11 April 2023
Keller Group plc
Annual Report and Accounts for the
year ended 31 December 2022 and
Notice of 2023 Annual General Meeting
Keller Group plc (“Keller”, the “Company”) announces that its
Annual General Meeting will be held at 11.00am on Wednesday 17
May 2023 (“AGM 2023”) at the offices of DLA Piper UK LLP,
160 Aldersgate Street, London EC1A
4HT.
In connection with this, the following documents have been
posted or otherwise made available to shareholders:
· Annual Report and Accounts for
the year ended 31 December 2022
("Annual Report 2022")
· Notice of AGM 2023
· Proxy Form (for shareholders on
the register of members)
· Form of Direction (for employee
shareholders)
· Notice of Availability
In compliance with Listing Rule 9.6.1R, copies of these
documents have been submitted, where appropriate, to the National
Storage Mechanism via the FCA's Electronic Submission System and
will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
We have also submitted the Annual Report 2022 in the electronic
reporting format required by Disclosure Guidance and Transparency
Rule (“DGTR”) 4.1.14R; and the Annual Report 2022 and the Notice of
AGM 2023 are now available to view on the Company's website at
www.keller.com.
Should shareholders wish to ask any questions of the Board
relating to the business of the AGM 2023, they are encouraged to
email their questions in advance to secretariat@keller.com or send
them by post to the Company's registered office for the attention
of the Group Company Secretary and Legal Advisor.
In accordance with DGTR 6.3.5R, this announcement contains
information in the Appendix about the principal risks and
uncertainties, the Directors’ responsibility statement and note 29
to the accounts on related party transactions. This information has
been extracted in full unedited text from the Annual Report 2022.
This material should be read in conjunction with and is not a
substitute for reading the full Annual Report 2022. References to
page numbers and notes in the Appendix refer to those in the Annual
Report 2022. A condensed set of financial statements was
appended to the Keller's preliminary results announcement issued on
7 March 2023.
For further information, please contact:
Keller Group plc |
www.keller.com |
Kerry Porritt, Group Company
Secretary and Legal
Advisor
020 7616 7575
Silvana Glibota-Vigo, Group Head
of Secretariat
Notes to editors:
Keller is the world's largest geotechnical specialist contractor
providing a wide portfolio of advanced foundation and ground
improvement techniques used across the entire construction sector.
With around 10,000 staff and operations across five continents,
Keller tackles an unrivalled 6,000 projects every year, generating
annual revenue of more than £2bn.
LEI number:
549300QO4MBL43UHSN10
DGTR 6 Annex 1 Classification:
1.1 (Annual financial and audit reports)
Appendix
Principal risks and uncertainties
The tables on pages 37 to 43 list the principal risks and
uncertainties as determined by the Board that may affect the Group
and highlight the mitigating actions that are being taken. The
content of the tables, however, is not intended to be an exhaustive
list of all the risks and uncertainties that may arise.
Link to strategy
1 Balanced
portfolio
2 Engineered solutions
3 Operational
excellence
4 Expertise and scale
Risk movement since 2021 and link to viability
A Increased
risk B
Constant
risk C
Reduced
risk D
Link to Viability
Timeframe
Short
Medium
Long
Financial risks
1. Inability to finance our business
Description and
impact |
Causes |
Mitigation and
internal controls |
Movement since
2021 |
Failure
to sufficiently and effectively manage the financial strength of
the Group could lead it to:
· Fail to meet required tests that allow it to
continue to use the going concern basis in preparing its financial
statements.
· Fail to meet financial covenant tests,
potentially leading to a default event.
· Have a lack of available funds restricts
investment in growth opportunities, whether through acquisition or
innovation.
· Be unable to meet dividend payment
requirements. |
·
Failure to accurately forecast material exposures and/or manage the
financial resources of the Group. |
· Centralised Treasury function that is
responsible for managing key financial risks, including liquidity
and credit capacity.
· Mixture of long-term committed debt with
varying maturity dates which comprise a £375m revolving credit
facility with a maturity extended to November 2025 and a US private
placement debt of $75m maturing in 2024. New $115m term loan in
place, maturing in November 2024.
· The Group maintains significant undrawn
facilities within a high quality RCF bank syndicate, which underpin
the liquidity requirements of the Group.
· Strong free cash flow profile - flexibility on
capital expenditure and ability to reduce dividends.
· Embedded procedures to monitor the effective
management of cash and debt, including weekly cash reports and
regular cash flow forecasting to ensure compliance with borrowing
limits and lender covenants.
· Culture focused on actively managing our
working capital and monitoring external factors that may affect
funding availability. |
Increased Risk
Robust internal controls within Finance and Treasury, along with
trading in line with expectations, demonstrate clear ability to
manage existing and anticipated risks.
Looking forward, we will closely monitor this risk in relation to
winning new work orders on the NEOM project and subsequent
requirements for increased capital expenditure and working
capital. |
Link to strategy
Link to viability
Timeframe
3 / 4
Yes
Med / Long Term
Market risks
2. A rapid downturn in our markets
Description and
impact |
Causes |
Mitigation and
internal controls |
Movement since
2021 |
Inability to maintain
a sustainable level of financial performance throughout the
construction industry market cycle, which grows more than many
other industries during periods of economic expansion and falls
more harder than many other industries when the economy contracts.
Any significant, sustained reduction in the level of customer
activity could adversely affect the Group’s strategy, reducing
revenue and profitability in the short and medium term, and
negatively impact the longer-term viability of the Group. |
· Customers postponing or reducing investment in
ongoing and new projects.
· Impact of increasing inflation, especially in
steel, cement and energy.
· Political instability leading to disruption in
supply chains impacting both availability and price. |
· The diverse markets in which the Group
operates, both in terms of geography and market segment, provide
protection to individual geographic or segment slowdowns.
· Leveraging the global scale of the Group,
talent and resources can be redeployed to other parts of the
company during individual market slowdowns.
· Having strong local businesses with in-depth
knowledge of the local markets enables early detection and response
to market trends.
· The diverse customer base, with no single
customer accounting for more than 6% of Group revenue, reduces the
potential impact of individual customer failure caused by an
economic downturn. |
Constant
Risk
The Group has a very strong order book across all divisions, with
significant opportunities on the NEOM project in Saudi Arabia.
However, due to increasing inflation and interest rates, as well as
geopolitical uncertainty, we are starting to see some early signs
of customers delaying project starts and investment. |
Link to strategy
Link to viability
Timeframe
1 / 2
Yes
Med / Long Term
Strategic risks
3. Failure to procure new contracts while maintaining
appropriate margins
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Failure
to negotiate satisfactory and appropriate contractual terms may
result in:
· Delays and disputes during project delivery,
negatively impacting our relationships with our customers and the
Group’s reputation for delivering quality products and
solutions.
· Adversely impacting Group strategy leading to
reduced revenue and profitability and negatively impacting the
Group’s ability to fund its strategic objectives. |
· Increased competition especially in tight or
contracting markets.
· Failure to fully understand and/or ability to
meet customer requirements.
· Inadequate resources in place (physical assets
and people).
· Failure to understand and engage with the
customer on balanced approach to allocation or sharing of risk in
the contract. |
· A focus on understanding customer requirements
and competitor capabilities.
· Structured bid review processes in operation
throughout the Group with well-defined selection criteria that are
designed to ensure we take on contracts only where we understand
and can manage the risks involved.
· The Project Lifecycle Management (PLM) Standard
has introduced more rigour into how risks are considered during the
opportunity, contract approval and project execution phases.
· Sales training – focus on contractual and
commercial terms.
· Continuous monitoring of market trends and
their potential impact.
· Continuous monitoring of order book wins and
losses. |
Constant
Risk
While we continued to see a strong order book during 2022, we are
also seeing increased competition on contracts within our markets
with increased pressure on bid pricing from our customers that
along with inflationary pressures could potentially erode contract
margins. |
Link to strategy
Link to viability
Timeframe
1 / 2 / 3 / 4
No
Short / Med / Long Term
4. Losing our market share
Description and
impact |
Causes |
Mitigation and
internal controls |
Movement since
2021 |
Inability to achieve sustainable growth, whether through
acquisition, new products, new geographies or industry-specific
solutions, may:
· Jeopardise our position as the preferred
international geotechnical specialist contractor.
· Lead to inefficiencies and increased operating
costs, which in turn could impact our ability to deliver balanced
profitable growth, which is a key component of our strategy.
· Failure to deliver on our key strategic
objective may result in the loss of confidence and trust of our key
stakeholders including investors, financial institutions and
customers. |
· Increased competitor activity especially in
tight or contracting markets.
· Failure to adjust to changing customer demands
or fully understand and meet their requirements.
· Inability to identify changes in market
demands, including changes to promote sustainability. |
· A clear business strategy with defined short,
medium and long-term objectives, which is monitored at local,
divisional and Group level.
· Continued analysis of existing and target
markets to ensure opportunities that they offer are understood.
· An opportunities pipeline covering all sectors
of the construction market.
· A wide-ranging local branch network which
facilitates customer relationships and helps secure repeat
work.
· Continually seeking to differentiate our
offering through service quality, value for money and
innovation.
· North American businesses reorganisation
delivering on cross-selling opportunities.
· Minimising the risk of acquisitions, including
getting to know a target company in advance, often working in joint
venture, to understand the operational and cultural differences and
potential synergies, as well as undertaking these through due
diligence and structured and carefully managed integration
plans. |
Constant
Risk
Robust internal controls within Finance and Treasury, along with
trading in line with expectations, demonstrate clear ability to
manage existing and anticipated risks. |
Link to strategy
Link to viability
Timeframe
1 / 2
Yes
Short / Med / Long Term
5. Ethical misconduct and non-compliance with regulations
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Keller
operates in many different jurisdictions and is subject to various
rules, regulations and other legal requirements including those
related to anti-bribery and anti-corruption. Failure to comply with
the Code of Business Conduct or other regulations could leave the
Group exposed to:
· Instances of bribery and corruption.
· Fraud and deception.
· Human rights abuses, such as modern slavery,
child labour abuses and human trafficking.
· Unfair competition practices.
· Unethical treatment within our supply
chain.
These failures could result in legal investigations, leading to
fines and penalties, reputational damage and business losses. |
Failure
to comply with the Code of Business Conduct or related policies and
procedures could stem from:
· Failure to establish robust corporate
culture.
· Failure to adopt a compliance risk
approach.
· Failure to embed the Group’s values and
behaviours across the entire organisation, including any joint
ventures.
· Failure to have a robust training and
monitoring programme in place.
· Deliberate non-compliance. |
· A Code of Business Conduct that sets out
minimum expectations for all colleagues in respect of ethics,
integrity and regulatory requirements, that is updated annually and
is backed by a training programme to ensure that it is fully
embedded across the Group.
· Ethics and Compliance Officers in every
business unit who support the ethics and compliance culture and
ensure best practice developed by the Group is communicated and
embedded into local business practices.
· Regular workshops across the Group to ensure
compliance risks are identified and addressed.
· Ethics and Compliance updates to the Audit and
Risk Committee semi-annually.
· An independent third-party whistleblowing
helpline that is actively promoted. Complaints are independently
investigated by the Compliance and Internal Audit teams and
appropriate action taken where necessary. |
Increased Risk
A financial reporting fraud was discovered in the Austral business
unit (BU) in Australia. As a result, management commissioned an
external forensic investigation which reported to the ARC in
February 2023. It concluded that the fraudulent activity had not
resulted in a cash loss for the Group. A specific controls response
plan has also been developed covering both control failings in
Austral and a wider review across Keller. Progress against plan
will be reported to the ARC. See the committee’s report on page 107
for more information. |
Link to strategy
Link to viability
Timeframe
3 / 4
Yes
Short Term
6. Inability to maintain our technological product advantage
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Keller
has a history of innovation that has given us a technological
advantage which is recognised by our clients and competitors.
Failure to maintain this advantage through the continued
technological advancements in our equipment, products and solutions
may:
· Impact our position in the market.
· Not being selected for key complex, high-value
projects that support the Group strategy.
· Make it more difficult to attract and retain
the best talent.
· Result in the loss of reputation for delivering
the best engineered solutions. |
· Failure to maintain investment in innovation
and digitisation.
· Increased competitor investment in innovative
solutions.
· Failure to continue to invest in our
people. |
· Innovation initiatives developed at both Group
and divisional level to ensure a structured approach to innovation
is in
place across the Group.
· Digitisation initiatives focusing on strategy
of facilitating equipment and operational data capture, bringing
information together and making it accessible on a single platform.
It will include all technical information from Keller and
third-party sources at each stage of delivery, including data
analysis and visualisations where possible, and it will also be
BIM-compatible.
· We take a leadership role in the geotechnical
industry, with many of our team playing key roles in professional
associations and industry activities around the world.
· Global product teams set standards, provide
guidance and disseminate best practice across the Group.
· Continued investment in both external and
internal equipment manufacture. |
Constant Risk |
Link to strategy
Link to viability
Timeframe
1 /
2
No
Med / Long Term
7. Climate change
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Climate
change is a global threat and failure to manage and mitigate it
could lead to:
· Inability to achieve Keller’s commitment to
deliver solutions in an environmentally conscious manner, which may
in turn have a negative impact on our reputation, affect employee
morale and lead to a loss of confidence from our customers,
suppliers and investors.
· Product offerings becoming obsolete because
they are no longer compliant with environmental standards.
· Remediation of non-compliant work at our own
expense to maintain compliance. |
·
Failure to update product offerings
in line with both legislation and customer demand. |
· Sustainability Steering Committee that is
responsible for integrating sustainability targets and measures
into the group business plan to successfully drive changes
important to the company.
· Collaboration with the University of Surrey’s
Centre for Environment and Sustainability to apply sustainability
best practice to all business functions.
· Scope 1 and 2 carbon emissions verified by
accredited external third party (Carbon Intelligence).
· Carbon calculator tool used to identify/improve
carbon efficiency.
· Cross-functional team created to develop and
embed processes to meet TCFD requirements. See page 90 for our
Organisational and reporting structure for climate governance. |
Constant
Risk
Starting to win project opportunities related to climate impact.
Focus remains on delivering sustainability targets and meeting TCFD
reporting requirements. |
Link to strategy
Link to viability
Timeframe
1 / 2 / 3 / 4
Yes
Short / Med / Long Term
Operational risks
8. Service or solutions failure
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
In
designing a product or a solution for customers many factors need
to be considered, including client requirements, site and loading
conditions and local constraints (eg neighbouring buildings, other
underground structures). Inadequate design of a customer product
and/or solution may lead to:
· Inability to achieve the required standard.
· Failure to meet quality standards, damaging our
reputation, giving rise to regulatory action and legal liability,
and ultimately impact financial performance.
· A negative impact on long-term profitability
from poorly designed product/solution as they are generally covered
by a liability limitation period of 12 years. |
·
Misinterpretation of client requirements or miscommunication of
requirements by the client may lead to a poorly designed solution
and consequently failure. |
· Continuing to enhance our technological and
operational capabilities through investment in our product teams,
project managers and our engineering capabilities.
· Employing geotechnical engineers that are
focused purely on design.
· Disaster Recovery/Business Continuity Plans in
place and reviewed across the Group.
· The global product teams set standards, provide
guidance and disseminate best practice across the organisation for
our eight key products.
· We seek to agree liability limits in our
contracts with customers.
· Insurance solutions are in place to limit
financial exposure of a potential customer claim. |
Constant Risk |
Link to strategy
Link to viability
Timeframe
2 /
4
Yes
Short / Med / Long Term
9. Ineffective execution of our projects
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Inability to successfully deliver projects in line with the agreed
customer requirements may
result in:
· Cost overruns, contractual disputes and
reputational damage.
· Ineffective project delivery may also expose
the Group to long-term obligations including legal action and
additional costs to remedy solution failure. |
· Failure to manage our projects to ensure that
they are delivered on time and to budget due to unforeseen ground
and site conditions, weather-related delays, unavailability of key
materials, workforce shortages or equipment breakdowns.
· Lack of comprehensive understanding of contract
obligations.
· Inadequate resources (people, physical assets
and materials). |
· Ensuring we understand all of our risks through
the bid appraisal process and applying rigorous policies and
processes to manage and monitor contract performance.
· Ensuring we have high-quality people delivering
projects. Keller’s Project Management Academy and Field Leadership
Academy are designed to create project managers with a consistent
skill set across the entire organisation. The academies cover a
broad range of topics including contract management, planning, risk
assessment, change management, decision-making and finance.
· KDAQ system enabling comparison of performance
across sites using similar products, identification of areas of
best practice and quickly raising awareness of where improvement is
needed.
· Safety Standards for operations (eg platform,
cage handling), Equipment Standards and fleet renewal.
· The PLM Standard aims to drive a consistent
approach to project delivery with robust controls at every project
phase.
· A formal, structured approach to Lean and 5S is
being rolled out across the organisation, which is improving
processes and strengthening Keller’s working culture. |
Constant
Risk
Number of projects not executed to expectations in 2022 above the
long-term average. Adversely impacted by persistently high
inflation across North America and Europe. |
Link to strategy
Link to viability
Timeframe
3 / 4
Yes
Short Term
10. Supply chain – partners fail to meet the Group’s operational
expectation and contractual obligations (including capacity,
competency, quality, financial stability, safety, environmental,
social and ethical)
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Failure
to manage suppliers effectively could lead to:
· Delays to executing projects waiting for
materials and ongoing business disruption.
· Additional costs to find alternative
suppliers.
· Becoming involved in legal disputes and
potentially fines and penalties.
· Damaging our reputation and potentially being
barred from bidding on future contracts.
· Human rights abuses, such as modern slavery,
child labour abuses and human trafficking. |
· Failure to embed the Group’s expectation within
the procurement process.
· Inadequate assessment of supply chain partner
capabilities during bidding phase.
· Lack of supplier resilience due to rising costs
of energy as a result of geopolitical uncertainty.
· Lack of supply availability due to increased
demand from and too little supply.
· Inflation driving up prices.
· Logistical impact causing delays due to lack of
HGV drivers. |
· The Group has developed long-term partnerships
with key suppliers, working closely with them to understand their
operations, but is not over-reliant on any single one, with an
extensive network of approved suppliers in place across the
organisation to support its strategic ambitions.
· A Supply Chain Code of Business Conduct that
sets out minimum expectations for all suppliers in respect of
ethics, integrity and regulatory requirements, that is updated
annually.
· Working group established, reporting to the
Group Company Secretary and Legal Advisor, to drive minimum
standards both contractually and behaviourally across key labour
suppliers. |
Constant
Risk
Supply chain issues, including both scarcity of certain materials
(steel, cement and energy) and the pricing impact of this, are
beginning to show signs of easing. While pressure remains as a
result of the geopolitical uncertainty following Russia’s invasion
of Ukraine, it is being better managed as demand cools across North
America and Europe. It will continue to be closely monitored and
action taken to mitigate impacts.
The Group is committed to ensuring slavery and forced labour is not
taking place in its business or supply chain. Following a recent
issue with a contractor’s use of overseas recruitment agents, we
are undertaking a modern slavery assessment of our labour only
contractors to ensure they are complying with our standards. |
Link to strategy
Link to viability
Timeframe
3 / 4
Yes
Short / Med Term
11. Causing a serious injury or fatality to an employee or a
member of the public
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Failure
to maintain high standards of health and safety, and an increase in
serious injuries or fatalities, leading to:
· Erosion of trust of employees and potential
clients.
· Damage to staff morale, an increase in employee
turnover rates and a decrease in productivity.
· Threat of potential criminal prosecutions,
fines, disbarring from future contract bidding and reputational
damage. |
· Inadequate risk identification, assessment and
management.
· Lack of clear leadership driving the safety
culture.
· Lack of employee competency.
· Poorly designed processes that do not eliminate
or mitigate risk.
· Lack of focus on the wellbeing and mental
health of employees and JV partners. |
· Board-led commitment to drive health and safety
programmes and performance with a vision of zero harm.
· An emphasis on safety leadership to ensure both
HSEQ professionals and operational leaders drive implementation and
sustainment of our safety standards through ongoing site presence,
using safety tours, safety audits, safety action groups and
mandatory employee training.
· Ongoing improvement of existing HSEQ systems to
identify and control known and emerging HSEQ risks, which conform
to internal standards.
· Incident Management Standard and incident
management software driving a robust and consistent management
process across the organisation that ensures the cause of the
incident is identified and actions are put in place to prevent
recurrence. |
Constant Risk |
Link to strategy
Link to viability
Timeframe
3
Yes
Short Term
12. Not having the right skills to deliver
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Failure
to attract and develop excellent people to create a high-quality,
vibrant, diverse and flexible workforce could:
· Harm the Group’s ability to win or execute
specific high-value, complex projects.
· Fail to meet strategic objectives to grow the
business and lose key stakeholder confidence within the
market. |
· Inability to recruit
and retain strong performers.
· Lack of a diverse workforce.
· Failure to maintain
and promote the
Keller culture.
· Overheating of market causing significant
increase in demand
or competition
for people.
· Lack of visibility of long-term pipeline for
career progression resulting in existing employees leaving
the business.
· Post COVID-19 recovery driving increase in
attrition
or people leaving
the sector.
· Pressure from
wage inflation and increased offers
from competition. |
· Continuing to invest in our people and
organisation in line with the four pillars of
the Keller People agenda as noted below.
· Ensuring that the ‘Right Organisation’ is in
place with people having clear accountabilities; each
organisational unit is properly configured with a matrix of line
management, functional support and product expertise.
· As an industry leader, that Keller is made up
of ‘Great People’ that are well trained, motivated and have
opportunities to develop to their full potential. Project managers
and field employees receive comprehensive training programmes which
cover a broad range of topics including contract management,
planning, risk assessment, change management, decision?making and
finance.
· A strong focus on the ‘Exceptional Performance’
of employees in delivering commercial outcomes safely for Keller
based upon project successes for our customers. Business leaders
are incentivised to deliver their annual financial and safety
commitments to the Group.
· The ‘Keller Way’ provides guidance to the
company’s employees and leaders to comply with local laws and work
within Keller’s values and Code of Business Conduct. |
Constant
Risk
While we are still witnessing inflationary pressure on pay across
many locations where Keller operates, the pressure on competition
for skilled personnel is beginning to ease. Focus remains on
retaining staff with the right skills to deliver. |
Link to strategy
Link to viability
Timeframe
2 / 3 / 4
No
Short / Med Term
13. Cyber security
Description and
impact |
Causes |
Mitigation and internal
controls |
Movement since
2021 |
Risk of
potential disruption in the business operations, reputational
damage and/or loss or corruption of data could lead to:
· Loss of intellectual property and competitive
advantage.
· Operational impact restricting ability to carry
out business critical activities.
· Potential fines and penalties.
· Reputational damage leading to loss of market
and customer confidence. |
· Poor internal governance.
· Failure to embed preventative culture.
· Lack of or inadequate training and
awareness.
· Increased exposure to phishing attacks and
ransomware due to increased use of personal devices and remote
working.
· Inconsistent approach to data security,
especially with JV partners and external third parties.
· Increased use of cloud services without
equivalent investment in modern threat prevention.
· Cyber attacks. |
· The Group has a cyber security and information
assurance team and is utilising zero trust layered technology.
· Creation of an Information Security Management
System framework, referencing industry standards to ensure
appropriate governance, control and risk management and then onward
management for compliance, maturity and development of service.
· Introduction of technical capabilities and
services to further enable prevention, detection, prediction and
response services.
· Multi-factor authentication for all users
prevents unauthorised access to Keller’s networks and
applications.
· Advanced threat protection on all IT equipment
delivers comprehensive, ongoing and real-time protection against
viruses, malware and spyware.
· Data protection framework to ensure compliance
with the GDPR and other standards of data protection.
· Independent third-party review of our approach
to cyber security and the adequacy of the control environment. |
Constant Risk |
Link to strategy
Link to viability
Timeframe
3 / 4
No
Short Term
Responsibility statement of the
Directors in respect of the Annual Report and the financial
statements
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 as a whole; and
· the Strategic report and the Directors’ report,
including content contained by reference, includes a fair review of
the development and performance of the business and the position
and performance of the company and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties that they?face.
The Board confirms that the Annual Report and the financial
statements, taken as a whole, are fair, balanced and understandable
and provide the information necessary for shareholders to assess
the Group’s position and performance, business model and
strategy.
Related party transactions
Transactions between the parent, its subsidiaries and joint
operations, which are related parties, have been eliminated on
consolidation. Other related party transactions are disclosed
below:
Compensation of key management personnel
The remuneration of the Board and Executive Committee, who are
the key management personnel, comprised:
|
2022
£m |
2021
£m |
Short-term employee
benefits |
4.5 |
8.2 |
Post-employment
benefits |
0.3 |
0.3 |
Termination
payments |
0.4 |
0.4 |
|
5.2 |
8.9 |
Other related party transactions
As at 31 December 2022, there was
a net balance of £0.1m owed by (2021: £0.1m owed by) the joint
venture. These amounts are unsecured, have no fixed date of
repayment and are repayable on demand.