Notice of AGM

RNS Number : 9149G

Tyman PLC

01 April 2022

 

TYMAN PLC

("Tyman" or the "Group")

2021 Annual Report & Accounts and 2022 Annual General Meeting (the "AGM")

Tyman plc, a leading international supplier of engineered components and access solutions to the construction industry, announces that the Annual Report & Accounts for the year ended 31 December 2021 ("2021 Annual Report") and the Notice of 2022 AGM ("Notice of Meeting"), which will be held on 19 May 2022, have been posted or otherwise made available to shareholders today.

In accordance with LR 9.6.1R, electronic copies of each of these documents have been submitted to the National Storage Mechanism via the Electronic Submission System and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

The 2021 Annual Report and Notice of Meeting may also be viewed on the Group's website at www.tymanplc.com .

The Company's preliminary results announcement published on 3 March 2022 included, in addition to the preliminary financial results, the text of the Chief Executive's review (including the Divisional reviews) and Chief Financial Officer's review, in each case as contained in the 2021 Annual Report.

The appendix to this announcement sets out the disclosures required pursuant to Disclosure & Transparency Rule 6.3.5R, namely the Directors' Responsibility Statement, Principal Risks and Uncertainties, and Related Party Transactions, in each case as contained in the 2021 Annual Report. This information is not a substitute for reading the full 2021 Annual Report.

Enquiries:

Tyman plc	020 7976 8000
Peter Ho - General Counsel & Company Secretary	www.tymanplc.com

1 April 2022

APPENDIX

Directors' Responsibility Statement

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's and the Company's position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Annual Report and Accounts, confirms that, to the best of their knowledge:

• the Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities, financial position and profit of the Company;

• the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards and applicable law, 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 the Company, together with a description of the principal risks and uncertainties that the Group faces.

In the case of each Director in office at the date the Directors' report is approved:

• So far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

• they have taken all the steps that they ought to have taken as Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.

Principal Risks and Uncertainties

Risk	Risk description	Mitigation	Changes since last Annual report
1. Business interruption (including pandemic) Trend after mitigation Same Link to strategy Margin expansion, sustainable growth, engaged people, positive impact	The occurrence of an event that may lead to a significant business, supply chain or market interruption. This includes events such as natural disasters, pandemics (including COVID-19), significant IT interruption, the loss of an operating location or geo-political events including significant changes in trading relationships such as US/China trade developments. This results in an inability to operate or meet customer demand, a reduction in market demand or poses a health risk to employees.	The Group has proactively managed its response to the COVID-19 pandemic throughout the year including extensive health measures at operations; temporary cost control measures; ongoing review of demand and production levels, regular review of supply chain ability to supply; reviewing stock levels and responding; increased contact with remote working team members and weekly COVID-19 case reviews. More broadly the Group reviews business continuity management, IT disaster recovery and IT security as appropriate throughout the year. The Group also ensures appropriate insurance cover is maintained.	The global impact of the COVID-19 pandemic has continued. Given the duration, uncertainty and widespread impact of COVID-19, this risk has been updated to a broader business interruption risk. Risk assessment High
2. Market conditions Trend after mitigation Same Link to strategy Sustainable growth	Demand in the building products sector is dependent on levels of activity in new construction and RMI markets. This demand is cyclical and can be unpredictable and the Group has low visibility of future orders from its customers.	Whilst there is a high degree of economic uncertainty, in previous cyclical downturns Tyman has proved effective in responding to events through: • monitoring of market conditions and macroeconomic trends through both annual strategic planning processes and regular performance / forecasting reviews; • maintaining appropriate headroom and tenor in the Group's available borrowing facilities; • its geographic spread providing a degree of market diversification; • the ability to flex the Group's cost base in line with demand. As part of its process for assessing the ongoing viability of the Group, the Board regularly stress tests Tyman's financial and cash flow forecasts over both a short- and medium-term horizon.	Markets have continued to be disrupted throughout the year, predominantly due to COVID-19. The majority of the Group's core markets have rebounded strongly throughout the year with leading indicators remaining positive. There remains uncertainty over medium to long-term market conditions due to wider macroeconomic conditions. Risk assessment Medium
3. Loss of competitive advantage Trend after mitigation Same Link to strategy Margin expansion, sustainable growth	Loss of competitive advantage may adversely affect the Group financial performance or reputation in the short to medium term. The Group's ability to maintain its competitive advantage is based on a wide range of factors including the strength of the Group's brands, the breadth and depth of our portfolio, the level of quality and innovation reflected in our products, our supply chain flexibility, excellent customer service and technical support, and the depth of customer relationships we nurture, all supported by fair and competitive pricing. Failure to perform on any one of these aspects may lead to erosion of competitive advantage over time, and in turn to loss of customers to competition.	Some of the Group's markets are relatively concentrated with two or three key players, while others are highly fragmented and offer significant opportunities for consolidation and penetration. Tyman continues to differentiate itself through its wide range of products, its focus on customer service including technical support, its geographical coverage, innovation capabilities and the reputation of its brands. The Group monitors the status of our competitive advantage through feedback from customers and close review of the market positioning of our products. The Group aims to minimise the impact of competitive pricing pressures by competitors through margin expansion activities including continual sourcing review, innovation and value engineering, as well as building long-term relationships with its customers based on value creation, quality, service and technical support	The overall risk from loss of competitive advantage across Tyman's global portfolio remains stable. The disruption caused by COVID-19 has continued to put pressure on service levels across the industry. The flexibility of the Group's manufacturing footprint allows it to respond quickly to closure of certain facilities, delivering better service levels than some competitors and enabling the Group to take market share. Risk assessment Medium
4. Foreign exchange risk Trend after mitigation Same Link to strategy Margin expansion	The Group operates internationally and is therefore exposed to transactional and translational foreign exchange movements in currencies other than sterling. In particular the Group's translated adjusted operating profit is impacted by the sterling exchange rate of the US dollar and the euro.	The Group denominates a proportion of its debt in foreign currency to align its exposure to the translational balance sheet risks associated with overseas subsidiaries. Ancillary bank facilities are utilised to manage the foreign exchange transactional risks and interest rate exposure through the use of derivative financial instruments. Where possible the Group will recover the impact of adverse exchange movements on the cost of imported products and materials from customers.	Sterling exchange rates remain volatile and the Group continues to use hedging to mitigate some of this risk. This risk is regarded as stable. Risk assessment Medium
5. Liquidity and credit risks Trend after mitigation Down Link to strategy Sustainable growth	The Group must maintain sufficient capital and financial resources to finance its current financial obligations and fund the future needs of its growth strategy.	The Group maintains adequate cash balances and credit facilities with sufficient headroom and tenor to mitigate credit availability risk. The Group monitors forecast and actual cash flows to match the maturity profiles of financial assets and liabilities. In the medium term the Group aims to operate within its target leverage range of 1.0x to 1.5x adjusted EBITDA.	During the year, the Group achieved further de-leveraging to 0.9x adjusted EBITDA, just below the target range of 1.0-1.5x adjusted EBITDA. Risk assessment Low
6. Information security Trend after mitigation Same Link to strategy Margin expansion, sustainable growth, engaged people	Information and data systems are fundamental to the successful operation of Tyman's businesses. The Group's digital assets are under increasing risk from hacking, viruses and 'phishing' threats. Sensitive employee, customer, banking and other data may be stolen and distributed or used illegally. GDPR increases the cost of any failure to protect the Group's digital assets.	The Group continues to develop and test disaster recovery plans for all sites. The Group undertakes regular penetration testing of data systems and maintains up-to-date versions of software and firewalls. The Group periodically reviews and improves IT system controls.	In August 2020, a Group Head of IT was appointed with responsibility for the Group's information security policies and controls. Training and IT controls improvements have continued to be implemented during the year as a key element of our IT Strategy. Risk assessment High
7. Raw material costs and supply chain failures Trend after mitigation Up Link to strategy Margin expansion, sustainable growth	Raw materials used in the Group's businesses include commodities that experience price volatility (such as oil derivatives, steel, aluminium and zinc). The Group's ability to meet customer demands depends on obtaining timely supplies of high quality components and raw materials on competitive terms. Products or raw materials may become unavailable from a supplier due to events beyond the Group's control.	The Group continues to invest in and improve its sourcing and procurement capability with dedicated supply chain resources. The Group manages supply chain risk through developing strong long-term relationships with its key suppliers, regular risk assessment and audit of suppliers including logistics providers, review of make or buy strategies, dual-sourcing where appropriate and maintaining adequate safety stocks throughout the supply chain. Where commodity and other material cost increases materialise, the Group seeks to recover the incremental cost through active price management.	The Group has recovered the majority of input cost inflation in the year however there remains an element of lag due to timing of implementing price increases and pricing mechanisms with some of our larger customers. The Group continues to proactively manage supply chain risks, with current focus in particular on global shipping bottlenecks and UK/EU supply chain disruption. Risk assessment Medium
8. Key executives and personnel Trend after mitigation Same Link to strategy Sustainable growth, engaged people	The Group's future success is substantially dependent on the continued services and performance of its senior management and its ability to continue to attract and retain highly skilled and qualified personnel at Group, divisional and site level.	The Group mitigates the risk of losing key personnel through robust succession planning, strong recruitment processes, employee engagement and retention initiatives, and long-term management incentives.	Significant attention continues to be paid to employee wellbeing and engagement as pandemic-related disruption continues, recognising the additional strains this has put on our workforce and in particular on management teams in meeting the needs of our customers. Risk assessment Low
9. Compliance with laws and regulations Trend after mitigation Same Link to strategy Margin expansion, sustainable growth, engaged people, positive impact	A lack of understanding or non-compliance with laws and regulations in any jurisdiction in which the Group operates could lead to significant financial penalty and/or severe damage to the Group's reputation. Legal and regulatory requirements can be complex and are constantly evolving, requiring ongoing monitoring and training.	Key mitigations include: • A comprehensive and engaging Code of Business Ethics and associated training • Supporting policies and standards that set out the compliance requirements in detail • A group-wide 'SpeakUp' whistleblowing mechanism • Risk framework to identify, assess and monitor business and compliance risks • Specific legal and compliance matters reviewed by the Group General Counsel as required	Whilst added as a Group principal risk, there is no year-on-year change in the level of unmitigated risk. A Group General Counsel was appointed for the first time in 2020. The General Counsel led a process to deploy the Group's new Code of Business Ethics which has been deployed throughout 2021 / Q1 2022. Risk assessment Low
10.  Execution of major programmes Trend after mitigation Same Link to strategy Margin expansion, sustainable growth, engaged people, positive impact	The Group has a range of change management programmes and strategic initiatives underway to support our 'Focus, Define, Grow' Strategy. Failure to effectively execute these programmes could adversely affect the Group's ability to deliver on key elements of our strategy.	Oversight mechanisms to track the progress of all strategic programmes take place on a monthly basis at Group and divisional levels. In addition, each programme has established project governance disciplines in place including project managers for each programme.	Whilst added as a Group principal risk there remains no year-on-year change in the level of unmitigated risk with the development and execution of key programmes progressing well. Risk assessment Medium
11.  Climate change and sustainability Trend after mitigation New Link to strategy Margin expansion, sustainable growth, engaged people, positive impact	Adverse impacts of climate change may, over time, affect the operations of the Group, its supply chains and the markets in which it operates. This could include physical (weather related) risks, as well as failing to adapt to legal, technological and market demands for more sustainable operations and product solutions. More broadly, customer, investor and societal expectations have never been higher for companies to respond with action on ESG topics. Should the Group not reduce its GHG emissions and deliver its other sustainability commitments in line with Tyman's targets and ambition, it may be subject to increased costs, adverse financial impacts, reputational damage and failure to attract/retain future talent.	• The Group maintains a 2030 sustainability roadmap, setting out Tyman's ESG ambitions and targets, which include reducing GHG emissions and growing revenues from more sustainable solutions. • Dedicated sustainability leader is in place in each division to drive the execution of the roadmap. • Regular reviews are held both at a divisional level and groupwide via a sustainability forum. Twice yearly deep-dives are held with the ExCo to facilitate the sharing of cross-team learnings and identify opportunities to synergise and/or accelerate. Disclosures will also be enhanced against the recommendations in the TCFD framework, including risk mitigation and completing a quantitative scenario analysis.	This is a new risk in 2021. Risk assessment Medium

Related Party Transactions

The following transactions were carried out with related parties of Tyman plc (please see Note 29, on page 194 of the 2021 Annual Report):

Subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. There were no transactions between the Company and its subsidiaries made during the year other than intercompany loans and dividends.

Key management compensation

The Group considers its Directors to be the key management personnel on the basis that it is the Directors who have the sole responsibility for planning, directing and controlling the Group. Full details of Directors' remuneration are given in the Remuneration report on pages 114 to 137. Key management compensation in accordance with IAS 24 is as follows:

	2021 £'m	2020 £'m
Short-term employee benefits Share-based payments (including DSBP)	1.7 0.7	1.0 -
	2.4	1.0

Directors

Full details of individual Directors' remuneration are given in the Remuneration report on page 127. Directors' remuneration in accordance with the requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 is as follows:

	2021 £'m	2020 £'m
Aggregate emoluments Aggregate gains made on the exercise of share options	2.4 0.7	1.0 0.3
	3.1	1.3

 

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