Annual Financial Report
Spirax-Sarco Engineering plc
2010 Annual Report and Accounts and
Notice of Annual General Meeting
Spirax-Sarco Engineering plc (the "Company") released its preliminary results announcement of annual results for the year ended 31st December 2010 ("Final Results announcement") on 8th March 2011. The announcement made on that date included inter alia a condensed set of the Company's financial statements and extracts from the management report, as required by DTR 4.1.
The Company announces that its 2011 Annual General Meeting will be held at 2.00 pm on Tuesday, 10th May 2011 at The Cheltenham Chase Hotel, Shurdington Road, Brockworth, Gloucestershire GL3 4PB.
In connection with this, the following documents have been posted to shareholders:
- Notice of 2011 Annual General Meeting;
- 2010 Annual Report and Accounts; and
- Proxy form for 2011 Annual General Meeting.
In accordance with Listing Rule 9.6.1, printed copies of these documents have also been submitted to the National Storage Mechanism and will shortly be available for inspection on the National Storage Mechanism (www.hemscott.com/nsm.do).
As required by DTR 6.3.5R(3), the Company confirms that the Annual Report and Accounts and the Notice of 2011 Annual General Meeting are now available to view or download in a pdf format from the Spirax-Sarco Engineering website. The direct link to download the Annual Report and Accounts is http://www.spiraxsarcoengineering.com/investors/2010/annual/download-pdf-version/Spirax_Sarco_ARA_2010.pdf and the direct link to download the Notice of 2011 Annual General Meeting is http://www.spiraxsarcoengineering.com/investors/2010/annual/circular/2010-circular-to-shareholders.pdf.
A condensed set of the Company's financial statements and extracts of the management report including the Business Review, were included in the Company's Final Results announcement. That information, together with the Appendix to this announcement, which contains additional information which has been extracted from the Annual Report and Accounts for the year ended 31st December 2010, constitutes the material required for the purposes of compliance with the Transparency Rules and should be read together with the Final Results announcement, which can be downloaded from the Company's website at http://www.spiraxsarcoengineering.com/. This announcement should be read in conjunction with and is not a substitute for reading the full Annual Report and Accounts. Together these constitute the information required by DTR 6.3.5, which is required to be communicated to media in unedited full text through a Regulatory Information Service. Page and note references in the text below refer to page numbers and notes in the Annual Report and Accounts.
Appendix
Risks and uncertainties
A description of the principal risks and uncertainties that the Company faces is extracted from pages 20 and 21 of the 2010 Annual Report and Accounts.
"The Group has well established risk management processes, including insurance cover, which are an integral part of the operation of our business and which are outlined in the Corporate Governance report on pages 31 to 35. Whilst risk can never be eliminated, our processes allow us to identify and appropriately manage and mitigate risks and uncertainties. These mainly arise from the inherent risks of operating a worldwide business largely using our own local sales companies to sell in local currency, direct to end-user customers, distributors, OEMs and contractors, a very wide range of products, mostly designed and manufactured in our own facilities in a number of different countries. The business is well spread geographically, across tens of thousands of customers and across most industrial and commercial sectors. This means that we do not rely excessively on any one customer, product application or industrial sector.
The Risk Management Committee has identified 19 specific principal risks and uncertainties, which have been broadly grouped under the headings of strategic, commercial, operational and financial. Ultimately these affect our ability to deliver our prime financial objective, which is to provide enhanced value to shareholders through consistent growth in earnings per share and dividends per share. Strategic risks and uncertainties include customer relationships, the competitive environment, political and economic upheaval, technological changes, the regulatory and legal environment, and investment in acquisitions. These relate to maintaining our market and technological leadership including branding and reputation.
Commercial risks and uncertainties include issues such as product design and performance, product liability, competitor activity, relations with customers and suppliers, pricing and profit margins. Our employees are key to managing and mitigating risks and uncertainties and we therefore invest significant resources in the training and development of our people.
Operational risks and uncertainties include health and safety and environmental issues; employee relations; mitigation of, and recovery from, major disasters; product quality and customer service. We have for many years complied with recognised quality, health and safety and environmental standards and regulations and have applied project management disciplines in our business. The Group's approach to the health and safety of employees is more fully described on pages 24 and 25. Appropriate measures are implemented locally, particularly in the manufacturing companies, and we made further improvements in health and safety processes in 2010. The environmental benefits from the use of Group products are more fully described on pages 22 to 25. General managers of operating companies are responsible for local compliance with the Group's policy and with local legislation, and are required to report twice yearly on compliance with these issues.
The Group is committed to observing the highest standards of ethics in all its dealings with customers, suppliers, employees and all other stakeholders in the business.
The Group Management and Business Code (which is reviewed at least annually) sets out very clearly the standards expected of all employees and it is the responsibility of all managers within the Group's businesses both to abide by those standards and to ensure that employees for whom they are responsible adhere to the standards. The Chief Executive writes annually to all general managers of Group businesses to remind them of the importance which the Group attaches to the Code and of their obligations to ensure compliance with the Code. Additionally, general managers are regularly required to certify compliance with the Code.
In addition, the Group has been taking steps to ensure that the Directors and all Group businesses are fully briefed on the details of the UK Bribery Act 2010 and that all necessary steps are taken to comply with the terms of the Act. Briefings have been, and will continue to be, issued to Group businesses to ensure awareness of the Act's provisions and various steps are being taken to ensure compliance with the terms of the Act.
Also, as described on page 34, the Group has a well-established risk management programme. The general managers of all Group companies are required to answer a detailed risk management questionnaire twice each year and the replies to these questionnaires are reviewed by the Board's Risk Management Committee and the full Board and, where necessary, followed up by Group Management. A review of the Group's risk management programme and of the various risks faced by Group companies was conducted in 2010 and facilitated by Willis, the Group's insurance broker and risk adviser.
Financial risks and uncertainties include exchange rate exposures, interest rate movements, financial instruments, financial irregularities and protection of assets including pension fund assets. The Group has a comprehensive Treasury Policy covering many of these issues and defining our approach to minimise and mitigate such risks."
Related Party Transactions
The following related parties transactions are extracted from page 75 of the 2010 Annual Report and Accounts.
|
|
2010 |
2009 |
|
"THE GROUP |
£000 |
£000 |
|
Sales to associated companies |
1,164 |
1,259 |
|
Dividends from associated companies |
1,779 |
1,498 |
|
Amounts due from associated companies at 31st December |
189 |
237 |
|
|
2010 |
2009 |
|
PARENT COMPANY |
£000 |
£000 |
|
Dividends received from subsidiaries |
56,500 |
49,500 |
|
Loans and amounts due from subsidiaries at 31st December |
134,413 |
93,331 |
|
Amounts due to subsidiaries at 31st December |
941 |
941 |
The transactions above were priced on an arm's length basis and on standard business terms."
Statement of Directors' responsibility
The following responsibility statement is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5. This statement relates to and is extracted from page 44 of the 2010 Annual Report and Accounts. Responsibility is for the full 2010 Annual Report and Accounts not the extracted information presented in this announcement and the Final Results announcement.
"Responsibility statement
We confirm that to the best of our knowledge:
(1) The financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole and
(2) The Business Review and Financial Review, which are incorporated into the Directors' Report, include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Signed on behalf of the Board
D J Meredith
Finance Director
8th March 2011"
For further information contact:
William Stebbings
Company Secretary
Spirax-Sarco Engineering plc
Charlton House
Cheltenham
Gloucestershire
GL53 8ER
Tel: 01242 521361
This information is provided by RNS