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REG - Morgan Sindall Grp - Annual Financial Report

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RNS Number : 9401X  Morgan Sindall Group PLC  24 March 2026

 

 

Morgan Sindall Group plc ('the Company')

 

Annual Financial Report

 

24 March 2026

 

 

Further to the release of the Company's Preliminary Results announcement on 25
February 2026, the Company announces that it has today published and issued to
shareholders the 2025 Annual Report and Accounts ('Annual Report'), Notice of
Annual General Meeting 2026 and Form of Proxy.  In addition, it has published
its 2025 Responsible Business Data Sheet, 2025 Gender Pay Gap Report and 2025
Modern Slavery and Human Trafficking Statement. The following documents can be
downloaded from the Company's website:

 

·       2025 Annual Report -
https://www.morgansindall.com/investors/reports-and-presentations
(https://www.morgansindall.com/investors/reports-and-presentations)

·       Notice of Annual General Meeting 2026 -
https://www.morgansindall.com/investors/annual-general-meeting
(https://www.morgansindall.com/investors/annual-general-meeting)

·       2025 Responsible Business Data Sheet -
https://www.morgansindall.com/investors/reports-and-presentations
(https://www.morgansindall.com/investors/reports-and-presentations)

·       2025 Gender Pay Gap Report -
https://www.morgansindall.com/investors/governance
(https://www.morgansindall.com/investors/governance)

·       2025 Modern Slavery and Human Trafficking Statement -
https://www.morgansindall.com (https://www.morgansindall.com)

 

The Annual Report has been prepared using the single electronic reporting
format required by the Transparency Directive Regulation.  The Annual Report,
Notice of Annual General Meeting and Form of Proxy in unedited full text have
been submitted to the Financial Conduct Authority's national storage
mechanism ('NSM') and will shortly be available via the NSM website
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Company will hold its Annual General Meeting (AGM) at 10.00am on Thursday,
7 May 2026 at the offices of Morgan Sindall Group plc, Kent House, 14-17
Market Place, London W1W 8AJ.

 

We are looking forward to seeing shareholders at the AGM in person.  The
Company will notify shareholders of any changes to the AGM via a Regulatory
Information Service and on the AGM page of the Company's website.  We
encourage shareholders who cannot attend the meeting to submit any questions
on the business of the AGM in advance of the meeting by email to
cosec@morgansindall.com (mailto:cosec@morgansindall.com) (marked for the
attention of the General Counsel & Company Secretary).  We will endeavour
to publish (on an anonymised basis) any questions received before 10.00am on
Tuesday, 5 May 2026 and our responses to those questions on our website prior
to the AGM.  Following the AGM, we will publish on our website (on an
anonymised basis) the full set of questions received including those received
after 10.00am on Tuesday, 5 May 2026 and our answers to those questions.
However, we reserve the right to edit questions or not to respond where we
consider it appropriate, taking account of our legal obligations.

 

In accordance with the requirements of Rules 4.1 and 4.1.8 of the Disclosure
Guidance and Transparency Rules, a description of the principal risks and
uncertainties affecting the Group is set out in Appendix 1 to this
announcement. The Company's Preliminary Results announcement released on 25
February 2026 contained all other information required by DTR 6.3.5.

 

 

ENQUIRIES:

Morgan Sindall Group
plc
                                Tel: 020 7307
9200

Lisa Minns, General Counsel & Company Secretary

 

 

 

 

Appendix 1

We have a clear governance framework in place for managing risk throughout our
operations Our risk governance model ensures that our principal risks and
robust internal controls are under regular review at all levels.

 

Our operational teams are highly skilled in their fields and valued for their
ability to identify and manage the risk embedded in our

day-to-day operations. Their mix of knowledge and experience is invaluable at
all key stages, from project selection, through

bidding to project delivery. A detailed system of delegated authorities allows
our people the ability to perform while at the

same time being responsible and accountable for their actions through our
decentralised business model. Our senior management teams at divisional and
Group level, aided by our internal reporting process, maintain oversight to
ensure that all decisions and actions remain in line with our expectations and
risk appetite.

 

Principal risks

Our principal risks are those we consider the most significant in terms of
potential impact to the business and have been extensively reviewed. The Board
recognises that our culture is essential to our success as a decentralised
business, as is ethicality, legal compliance and adherence to relevant
standards and regulations.

 

In its annual review of the Group's risk appetite, the Board noted that our
markets remain structurally secure. Our business model continues to be
supported by strong levels of investment from the public, private and
regulated sectors, particularly in partnership developments, commercial office
fit out, critical infrastructure, schools, health and other
construction-related activity.

 

The Board considered the increasing threat posed by cyber attacks and the need
to maintain robust cyber security defences and appropriate business continuity
planning arrangements. Over the past year, challenging market conditions and
subdued consumer confidence have continued to impact the private housing
market. Elsewhere, uncertainty in the wider macroeconomic landscape has been
impacted by ongoing global conflicts and rising tariffs. The Group's strong
financial health and current strategy make it well positioned to navigate
these issues, with the Board monitoring them closely during 2026 and
appropriate action being taken should the need arise.

 

Strategic risk

 A.    Economic change and uncertainty
 Risk description                                                              Update on risk status                                                          Mitigation                                                                       Change in risk
 Growth and investor and market confidence are vulnerable to ongoing           · Sustained operational delivery, a high-quality order book and a strong       · Our business model is designed to provide a mix of earnings across             Stable

                                                                             balance sheet underpin our competitive position in our sectors and give        different market cycles. The diversity of our operations protects against

 uncertainties. There could be fewer or less profitable opportunities in our   confidence to our clients, employees and supply chain.                         fluctuations in individual markets while our decentralised approach enables
 chosen markets, including a decline in construction activity caused by
                                                                              our divisions to respond quickly to change.

                                                                             · The diversity of our operations together with the high-quality secured
                                                                                Responsibility
 macroeconomic shifts and/or reduced demand for our developments.              order book and preferred bidder status achieved across all of our divisions    · The Board regularly reviews the economic environment to assess whether any

                                                                             provide a level of insulation against difficult market conditions, with        changes to the outlook justify a reassessment of our risk appetite or business   The Board
                                                                               Construction in particular delivering a robust performance and Fit Out         model.

                                                                             significantly exceeding expectations.

 Allocating resources and capital to declining markets or less attractive
                                                                              · We stress-test our business plan against the current economic outlook to

 opportunities would reduce our profitability and cash generation.             · The government is continuing to invest in areas that complement our          ensure our financial position is sufficiently flexible and resilient.            Strategic priority
                                                                               strategy, including affordable housing, education, health, critical

                                                                               infrastructure and town regeneration.                                          · We are strategically focused on a high-quality order book underpinned by a     ·    Achieve quality of earnings

                                                                              strong balance sheet and financial strength.

                                                                               · In a volatile market, our strong balance sheet allows us to remain agile,
                                                                                ·    Secure long-term workstreams
                                                                               continue to take long-term decisions and respond to opportunities.             · A high proportion of our secured workload is with public sector and

                                                                                                                                                              regulated entities via long-term arrangements, with a healthy level of demand    ·    Maintain financial strength
                                                                                                                                                              and typically preferential terms.

                                                                                                                                                              · We continue to be very selective, and our procurement routes, margins,
                                                                                                                                                              contract terms and secured workload remain favourable.

 

Strategic risk

 B.    Exposure to the UK residential market
 Risk description                                                                Update on risk status                                                            Mitigation                                                                       Change in risk
 The UK housing sector is strongly influenced by government stimulus and         · While inflation and interest rates have been generally falling, with an        · A rigorous three-stage formal appraisal process is undertaken before           Stable

                                                                               improvement in mortgage availability, uncertainty remains in the market and      committing to development schemes and capital commitments.

 consumer confidence.                                                            affordability for first-time buyers is impacting demand.

                                                                                · We work closely with public sector partners and government agencies such as

                                                                                 · In these challenging open market conditions, our business model has enabled    Homes England to secure extra development funding if required.                   Responsibility

                                                                               us to pivot to contracting activities for affordable housing with largely

 Inflationary and interest rate pressures could challenge scheme viability,      public sector clients, to help mitigate the risk.                                · On selected large-scale residential schemes, we seek to forward sell and/or    The Board, executive directors and divisional senior management teams
 slowing down decision-making and project commencement.
                                                                                fund sections to targeted institutional investors to reduce risk.

                                                                               · In Mixed Use Partnerships, there are short-term viability challenges to

                                                                                 navigate due to build cost pressures. Our model and expertise allow us to work   · Our residential portfolio has a wide geographical spread, protecting

                                                                               through this with our partners and, where necessary, seek additional grant       against regional market variations, and is geared towards providing an           Strategic priority
 If mortgage availability, affordability or consumer confidence is reduced,      funding and sources of finance with better terms.                                affordable product.

 this

                                                                                ·    Achieve quality of earnings

                                                                               · Constrained planning remains slow, despite the government's planned reforms    · Rather than building up a land bank, we target option agreements with

 could impact on demand and make existing schemes difficult to sell and future   to address the issue, and has the potential to delay our schemes. In the         landowners that limit and/or defer long-term exposure and boost return on        ·    Secure long-term workstreams
 developments unviable, reducing profitability and tying up capital.             medium to long term, improvements in the system will enable further              capital employed.

                                                                                 efficiencies and increase the speed at which we bring developments forward.
                                                                                ·    Maintain financial strength
                                                                                                                                                                  · We regularly monitor and forecast our pipeline of development opportunities
                                                                                                                                                                  and secured workload, which includes monitoring key UK statistics such as
                                                                                                                                                                  unemployment, lending and affordability.

                                                                                                                                                                  · For a large proportion of current schemes, we have the ability to slow (or
                                                                                                                                                                  accelerate) build rates should the need arise.

                                                                                                                                                                  · Our partnership model provides resilience by allowing us to flex scheme
                                                                                                                                                                  phasing, timing, tenure mix and funding structures to suit varying market
                                                                                                                                                                  scenarios. The model can be de-risked by increasing the proportion of
                                                                                                                                                                  contracting work in Partnership Housing, forming strategic joint ventures and
                                                                                                                                                                  increasing the proportion of affordable units.

 

Operational risk

 C.    We cause a major health and safety incident and/or adopt a poor
 safety culture
 Risk description                                                                 Update on risk status                                                            Mitigation                                                                       Change in risk
 Our first priority is to protect the health, safety and wellbeing of our key     · Our overall health and safety performance data has improved compared with      ·  The Board is responsible for health and safety and it is a key topic for      Stable
 stakeholders and the wider public. Health and safety will always feature         previous years. However, our vigilance and commitment to high health and         discussion at every Board meeting.

 significantly in the risk profile of a construction business as we carry out a   safety standards remain and we continually look for ways to drive improvement.

 significant portion of our work in public areas and complex environments.
                                                                                ·  Individuals in each division and on the Board are given specific

                                                                                · In 2025, our Group protecting people forum continued to meet monthly to
                                                                                Responsibility
                                                                                  share learnings, review trends and insights from accidents and also consider     ·  responsibility for health and safety matters.

                                                                                policies and standards.
                                                                                The Board, senior management teams, protecting people forum
 Accidents could result in legal action, fines, insurance claims, delays and,                                                                                      ·  Our Group protecting people forum meets regularly, with representatives

 in the worst case, a fatality. Poor health and safety performance could also                                                                                      from all divisions sharing best practice and exchanging information on

                                                                                                                                                                 emerging risks.

 impact our reputation and ability to secure future work.
                                                                                Strategic priority
                                                                                                                                                                   ·  Safety leaders from across the divisions hold monthly meetings focusing

                                                                                                                                                                   on addressing and learning from issues and opportunities as they arise.          ·    Secure long-term workstreams

                                                                                                                                                                   ·  We have a well-established health, safety and wellbeing framework in          ·    Deliver on our Total Commitments
                                                                                                                                                                   place which is reviewed annually to ensure it remains fit for purpose. The
                                                                                                                                                                   framework includes policies, risk assessments and method statements, regular
                                                                                                                                                                   communications, leadership site visits and audits.

                                                                                                                                                                   ·  We report on the implementation of leading indicators and monitor and
                                                                                                                                                                   report near-miss incidents and incidents that could potentially have resulted
                                                                                                                                                                   in serious injury. Any incidents are investigated and root causes analysed.

                                                                                                                                                                   ·  Our regular health and safety training includes behavioural change,
                                                                                                                                                                   housekeeping on site, and leadership engagement in driving site standards.

                                                                                                                                                                   ·  Each division's health and safety policy is communicated to all its
                                                                                                                                                                   employees, and senior managers are appointed to ensure the policies are
                                                                                                                                                                   implemented.

                                                                                                                                                                   ·  We have major incident management and business continuity plans in place,
                                                                                                                                                                   which are periodically tested and reviewed.

                                                                                                                                                                   ·  All divisions are accredited to ISO 45001 for occupational health and
                                                                                                                                                                   safety.

                                                                                                                                                                   ·  We continue to offer our colleagues a range of benefits that promote
                                                                                                                                                                   physical and mental wellbeing.

 

People risk

 D.   We fail to attract and retain the talent we need to maintain and grow
 the business
 Risk description                                                             Update on risk status                                                            Mitigation                                                                       Change in risk
 If we fail to attract and retain the talent required to excel in project     · Our current success is helping us attract and retain people. Our voluntary     ·  We empower our people through our decentralised business model and give       Stable
 delivery and meet our clients' and other stakeholders' expectations, this    staff turnover rate was 10% in 2025, compared with 11% in 2024.                  them responsibility together with clear leadership and support.

 could

                                                                            · We have ambitious growth plans and recognise that we will need to recruit      ·  We offer them a strong Group culture and attractive benefits, working

 damage our reputation and our ability to secure future work and meet our     and retain a quality workforce to achieve our targets, facing competition from   environments, technology and wellbeing initiatives to help improve their         Responsibility
 targets.                                                                     peers and against the backdrop of an ageing population working in the            working lives.

                                                                            industry.
                                                                                The Board, divisional senior management teams

                                                                                ·  We conduct employee engagement surveys and monitor joiner and retention

                                                                            · We remain focused on providing new employees with a robust onboarding and      metrics, including voluntary staff turnover.
 Skills shortages in the construction industry will remain an issue for the   induction programme, covering our decentralised structure, culture and values,

                                                                            development programmes and wider wellbeing and benefits packages.                ·  We carry out annual appraisals that provide two-way feedback on               Strategic priority
 foreseeable future.
                                                                                performance, and conduct exit interviews when people leave.

                                                                              · We are responding to the challenge of an ageing employee population through
                                                                                ·    Secure long-term workstreams
                                                                              succession planning, promoting from within, and investing in training.           ·  Our succession planning includes identifying and developing skills needed

                                                                                for the future.                                                                  ·    Excel in project delivery
                                                                              · We are also continuing with our work to improve our inclusion and

                                                                              diversity.                                                                       ·  We provide training and development to build skills and experience, such      ·    Deliver on our Total Commitments

                                                                                as our leadership development and graduate, trainee and apprenticeship
                                                                              · It is recognised that the sector as a whole has work to do in terms of         programmes.
                                                                              attracting talent and being the first choice for young people.

 

Financial and operational risk

 E.    Partner insolvency or other performance and compliance issues
 Risk description                                                                 Update on risk status                                                           Mitigation                                                                       Change in risk
 Poor selection and inadequate due diligence could lead to the insolvency of a    · Following some well-publicised failures in the mainstream contractor          ·  Our business model and order book are predominantly focused on the public     Decrease
 key client, subcontractor, joint venture partner or supplier, delaying project   market, supply chain insolvency risk has largely been contained.                sector, regulated industries and commercial customers in sound market sectors,

 works and incurring the costs of finding a replacement.
                                                                               reducing the likelihood of a material customer failure.

                                                                                · Some partners may have been trading with stretched finances following the

                                                                                  pandemic, the unwind of government measures introduced to support business      ·  We carry out rigorous due diligence preconstruction, particularly on          Responsibility

                                                                                recovery, the VAT reverse-charge initiative and, more recently, employers'      commercial clients and key supply chain partners, including a focus on payment

 Appointing partners with the wrong behaviours could lead to quality issues, or   National Insurance increases.                                                   behaviours, cash terms and profiling, and likely liquidity outcomes. Where       The Board, divisional senior management teams
 safety or other serious compliance breaches.
                                                                               necessary, we may obtain additional security in the form of guarantees, bonds,

                                                                                  · Where supply chain failures have occurred, they have been disruptive but      escrows and/or more favourable payment terms, or, in some cases, decline a
                                                                                  manageable, with costs being absorbed at project level by utilising             project.

                                                                                  contingency and/or, in a small number of instances, a reduction in margin
                                                                                Strategic priority
                                                                                  which has not been material to the Group.                                       ·  Formal due diligence is carried out when selecting joint venture

                                                                               partners, including seeking protection in the event of default by one of the     ·  Excel in project delivery
                                                                                  · We have nurtured close relationships with our supply chain as part of a       partners. Joint ventures require executive director approval.

                                                                                  long-term strategy, sharing our values and desired behaviours, so that we can
                                                                                ·  Maintain financial strength
                                                                                  provide an offering our clients can rely on to deliver a quality product        ·  We work with preferred or approved suppliers where possible, which aids
                                                                                  compliant with relevant building standards, laws and regulations.               visibility of both financial and workload commitments. We use supply chain
                                                                                                                                                                  credit checks but the information is somewhat historical. Our relationships
                                                                                                                                                                  with our suppliers mean we can monitor the situation in real time, by gaining
                                                                                                                                                                  transparency and understanding their levels of exposure, and our operational
                                                                                                                                                                  teams are highly alert to early signs of stress. This gives us a better chance
                                                                                                                                                                  of stepping in if needed.

                                                                                                                                                                  ·  Our strategy has been to reduce payment days, and our supply chain
                                                                                                                                                                  partners regard us as dependable and responsible. We do not hold cash in the
                                                                                                                                                                  form of retention from our preferred supply chain partners, which helps reduce
                                                                                                                                                                  their cash flow pressures and likelihood of failure.

                                                                                                                                                                  ·  Our business model reduces the concentration of supply chain risk as our
                                                                                                                                                                  divisions operate in different markets and geographical regions, using local
                                                                                                                                                                  supply chains.

                                                                                                                                                                  ·  Our predominantly negotiated and two-stage procurement routes(1) allow us
                                                                                                                                                                  to select appropriate supply chain partners for our projects. This enables
                                                                                                                                                                  predictable outcomes for the Group, our clients and our supply chain.

                                                                                                                                                                  ·  We rigorously monitor work in progress, debts and retentions.

1 Negotiated and two-stage procurement routes allow us early engagement in the
project and greater visibility, influence and certainty over pricing
and programming.

 

Financial risk

 F.    Inadequate funding
 Risk description                                                               Update on risk status                                                           Mitigation                                                                   Change in risk
 A lack of liquidity could impact our ability to continue to trade or restrict  ·  The Group has £180m of undrawn committed revolving credit facilities,        ·  We have a Group-led disciplined capital allocation process for            Stable
 our ability to achieve market growth or invest in partnership schemes.         which have been extended to 2028.                                               significant project-related capital, which takes into consideration future

                                                                               requirements and return on investment.
                                                                                ·  During the reporting period and for the foreseeable future, our average

                                                                                net daily cash continues to be healthy and supports the strong conversion of    ·  We monitor our cash levels daily and conduct regular forecasting of       Responsibility
                                                                                Group profits to cash as we continue to invest in partnership activities.       future cash balances and facility headroom.

                                                                            Executive directors, Group tax and treasury director, divisional senior
                                                                                ·  Our balance sheet provides assurance to our stakeholders, allowing us to     ·  Our long-term cash forecasts are regularly stress-tested.                 management teams
                                                                                continue investing in partnership schemes while remaining selective in

                                                                                construction.

                                                                                                                                                                                                                                             Strategic priority

                                                                                                                                                                                                                                             ·    Maintain financial strength

 

Financial risk

 G.   Mismanagement of working capital and investments
 Risk description                                                          Update on risk status                                                            Mitigation                                                                      Change in risk
 Poor management of working capital and investments leads to insufficient  ·  As a result of a subdued housing market, we have seen work in progress        ·  Our delegation and limits of authority procedures require that capital       Increase
 liquidity and funding problems.                                           levels increase on a small number of our open market developments, which we      and investment commitments are notified and signed off at key stages with the

                                                                           continue to monitor closely.                                                     relevant senior-level approval.

                                                                           ·  Our ongoing focus on working capital management has enabled us to             ·  The divisions have robust cost-value reconciliations in place at project     Responsibility
                                                                           maintain levels similar to prior years while maintaining payment practices       level which are updated monthly and provide visibility of work in progress.

                                                                           that are favourable to our supply chain.                                         Management review meetings focus on overdue work in progress, debtors and       Executive directors, divisional senior management teams

                                                                                retentions.

                                                                           ·  Our strong balance sheet and cash position continue to support investment

                                                                           in strategic partnership schemes and protect against economic downturn,          ·  We reinforce a culture in our bidding and project teams of focusing on

                                                                           allowing us to make the right long-term decisions.                               cash returns to ensure they meet expectations.                                  Strategic priority

                                                                           ·  Our cash position is not supported by any form of supply chain debtor         ·  We monitor cash levels daily and produce regular cash forecasts.             ·    Maintain financial strength
                                                                           finance and gives a clear indication of our financial health.

                                                                                ·  We manage our capital on partnership schemes efficiently, for example
                                                                           ·  We continue to maintain a positive momentum in cash management in             through phased delivery, institutional and government funding solutions, and
                                                                           construction due to a combination of improved returns, cash optimisation and     forward funding where possible.
                                                                           cash conversion.

                                                                           ·  Our average net daily cash for the period demonstrates our disciplined
                                                                           working capital management.

 

Operational risk

 H.   Poor contract selectivity
 Risk description                                                                 Update on risk status                                                            Mitigation                                                                       Change in risk
 In a volatile market where competition is high, a division might accept a        ·  Our order book consists of a high proportion of public sector and             ·  It is part of our strategy and culture to be selective in our work by         Stable
 contract outside its core competencies or for which it has insufficient          regulated-industry clients with typically healthier risk profiles and is         targeting optimal markets, sectors, clients and projects.

 resources. If a contract is incorrectly bid, this could lead to contract         secured in limited competition, allowing us to continue selecting the right

 losses and an overall reduction in gross margin. It might also damage our        projects.                                                                        ·  We limit our participation in open market bids, securing a large

 relationship with the client and supply chain, leading to a reduction in work
                                                                                proportion of our projects via framework or partnership arrangements with        Responsibility
 volumes.                                                                         ·  We have not changed the sectors or markets we operate in and are              repeat clients who share our values. This provides a high probability of

                                                                                therefore unlikely to engage in a project outside our capability. Generally,     predictable and successful outcomes.                                             Executive directors, divisional senior management teams
                                                                                  we avoid tendering for single-stage, fixed-price, lump sum work.

                                                                                ·  When bidding, we aim for negotiated and two-stage procurement routes that
 There is also a risk that we fail to win sufficient profitable work to achieve   ·  Input cost pressures have eased, with newer projects benefiting from more     allow us early engagement and collaboration, including the early

 our targets.                                                                     realistic client budgets and greater pricing stability in the supply chain.      identification of the most appropriate supply chain delivery partners.           Strategic priority
                                                                                  However, client budgets, while more aligned to inflation, remain stretched,

                                                                                  which results in extended preconstruction periods.                               ·  Our divisions select projects according to pre-agreed types of work,          ·    Achieve quality of earnings

                                                                                project size, contract terms and risk profile. A multi-stage process of bid

                                                                                  ·  We continue to maintain sensible contingency levels, and some contracts       review and approval includes tender review boards, risk profiling and a system   ·    Excel in project delivery
                                                                                  contain mechanisms for passing through inflationary costs, particularly on the   of delegated authorities to ensure approval at appropriate levels of

                                                                                  essential and critical infrastructure work we carry out.                         management.                                                                      ·    Secure long-term workstreams

                                                                                                                                                                   ·  We profile the skills and capabilities required for the project to ensure     ·    Maintain financial strength
                                                                                                                                                                   that we allocate the right people.

                                                                                                                                                                   ·  Our divisions have processes in place to select supply chain partners who
                                                                                                                                                                   match our expectations in terms of quality, sustainability and availability.

                                                                                                                                                                   ·  We conduct a robust review of our pipeline and bids at key stages,
                                                                                                                                                                   including rigorous due diligence and risk assessment, and obtain senior level
                                                                                                                                                                   approval in accordance with the Group's delegation and limits of authority
                                                                                                                                                                   procedures.

 

Operational risk

 I.     Poor project delivery
 Risk description                                                                 Update on risk status                                                            Mitigation                                                                       Change in risk
 Failure to deliver projects on budget and on time that meet client               · Inflationary pressures have eased and newer projects are benefiting from       · Our focus on project selectivity, the quality of our order book and our        Stable
 expectations could incur costs that erode profit margins, lead to the            client budgets more aligned with the impacts of inflation; however, in some      close engagement with our supply chain partners help reduce the probability of

 withholding of cash payments and impact working capital. It may also result in   instances it can take time to remodel a scheme to ensure it is viable and this   poor performance.
 reduction of repeat business and client referrals.                               can lengthen the preconstruction period.

                                                                                · We have well-established systems of measuring and reporting project            Responsibility
                                                                                  · There is a recognised shortfall in the construction labour market,             progress and estimated outturns through robust project cost-value

                                                                                exacerbated by impacts from Brexit. However, in the short term, while we have    reconciliations that take into account contract variations and their impact on   Executive directors, divisional senior management teams
 Changes to the scope of works and contract disputes could lead to costs being    seen issues, we are managing the situation with our supply chain.                programme, cost and quality, with management review meetings to closely

 incurred that are not recovered, loss of profitability and delayed receipt of
                                                                                monitor performance.
 cash.                                                                            · We have responded to the Building Safety Act, which primarily deals with

                                                                                building regulations and fire safety, with Construction, Partnership Housing     · The strength of our supply chain relationships and preference to work with     Strategic priority
                                                                                  and Mixed Use Partnerships having updated their methodology to ensure that       selected partners reduces the probability of project failure and helps to

                                                                                project specifications remain compliant. This includes a complete refresh of     ensure we deliver predictable outcomes. Maintaining good supply chain            ·    Achieve quality of earnings
 Not understanding the project risks may lead to poor delivery and could result   design management and procedures and increased on-site scrutiny and records,     relationships has helped us navigate labour and/or materials availability

 in reputational damage and loss of opportunities.                                as well as engagement of independent fire consultants on more complex schemes.   issues.                                                                          ·    Excel in project delivery

                                                                                  · We continue to actively engage with the Ministry of Housing, Communities       · Where legal action is necessary, we notify the Board, take appropriate         ·    Secure long-term workstreams

                                                                                and Local Government with regard to the Building Safety Act, and have            advice and make suitable provision for costs.

 Ultimately, we may need to resort to legal action to resolve disputes, which     committed to rectifying issues with appropriate remedial activity, which is
                                                                                ·    Maintain financial strength
 can prove costly with uncertain outcomes as well as damaging relationships.      being undertaken and expenditure provided for. Some of this may be               · A programme of internal project audits is used to highlight areas of
                                                                                  recoverable, but will take time to resolve.                                      improvement and share best practice and lessons learned.

                                                                                                                                                                   · Various Perfect Delivery(1) initiatives focus on improvements in product
                                                                                                                                                                   quality and predictability as well as the client experience.

                                                                                                                                                                   · Regular formal and informal stakeholder feedback allows us to intervene
                                                                                                                                                                   when required and refine our offering to provide exceptional outcomes.

                                                                                                                                                                   · We continue to use and enhance our digital project management tools and
                                                                                                                                                                   commercial metrics that highlight areas for focus and provide early warnings,
                                                                                                                                                                   enabling early intervention in the construction cycle.

1 Perfect Delivery status is granted to Fit Out, Construction and
Infrastructure projects that meet all four client service criteria specified
by the division.

 

Operational risk

 J.     Cyber attack
 Risk description                                                               Update on risk status                                                            Mitigation                                                                       Change in risk
 The Group, one of its divisions or a supplier could become the victim of a     · In response to an increasing number of cyber attacks on UK businesses, we      ·  We have a dedicated Group team focused on providing a stable and              Increase
 cyber attack, leading to potential sensitive data loss, loss of key systems,   have elevated our cyber security posture.                                        resilient IT environment. Our Group head of information security and

 fines, prosecution and, in a worst case, the inability to do business.
                                                                                compliance presents an update to the Board on a biannual basis to ensure
                                                                                · We have re-certified to ISO 27001, the government's Cyber Essentials Plus,     oversight and challenge.

                                                                                Secure by Design and were the first organisation to be certified under the new
                                                                                Responsibility
                                                                                Ministry of Defence Cyber Certification scheme.                                  ·  Our IT security steering group provides governance and oversight of the

                                                                                Group's cyber strategy, resources and funding.                                   The Board, divisional senior management, IT security steering group (reporting
                                                                                · We have continued to enhance our visibility of security events and
                                                                                to the chief financial officer)
                                                                                'indicators of compromise'.                                                      ·  We have business continuity and disaster recovery plans in place, which

                                                                                were reviewed during the year.
                                                                                · The Board has agreed a rolling security strategy, supported by continuous

                                                                                improvement and review. This ensures we remain aware of emerging risks and       ·  We adopt best practices to secure our people and data. Endpoint               Strategic priority
                                                                                changes to the threats we face.                                                  protection tools are deployed and monitored to safeguard devices from malware,

                                                                                unauthorised access and data breaches. Multi-factor authentication is applied    ·    Achieve quality of earnings
                                                                                · We have continued to run workshops hosted by industry experts to educate       to enhance security and prevent unauthorised access from our devices and key

                                                                                key stakeholders around incident response best practices, focusing on            systems.                                                                         ·    Excel in project delivery
                                                                                business, technical and legal impacts of a major incident. We have increased

                                                                                the number of network and systems penetration tests that we undertake on an      ·  We commission an external industry expert to conduct regular cyber risk       ·    Secure long-term workstreams
                                                                                annual basis.                                                                    analysis on devices used on our network. The data collected is independent of

                                                                                our other security systems and acts as an audit of our security controls and     ·    Maintain financial strength
                                                                                · Data/business intelligence, digital construction and AI are at the             their effectiveness.
                                                                                forefront of our technology investment. To support the seamless delivery of

                                                                                these new technologies, we have also delivered our next-generation, modern       ·  We engage with industry-leading partners to adopt appropriate
                                                                                data network. This improves the security of our network and enhances access to   technologies to protect the Group.
                                                                                cloud services.

                                                                                ·  We run regular audits using different parties (both technical and
                                                                                · We have continued to invest in cloud platforms to expand functional            nontechnical) to confirm that our controls remain effective. Audit reports are
                                                                                capabilities and resilience and have prepared for the expected acceleration to   shared with the IT security steering group.
                                                                                cloud-hosting away from data centres on the premises.

                                                                                                                                                                 ·  We train all our employees in data protection and information security,
                                                                                                                                                                 including awareness and responsibilities.

                                                                                                                                                                 ·  We follow the National Cyber Security Centre's guidance on third-party
                                                                                                                                                                 risk management and perform ongoing risk assessments of our digital supply
                                                                                                                                                                 chain partners.

 

Operational and financial risk

 K.    Climate change
 Risk description                          Update on risk status                                                                                                      Mitigation                                                                       Change in risk
 More extreme weather events could impact our operations through increased           ·  Momentum behind climate and social value action remains significant           ·  The Group adheres to the 11 recommendations of the TCFD and has commenced     Stable
 costs, project delays and supply chain disruption.                                  across the Group, with clients requesting more information and evidence of       alignment to the International Sustainability Standards Board (ISSB) IFRS S2

                                                                                   activity in tenders to win work.                                                 Climate-related Disclosures.

                                                                                   ·  While the timing, status and metrics used to identify climate-related         ·  A Group double materiality assessment was undertaken in 2025 to evaluate      Responsibility
 Limited advances in technology and issues with data availability and accuracy       risks and opportunities remain unchanged from 2024, mitigating actions have      sustainability topics from two perspectives: (i) the impact they have on

 could impact our ability to take effective action in response to climate            been updated in our Task Force on Climate-related Financial Disclosures (TCFD)   society and the environment and (ii) the business risks and opportunities that   ·  Executive directors, divisional senior management teams
 change and result in slower progress towards our carbon reduction targets.          statement to reflect initiatives and progress made across the Group in 2025.     arise from them (see page  35  for more detail). The process reconfirmed net

                                                                                                                                                                    zero, energy use and climate as a material issue, which will drive continued
                                                                                                                                                                      strategic action around climate change risk and mitigation. We have a

                                                                                                                                                                    Group-wide carbon reduction plan in place that includes science-based targets.   Strategic priority
 Changes to environmental or climate legislation could lead to increased                                                                                              In addition, each division has its own KPIs and action plans and provides

 project costs and potential compliance breaches if we do not manage this risk                                                                                        updates on progress at quarterly climate action panel meetings.                  ·  Secure long-term workstreams
 effectively.

                                                                                                                                                                      ·  A central data platform has been established to ensure continued              ·  Deliver on our Total Commitments
                                                                                                                                                                      effectiveness of ESG data, capture and quality.

                                                                                                                                                                      ·  Divisional environmental and social value leads help to collate and
                                                                                                                                                                      coordinate data and implement relevant climate initiatives.

                                                                                                                                                                      ·  Our carbon and social value data is subject to internal and independent
                                                                                                                                                                      external validation.

 

 

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