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SMIN Smiths Group Plc

1,590.00
10.00 (0.63%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Smiths Group Plc LSE:SMIN London Ordinary Share GB00B1WY2338 ORD 37.5P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  10.00 0.63% 1,590.00 1,590.00 1,592.00 1,599.00 1,577.00 1,592.00 3,219,536 16:35:29
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Srch,det,nav,guid,aero Sys 3.04B 231M 0.6613 24.06 5.56B

Smiths Group PLC Annual Financial Report (6001P)

11/10/2019 8:00am

UK Regulatory


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TIDMSMIN

RNS Number : 6001P

Smiths Group PLC

11 October 2019

11 OCTOBER 2019

SMITHS GROUP PLC

ANNUAL FINANCIAL REPORT 2019

LISTING RULE LR 9.6.3 R

Smiths Group plc (the 'Company') is submitting today copies of the documents listed below to the Financial Conduct Authority, in compliance with Listing Rule LR 9.6.1 R.

1. Annual Report FY2019 (for the financial year ended 31 July 2019);

2. Notice of Annual General Meeting 2019; and

3. Annual General Meeting Proxy Form.

The above-mentioned documents will be uploaded to the National Storage Mechanism website, in pdf file format, and will shortly be available for viewing by visiting www.morningstar.co.uk/uk/NSM.

Copies of the documents referred to above have today been made available to shareholders in accordance with their elections for Company communications.

The Annual Report FY2019 and the Notice of Annual General Meeting 2019 can be viewed online by visiting the Company's website, www.smiths.com. Printed copies may be obtained by writing to the Company Secretary, Smiths Group plc, 4th Floor, 11-12 St James's Square, London SW1Y 4LB, UK or sending an e-mail request to secretary@smiths.com.

DISCLOSURE GUIDANCE & TRANSPARENCY RULE DTR 6.3.5(2)

A condensed set of the Company's consolidated financial statements and information on important events that occurred during the financial year ended 31 July 2019 and their impact on the financial statements were contained in the Smiths Group plc Annual Results for the year ended 31 July 2019 announcement issued by the Company through the Regulated News Service of the London Stock Exchange at 07:00 on 20 September 2019 (RNS No. 0370N) (the 'Results announcement').

Other than the information set out below (which is extracted from the Annual Report FY2019), the regulated information in the Annual Report FY2019 that is of a type that would be required to be disseminated in a half-yearly report has already been released in unedited full text via the Results announcement.

Together, the regulated information set out below and the regulated information contained in the Results announcement constitute the material required by Disclosure Guidance & Transparency Rule DTR 6.3.5 to be communicated to the media in full unedited text through a Regulatory Information Service. Page and note references in the text extracts below refer to page numbers and to notes to the financial statements in the Annual Report FY2019 (available online from www.smiths.com and www.morningstar.co.uk/uk/NSM). The statutory accounts of the Company for the financial year ended 31 July 2019 will be delivered to the Registrar of Companies in due course.

This announcement is not a substitute for reading the full Annual Report FY2019.

An extract comprising the unedited full text on pages 64 to 70 in the Annual Report FY2019 is set out below. Certain non-reproducible graphics contained in the Annual Report FY2019 are not reproduced. The graphic version of pages 64 to 70 of the Annual Report FY2019 is attached as a pdf file.

http://www.rns-pdf.londonstockexchange.com/rns/6001P_1-2019-10-11.pdf

PRINCIPAL RISKS AND UNCERTAINTIES

We maintain a register of principal risks and uncertainties covering the strategic, financial, compliance and operational risks faced by the Group.

We review each risk and rate a number of factors: gross impact, applying the hypothetical assumption there are no mitigating controls in place; residual impact and likelihood, taking into account existing mitigating controls; target impact; the reputational impact of a risk; and its velocity, which reflects the expected time we would have to react should a risk materialise. These, in turn, drive mitigation priorities. A trend metric shows the net position of the risk year-on-year.

We updated our register of principal risks and uncertainties following review by the Executive Committee and approval by the Board. Two risks reported in FY2018 have been merged to form the integrated supply chain risk. Customer has been added as a new principal risk.

While we continue to monitor and manage a wider range of risks, the risk map and the tables that follow summarise those risks considered to have the greatest potential impact if they were to materialise.

 
  RISK                          POTENTIAL IMPACT              KEY MITIGATING CONTROLS      ASSURANCE 
  TECHNOLOGY                    -Material adverse             -Proactive repositioning     -Vitality data 
   Differentiated                effect on margin             of the portfolio around       is reviewed and 
   new products and              and profitable               the most attractive           is part of the 
   services are critical         growth                       markets where we can          SES dashboard 
   to our success.               -Erosion of our              sustainably hold a            -Adherence to 
   We may be unable              reputation as a              top three position            NPI process is 
   to maintain technological     leader in our markets        based on technology           audited and embedded 
   differentiation               and of our ability           leadership                    in systems 
   or to meet customers'         to attract and               -Diversified technology       -Technology Roadmap 
   needs and may face            retain talent                portfolio serving a           is part of the 
   disruptive innovation         -Need for higher             range of sectors and          Group strategic 
   by a competitor.              R&D spend to maintain        geographies, mitigating       cycle 
                                 sales growth                 exposure to any one 
   Risk owner: Andy                                           sector or area 
   Reynolds Smith                                             -Increased and smarter 
   Trend: Increase                                            investment in R&D 
   from FY2018                                                (FY2019: 4.5% of continuing 
   Link to SES: Technology;                                   operations revenue, 
   Customer; Programme                                        FY2018: 4.1%) 
   Included in viability                                      -Focus on building 
   assessment: n/a                                            a culture of innovation 
   Link to strategic                                          with a long-range 
   objectives: Outperform                                     Technology 
   our chosen markets;                                        Roadmap for each division 
   Deliver world-class                                        -Targets to increase 
   competitiveness;                                           the proportion of spend 
   Strong financial                                           on next generation 
   framework                                                  and transformational 
                                                              initiatives 
                                                              -New Product Introduction 
                                                              (NPI) process established 
                                                              across divisions to 
                                                              accelerate projects 
                                                              -Vitality Index as 
                                                              KPI 
                                                              -Robust IP protection 
                                                              via patents and other 
                                                              protections, and litigation 
                                                              where appropriate 
                              ----------------------------  -----------------------------  --------------------------- 
 
  ECONOMY AND GEOPOLITICS       -Governments continue         -Diversified portfolio       -Impact of US 
   There are external            to look for ways             of businesses which           sanctions to 
   indicators that               to improve tax               mitigates exposure            date has 
   we are in the late            revenues to ease             to any one country            been absorbed 
   stage of the economic         fiscal budget pressures      or sector and geographic      -Order tracking 
   cycle. Threats                -Adverse impact              spread which mitigates        reported and 
   to free trade are             on business performance      the impact of trade           monitored 
   increasing.                   due to the imposition        barriers between regions      -Brexit coordination 
                                 of tariffs                   -Divisions monitor            group working 
   Risk owner: John              -The consequences            order flows and other         effectively 
   Shipsey                       of Brexit are uncertain.     leading indicators 
   Trend: Increase               Potential effects,           so that they may respond 
   from FY2018                   applicable to many           quickly to deteriorating 
   Link to SES: Production       businesses, include          trading conditions 
   Included in viability         economic and                 and tariffs/barriers 
   assessment: n/a               operational uncertainty,     to free trade 
   Link to strategic             volatility of currency       -Identification and 
   objectives: Outperform        exchange, regulatory         application of learnings 
   our chosen markets;           changes and the              from past downturns 
   Deliver world-class           imposition of tariffs        through the cycle 
   competitiveness;              on trade between             -Sustainable tax strategy 
   Strong financial              the UK and the               to optimise the Group's 
   framework                     Eurozone                     position 
                                 -Geopolitical tensions,      -Representation of 
                                 most notably in              our interests by the 
                                 China, US, India,            corporate affairs team 
                                 the Middle East,             -Network of trade 
                                 South Korea and              compliance 
                                 North Korea                  officers across the 
                                                              Group who monitor upcoming 
                                                              changes in regulation 
                                                              and oversee import 
                                                              and export activities 
                                                              -Monitoring of the 
                                                              ongoing negotiations 
                                                              between the UK and 
                                                              the EU in order to 
                                                              assess the potential 
                                                              impact of Brexit and 
                                                              any transitional 
                                                              arrangements 
                                                              which may be agreed 
                              ----------------------------  -----------------------------  --------------------------- 
 
  ACQUISITION / INTEGRATION     -Poor acquisitions            -Investment in greater       -Strong internal 
  AND DIVESTMENT                / divestments,                internal capability           team 
  / SEPARATION                  or poorly                     for the evaluation            -Proper governance 
  Our strategy is               Managed integrations          and execution of              and oversight 
  predicated primarily          / separations,                transactions                  -Learnings from 
  on organic growth.            lead                          -Regular reviews of           previous acquisitions 
  However,                      directly to financial         the acquisition pipeline      (Morpho Detection, 
  acquisitions/divestments      damage and indirectly         and a stage-gated M&A         Seebach GmbH, 
  can also play a               to loss of shareholder        process                       United Flexible) 
  role in building              confidence                    -Detailed due diligence       and divestments 
  and/or strengthening          -Newly-acquired               and integration work          (PDI, Microwave, 
  competitive positions.        products and solutions        in accordance with            Wallace, Bearings) 
  Acquisitions bring            deliver less value,           our acquisitions and          -Ongoing evaluation 
  risk as well as               fewer synergies,              disposals policy              measured against 
  opportunity. We               or require more               -Detailed separation          original business 
  may invest substantial        investment than               planning, in accordance       case 
  funds and resources           anticipated                   with our acquisitions 
  in acquisitions               -Fall in our return           and disposals policy 
  which fail to deliver         on capital employed           -Governance ensures 
  on expectations               measure                       multi-disciplinary 
  - due to incorrect            -Financial performance        sign off 
  appraisal of the              suffers from goodwill         -Larger transactions 
  target and/or poor            or other                      approved by the full 
  execution. The                acquisition-related           Board 
  opposite risk is              impairment charges            -Post-transaction reviews 
  that (perhaps through         or inheritance                with lessons learned 
  an excess of caution)         of material unknown           incorporated into future 
  we miss out on                liabilities                   projects 
  opportunities to                                            --Use of external advisors 
  build market-leading 
  positions and growth. 
  Divestments also 
  carry risk. We 
  may divest an asset 
  at the wrong time, 
  or may not realise 
  appropriate value 
  for the asset. 
  Separation may 
  be complex and, 
  if poorly executed, 
  may impact the 
  wider business. 
 
  Risk owner: John 
  Shipsey 
  Trend: No change 
  Link to SES: Programme 
  Included in viability 
  assessment: n/a 
  Link to strategic 
  objectives: Outperform 
  our chosen markets; 
  Strong financial 
  framework 
                              ----------------------------  -----------------------------  --------------------------- 
 
  PRODUCT QUALITY               -Recall of products           -Divisional quality          -Quality KPIs 
  In the ordinary                due to manufacturing         risk assessments which        (e.g. DPPM, COPQ) 
  course of business             flaws, component             address product failures,     are 
  we are potentially             failures, damage             product                       measured and 
  subject to product             to persons / property,       compliance, regulatory        action plans 
  liability claims               and/or design defects,       compliance, product           put in place 
  and lawsuits, including        in order to avoid            performance, product          to drive their 
  potential class                serious, or potentially      safety and                    improvement - 
  actions. The                   catastrophic, failure        market authorisation          these are regularly 
  mission-critical               -Damage to our               risks                         reported 
  nature of many                 reputation amongst           -Quality assurance            -Group and divisional 
  of our solutions               customers and reduction      processes embedded            governance 
  makes the potential            in market acceptance         in manufacturing locations    frameworks (including 
  consequences of                of, and demand               for critical equipment,       Delegation of 
  failure more serious           for, our                     supporting compliance         Authority) ensure 
  than may otherwise             products from an             with industry regulations     a close working 
  be the case.                   adverse event involving      (e.g. FAA, FDA, API,          relationship 
                                 one of our products          etc.)                         between legal 
  Risk owner: Divisional         -Exposure to losses          -Quality development          and commercial 
  Presidents                     in the event of              and quality integration       teams (includes 
  Trend: No change               a cyber                      built into NPI processes      quality) to manage 
  Link to SES: Technology;       security breach              -Risk analysis and            risks 
  Programme; Production          relating to our              mitigation processes          -Fewer quality 
  Included in viability          products                     relating to product           issues at launch 
  assessment: Yes                -These include               cyber resilience embedded     of 2 new products 
  Link to strategic              not only customer            in the product lifecycle 
  objectives: Deliver            losses, but also             process. Proactive 
  world-class                    those of a potentially       steps taken to ensure 
  competitiveness                large class of               product cyber related 
                                 third parties                risks are continually 
                                                              monitored and managed 
                                                              -Group-wide Quality 
                                                              Council drives standard 
                                                              definitions, identifies 
                                                              and shares best practice, 
                                                              and reduces the cost 
                                                              of 
                                                              poor quality 
                                                              -Insurance cover for 
                                                              product liability 
                                                              -Material litigation 
                                                              managed under the oversight 
                                                              of the Group General 
                                                              Counsel 
                              ----------------------------  -----------------------------  --------------------------- 
 
  ETHICAL BREACH                -Failure to comply            -Group-wide ethics           -Multiple sources 
  We have more than             with export regulations       framework which includes      to assess culture 
  22,000 employees              leads to significant          the Smiths Way, the           including My 
  in more than 50               fines and a loss              Code of Business Ethics       Say results, 
  countries. Individuals        of export privileges          and the Supplier Code         'Speak Out' 
  may not all behave            -Failure to meet              of Conduct                    reports, internal 
  in accordance with            strict conditions             -Policies and procedures      audit findings, 
  the Group's values            within                        to mitigate distributor       exit 
  and ethical standards.        government contracts,         and agent related risks       interviews and 
  We operate in highly          particularly in               including due diligence,      ethics questions 
  regulated markets             the US, could have            contractual controls          in 
  requiring strict              serious financial             and internal approvals        performance reviews 
  adherence to laws             and reputational              -Anti-bribery and             -Monitoring and 
  with risk areas               consequences                  corruption                    reporting on 
  including:                    -Increased risk               training for all employees    compliance with 
  - bribery and corruption;     of illegal                    supported by the 'Speak       ethics and compliance 
  -anti-trust matters;          anti-competitive              Out' line encouraging         policies 
  -international                activity such as              the reporting of ethics       -Tracking of 
  trade laws and                collusion with                violations (includes          on-line ethics 
  sanctions;                    competitors as                ability to report             training and 
  -human rights,                a result of operating         anonymously                   compliance modules 
  modern slavery                in relatively                 and a non-retaliation         -Reporting non-compliance 
  and international             consolidated markets          policy)                       cases 
  labour standards;             -US fines and penalties       -Reporting and                to business, 
  -General Data Protection      imposed for price             investigation                 Executive and 
  Regulation (GDPR);            fixing, bid rigging           mechanisms                    Audit & 
  and                           and other cartel-type         -Antitrust training           Risk Committees 
  -government contracting       activities can                programmes 
  regulations                   exceed $100m per              and guidance 
                                violation                     -Network of trade 
  Risk owner: Mel               -Ethics or compliance         compliance 
  Rowlands                      breach causes harm            officers across the 
  Trend: No change              to our reputation,            Group that monitor 
  Link to SES: People;          financial performance,        upcoming changes in 
  Customer; Supply              customer relationships        regulation and oversee 
  Included in viability         and our ability               import 
  assessment: Yes               to                            and export activities 
  Link to strategic             attract and retain            -Legal function monitors 
  objectives: Deliver           talent                        legislative changes 
  world-class                                                 and reports and monitors 
  competitiveness                                             actions as necessary 
                                                              -Modern Slavery and 
                                                              Transparency Statement 
                                                              and procedures to reduce 
                                                              the risk of modern 
                                                              slavery within the 
                                                              Group and our supply 
                                                              chain 
                                                              -Multi-functional programme 
                                                              for 
                                                              GDPR compliance 
                              ----------------------------  -----------------------------  --------------------------- 
 
  CYBER SECURITY                  -Compromised                -Board oversight of          -Formal reviews 
  Cyber attacks seeking           confidentiality,            the approach to mitigating    with Executive 
  to compromise the               integrity and               cyber risk                    Committee 
  confidentiality,                availability                -Proactive focus on           and the Board 
  integrity and availability      of our assets resulting     information and cyber         -Vulnerability 
  of IT systems and               from a                      security risks supported      scanning/event 
  the data held on                cyber attack, impacting     by a strong                   reporting embedded 
  them are a continuing           our ability to              governance framework          -External reviews 
  risk. We operate                deliver to customers        -Group-wide assessment        of vulnerability 
  in markets and                  and, ultimately,            of critical information       controls 
  product areas which             financial                   assets and protection         -Mandatory staff 
  are known to be                 performance and             to enhance security           training 
  of interest to                  reputation                  -Information Security         -Compliance with 
  cyber criminals.                -Exposure to significant    Awareness programme           recognised standards 
                                  losses in the event         -Security monitoring          -Cyber leads 
  Risk owner: Philippe            of a cyber security         to provide                    at divisions 
  Roman                           breach relating             early detection of 
  Trend: No change                to our security             hostile activity on 
  Link to SES: Technology;        or medical products.        Smiths networks and 
  Programme                       These include not           an incident management 
  Included in viability           only customer losses,       process 
  assessment: Yes                 but also those              -Partnership and monitoring 
  Link to strategic               of a potentially            arrangements in place 
  objectives: Deliver             large class                 with critical third 
  world-class                     of third parties            parties, including 
  competitiveness                                             communications service 
                                                              providers 
                                                              -Cyber risk analysis 
                                                              and mitigation processes 
                                                              embedded in the product 
                                                              lifecycle process to 
                                                              increase resilience 
                              ----------------------------  -----------------------------  --------------------------- 
 
  INTEGRATED SUPPLY             -Inability to deliver         -Supply excellence           -Externally provided 
  CHAIN                          products/solutions           pillar of our SES operating   business interruption 
  Timely, efficient              to customers, impacting      model delivers increased      risk surveys 
  supply of raw materials        financial performance        focus on efficient,           of operational 
  and purchased components       and reputation               resilient and cost            sites 
  is critical to                                              effective                     -Business continuity 
  our ability to                                              supply                        planning (BCP) 
  deliver to our                                              -Business continuity          testing and results 
  customers.                                                  and disaster recovery         -Insurance requirements 
  Manufacturing continues                                     plans in place and            driven by the 
  to be exposed to                                            tested for critical           Group's / divisions' 
  external events                                             locations                     risk appetite 
  which could have                                            -Regular evaluation           is validated 
  significant adverse                                         of key sites for a            at least annually 
  consequences, including                                     range of risk factors         -Mitigation plans 
  natural catastrophes,                                       using externally              reviewed at divisional 
  disease pandemics                                           benchmarked                   procurement leadership 
  and terrorist attacks.                                      assessments                   team meetings 
  We are also affected                                        -Mitigation plans for         and reported 
  by the social,                                              sole source suppliers,        in the procurement 
  economic, regulatory                                        sub-contractors and           scorecard 
  and political conditions                                    service providers are 
  where we operate.                                           developed and deployed 
  This applies to                                             by divisions to 
  our own manufacturing                                       include qualification 
  sites and those                                             of alternative sources 
  of our key component                                        of suppliers where 
  suppliers.                                                  appropriate 
                                                              -Business interruption 
  Risk owner: Philippe                                        and property damage 
  Roman                                                       insurance 
  Trend: No change 
  Link to SES: Supply 
  Included in viability 
  assessment: Yes 
  Link to strategic 
  objectives: Deliver 
  world-class 
  competitiveness 
                              ----------------------------  -----------------------------  --------------------------- 
 
  MARKETS                       -Failure to develop           -A diversified portfolio     -Increased rate 
   A significant proportion      other markets and            of businesses mitigates       of growth provides 
   of our revenue                geographies impacts          exposure to any one           assurance that 
   comes from the                strategic progress           country, sector or            actions are working 
   US and European               and financial performance    customer                      -Managing Director 
   markets, with a               -Significant disruption      -Growth strategy which        councils established 
   notable proportion            to government budgets        places emphasis on            in India and 
   coming from governments.      results in fewer             expanding operations          China 
   In addition to                contracts                    in higher-growth              -Joint venture 
   geographical markets,         being awarded to             markets and regions           and partnership 
   there is a risk               Smiths, impacting            which are currently           arrangement in 
   we do not focus               financial performance        underserved, including        China 
   on attractive market                                       Asia                          -Digital Forge 
   sectors where we                                           -Strategic process            established 
   have, or could                                             to capture 
   have, a sustainable                                        continuing opportunities 
   position.                                                  in current and adjacent 
                                                              markets 
   Risk owner: Roland                                         -Corporate affairs 
   Carter                                                     function which 
   Trend: No change                                           collaborates with 
   Link to SES: Technology;                                   colleagues 
   Customer                                                   across the Group to 
   Included in viability                                      advise on developments 
   assessment: n/a                                            -More resilient services 
   Link to strategic                                          and consumable components 
   objectives: Outperform                                     built into some of 
   our chosen markets                                         our government-related 
                                                              business 
                              ----------------------------  -----------------------------  --------------------------- 
 
  CUSTOMERS                       -Loss of market             -As part of the Group            -Megatrend workshops 
   Our markets are                 share and adverse           innovation framework             and disruption 
   evolving at a fast              impact on Group             and our approach to              risks 
   pace, creating                  results                     potential technology             reviewed annually 
   potential for customers         -Material adverse           disruption, we include           -Customer input 
   to change their                 effect on profitable        customer disruption              gathered on a 
   business models                 growth                      as well as competitor            frequent basis 
   as they look to                 -Erosion of our             and product                      -Pilot programmes 
   deliver products                reputation as a             -New product innovation          to test products, 
   and services at                 leader in                   feedback through market          business models 
   higher quality,                 our markets                 research and direct              and partnerships 
   with better service                                         feedback from existing           -Strategic review 
   and at lower cost.                                          and potential customers          process; divisional 
   Failure of the                                              -Developing business             deep dives 
   Group to keep pace                                          models is a core component 
   with customer changes                                       of the Group-wide training 
   / requirements                                              agenda 
   (innovation, go 
   to market, strategies) 
   could have a materially 
   adverse impact 
   on Group performance. 
 
   Risk owner: Julian 
   Fagge 
   Trend: Increase 
   from FY2018 
   Link to SES: Customer; 
   Programme 
   Included in viability 
   assessment: n/a 
   Link to strategic 
   objectives: Outperform 
   our chosen markets 
                              ----------------------------  -----------------------------  --------------------------- 
 
  CONTRACTUAL OBLIGATIONS       -Production delays,           -Contracts managed           -Divisional legal 
  We may fail to                 unexpected increases          and delivered by programme   teams embedded 
  deliver the products           in costs of materials,        management teams that        in the business, 
  and services we                freight, quality              regularly review risks       working cross-functionally 
  are obliged to                 and                           and take appropriate         throughout the 
  deliver, or fail               warranty issues               action                       contract lifecycle 
  in our contractual             resulting from                -Review and approval         -Review and approval 
  execution due to               differences                   process for significant      process for contracts 
  delays or breaches             between estimated             and higher-risk contracts    determined by 
  by our suppliers               and actual costs              in place at Group            adherence to 
  or other counterparties.       in our                        and divisional levels        the Delegation 
                                 medium and long-term          -Diversified nature          of Authority 
  Risk owner: Mel                contracts                     of the Group mitigates       matrix 
  Rowlands                       -Breach of contract           exposure to any single       -Insurance programme 
  Trend: No change               resulting in significant      contract                     tailored to reflect 
  Link to SES: Customer;         expenses due to               -Programmes in place         the risk appetite 
  Supply; Programme;             disputes and claims,          across the                   of the Group 
  Production                     loss of customers,            Group which harmonise        -Uniform diligence 
  Included in viability          damage to Smiths              the contract review          and contracting 
  assessment: n/a                reputation                    process                      process in place 
  Link to strategic              with other customers          -Cross-divisional US         for agents and 
  objectives: Deliver            / prospective                 Government working           distributors 
  world-class                    customers, and                group determines and 
  competitiveness                loss of revenue               shares best practice 
                                 and profit                    on government contracting 
                                 due to higher costs, 
                                 liquidated damages 
                                 or 
                                 other penalties 
                                 -Contracts, particularly 
                                 those with 
                                 governments, may 
                                 include terms that 
                                 provide for unlimited 
                                 liabilities, including 
                                 for loss of profits, 
                                 IP indemnities, 
                                 perpetual 
                                 warranties or allowing 
                                 the counterparty 
                                 to cancel modify 
                                 or terminate unilaterally 
                                 and seek alternative 
                                 sources of supply 
                                 at Smiths expense 
                              ----------------------------  -----------------------------  --------------------------- 
 
  PEOPLE                        -Inability to attract         -Investment to build         -Participation 
  People are our                key talent leading            a learning organisation       rates in the 
  only truly sustainable        to a                          with a focus on culture,      Smiths learning 
  source of competitive         loss of competitive           reward and recognition        and development 
  advantage and competition     advantage                     -Implementation of            programmes measured. 
  for key skills                -Difficulty in                the right                     Capability and 
  is intense, especially        retaining personnel,          HR infrastructure             performance of 
  around science,               at all                        -Delivery of a range          alumni are tracked 
  technology, engineering       levels of the                 of learning and development   -Benchmarking 
  and mathematics               organisation,                 opportunities at all          ratio of hires 
  (STEM) disciplines.           leading to a loss             levels of the organisation    into senior 
  We may not be successful      of competitive                -Talent and succession        roles from internal 
  in attracting,                advantage                     plan reviews                  and external 
  retaining, developing,        -In acquisitions,             -Remuneration packages        sources 
  engaging and inspiring        losing key personnel          evaluated regularly           -Formal and informal 
  the right                     from                          against market trends         measures of culture, 
  people with the               the newly-acquired            -Chief Executive assessment   for example regular 
  right skills to               business which                of the leadership team        engagement surveys 
  achieve our growth            may                           -Annual performance           with follow up 
  ambitions.                    significantly impact          management reviews            action planning 
                                performance and               for the majority of           -Measurement 
  Risk owner: Sheena            value                         employees using best          of the effectiveness 
  Mackay                                                      practice processes            of the Executive 
  Trend: No change                                            such as 360-degree            education programme 
  Link to SES: People                                         feedback surveys              through post 
  Included in viability                                       -Formal career counselling    completion evaluation 
  assessment: n/a                                             for senior people in          tests 
  Link to strategic                                           the business                  -Post-acquisition 
  objectives: Deliver                                         -A clearly defined            review meetings 
  world-class                                                 people integration 
  competitiveness                                             plan for acquisitions 
                                                              -People Plan oversight 
                                                              by the Board 
                                                              -Diversity & Inclusion 
                                                              Plan and initiatives 
                              ----------------------------  -----------------------------  --------------------------- 
 

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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 accounts for each financial year. Under company law the Directors must not approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these accounts, the Directors are required to:

   -    select suitable accounting policies and then apply them consistently; 
   -    make judgements and accounting estimates that are reasonable and prudent; 

- 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; and

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

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the accounts and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the 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 Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors consider that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position and performance, business model and strategy.

Each of the Directors (who are listed on pages 76 to 79) confirms that to the best of his or her knowledge:

- the Group's financial statements have been prepared in accordance with IFRS as adopted by the European Union and give a true and fair view of the Group's assets, liabilities and financial position as at 31 July 2019 and of its profit for the financial year then ended;

- the Group Directors' Report and Strategic Report include a fair review of the development and performance of the business and the position and

- performance of the Group, together with a description of the principal risks and uncertainties that the Group faces;

- 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; and

- as at the date of this report there is no relevant audit information of which the Company's auditor is unaware. Each Director has taken all the steps he or she should have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Signed on behalf of the Board of Directors:

   Andy Reynolds Smith                      John Shipsey 
   Chief Executive                               Chief Financial Officer 

19 September 2019

Enquiries:

Matthew Whyte

Deputy Company Secretary

Matthew.Whyte@smiths.com

+44 (0) 20 7004 1674

This document contains certain statements that are forward-looking statements. They appear in a number of places throughout this document and include statements regarding the intentions, beliefs and/or current expectations of Smiths Group plc (the "Company") and its subsidiaries (together, the "Group") and those of their respective officers, directors and employees concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth, strategies and the businesses operated by the Group. By their nature, these statements involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this document and, unless otherwise required by applicable law, the Company undertakes no obligation to update or revise these forward-looking statements. Nothing in this document should be construed as a profit forecast. The Company and its directors accept no liability to third parties. This document contains brands that are trademarks and are registered and/or otherwise protected in accordance with applicable law.

Legal Entity Identifier (LEI): 213800MJL6IPZS3ASA11

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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