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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Contourglobal Plc | LSE:GLO | London | Ordinary Share | GB00BF448H58 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 251.00 | 251.00 | 251.50 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMGLO
RNS Number : 2254K
ContourGlobal PLC
09 April 2018
9 April 2018
ContourGlobal plc ("ContourGlobal " or the "Company")
2017 Annual Report & Accounts
ContourGlobal has today published on the Company's website its Annual Report & Accounts for the year ended 31 December 2017 (the "Annual Report"). The Annual Report is available at: http://www.contourglobal.com/reports.
In compliance with Listing Rule 9.6.1, a copy of the Annual Report will also shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
The Annual Report, together with notice of the Group's Annual General Meeting to be held on 25 May 2018, will be sent to shareholders later this month, at which point a further announcement will be made.
A condensed set of the Company's financial statements and information on important events that have occurred during the financial year and their impact on the financial statements were included in ContourGlobal's Preliminary Results Announcement on 5 April 2018. That information together with the information set out below which is extracted from the Annual Report and Financial Statements 2017 (the "Annual Report 2017") constitute the material required by Disclosure Guidance and 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 2017. Page and note references in the text below refer to page numbers in the Annual Report 2017. To view the preliminary announcement, slides of the results presentation, the transcript of the presentation and the call recording, please visit http://www.contourglobal.com/reports.
Investor Presentation for Investor Non-Deal Roadshow
ContourGlobal has today published on the Company's website a presentation in the context of an investor non-deal roadshow starting today Monday 9 April 2018.
The presentation can be downloaded at: http://www.contourglobal.com/reports.
Enquiries
Hot Features
Premium
Investor Relations - ContourGlobal Media - Brunswick
Alice Heathcote Charlie Pretzlik/Simon
+1 646 386 9901 Maine
investor.relations@contourglobal.com +44 (0) 207 404 5959
Contourglobal@brunswickgroup.com
RISKS
From the tone set at the top through to the day-to-day actions across all businesses and corporate functions, we have a strong risk management culture at ContourGlobal.
The Board of Directors has overall responsibility for risk management - setting the Company's risk appetite and ensuring there is an effective risk management strategy and framework. The Audit and Risk Committee assists the Board in overseeing the effectiveness of risk governance, risk management strategy, internal control and relevant systems. This includes reviewing the risk management methodology and effectiveness of internal controls, providing expert advice and oversight. Details of the Audit and Risk Committee's composition, responsibilities and process are in the Governance Report on pages 61 to 64.
The Company's risk management framework consists of a risk register of all key risks, a risk map and risk ID cards detailing all key elements such as qualitative analysis of the main causes and impacts. The register also summarizes the risk management in place, including its strength. The risk register and ID cards are prepared based on direct input from the Group's key senior business leaders. They are approved by the senior management team and presented to the Audit and Risk Committee and the Board.
Focusing on the major risks
Below provides a risk overview focusing on the major risk factors related to implementing the Company's strategy and business model. It is not an exhaustive list of all possible risks. Additional uncertainties exist, some of which may not be known to the Company and may have a negative effect on the Company's financial position and performance.
Reducing uncertainties
The Company's focus on contracted power generation across different technologies reduces uncertainties relating to medium-term operational results. We closely monitor residual risks related to governmental regulations and changes in market conditions through the risk management framework.
Controlling risks
The Company faces a broad range of risks based on operating, maintaining and refurbishing power generation facilities. These include operational, health and safety and environmental risks. In line with our culture of operational excellence and safety, we make sure all the resources are available to control these risks at the right level.
Risk Response
Risk Factor Main impact (management and mitigation)
--------------------------- ------------------------------------------------------------------- ----------------------------------------------------------------
R01 - Strategy - Governmental Regulations
------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk that governmental Deterioration PPAs are with state-owned,
actions or changes in of financial regulated or other
regulations will have performance off-takers, the majority
negative impacts due including loss of which are rated
to our contracted assets' of revenue and by Standard & Poor's,
significant dependence on an increase with a weighted average
regulated tariffs in expenses. credit rating of BBB-
(primarily feed-in-tariffs) (weighted by capacity).
or other long-term fixed Loss of business/growth PRI policies (from
rate arrangements opportunities OPIC and commercial
(primarily PPAs) in * Termination of agreements insurers) in place
partnership with for several projects
governments, in case of events
utilities and corporations. * Inability to obtain, maintain or renew required that can affect our
governmental permits/ licences assets in particular
This includes political the loss of invested
instability in non-OECD capital. In some cases,
countries in Eastern * Inability to receive permit for extension of existing these cover a return
Europe, Latin America capacities on our capital. These
and Sub-Saharan Africa (72% include:
of ContourGlobal's Maritsa (private market),
capacity) together with Vorotan (private market),
changes in laws and KivuWatt (private
regulations in OECD market), Togo (OPIC),
countries e.g. Italy and Nigeria (OPIC), Cap
Slovakia. des Biches (OPIC),
TermoemCali (private
market), Sochagota
(private market),
Inka (private market),
Slovakia (private
market), Brazilian
businesses (private
market).
Close relationships
with energy lawyers
and associations to
anticipate any potential
changes in regulation
and lobby our interests.
Partnerships with
multilateral development
banks for both equity
and debt which makes
governments reticent
to renegotiate.
Investment in local
communities and hiring
locally.
Sovereign credit rating
is A+ post PRI impact
(based on the individual
sovereign ratings
determined by Standard
& Poor).
--------------------------- ------------------------------------------------------------------- ----------------------------------------------------------------
R02 - Operation and execution - Project execution
(CAPEX)
------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk that inefficient Financial impact Minimizing the risk
project management and e.g. of exceeding construction
execution of greenfield * Overrun of project costs (including financing fees) budgets by entering
construction or vs. investment case impacting projected cash flows into fixed price contracts
refurbishment and IRR with engineering,
investment projects will procurement and construction
result in delays or (EPC) contractors
unanticipated cost * Liquidated damages/penalties/ litigations with proven track
overruns. records.
EPC contracts also
* Reduced revenue due to construction delays contain back-to-back
liquidated damages
provisions which protect
* Potential defaults on financing and debt repayment ContourGlobal against
before COD construction delays
and other breaches
by EPC contractors.
Image and reputation Contract monitoring
impact resulting and management with
from a loss legal support.
of credibility External support for
with counterparties, permitting process.
lenders and Project Review Procedure:
other stakeholders. monthly review of
the project organized
by the Project Management
Team (including the
Group COO) and presented
to Project's Steering
Committee.
Controlling methodology:
provides guidance
and best practices
to ensure strict and
real-time project
cost control, enabling
cost overruns to be
identified early and
mitigation actions
put in place.
--------------------------- ------------------------------------------------------------------- ----------------------------------------------------------------
R03 - Operation and execution - Asset integrity
and OPEX
--------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk that Deterioration Business interruption
lack of appropriate of operational insurance.
assets maintenance performance: O&M strategy
in line with * Business interruption and power outages focusing on
O&M plan will HSE, O&M Organization,
prevent the O&M performance
power plants * Performance below expected efficiency and output management,
from delivering levels benchmark and
electricity KPIs.
and ensuring Maintenance
availability * Inability to deliver electricity or ensure strategy (maintenance
at the levels availability defined in long-term PPAs plan for mooring
defined in the system) including
long-term PPAs. on hydro and
This could be civil structures.
inadequate maintenance Reduced profitability O&M IT systems
of power plants and cash flows: (including
or business Increase of remote monitoring
disruption as expenses (OPEX control room).
a result of & CAPEX) Maintenance
damage caused * Unplanned O&M and capital expenditures activities
to the infrastructure with regular
(transmission KPIs for control,
line and substation). * Loss of revenue and PPA penalties and timely
corrective
actions.
* Liquidated damages Daily KPIs
and improvement
meeting between
* Reduction in distribution and inability to service local plant
debt managers and
operators.
Reputational
impact.
--------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------
R04 - Operation and execution - Resources climate
change
--------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk that Deterioration Diversified
climate change of financial portfolio of
(changes in performance assets: Thermal
temperature, including a and Renewable.
wind patterns loss of revenue Extensive weather
and hydrological and/or an increase phenomena study
conditions etc.) in expenses and due diligence
will have an (O&M costs). before the
adverse effect acquisition.
on financial Impact on the Sign off of
and operating operational investment
performance. performance case assumptions
with a strong by a reputable
deviation of advisory firm.
actual renewable
generation vs.
projections
in the investment
case specifically
for wind and
hydro.
--------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------
R05 - Health and Safety (H&S) and environment: prevention
and regulations
--------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk of Human and environmental Health and
failure to prevent impact: Safety Policy
H&S and environment reviewed annually
incidents and/or * LTIs (Lost Time Incidents) and fatalities of and communicated
to comply with ContourGlobal employees and contractors or local Company-wide.
relevant regulations communities around the facilities due to incidents at Health and
due to inherent the power plants safety and
risks related Environmental
to ContourGlobal management
activities (fuel * Environmental accidents on site and in local system is aligned
types, technology communities with H&S 18001
and equipment and ISO 14001
in more than standards,
20 different and also with
countries), Reputational World Bank
which will have impact due to guidelines,
a material adverse poor H&S management. namely IFC
impact on our Performance
operations, Financial and Standards.
financing conditions operational Monitoring
and reputation. impact: of reactive
indicators
These could * increase in liabilities and compliance costs (such as responses
include accidents to accidents)
during transportation and proactive
and handling * business interruption indicators
of electricity, (including
natural gas/biogas, known hazards,
liquid fuels * loss of efficiency/productivity inspection
and hazardous quality and
materials arising number of training
from a lack * breach of loan covenants hours).
of expertize/training Intense regular
and/or involvement, trainings.
inadequate assessment, * Non-compliance with applicable H&S legal requirements Strong environmental
poor equipment, and potential sanctions policies and
insufficient procedures:
supervision * each business's compliance with applicable policies,
of H&S aspects, local laws and permit requirements is managed
for example. directly by each business
These could
result from * oversight and audit through operations, environmental,
poor monitoring health and safety departments
of compliance
to local H&S
and environment
laws and regulations Third-party
as well as their contractors'
changes. environmental
audits.
Arrubal, Togo
and Knockmore
Hill have achieved
ISO 14001 certification.
Adherence to
global environmental
policy, reflecting
commitment
to the United
Nations Global
Compact.
--------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------
R06 - Regulation and compliance - fraud, bribery
and corruption
------------------------------------------------------------------------------------------------------------------------------------------------------------------
The risk that lack of Financial impact: Strong anti-bribery
transparency, threat of * Financial losses as a result of fraudulent activities compliance
fraud, public sector program that
corruption reflects the
and other forms of criminal * Violations of anti-corruption or other laws components
activity involving government of an "effective
officials will result ethics and
in a failure to comply * Criminal and/or civil sanctions against individuals compliance
with anti-corruption and/or the company program" as
legislation, set forth by
including the UK Bribery various international
Act 2010 and other * Loss of trust by key stakeholders conventions
international and enforcement
anti-bribery laws. authorities,
* Debarment by multilateral development banks and which is reviewed
international financial institutions periodically.
Policies and
procedures
include:
Image and reputation * Code of Conduct and Business Ethics
impact:
* Reputational harm
* Anti-Corruption Policy
* Exclusion from government funding programs
* Anti-Corruption Compliance Guide
* Policy for Engaging Supplier and Third-Party Service
Providers
* Gifts & Hospitality Policy
* Compliance Transactional Due Diligence Protocol
* Business Development Consultant Compliance Protocol
Periodic certification
by employees.
Risk-based
due diligence,
including for
third parties
and transactions.
Online portals
* Third Party Service Provider and Supplier Portal
* Gifts & Hospitality Portal
* Document Review and Signature Approval Procedure
(cross-functional)
* Ethics Line
Regular checks
and audits
* Bi-annual combined Compliance and Finance Audits
* Internal spot checks
Periodic, tailored,
risk based
training according
to a yearly
training plan.
----------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------
R07 - Information Technology - Integrity and reliability
of corporate IT systems
------------------------------------------------------------------------------------------------------------------------------------------------------------------
Many of the Company's Organizational Employees On-boarding/Off-boarding
activities are highly and operational portal - to
sensitive to IT systems impact: manage appropriate
in their day-to-day * Disruptions to business operations employee accesses.
operations SAP Governance
(including cloud-based Risk and Compliance
SharePoint applications, * Compromise of data integrity in core systems (GRC) module
accounting and reporting is in place
systems). The risk is to control
that an insufficiently any risks related
robust and stable IT Financial impact: to segregation
operating * Potential for fraudulent activity due to segregation of duties.
environment (including of duties conflicts User provisioning
physical security, logical process for
access management, incident key financial
management, system * Penalties related to non-compliance with data-related accounting
development laws and regulations and reporting
and change control and systems.
monitoring of system Dual data centers
performance) * Loss of revenue due to disruptions to operations and redundancy
will result in business (implemented
disruption and loss of or contracted)
data reliability. on critical
Impact on reputation systems (SAP,
due to breach of BPC, Email,
confidentiality. Sharepoint).
Environment
control processes,
such as change
management,
ongoing monitoring,
incident management.
A host of security
systems and
capabilities
in the corporate
environment,
including malware
and virus protection,
web access
filtering,
firewalled
network perimeter,
updated and
patched Operating
Systems, and
others.
Annual audits
of financial
systems and
IT security.
----------------------------- ----------------------------------------------------------------- ----------------------------------------------------------------
R08 - Information technology - cyber security
-----------------------------------------------------------------------------------------------------------------------------------------------
The risk is Organizational Dedicated security
that and operational function established
insufficient impact: for corporate and
IT security * Impact on corporate or operational systems plant IT, including
measures third party support,
will cyber security policies
expose the * Loss of confidence in system integrity and trainings. In
company, the corporate environment:
which relies * Anti-malware and anti-virus software deployed on
on IT * Ongoing threat to process integrity local computers and monitored centrally
systems
in its
day-to-day * Website filtering system which restricts access to
operations, Deterioration of websites with inappropriate and potentially malicious
to cyber financial performance: content
intrusions. * Loss of revenue due to disruption of operations or
This can compromised business process
have * Firewall controlled access into the corporate network
a negative and regular vulnerability scans of the network
impact * Unpredicted expenses to repair security breaches components
on
information
systems as * Financial losses due to external fraudulent * Email filtering system which reduces the likelihood
well activities of delivery of malicious email
as
electronic
control * Up-to-date Operating System installed on all
systems Deterioration of corporate computers with active support
used at the competitive advantage
generating through loss of
plants, sensitive business * Multiple layers of access control for corporate
and can data. environment and systems with sensitive data
disrupt
business
operations, * Server infrastructure hosted in the ISO-27001
result in compliant data-center environments
loss
of service
to
customers, A dedicated IT plant
and function lead has
expense to been assigned to consolidate
repair IT management approach
security in the plants under
breaches a global framework
or system of IT security policies
damage. and procedures.
------------ -------------------------------------------------------------- -----------------------------------------------------------------
R09 - People and Organization - constrained staffing
model and succession planning
-----------------------------------------------------------------------------------------------------------------------------------------------
The risk Removal or departure Focused action to
that of key individuals attract, retain and
given could result in develop high caliber
constrained operational disruption, employees. Delivering
staffing while competition initiatives which
model for employees could reinforce behaviors
with high lead to higher to generate the best
dependency than expected increases outcomes for customers,
on in the cost of partners and employees.
productivity recruitment, training Managing organizational
and and employee costs. capability and capacity
expertise to meet our customers'
of key needs.
individuals, Effective remuneration
the arrangements to promote
departure effective employee
or removal behaviors. of Read more in the Nomination key staff Committee's Report and on page 60. failure to appoint adequate successors will have an adverse effect on company's ability to deliver on its strategic objectives. This could have a negative impact on all the company's performance indicators. ------------ -------------------------------------------------------------- -----------------------------------------------------------------
RELATED PARTY DISCLOSURE
ContourGLobal L.P. and Reservoir Capital Group
As of December 31, 2017 we have no significant financial relationship with the Group's main shareholder, ContourGlobal L.P., and Reservoir Capital Group which ultimately controls ContourGlobal L.P.
ContourGlobal L.P.
ContourGlobal L.P. had intercompany relations with the Group which are reflected in the consolidated statement of financial position as related parties within "Other current assets". The net position was an asset receivable by the Group which amounted to $19.2 million as of December 31, 2016 and to $21.3 million as of November 8, 2017. At this date, prior to the listing, ContourGlobal Plc distributed a dividend in cash of $21.3 million to ContourGlobal L.P. which was used to repay in full the assets receivable to ContourGlobal L.P. As a result, there are no related party positions remaining as of December 31, 2017 with ContourGlobal L.P.
Key management personnel
Compensation paid to key management (executive committee members) amounted to $8.7 million in December 31, 2017 (December 31, 2016: $9.7 million).
In $ millions Years ended December 31,
--------------------------------------------- ---------------------------
2016 2017
--------------------------------------------- ------------- ------------
Salaries and short-term employee benefits 5.9 4.8
--------------------------------------------- ------------- ------------
Termination benefits - 0.8
--------------------------------------------- ------------- ------------
Post-employment benefits 0.2 0.2
--------------------------------------------- ------------- ------------
Profit-sharing and Bonus schemes 3.6 2.9
--------------------------------------------- ------------- ------------
Total 9.7 8.7
--------------------------------------------- ------------- ------------
STATEMENTS OF DIRECTORS' RESPONSIBILITIES
Responsibility Statement under the Disclosure Guidance and Transparency Rules
Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:
_The Parent Company financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and applicable law), give a true and fair view of the assets, liabilities, financial position and profit of the Company
_The consolidated Group financial statements, which have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group
_The Strategic Report includes a fair review of the development and performance of the business and the position of the Group and Parent Company, together with a description of the principal risks and uncertainties that it faces.
Statement under the UK Corporate Governance Code
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 Parent Company's performance, business model and strategy.
Statement of Directors' Responsibilities in relation to the Annual Report and financial statements
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. 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 IFRSs as adopted by the European Union and Parent Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", 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 Parent Company and of the profit or loss of the Group and Parent 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 102, have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements
_Make judgments and accounting estimates that are reasonable and prudent
_Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group and Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Parent 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 also responsible for safeguarding the assets of the Group and Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the Parent Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Joseph C. Brandt
President, Chief Executive Officer
and Executive Director
ContourGlobal plc
4th April 2018
This information is provided by RNS
The company news service from the London Stock Exchange
END
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April 09, 2018 03:25 ET (07:25 GMT)
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