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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| -24.00 | -0.48% | 4,926.00 | 4,924.00 | 4,928.00 | 5,005.00 | 4,926.00 | 4,954.00 | 85,648 | 13:42:02 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Testing Laboratories | 3.33B | 297.4M | 1.8438 | 26.79 | 7.97B |
From Apr 2019 to Apr 2024
TIDMITRK
RNS Number : 6475T
Intertek Group PLC
22 March 2019
INTERTEK GROUP PLC
(the 'Company')
22 March 2019
ANNUAL REPORT AND ACCOUNTS 2018 AND NOTICE OF 2019 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 2018 Annual Report and Accounts; -- Notice of 2019 Annual General Meeting; and -- Proxy Form for the 2019 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 www.morningstar.co.uk/uk/nsm. The 2019 Annual General Meeting will be held on Thursday 23 May 2019 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 2018 Annual Report and Accounts and should be read in conjunction with the Company's 2018 Full Year Results Announcement for the year ended 31 December 2018 issued on 5 March 2019. 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 2018 Annual Report and Accounts in full. Page numbers and cross references in the extracted information refer to page numbers and cross references in the 2018 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 83 to 88.
The Head of Internal Audit 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 for the significant countries and for each business line and support function. The risk register is updated at least twice each year and is used to plan the Group's internal audit and risk strategy.
In addition to the risk register, 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 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.
Our principal risks continue to evolve in response to our changing risk environment. We have added Brexit as a risk this year because of the continuing political uncertainty. We have considered the risks presented by Brexit based on potential scenarios. As part of our risk planning, we have taken steps to relocate our UK-based Notified Bodies to other EU member states as Brexit will have a direct impact on the ability of UK-based Notified Bodies to issue EC certificates for products being sold in the EU markets. Although we are keeping Brexit developments under review, we do not at this stage perceive any material risk to the Company's viability arising from Brexit.
Two previous risks are no longer identified as principal risks for 2018: litigation risk is no longer seen as a principal risk on a standalone basis as it is a sub-set of the quality and reputation risks; we believe our facilities risk has reduced based on our business continuity planning work.
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Operational
PRINCIPAL CONTEXT POSSIBLE IMPACT MITIGATION 2018 UPDATE
RISK
--------------------- ----------------------------------- -------------------------------- --------------------
Reputation Reputation is -- Failure to -- Quality -- This risk
key to the Group meet financial Management remains stable
maintaining and performance Systems; adherence compared with
growing its expectations. to these is 2017.
business. -- Exposure to regularly -- The Group
Reputation risk material legal audited and reviewed continues to
can occur in claims, associated by external parties, invest in staff
a number of ways: costs and wasted including development,
directly as the management time. accreditation quality systems
result of the -- Destruction bodies. and standard
actions of the of shareholder -- Risk Management processes to
Group or a Group value. Framework and prevent operational
company itself; -- Loss of existing associated failures.
indirectly due or new business. controls and
to the actions -- Loss of key assurance
of an employee staff. processes, including
or employees; contractual review
or through the and liability caps
actions of other where appropriate.
parties, such -- Code of Ethics
as joint venture which is
partners, suppliers, communicated
customers or to all staff, who
other industry undergo regular
participants. training.
-- Zero-tolerance
approach with regard
to any inappropriate
behaviour by any
individual employed
by the Group, or
acting on the
Group's
behalf.
-- Whistle-blowing
programme, monitored
by the Audit
Committee,
where staff are
encouraged to
report,
without risk, any
fraudulent or other
activity likely
to adversely affect
the reputation of
the Group.
-- Relationship
management and
communication
with external
stakeholders.
--------------------- ----------------------------------- -------------------------------- --------------------
Customer A failure to -- May lead to -- Net Promoter -- This
Service focus on customer customer dissatisfaction Score ('NPS') risk
needs, to provide and customer remains
customer innovation customer loss. satisfaction, stable
or to deliver -- Gradual erosion customer compared
our services of market share sales trends and with
in accordance and reputation turnaround time 2017.
with our customers' if competitors tracking.
expectations are perceived -- Global and Local
and our customer to have better, Key Account
promise. more responsive Management
or more consistent ('GKAM'/'LKAM')
service offerings. initiatives in
place.
-- Customer feedback
meetings.
-- Customer
claims/complaints
reporting.
--------------------- ----------------------------------- -------------------------------- --------------------
People The Group operates -- Poor management -- HR strategy policies -- This risk
Retention in specialised succession. and systems. remains stable
sectors and -- Lack of continuity. -- Development and compared with
needs to attract -- Failure to reward programme 2017.
and retain employees optimise growth. to retain and motivate
with relevant -- Impact on employees.
experience and quality, reputation -- Succession planning
knowledge in and customer to ensure effective
order to take confidence. continuation of
advantage of -- Loss of talent leadership and expertise.
all growth to competitors
opportunities. and lost market
share.
--------------------- ----------------------------------- -------------------------------- --------------------
Operational Any health and -- Individual -- Quality management -- This risk
Health, safety incident or multiple injuries and associated controls, remains stable
Safety and arising from to employees including safety compared with
Security our activities. and others. training, appropriate 2017.
This could result -- Litigation PPE (Personal Protective
in injury to or legal/regulatory Equipment), Health
Intertek's enforcement action & Safety policies
employees, (including prosecution) (including due diligence
sub-contractors, leading to reputational on sub-contractors),
customers and/or damage. meetings and communication.
any other -- Loss of accreditation. -- Avoiding fatalities,
stakeholders -- Erosion of accidents and hazardous
affected. customer confidence. situations is paramount.
It is expected that
Intertek employees
will operate to
the highest standards
of health and safety
at all times and
there are controls
in place to reduce
incidents.
--------------------- ----------------------------------- -------------------------------- --------------------
Industry A failure to -- Failure to -- GKAM and LKAM -- This risk
and identify, manage maximise revenue initiatives in place. remains stable
Competitive and take advantage opportunities. -- Diversification compared with
Landscape of emerging and -- Failure to of customer base. 2017.
future risks. take advantage -- Focus on new -- The Group's
Examples include of new opportunities. services and acquisitions. results have
the opportunities -- Lack of ability -- Tracking new been impacted
provided by new to respond flexibly. laws and regulations. by the lower
markets and -- Erosion of -- Regular strategic levels of capital
customers, market share. and business line expenditure
a failure to -- Impact on reviews. in the energy
innovate in terms share price. -- Development of sector,
of service offering -- Failure to ATIC-selling initiatives. driven by lower
and delivery, respond to macroeconomic -- NPS customer oil prices,
the challenge factors. research to understand but more than
of radically -- Sanctions customer satisfaction. offset by the
new and different and fines for diverse nature
business models, non-compliance of the Group
and the failure with new laws, and its ability
to foresee the etc. to grow revenue
impact of, or and manage the
adequately respond cost base.
to and comply
with, changing
or new laws and
regulations.
Macroeconomic
factors such
as a global/market
downturn and
contraction/changing
requirements
in certain sectors.
--------------------- ----------------------------------- -------------------------------- --------------------
UK Flow of goods -- Reduced work -- Monitoring of -- This has
Withdrawal and services: volumes or delays legal/regulatory/political been added as
from the EU increased friction in anticipated developments affecting a new risk as
(Brexit) at customs points customer orders. Group political
could disrupt -- Longer-term companies and our uncertainty
our customers' changes in global ability to operate. remains.
"just in time" supply chains -- Engagement with -- Brexit has
supply chains could lead to customers to monitor a direct impact
in the short-term a need to refocus developments, views on our U.K.
or lead to changes our service offering and feedback. Notified Bodies
in global supply or delivery -- Monitoring of and we have
chains in the locations to media and public taken steps
mid- to longer-term. align optimally statements by to relocate
People: restrictions with customer customers/regulatory these
on the free movement requirements bodies/ businesses to
of people between and to remain other stakeholders. address that
the UK and EU competitive. -- Liaising with risk.
could make it -- A failure UK Government departments -- We continue
more difficult to attract and to gather intelligence to monitor
to attract and retain talent and explore opportunities developments.
retain talent could lead to to support.
in those markets. a failure to -- Brexit planning
Regulatory optimise growth. to mitigate impacts
environment: -- A failure on Notified Bodies,
de-harmonisation to identify, people and customer
relating to product understand and service delivery.
or manufacturing align our service -- Access to market
standards could offering and sector analysis
increase the delivery with from advisers.
regulatory burden additional or -- Prioritised investment
on our customers diverging regulatory in growth/strategic
and have an impact barriers could areas.
their investment lead to a loss
decisions. of revenue/
profitability/market
share.
--------------------- ----------------------------------- -------------------------------- --------------------
IT Systems Systems integrity: -- Loss of revenue -- Information systems -- This risk
and major IT systems due to down time. policy and governance remains stable
Data integrity issue, -- Potential structure. compared with
Security or data security loss of sensitive -- Regular system 2017.
breach, either data with associated maintenance. -- Additional
due to internal legal -- Backup systems work being
or external factors implications, in place. undertaken
such as deliberate including regulatory -- Disaster recovery to ensure continued
interference sanctions and plans that are constantly adherence to
or power potential fines. tested and the EU's General
shortages/cuts -- Potential improved to minimise Data Protection
etc. costs of IT systems the impact if a Regulation since
Systems replacement failure does occur. implementation
functionality: and repair. -- Global Information in May 2018.
a failure to -- Loss of customer Security policies
define the right confidence. in place (IT, Data
IT strategies, -- Damage to Protection, Cyber
maintain existing reputation. Security).
IT systems or -- Loss of revenue/profitability -- Adherence to
implement new if we fail to IT finance systems
IT systems with adopt an IT investment controls (part of
the required strategy which Core Mandatory Controls
functionality supports the ('CMCs')).
and which are Group's growth, -- Adherence to
fit for purpose, innovation and IT general controls.
in each case customer offering. -- Internal and
to support the external audit testing.
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.
--------------------- ----------------------------------- -------------------------------- --------------------
Legal and Regulatory
Business Non-compliance -- Litigation, -- Annual Code of -- This risk
Ethics with Intertek's including significant Ethics training remains stable
Code of Ethics fines and debarment and sign-off requirement. compared with
('Code') and/or from certain -- Whistle-blowing 2017.
related laws territories/activities. programme, monitored -- Ongoing annual
such as -- Reputational by the Group Risk confirmations
anti-bribery, damage. Committee, where ensure that
anti-money -- Loss of staff are encouraged staff verify
laundering, accreditation. to report, without compliance with
and fair competition -- Erosion of risk, any fraudulent the Code of
legislation. customer confidence. or other activity Ethics.
Non-compliance -- Impact on likely to adversely -- Local compliance
could be either share price. affect the reputation officers perform
accidental or of the Group. due diligence
deliberate, and -- Enhanced processes on sub-contractors
committed either for engagement with to check that
by our people suppliers and third they have signed
or sub-contractors parties. the Group's
who -- Zero-tolerance Code.
must also abide approach with regard -- During 2018,
by the Code. to any inappropriate 158 (2017: 202)
behaviour by any non-compliance
individual employed issues were
by the Group, or reported through
acting on the Group's the whistle-blowing
behalf. hotline and
-- The Group employs other routes.
local people in All were
each country who investigated
are aware of local with 45 (2017:
legal and 36) substantiated
regulatory requirements. and corrective
There are also extensive action taken.
internal compliance
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.
--------------------- ----------------------------------- -------------------------------- --------------------
Regulatory A failure to -- Loss of revenue, -- Monitoring of -- This risk
and identify and profitability regulatory environment remains stable
Political respond and/or market and political developments. compared with
Landscape appropriately share. -- Analysis of impact 2017.
to a change in -- Increase to of regulatory and
law and/or costs of operations, political changes
regulation, reduction in on operational SOPs
or to a political profitability. and Group policies.
decision, event -- Reduction -- Membership of
or condition in the attractiveness relevant associations,
which could impact of investment e.g. IFIA with related
demand for the in specific advocacy and
Group's services business, sectors liaison activities.
or the Group's or markets and/or
ability to grow, adverse change
innovate and/or the competitive
provide a landscape.
competitive
customer offering
in any existing
or new industry
sector or market.
--------------------- ----------------------------------- -------------------------------- --------------------
Financial
Financial Risk of theft, -- Financial -- The Group has -- This risk
Risk fraud or financial losses with a financial, remains stable
misstatement direct impact management compared with
by employees. on the bottom and systems controls 2017.
On acquisitions line. in place to ensure -- 'Doing Business
or investments, -- Large-scale that the Group's the Right Way'
the financial losses can affect assets are protected established
risk or exposure financial results. from major financial as core principle
arising from -- Potential risks. within Intertek.
due diligence, legal proceedings -- Adherence to -- Review and
integration or leading to costs Authorities Grid update of core
performance delivery and management (which sets approval mandatory controls
failures. time. limits for financial for year-end
-- Corresponding transactions). compliance
loss of value -- Legal, financial certification.
and reputation and other due
could result diligence
in funding being on M&A and other
withdrawn or investments.
provided at higher -- A detailed system
interest rates. of financial
-- Possible adverse reporting
publicity. 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:
2018 2017
GBPm GBPm
----------------------------- ------ ------
Short-term benefits 10.6 9.3
Post-employment benefits 0.8 0.8
Equity-settled transactions 8.5 7.2
----------------------------- ------ ------
Total 19.8 17.3
----------------------------- ------ ------
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.
At a General Meeting of the Company's shareholders held on 16 January 2019, a resolution was passed which constituted a related party transaction under IAS 24. For further details please see page 110.
3. STATEMENT OF DIRECTORS' RESPONSIBILITIES
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (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 profit 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.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL REPORT
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 in the Directors' Report confirm 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 it faces.
The Directors' Report comprising pages 66 to 113 and the Group Strategic report comprising pages 2 to 65 have been approved by the Board and signed on its behalf by the Chief Executive Officer.
The Company's 2018 Annual Report and 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
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
Jonathon Brill, FTI Consulting
Telephone: +44 (0) 20 3727 1000 intertek@fticonsulting.com
Intertek is a leading Total Quality Assurance provider to industries worldwide.
Our network of more than 1,000 laboratories and offices and over 44,000 people 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.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
END
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