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REG-Keller Group Plc: Annual Financial Report

9 April 2024

 

Keller Group plc

 

Annual Report and Accounts for the year ended 31 December 2023 and Notice of
2024 Annual General Meeting

 

Keller Group plc (“Keller”, the “Company”) announces that its Annual
General Meeting will be held at 10.00am on Wednesday 15 May 2024 (“AGM
2024”) 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 2023
("Annual Report 2023")

·      Notice of AGM 2024

·      Proxy Form (for shareholders on the register of members)

·      Form of Direction (for employee shareholders)

·      Notice of Availability

 

In compliance with Listing Rule 9.6.1R, copies of these documents have been
submitted, where appropriate, to the National Storage Mechanism via the FCA's
Electronic Submission System and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

We have also submitted the Annual Report 2023 in the electronic reporting
format required by Disclosure Guidance and Transparency Rule (“DGTR”)
4.1.14R; and the Annual Report 2023 and the Notice of AGM 2024 are now
available to view on the Investors section of the Company's website at
Investor centre | Keller Group plc (https://investors.keller.com/).

 

The Board is keen to ensure that shareholders are able to exercise their right
to participate in the meeting. Details on how to submit a proxy vote
electronically, by post, online through CREST or Proxymity are set out in the
Notice of AGM 2024.

 

Should shareholders wish to ask any questions of the Board relating to the
business of the AGM 2024, 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 DGTR 6.3.5R, this announcement contains information in the
Appendix about the principal risks and uncertainties, the Directors’
responsibility statement and note 29 to the accounts on related party
transactions. This information has been extracted in full unedited text from
the Annual Report 2023. This material should be read in conjunction with and
is not a substitute for reading the full Annual Report 2023. References to
page numbers and notes in the Appendix refer to those in the Annual Report
2023. A condensed set of financial statements was appended to the Keller's
preliminary results announcement issued on 5 March 2024.

 

For further information, please contact:

 Keller Group plc  www.keller.com  

Silvana Glibota-Vigo, Group Head of Secretariat  020 7616 7575

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 9,500 staff and operations
across five continents, Keller tackles an unrivalled 5,500 projects every
year, generating annual revenue of c.£3bn.

LEI number:        549300QO4MBL43UHSN10

DGTR 6 Annex 1 Classification:     1.1 (Annual financial and audit
reports)

 

Appendix

Principal risks and uncertainties

We list on the following pages 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.

Link to strategy

1 Balanced portfolio   2 Engineered solutions

3 Operational excellence  4 Expertise and scale

 

Risk movement since 2022 and link to viability

Increased risk  Constant risk  Reduced risk  

Timeframe

Short term  Medium term  Long term

 

Financial risk

1 Inability to finance our business

 Description and impact                                                                                                                                                                                                               Causes                                                                                                   Mitigation and internal controls                                                                                                                                                                                                                                               Movement since 2022                                                                                                             
 Failure to sufficiently and effectively manage the financial strength of the Group could lead it to: * Fail to meet required tests that allow it to continue to use the going concern basis in preparing its financial statements.   * Failure to accurately forecast material exposures and/or manage the financial resources of the Group.  * Centralised Treasury function that is responsible for managing key financial risks, including liquidity and credit capacity.                                                                                                                                                 Reduced risk  New $300m US private placement secured, along with strong operational performance throughout 2023, demonstrate    
 * Fail to meet financial covenant tests, potentially leading to a default event.                                                                                                                                                                                                                                                              * Mixture of long-term committed debt with varying maturity dates which comprise a £375m revolving credit facility with a maturity extended to November 2025 and a new US private placement debt of $300m, with $120m maturing in 2030 and $180m maturing in 2033. There is    clear ability to manage both existing and future risks. Negotiations to refinance the existing revolving credit facility will   
 * Have a lack of available funds, restricting investment in growth opportunities, whether through acquisition or innovation.                                                                                                                                                                                                                  $75m of US private placement maturing in 2024.                                                                                                                                                                                                                                 commence in Q1 2024.                                                                                                            
 * Be unable to meet dividend payment requirements.                                                                                                                                                                                                                                                                                            * The Group maintains significant undrawn facilities within a high-quality RCF bank syndicate, which underpin the liquidity requirements of the Group.                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                               * Strong free cash flow profile – flexibility on capital expenditure and ability to 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 and monitoring external factors that may affect funding availability.                                                                                                                                                                                                                                                                               

 

Link to strategy   3 / 4

Link to viability  Yes

Timeframe                  Medium / Long term

 


Market risk

2   A rapid downturn in our markets

 

 Description and impact                                                                                                          Causes                                                                                                   Mitigation and internal controls                                                                                                                                                                 Movement since 2022                                                                                                                                                                                                                                                                                 
 Inability to maintain a sustainable level of financial performance throughout the construction industry market cycle, which     * Customers postponing or reducing investment in ongoing and new projects.                               * The diverse markets in which the Group operates, both in terms of geography and market segment, provide protection to individual geographic or segment slowdowns.                              Constant risk  The Group continues to maintain a very strong order book across all divisions at near record levels. However, due to increasing inflation, higher interest rates and, geopolitical uncertainty, we are seeing some early signs of customers delaying project starts and investment.  
 grows more than many other industries during periods of economic expansion and falls more harder than many other industries when * Impact of increasing inflation, especially in steel, cement and energy.                                * Leveraging the global scale of the Group, talent and resources can be redeployed to other parts of the company during individual market slowdowns.                                                                                                                                                                                                                                                                                                                                                 
 the economy contracts. Any significant, sustained reduction in the level of customer activity could adversely affect the Group’s * Political instability leading to disruption in supply chains impacting both availability and price.    * Having strong local businesses with in-depth knowledge of the local markets enables early detection and response to market trends.                                                                                                                                                                                                                                                                                                                                                                 
 strategy, reducing revenue and profitability in the short and medium term, and negatively impact the longer-term viability of   *                                                                                                        * The diverse customer base, with no single customer accounting for more than 4% of Group revenue, reduces the potential impact of individual customer failure caused by an economic downturn.                                                                                                                                                                                                                                                                                                       
 the Group.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

 

Link to strategy    1 / 2 

Link to viability  Yes

Timeframe  Medium / Long term

Strategic risks

3  Failure to procure new contracts while maintaining appropriate margins

 Description and impact                                                                                                                                                                                                                                                    Causes                                                                                                                    Mitigation and internal controls                                                                                                                                                                                         Movement since 2022                                                                                                             
 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.     * Increased competition especially in tight or contracting markets.                                                       * A focus on understanding customer requirements and competitor capabilities.                                                                                                                                            Constant risk  We continue to maintain a strong order book with improving margins during 2023. We are also seeing increased     
 * Adverse impact on the Group’s strategy leading to reduced revenue and profitability and negatively impacting the Group’s ability to fund its strategic objectives.                                                                                                      * Failure to fully understand and/or ability to meet customer requirements.                                               * Structured bid review processes in operation 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.    competition on contracts within our markets with increased pressure on bid pricing from our customers that along with           
 * Increased cost of insurance and deductible.                                                                                                                                                                                                                             * Inadequate resources in place (physical assets and people).                                                             * The Project Lifecycle Management (PLM) Standard has introduced more rigour into how risks are considered during the opportunity, contract approval and project execution phases.                                       inflationary pressures could potentially erode contract margins. Significant increase in the cost of insurance along with       
                                                                                                                                                                                                                                                                           * Failure to understand and engage with customer on balanced approach to allocation or sharing of risk in the contract.   * Sales training – focus on contractual and commercial terms.                                                                                                                                                            increased self-insured and deductible limits will require a renewed communication across Keller with a focus on minimising our  
                                                                                                                                                                                                                                                                                                                                                                                                     * Continuous monitoring of market trends and their potential impact.                                                                                                                                                     exposure to unnecessary risk and contractually limiting our liability wherever possible. Work to refresh and refocus the PLM    
                                                                                                                                                                                                                                                                                                                                                                                                     * Continuous monitoring of order book wins and losses.                                                                                                                                                                   Standard focusing on project performance management, hence renaming it PPM (Project Performance Management), is almost complete. 

 

Link to strategy   1 / 2 / 3 / 4

Link to viability  No

Timeframe  Short / Medium / Long term

4  Losing our market share

 Description and impact                                                                                                                                                                                                                  Causes                                                                                               Mitigation and internal controls                                                                                                                                                                                                                                                                                           Movement since 2022                                                                                                             
 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.   * Increased competitor activity especially in tight or contracting markets.                          * A clear business strategy with defined short, medium and long-term objectives, which is monitored at local, divisional and Group level.                                                                                                                                                                                  Constant risk  We continued to see very strong improvement across the US in 2023, where we are providing a wider range of our   
 * Lead to inefficiencies and increased operating costs, which in turn could impact our ability to deliver balanced profitable growth, which is a key component of our strategy.                                                         * Failure to adjust to changing customer demands or fully understand and meet their requirements.    * Continued analysis of existing and target markets to ensure opportunities that they offer are understood.                                                                                                                                                                                                                products across more locations following the successful execution of the One Keller project in 2021. This focus is also showing 
 * 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.                                                   * Inability to identify changes in market demands, including changes to promote sustainability.      * An opportunities pipeline covering all sectors of the construction market.                                                                                                                                                                                                                                               success in the other divisions as they diversify their available product range to maintain and grow our market share.           
                                                                                                                                                                                                                                         *                                                                                                    * 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.                                                                                                                                                                                                                                                                                                                                                                      
                                                                                                                                                                                                                                                                                                                                              * 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.                                                                                                                                   

 

Link to strategy   1 / 2

Link to viability  Yes

Timeframe  Short / Medium / Long term

 

 

5   Ethical misconduct and non-compliance with regulations

 Description and impact                                                                                                                                                                                                                                                                                                                     Causes                                                                                                                                                     Mitigation and internal controls                                                                                                                                                                                                                                       Movement since 2022                                                                                                             
 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. Failure to comply with the Code of Business Conduct or other regulations could leave the Group exposed to: * Instances of bribery and corruption.   Failure to comply with the Code of Business Conduct or related policies and procedures could stem from: * Failure to establish robust corporate culture.   * A Code of Business Conduct that sets out minimum expectations for all colleagues in respect of ethics, integrity and regulatory requirements, that is updated annually and is backed by a training programme to ensure that it is fully embedded across the Group.   Constant risk  Following on from the financial reporting fraud in the Austral business discovered in late 2022, a specific      
 * Fraud and deception.                                                                                                                                                                                                                                                                                                                     * Failure to adopt a compliance risk approach.                                                                                                             * Ethics and Compliance Officers in every business unit who support the ethics and compliance culture and ensure best practice developed by the Group is communicated and embedded into local business practices.                                                      controls response plan was developed and executed in 2023. This plan covered the specific control failings in Austral and a     
 * Human rights abuses, such as modern slavery, child labour abuses and human trafficking.                                                                                                                                                                                                                                                  * Failure to embed the Group’s values and behaviours across the entire organisation, including any joint ventures.                                         * Regular workshops across the Group to ensure compliance risks are identified and addressed.                                                                                                                                                                          wider review across Keller. All elements of the plan are either completed or progressing well and owned by a senior leader in   
 * Unfair competition practices.                                                                                                                                                                                                                                                                                                            * Failure to have a robust training and monitoring programme in place.                                                                                     * Ethics and compliance updates to the Audit and Risk Committee semi-annually.                                                                                                                                                                                         the business.                                                                                                                   
 * Unethical treatment within our supply chain.                                                                                                                                                                                                                                                                                             * Deliberate non-compliance.                                                                                                                               * An independent third-party whistleblowing helpline that is actively promoted. Complaints are independently investigated by the Compliance and Internal Audit teams and appropriate action taken where necessary.                                                                                                                                                                                     
  These failures could result in legal investigations, leading to fines and penalties, reputational damage and business losses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

Link to strategy   3 / 4

Link to viability  Yes

Timeframe  Short term

 

 

6   Inability to maintain our technological product advantage

 Description and impact                                                                                                          Causes                                                             Mitigation and internal controls                                                                                                                                                                    Movement since 2022  
 Keller has a history of innovation that has given us a technological advantage which is recognised by our clients and           * Failure to maintain investment in innovation and digitisation.   * Innovation initiatives developed at both Group and divisional level to ensure a structured approach to innovation is in place across the Group.                                                   Constant risk        
 competitors. Failure to maintain this advantage through the continued technological advancements in our equipment, products and * Increased competitor investment in innovative solutions.         * Innovation in low carbon materials (cement, concrete, cement-free binders), by carrying out field trials and collaborating with cement suppliers and other companies innovating in this space.                         
 solutions may: * Impact our position in the market.                                                                             * Failure to continue to invest in our people.                     * Digitisation initiatives focusing on strategy of facilitating equipment and operational data capture.                                                                                                                  
 * Result in us not being selected for key complex, high-value projects that support the Group strategy.                         *                                                                  * We take a leadership role in the geotechnical industry, with many of our team playing key roles in professional associations and industry activities around the world.                                                 
 * Make it more difficult to attract and retain the best talent.                                                                                                                                    * Global product teams set standards, provide guidance and disseminate best practice across the Group.                                                                                                                   
 * Result in the loss of reputation for delivering the best engineered solutions.                                                                                                                   * Continued investment in both external and internal equipment manufacture.                                                                                                                                              

 

 

Link to strategy   1 / 2

Link to viability  No

Timeframe  Medium / Long term

 

 

7   Climate change

 Description and impact                                                                                                          Causes                                                                                    Mitigation and internal controls                                                                                                                                                                                                                                                                                                                   Movement since 2022                                                                                                                                                                                                                                                                                                                                
 Climate change is a global threat and failure to manage and mitigate it could lead to: * An inability to achieve Keller’s       * Failure to update product offerings in line with both legislation and customer demand.  Sustainability Steering Committee that is responsible for integrating sustainability targets and measures into the Group business plan to successfully drive changes important to the company. * Collaboration with the University of Surrey’s Centre for Environment and Sustainability to apply sustainability best practice to all business     Constant risk  We are starting to win project opportunities related to climate impact. This is tempered by the introduction of more legislation relating to climate impact, eg proposed new restriction for federal construction projects in the US. We continue to focus on delivering against our sustainability targets and meeting TCFD        
 commitment to deliver solutions in an environmentally conscious manner, which may in turn have a negative impact on our                                                                                                   functions.                                                                                                                                                                                                                                                                                                                                         reporting requirements.                                                                                                                                                                                                                                                                                                                            
 reputation, affect employee morale and lead to a loss of confidence from our customers, suppliers and investors.                                                                                                          * Scope 1 and 2 carbon emissions verified by accredited external third party (Carbon Intelligence).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 * Product offerings becoming obsolete because they are no longer compliant with environmental standards.                                                                                                                  * Carbon calculator tool used to identify/improve carbon efficiency.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
 * Remediation of non-compliant work at our own expense to maintain compliance.                                                                                                                                            * Project team created to develop and embed processes to meet TCFD requirements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

 

Link to strategy   1 / 2 / 3 / 4

Link to viability  Yes

Timeframe  Short / Medium / Long term

 

 

 

 


Operational risks

8   Service or solutions failure

 Description and impact                                                                                                          Causes                                                                                                                                                         Mitigation and internal controls                                                                                                                                     Movement since 2022  
 In designing a product or a solution for customers many factors need to be considered including client requirements, site and   * Misinterpretation of client requirements or miscommunication of requirements by the client may lead to a poorly designed solution and consequently failure.  * Continuing to enhance our technological and operational capabilities through investment in our product teams, project managers and our engineering capabilities.   Constant risk        
 loading conditions and local constraints (eg neighbouring buildings, other underground structures). Inadequate design of a                                                                                                                                                                     * Employing geotechnical engineers that are focused purely on design.                                                                                                                     
 customer product and/or solution may lead to: * An inability to achieve the required standard.                                                                                                                                                                                                 * Disaster Recovery/Business Continuity Plans in place and reviewed across the Group.                                                                                                     
 * Failure to meet quality standards, damaging our reputation, giving rise to regulatory action and legal liability, and                                                                                                                                                                        * The global product teams set standards, provide guidance and disseminate best practice across the organisation for our eight key products.                                              
 ultimately impacting financial performance.                                                                                                                                                                                                                                                    * We seek to agree liability limits in our contracts with customers.                                                                                                                      
 * A negative impact on long-term profitability from poorly designed product/solution as they are generally covered by a                                                                                                                                                                        * Insurance solutions are in place to limit financial exposure of a potential customer claim.                                                                                             
 liability limitation period of 12 years.                                                                                                                                                                                                                                                                                                                                                                                                                                                 

 

Link to strategy   2 / 4

Link to viability  Yes

Timeframe  Short / Medium / Long term

 

9   Ineffective execution of our projects

 Description and impact                                                                                                                                                   Causes                                                                                                                                                                                                                                         Mitigation and internal controls                                                                                                                                                                                                                                                                                                                                                            Movement since 2022                                                                                                             
 Inability to successfully deliver projects in line with the agreed customer requirements may result in: * Cost overruns, contractual disputes and reputational damage.   * 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.   * Ensuring we understand all of our risks through the bid appraisal process and applying rigorous policies and processes to manage and monitor contract performance.                                                                                                                                                                                                                        Constant risk  The number of projects not executed to expectation in 2022 was above the long-term average, adversely impacted by 
 * Ineffective project delivery may also expose the Group to long-term obligations including legal action and additional costs to remedy solution failure.                * Lack of comprehensive understanding of contract obligations.                                                                                                                                                                                 * 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.      persistently high inflation across North America and Europe. This trend has improved throughout 2023 along with the work under  
                                                                                                                                                                          * Inadequate resources (people, physical assets and materials).                                                                                                                                                                                * Safety Standards for operations (eg platform, cage handling), Equipment Standards and fleet renewal.                                                                                                                                                                                                                                                                                      way to update the PLM Standard focusing on project performance management. This will put in place better controls to ensure     
                                                                                                                                                                                                                                                                                                                                                                                                                         * The PLM Standard aims to drive a consistent approach to project delivery with robust controls at every project phase. This is currently being updated and will be renamed PPM (project performance management). Alongside the updated standard will be an app to support the efficient and effective execution of projects.                                                               continued effective execution of projects across Keller.                                                                        
                                                                                                                                                                                                                                                                                                                                                                                                                         * A formal, structured approach to Lean and 5S is being rolled out across the organisation, which is improving processes and strengthening Keller’s working culture.                                                                                                                                                                                                                                                                                                                                                        

 

Link to strategy   3 / 4

Link to viability  Yes

Timeframe  Short term

10  Supply chain – partners fail to meet the Group’s operational
expectation and contractual obligations (including capacity, competency,
quality, financial stability, safety, environmental, social and ethical)

 Description and impact                                                                                                                         Causes                                                                                                  Mitigation and internal controls                                                                                                                                                                                                                                                                 Movement since 2022                                                                                                             
 Failure to manage suppliers effectively could lead to: * Delays to executing projects waiting for materials and ongoing business disruption.   * Failure to embed the Group’s expectation within the procurement process.                              * The Group has developed long-term partnerships with key suppliers, working closely with them to understand their operations, but is not over-reliant on any single one, with an extensive network of approved suppliers in place across the organisation to support its strategic ambitions.   Constant risk  Supply chain issues, especially availability of certain materials (steel, cement and energy) continue to show    
 * Additional costs to find alternative suppliers.                                                                                              * Inadequate assessment of supply chain partner capabilities during bidding phase.                      * A Supply Chain Code of Business Conduct that sets out minimum expectations for all suppliers in respect of ethics, integrity and regulatory requirements, that is updated annually.                                                                                                            signs of easing. Pricing is still adversely impacted by the persistently high inflation, but this too is beginning to show signs 
 * Becoming involved in legal disputes and potentially fines and penalties.                                                                     * Lack of supplier resilience due to rising costs of energy as a result of geopolitical uncertainty.    * Working group established, reporting to the Group Company Secretary and Legal Advisor, to drive minimum standards, both contractually and behaviourally, across key labour suppliers.                                                                                                          of abating. While pressure remains as a result of the geopolitical uncertainty, it is being better managed as demand cools      
 * Damaging our reputation and potentially being barred from bidding on future contracts.                                                       * Lack of supply availability due to increased demand from and too little supply.                                                                                                                                                                                                                                                                                                                        slightly as interest rate increases take effect on some investment decisions. In 2023 we carried out an independent legal       
 * Human rights abuses, such as modern slavery, child labour abuses and human trafficking.                                                      * Inflation driving up prices.                                                                                                                                                                                                                                                                                                                                                                           assessment of our human rights and modern slavery standards and processes. Consequently, we have introduced a Human Rights      
                                                                                                                                                * Logistical impact causing delays due to lack of HGV drivers.                                                                                                                                                                                                                                                                                                                                           Policy, updated our Supply Chain Code of Business Conduct and supplier contractual clauses and put in place more rigorous due   
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         diligence processes across our supply chain.                                                                                    

 

 

Link to strategy   3 / 4

Link to viability  Yes

Timeframe  Short / Medium / Long term

11   Causing a serious injury or fatality to an employee or a member of the
public

 Description and impact                                                                                                                                                             Causes                                                                             Mitigation and internal controls                                                                                                                                                                                                            Movement since 2022  
 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.   * Inadequate risk identification, assessment and management.                       * Board-led commitment to drive health and safety programmes and performance with a vision of zero harm.                                                                                                                                    Constant risk        
 * Damage to staff morale, an increase in employee turnover rates and a decrease in productivity.                                                                                   * Lack of clear leadership driving the safety culture.                             * An emphasis on safety 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                        
 * Threat of potential criminal prosecutions, fines, disbarring from future contract bidding and reputational damage.                                                               * Lack of employee competency.                                                     groups and mandatory employee training.                                                                                                                                                                                                                          
                                                                                                                                                                                    * Poorly designed processes that do not eliminate or mitigate risk.                * Ongoing improvement of existing HSEQ systems to identify and control known and emerging HSEQ risks, which conform to internal standards.                                                                                                                       
                                                                                                                                                                                    * Lack of focus on the wellbeing and mental health of employees and JV partners.   * 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.                                                                                                                                                                                                                                                      

 

Link to strategy   3

Link to viability  Yes

Timeframe  Short term

12   Not having the right skills to deliver

 Description and impact                                                                                                                                                                                           Causes                                                                                                                     Mitigation and internal controls                                                                                                                                                                                                                                                                                                                                         Movement since 2022                                                                                                             
 Failure to attract and develop excellent people to create a high-quality, vibrant, diverse and flexible workforce could: * Harm the Group’s ability to win or execute specific high-value, complex projects.     * Inability to recruit                                                                                                     * Continuing to invest in our people and organisation in line with the four pillars of the Keller People agenda as noted below.                                                                                                                                                                                                                                          Constant risk  We are still witnessing inflationary pressure on pay across many locations where Keller operates and thus the    
 * Fail to meet strategic objectives to grow the business and lose key stakeholder confidence                                                                                                                      and retain strong performers.                                                                                             * 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.                                                                                                                                              pressure on competition for skilled personnel is still an issue in some parts of the Group. However, job markets are just       
  within the market.                                                                                                                                                                                              * Lack of a diverse workforce.                                                                                             * As an 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 - beginning to show signs of a slowdown, which should ease this issue. Focus remains on retaining staff with the right skills to  
                                                                                                                                                                                                                  * Failure to maintain and promote the Keller culture.                                                                      making and finance.                                                                                                                                                                                                                                                                                                                                                      deliver.                                                                                                                        
                                                                                                                                                                                                                  * Overheating of market causing significant increase in demand or competition for people.                                  * 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.                                                                                                                                                                                                                              
                                                                                                                                                                                                                  * Lack of visibility of long-term pipeline for career progression resulting in existing employees leaving the business.    * The ‘Keller Way’ provides guidance to the company’s employees and leaders to comply with local laws and work within Keller’s values                                                                                                                                                                                                                                                                                                                                                                    
                                                                                                                                                                                                                  * Post COVID-19 recovery driving increase in attrition or people leaving sector.                                            and Code of Business Conduct                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                  * Pressure from wage inflation and increased offers from competition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

 

Link to strategy   2 / 3 / 4

Link to viability  No

Timeframe  Short / Medium / Long term

 

13   Cyber security

 Description and impact                                                                                                                                          Causes                                                                                                                                   Mitigation and internal controls                                                                                                                                                                         Movement since 2022  
 Risk of potential disruption                                                                                                                                    * Failure to maintain appropriate threat prevention, identification and resolution mechanisms either technically or through processes.   * Creation of an Information Security Management System framework, referencing industry standards to ensure appropriate governance, control and risk management and then onward management for           Constant risk        
  in the business operations, reputational damage and/or loss or corruption of data could lead to: * Loss of intellectual property and competitive advantage.    * Poor internal governance.                                                                                                              compliance, maturity and development of service.                                                                                                                                                                              
 * Loss of personal data.                                                                                                                                        * Failure to embed preventative culture.                                                                                                 * Introduction of technical capabilities and services to further enable prevention, detection, prediction and response services.                                                                                              
 * Operational impact restricting the ability to carry out business critical activities.                                                                         * Lack of or inadequate training and awareness leading to mistakes and errors.                                                           * Multi-factor authentication for all users prevents unauthorised access to Keller’s networks and applications and further controls limit access to only Keller-approved devices.                                             
 * Potential fines and penalties.                                                                                                                                * Inconsistent approach to data security, especially with JV partners and external third parties.                                        * Advanced threat protection on all IT equipment delivers comprehensive, ongoing and real-time protection against viruses, malware and spyware.                                                                               
 * Reputational damage leading to loss of market and customer confidence.                                                                                        * Cyber attacks.                                                                                                                         * Data protection framework to ensure compliance with the General Data Protection Regulation (GDPR) and other standards of data protection.                                                                                   
 * Failure to meet client security requirements to win or maintain contracts.                                                                                    * Failure to obtain or maintain external security certifications that are required by clients.                                           * Proactive threat hunting throughout the environment.                                                                                                                                                                        

 

Link to strategy   3 / 4

Link to viability  No

Timeframe  Short term

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.

 

29 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:

                               2023   2022   
                                £m     £m    
 Short-term employee benefits  8.2    4.5    
 Post-employment benefits      0.3    0.3    
 Termination payments          –      0.4    
                               8.5    5.2    

 

Other related party transactions

As at 31 December 2023, there was a net balance of £0.1m (2022: £0.1m) owed
by the joint venture. These amounts are unsecured, have no fixed date of
repayment and are repayable on demand.



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