REG-Keller Group PLC: Annual Financial Report
13/04/2021 16:10
13 April 2021
Keller Group plc
Annual Report and Accounts for the year ended 31 December 2020 and Notice of
2021 Annual General Meeting
Keller Group plc (“Keller”, the “Company”) announces that its Annual
General Meeting (“AGM”) will be held at 9.00am on Wednesday 19 May 2021 at
the offices of DLA Piper UK LLP, 160 Aldersgate Street, London EC1A 4HT.
In connection with this, the following documents have been posted or otherwise
made available to shareholders:
· Annual Report and Accounts for the year ended 31 December 2020
("Annual Report 2020")
· Notice of AGM
· Proxy Form (in the case of shareholders on the register of
members)
Copies of these documents have been submitted, where appropriate, to the
National Storage Mechanism and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Annual Report 2020 and the Notice of AGM are now available to view on the
Company's website at www.keller.com.
Keller is closely monitoring developments relating to COVID-19 and how this
may affect the arrangements for the AGM. Shareholders should therefore
continue to refer to the Company's website and announcements for any updates
in relation to the AGM, including venue.
In addition, should shareholders wish to ask any questions of the Board
relating to the business of the AGM, they are encouraged to email their
questions in advance to secretariat@keller.com or send them by post to the
Company's registered office for the attention of the Group Company Secretary
and Legal Advisor.
In accordance with the DTR 6.3.5, this announcement contains information in
the attached Appendix about the principal risks and uncertainties, the
Directors’ responsibility statement and note 28 to the accounts on related
party transactions. This information has been extracted in full unedited text
from the Annual Report 2020. This material should be read in conjunction with
and is not a substitute for reading the full Annual Report 2020. References to
page numbers and notes in the Appendix refer to those in the Annual Report
2020. A condensed set of financial statements was appended to the Keller's
preliminary results announcement issued on 9 March 2021.
For further information, please contact:
Keller Group plc www.keller.com
Kerry Porritt, Group Company Secretary and Legal Advisor
020 7616 7575
Silvana Glibota-Vigo, Group Head of Secretariat
Notes to editors:
Keller is the world's largest geotechnical specialist contractor providing a
wide portfolio of advanced foundation and ground improvement techniques used
across the entire construction sector. With around 9,000 staff and operations
across five continents, Keller tackles an unrivalled 6,000 projects every
year, generating annual revenue of more than £2bn.
LEI number: 549300QO4MBL43UHSN10
Classification: 1.1 (Annual financial and audit reports)
Appendix
Unedited extract from Annual Report 2020
Principal risks and uncertainties
The table on the following pages lists the principal risks and uncertainties
as determined by the Board that may affect the Group and highlights the
mitigating actions that are being taken. The content of the table, however, is
not intended to be an exhaustive list of all the risks and uncertainties that
may arise.
The COVID-19 pandemic is having and will continue to have an impact across the
entire organisation. We have incorporated commentary into affected principal
risks, which we will continue to manage centrally as well as regionally.
Key: Strategy lever Key: Risk movement
1 Balanced portfolio Increased risk Reduced risk
2 Engineered solutions
3 Operational excellence
4 Expertise and scale Constant risk Link to
viability
Financial risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Inability to finance our business Insufficient levels of funding, whether from operating cash flow or external financing facilities, that are necessary to support the business. Link to strategic lever: 3, 4 A lack of available funds restricts investment in growth opportunities, whether through acquisition or innovation. In an extreme circumstance, the lack of available funds could lead to a failure of the Group to continue as a going concern. Mixture of long-term committed debt with varying maturity dates which comprise a £375m revolving credit facility with a maturity Constant risk Link to viability
extended to November 2025 and a US private placement debt of $125m ($50m note maturing in 2021 and $75m note maturing in 2024).
Active and open communication with the revolving credit facility banking group ensures that it understands the Group’s financial
performance and is supportive of funding requirements. Strong free cash flow profile with the ability to turn off capital
expenditure and reduce dividends. Embedded procedures to monitor the effective management of cash and debt, including weekly
cash reports and regular cash flow forecasting to ensure compliance with borrowing limits and lender covenants. Culture focused
on actively managing our working capital; the annual bonus plan is linked to executive remuneration through an operating cash
flow metric. Please see the Directors’ remuneration report for further information on metrics. Monitoring of and response to
external factors that may affect funding availability; as a result of the strong cash management, even taking account of the
impact of COVID-19, the Board announced in November 2020 reduced leverage guidance from 1.0x-1.5x to 0.5x-1.5x.
Market risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
A rapid downturn in our markets Inability to maintain a sustainable level of financial performance throughout the construction industry market cycle, which grows more than many other industries during periods of economic expansion and falls more harder than many other industries when the economy contracts. Link to strategic lever: 1, 2 Reduction in the demand for our products and services may lead to a significant deterioration in financial performance, including cash flow generation. In an extreme circumstance, reduced cash flow generation could lead to a failure of the Group to continue as a going concern. The diverse markets in which the Group operates, both in terms of geography and market segment, provide protection to individual Constant risk Link to viability While we expect a slight shrinking of the construction market in 2021 and an adverse impact on our order book, we will mitigate through our exposure across a number of sectors of the construction market and are well placed to take advantage of opportunities, especially in infrastructure. We will continue to monitor this risk closely, paying close attention to any impact on the size of our order book and take appropriate mitigating actions.
geographic or segment slowdowns. Since March 2020, COVID-19 has caused a decrease in economic activity in several of the
markets in which we operate. Whilst the Group has shown good resilience to this change, it is likely that COVID-19 will continue
to depress the economies in affected markets over the next 12 months. This may cause a reduction in activity in the construction
sector which adversely affects the Group’s order book. Having strong local businesses with in-depth knowledge of the local
markets enables early detection and response to market trends. Leveraging the global scale of the Group, talent and resources
can be redeployed to other parts of the company during individual market slowdowns. The diverse customer base, with no single
customer accounting for more than 3% of group revenue, reduces the potential impact of individual customer failure caused by an
economic downturn.
Strategic risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Failure to procure new contracts on satisfactory terms Increasing competition, changing customer requirements or a loss of technological advantage results in a failure to continue to win and retain contracts on satisfactory terms and conditions in our existing and new target markets. Link to strategic lever: 1, 2, 3, 4 Failure to negotiate satisfactory and appropriate contractual terms may result in delays and disputes during project delivery, negatively impacting our relationships with our customers and the Group’s reputation for delivering quality products and solutions. Inability to enter into commercially viable contracts may have a negative effect on the profitability of our projects and prevent the Group from achieving its targets. A focus on understanding customers’ requirements and competitors’ capabilities. Structured bid review processes in operation Increased risk In addition to a potential adverse impact on our order book as a result of a downturn in our markets due to COVID-19, it is possible that there is increased competition for a reduced number of contracts within those markets. This may increase pressure on bid pricing and potentially erode contract margins. We will continue to monitor any increased pressure on contract margins and take appropriate mitigating actions.
throughout the Group with well-defined selection criteria that are designed to ensure we take on contracts only where we
understand and can manage the risks involved. The Project Lifecycle Management (PLM) Standard has introduced more rigour into
how risks are considered during the opportunity, contract approval and project execution phases. Sales training, which includes
a focus on contractual and commercial terms.
Strategic risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Losing our market share Inability to achieve sustainable growth, whether through acquisition, new products, new geographies or industry-specific solutions, may jeopardise our position as the preferred international geotechnical specialist contractor. Link to strategic lever: 1, 2 Delivering sustainable growth is a key component of our strategy. Failure to deliver on our key strategic objective may result in the loss of confidence and trust of our key stakeholders including investors, financial institutions and customers. A clear business strategy with defined short, medium and long-term objectives, which is monitored at local, divisional and group Constant risk Link to viability
level. Continued analysis of existing and target markets to ensure opportunities that they offer are understood. An
opportunities pipeline covering all sectors of the construction market. A wide-ranging local branch network which facilitates
customer relationships and helps secure repeat work. Continually seeking to differentiate our offering through service quality,
value for money and innovation. North American businesses reorganisation delivering on cross-selling opportunities. However,
due to COVID-19 there is an economic squeeze globally, increasing pressure on volume/market share. Minimising the risk of
acquisitions, including getting to know a target company in advance, often working in joint venture, to understand the
operational and cultural differences and potential synergies. As well as undertaking these through due diligence and structured
and carefully managed integration plans.
Ethical misconduct and non-compliance with regulations Keller operates in many different jurisdictions and is subject to various rules, regulations and other legal requirements including those related to anti-bribery and anti-corruption. There is a risk that the Group fails to maintain the required level of compliance. Link to strategic lever: 3, 4 Non-compliance with relevant laws and regulations could lead to substantial damage to Keller’s reputation and/or large financial penalties. Losing the trust of our customers, suppliers and other stakeholders would have an adverse effect on our ability to deliver against our strategy and business objectives. A Code of Business Conduct that sets out minimum expectations for all colleagues in respect of ethics, integrity and regulatory Constant risk Link to viability Strengthened communication of Keller’s tone at the top and a renewed focus on risk management and internal control have maintained the exposure of this risk.
requirements and is backed by a training programme to ensure that it is fully embedded across the Group. A clear and
confidential externally run ‘whistleblowing’ facility encouraging employees to report any suspected misconduct. An Ethics and
Compliance Officer at every business unit who supports the ethics and compliance culture and ensures best practice developed by
the Group is communicated and embedded into local business practices. Regular workshops across the Group to ensure compliance
risks are identified and addressed.
Strategic risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Inability to maintain our technological product advantage Keller has a history of innovation that has given us a technological advantage which is recognised by our clients and competitors. Inability to maintain this advantage through the continued technological advancements in our equipment, products and solutions may impact our position in the market. Link to strategic lever: 1, 2 Without a structured innovation approach, including sufficient investment, Keller may lose its completive advantage. The Keller Innovation Board works closely with business units, divisions and global product teams to ensure a structured Constant risk
approach to innovation is in place across the Group. Keller’s continued investment in both external and internal equipment
manufacture. Keller Data AcQuisition (KDAQ), a group-wide innovation project, will bring information together and make it
accessible in one simple and concise platform. It will include all technical information from Keller and third-party sources at
each stage of delivery, including data analysis and visualisations where possible, and it will also be BIM-compatible.
Changing environmental factors Changes in environmental legislation and relevant standards that impact our product and service offerings and an increasingly active public response to environmental concerns in the sectors in which we operate. Link to strategic lever: 3 Inability to achieve Keller’s commitment to deliver solutions in an environmentally conscious manner may have a negative impact on our reputation, affect employee morale and lead to loss of confidence from our customers, suppliers and investors. Product offerings become obsolete because they are no longer compliant with environmental standards. We may be required to remediate at our own cost to attain compliance. Collaboration with the University of Surrey’s Centre for Environment and Sustainability to apply sustainability best practice to Constant risk While the focus around environmental legislation is increasing, we believe this will present opportunities to us that we are well placed to exploit. Our increasing activity to improve sustainability over and above our peers will ensure we are ready to take opportunities as they arise.
all business functions. A Sustainability Steering Group is responsible for integrating sustainability targets and measures into
the group business plan to successfully drive changes important to the company. Scope 1 and 2 carbon emissions verified by
accredited external third party (Carbon Intelligence). Carbon Calculator tool used to identify/improve carbon efficiency.
Project team created to develop processes to meet Task Force on Climate-related Financial Disclosures (TCFD) requirements.
Further details can be found in the ESG and sustainability section on pages 40 to 53.
Operational risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Service or solutions failure In designing a product or a solution for customers many factors need to be considered including Failure to meet quality standards could damage our reputation, result in regulatory action and legal liability, and impact financial performance. The liability limitation period of our products is generally 12 years; consequently, a poorly designed product/solution could have an impact on our long-term profitability. Continuing to enhance our technological and operational capabilities through investment in our product teams, project managers and our engineering capabilities. Employing geotechnical engineers that are focused purely on design. Disaster Recovery/Business Continuity Plans in place across the Group. The global product teams set standards, provide guidance and disseminate best practice across the organisation for our eight key products. We seek to agree liability limits in our contracts with customers. Insurance solutions are in place to limit Constant risk Link to viability
client requirements, site and loading conditions and local constraints (eg neighbouring buildings, other underground financial exposure of a potential customer claim.
structures). Inadequate design of a customer product and/or solution may lead to an inability to achieve the required standard.
Misinterpretation of client requirements or miscommunication of requirements by the client may lead to a poorly designed
solution and consequently failure. Link to strategic lever: 2, 4
Operational risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Ineffective execution of our projects Failure to manage our projects to ensure that they are delivered on time and to budget due to unforeseen ground and site conditions, weather-related delays, unavailability of key materials, workforce shortages or equipment breakdowns. Link to strategic lever: 3, 4 Inability to successfully deliver projects in line with the agreed customer requirements may result in cost overruns, contractual disputes and reputational damage. Ineffective project delivery may also expose the Group to long-term obligations including legal action and additional costs to remedy solution failure. Ensuring we understand all of our risks through the bid appraisal process and applying rigorous policies and processes to manage Constant risk Link to viability
and monitor contract performance. Ensuring we have high-quality people delivering projects. Keller’s Project Management Academy
and Field Leadership Academy are designed to create project managers with a consistent skill set across the entire organisation.
The academies cover a broad range of topics including contract management, planning, risk assessment, change management,
decision-making and finance. KDAQ system enabling comparison of performance across sites using similar products, identification
of areas of best practice and quickly raising awareness of where improvement is needed. Safety Standards for operations (eg
platform, cage handling), Equipment Standards and fleet renewal. The PLM Standard drives a consistent approach to project
delivery with robust controls at every project phase. A formal, structured approach to LEAN and 5S across the organisation is
being embedded, which is improving processes and strengthening Keller’s working culture.
Operational risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Causing a serious injury or fatality to an employee or a member of the public Failure to maintain high standards of health and safety, and an increase in serious injuries or fatalities leading to an erosion of trust of employees and potential clients. Link to strategic lever: 3 Inability to maintain a positive health and safety culture may lead to damage to morale, an increase in employee turnover rates and a decrease in productivity. Deterioration in health and safety performance may lead to loss of customer, supplier and partner confidence and damage to our reputation in an area that we regard as a top priority. Board-led commitment to drive health and safety programmes and performance with a vision of zero harm. An emphasis on safety Constant risk Link to viability
leadership to ensure both HSEQ professionals and operational leaders drive implementation and sustainment of our safety
standards through ongoing site presence, using safety tours, safety audits, safety action groups and mandatory employee
training. Ongoing improvement of existing HSEQ systems to identify and control known and emerging HSEQ risks, which conform to
internal standards. Incident Management Standard and incident management software driving a robust and consistent management
process across the organisation that ensures the cause of the incident is identified and actions are put in place to prevent
recurrence.
Not having the right skills to deliver Inability to attract and develop excellent people to create a high-quality, vibrant, diverse and flexible workforce. Link to strategic lever: 2, 3, 4 Failure to maintain satisfactory performance in respect of our current projects and failure to deliver our strategy and business targets for growth. Continuing to invest in our people and organisation in line with the four pillars of the Keller People agenda as noted below. Constant risk
Ensuring that the ‘Right Organisation’ is in place with people having clear accountabilities; each organisational unit is
properly configured with a matrix of line management, functional support and product expertise. As industry leader, that Keller
is made up of ‘Great People’ that are well trained, motivated and have opportunities to develop to their full potential. Project
managers and field employees receive comprehensive training programmes which cover a broad range of topics including contract
management, planning, risk assessment, change management, decision?making and finance. A strong focus on the ‘Exceptional
Performance’ of employees in delivering commercial outcomes safely for Keller based upon project successes for our customers.
Business leaders are incentivised to deliver their annual financial and safety commitments to the Group. The ‘Keller Way’
provides guidance to the company’s employees and leaders to comply with local laws and work within Keller’s values and Code of
Business Conduct.
Operational risk
Risk Potential impact Demonstrable mitigation Risk movement (since 2019)
Risk of potential disruption in the business operations, reputational damage and/or loss or corruption of data through external or internal technical threats and malicious action Information security and cyber threats are a concern across industries worldwide. The introduction of digital solutions such as InSite and KDAQ increases the Group’s reliance on IT and its inherent cyber risk exposure. Link to strategic lever: 3, 4 Cyber security breach could result in leakage of proprietary information, operational disruptions, and loss of employee and customer data. Building a cyber security and information assurance team and services. Building a zero trust layered technology capability. Constant risk The threat landscape continues to evolve each year and so we continue to adapt our monitoring, detection, prevention and education processes to maintain a balanced risk perspective. We assess cyber risks and determine appropriate actions for our business. Existing capabilities continue to be deployed and enhanced if needed. As an example, having seen in 2020 the rise in the number of ransomware attacks and the increased number of reported attacks that target backup as well as production environments across all industries, we shall implement in 2021 a backup solution for key services that is immutable and cannot be encrypted.
Creation of an Information Security Management System framework, referencing industry standards to ensure appropriate
governance, control and risk management and then onward management for compliance, maturity and development of service.
Introduction of technical capabilities and services to further enable prevention, detection, prediction and response services.
Multi-factor authentication for all users prevents unauthorised access to Keller’s networks and applications. Advanced threat
protection on all IT equipment delivers comprehensive, ongoing and real-time protection against viruses, malware and spyware.
Data protection framework to ensure compliance with the General Data Protection Regulation (GDPR) and other standards of data
protection.
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 Strategic report and the Directors’ report, including content
contained by reference, includes a fair review of the development and
performance of the business and the position and performance 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.
The Board confirms that the Annual Report and the financial statements, taken
as a whole, are fair, balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position and performance,
business model and strategy.
28 Related party transactions
Transactions between the parent, its subsidiaries and joint operations, which
are related parties, have been eliminated on consolidation. Other related
party transactions are disclosed below:
Compensation of key management personnel
The remuneration of the Board and Executive Committee, who are the key
management personnel, comprised:
2020 £m 2019 £m
Short-term employee benefits 8.3 5.4
Post-employment benefits 0.4 0.4
Termination payments 0.4 0.2
9.1 6.0
Other related party transactions
As at the year end there was a net balance of £0.1m owed by (2019: £0.2m
owed to) the joint venture. These amounts are unsecured, have no fixed date
of repayment and are repayable on demand.
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