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FAN Volution Group Plc

423.00
15.00 (3.68%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Volution Group Plc LSE:FAN London Ordinary Share GB00BN3ZZ526 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  15.00 3.68% 423.00 422.50 423.00 423.50 411.00 411.00 161,209 16:29:12
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Equip Rental & Leasing, Nec 328.01M 37.37M 0.1889 22.39 836.67M

Volution Group plc Annual Report, Sustainability Strategy & AGM (8446C)

22/10/2020 7:00am

UK Regulatory


Volution (LSE:FAN)
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TIDMFAN

RNS Number : 8446C

Volution Group plc

22 October 2020

Thursday 22 October 2020

Volution Group plc

Annual Report and Accounts 2020 including new Sustainability Strategy

Notice of Annual General Meeting

Volution Group plc ("Volution", the "Group" or the "Company", LSE: FAN), a leading international designer and manufacturer of energy efficient indoor air quality solutions, announces that following the release on 8 October 2020 of the Company's Preliminary Announcement of Final Results for the year ended 31 July 2020, it has today posted and made available to shareholders on its website, www.volutiongroupplc.com the documents listed below:

   --      Annual Report and Accounts 2020 including Volution's new Sustainability Strategy 
   --      Notice of Annual General Meeting 2020 
   --      Form of Proxy for Annual General Meeting 2020 

Copies of these documents are also being submitted to the Financial Conduct Authority's National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

In accordance with the United Kingdom Government's public health guidelines on COVID-19 and in the interests of the safety and wellbeing of our shareholders, the AGM will be held as a closed meeting with the minimum quorum of two management shareholders present. Shareholders will not be permitted to attend. The Board recommends that shareholders appoint the Chairman of the AGM as their proxy rather than a named person who will not be permitted to attend the meeting.

As it is not possible for the Board to meet shareholders in person at the AGM, any questions that shareholders would like to raise can be sent by email to investors@volutiongroupplc.com ahead of the AGM.

A condensed set of financial statements and information on important events that have occurred during the year ended 31 July 2020 and their impact on the financial statements, were included in the Company's Preliminary Announcement of Final Results made on 8 October 2020, which is available on the Company's website referred to above. That information together with the information set out below in the appendices to this announcement (which is extracted from the Annual Report and Accounts 2020), constitute the material required by Disclosure Guidance & Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service. This announcement is not a substitute for reading the full Annual Report and Accounts 2020.

- ends -

Enquiries:

Volution Group plc

   Michael Anscombe, Company Secretary                               +44 (0) 1293 441562 

Legal Entity Identifier: 213800EPT84EQCDHO768.

Note to Editors:

Volution Group plc (LSE: FAN) is a leading international designer and manufacturer of energy efficient indoor air quality solutions.

Volution Group comprises 16 key brands across three regions:

UK: Vent-Axia, Manrose, Diffusion, National Ventilation, Airtech, Breathing Buildings, Torin-Sifan.

Continental Europe: Fresh, PAX, VoltAir, Kair, Air Connection, inVENTer, Ventilair.

Australasia: Simx, Ventair.

For more information, please go to: www.volutiongroupplc.com

APPICES

Appendix A: Directors' Responsibility Statement

The following Directors' Responsibility Statement is extracted from page 104 of the Annual Report and Accounts 2020 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5. The statement relates to the full Annual Report and Accounts 2020 and not the extracted information contained in this announcement:

The Directors are responsible for preparing the Annual Report and the Group and parent company 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 (IFRSs) as adopted by the European Union and Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the pro􀀀it or loss of the Group and Company for that period. In preparing the financial statements, the Directors are required to:

   -        select suitable accounting policies and then apply them consistently; 

- state whether applicable IFRSs as adopted by the European Union have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

   -        make judgements and accounting estimates that are reasonable and prudent; and 

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Directors' confirmations

The Directors consider that 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 and Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed on pages 58 and 59, confirms that, to the best of their knowledge:

- the Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 Reduced Disclosure Framework and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company;

- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

- the Directors' Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

In the case of each Director in office at the date the Directors' Report is approved:

- so far as the Director is aware, there is no relevant audit information of which the Group and Company's auditor is unaware;

- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group and Company's auditor is aware of that information; and

- the financial statements on pages 114 to 163 were approved by the Board of Directors on 8 October 2020 and signed on its behalf by Ronnie George and Andy O'Brien.

By order of the Board

Ronnie George

Chief Executive Officer

8 October 2020

Andy O'Brien

Chief Financial Officer

8 October 2020

Appendix B: Principal Risks and Uncertainties

The following is extracted from pages 46 to 53 of the Annual Report and Accounts 2020 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5. The information relates to the full Annual Report and Accounts 2020 and not the extracted information contained in this announcement:

The Board is committed to protecting and enhancing the Group's reputation and assets in the interests of shareholders as a whole, while having due regard to the interests of all stakeholders. It has overall responsibility for the Group's system of risk management and internal control.

The Group's businesses are affected by a number of risks and uncertainties. These may be impacted by internal and external factors, some of which we cannot control. Many of the risks are similar to those found by other companies of similar scale and operations.

The risks and uncertainties facing the Group have been considered in the context of the continuing COVID-19 pandemic, as well as the potential implications from any changes in the trading relationship between the UK and the European Union (EU) from 1 January 2021. More detail of the specific risk associated with the new relationship yet to be negotiated between the UK and the EU can be found on pages 47 and 48. A specific assessment of the potential risks and our approach to management of these risks can be found on pages 50 to 53.

Our approach

Risk management and maintenance of appropriate systems of control to manage risk are the responsibilities of the Board and are integral to the ability of the Group to deliver on its strategic priorities. The Board has developed a framework of risk management which is used to establish the culture of effective risk management throughout the business by identifying and monitoring the material risks, setting risk appetite and determining the overall risk tolerance of the Group. To enhance risk awareness, embed risk management and gain greater participation in managing risk across the Group, a programme of employee communication continues with all new employees receiving a brochure on joining Volution.

The Group's framework of risk management is monitored by the Audit Committee, under delegation from the Board. The Audit Committee is responsible for overseeing the effectiveness of the internal control environment of the Group.

BDO LLP (BDO) continued to act in the capacity of internal auditor and provide independent assurance that the Group's risk management, governance and internal control processes are operating effectively. BDO continued to act in this capacity throughout the financial year ended 31 July 2020.

Identifying and monitoring material risks

Material risks (including emerging risks) that we consider may lead to threats to our business model, strategy and liquidity are identified through our framework of risk management, our analysis of individual processes and procedures (bottom-up approach) and a consideration of the strategy and operating environment of the Group (top-down approach).

The risk evaluation process begins in the operating businesses with an annual exercise undertaken by management to identify and document the significant strategic, operational, financial and accounting risks facing the businesses. This process ensures risks are identified and monitored and management controls are embedded in the businesses' operations.

The risk assessments from each of the operating businesses are then considered by Group management, which evaluates the principal risks of the Group with reference to the Group's strategy and operating environment for review by the Board.

Our principal risks and uncertainties

The 2018 UK Corporate Governance Code (the 2018 Code) states that the Board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives and that it should maintain sound risk management and internal control systems. In accordance with provision 29 of the 2018 Code, the Directors confirm that they have carried out a robust assessment of the principal risks facing the Group, including those which would threaten the business model, future performance, solvency or liquidity.

Set out in this section of the Strategic Report are the principal risks and uncertainties which could affect the Group and which have been determined by the Board, based on the robust risk evaluation process described above, to have the potential to have the greatest impact on the Group's future viability. During this review we also considered the emerging risks facing the Group, the main one being the COVID-19 pandemic, and any impact on our assessment of principal risks. For each risk there is a description of the possible impact of the risk to the Group, should it occur, together with strategic consequences and the mitigation and control processes in place to manage the risk. This list is likely to change over time as different risks take on larger or smaller significance.

UK relationship with the European Union

Following the referendum outcome in June 2016, the UK left the EU on 31 January 2020. Since that date, the UK Government and European Commission have been negotiating the framework for the future relationship and any new agreement would operate from 1 January 2021. At the time of writing it is unclear what trading relationship the UK will have with the EU from 1 January 2021.

Our UK businesses, as well as those based in Continental Europe, are substantially "domestic" suppliers of goods to their own markets with relatively limited cross-border sales activity. We have reviewed the tariffs that would apply to any cross-border sales of our products between the UK and EU in the event of no trading relationship being agreed and these would be at an estimated tariff level of up to 3%. We do not believe the commerciality of these transactions would be materially impacted.

On the supply chain side, our primary non-UK supply comes from China, and so (aside from any heightened foreign exchange rate volatility) is not materially impacted. Border delays are recognised as a potential source of disruption, and as such we will continue to monitor the risk and remain agile to adjusting inventory levels and orders with our key suppliers in the run up to 31 December 2020.

We have undertaken an analysis of the risks and operational challenges to our business resulting from no trading relationship being agreed and consideration of these risks has been incorporated into the Group's principal risks as appropriate.

With a strong direct presence in the EU, the Board believes that Volution is well placed to respond to changes to future trading arrangements between the EU and the UK. Whilst it is clear that the uncertainty of a trade deal being agreed could have an impact on confidence and activity levels in the UK, our UK-based revenues account for less than 50% of the Group's overall revenues. In the longer term, as an international business with good logistics capabilities and an expanding geographic presence, we consider we have greater flexibility to withstand any UK-specific challenges.

We recognise that significant uncertainty will remain until a trade deal may be agreed and as such our understanding of potential risks and impacts is being regularly reviewed and assessed.

COVID-19 risk

At the beginning of the COVID-19 outbreak in January 2020, our initial focus, working with our Chinese supply partners, was to ensure continuation of supply of critical materials and components to our various businesses in the UK, Continental Europe and Australasia. Whilst a number of our suppliers did have to stop operating for a period of time, the agility of our supply chain teams both in China and in our operating businesses, coupled with sensible inventory holdings in our businesses, enabled us to continue uninterrupted supply to our customers.

As the scale of the pandemic escalated through March and all of our businesses began to be impacted, our local management teams, supported by Group guidance and with regular sharing of information and learnings across the Group, moved quickly and with agility to ensure a safe working environment for all of our employees. Those employees able to work remotely were supported and helped to do so, whilst our production facilities were reviewed to ensure appropriate social distancing with enhanced cleaning, hygiene and protection measures such as temperature checking being adopted to ensure the safety of our employees. At the date of this report all of our facilities are operational.

We entered the COVID-19 crisis with a robust balance sheet and significant financial headroom within our banking facilities. Our teams acted decisively across the Group to reduce costs and to protect liquidity. The finance teams have also been performing additional cash forecasting and stress testing to ensure Volution has sufficient liquidity, not just to survive the current COVID-19 crisis but also to ensure the Group emerges in a strong position, able to invest for growth going forward, whether organically or through acquisition. Further detail on our financial response and liquidity actions and position can be found in the Financial Review on page 40.

People and talent is a key risk and rightly so, because it is only with our talented employees that we are able to navigate our way through these unprecedented times. Volution's culture and values, notably commitment, professionalism and customer service, have also been critical to the resilient manner in which our teams have approached the challenges of COVID-19.

With the pandemic still very much prevalent, and ever changing government instructions and guidance, it is clear that COVID-19 will continue to affect our markets, customers, suppliers and employees. We have evaluated how COVID-19 has impacted and continues to impact our assessment of principal risks on pages 50 to 53.

Risks associated with the UK leaving the EU and negotiating a trade agreement to operate from 1 January 2021

 
 Potential Risk        Likelihood   Potential   Mitigation 
                                     impact 
 Increases in          Likely       Low         The Group has considered the potential 
  tariffs and                                    cost impact of World Trade Organisation 
  duty on goods                                  tariffs coming into force for exports 
  and raw materials                              from the UK and imports into the UK, and 
  imported into                                  the resultant cost of these potential 
  the UK from                                    tariffs is not expected to be material 
  the EU and                                     to the Group as a whole. 
  exported to 
  the EU 
                      -----------  ----------  ------------------------------------------------- 
 Regulatory            Likely       Low         In the short to medium term we do not 
  risks relating                                 expect UK or EU approvals for our products 
  to potential                                   to markedly change. Both CE and the proposed 
  changes to                                     UKCA marking schemes will be aligned and 
  UK and EU-based                                based on the same international standards. 
  law and regulation 
  including product 
  approvals 
                      -----------  ----------  ------------------------------------------------- 
 Exchange rate         Likely       Low         To hedge against transactional foreign 
  volatility                                     exchange risk we use forward foreign exchange 
  and reduction                                  contracts to cover around 80-90% of our 
  in the value                                   expected US Dollar purchases for a period 
  of Sterling                                    of 12-18 months from inception. Our global 
  along with                                     trading mix and product sourcing arrangements 
  the associated                                 mean that historically we have had a natural 
  increase in                                    gross margin hedge against a depreciation 
  the costs of                                   in Sterling versus the Euro at a Group 
  goods from                                     level. 
  overseas 
                                                 The Group's approach to transaction risk 
                                                 management is to enter into forward exchange 
                                                 contracts for the purchase of the budgeted 
                                                 monthly net expenditure in US Dollars 
                                                 for a rolling period. The Group's treasury 
                                                 function hedges this exposure by using 
                                                 forward foreign exchange contracts put 
                                                 in place to cover around 80-90% of these 
                                                 transactions for 12-18 months from inception. 
                      -----------  ----------  ------------------------------------------------- 
 Queues and            Likely       Medium      We will continue to monitor this risk 
  delays at UK                                   in the run up to 31 December 2020 and 
  and EU ports                                   if deemed sensible will assess whether 
  as a result                                    to increase supplies from our UK businesses 
  of increased                                   to some of our European businesses prior 
  customs checks                                 to this date. 
                      -----------  ----------  ------------------------------------------------- 
 Labour force          Unlikely     Low         We note the increased pressure on the 
  impacts,                                       availability of lower skilled labour in 
  particularly                                   recent years, and the reduction in migration 
  the mobility                                   from EU countries since the Brexit referendum. 
  of                                             As noted on page 52 however, we believe 
  the workforce                                  that some of these workforce availability 
  and                                            pressures will be reduced at least in 
  availability                                   the near term, due to COVID-19 and unemployment 
  of talent                                      levels in the UK. We are not critically 
                                                 reliant on our workforce having to travel 
                                                 extensively between the EU and the UK, 
                                                 or the need to source EU workers on UK 
                                                 contracts. 
                      -----------  ----------  ------------------------------------------------- 
 

Principal Risks

 
 Risk            Impact           Strategic         Likelihood   Potential   Risk          Impact of       Mitigation 
                                   consequence                    impact      Direction     COVID-19 
 Economic        Demand for       Our ability       Possible     High        Pre-Covid:    COVID-19        Geographic 
 risk            our products      to achieve                                 Increasing   has impacted    spread from 
                 serving           our ambition                                            and will        our 
 A decline       the               for continuing                             Post         continue        international 
 in general      residential       organic                                    Covid:       to impact       acquisition 
 economic        and commercial    growth                                     Increasing   economic        strategy helps 
 activity        construction      would be                                                outlook and     to mitigate 
 and/or a        markets           adversely                                               confidence      the impact 
 specific        would decline.    affected                                                in a number     of local 
 decline         This would                                                                of regions      fluctuations 
 in activity     result in                                                                 in which        in economic 
 in the          a reduction                                                               we operate.     activity. 
 construction    in revenue                                                                That said       New product 
 industry,       and                                                                       we believe      development, 
 including,      profitability                                                             that            the breadth 
 but not                                                                                   government      of our product 
 exclusively,                                                                              responses       portfolio 
 an economic                                                                               and any         and the strength 
 decline                                                                                   stimulus        and 
 caused by                                                                                 packages        specialisation 
 the COVID-19                                                                              deployed        of our sales 
 pandemic                                                                                  are likely      forces should 
 and the                                                                                   to be           allow us to 
 new                                                                                       supportive      outperform 
 relationship                                                                              and help        against a 
 between                                                                                   underpin        general decline. 
 the UK and                                                                                construction    We have a 
 the EU from                                                                               demand, and     strong presence 
 1 January                                                                                 will focus      in the RMI 
 2021.                                                                                     on energy       market, which 
                                                                                           efficient       is more 
                                                                                           and             resilient 
                                                                                           sustainable     to the effects 
                                                                                           technologies    of general 
                                                                                           including       economic decline 
                                                                                           ventilation     affecting 
                                                                                           systems         the construction 
                                                                                                           industry. 
                                                                                                           This remains 
                                                                                                           true even 
                                                                                                           under current 
                                                                                                           circumstances. 
                                                                                                           Our business 
                                                                                                           is not capital 
                                                                                                           intensive 
                                                                                                           and our 
                                                                                                           operational 
                                                                                                           flexibility 
                                                                                                           allows us 
                                                                                                           to react quickly 
                                                                                                           to the impact 
                                                                                                           of a decline 
                                                                                                           in volume. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Acquisitions    Revenue          Our strategic     Possible     Medium      Pre-Covid:    COVID-19        The ventilation 
                 and               ambition                                   Stable       may affect      industry in 
 We may fail     profitability     to grow                                                 the cost        Europe remains 
 to identify     would not         by acquisition                             Post-        or timing       fragmented 
 suitable        grow in           may be                                     Covid:       of any          with many 
 acquisition     line with         compromised.                               Stable       potential       opportunities 
 targets         management's                                                              acquisitions    to court 
 at an           ambitions                                                                 but could       acquisition 
 acceptable      and investor                                                              also be an      targets. 
 price or        expectations.                                                             opportunity     Senior 
 we may fail     Failure                                                                   for the Group   management 
 to complete     to properly                                                               with            has a clear 
 or properly     integrate                                                                 potential       understanding 
 integrate       a business                                                                acquisitions    of potential 
 the             may distract                                                              coming to       targets in 
 acquisition.    senior                                                                    the market.     the industry 
                 management                                                                Our strong      and a track 
                 from other                                                                cash position   record of 
                 priorities                                                                means we        twelve 
                 and adversely                                                             are well        acquisitions 
                 affect revenue                                                            positioned      since IPO 
                 and                                                                       to benefit      in June 2014. 
                 profitability.                                                            if any          Management 
                 Financial                                                                 attractive      is experienced 
                 performance                                                               opportunities   in integrating 
                 could be                                                                  arise.          new businesses 
                 impacted                                                                                  into the Group. 
                 by failure                                                                                Our policy 
                 to integrate                                                                              of rigorous 
                 acquisitions                                                                              due diligence 
                 and to secure                                                                             prior to 
                 possible                                                                                  acquisition 
                 synergies.                                                                                and a structured 
                                                                                                           integration 
                                                                                                           process 
                                                                                                           post-acquisition 
                                                                                                           has been 
                                                                                                           maintained. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Foreign         The              Our ambition      Possible     Medium      Pre-Covid:    COVID-19        Significant 
 exchange        commerciality    to grow                                    Increasing    has impacted    transactional 
 risk            of               internationally                                          the customer    risks are 
                 transactions     through                                    Post-Covid:   demand and      hedged by 
 The exchange    denominated      acquisition                                Increasing    supply chain    using forward 
 rates between   in currencies    exposes                                                  patterns,       currency 
 currencies      other than       us to                                                    which could     contracts 
 that we         the functional   increasing                                               lead to         to fix exchange 
 use may         currency         levels                                                   unpredictable   rates for 
 move            of our           of                                                       hedging of      the ensuing 
 adversely.      businesses       translational                                            currencies.     financial 
                 and/or the       foreign                                                  We believe      year. 
                 perceived        exchange                                                 that the        Revaluation 
                 performance      risk.                                                    increased       of foreign 
                 of foreign                                                                economic        currency 
                 subsidiaries                                                              uncertainty     denominated 
                 in our                                                                    in the          assets and 
                 Sterling                                                                  context         liabilities 
                 denominated                                                               of COVID-19     is partially 
                 consolidated                                                              (and Brexit)    hedged by 
                 financial                                                                 makes it        corresponding 
                 statements                                                                likely that     foreign currency 
                 may be                                                                    in the          bank debt. 
                 adversely                                                                 near-term 
                 affected                                                                  exchange 
                 by changes                                                                rates may 
                 in exchange                                                               continue 
                 rates.                                                                    to see 
                                                                                           heightened 
                                                                                           levels of 
                                                                                           volatility. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 IT Systems      Failure          We could          Possible     Medium      Pre-Covid:    We believe      Disaster 
 including       of our IT        temporarily                                Increasing    there is        recovery 
 cyber breach    and              lose sales                                               increased       and data backup 
                 communication    and market                                 Post-Covid:   risk due        processes 
 We may be       systems          share and                                  Increasing    to COVID-19     are in place, 
 adversely       could affect     could                                                    as there        operated 
 affected        any or all       potentially                                              is the          diligently 
 by a            of our           damage                                                   potential       and tested 
 breakdown       business         our reputation                                           for:            regularly. 
 in our IT       processes        for customer                                             -- new risks    A significant 
 systems         and have         service.                                                 linked to       Enterprise 
 or a failure    significant                                                               employees       Resource 
 to properly     impact on                                                                 working from    Planning 
 implement       our ability                                                               home; and       system has 
 any new         to trade,                                                                 -- an           been implemented 
 systems.        collect                                                                   increase        for several 
                 cash and                                                                  in targeted     key sites. 
                 make payments.                                                            phishing        A disaster 
                                                                                           campaigns       failover site 
                                                                                           and fraud       has been 
                                                                                           attempts.       implemented. 
                                                                                                           We have a 
                                                                                                           three-layered 
                                                                                                           system of 
                                                                                                           network security 
                                                                                                           protection 
                                                                                                           against 
                                                                                                           cyberattack 
                                                                                                           or breaches 
                                                                                                           of security. 
                                                                                                           This 
                                                                                                           infrastructure 
                                                                                                           is maintained 
                                                                                                           to withstand 
                                                                                                           increasingly 
                                                                                                           sophisticated 
                                                                                                           worldwide 
                                                                                                           cyber threats. 
                                                                                                           We also 
                                                                                                           undertake 
                                                                                                           regular cyber 
                                                                                                           security testing 
                                                                                                           and training 
                                                                                                           of our 
                                                                                                           employees. 
                                                                                                           We have 
                                                                                                           commenced 
                                                                                                           a process 
                                                                                                           of internal 
                                                                                                           and external 
                                                                                                           penetration 
                                                                                                           testing with 
                                                                                                           quarterly 
                                                                                                           monitoring 
                                                                                                           checks. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Customers       Any              Our organic       Possible     Low         Pre-Covid:    COVID-19        Our geographic 
                 deterioration    growth                                     Stable        has increased   diversity 
 A number        in our           ambitions                                                the risk        reduces the 
 of our          relationship     and Operational                            Post-Covid:   that            risk associated 
 business        with a key       Excellence                                 Increasing    customers       with key 
 derive          customer         may be                                                   could fall      customers, 
 meaningful      could have       adversely                                                into            most of whom 
 amounts         an adverse       affected.                                                financial       only operate 
 of their        effect on                                                                 difficulties    in single 
 revenue         our revenue                                                               or change       countries. 
 from key        from that                                                                 the way they    We have strong 
 customers.      customer.                                                                 do business,    brands, 
 Failure                                                                                   moving to       recognised 
 to maintain                                                                               more online     and valued 
 relationships                                                                             trading and     by our end 
 with these                                                                                reduction       users, and 
 key                                                                                       in stock        this gives 
 customers,                                                                                levels.         us continued 
 or with                                                                                                   traction through 
 heating                                                                                                   our distribution 
 and                                                                                                       channels and 
 ventilation                                                                                               with consultants 
 consultants,                                                                                              and specifiers. 
 could result                                                                                              We have a 
 in revenue                                                                                                very wide 
 loss.                                                                                                     range of 
                                                                                                           ventilation 
                                                                                                           and ancillary 
                                                                                                           products that 
                                                                                                           enhance our 
                                                                                                           brand 
                                                                                                           proposition 
                                                                                                           and make us 
                                                                                                           a convenient 
                                                                                                           "one-stop-shop" 
                                                                                                           supplier. 
                                                                                                           We continue 
                                                                                                           to develop 
                                                                                                           new and existing 
                                                                                                           products to 
                                                                                                           support our 
                                                                                                           product 
                                                                                                           portfolio 
                                                                                                           and brand 
                                                                                                           reputation. 
                                                                                                           We focus on 
                                                                                                           providing 
                                                                                                           excellent 
                                                                                                           customer 
                                                                                                           service. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Regulatory      The shift        Our organic       Possible     Medium      Pre-Covid:    COVID-19        We participate 
 environment     towards          growth                                     Stable        has further     in trade bodies 
                 higher           ambitions                                                heightened      that help 
 Laws or         value-added      may be                                     Post-Covid:   consumers'      to influence 
 regulation      and more         adversely                                  Decreasing    and             the regulatory 
 relating        energy           affected.                                                regulators      environment 
 to              efficient        We may                                                   /governments'   in which we 
 the carbon      products         need to                                                  awareness       operate and 
 efficiency      may not          review                                                   of air          as a consequence 
 of buildings,   develop          our acquisition                                          quality         we are also 
 the             as anticipated   criteria                                                 and the role    well placed 
 efficiency      resulting        to reflect                                               ventilation     to understand 
 of electrical   in lower         the dynamics                                             can play.       future trends 
 products        sales and        of a new                                                 We therefore    in our industry. 
 and             profit growth.   regulatory                                               believe that    With the 
 compliance      If our           environment.                                             in addition     proposed 
 may change.     products         We may                                                   to the          UK Future 
                 are not          have to                                                  already         Homes Standard 
                 compliant        redirect                                                 supportive      and 
                 and we fail      our new                                                  regulatory      the European 
                 to develop       product                                                  backdrop        Green Deal 
                 new products     development                                              and drivers     along with 
                 in a timely      activity.                                                around carbon   the Healthy 
                 manner we                                                                 and energy      Homes Standards 
                 may lose                                                                  efficiency,     in New Zealand, 
                 revenue                                                                   COVID-19        favourable 
                 and market                                                                is likely       regulatory 
                 share to                                                                  to place        tailwinds 
                 our                                                                       additional      have continued 
                 competitors.                                                              emphasis        to develop. 
                                                                                           on              This is 
                                                                                           governments     especially 
                                                                                           developing      true since 
                                                                                           appropriate     the outbreak 
                                                                                           regulations     of COVID-19. 
                                                                                           in support      We are active 
                                                                                           of improving    in new product 
                                                                                           indoor air      development 
                                                                                           quality.        and have the 
                                                                                                           resource to 
                                                                                                           react to and 
                                                                                                           anticipate 
                                                                                                           necessary 
                                                                                                           changes in 
                                                                                                           the 
                                                                                                           specification 
                                                                                                           of our products. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Supply chain    Sales and        Organic           Possible     Medium      Pre-Covid:    At the          We establish 
 and raw         profitability    growth                                     Increasing    beginning       long-term 
 materials       may be reduced   may be                                                   of the          relationships 
                 during the       reduced.                                   Post-Covid:   COVID-19        with key 
 Raw materials   period of        Our product                                Increasing    outbreak,       suppliers 
 or components   constraint.      development                                              our initial     to promote 
 may become      Prices for       efforts                                                  focus,          continuity 
 difficult       input            may be                                                   working         of supply 
 to source       materials        redirected                                               with our        and where 
 because         may increase     to find                                                  Chinese         possible we 
 of material     and our          alternative                                              supply          have alternative 
 scarcity        costs may        materials                                                partners,       sources 
 or disruption   increase.        and components.                                          was to ensure   identified. 
 of supply,                       Operational                                              continuation    We will continue 
 including                        Excellence                                               of supply       to monitor 
 as a                             may be                                                   of critical     stock levels 
 consequence                      adversely                                                materials       and order 
 of the                           affected.                                                and             patterns in 
 COVID-19                                                                                  components      the run up 
 pandemic                                                                                  to our          to 1 January 
 and the                                                                                   various         2021 and where 
 new                                                                                       businesses      deemed necessary 
 relationship                                                                              in the UK,      will adjust 
 between                                                                                   Europe and      inventory 
 the UK and                                                                                Australasia.    levels to 
 the EU from                                                                               Whilst a        help mitigate 
 1 January                                                                                 number of       any disruptions 
 2021.                                                                                     our suppliers   in supply. 
 The increased                                                                             did have 
 friction                                                                                  to stop 
 and potential                                                                             operating 
 for "trade                                                                                for a period 
 war" and                                                                                  of time, 
 disputes                                                                                  the agility 
 primarily                                                                                 of our supply 
 between                                                                                   chain teams 
 the US and                                                                                both in China 
 China could                                                                               and 
 also                                                                                      in our 
 destabilise                                                                               operating 
 supply chain                                                                              businesses, 
 activity.                                                                                 coupled with 
                                                                                           sensible 
                                                                                           inventory 
                                                                                           holdings 
                                                                                           in our 
                                                                                           businesses, 
                                                                                           enabled us 
                                                                                           to continue 
                                                                                           uninterrupted 
                                                                                           supply to 
                                                                                           our 
                                                                                           customers. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 Innovation      Scarce           Our organic       Possible     Low         Pre-Covid:    COVID-19        Our product 
                 development      growth                                     Stable        has not         innovation 
 We may fail     resource         ambitions                                                impacted        is driven 
 to innovate     may be           depend                                     Post-Covid:   our             by a deep 
 commercially    misdirected      in part                                    Stable        innovation      understanding 
 or              and costs        upon our                                                 process.        of the 
 technically     incurred         ability                                                                  ventilation 
 viable          unnecessarily.   to innovate                                                              market and 
 products        Failure          new and                                                                  its economic 
 to maintain     to innovate      improved                                                                 and regulatory 
 and develop     may result       products                                                                 drivers. The 
 our product     in an ageing     to meet                                                                  Group starts 
 leadership      product          and create                                                               with a clear 
 position.       portfolio        market                                                                   marketing 
                 which falls      needs.                                                                   brief before 
                 behind that      In the                                                                   embarking 
                 of our           medium                                                                   on product 
                 competition.     term, failure                                                            development. 
                                  to innovate 
                                  may result 
                                  in a decline 
                                  in sales 
                                  and 
                                  profitability. 
                                  Operational 
                                  Excellence 
                                  may be 
                                  adversely 
                                  affected. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 People          Skilled          Our               Unlikely     Low         Pre-Covid:    There have      Regular employee 
                 and              competitiveness                            Stable        been no         appraisals 
 Our             experienced      and growth                                               significant     allow two-way 
 continuing      employees        potential,                                 Post-Covid:   changes to      feedback on 
 success         may decide       both organic                               Decreasing    the supply      performance 
 depends         to leave         and inorganic,                                           and retention   and ambition. 
 on retaining    the Group,       could be                                                 of quality      A Management 
 key personnel   potentially      adversely                                                employees       Development 
 and             moving to        affected.                                                across the      Programme 
 attracting      a competitor.    Operational                                              wider           was initiated 
 skilled         Any aspect       Excellence                                               workforce       in 2013 to 
 individuals.    of the           may be                                                   since the       provide key 
                 business         adversely                                                COVID-19        employees 
                 could be         affected.                                                outbreak.       with the skills 
                 impacted                                                                  We believe      needed to 
                 with resultant                                                            that            grow within 
                 reduction                                                                 retention       the business 
                 in prospects,                                                             is likely       and to enhance 
                 sales and                                                                 to be a lower   their 
                 profitability.                                                            risk in the     contribution 
                                                                                           near term       to the business. 
                                                                                           as staff 
                                                                                           will be less 
                                                                                           likely to 
                                                                                           take the 
                                                                                           risk of 
                                                                                           changing 
                                                                                           employment 
                                                                                           in these 
                                                                                           uncertain 
                                                                                           times. 
                ---------------  ----------------  -----------  ----------  ------------  --------------  ----------------- 
 

Appendix C: Related Party Transactions

The following description of related party transactions involving the Company and its subsidiaries during the financial year ended 31 July 2020 is extracted from page 151 of the Annual Report and Accounts 2020 and is repeated in this announcement solely for the purpose of complying with DTR 6.3.5:

Transactions between Volution Group plc and its subsidiaries, and transactions between subsidiaries, are eliminated on consolidation and are not disclosed in this note. A breakdown of transactions between the Group and its related parties is disclosed below.

No related party loan note balances exist at 31 July 2020 or 31 July 2019.

There were no material transactions or balances between the Company and its key management personnel or members of their close family. At the end of the period, key management personnel did not owe the Company any amounts.

The Companies Act 2006 and the Directors' Remuneration Report Regulations 2013 require certain disclosures of Directors' remuneration. The details of the Directors' total remuneration are provided in the Directors' Remuneration Report (see pages 81 to 100).

Compensation of key management personnel

 
                                               2020     2019 
                                             GBP000   GBP000 
                                            -------  ------- 
 Short-term employee benefits                 2,749    2,816 
                                            -------  ------- 
 Share-based payment change (see note 34)        58      834 
                                            -------  ------- 
 Total                                        2,807    3,650 
                                            -------  ------- 
 

Key management personnel is defined as the CEO, the CFO and the eleven (2019: ten) individuals who report directly to the CEO.

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