Annual Financial Report (0647A)
March 26 2012 - 6:22AM
UK Regulatory
TIDMKLR
RNS Number : 0647A
Keller Group PLC
26 March 2012
Keller Group plc
26 March 2012
Keller Group plc ("the Company") - Annual Financial Report
In accordance with the Listing Rules, copies of the following
documents have been submitted to the National Storage
Mechanism:
-- Annual report and accounts 2011 (incorporating the notice of annual general meeting 2012)
-- Form of Proxy
These documents will shortly be available for inspection at the
National Storage Mechanism at www.hemscott.com/nsm.do.
The annual report and accounts for the year ended 31 December
2011 is also available on the Company's website at
www.keller.co.uk. Hard copies have been sent to shareholders.
The annual general meeting will be held at 11.00am on Friday 18
May 2012 at the offices of RBS, 250 Bishopsgate, London EC2M
4AA.
In accordance with DTR 6.3.5, this announcement contains
information in the attached appendix of the principal risk factors,
a responsibility statement and details of related party
transactions which has been extracted in full unedited text from
the Annual Report and Accounts 2011. References to page numbers and
notes in the Appendix refer to those in the Annual Report and
Accounts 2011. A condensed set of financial statements were
appended to the Keller Group plc's preliminary results announcement
issued on 27 February 2012.
For further information please contact:
Jackie Holman
Company Secretary
Appendix
Unedited extract from Annual report and accounts 2011
Principal risks
Risk Description Controls
-------------------------- -------------------------- --------------------------------------------------------------
Market cycles Whilst our business
The Group's broad will always be subject * Strategy of geographic diversification:
base helps to mitigate to economic cycles,
against the risk market risk is reduced
of downturn in our by the diversity of * operations in over 30 countries
markets our markets, both
in terms of geography
and market segment. * growing presence in Australia and developing markets.
It is also partially
offset by opportunities
for consolidation * Broad customer base.
in our highly fragmented
markets. Typically,
even where we are * Services used across all industry segments:
the clear leader, infrastructure, industrial, commercial, residential
we still have a and environmental.
relatively
small share of the
market. Our ability
to exploit these
opportunities
through bolt-on
acquisitions
is reflected in our
track record of growing
sales, and doing so
profitably, across
market cycles.
-------------------------- -------------------------- --------------------------------------------------------------
Tendering and management It is in the nature
of projects. Project of our business that * Risk-based tender approval process, with clear
risk is managed we continually assess delegations of authority.
throughout and manage technical,
the life of a project and other operational,
from the tendering risks. Some of the * Independent review of tenders.
stage to completion controls we have in
place, particularly
at the crucial stage * Formal and informal training for staff in the typical
of tendering of risk issues they may face when tendering for jobs,
contracts, negotiating contracts and executing work.
are set out in the
table opposite. Given
the Group's relatively * Legal review of unusual or onerous contract terms.
small average contract
value (less than
GBP200,000), * Project staff selected on the basis of their skills,
it would be unusual experience of a particular type of project and their
for any one contract workload.
to materially affect
the results of the
Group. Our ability * Establishment of 'centres of excellence'.
to manage technical
risks will generally
be reflected in our * Pre-job meetings undertaken on site.
profitability.
* Formal daily reports generated and reviewed for each
contract in progress. Weekly cost reports produced
for all projects and reviewed by next level
management.
* Periodic reviews of poorly performing contracts to
establish lessons learned with the results
communicated to all relevant staff.
-------------------------- -------------------------- --------------------------------------------------------------
Acquisitions We recognise the risks
Our long-term growth associated with * Target companies are usually well known to Keller;
track record is built acquisitions and the operational and cultural differences and
on a combination and our approach to potential synergies are well understood.
of organic growth buying businesses
and acquisitions aims to manage these
to acceptable levels. * Robust due diligence process, mostly undertaken by
First, we try to get own management.
to know a target company,
often working in joint
venture, to understand * Clear integration plan, reflecting the unique
the operational and character of the target company.
cultural differences
and potential synergies.
This is followed by
a robust due diligence
process, most of which
is undertaken by our
own managers, and
we then develop a
clear integration
plan which takes account
of the unique character
of the target company.
-------------------------- -------------------------- --------------------------------------------------------------
People The risk of losing,
The accumulation or not being able * Excellent training and development opportunities.
of knowledge and to attract, good people
experience is essential is key. We pride
to helping our customers ourselves * Opportunities for career growth.
to find the best in having some of
solution the best professional
and skilled people * Good engagement and two-way communications.
in the industry, who
are motivated by our
culture and the * Employees treated with dignity and respect.
opportunities
for career growth.
-------------------------- -------------------------- --------------------------------------------------------------
Responsibility statement of the Directors in respect of the
annual report and the financial statements
We confirm that to the best of our knowledge:
- 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 or loss
of the Company and the undertakings included in the consolidation
as a whole; and
- the Directors' report, including content contained by
reference, includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
25 Related party transactions
Transactions between the parent, jointly controlled operations
and its subsidiaries, which are related parties, have been
eliminated on consolidation and are not disclosed in this note.
During the year the Group undertook various contracts with a
total value of GBP2.3m (2010: GBP3.3m) for GTCEISU Construccion,
S.A., a connected person of Mr Lopez Jimenez, a Director of the
Company. An amount of GBP1.8m (2010: GBP2.3m) is included in trade
and other receivables in respect of amounts outstanding as at 31
December 2011.
During the year the Group made purchases from GTCEISU
Construccion, S.A. with a total value of GBP3.5m (2010: GBP3.6m).
An amount of GBP1.0m (2010: GBP2.8m) is included in trade and other
payables in respect of amounts outstanding as at 31 December
2011.
Related party transactions were made on an arms-length basis.
All amounts outstanding from related parties are unsecured and will
be settled in cash. No guarantees have been given or received. No
provisions have been made for doubtful debts in respect of the
amounts owed by related parties.
The remuneration of the Directors, who are the key management
personnel and related parties of the Group, is set out below in
aggregate for each of the relevant categories specified in IAS 24 -
Related Party Disclosures.
Key management personnel compensation comprised:
2011 2010
GBPm GBPm
------------------------------ ------ ------
Short-term employee benefits 2.1 1.9
Post-employment benefits 0.2 0.2
------------------------------ ------ ------
2.3 2.1
------------------------------ ------ ------
END
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