The Weir Group PLC : Annual Financial Report The Weir Group PLC 2012 Annual Report and 2013 Annual General Meeting The following documents have today been posted or otherwise made available to shareholders: 1.Annual Report and Financial Statements for the 52 weeks ended 28 December 2012 (the "2012 Annual Report"); 2.Notice of 2013 Annual General Meeting; and 3.Form of Proxy for the 2013 Annual General Meeting 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 at www.hemscott.com/nsm.do. The documents are also available on the Company's website at www.weir.co.uk and in hard copy to shareholders upon request to Investor Relations, The Weir Group PLC, Clydesdale Bank Exchange, 20 Waterloo Street, Glasgow G2 6DB. The Company's 2012 Annual General Meeting will be held at the Radisson Blu Hotel, 301 Argyle Street, Glasgow, G2 8DL, on Wednesday 1 May 2012, at 2.30pm. The Company's full year results announcement of 27 February 2013 contained a management report as well as the audited financial statements which were prepared in accordance with the applicable accounting standards. The 2012 Annual Report submitted to the National Storage Mechanism today also contains information regarding the Company's principal risks and uncertainties, related party transactions and a responsibility statement relating to the content of the 2012 Annual Report; an extract of this information is provided below as required under paragraph 6.3.5 of the DTR, however this material should be read in conjunction with and is not a substitute for reading the full 2012 Annual Report. Page numbers and cross-references in the following appendices refer to page numbers and cross-references in the 2012 Annual Report. APPENDICES Appendix A: Principal risks & uncertainties A description of the principal risks and uncertainties that the Company faces is extracted from pages 44 and 45 of the 2012 Annual Report. As in any business, there may be unforeseen issues which could impact the Group's ability to achieve its objectives in the future. However, we believe the Group's risk management framework makes this less likely. The key risks set out below are those which we believe have the greatest potential to impact our ability to achieve the Group's strategic objectives. Why we think this is How we are mitigating the Risk important risk Global and economic conditions Changes in key We need to remain *We maintain regular markets and/or sufficiently flexible to engagement with our political conditions allow us to meet growth in customers to have an adverse demand when our customers' understand their needs impact on customers' markets are buoyant and and challenges. expenditure plans. therefore capital investment is high, and equally foresee *Our strategic planning downturns and/or instability utilises extensive in territories, to allow us market intelligence to to adjust our operations assist in forecasting accordingly. Otherwise, we opportunities and dips are at risk of not maximising in markets, as well as our potential for growth in potential political buoyant markets, and and social instability incurring unnecessary costs in regions. during downturns. *We maintain contingency plans for downturns and exits from unstable regions. Technology and innovation We fail to drive The strength of our business *Continual investment innovation to ensure is built upon a history of in research and that the business delivering innovative and development, including continues to deliver sustainable solutions for our the Weir Advanced sustainable and customers. If we fail to keep Research Centre in attractive solutions abreast of market needs or to conjunction with the for our customers. innovate solutions we are at University of risk of losing market share Strathclyde. to our competitors and reducing margins as demand *Global design centres decreases. of origin, dedicated technology centres for pump and materials development and a commitment to creating patent protected technologies. *We have dedicated governance teams (Engineering and Manufacturing Excellence Committees) focused on the delivery of our strategic objectives for technological advances and innovation in manufacturing practices to meet the needs of our customers. Environment, health and safety (EHS) We fail to adequately We have a fundamental duty to *The Weir behavioural protect our people protect our people and other safety system is in and other stakeholders from harm whilst place to reduce the stakeholders from conducting our business. As risk of safety harm associated with well as the personal impact incidents. In a breach in EHS on our people resulting from addition, there are standards. a failure to meet this initiatives to prevent obligation, we would also be the most common at risk of: accident types. The Weir global EHS *reputational damage standards are leading to a loss of continually reviewed. customers; *The EHS Excellence *legal action from Committee is regulators including responsible for fines and penalties; and monitoring performance and compliance with *exclusion from markets Group objectives, important for our future policies and standards growth. relating to EHS. *There is a formal EHS assurance programme with issues escalated as required through the reporting structures. Ethics and governance Interactions with our We are unwilling to accept *The Code of Conduct, people, customers, dishonest or corrupt supplemented with suppliers and other behaviour from our people, or Group policies on stakeholders are not external parties acting on related topics, conducted with the our behalf, whilst conducting provides a clear highest standards of our business. If we fail to benchmark for how we integrity, which act with integrity we are at expect our business devalues our risk of: will be conducted. reputation. *reputational damage *Regular training is leading to a loss of provided using a range customers; of mechanisms including 'Town Hall' *increased scrutiny from style sessions, regulators; on-line and induction training. *legal action from regulators including *The financial control fines, penalties and framework is imprisonment; and continually monitored for effectiveness. *exclusion from markets important for our future *Internal Audit's remit growth. includes regular review of the anti-bribery and corruption and financial controls across the Group. The Group Legal team is responsible for monitoring compliance with the Code of Conduct. Supply chain We fail to adequately Our supply chain is dependent *Established engagement manage the supply upon a number of factors framework in place chain thereby including sufficient with key suppliers. reducing our ability manufacturing capacity, to meet customer access to raw materials and *Regular KPI monitoring demand in an economic key components, integrated of the supply chain and efficient manner. sales and production throughout the planning, and skilled people. organisation. If we fail to meet the delivery targets agreed with *The Purchasing customers as a result of a Excellence Committee failure in the supply chain monitors performance we risk: and compliance with Group objectives, *damaging our reputation policies and standards and as a consequence relating to losing customers and procurement. Centres market share; of Excellence are established for key *incurring penalties as a components to drive result of late delivery efficiencies and contractual clauses; and enhance delivery standards whilst *reducing margins by maintaining quality. incurring unnecessary additional costs *Consistent Group-wide associated with late approach to inventory remedial actions taken to control and sales and avoid missing delivery operational planning. targets. Acquisitions and expansion into new territories Inadequate planning Acquisitions and expansions *The strategic planning and management of the into new territories are only process includes integration and undertaken after rigorous market and competitive expansion processes review and identification of position assessments impacts the ability expected synergies, cost to drive the to generate growth savings and growth acquisition agenda. opportunities, opportunities. However, there synergies and cost is a risk that these benefits *Comprehensive due savings within may not be achieved, or may diligence is performed expected timescales not be achieved within the on all potential anticipated timescales, acquisitions. thereby tying up the Group's funds in investments with *We have a formal 100 insufficient return. There is day integration plan also a risk that we could be with dedicated left liable for past acts or integration directors omissions of the acquired and managers appointed businesses without adequate to oversee and manage right of redress. the full integration programme. Appendix B: Directors statement of responsibilities The following statement is repeated here solely for the purpose of complying with DTR 6.3.5. This statement relates to and is extracted from page 63 of the 2012 Annual Report and is signed for and on behalf of the Board by Keith Ruddock, Company Secretary. Responsibility is for the full 2012 Annual Report and not the extracted information presented in this announcement or the full year results announcement. The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and the Company financial statements in accordance with UK Accounting Standards and applicable law. In preparing those financial statements, the Directors are required to: *select suitable accounting policies and then apply them consistently; *make judgements and estimates that are reasonable and prudent; *state that the Group financial statements have complied with IFRS as adopted by the European Union, subject to any material departures being disclosed and explained; *state for the Company financial statements whether the applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained. The Directors confirm that they have complied with the above requirements in preparing the financial statements. Each of the Directors, as at the date of this Report, confirms to the best of his or her knowledge that: *the financial statements give a true and fair view of the assets, liabilities, financial position and profit of the Group; *the Directors' Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the Companies Act 2006 and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Appendix C: Related Party Transactions The following statements regarding related party transactions are set out on page 126 of the 2012 Annual Report. The following is extracted in full and unedited form from the 2012 Annual Report. The following table provides the total amount of significant transactions which have been entered into with related parties for the relevant financial year and outstanding balances at the period end. Sales to Sales to Purchases Amounts related related from related owed to parties - parties - parties - Purchases from related related goods services goods parties - services parties Related party £m £m £m £m £m Joint ventures 2012 1.0 0.2 1.7 2.6 - 2011 0.5 0.2 0.8 1.6 - Group pension plans 2012 - - - - 1.4 2011 - - - - 1.5 Contributions to the Group pension plans are disclosed in note 24. Terms & conditions of transactions with related parties Sales to and from related parties are made at normal market prices. Outstanding balances at the period end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party balances. For the 52 weeks ended 28 December 2012, the Group has not raised any provision for doubtful debts relating to amounts owed by related parties as the payment history has been excellent (2011: £nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates. Compensation of key management personnel 2012 2011 £m £m Short-term employee benefits 6.5 6.6 Share-based payments 2.7 2.0 Post-employment benefits 0.1 - 9.3 8.6 Key management comprises the Board and the Group Executive. Further details of the Board remuneration can be found in the Remuneration report on pages 66 to 80. ------------------------------------------------------------------------------ This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that: (i) the releases contained herein are protected by copyright and other applicable laws; and (ii) they are solely responsible for the content, accuracy and originality of the information contained therein. Source: The Weir Group PLC via Thomson Reuters ONE HUG#1687646
The Weir Group PLC : Annual Financial Report
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