Corporate report

‌Accountability report

Published 12 September 2024

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:

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

HM Land Registry also set up a Customer Care Review Committee towards the end of the year.

HM Land Registry Senior Executive Committees (members of the Senior Executive Committee comprise the Senior Executive Team)(SET).

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

This structure enables non-executive board members to provide appropriate challenge to the SET while enabling the SET to run HM Land Registry effectively day-to-day.

HM Land Registry Board

The role and responsibilities of the HM Land Registry Board (LRB/the Board)) are set out in the published Framework. This is in the process of being updated to reflect HM Land Registry’s sponsorship transfer to the Department for Levelling Up, Housing and Communities.

The purpose of the Board is to support, constructively challenge and provide advice and guidance to the Chief Executive and Chief Land Registrar and their supporting senior management team. LRB supervises the development and delivery of the agreed business strategy and ensures appropriate governance of the activities of HM Land Registry. 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, Change Committee and recently formed Customer Care Review Committee. Further details about these committees can be found on the following pages.

The 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.

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 105 for related party disclosures.

HM Land Registry is required to carry out a board effectiveness review on an annual basis with a review by external partners every three years. The last external review was concluded in July 2022 by Deloitte. Board members completed a Board effectiveness self-evaluation in June 2023 where they were invited to reflect on results and identify any barriers to Board effectiveness as well as considering opportunities for improvement. Actions that arose out of that process are regularly updated and discussed at Board meetings. They will also be reviewed as part of the internal review that will take place in June 2024.

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.

Board members listed are those that were in post at the end of the 2023-24 financial year.

Angela Morrison, Non-executive Board Member

Angela joined the Board in 2018. 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.

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.

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

Ann joined the Board in 2021. 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 and a member of their Executive Team. Previous roles include serving as Group HR Director at Clear Channel International and HR Director at EDF Energy.

Jeremy Pee, Non-executive Board Member and Chair of Change Committee

Jeremy joined the board in 2021. Jeremy is the co-founder of Thri5, a B2B SaaS business for retail supply chain. Prior to this, Jeremy was the Chief Digital and Technology Officer at Marks and Spencer. Previously, he was the Senior Vice President of Loblaw Digital, the digital unit of Canada’s largest retailer.

Jeremy has been a non-executive director of Matalan since 2023.

Jonathan Ingram, Non-executive Board Member, UKGI (nominated representative of the DLUHC Secretary of State)

Jonathan joined UKGI in early 2018 and as well as being part of UKGI’s Special Situations team he has undertaken a number of governance reviews of major government arm’s length bodies, led a review of UKGI’s approach to its Shareholder role and led UKGI’s Risk Function.

A lawyer by background, Jonathan has worked in both national and international law firms and was previously a director of a Sports Community Interest Company.

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

Elliot joined the Board in 2019. Elliot joined the Northern Data Group as Chief Financial Officer in March 2024. Prior to this Elliot has over 20 years of finance experience in consumer-facing businesses including senior financial positions at J Sainsbury plc, ASOS plc and Farfetch.

Outside finance, Elliot is an active sponsor for diversity, equity and inclusion, championing the conversation on community involvement and ongoing professional development across teams.

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

Kirsty joined the Board in 2018. Until December 2023 Kirsty Cooper was General Counsel and Company Secretary at Aviva.

Kirsty is a member of the Board of Trustees of the Royal Opera House and was appointed a non-executive director of Scottish Widows in March 2024. She served as a member of the Dormant Assets Commission and was appointed the Insurance and Pensions Industry Champion for dormant assets in 2018.

Mike Harlow, Deputy Chief Executive and Director of Customer and Strategy Group

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

LRB membership
Non-executive
Neil Sachdev	Non-executive Chair
Katy Baldwin	Non-executive Board Member, UK Government Investments (nominated representative of the Department of Business and Trade (DBT) and then DLUHC Secretary of State) (until July 2023)
Kirsty Cooper	Non-executive Board Member and Senior Independent Board Member
Ann Henshaw	Non-executive Board Member, Chair of Remunerations and Nominations Committee
Jonathan Ingram	Non-executive Board Member UKGI (nominated representative of the DLUHC Secretary of State) (from August 2023)
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
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 2023-24 matters covered by the LRB included:

• business planning, budget and performance framework, including revision of priorities throughout the reporting year and annual business planning;
• customer engagement, customer handling and experience at HM Land Registry;
• operational forecasting, improvement and performance;
• transformation progress, organisational and business design;
• the ongoing transfers of local land charges registers from local authorities to HM Land Registry;
• consideration of HM Land Registry’s risk appetite and refresh of organisational principal risks;
• environmental, social and governance standards; and
• staff engagement including Civil Service People Survey 2023 results, strategic workforce planning, and consideration of talent development within the organisation.

Board meetings

The LRB formally met six times in 2023-24. Most Board meetings took place in person at different local HM Land Registry offices and local office engagement activities were planned around these meetings, enabling Board members to meet with colleagues from different locations, teams and levels of experience. Hybrid participation enabled virtual attendance for individuals unable to join in-person meetings when required and fully virtual meetings took place when it was not possible to meet in person.

Engaging with stakeholders

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

• The Chair continued to engage regularly with the Geospatial Commission.
• The Chair and Chief Executive and Chief Land Registrar engaged with Ministers at our sponsors in the DLUHC. This included meetings with the Secretary of State and welcoming Baroness Penn to our Nottingham Office in January.
• Quarterly meetings took place between the Chair and other members of the Board with UKGI and the DLUHC sponsor team, 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 including HM Treasury as required.
• Members of the Board regularly met market stakeholders who are members of the Digital Property Market Steering Group, 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 

Committee Chairs provide an update to the rest of the Board after every meeting.

Audit and Risk Committee

The Audit and Risk Committee met five times in 2023-24. The Committee supports the LRB and the Chief Executive and Chief Land Registrar by monitoring and reviewing the effectiveness of HM Land Registry’s risk, assurance and audit activity. The committee updates the Board on the progress of its 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 2023-24 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 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.

The Audit and Risk Committee meetings are also supported by a number of regular attendees comprised of HM Land Registry colleagues and a representative of the National Audit Office.

Audit and Risk Committee membership

Elliot Jordan	Non-executive Board Member and Chair of Audit and Risk Committee
Katy Baldwin (until July 2023)	Non-executive Board Member, UKGI (nominated representative of the DBT and then DLUHC Secretary of State)
Jonathan Ingram (From August 2023)	Non-executive Board Member, UKGI (nominated representative of the DLUHC Secretary of State)
Angela Morrison	Non-executive Board Member

Remuneration and Nominations Committee

The Remuneration and Nominations Committee met three times in 2023-24. The committee ensures that remuneration and nomination arrangements support HM Land Registry’s aims and oversees the recruitment, retention and performance of the executive team and other Senior Civil Servants in line with Civil Service pay policies.

During 2023-24 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;
• non-executive board member succession planning and development; and
• gender and other pay gap reporting.

Remuneration and Nominations Committee membership

Ann Henshaw	Chair of the Remuneration and Nominations Committee and Non executive Board Member
Kirsty Cooper	Non-executive Board member
Katy Baldwin (Until July 2023)	Non-executive Board Member, UKGI (nominated representative of the DBT and then DLUHC Secretary of State)
Jonathan Ingram	(From August 2023) Non-executive Board Member, UKGI (nominated representative of the DLUHC Secretary of State)
Simon Hayes	Chief Executive and Chief Land Registrar
Simon Morris	Director of Human Resources

Change Committee

The Change Committee was commissioned by LRB in 2022 to support the Board in ensuring that HM Land Registry’s transformation plans remain aligned to its strategic ambitions and can be delivered effectively.

In 2024 the Change Committee reviewed:

• HM Land Registry’s overarching transformation programme;
• HM Land Registry’s approach and risk appetite to transforming internal services, external services and HM Land Registry’s data; and
• the development of an automation roadmap and progress against this.

Change Committee membership

Jeremy Pee	Chair of the Change Committee and Non-executive Board member
Angela Morrison	Non-executive Board Member
Katy Baldwin	(Until July 2023) Non-executive Board Member, UK Government Investments (nominated representative of the DLUHC Secretary of State)
Jonathan Ingram	(From August 2023) Non-executive Board Member, UKGI (nominated representative of the DLUHC Secretary of State)
Simon Hayes	Chief Executive and Chief Land Registrar
Iain Banfield	Chief Financial Officer
Mark Gray	(From July 2023)Chief Transformation & Technology Officer
Jon Parry	(Until June 2023) Director of Technology and Digital Services

Attendance schedule for LRB, Audit and Risk

Committee, Remuneration and Nominations Committee and Change Committee

Name	Title	Period*	Board	Committee
			LRB	Audit	Remuneration	Change
Non-executive board members
Neil Sachdev	Non-executive Chair		6/6
Jonathan Ingram	Non-executive Board Member, UKGI representative	From August 2023	3/3	3/3	1/2	2/2
Katy Baldwin	Non-executive Board Member, UKGI representative	Until July 2023	2/2	1/1	1/1
Kirsty Cooper	Non-executive Board Member and Senior Independent Board Member		5/6		3/3
Ann Henshaw	Non-executive Board Member		6/6		3/3
Elliot Jordan	Non-executive Board Member		6/6	5/5
Angela Morrison	Non-executive Board Member		6/6	4/5		1/1
Jeremy Pee	Non-executive Board Member		6/6			2/2
Senior Executive Team members
Simon Hayes	Chief Executive and Chief Land Registrar		6/6	5/5*	3/3	2/2
Iain Banfield	Chief Financial Officer		6/6	5/5*		2/2
Emily d’Albuquerque	General Counsel			5/5*
Mike Harlow	Deputy Chief Executive and Deputy Chief Land Registrar, Director of Customer and Strategy		5/6	4/5*
Joanna Horrocks-Potts	Deputy Director, Risk and Assurance and Information Security			5/5*
Simon Morris	Director of Human Resources				3/3
Mark Gray	Chief Transformation & Technology Officer	From July 2023	4/5*			2/2
Caley Zappacosta	Delivery Director	From May 2023	4/5*

*As regular attendee rather than Board/committee member.

Customer Care Review Committee

A Customer Care Review Committee was commissioned by LRB in March 2024 to conduct an independent review of customer handling procedures and customer experiences at HM Land Registry.

Senior Executive Committees and the Senior Executive TeamHM Land Registry’s internal governance structure is made up of three Senior Executive Committees (SECs):

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

There had been a fourth SEC, the Transformation Senior Executive Committee. However this committee’s work was absorbed into the other SECs from July 2023.

The Chief Executive and Chief Land Registrar chairs all of the Senior Executive Committees, which generally meet once a month. The Senior Executive Committees are comprised of Executive Directors and a broader Senior Executive Team (SET). Through the mechanism of individual letters of delegation, members of the SET handle the day-to-day running of HM Land Registry. The SET generally 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 the 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 co-ordination, technology services and strategies, and Environmental, Social and Governance planning. Since July 2023 the Strategy and Delivery SEC has also taken on responsibility for the development and monitoring of HM Land Registry’s transformation portfolio.

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.

The Senior Executive Team has continued to work with the wider ‘Leadership Group’ to develop a broader leadership team.

	HM Land Registry Senior Executive Committee membership	Corporate Services Senior Executive Committee	Service Delivery Senior Executive Committee	Strategy and Delivery Senior Executive Committee
Simon Hayes	Chief Executive and Chief Land Registrar	Chair	Chair	Chair
Stephen Aynsley-Smith	Deputy Chief Financial Officer	Member	–	–
Iain Banfield	Chief Financial Officer	Member	Member	Member
Angie Clarkson	Director of Service Delivery	–	Member	Regular attendee
Jon Cocking	Deputy Director of HR	Regular attendee	Regular attendee	–
Emily d’Albuquerque	General Counsel and Interim Director of Data & Register Integrity Group	Regular attendee	Member	Member
Kirsty Eales	Deputy Director of Planning, Delivery & Performance	–	–	Regular attendee
Mark Gray	Chief Transformation & Technology Officer	Member	Member	Member
Francis Gough	Director of Service Delivery	–	Member	Regular attendee
Mike Harlow	Deputy Chief Executive and Deputy Chief Land Registrar and Director of Customer and Strategy Group	Member	Member	Member
Joanna Horrocks-Potts	Head of Risk and Assurance	Regular attendee	Regular attendee	Regular attendee
Cathy Jenkins	Chief of Staff	Regular attendee	Regular attendee	Regular attendee
Neil Kelly	Deputy Director Enterprise Design Hub	–	–	Member
Gemma McNally	Deputy Director of Strategic Planning and Performance	Regular attendee	Regular attendee	Regular attendee
Simon Morris	Director of Human Resources	Member	–	Member
Ronal Patel	Head of Corporate Communications	Regular attendee	Regular attendee	Regular attendee
Steve Philips	Deputy Directory of Technology	Member	–	–
Hiroko Plant	Chief Economist and Analyst	–	Regular attendee	–
Terry Robertson	Deputy Director of Strategy	–	–	Member
Caley Zappacosta	Delivery Director	–	Member	Member

Other executive governance bodies

Three committees, one group and one authority report into the Senior Executive Committees. They comprise:

• Corporate Services Senior Executive Committee
• Investment, Commercial and Finance Committee
• People and Estates Committee− Service Delivery Senior Executive Committee
• Modelling Decision Support Oversight Group− Strategy and Delivery Senior Executive Committee
• Risk and Integrity Committee
• Design Authority

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 programme boards, working groups on specific items such as diversity and inclusion and health and safety, counter-fraud and security and resilience.

Security incidents

Security is overseen by the Security Team which oversees the development of security policies, controls, compliance monitoring activity and assurance reporting

in accordance with Government Functional Standard GovS 007 - Security. There were nine physical security incidents recorded 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 48 minor cyber security incidents during the year and of those, none were significant (class 1) incidents. The Security Team provides a quarterly Security Assurance Report to the Risk and Integrity Committee and Audit and Risk Committee to update senior managers on security risk and controls. It also completes the annual Departmental Security Health Check which updates the Cabinet Office on HM Land Registry’s compliance with Government security policies and standards.

Personal data-related incidents

All government departments are required to publish information about personal data-related incidents, which are required to be reported to the Information Commissioner (ICO).

HM Land Registry notified the ICO of one data protection incident during the 2023-24 reporting period. The ICO determined that no further action was necessary.

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 organisation 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, allocating me as Accounting Officer.

HM Land Registry is a Non-Ministerial Department. 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

The governance framework is designed to give assurance that HM Land Registry carries 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. It aligns with our statutory duties and is designed to support the governance and strategic aims of HM Land Registry’s sponsor department. The governance of HM Land Registry and its relationship with other government bodies is set out in a Framework which was agreed with Ministers in November 2020 and published on GOV.UK on 8 January 2021. The Framework is due to be updated by sponsors in Department for Levelling Up, Housing and Communities, and HM Land Registry is supporting in this work. Our approach to governance is in line with HM Treasury’s Corporate Governance in Central Government Departments: Code of Good 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 the delegations framework as defined by the Cabinet Office for arm’s-length bodies, the specific delegations authorised by officials at DLUHC 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 operates 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 applications 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. This year we have further embedded management of risk and risk-based decision making into the organisation by improving understanding of our risk appetite and the quality of the risk dataset. This 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 applications 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 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.

We manage all risks in line with our 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 quarterly to Audit and Risk Committee and Land Registry Board.

Organisational risks are primarily reviewed by each group and escalated as appropriate.

The Audit and Risk Committee provides independentassurance 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’s risk and assurance framework

At HM Land Registry, we align our risk and assurance framework to the five principles for Risk Management as set out in The Orange Book. This resource is published by HM Government and provides guidance to departments on helping improve risk management further and to embedding this as a routine part of how they operate. By closely aligning our risk and assurance framework to The Orange Book, we demonstrate that we fully comply with the principles and 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 responsibilities and accountabilities within each line, resulting in different roles and activities in the management of risks within the business. 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

− 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 priorities and objectives and our key performance indicators, ensuring the mitigating activity is focused efficiently on securing the achievement of each. 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 principal risks managed during the financial year, 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.

First Line

Controls in place to mitigate risks to strategic objectives and business processes.

Second Line

Assure and report on the effectiveness of controls in the First Line.

Third Line

Independently assure control effectiveness, risk management and assurance processes.

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.

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;

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 effectively managed a suite of principal risks to the delivery of our strategy and objectives throughout the year. The risks and how they link to our strategic pillars are provided below. The risk appetite statement reflects their position at the end of the reporting period.

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

Risk	Detail	Appetite	Pillar/s
Reducing the size and age of outstanding applications	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. The control framework was revised during the year to include actions from the latest strategic improvement plans and initiatives.	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 by introducing an assurance process for system changes and proportionate quality controls and assurance within First Line activities	Outside	1, 2, 3, 6
People change	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 focus on our performance and our people’s readiness for change.	Inside	6
System performance and 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 moved to a hybrid working model. The control framework for this risk has been strengthened by the development of roadmap to address Tech Health and a plan for handling the main challenges within our current systems, from which activities are already being implemented.	Inside	1, 2, 3, 6
Organisational and technical changes	Without effective decision making, joined-up ways of working and collective commitment the changes needed will not be realised at sufficient pace and will impact achievement of our objectives. We have restructured this year how we undertake transformation and the internal efficiency/productivity benefits are beginning to be released by transforming our services. Controls on business design have been further strengthened to reflect the work of Design Authority in creating a Business Design; this work is enabling more effective change and transformation	Inside	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. The control framework has been strengthened by ensuring effective structures for getting clear and timely messages to all stakeholder sectors are in place.	Inside	5

Risk	Detail	Appetite	Pillar/s
Delivery of Local Land Charges Programme	Full delivery of the Local Land Charges programme to agreed timelines remains challenging. This is because it is reliant upon local authority engagement, delivery capability and supplier performance. The main priorities of the programme have been to manage current performance issues with key suppliers.	Inside	4
Significant 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 further enhancements to the Security Control Library and setting up of a network of security champions within the organisation. Mitigations around complexity of passwords and device security have also been implemented	Inside	1, 3
Medium-term capacity and capability within the organisation	The key mitigation for this risk has been developing a sustainable workforce plan that articulated the broad capability and capacity requirements HM Land Registry needs including the impacts, outcomes and benefits of our transformation activities and the subsequent impact on the capacity and capability of our people in supporting the priorities and strategic objectives of the organisation. Controls activity to further review and update plans and ensure they are embedded into decision making, as appropriate, is taking place.	Inside	1, 6
Geopolitical and/ or macroeconomic uncertainty	Increasing global conflicts have continued to be a concern this year with the resulting geopolitical tensions, threat of retaliation to sanctions being imposed and general volatility with the UK economy. We have enhanced our horizon scanning and scenario planning and continue to monitor activity to anticipate potential impacts on the property market and to safeguard property rights amid volatile global conditions.	Inside	6

Performance reporting

I provide regular assurance to HM Land Registry Board and attendees of the Quarterly Sponsor Meetings, with representatives from DLUHC and UKGI, about HM Land Registry performance.

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 Senior Executive Committees 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.

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

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, we are developing appraisal, monitoring and evaluation approaches consistent with the Green and Magenta Books.

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 Senior Executive Committees and LRB appropriate oversight and assurance. LRB reviews finance, performance and risk 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, holding question and answer (Q&A) and town hall sessions with colleagues. In addition we have carried out virtual Q&A sessions and written blogs covering key messages. We have also introduced an internal ‘CEO – ask me anything’ podcast. This combination of activities has 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 the Land Registry Board. I have also met with a wide range of external stakeholders to understand their concerns and operational context including at the HM Land Registry organised first-ever Digital Property Market Conference.

I have reported to ministers in our sponsor department on a regular basis throughout the year to discuss HM Land Registry’s progress against strategic objectives and other areas of concern. This included to welcome Baroness Penn at our Nottingham Office.

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 2023-24.

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 70.3% places us in the “Better” 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 more than 100 staff that have completed the Contract Management Foundation accreditation.

Internal Audit and opinion

HM Land Registry continues to be in a period of change and the risk-based audit plan had a focus on these change activities in 2023-24 as well as audits of the ongoing core activities. Our work found that the majority of core processes have adequate controls. However improvements are required with regards to controls over our longer-term change projects and programmes, as not all controls were fully embedded with an associated mature control environment. The overall recommendation for the Annual Audit rating for the year remains Moderate based on this and remains unchanged from the prior year. The risk environment is regularly reviewed, and controls tested by the three lines for completeness and adequacy and there were no notable trends found in control failings.

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
30 August 2024

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 Executive and Chief Land Registrar is set by the Department for Levelling Up, Housing and Communities. The HM Land Registry Remuneration and Nomination Committee, acting on the authority of the HM Land Registry Board, considers pay recommendations provided by line managers and note 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 www.gov.uk/government/publications/senior-civil-service- performance-management

During the year the members of the Remuneration Committee were Non-executive Directors Kirsty Cooper, Ann Henshaw, Jonathan Ingram and Katy Baldwin, and Simon Hayes as Chief Executive and Chief Land Registrar. The committee is also attended by Simon Morris, Director of Human Resources and Organisation & Employee Development.

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 2024, for more than £245 per day and that last for longer than six months:

Existing engagements as of 31 March 2024	2023-24 68	2022-23 109
Of which existing:
— for less than one year at time of reporting	26	76
— for between one and two years at time of reporting	33	29
— for between two and three years at time of reporting	9	4
— 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 2023 and 31 March 2024, 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 2023 and 31 March 2024	39	102
Of which:
— have been assessed as within IR35	39	102
— 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	68	109
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 2023 and 31 March 2024 | | | |———————————————————-|————|————-| | 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 | 8 | 5 |

Expenditure on consultancy

	2023-24 £’000	2022-23 £’000
Cost of consultancy	520	773
Total	520	773

Salary and performance pay – executive directors(1)(3) 2023-24

	Salary £’000	Performance pay £’000	Compensation for loss of office £’000	Benefits in kind To nearest £100	Pension benefits(2) £	Total £’000
Simon Hayes, Chief Executive and Chief Land Registrar	145 – 150	–	–	–	–	145 – 150
Mike Harlow, Deputy Chief Executive and Director of Customer and Strategy	130 – 135	–	–	–	–	130 – 135
Iain Banfield, Chief Financial Officer	130 – 135	0 – 5	–	–	–	135 – 140

1. Audited.

2. The value of pension benefits accrued during the year (not shown in this table, see note 3 below) 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. Accrued pension benefits for directors are not included in this table for 2023-24 due an exceptional delay in the calculation of these figures following the application of the public service pension remedy.

Salary and performance pay – executive directors(1)(3) 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	135 – 140
Mike Harlow General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar	120 – 125	–	–	10,000	130 – 135
Iain Banfield Chief Financial Officer	115 – 120	– –	– –	10,000	125 – 130

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 increasesdue to inflation or any increases or decreases due to a transfer ofpension rights.
3. Due to internal changes in board structures only Land Registry Board Directors are reported. Last year’s entries within the salary and performance pay tables have been adjusted for comparison.

Remuneration – non-executive directors (1)

	2023-24 £’000	2022-23 £’000
Neil Sachdev Non-executive Chair	55 – 60	30 – 35
(Annual equivalent)	–	(55 – 60)
Katy Baldwin2 Non-executive Director	–	–
Jonathan Ingram3 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	20 – 25	20 – 25
Jeremy Pee Non-executive Director	20 – 25	20 – 25

1. Audited.
2. Katy Baldwin from UK Government Investments (UKGI) represented the interest of DLUHC Ministers on the Board and did not receive any remuneration from HM Land Registry. Katy’s appointment ran from October 2021 until July 2023.
3. Jonathan Ingram from UK Government Investments (UKGI) represented the interest of DLUHC Ministers on the Board and did not receive any remuneration from HM Land Registry. Jonathan’s appointment started in August 2023.

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 64 and 65 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 June 2023. The awards reported relate to the performance in the year in which they were paid to the individual. The awards reported in 2023-24 relate to performance in 2022-23.

Pension benefits(1)(2)

	Real increase in pension and lump sum at 60		Total accrued at March 2024		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	2024 £’000	2023 £’000	£’000
Simon Hayes Chief Executive and Chief Land Registrar	–	-	–	–	–	833	–
Mike Harlow General Counsel, Deputy Chief Executive and Deputy Chief Land Registrar	–	-	–	-	–	618	–
Iain Banfield Chief Financial Officer	–	–	–	–	–	526	–

1. Audited.
2. Accrued pension benefits for directors are not included in this table for 2023-24 due to an exceptional delay in the calculation of these figures following the application of the public service pension remedy.

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

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.

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 valuation factors for the start and end of the period.

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
	2023-24	2022-23	2023-24	2022-23	2023-24	2022-23
£0 – £10,000	–	–	3	3	3	3
£10,001 – £25,000	–	–	–	1	–	1
£25,001 – £50,000	–	–	2	1	2	1
£50,001 – £100,000	–	–	3	3	3	3
£100,001 – £150,000	–	–	–	–	–	–
£150,001 – £200,000	–	–	–	–	–	–
>£200,000	–	–	–	–	–	–
Total number of exit packages	–	–	8	8	8	8
Total cost	–	–	£275,306	£225,190	£275,306	£225,19

1. Audited

There were eight payments in 2023-24 totalling £275,306 (2022/23: 8, £225,190).

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.

	2023-24	2022-23
Band of highest paid director’s total remuneration (£’000)	145 – 150	135 – 140
Median (£)	33,259	32,390
Median (remuneration ratio)	4.4	4.3
Lower quartile (£)	29,484	28,080
Lower quartile (remuneration ratio)	5.0	5.0
Upper quartile (£)	41,887	40,020
Upper quartile (remuneration ratio)	3.5	3.5

	Salary and allowances	Performance pay and bonuses (2)
Percentage change between 2022-23 and 2023-24 for highest paid director	- 61%	0%
Percentage change between 2022-23 and 2023-24 for remaining employees	6.5%	- 3.1%

1. Audited.
2. The one-off cost-of-living payment has been removed for fair comparison to prior year.

There is a significant decrease in the median, lower and upper quartile ratios from 2022-23 and the percentage change of salary and allowances. The reason for this is because the highest paid director was an Interim Director of Digital, Data & Technology on a contractual basis.

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

	2023-24	2022-23
Band of highest paid permanent director’s total remuneration (£’000)	190 – 195	135 – 140
Median (£)	33,259	32,390
Median (remuneration ratio)	4.4	4.3
Lower quartile (£)	29,484	28,080
Lower quartile (remuneration ratio)	5.0	5.0
Upper quartile (£)	41,887	40,020
Upper quartile (remuneration ratio)	3.5	3.5

	Salary and allowances	Performance pay and bonuses(2)
Percentage change between 2022-23 and 2023-24 for highest paid permanent director	5.6%	0%
Percentage change between 2022-23 and 2023-24 for remaining employees	6.5%	- 3.1%

1. Audited.
2. The one-off cost-of-living payment has been removed for fair comparison to prior year.

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

	2023-24	2022-23
Lowest remuneration (£’000)	20 – 25	20 – 25
Highest remuneration (£’000)	145 – 150	310 – 315

2. Staff report

	Permanent staff £’000	Apprentices £’000	Others £’000	Total £’000
Salaries	234,832	576	1,463	236,871
Social security costs	25,881	34	141	26,056
Other pension costs	56,840	135	328	57,303
Total staff costs	317,553	745	1,932	320,230

1. Audited

Staff report as at 31 March 2024

	2023-24	2022-23
Number of permanent employees (including fixed-term appointments) on 31 March	6,993	6,814
Permanent full-time equivalents on 31 March1	6,326	6,189
Number of apprentices on 31 March	92	79
Number of temporary/contract staff on 31 March1	161	237
Average sickness days per employee	9.4	8.9
Average number of training days per employee	5.6	6.1
Training days per apprentice	41.6	52.0
Training spend as percentage of salary bill	0.2%	0.4%
Female employees	60.9%	60.7%
Employees working part-time	32.3%	31.1%
Employees from ethnic minorities	5.9%	5.7%
Employees who report they have a disability	10.4%	10.2%
Staff turnover	6.0%	6.8%
Staff engagement scores	62%	65%
Mean Gender Pay Gap	5.6%	5.9%
Mean Bonus Gender Pay Gap	7.4%	3.9%

Gender analysis at 31 March 2024

	Male	Female	Total
Non-executive directors	3	4	7
Executive directors1	3	0	3
Senior Civil Service – band 21	5	1	6
Senior Civil Service – band 11	11	10	21
Permanent employees (not including Senior Civil Service)(2)	2,719	4,250	6,969
Apprentices(2)

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.

Details in relation to resourcing, recruitment, capability, employee involvement, diversity and inclusion, and health and wellbeing can be found in the Social section of the Performance report starting on page 25.

Average full-time equivalent in year

2018-19	4,872
2019-20	5,136
2020-21	5,503
2021-22	6,072
2022-23	6,391
2023-24	6,254

Resourcing

Recruitment is key to the long-term health of HM Land Registry and core to successful delivery of our People Strategy, 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 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 may 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.

We currently use 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 63. 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 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 unions and colleagues from the wide range of HM Land Registry staff networks to further develop 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 eLearning course, the training goes through the importance of looking after a manager’s and their employees’ mental health and builds the manager’s confidence in supporting employees.

Capability

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

• an 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 Social section of the Performance report starting on page 25.

Employee involvement

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

Chief Executive and senior leader 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 Q&A sessions, with high attendance from the workforce overall.

Managers are required to have regular monthly discussions with individual team members to openly discuss employee performance, ideas for improvements to working practices, wider organisational issues, changes and any employee concerns. 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 measures progress against our modernising our ways of working objectives. Our principal risk 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 D&I. This action plan is reviewed by an internal governance committee made up of diversity networks, inclusion Champions and DTUS.

We have active diversity networks for disability, LGBTI+, Age, Women, faith or belief and for people from ethnic minority backgrounds. These have grown through the year. They are there to support colleagues and allies but also link into the business This year a new network for neurodiversity launched, Spectrum.

We have refreshed 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 and a menopause policy. We refreshed and updated our equality impact assessment process embedding it in our people impact assessments.

Trade union facility time

Time period: 1 April 2023 to 31 March 2024

Months: 12

Table 1: Relevant union officials

Number of employees who were relevant union officials during the relevant period	Full-time equivalent employee number
136	123.27

Table 2: Percentage of time spent on facility time

Percentage of time	Number of employees
0%	58
1 – 50%	75
51 – 99%	3
100%	0
Total	136

Table 3: Percentage of pay bill spent on facility time

	Amount
Total cost of facility time	£234,323.88
Total pay bill	£315,640,218
Percentage of total pay bill spent on facility time	0.074%

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	13615.75
Time spent on paid trade union activities as a percentage of total paid facility hours	0%

3. The Statement of Outturn Against Parliamentary Supply and related notes (audited)

For the period ended 31 March 2024

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 43 to 45, 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 2023-24

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 2022-23 £’000
Departmental Expenditure Limit
Resource	1.1	432,041	–	432,041	434,270	–	434,270	2,229	2,229	395,140
Capital	1.2	48,912	–	48,912	50,200	–	50,200	1,288	1,288	47,582
Total		480,953	–	480,953	484,470	–	484,470	3,517	3,517	442,722
Annually Managed Expenditure
Resource	1.1	(13,094)	–	(13,094)	19,000	–	19,000	32,094	32,094	(9,006)
Capital	1.2	(412)	–	(412)		–		412	412	894
Total		(13,506)	–	(13,506)	19,000	–	19,000	32,506	32,506	(8,112)
Total budget
Total resource		418,947	–	418,947	453,270	–	453,270	34,323	34,323	386,134
Total capital		48,500	–	48,500	50,200	–	50,200	1,700	1,700	48,476
Total budget expenditure		467,447	–	467,447	503,470	–	503,470	36,023	36,023	434,610
Non-budget expenditure		–	–	–	–	–	–	–	–	–
Total budget and non-budget		467,447	–	467,447	503,470	–	503,470	36,023	36,023	434,610

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 2023-24

	SoPS Note	Outturn £’000	Estimate £’000	Outturn vs Estimate saving / (excess) £’000	(excess) Prior Year Outturn Total 2022-23
Net cash requirement	3	450,529	479,470	28,941	423,186

Notes to the Statement of Outturn against Parliamentary Supply 2023-24

SoPS 1. Outturn detail, by estimate line

SoPS 1.1 Analysis of net resource outturn by estimate line

	Resource Outturn				Estimate			Outturn vsOutturn vs Estimate saving/ (excess) £'000	2022-23 Total Outturn £'000
	Programme			Total £’000	Total £’000	Virements £’000	Total Inc. virements £’000
Type of spend (Resource)	Gross £’000	Income £’000	Net £’000
Spending in Departmental Expenditure Limits (DEL)
Voted expenditure
A. HM Land Registry core DEL expenditure	432,041	–	432,041	432,041	434,270	–	434,270	2,229	395,140
Total spending in DEL	432,041	–	432,041	432,041	434,270	–	434,270	2,229	395,140
Spending in Annually Managed Expenditure (AME)
Voted expenditure
B. HM Land Registry core AME expenditure	(13,094)		(13,094)	(13,094)	19,000	–	19,000	32,094	(9,006)
Total spending in AME	(13,094)		(13,094)	(13,094)	19,000	–	19,000	32,094	(9,006)
Total resource	418,947		418,947	418,947	453,270	–	453,270	34,323	386,134

SoPS 1.2 Analysis of capital outturn by section

	Resource Outturn			Estimate			Outturn vs Estimate saving/ (excess) £'000	2022-23 Total Outturn £'000
	Programme			Total £’000	Virements £’000	Total Inc. virements £’000
Type of spend (capital)	Gross £’000	Income £’000	Net £’000
Spending in Departmental Expenditure Limits (DEL)
Voted expenditure
A. HM Land Registry core DEL expenditure	48,912	–	48,912	50,200	–	50,200	1,288	47,582
Total spending in DEL	48,912	–	48,912	50,200	–	50,200	1,288	47,582
Spending in Annually Managed Expenditure (AME)
Voted expenditure
B. HM Land Registry core AME expenditure	(412)	–	(412)	–	–	–	412	894
Total spending in AME	(412)	–	(412)	–	–	–	412	894
Total capital	418,947		418,947	50,200	–	50,200	1,700	48,476

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 is 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 £2.3m (0.5%) was achieved through careful management of in-year costs.

CDEL

In 2023-24, HM Land Registry underspent on CDEL by £1.3m (2.6%). This is the result of careful monitoring of construction projects, which includes the Local Land Charges programme.

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 2023-24, the HM Treasury Public Expenditure System (PES) discount rates moved in-line with inflation resulting in a decrease in the provision of £4.0m. The decrease due to the PES rates is an accounting adjustment which is outside HM Land Registry’s control. The provision decreased further as a result of the latest claims data by £5.5m and management’s decision to remove the contingency reserve of £2.0m introduced in response to COVID-19. 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 2023-24.

SoPS 2. Reconciliation of outturn to net operating expenditure

| | Note | Outturn | | 2022-23 Total Outturn | | — | — | — | — | | | £’000 | | £’000 | |# Total resource outturn in SoPS | SoPS 1.1 | 418,947 | | 386,134 | |# (Less)/Add: Research and Development | | 197 | | – | |# (Less)/Add: Dilapidation’s provision charged to AME | SoCNE | – | | 893 | |# (Less)/Add: Other operating income | SoCNE | (777) | | (2,422) | |# Total | | 418,367 | | 384,605 | | | | | | | |# Net operating expenditure in Consolidated Statement of Net Comprehensive Expenditure | SoCNE | 418,367 | | 384,605 |

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.

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

2023-24	SoPS Note	Outturn £’000	Estimate £’000	Outturn vs Estimate saving / (excess) £’000
Resource outturn	1.1	418,947	453,270	34,323
Capital outturn	1.2	48,500	50,200	1,700
		467,447	503,470	36,023
Adjustments to remove non-cash items:
Depreciation and amortisation (including repayment of capital finance lease)		(27,108)	(28,910)	(1,802)
Indemnity Provision Movement		10,882	(19,000)	(29,882
Other provision movement		412		(412)
Capital repayment of leases		5,315	–	(5,315)
Impairment of non-current asset		(518)	–	518
Auditor’s remuneration		(127)	–	127
IFRS16 lease additions/(disposals)		(1,532)	–	1,532
IFRS 16 lease revaluations		(21)	–	21
Impairment write-back in respect of RoU assets		412	–	(412)
Release from general fund		(845)	–	845
Adjustments to reflect movements in working balances
Increase/ (decrease) in receivables		1,769	–	(1,769)
(Increase)/ decrease in payables		(8,599)	23,910	32,509
Use of provisions		3,163	–	(3,163)
Movements in items not passing through the SoCNE		(121)	–	121
Net cash requirement		450,529	479,470	28,941

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

SoPS 4.1 Income payable to the Consolidated Fund

	2023-24 Outturn total		2022-23 Outturn total
The following income is payable to the Consolidated Fund (cash receipts being shown in italics).	Accruals	Cash basis	Accruals	Cash basis
	£’000	£’000	£’000	£’000
Income outside the ambit of the Estimates	777	1,351	2,422	1,580
Excess cash surrenderable to the Consolidated Fund	-	44	–	617
Total amounts paid and payable to the Consolidated Fund	777	1,395	2,422	2,197

SoPS 4.2 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 are no special payment or losses to disclose that are above the reporting threshold of £300,000. All losses and special payments were below this reporting threshold (2023-24: £63k ).

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 Segments (see the Departmental Account’s Note 2).

	Statutory				Non-statutory
2023-24	Registration of title(2)	Land Charges and Agricultural Credits(3)	Local Land Charges(4)		Rental income	Commercial income(5)	Total
	£’000	£’000	£’000		£’000	£’000	£’000
Income	312,726	5,483	1,064		777	3,972	324,022
Cost of service	(406,711)	(1,443)	(7,857)		(347)	(2,011)	(418,369)
Operating surplus / (deficit)	(93,985)	4,040	(6,793)		430	1,961	(94,347)
2022-23
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)

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. There is also a contingent liability associated with the Digital Mortgage Service as HM Land Registry certifies the identity of a borrower when that person provides a digital signature in advance of registration. This liability sits outside of the scope of HM Land Registry’s existing statutory compensation scheme.

The risk of the new liability occurring is considered low and should in fact reduce the overall risk of fraud. Further details of the impact of changes in known events are shown on pages 101 and 102.

Simon Hayes
Chief Executive and Chief Land Registrar
30 August 2024

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 accountingpolicies.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 regularityIn 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 ended31 March 2024 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 inthe 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 reflectcompliance with HM Treasury’s guidance.Responsibilities of the Accounting Officer for the financial statementsAs explained more fully in the Statement of AccountingOfficer’s Responsibilities, the Accounting Officer isresponsible 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 inaccordance 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 byHM 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 theaggregate, 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 fraudI 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 fraudIn 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 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 includedGovernment 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 riskTo respond to the identified risks resulting from the aboveprocedures:

• 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 appropriatenessof 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 and remained alert to any indicationsof fraud or non-compliance with laws and regulations throughout the audit.

A further description of my responsibilities for theaudit 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 responsibilitiesI 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 financialtransactions recorded in the financial statements conformto 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.ReportI have no observations to make on these financialstatements.

Gareth Davies XX July 2024
Comptroller and Auditor General
National Audit Office
157-197 Buckingham Palace Road Victoria
London
SW1W 9SP