Corporate report

Accountability report

Published 18 July 2023

Applies to England and Wales

Corporate governance report

Directors’ report

This section sets out the membership of our key directing boards and committees and explains their responsibilities.

Our governance structure

HM Land Registry has a two-layered system of governance. During 2022-23 HM Land Registry made some changes to both of these layers:

• HM Land Registry Board (composed of non-executive board members and executive directors). Supported by: Audit and Risk Committee
• Remuneration and Nominations Committee

• Change Committee (established in January 2023)

• HM Land Registry Senior Executive Committees (set up in 2023 to replace a single Executive Board, members of the Senior Executive Committees comprise the Senior Executive Team). Corporate Services Senior Executive Committee
• Service Delivery Senior Executive Committee
• Strategy and Delivery Senior Executive Committee
• Transformation Senior Executive Committee

In addition the Tactical Implementation Group (TIG) is a separate body which will plan and implement events or activities that require cross-organisation coordination and cooperation beyond that which is readily achievable via normal management arrangements. The TIG is brought into action at the direction of a Senior Executive Committee (SEC) or the Senior Executive Team (SET).

This structure enables non-executive board members to provide appropriate challenge to the SET while enabling the SET to make effective decisions on the day-to-day running of HM Land Registry.

1. Members of the Senior Executive Committees form part of the Senior Executive Team.
2. The Senior Executive Team can also call into action the Tactical Implementation Group if required.

HM Land Registry Board

The role and responsibilities of the HM Land Registry Board (LRB/the Board)) are set out in the Framework agreed with the Department for Business, Energy and Industrial Strategy (BEIS). (The Department for Business, Energy and Industrial Strategy was HM Land Registry’s sponsoring department until Machinery of Government changes took place in February 2023.) The Framework will be reviewed as part of the further Machinery of Government change that made HM Land Registry a partner organisation of the Department for Levelling Up Housing and Communities from 1 June 2023.

The purpose of the Board is to support, constructively challenge and provide advice and guidance to the Chief Executive and Chief Land Registrar (CE&CLR) and their supporting SET. LRB supports senior management in setting the strategic vision of HM Land Registry and in ensuring the activities that contribute towards that vision. Its main objectives are to:

• advise and agree on the long-term vision, the medium-term business strategy, the annual budget and key performance indicators (KPIs);
• review financial and operational performance;
• monitor market developments for opportunities and consider any strategic risks faced by the organisation, ensuring adequate systems and controls are in place;
• ensure compliance with all statutory requirements;
• ensure the organisation employs best practice in respect of corporate governance; and
• ensure that effective relationships are maintained with shareholders, customers, suppliers, employees and government departments.

LRB is supported by its Audit and Risk Committee, Remuneration and Nominations Committee and Change Committee. Further details about these Committees can be found on the following pages.

LRB contains a mix of executive directors and non-executive board members. The non-executive board members of LRB are highly skilled, with appropriate experience in relevant fields to support and challenge the Executive Board. Following an open recruitment process a new Chair was appointed to the Board in September 2022.

The non-executive board members are independent of management. All board members are required to sign an annual statement recording any potential conflict of interests and declare any new interests in the interim. A central ‘Register of Interests’ record is retained and is shared annually with the Audit and Risk Committee. See note 17 to the accounts on page 119 for related party disclosures.

Between February-June 2022, LRB underwent an independent external assessment of its effectiveness. The final report was published in July 2022 and the Board had a special meeting to discuss the recommendations and actions in September 2022. The report concluded that overall LRB displayed the attributes of an effective Board including a Board that was agile and responsive, open and transparent and focused on continual improvement of governance arrangements. A number of recommendations were made and many have been implemented over the course of the year. Progress against these recommendations continues to be monitored. LRB will undergo an internal effectiveness evaluation in June and July 2023 which will follow up on the external evaluation.

Neil Sachdev, Non-executive Chair

Neil joined the Board in September 2022. He is also currently Chair of the East West Railway Company (EWR Co), overseeing the delivery of a new direct rail link between Oxford and Cambridge, as well as Chairman of the Defence Infrastructure Organisation Board for the Ministry of Defence. He is also a Non- Executive Director of Network Rail Property Limited.

Neil has also previously held a variety of senior leadership positions in the energy, property and retail sectors.

Simon Hayes , Chief Executive and Chief Land Registrar

Simon joined in November 2019. Previously Simon held several senior positions at the Home Office, including the UK Border Agency’s first Regional Director for the Americas, the UK Visas and Immigration (UKVI)’s International Director and finally the Director of Visas & Citizenship at UKVI. Simon’s responsibilities included setting up the EU Settlement Scheme for European citizens residing in the UK.

Angela Morrison, Non-executive Board Member

Angela is Chief Operating Officer at Cancer Research UK (CRUK) where she is responsible for Finance, HR, Technology and Corporate Services. Prior to joining CRUK Angela was Retail, Supply Chain and Technology Director at Debenhams as well as holding roles at J Sainsbury plc, Direct Line Group and ASDA Walmart.

Jeremy Pee, Non-executive Board Member

Jeremy is the Chief Digital Officer at Marks & Spencer. Previously he was the Senior Vice President of Loblaw Digital, the digital unit of Canada’s leading retailer. Jeremy has a Master’s in Business Administration (MBA) from Harvard Business School and a degree in engineering from University of Waterloo.

Ann Henshaw, Non-executive Board Member and Chair of the Remuneration and Nominations Committee

Ann has extensive experience in human resources (HR), having worked at several major companies across a variety of sectors, including property, both in the UK and internationally. She was HR Director at British Land before retiring in May 2022. Other roles include serving as Group HR Director at Clear Channel International and HR Director at EDF Energy.

Katy Baldwin, Non-executive Board Member, UKGI (nominated representative of the BEIS Secretary of State)

Katy joined the Board in 2021 as an Executive Director at UK Government Investments (UKGI), the Government’s centre of excellence in corporate finance and corporate governance. She is a civil servant, previously with the Department for Levelling Up, Housing and Communities, with significant experience of public spending, local government finance and housing and planning policy.

Elliot Jordan, Non-executive Board Member and Chair of Audit and Risk Committee

Elliot is Chief Financial Officer and member of the Executive Board of Farfetch, the leading global platform for luxury fashion. He is responsible for the finance, legal, strategy and human resource teams across the global operation. He is also the executive sponsor of Diversity and Inclusion. Prior to joining Farfetch, Elliot held positions at ASOS plc, J Sainsbury plc, Credit Suisse and KPMG.

Kirsty Cooper, Non-executive Board Member and Senior Independent Board Member

Kirsty is General Counsel and Company Secretary for Aviva. She established Aviva’s first global leadership team and has responsibility for public policy and corporate responsibility. Kirsty is on the General Counsel Legal 500 Powerlist and is also a trustee of the Royal Opera House.

Iain Banfield, Chief Financial Officer

Iain joined in February 2019. Prior to this he spent two and a half years in the Department for International Trade, first as Deputy Director for Strategic Finance and then acting Finance Director. Previously Iain has been the Finance Director for UK Trade & Investment and held roles in the Shareholder Executive and the Department for Business, Innovation and Skills.

Mike Harlow, General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar

Mike joined in February 2018. He graduated from Imperial College in mechanical engineering before converting to law. He then worked as a solicitor in London for 15 years, acting for commercial property clients, and 11 years at English Heritage as its Legal Director and Corporate Secretary. He gained board-level experience of organisational change and heritage law and policy reform.

LRB membership
Non-executive
Neil Sachdev	Non-executive Chair
Katy Baldwin	Non-executive Board Member, UK Government Investments (nominated representative of the BEIS Secretary of State) (from 6 October 2021)
Kirsty Cooper	Non-executive Board Member and Senior Independent Board Member, Interim Chair of Remunerations and Nominations Committee (RemCo) (to 31 May 2021)
Ann Henshaw	Non-executive Board Member (from 1 June 2021)
Elliot Jordan	Non-executive Board Member and Chair of Audit and Risk Committee
Angela Morrison	Non-executive Board Member
Jeremy Pee	Non-executive Board Member (from 1 June 2021)
Executive
Simon Hayes	Chief Executive and Chief Land Registrar
Iain Banfield	Chief Financial Officer
Mike Harlow	Deputy Chief Executive and Director of Customer and Strategy

A year in focus

During 2022-23 matters covered by the LRB included:

• business planning, budget and performance framework, including revision of priorities throughout the reporting year, strategic oversight of the Spending Review and annual business planning;
• service delivery improvement and performance;
• transformation progress, prioritisation and planning;
• the ongoing transferrals of local land charges registers from local authorities to HM Land Registry;
• consideration of HM Land Registry’s risk appetite;
• the launch and implementation of an ambitious new business strategy published in August 2022;
• HM Land Registry’s approach to environmental, social and governance including Net Zero;
• Civil Service People Survey 2022 results, evaluation of the culture and ways of working across the organisation, consideration of talent development within the organisation; and
• internal governance arrangements.

Board meetings

LRB met seven times in 2022-23. Meetings took place in-person, virtually and in hybrid setting with participants meeting in person and online. LRB has returned to its pre-pandemic practice of visiting different office locations which allows for wider staff engagement. In September 2022 the Board decided to change the nature of its meetings to allow more time for strategic discussions that better inform formal decision-making. The Board now holds a formal governance meeting every other month, and on the months in between the Board holds a strategic discussion session. No decision-making takes place at the strategic sessions.

Engaging with stakeholders

Engaging with stakeholders is a key part of ensuring LRB are well informed.

• The Chair engaged regularly with the Geospatial Commission and Board members meet regularly with the six core Geospatial Commission partner bodies.
• The Chair and Chief Executive and Chief Land Registrar regularly engage with the Minister of their sponsoring department. This was the Department for Business, Energy and Industrial Strategy until Machinery of Government changes established the Department for Business and Trade.
• Quarterly meetings took place between the Chair, Chief Executive and Chief Land Registrar and Chief Financial Officer with UK Government Investments (UKGI), including informal meetings in between, to discuss governance, financial performance and other relevant matters as set out in the Framework.
• Members of the Board engaged with their counterparts at other government departments such as HM Treasury and the Department for Levelling Up, Housing and Communities as required.
• Members of the Board regularly met market stakeholders who are members of the Land Registry Advisory Council and Industry Forum and drew upon their knowledge and expertise, tested ideas, shared information and discussed land and property-related issues.

Committees of the HM Land Registry Board

Audit and Risk Committee

The Audit and Risk Committee met four times in 2022- 23. The Audit and Risk Committee supports LRB and the CE&CLR by monitoring and reviewing the effectiveness of HM Land Registry’s risk, assurance and audit activity. The Audit and Risk Committee updates the Board on progress of the committee’s work and escalates any issues that require the Board’s attention.

At every meeting, the Audit and Risk Committee sees an overall risk report incorporating the risk register and detailed reporting on issues like cyber security. At each meeting the committee also receives a more detailed risk management report of at least two Principal Risks, so that over time all the Principal Risks are given a detailed review.

During 2022-23 matters covered by the Audit and Risk Committee included:

• oversight and input into the development of the risk and assurance framework, maturity plans, risk taxonomy and the risk appetite statement;
• monitoring and challenge of HM Land Registry’s Principal Risks;
• oversight and input into the development and monitoring of a three-year internal audit plan, refreshed annually;
• oversight of and challenge to internal governance structures;
• oversight of and challenge to data and register quality;
• oversight of and challenge to the indemnity fund provision;
• monitoring and challenging fraud controls and the counter fraud strategy;
• consideration and challenge of key financial judgements; and
• review of the Independent Complaints’ Reviewer Annual Report for HM Land Registry, and HM Land Registry’s response to the report.

Audit and Risk Committee membership
Elliot Jordan	Non-executive Board Member and Chair of Audit and Risk Committee
Katy Baldwin	Non-executive Board Member, UK Government Investments (nominated representative of the BEIS Secretary of State)
Angela Morrison	Non-executive Board Member
Attendees
Iain Banfield	Chief Financial Officer
Harnaik Dhillon	Head of Internal Audit
Mike Harlow	Deputy Chief Executive and Director of Customer and Strategy
Simon Hayes	Chief Executive and Chief Land Registrar
Joanna Horrocks- Potts	Deputy Director, Risk and Assurance
Representative of the National Audit Office	National Audit Office

Remuneration and Nominations Committee

The Remuneration and Nominations Committee met three times in 2022-23. The committee ensures that remuneration and nomination arrangements support HM Land Registry’s aims and oversees the recruitment, retention and performance of the executive directors and other Senior Civil Servants in line with Civil Service pay policies. The Remuneration and Nominations Committee provides an update to the Board after every meeting.

During 2022-23 the main matters covered by the Remuneration and Nominations Committee included:

• performance of the Chief Executive and Chief Land Registrar;
• Senior Civil Service performance and pay;
• senior leadership structure, development and succession planning; and
• gender and other pay gap reporting.

Remuneration and Nominations Committee membership
Ann Henshaw	Chair of the Remuneration and Nominations Committee and Nonexecutive Board Member
Katy Baldwin	Non-executive Board Member, UK Government Investments (nominated representative of the BEIS Secretary of State)
Kirsty Cooper	Interim Chair of the Remuneration and Nominations Committee (from 8 January 2021) Non-executive Board member
Simon Hayes	Chief Executive and Chief Land Registrar
Simon Morris	Director of Human Resources

Change Committee

The Change Committee was commissioned by LRB at the end of 2022 and met for the first time in January 2023. The Committee supports the Board in ensuring that HM Land Registry’s transformation plans remain aligned to its strategic ambitions and can be delivered effectively.

In 2023 the Change Committee reviewed:

• HM Land Registry’s overarching transformation programme;
• HM Land Registry’s approach to transforming internal services, external services, and HM Land Registry’s data; and
• the Committee’s objectives and goals.

Change Committee membership
Jeremy Pee	Chair of the Change Committee and Non-executive Board member
Katy Baldwin	Non-executive Board Member, UK Government Investments (nominated representative of the BEIS Secretary of State)
Iain Banfield	Chief Financial Officer
Simon Hayes	Chief Executive and Chief Land Registrar
Angela Morrison	Non-executive Board Member
Jon Parry	Director of Technology and Digital Services

Attendance schedule for LRB, Audit and Risk Committee, and Remuneration and Nominations Committee

Name	Title	Period*	Board LRB	Committee
				Audit	Remuneration	Change
Non-executive board members
Neil Sachdev	Non-executive Chair	From September 2022	5/5	-	-	-
Michael Mire	Non-executive Chair	Until August 2022	2/2	-	-	-
Katy Baldwin	Non-executive Board Member, UKGI representative		6/7	3/3	3/3	1/1
Kirsty Cooper	Non-executive Board Member and Senior Independent Board Member		6/7	-	3/3	-
Ann Henshaw	Non-executive Board Member and Chair of Audit and Risk Committee		7/7	-	3/3	-
Elliot Jordan	Non-executive Board Member and Chair of Audit and Risk Committee		5/7	4/4	-	-
Angela Morrison	Non-executive Board Member		7/7	4/4	-	1/1
Jeremy Pee	Non-executive Board Member and Chair of Audit and Risk Committee		7/7	-	-	1/1
Executive directors
Simon Hayes	Chief Executive and Chief Land Registrar		7/7	4/4	3/3	1/1
Iain Banfield	Chief Financial Officer		5/7	3/4	-	1/1
Mike Harlow	General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar		6/7	4/4	-	1/1
Chris Pope	Chief Operations Officer	To November 2022	4/5	-	-	1/1
Simon Morris	Director of Human Resources		-	-	3/3	1/1
Jon Parry	Director of Technology and Digital Services		-	-	-	1/1

*appointment relates to the whole of the reporting year unless otherwise specified.

Senior Executive Committees and the Senior Executive Team

HM Land Registry’s internal governance structures were transformed during 2022-23. The structure changed from a single Executive Board (EXB) to four Senior Executive Committees (SEC):

• Corporate Services Senior Executive Committee
• Service Delivery Senior Executive Committee
• Strategy and Delivery Senior Executive Committee
• Transformation Senior Executive Committee

The Chief Executive and Chief Land Registrar chairs all of the Senior Executive Committees. While EXB comprised of Executive Directors only, the SECs are comprised of a broader Senior Executive Team (SET) as detailed below. Through the mechanism of individual letters of delegation, members of the Senior Executive Team handle the day-to-day running of HM Land Registry. Until the end of December 2022 the EXB met twice a week. Since January 2023 each SEC meets once a month. The SET meets monthly to discuss challenges and share opportunities and updates outside of the governance structure. Most SEC and SET meetings have taken place in person with hybrid participation enabling virtual attendance when required. SEC and SET meetings have taken place at HM Land Registry offices across the country.

The Corporate Services SEC oversees corporate services performance delivery and takes decisions on services and organisation design specific to corporate services, ensuring alignment with Business Plan and Strategy, including pay awards and pay strategy, workplace strategy, commercial strategy, HR policies, stewardship of the Heads of Profession and Government Functions coordination, technology services and strategies, and Environment, Social and Governance planning.

The Service Delivery SEC has responsibility for overseeing and taking decisions on service performance delivery, including casework, and takes decisions on services and organisation design specific to performance and service delivery. Service Delivery SEC identifies and resolves issues affecting HM Land Registry’s ability to meet published key performance indicators.

The Strategy and Delivery SEC provides strategic direction for HM Land Registry including long-term fees and charging strategy and strategic workforce plan.

This committee is responsible for leading and managing the delivery of HM Land Registry’s approved Business Strategy and its impact on the economy, customers and stakeholders. On a quarterly basis Strategy and Delivery SEC reviews the principal risks of the organisation. The outcomes of these discussions are then reported to and considered by the Audit and Risk Committee of the HM Land Registry Board.

Transformation SEC oversees the transformation portfolio performance delivery and takes decisions on services and organisation design specific to transformation. The purpose of these meetings is to oversee the delivery of operational and digital change within the organisation through oversight of delivery programmes and projects, their strategic alignment, benefits, risks and finance.

The Tactical Implementation Group (TIG) plans and implements, events or activities that require cross-organisation coordination and cooperation beyond that which is readily achievable via normal management arrangements. The TIG is brought into action at the direction of an SEC or the SET.

The Senior Executive Team has continued to work with the wider ‘Leadership Group’ to develop a broader leadership team by establishing weekly performance discussions and ‘lunch and learn’ sessions to pick up specific topics.

HM Land Registry Senior Executive Team		Corporate Services Senior Executive Committee	Service Delivery Senior Executive Committee	Strategy and Delivery Senior Executive Committee	Transformation Senior Executive Committee
Simon Hayes	Chief Executive and Chief Land Registrar	Chair	Chair	Chair	Chair
Stephen Aynsley-Smith	Deputy Chief Financial Officer	Member	–	–	–
Iain Banfield	Chief Financial Officer	Member	Member	Member	Member
Angie Clarkson	Director of Service Delivery	–	Member	–	–
Emily d’Albuquerque	General Counsel and Interim Director of Data & Register Integrity Group	Regular Attendee	Member	Member	Regular Attendee
Eddie Davies	Deputy Director of Digital Services	–	–	–	Member
Clare Delaney	Deputy Director of the Design Hub and Transforming External Services Programme Senior Responsible Officer	–	Member	–	Member
Kirsty Eales	Digital and Data Programme Director	–	–	–	Member
Francis Gough	Director of Service Delivery	–	Member	–	Member
Mike Harlow	Deputy Chief Executive and Deputy Chief Land Registrar and Director of Customer and Strategy Group	Member	Member	Member	Member
Joanna Horrocks-Potts	Deputy Director for Risk and Assurance	Regular Attendee	Regular Attendee	Regular Attendee	Regular Attendee
Cathy Jenkins	Chief of Staff	Regular Attendee	Regular Attendee	Regular Attendee	Regular Attendee
Mark Kelso	Programme Director of Local Land Charges	–	–	–	Member
Gemma McNally	Deputy Director of Strategic Planning and Performance	Regular Attendee	Regular Attendee	Regular Attendee	Regular Attendee
Simon Morris	Director of Human Resources	Member	–	–	–
Lynne Nicholson	Lead Product Manager - Data	–	–	–	–
Jon Parry	Interim Director of Technology and Digital Services	Member	–	Member	Member
Ronal Patel	Head of Corporate Communications	Regular Attendee	Regular Attendee	Regular Attendee	Regular Attendee
Steve Philips	Deputy Directory of Technology	Member	–	–	–
Terry Robertson	Deputy Director of Strategy	–	–	Member	–
Andrew Trigg	Chief Geospatial and Data Officer and Transforming our Data Programme senior Responsible Officer	–	–	–	Member
Annie Wareham	Deputy Director of Portfolio Delivery	–	–	–	Member
Caley Zappacosta	Director of the Delivery Unit	–	Member	Member	Member

Other executive committees and panels

Three committees, six programme boards, one group and one authority report into the Senior Executive Committees. These were reviewed and refreshed during 2022-23 to bring them in line with best practice, to ensure clear accountability and to better meet the needs of the Senior Executive Team. They now comprise:

• Corporate Services Senior Executive Committee Investment, Commercial and Finance Committee
• People and Estates Committee
• Corporate Systems Programme Board

• IT Infrastructure Programme Board

• Service Delivery Senior Executive Committee Modelling Decision Support Oversight Group

• Strategy and Delivery Senior Executive Committee Risk and Integrity Committee

• Design Authority

• Transformation Senior Executive Committee Local Land Charges Programme Board
• Transforming Internal Services Programme Board
• Transforming External Services Programme Board
• Transforming Our Data Programme Board

The bodies listed above meet regularly throughout the year and report back to their respective Senior Executive Committee after every meeting. Membership of these bodies is composed of senior leaders from across the organisation. These bodies are further supported by a number of working groups on specific items such as diversity and inclusion, health and safety, counter-fraud and security and resilience.

In addition to the Senior Executive Committee and other governance bodies detailed above, HM Land Registry also has a Tactical Implementation Group. This group meets as required, at the Senior Executive Team’s direction, to plan and implement events/activities that require cross-organisation coordination beyond that which is readily achievable via normal management arrangements. The group were not required to meet in 2022-23.

Security incidents

Security is overseen by the Security team. There were 17 physical security incidents during the year and none of those were for significant (Class 1) incidents. Class 1 incidents cover matters such as injury to a staff member or third party, major property damage, major theft or breach of system. There were 67 minor cyber security incidents during the year and of those, none were significant (class 1) incidents. Security team provides a quarterly Security Assurance Report to the Risk and Integrity Committee (RIC) and Audit and Risk Committee to update senior managers on security risk and controls.

Personal data-related incidents

There were three data-related incidents reported to the Information Commissioner’s Office (ICO) during this reporting period. The ICO determined that no further action was required by them in relation to the incidents reported.

Statement of Accounting Officer’s responsibilities

Resource Accounts

Under the Government Resource and Accounts Act 2000, HM Treasury has directed HM Land Registry to prepare, for each financial year, resource accounts detailing the resources acquired, held or disposed of during the year and the use of resources by the department during the year. The accounts are prepared on an accruals basis and must give a true and fair view of the state of affairs of the department and of its income and expenditure, Statement of Financial Position and cash flows for the financial year.

In preparing the accounts, the Accounting Officer is required to comply with the requirements of the Government Financial Reporting Manual and in particular to:

• observe the Accounts Direction issued by HM Treasury, including the relevant accounting and disclosure requirement, and apply suitable accounting policies on a consistent basis;
• make judgements and estimates on a reasonable basis;
• state whether applicable accounting standards as set out in the Government Financial Reporting Manual have been followed, and disclose and explain any material departures in the accounts;
• prepare the accounts on a going-concern basis; and
• confirm that the Annual Report and Accounts as a whole is fair, balanced and understandable and take personal responsibility for the Annual Report and Accounts and the judgments required for determining that it is fair, balanced and understandable.

HM Treasury has appointed the Chief Executive and Chief Land Registrar as Accounting Officer of HM Land Registry. The responsibilities of an Accounting Officer, including responsibilities for the propriety and regularity of the public finances for which the Accounting Officer is answerable, for keeping proper records, and for safeguarding HM Land Registry’s assets, are set out in Managing Public Money published by HM Treasury.

As the Accounting Officer, I have taken all the steps that I ought to have to make myself aware of any relevant audit information and to establish that HM Land Registry’s auditors are aware of that information. So far as I am aware, there is no relevant audit information of which the auditors are unaware.

Governance statement

Scope of responsibility

As the Accounting Officer for HM Land Registry I have responsibility for maintaining corporate governance structures that support the achievement of HM Land Registry’s aims, objectives and targets, while safeguarding public funds and HM Land Registry’s assets.

I was appointed Chief Executive and Chief Land Registrar from 11 November 2019. I have received a ministerial letter of appointment pursuant to the Land Registration Act 2002 and a letter from the Permanent Secretary to HM Treasury, appointing me as Accounting Officer.

HM Land Registry became a Non-Ministerial Department on 1 April 2020. My duties as Accounting Officer are set out in Managing Public Money, which are to ensure public money is safeguarded, properly accounted for and used economically, efficiently and effectively.

The main statutory duties relating to maintaining the registers HM Land Registry holds are found in the Land Registration Act 2002, the Land Charges Act 1972 and the Local Land Charges Act 1975.

Purpose of the governance framework

HM Land Registry’s relationship with other government bodies is set out in a Framework which was agreed with Ministers of its then sponsor, the Department for Business, Energy and Industrial Strategy in November 2020 and published on gov.uk on 8 January 2021. The framework will be reviewed as part of the Machinery of Government change that made HM Land Registry a partner organisation of the Department for Levelling Up, Housing and Communities from 1 June 2023. The governance framework is designed to give assurance that HM Land Registry carried out its duties in a manner that fulfils the appropriate standards of effective internal control and risk management. The framework is based on processes designed to identify and prioritise the opportunities and risks to the delivery of HM Land Registry’s strategy, its strategic objectives and performance targets. The framework aligns with our statutory duties and is designed to support the governance and strategic aims of HM Land Registry’s sponsor department. Our approach to governance is in line with HM Treasury’s Corporate Governance in Central Government Departments: Code of Good Practice. HM Land Registry’s governance team attended BEIS Partners Governance Network meetings to share and learn from best practice.

Central controls

My role as Chief Land Registrar is referred to in the Land Registration Act 2002, the Land Charges Act 1972, the Agricultural Credits Act 1928 and the Local Land Charges Act 1975. The Chief Executive and Chief Land Registrar is responsible for keeping those registers established for the purposes of those Acts and has all the power, responsibilities and duties conferred and imposed on the Registrar by those Acts and by the rules and other secondary legislation made under them. In carrying out those specific statutory functions, the Chief Executive and Chief Land Registrar is not subject to any ministerial control or direction. Those functions are subject to supervision by the court.

In managing its business more generally, HM Land Registry operates within Cabinet Office spend controls, which are part of the wider government financial delegations and approvals process, with specific delegations authorised by officials at HM Land Registry’s sponsor department and HM Treasury and the Framework.

The Framework sets out the relationship HM Land Registry has with the Geospatial Commission. Separately, there is also a requirement to work with the Government Digital Service to ensure that product releases conform to standards in terms of security, effectiveness and consistency.

Government functional standards guide people working for and with the UK Government and promote consistent and coherent ways of working. HM Land Registry has embedded relevant Government functional standards and introduced a system to monitor compliance and continuous improvement.

Risk management and assurance

Our approach to risk management To deliver our strategic objectives, it is vital we manage risks throughout HM Land Registry, from decision making on individual cases through to delivering large-scale change and strategic policy making. Everyone in HM Land Registry, from board level down, has a clear role to play in capturing and managing risks and this year we have embedded our new digital risk tool which has enabled greater analysis, collaboration and transparency of risks and controls across HM Land Registry.

There are two types of risk that we manage:

1. Principal risks: these are risks to the management of HM Land Registry and the delivery of our strategic objectives. We manage these risks across all levels of HM Land Registry, from decision making on individual cases through to delivering large-scale change and strategic policy-making. Assurance on the effectiveness of the management of each risk and their controls is provided by the Second Line of Defence and reported to our governance bodies.

2. Organisational risks: these are risks to the efficient operation of our processes. We have enhanced our approach to effective process management by putting in place controls to manage those risks. Assurance on the effectiveness of the controls is provided by the Second Line of Defence.

We manage these risks through a risk and assurance framework and through an integrated data analysis process with our performance and strategic objectives. Principal risks are reviewed regularly through the appropriate Senior Executive Committee and sub-committees. Reporting also takes place to Audit and Risk Committee and LRB. Organisational risks are primarily reviewed by each directorate but escalated when necessary.

The Audit and Risk Committee provides independent assurance to the board and Accounting Officer on the integrity of financial statements and the comprehensiveness and reliability of assurances across HM Land Registry on governance, risk management and the control environment. Information on the risk and assurance framework is readily available in HM Land Registry, enabling a culture of integrated governance and continual improvement.

Our sub-committees scrutinise and assure our risk and assurance processes. Information on the risk and assurance framework is readily available in HM Land Registry, enabling a culture of integrated governance and continual improvement.

HM Land Registry also has a robust whistleblowing policy in place and remains committed to the highest standards of public service. HM Land Registry refers to its whistleblowing policy as ‘Speak up: raising a concern’. The Speak up policy has a number of nominated officers, clearly accessible to all HM Land Registry colleagues, that are there to champion the policy and to offer assistance, advice and support for any colleagues who have any concerns. There were no new cases of whistleblowing during the reporting period.

HM Land Registry’s risk and assurance framework At HM Land Registry we align our risk and assurance framework to the Orange Book. This is published by HM Government and provides guidance to departments on improving risk management and embedding it as a routine part of how they operate. By closely aligning our risk and assurance framework to the Orange Book we demonstrate that we are following best practice in government and support its goal of consistency among departments.

We continually take steps to improve the way we are managing risk so we can understand and improve the effectiveness of our controls and activities. To help us deliver our strategic objectives and manage both strategic and organisational risks, we take an integrated approach through our control framework which is based on the application of the ‘3 Lines Model’ for providing assurance. The model seeks to outline the different roles people have and the types of activities you might see in the management of risks. Our governing bodies also take assurance from a range of activities across the organisation that HM Land Registry is able to deliver on its overall strategy and objectives.

HM Land Registry’s assurance model

First Line	Second Line	Third Line
Controls in place to mitigate risks to strategic objectives and business processes	Assure and report on the effectiveness of controls in the First Line	Independently assure control effectiveness, risk management and assurance processes

The risk and assurance framework then brings together the tools and standards that allow us to manage our business better, make better decisions, stop things going wrong and make things easier for HM Land Registry. It also makes sure that we are doing this in a safe environment with sensible, proportionate controls in place. The risk and assurance framework covers:

• governance: ensuring that authorities and accountabilities are clear and that our success in operating the framework is reflected in the annual governance statements;
• process management: taking the necessary action to ensure our processes are defined and effective, efficient and well-controlled;
• risk management: identifying, assessing, managing and reporting the risks to the delivery of our strategic objectives and activities;
• controls: embedding effective controls in our business processes to ensure HM Land Registry’s objectives are met, and any risks reduced;
• management assurance: assuring the controls in place are sufficient and operating as intended, and taking the necessary action to address any weaknesses;
• independent assurance: internal and external audit to challenge or confirm the findings of assurance provided by the First and Second Line; and
• data: ensuring that the data on which our business relies is secure and accurate.

Managing risks to our delivery

In order to protect public money, optimise performance and deliver on our strategic objectives, we identify and manage closely our suite of principal risks. This suite is regularly reviewed to ensure we keep pace with our delivery of a modern land registration system and identify and respond to the risks now and in the future.

We ensure we have mitigating controls to manage our risk within appetite and to target levels. The impacts continue to be assessed, new ones identified, and our risks adjusted to ensure an effective strategic portfolio.

Each risk is linked to our strategic objectives and key performance indicators, ensuring the mitigating activity is focused efficiently on securing the achievement of objectives. Where sub-optimal performance within those objectives is indicated, the risks are adjusted to regain the appropriate mitigating focus.

Below is a summary of each of our 11 principal risks, with each sponsored by a member of the Senior Executive Team. These principal risks are underpinned by associated group, programme and team risks, all of which are regularly reviewed by senior leaders.

Our appetite for risk

Our risk appetite statement sets out how we balance risk and opportunity in pursuit of achieving our objectives and desired outcomes. It forms a key element of our governance and reporting framework and is reviewed annually.

Our first concern is the availability, security and accuracy of the register information we hold. We have a low appetite for any risks that may impact upon those primary objectives.

Provided risk to those primary objectives is not heightened, we have a medium appetite for risks arising from developing new ways to deliver existing services and from devising new services and a high appetite for risks from releasing value out of the data we hold.

Our principal risks

We have managed 11 principal risks to the delivery of our strategy and objectives throughout the year. Our risks and the links to our strategic pillars and organisation are provided below.

The risk appetite assessment reflects the position at the end of the reporting period. Those outside of appetite require further controls and actions to be delivered to bring them to a level of risk that we are willing to accept in pursuit of our objectives. Those within appetite mean that the risk is within an acceptable range but there are additional controls and actions we want to take to mitigate the risk further.

Strategic pillars
1. Providing secure and efficient land registration	2. Enabling property to be bought and sold digitally	3. Providing near real-time property information	4. Providing accessible digital register data	5. Leading research and accelerating change with property market partners	6. Our organisation

Risk	Detail	Appetite	Pillar/s
Reducing the backlog	Key mitigations over the year have focused on improving our operational capacity, capability and efficiency and managing customer expectations. Several initiatives have helped improve output for our customers by focusing on reducing the number and age of applications in the backlog and improving our output and throughput of both substantive applications and information service applications.	Outside	1, 2, 3, 6
Integrity of the registers	Providing secure and efficient land registration remains a core deliverable in our Strategy and this risk helps to protect that objective. Throughout the year, we have closely monitored changes in the accuracy of the registers and strengthened the control framework to now include all registers and automated services.	Inside	1, 2, 3, 6
People and culture	One of the key themes of our People Strategy is to modernise the way we work. To support this, we are committed to collaborative hybrid working, maturing our inclusive culture and involving our people in change, while strengthening a high-performance culture that puts our customers at the heart of everything we do. We have revised the control framework this year to align to the lenses in our culture model which was developed with extensive collaboration with our people. It focuses on the things we need in HM Land Registry to enable our ongoing transformation and to ensure we can deliver effectively for our customers and that that our people are key in being able to achieve this.	Inside	6
System performance & resilience	Technology underpins almost every aspect of HM Land Registry’s performance and is critical to the success of the organisation. Recent years have offered unprecedented challenges to our technology estate as we move to a hybrid working model. This has not only changed where we work, but how we work with far more flexibility over the hours that people use our technology estate.	Inside	1, 2, 3
Transformation outcomes	The internal efficiency/productivity benefits released by transforming our services have taken longer to materialise than anticipated and have impacted delivery plans for non-automated casework and several of the other principal risks. Developing a new resourcing plan and a plan to address internal culture and engagement around change management are key mitigations for this risk.	Outside	1, 2, 3, 6
Changing market	We have taken a number of steps to improve the overall customer experience and HM Land Registry has become more outward facing and plugged in to various means of listening to, and testing approaches with, the various segments of the market. Further work is being undertaken on horizon scanning and to engage with stakeholders on change.	Inside	5
Manual capability & capacity in Service Delivery	Increasing caseworker numbers and their skills and capabilities has been and continues to be a major challenge. The skills and experience lost to the organisation each year are not easily or quickly replaced. The Land Registration Academy continues to provide a structured consistent approach to training and development of our people.	Outside	1, 2, 4, 6
Delivery of Local Land Charges Programme	Full delivery of the Local Land Charges Programme by the end of 2024/25 remains challenging and is reliant upon local authority engagement, delivery capability and supplier performance. The main priorities of the programme have changed from delivering it within the originally envisaged timeframe to completing it at a reasonable pace and realisation of its benefits.	Inside	4
Cyber threat/attack	The control framework for the risk has been strengthened over the year against advanced, persistent or state-sponsored attacks, and new threat vectors by recruiting additional cyber security expertise and development of a new Security Control Library.	Outside	1, 3, 4
Medium-term capacity & capability within the organisation	The key mitigation for this risk has been developing a sustainable strategic workforce plan that articulates the broad capability and capacity requirements HM Land Registry needs beyond the current spending review period including the impacts, outcomes & benefits of our transformation activities and the subsequent impact on the capacity and capability of our people.	Outside	1, 6
Geopolitical and/ or macroeconomic uncertainty	This risk was raised following the escalation of conflict in Europe and the resulting geopolitical tensions, threat of retaliation to sanctions being imposed and general volatility with the UK economy. The controls include horizon scanning of our external operating environment and scenario planning beyond our current financial/ economic position.	Inside	6

Performance reporting

I receive monthly financial reports from the Chief Financial Officer. In addition, I also receive information on organisational performance, which is submitted monthly to the Service Delivery SEC (previously to the EXB) for review. As laid out in the Performance section of the Annual Report, our performance framework includes eight key performance indicators providing a balanced scorecard across operational, financial, people and customer impacts of what we do.

HM Land Registry has a dedicated analysis team which quality assures the management information in use throughout the organisation. On a monthly basis, the Service Delivery Senior Executive Committee receives near real-time data on service delivery alongside business-critical management information. Appropriate levels of management information (MI) are also provided to other key committees and to managers throughout the organisation.

HM Land Registry operates a number of models critical to its core business. A dedicated Modelling and Decision Support Oversight Group, which reports to the Service Delivery Senior Executive Committee, provides oversight and relevant challenge to our business-critical models. We have implemented Aqua Book compliant ownership structures and quality assurance documentation. Similarly, our appraisal of projects and delivery options is consistent with Green Book guidance, and we are developing monitoring and evaluation approaches consistent with the Magenta Book.

Financial performance is monitored and reported monthly to the Corporate Service Senior Executive Committee. There is a procedure for setting annual budgets and reviewing financial performance and full-year forecasts. Quarterly forecast reviews are in operation and give the Service Delivery Senior Executive Committee and LRB appropriate oversight and assurance. LRB reviews finance and performance progress at every Board meeting.

Alongside other members of the Senior Executive Team I have visited a number of HM Land Registry offices this year. In addition we have carried out virtual ‘office’ and ‘national’ question and answer (Q&A) sessions and written blogs covering key messaging throughout the year. The combinations of visits, Q&As and blogs have all provided vital opportunities to engage with staff at all levels of the organisation.

Over the last 12 months, I have held frequent one-to-one meetings with the Chair of LRB. I have also met with a wide range of external stakeholders through regular meetings and formal stakeholder engagement groups to understand their concerns and operational context. These meetings with the Chair and other stakeholders have taken place virtually and in person.

I have reported to ministers on a regularly basis and held regular meetings throughout the year to discuss HM Land Registry’s progress against strategic objectives and other areas of concern.

Procurement assurance

I am assured by the Chief Financial Officer, regarding specific procurements, that procurement activities are conducted in line with procurement regulations and Cabinet Office and HM Treasury guidance, and that senior managers have complied with these and HM Land Registry-specific procurement guidelines.

The Investment, Commercial & Finance Committee (ICFC) holds responsibility for approval of contracts over £1m and advises on approvals of investment cases for contracts over £10m. HM Land Registry has had zero legal challenges to procurement exercises in 2022-23.

Every contract has a Senior Responsible Owner (SRO), whose delegations are formally set out each year along with the responsibilities of their contract managers. We continue to operate supplier financial stability monitoring for our most business-critical contracts. As part of our organisational assurance, we operate a rolling programme of Contract Health checks on our most business-critical contracts. ICFC also oversees the findings from these Contract Health check Reviews.

We assess and benchmark our commercial practices against good practice using the Cabinet Office Continuous Commercial Improvement Assessment Framework (CCIAF) which encompasses all of the Government Commercial Functional Standards (GovS 008). Our score of 67.3% places us in the “Good” Maturity Rating. We report our progress against the standards to the Cabinet Office on an annual basis and have a Continuous Improvement Plan to increase our maturity against the key themes. We continue to participate in the Cabinet Office Contract Management accreditation programmes and have over 120 staff that have completed the Contract Management Foundation accreditation.

Internal Audit and opinion

HM Land Registry has an adequate and effective framework for risk management, governance, and internal controls to support the satisfactory achievement of its business objectives and enable key risks to be effectively managed. While our work found some control issues during its audits there were no notable trends in control failings.

Transformation continues to a more digital and automated business. However enhancements to the risk management, assurance and internal audit processes continue to evolve to meet the changing needs. The overall rating remains unchanged from the prior year.

Ongoing assurance

I can confirm that the internal controls referenced throughout this Governance Statement remain in place. Controls are regularly reviewed, to make sure they align with Government best practice, as part of the assurance exercises that take place throughout the year.

Simon Hayes
Chief Executive and Chief Land Registrar
12 July 2023

Parliamentary accountability report

1. Remuneration report

Policy for senior civil servants

The remuneration of senior civil servants (SCS) is set by the Prime Minister following independent advice from the Senior Salaries Review Body.

In reaching its recommendations, the Review Body has regard to:

• the need to recruit, retain and motivate suitably able and qualified individuals to exercise their different responsibilities;
• regional/local variations in labour markets and their effects on the recruitment and retention of employees;
• Government policies for improving the public services including the requirement on departments to meet the output targets for the delivery of departmental services;
• the funds available to departments as set out in the Government’s departmental expenditure limits; and
• the Government’s inflation target.

The Review Body takes account of the evidence it receives about wider economic considerations and the affordability of its recommendations.

The salary of the Chief Land Registrar and Chief Executive is set by the sponsoring Ministerial department. The HM Land Registry Remuneration and Nominations Committee, acting on the authority of the HM Land Registry Board and in consultation with the Board’s chair, considers pay recommendations and agrees the annual pay strategy (including base pay, pay awards, pay gaps and performance pay) for the executive team and other SCS staff within HM Land Registry.

Both base pay and non-consolidated performance related awards are dependent on performance, which is assessed through an annual appraisal system for senior civil servants, more details of which can be found at https:// www.gov.uk/government/publications/senior-civil-service-performance-management.

During the year the members of the Remuneration Committee were non-executive board members Kirsty Cooper, Ann Henshaw and Katy Baldwin, and Simon Hayes as Chief Executive and Chief Land Registrar, and Simon Morris, Director of Human Resources and Organisation & Employee Development.

Detail of any paid or otherwise remunerated outside employment, held by members of HM Land Registry’s SCS, that has been agreed through the process for the declaration and management of outside interests is published on gov.uk and can be access at https://www. gov.uk/government/publications/hm-land-registry-scs-secondary-paid-employment-details-2022-to-2023/scs-secondary-paid-employment-details-2022-to-2023.

Policy for other civil servants

Pay for HM Land Registry employees who are not in SCS grades is determined each year following negotiation and consultation between HM Land Registry and the recognised unions and is subject to approval by the Secretary of State, taking into account guidance issued by HM Treasury.

Service contracts

The Constitutional Reform and Governance Act 2010 requires Civil Service appointments to be made on merit on the basis of fair and open competition.

The Recruitment Principles published by the Civil Service Commission specify the circumstances when appointments may be made otherwise.

Unless otherwise specified, all the directors covered by this report hold appointments that are open-ended and are subject to a notice period of three months. Early termination for the directors on open-ended service contracts, other than for misconduct, would result in the individual receiving compensation as set out in the Civil Service Compensation Scheme.

Further information about the work of the Civil Service Commission can be found at www.civilservicecommission.org.uk

Off-payroll disclosures

Off-payroll engagements as at 31 March 2023, for more than £245 per day and that last for longer than six months:

Existing engagements as of 31 March 2023	2022-23        109	2021-22          37
Of which existing: — for less than one year at time of reporting	76	29
— for between one and two years at time of reporting	29	7
— for between two and three years at time of reporting	4	1
— for between three and four years at time of reporting	–	–
— for four or more years at time of reporting	–	–

New off-payroll engagements, or those that reached six months in duration, between 1 April 2022 and 31 March 2023, for more than £245 per day and that last for longer than six months.

New engagements, or those that reached six months in duration, between 1 April 2022 and 31 March 2023	102	35
Of which: — have been assessed as within IR35	102	35
— have been assessed as outside IR35	–	–
— have been terminated as a result of assurance not being received	–	–
Number engaged directly (via Public Sector Contract to department) and are on the departmental payroll	–	–
Number of engagements reassessed for consistency/assurance purposes during the year	109	35
Number of engagements that saw a change to IR35 status following the consistency review	–	–
Off-payroll engagements of board members and/or senior officials with significant financial responsibility between 1 April 2022 and 31 March 2023
Number of off-payroll engagements of board members and/or senior officials with significant financial responsibility, during the financial year	–	–
Total number of individuals on payroll and off payroll that have been deemed ‘board members, and/or, senior officials with significant financial responsibility’, during the financial year. This figure includes both off-payroll and on-payroll engagements	5	7

Expenditure on consultancy

	2022-23   £’000	2021-22 £'000
Cost of consultancy	773	1,804
Total	773	1,804

Salary and performance pay – executive directors(1) 2022-23

	Salary £'000	Performance pay £’000	Benefits in kind To nearest £100	Pension benefits(2) £	Total £’000
Simon Hayes Chief Executive and Chief Land Registrar	135 – 140	–	–	2,000	140 – 145
Mike Harlow General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar	125 – 130	–	–	10,000	135 – 140
Jon Parry(3) Interim Director of Digital, Data and Technology	375 – 380	–	–	–	375 – 380
Simon Morris Director of Human Resources and Organisation & Employee Development	115 – 120	–	–	46,000	160 – 165
Iain Banfield Chief Financial Officer	115 – 120	–	–	10,000	125 – 130
Chris Pope(4) Chief Operations Officer Annual Equivalent	90 – 95 (130 – 135)	–	–	25,000	115 – 120 (130 – 135)
Karina Singh(5) Director of Transformation Annual Equivalent	25 – 30 (110 – 115)	–	–	20,000 –	45 – 50 (110 – 115)

1. Audited.

2. The value of pension benefits accrued during the year is calculated as (the real increase in pension multiplied by 20) plus (the real increase in any lump sum) less (the contributions made by the individual). The real increases exclude increases due to inflation or any increases or decreases due to a transfer of pension rights.

3. Jon Parry’s appointment as Interim Director of Digital, Data and Technology commenced on 2 August 2021. The disclosed amounts above relate to the period of 1 April 2022 to 31 March 2023.

4. Chris Pope’s appointment as Chief Operations Officer ended on 30 November 2022. He received an exit package of 85-90 during the period in addition to the remuneration shown above, giving a total remuneration received during the period of 200-205.

5. Karina Singh’s appointment as Director of Transformation ended on 30 June 2022.

Salary

‘Salary’ includes gross salary, reserved rights to London weighting or London allowances, recruitment and retention allowances and any other allowance to the extent that it is subject to UK taxation. The tables on pages 76 to 78 are based on accrued payments made by HM Land Registry and thus recorded in these accounts.

Benefits in kind

The monetary value of benefits in kind covers any benefits provided by HM Land Registry and treated by HM Revenue and Customs as a taxable emolument.

Performance awards

Awards are based on performance levels attained and are made as part of the performance review process as discussed and noted at the Remuneration Committee in August 2022. The awards reported relate to the performance in the year in which they were paid to the individual. There were no performance payments made in 2022-23. The awards reported in 2022-23 relate to performance in 2021-22.

Remuneration – non-executive Board Members(1)

	2022-23 £'000	2021-22 £'000
Michael Mire (2) Non-executive Chair (Annual equivalent)	15 – 20 (55 – 60)	55 – 60 –
Neil Sachdev (3) Non-executive Chair (Annual equivalent)	30 – 35 (55 – 60)	– –
Katy Baldwin (4) Non-executive Director	–	–
Kirsty Cooper Non-executive Director	20 – 25	20 – 25
Angela Morrison Non-executive Director	20 – 25	20 – 25
Elliot Jordan Non-executive Director	20 – 25	20 – 25
Ann Henshaw Non-executive Director (Annual equivalent)	20 – 25 –	15 – 20 (20 – 25)
Jeremy Pee Non-executive Director (Annual equivalent)	20 – 25 –	15 – 20 (20 – 25)

1. Audited.

2. Michael Mire’s appointment as Non-executive Chair ended on 7 August 2022

3. Neil Sachdev’s appointment as Non-executive Chair started on 2 September 2022

4. Katy Baldwin from UK Government Investments’ (UKGI) HM Land Registry sponsor team represented the interest of BEIS Ministers on the Board and does not receive any remuneration from HM Land Registry.

Pension benefits(1)

	Real increase in pension and lump sum at 60		Total accrued at March 2023		Cash equivalent transfer value (CETV) at 31 March		Real increase in CETV after adjustment for inflation and changes in investment factors
	Pension £’000	Lump sum £’000	Pension £’000	Lump sum £’000	2023 £’000	2022 £’000	£’000
Simon Hayes Chief Executive and Chief Land Registrar	0 – 2.5	0	50 – 55	85 – 90	833	759	-16
Mike Harlow General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar	0 – 2.5	0	35 – 40	0	618	562	-7
Jon Parry Interim Director of Digital, Data and Technology	–	–	–	–	–	–	–
Simon Morris Director of Human Resources and Organisation & Employee Development	2.5 – 5	0	5 – 10	0	91	56	23
Iain Banfield Chief Financial Officer	0 – 2.5	0	35 – 40	55 – 60	526	477	-8
Chris Pope Chief Operations Officer	0 – 2.5	0	20 – 25	0	389	344	19
Karina Singh Director of Transformation	0 – 2.5	0 – 2.5	55 – 60	50 – 55	1,009	973	14

1. Audited

Civil Service pensions

Pension benefits are provided through the Civil Service pension arrangements. From 1 April 2015 a new pension scheme for civil servants was introduced – the Civil Servants and Others Pension Scheme or alpha, which provides benefits on a career average basis with a normal pension age equal to the member’s State Pension Age (or 65 if higher). From that date all newly appointed civil servants and the majority of those already in service joined alpha. Prior to that date, civil servants participated in the Principal Civil Service Pension Scheme (PCSPS). The PCSPS has four sections: 3 providing benefits on a final salary basis (classic, premium or classic plus) with a normal pension age of 60; and one providing benefits on a whole career basis (nuvos) with a normal pension age of 65.

These statutory arrangements are unfunded with the cost of benefits met by monies voted by Parliament each year. Pensions payable under classic, premium, classic plus, nuvos and alpha are increased annually in line with Pensions Increase legislation. Existing members of the PCSPS who were within 10 years of their normal pension age on 1 April 2012 remained in the PCSPS after 1 April 2015. Those who were between 10 years and 13 years and 5 months from their normal pension age on 1 April 2012 will switch into alpha sometime between 1 June 2015 and 1 February 2022. All members who switch to alpha have their PCSPS benefits ‘banked’, with those with earlier benefits in one of the final salary sections of the PCSPS having those benefits based on their final salary when they leave alpha. (The pension figures quoted for officials show pension earned in PCSPS or alpha – as appropriate. Where the official has benefits in both the PCSPS and alpha the figure quoted is the combined value of their benefits in the two schemes.) Members joining from October 2002 may opt for either the appropriate defined benefit arrangement or a ‘money purchase’ stakeholder pension with an employer contribution (partnership pension account).

Employee contributions are salary-related and range between 4.6% and 8.05% for members of classic, premium, classic plus, nuvos and alpha. Benefits in classic accrue at the rate of 1/80th of final pensionable earnings for each year of service. In addition, a lump sum equivalent to three years initial pension is payable on retirement. For premium, benefits accrue at the rate of 1/60th of final pensionable earnings for each year of service. Unlike classic, there is no automatic lump sum. classic plus is essentially a hybrid with benefits for service before 1 October 2002 calculated broadly as per classic and benefits for service from October 2002 worked out as in premium. In nuvos a member builds up a pension based on his pensionable earnings during their period of scheme membership. At the end of the scheme year (31 March) the member’s earned pension account is credited with 2.3% of their pensionable earnings in that scheme year and the accrued pension is uprated in line with Pensions Increase legislation. Benefits in alpha build up in a similar way to nuvos, except that the accrual rate in 2.32%. In all cases members may opt to give up (commute) pension for a lump sum up to the limits set by the Finance Act 2004.

The partnership pension account is a stakeholder pension arrangement. The employer makes a basic contribution of between 8% and 14.75% (depending on the age of the member) into a stakeholder pension product chosen by the employee from a panel of providers. The employee does not have to contribute, but where they do make contributions, the employer will match these up to a limit of 3% of pensionable salary (in addition to the employer’s basic contribution). Employers also contribute a further 0.5% of pensionable salary to cover the cost of centrally-provided risk benefit cover (death in service and ill health retirement).

The accrued pension quoted is the pension the member is entitled to receive when they reach pension age, or immediately on ceasing to be an active member of the scheme if they are already at or over pension age. Pension age is 60 for members of classic, premium and classic plus, 65 for members of nuvos, and the higher of 65 or State Pension Age for members of alpha. (The pension figures quoted for officials show pension earned in PCSPS or alpha – as appropriate. Where the official has benefits in both the PCSPS and alpha the figure quoted is the combined value of their benefits in the two schemes, but note that part of that pension may be payable from different ages.)

Further details about the Civil Service pension arrangements can be found at the website www. civilservicepensionscheme.org.uk

Cash equivalent transfer values

A Cash Equivalent Transfer Value (CETV) is the actuarially assessed capitalised value of the pension scheme benefits accrued by a member at a particular point in time. The benefits valued are the member’s accrued benefits and any contingent spouse’s pension payable from the scheme. A CETV is a payment made by a pension scheme or arrangement to secure pension benefits in another pension scheme or arrangement when the member leaves a scheme and chooses to transfer the benefits accrued in their former scheme. The pension figures shown relate to the benefits that the individual has accrued as a consequence of their total membership of the pension scheme, not just their service in a senior capacity to which disclosure applies.

The figures include the value of any pension benefit in another scheme or arrangement which the member has transferred to the Civil Service pension arrangements. They also include any additional pension benefit accrued to the member as a result of their buying additional pension benefits at their own cost. CETVs are worked out in accordance with The Occupational Pension Schemes (Transfer Values) (Amendment) Regulations 2008 and do not take account of any actual or potential reduction to benefits resulting from Lifetime Allowance Tax which may be due when pension benefits are taken. CETV figures are calculated using the guidance on discount rates for calculating unfunded public service pension contribution rates that was extant at 31 March 2023. HM Treasury published updated guidance on 27 April 2023; this guidance will be used in the calculation of 2023-24 CETV figures.

Real increase in CETV

This reflects the increase in CETV that is funded by the employer. It does not include the increase in accrued pension due to inflation, contributions paid by the employee (including the value of any benefits transferred from another pension scheme or arrangement) and uses common market

Reporting of Civil Service and other compensation schemes – exit packages(1)

Exit package cost band	Number of compulsory redundancies		Number of other departures agreed		Total number of exit packages by cost band
	2022-23	2021-22	2022-23	2021-22	2022-23	2021-22
£0–£10,000	–	–	3	4	3	4
£10,001–£25,000	–	–	1	1	1	1
£25,001–£50,000	–	–	1	1	1	1
£50,001–£100,000	–		3	2	3	2
£100,001–£150,000	–	–	–	–	–	–
£150,001–£200,000	–	–	–	–	–	–
>£200,000	–	–	–	–	–	–
Total number of exit packages	–	–	8	8	8	8
Total cost	–	–	£225,190	£184,641	£225,190	£184,641

1. Audited.

There were eight ex-gratia payments in 2022-23 totalling £225,190 (2021-22: 8, £184,641).

Compensation for loss of office

Redundancy and other departure costs have been paid in accordance with the provisions of the Civil Service Compensation Scheme, a statutory scheme made under the Superannuation Act 1972. Exit costs are accounted for in full in the year of contractual agreement to depart. Where applicable, the additional costs of buy-out of reduced pension benefit are met by HM Land Registry and not by the Civil Service pension scheme. Ill health retirement costs are met by the pension scheme and are not included in the table.

Pay multiples(1)

Reporting bodies are required to disclose the relationship between the remuneration of the highest paid director in their organisation for the lower quartile, median and upper quartile remuneration of the organisation’s workforce.

Total remuneration includes salary, allowances, overtime, non-consolidated performance-related payments and benefits in kind. It does not include employer pension contributions and the cash equivalent transfer value of pensions payments.

	2022-23	2021-22
Band of highest paid director’s total remuneration (£’000)	375 – 380(2)	380 – 385
Median (£) Median (remuneration ratio)	32,390 11.6	31,149 12.3
Lower quartile (£) Lower quartile (remuneration ratio)	28,080 13.4	27,130 14.1
Upper quartile (£) Upper quartile (remuneration ratio)	40,020 9.4	39,152 9.8

	Salary and allowances	Performance pay and bonuses
Percentage change between 2021-22 and 2022-23 for highest paid director	48%	-1%
Percentage change between 2021-22 and 2022-23 for remaining employees	4.26%	6.44%

1. Audited.

The tables below show the results if the calculations had been made against the highest paid permanent director:

	2022-23	2021-22
Band of highest paid permanent director’s total remuneration (£’000)	135 – 140	135 – 140
Median (£)	32,390	31,149
Median (remuneration ratio)	4.3	4.4
Lower quartile (£)	28,080	27,130
Lower quartile (remuneration ratio)	5.0	5.0
Upper quartile (£)	40,020	39,152
Upper quartile (remuneration ratio)	3.5	3.5

	Salary and allowances	Performance pay and bonuses
Percentage change between 2021-22 and 2022-23 for highest paid permanent director	2%	0%
Percentage change between 2021-22 and 2022-23 for remaining employees	4.59%	6.44%

The table below shows the comparative pay ranges for staff remuneration (excludes pension benefits).

	2022-23	2021-22
Lowest remuneration (£’000)	20 – 25	15 – 20
Highest remuneration (£’000)	375 – 380	380 – 385

The percentage changes for remaining employees have been calculated using the values of active employees as at 31 March for each respective year. The percentage change increase in salary and allowances for remaining staff is mainly due to the increase in employee headcount in 2022-23 when compared with 2021-22.

The 6.4% increase in performance pay and bonuses is due to the increase in performance payments made in 2022-23 when compared with the payments in 2021-22.

2. Staff report

Staff costs for 2022-23(1)

	Permanent staff £’000	Apprentices £’000	Others £’000	Total £’000
Salaries	210,221	527	471	211,219
Social security costs	22,752	34	42	22,828
Other pension costs	52,581	86	46	52,713
Total staff costs	285,554	647	559	286,760

1. Audited

Staff report as at 31 March 2023

	2022-23	2021-22
Number of permanent employees (including fixed-term appointments)	6,814	6,677
Permanent full-time equivalents on 31 March1	6,189	6,077
Number of apprentices on 31 March	79	75
Number of temporary/contract staff on 31 March1	237	70
Average sickness days per employee	8.9	8.1
Average number of training days per employee	6.1	6.5
Training days per apprentice	52.0	51.9
Training spend as percentage of salary bill	0.4%	0.25
Female employees	60.7%	60.6%
Employees working part-time	31.1%	30.7%
Employees from ethnic minorities	5.7%	5.9%
Employees who report they have a disability	10.2%	6.7%
Staff turnover	6.8%	5.7%
Staff engagement scores	65%	71%

Gender analysis at 31 March 2023

	Male	Female	Total
Non-executive directors	3	3	6
Executive directors(1)	5	0	5
Senior Civil Service – band 2(1)	4	0	4
Senior Civil Service – band 1(1)	10	15	25
Permanent employees (not including Senior Civil Service)(2)	2,641	4,118	6,759
Apprentices(2)	41	38	79

1. Some Senior Civil Service employees are also directors and are included in both categories.
2. Some apprentices are also permanent employees and are included in both categories.

Average full-time equivalent in year

	2017-18	2018-19	2019-20	2020-21	2021-22	2022-23
	4,549	4,872	5,136	5,503	6,072	6,391

Resourcing

Recruitment is key to the long-term health of HM Land Registry and core to successful delivery of our Strategy 2022+, particularly in supporting the growth of capability and capacity to deliver core services. An annual strategic workforce plan supports the development of resourcing plans that deliver a programme of planned, regular and proactive recruitment.

This year we have recruited externally to ensure that core operational and support services have the capacity to deliver statutory functions to agreed service standards. We have addressed front-line needs and future workforce sustainability by recruiting caseworkers in volume. Alongside this, significant internal development and training activity has been undertaken to ensure our colleagues have the essential skills in place at the right level.

We have enhanced specific capability areas, particularly in digital transformation and agile development skills, through regular recruitment and engagement of delivery partners through the Government Frameworks. This has improved digital capacity, to deliver our aims for a digital Land Register and help towards redefining the future role of caseworkers. We have supported the Local Land Charges programme by increasing capacity within the team, including the use of contingent labour to support the rapid growth and expansion of the programme.

We have built on our existing entry routes and our apprenticeship schemes have provided the opportunity for people to gain a qualification in legal, human resources, information technology and finance. We have also recruited Civil Service Fast Streamers across a range of disciplines and recruited IT student placements in our Digital, Data and Technology function.

As part of the annual workforce plan we actively encouraged increased representation across all diverse groups. We are governed by the Civil Service Commission Recruitment Principles which requires the selection of people for appointment to be on merit and on the basis of fair and open competition and maintained compliance. All our job opportunities are advertised supporting the Disability Confident Scheme which ensures disabled people will progress to the next stage of the selection process if their application meets the minimum criteria. It is our policy to ensure that any tests used do not discriminate against disabled candidates and adequate reasonable adjustments are made where required.

Recruitment

New marketing and attraction strategies have been used to source candidates for hard to fill roles and we have strengthened our employer brand through advertising on different social channels with increased use of video, use of employee blogs and targeted candidate packs. Our updated Employee Value Proposition (EVP) includes reference to the fact that we have a strong and positive culture, a commitment to inclusivity, an emphasis on continuous learning and development, and flexible ways of working. We offer competitive pay and annual leave, attractive pension options and a wide range of other benefits. Our EVP states we are unique in terms of the economic and social impacts of our work, our ability to make a positive difference to the lives of our customers, our sense of mission, and our great people. We want our people to feel proud to work for HM Land Registry and able to fulfil their full potential.

HM Land Registry is committed to equality of opportunity and diversity and we have introduced government schemes to support those who many need extra help in obtaining employment such as prison leavers and veterans. We are growing our Recruitment Ambassador network, working closely with our employee networks to target recruitment of underrepresented groups.

HM Land Registry currently uses the Public Sector Resourcing (PSR) framework for the procurement of non-payroll contractors. Contractors have been used to meet short-term and/or urgent needs for specialist or skilled resource, and information regarding compliance and disclosures is included on page 75. HM Land Registry adheres to Cabinet Office approval guidelines and has rigorous internal approval processes.

Health and wellbeing

This year we launched our Health and Wellbeing Approach to 2024, which is accompanied by a refreshed action plan.

Setting out this approach for HM Land Registry is a signal of our continued commitment to the health and wellbeing of our colleagues and embedding this as a priority within the organisation. It aims to give us the focus we need to be able to provide a happy and healthy workplace where everyone feels productive, supported and engaged with our values.

Our approach has five key health and wellbeing priorities as our drivers.

These are to:

• provide visible leadership for health and wellbeing and ensure line managers are all aware of their responsibilities in supporting their employee’s health and wellbeing needs; encourage an open dialogue leading to action on mental health;
• create a safe and healthy hybrid working environment which fosters a culture of positive wellbeing;
• provide impactful and inclusive wellbeing support based on the needs of our people; and
• improve the general wellbeing of all our workforce, not least through the delivery of a programme of health and well-being activity.

We will also tie into the wider Civil Service focus areas, where projects are taking place to improve how wellbeing practices are shared, support attendance, and encourage smarter working.

Our approach and action plan focuses on the areas of importance to HM Land Registry, driven by insight received through data as well as feedback from our colleagues. We are committed to continuing to work collaboratively alongside our departmental trade union and colleagues from the wide range of HM Land Registry staff networks to develop further our wellbeing vision and target actions. It has also been aligned to key external indicators, including the Mental Health at Work Commitment and the MIND Workplace Wellbeing Index.

This year we have delivered a variety of initiatives to support our colleagues and the organisation:

Introduction of Wellbeing Dashboards – to provide senior management with regular sickness absence data, triangulated with other datasets such as engagement and wellbeing, to explore potential underlying issues or root causes and suggest action and interventions.

Recruitment of more mental health first aiders – to ensure we have enough support available for staff when they need a confidential point of contact and support if they feel desperate, overwhelmed or in need of someone to talk to, while at work.

Launch of a new menopause policy – colleagues from HR, Health and Wellbeing, and the Women’s Network created a Menopause Policy, which outlines information and support available for anyone experiencing menopause and menopausal symptoms, as well as providing guidance and information for managers.

Creation of a new HM Land Registry ‘Money Tips’ Teams group – as part of ‘Talk Money’ week we launched our ‘Money Tips’ Teams page which incorporates staff’s feedback and ideas on how to save money. We wanted to create an opportunity for rolling live chat that everyone can contribute to and utilise all year round.

Piloted suicide awareness training for line managers – to provide managers with the skills and tools so as to increase their confidence to be an additional source of support to their fellow line manager colleagues if/when supporting staff in matters relating to suicide.

Relaunched line manager mental health training – using MIND’s Managing mental health at work e-learning course, the training goes through the importance of looking after a manager’s and their employees’ mental health and builds manager’s confidence in supporting employees.

Provided free sanitary products in HM Land Registry offices – to address the issue of period poverty, working with Hey Girls we have made available free period products in all of our women’s and accessible toilets.

Capability

This year key priorities for the development of our colleagues have included:

• a increased focus on effective performance conversations;
• development and launch of pilot Leadership Talent Programmes;
• growth of our Land Registration Academy; and
• increasing our digital skills capability in a hybrid working environment.

More detail can be found in the Our people update in the Performance report starting on page 32.

Employee involvement

We continue to engage both informally and formally with our colleagues and their representatives.

Chief Executive and director blogs have continued to be issued during the year and colleagues have been encouraged to respond to these with the aim of creating open and honest dialogue and exchange of views. This has been complemented with virtual question and answer sessions, with high attendance from the workforce overall.

Managers are required to have regular monthly discussions with individual team members to discuss openly employee performance, ideas for improvements to working practices, wider organisational issues, changes and any employee concerns. For our operational colleagues, our continued investment in Brilliant Teams, Inspiring Leaders has reinforced that approach.

We meet regularly with our recognised trade unions. The Chief Executive and members of his team formally meet representatives at the Departmental Whitley Council meetings twice a year. There are structures in place for local Whitley meetings, and unions are consulted on specific issues.

Informal regular dialogue between the Chief Executive and trade union leads has continued during the year. Day-to-day operation of employment relations is managed through monthly Engagement and Consultation meetings between senior management and departmental trade union representatives, alongside fortnightly Transformation and Change meetings. We maintained informal weekly meetings to provide early insight to possible changes within the organisation to resolve issues and concerns promptly.

We continue to co-monitor the use of Facility Time with union colleagues and are within the 0.1% paybill guide figure set by and reported to Cabinet Office.

We have continued a focus on our culture maturity in line with our defined aspirations, with a focus on key activities that would help accelerate us towards our cultural aspirations.

The People and Estates Committee progress against our modernising our ways of working objectives. Our principal risk which focuses on engagement and culture and specific controls are aligned on this basis. Similar activity is replicated and monitored within each directorate.

Feedback from colleagues continues to be a key component in planning and assessing progress towards our desired culture. In addition to survey feedback, continued constructive discussion with unions at both departmental and local level, in addition to encouraging colleague involvement on other committees (including health and wellbeing, social and sports, diversity and charity), and directors’ visits with question and answer sessions, are all essential in ensuring our colleagues’ views are heard and understood.

Diversity and inclusion

We continue to strive to be the most inclusive employer in the Civil Service and to reflect the society we serve. We continually review and check best practice with other departments and the private sector. Resourcing is a priority area and we have a wide range of inclusive activities in place to ensure resourcing is accessible and welcoming to all, such as adjustments from sift through to interview, name blind recruitment and gender-balanced panels.

We are a Disability Confident leader and continue to score highly for inclusion in the Civil Service People Survey with 83%.

We have an action plan in place to deliver the three themes of our strategy: improving representation, creating an inclusive culture, and embedding Diversity & Inclusion. This action plan is reviewed by an internal governance committee made up of diversity networks, inclusion champions and the trade unions.

We have active diversity networks for disability, LGBTI+ (lesbian, gay, bisexual, transgender, intersex +), age, women, faith or belief and people from ethnic minority backgrounds. These have grown through the year. They are there to support colleagues and allies but also link into the organisation. This year saw the launch of a new network for neurodiversity, Spectrum.

We have reviewed and relaunched our senior diversity champions who are allies and advocates.

We ensure our policies are inclusive and this year launched a new gender identity and intersex policy. We refreshed and updated our equality impact assessment process embedding it in our people impact assessments. For colleagues who are disabled or become disabled we offer workplace adjustments both hard and soft. We use occupational health to get the best advice tailored to the individual and use workplace passports and we are able to adjust policies to provide the appropriate adjustment.

Trade union facility time

Time period: 1 April 2022 to 31 March 2023

Months: 12

Table 1: Relevant union officials

Number of employees who were relevant union officials during the relevant period	Full-time equivalent employee number
118	107.55

Table 2: Percentage of time spent on facility time

Percentage of time	Number of employees
0%	43
1 – 50%	74
51 – 99%	1
100%	0
Total	118

Table 3: Percentage of pay bill spent on facility time

	Amount
Total cost of facility time	£178,894.99
Total pay bill	£286,607,668
Percentage of total pay bill spent on facility time	0.062%

Table 4: Paid trade union activities

Total number of hours spent on paid trade union activities	0.00
Total number of hours spent on paid facility time	11167.16
Time spent on paid trade union activities as a percentage of total paid facility hours	0.00%

3. The Statement of Outturn Against Parliamentary Supply and related notes (audited) For the period ended 31 March 2023

In addition to the primary financial statements prepared under IFRS, the Government Financial Reporting Manual (FReM) requires HM Land Registry to prepare a Statement of Outturn against Parliamentary Supply (SoPS) and supporting notes. The SoPS and related notes are subject to audit, as detailed in the Certificate and Report of the Comptroller and Auditor General to the House of Commons.

The SoPS is a key accountability statement that shows, in detail, how an entity has spent against their Supply Estimate. Supply is the monetary provision (for resource and capital purposes) and cash (drawn primarily from the Consolidated Fund), that Parliament gives statutory authority for entities to utilise. The Estimate details supply and is voted on by Parliament at the start of the financial year.

Should an entity exceed the limits set by their Supply Estimate, called control limits, their accounts will receive a qualified opinion.

The format of the SoPS mirrors the Supply Estimates, published on GOV.UK, to enable comparability between what Parliament approves and the final outturn.

The SoPS contains a summary table, detailing performance against the control limits that Parliament has voted on, cash spent (budgets are compiled on an accruals basis and so outturn won’t exactly tie to cash spent) and administration.

The supporting notes detail the following: Outturn by Estimate line, providing a more detailed breakdown (SoPS Note 1); a reconciliation of outturn to net operating expenditure in the Statement of Comprehensive Net Expenditure (SoCNE), to tie the SoPS to the financial statements (SoPS Note 2); a reconciliation of outturn to net cash requirement (SoPS Note 3); and, an analysis of income payable to the Consolidated Fund (SoPS Note 4).

The SoPS and Estimate are compiled against the budgeting framework which is similar, but different to IFRS. An understanding of the budgeting framework and an explanation of key terms is provided on pages 46 to 49, in the financial review section of the performance report. Further information on the Public Spending Framework and the reasons why budgeting rules are different to IFRS can also be found in Chapter 1 of the Consolidated Budgeting Guidance, available on GOV.UK.

The SoPS provide a detailed view of financial performance, in a form that is voted on and recognised by Parliament. The financial review, in the Performance Report, provides a summarised discussion of outturn against estimate and functions as an introduction to the SoPS disclosures.

Estimate outturn compared with Voted Estimate

Summary table 2022-23

Type of spend	SoPS Note	Outturn			Estimate			Outturn vs Estimate saving/(excess)		Prior Year Outturn
		Voted £’000	Non- Voted £’000	Total £’000	Voted £’000	Non- Voted £’000	Total £’000	Voted £’000	Total £’000	Total 2021-22 £’000
Departmental Expenditure Limit
Resource	1.2	395,140	–	395,140	409,148	–	409,148	14,008	14,008	364,593
Capital	1.2	47,582	–	47,582	58,349	–	58,349	10,767	10,767	109,507
Total		442,722	–	442,722	467,497	–	467,497	24,775	24,775	474,100
Annually Managed Expenditure
Resource	1.1	(9,006)	–	(9,006)	17,000	–	17,000	26,006	26,006	(307)
Capital	1.2	894	–	894	2,000	–	2,000	1,106	1,106	–
Total		(8,112)	–	(8,112)	19,000	–	19,000	27,112	27,112	(307)
Total budget
Total resource		386,134	–	386,134	426,148	–	426,148	40,014	40,170	364,287
Total capital		48,476	–	48,476	60,349	–	60,349	11,873	11,873	109,507
Total budget expenditure		434,610	–	434,610	486,497	–	486,497	51,887	52,043	473,794
Non-budget expenditure		–	–	–	–	–	–	–	–	–
Total budget and non-budget		434,610	–	434,610	486,497		486,497	51,887	51,887	473,794

Figures in the areas outlined in thick line cover the voted control limits voted by Parliament. Refer to the Supply Estimates guidance manual, available at GOV.UK, for detail on the control limits voted by Parliament.

Net cash requirement 2022-23

	SoPS Note	Outturn £’000	Estimate £’000	Outturn vs Estimate saving / (excess) £’000	Prior Year Outturn Total 2021-22 £’000
Net cash requirement	3	423,186	459,108	35,922	405,520

Notes to the Statement of Outturn against Parliamentary Supply 2022-23

SoPS 1. Outturn detail, by estimate line

SoPS 1.1 Analysis of net resource outturn by estimate line

	Resource Outturn				Estimate			Outturn vs Estimate saving/ (excess)	2021-22 Total Outturn
	Programme			Total
Type of spend (Resource)	Gross	Income	Net		Total	Virements	Total inc. virements
Spending in Departmental Expenditure Limits (DEL)
Voted expenditure
A. HM Land Registry core DEL expenditure	395,140	–	395,140	395,140	409,148	–	409,148	14,008	364,593
Total spending in DEL	395,140	–	395,140	395,140	409,148	–	409,148	14,008	364,593
Spending in Annually Managed Expenditure (AME)
Voted expenditure
B. HM Land Registry core AME expenditure	(9,006)	–	(9,006)	(9,006)	17,000	–	17,000	26,006	(307)
Total spending in AME	(9,006)	–	(9,006)	(9,006)	17,000	–	17,000	26,006	(307)
Total resource	386,134	–	386,134	386,134	426,148		426,148	40,014	364,287

SoPS 1.2 Analysis of capital outturn by section

	Outturn			Estimate			Outturn vs Estimate saving/ (excess) £’000	2021-22 Total Outturn £’000
Type of spend (capital)	Gross £’000	Income £’000	Net £’000	Total £’000	Virements £’000	Total inc. virements £’000
Spending in Departmental Expenditure Limits (DEL)
Voted expenditure
A. HM Land Registry core DEL expenditure	47,582	–	47,582	58,349	–	58,349	10,767	109,507
Total spending in DEL	47,582	–	47,582	58,349	–	58,349	10,767	109,507
Spending in Annually Managed Expenditure (AME)
Voted expenditure
B. HM Land Registry core AME expenditure	894	–	894	2,000	–	2,000	1,106	–
Total spending in AME	894	–	894	2,000	–	2,000	1,106	–
Total capital	48,476		48,476	60,349		60,349	11,873	109,507

The total Estimate columns include virements. Virements are the relation of provision in the Estimates that do not require parliamentary authority (because Parliament does not vote to that level of detail and delegates to HM Treasury). Further information on virements are provided in the Supply Estimates Manual, available on GOV.UK.

The outturn vs estimate column is based on the total including virements. The estimate total before virement have been made is included so that users can tie the estimate back to the Estimates laid before Parliament.

Resource and Capital Spending within HM Land Registry’s Departmental Expenditure Limits (DEL)

RDEL

The RDEL underspend of £14.0m was largely driven by the underspend of £7.7m against staff costs as forecast full-time equivalent numbers were reduced during 2022- 23 and an underspend of £6.4m in respect of Local Land Charges Burdens and Transitions payments as fewer local authorities migrated as originally forecast. These were offset by an overspend in overtime payments.

CDEL

The CDEL underspend in 2022-23 is £11.8m. This is largely due to an underspend within the combined Transformation Portfolio and a smaller underspend relating to IFRS16 Leases within the Finance & Business Services portfolio.

Resource spending within HM Land Registry’s Annually Managed Expenditure (AME) HM Land Registry also holds an indemnity provision for claims. This provision value is uncertain, and funding was set aside for any change in value. In 2022-23, the HM Treasury Public Expenditure System (PES) discount rates moved in-line with inflation, resulting in a £12.7m decrease in the value of the indemnity provision. This reduction is outside of HM Land Registry’s control, and is an accounting adjustment. It does not reflect any change in risk relating to the valuation of the provision. In addition, the AME budget also includes contingency for any change in the value of HM Land Registry’s right-of-use assets, which did not crystalise in 2022-23.

SoPS 2. Reconciliation of outturn to net operating expenditure

	Note	Outturn £’000	2021-22 Total Outturn £’000
Total resource outturn in SoPS	SoPS 1.1	386,134	364,287
Add: Research and Development		–	22
Add: Capital grant-in-kind	SoCNE	–	231
Add: Dilapidation’s provision charged to AME	SoCNE	893	–
Less: Other operating income	SoCNE	(2,422)	(2,704)
Total		384,605	361,836
Net operating expenditure in Consolidated Statement of Net Comprehensive Expenditure	SoCNE	384,605	361,836

As noted in the introduction to the SoPS above, outturn and the Estimates are compiled against the budgeting framework, which is similar to, but different from, IFRS. Therefore this reconciliation bridges the resource outturn to net operating expenditure, linking the SoPS to the Financial Statements.

Capital grant-in-kind reflect the budget transfer in relation to the asset transfer to the Government Property Agency. In 2021-22, this related to the transfer of the transfer of legacy assets with a total value of £231,000.

SoPS 3. Reconciliation of net resource outturn to net cash requirement

2022-23	SoPS Note	Outturn £’000	Estimate £’000	Outturn vs Estimate saving / (excess) £’000
Resource outturn	1.1	386,134	426,148	40,014
Capital outturn	1.2	48,476	60,349	11,873
		434,610	486,497	51,887
Adjustments to remove non-cash items:
Depreciation and amortisation (including repayment of capital finance lease)		(18,906)	(23,389)	(4,483)
Indemnity Provision Movement		8,082	(19,000)	(27,082)
Other provision movement		(1,840)		1,840
Capital repayment of leases		5,922	–	(5,922)
Impairment of non-current assets		(1,427)	–	1,427
Auditor's remuneration		(118)	–	118
IFRS16 lease additions		(8,108)		8,108
IFRS 16 lease revaluations		5,073		(5,073)
Adjustments to reflect movements in working balances
Increase/(decrease) in receivables		(1,554)	–	1,554
(Increase)/decrease in payables		(2,777)	15,000	17,777
Use of provisions		4,718	–	(4,718)
Movements in items not passing through the SoCNE		(490)	–	490
Net cash requirement		423,185	459,108	35,923

As noted in the introduction to the SoPS above, Outturn and the Estimates are compiled against the budgeting framework, not on a cash basis. Therefore, this reconciliation bridges the resource and capital outturn to the net cash requirement.

SoPS 4. Amounts of income to the

Consolidated Fund

SoPS4.1 Income payable to the Consolidated Fund

	2022-23 Outturn total		2021-22 Outturn total
The following income is payable to the Consolidated Fund	Accruals £’000	Cash basis £’000	Accruals £’000	Cash basis £’000
Income outside the ambit of the Estimates	2,422	1,580	2,704	2,772
Excess cash surrenderable to the Consolidated Fund	–	617	–	868
Total amounts paid and payable to the Consolidated Fund	2,422	2,197	2,704	3,640

SoPS4.2 Consolidated Fund income

Consolidated Fund income shown in Trust Statement’s Note 4.1 does not include any amounts collected by the department where it was acting as agent for the Consolidated Fund rather than as principal. The amounts collected as agent for the Consolidated Fund (which are otherwise excluded from the main financial statements) are reported as part of the Trust Statement within this Annual Report and Accounts.

Parliamentary accountability disclosures

1. Losses and special payments (audited)

There is one special payment and no losses to disclose that is above the reporting threshold of £300,000, which was for £350,000. That payment relates to a legal settlement and has been approved by HM Treasuy. All other losses and special payments were below this reporting threshold (2021-22: £0k).

2. Fees and charges1 (audited)

The following information on the main activities of HM Land Registry is produced for fees and charges purposes and does not constitute segmental reporting under IFRS 8 Operating Segements (see the Departmental Account’s Note 2).

	Statutory			Non-statutory
2022-23	Registration of title(2) £’000	Land Charges and Agricultural Credits(3) £’000	Local Land Charges(4) £’000	Rental income £’000	Commercial income(5) £’000	Total £’000
Income	343,484	6,482	789	2,422	4,007	357,184
Cost of service	(376,907)	(1,643)	(7,255)	(297)	(1,159)	(387,261)
Operating surplus / (deficit)	(33,423)	4,839	(6,466)	2,125	2,848	(30,077)
2021-22
Income	307,023	7,279	408	2,704	4,219	321,633
Cost of service	(353,499)	(221)	(6,993)	(337)	(1,983)	(363,033)
Operating surplus / (deficit)	(46,476)	7,058	(6,585)	2,367	2,236	(41,400)

1. Audited

2. Registration of title - includes HM Land Registry’s statutory duties under the Land Registration Act 2002.

3. Land Charges and Agricultural Credits - registry of short-term loans secured on farming stock and other agricultural assets.

4. Local Land Charges - The Infrastructure Act 2015 passed to HM Land Registry the responsibility for maintaining a register of Local Land Charges (LLC). Approval was given for a phased delivery of LLC and phase 1 service went live in July 2018. The LLC programme remains under construction, with the costs of development exceeding the associated income.

5. Commercial Income - includes commercial release of HM Land Registry data.

3. Remote contingent liabilities (audited)

The judgements taken to place a value on the Indemnity Fund are an assessment for events at this point in time and do not include an assessment for events that are too uncertain or remote to include. Therefore there is no recognition of the potential change in value of the provision for uncertain events and an assessment is only made for changes in value of known events. Further details of the impact of changes in known events are shown on page 115 and 116.

Simon Hayes
Chief Land Registrar and Chief Executive
12 July 2023

The Certificate and Report of the Comptroller and Auditor General to the House of Commons

Opinion on financial statements

I certify that I have audited the financial statements of HM Land Registry for the year ended 31 March 2023 under the Government Resources and Accounts Act 2000. The financial statements comprise: HM Land Registry’s

• Statement of Financial Position as at 31 March 2023;
• Statement of Comprehensive Net Expenditure, Statement of Cash Flows and Statement of Changes in Taxpayers’ Equity for the year then ended; and
• the related notes including the significant accounting policies.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and UK adopted international accounting standards.

In my opinion, the financial statements:

• give a true and fair view of the state of HM Land Registry’s affairs as at 31 March 2023 and its net expenditure for the year then ended; and
• have been properly prepared in accordance with the Government Resources and Accounts Act 2000 and HM Treasury directions issued thereunder.

Opinion on regularity

In my opinion, in all material respects:

• the Statement of Outturn against Parliamentary Supply properly presents the outturn against voted Parliamentary control totals for the year ended 31 March 2023 and shows that those totals have not been exceeded; and
• the income and expenditure recorded in the financial statements have been applied to the purposes intended by Parliament and the financial transactions recorded in the financial statements conform to the authorities which govern them.

Basis for opinions

I conducted my audit in accordance with International Standards on Auditing (UK) (ISAs UK), applicable law and Practice Note 10 Audit of Financial Statements and Regularity of Public Sector Bodies in the United Kingdom (2022). My responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of my certificate.

Those standards require me and my staff to comply with the Financial Reporting Council’s Revised Ethical Standard 2019. I am independent of HM Land Registry in accordance with the ethical requirements that are relevant to my audit of the financial statements in the UK. My staff and I have fulfilled our other ethical responsibilities in accordance with these requirements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my opinion.

Conclusions relating to going concern

In auditing the financial statements, I have concluded that HM Land Registry’s use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work I have performed, I have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on HM Land Registry’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

My responsibilities and the responsibilities of the Accounting Officer with respect to going concern are described in the relevant sections of this certificate.

The going concern basis of accounting for HM Land Registry is adopted in consideration of the requirements set out in HM Treasury’s Government Financial Reporting Manual, which requires entities to adopt the going concern basis of accounting in the preparation of the financial statements where it is anticipated that the services which they provide will continue into the future.

Other Information

The other information comprises information included in the Annual Report, but does not include the financial statements and my auditor’s certificate and report thereon. The Accounting Officer is responsible for the other information.

My opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in my certificate, I do not express any form of assurance conclusion thereon.

My responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or my knowledge obtained in the audit, or otherwise appears to be materially misstated.

If I identify such material inconsistencies or apparent material misstatements, I am required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact.

I have nothing to report in this regard.

Opinion on other matters

In my opinion the part of the Remuneration and Staff Report to be audited has been properly prepared in accordance with HM Treasury directions made under the Government Resources and Accounts Act 2000.

In my opinion, based on the work undertaken in the course of the audit:

• the parts of the Accountability Report subject to audit have been properly prepared in accordance with HM Treasury directions made under the Government Resources and Accounts Act 2000;
• the information given in the Performance and Accountability Reports for the financial year for which the financial statements are prepared is consistent with the financial statements and is in accordance with the applicable legal requirements.

Matters on which I report by exception

In the light of the knowledge and understanding of HM Land Registry and its environment obtained in the course of the audit, I have not identified material misstatements in the Performance Report and Accountability Report.

I have nothing to report in respect of the following matters which I report to you if, in my opinion:

• Adequate accounting records have not been kept by HM Land Registry or returns adequate for my audit have not been received from branches not visited by my staff; or
• I have not received all of the information and explanations I require for my audit; or
• the financial statements and the parts of the Accountability Report subject to audit are not in agreement with the accounting records and returns; or
• certain disclosures of remuneration specified by HM Treasury’s Government Financial Reporting Manual have not been made or parts of the Remuneration and Staff Report to be audited is not in agreement with the accounting records and returns; or
• the Governance Statement does not reflect compliance with HM Treasury’s guidance.

Responsibilities of the Accounting Officer for the financial statements

As explained more fully in the Statement of Accounting Officer’s Responsibilities, the Accounting Officer is responsible for:

• maintaining proper accounting records;
• providing the C&AG with access to all information of which management is aware that is relevant to the preparation of the financial statements such as records, documentation and other matters;
• providing the C&AG with additional information and explanations needed for his audit;
• providing the C&AG with unrestricted access to persons within HM Land Registry from whom the auditor determines it necessary to obtain audit evidence;
• ensuring such internal controls are in place as deemed necessary to enable the preparation of financial statements to be free from material misstatement, whether due to fraud or error;
• ensuring that the financial statements give a true and fair view and are prepared in accordance with HM Treasury directions made under the Government Resources and Accounts Act 2000;
• ensuring that the annual report, which includes the Remuneration and Staff Report, is prepared in accordance with HM Treasury directions made under the Government Resources and Accounts Act 2000; and
• assessing HM Land Registry’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Accounting Officer anticipates that the services provided by HM Land Registry will not continue to be provided in the future.

Auditor’s responsibilities for the audit of the financial statements

My responsibility is to audit, certify and report on the financial statements in accordance with the Government Resources and Accounts Act 2000.

My objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a certificate that includes my opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was considered capable of detecting non-compliance with laws and regulations including fraud

I design procedures in line with my responsibilities, outlined above, to detect material misstatements in respect of non-compliance with laws and regulations, including fraud. The extent to which my procedures are capable of detecting non-compliance with laws and regulations, including fraud is detailed below.

Identifying and assessing potential risks related to non-compliance with laws and regulations, including fraud

In identifying and assessing risks of material misstatement in respect of non-compliance with laws and regulations, including fraud, I:

• considered the nature of the sector, control environment and operational performance including the design of HM Land Registry’s accounting policies.
• inquired of management, HM Land Registry’s head of internal audit and those charged with governance, including obtaining and reviewing supporting documentation relating to HM Land Registry’s policies and procedures on: identifying, evaluating and complying with laws and regulations;
• detecting and responding to the risks of fraud; and
• the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations including HM Land Registry’s controls relating to HM Land Registry’s compliance with the Government Resources and Accounts Act 2000 and Managing Public Money;
• inquired of management, HM Land Registry’s head of internal audit and those charged with governance whether: they were aware of any instances of non-compliance with laws and regulations;
• they had knowledge of any actual, suspected, or alleged fraud,
• discussed with the engagement team and the relevant internal and external specialists relating to HM Land Registry’s Indemnity Fund, regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

As a result of these procedures, I considered the opportunities and incentives that may exist within HM Land Registry for fraud and identified the greatest potential for fraud in the following areas: posting of unusual journals, complex transactions and bias in management estimates. In common with all audits under ISAs (UK), I am required to perform specific procedures to respond to the risk of management override.

I obtained an understanding of HM Land Registry’s framework of authority and other legal and regulatory frameworks in which HM Land Registry operates. I focused on those laws and regulations that had a direct effect on material amounts and disclosures in the financial statements or that had a fundamental effect on the operations of HM Land Registry. The key laws and regulations I considered in this context included Government Resources and Accounts Act 2000, Managing Public Money, Supply and Appropriation (Main Estimates) Act 2022, the Land Registration Act 2002, the Land Registration Rules 2003, the Agricultural Credits Act 1928 and the Land Charges Act 1972 and relevant employment law, pensions and tax legislation.

Audit response to identified risk To respond to the identified risks resulting from the above procedures:

• I reviewed the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described above as having direct effect on the financial statements;
• I enquired of management, the Audit and Risk Committee and in-house legal counsel concerning actual and potential litigation and claims;
• I reviewed minutes of meetings of those charged with governance and the Board; and internal audit reports; and
• in addressing the risk of fraud through management override of controls, I tested the appropriateness of journal entries and other adjustments; assessed whether the judgements on estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

I also communicated relevant identified laws and regulations and potential risks of fraud to all engagement team members including internal specialists and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

A further description of my responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: www.frc.org.uk/ auditorsresponsibilities. This description forms part of my certificate.

Other auditor’s responsibilities I am required to obtain appropriate evidence sufficient to give reasonable assurance that the Statement of Outturn against Parliamentary Supply properly presents the outturn against voted Parliamentary control totals and that those totals have not been exceeded. The voted Parliamentary control totals are Departmental Expenditure Limits (Resource and Capital), Annually Managed Expenditure (Resource and Capital), Non- Budget (Resource) and Net Cash Requirement.

I am required to obtain evidence sufficient to give reasonable assurance that the expenditure and income recorded in the financial statements have been applied to the purposes intended by Parliament and the financial transactions recorded in the financial statements conform to the authorities which govern them.

I communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control I identify during my audit.

Report

I have no observations to make on these financial statements.

Gareth Davies, 14 July 2023
Comptroller and Auditor General
National Audit Office
157-197 Buckingham Palace Road
Victoria
London
SW1W 9SP