Annual Financial Report

Annual Financial Report

The Weir Group PLC

2014 Annual Report and 2015 Annual General Meeting

The following documents have today been posted or otherwise made available to shareholders:

  1. Annual Report and Financial Statements for the 52 weeks ended 2 January 2015 (the "2014 Annual Report");
  2. Notice of 2015 Annual General Meeting; and
  3. Form of Proxy for the 2015 Annual General Meeting.

In accordance with Listing Rule 9.6.1, a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at http://www.morningstar.co.uk/uk/NSM.

The documents are also available on the Company's website at www.weir.co.uk and in hard copy to shareholders upon request to Investor Relations, The Weir Group PLC, 20 Waterloo Street, Glasgow, G2 6DB.

The Company's 2015 Annual General Meeting will be held at the Radisson Blu Hotel, 301 Argyle Street, Glasgow, G2 8DL, on Wednesday 29 April 2015, at 2.30pm.

The Company's full year results announcement of 25 February 2015 contained a management report as well as the audited financial statements which were prepared in accordance with the applicable accounting standards.  The 2014 Annual Report submitted to the National Storage Mechanism today also contains information regarding the Company's principal risks and uncertainties, related party transactions and a responsibility statement relating to the content of the 2014 Annual Report; an extract of this information is provided below as required under paragraph 6.3.5 of the DTR, however this material should be read in conjunction with and is not a substitute for reading the full 2014 Annual Report. Page numbers and cross-references in the following appendices refer to page numbers and cross-references in the 2014 Annual Report.

APPENDICES

Appendix A: Principal risks and uncertainties
A description of the principal risks and uncertainties that the Company faces is extracted in full and unedited form from pages 28 to 31 of the 2014 Annual Report.

As in any business, there are risks and uncertainties which could impact the Group's ability to achieve its objectives in the future. However, we believe the Group's risk management and assurance framework makes this less likely.

The principal risks set out below are those which we believe to have the greatest potential to impact our ability to achieve the Group's strategic objectives.

RiskWhy we think this is importantHow we are mitigating the risk
Global economic conditions
(Risk trend - post mitigation: increasing)
Changes in key markets, including commodity prices affecting mining and oil and gas, have an adverse impact on customers' expenditure plans. This may include delaying existing expenditure commitments. We need to remain sufficiently flexible to allow us to anticipate downturns, to allow us to adjust our operations accordingly, and equally to meet growth in demand when our customers' markets are buoyant and therefore capital investment is high. Otherwise, we are at risk of incurring unnecessary costs during downturns, and not maximising our potential for growth in buoyant markets. In challenging market conditions, our working capital risks are increased. These are described in more detail on page 29.
  • We maintain regular engagement with our customers to understand their needs and challenges, and ensure our business is appropriately aligned.
  • Our strategic planning utilises extensive market intelligence to assist in forecasting opportunities and dips in markets.
  • We maintain contingency plans for downturns.
Changes during 2014
Market conditions have become more challenging during 2014, with commodity prices in oil and gas joining those in minerals markets at recent historical lows. Necessary adjustments have been made to our operations to accommodate our customers' responses to these market conditions.
Technology and innovation
(Risk trend - post mitigation: unchanged)
We fail to drive innovation or to react to emerging technology developments, and therefore fail to ensure that the business continues to deliver sustainable and attractive solutions for our customers. The strength of our business is built upon a history of delivering innovative and sustainable solutions for our customers. If we fail to keep abreast of market needs or to innovate solutions, we are at risk of losing market share to our competitors and lowering margins as demand will reduce.
  • Continual investment in research and development, including the Weir Advanced Research Centre (WARC) in conjunction with the University of Strathclyde.
  • We have a dedicated governance team (Engineering Excellence Committee) focused on the delivery of our strategic objectives for technological advances and innovation to meet the needs of our customers.
Changes during 2014
The pace of technological innovation continues to increase as we and our competitors seek to provide customers with solutions that improve the efficiency of their operations. To ensure we continue to retain competitive advantage in this area, our existing research and development initiatives within the business, at WARC, and at certain universities around the world, have been enhanced through our partnership with Imperial College, London. This partnership will help the Group develop game-changing solutions to our customers' challenges. We are also devoting additional resources to reviewing and responding to developing technologies, including appointment into the new role of Head of Engineering & Technology Development. Further information on progress made in this area is set out in the Products and Technology section of the Sustainability Review on pages 59 and 60.
Political and social risk
(Risk trend - post mitigation: increasing)
Adverse political action, or political and social instability, in territories in which we operate may result in strategic, financial or personnel loss to the Group. We operate across the globe and therefore have to work within a wide range of political and social conditions. Adverse events may occur in the territories in which we operate that may require us to act swiftly to protect our people, our property and to maintain our competitiveness, and we need to be flexible and able to anticipate such issues. Expansions into new territories are only undertaken after rigorous assessment of the risks, including the social and political situation within the territory.
  • Regular review of market attractiveness.
  • Monitoring travel by Weir employees to higher risk locations.
  • External expert risk assessments and regular monitoring in higher risk locations.
  • Contingency plans and exit strategy planning.
  • Our strategic planning assists in forecasting potential political and social instability in regions.
Changes during 2014
In response to increased security risks, arising from changes in the political environment in certain countries where the Group has operations, enhancements have been made to the Group's access to expert risk assessments and plans to respond to adverse events in higher risk locations. During the course of 2014, it became evident that the environment in which a number of the Group's businesses operate is becoming increasingly challenging and uncertain, especially from a security perspective. As the safety of our staff is of paramount importance, a new position of Group Head of Security has been created to improve the ways in which these concerns are addressed and mitigated. This position will report directly to the Group General Counsel. A Group Head of Security has now been recruited and is due to start work in April 2015.
Supply chain and working capital
(Risk trend - post mitigation: unchanged)
Failure to achieve supply chain management improvements and the associated reduction in costs, working capital and enhanced flexibility. If we fail to improve our supply chain management, we risk:
  • losing the opportunity to invest capital which is currently committed to working capital into alternative value creating opportunities;
  • damaging our reputation and as a consequence losing customers and market share;
  • incurring penalties as a result of late delivery contractual clauses;
  • reducing margins by incurring unnecessary additional costs associated with late remedial actions taken to avoid missing delivery targets; and
  • holding excess inventory in the event of a market downturn.
  • Regular KPI monitoring of the supply chain throughout the organisation.
  • The Group's operations are currently implementing Value Chain Excellence initiatives which are intended to enhance operations' working capital management and shorten lead times, amongst other business improvement objectives.
  • Established Centres of Excellence drive cost savings, efficiencies and enhance delivery standards whilst maintaining quality.
  • The Group's forward purchase commitments are being closely monitored to manage inventories at levels appropriate to market conditions.
  • Our credit risk management procedures are under continuous appraisal and their application is subject to specific internal audit review.
Changes during 2014
Supply chain remains an area of strategic focus for the Group. Supply chain improvements continue to be recognised year on year as the Group realises benefits from its focused approach to these matters. A programme of Value Chain Excellence initiatives has been launched throughout the Group to drive supply chain improvements.
Environment, health and safety (EHS)
(Risk trend - post mitigation: unchanged)
Failure to adequately protect our people and other stakeholders from harm associated with a breach in EHS standards. We operate in hazardous environments, and therefore have a fundamental duty to protect our people and other stakeholders from harm whilst conducting our business. As well as the personal impact on our people resulting from a failure to meet this obligation, we would also be at risk of:
  • reputational damage leading to a loss of customers;
  • legal action from regulators, including fines and penalties; and
  • exclusion from markets important for our future growth.
The Weir Behavioural Safety system is in place to reduce the risk of safety incidents. In addition, there are initiatives to prevent the most common accident types. The Weir global EHS standards are continually reviewed.
  • The EHS Excellence Committee is responsible for monitoring performance and compliance with Group objectives, policies and standards relating to EHS.
  • There is a formal EHS assurance programme with issues escalated as required through the reporting structures.
Changes during 2014
The Group is never complacent in relation to EHS matters. Committed to achieving the highest of standards, the Group continues to set higher benchmarks for EHS compliance and roll out cohesive programmes to address EHS risks and drive safe and sustainable working practices. Improvements have been made through the year to our EHS board reporting and assurance activities and our key performance indicators in place to measure our success in mitigating EHS risks have shown an improvement on 2013.
Contract risk
(Risk trend - post mitigation: increasing)
We fail adequately to manage contract risk and as a result commit to obligations which the Group is unable to meet without incurring significant unplanned costs.
In addition, failure to follow Group policies and procedures may lead to commitments without the desired level of contractual protections.
We operate in an increasingly complex and competitive environment where customers are not only highly focused on price and service but are also more challenging in contract negotiations. As we offer a broader range of products and services to our customers, including those that are more technologically advanced, we risk exposing the Group to reputational and financial loss should our contract acceptance, negotiation and approval processes fail to protect the Group accordingly.
  • The Group has policies and procedures for contract acceptance and approval.
  • These are under continuous review and improvement to ensure they are adequate for current and future circumstances.
  • The tools and training available to employees responsible for contract management are similarly under continuous review.
Changes during 2014
Contract management has become an area of increased focus for the Group, given the competitive environment and the breadth and depth of our product offerings, and therefore during 2014 was identified as a principal risk. Amongst other initiatives, certain of the Group's policies and procedures have been reviewed and refreshed to provide employees with improved tools to assist them in their contract management activities.
IT security and continuity
(Risk trend - post mitigation: increasing)
Failure to maintain business systems or technical infrastructure that serves the business needs.
Failure to successfully execute changes to these business systems or technical infrastructure; together with failure to minimise disruption and maintain business as usual activity during technical infrastructure or business system changes.
Failure to adequately protect the business operations from cybercrime.
Up-to-date data allows us to make informed decisions about our business. Therefore, we require reliable and efficient IT systems and infrastructure to provide our data requirements. Breaches of our IT security could have serious consequences for our business, including:

  • interruption to business operations; and
  • loss of intellectual property and other sensitive data.
The Group is investing in a significant IT transformation programme. If this is not managed effectively, the consequences could include interruption to business operations if data is unavailable due to unsuccessful execution of change, impacting our ability to compete and our reputation in the market.
At present, the Group's principal exposures to cybercrime relate to the misappropriation of cash and data. Our revenue streams are largely protected as our products are not currently electronic in nature and we do not, as a rule, transact over the internet.
We continually review the effectiveness of our key IT security controls in consultation with external experts.
  • There is regular reporting of unplanned outages and potential security breaches, with lessons learned across the Group.
  • We have an IT Governance Framework with a focus on structured change management techniques, including setting project governance levels in line with risk.
  • External assurance being obtained on the Tier 1 IT transformation projects reporting through Internal Audit.
  • The security arrangements around all of the Group's information assets will be revised following the transition to the Weir Cloud infrastructure.
  • Policies, procedures and baseline standards in relation to cyber risk and IT security more generally are continuously updated and rolled out to operations. A programme of user training in relation to cyber risk is being rolled out.
Changes during 2014
IT security and continuity continues to be a matter of strategic priority for the Group. Progress to strengthen the Group's defences in this respect is being made according to plan as Tier 1 IT projects, such as Weir Cloud, and divisional IT improvements and other projects are put in place.
Cost competitiveness
(Risk trend - post mitigation: unchanged)
Failure to deliver cost competitive products and services, or failure to deliver sufficiently differentiated products and services which justify a price premium through lowest total cost of ownership value propositions. Customers are increasingly focused on the price competitiveness of products and services as they seek to lower operating costs. If the Group fails to demonstrate the value of our products and services, it risks losing market position.
  • There is continual focus on maximising the efficiency of our products to ensure the solutions provided to customers deliver the best overall value, allowing our customers to meet their cost reduction strategies through lower energy costs and improved productivity.
  • The key component Centres of Excellence are driving cost efficiencies, whilst maintaining quality.
  • Expansion of production in best-cost locations, including foundry expansions in Malaysia and South Africa.
  • We regularly monitor market activity to ensure we remain competitive.
Changes during 2014
Cost competitiveness remains a strategic priority for the Group. Initiatives to expand production in best-cost locations are developing in South Africa and Malaysia and the procurement function continues to drive cost and quality improvements through the Group's supply chain.
Ethics and governance
(Risk trend - post mitigation: unchanged)
Interactions with our people, customers, suppliers and other stakeholders are not conducted with the highest standards of integrity which devalues our reputation. We are unwilling to accept dishonest or corrupt behaviour from our people, or external parties acting on our behalf, whilst conducting our business. If we fail to act with integrity, we are at risk of:
  • reputational damage leading to a loss of customers;
  • increased scrutiny from regulators;
  • legal action from regulators including fines, penalties and imprisonment; and
  • ·  exclusion from markets important for our future growth.
  • The Code of Conduct, supplemented with Group policies on related topics, provides a clear benchmark for how we expect our business will be conducted.
  • Regular training is provided using a range of mechanisms including Town Hall style sessions, online and induction training.
  • The financial control framework is continually monitored for effectiveness.
  • ·  Internal Audit's remit includes regular review of the anti-bribery and corruption and financial controls across the Group. The Group Legal team is responsible for monitoring compliance with the Code of Conduct.
Changes during 2014
The governance and legislative environment in which the Group operates continues to evolve and become more complex. The Group has further developed and grown its operations in geographies where ethical standards may not be as well established as in other countries. The Group has reinforced its commitment to high standards of ethics and governance, having reviewed, updated and reissued the Code of Conduct during 2014 and completed a programme of training for key individuals. In addition, the Group has developed and issued a Group Competition Law Manual, which again is being accompanied by related training for those in relevant roles.
Acquisitions and expansion into new territories
(Risk trend - post mitigation: unchanged)
Inadequate planning and management of the integration and expansion processes impacts the ability to generate growth opportunities, synergies and cost savings within expected timescales. Acquisitions and expansions into new territories are only undertaken after rigorous review and identification of expected synergies, cost savings and growth opportunities. However, there is a risk that these benefits may not be achieved, or may not be achieved within the anticipated timescales, thereby tying up the Group's funds in investments with insufficient returns. There is also a risk that we could be left liable for past acts or omissions of the acquired businesses without adequate right of redress.
  • The strategic planning process includes market and competitive position assessments to drive the acquisition agenda.
  • Comprehensive due diligence is performed on all potential acquisitions.
  • We have a formal 100 day integration plan with dedicated integration directors and managers appointed to oversee and manage the full integration programme.
  • The Group's pre- and post-acquisition processes are subject to continuous review and improvement based on our experience of past acquisitions.
  • ·  We seek to secure appropriate legal protection against potential liabilities and to secure rights of redress against sellers where such liability arises.
Changes during 2014
With the acquisition of Trio in October 2014, the Group has continued to pursue its strategy of broadening its product offering through the mining production cycle. This acquisition, together with those made in prior periods, continues to be successfully integrated in accordance with the Group's established processes.

Appendix B: Directors' statement of responsibilities
The following statement is repeated here solely for the purpose of complying with DTR 6.3.5.  This statement relates to and is extracted from page 112 of the 2014 Annual Report and is signed on behalf of the Board of Directors by Charles Berry, Chairman and Keith Cochrane, Chief Executive.  Responsibility is for the full 2014 Annual Report and not the extracted information presented in this announcement or the full year results announcement.

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 (IFRS) as adopted by the European Union and the Company financial statements in accordance with UK Accounting Standards and applicable law.

In preparing those financial statements, the Directors are required to:

  • Select suitable accounting policies and then apply them consistently.
  • Make judgements and estimates that are reasonable and prudent.
  • State that the Group financial statements have complied with IFRS as adopted by the European Union, subject to any material departures being disclosed and explained.
  • State for the Company financial statements whether the applicable UK Accounting Standards have been followed, subject to any material departures being disclosed and explained.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the Group financial statements comply with the 2006 Act and Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group 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 accounts may differ from legislation in other jurisdictions.

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

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

Each of the Directors, as at the date of this report, confirms to the best of their knowledge that:

  • The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group.
  • The Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

Appendix C: Related Party Transactions
The following statements regarding related party transactions are set out on page 160 of the 2014 Annual Report.  The following is extracted in full and unedited form from the 2014 Annual Report.

The following table provides the total amount of significant transactions which have been entered into with related parties for the relevant financial year and outstanding balances at the period end.

    Sales to
related
parties -
goods
Sales to
related
parties -
services
Purchases
from
related
parties -
goods
Purchases
from
related
parties -
services
Amounts
owed to
related
parties
Related party   £m£m£m£m£m
Joint ventures 201426.70.58.20.5-
  2013 5.6 0.5 2.7 1.7 -
Group pension plans 2014 - - - - 1.8
  2013 - - - - 2.3

Contributions to the Group pension plans are disclosed in note 24.

Terms & conditions of transactions with related parties
Sales to and from related parties are made at normal market prices. Outstanding balances at the period end are unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party balances. For 2014, the Group has not raised any provision for doubtful debts relating to amounts owed by related parties as the payment history has been excellent (2013: £nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Compensation of key management personnel2014 2013
  £m £m
Short-term employee benefits 6.3 4.6
Share-based payments 4.0 3.2
Post-employment benefits 0.2 -
  10.5 7.8

Emoluments paid to the Directors of The Weir Group PLC 2014 2013
  £m £m
Remuneration 2.9 2.0
Gains made on the exercise of
Long Term Incentive Plan awards
1.9 2.8
  4.8 4.8

Key management comprises the Board and the Group Executive. Further details of the Directors' remuneration are disclosed in the Directors' Remuneration Report.

This information includes 'forward-looking statements'.  All statements other than statements of historical fact included in this presentation, including, without limitation, those regarding The Weir Group's ("the Company") financial position, business strategy, plans (including development plans and objectives relating to the Company's products and services) and objectives of management for future operations, are forward-looking statements. These statements contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this document. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Past business and financial performance cannot be relied on as an indication of future performance.




This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: The Weir Group PLC via Globenewswire

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