RNS Number : 2453W
Hill & Smith Hldgs PLC
16 April 2019
Hill & Smith Holdings PLC (the 'Company')
2018 Annual Report and Notice of 2019 Annual General Meeting ('AGM')
Hill & Smith Holdings PLC has posted, or otherwise notified as being available on its website www.hsholdings.com, the following documents:
1. 2018 Annual Report
2. Notice of 2019 AGM
In accordance with Listing Rule 9.6.1 a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly.
A hard copy of the 2018 Annual Report can be obtained upon request to the Company Secretary, Hill & Smith Holdings PLC, Westhaven House, Arleston Way, Shirley, Solihull, B90 4LH.
The statutory accounts for the year ended 31 December 2018 have been approved by the Board and will be delivered to the Registrar of Companies following the Company's AGM.
Compliance with Disclosure and Transparency Rule 6.3.5 ('DTR 6.3.5') - Extracts from the 2018 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted from the 2018 Annual Report, is included solely for the purpose of complying with DTR 6.3.5 and the requirements it imposes on how to make public Annual Financial Reports. It should be read in conjunction with the Company's Preliminary Announcement issued on 6 March 2019 (available at www.hsholdings.com). Together these constitute the material required by DTR 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the full 2018 Annual Report. All page numbers and cross-references in the extracted information below refer to page numbers in the 2018 Annual Report.
Appendix A - Principal Risks and Uncertainties
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Economic |
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Risk: Changes in government spending plans |
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Trend Slightly higher
Link to strategy · Portfolio management · Geographic diversification · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group generates the majority of its revenues from its operations located in the UK and the USA. A reduction in UK or US government infrastructure spending, particularly in relation to national roads infrastructure in the UK, could reduce demand for our products and services. This includes the impact of Brexit which is difficult to determine.
The financial burden on the governments of both jurisdictions from economic downturn may lead to reduced spending in the principal markets in which the Group operates. |
Mitigation Our existing entity portfolio contains a diversity of product, market and territory and we will continue with this approach.
External strategy review completed in 2018 and mitigating opportunities identified. Market and product development initiatives.
Co-operation between Group businesses, leveraging the Group's size/international footprint and exploiting synergies.
Monitoring of UK businesses and the effects of Brexit.
Exposure to longer term infrastructure investment programmes.
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Risk: Changes in global outlook and geopolitical environment |
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Trend Slightly higher
Link to strategy · Portfolio management · Geographic diversification · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group operates in a range of end-user markets around the world and may be affected by political, economic or regulatory developments in any of these countries.
Material adverse changes in the political and economic environments in the countries in which we operate, have the potential to put at risk our ability to execute our strategy.
As an international group operating in seven countries and selling into numerous others the impact of Brexit is difficult to quantify. |
Mitigation The Group has a diverse portfolio of businesses with exposure to a range of markets and geographies, limiting exposure to any one country or market sector.
Current and future financial performance is continuously monitored, facilitating rapid response to changes in market conditions.
The Group has closely monitored on a business-by-business basis, the identified operational and financial risks arising from the UK's expected exit from the EU on 29 March 2019.
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Commercial & Financial |
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Risk: Increase in competitive pressure |
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Trend Slightly higher
Link to strategy · Target returns and leverage · Entrepreneurial culture
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Description and potential impact Increased volatility, uncertainty and slowdown in our markets could result in increased prices and the emergence of new technologies, leading to a loss of customers and/or pricing pressures leading and as a consequence a loss of sales and reduced profits. The impact of a 'no deal' Brexit may lead to a change in trade tariffs and/or a weakening of sterling, causing a resultant increase in prices for raw materials. |
Mitigation The holding of leading positions in niche markets of infrastructure products and galvanizing services with high barriers to entry. In line with our entrepreneurial model, our decisions are made close to our markets and our businesses are agile and responsive to changes in their competitive landscape. Regular subsidiary Board meetings that review market and customer activity. Our subsidiary businesses aim to provide superior products and high service levels to customers, whilst aiming to ensure there is no dependency on any one particular customer. |
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Risk: Product failure |
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Trend No change
Link to strategy · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group operates in infrastructure markets where it is critical that its products meet customer and legislative requirements and where the consequences of product failure are potentially serious.
Significant product failure arising from component defects or warranty issues may require remediation including the replacement of defective components or complete products, resulting in direct financial costs to the Group and/or wider reputational risk. |
Mitigation Products tested, approved and accredited by regulatory bodies.
Quality control protocols fully implemented and continuously monitored.
Contractual controls in place to minimise economic impacts.
Insurance cover maintained globally with insurance partners.
Litigation supported/managed by external legal specialists.
Thematic review carried out in 2018 with recommendations made for prioritisation in 2019.
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Risk: Contractual failure |
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Trend No change
Link to strategy · Target returns and leverage · Entrepreneurial culture |
Description and potential impact The Group delivers its commitments to its customers through a variety of contractual arrangements of both a short and medium-term nature.
Weaknesses in the contract tendering process, inappropriate pricing, misalignment of contract terms, ineffective contract management or failure to comply with contractual conditions could result in loss of revenues, pressure on operating margins and wider reputational damage to the Group.
The availability of debt finance to some of our markets sectors may change as lenders' appetite for risk decreases.
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Mitigation Group material contract review process ensures specialist central oversight of key contractual arrangements.
Contracts training for key staff.
Dedicated quantity surveyors and contracts managers embedded in subsidiary management structures to control projects.
Litigation supported/managed by external legal specialists.
Insurance cover maintained globally with insurance partners. |
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Operational |
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Risk: Supply chain deficiency |
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Trend Slightly higher
Link to strategy · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group's businesses depend on the availability and timely delivery of raw materials and purchased components, which could be affected by disruption in its supply chain. A small number of businesses use supply chains from both the Far East and the USA, and there remains a possibility of potential disruption at UK sea ports in the period following Brexit.
Supply chain failures as a result of performance, cost, quality and/or insolvency may have an adverse impact on the Group's production capacity and lead to an inability to meet customer requirements, resulting in reduction in revenues, potential loss of market share and possible reputational damage.
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Mitigation Group procurement standards in place, including robust due diligence of supply chain partners and requiring dual sourcing where available.
Maintenance of relationships with key suppliers through regular interaction and assessment of performance/financial status.
Oversight of material procurement contracts ensuring robust contractual protections.
Goods inwards and stock management processes in place to reduce the likelihood of defects in or shortage of raw materials.
Contingency plans are in place within the relevant businesses and throughout the supply chain to mitigate these risks, such as purchasing additional stock of key raw materials and securing additional supply chain capacity.
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Risk: Weaknesses in IT systems |
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Trend No change
Link to strategy · Target returns and leverage
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Description and potential impact The Group relies on the information technology systems used in the daily operations of its subsidiaries.
A failure or impairment of those systems or any inability to effectively implement new systems could cause a loss of business and/or damage to the reputation of the Group, together with significant remedial costs.
Breakdowns in controls and security procedures could cause the Group to become susceptible to cyber risks. |
Mitigation External specialist support with the development and oversight of IT system change programmes.
Disaster recovery plans documented, tested and monitored by Group businesses.
The Group's Policy Manual incorporates IT policies in respect of system back-up procedures and hardware/software protection.
The Board maintains a watching brief on IT risks, particularly cyber risk, and has commissioned a project of improvement for 2019.
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Risk: Acquisition strategy failure |
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Trend No change
Link to strategy · Portfolio management · Geographic diversification · Target returns and leverage
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Description and potential impact The Group's growth strategies include the acquisition of businesses around the world that complement or supplement its existing activities.
Failure to execute an effective acquisition and integration programme would have a significant impact on the Group's ability to generate sustainable profitable growth for shareholders. |
Mitigation External strategy review completed in 2018, providing a road map for future M&A activity.
Board approval required for Group acquisitions, in line with the Group Board's Schedule of Matters Reserved.
Due diligence protocols deployed in relation to assessment of target businesses, including financial, commercial, legal and others where appropriate.
Contractual protections and assurances sought from sellers to mitigate subsequent identification of risks.
'100 Day' post-acquisition integration plan established for all material acquisitions with regular performance monitoring and reporting to the Board.
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Risk: Lack of product development and innovation |
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Trend No change
Link to strategy · Portfolio management · Geographic diversification · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group operates in global infrastructure markets where continuous innovation is integral to the Group's product offering and where a failure to innovate could result in product obsolescence, the entry of new competitors and/or loss of market share.
The development of new products and technologies carries risk including the failure to develop a commercially viable offering within an acceptable timeframe. |
Mitigation Entrepreneurial culture established through a decentralised management structure, ensuring that Group businesses are agile and responsive to changes in their competitive environments. The Group actively encourages and supports research and development programmes at subsidiary level where knowledge of the market and needs of our customers is greatest.
Executive Board approval of product development proposals within the Group's capital spend approval policies. Active Intellectual Property management, by individual business units overseen by Group. Dedicated quality compliance resources in place across Group businesses, ensuring responsiveness to regulator and/or customer approval requirements.
Board monitoring of emerging risks alongside external specialist support, where both the risks identified and the potential opportunities arising are considered.
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Human Resources |
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Risk: Failure to recruit and retain key employees |
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Trend No change
Link to strategy · Geographic diversification · Entrepreneurial culture
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Description and potential impact The Group encourages an entrepreneurial culture through a decentralised management structure.
An inability to attract, develop and retain high-quality individuals in key management positions could severely affect the long term success of the Group. |
Mitigation Succession planning model driven by the Group Chief Executive and overseen by the Board.
Implementation of contractual protections and retentions in employment contracts of senior management and other key employees.
Competitive remuneration, benefits and incentive plans offered to employees and regularly benchmarked.
Recruitment process developed to include competency requirements and skills gap analysis.
Training and development of employees, which includes a programme of IOD and ILM courses for senior management and identified potential successors, and apprenticeship and other vocational courses for specialist and technical roles.
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Legal & Regulatory |
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Risk: Failure to comply with applicable health and safety legislation |
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Trend No change
Link to strategy · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group operates a number of manufacturing facilities around the world.
A failure in the Group's health and safety procedures could lead to environmental damage or to injury to or death of employees or third parties, with a consequential impact on operations and the increased risk of regulatory or legal action being taken against the Group. Any such action could result in both financial damages and damage to reputation. |
Mitigation Regular health and safety monitoring, supported by an external independent health, safety and environmental consultant, both in the UK & the US. Use of an online 'safety cloud' reporting framework.
UK & US Health and Safety Forums monitor performance and share best practice.
Culture of zero tolerance in respect of health and safety violations promoted by the Board and disseminated throughout Group businesses supported with appropriate HR policies and the Business Code of Conduct.
External health and safety accreditations and relationships maintained with regulatory bodies.
Health and safety as a priority area of focus for new acquisitions.
Any incident with serious outcomes is followed up and investigated thoroughly and improvement recommendations are implemented to minimise any reoccurrence.
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Risk: Violation of applicable laws and regulations |
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Trend No change
Link to strategy · Target returns and leverage · Entrepreneurial culture
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Description and potential impact The Group's global operations must comply with a range of national and international laws and regulations including those related to anti-bribery and corruption, human rights and employment, GDPR, trade/export compliance and competition/anti-trust.
A failure to comply with any applicable laws and regulations could result in civil or criminal liabilities and/or individual or corporate fines and could also result in debarment from government-related contracts, restrictions on ability to trade or rejection by financial counterparties as well as reputational damage..
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Mitigation Group Code of Conduct sets out required approach for all staff.
Staff training provided on Anti-Bribery and Corruption and Competition Compliance.
Programme of audits undertaken on a cyclical basis to review subsidiary compliance with regulatory requirements, including for example simulated 'dawn raids'.
Software solutions implemented globally to ensure compliance with trade and export legislation.
Externally hosted whistleblowing hotline available to all employees to allow them to raise concerns in confidence or anonymously, if preferred.
Modern Slavery compliance programme continued through 2018.
Toolkits issued to all UK subsidiaries to aid compliance with local GDPR. Audits and further training to be completed in 2019.
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Appendix B - Directors Responsibilities Statement pursuant to Disclosure and Transparency Rule 4
The following statement is extracted from page 90 of the 2018 Annual Report and is repeated here for the purposes of compliance with DTR 6.3.5. This statement relates solely to the 2018 Annual Report and is not connected to the extracted information set out in this announcement or the Preliminary Announcement.
We confirm that to the best of our knowledge:
- the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation taken as a whole; and
- the strategic report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group's position and performance, business model and strategy.
Appendix C - Related Party Transactions
The key management are considered to be the Board of Directors of Hill & Smith Holdings PLC, whose remuneration can be seen in the Directors' Remuneration Report on pages 73 to 82, and in the related party details on page 148 (note 26) of the 2018 Annual Report.
Alex Henderson
Company Secretary
Hill & Smith Holdings PLC
Tel: 44 (0) 121 704 7430
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