KELLER GROUP PLC - Annual Financial Report

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Keller Group plc15 April 2014Keller Group plc ("the Company") - Annual Financial ReportIn accordance with Listing Rule 9.6.1, copies of the following documents havebeen submitted to the National Storage Mechanism:  * Annual Report and Accounts for the year ended 31 December 2013 (the `Annual Report 2013')  * The notice of annual general meeting 2014  * Form of proxy for the annual general meetingThese documents will shortly be available for inspection at the NationalStorage Mechanism at www.hemscott.com/nsm.do.The Annual Report 2013 is also available on the Company's website atwww.keller.co.uk. Hard copies of all the documents have been sent toshareholders.The annual general meeting will be held at 11.00am on Thursday 22 May 2014 atthe offices of Investec, 2 Gresham Street, London, EC2V 7QP.In accordance with DTR 6.3.5, this announcement contains information in theattached Appendix of the principal risk factors, the directors' responsibilitystatement and a note to the accounts on related party transactions. Thisinformation has been extracted in full unedited text from the Annual Report2013.  References to page numbers and notes in the Appendix refer to those inthe Annual Report 2013.  A condensed set of financial statements was appendedto Keller Group plc's preliminary results announcement issued on 3 March 2014.For further information please contact:Kerry PorrittCompany Secretary                                   Appendix                   Unedited extract from Annual Report 2013Principal risks and KPIsRisk              Description          Controls and         KPIs                                       mitigationMarket cycles     Whilst our business  • Strategy of        Revenue growth                  will always be       geographic           compared withThe Group's broad subject to economic  diversification:     market growthbase helps to     cycles, market riskmitigate against  is reduced by the    - operations in over Definition andthe risk of       diversity of our     40 countries         method ofdownturn in our   markets, both in                          calculationmarkets           terms of geography   • Broad customer                  and market segment.  base.                Year-on-year sales                                                            growth (including                  It is also partially • Services used      acquisitions) in                  offset by            across all industry  local currency                  opportunities for    segments:            compared with                  consolidation in our infrastructure,      growth in the total                  highly fragmented    industrial,          regional                  markets. Typically,  commercial,          construction                  even where we are    residential and      market.                  the clear leader, we environmental.                  still have a                              As our work occurs                  relatively small                          at the start of the                  share of the market.                      construction cycle,                  Our ability to                            our revenue is a                  exploit these                             leading indicator                  opportunities                             for the                  through bolt-on                           construction                  acquisitions is                           market, whereas                  reflected in our                          market comparators                  track record of                           are based on the                  growing sales, and                        lagging indicator                  doing                                     `construction put                  so profitably,                            in place'.                  across market                  cycles.Tendering and     It is in the nature  • Risk Management    Operating marginmanagement        of our business that Framework definesof contracts      we continually       Minimum Standards in Definition and                  assess and manage    the control of       method ofProject risk is   technical, and other project risk.        calculationmanaged           operational, risks.throughout the                         • Risk-based tender  Operating profitlife of a project Some of the controls approval process,    before exceptionalfrom the          we have in place,    with clear           items expressed astendering stage   particularly at the  delegations of       a percentage ofto completion     crucial stage of     authority.           revenue.                  tendering of                  contracts, are set   • Independent review                  out in the table     of tenders.                  opposite.                                       • Training for staff                                       in the typical risk                                       issues they may face                                       when tendering for                                       jobs, negotiating                                       contracts and                                       executing work.                                       • Legal review of                                       unusual or onerous                                       contract terms.                                       • Project staff                                       selected on the                                       basis of their                                       skills, experience                                       of a particular type                                       of project and their                                       workload.                                       • Establishment of                                       `centres of                                       excellence'.                                       • Formal handover                                       meetings at each                                       stage of the                                       contract.                                       • Formal daily                                       reports generated                                       and reviewed for                                       each contract in                                       progress. Weekly                                       cost reports                                       produced for                                       projects and                                       reviewed by next                                       level management.                                       • Periodic reviews                                       of poorly performing                                       contracts to                                       establish lessons                                       learned with the                                       results communicated                                       to all relevant                                       staff.Expansion         We recognise the     • Moving into new    Return on net                  risks associated     geographic markets   operating assetsOur long-term     with acquisitions    often involvesgrowth track      and expanding into   following customers  Definition andrecord is built   new regions and aim  with whom we have    method ofon a combination  to manage these to   previously worked.   calculationof organic growth acceptableand acquisitions  levels.              • We deploy trusted  Operating profit                                       and experienced      before exceptional                  These include        personnel to         items expressed as                  various country      establish and grow   a percentage of                  risks, including the our business in new  average net                  challenges of        regions.             operating assets                  operating within                          (including goodwill                  different business   • Robust operating   acquired through                  and safety cultures. rules, including our acquisitions).                                       Think Safe framework                  When considering an  and Code of Conduct, `Net operating                  acquisition, we try  apply wherever in    assets' excludes                  to get to know a     the world we are     net debt, tax                  target company,      working.             balances, deferred                  often working in                          consideration and                  joint venture, to    • Cross-border       net defined benefit                  understand the       support and sharing  pension                  operational and      of expertise support liabilities.                  cultural differences the transfer of                  and potential        technologies.                  synergies.                                       • Acquisition                                       targets are usually                                       well known to                                       Keller.                                       • We have thorough                                       due diligence                                       processes, mostly                                       undertaken by our                                       own management.                                       • Individual                                       integration plans                                       reflect the unique                                       character of each                                       acquisition.Safety            Keller is made up of   * Our safety       Accident Frequency                  businesses of            framework,       Rate (`AFR')The construction  varying sizes            `Think Safe',industry poses    operating around the     incorporates our Definition andsignificant       world, often in          Safety Goal,     method ofsafety            challenging              Principles,      calculationchallenges, but   environments.            Policy andwe do not view                             Minimum          Accident frequencyinjuries as being It is essential          Standards.       per 100,000 maninevitable        that, as we continue                      hours.                  to grow and move       * All business                  into new regions, we     units undertake                  can be sure that our     an annual safety                  approach to safety       assessment.                  is equally rigorous,                  no matter              * From these,                  whereabouts in the       safety                  world, or on which       improvement                  projects, we are         plans                  working.                 are developed                                           and implemented.                                         * Regular                                           directors' and                                           managers' safety                                           tours reinforce                                           the importance                                           of safety.People            The risk of losing,  We aim to be a       Staff turnover rate                  or not being         responsible employerThe accumulation  able to attract,     for whom our         Definition andof knowledge and  good people          employees are proud  method ofexperience is     is key.              to work.             calculationessential tohelping our       We pride ourselves   • We provide:        Managerial,customers to find in having some of                         professional andthe best          the best             - excellent training technical staffsolutions         professional and     and development      leaving in the                  skilled people in    opportunities;       period, other than                  the industry, who                         through redundancy                  are motivated by our - experience on      or normal                  culture and the      challenging and      retirement,                  opportunities for    high-profile         expressed as a                  career growth.       projects;            percentage of                                                            employees in this                                       - opportunities for  category.                                       international career                                       growth; and                                       - good engagement                                       and two-way                                       communications.                                       • We aim to treat                                       our employees with                                       fairness, dignity                                       and respect.Responsibility statement of the Directors in respect of the annual report andthe financial statementsWe confirm that to the best of our knowledge:  * the financial statements, prepared in accordance with the applicable set of    accounting standards, give a true and fair view of the assets, liabilities,    financial position and profit or loss of the Company and the undertakings    included in the consolidation    as a whole; and  * the Directors' report, including content contained by reference, includes 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.The Board confirms that the Annual Report and Accounts, taken as a whole, isfair, balanced and understandable and provides the information necessary forshareholders to assess the performance, strategy and business model of theCompany.26 Related party transactionsTransactions between the parent, its subsidiaries and jointly controlledoperations, which are related parties, have been eliminated on consolidationand are not disclosed in this note.On 3 April 2013, the Group acquired the remaining 49% minority shareholding ofKeller-Terra S.L. for a cash consideration of £5.6m (€6.7m) from GTCEISUConstrucción, S.A., a connected person of Mr López Jiménez, who retired as aDirector of the Company during 2012.During the year, the Group undertook various contracts with a total value of £nil (2012: £3.9m) for GTCEISU Construcción, S.A. An amount of £nil (2012: £5.6m) is included in trade and other receivables in respect of amountsoutstanding as at 31 December 2013. During the year, the Group made purchasesfrom GTCEISU Construcción, S.A. with a total value of £nil (2012: £2.0m). Anamount of £nil (2012: £1.0m) is included in trade and other payables in respectof amounts outstanding as at 31 December 2013.Related party transactions were made on an arms-length basis and no guaranteeshave been given or received.The remuneration of the Directors, who are the key management personnel andrelated parties of the Group, is set out in note 6 (extract below).                                                 2013               2012                                                   £m                 £mShort-term employee benefits                      3.4                3.4Post-employment benefits                          0.1                0.3Share-based payments                              1.0                0.8                                                  4.5                4.5