Spectris PLC Annual Financial Report (5513H)
25 March 2020 - 10:03PM
UK Regulatory
TIDMSXS
RNS Number : 5513H
Spectris PLC
25 March 2020
Spectris plc: Annual Report and Accounts 2019
The Company's Annual Report and Accounts for the year ended 31
December 2019 (the "Annual Report") has been published on the
Company's website at www.spectris.com and has been posted to
shareholders who have elected to receive hard copy
communications.
The Annual General Meeting is scheduled to be held on 22 May
2020. The Notice of Annual General Meeting (the "Notice of
Meeting") will be circulated to shareholders no later than 21 clear
days before the AGM, in line with the requirements of section 307
of the Companies Act 2006. A separate announcement will be made
when the Notice of Meeting and the Form of Proxy are available.
Pursuant to UK Listing Rule 9.6.1, the following documents have
also been submitted to the National Storage Mechanism and will
shortly be available for inspection at
http://www.morningstar.co.uk/uk/nsm
- The Annual Report; and
- The Notice of Availability.
The final results for the year ended 31 December 2019, released
by the Company on 20 February 2020, include the information
required pursuant to Rules 4.1 and 6.3.5 of the UK Disclosure
Guidance and Transparency Rules, excepting publication of the
responsibility statement of the Directors in respect of the 2019
Accounts, and a description of the principal risks and
uncertainties facing the Company, which are detailed below:
Directors Responsibility Statement
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;
-- the Strategic Report on pages 1 to 53 and the Directors'
Report on pages 54 to 95 include a fair review of the development
and performance of the business and the position of the Group
and the undertakings included in the consolidation taken
as a whole, together with a description of the principal
risks and uncertainties that they face; and
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-- 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 performance,
business model and strategy.
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Andrew Heath - Chief Executive
Derek Harding - Chief Financial Officer
Principal Risks and Uncertainties
Strategic transformation
Definition: Failure to successfully deliver the Group strategy,
including business transformation and key mergers
and acquisitions activity.
-------------------------------------------------------
Link to Strategy: Customer focus; Operating leverage; Portfolio
management; Spectris Business System ('SBS');
Perform and grow
-------------------------------------------------------
Risk Appetite: Balanced
-------------------------------------------------------
Assessment: High
-------------------------------------------------------
Change in Risk New risk
Level:
-------------------------------------------------------
Impact Our day-to-day activities are aligned to the
successful achievement of the Group's strategic
objectives. Nevertheless, we recognise the importance
of managing some of the more transformative elements
of strategic activation as a Principal Risk.
These elements include divestments and acquisitions,
incorporating effective cost management tools
into the SBS, capital investment and the ongoing
digitisation of our offerings and infrastructure.
-------------------------------------------------------
Mitigation -- Embedding profit improvement into business
as usual supported by the SBS
-- Enhanced acquisition/merger integration processes
and capability
-- Regular reviews to track activation
-- A framework of physical and logical control
measures
-------------------------------------------------------
Cyber threat
Definition: Failure to appropriately protect critical information/physical
assets from cyber threats, including external
hacking, cyber fraud, and inadvertent/ intentional
electronic leakage of critical data.
---------------------------------------------------------------
Link to Strategy: Customer focus; Operating leverage; Ethics and
HSE
---------------------------------------------------------------
Risk Appetite: Cautious
---------------------------------------------------------------
Assessment: High
---------------------------------------------------------------
Change in Risk Increase
Level:
---------------------------------------------------------------
Impact Our businesses face both internal and external
information security risks, the nature and complexity
of which are constantly changing, becoming more
sophisticated and unpredictable. With the introduction
of data privacy regulatory requirements, and
a continuing trend of high-profile information
security breaches occurring across a wide range
of businesses, the Group takes a necessarily
proactive and cautious approach to safeguarding
its information assets.
---------------------------------------------------------------
Mitigation -- Information security and data privacy policies
and minimum expected controls
-- Cyber risk assurance undertaken by Internal
Audit
-- Online and face-to-face awareness training
-- Regular Board and Audit and Risk Committee
sessions on cyber threat
-- Continued strengthening of IT systems
---------------------------------------------------------------
Compliance
Definition: Failure to comply with laws and regulations,
leading to reputational damage, substantial fines
and potential market exclusion.
------------------------------------------------------------
Link to Strategy: Ethics and HSE; Customer focus
------------------------------------------------------------
Risk Appetite: Highly cautious
------------------------------------------------------------
Assessment: High
------------------------------------------------------------
Change in Risk No change
Level:
------------------------------------------------------------
Impact We operate in many jurisdictions and, consequently,
are subject to wide-ranging laws and regulations
including export controls, data privacy, fair
competition and anti-bribery and corruption.
Any compliance failure by the Group or its representatives
could result in civil or criminal liabilities,
leading to significant fines and penalties or
the disqualification of the Group from participation
in government-related contacts or entire markets.
------------------------------------------------------------
Mitigation -- Strong cultural alignment to the Spectris
value of 'Absolute Integrity'
-- Investment in experienced compliance professionals
-- Formal compliance programme including policies,
procedures and training
-- Contract review and approval processes
------------------------------------------------------------
Political
Definition: Material adverse changes in the geopolitical
environment putting at risk our ability to execute
our strategy. Includes trade protectionism, punitive
tax/regulatory regimes, and general heightened
tension between trading parties or blocs.
--------------------------------------------------------
Link to Strategy: Customer focus; Operating leverage; Perform and
grow
--------------------------------------------------------
Risk Appetite: Balanced
--------------------------------------------------------
Assessment: Moderate
--------------------------------------------------------
Change in Risk Increase
Level:
--------------------------------------------------------
Impact: We operate in a range of end markets around the
world and may be affected by political or regulatory
developments in any of these countries. Material
adverse changes in the political environment
in the countries in which we operate have the
potential to put at risk our ability to execute
our strategy. We continually monitor the geopolitical
landscape and develop response plans accordingly.
--------------------------------------------------------
Mitigation: -- Event monitoring and horizon scanning
-- Working groups to limit the impact of materialising
risks
-- Maintain a strong balance sheet
-- Operate in a broad spread of geographical
markets and end users
-- Response planning
--------------------------------------------------------
Market/financial shock
Definition: Material adverse changes in market conditions,
such as economic recession, sudden negative investor
sentiment and currency fluctuation.
--------------------------------------------------------
Link to Strategy: Customer focus; Operating leverage
--------------------------------------------------------
Risk Appetite: Balanced
--------------------------------------------------------
Assessment: Moderate
--------------------------------------------------------
Change in Risk No change
Level:
--------------------------------------------------------
Impact As a public company, and one that conducts business
in a large number of markets, we recognise the
global or local impact that a recession or period
of instability could have on the Group. As with
political risk, we are limited in our ability
to reduce the likelihood of such events, but
with careful monitoring and response planning
we can ensure that the potential impact is restricted.
--------------------------------------------------------
Mitigation -- Market monitoring and horizon scanning
-- Maintain a strong balance sheet
-- Operate in a broad spread of geographical
markets and end users
-- Response planning
--------------------------------------------------------
Talent and capabilities
Definition: Failure to attract, retain and deploy the necessary
talent to deliver Group strategy.
--------------------------------------------------------
Link to Strategy: Leadership and talent; SBS
--------------------------------------------------------
Risk Appetite: Balanced
--------------------------------------------------------
Assessment: Moderate
--------------------------------------------------------
Change in Risk No change
Level:
--------------------------------------------------------
Impact The Group needs to attract, develop, motivate
and retain the right people to achieve our operational
and strategic targets. Effective talent management
is essential to
successfully delivering our current business
requirements and strategic goals, and to realising
the full potential of our businesses. Therefore,
failure to leverage talent
and capabilities could significantly impact the
successful execution of our strategy.
--------------------------------------------------------
Mitigation -- Structured recruitment and succession processes
for senior Group talent
-- Global HR information systems implementation
underway
-- Annual organisation capability review process
--------------------------------------------------------
Intellectual property
Definition: Infringement of third-party rights, and failure
to appropriately protect our intellectual property
and infringement of the Group's intellectual
property rights by a third-party.
--------------------------------------------------------
Link to Strategy: Customer focus; Portfolio management
--------------------------------------------------------
Risk Appetite: Highly cautious
--------------------------------------------------------
Assessment: Low
--------------------------------------------------------
Change in Risk Increase
Level:
--------------------------------------------------------
Impact It is important that we have measures in place
to reduce the likelihood that we may inadvertently
infringe third-party rights. Our information
assets, know-how and products provide the Group
with a wealth of intellectual property, and we
have a proactive approach towards protection
and management of that property. The Group owns
and registers patents and trademarks, maintains
trade secrets, confidential information and copyright,
and exploits intellectual property through licensing.
--------------------------------------------------------
Mitigation -- Monitoring third-party applications and competitor
activity
-- Protection, including patent registration
-- Freedom-to-operate technical reviews in advance
of new product development, acquisitions and
licensing
-- Policies, procedures and training
--------------------------------------------------------
Business disruption
Definition: Failure to appropriately prepare for and respond
to a crisis or major disruption to key operations
either across the Group, in a key region/location,
or via a critical supplier.
-------------------------------------------------------
Link to Strategy: Customer focus; Operating leverage; Perform and
grow
-------------------------------------------------------
Risk Appetite: Cautious
-------------------------------------------------------
Assessment: Low
-------------------------------------------------------
Change in Risk New risk
Level:
-------------------------------------------------------
Impact The nature of our geographically diverse and
segmented businesses provides a degree of natural
hedging from Group-wide disruption arising from
a major event, be it a physical disaster at a
major site, or an in-region external event, such
as the recent coronavirus outbreak in China.
However, we acknowledge the importance of proactively
ensuring a consistent and effective business
continuity management process across the Group.
-------------------------------------------------------
Mitigation -- Business continuity plans
-- IT disaster recovery plans
-- Testing plans
-- Risk identification and monitoring
-- Crisis management
-------------------------------------------------------
Name of contact and telephone number for queries:
Rebecca Dunn
Deputy Company Secretary
01784 470 470
LEI Number: 213800Z4CO2CZO3M3T10
For and on behalf of Spectris plc
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END
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