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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Intertek Group Plc | LSE:ITRK | London | Ordinary Share | GB0031638363 | ORD 1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| -20.00 | -0.39% | 5,055.00 | 5,070.00 | 5,080.00 | 5,100.00 | 5,050.00 | 5,100.00 | 205,916 | 16:35:13 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Testing Laboratories | 3.33B | 297.4M | 1.8438 | 27.52 | 8.19B |
From May 2021 to May 2024
TIDMITRK
RNS Number : 2036F
Intertek Group PLC
18 March 2022
INTERTEK GROUP PLC
(the 'Company')
18 March 2022
ANNUAL REPORT AND ACCOUNTS 2021 AND NOTICE OF 2022 ANNUAL GENERAL MEETING
In accordance with Listing Rule 9.6.1R and Disclosure Guidance and Transparency Rule ('DTR') 4.1.3R, the Company announces that the following documents have been posted to shareholders and submitted to the UK Listing Authority via the National Storage Mechanism:
-- Intertek Group plc 2021 Annual Report and Accounts; -- Notice of 2022 Annual General Meeting; and -- Proxy Form for the 2022 Annual General Meeting.
The above mentioned documents (except for the Proxy Form) are available on our website at www.intertek.com and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism . The 2022 Annual General Meeting is due to be held on Wednesday, 25 May 2022 at 9.00 a.m. in the Marlborough Theatre, No. 11 Cavendish Square, London W1G 0AN.
In compliance with DTR 6.3.5R, the information contained in the Appendix below is extracted from the 2021 Annual Report and Accounts and should be read in conjunction with the Company's 2021 Full Year Results Announcement for the year ended 31 December 2021 issued on 1 March 2022. Both documents are available at www.intertek.com and together constitute the material required by DTR 6.3.5R to be communicated to the media in unedited full text through a Regulatory Information Service. This material is not a substitute for reading the 2021 Annual Report and Accounts in full. Page numbers and cross references in the extracted information refer to page numbers and cross references in the 2021 Annual Report and Accounts.
Appendix
1. PRINCIPAL RISKS AND UNCERTAINTIES
This section sets out a description of the principal risks and uncertainties that could have a material adverse effect on the Group's strategy, performance, results, financial condition and reputation.
Risk framework
The Board has overall responsibility for the establishment and oversight of the Group's risk management framework. This work is complemented by the Group Risk Committee, whose purpose is to manage, assess and promote the continuous improvement of the Group's risk management, controls and assurance systems.
This risk governance framework is described in more detail in the Directors' report on pages 98 to 166.
The Group Audit Director and the Group General Counsel, who report to the Chief Financial Officer and Chief Executive Officer respectively, have accountability for reporting the key risks that the Group faces, the controls and assurance processes in place and any mitigating actions or controls. Both roles report to the Audit Committee, attend its meetings and meet with individual members each year as required.
Risks are formally identified and recorded in a risk register which is owned by each of the Group's divisional, regional and functional risk committees. Risk registers are updated throughout the year by these risk committees and are used to plan the Group's internal audit and risk strategy.
In addition to the risk registers, all senior executives and their direct reports are required to complete an annual return to confirm that management controls have been effectively applied during the year. The return covers Sales, Operations, IT, Finance and People.
Principal risks
The Group is affected by a number of risk factors, some of which, including macroeconomic and industry-specific cyclical risks, are largely outside the Group's control. Some risks are particular to Intertek's operations. The principal risks of which the Group is aware are detailed on the following pages, including a commentary on how the Group mitigates these risks. These risks and uncertainties do not appear in any particular order of potential materiality or probability of occurrence.
There may be other risks that are currently unknown or regarded as immaterial which could turn out to be material. Any of these risks could have the potential to impact the performance of the Group, its assets, liquidity, capital resources and its reputation.
Changes to principal risks
Our principal risks continue to evolve in response to our changing risk environment.
This year, based on our current assessment of its materiality, we have included three new principal risks: macro-economic risk, reflecting an increase in global economic and fiscal uncertainty caused by Covid-19; contracting risk, reflecting an increased focus on customer contract terms and supplier resilience; and sustainability risk, which is the risk of extreme weather events having an impact on our and our customers' operations. We have also removed third-party relations as we no longer believe this is a principal risk to the Group.
Hot Features
Premium
Operational
Principal risk Possible impact Mitigation 2021 update
--------------------------------------------------------------- ----------------------------- --------------------
Reputation -- Failure to -- Quality Management This risk remains
Reputation is meet financial Systems; adherence stable compared
key to the performance expectations. to these is regularly with
Group -- Exposure to audited and reviewed 2020. The Group
maintaining and material legal by external parties, continues
growing its claims, associated including accreditation to invest in staff
business. costs and wasted bodies. development,
Reputation risk management time. -- Risk Management quality
can occur in -- Destruction Framework and associated systems and
a number of of shareholder controls and assurance standard
ways: value. processes, including processes to
directly as the -- Loss of existing contractual review prevent
result of the or new business. and liability caps operational
actions of the -- Loss of key where appropriate. failures.
Group or a staff. -- Code of Ethics
Group which is communicated
company itself; to all staff, who
indirectly due undergo regular training.
to the actions -- Zero-tolerance
of an employee approach with regard
or employees; to any inappropriate
or through the behaviour by any individual
actions of employed by the Group,
other or acting on the Group's
parties, such behalf.
as joint -- Whistleblowing
venture programme, monitored
partners, by the Audit Committee,
suppliers, where staff are encouraged
customers or to report, without
other industry risk, any fraudulent
participants. or other activity
likely to adversely
affect the reputation
of the Group.
-- Relationship management
and communication
with external stakeholders.
--------------------------------------------------------------- ----------------------------- --------------------
Customer -- May lead to -- Net Promoter This
service customer dissatisfaction Score risk
A failure to and ('NPS') customer remains
focus on customer loss. satisfaction, stable
customer -- Gradual erosion customer sales compared
needs, to of market share trends with
provide and reputation and turnaround 2020 .
customer if competitors time
innovation are perceived tracking.
or to deliver to have better, -- Global and
our services more responsive Local
in accordance or more consistent Key Account
with our service offerings. Management
customers' ('GKAM'/'LKAM')
expectations initiatives
and our in place.
customer -- Customer
promise. feedback
meetings.
-- Customer
claims/complaints
reporting.
--------------------------------------------------------------- ----------------------------- --------------------
People -- Poor management -- HR strategy policies This risk remains
retention succession. and systems. stable compared
The Group -- Lack of continuity. -- Development and with
operates -- Failure to reward programme to 2020.
in specialised optimise growth. retain and motivate
sectors and -- Impact on quality, employees.
needs to reputation and -- Succession planning
attract customer confidence. to ensure effective
and retain -- Loss of talent continuation of leadership
employees to competitors and expertise.
with relevant and lost market
experience and share.
knowledge in
order to take
advantage of
all growth
opportunities.
--------------------------------------------------------------- ----------------------------- --------------------
Macro-Economic -- Impact on revenue. -- We continue to This is a new risk
Macro-economic -- Falling market focus on developing for 2021.
factors such share. business in new markets
as a -- Shrinking customer and for new customers.
global/market base. -- We continue to
downturn, -- Impact on share focus on innovations
inflation, price. in our service offerings.
supply chain -- We continue to
and logistics monitor trends and
restrictions, customer pipelines.
materials -- We conduct regular
shortages, strategic and business
and contraction line reviews, including
/ changing budget forecasting.
requirements -- We continue to
in certain monitor the impacts
sectors. of external risk factors,
and have access to
data and analysis
from our external
advisers.
--------------------------------------------------------------- ----------------------------- --------------------
Health, safety -- Individual -- Quality management This risk remains
and wellbeing or multiple injuries and associated controls, stable compared
Any health and to employees including safety training, with
safety incident and others. appropriate PPE (Personal 2020.
arising from -- Litigation Protective Equipment),
our activities. or legal/regulatory Health & Safety policies
This could enforcement action (including due diligence
result (including prosecution) on sub-contractors),
in injury to leading to reputational meetings and communication.
Intertek's damage. -- Avoiding fatalities,
employees, -- Loss of accreditation. accidents and hazardous
subcontractors, -- Erosion of situations is paramount.
customers customer confidence. It is expected that
and/or -- Wellbeing - Intertek employees
any other individual or will operate to the
stakeholders multiple instances highest standards
affected. of stress-related of health and safety
Wellbeing issues and/or at all times and there
impacts on our illnesses, are controls in place
people absenteeism, and to reduce incidents.
resulting related impacts -- Business continuity
from the on morale. planning.
Covid-19 -- Employee wellbeing
pandemic and programme.
other similar
events.
--------------------------------------------------------------- ----------------------------- --------------------
Industry and -- Failure to -- GKAM and LKAM initiatives This risk remains
competitive maximise revenue in place. stable compared
landscape opportunities. -- Diversification with
A failure to -- Failure to of customer base. 2020.
identify, take advantage -- Focus on new services The Group continues
manage of new opportunities. and acquisitions. to invest in
and take -- Lack of ability -- Tracking new laws innovation and to
advantage to respond flexibly. and regulations. adapt our service
of emerging and -- Erosion of -- Regular strategic delivery to meet
future risks. market share. and business line our
Examples -- Impact on share reviews. clients changing
include price. -- Development of needs.
the -- Sanctions and ATIC-selling initiatives.
opportunities fines for non-compliance -- NPS customer research
provided by new with new laws, to understand customer
markets and etc. satisfaction.
customers, -- Using innovation
a failure to to respond to the
innovate in Covid-19 pandemic.
terms
of service
offering
and delivery,
the challenge
of radically
new and
different
business
models;
the failure to
foresee the
impact
of, or
adequately
respond to and
comply with,
changing or new
laws and
regulations;
a failure to
anticipate and
address the
operational,
strategic,
regulatory
and
reputational
impact of
climate
change and
environmental
factors; and
a failure to
identify and
take advantage
of the impact
of post-Brexit
changes to our
clients'
operations
and supply
chains.
--------------------------------------------------------------- ----------------------------- --------------------
IT systems and -- Loss of revenue -- Information systems This risk remains
data security due to down time. policy and governance stable compared
Systems -- Potential loss structure. with
integrity: of sensitive data -- Regular system 2020.
major IT with associated maintenance.
systems legal implications, -- Backup systems
integrity including regulatory in place.
issue, sanctions and -- Disaster recovery
or data potential fines. plans that are constantly
security -- Potential costs tested and improved
breach, either of IT systems' to minimise the impact
due to internal replacement and if a failure does
or external repair. occur.
factors -- Loss of customer -- Global Information
such as confidence. Security policies
deliberate -- Damage to reputation. in place (IT, Data
interference -- Loss of revenue/profitability Protection, CyberSecurity).
or power if we fail to -- Adherence to IT
shortages/cuts, adopt an IT investment finance systems controls
etc. strategy which (part of Core Mandatory
Systems supports the Group's Controls ('CMCs')).
functionality: growth, innovation -- Adherence to IT
a failure to and customer offering. general controls.
define the -- Internal and external
right audit testing.
IT strategies, -- Processes to ensure
maintain compliance with GDPR.
existing
IT systems or
implement new
IT systems with
the required
functionality
and which are
fit for
purpose,
in each case
to support the
Group's growth,
innovation and
competitive
customer
offering.
Data security:
a failure to
adequately
protect
the Group's
confidential
information,
customer
confidential
information or
the personal
data of the
Group's
employees,
customers
or other
stakeholders.
--------------------------------------------------------------- ----------------------------- --------------------
COVID-19 -- We are closely We believe this
The risk caused * There is a health and safety risk to our people who monitoring our people's risk
by the ongoing come into contact with confirmed cases. health, safety and remains similar to
coronavirus security and relevant the prior year.
pandemic. The regulatory requirements. Although
virus is a -- In affected -- We have implemented, global vaccination
potential areas, there is and continually revise, programmes and
risk to: (1) a risk that the the Group's Covid-19 other
the health and ability of our Health and Safety factors (such as
safety of our people to work Policy, which covers rapid
people; (2) the as normal is impacted extensive hygiene mass testing and
ability of our by mandatory health control and prevention improved
and our and safety restrictions, measures for our office treatments and
customers' including quarantine and field-based people. therapies)
businesses and travel restrictions -- We have made changes have reduced this
to operate in certain cases. to operational procedures risk during 2021,
normally; -- There is a to redirect work to there remains
and (3) global risk that the Intertek facilities significant
supply ability of our in unaffected locations. uncertainty over
chains and the people to perform -- We are engaging new
flow of goods field-based work closely with our customers variants and the
and services. (audits and inspections) to support their needs. potential
continues to be -- We have working for ongoing
affected by control groups at the Group, government
and prevention regional and local restrictions.
measures that levels to monitor
we and our clients the situation and We continue to work
are taking, or put appropriate mitigation closely with our
are subject to. action and continuity clients
-- In affected plans in place. to prioritise the
areas, there is -- We have implemented health and safety
risk of disruption a remote inspection of our and their
to our normal approach to ensure people
operations both compliance with the and to maximise
as a consequence Covid-19 Health and business
of the issues Safety Policy across continuity.
faced by our people all of our sites.
and of the impact
to our clients'
operations and
production levels.
--There is a risk
that an ongoing
situation could
continue to disrupt
global supply
chains, which
could lead to
a need to refocus
our service offering
or delivery locations
to align optimally
with customer
requirements and
to remain competitive.
-- There is a
risk that our
2022 performance
will be affected
by the disruption
to the supply
chains of our
clients and any
impact it may
have on global
trade activities.
--------------------------------------------------------------- ----------------------------- --------------------
Contracting -- Any deviations This is a new risk
Agreeing * Margin decretive work. from our standard for 2021.
unfavourable contract terms are
terms with subject to legal review
customers -- Onerous liabilities and approval, and
and/or and exposures. all contracts must
suppliers * Non-optimised pricing. be approved in line
as a result of with our Authorities
not following Grid (which sets out
agreed contract -- Financial exposures approval limits based
review due to claims on contract values
processes, and litigation. and other relevant
and/or failing factors).
to negotiate -- We continue to
appropriate operate our claims
terms. notification procedure,
including claims management
and insurer liaison
where needed.
-- Both our contracting
and claims processes
are supported by training
programmes for relevant
staff, and the use
of relevant systems
and databases.
--------------------------------------------------------------- ----------------------------- --------------------
Legal and Regulatory
Regulatory and -- Loss of revenue, -- Monitoring of regulatory This risk remains
political profitability environment and political stable compared
landscape and/or market developments. with
A failure to share. -- Analysis of impact 2020.
identify and -- Increase to of regulatory and
respond costs of operations, political changes
appropriately reduction in profitability. on operational SOPs
to a change in -- Reduction in and Group policies.
law and/or the attractiveness -- Membership of relevant
regulation, of investment associations, e.g.
or to a in specific TIC Council with related
political business, sectors advocacy and liaison
decision, event or markets and/or activities including
or condition adverse change in relation to developing
which could in the competitive climate-related or
impact landscape. environmental regulations.
demand for the
Group's
services
or the Group's
ability to
grow,
innovate and/or
provide a
competitive
customer
offering
in any existing
or new industry
sector or
market.
--------------------------------------------------------------- ----------------------------- --------------------
Business ethics -- Litigation, -- Annual Code of This risk remains
Non-compliance including significant Ethics training and stable compared
with Intertek's fines and debarment sign-off requirement. with
Code of Ethics from certain territories/activities. -- Whistleblowing 2020.
('the Code') -- Reputational programme, monitored Ongoing annual
and/or related damage. by the Group Risk confirmations
laws such as -- Loss of accreditation. Committee, where staff ensure that staff
anti-bribery, -- Erosion of are encouraged to verify compliance
anti-money customer confidence. report, without risk, with the Code.
laundering, -- Impact on share any fraudulent or Local compliance
and fair price. other activity likely officers
competition to adversely affect perform due
legislation. the reputation of diligence
Non-compliance the Group. on sub-contractors
could be either -- Enhanced processes to check that they
accidental or for engagement with have signed the
deliberate, and suppliers and third Group's
committed parties. Code.
either -- Zero-tolerance During 2021, 112
by our people approach with regard (2020:
or to any inappropriate 99) non-compliance
sub-contractors behaviour by any individual issues were
who must also employed by the Group, reported
abide by the or acting on the Group's through the
Code. behalf. whistleblowing
-- The Group employs hotline and other
local people in each routes. All were
country who are aware investigated,
of local legal and with 19 (2020: 27)
regulatory requirements. substantiated and
There are also extensive corrective action
internal compliance taken.
and audit systems
to facilitate compliance.
Expert advice is taken
in areas where regulations
are uncertain.
-- The Group continues
to dedicate resources
to ensure compliance
with the UK Bribery
Act and all other
anti-bribery legislation,
and internal policy.
--------------------------------------------------------------- ----------------------------- --------------------
Sustainability -- Impact on business -- All our locations This is a new risk
The risk of continuity due are required to maintain for 2021.
extreme to facilities robust business continuity
weather events being damaged plans.
leading to or inaccessible. -- Net Promoter Score
business -- Impact on health, ('NPS') customer
interruption. safety and wellbeing satisfaction,
of our people. customer sales trends
-- Delays in turnaround and turnaround time
time. tracking.
-- Customer relationship -- We maintain up-to-date
impacts. asset registers and
-- Increased costs. values alongside our
-- Logistical Group Insurance programme.
challenges due -- We have an established
to redirection crisis management
of work. procedure.
-- Impact on revenue
and margin.
--------------------------------------------------------------- ----------------------------- --------------------
Financial
Financial risk -- Financial losses -- The Group has financial, This risk remains
Risk of theft, with a direct management and systems stable compared
fraud or impact on the controls in place with
financial bottom line. to ensure 2020.
misstatement -- Large-scale that the Group's assets We continue to
by employees. losses can affect are protected from review
On acquisitions financial results. major financial risks. and update the CMCs
or investments, -- Potential legal -- Adherence to Authorities on an annual basis
the financial proceedings leading Grid (which sets approval and use them for
risk or to costs and/or limits for financial year-end
exposure management time. transactions). compliance
arising from -- Corresponding -- Stringent controls certification.
due diligence, loss of value on working capital
integration or and reputation and cash collection.
performance could result in -- Legal, financial
delivery funding being and other due diligence
failures. withdrawn or provided on M&A and other
at higher interest investments.
rates. -- Monitoring adherence
-- Possible adverse to our CMCs and tracking
publicity. of remediations by
our compliance and
finance controls teams
and using our framework
of risk committees.
-- A detailed system
of financial reporting
is in place to ensure
that monthly financial
results are thoroughly
reviewed. The Group
also operates a rigorous
programme of internal
audits and management
reviews.
Independent external
auditors review the
Group's half year
results and audit
the Group's annual
financial statements.
--------------------------------------------------------------- ----------------------------- --------------------
2. Related Parties
Identity of related parties
The Group has a related party relationship with its key management. Transactions between the Company
and its subsidiaries and between subsidiaries have been eliminated on consolidation and are not discussed
in this note.
Transactions with key management personnel
Key management personnel compensation, including the Group's Directors, is shown in the table below:
2021 2020
GBPm GBPm
----------------------------- ------ ------
Short-term benefits 9.7 11.6
Post-employment benefits 0.8 0.8
Equity-settled transactions 7.7 10.4
----------------------------- ------ ------
Total 18.2 22.8
----------------------------- ------ ------
More detailed information concerning Directors' remuneration, shareholdings, pension entitlements and
other long-term incentive plans is shown in the audited part of the Remuneration report. Apart from the
above, no member of key management had a personal interest in any business transactions of the Group.
3. Statement of Directors' responsibilities
Statement of Directors' responsibilities in respect of the Financial Statements
The Directors are responsible for preparing the Annual Report & Accounts 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 UK-adopted international accounting standards and the 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, 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 profit or loss of the Group 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 UK-adopted international accounting
standards 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 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 also responsible for keeping adequate accounting records that are sufficient to show and explain the Group's 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.
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 & Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's and Company's position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in the Directors' Report confirm that, to the best of their knowledge:
- the Group financial statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Group;
- the Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the
assets, liabilities and financial position of the Company;
and
- the Strategic 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 it faces.
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's and Company's auditors are unaware; and
- 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's and Company's auditors are aware of that information.
The Directors' Report comprising pages 98 to 166 and the Group Strategic report comprising pages 1 to 61 have been approved by the Board and signed on its behalf by the Chief Executive Officer.
The Company's 2021 Annual Report & Accounts will be delivered to the Registrar of Companies in due course and copies of all of these documents may also be obtained from:
Fiona Evans
Group Company Secretary
Intertek Group plc
33 Cavendish Square
London
W1G 0PS
Registered Number: 4267576
Telephone: +44 (0)20 7396 3400
Contacts
For further information, please contact:
Denis Moreau, Investor Relations
Telephone: +44 (0) 20 7396 3415 investor@intertek.com
Ed Bridges, FTI Consulting
Telephone: +44 (0) 20 3727 1000 scintertek@fticonsulting.com
Intertek is a leading Total Quality Assurance provider to industries worldwide.
Our network of more than 1,000 laboratories and offices in more than 100 countries, delivers innovative and bespoke Assurance, Testing, Inspection and Certification solutions for our customers' operations and supply chains.
Intertek Total Quality Assurance expertise, delivered consistently, with precision, pace and passion, enabling our customers to power ahead safely.
intertek.com
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