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
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.
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.
contingency plans for
downturns and exits
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
*We have dedicated
focused on the
delivery of our
practices to meet the
needs of our
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.
*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
with issues escalated
as required through
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.
*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
*legal action from
regulators including *The financial control
fines, penalties and framework is
imprisonment; and continually monitored
*exclusion from markets
important for our future *Internal Audit's remit
growth. includes regular
review of the
across the Group. The
Group Legal team is
with the Code of
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
*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
*reducing margins by maintaining quality.
additional costs *Consistent Group-wide
associated with late approach to inventory
remedial actions taken to control and sales and
avoid missing delivery operational planning.
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
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
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
party £m £m £m £m £m
ventures 2012 1.0 0.2 1.7 2.6 -
2011 0.5 0.2 0.8 1.6 -
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
Short-term employee benefits 6.5 6.6
Share-based payments 2.7 2.0
Post-employment benefits 0.1 -
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
This announcement is distributed by Thomson Reuters on behalf of Thomson
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
information contained therein.
Source: The Weir Group PLC via Thomson Reuters ONE
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