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REG - Weir Group PLC - 2021 Annual Report and 2022 Annual General Meeting

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RNS Number : 4692F  Weir Group PLC  21 March 2022

The Weir Group PLC
 
 

21 March 2022

 

2021 Annual Report and 2022 Annual General Meeting

 

The following documents have today been posted or otherwise made available to
shareholders:

 

 1.  Annual Report and Financial Statements for the period ended 31 December 2021
     (the "2021 Annual Report");
 2.  Notice of 2022 Annual General Meeting; and
 3.  Form of Proxy for the 2022 Annual General Meeting.

 

In accordance with Listing Rule 9.6.1, a copy of each of these documents has
been uploaded to the National Storage Mechanism and will be available for
viewing shortly at:

https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The documents (except the Form of Proxy) are also available on the Company's
website at

www.global.weir/investors/shareholder-information/agm/
(http://www.global.weir/investors/shareholder-information/agm/) and in hard
copy to Shareholders upon request to Investor Relations, The Weir Group PLC, 1
West Regent Street, Glasgow, G2 1RW.

 

The Company currently intends to hold its 2022 Annual General Meeting (the
"AGM") at the Company's Head Office, 1 West Regent Street, Glasgow, G2 1RW, on
Thursday 28 April 2022 at 2.30pm.

 

The Company's full year results announcement of 2 March 2022 contained a
management report as well as the audited financial statements which were
prepared in accordance with the applicable accounting standards.

 

The 2021 Annual Report submitted to the National Storage Mechanism today also
contains information regarding the Company's principal risks and uncertainties
as at 2 March 2022 (being the date of the 2021 Annual Report) and a
responsibility statement relating to the content of the 2021 Annual Report; an
extract of this information is provided below as required under paragraph
6.3.5 of the DTR, however this material should be read in conjunction with and
is not a substitute for reading the full 2021 Annual Report. Page numbers and
cross-references in the following appendices refer to page numbers and
cross-references in the 2021 Annual Report.

 

 

 

For further information, please contact:

 

Graham Vanhegan

Company
Secretary

Telephone: 0141 308 3771

 

 

Graham Vanhegan

Chief Legal Officer and Company Secretary

 

 

 

APPENDICES

 

Appendix A: Principal risks and uncertainties as at 2 March 2022 (the date of
the 2021 Annual Report)

 

A description of the principal risks and uncertainties that the Company faces
is extracted in full and unedited form pages 74 to 80 of the 2021 Annual
Report.

 

As in any business, there are risks and uncertainties which could impact the
Group's ability to achieve its objectives in the future. The Group's risk
management and assurance framework is designed to make this less likely by
clearly identifying and seeking to mitigate these key risks.

 

The Board has conducted a robust assessment of the principal risks, alongside
the Risk Appetite Statement set out on page 71 meeting the Board's
responsibilities in connection with Risk Management and Internal Control
details in the UK Corporate Governance Code. Each of the principal risks is
assigned an owner from amongst the Board or Group Senior Management team and a
detailed review of each principal risk has been completed in the year.

 

The Group's risk registers were reviewed and validity of the existing prior
year principal risks were reassessed and consideration was given as to whether
any new principal risks have emerged, or certain risks are no longer
considered to be a principal risk. This review resulted in changes being made
to the principal risks in 2021.

 

The identified principal risks were subjected to a detailed assessment based
on the following considerations:

 

 •    Severity of each risk relative to the Group's stated risk appetite;
 •    Existence and effectiveness of actions and internal controls which serve to
      mitigate the risk;
 •    The overall effectiveness of the Group's control environment, including
      assurance and any identified control weakness; and
 •    The extent to which each of the principal risks could impact the Group's
      viability in financial or operational terms, due to their potential effects on
      the business plan, solvency or liquidity.

 

The principal risks set out on pages 74 to 80 are those which we believe to
have the greatest potential to impact our ability to achieve the Group's
strategic objectives or which have the greatest potential impact on the
Group's solvency or liquidity.

 

 

 Principal Risks and Uncertainties
 Covid-19 (Risk trend: No Change)

 Risk of subsequent pandemic waves giving rise to further plant closures and
 heightened workforce exposures both for the Group and its key customers and
 suppliers which could lead to a loss of productivity and/or loss of life.

 Why we think this is important                                                   How we are mitigating the risk                                                   Changes during 2021

 Whilst the emergence of new variants such as Omicron are demonstrating           The Group's has continued to adapt and innovate throughout 2021, whilst          Key initiatives rolled out in the last year have included the Group providing
 significantly milder symptoms, the health and wellbeing threat posed to the      ensuring the constant protection of our people and ability to serve our          vaccination support for all employees where possible, combined with a
 Group's people and operations remains in the near-term, particularly in those    customers safely and reliably.                                                   continued emphasis on mental health, which is a core element of the Groups
 countries with lower vaccination rates.
                                                                                recently launched Health and Wellbeing framework.

                                                                                Underpinned by the Groups vision of being a zero-harm workplace, our risk

                                                                                  mitigation focus has remained on reinforcing our previously developed health     Ongoing vaccination rollouts, booster programmes and heightening immunity
                                                                                  and wellbeing workplace protocols and COVID-19 specific response plans which     levels are all regarded as positive indicators that society is likely to be
                                                                                  are cognoscente of locality and emerging local authority restrictions.           better protected in the future from further COVID-19 disruption. The Group

                                                                                however continues to adopt a cautious outlook, and this is reflected  in the
                                                                                                                                                                   assessed risk as unchanged from the prior year

 Technology (Risk trend: No change)

 Failure of the Group to embrace technology, innovate and continue to develop
 and invest in both our core and next generation solutions and services for our
 customers, leaves the Group's market leading positions and ability to deliver
 on growth ambitions exposed.

 Why we think this is important                                                   How we are mitigating the risk                                                   Changes during 2021

 We need to continue to drive innovation across the Group through investment in   Continued investment in our technology strategy aligned on smart, sustainable,   The Group's acquisition of Motion Metrics, a market leading developer of
 talent and collaboration with research partners, thus ensuring there is a        efficient (SSE) priorities.                                                      innovative Artificial Intelligence and machine vision technology will
 sustainable and evolving product offering leveraging new and adjacent
                                                                                significantly boost our highly engineered, digitally enabled mining products
 technologies.                                                                                                                                                     proposition to support our customers sustainability, productivity and safety

                                                                                agendas.
                                                                                  Use of new emergent technologies radar software / process with embedded

                                                                                Artificial Intelligence (AI) scanning capability to assess potential risks       Risk movement
 Failure to achieve this could give rise to:                                      & opportunities.

                                                                                The impact and likelihood of this risk is assessed to have not changed since
 An inability to give sufficient priority to outer horizon technology leading     Strong governance around intellectual property and new material/product          last year.
 to an under investment / delayed development to meet our medium-long term        launches.
 performance goals.

                                                                                Evolving WARC (Weir Advanced Research Centre) model with strategic
 Failure to identify and mitigate potentially disruptive technology trends as     international research, academic and technology scanning partnerships and
 they appear in mining or adjacent industries and/or failure to adapt at the      funding.
 required pace to gain / sustain market competitiveness.

                                                                                Maturing of the Weir Innovation Network (WIN) approach to further promote,
 Failure to leverage our deep customer/market insights to develop products and    celebrate and reward a culture of innovation.
 solutions which meet the most strategic needs of our customers and other
 stakeholders.

 Failure to adapt our business model to capture economic value / prevent
 economic loss from technological advances.

 Failure to leverage new technology to reduce costs/improve our own operational
 performance, resulting in increased costs and/or lower responsiveness relative
 to our peers.

 Value Chain Excellence (Risk trend: No Change)

 Failure to achieve Value Chain Excellence improvements and the associated
 reduction in costs and enhanced capital efficiency.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 If we fail to improve our value chain management, we risk:                       Regular KPI monitoring of the value chain throughout the organisation. Value     Key mitigation initiatives in the year have centred on increasing our volume

                                                                                Chain Excellence initiatives have been operating throughout the Group to drive   aggregation plans to best costs countries and a reduction in selling, general
                                                                                  value chain improvements including expanding production in best cost             & administrative (SG&A) expense as a percentage of sales through

                                                                                countries.                                                                       greater utilisation of our shared services network.
 Losing the opportunity to meet our customer needs in terms of product volume,

 quality and delivery, through a failure in internal and external supply chains
 resulting in a low of reputation and sales;

                                                                                The Group's forward purchase commitments are being closely monitored to manage   Despite some short-term challenges experienced in the areas of procurement and
                                                                                  inventories at levels appropriate to market conditions.                          supply chain disruption, these have not been deemed sufficiently material to

                                                                                change the risk weighting since last year.
 Failure to optimise our inventory thus inhibiting the Group investment
 strategy and creating slow moving and obsolete inventory ultimately impacting

 our results;                                                                     Our credit risk management procedures are under continuous appraisal and

                                                                                review.

 Failure to manage potential above inflationary increases in procurement costs

 as commodity prices increasing thereby reducing our cost competitiveness and     We regularly monitor market activity to ensure we remain competitive.
 margins; and

                                                                                Improved demand planning and forecasting including Sales and Operations
 Failure to develop organisational capability to sustain and improve              Planning within VCE. Realising value from shared service initiatives.
 operational performance results.

 Climate (Risk trend: No Change)

 Failure to adapt to and mitigate climate change and the associated impact on
 our current or future business.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Failure to manage this risk has significant impacts on us, our customers and     Sustainability Roadmap developed via extensive multi-stakeholder materiality     This risk was reclassified from previously Environmental Sustainability to
 our supply chain. These impacts can be physical or relate to the transition to   assessment encompassing Environmental, Social & Governance (ES&G).               Climate Risk in order to fully reflect the Group's climate change agenda and
 a low-carbon economy and they can be both acute and chronic. Physical risks
                                                                                the role we must play in reducing our own footprint.
 include the potential impact of extreme weather events on our operations.

 Failure to manage transition risks may have political and legal implications

 following increased Governmental focus, such as the costs of complying with      Two of the four Sustainability Roadmap priority areas focus on Environmental

 carbon prices.                                                                   Sustainability.                                                                  Key activities in 2021 involved a quantitative review of the market risks and

                                                                                opportunities linked to the transition to a low-carbon economy, with the
                                                                                                                                                                   findings then integrated directly into the strategic planning process and

                                                                                principal risk framework.
 There are also wider implications of this risk including changes in revenue      Creating sustainable solutions: with targets for increased sustainability

 due to reduced demand from declining market sectors, loss of market share if     impact of our products in use, sustainable design and supply and end-of-life
 we were not able to meet demand for products with reduced energy and water       stewardship for our products.

 usage, negative impact on reputation leading to increased cost of capital and
                                                                                Execution of the Group's first ever sustainability linked public bond
 failure to attract talent into the organisation.                                                                                                                  placement, further strengthened our balance sheet and wider climate

                                                                                commitments.
                                                                                  Reducing our footprint: with targets for CO2 reduction (both efficiency and

                                                                                  renewable supply optimisation), water stewardship, waste elimination.

                                                                                                                                                                   The impact and likelihood of this risk is assessed to have not changed since

                                                                                last year.
                                                                                  We are continuing strong engagement with stakeholders in this area.
 Safety, Health and Wellbeing (Risk trend: No change)

 Failure to adequately protect our people and customers from harm presents a
 significant threat to the physical and mental well-being of the Group's
 existing and available workforce leading to a resultant impact on productivity
 and our ability to meet customer demands and expectations.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Our commitments to a zero-harm workplace and environmental safeguarding are at   The Group's SHE charter sets out the guiding principles, priorities and          The Group's SHE charter was refreshed in 2021 and has been instrumental in
 the very core of our sustainability strategy and purpose, with policies and      actions, each of which play a vital role in supporting our shared vision of      empowering individuals and teams to focus first on safe behaviours,
 processes in place to ensure the continued health, safety and physical &         achieving zero-harm workplace where everyone of our people has a safe start, a   proactively identifying risks through safety conversations and articulating
 mental wellbeing of all employees, customers and third parties.                  safe finish and a safe journey home.                                             clearly what is expected and required from us all to achieve our collective

                                                                                vision.

                                                                                  The Weir SHE management system then establishes a common set of standards and

                                                                                  expectations for addressing risk throughout our operations globally.             SHE also became an integral part of our employee engagement programme with

                                                                                pulse surveys undertaken to promote active participation in employees own and
                                                                                                                                                                   other's health, wellbeing and safety.  The survey's findings led to the Group
                                                                                                                                                                   launching its new Health and Wellbeing framework focusing on the Culture &
                                                                                                                                                                   Leadership, Safety & Environment, Mental Wellbeing, Physical Wellbeing and
                                                                                                                                                                   Financial Wellbeing.

                                                                                                                                                                   The impact and likelihood of this risk is assessed to have not changed since
                                                                                                                                                                   last year.
 People (Risk trend: Increasing)

 Failure of the Group to build an ever more inclusive and diverse culture,
 which gives rise to an inability to attract and retain the very best
 workforce.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Our people represent our biggest asset and so the ability of the Group to        Promotion of the Weir Group Values & Behaviours, Code of Conduct and HR          2021 saw the introduction Workday, the Group's new global HR management system
 attract, develop and retain talent and build capability at the pace required     Policies sets the standards and expectations for all our staff, reinforcing      which forms an integral part of our ongoing discovery programme designed to
 is fundamental to the delivery of the Group's strategic objectives.              our stated commitment to attracting and retaining the very best people.          modernise, standardise and digitise our HR processes to ultimately deliver an

                                                                                even better employee experience.

 Our ambition to foster an inclusive and diverse workforce that increasingly      High performer assessments are undertaken to identify and develop our very

 reflects the diversity of the markets in which we operate, is key to creating    best talent.                                                                     In the key area of Inclusion and Diversity the Group launched its global
 a purpose driven culture where we can all do the best work of our lives.
                                                                                I&D education programme, which also included the creation of I&D
                                                                                                                                                                   ambassadors, global online learning programmes and the promotion of affinity

                                                                                groups.
                                                                                  Succession plans are in place and periodically reviewed for all of our key

                                                                                  management.

                                                                                  Personal Development Plans are set and reviewed for the effective development    Given the prevailing competitive labour market conditions which are
                                                                                  of all of our staff.                                                             manifesting themselves in labour shortages and increased attrition rates in

                                                                                certain pockets , this risk was elevated during the year to reflect the
                                                                                  We continue to offer competitive compensation and benefits packages.             potential short-term impediment to growth.

                                                                                  Inclusion and Diversity Training and Steering Committee.

 Market (Risk trend: No Change)

 Changes in key mining markets, including commodity prices and macro-economic
 conditions have an adverse impact on customers' expenditure plans. Fundamental
 market structure changes could alter the long-term economics of the business.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Cyclical nature of the Group's end markets, including continued exposure to      Our aftermarket focused business model and enhanced focus on technology to       Completion of the Group first ever sustainability linked public bond in our
 oil sands, giving rise to downturns and resultant pricing and operational        reduce cost and improve efficiency combine to mitigate the risk of future down   150-year history further strengthened our balance sheet whilst also
 pressures.                                                                       turns.                                                                           reaffirming our commitment to reducing our environmental impact by 30% by the

                                                                                end of 2024.

 Risk of credit markets tightening limiting access to capital.                    The Group's strategy planning process utilises extensive market intelligence

                                                                                to assist in forecasting opportunities and dips in markets.                      With key commodities remaining at multi year highs the impact and likelihood
                                                                                                                                                                   of this risk is assessed to have not changed since last year.

 Failure of the Group to maximise upturn opportunities and meet customer
 demands.

 Competition (Risk trend: No change)

 Increasing presence of low-cost competitors with improving quality in our end
 markets leads to significant pricing pressure and margin deterioration.
 Disruptive technologies or new entrants with alternative business models could
 also reduce our ability to sustainably win future business, achieve operating
 results and realise future growth opportunities. Continuing threat from third
 party replicators.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Increasing presence of low cost competitors with improving quality in our end    Horizon scanning for competitor threats including patent searches and            The Group's continued to focus on the development of technology solutions,
 markets leads to significant pricing pressure and margin deterioration.          applications.                                                                    it's aftermarket services proposition and emphasis on total cost of ownership,
 Alternatively, increased competition forces a continual release of longer wear
                                                                                delivered a series of active product alliances with several key customers.
 life products resulting in maintaining market share but cannibalising our

 sales volumes with difficulty in realising commercial benefits.

                                                                                  Collaboration with customers on technology partnerships and field trials.

                                                                                The impact and likelihood of this risk is assessed to have not changed since
                                                                                                                                                                   last year.

                                                                                  Technology solutions with differentiation on engineering expertise,
                                                                                  aftermarket service and total cost of ownership.

                                                                                  Continued development of operational efficiency and improvement plans.

                                                                                  Continued investment in core product design, process and materials that
                                                                                  provide high value.

 Digital Strategy and Roadmap (Risk trend: No change)

 Failure to exploit 'digitalisation' opportunities impacting the Group's
 ability to meet evolving customer expectations.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 To meet the needs of our customers, the ambitions of our business and the        Building on work which has taken place in preceding years a task force of        T Digital risk has been fully reviewed and the associated key risk indicators
 expectations of an increasingly digital world, Weir must prioritise and          senior leaders from across the Group has been put in place to shape our          have been updated. Acquisition of Motion Metrics and appointment of Chief Data
 accelerate its digital evolution.  Failure to do so will negatively impact       digital vision and roadmap. This 3 month programme is being complemented by      Officer align to digital strategy ambitions and help to further mitigate the
 Weir's market position along with our ability to attract the people, skills      additional work to increase 'digital fitness' across the business and assess     associated risk.
 and investment needed to become a premium mining technology business. If we      our approach to digital talent recruitment.

 fail to implement a holistic, digitalised ecosystem and culture quickly and

 effectively competitors, who successfully embed digitalisation, will benefit

 and increase their market share.
                                                                                The impact and likelihood of this risk is assessed to have not changed since

                                                                                Digital and IT leadership are also now embedded in the Group and Divisional      last year.
                                                                                  strategic planning processes to ensure digitalisation is given due

                                                                                  consideration.
 Information Security and Cyber (Risk trend: No change)

 Failure to adequately protect Weir Group from cyber enabled fraud and other
 information security risks which can lead to operational disruption,
 reputational damage, regulatory fines and/or financial impacts.
 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Weir's global operations are heavily reliant on its IT systems and               We have an IT governance framework which oversees our technology operations.     We have invested in operational capabilities and skills to support the
 infrastructure. As the scale, regularity and disruption of cyber-attacks         The IS&T Control Board provides assurance and oversight of our security          monitoring and resolution of cyber security incidents.  These improvements
 continues to increase we must recognise this risk and take steps to ensure the   posture across the business and approves policy and control assessments in       include the appointment of a new Cyber Security Ops director to lead the
 business is protected against them.                                              relation to cyber risk and IT Security.                                          transformation of our operational cyber security capabilities.  We have also

                                                                                partnered with a highly skilled threat hunting team who will look for issues
                                                                                                                                                                   which cybercriminals may be able to exploit. A number of additional control

                                                                                enhancements were also implemented following the cyber security incident in
 In the last eighteen months, the IT Transformation programme has delivered a     Security incidents are managed by the cyber security operations team, and any    September 2021.
 number of improvements to reduce the impact of cyber-attacks on our business.    significant cyber security incidents are reported to the Group Executive.

                                                                                Internal and external audit activities are also regularly undertaken to
                                                                                  provide additional governance around our control environment as well as

                                                                                highlighting opportunities to make further improvements.                         Our Cyber risk underwent a thorough review following the ransomware incident.
 Our Cyber Security Strategy sets out a three-year programme of activities to
                                                                                The principal conclusion was  that our developed risk treatment remained the
 further improve our cyber defences and controls.                                                                                                                  same and was further underpinned by security control enhancements. The

                                                                                completion of these initiatives, and the continued execution of our approved
                                                                                  An annual cyber security education and awareness plan is in place to ensure      Cyber strategy, will significantly reduce the impact of any future cyber

                                                                                colleagues are equipped with the knowledge and awareness they need to use        incident and as such the risk is assessed as remaining unchanged from the
 One of the key objectives of the cyber security strategy is to increase our      technology safely and securely.                                                  prior year.
 resilience and reduce the impact of a cyber-attack in addition to the

 implementation of preventative measures.

                                                                                  The implementation of our IT Transformation and the Cyber Security Strategy
                                                                                  roadmap are delivering improvements across multiple areas of the business
                                                                                  which in turn will help to reduce the impact of any future cyber incidents.

 Attempted Ransomware Incident

 The attempted ransomware incident in September 2021 was a sophisticated,
 determined and prolonged assault on our business. Our swift and robust
 response to the incident protected our infrastructure and data, meaning we
 were able to continue meeting the  needs of our customers throughout.

 All Weir systems have now been restored and a number of improvements
 introduced in direct response to lessons learned from the incident.

 Political and Social (Risk trend: No change)

 Adverse political action, or political and social instability, in territories
 in which we operate may result in strategic, financial or personnel loss to
 the Group.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 Given the global nature of the Groups operations we are exposed to an ever       Positive proactive engagement with a range of Governments / elected              The geopolitical risk landscape remained unsettled throughout 2021 and
 changing political and social landscape which requires constant monitoring.      representatives and trade and industry bodies allows the Group to contribute     consequently involved the Group increasing its monitoring efforts in several
 Adverse events may occur in the territories in which we operate that may         to policy decisions and address specific concerns.                               jurisdictions.
 require us to act swiftly to continue to protect our people and property and

 adjust to regulatory changes which have the potential to impact our
 competitiveness or have a negative impact on our return on capital employed.

                                                                                  Our strategic planning process allows for a regular review of market             From political polarisation, to failing states, to power repositioning and
                                                                                  attractiveness whilst also assisting in the forecasting of potential political   rising fears of both traditional and cyber terrorism, the potential risks to
                                                                                  and social instability in the regions in which we operate. A combination of      the Group's international operations, people and reputation were seldom
                                                                                  risk horizon scanning, and third-party intelligence sourced from risk            higher, with the ongoing situation involving Russia and the Ukraine simply
                                                                                  consultants allows the Group to maintain flexibility and develop appropriate     reinforcing the volatility of the global landscape. As a consequence this risk
                                                                                  contingency and exit strategy plans.                                             was elevated during the year.
 Ethics and Governance (Risk trend: No change)

 Interactions with our people, customers, suppliers and other stakeholders are
 not conducted with the highest standards of integrity and in accordance with
 Group Policies & Procedures which devalues our reputation.

 Why we think this is important                                                   How are we mitigating the risk                                                   Changes during 2021

 We are unwilling to accept dishonest or corrupt behaviour from our people, or    The Code of Conduct, supplemented with Group policies on related topics,         There were a number of areas of focus for the Group's compliance function in
 external parties acting on our behalf, whilst conducting our business. If we     provides a clear framework for how we expect our business will be conducted.     2021 and these included the refreshing and updating our human rights policy
 fail to act with integrity, we are at risk of:
                                                                                and the launch of an improved gifts and hospitality register.

                                                                                Regular training and re-enforcement of principles is provided using a range of

 • Reputational damage leading to a loss of business opportunity;                 mechanisms including Town Hall style sessions and online and induction           The impact and likelihood of this risk is assessed to have not changed since

                                                                                training.                                                                        last year.

 • Increased scrutiny from regulators;

                                                                                The financial control framework is continually monitored for effectiveness.

 • Legal action from regulators including fines, penalties and imprisonment;

                                                                                Internal Audit's remit includes regular review of the anti-bribery and
                                                                                  corruption and financial controls across the Group.

 • Exclusion from markets important for our future growth;

                                                                                  The Group compliance function designs and administers our global compliance

                                                                                programme and assists Internal Audit in monitoring adherence to enhance global
 • Failure to meet required social standards to maintain licence to operate       focus on compliance.
 in our communities.

                                                                                An Ethics Hotline is available to all members of staff and the public. Reports
 We expect all areas of the business to do the right thing and conduct business   are investigated on a timely basis and summary reports provided to the Group
 in compliance with applicable laws, Weir Group policies and procedures, and      Executive and Board.
 the highest ethical standards.

 

Appendix B: Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the
Financial Statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each
financial year. Under that law the directors have prepared the Group financial
statements in accordance with UK-adopted international accounting standards
and the Company financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 'Reduced Disclosure Framework', and applicable law).

 

Under company law, Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state of affairs
of the Group and Company and of the profit or loss of the Group for that
period. In preparing the financial statements, the Directors are required to:

 

·     Select suitable accounting policies and then apply them
consistently;

·     State whether applicable UK-adopted international accounting
standards have been followed for the Group financial statements and United
Kingdom Accounting Standards, comprising FRS 101 have been followed for the
Company financial statements, subject to any material departures disclosed and
explained in the financial statements;

·     Make judgements and estimates that are reasonable and prudent;

·     Prepare the financial statements on the going concern basis unless
it is inappropriate to presume that the Group and Company will continue in
business.

 

The Directors are also responsible for safeguarding the assets of the Group
and Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.

 

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Company's transactions and
disclose with reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial statements
comply with the Companies Act 2006.

 

The Directors are responsible for the maintenance and integrity of the
Company's website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from legislation in other
jurisdictions. The Directors consider that the Annual Report and Financial
Statements, taken as a whole, are fair, balanced and understandable and
provide the information necessary for Shareholders to assess the Group's
performance, business model and strategy.

 

Each of the Directors, as at the date of this report, confirms to the best of
their knowledge that:

 

·     the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards, give a true and
fair view of the assets, liabilities, financial position and profit of the
Group;

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

·     The Strategic Report and the Directors' Report include a fair
review of the development and performance of the business and the position of
the Group and Company, together with a description of the principal risks and
uncertainties that it faces.

 

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

 

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

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

 

 

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