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Together, we create
sustainable living
Annual Report & Accounts 2023
Together,
we create
sustainable living
At Genuit Group, we help create a better,
more sustainable built environment,
by developing and producing sustainable
solutions for the key challenges faced in
water, climate and ventilation management
within the construction industry.
Together, we create sustainable living.
Forward-looking statements
This Annual Report contains various forward-looking statements
that reflect management’s current view with respect to future
events and financial and operational performance. All statements
reflect knowledge and information available as at the date of
preparation of this Annual Report and there can be no assurance
that forward-looking statements will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such statements. Therefore, nothing in this Annual
Report should be construed as a profit forecast.
Contents
Strategic Report
1
Highlights
2
At a glance
4
Investment Case
5
Chair’s Statement
8
Chief Executive Officer’s review
13
Business Units in action
16
Key Performance Indicators
18
Business model
19
Strategic framework
20
Strategy: Growth
22
Strategy: Sustainability
29
Pathway to Net-Zero
31
Task Force on Climate-Related
Financial Disclosures
41
Strategy: Genuit Business System
43
Strategy: People and Culture
47
Health, Safety, Environment
and Wellbeing
49
Engaging with our stakeholders
54
Section 172 statement
58
Non-financial and sustainability
information statement
59
Chief Financial Officer’s Report
66
Principal Risks and Uncertainties
Governance
75
Governance at a glance
76
Chair’s Letter
78
Directors and Officers
80
Corporate Governance Statement
92
Nomination Committee Report
99
Risk Committee Report
106
Audit Committee Report
113
Directors’ Report
116
Directors’ Responsibilities Statement
Remuneration
118
Letter from the Chair of the
Remuneration Committee
122
Remuneration at a glance
123
Remuneration Policy
134
Annual Report on Remuneration
Financial Statements
149
Independent Auditor’s Report
158
Group Income Statement
159
Group Statement of
Comprehensive Income
160
Group Balance Sheet
161
Group Statement of Changes in Equity
162
Group Cash Flow Statement
163
Notes to the Group Financial Statements
191
Directors’ Responsibilities Statement
192
Company Balance Sheet
193
Company Statement of Changes
in Equity
194
Company Cash Flow Statement
195
Notes to the Company Financial
Statements
200
Five-Year Summary
Shareholder Information
201
Shareholder Information
Highlights
Financial highlights
Revenue
£m
Underlying operating profit
£m
£586.5m
-5.7%
£94.1m
-4.2%
2023
2022
2021
586.5
622.2
594.3
2023
2022
2021
94.1
98.2
95.3
Revenue declining 5.7% despite an overall volume
reduction of 12.4% year-on-year, in the context of
market headwinds.
A full year volume reduction of 12.4% was partially
offset by new product launches, balanced price
and cost management and business simplification
projects, resulting in a 4.2% year-on-year reduction
in underlying operating profit.
Dividend per share
pence per share (p)
Profit before tax
£m
12.4p
+0.8%
£48.4m
+6.6%
2023
2022
2021
12.4
12.3
12.2
2023
2022
2021
48.4
45.4
62.9
Announced progressive dividend policy, to 12.4p
per share (2.0x interest cover), reflecting strength
of the balance sheet and confidence in execution
of strategy.
Increase of 6.6% of profit before tax.
Underlying cash conversion
%
Net debt
£m
87.7%
+30.3pps
£149.3m
-10.2%
2023
2022
2021
87.7
57.4
54.6
2023
2022
2021
149.3
166.2
165.7
Underlying cash generated from operations of
£83.2m with a cash conversion of 87.7% (2022: 57.4%).
Maintaining a robust balance sheet with headroom
for investment.
ESG highlights
Carbon Intensity
0.140tCO
2
e/t
Absolute Carbon
-33%
2022
0.136tCO
2
e/t
Despite the decrease in volumes we sustained a
similar but only slightly increased level of carbon
intensity across scopes 1 & 2. Given that aspects of
our carbon impact such as heating are not directly
related to volume output, the business has worked
hard to ensure efficiency gains have offset the
impact that a volume decrease would otherwise
have on intensity.
2022
+9.6%
The absolute impact in terms of tCO
2
e reduced by
33% compared to prior year across scopes 1, 2, &
scope 3: category one. Whilst some of this reduction
reflects volumes being lower, there were also
improvements in energy and carbon efficiencies
during the year.
Use of Recycled
Polymers
49.2%
2022
48.7%
Vitality Index
21.5%
2022
24.7%
Despite mixed challenges relating
to the low level of housing starts in
2023, we maintained our prior year
performance in recyclate usage.
We continue to lead our European
peer group in this area, and work
through our programme to switch
further ranges to recycled
polymers during 2024.
Our Vitality Index showed minor
decline in 2023 as some significant
product ranges fell out of the
qualifying period. However, with
the launch of exciting products
such as PolyPlumb Enhanced
during 2023, and MRXBox with
cooling capability late in 2022,
we are confident this metric
will improve as the associated
revenues grow.
Electricity Sourced from
Renewable Sources
91%
2022
91%
The 5% C
l
ub
8.2%
2022
3.5%
We have continued to focus
on the coverage of our
renewables-based contracts.
Looking forward, we are
investigating those activities
outside Great Britain
to drive this further.
We retained our Silver Membership
status within The 5% Club. Our
programme of apprenticeships
and accredited Earn and Learn
schemes are consistent with
improving social mobility, and help
us to develop our talent in line with
our strategic objectives.
1
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Climate Management
Solutions
Water Management
Solutions
Sustainable Building
Solutions
UK
International
Other
Genuit’s
purpose
brought
to life
At a glance
Colleagues
3,161
Sites
26
Revenue split
Genuit Group is an organisation with a clear purpose;
Together, we create sustainable living.
We enact this purpose through our Sustainable
Solutions for Growth strategy, which is based upon
four interconnected and complementary themes.
Growth
Sustainability
Genuit Business
System (GBS)
People
and Culture
Growth
We focus on higher-growth,
sustainability-linked market segments.
In addition to the tailwinds which drive
these segments, we will outperform
our market through innovation and
commercial excellence. We will grow both
organically, and through a disciplined
approach to M&A.
Sustainability
We will be the lowest carbon supplier of
choice for our customers. Reducing our own
carbon impact is consistent with offering
a range of solutions which mitigate the
impact the built environment has on climate
change. Additionally, we provide solutions
which address the need for the built
environment to adapt to climate change.
Genuit Business System
Genuit Business System (GBS) is our
way of creating value across the
Group through lean transformation
and operational excellence. This allows
us to realise synergies across our
existing portfolio as well as creating
a methodology for synergy realisation
following future M&A.
People and Culture
The capability, expertise and development
of our employees is key to achieving our
goals. Ensuring commonality of culture and
trademark behaviours helps us to create
a spirit of collaboration, allowing us to
combine local entrepreneurialism with
the benefits of scale.
28.3%
29.1%
41.4%
1.2%
88.5%
11.5%
2
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Our Business Units
Addressing the need for clean healthy air
and low carbon heating and cooling.
Revenue
Brands
£165.9m
2022: £158.6m
Underlying Operating Margin
13.7%
2022: 15.9%
Climate
Management Solutions
Water
Management Solutions
Sustainable
Building Solutions
Driving climate adaptation and
resilience through integrated surface
and drainage solutions.
Revenue
Brands
£170.4m
2022: £172.4m
Underlying Operating Margin
10.4%
2022: 8.2%
Providing a range of solutions to reduce
the carbon content of the built environment.
Revenue
Brands
£242.8m
2022: £282.4m
Underlying Operating Margin
21.9%
2022: 21.0%
VENTILATION
3
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Investment Case
Delivering compounding earnings growth through
sustainability-driven growth markets, margin expansion
and effective capital allocation.
1.
Operating in built
environment sectors
with inherent
sustainability-
linked structural
drivers
Significant margin
expansion potential
Differentiated,
innovative,
low-carbon building
products and
solutions
Opportunity to
expand solution
offering and create
full-service Group
Leading positions
across diverse
markets, with strong
brand recognition
Highly cash-
generative
business model,
with effective
capital allocation
>15% ROCE
Group target
Over 90%
cash conversion
target
2-4%
through-cycle target outperformance
of the UK construction market
>20%
operating margin
target
66% reduction
in CO
2
e emissions by 2025;
net-zero by 2050
c.20%
share of a £3bn
served addressable UK market
Operating in a sector with high
levels of sustainability-driven
growth
Helping customers to mitigate
climate change and adapt to
its effects
Structural growth arising from
changing regulation (e.g. UK
2025 Future Homes Standard)
driving demand
Clear pathway to improve
operating margin, through:
Business simplification
GBS driving operational
efficiency
Operating leverage
as volumes normalise
Driving improvement in return
on capital
Meeting customers’ evolving
needs and helping them to
deliver their sustainability
targets
Moving up the value chain by
building end-to-end solutions
with better cost of ownership
Aiming to be lowest carbon
choice for customers; >60%
of polymers from recyclate
by 2025
Complementing organic
growth with value-creative
acquisitions, including
internationally
Successful M&A track record,
reinforced by adoption
and implementation of
GBS approach
Highly resilient Group due
to breadth of portfolio
A trusted partner for
customers, providing a range
of products and integrated
solutions
Number one or two in key
market segments, with scope
to take further share
Successful track record
c.£300m underlying cash
generated from operations
over last five years
The Group aims to pay
a progressive dividend,
based on dividend cover
of 2.0x or greater over the
business cycle
4.
2.
5.
3.
6.
4
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Chair’s Statement
Generating
value for
stakeholders
Kevin Boyd
Chair
Introduction
Macroeconomic pressures and geopolitical turbulence over
the last few years have persistently tested the resilience and
adaptability of UK companies as a whole, which has in turn
inevitably impacted the Group. We are aware of the impact that
the increase in interest rates has had on our wider stakeholders,
including our customers, employees and the communities
we serve, as well as the increasing focus of stakeholders on
the importance and impact of climate change and the need
to transition to a low carbon economy. As a Board, we have
needed to ensure that we mitigate the impact of these external
pressures and that we are well equipped to respond to them.
I am proud of the steps that the senior management team and
Board have taken to navigate these challenges, whilst at the
same time successfully rolling out our Sustainable Solutions for
Growth strategy to provide a platform for future growth when
volumes return to more normal levels. Therefore, despite these
challenges, as demonstrated by our results, our performance
has been strong and resilient and our ongoing self-help
measures, deployment of the Genuit Business System and
continued business simplification initiatives have enabled
improvements in the quality of operating margin, despite the
difficult market conditions.
Performance and results
Against a backdrop of continued macroeconomic uncertainty,
the Group’s trading performance has remained resilient
throughout the year, supported by the diversity of the Group’s
market segment exposure.
The Group continued to focus on business simplification
measures that increased the efficiency of operations and
partially mitigated the impact of lower volumes. These measures
included undertaking site consolidations to increase economies
of scale, without any associated reduction in production
capacity. Together with other self-help measures, the Group will
deliver a total of £15m of annualised savings. This proactive cost
action and continued commercial progress resulted in full year
underlying operating profit being above our initial expectations.
This robust performance is down to the hard work and
determination of our colleagues around the Group who have
risen to, and overcome, the challenges we have faced.
Group revenue was 5.7% lower than prior year at £586.5m
(2022: £622.2m). Underlying operating profit was £94.1m
(2022: £98.2m) representing a margin of 16.0% (2022: 15.8%).
Underlying basic earnings per share for the year was 25.2 pence
(2022: 30.8 pence).
Sustainable Solutions for Growth strategy
In 2022, following a review and refresh of the Group’s strategy,
we launched our Sustainable Solutions for Growth strategy
and shared this publicly at the Capital Markets Day (CMD) in
November 2022. This included details of our mid-term goals,
our new organisational and reporting structure, and provided
further insight into how this strategy will be delivered via our
three Business Units. We held a Strategy Progress Update in
November 2023 to describe the progress against our strategy,
and to offer our shareholders and stakeholders the opportunity
to engage with the senior management team. We also set out
our new Group purpose, ‘Together, we create sustainable living’,
which resonates strongly with our employees and our
businesses across the Group, as well as with other stakeholders
such as customers, suppliers and the communities we serve.
“Our Sustainable
Solutions for
Growth strategy
is underpinned
by our people.”
5
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Our Trademark Behaviours
We work together
– by understanding and respecting our unique differences
– through collaborating and supporting, to achieve more
– by recognising the efforts and contributions of others
New joiners to Genuit Leadership Team
39%
female
We take ownership
– always acting with health, safety and wellbeing in mind
– by striving for excellence in what we do
– through our commitment to doing the right thing
‘Hazard’ and ‘Near Miss’ reports
8,214
+45%
We find a better way
– through using our voice and actively listening
– by positively challenging the way we do things
– by seeking the right solution
Business improvement training
>10%
employees
Sustainability
Sustainability is a key pillar of our strategy and continues to
be at the heart of our growth agenda. As well as operating our
businesses sustainably, we provide solutions for adaptation
and mitigation of climate change and the challenges it poses
for the built environment. We endeavour to provide innovative
solutions to these challenges, whilst continuing to strengthen
our position by being the lowest carbon choice for our
customers. Our science-based targets, Pathway to Net-Zero
and continued commitment to being abreast of regulatory
developments, as well as taking steps to improve our
messaging, continuously improve our processes and maintain
engagement with our key stakeholders, shows our commitment
to successful communication of the importance of sustainability
to our strategy. Details of our sustainability practices are
covered later in our Strategic Report on pages 22 to 29.
People and Culture
People and Culture is another key element to our strategy
on which we have placed significant focus during 2023.
The successful delivery of our Sustainable Solutions for Growth
strategy is underpinned by our people, creating value and
enabling growth through employee capability, expertise and
in an environment where everyone is comfortable to bring
their whole selves to work. A dedicated working group was
established in early 2023 led by our Chief People Officer, which
consisted of a group of volunteers and representatives from
across the Group who came together to define and establish
a set of trademark behaviours. The process involved obtaining
direct feedback by engaging with colleagues at all levels and
across all businesses within the Group. Our final Trademark
Behaviours are set out opposite and were launched to our
Genuit Leadership Team at its October 2023 conference.
We also hosted further training sessions to ensure we could
provide all necessary tools to our leaders to enable successful
deployment across the Group during 2024. I continue to be
impressed by the commitment and output of our leaders, and
look forward to seeing the development and embedding of our
Trademark Behaviours and the positive impact they will have
on our strategy deployment. Further detail about the culture
workstream can be found in our People and Culture section
on page 45 and Governance Report on pages 84 and 85.
Further details about the remaining key pillars of our strategy,
being Growth and the GBS, are covered on pages 20 and 41
respectively.
“We provide solutions for adaptation
and mitigation of climate change
and the challenges it poses for the
built environment.”
6
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Board changes
Paul James stepped down from the Board as Chief Financial
Officer (CFO) in September 2023 after serving over five years
with the Company. Paul successfully steered the Group through
the Covid-19 pandemic and the challenges experienced
post-pandemic, as well as helping build the Genuit Group
into the successful business it is today. On behalf of the Board
and everyone at Genuit Group, I would like to thank Paul for his
years of service and wish him every future success. The Board
is delighted to welcome Tim Pullen, who was appointed as
permanent CFO in November 2023 having served as interim
CFO from September 2023. Tim brings a broad range of
public market experience which complements our Executive
Management Team, and we look forward to working with
Tim as we continue to deliver our Sustainable Solutions for
Growth strategy. Further detail about the CFO recruitment
process can be found in our Nomination Committee Report
on page 94.
Matt Pullen stepped down from the Board as Chief Operating
Officer in April 2023, remaining an employee until 30 June in
an advisory capacity, and the Board agreed not to appoint a
successor. This decision was supported by the strategic change
to the structure of the Leadership Team in the newly expanded
role of Chief Strategy and Sustainability Officer, assumed
by Martin Gisbourne, which demonstrates our commitment
and dedication to the future of our sustainability journey.
The Business Unit Managing Directors now report directly
to the CEO, as we increase our customer and market focus.
Shatish Dasani was appointed as a Non-Executive Director
and Audit Committee Chair in March 2023, as reported in the
2022 Annual Report and Accounts, and Bronagh Kennedy was
appointed as a Non-Executive Director in July 2023. Both bring
significant experience and skills to our Board. Mark Hammond
retired in October 2023 following the completion of his nine-year
tenure in April 2023, having agreed to remain in post until
October whilst the onboarding of the new Non-Executive
Directors took place. Mark was appointed as a Non-Executive
Director in 2014 when the Company listed on the London Stock
Exchange, and has played a key role on the Board since that
date. On behalf of the Group and Board, it has been a pleasure
working alongside Mark, and we thank him for his time and
dedication and wish him all the best with his future endeavours.
As a result of his impending retirement, Mark’s role as Senior
Independent Director passed to Lisa Scenna in March 2023.
Future outlook
Despite the difficult external macroeconomic environment,
it is important that we remain focused on continuing to
effectively execute our Sustainable Solutions for Growth strategy
as a resilient business. This can only be achieved with the
high-performance, purpose-led culture we continue to set in
the Group, which we will continue to develop and embed during
2024. We are positive about the opportunities that lie ahead,
and I am confident that we have the right leadership and
people to generate value for our key stakeholders, and look
forward to another year of progress, despite the continued
challenging backdrop heading into 2024.
Kevin Boyd
Chair
12 March 2024
Chair’s Statement continued
“We are positive about the opportunities that
lie ahead, and I am confident that we have the
right leadership and people to generate value
for our key stakeholders, and look forward to
another year of progress.”
7
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Chief Executive Officer’s review
Progress
toward
our mid-term
targets
Joe Vorih
Chief Executive Officer
My second year as CEO of Genuit has been one of significant
strategic progress for the Group, despite a backdrop of
continued external challenges. Our performance was resilient
in the face of ongoing softness in the UK construction market,
with successful product launches, balanced price and cost
management, ongoing business simplification and growth in
our international revenues helping to offset this volume decline.
Importantly, our leadership team has remained fully focused
on executing our Sustainable Solutions for Growth strategy,
the benefits of which are already flowing through. All this has
only been possible thanks to the great work of our incredible
team across the entire Genuit Group.
Our business simplification programme over 2022 and 2023
has been highly successful, and we have announced £15m of
annualised savings from a range of self-help measures that
leave the Group more streamlined, efficient and better placed
for profitable growth. This has included the site consolidation
programme across six sites that we are in the final phases
of completing, with no reduction to our productive capacity.
The deployment of the Genuit Business System on a multi-year
basis has also begun to bear fruit as we begin to implement
lean processes throughout the Group in order to drive a culture
of continuous improvement.
These strategic decisions have served to improve our annual
underlying profit margin from 15.8% to 16.0% despite the
market-driven decline in revenues of 5.7%. Underlying operating
cash conversion has also been strong at 87.7%, approaching our
90% mid-term target, strengthening our financial position and
allowing us to de-leverage the balance sheet while continuing
to invest in growth.
With the Group on a firm financial footing and with high
confidence in our strategic direction, we are pleased to be
able to propose an increase in our full-year dividend to 12.4p
and formally introduce a progressive dividend policy.
Revenue
£586.5m
Down
5.7%
Down
4.2%
Up
0.1p
Up
20bps
Up
30.3pps
Reduced
10.2%
Market
headwinds
Volume
reduction offset
by business
simplification
Delivering
shareholder
returns
Improved
operational
gearing
Progress
towards
90% target
Leverage
reduced from
1.2x (Dec 2022)
to 1.1x
EBIT
£94.1m
DPS
12.4p
EBIT Margin
16.0%
Cash
Conversion
87.7%
Net Debt
£149m
8
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
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Chief Executive Officer’s review continued
Our customers: challenging market
conditions remain
Genuit today is focused on sustainability-driven growth, helping
our customers respond to climate adaptation and mitigation
challenges. We continue to focus on segments that benefit from
mid-term regulation and a customer-driven need for climate
solutions – the electrification of our houses and workplaces to
reduce carbon, better cooling and ventilation as the climate
warms, more effective rainwater collection and reuse, and
attenuation of flooding and stormwater runoff now more
prevalent than ever. We provide these solutions into a range
of end markets – new house building and RMI, commercial
and multi-story residential construction, infrastructure including
stormwater management projects within road and rail –
and we are growing in many of these sectors internationally.
The structural UK housing shortage continues and must be
addressed, so that despite the recent weakness, mid-term
growth in this sector should be robust as the UK seeks to build
the houses needed. 2023 saw a decline in site openings and
starts, with higher interest rates affecting mortgages, cost
of living concerns continuing and planning constraints still
affecting housebuilders. We are expecting these low levels
to continue into 2024 but expect pent-up demand to drive
stronger growth in time.
There were some important segmental trends in residential
construction. Notably, our Nuaire ventilation business saw
organic growth in 2023 driven by increased penetration of
new ventilation solutions – most notably to control damp and
mould in social housing. Our Nu-Heat business saw a decline
in renewable energy conversion projects as affordability was
a concern for consumers, though project interest has increased
since the government announced the increase of the Boiler
Upgrade Scheme from £5,000 to £7,500 – certainly a positive
development. On the other hand, the gas boiler market
remained below normal levels, as the supply chain constraints
of 2022 were replaced with decreased demand as consumers
put off boiler replacements, keeping existing systems running.
Historically, this has created pent-up demand for replacement
of boilers as they age, demand that may return quickly when
confidence returns.
While the UK still represents nearly 90% of Group sales, our
geographic expansion activity continues as the demand for
water management and building drainage solutions in the
Middle East continues to develop, and we introduced new
network infrastructure products – including for the North
American market.
Despite the short-term headwinds that continue in 2024,
we do see positive developments. The Future Homes Standard
is expected to drive a significantly increased uptake of
air-source heat pumps (ASHPs) and underfloor heating,
more heat recovery in ventilation, and a continued focus on
energy efficiency and lower carbon products. Again, last year,
we saw hotter summers and more pronounced storms and
flooding – challenging construction in the short term but
reaffirming confidence in the need for our water management
and green urbanisation solutions. In addition, lower carbon
content (such as with the higher recycled-content plastic
products we provide) is quickly moving up the agenda for our
customers, in line with their own carbon commitments or driven
by local initiatives such as the London Plan. On balance, while
the short-term outlook is unsettled, there has never been a
better time to be focused on creating sustainable living.
Our strategy: Sustainable Solutions for Growth
Our Sustainable Solutions for Growth strategy is built around
four key pillars:
Growth
– focus on higher-growth, sustainability-
driven markets, via organic growth and disciplined
M&A opportunities
Sustainability
– continually improve the sustainability
of our operations to be the lowest-carbon choice for
our customers
Genuit Business System
– create value through lean
transformation and operational excellence
People and Culture
– create value and enable growth
through the capability, expertise and development of
our employees
I am pleased with the progress that we have made against
each of these commitments in 2023, which has seen us drive
improvements throughout the business and strengthen our
position going into 2024.
“While the short-term outlook
is unsettled, there has
never been a better time
to be focused on creating
sustainable living.”
Scan to hear more
from Joe Vorih on
Genuit’s performance
in 2023
9
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Growth
By focusing on sustainability-driven markets in the built
environment, we see significant opportunities to outperform
the broader construction market. The necessity of adapting
to climate change, regulatory changes and shifting customer
preferences create a series of structural tailwinds that will
enable us to achieve organic growth and open the possibility
for disciplined M&A opportunities.
Despite the softness in the UK construction sector in 2023
and the overall decline in volumes, I’m pleased to say that
this approach helped to secure revenue opportunities across
all three of our Business Units. Sustainability-driven structural
growth drivers including the need for greater ventilation in
social housing and stormwater attenuation have served to
drive demand for our solutions.
The launch of exciting new product lines, including PolyPlumb
Enhanced in Sustainable Building Solutions (SBS), Nu-Deck and
MVHR with cooling in Climate Management Solutions (CMS)
and SubTerra CT in Water Management Solutions (WMS),
demonstrates our commitment to innovating within our product
ranges and providing customers with innovative and highly
relevant solutions. All these products tie into the need to address
climate adaptation challenges and improve the resilience of
the built environment.
Solution selling, including expanding the Nu-Heat
direct-to-contractor or homeowner offering, and working with
national and regional homebuilders to install early ASHP and
underfloor heating solutions – ahead of the Future Homes
Standard – were effective. Our commercial offering has
expanded with Polypipe Advantage prefabricated solutions
growing, enhanced with a new Stax line of pre-configured
solutions. We merged our Keytec and Alderburgh installation
businesses to create a class leading water management
solution partner with national reach.
Our science-based targets
Progress
Reduce absolute scopes 1 & 2 GHG emissions
30% by 2027
24%
Increase annual sourcing of renewable
electricity from 94% in 2021 to 100% by 2027
through 2030
91%
83% of suppliers (by emissions) of purchased
goods and services will have science-based
targets by 2027
32%
In 2023 the Science-Based Target initiative (SBTi) approved
Genuit Group’s near-term science-based emissions reduction
target and we’ve already made significant progress towards
meeting those targets with the 2023 performance seeing a 24%
decrease from the 2021 base year.
During the year our GHG intensity was 0.140tCO
2
e/t despite lower
production volumes and we decreased our scope 1 emissions
by more than the corresponding decrease in production.
The majority of electricity supplied to our operations was from
renewable sources at 91%.
The Group is committed to provide leadership in the
construction products sector when it comes to climate change
and we see the adoption of science-based climate change
targets as key. We’ll continue to engage and work with our
suppliers to ensure that they take action to reduce carbon
in the supply chain, but already c.32% of suppliers have a
science-based climate change target.
The launch of these products, solutions and services, with
a continued pipeline of development, means that despite
some variation as products mature, we remain on track to
maintain our target of 25% of all sales coming from products
developed in the last five years. Furthermore, our success in
integrating past acquisitions successfully, stronger leadership
capability, and decreased leverage, all position the Group
well to continue to develop and pursue strategic acquisitions
that will add to our organic growth potential and enhance
shareholder returns in the future.
Sustainability
Our growth strategy is inextricably linked to sustainability,
as the key driver of our markets and the core of our product
suites. It is therefore imperative that we are continually
pursuing a programme of improvement in regard to our
own sustainability metrics, ensuring that we are the
lowest-carbon supplier of choice to our customers.
We are on a trajectory to become net-zero by 2050, and
our sustainability plans have progressed well in the year.
Most notably, in 2023 we became the first amongst our UK
peers to have verified SBTi approval for our near-term carbon
reduction targets, which amongst other commitments will
see us reduce our scopes 1 & 2 greenhouse gas (GHG)
emissions by 30% by 2027 compared to 2021.
We are also the largest user of recycled polymers across
our European peer group, making up almost half our total
tonnage, and we have held the LSE Green Economy Mark
since 2019 with over 70% green revenues.
We said that we would leverage sustainability leadership
for growth, remain the champion of the most sustainable
building solutions and extend our plastic recycling usage.
As these sustainability targets are a key component of our
strategy, they form an integral part of Executive and senior
management remuneration to ensure reward is fully aligned
with our strategic priorities. In 2023, we added the annual
measure of carbon reduction into the annual bonus
arrangements for a wider cohort of our managers.
“In 2023 we became the
first amongst our UK peers
to have SBTi approval for
our near-term carbon
reduction targets.”
10
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Chief Executive Officer’s review continued
Genuit Business System
Embedding the lean transformation of the business and
creating a culture of continuous operational improvement
and excellence is at the heart of our value creation strategy.
The Genuit Business System (GBS) will enable the Group to
standardise processes, share best practices and achieve
benefits of scale, and will be at the core of our journey to
achieving our medium-term >20% operating margin target.
In 2022, we started our journey to implement these principles
as we began to deploy the GBS at Adey as our first Lean
Lighthouse. We have seen significant productivity improvements,
financial savings and space savings from this first lean
site transformation.
In 2023, we extended that Lean Lighthouse deployment across
Polypipe Building Products, and we also commenced a further
project in Horncastle that will accelerate in 2024.
The success of our Lean Lighthouse projects has energised our
people and allowed us to continue the multi-year deployment
of the Genuit Business System on a wider scale across the
Group. In the first full year, over 10% of Genuit employees have
now participated in lean Kaizen events or training – showing
both the pace of deployment across the Group and how
much more progress and benefit there is to realise. We are very
pleased with the results of this so far and believe that it will help
to empower and inspire our people. Enabling our people to
unlock the full potential of our business is at the heart of what
we are building.
People and Culture
Our people are the heart of our business and the key driver of
our success, and as such our growth strategy is highly focused
on making sure that they are empowered to drive progress.
Accordingly, we have continued to invest in talent, engagement
and culture throughout 2023.
Core to the creation of a positive culture has been the creation
of our Genuit Leadership Team (GLT) in 2022, consisting of c.70
of the top leaders across the Group. This group was instrumental
in defining our new purpose (Together, we create sustainable
living) and forming our Trademark Behaviours that will underpin
our culture – We work together, We take ownership and We find
a better way. Since this team will be instrumental in modelling
and strengthening our culture and executing our strategy,
we have focused our diversity and leadership development
efforts with them first. We are proud that GLT membership now
consists of 29% female leaders, and all of the GLT will participate
in a new Genuit Leadership Programme over the coming year.
We have also worked to strengthen the Group-wide talent
pipeline in 2023 and are committed to providing accredited
learning programmes through our graduate schemes and
apprenticeships. Further, we have been able to develop an
accredited programme to help our current workforce be better
prepared for the future, learning basic manufacturing and lean
tools. All these efforts have helped us increase the percentage
of our workforce in such programmes to 8% – a significant
improvement and a sign of the importance we place on career
development. The year also saw us launch Workday – our new
self-serve HR platform to make people management and
development more effective, and in early 2024 we plan to
undertake our first Group-wide employee engagement survey.
Additionally, our use of the Workplace platform has resulted in
stronger cross-Group communication with all our colleagues.
Lastly, Genuit Group became a strategic partner of the
Construction Inclusion Coalition in 2023, extending our
commitment to inclusion in this all-important industry.
“Genuit is in an excellent
position to navigate the
near-term market headwinds,
and will be well-placed to
benefit when the market
normalises.”
Summary: we are well-placed
for 2024 and beyond
Overall, this has been a year of significant strategic progress
towards our medium-term targets. We have successfully
created a more streamlined and effective business, leading to
improved margins and a strong financial position that has given
us the confidence to implement a progressive dividend policy.
Across our strategic pillars we have made good progress,
and the work that has been done to create a Group that can
achieve growth and efficiencies, underpinned by sustainability
and a strong culture, is evident.
The macroeconomic uncertainty that impacted the
construction sector in 2023 is likely to continue into 2024, and
the softness in volumes is therefore expected to continue across
several markets. The strategic successes that we have achieved
in 2023, however, mean that Genuit is in an excellent position
to navigate the near-term market headwinds, and will be
well-placed to benefit when the market normalises. I remain
highly confident that we are moving in the right direction, and
sustainability-driven tailwinds such as the need for increasing
energy efficiency in heating and ventilation, stormwater
solutions to address significant rainfall events and the need
for lower carbon building materials will significantly benefit our
businesses over the medium-term.
I would like to close by thanking all my colleagues at Genuit for
their efforts in the year. Ever since I joined as CEO, I have been
constantly impressed by their dedication, imagination, and hard
work, and I look forward to continuing to work with them all to
create sustainable living together.
Joe Vorih
Chief Executive Officer
12 March 2024
11
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Chief Executive Officer’s review continued
Q
How are you building Genuit Group’s employer
brand equity?
While you won’t see Genuit as a product brand, I’ve said all along
that we want to be a great place to work – truly an exemplar
company with the best talent top to bottom. To do that, we have
to invest in leadership – as we are with our newly-launched
Genuit Leadership Programme. Inclusiveness matters, especially
when it comes to creating career advancement opportunities
for any of our associates who aspire to a great career here.
And, living our Trademark Behaviours of ‘We work together,’
‘We take ownership,’ and ‘We find a better way.’ There’s no
shortcut to creating a great culture – but there’s also nothing
more important!
Q
What is next in lean and the Genuit Business System?
Clearly, we have put lean thinking at the heart of our
strategy by making the Genuit Business System a core pillar
of our growth strategy. This may surprise some, but it’s about
relentless focus on creating customer value, and shifting waste
into investment in our future. We are actively deploying GBS
across most of our sites and are starting to see bottom line
results that allow us to reinvest in future growth. Most
importantly, lean is one of the best possible ways to drive
engagement – empowering everyone one of our 3,100 plus
team members to learn how to improve their work to benefit
them and their customers. What could be better than that?
Q
What do you see as your main priorities for 2024?
I’m proud of the work our team did in the face of
challenging market conditions in 2023. We do have some work
to do to finish the simplification projects we started during the
next few months – projects that are on track to underpin £15m
of annualised savings without any reduction in capacity.
Beyond that, we are investing in growth – new product launches,
focused solution and cross-selling projects, and geographic
expansion. And, importantly, preparing for the 2025 Future
Homes Standard. To make this possible, we will continue to
invest in our people and our leaders.
Q
Can you explain the new purpose statement
‘Together, we create sustainable living’?
Our Genuit Leadership Team – the top 70 or so leaders in our
business – felt we needed a better purpose statement. A group
of them developed this – with input from Genuit team members.
‘Together’ speaks to all of us as Genuit, the ‘we’ will work as a
team and in partnership with our customers. And we are an
innovation company that will ‘create’ new solutions aimed at
improving how we live and work, while mitigating climate
change and helping ensuring climate adaptation. Hence,
‘sustainable living.’ I can’t begin to convey how well this has
resonated with our people and prospective joiners!
Q
Does M&A play a role in each Business Unit?
Absolutely! We’ve been clear that our M&A priorities will
be to add to our solution capabilities and accelerate organic
growth. To that end, Climate Management Solutions and Water
Management Solutions are the clear focus as we look to expand
the complete solution for low-carbon heating and cooling of our
homes and offices, create complete blue/green urbanisation
solutions, and more effective stormwater management solutions.
Ideally, new Genuit companies will bring technology, routes to
market, and an expanded global
presence – in addition to being great investments. Of course,
we will remain open to solid deals that expand our market share
in any of the three Business Units.
Q
&
A
Joe Vorih
Chief Executive Officer
12
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MRXBox – MVHR with Cooling
Nuaire’s MRXBox Hybrid product
combines year round provision of
clean, healthy air, with the benefits
of mechanical heat recovery, along
with the ability to significantly reduce
the temperature of fresh air entering
the dwelling. This helps to maintain
comfortable room temperatures
even on the warmest of days in city
centre apartments.
MRXBox Hybrid is helping to adapt to
the consequences of climate change,
whilst also improving energy efficiency
and reducing the carbon impact of a
heating system via MVHR.
Business Units in action
Climate Management Solutions
Lower carbon heating
and cooling
The Climate Management Solutions (CMS) Business Unit is
focused on reducing the carbon impact of the way we heat
and cool our homes and workplaces. The built environment
accounts for approximately 40% of the UK’s greenhouse gas
(GHG) emissions, and in terms of operational carbon, heating
and cooling are the largest contributors.
Our mission is to offer solutions which reduce that operational
carbon impact, in residential settings, offices, schools and
elsewhere. This includes making existing technologies operate
more efficiently, such as the improvements that can be
achieved by installing our Adey magnetite filters and water
treatment products. These ranges can offer significant energy
efficiency improvements, reducing carbon impact alongside
providing monetary savings – which is increasingly significant
in these times of high energy costs. Such solutions are also
enabling people to switch over to renewable energy sources,
such as ASHP, as by operating more efficiently they do not rely
upon the high energy capability of gas boilers. These concepts
are also true for our Nu-Heat underfloor heating offering.
Underfloor heating (UFH) is a lower energy way to heat our
spaces, which also makes it suitable for use alongside
renewables such as ASHP; indeed in 2023, 20% of our business
involved supplying customers with the heat pump as part of a
tailored package designed specifically for their homes. We also
help to make that transition easier by providing expert advice
to customers around the various grant or subsidy mechanisms
which may be available to them.
Where Adey and Nu-Heat operate in the context of hydronic
or water-based solutions, our Nuaire and Domus businesses
are focused upon providing the benefit of fresh healthy air,
alongside low carbon ways of heating and cooling our homes
and commercial spaces. Our Mechanical Ventilation and
Heat Recovery (MVHR) ranges take warmed air from areas
such as bathrooms, capture that heat, and transfer it via heat
exchangers back into the buildings’ hot water system. As our
summers become hotter, even a temperate climate such as
the UK’s is becoming uncomfortable on summer days. Products
such as our MRXBox can be supplied with a cooling module in
addition to MVHR. This means that when required, the unit can
temper incoming warm air, and cool it sufficiently to make the
building comfortable. This is lower energy than re-circulating
air conditioning and is also replenishing the property with fresh
healthy air.
Within CMS, we are working hard to develop products,
and provide innovations for these evolving challenges. In 2023,
our Vitality Index was 28.1%, reflecting our high innovation rate,
and the opportunities for new technology in this sector. Looking
ahead, as well as introducing new products and technologies,
we remain focused on offering product combinations and
integrated solutions which represent real value to our customers
who can benefit from seamless interfaces between different
heating and cooling technologies.
Scan for more
information on the
combination of
heating and cooling
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The year was a significant move forward in simplifying the
Business Unit, and positioning us for future growth in line with
our Sustainable Solutions for Growth strategy. Within Water
Management Solutions (WMS), our colleagues are focused
on upgrading the stormwater and waste water infrastructure
to adapt to the increasingly challenging results of climate
change. As the climate warms, the air is capable of holding
more water, and this creates more frequent bouts of extreme
rainfall – amounts of rain for which much of our ageing
infrastructure was not designed. In parallel with this, the
so-called concretisation of our urban areas is accelerating
runoff rates, and so our green urbanisation strategy addresses
these twin needs of providing stormwater resilience along with
enhanced urban living spaces. Our technical and commercial
teams are experts in modern drainage design, and add value
to our customers by helping them to design solutions which
bring together these aspects of functionality.
Alongside our objective of improving resilience to climate
change, within WMS we also mitigate our own impact upon it.
This Business Unit led Genuit’s use of recyclate during 2023.
The majority of our products use high proportions of recycled
polymer, with some solutions, such as parts of our Permavoid
range being made from 100% post-consumer waste. Some of
this material is processed at our Horncastle site, where we take
in consumer waste such as milk cartons and detergent bottles,
and process them into plastic pellets to go into our production
facility. The carbon impact of these solutions is significantly
below that of concrete or other legacy material alternatives,
as well as helping us to play a significant role in developing
a circular economy. We are also seeing that our customers
increasingly value this philosophy, and recognise us as being
in step with their own carbon reduction objectives. Carbon
reduction is beginning to be recognised as having economic
value in large-scale projects, where clients or local regulators
have low carbon goals, and therefore in order to meet these
goals, specifiers and decision makers face the choice of low
carbon options, or having to pay some form of financial
recognition of carbon content.
WMS has also undergone significant transformation in 2023, with
consolidation of our manufacturing footprint without capacity
reduction, and some redesign of our structures to allow greater
cooperation across our commercial teams. As well as reducing
our cost base, this is allowing greater collaboration between our
teams, for example between those offering network solutions
and those offering drainage, or providing a broader product
portfolio through Keytec, our supply and install operation.
These steps provide a strong platform for our continued growth.
Our ability to offer product combinations, or a full service from
design advice through to product supply and installation is
an important way for us to represent greater value to
our customers.
Business Units in action
Water Management Solutions
Enabling adaptation
and resilience
Wash & Squash Community
Engagement
Polypipe Civils & Green Urbanisation
runs a recycling programme with a
local school near to its manufacturing
site in Horncastle. Children of the school
take in their washed and squashed milk
bottles which are then picked up by
Polypipe to be recycled through its
polymer processing plant and the
plastic is reused in developing products
to support major infrastructure projects
across the country. As well as being the
largest user of recyclate among our
peers, we are committed to promoting
the benefits of a circular economy.
Scan to see how
Polypipe C&GU
engage with
local schools
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Polypipe Building Services:
Value-Added Solutions
Due to the ongoing external issues
of skill shortages and a desire to
achieve process efficiencies by
offsite manufacture, the Advantage
proposition from Polypipe Building
Services continues to gain traction
and is now being supplemented by
the Stax range of HDPE prefabricated
sub-assemblies. Contractors spend a lot
of time on site on repetitive tasks around
cutting and jointing. Using data gathered
from customers, Stax offers a range of
the most commonly used configurations
as prefabricated sub-assemblies,
reducing time on site, and improving
consistency of jointing.
Business Units in action
Sustainable Building Solutions
Driving
out carbon
The Sustainable Building Solutions (SBS) Business Unit provides
its customers with a range of market-leading products and
brands. Whether it is residential plumbing and drainage,
prefabricated commercial soil stacks, or our range of GRS
radiator pipe guides, all of these solutions are designed with
efficient installation in mind. They are also part of our proposition
to be the lowest carbon supplier of choice to our customers, be
they a large housing developer, a commercial property owner,
a large M&E contractor or a leading builders’ merchant.
Our market-leading Polypipe and Terrain plumbing and
drainage products have long been recognised as having
performance advantages as well as lower embedded carbon
than legacy materials such as copper or cast iron. However,
we are increasingly differentiating our position versus other
polymer-based brands due to our continued drive to reduce
embedded carbon by increasing our use of recycled
post-consumer waste, and seeking ways to reduce any
unnecessary mass in our products. For example, the Terrain
range of soil pipes now comprises up to 65% of recycled plastics,
largely from recovered and re-processed PVC windows.
This represents a carbon saving of c.44% compared to virgin
polymer content. Genuit businesses are committed to helping
customers make informed decisions, which can be difficult
given the widespread use of vague terminology within the
sustainability space. We are committed to the use of third party
accredited Environmental Product Declarations (EPDs), so that
decision-makers can make informed choices, and can utilise
this data in their broader calculations of the carbon impact
within the building design. This is increasingly important not
just as customers focus on their own carbon reductions, but
also as they endeavour to meet the requirements of initiatives
such as the London Plan, in terms of carbon content.
As well as being generally accepted as a lower carbon
construction method, our value-added prefabricated
solutions such as Polypipe Advantage also improve quality and
consistency of manufacture, and go some way to addressing
the skills shortage that exists within the UK construction sector.
This is rightly recognised by the government and its targeting of
55% Pre-Manufactured Value (PMV) in its construction projects,
where the amount of expenditure of offsite or prefabricated
activity is expressed as a proportion of overall project value.
Consistent with this theme of installation efficiency, Polypipe
Building Products launched the PolyPlumb Enhanced plastic
plumbing range in 2023. This is the outcome of a multi-million
pound investment, and includes patented technology around
the InCert jointing system. By having detailed knowledge of
our customers’ challenges, we continue to innovate to build
our market positions. Enhanced will continue the innovation
story within Polypipe Building Products, and help to build on
their existing Vitality Index of 24.8%.
Scan to see how
Polypipe Building
Services are adding
value for their
customers
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Key Performance
Indicators
We continually review
the Group’s performance
indicators that are critical to
the measurement and delivery
of our strategic objectives and
sustainable shareholder returns.
We have defined our Key Performance
Indicators (KPIs) to measure alignment
between our operating activity and
strategic goals.
1
Growth
2
Sustainability
3
Genuit Business System
4
People and Culture
Non-financial KPIs
Recycling
%
Accident frequency
per 100,000 hours worked
49.2%
4.71
Link to strategic
objectives
Link to strategic
objectives
2023
2022
2021
49.2
48.7
49.4
1
2
2023
2022
2021
4.71
5.02
5.06
3
4
The proportion of the Group’s overall polymer consumption fulfilled
by recycled materials.
The number of reported accidents as a proportion of the number
of production hours across the whole Group.
Importance to Genuit
The Group has a commitment to
achieving the highest standards
of environmental performance,
preventing pollution and
minimising the impact of its
operations including reducing
waste to landfill.
Commentary
Our use of recycled material
increased from 2022 to 49.2% of
our total tonnage consumption.
Further projects launched to
continue the pathway to our
62% target.
Importance to Genuit
Beyond mere compliance, this
is an indicator of the health and
safety performance at our various
sites and the degree to which
the workers are protected from
work-related hazards at their
workplace. Our aspiration is to
achieve zero accidents every year.
Commentary
Incident rates have been
decreasing year-on-year through
increased engagement, which in
2023 gave more timely reporting
of incidents and accidents,
improving visibility of
high-potential serious incidents
and high-potential near misses
occurring across the Group.
Developing our workforce
%
Greenhouse gas emissions
Intensity ratio
8.2%
0.140tCO
2
e/t
Link to strategic
objectives
Link to strategic
objectives
2023
2022
2021
8.2
3.5
3.2
3
4
2023
2022
2021
0.140
0.136
0.141
1
2
The proportion of our UK colleagues actively participating in The 5% Club
recognised Earn and Learn programmes such as apprenticeships,
graduate trainee and student sponsorships.
The intensity ratio is defined as the total tonnes of scopes 1 & 2 CO
2
e
produced per total tonnes of production.
Importance to Genuit
Developing and investing in our
colleagues drives sales growth,
operational efficiency and
profitability, whilst facilitating
employee retention and
enhancing workforce morale.
Commentary
In 2023, we maintained Silver
Membership status of The 5%
Club. At end of 2023 we had over
250 employees in Earn and Learn
programmes, which include a
range of disciplines including;
engineering apprenticeships,
financial accounting
qualifications, degrees in
subjects such as facilities
management and leadership.
Importance to Genuit
The year-on-year improvement
in this measure demonstrates
our commitment to operating in
an environmentally sustainable
manner, as the Group continues
to grow.
Commentary
Our scopes 1 & 2 carbon intensity
has increased by 3.3% largely
driven by a decrease in volume,
but we are on track towards our
goal of a 66% reduction since
the 2019 baseline data was
established through reductions
in transport emissions and
increasing our renewable energy
purchases. To date we have
achieved a cumulative intensity
reduction of 48.6%.
Genuit Group plc
Annual Report & Accounts 2023
16
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Financial KPIs
Sales growth
%
Underlying cash conversion
%
-5.7%
87.7%
Link to strategic
objectives
Link to strategic
objectives
2023
2022
2021
-7.4
-5.7
5.0
4.7
50.6
49.1
1
2
3
4
2023
2022
2021
87.7
57.4
54.6
1
3
The annual percentage growth in both Group
and UK (by destination) revenue.
Group
UK
Underlying operating cashflow (after payments for capital expenditure
excluding non-underlying proceeds of sale and lease liabilities) divided
by underlying operating profit.
Importance to Genuit
Our strategy is to ensure that
investment in our people and
operations drives sales growth
which outperforms the construction
market, thus enhancing our
market leadership position.
Commentary
Group revenue decreased 5.7%. UK
revenue decreased by 7.4% partly
offset with geographic expansion
in Europe and the Rest of World.
Importance to Genuit
Our focus on cash conversion
demonstrates our focus on
efficiency, as well as enabling
us to fund future organic and
inorganic growth.
Commentary
Our cash conversion improved
by 3030 basis points primarily
through a positive working capital
movement in the year which was
achieved through lower levels
of inventory.
Underlying operating margin
%
Underlying diluted EPS
pence per share
16.0%
25.1p
Link to strategic
objectives
Link to strategic
objectives
2023
2022
2021
16.0
15.8
16.0
1
3
2023
2022
2021
25.1
30.5
30.2
1
3
Underlying operating profit as a percentage of revenue.
Underlying diluted earnings per share.
Importance to Genuit
Indicates that we are investing
in the right initiatives and
operating efficiently, by driving
out non-value-added costs and
delivering productivity gains.
Commentary
Underlying operating margin
percent improved by 20bps versus
2022, due to improved product
mix, demonstrating continued
progress towards the Group’s
medium-term target of >20%.
Importance to Genuit
Provides the Company’s investors,
in particular, with a consistent
indication of the Group’s underlying
financial performance.
Commentary
Underlying diluted EPS decreased
by 17.7% in 2023 predominantly the
result of increased interest and tax
costs, driven by external factors.
Return on capital employed
%
11.9%
Link to strategic
objectives
2023
2022
2021
11.9
12.1
12.0
1
3
Return on capital employed is the ratio of underlying operating profit
adjusted for the full year benefit from acquisitions during the year, where
relevant, to net assets excluding loans and borrowings, cash and cash
equivalents, assets held-for-sale and taxation. Further information is
detailed on page 200.
Importance to Genuit
A key indicator of the efficient
deployment of capital focusing
on the right initiatives, and of
the Group’s overall business
performance.
Commentary
Return on capital employed
marginally declined in 2023
due to 4.2% decrease in
underlying operating profit.
17
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Business model
Our purpose
Competitive advantages
Together, we create sustainable living
Our resources
People
Experts knowledgeable
on our customers’
applications and
empowered to act.
IP/expertise
Innovation, continuous
improvement and
unique IP defends
our market positions.
Strong leadership
Clear direction and
focused resource
allocation enables our
colleagues to deliver
our strategic vision.
Capital investment
Disciplined capital
allocation to fund
sustainable profitable
growth, consistent with
our strategic objectives.
How we create value
Advancing
the circular
economy
Tackling
climate
change
Investing in
our people
Developing
sustainable
solutions
L
E
A
N
S
Y
S
T
E
M
S
L
E
A
D
E
R
S
H
I
P
S
Y
S
T
E
M
S
G
E
N
U
I
T
B
U
S
I
N
E
S
S
S
Y
S
T
E
M
O
U
R
S
U
S
T
A
I
N
A
B
I
L
I
T
Y
F
R
A
M
E
W
O
R
K
I
S
C
O
R
E
T
O
O
U
R
C
O
MM
E
R
C
I
A
L
S
T
R
A
T
E
GY
G
R
O
W
T
H
S
Y
S
T
E
M
S
Climate Management
Solutions
Addressing the drivers for
low carbon heating & cooling,
and clean & healthy air
Water Management
Solutions
Driving climate adaptation and
resilience through integrated
surface and drainage solutions
Sustainable Building
Solutions
Providing a range of solutions
to reduce the carbon content
of the built environment
To help our customers
Genuit Group helps professionals
create sustainable, engineered water
and climate management solutions
for the built environment.
Customers
– One-off installers
– Contract installers
– Civil engineers
and contractors
– M&E consultants
Who then deliver
to the end user
– Housebuilders
– Civils and
Commercial
sector developers
– Asset owners
and self-builders
Creating stakeholder value
Customers
Quality and innovative
products, engineered solutions
that enable a sustainable built
environment, support, value,
range, bespoke solutions,
market-leading brands.
Shareholders
Dividend, capital growth
opportunity, responsible
and ethical investment.
Employees
Training and skills development,
commitment to diversity,
direct engagement and
empowerment, providing
an opportunity to make
a difference.
Suppliers
Long-standing relationships,
fair negotiation, certainty on
payment, reputation, visibility
on revenues.
Communities
and the environment
Working towards a sustainable
built environment, sustainable
products and practices,
enhancing the environment,
while engaging with
communities and charities.
Trust
Competence
Support
Range
Sustainability
Capability
Value
Genuit Group plc
Annual Report & Accounts 2023
18
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Strategy framework
Sustainable Solutions
for Growth
Growth
We aim to outperform the wider
construction market by 2-4% through the
cycle. Our served UK market is valued at
c.£3bn, and within that we are focused
upon segments which offer greater
than average growth rates. Our growth
strategy is firmly based upon improving
the sustainability of the built environment.
In doing so, we benefit from tailwinds
supporting above-market growth.
This involves focusing on application
areas such as flood resilience, low carbon
heating, and sustainably cooling our
homes as well as more broadly ensuring
we are the lowest carbon supplier of
choice for our customers.
Pages 20–21 contain more information
on our approach to Growth
Sustainability
Sustainability within Genuit means more
than simply being a responsible business.
Because we are focused upon being the
lowest carbon supplier of choice for our
customers, it is a key element of our growth
strategy. Our use of clean energy, our
leadership in using recycled materials and
our engagement in decarbonising our own
supply chain all contribute to a sustainable
value proposition for our customers,
employees and other stakeholders.
Pages 22–40 contain more information
on our approach to Sustainability
Genuit Business System
Built upon the principles of lean thinking,
the Genuit Business System is our way
of extracting value from being part of a
group. Sharing best practice, and deploying
standard processes and tools, are ways
to ensure we benefit from our scale,
drive efficiencies which mean we can
unlock synergies from our existing
portfolio as well as future acquisitions,
in a timely manner.
Pages 41–42 contain more information
on our Genuit Business System
People and Culture
Attracting and retaining the best talent
and unlocking the capability of our people,
is key to delivering upon our strategic aims.
Whilst we recognise the different identities
that exist within our businesses, we believe
that our purpose and strategy are best
achieved through an engaged workforce
sharing a common culture, committed
to collaboration. Working together across
businesses is a key enabler of our strategy,
whether that means bringing solutions
together for customers, or in the sharing
of process improvements as part of the
Genuit Business System.
Pages 43–46 contain more information
on our People and Culture
Our Sustainable Solutions for Growth strategy provides
a clear pathway for the Group to create value and deliver
against its purpose.
Our strategy is built upon four themes
which are heavily interdependent, and ensure that everything
we do is aligned around our common purpose of creating
sustainable living. This strategy was outlined at our Capital
Markets Day in 2022, and we provided details of progress
at our Strategy Progress Update in November 2023.
19
Genuit Group plc
Annual Report & Accounts 2023
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Financial Statements
Remuneration
Governance
Strategic Report
Strategy
We are focused on creating a sustainable
built environment. By being the lowest
carbon supplier of choice for our
customers, and serving those segments
linked to the challenges of climate change,
we aim to outperform the broader
construction market by between 2-4%
through the cycle.
Growth
The built environment contributes c.40%
of greenhouse gas (GHG) emissions. It is
therefore imperative that this impact is
reduced in order to meet the societal
demands for climate change mitigation.
This means that we need to construct
buildings using lower embedded carbon
solutions, and that we operate those buildings
using lower carbon technologies and in an
increasingly efficient way. These issues are
of course underpinned by regulatory drivers,
most notably those which form part of the
Future Homes Standard 2025, and particularly
Part L and Part F of the Building Regulations.
Genuit addresses these growth drivers in two
key aspects. Firstly, primarily through our CMS
Business Unit, we are focused on supplying
solutions to the need for lower carbon heating
and cooling. Underfloor heating is significantly
more energy efficient, and is consistent with
the use of renewable and sustainable energy
platforms such as air source heat pumps. Our
Adey brand leads the UK in supplying magnetic
filters and treatment products that improve
the efficiency of new and replacement
water-based heating systems, with energy
reduction on average around 7%.
20
Genuit Group plc
Annual Report & Accounts 2023
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Remuneration
Governance
Strategic Report
Nuaire supplies a range of domestic and commercial
ventilation products which recover the heat from areas
such as showers and bathrooms, and via Mechanical Vent
and Heat Recovery (MVHR), reusing heat that would otherwise
be wasted. The enactment of the Future Homes Standard,
and achievement of its objective to reduce the carbon impact
of new homes will see a significant increase on the relevance
of these technologies in new housing.
Secondly, in addition to the adoption of new technologies
around heating and cooling, we need to reduce the embedded
carbon within the building. Genuit is on a clear pathway to
reduce the carbon impact of its products, and we offer our
customers a variety of solutions to assist them in decarbonising
the homes and workplaces which they build. Being the lowest
carbon supplier of choice is a key growth opportunity,
particularly given the number of developers, contractors and
major merchant groups who themselves have made scope 3
carbon reduction commitments, or who are seeking to comply
with the carbon reduction targets of initiatives such as the
London Plan.
Growth through addressing the issues surrounding
decarbonising construction is one important pillar of our
strategy. The other is to address the fact that climate change
is with us, and its impacts are already felt. The built environment
needs to be resilient to these impacts, and Genuit is focused
upon various elements within this adaptation challenge.
Our summers continue to be warmer, with 2023 now officially
the warmest year on record. With this increase in temperatures,
cooling our homes and workspaces is becoming increasingly
important. This needs to be done in a low carbon, sustainable
manner, and so technologies such as MRXBox from Nuaire which
can combine MVHR with cooling capability, provide a source of
low carbon heating as well as the ability to cool a building using
clean fresh air.
This rise in temperatures is also continuing to generate
more frequent and more severe rainfall events. This is placing
increasing stress upon our drainage and stormwater
infrastructure. The range of solutions within WMS, is designed to
accommodate these increasing volumes of water, as well as
providing ways of storing that water which protect the existing
infrastructure and indeed use it to assist in providing more
green spaces and a higher-value urban environment. Our WMS
Business Unit is also our largest user of low carbon recycled
polymers, and so it offers the added benefit of providing these
solutions with an extremely low embedded carbon content
compared to alternative materials.
Genuit has a clear purpose that ‘Together, we create
sustainable living’. The pursuit of this purpose provides a
clear growth trajectory for the Group. We have a portfolio of
businesses and brands with leadership positions in segments
that benefit from these growth tailwinds, and colleagues
with extensive experience and technical capability in these
segments to ensure we are innovating to address the
opportunities that these challenges create.
The Adey range of filters remove sludge from
water based heating systems, improving
performance and reducing energy consumption
Scan to see
a customer
testimonial of
Nu-Deck in a
renovation project
Case Study
Nu-Deck
Nu-Deck is the perfect solution for installing an underfloor
heating system into a repair or improvement project,
where there is an existing joisted wooden floor.
The integral boarding provides complete structural integrity
making the installation process faster and less disruptive for
the homeowner. The foil base layer is designed for optimum
thermal performance, ensuring maximum heat transfer
upward into the living space. In renovation projects there
is often a wariness around joints in the piping system being
unprotected beneath the floor; Nu-Heat supply a range
of lengths of pipework such that installations can be made
without the need for joints under the floorboards and the
only joints being readily accessible above ground around
the manifold. This combines with Nu-Heats promise of
lifetime technical support to ensure peace of mind for
both the installer and the homeowner.
Our upfront technical support and bespoke design service
also ensures the system is tailor-made for the specific
thermal requirements of the property. This also allows us
to achieve the high levels of efficiency enabling the use
of renewables such as ASHP.
Growth continued
21
Genuit Group plc
Annual Report & Accounts 2023
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Remuneration
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Strategic Report
Strategy
Genuit has sustainability at its core.
For us, sustainability is not an after-thought, or something that
comes after everything else has been taken into account.
Sustainability
Our strategy to grow the business focuses on
addressing issues largely related to climate
change, and making the built environment
more resilient.
Whether that means catering for ever more
frequent extreme rainfall, or leading the
transition to lower carbon heating and cooling,
we are focused on addressing climate change
and its consequences. We want to grow by
being the lowest carbon supplier of choice
for our customers. Therefore driving carbon
from our business and the supply chain is
not only the right thing to do from a societal
perspective, but it is also commercially
fundamental to us.
As part of this process we have committed to
reduce our scopes 1 & 2 greenhouse gas (GHG)
emissions by 30% by 2027, compared to where
we were in 2021. This goes beyond the already
significant reductions achieved; in fact
between 2019 and 2021 we made reductions
approaching 50%.
Our scope 3 GHG emissions are dominated
by the goods and services we purchase. For a
manufacturing group this is usually the largest
proportion of GHG inventory. In this area
we recognise the key role that our supply chain
plays, and therefore we have set a target to
engage with our suppliers so that they reduce
their carbon impact, which in turn supports
the Group strategy. By 2027, we will ensure
that the suppliers who account for 83% of
our purchased goods and services emissions,
will have science-based carbon reduction
targets in place.
Going further, and recognising the need to
reduce carbon across the whole supply chain,
the Group has also committed to reducing
absolute scope 3 GHG emissions by 13% for
our purchased goods and services by 2027.
We are also aware of what we can do ourselves.
The transition to recycling and other low carbon
material choices will continue to play a key role
for us. Using recycled polymers has significantly
less carbon impact than virgin polymers, and
our target of 62% of our materials being from
recycled inputs by 2025 remains an important
milestone for us in our journey to net-zero. The
use of recycled materials is key to increase and
enhance the circular economy benefits that
come with using materials that can be recycled,
repeatedly, through the manufacturing process.
On page 23, we show our progress against our
sustainability framework and climate targets.
22
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Our sustainability framework
Advancing the circular economy
Developing sustainable solutions
Tackling climate change
Investing in an engaged and diverse workforce
We want to lead the industry in recycling
and waste management. It is our
ambition to increase recyclability to
its maximum threshold and to become
a zero-to-waste operation
Given our focus on growth drivers which
are linked to the sustainability agenda,
we recognise that these challenges will
only be met by new products, produced
in the most sustainable ways
We are committed to reducing the
carbon footprint from our operations
and products by focusing on reducing
overall emissions without resorting
to carbon offsetting
We recognise the contribution a diverse
group of colleagues makes to achievement
of our goals. We also believe that providing
development pathways in the workplace
is a key enabler of social mobility
Our 2025 targets
62%
of our polymer tonnage to be from
recycled inputs. This represents the
current available ceiling, given the
standards regimes governing the use
of recycled materials
25%
of our revenue coming from products
launched within the preceding five years
66%
Reduction of CO
2
e emissions intensity
from a 2019 base year (scopes 1 & 2)
5%
of colleagues to be in accredited
Earn and Learn programmes
Our progress
Our use of recycled content increased
from 48.7% to 49.2% from 2022 to 2023
Our Sustainable Materials Working Group
and Business Units continued to increase
the recycled content of our products
and pursue opportunities to switch from
virgin to recycled raw materials where
specifications allow
We continued to develop and launch new
products during the year and achieved
an overall Vitality Index of 21.5%
We also continued to innovate our
product lines, crucially where these
support customer desires, recycled
content and lower-embedded carbon
Our scopes 1 & 2 GHG intensity increased
during 2023 affected by lower production
volumes. As a result of lower production
volumes a reduction in absolute emissions
was achieved. The Group has achieved
a cumulative intensity reduction of
48.6% since the 2019 baseline data
was established. We continue to focus
on efficiency programmes in our
manufacturing processes, being driven
by the rollout of GBS. We’ll continue to drive
out carbon in transport activities with
bio-fuels where we plan further adoption
in 2024/2025
At the end of the year we had over 250
employees in Earn and Learn programmes,
which across a range of disciplines
including; engineering apprenticeships,
financial accounting qualifications,
degrees in subjects such as facilities
management and leadership.
As part of our GBS strategic pillar, we are
investing in developing our people at all
levels of the business in understanding
Lean concepts and how to deploy them to
support business improvement. This learning
is accredited through further education
colleges, and is being recognised as part
of our participation in The 5% Club
Recycled materials:
49.2%
Vitality Index:
21.5%
Carbon reduction (intensity):
Cumulative reduction of
48.6%
People:
Percentage in Earn and Learn
8.2%
Our Climate Targets
Reduction of CO
2
e emissions
intensity by 66% from a 2019
base year (scopes 1 & 2)
Reduction in absolute scopes 1
& 2 GHG emissions 30% by 2027
from a 2021 base year
SBTi near-term target
Increase annual sourcing
of renewable electricity
from 94% in 2021 to 100%
by 2027 through 2030
SBTi near-term target
83% of suppliers by emissions
covering purchased goods
and services will have
science-based targets by 2027
SBTi near-term target
Reduction in absolute scope 3
GHG emissions by 13% for
our purchased goods and services
by 2027 from a 2021 base year
Our progress
48.6%
24%
91%
32%
26.7%
Sustainability continued
23
Genuit Group plc
Annual Report & Accounts 2023
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Financial Statements
Remuneration
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Strategic Report
Sustainability continued
Climate change targets
The Group has set ambitious near-term greenhouse gas
reduction targets and made long-term reduction commitments
to achieve net-zero reductions in line with the latest thinking on
climate science. During 2023 the Science-Based Target initiative
(SBTi) approved the Group’s near-term science-based
emissions reduction target.
Genuit Group’s climate-related targets include commitment to:
– Reduce absolute scopes 1 & 2 GHG emissions 30% by 2027
from a 2021 base year (SBTi Target)
– Reduction of CO
2
e emissions intensity by 66% from a 2019
base year (scopes 1 & 2)
– Increase annual sourcing of renewable electricity from
94% in 2021 to 100% by 2027 through 2030 (SBTi Target)
– 83% of our suppliers by emissions covering purchased goods and
services will have science-based targets by 2027 (SBTi Target)
– Reduction in absolute scope 3 GHG emissions by 13% for our
purchased goods and services by 2027 from a 2021 base year
Going beyond the SBTi near-term targets and recognising the
need to reduce carbon across the whole supply chain, Group
has also committed to reduce absolute scope 3 GHG emissions
by 13% for our purchased goods and services by 2027.
The Group already had an established climate target prior to
having an SBTi for 2025 of reducing the CO
2
e intensity. This target
is aligned and complementary to our science-based target
and will remain part of the near-term target setting. We will
continue to showcase progress towards the 2025 target to
maintain consistency with previous reporting, supplemented
by reporting against our full set of climate targets. As you can
see from the table on page 23, our 2023 results show further
progress against all our targets. This means that on a like-for-like
basis, we have now removed nearly 50% of scopes 1 & 2 GHG
emissions from the business since the target was put in place
in 2020. We continue to source the majority of our electricity
from renewable sources.
During 2023 we continued to switch our company car fleet
scheme around PHEV/EV choices, and since the scheme
was activated, 60% of our eligible colleagues have selected
these vehicles.
We also continued to use biodiesel for in our transport fleet,
where we’ll take the lessons learned and continue the transition to
switch to non-fossil diesel across our transport fleet during 2024.
On scopes 1 & 2 we target absolute reduction as well as intensity
based reductions, and as detailed on this page, we’ve set a
comprehensive range of targets to reduce our scope 3 emissions.
30%
Reduction in scopes 1 & 2 by 2027
13%
Reduction in scope 3: category 1
purchased goods and services by 2027
We commit to reducing absolute scope 3 GHG emissions by 13%
for our purchased goods and services by 2027 from a 2021 base
year, and being net-zero across scopes 1, 2 & 3 GHG emissions
by 2050 from a 2021 base year. In addition to our science-based
targets, during 2023 we have developed a Pathway to Net-Zero
plan, showcased on page 29.
As described above, reducing carbon from our supply chain
is an important initiative for the Group, given that 80% of our
total 2023 carbon emissions fell within purchased goods
and services.
During 2023 the Group has pursued the use of recycled
materials. We have a target of 62% of our polymer inputs being
from post-consumer waste by 2025, and can report that in 2022
this figure was 49.2%. We continue to see mechanical recycling
as the key medium-term method for reducing the carbon
impact of our products. We have a clear plan and projects
which will allow us to transition away from virgin polymers in key
product ranges, and remain committed to implementing these
in the short-term. As part of our Sustainable Solutions for Growth
strategy, we have stated that we will provide solutions which are
the most sustainable and economically viable solutions at that
point in time.
Case Study
LSE Green Economy Mark
The sustainability of our products and
services and their positive impact on
the environment is a core aspect of
our Sustainable Solutions for Growth
strategy. The Group manufactures
products that both mitigate and
provide adaptation solutions to tackle
climate change for example our range of stormwater
management solutions can help mitigate the impacts
of flooding from increased frequency and severity of
storm events. Our heating and ventilation solutions
help customers reduce their own GHG emissions by
enabling low-carbon solutions to be used and in the
case of Adey’s magnetic filters provide a means to reduce
energy consumption and CO
2
e emissions.
The Group continues to be recognised by the London
Stock Exchange for generating more than 50% of revenues
from these green products and services through the
Green Economy Mark.
The Green Economy Mark is provided by the London Stock
Exchange and draws upon FTSE Russell’s Green Revenues
Classification System, which identifies companies
providing green products and services which achieve
environmental objectives.
24
Genuit Group plc
Annual Report & Accounts 2023
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Sustainability continued
Circular Economy
The Group recognises the need to move towards a more
circular use of raw materials and the re-use of so called
‘waste materials’. We see a future where less is discarded
without being re-used or recycled, and new products
are increasingly made with recycled materials that have
already fulfilled a useful role in the economy and society,
rather than virgin materials.
In moving to a circular economy that operates in a circular
and not linear fashion, we’ll see a reduction in the use of virgin
materials and as a consequence society will benefit from:
– reduction in waste destined for disposal and reduction
of materials lost into the environment; and
– reduction in carbon impact (CO
2
e emissions), as the
majority of embedded carbon in products is associated
with the first use of virgin raw materials such as plastic,
cement, steel and aluminium.
We have adopted circular economy thinking by prioritising
the use of recycled polymers in our manufacturing sites
and setting targets to maximise their use. As a secondary
consequence, these recycled polymers are commonly lower
embedded carbon materials. Therefore, as we increase our
use of recycled polymers to support a transition to a circular
economy, we also benefit by decarbonising our supply chain
and realising a reduction in our scope 3 GHG emissions.
As part of our Sustainable Solutions for Growth strategy, a
workstream focused on increasing the circularity of materials
in the sectors in which we operate. This Sustainable Materials
workstream is working to shift products being manufactured
from virgin polymers and materials to recycled materials
wherever possible and without detriment to the products
quality or functionality. We are also looking at emerging
opportunities such as bio-polymers in the medium term.
We understand both the need for a rapid transition to a low
carbon economy and the need to promote circular economy
thinking and how these offer opportunities and challenges
for our business activities.
Our sustainability strategy is dominated by recycled material
and climate change; the Group wants to be the ‘lowest
carbon supplier of choice’ to our customers, meaning
continuing our focus and reduction activities on operational
and supply chain carbon emissions. We also understand
the need to promote and drive behaviour that prevents the
loss of plastic materials into the environment through the
entire life cycle and as such are a signatory to Operation
Clean Sweep; an international initiative from the plastics
industry to reduce loss of plastic pellet, flake or powder into
the environment. Providing a route for end-of-waste plastic
to be consumed within the manufacture of new plastic
products provides an economic base to help prevent waste
plastics being discarded into the environment.
As can be seen on page 23, our use of recycled materials has
increased from 2022 and we now have more than 49.2% of all
raw materials supplied from the secondary products market,
significantly adding to the UK capability to recycle used
plastics and avoid the use of virgin materials.
By offering polymer alternatives to legacy materials such
as concrete or copper, we are able to offer more sustainable
products than those legacy alternatives. However, technology
is not at a standstill, and we continue to invest Research and
Development (R&D) resource in areas such as bio-polymers
and chemical recycling to investigate ways to raise the bar of
sustainability even higher. We are also increasingly involved in
lobbying for standards regimes to be less prescriptive on how
products are made, without compromising on performance.
However, we will need standards regimes to be modernised,
otherwise we will leverage the trusted status of our brands
to reassure customers of the performance of our products,
even though they fall outside the perimeter of those historical
standards. We aim to use our leadership position as a way of
driving change, and ensuring that our customers have access
to products which will reduce their scope 3 carbon impacts.
With this in mind, we are also conscious that designers,
engineers and building owners need empirical evidence to
allow them to make informed decisions regarding carbon
impact. We continue to roll out the adoption of verified
Environmental Product Declarations (EPDs) which allow
quantitative carbon impact comparison at the product
or product family level.
It is because we recognise the need to innovate to reduce
carbon that we also target our innovation rate as part of our
enablers of sustainability. We aim for 25% of our revenue being
from products launched within the preceding five years. Our
data for 2023 shows a Vitality Index of 21.5%, which represents
a slight decrease versus the prior year result of 24.7%.
Vitality Index
21.5%
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The environment and greenhouse gas emissions
We aim to minimise the impact of our operations on the
environment, and sustainability is a key feature of our products
and their associated impact.
Our modern and efficient injection moulding and extrusion
operations use significant amounts of electricity. We monitor
very closely our electricity usage, even at a machine level,
and take a proactive approach to improve energy efficiency.
Based on the type and nature of our production processes,
energy and carbon emissions are some of our largest
environmental impacts.
The following tables detail the energy consumption and
greenhouse gas (GHG) emissions from the activities of the
Group during the period 1 January 2023 to 31 December 2023.
Our GHG, reportable under Streamlined Energy and Carbon
Reporting (SECR) during the period specified above, was 17,426
tonnes CO
2
e. This figure has been derived using the UK
Government’s most recent GHG Conversion Factors for
Company Reporting (2023) and other appropriate emission
factors for non-UK electricity. This is in line with standard industry
practice and allows fair comparison with other UK businesses.
The scope 3 emissions presented in Table 1 include transmission
and distribution losses and business travel in private vehicles
(grey fleet) emissions, in line with previous submissions. A full
scope 3 inventory is presented in Table 5. The intensity figure
presented in Table 2 is inclusive of those aforementioned scope
3 entries; our 2025 KPI target and performance indicator
includes all scopes 1 & 2.
The Group’s absolute scopes 1 & 2 GHG emissions were 12% lower
than in the 2022 reporting period, and although influenced by
lower production volumes we also saw improvements in our
emissions, independent of those production volume reductions.
This resulted in the Group achieving an emissions intensity of
0.140 tonnes CO
2
e per tonne of product during 2023, a strong
performance despite lower production output.
Energy efficiency initiatives
SECR legislation requires us to provide information in our
Directors’ Report on the energy efficiency initiatives carried
out during the financial year. A number of our production sites
operate an energy management system certified to the
international standard ISO50001 and we have production sites
included in the UK government Climate Change Agreement
(CCA) scheme. During 2023 the business prepared for UK’s
Energy Savings Opportunity Scheme (ESOS) Phase 3 compliance
deadline with site based energy audits and identification of
energy saving projects. These, along with CCA audits and
continuous improvement required by ISO50001, have given
the sites and the Group a wide range of energy reduction
programmes to take forward in the short-term.
Our focus on reducing scopes 1 & 2 emissions, measured either
by absolute emissions or emissions intensity is providing the
drive to reduce our use of energy.
Sustainability continued
Table 1 Group GHG emissions (tonnes CO
2
e) by source and reporting period for SECR reporting
2022
2023
Change
Percentage
Share
Source
– fuel combustion (stationary)
4,821
4,200
-12.9%
24.1%
– fuel combustion (mobile)
11,514
9,815
-14.8%
56.3%
– fugitive emissions (F-gas)
536
39
-92.8%
0.2%
– purchased electricity*
2,841
3,372
18.7%
19.4%
Total emissions (tCO
2
e)
19,712
17,426
-11.6%
100%
Output (tonnes of production)
134,022
113,873
-15.0%
Intensity (tCO
2
e) per tonne of production
0.147
0.153
4.1%
*
The 2023 emissions figure for purchased electricity above (and used throughout) reflects our investment in a zero-carbon electricity tariff for the majority of the estate.
In the terms of the GHG Protocol, this is called ‘market-based’ reporting – as opposed to ‘location-based’ reporting. Location-based reporting does not take into account the
electricity supply contracts a company has and instead uses a national carbon emissions factor for electricity. Following the location based methodology (which is required
to be also reported under SECR alongside market-based figures), our 2023 emissions from electricity were 17,426 tCO
2
e (including transmission and distribution losses), giving
total emissions of 30,342 tCO
2
e and an intensity of 0.266 tCO
2
e per tonne of production – an 5.3% increase on 2022. The remaining electricity emissions figure above of 3,372
tCO
2
e is from electricity not covered by our zero-carbon tariff, and from transmission and distribution losses. For the production of the 2023 energy and greenhouse gas data
the Group used updated emissions factors including country specific grid intensity factors leading to an increase in reported emissions for electricity in 2023. Table 3 shows
the year-on-year reduction in total electricity consumed.
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Sustainability continued
UK legislation requires the public reporting of scopes 1 & 2
emissions, with scope 3 emissions for quoted companies being
optional. Tables 1 and 2 presents limited scope 3 emissions
resulting from transmission and distribution, associated with
losses during the use of grid electricity, as well as the grey fleet.
In order to maintain a comparison with previous years
reporting this limited scope 3 inventory is presented in Table 2.
Full reporting of scope 3 emissions is shown in Table 5.
Table 2 Group GHG emissions (tonnes CO
2
e) by scope
and reporting period for SECR reporting
Emissions Scope
2022
2023
Change
Scope 1
16,839
13,893
-17.5%
Scope 2
1,412
2,093
48.2%
Scope 3: category 3 and grey fleet
1,461
1,440
-1.4%
Total emissions (tCO
2
e)
19,712
17,426
-11.6%
When the SECR related emissions are split by type as shown
in Table 1 it is fuel combustion in transportation and combustion
of fossil fuels at the sites that make up the largest portion of the
portfolio at 80%.
The table below shows the total energy consumption for the
Group and the split in energy source/fuel type. We can see
a general reduction in energy consumption in both electricity
and transport fuel, when compared to 2022. The Group energy
consumption in Megawatt Hours (MWh) by type and reporting
period were as follows:
Table 3 Energy consumption (MWh) by type
and reporting period
2022
2023
Change
Percentage
Share
Energy Source (MWh)
Electricity
80,812
69,986
-13.4%
49.8%
Transport Fuel
45,482
41,391
-9.0%
29.5%
Other Fuel
26,409
29,017
9.9%
20.7%
Total
152,703
140,394
-8.2%
100%
UK and Global Consumption
A requirement of SECR reporting for applicable companies
is that they provide a split of their scopes 1, 2 & 3 emissions
between those that are emitted by UK sites and those emitted
by sites in their portfolio outside of the UK.
Table 4 Energy consumption (MWh) by type
and reporting period
Territory
Scope
tCO
2
e
MWh
UK
1
13,856
63,082
Global
37
624
UK
2
1,679
68,575
Global
414
1,412
UK
3
1,413
6,610
Global
27
91
Total
17,426
140,394
Genuit Group GHG inventory for 2023
In Table 5 we present the full scopes 1, 2 & 3 greenhouse gas
inventory for the Group.
As highlighted earlier in this Report, our greenhouse gas intensity
value remained the same from 2022 to 2023. This was in spite
of lower production volumes which would be expected to drive
an increase in intensity. In producing the 2023 energy and GHG
data, we used updated emissions factors (including country
specific grid intensity factors) leading to an increase in reported
emissions for electricity in 2023. Despite these two headwinds
factors, 2023 showed an increase in performance. Furthermore,
we can see that a reduction in absolute emissions was
achieved during the year. For scope 3 data reporting we have
continued to refine the methodology, improve the primary
data collection and reduce carbon through our Sustainable
Materials Working Group and the switch from virgin materials
to recycled content. These, combined with the reduction in
production volumes, has contributed to the decrease in
scope 3; category 1 emissions.
We continue to focus on efficiency programmes in our
manufacturing processes being driven by the rollout of the
Genuit Business System and GHG and energy efficiency
programs, and we continue to drive out carbon in transport
activities with bio-fuels where we plan further adoption
in 2024/2025.
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Table 5 below shows the GHG Inventory including our science-based targets and performance against those targets
Reporting item
Base year
value FY2021
(tCO
2
e)
Base year
emissions
covered
by targets
(tCO
2
e) (%)
FY2022
reporting
value
FY2023
reporting
value
Scope 1 (tCO
2
e)
19,547
19,547 (100%)
16,839
13,893
Scope 2 (market-based) (tCO
2
e)
1,487
1,487 (100%)
1,412
2,093
Total scopes 1 & 2 (market-based) (tCO
2
e) (ABS1)
21,034
21,034 (100%)
18,251
15,986
Electricity
Total electricity use (MWh)
81,102
81,102 (100%)
80,812
69,986
Electricity procurement from renewable sources (MWh)
76,236
73,512
63,460
% of electricity from renewable sources (O1)
94%
91%
91%
Scope 3 (tCO
2
e)
Category 1: Purchased goods and services
335,282
335,282 (100%)
372,279
245,734
Category 2: Capital Goods
17,803
17,204
15,685
Category 3: Fuel- and Energy-Related Activities
10,879
13,743
11,673
Category 4: Upstream transportation and distribution
9,204
1,206
1,024
Category 5: Waste Generated in Operations
1,052
1,248
1,060
Category 6: Business Travel
636
490
416
Category 7: Employee Commuting
6,932
8,199
6,964
Category 8: Upstream leased assets
N/A
N/A
N/A
Category 9: Downstream Transportation and Distribution
6,002
896
761
Category 10: Processing of sold products
N/A
N/A
N/A
Category 11: Use of Sold Products
4,464
4,321
3,670
Category 12: End-of-Life Treatment of Sold Products
3,054
3,561
3,024
Category 13: Downstream leased assets
N/A
N/A
N/A
Category 14: Franchises
N/A
N/A
N/A
Category 15: Investments
N/A
N/A
N/A
Suppliers of purchased goods and services with
science-based targets (% coverage of scope 3: cat. 1) (O2)
0%
20%
32%
Sustainability continued
Notes:
a)
Genuit Group performed full inventory of its scopes 1 & 2 emissions on an annual basis. Scope 3
full inventories took place in 2021 and 2022. During 2023 scope 3 category 1 and 2 was fully
re-assessed with other categories being estimated based on changes to activity at a site level
b)
90% of the data is calculated using actual data, with 10% being estimated based on pro-rated
actual data as described in note a
c)
Following a materiality assessment categories 8, 10, 13, 14 and 15 were not deemed relevant
to the nature of the business and marked as N/A
d)
Data is prepared following the GHG Protocol methodologies with the following notes and
alternative methodologies for scope 3 categories (
https://ghgprotocol.org/sites/default/
files/2022-12/AppendixD.pdf)
e)
Category 1 for the Nuaire business is undertaken using the methodology defined in the
standard ‘Embodied carbon in building services: a calculation methodology CIBSE TM65: 2021’
f)
Category 11 was assessed based on power consumption over a 12 month period. This is a
deviation from the GHG Protocol as the in use periods are not always known and depend
on actual customer behaviour. Genuit Group continues to review and refine the methodology
for category 11 assessment which may lead to changes in the reported value in future years
Boundary, methodology and exclusions
An ‘operational control’ approach has been used to define
the GHG emissions boundary. This approach captures
emissions associated with the operation of all buildings
such as warehouses, offices, and manufacturing sites, plus
Company owned transport. This covers all Group operations,
both production and office locations. This information was
collected and reported in line with the methodology set out in
the UK Government’s Environmental Reporting Guidelines 2019.
Emissions have been calculated using the latest conversion
factors provided by the UK Government or other appropriate
agency. There are no material omissions from the mandatory
reporting scope. The reporting period is 1 January 2023 to
31 December 2023.
The reporting of scope 3 emissions is in line with the GHG
protocol. Based on this work scope 3 accounts for 95% of all
emissions and amounts to 290,013 tCO
2
e. This proportion is
consistent with other businesses who rely on raw material
suppliers to support manufacturing processes. Looking closely
at the scope 3 inventory we can see that category 1 has
decreased from 2022 to 2023, largely driven by a reduction
in volumes and by improvements in the data calculation
methodologies. We’ve also seen how emission factors
can have an impact, with year-on-year variance impacting
on the GHG inventories especially for scope 3; category 1.
Having consistent and accurate emission factors for the supply
chain is crucially important and we continue to work with the
supply chain and supply partners to improve the accuracy
of emissions factors that our inventories rely upon.
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Sustainability continued
Pathway to Net-Zero
1
Leading the pack
– Aligning ambition to climate science
through setting of science-based targets
– Decarbonising our own site operations
– Reducing emissions from transport
with PHEVs and bio-fuels
– Increasing recycled content
– 30% reduction in absolute scopes 1 & 2
GHG emissions by 2027
– Driving down scope 1 emissions
from production activities
– Fully decarbonising transport emissions
– Adoption of innovative raw materials
when available
– Decarbonisation of value chain
through supply chain science-based
target commitments
2050
2040
2027
2030
2021
100%
Long-term net-zero
Near-term
Medium-term
– Deeper decarbonisation of Genuit Group operations
– Advanced circular economy activities
– 90% reduction in scopes 1, 2 & 3 emissions by 2050
2
Scaling up and
driving down emissions
3
Delivering net-zero
By 2050
we will reach
net-zero
10%
By 2027
we will reduce
scopes 1 & 2
emissions by 30% and
scope 3: category 1
emissions by 13%
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Pathway to Net-Zero
In the short and medium-term the switch from virgin materials
to recycled is clear. In the longer-term, low-carbon primary
materials are likely to become available as the primary
materials supply chain decarbonises in line with a net-zero
trajectory. Furthermore, new and innovative materials such
as bio-polymers are likely to become available, offering lower
embedded carbon content than conventional materials.
These will be crucial where applications do not allow for the
use of recycled materials. Bio-polymers are material where
the base component is produced from natural sources, for
example chemically synthesised from a biological material.
A key element of achieving our Pathway to Net-Zero is the
setting of challenging targets in blocks of 3-5 years to provide
the impetus for continuous progression and to remain on the
required trajectory. As part of this journey and as 80% of our total
GHG inventory is in our purchased goods i.e. the raw materials
we buy to manufacture our finished goods, the supply chain
engagement is crucially important. We have set ambitious
scope 3 targets both in terms of absolute reductions of
emissions and also in requiring 83% of our suppliers by GHG
emissions to adopt science-based targets. We understand
our leadership role in giving clear signals to the supply chain
and working with our partners to achieve the carbon reductions
required to avoid the worst effects of climate change.
Pathway to Net-Zero Definitions
What does ‘Carbon Neutral’ mean?
Although often used interchangeably with ‘net-zero’, the two
are not the same. In general, when companies claim carbon
neutrality they are counterbalancing CO
2
e emissions with
carbon offsets without necessarily having reduced emissions
by an amount consistent with reaching net-zero at the
global or sector level (science-based targeted reductions).
Products that directly reduce or mitigate emissions during
the life-cycle may be described as carbon neutral if rigorous
assessment shows this to be the case. Individual products may
also be carbon neutral if residual emissions are offset by other
carbon reduction activities and a third-party assessment has
verified the claim. Third parties are developing processes to
verify and approve carbon neutral claims. This is a developing
area of product declaration and one that the Group
is evaluating.
We have committed to setting long-term
Group-wide emission reductions in line with
net-zero with the Science-Based Target initiative
(SBTi). We have responded to the SBTi’s urgent
call for corporate climate action by committing
to align with 1.5ºC and net-zero through the
Business Ambition for 1.5ºC campaign.
In December 2023 we submitted to SBTi for
validation our long-term reduction plan for a
90% reduction in scopes 1, 2 & 3 emissions by 2050.
Goods purchased for the manufacture of products dominate
our greenhouse gas inventory (scopes 1, 2 & 3) emissions.
In the medium and long-term reducing this aspect will be key
to achieving net-zero by 2050. The embedded carbon in these
purchased raw materials derives from the primary products of
the polymers and metals. With circular economy thinking and
industry recognised practices, once materials go through their
first use and come back in to the raw material supply chain
the primary production and embedded carbon is no longer
associated with the material; to avoid double counting.
Therefore recycled materials or materials made from recycled
content offer the most obvious low-carbon solutions in the
short to medium-term, hence our position as one of the leading
consumers of recycled polymers. You can read more about
circular economy on page 25.
What does ‘net-zero’ mean?
A state of balance between anthropogenic (man-made)
emissions of greenhouse gases (GHG) and anthropogenic
(man-made) removals. Net-zero GHG emissions must be
achieved at the global level to stabilise temperature increases.
The Science-Based Targets initiatives (SBTi) net-zero standard
outlines what companies need to do to enable the global
economy to achieve net-zero by 2050.
Companies must take action to halve emissions before 2030.
Likewise, long-term deep emissions cuts of at least 90%
before 2050 are crucial for net-zero targets to align with
climate science.
Our net-zero target boundary includes all scopes 1, 2 & 3
emissions, both upstream and downstream.
Who is the ‘Science-Based Targets Initiative’?
The Science-Based Targets initiative (SBTi) is a partnership
between Carbon Disclosure Project (CDP), the United Nations
Global Compact, World Resources Institute (WRI) and the
World Wide Fund for Nature (WWF).
The SBTi’s goal is to enable companies worldwide to do what
climate science requires of the global economy: to halve
emissions by 2030, and achieve net-zero before 2050.
SBTi develop criteria and provide tools and guidance to enable
businesses and financial institutions to set GHG emissions
reduction targets in line with what science tells us is needed
to keep global heating below 1.5°C.
As previously highlighted the Group has approved near-term
targets and has submitted to SBTi long-term reduction targets
of 90% for approval.
What are ‘science-based targets’?
Science-based targets provide a clearly-defined pathway
for companies to reduce greenhouse gases (GHG) emissions,
helping prevent the worst impacts of climate change and
future-proof business growth.
Targets are considered ‘science-based’ if they are in line with
what the latest climate science deems necessary to meet the
goals of the Paris Agreement; limiting global warming to 1.5°C
above pre-industrial levels.
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Task Force on Climate-Related
Financial Disclosures
At Genuit Group, we understand the serious
threat that climate change poses to our planet
and recognise our responsibility in mitigating its
impacts through sustainable business practices
and climate resilient products.
We acknowledge the scale of action required and the role
the construction industry and building material suppliers play
in increasing the resilience of the wider economy against
the threats posed by climate change.
Our business has evolved from its heritage in plastic pipes
and fittings to being a leading player in sustainable water and
climate management; with sustainability at the heart of what
we do and forming the basis of our strategic choices. Our aim
is to be the lowest carbon choice for our customers, and we
understand that we need to communicate our progress to our
stakeholders in a consistent and comprehensive way. Through
collaboration and the adoption of international frameworks
such as the Task Force on Climate-Related Financial Disclosures
(TCFD) and Science-Based Targets initiative (SBTi), we aim to
give our stakeholders more insight into the processes and
evaluations behind our strategic decisions within the context of
climate change, providing detail on the year-on-year progress
we have made in achieving them. We recognise the benefits
of embedding climate risk and opportunity evaluation and action
along with climate-related financial disclosures into our business
risk management and decision-making processes. You can
read more about our science-based targets (SBTs) on page 24.
In the 2022 Annual Report and Accounts, we updated
stakeholders on the Group’s progress on assessing
climate-related risk and opportunities. During 2023 we have
enhanced our assessment of risk and opportunities with the
deployment of quantitative analysis for both transition and
physical risk and opportunities. In both cases a third-party was
used to build bespoke scenario models. For transition risk and
opportunities, the models enable the Group to analyse various
possible short, medium and long-term policy scenarios that
may have a financial impact.
We outline further in this report the process we followed and
the risks and opportunities that were identified, as well as the
quantitative and qualitative scenario analysis conducted on
those selected risks and opportunities.
The table outlines where specific information relevant to this
TCFD disclosure can be found elsewhere in this Annual Report
and Accounts. Further signposting is detailed in the sections
that follow, where appropriate.
TCFD
Pillar
TCFD
Recommendation
More
detail on
pages
Governance
a) Board oversight
32
b) Management’s role
32
Strategy
a) Climate-related risks
and opportunities
36 to 39
b) Impact on the Company’s
business, strategy, and
financial planning
c) Resilience of the Company’s
strategy
Risk
management
a) Risk identification and
assessment process
36 to 39
b) Risk management process
c) Integration into overall
risk management
Metrics and
targets
a) Climate-related metrics
to assess climate risks
and opportunities
16 and 23
b) Scopes 1 & 2 and,
if appropriate, scope 3
GHG metrics and the
related risks
40
c) Climate-related targets
and performance
against targets
28
We comply with the FCA’s
Listing Rule 9.8.6R
(
8
)
, and make
disclosures consistent with
the 2017 and amended 2021
TCFD recommendations and
recommended disclosures
across all four of the TCFD
pillars, and s414CA and s414CB
of the Companies Act 2006.
We consider that sufficient
information sharing in this
Annual Report and Accounts
has been made to make the
disclosures consistent with
the TCFD framework.
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Task Force on Climate-Related Financial Disclosures
continued
Governance
The Board oversees and approves the
Group’s strategy and cultural framework
which includes sustainability drivers and
targets and has responsibility for the final
disclosures included within this report as well
as our science-based targets and Pathway
to Net-Zero. The Chief Executive Officer is
ultimately responsible for the implementation
of this strategy and climate-related risk
management. Responsibility for identifying
and monitoring climate-related risks and
opportunities sits with our Risk Committee,
which is chaired by our Chief Financial Officer.
We recognise the importance of effective governance for
managing climate-related risks and opportunities. The Board has
overall responsibility for the Group’s internal control framework
and risk management systems. This includes reviewing the
effectiveness of the Group’s risk and control processes and
ensuring the identification, assessment, and ongoing monitoring
of risk (including environmental matters and climate-related
risks). It delegates monitoring and management of these to
the Risk Committee. Details of the membership, activities,
responsibilities, and frequency of meetings can be found in our
Risk Committee Report on pages 99 to 105. We are committed to
assessing climate-related risks and opportunities throughout our
businesses, to support our customers and the wider community
with low carbon benefits (through our low-emissions products
and services), or mitigation against physical risks (such as
flooding) through integrated surface and drainage solutions.
It is a key factor in decision-making and considered by senior
executives when setting ambitions for Group strategy. During
2023, we continued to integrate the monitoring, reporting and
understanding of climate-related risks and opportunities into
our individual businesses. Climate-related risks detailed within
Business Unit risk registers are reviewed and captured on our
Group risk register, which is reviewed by the Risk Committee. This
structure allows the Board, management teams and Committees
to have adequate information to make strategic and local
decisions, with consideration for climate-related risks and
opportunities. Details of the governance reporting structure for
the Group can be found in our Governance Report on page 75,
and the risk management framework can be found on page 101.
Climate-related risk and opportunities in the context of the
TCFD framework is a standing agenda item at Risk Committee
meetings and was considered at all meetings during 2023.
The Board is updated after each meeting on the key discussions
and decisions at the Risk Committee meetings via a written
report, as well as a verbal summary from the Risk Committee
Chair, to allow Board members to effectively challenge and
question decisions and outcomes. In respect of climate-related
risk and opportunities, the report and verbal update includes
a summary of the discussion, as well as any other relevant
items such as climate risk and opportunity assessment and
evaluation updates completed during the year. The Board also
has sight of any detailed analysis reports produced which outline
climate risks and opportunities relevant to the Group, as part
of this assessment, if relevant or available. These discussions
took place with the Board at each Board meeting after each
scheduled Risk Committee meeting. Further detail on the Board
meetings during the year can be found in the Governance
Report on page 83.
Mechanisms, such as the use of a specific pro-forma template
structured as a dedicated climate-related risk and opportunities
register, provides the committee with detailed assessments of
those risk and opportunities. This will continue to increase
education and awareness of climate-related risks and
opportunities across the Group.
Climate-related risks and opportunities are integrated in
our decision-making and strategy formulation processes.
For example, as our polymer processes are electro-intensive,
we have established a target to buy renewable energy and
decarbonise our scope 2 emissions. We target the use of
recycled polymer materials which disconnects the business
from carbon pass-through costs associated with virgin material
production. We have aligned our product offerings with climate
mitigation and adaptation solutions and made strategic
acquisitions that align with those aspects.
During 2022 the Board approved the Group’s submission of our
near-term science-based climate target to the Science-Based
Target initiative (SBTi). In April 2023 the SBTi approved the Group’s
near-term science-based emissions reduction target. In
addition to our near-term targets, the Group has also set
long-term emission reduction targets, which have been
submitted to SBTi for approval. Genuit Group has responded to
the SBTi’s urgent call for corporate climate action by committing
to align with 1.5ºC and net-zero through the Business Ambition
for 1.5ºC campaign.
Further details on our Pathway to Net-Zero ambition and targets
can be found on page 29.
The Board monitors climate-related targets through the
non-financial KPIs relating to scopes 1 & 2 emissions, as outlined
within the Strategy section of this Report on pages 36 to 39.
Most notably this includes our commitments to carbon
reduction, and continuing to reduce our use of virgin polymers.
Sustainability has always been at the heart of what we do, and
the Group Remuneration Policy includes sustainability targets
in its long-term incentive plan; carbon reduction targets being
one key element of this. This further reflects the importance
of sustainability to the Group by incentivising senior leaders
to continue to drive the sustainability agenda. More detail
on how these incentives are structured can be found in our
Remuneration Report on pages 118 to 121.
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Task Force on Climate-Related Financial Disclosures
continued
Risk management
The Group understands the importance
of monitoring climate-related risk across
its businesses and manages changing
environmental regulations and disclosures
through impact assessments and reviews
in its risk register. Formal review and
ongoing management of the risk register
is a responsibility of the Risk Committee.
Climate was included as a principal risk in 2021, and the
outcomes of the subsequent TCFD assessments have enabled
more accurate conclusions in respect of mitigations and
impact in accordance with the Group’s risk management
framework. During 2023, the Group’s use of quantitative scenario
modelling of transition and physical risks have enabled a deeper
understanding of climate risk and opportunities and progression
of mitigating actions and key performance indicators.
More detail on the structure of the Group risk management
framework and climate risk as a principal risk can be found in
our Principal Risks and Uncertainties on pages 66 to 73 of the
Strategic Report.
Taking ownership of climate change risk at all levels within
the Group is fundamental to the accurate identification and
mitigation of climate-related risk. Business Unit Managing
Directors present to the Risk Committee on a rotational basis
which includes any climate-related risks and mitigating
actions. Methods and mitigation for managing these risks are
communicated by senior management to the businesses.
This ensures full integration into risk reporting processes and
consistency across the Group.
Led by the Chief Strategy and Sustainability Officer (an Executive
Committee member and member of the Risk Committee), during
the year the climate-related risk and opportunities risk register
was monitored and updated in line with the risk management
framework, and given additional focus following the appointment
of a Sustainability Director. Updates were made to reflect
changes in the Group’s assessment of the risks and opportunities
identified, and these were shared with the Risk Committee at
each meeting held during the year. This is a mechanism and
opportunity for challenge and scrutiny by the Risk Committee
of the climate-related risks and opportunities, and ensures
adequate approvals are in place for any significant changes.
At its meeting in June 2023, the Risk Committee approved the
identified transition and physical risks and opportunities
to undertake additional quantitative scenario analysis to
obtain a greater understanding of their financial impact.
To assist with the completion of the approved quantitative
scenario analysis, we engaged a leading sustainability and
environment consultancy to develop bespoke scenario models.
For transition and physical risk and opportunities, the models
enable the Group to analyse various possible short, medium,
and long-term scenarios and how they may impact the business.
Output from these models was integrated into the climate
risk register and presented to the Risk Committee for review
and approval. The final risks and opportunities deemed most
important and significant to the Group were selected for
disclosure in this Report. Those are detailed and disclosed
on pages 36 to 39.
Undertaking this analysis and discussing the methodology
and outputs with the Risk Committee has provided further
educational opportunities on the increasing impact of
climate-related risk on the Group’s operations, also confirming
the opportunities that it presents which are inherent to the
Group’s strategy.
These discussions around the impact of climate change,
further embedded climate-related risk into the Group risk
management framework.
In order to ensure the Group is informed of future regulatory
direction, we participate in industry bodies within the UK and
Europe, such as Construction Products Association (CPA),
The European Plastic Pipes and Fittings Association (TEPPFA)
and the British Plastics Federation (BPF), and commission expert
input where required. These form key inputs into our assessment
of identified transition risks relating to carbon tax, climate
reporting obligations and the physical risk of material supply.
It’s important to continuously review and update analysis that
provides the basis for risk and opportunity assessment and
disclosure. The Risk Committee included the requirement to
monitor climate-related risks and opportunities in its Terms
of Reference update during 2023, a copy of which is included
on our website. During 2023, our climate-related risks and
opportunities were updated three times and reviewed by
the Risk Committee. The Group intends to continue to update
its analysis on climate-related risks and opportunities during
2024, enabling the Risk Committee to determine whether the
considerations are adequately reflected in the Group’s strategy.
The Risk Committee will continue to drive the integration of
climate-related risks into the risk management framework
across the Group, as well as monitoring the opportunities
it presents, ensuring progress continues to be adequately
reported to the Board.
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Time horizons consider when the risk could likely have
an impact. Associated impacts were considered under
current operating levels, using the following time horizons,
in accordance with our risk management framework:
Short-term
(0–5 years):
This covers current year plus
our outlook for budgets and
short-term financial planning,
and assessments such as
viability statements.
Medium-term
(5–10 years):
This period is consistent with
our view on SBTs and Pathway
to Net-Zero.
Long-term
(10+ years):
This time period extends
beyond our current knowledge
on legislation and regulatory
changes, but considers an
extrapolation of trends and
themes up to 2050.
Task Force on Climate-Related Financial Disclosures
continued
Strategy
Climate change continues to pose significant
challenges to the built environment. We are
aware that transitioning into a lower-carbon
economy may entail changes to policy,
legal, technological, or other market changes
which may cause varying levels of financial
and reputational risks to us as a Group.
Nonetheless, sustainability is core to our
commercial strategy.
As part of our assessment of climate-related risks and
opportunities, we have identified transition and physical risks
that climate change poses that we seek to address and
mitigate. However, we acknowledge that with these risks
come various opportunities, given our sustainability framework
(read more on pages 22 and 23 of the Strategic Report).
It should be noted, therefore, that whilst climate change is
assessed to be a principal risk, it was through considering the
potential impact and likelihood over the medium and longer
term. In our short-term scenarios, we do not consider the Group
to be at significant risk of adverse impact from climate change.
In the medium-term, this risk increases, however, we are
well positioned to help mitigate climate-related risks through
supporting our customers in providing low carbon and climate
resilient solutions. In preparing the Group’s financial statements,
we have considered the impact of climate-related risks on our
financial position and performance, and have not identified
any significant adverse impact on the financial statements.
As part of the input to the Viability Statement, the Group
assesses climate change and its impact over a three-year
time horizon. During 2023 a review of climate-related risks and
opportunities was conducted to identify those which could
impact strategy and financial planning across our operations
and Business Units. Due to the nature of our operations, we are
well placed to support customers in tackling the impact of
climate change, particularly the increase in severity and
frequency of extreme weather events. This provides significant
opportunities through the development of low emission and
climate resilient products and services. The climate-related risks
and opportunities review considered the current operations
across the Group without any future strategic changes and was
based on inherent risk, to give a clearer picture of the actual
risks and opportunities. This was then used to assess the residual
risk, following any implementation of appropriate mitigations.
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These climate scenarios were selected
because they:
Align with the TCFD recommendations to
assess business resilience under different
climate-related scenarios, including a
<2°C scenario.
Consider up to a 2050 timeframe, which
aligns to the Paris Agreement and other
governmental net-zero 2050 targets.
Broadly align with scenarios commonly
used in TCFD reporting, facilitating better
comparison between disclosure.
Include reputable and broadly used data
and assumptions.
The shortlisted risks and opportunities were evaluated
further to consider the likelihood of the risks occurring and
the potential severity of the impact on the Group and those
deemed significant. Significant risks are defined as those
which have potential to have considerable impact on our
operations, strategy or financial performance if they are not
suitably controlled. Significant opportunities are those which
have potential to enhance the financial performance of the
business. Five risks (two physical, and three transition) and
three opportunities were identified as having the greatest
combination of probability and impact, and consequently
of significance to the business.
These identified risks and opportunities are a key factor in
the financial and operational planning process, both in the
long-term strategic decision-making and short to medium
term. Our Pathway to Net-Zero transition plan as detailed on
pages 29 and 30 is based upon the 1.5ºC Business Ambition
and achieving a 90% reduction in total GHG emissions by 2050.
In the short term this is supported by our SBTs for 2027, as well
as the 2025 targets. In order to achieve these goals, our key
focus is on continuing to drive out carbon across scopes 1, 2
& 3 and in doing so mitigate the risks identified in this report.
During 2023, as part of our Pathway to Net-Zero, we expanded
and evolved the projects supporting our SBTs and formed
our longer-term actions to achieve net-zero. Given the
significance of the carbon impact of virgin polymers, much
of our focus is on continuing to increase our usage of recycled
materials, which we target at 62% of our total tonnage by
2025, and are progressing strategies to go beyond that in the
medium term. We also continued to roll out our transition to
EV/PHEV across our car fleet and the move of our commercial
fleet away from fossil fuels. Given the profile of our revenue
streams in 2023 with 88.5% being derived in the UK, the primary
jurisdiction for evaluation of our net-zero commitments is the
UK, and we are in line with the UK Government’s current targets.
Should this profile alter, we will seek to ensure we are in keeping
with the relevant jurisdiction targets as part of our economic
evaluation of those opportunities.
Following identification and assessment of climate risks and
opportunities relevant to our business through engagement
with key stakeholders (see the Risk Management section
of this Report on page 33), we carried out quantitative and
qualitative climate scenario analysis on a subset of the most
significant risks and opportunities. The potential impacts of
these risks and opportunities were assessed under a selected
set of climate scenarios. This was performed to gain a better
understanding of the resilience of our business model and
strategy to the potential impacts of these risks and opportunities
under hypothetical climate scenarios and outcomes. During this
analysis our climate risks and opportunities were considered
against the following reference time horizons within the public
scenarios: short-term 0-5 years (<5 years), medium-term
5-10 years (2030) and long-term 10+ years (2050). 2030 and
2050 are the typical milestones included within public scenarios
against which hypothetical climate outcomes are described.
These referenced time horizons are broadly aligned with the
business-specific time horizons we have identified and assessed
our climate risks and opportunities against. Furthermore
timeframes align with our short/medium-term business
planning processes and our longer-term strategic overview.
Warming
trajectory
by 2100
Transition scenarios
(IEA)
1
Physical scenarios
(IPCC)
3
1.5°C
Net Zero Emissions
(NZE)
<2°C
Announced Pledges
Scenario (APS)
SSP1
4
-2.6
2
(low challenges
to mitigation
and adaptation)
2-3°C
Stated Policies
Scenario (STEPS)
SSP2-4.5 and SSP3-7.0
for supply chain
disruption physical risk
(medium-high
challenges to
mitigation and
adaptation)
>3°C
SSP5-8.5
(high challenges
to mitigation,
low challenges
to adaptation)
1.
IEA – the International Energy Agency has constructed scenarios to assess
different transition pathways based on varying assumptions of how the energy
system may evolve.
2.
RCP – Representative Concentration Pathways are commonly used by climate
scientists to assess physical climate risk. Each pathway represents a different
greenhouse gas concentration trajectory, each of which is associated with
varying levels of impact. Under RCP 2.6, Physical climate impacts are expected
to be the lowest and greatest impacts under RCP 2.6 and RCP 8.5 respectively.
3.
IPCC – The Intergovernmental Panel on Climate Change RCPs are the market
accepted reference scenarios which outline the possible consequences of
climate change.
4.
SSPs – Shared Socio-economic Pathways illustrate different socio-economic
contexts or baselines (i.e. technological, economic and demographic context),
in the absence of further climate policy, (i.e. technological, economic and
demographic context).
Task Force on Climate-Related Financial Disclosures
continued
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The shortlist of risks and opportunities included in this analysis
are set out in the table below. The relative magnitude and
materiality of each of these risks and opportunities was
assessed using the Group risk management framework and
probability impact matrix, under the context of the different
climate scenarios. This assessment excludes the impact of
any current or future mitigating actions. Overall, transition risks
were found to have the highest potential impact in the short to
medium term, with carbon taxes and supply chain disruption
representing the greatest potential impact under all transition
scenarios examined. Transition opportunities were found to
have the most potential positive impact in the medium to
long term. The opportunity arising from demand for low
emissions products and services is dependent on the transition
to a low carbon economy. The opportunity arising from
increased demand for flood mitigation technology is reliant
on the impact of physical risk, where flood risk is enhanced.
In contrast, physical risk is expected to have the most significant
potential impact in the longer term under the worst-case
warming scenario examined. Following the risk assessment and
subsequent scenario analysis, we believe our business strategy
shows resilience to the impacts of climate change up to the
medium term. Nonetheless, in line with our periodic strategic
review and risk management processes we will adjust and
introduce mitigating measures as required.
Climate-related Risks and Opportunities
Risk
Risk
type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/
metrics/targets
Short
(< 5 years)
Medium
(2030)
Long
(2050)
Climate reporting obligations
Potential financial
impact if perceived by
stakeholders as failing
to meet climate
reporting expectations/
requirements or reporting
poor performance against
climate commitments.
Transition
Policy &
Legal/
Reputation
Financial: Additional
costs due to increased
reporting requirements
and stakeholder demands.
Loss of investor confidence
if seen to be climate
greenwashing, impacting
access to capital.
The Group has access to
external resources and has
representatives on national
and international working
groups. As such, we ensure
that we have good sight
of changes that impact
the business.
Transition risk assessed but scenario analysis not undertaken
Time Horizon
Short – medium
Metrics
Annual carbon inventory
GHG emissions, scopes 1, 2 & 3
Targets
GHG inventories and public reporting
on climate related topics
Business interruption and damage to assets
The potential financial
impact of damage to
and closure of the Group’s
offices, warehouses
and factories caused
by extreme weather.
Physical
Acute/
Chronic
Financial: Reduced revenue
due to closure of sites;
increased repair/capital
costs due to weather
damage; increase in
insurance premiums;
reduced revenue and
higher costs.
Operations: Sites could
close while repairs take
place; impacts of changing
climate on employee
working conditions.
The Group internally
assesses the controls
in place to deal with site
level business interruption.
The Group is audited by
our insurers reviewing
Group business continuity
and interruption.
SSP1-2.6 (<2°C) The frequency
and size of heavy
precipitation, flood, wind and
drought events is likely to
increase. An increase in the
frequency of extreme coastal
flooding events due to sea
level rise is very likely.
The risk of business interruption
and damage to our assets increases
from <2°C to >3°C. Financial impacts
are expected to be greatest under
the >3°C scenario and may include:
– Increased costs in the medium
to long term due to damage and
disruption from extreme weather
events requiring asset restoration.
– Revenue lost due to business
disruption in the medium to
long term under all scenarios.
– Reduction in asset values due to
increased exposure to physical risk.
During 2023 this risk was reviewed in
accordance with the risk management
framework as outlined earlier in this
report, and there was no change in
its assessment.
Time Horizon
Medium – long
Metrics
Annual carbon inventory in line
with SBTs
Proportion of sites deemed as at flood
risk during annual review process
Targets
No worsening of flood risk assessment
SSP2-4.5 (2-3°C) Similar
to trends observed in
Scenario SSP1-2.6, with
increased frequency and size
of extreme weather events.
SSP5-8.5 (>3°C) Compared
to Scenario SSP1-2.6,
a marked increase in
frequency and severity
of extreme weather events
is projected. Heavy
precipitation and drought
events are likely to double
in frequency versus SSP1-2.6.
Task Force on Climate-Related Financial Disclosures
continued
Disclosure Definition/Materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
For opportunities >£10m is coloured green, opportunity <£1m is coloured red. Between £1m-10m is coloured amber.
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Risk
Risk
type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/
metrics/targets
Short
(< 5 years)
Medium
(2030)
Long
(2050)
Carbon taxes
The potential financial
impact of current and
future potential carbon
taxes applied to our
own operations
and supply chain.
Transition
Policy
& Legal
Financial: Increase in
operating costs driven
by indirect carbon taxes
passed to Genuit Group
through its supply chain
and direct carbon taxes
on manufacturing activity.
These ‘taxes’ could be
delivered through existing
measures such as the
UK and EU’s Emissions
Trading Scheme.
Operations: Requirement
for more comprehensive
data assurance and
verification of scopes 1, 2
& 3 carbon emissions.
The Group continually
monitors changes in tax
legislation through internal
specialists and guidance
from our advisers. Changes
which impact the Group
are communicated to the
Board and action taken
where appropriate.
Our SBTs and journey
to net-zero will mitigate
our exposure to carbon
related tax.
NZE (1.5°C) Early Action –
Early implementation of a
carbon pricing mechanism
to all economies with a
net-zero commitment. 2030:
£114/tCO
2
2050: £203/tCO
2
Based on quantitative financial
modelling the potential impacts of
carbon taxes and other carbon policy
measures applying a carbon cost to
our scopes 1, 2 & 3 were examined and
quantified. Overall, the impacts are
predicted to be potentially significant
under both the NZE and APS scenarios
in the medium to long term.
Carbon taxes are expected to increase
in line with national Governments’
commitments to decarbonise,
especially those committed to net-zero
by 2050 or earlier. Given our value chain
predominantly operates in countries
with net-zero commitments, this could
result in the following potential financial
implications:
– increased expenditure due to the
cost of carbon taxes and indirect
costs passed through our supply
chain; and
– we may have to absorb this cost,
leading to reduced profit margins.
Or, alternatively, we may need
to increase prices, potentially
impacting our competitiveness.
Time Horizon
Medium
Metrics
Annual carbon inventory in line
with SBTs
GHG emissions, scopes 1, 2 & 3
Non-financial KPI, Vitality Index
Targets
2025 target of 25% of sales from
products launched within preceding
five years
2025 target of 62% of tonnage from
recycled plastics
2025 66% reduction of CO
2
e emissions
intensity (scopes 1 & 2) from 2019
base year
2027 30% reduction in scopes 1 & 2
emissions from 2021 base year
2027 13% reduction in scope 3: category 1
(purchased goods and services)
emissions from 2021 base year
83% of suppliers by emissions covering
purchased goods and services will
have science-based targets by 2027
APS (<2°C) Late Action –
Pricing mechanisms are
introduced later on and at
lower rates. 2030: £109/tCO
2
2050: £162/tCO
2
STEPS (>3°C) Business as
Usual – Only existing or
announced carbon pricing
schemes are applied under
lower rates. 2030: £97/tCO
2
2050: £109/tCO
2
Increased raw material costs
The potential financial
impact of increased
demand of low carbon
materials causing reduced
supply and increased
cost. This could lead to
challenges in competitive
pricing and reduced
profit margins.
Transition
Market
Financial: Reduced
revenues due to limited
supply of materials,
reductions in profit margins
as materials required to aid
the transition to net-zero
increase in price.
Operations: Challenges
in continuing operations
or reduction in product
offerings if materials
become too costly.
The Group has established
relationships with several
raw material suppliers to
ensure competition across
its supplier base.
Our move to increase
our use of recyclate also
mitigates against raw
material volatility.
NZE (1.5°C) Early Action –
A carbon price is introduced
(see Impact of Carbon Taxes),
increasing the cost of
carbon-intensive materials.
Advanced economies
increase their demand
for low carbon materials
to achieve net-zero.
Under each of these scenarios, the
demand for low carbon materials is
likely to increase as the introduction
of a carbon price shifts consumer
preferences towards low-carbon
products and services. Overall, the
resulting financial impacts could
potentially be significant under NZE
in the medium to long term:
– Demand-side inflationary pressure
on the price of these materials as
supply adjusts to market demand.
This may increase our procurement
costs, thereby impacting our
profit margin.
– In some cases our ability to procure
low-carbon materials may be
affected which could impact
fulfilment of customer contracts
and revenues generated.
During 2023 this risk was reviewed in
accordance with the risk management
framework as outlined earlier in this
report, and there was no change in
its assessment.
Time Horizon
Short – medium
Metrics
Non-financial KPI, Recycling Margin
over direct materials
Targets
2025 target of 62% of tonnage
from recycled plastics
Achievement of the Group’s operating
margin targets
APS (<2°C) Late Action –
Similar to NZE, the introduction
of a carbon tax is delayed
with a lower carbon price.
Demand for low carbon
materials is expected to
increase overall, but at
a lower rate than NZE.
STEPS (>3°C) Business
as Usual– A carbon tax is
introduced for EU-based
suppliers for highly emitting
manufacturing activities.
Demand for low carbon
materials is expected to
increase at the lowest rate.
Task Force on Climate-Related Financial Disclosures
continued
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Risk
Risk
type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/
metrics/targets
Short
(< 5 years)
Medium
(2030)
Long
(2050)
Supply chain disruption
Potential financial impact
of disruption to supply
of raw materials and
products due to increased
incidence and severity of
extreme weather events.
Physical
Acute/
Chronic
Financial: Increased
price of raw materials,
particularly polymers,
resulting in reduced
profit margins.
Supply Chain: Disruption
in supply of raw materials
could reduce stock
availability and cause
delays in fulfilling
customers’ orders.
The Group monitors
and reviews its supply
chain and does not rely
on one single supplier
or geographic region
for critical materials.
SSP1-2.6 (<2°C) The frequency
and size of physical risks is
likely to increase, especially
for extreme heat events.
Surface water flooding risks
remain consistent through
the 2030-2050 time period.
Based on quantitative financial
modelling using industry standard
climate models and based on location
of suppliers manufacturing sites.
Increased severity of climate-driven
weather events leads to increased
supplier disruption. Of the physical risks
assessed surface water flooding was
the largest type in the medium and
long term.
The analysis revealed a geographical
split of risks within the current supply
chain with surface water flooding being
a greater risk for UK suppliers compared
to extreme heat, whereas extreme heat
is a greater risk than surface water
flooding for non-UK suppliers.
Time Horizon
Medium – long
Metrics
Non-financial KPI, Recycling
(use of recyclate reduces exposure
to internationally sourced virgin
raw materials)
Targets
2025 target of 62% of tonnage from
recycled plastics
2027 13% reduction in scope 3: category 1
(purchased goods and services)
emissions from 2021 base year
83% of suppliers by emissions covering
purchased goods and services will have
science-based targets by 2027
SSP3-7.0 (2-3°C) Similar to
trends observed in SSP1-2.6,
with increased frequency
and size of extreme
weather events.
SSP5-8.5 (>3°C) Compared
to SSP1-2.6 (in 2050),
a marked increase in
frequency and severity
of extreme weather
events is projected.
Opportunity
Opportunity
type
TCFD
category
Potential impact
Actions to capitalise
Scenario analysis and results
Time horizon/
metrics/targets
Short
(< 5 years)
Medium
(2030)
Long
(2050)
Low emission products and services
The potential revenue
generated from
further developing
low emissions products
and services.
Transition
Product
& Services
Financial: Overall revenue
growth from increased
sales of low emission
products and services.
Access to new sources
of finance.
Operations: Reduced
exposure to increasing
carbon taxes due to
reduced carbon intensity
of products.
Decrease in scope 3
GHG emissions.
A key pillar in the Group
strategy is to provide
low-carbon products to
the market. Business Units
are currently innovating
techniques to further
reduce the carbon content
of our products as well as
operating efficiencies.
The Group will continue
the plan to produce
Environmental Product
Declarations for its
products to assist
customers in making
informed decisions.
Our drive to increase
our Vitality Index is also
based around increasing
our revenues from
low-carbon products.
NZE (1.5°C) Early Action – Early
implementation of climate
policy (see Carbon Taxes)
and consistent signalling to
the market by policy-makers
is expected to increase market
demand for low emissions
products and services.
The scenarios examined varying levels
of regulatory pressure and the impact
on market demand for low emissions
products, which could translate into
financial opportunity for the Group:
– In NZE and APS scenarios, an overall
increase in revenue could be realised
due to increased sales of low
emissions products as demand
increases. Realisation of these
opportunities could support our
strategic ambition for 25% of revenue
to come from sales of new products
by 2025.
– Utilising low-carbon materials
could also reduce our exposure
to carbon taxes.
During 2023 this risk was reviewed in
accordance with the risk management
framework as outlined earlier in this
report, and there was no change in
its assessment.
Time Horizon
Medium
Metrics
Revenues from low carbon products
Non-financial KPI, Vitality Index
Non-financial KPI, Recycling
Measuring the carbon content
of ranges as per Environmental
Product Declarations
Targets
2025 target of 25% of sales from
products launched within preceding
five years
2025 target of 62% of tonnage
from recycled plastics
2027 13% reduction in scope 3: category 1
(purchased goods and services)
emissions from 2021 base year
83% of suppliers by emissions covering
purchased goods and services will
have science-based targets by 2027
APS (<2°C) Late Action –
Similar to NZE, however, later
implementation of climate policy
and less consistent signalling to
the market by policy-makers
(i.e. via more severe and more
ambitious measures, with shorter
lead times) is expected. This may
result in delayed market demand
for low emissions products
compared to NZE.
STEPS (>3°C) Business as Usual –
Policy and market pressure
limited due to lack of policy
ambition compared to NZE
and APS. Minimal external
forces driving innovation of low
emissions products and services.
Task Force on Climate-Related Financial Disclosures
continued
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Genuit Group plc
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Remuneration
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Strategic Report
Opportunity
Opportunity
type
TCFD
category
Potential impact
Actions to capitalise
Scenario analysis and results
Time horizon/
metrics/targets
Short
(< 5 years)
Medium
(2030)
Long
(2050)
Increased demand for flood mitigation technology
The potential revenue
generated from further
developing the Groups water
management solutions.
Transition
Market
Financial: Increased
revenue due to demand
for reliable drainage
systems and growing
Sustainable Drainage
Solutions (SuDS)
requirements in new
major developments.
Operations: Positive
reputational impact
through being a part
of a key climate
adaptation strategy.
The Group continues to
develop water management
solutions and pursue
opportunities to expand
the portfolio.
The Group recognises the
demand for a full solution
and is working with
customers and partners
to provide comprehensive
technology-based solutions.
SSP1-2.6 (<2°C) Heavy
precipitation and flood
events are likely to increase
in frequency and severity,
however to a lower extent
than the other higher
emissions scenarios.
The potential size of the opportunity
increases from SSP1-2.6 (<2°C)
to SSP5-8.5 (>3°C). The financial
opportunity may be greatest under
scenario SSP5-8.5 in the medium
to long term as the market for flood
mitigation technology expands in
line with the increased frequency of,
severity of and exposure of new areas
to flooding events.
– There is potential for significant
increases in revenue as demand for
resilient drainage systems increases
under higher emissions scenarios
across all time horizons.
During 2023 this risk was reviewed
in accordance with the risk
management framework as outlined
earlier in this report, and there was
no change in its assessment.
Time Horizon
Short
Metrics
Measured via revenue from
qualifying product ranges
Targets
This is not disclosed due
to commercial sensitivity
SSP2-4.5 (2-3°C) Similar to
trends observed in SSP1-2.6,
with increased frequency and
size of extreme weather events.
SSP5-8.5 (>3°C) Compared
to SSP1-2.6, a marked increase
in frequency and severity of
extreme weather events is
projected. Heavy precipitation
and drought events are likely
to double in frequency versus
SSP1-2.6.
Upstream supplier engagement
Increased collaboration with
suppliers to optimise the use
of lower emissions materials
and products could reduce
overall emissions and
support the Group to achieve
net-zero.
Transition
Technology
and Market
Financial: Protection
from future pass through
decarbonisation costs
and increases to
carbon pricing.
Supply chain: Greater
collaboration on
decarbonisation and
enhancements to circular
economy thinking by
greater use of recycled
raw materials.
The Group continues
to increase the use of
recycled raw materials.
The Group works with the
supply chain to ensure that
83% of suppliers by emissions
have a science-based
climate target by 2027.
NZE (1.5°C) Early Action –
Material reduction in
free allocation of carbon
allowances under EU and UK
Emission Trading Scheme’s
driving 1) increased site
exposure to carbon pricing (in
the absence of free allocation)
and 2) increases in carbon
costs per carbon credit.
Supplier exposure to carbon pricing
and the level of carbon costs were
examined and using a quantitative
scenario analysis model. Assumptions
were modelled around the future
reduction of free allocation, but 2035
was assumed to be a common end
point. The analysis showed cost
avoidance was possible and beneficial
especially under NZE and APS scenario.
The analysis revealed the potential
cost avoidance by maximising
recycled content of the polymer
products and engaging with
the supply chain to ensure
decarbonisation of virgin material
supplies are implemented.
Time Horizon
Short/Medium/Long
Metrics
2027 SBTi and related carbon
in the supply chain targets
Targets
2025 target of 62% of tonnage
from recycled plastics
2025 66% reduction of CO
2
e
emissions intensity (scopes 1
& 2) from 2019 base year
2027 30% reduction in scopes 1
& 2 emissions from 2021
base year
2027 13% reduction in scope 3:
category 1 (purchased goods
and services) emissions from
2021 base year
83% of suppliers by emissions
covering purchased goods
and services will have
science-based targets by 2027
APS (<2°C) Late Action –
Similar to NZE with a lower
carbon price and later
reduction in free allocation.
STEPS (>3°C) BAU – Similar
to APS with a lower carbon
price and later reduction
in free allocation.
Task Force on Climate-Related Financial Disclosures
continued
39
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Metrics and Targets
Following the implementation of our sustainability
framework in 2020, the Group identified relevant
metrics and targets to monitor progress towards
achieving its sustainable goals.
These metrics and targets form part of our
strategic operations and inform decision-making.
These have been mapped against our identified
climate-related risks and opportunities, as detailed
in the table on pages 36 to 39. This enables the risks
and opportunities to be adequately monitored and
mitigated as required. Additional metrics, such as
revenue from qualifying product ranges, margin
over direct materials and a specific proportion
of sites seemed as at flood risk have also been
included where relevant, to enable effective
and targeted monitoring on an annual basis.
Task Force on Climate-Related Financial Disclosures
continued
A core element of our transition plan is our commitment to
being net-zero by 2050 which is based upon the 1.5 degree
Business Ambition, and set near-term science-based targets
with the Science-Based Target initiative (SBTi) for 2027, as well as
continuing our existing and complementary 2025 targets which
have been disclosed publicly and form part of management’s
incentive programmes. Our 2027 SBTi targets are our first interim
targets on our Pathway to Net-Zero and achieving a 90%
reduction by 2050.
In addition we’ve set targets to reduce, in absolute terms
our scope 3 emissions relating to purchased raw materials
and have a target for our supplies of raw materials to adopt
science-based climate targets. Progress towards achieving
the targets forms part of the ongoing monitoring and metrics
identified, for more information on our progress see page 23.
Further information on our Pathway to Net-Zero transition plan
can be found on page 29.
Details of scopes 1, 2 & 3 emissions are included in the
sustainability section, included on page 28 within the Strategic
Report. Our non-financial KPIs in respect of recycling and
greenhouse gas emissions for the 2023 financial year, including
progress during 2022 and 2023 are detailed on pages 16 and 17
of the Strategic Report. Progress towards achieving our 2025
and 2027 climate-change targets is included on page 23 of
the Strategic Report, and historical data for these targets can
be found in the Strategic Report of our 2022 Annual Report
and Accounts.
40
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Genuit
Business System
The Genuit Business System is the
way that we achieve best practice
in a series of common processes
across the Group.
Although our business model is in principle
decentralised, particularly in customer-facing
activities, we recognise that we can benefit
from our scale, harness the capability of
our c.3,200 colleagues and realise synergies
through the deployment of common
processes to address business-wide
challenges and opportunities. The Genuit
Business System (GBS) provides the vehicle
and structure for us to do this. GBS is based
around lean thinking and techniques, and whilst
we are training our people in a wide variety of
techniques, the application of these is done in
a way where the businesses deploy the ones
which address their own particular challenges.
In 2023 we ran Lean Lighthouse projects at
three key sites: Adey, Polypipe Building Products
Broomhouse Lane plant, and Polypipe Civils
& Green Urbanisation Horncastle plant.
The latter was only commenced toward the
end of the year and will run into 2024. Whilst
these programmes are initially externally
facilitated, the ownership switches to our
colleagues as they become more familiar
with the tools and methodologies, so that
improvements continue to be made, and
embedded long after the Lighthouse Project
concludes. During the first half of 2024, as well
as these site-based activities, all of the Group
Leadership Team of c.70 colleagues will also
go through the training programme.
Given our historical evolution through
acquisitions, and our light touch approach
to integration, GBS is now realising synergies
that have been hitherto unachieved. It also
means we have developed a playbook so
that we can more quickly realise synergies
from future M&A activity which improves
both affordability and returns.
Strategy
41
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Scan to see
more about
the deployment
of the Genuit
Business System
at Adey
Genuit Business System continued
Case Study
Adey Lean Lighthouse
Transformation
Adey’s site at Stonehouse in Gloucestershire
was the first Genuit location to benefit from
the Lean Lighthouse deployment, starting at
the end of 2022. The programme was
externally facilitated through an initial 18-week
period, with colleagues becoming increasingly
self-sufficient in the various tools and
techniques such that the activities are now
ongoing, led by an internally promoted
Operational Excellence Manager. The lean
toolkit has included Value Stream Mapping,
Plan for Every Part, running Kaizen workshops,
and running daily management sessions.
Nearly 40% of colleagues have been involved
in one or more workshops. The improvements
in processes, efficiencies and the removal
of waste activity has yielded considerable
benefits. The Sales, Inventory and Operations
Planning (SIOP) process improvements have
made significant savings in freight costs,
as the business has relied less on expediting.
The footprint taken up within production cells
has reduced by 49%, which has been a key
enabler for the integration of the Surestop
activities onto the existing Adey site without
any reduction in capacity. The engagement
of our colleagues has been excellent, with
almost a hundred improvement opportunities
identified and implemented: with their energy
and problem-solving skills, this will continue
to yield benefits into the future.
42
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People
and Culture
During 2022, we laid the foundations for our
HR strategy and throughout 2023 built on
these foundations, placing focus across:
talent development, diversity and inclusion,
improving policies to make them more
engaging, improving processes and adding
further value through the deployment of
improved HR systems.
A focus on leadership, closer
collaboration and development
opportunities for all employees
Talent management and development
remains a priority across the Group, building
on the Group-wide talent identification and
succession planning programme we rolled
out in 2022, as highlighted in our 2022 Annual
Report and Accounts. We have continued to
review, refine and improve our approach to
formal talent reviews to ensure we recognise
talent, focus on the right development areas,
and mitigate succession planning risks.
We have strengthened our Leadership Team
through recruitment, internal promotions and
through bringing in specialisms such as a
Sustainability Director. During 2023, the Genuit
Leadership Programme was developed for our
Genuit Leadership Team, which is focused on
strengthening core leadership capabilities to
equip our leaders to inspire their teams and
deliver on our Sustainable Solutions for Growth
strategy. Our first cohort embarked on the
programme at the end of 2023 in anticipation
of formal launch in 2024, and further cohorts
throughout 2024–2026.
Strategy
Our people bring our strategy and purpose
to life. We aim to deliver our growth ambitions
through consistently driving the right
behaviours and creating an environment
that promotes positivity, wellbeing and
high levels of employee engagement.
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We listened:
As part of International Women’s Day,
we encouraged listening sessions across
the Group, to understand the barriers
still facing women in our business.
We acted:
As a result of employee feedback
during these sessions, our Group Maternity
& Paternity Policies were reviewed
and enhanced to better support
working parents.
Working towards a more inclusive environment
Our Diversity and Inclusion (D&I) ambition:
“We believe a diverse team
of talented people, who truly
feel they belong, will enable us
to deliver our strategic goals.
We will create an environment
which is engaging and where
everyone is comfortable to
bring their whole self to work.”
Helen Isherwood,
Managing Director – Adey
“In 2023 I was promoted internally from Innovation
Director to Managing Director at Adey. It has been a steep
learning curve but the transition has been made easier
by the support around me, including the backing from
the Genuit Group Executive Management Team.
The investment into Adey and other Group businesses
in adopting the Genuit Business System and Lean
methodologies has created opportunities for colleagues
to learn new tools. In just a year we are seeing
significant benefits.
As we create further synergies across the Group through
the Sustainable Solutions for Growth strategy, all
operating in the same way and working towards shared
objectives, it is bringing leaders across the Group
together.
The establishment of the Genuit Leadership Team has
been invaluable, enabling us to connect and network,
and has built trust amongst leaders during these periods
of change and transformation. It is also pleasing to see
the investment being made into the Genuit Leadership
Programme to develop this further.
We are creating an environment where people feel they
can learn, and there is the opportunity for people to
develop and grow, not just within Adey, but right across
the Group. We have a wealth of talent across Genuit,
and by working more closely together across businesses
we are creating new opportunities to share knowledge,
experience, and ideas.”
We launched our D&I ambition and strategy during National
Inclusion Week in 2022, focused on four pillars: Leadership,
Education, Policy & Process, and Communication. We have
continued to bring this to life for our people throughout 2023.
Our D&I strategy in action during 2023:
March
We turned Genuit ‘purple’ to celebrate
International Women’s Day and agreed actions
required to improve inclusion, including a
review of our Maternity & Paternity Policies
June
Introduced all-employee training on LGBTQ+
July
By July, all members of our Genuit Leadership
Team had completed the ‘Inclusive Leaders’
workshop
August
‘Inclusive Leaders’ workshop rolled out
to next level of management
September
Rolled out our D&I Policy and D&I
awareness training
November
Celebrated Movember; leaders held ‘Moments’
to discuss men’s health and many took part
to raise funds for Movember causes
December
Became a Strategic Partner in the Construction
Inclusion Coalition (CIC), which aims to drive
inclusion across the sector
Approval of enhanced Maternity
& Paternity Policies
People and Culture continued
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Creating an environment that promotes
positivity, wellbeing and engagement
We celebrate the individual identities of our businesses and
brands across the Group. While recognising the value that
each brings, we also aim to develop a shared culture.
During 2023, we set out on our culture programme to define our
purpose and Trademark Behaviours, with the aim of developing
a culture which enables the Group to deliver its strategy. We
established a dedicated culture team which began by defining
our new purpose: ‘Together, we create sustainable living.’
“What are we doing when we are at our best?”
We then set out to create our Trademark Behaviours (TMBs),
and started this process by identifying the behaviours we
demonstrate when we are successful. These are the ways of
working that enable us to live our purpose and achieve our
strategic objectives. In 2024, we will roll out the culture programme
to all employees, centred around our TMBs, that have been curated
by our people. Read more about the work of our culture team
during the year on page 84 of the Corporate Governance Report.
We work
together
We take
ownership
We find a
better way
by understanding
and respecting our
unique differences
always acting with
health, safety and
wellbeing in mind
through using
our voice and
actively listening
through
collaborating
and supporting
to achieve more
by striving for
excellence in
what we do
by positively
challenging the
way we do things
by recognising
the efforts and
contributions
of others
through our
commitment
to doing the
right thing
by seeking the right
solution to meet
our purpose
Our Diversity and Inclusion Policy
In 2023, the Board approved a dedicated D&I Policy. Our D&I
Policy provides information on our commitment to an inclusive,
equal and fair working environment. The policy was formally
rolled out across the Group in September 2023 along with
dedicated training to all employees. As outlined in the
Nomination Committee Report on page 98, three out of seven
Board members (including the Senior Independent Director),
and 11 out of 22 senior leadership positions, are held by women.
Gender split across workforce:
Female
819
Male
2,342
3,161 total
(As at 31 December 2023)
People and Culture continued
“As at December 2023, 73% of
employees had completed
our D&I Policy training.”
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People and Culture continued
Employee communication and engagement
We continue to focus on improving communication across
the Group and introducing new channels to broaden our reach.
This includes monthly calls with our Genuit Leadership Team,
all-employee briefing sessions for key dates such as results
publication, and regular communication packs to support
with localised communications.
We launched Workplace by Meta as a new Group-wide internal
communications channel in January 2023. Workplace is used
both to cascade news and foster better collaboration with
cross-functional groups and a Knowledge Library for
document sharing.
As part of our Corporate Governance Code responsibilities,
we run a programme of Board Engagement sessions. In 2023,
Louise Brooke-Smith, the designated Non-Executive Director
responsible for employee engagement, held a further 10 sessions.
By the end of 2024 we will have completed a full cycle of
sessions reaching all businesses.
Throughout 2024, we will continue to educate employees on
the purpose of this programme and feedback on actions taken
at Board-level as a result of their feedback.
We will also roll out a Group-wide engagement survey,
using Peakon via our Workday platform, which will give another
measure of engagement and enable us to introduce tangible
action plans with employee voices at the core. Read more
about the employee engagement programme on page 86
of the Corporate Governance Report.
Delivering an improved and consistent
employee experience
In 2023, we implemented a new HR system, Workday, to create
efficiencies and drive governance and compliance. Workday
is now our single source of truth for people data across the
Group and gives access to real-time reporting to inform
decision-making. The system has also enabled us to implement
one process for recruitment and talent management to
enhance the candidate experience.
Part of our Workday system launch included a request for
current employees and applicants to provide diversity data.
This covers areas such as gender identification and social
mobility. By gathering this data, we can gain a deeper
understanding of our people, and focus investment and
resources on things that matter most to our employees
and will make a difference in removing barriers to achieving
our D&I ambition.
Throughout 2024, we will roll out additional Workday modules,
including a new Learning Management System (LMS),
Talent, Performance Management and Payroll functionality,
consolidating multiple payroll systems into one and improving
controls and compliance.
Communications Case Study
Joe’s Vlogs
Joe Vorih, CEO, has regularly shared video updates
directly with employees via Workplace. These short videos
cover a variety of topics, including diversity & inclusion,
strategy and sustainability and incorporate site visits
and interviews with people across the business.
The reaction to Joe’s Vlogs has been encouraging,
and 60% of Workplace users have engaged with at least
one of Joe’s videos. The sentiment of engagement is
overwhelmingly positive.
In 2024, we will build on this, alongside broader
communications initiatives and through leveraging
Workplace data, to deliver meaningful updates for
employees and create conversation in areas that
they are most interested in.
46
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Health, Safety, Environment and Wellbeing
Genuit Group remains committed
to improving the quality and safety
of the working environment for all
our colleagues, wherever they work
and in whatever role.
The Group considers the health, safety, environment and
wellbeing of its employees an integral part of its business
activities, and one of the most important aspects of our
business performance. Compliance with legal requirements
is the minimum acceptable standard, and we are committed
to progressive improvement towards best practice in health,
safety, wellbeing and environmental management.
‘Genuit Blue’ audit system
The Group’s businesses operate to various externally
accredited ISO standards (ISO 9001, 14001, 45001, 50001). These
external audits along with our own internal first-party auditing
give us valuable feedback, enabling us to strive for continuous
improvement. In the final quarter of 2023, development began
on a Group-wide internal HSE auditing system (the Genuit Blue
audit), which was launched in early 2024. This will provide more
feedback on what is working well and what further improvement
opportunities we have, in addition to being a mechanism
for identifying and sharing good practice across the Group.
The Genuit Blue audit will focus on 20 key areas such as
Leadership and Accountability, Regulatory Compliance, Hazard
Identification, Risk Management, Training, Machine Guarding,
Management of Contractors. These audits will be conducted
annually and on a ‘second-party’ basis, i.e. sites will be audited
by trained HSE colleagues from another Business Unit/site.
This second-party auditing will also promote better sharing
and learning across the Group.
Life Saving Rules
The roll out and training of the ‘Life Saving Rules’ within our
Sustainable Building Solutions Business Unit was concluded
in 2023. These five rules are focused around five higher-risk
activities: driving vehicles, working at height, working in confined
spaces, working with machinery and the control of hazardous
energy (lock-out-tag-out (LOTO)). They are aimed at reminding
those involved with these activities of the right, safe behaviours.
Improved reporting process – ‘Sharing & Learning’
The reporting of incidents and accidents saw a fresh focus in
2023 with improvements to our reporting processes. This gives
better visibility of incidents occurring across the Group, as well
as improved sharing of lessons learned. These new processes
require sites to publish a short ‘Sharing & Learning’ document
for each incident, which provides details of the incident, root
causes and actions taken to prevent reoccurrence. Before these
documents are published there is a peer review, which has
resulted in improved root cause analysis and as a result, more
effective corrective and preventative actions. These documents
are shared across the Group to enable site leaders to hold
‘toolbox talks’ with employees about whether their site has
the same hazards and what can be done to prevent a
similar incident.
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Compliance
Hazard ID
and Risk
Management
Competence
and Training
Health and
Wellbeing
Culture and
Behaviour
ZERO
HARM
We make it possible
Focus on:
Occupational Health & Wellbeing
Occupational Health (OH) remains a key focus area
for the Group. The OH team provide mandatory annual
health checks, health surveillance and screening for
colleagues across the Group who are in safety critical
roles . The OH team also ensure new employees are fit
and healthy to undertake the roles they are assigned to,
identifying any modifications required, and also work
closely with management and HR to provide support and
advice for attendance issues, workplace modifications
and rehabilitation. A review of the OH structure was
conducted in the latter part of 2023 which has led to the
Group pursuing a more regional model, which aims to
ensure all employees, regardless of location, have easy
access to occupational health support, physiotherapy
and counselling when needed. This will also improve the
OH team efficiency, and will evolve in early 2024.
Health, Safety, Environment and Wellbeing continued
Key Performance Indicators
Frequency per 100,000 hours worked
2020
2021
2022
2023
Minor accidents
3.30
4.45
4.34
4.02
Lost time accidents
0.97
0.61
0.68
0.69
HSE reportable accidents*
0.48
0.43
0.25
0.42
Fatalities
0
0
0
0
*
HSE reportable accidents based on specified injuries and the current 7-day absence from work requirement in the UK, and although there is no direct equivalent in Mainland
Europe or the Middle East, the same definition is applied.
Making Zero Harm possible
Genuit’s HSE mission is to make it possible
for every person in the business to carry out
their role with Zero Harm.
In Q4 2023, the Group developed a 3-year
HSE Strategy built around five core elements of
Compliance, Hazard ID and Risk Management,
Competence and Training, Health and
Wellbeing, and Culture & Behaviour to support
in achieving this mission. Our HSE Strategy also
has our Trademark Behaviours at its core:
– We work together – looking out for our own
safety and the safety of our colleagues.
– We take ownership – always acting with
health and safety in mind.
– We find a better way – positively challenging
when we see things not being done safely.
As part of rolling out the new strategy, the
Group will make changes to our main HSE Key
Performance Indicators (KPIs). We will move to
‘Recordable Frequency Rate’ as the key logging
KPI, to give a broader view of where more
serious accidents occur, moving away from
just focusing on accidents that result in lost
time. Additional leading and lagging KPIs
will feature in our measurement of HSE
Performance in 2024 and beyond.
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Customers
Engaging with our customers is key to Genuit’s
success. Our businesses have excellent
customer relationships, with levels of technical
expertise that are respected across our sector.
Our customers are the spectrum of people
who interact with our solutions, whether or not
they are involved in direct transactions with us.
This includes specifiers, consultants, merchants,
contractors, end users and building owners.
We address the needs of all of these groups
and ensure that our sales structures, marketing
programmes and R&D teams are actively
assessing and addressing the needs of each.
Each of our Business Unit MDs lead by example,
regularly engaging with customers.
Shareholders
We view transparency and regular engagement
with investors as a key responsibility of a listed
business. We engage via formal mechanisms
such as our results presentations, capital
markets events, our website, social media and
Annual Report and Accounts. We also conduct
briefings and Q&A sessions via roadshow events,
participation in various investor events and
conferences. We believe that people invest in
what they understand and we invite investors to
our sites so they are able to see our operations
first hand. Whilst our CEO and CFO lead our
investor relations, we also welcome investor
interaction with other members of our
senior teams, as the strength of our
leaders is a key driver of our success.
Employees
People and culture is a core theme of our
Sustainable Solutions for Growth strategy.
We recognise that we can only achieve
our strategic aims with the right culture and an
engaged and motivated team. Our businesses
operate interactive briefing cascades, and we
have invested in engagement tools such as
Workplace by Meta. Workday, our HR platform
has the Peakon engagement module, which
will allow us to track employee engagement
on a regular basis, and we have a designated
Employee Engagement Non-Executive Director.
We are committed to The 5% Club and we see
this as a key enabler of engagement.
Together, we create
sustainable living
Effective engagement with our stakeholders
is crucial for building strong, effective and
mutually beneficial relationships for the
long term. Our purpose, ‘Together, we create
sustainable living,’ recognises the value
that diverse perspectives bring, and
the importance of collaboration.
By fostering a culture of collaboration,
direct engagement, mutual respect and
transparency, we effectively work together
with our stakeholders to achieve this
purpose. This engagement enhances
our ability to meet our strategic objectives
whilst building a more inclusive,
sustainable and resilient business.
Suppliers
We understand the role that successful
supplier partnerships play in our performance.
We have invested further in our Group
procurement function to ensure that we have
strategic relationships with our largest suppliers
and that they understand our strategy and
how they can add value to it. We recognise our
responsibilities around issues such as prompt
payment, and believe that a partnership
approach is the best way to long-term success.
Many of our suppliers bring key technical
capability, and so we ensure engagement
across our R&D and technical colleagues
in addition to our procurement functions.
Communities and
the environment
Many of our businesses are significant
employers in their local communities, and
our connections with the communities in
which we operate are hugely important to us.
Our community engagement activities cover
a spectrum of activities, from being active in
local Chambers of Commerce, through to
connections with many local schools, including
our ‘Wash and Squash’ circular economy
initiative. Our employees are encouraged
to engage with their communities and
participate in local fundraising activities,
alongside sponsoring vocational training
programmes in local colleges.
Engaging with our stakeholders
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Financial Statements
Remuneration
Governance
Strategic Report
Engaging with
our employees
Key topics
– Communication of strategic vision for the Group
and continuous improvement of communications.
– Health and wellbeing of employees and ensuring
diversity & inclusion (D&I) and equitable opportunities.
– Group-wide recruitment practices and an
enhanced approach to talent review to recognise
and reward employees.
– Creation of cross-Group Genuit Leadership Team
(GLT) to enable further and more comprehensive
interaction between colleagues and ensure
messaging is cascaded in a consistent way.
– Development of Genuit Leadership Programme
to further develop leaders across the GLT.
– Attracting of new talent and retention of employees.
– Harmonisation of pay framework across hourly
paid roles and launch of Workday HRIS system.
How we engage
– Regular targeted communication within businesses
and across the Group via various means including
town halls, posters, Teams sessions, emails,
Workplace posts and workshops, including employee
engagement sessions.
– Monthly health and wellbeing-related promotions.
– Sharing of lessons learned with other business
leaders, including root cause analysis and
preventative action.
– Gathering direct input into the design of the Genuit
Leadership Programme via surveys and interviews.
– D&I working group meetings to support deployment
of D&I strategy.
– Employee Peakon survey.
– Establishment of GLT annual conference and
monthly update and engagement calls.
Challenges
– Recruitment and retention of skilled workers
and talent.
– Access to digital services for all employees and the
challenges of communicating and sharing learning
and messaging with non-PC user colleagues.
Outcome
– Increased visibility and access to consolidated
data via Workday.
– Retention of talent.
– Improvements to D&I policies following employee
engagement sessions, such as the enhanced
Maternity and Paternity Pay Policies launched in
January 2024.
– Maintained Investor in People Silver
Membership status.
– Increased awareness of Group and pride in
being part of an organisation which upholds
high standards of ethics.
Value
– Development of talented leaders focused on driving
the Group forward through the deployment of the
Sustainable Solutions for Growth strategy.
– Engaged, high-performing and committed workforce.
– A consistent and collaborative culture, supported
by the Trademark Behaviours.
– Resilient and supported workforce.
Site visits
During the year, we hosted site visits at two of
our CMS sites (Adey and Nuaire) for analysts,
led by our CFO and key members of the local
team. We showcased the implementation
of the Genuit Business System, including
demonstrating examples of visual
daily management and continuous
improvement approaches.
Remuneration Policy 2024
Our Remuneration Policy is designed to
deliver balanced outcomes for our key
stakeholders. We consulted with our top
shareholders on proposed changes to the
Remuneration Policy, providing details of
the proposed amendments and offering
meetings with the Committee Chair.
Feedback received from shareholders
was positive and constructive, and
the updated policy will be put to
shareholders at our 2024 AGM.
Engaging with our stakeholders continued
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Financial Statements
Remuneration
Governance
Strategic Report
Engaging with
our customers
Key topics
– Availability of products due to peak demand.
– Pricing and terms in project and contract work
to reflect inflationary and external pressures.
– Awareness and understanding of new legislation,
such as Biodiversity Net Gain (BNG) or BNG reporting
targets for housing products projects from
2024 onwards.
– Ability to supply and provide a source of credit.
– Innovative solutions to meet changing demands.
– Growing focus on sustainability.
How we engage
– Face-to-face meetings to negotiate support
mechanisms and discuss pricing pressures.
– Industry boards, for example Constructing Excellence
and the Construction Products Association.
– Representation on a range of subgroups such as
UK Green Building Council, Institute of Engineering
Technology and CIBSE, and The Future Homes Hub.
– Establishing strong and long-standing relationships
and encouraging open discussions.
– Supporting and mitigating planning constraints
where possible to address biodiversity and
strategic conservation initiatives.
Challenges
– Managing all customer requirements
and balancing supply and demand.
– Delivering products overseas, in particular
the Middle East.
– Understanding how the various standards,
codes and planning requirements are applied
and the opportunities available.
– Contractors and third parties experiencing
financial difficulties as a result of
external pressures.
Outcome
– Minimising bad debt loss from third parties.
– Prevention of large-scale migration of customers.
– Streamlined shipping and transportation resulting
in a reduction in costs and increase in quality.
– Investments in machinery and technology.
– Identification of Genuit Group products which
assist with the challenges of obtaining BREEAM
credits such as reductions in water, carbon
and transportation.
– Engagement in proof of concept projects
and being awarded a number of initial trials.
Value
– Improve technical knowledge of teams and
create better specifications for customers.
– Marginal market share gain.
– Positive cash flow within businesses,
minimised losses and ongoing supply.
– Improved customer satisfaction and loyalty.
– Faster deliveries and increased volume with
a lower transfer price in new markets.
Engaging with
our shareholders
Key topics
– Longer-term financial returns with demonstrable
sustainability at the core.
– Ability to deliver above-market organic growth
alongside an effective M&A strategy.
– Understanding of the Group’s strategy and the
progress being made against it.
– Confidence in senior leadership team and their
ability to effectively execute and deploy the strategy.
– Resilient performance in the face of external
market pressures.
– Limited exposure to commoditisation and downward
price pressure.
– Effective risk management.
– Robust governance structure to provide
confidence in the leadership of the Board.
How we engage
– Investor meetings offered annually by our Chair
to our top shareholders.
– Direct engagement with our Remuneration
Committee Chair on remuneration-related matters,
including the updated Remuneration Policy.
– Increased participation in broker and bank-sponsored
events, including lunches, fire-side chats, investor
speed-dating events and other relevant conferences.
– Proactive direct shareholder engagement
via one-to-one meetings and tours of our
manufacturing sites with analysts and investors.
– Roadshows and salesforce briefings after each
results announcement.
– Up-to-date information through publications on our
website and establishment of internal workstreams
to continuously improve external-facing
communication channels.
– Strategy progress updates and Capital Market Events.
Challenges
– Changes in leadership following departure of CFO
and COO during 2023 and requirement to maintain
consistent messaging and confidence in the
Executive Team.
– Demonstrating the effective deployment of
our strategy within the context of external
market pressures.
Outcome
– Continued demand for the Company’s shares
(heightened shareholder returns).
– Support for strategy and its deployment.
– Positive feedback on information shared and
methods of communication which enable
continuous improvement to levels of engagement.
– Attracting new investors, including those based
overseas.
– Confidence of shareholders in the Company’s
governance structure and approach to
remuneration.
Value
– Resilient business supported by its shareholders.
– Strategy Progress Update built on the positive
momentum created via an earnings upgrade
and share price outperformance of sector to date.
– Progressive dividend policy.
Engaging with our stakeholders continued
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Financial Statements
Remuneration
Governance
Strategic Report
Recycled material
supplier optimisation
During the year we reached out to existing
and potential new suppliers to highlight
the importance of high-quality and
consistent supply of recycled material.
We engaged with suppliers to share
internal material specification sheets and
discuss the different testing and trialling
capabilities of each to ensure they can
test for the relevant properties and
provide evidence their material would
comply with our specifications over a
sustained period.
We visited the suppliers’ sites to view their
waste treatment processes and testing
labs to evaluate their processes for
producing high-quality recycled materials
from waste streams. The suppliers also
visited our manufacturing sites to obtain
a greater understanding of our processes.
This built trust, improved communication
channels throughout supply and delivery,
and the increased sharing of knowledge
meant suppliers were able to provide
further advice to optimise our
manufacturing processes.
Engaging with
our suppliers
Key topics
– Decline in volume and softening of commodity
and energy prices, resulting in suppliers being
overstocked and reducing margin to gain volume.
– Ukraine/Russia conflict causing route to trade
issues and affecting fuel, oil, timber and energy
costs and supply.
– Payment terms and the ability to supply.
– Increasing focus on supply continuity and cost
of recycled material.
– Sustainability issues and assurance of ethical
working practices.
How we engage
– Targeted engagement with suppliers across Group
and local businesses. Group procurement teams
focus on agreements with key strategic suppliers,
particularly on recycled materials, and local
procurement teams focus on pricing.
– Face-to-face and virtual meetings, digital
communications for general items and
policy updates, formal tenders for sourcing
and procurement.
– Specific engagement with recycled polymer
suppliers including site visits in the UK, Belgium
and the Netherlands.
– Invite suppliers for tours around the businesses
to invigorate new product development.
– Issuing of Supplier Code of Conduct and
Sustainability Code of Conduct to ensure
clear and consistent messaging.
– Conduct supplier audits where relevant.
Challenges
– External market pressures and fluctuating prices.
– Suppliers attempting to drive lower prices and
shorter payment terms.
– Evolving nature of PVC recycled material
supply chain.
Outcome
– Increase a sustainable portfolio of products
with longer-term surety of supply.
– Savings benefits above target expectations.
– Constant supply, minimal delivery issues and
appropriate material availability.
– Reduction in risk and increased willingness
from suppliers to provide requested stock.
– Consistent quality of recycled material ensuring
efficiencies and progress with sustainability projects.
– Increased awareness of the Company’s core vision
on sustainability and the short and long-term needs
from suppliers.
Value
– Savings benefits and framework to realise
a reduction in supply chain risk.
– Improved process for supplier due diligence.
– Production continuity and customer orders fulfilled.
– Improved assurances of ethical working practices
and compliance.
– Contribution to the maintenance of return on
sales performance despite the current external
market pressures.
Strategy Progress
Update
On 22 November 2023, Joe Vorih,
Chief Executive Officer (CEO), and Tim
Pullen, Chief Financial Officer (CFO), hosted
a Strategy Progress Update in London for
investors and analysts, which was also
broadcast live for those unable to attend
in person. Other key members of the
leadership team were also in attendance.
The update focused on the progress
against our Sustainable Solutions for Growth
strategy, as first communicated at our
Capital Markets Day in November 2022,
and was an opportunity for management
to engage directly with shareholders
and share details of our progress on the
deployment of our strategy, sustainability
ambitions, and the effectiveness of
the streamlined structure of three
Business Units.
The event was well attended and included
a presentation by the CEO and CFO,
followed by a Q&A session, allowing
in-person and virtual attendees to raise
questions and receive direct feedback.
We also offered attendees the opportunity
to interact informally with other members
of the senior management team.
Scan to register
and view our
SPU held in
November 2023
Engaging with our stakeholders continued
52
Genuit Group plc
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Financial Statements
Remuneration
Governance
Strategic Report
Green Construction Board
Biodiversity and Environmental
Net Gain Group
The Green Construction Board identified
biodiversity and environmental net gain as
a key area of focus which needed greater
emphasis within the construction industry,
developing a biodiversity roadmap to
provide a direction of travel for the
industry on how to address the biodiversity
crisis and move towards an environmental
net gain. Genuit’s engagement as a
leader in surface water management,
together with the expertise and data
from our blue-green roofs, supports
and encourages the industry to adopt
a ‘stacking’ approach, combining water
and ecosystems services to obtain BNG
requirements. This provides the Group
with a better understanding of the BNG
planning requirements for new housing
developments, and this early engagement
allows Genuit as a leading manufacturer
to be involved in the early stages of design
and planning and to offer technical insight
and innovative sustainable solutions
as part of the wider challenge of
adaptation to climate change.
Engaging with
our communities
Key topics
– Supporting local education to develop career
aspirations, as well as local charities.
– Social inclusion and sharing of knowledge
and expertise across communities.
– Employment opportunities.
– Sustainability and the impact of climate on the built
environment, notably minimising environmental impact.
– Mental health and wellbeing.
How we engage
– Direct engagement at local trusts.
– Creating opportunities for students to develop
their business knowledge and entrepreneurial skills
including leadership and business modelling.
– Environmental tidy days across local sites.
– Encouraging applications for vacancies and
promoting manufacturing companies as a great
career opportunity across many occupations.
– Collaborating with local colleges to include
neuro-diverse students as interns within the business.
– Charity and sponsorship for local schools,
community groups, and sports teams.
– Educational initiatives and support in heating,
engineering and reduction of carbon emissions.
– Attending social inclusion events to reinforce
and support community understanding of the
importance of inclusion.
Challenges
– Ensuring we dedicate time and resource meaningfully.
– Anticipated changes in industry regulations
or advancements in technology, requiring
the development of new training programmes.
– Reduction in opportunities due to market conditions.
Outcome
– Long-standing relationships with education sectors
and charities across local communities.
– Improving the ability, opportunity and dignity of those
disadvantaged within our local communities on the
basis of their identity.
– A pipeline of work-ready students with engineering
and digital specialisms.
– Cleaner and friendlier areas for the local communities.
– Full-time employment opportunities for interns.
– Increasing awareness of climate resilience and
adaptation across the built environment.
Value
– Development of financial and practical skills
to increase opportunities for those from low
socio-economic backgrounds.
– Commitment to the delivery of effective
education to disadvantaged student populations.
– Reducing the impact of our activities on
the environment.
– Local business, Genuit brand awareness
and development of reputation.
– Nurturing the next generation of engineering talent.
– Becoming an employer of choice in
local communities.
The Housing Forum
Futures Network
The Housing Forum is a cross-sector
membership network of organisations,
from the public and private sectors,
driving quality and supply in UK housing.
The Housing Forum has a Futures Network,
which consists of a cohort of next
generation professionals involved with the
built environment. Each cohort of mentees
has an individual mentor from The Housing
Forum board to assist them during the
project. One of our colleagues is Chair
of the Futures Network and another
colleague acts as a mentor. This insight
allows for better understanding of the
value of collaboration, how the different
organisations function in the construction
industry and provides support to
individuals in the early stage of their
development. This provides the Group
with an opportunity to educate the
industry on sustainable products, and
helps the Group better understand the
challenges key stakeholders have in
delivering various forms of sustainable
housing. It also provides a platform for
Genuit to develop and support
sponsored rising talent.
Engaging with our stakeholders continued
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Genuit Group plc
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Financial Statements
Remuneration
Governance
Strategic Report
Suppliers
Creating and maintaining
long-standing, ethical and
reliable relationships.
Shareholders
Creating a competitive advantage
to generate long-term value for
our shareholders.
Employees
Creating an environment which is
diverse, inclusive, and offers a great
place to work.
Customers
Creating quality products with
engineered solutions to enable
a sustainable built environment.
Communities and
the environment
Understanding the impact of our
operations on our local communities
and environments.
Section 172
statement
Our key stakeholders
Our key stakeholders are integral to the
Group’s long-term strategy. The Executive
Management Team is responsible for
ensuring their needs form part of everyday
decision making on behalf of the Board.
Using the feedback from senior
management on these needs, the Board
considers and then makes its strategic
decisions against the backdrop of what
it considers to be in the best interests of
the long-term success of the Company.
The Board recognises that effective
engagement with stakeholders
is critical to achieving long-term
sustainable success, and the needs
of our different stakeholders are
regularly considered by the Board.
This section 172 statement gives
further insight into some of the
decisions taken by the Board where
key stakeholders have influenced
those decisions.
Key
s172 consideration
Page
Key
s172 consideration
Page
Key
s172 consideration
Page
1
The likely consequences of any decision
in the long term
3
The need to foster the Group’s business relationships
with suppliers, customers and others
5
The desirability of the Group to maintain a reputation
for high standards of business conduct
Purpose and business model
– Strategy
Principal risks
Sustainability
18
19
66
22
Business model
Strategy
Non-financial and sustainability statement
Stakeholder engagement
18
19
58
49
– Health, safety, environment and wellbeing
Whistleblowing
Internal controls
Risk management
Non-financial and sustainability statement
47
112
110
102
58
2
The interests of the Group’s employees
4
The impact of the Group’s operations on the community
and the environment
6
The need to act fairly as between members
of the Company
– People and culture
Health, safety, environment and wellbeing
Stakeholder engagement
Employee engagement
43
47
49
86
– Purpose
Greenhouse gas emissions
Sustainability
TCFD
2
26
22
31
Stakeholder engagement
Dividend
Strategy
49
115
19
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Annual Report & Accounts 2023
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Remuneration
Governance
Strategic Report
Key decisions
in 2023
Our governance processes enable the Board
to consider the interests of all stakeholders,
having regard to all the relevant factors to
select the course of action that best leads
to high standards of business conduct and
success of Genuit Group in the long term.
Effective engagement ensures that the
Board is fully aware of any potential issues
or likely impact, allowing it to promote those
initiatives which are expected to have a
positive outcome and minimise those which
may have a negative impact. This allows
for a detailed and thorough discussion at
meetings, enabling a considered, informed
and balanced approach to decision-making.
In performing their duties during 2023, the
Directors have had regard to the matters
set out in s172 of the Companies Act 2006,
as demonstrated within this statement and
elsewhere in the Annual Report and Accounts.
How the Board complied
with its s172 duty
Adequate consideration of key stakeholder
groups in Board decisions has always
been part of Board discussions and the
decision-making process at Genuit.
The Board promotes the success of the
Company for the benefit of its shareholders
as a whole, whilst having regard to other
stakeholders. It uses varying methods of
engagement depending on the stakeholder
to ensure it is fully informed of their needs.
These include but are not limited to:
press releases, announcements,
surveys,one-to-one contact, newsletters,
forums, emails, videos and town hall
leadership sessions.
Section 172 statement continued
55
Genuit Group plc
Annual Report & Accounts 2023
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Financial Statements
Remuneration
Governance
Strategic Report
Operational footprint review
Appointment of Chief Financial Officer
s172 considerations
1
2
3
5
Context
Against a backdrop of continued
macroeconomic uncertainty, the Group
continued to place focus on business
simplification measures which increase
the efficiency of operations and partially
mitigate the impact of lower volumes.
These measures included undertaking site
consolidations to increase economies of
scale, without any associated reduction
in production capacity.
Read more in our Strategic Report on pages 8
and 59 to 60
Employees
A key priority during the decision-making
process was to ensure that employees were
consulted about the proposals and offered
the opportunity to provide feedback.
Shareholders
Improving operational efficiencies
and continuing to focus on business
simplification ensures that long-term value
for shareholders continues to be preserved
during more challenging economic climates.
Customers
It was key to the decision-making process
that the proposed measures would not
impact our ability to continue to serve
our customers to a high standard.
Communities
The Board considered the impact of
multi-site operations on the environment,
as well the impact of the proposed changes
on the local communities.
Outcomes and impact
More streamlined operations and reduction
in costs, reduced energy usage and GHG
emissions and improved synergies between
businesses, enhancing production and
sales offering.
Section 172 statement continued
Context
A key responsibility of the Board and the
Nomination Committee relates to Board
succession and composition, to ensure
there is an appropriate balance of skills,
experience, diversity and independence
on the Board. Following Paul James’
decision to step down as CFO, the Chair,
CEO and Chief People Officer (CPO) led the
recruitment process to identify a successor,
along with the appointed executive search
firm. Following this process, Tim Pullen
was appointed as CFO with effect from
1 November 2023.
Read more in our Nomination Committee
Report on page 92
Shareholders
The CFO successor needed to be an
experienced and commercial CFO with a
strong finance and regulatory background,
demonstrating commitment to ensuring
the continued high performance and return
for shareholders.
Employees
The extensive finance community within
the Group meant that appointing the
right candidate would be crucial to
ensuring continued engagement and
motivation within this team and the senior
leadership team.
Outcomes and impact
The Board approved Tim’s appointment,
given his broad range of public market
experience through a variety of fast-paced
and dynamic businesses, as well as his
impact in the role on an interim basis.
s172 considerations
1
2
3
4
5
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Financial Statements
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Governance
Strategic Report
Appointment of Non-Executive Director
External audit tender
s172 considerations
1
2
3
5
Section 172 statement continued
Context
A key responsibility of the Board and the
Nomination Committee relates to Board
succession and composition, to ensure
there is an appropriate balance of skills,
experience, diversity and independence
on the Board. In light of Mark Hammond’s
impending retirement from the Board,
the Chair, CEO and CPO led the process
to appoint a new Non-Executive Director
(NED), alongside the appointed executive
search firm. Following this process, Bronagh
Kennedy was appointed as NED with effect
from 3 July 2023.
Read more in our Nomination Committee
Report on page 92
Shareholders
The Board considered the skills, knowledge
and experience required at Board level to
support delivery of the Company’s strategy
and returns for shareholders. The Board
considered Bronagh’s knowledge and
experience across sectors and within
corporate governance, HR, legal and
sustainability roles and determined that
these would complement the current skills,
diversity and composition of the Board.
Outcomes and impact
The Board approved Bronagh’s
appointment given her knowledge and
broad experience, in particular in relation
to sustainability which is an area identified
as requiring enhancement within the 2022
reported Board skills matrix.
Context
In line with the requirements in relation
to external auditor rotation, the Board
carried out a tender process during 2023.
This process was managed by the Audit
Committee Chair, alongside the then CFO
and a team of cross-Group employees.
Read more in our Audit Committee Report
on pages 110 and 111
Shareholders
Ensuring the audit tender process was
transparent, independent, and aligned
with shareholder interests to enhance trust
and provide assurance on the viability and
financial risk management of the Company.
Suppliers
Understanding the impact of audit on
supplier relationships and selection for
future audit activities with suppliers and
their supply chains.
Customers
Being aware of the importance of
customers and their impact on the Group
financial statements, ensuring the process
enhanced the relevance and reliability
of our reported financial information.
Outcomes and impact
This brought a fresh outlook and new
technology to the external audit process
resulting in the re-appointment of Ernst &
Young LLP as external auditor and continued
assurance for all stakeholders regarding
the financial reporting process.
s172 considerations
1
5
6
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Financial Statements
Remuneration
Governance
Strategic Report
Non-financial and sustainability
information statement
The following table, in addition to our TCFD Report on pages 31 to 40, details the non-financial
information required by Section 414CB of the Companies Act 2006 and highlights where more
information can be found elsewhere within the Annual Report and Accounts.
Non-financial information
reporting requirement
Development and actions
Our impact and any related principal risks
Page
Environmental matters
– Advancing the circular economy
– Tackling climate change
– Task Force on Climate-Related
Financial Disclosures (TCFD)
Providing solutions to the environmental challenges facing infrastructure, buildings and
communities is at the heart of the Group’s strategy and growth agenda. In addition to the
ambitious targets to achieve by 2025, the Group has science-based targets (SBTs) with initial
targets to achieve by 2027, as well as formulating its detailed transition plan to reduce CO
2
e
emissions as part of its Pledge to Net Zero, and an increase in its use of recycled plastics.
– Our business model
18
– Non-financial KPIs
16
– TCFD
31
– Sustainability and net-zero transition plan
22
– Principal risk 3 – climate change
68
Employees
– Talent development
– Developing apprentice
and graduate careers
– Diversity and Inclusion ambition
– Health and safety
– Culture and behaviours
As part of its efforts to consolidate and promote a healthy culture, the Group places focus
on motivating and developing its employees so they feel valued and engaged with the
strategic direction of the Group, and understand the contribution they can make to its
growth. Attracting and retaining a diverse workforce and investing in employees’ future
opportunities is of paramount importance to the Group, which can be seen from initiatives
such as the Graduate Scheme, our Apprentice programme, our Genuit Leadership
Programme launched in 2023 and our membership of The 5% Club.
– People and culture
43
– Health, safety, environment and wellbeing
47
– Stakeholder engagement
48
– Principal risk 9 – recruitment and retention
of key personnel
71
– Principal risk 11 – health, safety and environmental
72
– Governance and culture
84
Social matters
– Developing sustainable solutions
The Group is committed to carrying out its business responsibly, and ensuring it promotes
sustainable operations and minimises adverse environmental and social impacts.
Employees are actively encouraged to participate in initiatives within their communities
which reduce the impact of climate change and to offer support and education to their
local communities.
– Stakeholder engagement
49
– People and culture
43
Human rights
Early in 2024, the Group issued a standalone Human Rights Policy and updated its
Anti-Slavery Policy. Our Modern Slavery Act transparency statement is available on the
Company’s website, within which we state our zero-tolerance approach to any modern
slavery or human trafficking rights violations. During the year, the Group implemented a new
supplier onboarding process, which includes a Supplier Code of Conduct and Sustainability
Code of Conduct to ensure our suppliers conform to ethical working practices and are
aligned with our environmental targets. The Group also issued a Diversity Policy in 2023
which is reviewed and approved by the Board on an annual basis.
– Nomination Committee Report
92
– Stakeholder engagement
49
– Principal risk 1 – raw materials, supply and pricing
67
Anti-corruption and anti-bribery
The Group seeks to prohibit all forms of bribery and corruption within its businesses
and complies with the requirements of all applicable anti-bribery and corruption laws.
The Group requires all relevant employees to confirm bi-annually that they have complied
with the Group’s Anti-Bribery and Corruption Policy. Additional training was also conducted
during the year across the Group for all employees.
– Audit Committee Report
106
– Principal risk 6 – breach of legislation
69
58
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Scan to hear more
from Tim Pullen
and his reflections
on 2023
Chief Financial Officer’s Report
Focused
on profitable
growth
Tim Pullen
Chief Financial Officer
The Group had a strong performance
in 2023 in its new operating structure
with ongoing market and political
uncertainty, but delivering results
through transformation and self-help.
Revenue and operating margin
Group revenue for the year ended 31 December 2023 was
£586.5m (2022: £622.2m), declining 5.7% despite an overall
volume reduction of 12.4% year-on-year, in the context of market
headwinds. UK revenue declined 7.4% but international revenue
increased by 9.8%, representing 11.5% of revenue in the year
(2022: 9.9%).
Underlying operating profit was £94.1m (2022: £98.2m),
a decrease of 4.2% with a volume reduction offset by new
product launches, balanced price and cost management and
business simplification projects. As a result, the Group underlying
operating margin increased by 20 basis points to 16.0%
(2022: 15.8%), demonstrating progress towards medium-term
margin targets despite the prevailing market softness.
The Group successfully completed several business
simplification projects in 2022 and 2023, including a number
of site closures and a centralised approach to procurement.
Revenue and operating margin
2023
£m
2022
£m
Change
%
Revenue
586.5
622.2
(5.7)
Underlying operating profit
94.1
98.2
(4.2)
Underlying operating margin
16.0%
15.8%
20bps
Revenue by geographic destination
2023
£m
2022
£m
Change
%
UK
519.1
560.8
(7.4)
Rest of Europe
33.4
32.4
3.1
Rest of World
34.0
29.0
17.2
Group
586.5
622.2
(5.7)
The Group also started the multi-year deployment of
the Genuit Business System (GBS) which focuses on
continuous improvement. These activities have successfully
underpinned £15m of annualised cost savings without any
reduction in capacity to ensure strong operating gearing
as volumes normalise.
Profit before tax was £48.4m (2022: £45.4m), an increase of 6.6%.
The Group continued to invest in product development and
innovation throughout the year. In 2023, operating profit
benefitted from £1.5m of HMRC approved Research and
Development expenditure credit, relating to the year ended
31 December 2023.
“2023 was a year of
business simplification,
providing a strong platform
for growth.”
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Revenue in the Strategic Business Units, for year ended
31 December 2023 was 5.6% lower than the prior year at £579.1m
(2022: £613.5m). On a like-for-like basis, excluding the impact
of acquisitions, revenue was 5.8% lower than prior year.
Ongoing self-help measures, deployment of the Genuit
Business System and continued business simplification have
strengthened our financial performance to offset continued
levels of high inflation in materials, energy and labour costs.
The team have worked hard on continuing to improve
efficiencies, creating value and positioning us for growth.
We have built on the momentum from prior year in driving
commercial excellence which has enabled us to successfully
launch new products whilst balancing price and cost
management. We have strived to improve our portfolio profit
mix by taking ongoing actions on lower margin business.
Against a backdrop of more challenging conditions, notably in
the residential newbuild and RMI markets, we have continued
optimising the cost base whilst maintaining capacity, investing
in new equipment and boosting operational efficiency to ensure
we are well positioned for improved market conditions.
Sustainable Building Solutions (SBS)
The strength and resilience of the SBS Business Unit was evident
in a challenging market environment in 2023. Trading in SBS was
resilient with revenue of £242.8m (2022: £282.5m), 14.1% lower than
prior year. The volume decline was in-line with the UK residential
new build and RMI sectors.
Business Review
Revenue
2023
£m
2022
£m
Change
%
LFL Change
%
Sustainable Building Solutions
242.8
282.5
(14.1)
(14.1)
Water Management Solutions
170.4
172.4
(1.2)
(1.8)
Climate Management Solutions
165.9
158.6
4.6
4.6
579.1
613.5
(5.6)
(5.8)
Other*
7.4
8.7
(14.9)
(14.9)
Total Group
586.5
622.2
(5.7)
(6.0)
* Relates to assets held-for-sale which are not reported as part of the Group’s Strategic Business Units.
Underlying operating profit
2023
£m
ROS
%*
2022
£m
ROS
%*
Change
bps
Sustainable Building Solutions
53.1
21.9
59.3
21.0
90
Water Management Solutions
17.7
10.4
14.1
8.2
220
Climate Management Solutions
22.7
13.7
25.2
15.9
(220)
93.5
16.1
98.6
16.1
Other**
0.6
8.1
(0.4)
(4.6)
1270
Total Group
94.1
16.0
98.2
15.8
20
*
Return on sales (ROS) is equivalent to underlying operating margin (underlying operating profit / revenue).
** Relates to assets held-for-sale which are not reported as part of the Group’s Strategic Business Units.
Despite volume challenges, underlying operating profit margin
improved by 90 basis points, driven primarily by effective cost
management through several improvement projects. As part
of the wider Group business simplification plans, SBS executed
an operating footprint consolidation with the completion on
the sale of the Glasgow distribution centre and exiting of the
Kirk Sandall site, both of which were integrated into the larger
and strategic Doncaster facilities. The improvement projects
were designed to simplify and improve the cost base without
impacting service or reducing capacity.
The deployment of a lean transformation started with
the continual, multi-year implementation of GBS at Polypipe
Building Products (Doncaster) leading to improved customer
service levels and providing a foundation for continuous
business improvement. Management successfully completed
a significant equipment refresh programme, which enabled a
substantial reduction in past due orders, yielding both efficiency
and inventory benefits. The Business Unit remains poised to take
advantage of the eventual recovery in construction markets
and in the meantime is focused on generating organic growth
through significant product developments, including the
PolyPlumb Enhanced range and value-add sustainability
focused solutions such as Polypipe Advantage and Stax.
Water Management Solutions (WMS)
WMS revenue of £170.4m (2022: £172.4m) declined by 1.2% versus
2022 (1.8% on a like-for-like basis). The Business Unit performed
well with revenue generated from new products and
“We’ll be focusing on our
growth strategy, underpinned
by a continuing drive to
deliver operational excellence,
while keeping that focus
on sustainability.”
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Genuit Group plc
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Plura
An amount of £1.8m has been recognised as a non-underlying expense in the Group Income
Statement in the year ended 31 December 2023 in respect of the Plura contingent consideration
arrangement. This takes the total amount recognised as a liability on the Group Balance Sheet
at 31 December 2023 to £8.2m. A payment of £1.0m was made in relation to this arrangement in
December 2023. Accordingly, the aggregate final total amount payable under the contingent
consideration is expected to be approximately £9.2m. Contingent consideration was determined
based upon the agreed purchase price of the remaining 49% of shares on 8 December 2023.
There is no material difference between the cash consideration and the fair value.
Non-underlying items
Non-underlying items before tax decreased to £32.1m (2022: £45.2m). These were driven
by non-cash amortisation of £14.8m (2022: £15.2m) and total impairment charges of £2.5m
(2022: £14.8m), respectively. The Group incurred one-off costs of restructuring of £15.3m
(2022: £9.3m) related to the business simplification projects that have underpinned the £15m
of annualised savings.
Non-underlying items comprised:
Non-underlying items
2023
£m
2022
£m
Amortisation of intangible assets
14.8
15.2
Impairment of goodwill
12.0
Impairment of intangible assets
2.5
2.8
Restructuring costs
15.3
9.3
Employment matters
2.0
Contingent consideration on acquisitions
1.8
3.1
Workday configuration (SaaS)
1.2
Acquisition costs
0.4
0.2
Profit on disposal of property, plant and equipment
(4.7)
Product liability claim
(1.2)
1.0
Isolated cyber incident
1.2
Unamortised deal costs
0.4
Non-underlying items before taxation
32.1
45.2
Tax effect on non-underlying items
(8.0)
(5.2)
Non-underlying items after taxation
24.1
40.0
geographical expansion. In the second half of 2023, WMS revenue grew by 2.1% driven by structural
climate change relating to growth drivers, namely the increased frequency and severity of flood
events resulting in a greater number of projects requiring stormwater attenuation solutions.
The Business Unit reported an underlying operating margin of 10.4% during the period, representing
a 220-basis points improvement versus prior year. This improvement was driven by a combination
of business and brand rationalisations, cost controls and focused investment in our people,
processes and manufacturing capabilities.
The WMS medium-term growth strategy is underpinned by focused commercial activity,
leveraging the increased levels of product development in 2023 and the Business Unit expects
to benefit from changes in water management and biodiversity legislation.
Climate Management Solutions (CMS)
Revenue of £165.9m (2022: £158.6m) in CMS increased by 4.6% versus 2022. This increase was driven
by strength in the residential ventilation market, with structural drivers associated with ventilating
to reduce mould and damp problems, particularly in the social housing sector. This growth was
partially offset by reduced demand for new boiler and heating system installations which has
adversely affected the Adey business. The Adey business remains well positioned to benefit from
the eventual recovery in the boiler market.
The CMS Business Unit reported an underlying operating margin of 13.7% in 2023, 220 basis points
lower than 2022. This resulted predominantly from lower volumes at Adey and one-off IT security
investment to achieve Group standard. The continual, multi-year implementation of GBS has
begun in the Business Unit and business simplification projects including the consolidation of
the Surestop business into Adey were completed in the year.
The Business Unit now has a solid foundation for profitable growth and is well-positioned
to benefit from legislative and environmental tailwinds to deliver growth into the future.
Acquisitions
Keytec
On 31 March 2022, the Group acquired 100% of the voting rights and shares of Keytec
Geomembranes Holding Company Limited (Keytec), for an initial cash consideration of £2.5m on
a cash-free and debt-free basis plus a deferred consideration of £0.6m, which was paid in early
2023. The total cash consideration of £2.9m included a payment for net cash and working capital
commitments on completion of £0.4m. Keytec is a supplier and installer of stormwater attenuation
products, geomembranes and gas protection products.
No material intangible assets were identified. The goodwill arising on the acquisition primarily
represented the technical expertise of the Keytec staff, synergies of companies offering both
supply and install services and market share. The goodwill was initially allocated entirely to the
Commercial and Infrastructure Systems, which is now the Water Management Solutions segment.
61
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Dividend
The final dividend of 8.3 pence (2022: 8.2 pence) per share is being recommended for payment
on 5 June 2024 to shareholders on the register at the close of business on 3 May 2024.
The ex-dividend date will be 2 May 2024. The proposed increase in the full-year dividend
reflects the Group’s strong balance sheet and confidence in its medium-term strategy.
The Group aims to pay a progressive dividend, based on dividend cover of 2.0x or greater over
the business cycle. The Directors intend that the Group will pay the total annual dividend in two
tranches, an interim dividend and a final dividend, announced at the time of publication of the
interim and final results.
Balance sheet
The Group’s balance sheet is summarised below:
2023
£m
2022
£m
Property, plant and equipment
176.4
169.9
Right-of-use assets
22.9
22.3
Goodwill
454.1
455.4
Other intangible assets
142.7
159.7
Net working capital
28.3
33.8
Taxation
(44.7)
(47.9)
Other current and non-current assets and liabilities
6.2
0.1
Net debt (loans and borrowings, and lease liabilities, net of cash
and cash equivalents)
(149.3)
(166.2)
Net assets
636.6
627.1
The net value of property, plant and equipment has increased by £6.5m following the continued
focus on investing in targeted capital expenditure offset by the sale of two additional sites.
Pensions
The Group does not have any defined benefit pension schemes and only has defined contribution
pension arrangements in place. Pension costs for the year amounted to £5.4m (2022: £6.5m)
reflecting the reduction in headcount in the Group across the year.
Exchange rates
The Group trades predominantly in Sterling but has some revenue and costs in other currencies,
mainly the US Dollar and the Euro, and takes appropriate forward cover on these cash flows using
forward currency derivative contracts in accordance with its hedging policy.
Finance costs
Underlying finance costs increased to £13.6m (2022: £7.6m) due to significantly higher Standard
Overnight Index Average (SONIA) interest rates partially offset by lower level of RCF borrowings.
Interest cover was 8.2x for the year (2022: 16.0x).
Interest was payable on the RCF at SONIA (2022: SONIA) plus an interest rate margin ranging from
0.90% to 2.75%. The interest rate margin at 31 December 2023 was 1.65% (2022: 1.60%). The Group
has commenced an interest rate hedging strategy in 2024 to provide increased certainty and
manage interest rate risk.
Taxation
Underlying taxation
The underlying tax charge in 2023 was £17.9m, (2022: £14.1m) representing an effective tax rate
of 22.2% (2022: 15.6%). This was below the composite UK standard tax rate of 23.5% (2022: 19.0%).
Taxation on non-underlying items
The non-underlying taxation credit of £8.0m (2022: £5.2m) represents an effective rate of 24.8%
(2022: 11.5%).
Earnings per share
2023
£m
2022
£m
Pence per share:
Basic
15.5
14.7
Underlying basic
25.2
30.8
Diluted
15.4
14.6
Underlying diluted
25.1
30.5
The Directors consider that the underlying basic earnings per share (EPS) measure provides
a better and more consistent indication of the Group’s underlying financial performance
and more meaningful comparison with prior and future periods to assess trends in our
financial performance.
Underlying basic EPS decreased by 18.2% in 2023 predominantly the result of increased interest
and tax costs, driven by external factors.
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Delivery of strong cash generation remains core to the Group’s strategy. Underlying operating
cash conversion of 87.7% (2022: 57.4%) calculated as underlying operating cashflow (after
payments for capital expenditure excluding non-underlying proceeds of sale and lease liabilities)
divided by underlying operating profit. The Group remains committed to achieving a conversion
rate of 90.0% over the medium-term.
A positive working capital movement in the year was achieved through lower levels of inventory
following increases in prior periods to improve customer service performance following the
recovery in demand and supply chain disruption that followed the pandemic.
Net capital expenditure investment (excluding non-underlying proceeds from sale) decreased
to £33.8m (2022: £40.9m) as the Group continued to focus on investing in targeted manufacturing
facility development, capacity and key, strategic and innovative projects.
Net debt of £149.3m comprised:
2023
£m
2022
£m
Bank loans
(145.0)
(195.9)
Cash and cash equivalents
17.0
50.0
Net debt (excluding unamortised debt issue costs)
(128.0)
(145.9)
Unamortised debt issue costs
2.1
2.8
IFRS 16
(23.4)
(23.1)
Net debt
(149.3)
(166.2)
Net debt (excluding unamortised deal issue costs):
pro-forma EBITDA
1.1
1.2
Cash flow and net debt
The Group’s cash flow statement is summarised below:
2023
£m
2022
£m
Operating cash flows before movement in net working capital
105.6
113.6
Add back non-underlying cash items
14.2
9.6
Underlying operating cash flows before movement in net
working capital
119.8
123.2
Movement in net working capital
4.1
(19.7)
Net Capital expenditure excluding non-underlying proceeds of sale
(33.8)
(40.9)
Settlement of lease liabilities
(7.6)
(6.2)
Underlying cash generated from operations after net capital
expenditure excluding non-underlying proceeds of sale
82.5
56.4
Income tax paid
(12.1)
(7.0)
Interest paid
(13.4)
(3.7)
Non-underlying proceeds of sale
6.9
Other non-underlying cash items
(14.2)
(9.6)
Settlement of deferred and contingent consideration
(1.6)
(0.5)
Acquisition of businesses
(2.6)
Debt issue costs
(3.1)
Dividends paid
(30.5)
(30.5)
Proceeds from exercise of share options net of purchase
of own share
0.3
0.4
Other
(0.7)
2.2
Movement in net debt – excluding IFRS 16
17.2
2.0
Movement in IFRS 16
(0.3)
(2.5)
Movement in net debt – including IFRS 16
16.9
(0.5)
63
Genuit Group plc
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Forward-looking statements
This report contains various forward-looking statements that reflect management’s current views
with respect to future events and financial and operational performance. These forward-looking
statements involve known and unknown risks, uncertainties, assumptions, estimates and other
factors, which may be beyond the Group’s control, and which may cause actual results or
performance to differ materially from those expressed or implied from such forward-looking
statements. All statements (including forward-looking statements) contained herein are made
and reflect knowledge and information available as of the date of preparation of this report
and the Group disclaims any obligation to update any forward-looking statements, whether as
a result of new information, future events or results or otherwise. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. Accordingly, readers should not place
undue reliance on forward-looking statements due to the inherent uncertainty therein. Nothing in
this report should be construed as a profit forecast.
Tim Pullen
Chief Financial Officer
12 March 2024
Financing
The Group has a Sustainability-Linked Loan (SLL) committed through to August 2027 with one
further uncommitted annual renewal through to August 2028 following a refinancing with the
existing bank syndicate in 2022. The facility limit is £350.0m with an additional uncommitted
‘accordion’ facility of up to £50.0m. At 31 December 2023, £120.0m of the RCF was drawn down.
Additionally, in 2022 the Group entered a fixed rate £25.0m seven-year private placement loan
note until August 2029 with an uncommitted shelf facility of an additional £125.0m.
The Group is subject to two financial covenants. At 31 December 2023, there was significant
headroom and facility interest cover and net debt to EBITDA covenants were comfortably achieved:
Covenant
Covenant
requirement
Position at 31
December 2023
Interest cover
>4.0:1
8.2:1
Leverage
<3.0:1
1.1:1
Going concern
The Group continues to meet its day-to-day working capital and other funding requirements
through a combination of long-term funding and cash deposits. The Group’s bank financing
facilities consist of a £350.0m Sustainability-Linked Loan with an uncommitted ‘accordion’ facility
of £50.0m and a seven-year private placement loan note of £25.0m with an uncommitted £125.0m
shelf facility. At 31 December 2023, liquidity headroom (cash and undrawn committed banking
facilities) was £247.0m (2022: £229.1m). The Group’s focus will continue to be on deleveraging,
and its net debt to EBITDA ratio stood at 1.1x pro-forma EBITDA at 31 December 2023 (2022: 1.2x).
This headroom means the Group is well-positioned with a strong balance sheet.
As a result, the Directors have satisfied themselves that the Group has adequate financial
resources to continue in operational existence for a period of at least the next 21 months to
31 December 2025. Accordingly, they continue to adopt the going concern basis in preparing
the consolidated financial statements.
64
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Chief Financial Officer’s Report continued
Q
&
A
Tim Pullen
Chief Financial Officer
Q
What attracted you to join Genuit Group?
From the outside in, I could see a very clear strategy,
inspiring leadership from our CEO Joe Vorih and a strong
future opportunity. I also liked the context of the Genuit story.
This is a business that is going through change and experiencing
a cyclical downturn, but one that also has powerful structural
drivers that will enable growth and, of course, Genuit has
sustainability at its core. These are great ingredients for making
an impact and achieving success.
Q
Has anything surprised you in your first few months?
It was clear to me that the Genuit group is comprised
of a number of excellent and resilient businesses, just look
at the brands and the market shares! But beyond that I was
also pleasantly surprised by the level of proactivity that was
already underway in reducing the structural cost base of the
business. Without any reduction in our capacity this business
simplification has increased the operational gearing at a time
when volumes are low, and this will improve the profit potential
of the business as volumes increase through the cycle.
Q
What are your priorities for 2024?
Our business simplification provides a strong foundation
for our growth agenda. Whilst the market remains challenging
and we enter 2024 with a degree of uncertainty, we have
confidence in our medium-term goals. During this coming
year, we’ll be focusing on our growth strategy, underpinned
by a continuing drive to deliver operational excellence,
while keeping that focus on sustainability.
Q
What is Genuit’s biggest opportunity for growth?
That’s simple. Our business is built for the transition.
Here I am referring to the changing market dynamics and the
regulatory environment around sustainability, which includes
the twin challenges of lowering the carbon footprint of the built
environment while adapting to the impacts of climate change.
In turn this affords a significant opportunity for Genuit’s portfolio
of sustainable building products.
Q
What is the greatest challenge the industry is facing?
Clearly climate change represents both a challenge and
an opportunity for Genuit. In addition to this, I can see that labour
shortages in the construction industry remain a key challenge,
particularly if the growing demands for more housing in the
UK are to be met. But again, Genuit’s approach to innovation
can really help meet this challenge. We can deliver simplified,
kitted products and multi-product solutions, which enable lower
labour costs for our construction customers and help make new
housing more affordable.
65
Genuit Group plc
Annual Report & Accounts 2023
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Strategic Report
The following heatmap sets out the impact and probability
scores for our principal risks and further detail of these
risks, and emerging risks, is set out in the tables below.
The analysis is not intended to be a comprehensive list
of all risks actively managed by the Group.
The heat map highlights the principal risks and uncertainties
that could have a material impact on the Group’s
performance and prospects, net of our mitigating activities
which are aimed at reducing the impact or likelihood of a
major risk materialising. These risks have all been considered
by the Board when developing the Group’s Viability
Statement. The Board does recognise, however, that it
will not always be possible to eliminate these risks entirely.
In addition, the principal and emerging risks listed below
do not comprise all of the risks that the Group may face.
Risk appetite
The Board determines the risk appetite, tolerance and
strategy for operating the Group and delivering its strategic
objectives. A key focus of the Board is minimising exposure
to: operational; financial; regulatory and compliance;
health, safety and the environment; and people risks.
Severe
Impact
Minor
Low
Probability
High
1
2
2
3
10
10
11
12
4
7
5
5
6
6
8
13
9
Principal Risks and Uncertainties
Risk Management
Framework for managing risk
The Board has overall responsibility for ensuring that the Group
maintains an effective risk management system, enabling it to
deliver its strategic objectives. It determines the Group’s culture
and approach to risk management and is responsible for
maintaining appropriate processes and controls. The Board
reviews and approves the risk appetite and determines the
policies and procedures to mitigate exposure to risk. The Board
is central to the Group’s risk review process, including the
scenario planning and detailed stress testing associated with
the Group’s Viability Statement. The Board is assisted in this role
and with its responsibilities by the Risk Committee, a formal
sub-committee of the Board.
Process
The Board continually assesses and monitors the Group’s
key risks, and the Group has developed a risk management
framework to identify, report, and manage its principal risks
and uncertainties, and emerging risks. This process includes
the recording of all principal risks and uncertainties on a Group
Risk Register. Emerging risks are those that could significantly
impact our industry and/or the Group. These emerging risks are
evolving and often new, and thus, their full potential impact is still
uncertain. The Risk Committee regularly reviews these emerging
risks and, where deemed appropriate, they are added to the
Group’s Risk Register.
Principal and emerging risks are analysed, allocated owners,
scored for both impact and probability to determine the
exposure for the Group, prioritised, assessed for what mitigation
is required, and updated at least every six months.
External risks include macroeconomic conditions, climate
change, Government action, policies and regulations, raw
material supply and pricing, and information systems disruption.
Internal risks include reliance on key customers, and recruitment
and retention of key personnel. The Board seeks to mitigate
the Group’s exposure to both external and internal risks. The
effectiveness of key mitigating controls is continually monitored
and subject to rotational testing by the Group’s internal auditors.
Bottom up
Identifying, assessing and mitigating risk at business level.
Top down
Identifying, assessing and mitigating risk at Group level.
The Board
The Board continually assesses and monitors the Group’s
key risks, and the Group has developed a risk management
framework to identify, report and manage its principal risks
and uncertainties, and emerging risks.
This includes:
– The recording of all principal risks and uncertainties
on a Group Risk Register, and an emerging risks register,
which are updated at least every six months
– Analysing risks and allocating owners
– Scoring risks for impact and probability to determine
the exposure for the Group
– Outlining which risks should be prioritised and what
mitigation is required
Internal audit
The effectiveness of key mitigating controls is continually
monitored and subject to rotational testing by the Group’s
internal audit function.
Operational level
The risk management processes are embedded into
the different operational areas within the Group.
1
Raw materials supply and pricing
2
Macroeconomic and political conditions
3
Climate change
4
Reliance on key customers
5
Business disruption
6
Breach of legislation
7
Failure of information systems
or cyber breach
8
Intellectual property
9
Recruitment and retention
of key personnel
10
Execution of M&A strategy
11
Health, Safety and Environmental
12
Product failures
13
Liquidity and funding
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Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
1. Raw materials supply and pricing
The Group is exposed to security of supply risks
in respect of prime and recycled raw materials,
components and haulage, including associated
cost volatility, due to (amongst other matters)
the consequence of economic uncertainty,
the Russian-Ukraine conflict, supply interruptions
in China, the relationship between the UK and the
EU post-Brexit, fluctuations in the market price
of crude oil and other petroleum feedstocks, foreign
currency exchange rate movements, and changes
to suppliers’ capacity.
The increased friction and potential for a trade war
or other geopolitical disputes, including between the
US and China, could destabilise supply chain activity.
Over the longer-term, supply chain issues
could be caused by physical or transition risks
of climate change.
Suppliers may not be able to meet our demand
for prime or recycled raw materials and/or
the price we pay for the raw material
is adversely impacted.
Supply chain disruption could lead to inefficient
production and/or distribution which could
adversely affect the Group’s financial results.
Supply chain constraints could reduce sales
and organic growth, increased costs could
reduce margins, and limited availability or
regulatory changes could result in our failure to
achieve recycled material consumption targets.
Our product development efforts may
be redirected to find alternative materials
and/or components.
– During the year the Group has appointed a permanent Group Procurement Director, upweighted
its procurement and supplier relationship management capabilities, and continued to implement
the improvements identified during the 2022 strategic review of its procurement activities.
– A new Supplier Code and onboarding process has been implemented.
– Utilise different purchasing strategies as appropriate, from dual sourcing to guaranteed availability.
– Focus on supplier relationships, flexible and/or fixed supply contracts as appropriate, and introduced
an energy risk management strategy.
– Maintain adequate, but not excessive, inventories which act as a limited buffer in the event of supply
chain disruption.
– Own and manage a significant proportion of our required haulage capacity.
– Significant contracts are reviewed by Group Legal to avoid unfavourable and/or inflexible terms.
– We assess this risk from a climate perspective using qualitative and quantitative scenario analysis,
which informs decision-making when identifying appropriate mitigations and impacts as outlined
on pages 37 and 38.
SG
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GHG
2. Macroeconomic and political conditions
The Group is dependent on the level of activity in its
end markets, especially the construction industry,
and is therefore susceptible to any changes in its
cyclical economic conditions, Government policy,
Government elections, rates of inflation, interest rates,
any political and economic uncertainty and impacts
of global conflicts or trade tensions.
Macroeconomic and political conditions
could have an adverse impact on the Group’s
markets and ultimately demand for its products.
In addition, Government policy has the potential
to be either positive or adverse to markets
and demand.
Lower levels of activity within our end markets,
especially the construction industry, could
reduce sales and production volumes, thereby
adversely affecting the Group’s financial results.
– Diversity of our businesses and end markets; and the proactive development of our brands,
products, and services.
– Target those end markets where profitable growth prospects are greatest.
– Monitor trends and lead indicators, invest in market research and an active member of the
Construction Products Association.
– Actively manage our demand forecasts and costs through regular operational review meetings.
– Undertake scenario planning to support business resilience.
– Focus on innovation, new product development and ESG driven opportunities to leverage our
competitive advantage.
– We assess this risk from a climate perspective using quantitative scenario analysis, which informs
decision-making when identifying appropriate mitigations and impacts as outlined on pages 36
and 37.
SG
UOM
UEPS
CC
ROCE
GHG
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Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
3. Climate change
The increase in frequency, intensity and impact
of weather events such as flooding, drought and
coastal erosion.
The longer-term implications of climate change
give rise to the transition risk to address the
challenges expediently.
Adverse weather events could damage, disrupt
or lead to temporary closure of the Group’s
facilities and operations.
Prolonged periods of severe weather could
result in a slowdown in site construction activity
thus reducing demand for the Group’s products.
Growing stakeholder focus on corporate
action to meet emissions reduction targets
may result in increased reputational risk and
reduced customer and/or employee loyalty,
investor divestment and impacts to customer
activity levels.
All the above potential impacts could adversely
affect the Group’s financial results and
investment proposition.
– Climate change risk analysis has been developed and associated actions are being undertaken
where relevant.
– A clearly defined sustainability framework has been developed. A series of measures, action plans,
metrics and targets (described in our TCFD disclosure on page 40) were adopted to accelerate the
Group’s progress.
– Embedding its sustainability agenda across the workforce is a key focus for the Group in achieving its
objectives. Our Sustainable Solutions for Growth strategy is focused on both mitigation and adaption
opportunities, and as part of the former, reducing our carbon impact is a key aspect.
– In the event of flooding in the short term, production of certain products can be transferred to other
sites. In the longer term, climate change impact is monitored and, where deemed appropriate, flood
defence systems could be installed.
– As part of our scope 3 supplier engagement target, and as affirmed by our TCFD quantitative analysis,
we are now progressing supplier engagement to ensure they are on a carbon reduction pathway
and also managing their own exposure to climate-related risk.
– Details of our response to specific climate change risks and opportunities is described in our TCFD
disclosure on pages 31 to 40.
SG
UOM
UEPS
ROCE
GHG
4. Reliance on key customers
Some of the Group’s businesses are dependent on
key customers in highly competitive markets. We may
fail to adequately manage relationships with these
key customers.
Any deterioration in our relationship with
a key customer could lead to a loss of business
thereby adversely affecting the Group’s
financial results.
– The Group continually seeks to innovate and develop its brands, products and services to better
meet the needs of its customers.
– The Group’s strategic objective is to broaden its customer base wherever possible.
– The Group focuses on delivering exceptional customer service, which is constantly monitored,
and maintains strong relationships with major customers through direct engagement at all levels.
– The Group actively manages its customer pricing, rebates and credit terms to ensure that
they remain both competitive and commercial. These are negotiated and approved by senior
management, and governance procedures are in place to ensure that these are reviewed
by Group Legal, where required.
SG
UOM
UEPS
ROCE
GHG
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Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
5. Business disruption
The Group’s facilities and operations could be
subjected to disruption due to incidents including,
but not limited to, fire, failure of equipment, power
outages, workforce strikes, pandemics, or unexpected
or prolonged periods of severe weather.
Over the longer-term, business disruption issues
could be caused by physical or transition risks of
climate change.
Such incidents could result in the temporary
cessation in activity, or disruption, at one of the
Group’s facilities impeding the ability to deliver
its products to its customers, thereby adversely
affecting the Group’s financial results.
– The Group has established business continuity, crisis response, and disaster recovery plans.
– The Group performs regular maintenance to minimise the risk of equipment failure.
– Finished goods holdings across the operations act as a limited buffer in the event of an
operational failure.
– The Group continually invests in the maintenance and upgrade of IT infrastructure and information
systems which, amongst other matters, facilitates remote working.
– The Group maintains sufficient liquidity to meet our liabilities when due under both normal
and stressed conditions.
– The Group maintains appropriate insurance to cover business interruption and material damage
to property from such incidents.
– Independent insurer inspections take place periodically across all sites to identify and assess
potential hazards and business interruption risks.
– We assess this risk from a climate perspective using qualitative scenario analysis, which informs
decision-making when identifying appropriate mitigations and impacts as outlined on page 36.
SG
UOM
UEPS
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ROCE
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6. Breach of legislation
Failure to comply with elements of a significantly
increased and continually evolving governance,
legislative and regulatory business environment
including, but not limited to, Data Protection
Regulation, Competition Law, the Bribery Act,
Sanctions Compliance and the Building Safety Act.
Significant increases in the penalty regime
across all areas of business could lead to
significant fines and financial penalties in the
event of a breach, alongside damage to the
Group’s reputation and potential current and
future business.
– The Group’s in-house legal department and other specialist functions, supported by specialist
external advisers and membership of appropriate industry bodies, are responsible for monitoring
changes to laws and regulations that affect the Group and related ongoing monitoring and training.
– Specific policies are in place where relevant to maintain and demonstrate compliance with
regulations, such as Data Protection, Competition Law, Anti-Bribery and Corruption, Sanctions
Compliance and the Building Safety Act. Guidance documents and Codes exist within the Group
detailing expected standards of behaviour and compliance.
– Training and guidance documents are provided to all relevant new employees on Competition Law,
including those changing roles. In addition, mandatory training is also in place in relation to compliance
with Data Protection Regulation and the Bribery Act.
– Regular declarations of compliance are undertaken in respect of Data Protection Regulation,
Competition Law, the Bribery Act, Sanctions Compliance and adherence to ethics and compliance
expectations.
– All business in higher-risk countries requires approval by Group Legal. A third party system is used
to screen companies and/or individuals located in, or linked to, sanctioned countries.
– The independent third party Safecall whistleblowing helpline is available to employees.
– The Group has in place a data security solution which gives it the ability to automatically discover,
classify and label personal data; and where necessary remediate potential data exposure and
misconfigurations instantly.
UOM
UEPS
ROCE
Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
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Financial Statements
Remuneration
Governance
Strategic Report
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
7. Failure of information systems or cyber breach
The Group is increasingly dependent on the
continued efficient operation of its information
systems and is therefore vulnerable to potential
failures due to power losses, telecommunication
failures, or from a security breach including
the increasing levels and evolving tactics of
sophisticated cyber criminals targeting businesses.
Disruption or failure of the information systems
could affect the Group’s ability to conduct its
ongoing operations and/or result in data loss,
which could adversely affect the Group’s
financial results, reputation, and compliance
with data protection regulators.
– Best-in-class firewalls are in place to protect the perimeter of the Group’s networks and any off-site
access to the Group’s servers and applications is through secure Virtual Private Network connections.
– Advanced email and internet traffic filtering intelligence is in place to protect against potential viruses
or malware entering the Group’s networks. User and server computing devices have anti-virus
software installed to protect from potential infection, together with an outsourced managed virus
detection and response service.
– Best-in-class anti-virus and malware protection is in place across all the end points and servers
within the Group’s businesses.
– The Group employs an outsourced best-in-class managed detection and response service,
which includes strict SLAs and covered by a cyber warranty.
– Identity management is in place covering our core internal and external services, including
Multi-Factor Authentication (MFA) and advanced behaviourally heuristic protection.
– Data protection is implemented on our cloud-based storage and local file servers, giving oversight
and audit of folder and file access, and potential threats to data loss.
– The Group undertakes cyber security risk audits and penetration testing performed by internal
and external specialists, including the expedient introduction of mitigation controls and other
recommended procedure updates.
SG
UOM
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8. Intellectual property
The Group depends on its extensive and unique
intellectual property (IP), and differentiated
products, to defend its market positions and sustain
higher margins.
IP infringements, including copycat or
counterfeit products, subsequent loss of
business and/or loss of brand value could
adversely affect the Group’s financial results,
reputation, compliance with IP regulators and
the Group’s ability to implement and deliver
its Sustainable Solutions for Growth strategy.
– Regular interaction with the Group’s product development and R&D teams to ensure the Group’s
IP strategy is being implemented at all stages of the product life cycle.
– Regular reviews are performed of the Group’s IP portfolio, including mapping and gap analysis
across patents, designs, trademarks and copyright.
– Potential infringement of the Group’s IP is regularly monitored, assisted by third party IP experts,
and robustly challenged or defended as appropriate.
SG
UOM
UEPS
ROCE
R
Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
70
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Financial Statements
Remuneration
Governance
Strategic Report
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
9. Recruitment and retention of key personnel
The Group is dependent on attracting and retaining
people with the right skills, experience, and capability
as well as the continued wellbeing and mental health
of our people.
Loss of any key personnel without adequate
and timely replacement, and/or skills shortages,
could disrupt business operations, increase
salary inflation, and adversely impact
the Group’s ability to profitably implement
and deliver its Sustainable Solutions for
Growth strategy.
– Track staff turnover and key people indicators monthly.
– Learning and development programmes embedded across the Group, including Diversity & Inclusion.
– The Group has a mental health policy and associated training in place, as well as Employee
Assistance and Wellbeing programmes.
– Following the implementation of the Workplace by Meta platform in 2022, the Group’s employee
communication and engagement has improved.
– During the year, the Group successfully completed the implementation of initial modules of the
Group-wide HR information system which enables recruitment, performance management and
talent management; and improves employee engagement survey capability.
– A culture programme has been launched as part of our Sustainable Solutions for Growth strategy.
SG
UOM
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DOW
10. Execution of M&A strategy
The management of acquisitions activity and their
integration play a part in delivering the Group’s
Sustainable Solutions for Growth strategy.
Acquisitions may fill a strategic gap in the Group’s
portfolio; enable sales or operational synergies
and/or provide access to new or diversified markets.
There is a risk that any executed acquisitions may
not perform as expected in the acquisition case
and that benefits, and value does not accrue in line
with expectations.
Ineffective management of acquisitions could
lead to management distraction, a drain on
financial resources, and impact on the Group’s
ability to successfully implement and deliver
its Sustainable Solutions for Growth strategy,
including the ability to meet medium-term
financial targets.
– Formal Board-level approvals are required in accordance with the Group’s delegation of authority
matrix for any acquisition activity.
– Full due diligence is performed before any acquisition is made.
– The Group seeks contractual assurances from the sellers to mitigate against any identified issues
or risks.
– Where appropriate, the Group will pay contingent consideration linked to the ongoing performance
of the acquisition.
– The progress of any integration is closely monitored at Board and senior management team level.
– The Genuit Business System will be deployed into any new acquisitions.
SG
UOM
UEPS
CC
ROCE
AF
Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
71
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Principal Risks and Uncertainties continued
Risk
Potential impact
Mitigations
KPI
11. Health, Safety and Environmental
The Group is subject to the requirements of UK and
European environmental and occupational safety
and health laws and regulations, including obligations
to take the correct measures to prevent fatalities
or serious injury, and prevent and/or investigate
and clean up environmental contamination
on or from properties.
Lack of management focus, poor cultural
attitude or failure of the Group to comply with
health, safety and environmental regulations
and other obligations relating to environmental
matters could result in harm to individuals, the
environment or property and the Group being
liable for fines, suffering reputational damage,
requiring modification to operations, increasing
manufacturing and delivery costs, and could
result in the suspension or termination of
necessary operational permits, thereby
adversely affecting the Group’s operations
and financial results.
– The Group has a formal Health, Safety and Environmental policy, and procedures are in place
to monitor compliance with the policy.
– There is a Group Health, Safety and Environmental Director (with a team throughout the Group)
with clear accountability for health, safety and environment (HSE). HSE performance is regularly
tracked, reported and reviewed by all levels of management including the Board.
– The Group performs internal HSE audits and is subject to external HSE audits.
– Investigations are performed to identify root causes and key learnings with a view to continuously
improving. Learnings are shared across the Group, as necessary. Key messages are constantly
reinforced throughout the Group.
SG
UOM
UEPS
ROCE
AF
12. Product failures
The Group manufactures products that are
potentially vital to the safe operation of its customers’
products or processes. These products are often
incorporated into the fabric of a building or dwelling
or buried in the ground as part of an infrastructure
system and in each case, it would be difficult to
access, repair, recall or replace such products.
A product failure could result in a liability claim
for personal injury or other damage leading to
substantial financial settlements, damage to
the Group’s brands, costs and expenses and
diversion of key management’s attention from
the operation of the Group, which could all
adversely affect the Group’s financial results.
– The Group operates comprehensive quality assurance systems and procedures at each site.
– Wherever required, the Group obtains certifications over its products to the relevant national
and European standards including Kitemarks, BBA, WRC and WRAS accreditations.
– The Group maintains product liability insurance to cover third party property damage or personal
injury claims arising from potential product failures.
SG
UOM
UEPS
ROCE
13. Liquidity and funding
The risk that the Group will not be able to meet its
short-term liquidity and long-term funding financial
obligations as they fall due.
Insufficient cash deposits and/or finance
facilities could be an inhibitor to the Group’s
Sustainable Solutions for Growth strategy,
leading to the Group not being able to fund
its operations or strategic investments or
in needing to raise emergency finance that
degrades shareholder value.
– The Group’s approach to managing liquidity is to ensure that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
– This is achieved through suitable committed and uncommitted banking facilities with significant
headroom, regular communication with the Group’s investors and relationship banks (including visits
to the Group’s businesses), regular review of its banking covenants and capital structure, ensuring its
future cash flow is sustainable through detailed budgeting processes and reviews, robust forecasting
and budgeting processes, and ensuring that credit risk arising from cash deposits with banks is
mitigated by investments of surplus funds only being made with banks that have, as a minimum,
a single A-credit rating.
– Net borrowing costs are now hedged following the adoption in Q1 2024 of a hedging strategy
to increase certainty.
SG
UOM
UEPS
ROCE
Risk appetite
Low
Medium
High
Risk treatment category
Reduce
Maintain
Increase
Change in potential impact and/or probability
Decreased
No Change
Increased
Financial KPIs
Non-Financial KPIs
SG
Sales growth
CC
Cash conversion
R
Recycling
UOM
Underlying operating margin
ROCE
Return on capital employed
AF
Accident frequency
UEPS
Underlying diluted EPS
DOW
Developing our workforce
GHG
Greenhouse gas emissions
72
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Financial Statements
Remuneration
Governance
Strategic Report
Emerging risks
Artificial Intelligence
Artificial Intelligence (AI) is a technology being rapidly adopted
by businesses, consumers and governments across the world.
The Group is:
– Creating a Group AI framework and usage policy, which includes
which providers, models and use cases we will use AI for;
– Incorporating AI into the Group’s Data Loss Prevention (DLP)
processes, technically securing processing and use of AI;
– Continuing to explore the use of AI in key areas where we see
potential commercial and/or service advantage (such as process
automation in (1) back-office functions; and (2) design, quotation,
and project support);
– Exploring recruitment and training of automation capabilities
within the Group data and business intelligence team; and
– Controlling the Group’s access to Generative AI services.
Social change
Changes in values, attitudes and behaviours are driving changes
in society and consequently the workplace. These evolving social
changes include an increasing focus on work-life balance, the
growing role of social media and shifting attitudes to consumer
behaviours. Values are significantly influenced by age, education
and geography. The Group is enhancing the employee value
proposition through:
– Targeted rewards packages (to counter high inflation/cost of living)
and introduction of total reward concept;
– Increased skills-building and training opportunities;
– Reduced business travel, together with investment in meeting
technologies;
– Introduction of flexible, hybrid and/or remote working;
– Provision of employer-funded wellbeing services;
– Improved employee benefits;
– Career development and mentoring programmes; and
– Introduction of secondment programmes and the relaunch
of an improved Genuit graduate training programme.
Joe Vorih
Chief Executive Officer
12 March 2024
73
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Annual Report & Accounts 2023
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Financial Statements
Remuneration
Governance
Strategic Report
Governance
75
Governance at a glance
76
Chair’s Letter
78
Directors and Officers
80
Corporate Governance Statement
82
Leading by example
86
Employee engagement in action
87
Driving Genuit forward
92
Nomination Committee Report
99
Risk Committee Report
106
Audit Committee Report
113
Directors’ Report
116
Directors’ Responsibilities Statement
74
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Governance at a glance
Board team
building session
An externally facilitated Board
team building session took
place in October 2023 following
the changes in leadership
and as a recommendation
from the 2022 external Board
evaluation. Further detail on
this process is detailed on
page 89.
Shareholder engagement
The Board prioritised
increasing the level of direct
shareholder engagement
during the year through its
Strategy Progress Update
and obtaining feedback on
its proposed Remuneration
Policy. Further detail on
the engagement with
shareholders on our
Remuneration Policy can
be found in our Stakeholder
Engagement section on
page 51.
External audit tender
Selecting the right external
auditor is crucial for effective
corporate governance, as a
competent external auditor
provides assurance of financial
accuracy, promotes investor
confidence in the Company,
oversees high levels of risk
management and provides
independent perspective. The
Board conducted an external
audit tender during the year,
facilitated by the Audit
Committee Chair. Further detail
on this process is included in
our Audit Committee Report
on
page 110.
Culture
The Group culture refresh
programme was launched
during the year. A team of
senior leaders from across
the Group volunteered to
participate to develop and
implement strategies to
establish, improve and
embed the Group’s culture
and Trademark Behaviours.
Various steps were involved
in the process during the year,
as well as a commitment to
deeply embed and sustain
the new culture and
Trademark Behaviours across
the organisation during 2024.
You can read more about this
on
page 45
in the Strategic
Report and
pages 84 and 85
of the Governance Report.
Our Board
The Board has seven Directors comprising
the Chair, two Executive Directors and four
independent Non-Executive Directors.
Biographies of the Directors are available
on pages 78 to 79 and on our website,
www.genuitgroup.com.
The Board
The Board provides the
leadership of the Group and is
elected to represent shareholders
to oversee and enable the
Company’s prosperity and
long-term success. Part of its
responsibilities include setting
strategy, culture, control
and management.
Independent
Non-Executive Chair
Kevin Boyd
Executive Directors
Joe Vorih (CEO)
Tim Pullen (CFO)
Independent Non-Executive
Directors (NEDs)
Shatish Dasani
Lisa Scenna
Louise Brooke-Smith
Bronagh Kennedy
Company Secretary
Emma Versluys
The Executive
Management Team
The Executive Management Team
is responsible for implementing
Company policies, strategies and
decisions made by the Board,
managing daily operations and
steering the Company towards
achieving its goals.
CEO
E
Joe Vorih
CFO
E
Tim Pullen
Chief Strategy and
Sustainability Officer
E
Martin Gisbourne
Chief People Officer
E
Clare Taylor
Group Legal Counsel
and Company Secretary
E
Emma Versluys
Business Unit
Managing Director, SBS
Steve Currier
Business Unit
Managing Director, WMS
Steve Durdant-Hollamby
Board governance framework
Good governance provides the structure to enable the Board, acting
collectively, to fulfil its responsibility to promote the success of Genuit
Group plc and create long-term value for shareholders.
Nomination
Committee
Pages 92 to 98
Audit
Committee
Pages 106 to 112
Risk
Committee
Pages 99 to 105
Remuneration
Committee
Pages 118 to 147
Genuit Group plc Board
Board appointments
Lisa Scenna was appointed
Senior Independent Director
Shatish Dasani was appointed
as Non-Executive Director
and Audit Committee Chair
Bronagh Kennedy
was appointed as
Non-Executive Director
Tim Pullen was appointed
Chief Financial Officer
Highlights
(as at 31 December 2023)
Board meeting attendance
100%
2023 employee engagement
sessions
6
Board independence
71%
Ethnicity
1 of 7 members
Average age
56.5
November 2023
March 2023
July 2023
Further information on changes to the Board can be found
in the Nomination Committee Report.
Key:
E
Executive Committee
75
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Annual Report & Accounts 2023
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Financial Statements
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Strategic Report
Governance
Chair’s Letter
Kevin Boyd
Independent Non-Executive Chair
“Good governance is
not simply an area of
compliance, but is integral
to an efficient, effective
and prospering Company.”
On behalf of the Board, I am pleased to present the Governance
Report for the year ended 31 December 2023, my first full year
as Chair of the Board.
Good governance is not simply an area of compliance, but is
integral to an efficient, effective and prospering Company.
Structured and transparent governance systems hold executives
to account for their decisions on behalf of the Company, enable
effective leadership and lead to sustainable business practices
promoting long-term sustainable success for shareholders.
The Board has adequate oversight of governance structures
within the Group and continually monitors and reviews these
to provide reassurance to shareholders.
This Governance Report, as well as the reports of the Audit,
Nomination, Risk and Remuneration Committees give further
insight into the Board’s activities during the year, which will allow
all stakeholders to determine the Company’s compliance with
the UK Corporate Governance Code (the Code). This Report,
as well as the Directors’ Remuneration Report, set out in greater
detail how the principles and provisions of the Code have been
applied during the year and how the Board and its Committees
have fulfilled their responsibilities to ensure high levels of
governance are in place across the Group. Engaging with our
stakeholders remains a priority, and further detail on how we
have done this during 2023 can be found on pages 49 to 53.
Board changes
This year has seen further changes to the Board. In accordance
with the Code, Mark Hammond, Non-Executive Director since
2014, stepped down from the Board on 31 October 2023 and in
anticipation of Mark’s retirement, Lisa Scenna was appointed
as Senior Independent Director in March 2023. As outlined in
the 2022 Governance Report on page 70, the Company was
non-compliant with Provision 24 of the Corporate Governance
Code with effect from 1 November 2022 to 7 March 2023 as
a result of the Chair also serving as Audit Committee Chair.
A clear explanation of the reasons for this was provided in the
2022 Annual Report and Accounts, and I am pleased to confirm
that following Shatish Dasani’s appointment to the Board as a
Non-Executive Director, and Audit Committee Chair with effect
from 7 March 2023, the Company maintained compliance with
all provisions of the Code. Matt Pullen stepped down from the
Board in April 2023 and the Board decided not to appoint a
successor. After more than five years serving as Chief Financial
Officer (CFO), Paul James stepped down from the Board
in September 2023 and Tim Pullen joined the Company as
Interim CFO on 4 September to enable an effective handover of
responsibilities, and was appointed permanent CFO and joined
the Board on 1 November 2023. These changes are in line with
our succession planning and recruitment policies to ensure
a diverse Board with a combination of skills and experience,
and show the Board’s resilience to adapting to change and
the effectiveness of its succession planning strategies. I believe
that we have a strong and multi-skilled Board in place with an
appropriate balance of experience.
Board composition, skills and diversity
The composition, skills and diversity of the Board continue to
be monitored. Given the leadership changes during the year,
the Board participated in an externally facilitated team building
session in October 2023 to further develop the relationships
between Board members and its effectiveness as a Board.
The Board continues to support diversity in the widest sense
and acknowledges the advantages that come from having
diverse viewpoints across the Group’s businesses and in the
decision-making processes at Board and senior management
level. We believe that our Board is well balanced and diverse,
with the right mix of skills, experience, independence and
knowledge to allow it to discharge its duties and responsibilities
effectively and to lead the Group during the next phase of its
strategic development.
I am pleased to report that as at 31 December 2023,
the Company has 42.8% female representation on its Board,
40% female representation on its Executive Committee, and
50% female representation at senior level, being the Executive
Committee and its direct reports. We are proud of the changes
we continue to make to create a more diverse and inclusive
environment and are committed to maintaining this diverse
approach at all levels of recruitment. Following Shatish’s
appointment as a Non-Executive Director, and Lisa’s appointment
as Senior Independent Director, as at the reporting date of
31 December 2023, we are compliant with the Listing
Rule requirements on diversity.
Our Nomination Committee is continuing to further develop its
succession plans for the Board and senior management with
support from the Executive Committee and the Chief People
Officer. You can read more about the work of our Nomination
Committee on pages 92 to 98.
76
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Chair’s Letter continued
Culture and purpose
Our new purpose of ‘Together, we create sustainable living’
showcases and brings collaborative and problem-solving
mindsets to the challenges faced by our customers in
improving the built environment.
Sustainability is at the heart of how we run our businesses, and
we want to ensure we have the most talented, empowered and
diverse teams focusing on our key objectives around growth,
innovation and addressing the challenges facing our industries.
The Board continues to prioritise setting the culture from the top,
aligning our purpose, behaviours and strategy to the culture of
the Group. The Board recognises its responsibility for shaping,
monitoring and overseeing culture, and is proud of the
developments made to further integrate and implement
recognisable and consistent Trademark Behaviours, further
detail of which is included in the Strategic Report on page 45
and outlined further in this Report on pages 84 and 85. The Board
recognises that effective management of this is necessary to
enable the delivery of long-term success for all stakeholders.
The deployment of our refreshed strategy during 2023, as well
as the changes to our organisational structure, continue to
support our culture and our desire to embed the right
behaviours across the Group. We remain of the view that
decision-making by those people who are closest to their
respective customers and who are experts in their fields is key
to continuing to respond to our customers’ needs. As a result,
the Board understands the importance of promoting a culture
whereby employees understand the common Group purpose
and strategy, but also feel empowered to act. We therefore
need to ensure that our governance structures create sufficient
challenge and debate so we can be confident we continue to
make the right decisions for the long-term success of the Group.
Stakeholder engagement
During December 2023, I reached out to our top ten
shareholders to offer them the opportunity to meet with me to
discuss any issues or concerns they might have. I met with five
during January and February 2024 and overall the feedback
on the Group’s strategy, performance and management team
was positive.
Looking at 2024 and beyond
During 2024, we will continue to address the challenges
caused by climate change and urbanisation by developing and
producing sustainable solutions, focusing on our sustainability
framework and its growth drivers, trends and opportunities
in accordance with our defined purpose. We will continue to
foster a culture across our businesses that results in the right
decisions and actions to promote the success of the Group for
the long term, and for the benefit of our members as a whole;
whilst holding ourselves accountable against our sustainability
targets and raising the bar for sustainability to promote the
generation of smarter and more sustainable policies and
practices across our industry. Working together, we will make
the built environment more sustainable for generations to
come, whilst maintaining a robust governance structure
which continues to address and understand the needs of
all our stakeholders.
As always, we welcome questions or comments from
shareholders either via our website or in person at the
Annual General Meeting (AGM) scheduled to be held at
Genuit Group’s offices in Leeds at 4 Victoria Place, Holbeck,
LS11 5AE on 28 May 2024.
Kevin Boyd
Independent Non-Executive Chair
12 March 2024
Section 172 Statement
In accordance with the 2018 UK Corporate Governance
Code and the Companies Act 2006, the Board, in its
decision-making process, considers what is most likely to
promote the success of the Company for its shareholders
in the long term, as well as considering the interests of
the Group’s employees and other stakeholders and
understanding the importance of taking into account
their views. The Board also considers, and takes seriously,
the Group’s impact on the local communities within which
it operates, as well as reviewing actions being taken to
mitigate any negative impacts our operations have on
the environment. Considering this, the Directors have
acted in a way that they considered, in good faith, to
be most likely to promote the success of the Company
for the benefit of its members as a whole. The Board’s
activities and considerations in meeting this requirement
are covered in detail in our s172 Statement.
Read more on pages 54 to 57.
77
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Directors and Officers
Board of Directors
Kevin Boyd
Independent Non-Executive Chair
Joe Vorih
Chief Executive Officer
Tim Pullen
Chief Financial Officer
Lisa Scenna
Senior Independent Director
Shatish Dasani
Non-Executive Director
Louise Brooke-Smith
Non-Executive Director
Committees:
N
R
Committees:
RI
Committees:
RI
Committees:
R
N
A
Committees:
A
N
R
Committees:
N
A
R
Appointed: 22 September 2020
Appointed:
28 February 2022
Appointed: 1 November 2023
Appointed: 24 September 2019
Appointed: 1 March 2023
Appointed: 24 September 2019
Experience:
Kevin has extensive
listed plc experience in the
engineering and manufacturing
sectors, bringing a strong
combination of financial, strategic
and multi-organisational expertise
to the Board. He was previously
the Chief Financial Officer of global
engineering group Spirax-Sarco
Engineering plc and prior to that
Chief Financial Officer of Oxford
Instruments plc and Radstone
Technology plc and until October
2023 was Senior Independent
Director and Chair of the Audit
Committee of Emis Group plc. Kevin
has a BEng from Queen’s University
Belfast, is a Chartered Engineer,
and a Fellow Chartered Accountant
of the ICAEW and the Institution
of Engineering and Technology.
Kevin was appointed Chair of the
Board on 1 November 2022.
Experience:
Joe joined Genuit from
Spectris plc, a FTSE 250 company,
where he was president of HBK,
a standalone division and key
platform business within the Group
from January 2019, having joined
Spectris in 2016. Prior to that, he
worked for Clarcor Corporation,
a NYSE listed business delivering
filtration solutions and Danaher
Corporation, also a US listed
global business in industrial, test
and medical equipment. He has
a Bachelor of Science and a
Master of Science in Mechanical
Engineering from the Massachusetts
Institute of Technology.
Experience:
Tim joined Genuit
as Interim Chief Financial Officer
on 4 September 2023, and was
appointed Chief Financial Officer
on 1 November 2023. Tim previously
served as CFO of IQE plc, an AIM
listed manufacturer of advanced
semiconductor materials from 2019
to 2023, as CFO of Arm Limited from
2017 to 2019 and held senior finance
positions in 02/Telefonica UK, Serco
plc and Logica plc prior to that.
He is a Chartered Accountant
(ICAEW) and is Chair of the
Risk Committee.
Experience:
Lisa Scenna has over
20 years’ business experience
working at executive director level
in large private and publicly listed
multinational corporations with a
background in strategic and financial
business change, with her most
recent executive role being with the
Morgan Sindall Group as Managing
Director of MS Investments. Prior to
this, she held executive roles with
Laing O’Rourke, Stockland Group and
Westfield Group in Australia. Lisa has
a Bachelor of Commerce from the
University of NSW, and is a member
of the Australian Institute of Company
Directors and the Institute of
Chartered Accountants in Australia.
Lisa is Chair of the Remuneration
Committee and was appointed
as Senior Independent Director
on 7 March 2023.
Experience:
Shatish Dasani is
an experienced former FTSE Chief
Financial Officer and current Audit
Committee Chair of UK publicly
listed companies, with a career
in financial roles spanning over
30 years. He was previously Chief
Financial Officer of TT Electronics plc,
a global manufacturer of electronic
components and Forterra plc,
a manufacturer of building
products for the UK construction
industry. Shatish was previously
Non-Executive Director of Camelot
Group plc and Network Rail, and
his historic and current experience
within the construction industry,
manufacturing, and engineering
sectors as well as experience in the
financial sector provides invaluable
knowledge, experience and skills
to the Board.
Experience:
Louise Brooke-Smith
has extensive expertise in the
property, construction and
infrastructure industries, being an
experienced property and planning
adviser, past Global President of
the Royal Institution of Chartered
Surveyors and member of the Royal
Town Planning Institute. She was
formerly a partner at Arcadis LLP.
Louise holds a Bachelor of Science
from Sheffield Hallam University
and honorary doctorates from
Wolverhampton, Sheffield Hallam
and Birmingham City Universities.
She is a Freeman of the City of
London and was awarded an
OBE in 2019 for services to the
built environment and diversity.
Louise is our nominated workforce
engagement NED.
External Appointments:
Non-Executive Director and Chair
of the Audit Committee of Bodycote
plc, and Non-Executive Director of
Galliford Try Holdings plc.
External Appointments:
Non-Executive Director of Senior plc,
Director of Rocky Neck Partners, LLC.
External Appointments:
None.
External Appointments:
Non-Executive Director of
Cromwell Property Group, an
Australian listed company, and
Non-Executive Director of Harworth
Group plc, Gore Street Energy
Storage Fund plc and Non-Executive
Director and Chair of the Audit,
Risk & Compliance Committee
for Dexus Capital Funds
Management Limited.
External Appointments:
Senior Independent Director and
Chair of the Audit & Risk Committee
of Renew Holdings plc, and
Non-Executive Director and Audit
& Risk Committee Chair of SIG plc
and Speedy Hire plc. He is also a
Trustee and Board Chair at UNICEF
UK, the children’s charity.
External Appointments:
Strategic Planning and
Development Adviser and Director
for Consilio Strategic Consultancy
Limited, a Board Trustee of The Land
Trust, a Trustee of Birmingham
Museum & Art Gallery, and a Board
Member of L&Q Group.
Committees:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
RI
Risk Committee
Chair of Committee
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Annual Report & Accounts 2023
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Financial Statements
Remuneration
Strategic Report
Governance
Directors and Officers continued
Bronagh Kennedy
Non-Executive Director
Emma Versluys
Group Legal Counsel
and Company Secretary
Committees:
N
A
R
Committees:
RI
Appointed: 3 July 2023
Appointed: 28 June 2017
Experience:
Bronagh was the
Group General Counsel and
Company Secretary of Severn
Trent plc from 2011 to 2022, and
as part of her role she was also
responsible for compliance and
regulatory assurance and the
group’s corporate sustainability
programme. During her career
she has worked across several
sectors including finance, leisure
and hospitality, and she has a
very broad range of corporate
experience, including as HR
Director of Mitchells & Butlers plc.
Bronagh was also previously
a Non-Executive Director
of Wolseley (Ferguson plc
carve-out prior to its disposal).
Experience:
Emma Versluys
is our Group Legal Counsel
and Company Secretary and is
Secretary to the Board and three
of its Committees. Before joining
Genuit, Emma was Deputy
Company Secretary at Provident
Financial plc, and has also held
company secretarial roles at
Serco plc and Alliance UniChem
plc. She is an Associate of
The Chartered Governance
Institute and is also a solicitor.
Emma is a member of the
Executive Management Team
and the Risk Committee.
External Appointments:
Non-Executive Director and
Chair of the Remuneration
Committee of Treatt plc.
Executive Management Team Members
Clare Taylor
Chief People Officer
Martin Gisbourne
Chief Strategy and
Sustainability Officer
Steve Currier
Business Unit Managing
Director, SBS
Steve Durdant-Hollamby
Business Unit Managing
Director, WMS
Committees:
RI
Committees:
RI
Committees:
RI
Committees:
RI
Experience:
Clare is our Chief
People Officer and a member of
the Executive Management Team
and the Risk Committee. She has
over 30 years’ experience in global
HR leadership roles across various
manufacturing and distribution
industries. Before joining the
Group, Clare was Chief People
Officer at SIG plc, and other key
career highlights include Group
HR Director at Scapa Group plc,
Commercial HR Director at Ideal
Standard International and Senior
Global HR roles with Smith &
Nephew plc and SSL International
plc. Clare is a Fellow of the
Chartered Institute of Personnel
and Development, has a BSc in
Psychology and a Master’s degree
in Occupational Psychology.
Experience:
Martin is our Chief
Strategy and Sustainability Officer
and is a member of the Executive
Management Team and the
Risk Committee. Martin joined the
Group in September 2019 as Group
Strategy and Marketing Director.
With a functional background
in a variety of commercial and
marketing roles with brands such
as Bosch and Geberit, Martin has
over 20 years’ experience
of leading businesses in the
construction products sector,
most recently as part of the
Belgian Aliaxis group where he
was responsible for businesses
in the UK, Middle East, South Africa
and Nordic markets. He has a
BSc in Financial Management
from Loughborough University.
Experience:
Steve is Managing
Director of the Sustainable
Building Solutions Business Unit
and is a member of the Executive
Management Team and the
Risk Committee. Steve joined the
Group in November 2022 in this
role. Prior to this he spent 15 years
with Eaton Corporation plc where
he held a variety of commercial
and general management roles,
most recently Vice President
and General Manager for the Life
Safety Division, leading businesses
in France, Germany, UK and the US.
The early part of his career was
spent in the automotive industry
working for GKN plc and
Arvin Meritor covering roles in
a variety of disciplines including
operations, quality and
engineering. Steve has a BEng
in Mechanical Engineering from
Portsmouth University.
Experience:
Steve is Managing
Director of the Water Management
Solutions Business Unit and is
a member of the Executive
Management Team and the
Risk Committee. Steve joined the
Group in January 2019 as MD of
Polypipe Civils. Having previously
been divisional MD at Alumasc
for their Water Management
division, Steve has over 30 years’
experience in the civils and
drainage sector in the UK and
international markets through
various senior leadership roles.
Steve was appointed as MD of
Water Management Solutions
in April 2023. He is a full member
of the Institute of Export &
International Trade for his
services to export.
Committees:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
RI
Risk Committee
Chair of Committee
79
Genuit Group plc
Annual Report & Accounts 2023
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Financial Statements
Remuneration
Strategic Report
Governance
Corporate Governance Statement
Kevin Boyd
Independent Non-Executive Chair
This Corporate Governance Report (Report), which is also
available on the Company’s website, explains key features of the
Company’s governance structure and aims to provide a greater
understanding of how the principles of the Code, published in
July 2018 by the Financial Reporting Council (FRC), have been
applied and the areas of focus during the year. The Code can
be found on the FRC’s website at www.frc.org.uk. The Board is
kept informed of changing regulations and recommendations
and welcomes the FRC’s recently announced updates to the
UK Corporate Governance Code issued in January 2024,
which continue to uphold the flexibility of ‘comply or explain’
reporting and seek to deliver improvements that promote
trust, transparency and accountability. The new Corporate
Governance Code will apply from 1 January 2025 and 1 January
2026 (Provision 29), and the Board will continue to review its
current governance structures and implement any required
changes in advance of the required reporting dates to ensure
it maintains full compliance with its principles and provisions.
The Board believes that good corporate governance is key
to providing confidence to stakeholders in the reliability and
future performance of the Company and in the execution of
its strategy. Good governance is essential for the long-term
sustainable success of the Company as it reaches across all
areas of the business to ensure sustainable business practices,
accountability, fairness and transparency. The Board believes
that the Code sets the minimum standards that should be
expected of organisations, and endeavours to go beyond
this to embed the Code Principles into daily operations and
continually improve and develop its governance processes.
As outlined in the 2022 Annual Report and Accounts on page 70,
during the year, the Company was compliant with the Principles
and Provisions set out in the Code, with the exception of
Provision 24 from 1 November 2022 until 7 March 2023. Kevin Boyd
(previously Audit Committee Chair) was appointed as Chair of
the Board on 1 November 2022 in anticipation of Ron Marsh’s
retirement from the Board given his seven-year tenure, but it
was deemed appropriate and necessary to prioritise a smooth
handover between the incumbent and incoming Board Chairs.
It was therefore agreed that Kevin would also remain in his
post as Audit Committee Chair in the interim whilst a suitable
candidate was identified, a process which was expedited by
the Nomination Committee during Q3 2022.
Compliance statement
The 2018 UK Corporate Governance Code (the Code)
applied to the financial year ended 31 December 2023.
The Company confirms that, following the appointment of
Shatish Dasani as Audit Committee Chair on 7 March 2023,
it complied with all provisions of the Code.
The Report also includes items required by the FCA’s
Disclosure Guidance and Transparency Rules. The Board
has ultimate responsibility for the approval of the Annual
Report and Accounts. It has considered the content of
the Annual Report and Accounts and confirms that, taken
as a whole, it is fair, balanced and understandable and
provides the necessary information for shareholders
to assess the Company’s position and performance,
business model and strategy. Further detail on the process
followed to make this assessment can be found on
page 109. The following table sets out where stakeholders
are able to obtain further details within the Annual Report
to evaluate how the Company has applied the principles
of the Code.
This statement outlines the processes
the Company has followed throughout
the year to comply with the 2018 UK
Corporate Governance Code (the Code)
and demonstrates compliance with
each provision. Maintaining the highest
standards of governance is integral
to achieving our long-term strategic
goals and sustaining legal and ethical
integrity across the Group, and the Board
is committed to ensuring that these
standards are continually met.
“Good corporate governance is
the key to providing confidence
to stakeholders in the reliability
and future performance of
the Company.”
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Financial Statements
Remuneration
Strategic Report
Governance
Compliance with the 2018 UK Corporate Governance Code (the Code)
Section 1:
Board leadership
and company purpose
Pages
75 to 91
A
Effective and entrepreneurial board to promote
the long-term sustainable success of the
company, generating value for shareholders
and contributing to wider society
B
Purpose, values and strategy with alignment
to culture
C
Resources for the company to meet its
objectives and measure performance.
Controls framework for management
and assessment of risks
D
Effective engagement with shareholders
and stakeholders
E
Consistency of workforce policies and practices
to support long-term sustainable success
Culture
84 to 85
Risk framework
66
Stakeholder engagement
49 to 53
Section 2:
Division of
responsibilities
Pages
82 to 83
F
Leadership of board by chair
G
Board composition and responsibilities
H
Role of non-executive directors
I
Company secretary, policies, processes,
information, time and resources
Directors’ biographies
78 to 79
Roles and responsibilities
83
Section 3:
Composition, succession
and evaluation
Pages
87 to 98
J
Board appointments and succession plans for
board and senior management and promotion
of diversity
K
Skills, experience and knowledge of board
and length of service of board as a whole
L
Annual evaluation of board and directors
and demonstration of whether each director
continues to contribute effectively
Board evaluation
90
Diversity
96 to 98
Succession planning
95
Section 4:
Audit, risk and
internal controls
Pages
99 to 112
M
Independence and effectiveness of internal
and external audit functions and integrity
of financial and narrative statements
N
Fair, balanced and understandable assessment
of the company’s position and prospects
O
Risk management and internal control
framework and principal risks company is willing
to take to achieve its long-term objectives
External audit tender
110 to 111
Effectiveness of external auditor
111
Fair, balanced, understandable
109
Risk management
101 to 105
Internal control framework
110
Section 5:
Remuneration
Pages
118 to 147
P
Remuneration policies and practices to support
strategy and promote long-term sustainable
success with executive remuneration aligned
to company purpose and values
Q
Procedure for executive remuneration,
director and senior management remuneration
R
Authorisation of remuneration outcomes
Remuneration Policy
123 to
133
Annual Report on Remuneration
134 to
147
Corporate Governance Statement continued
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Annual Report & Accounts 2023
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Financial Statements
Remuneration
Strategic Report
Governance
Leading by example
The Board
The primary role of the Board is to lead and steer the Group
in such a way that ensures long-term sustainable success
in accordance with its strategic goals and purpose, setting
its culture and expected behaviours from the top. It provides
governance and oversight and has collective responsibility
for this. It is accountable to the Company’s shareholders,
balancing their interests with those of all material stakeholders.
It takes the lead in establishing the Company’s purpose,
strategy, financial policy and ensuring that a sound system of
internal control and adequate risk management is maintained.
The 2018 FRC Guidance on Board Effectiveness provides that
the Board should ensure there is a formal Schedule of Matters
reserved for the Board, to assist with planning and provide
clarity over where responsibility for decision-making lies. This
was reviewed and updated during 2023. The Board may appoint
Committees as it deems appropriate, to exercise certain of its
powers. Specific areas of delegation are set out in the Terms of
Reference for the Committees as outlined further in this Report,
as recommended by the Code. While the Board may make use
of Committees to assist with its consideration of appointments,
succession, audit, risk and remuneration, in accordance with
the Code and FRC Guidance, it retains responsibility for,
Each Committee has reported on its contribution to the Board’s
decision-making during the year, details of which can be found
later in this Report. Biographies of the Chairs of each of the
Board Committees, as well as all other Directors, are set out
on pages 78 and 79.
Board meetings and division of responsibilities
There is a clear division of responsibilities between the leadership
of the Board and the executive leadership of the Group.
The responsibilities of the Chair, CEO, CFO, Senior Independent
Director (SID), Board and Committees are clearly defined and
agreed by the Board (see pages 87 and 88 for more detail
about the separation of the role of Chair and CEO, and the role
of the SID). The division of responsibilities between the leadership
of the Board and executive leadership of the Group are
showcased in the diagram below.
In total, there were seven Board meetings held during the year
to discuss and review progress on issues affecting the Group.
A number of Committee meetings were also held during the
year. Details of attendance at Board and Committee meetings
are also shown in the diagram below.
Every effort is made to ensure that all Directors, where possible,
attend scheduled Board meetings. However, in the event that
a Director is unable to attend a meeting, they are provided with
the meeting papers and information relating to the meeting
and are able to discuss the matters arising with the Chair and
other Directors. Agendas are drafted in line with the Schedule of
Matters reserved for the Board in addition to key items that need
to be addressed during the year, to ensure it remains compliant
with its obligations. Designated senior leaders from across the
Group as well as external advisers attend some of the meetings
on request, for discussion of specific items in greater depth
and to provide training and updates.
and endorses, final decisions in all of these areas for the Group.
The Schedule of Matters sets out those powers reserved for
the Board, in accordance with the Code. These are available
to all leaders as part of the Delegation of Authorities Matrix
(read more about this on page 110), which forms part of the
internal controls implemented across the Group. As part of
its responsibilities for monitoring deployment of strategy and
ensuring strategic goals are realised, it monitors resources and
risks to the successful execution of strategy through the support
of its Committees, as outlined below.
The Board delegates the responsibility for implementing the
Group’s business model and for the day-to-day operational
management of the Group to the Chief Executive Officer (CEO)
supported by the Executive Committee and Management
Team, comprising the Chief Financial Officer (CFO), the Chief
Strategy and Sustainability Officer, the Chief People Officer,
the Group Legal Counsel and Company Secretary and the
Business Unit Managing Directors. The Executive Committee
and Management Team is supported by the Genuit Leadership
Team. The Board has direct access to the Company Secretary,
who is responsible to the Board for ensuring that Board
procedures are complied with and that the Board has full
and timely access to relevant information.
The Board may take independent professional advice in the
furtherance of its duties, if necessary, at the Company’s expense.
Board and Committees
To ensure it discharges its duties effectively, the Board has
delegated other specific responsibilities to its principal
Committees: the Audit, Nomination, Remuneration and Risk
Committees. Each Committee’s responsibilities are clearly
defined within their own Terms of Reference. These Terms of
Reference are reviewed every year and updated as necessary
to reflect legislative changes and best practice and to
ensure individual and collective Committees’ efficiency
and effectiveness is maintained. The Terms of Reference for
each Committee are available on the Company’s website.
The Committees carry out their required duties and make
recommendations to the Board for approval. Each Committee
Chair provides an update to the Board on the key discussions
and decisions made at the preceding Committee meeting.
This allows the Board to make reasoned decisions, and if
required, take appropriate actions.
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Strategic Report
Governance
Board meetings and division of responsibilities
Our governance framework
Meeting attendance
Division of responsibilities
Establish the purpose and strategy for the Group, promoting the long-term
sustainable success of the Company for the benefit of its members and
key stakeholders. The Board discharges some of its responsibilities directly
and has delegated authority to its Committees.
Setting remuneration policy for
Executive Directors. Operating
the Company’s share incentive
arrangements. Senior management
remuneration. Oversight of
remuneration-related policies.
Overseeing financial reporting,
internal control systems,
and internal and external
audit functions.
Setting the risk appetite, risk
tolerance and risk strategy of the
Group. Reviewing and reporting on
risk management, principal risks
and uncertainties and emerging
risks. Overseeing and implementing
internal risk controls and risk
management systems.
Joe Vorih
– Executive management
of the Group’s business
– Develops and implements
Group strategy and
commercial objectives
– Leads senior management
team in effecting decisions
of the Board
– Communicates with the Board,
shareholders, employees and
other stakeholders
Kevin Boyd
– Provides overall leadership
and governance
– Sets the Board agenda
– Promotes a culture of
openness, challenge and
constructive debate
– Ensures Directors understand
the views of major shareholders
and stakeholders
Lisa Scenna
– Acts as a sounding board
for the Chair, appraises their
performance, leads the other
NEDs, and is a direct contact
for shareholders if necessary
Louise Brooke-Smith
– Engages directly with
employees, ensuring their views
are considered by the Board
Tim Pullen
– Implements, manages and
controls the Group’s
financial-related activities
– Develops appropriate financial
strategies and manages
investor relations
– Ensures appropriate risk
management systems are
in place
Works with the CEO to deliver
strategy deployment and
manage day-to-day operations
Shatish Dasani, Bronagh Kennedy
– Scrutinise and constructively
challenge the performance
of Executive Directors and
contribute to setting strategy,
succession plans and
remuneration strategy
Emma Versluys
– Supports the Board and
Committees, provides advice
to the Board on all governance
and legal-related matters,
as well as advising Directors
on their duties. Assists with
all Board and shareholder
meetings and related
paperwork and facilitates
induction and training
programmes for Directors
Reviewing structure, size and
composition of the Board and its
Committees. Board succession
planning. Determining the skills
and characteristics needed in
Board candidates to ensure
a diverse skillset.
The Board
The Executive Committee and Management Team develop and execute Group strategy, report to and manage communication with and escalation to the Board,
manage operational governance, compliance and risk, and oversee Group operations
Remuneration
Audit
Risk
Chief Executive Officer (CEO)
Chair
Senior Independent Director (SID)
Employee Engagement NED
Chief Financial Officer (CFO)
Non-Executive Directors (NEDs)
Company Secretary
Nomination
Name
Position
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk Committee
Kevin Boyd
1
Chair
7/7
1/1
4/4
7/7
Joe Vorih
2
Chief Executive Officer
7/7
2/2
2/3
Tim Pullen
3
Chief Financial Officer
1/1
1/1
Lisa Scenna
Senior Independent Director
7/7
4/4
4/4
7/7
Shatish Dasani
4
Non-Executive Director
6/6
4/4
4/4
6/6
Louise Brooke-Smith
Non-Executive Director
7/7
4/4
4/4
7/7
Bronagh Kennedy
5
Non-Executive Director
3/3
3/3
1/1
3/3
Outgoing Directors:
Matt Pullen
6
Chief Operating Officer
2/2
1/1
Paul James
7
Chief Financial Officer
5/5
2/2
Mark Hammond
8
Non-Executive Director
6/6
3/3
3/3
6/6
1.
Kevin Boyd stepped down as Audit Committee Chair on 7 March 2023
2.
Joe Vorih was a member of the Nomination Committee until 6 March 2023
3.
Tim Pullen was appointed to the Board on 1 November 2023
4. Shatish Dasani was appointed on 1 March 2023
5. Bronagh Kennedy was appointed on 3 July 2023
6.
Matt Pullen stepped down from the Board on 28 April 2023
7.
Paul James stepped down from the Board on 30 September 2023
8.
Mark Hammond stepped down from the Board on 31 October 2023
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Governance
It is standard practice as part of the
governance arrangements for the Board
to visit the Group’s numerous businesses
on a rolling basis each year. This allows
individual Board members to have greater
knowledge and visibility of the Group’s
operations, and enables the Board to
engage directly with employees to
complement the structured employee
engagement forums that take place
with the dedicated Non-Executive Director
(further detail on our formal employee
engagement programme can be found
later in this Report on page 86).
Together, we create
sustainable living
Investing in our people and culture
The Board recognises that an inclusive and positive
environment improves job satisfaction, increases employee
retention, boosts productivity and enhances performance.
Our greatest asset for enabling the Group’s achievement of
its strategic goals is its people, and this is a core element of our
strategy as outlined within the Strategic Report on pages 43 to
46. Developing a culture which is consistent with and supports
our purpose is key to enabling the Group to deliver its strategy,
and monitoring and maintaining that culture as a consistent
tool for driving performance is a priority for the Board.
As outlined in our 2022 Annual Report and Accounts, during 2022,
foundations were laid to develop an established and consistent
culture during 2023, with the intention of supporting our
Sustainable Solutions for Growth strategy.
A dedicated culture team was established early in the year
which comprised senior leaders who had volunteered from
across the Group to come together to define a new purpose
and establish the Group’s Trademark Behaviours (TMBs).
Creating a strong and consistent Group culture which promoted
positivity, wellbeing and engagement and establishing a cultural
framework which encompassed the overall purpose of the
Group and linked directly to its strategy was a priority for this
dedicated working group. The outcome of these sessions was
a set of TMBs which effectively complement and support our
purpose and strategy, and we have plans to further embed
these across all people processes, including recruitment,
performance management and leadership development
during 2024.
Board dinners are held ahead of the scheduled meetings
where possible, to provide a more relaxed forum for the
Board members to have additional discussions amongst
themselves, as well as with the senior management team
from that location. This enables the Board to partake in
informal discussions outside of the Board meeting itself,
and this additional engagement and visibility enables the
Board to have a greater understanding of the culture across
the Group. The Board visited five different sites during 2023,
these being Manthorpe Building Products site in Ripley,
Polypipe Ulster site in Northern Ireland, Polypipe Civils site in
Loughborough, Polypipe Building Products site in Doncaster
and the Group office in Leeds.
Every year the Board holds an annual Strategy Day, where
it spends a full day with senior management to discuss
current performance of the Group and the strategic plan.
The Strategy Day during 2023 was held in October and was
structured as an interactive strategy session prior to the
Board meeting as a presentation and Q&A forum, enabling
engagement and opportunity for sufficient challenge from
the Board on different elements of the strategy, and suitable
focus to be given to specific details. It was further discussed
in the Board meeting held the following day as a standalone
agenda item. This enabled the Board to take time to reflect
prior to approving the strategy in the Board meeting,
complementing the direct feedback and questions within
the strategy session itself. An informal dinner was also held
thereafter to discuss and reflect on the discussions during
the day in a more informal environment. During the year,
the Chair held regular meetings with the Non-Executive
Directors without the Executive Directors present. The Chair’s
performance was assessed as part of the internal Board
evaluation. Further detail on the results of the internal Board
evaluation can be found in this Report on page 90.
Leading by example continued
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Governance
The Board will continue to
be updated on the roll out of
the updated TMBs across the
Group. Regular monitoring is
essential to ensure effective
deployment of the Group’s
defined purpose and TMBs.
Currently the Board receives
an update at each meeting
in respect of its people,
which includes both qualitative
and quantitative methods,
as follows:
We work together
We take ownership
We find a better way
– Employee turnover
and current headcount
– Diversity & Inclusion (D&I) data
– Grievances, governance
and legal matters
– Policy training updates
– Recent internal communications
and engagement activity and surveys
– Talent and development, including
talent acquisition and retention
– Absence statistics
– Progress of maintaining
The 5% Club
– Reasons for leaving
– Leadership development
– Reward, remuneration
and incentives
– Strategic projects
The Board also obtains feedback directly via its dedicated
Non-Executive Director (as outlined later in this Report), through
site visits and through the completion of employee surveys.
An employee engagement survey is due to be launched in
early 2024 which incorporates key indicators as well as general
employee satisfaction questions.
Establishing openness and transparency across the Group as
well as fostering and maintaining a culture which is responsive
to stakeholder expectations and the external environment will
continue to be a priority for the Board. As we grow, collaborate,
create solutions and innovate, we recognise that continuing to
drive this common purpose and aligned TMBs will help realise
the achievement of our strategic goals.
What we did in 2023
2024
January
Communication of the
refreshed strategy at the
Genuit Leadership event,
and the foundations of
the commitment culture
project were set.
April
The culture team was
established, and a launch
meeting held bringing together
volunteers from across the
Group businesses to agree
our updated purpose.
May
A follow-up session to refine
the outputs from the April
meeting and propose a first
draft of the TMBs.
June
Collaboration sessions with
the culture team to finalise
the proposed draft TMBs
prior to sharing with the
wider Group for feedback.
July – August
Engagement sessions held
across all businesses reaching
a total of 15% of employees
from across the
Group at all levels
to understand the
meaning of the
identified TMBs to
employees and whether they
could be applied within their
businesses and varying roles.
September
Culture team follow-up
meeting to share feedback
from the engagement sessions
during July and August and
TMBs refined to reflect this
feedback. TMBs agreed and
submitted to the Executive
Management Team for review
and approval in advance of
approval by the Board.
October
First launch of TMBs with
the Genuit Leadership Team
(GLT) at the annual
conference, with
an interactive
engagement and
training session to
onboard the GLT
in advance of formal roll out
across the Group.
November
Culture team follow-up
session and sharing
of feedback following
GLT conference and
identifying next steps.
December
Virtual sessions held for
all GLT members across
December to reinforce
commitments and
plans for 2024.
2023
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Employee engagement
Direct employee engagement is one of the key methods
to ensuring a unified culture exists across the Group.
The appointment of a dedicated employee engagement
Non-Executive Director means there is a consistent
mechanism in place for employee views to be shared,
discussed and considered by the Board in its strategic
decision-making. It has been a priority to build on the
feedback obtained during 2022, and a further six sites were
included during 2023 in the employee feedback sessions held
across different sites as part of the Genuit Group Employee
Engagement Programme, with Louise Brooke-Smith, as the
dedicated Non-Executive Director for employee engagement,
hosting each session. This is a total of 10 sessions across the
past 24 months. Each session was structured in the same
way as the 2022 sessions to cover five key topics, being;
strategy and vision, communication, diversity and inclusion,
health and safety and governance. Each provided an
overview of the objective of the programme and invited
employees to share their views confidentially.
The views of employees within each category were
summarised collectively, as well as being shared on a
site-by-site basis with the Board, so that gaps which existed
across the Group could be separated from those which
required further intervention at site level. The feedback from
employees during 2023 focused on improving communication
across all levels, being more transparent around changes and
future decisions of the business and being more proactive to
better communicate Group direction and strategy. The Board
plans to focus on strategy throughout 2024, and a framework,
timeline and proposed methods for communicating with
employees on these topical issues has been shared by the
Executive Management Team with the GLT for dissemination
within their businesses. Whilst it remains clear that employees
feel they have a sense of belonging and of being part of a
wider Group, all employees agreed that understanding the
wider organisation and continuing to improve interaction with
their peers across the businesses would continue to provide
opportunities to share knowledge, identify synergies and
continue to build a Genuit Group identity over and above their
individual business. The proposed communication strategy will
assist with developing this.
The Board recognises that direct employee engagement
platforms are not effective unless outcomes are adequately
fed back to management and action is taken to address
these issues. It remains of the view that employees are our
greatest asset, and obtaining this feedback will only help to
develop and build open communication channels which in
turn will positively develop the defined Group culture, strategy
and enable long-term sustainable success.
Areas for improvement were identified within each category
in 2021, and these were outlined in our 2022 Annual Report and
Accounts, with the corresponding actions taken to mitigate
and improve these during 2023 and identified future plans
for 2024 summarised in the table below.
Employee engagement in action
We engaged with our
employees on
We listened and actioned
We will continue in 2024
Strategy and Vision
Communication
Diversity and Inclusion
Health and Safety
Governance
Following our strategy refresh in early 2023,
throughout the year we held regular GLT
conference calls to ensure timely and
relevant communications directly to
our leaders. We also increased the
communication of our strategy via
Workplace posts, vlogs and using other
communication methods’ platforms.
Our Workday HRIS system was effectively
rolled out across the Group, and we held
diversity and inclusion events throughout
the year. We continue to drive improvements
within our health and safety practices,
and have articulated this within our TMBs
to highlight the importance of health
and safety.
We will continue to engage regularly with
employees across all sites, and a formal
employee engagement plan approved
by the Board is in place for 2024.
We will update employees on the progress
of our strategy deployment, ensuring we
use various methods, and will endeavour
to continuously improve and enhance
communication methods. We will finalise the
second phase of our Workday roll out which
will assist with learning and governance tools.
TMBs will be formally embedded across the
Group for all employees during 2024 and
support provided to management where
necessary to ensure effective deployment.
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Strategic Report
Governance
Driving Genuit forward
Board composition, qualification and experience
A successful Board is one which has a combination of skills,
experience and knowledge, allowing all Directors to actively
contribute to discussions and provide challenge where
appropriate. At the year end, the Board comprised the
independent Non-Executive Chair, two Executive Directors
and four Non-Executive Directors. The Non-Executive Directors
were appointed for the diversity of their backgrounds as well
as their personal attributes and experience.
During the year, the annual review was conducted of the
current skills of the Board and an updated matrix of those skills
was presented to the Nomination Committee for review and
approval as part of its succession planning considerations
during the year. It was noted that following the appointments
made during the year of Executive and Non-Executive Directors,
skill gaps that had been previously identified were no longer
pressing and the Board remained satisfied with the recruitment
strategy of the Nomination Committee. All expected skills of
Board members will continue to be reviewed on a regular basis
and will be considered by the Board and Nomination Committee
in all recruitment and succession planning decisions. The skills
matrix also places focus on the diversity of the Board and is
a useful tool to identify where further training or education is
required for individual Directors as well as the Board, collectively.
The Nomination Committee and the Board have considered
the independence of each of the Non-Executive Directors.
As part of the appointment process, Directors are assessed
on their skills, experience and independence, which is reviewed
on an annual basis in line with the skills matrix, their roles on the
Board and Provision 10 of the Code. The Board considered the
Chair and all the Non-Executive Directors to be independent
throughout the period (or where applicable, from appointment).
In accordance with Code Provision 18, all of the Directors are
subject to annual re-election. Bronagh Kennedy was appointed
on 3 July 2023 and Tim Pullen was appointed on 1 November
2023 and both Directors will offer themselves for election at
the 2024 AGM and for re-election annually thereafter.
Separation of the roles of Chair
and Chief Executive Officer
The Company recognises Principle F of the Code which outlines
the responsibility of the Chair and their accountability for
directing the Company. Objective judgement is paramount,
and thus the roles and responsibilities of the Chair and the
Chief Executive Officer (CEO) are separate and clearly defined,
with a distinct division of responsibilities. This distinguishes
management authority from Board authority, which in turn
empowers the Chair and CEO to pursue their respective duties
without concern that interests in one position might negatively
influence the other.
It is the Chair’s duty to provide overall leadership and
governance of the Board and to ensure that the Company
is run in the best interests of its shareholders. Part of this role
includes setting the Board agendas, ensuring that adequate
time is available for discussion of all agenda items and
promoting a culture of openness, challenge and debate
at Board meetings. Along with other members of the Board,
the Chair also has a role in setting the Company’s strategic
direction, making key decisions about mergers and acquisitions,
capital raises and other important matters.
Supported by the Company Secretary, the Chair keeps under
review: the adequacy of the training received by all Directors,
particularly on stakeholder-related matters; the induction
received by new Directors, especially those without previous
Board experience; and ensures the Board is provided with
accurate and timely information – as well as determining
how best to ensure that the Board’s decision-making processes
give sufficient consideration to material stakeholders.
The CEO is responsible for executive management of the
Group’s business, consistent with the strategy and commercial
objectives agreed by the Board and its overall performance.
The CEO leads the senior management team in effecting
decisions of the Board and its Committees and is accountable
to the Board, and ultimately the shareholders. The CEO is
also responsible for the maintenance and protection of the
reputation of the Group, ensuring that the affairs of the Group
are conducted with the highest standards of integrity, probity
and corporate governance. They are also responsible for
communicating the Company’s vision and performance
to shareholders and other stakeholders, and for building
and managing a strong Executive Management Team.
Whilst the roles of the Chair and CEO are separate, the
partnership between both is based on mutual trust and
facilitated by regular contact between them. This strong
partnership and regular communication ensures that the
Company’s strategic direction is aligned with the expectations
of the Board and shareholders. It also helps to ensure that there
is clear communication and coordination between the Board
and executive management, which in turn avoids any potential
conflicts or misunderstandings that could negatively impact the
performance of the Group. It fosters a positive and productive
culture within the Company, which contributes to retaining
top talent and maintaining good morale amongst employees.
This separation of authority enhances the independent oversight
of executive management by the Board and helps to ensure
that no one individual on the Board has unfettered authority.
Board skills and experience
The Board uses a skills matrix to identify the balance of skills,
knowledge and experience of the Board, for its composition
review and succession planning. The matrix highlights where
the skills and experience of Directors are particularly strong,
and where there are opportunities to further enhance the
Board’s collective knowledge. A high-level summary of the
Board skills matrix as at 31 December 2023 is included below.
Board skills matrix
Number of
members
Recent and relevant financial experience
4
Competence relevant to the sector
in which the Company operates
7
Listed Executive Director/Non-Executive
Director experience
7
International experience
7
Legal and governance
7
Financial governance
7
Environmental, Social & Governance (ESG)
7
Managing investor relations
7
Developing technological capability
6
People and culture
7
M&A
7
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Role of the Senior Independent Director
Lisa Scenna was appointed Senior Independent Director (SID) of
the Company on 7 March 2023. She is available to shareholders
and other stakeholders if they have concerns that cannot be
addressed through normal channels. The role of the SID is to
provide an independent perspective on the Board’s decisions,
act as a sounding board for the Chair, and as an intermediary
for the other Directors when necessary. The SID is also available
to chair the Board in the absence of the Chair and has authority
to add items to the agenda of any regular or special meeting
of the Board. The role of the SID is considered an important part
of the composition of the Board, acting as a check and balance
in the Group’s governance structure.
Appointment and tenure
The Non-Executive Directors serve on the basis of letters
of appointment, which are available for inspection at the
Company’s registered office. The letters of appointment set
out the expected time commitment of the Non-Executive
Directors who, on appointment, undertake that they have
sufficient time to carry out their duties. There is no fixed expiry
date. The Executive Directors’ service contracts are also
available for inspection at the Company’s registered office.
The notice period for Executive Directors is 12 months.
External appointments
In accordance with Principle H, the Board takes seriously
the requirement that all Non-Executive Directors should have
sufficient time to meet their Board responsibilities. Whilst it
recognises the benefits that greater Boardroom exposure
provides for Directors, it closely monitors the nature and number
of external directorships held to ensure continued compliance
with Principle H. All Executive and Non-Executive Directors’ external
appointments are reviewed at each Board meeting as standard,
including detail of all those appointments over the previous five
years. The Board reviews the nature of each appointment and
the expected time commitment for each Director as part of this
process, and concluded that, as at the end of 2023 and the date
of this Report, none of these appointments compromise the
effectiveness of any individual Director to provide constructive
challenge, strategic guidance, offer specialist advice and hold
management to account. Further details of our Non-Executive
Directors’ external appointments can be found in their
biographies on pages 78 and 79.
Q
&
A
Lisa Scenna,
Senior Independent Director (SID)
Q
Reflecting on your first year as SID,
what achievements or milestones have
been accomplished?
Since my appointment as SID in March 2023 I have seen
good progress across the Group on its journey towards
creating a more diverse and inclusive workplace. I hosted
an engagement session with employees for International
Women’s Day which provided invaluable insight into both
areas of strength and opportunities for improvements across
the Group, which I was able to share with the Board and
ensure action was taken as required. I was also responsible
for carrying out the evaluation of the Chair’s performance
during the year, and carried out a robust process in
this regard.
Q
Were there any challenges you had to overcome
in your first year as SID?
I took on the role of SID during a period of ongoing Board
changes which included the appointment of a new Chair,
a recent change in CEO, a change in operational structure,
the removal of the COO role and the appointment of
an interim and permanent successor to the outgoing CFO.
Providing support and stability to the Chair and the Board
through these changes was a key challenge in this role in 2023.
Q
In what ways do you see your role contributing to the
Board’s overall effectiveness, particularly in relation
to balancing the interests of stakeholders?
During the year, the Remuneration Committee carried out
a review of the current Remuneration Policy, following which
feedback from our top investors was sought on the proposed
changes. Given my dual role, the investor consultation process
and in particular the face-to-face meetings gave investors
an opportunity to ask questions on both remuneration and
non-remuneration related matters. I also ensure that, where
required, I act as a sounding board for the Chair, encourage
open and effective debate between Board members and
engage with senior management where appropriate. I will
continue to capitalise on opportunities to engage directly
with employees and other stakeholders where relevant to
ensure that the interests of material stakeholders are
considered during the Board’s decision-making process.
Q
With your position on several other Boards, how do
you leverage cross-industry insights to bring unique
perspectives to the Genuit Board?
Working across different industries adds to diversity of
thought, and I try to use the experiences and learnings from
the other Boards on which I sit to enhance my contribution
as a Genuit Group Board member, in particular where there
are common issues across those Boards. I believe that
experiences at different stages of business maturity are
beneficial in understanding different perspectives, and
help me to ensure that I can draw on the most suitable
experiences from my career to provide context during the
debate and challenge at Board meetings as appropriate.
Driving Genuit forward continued
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Governance
Directors’ induction and training/
professional development
The Chair, with the support of the Company Secretary,
is responsible for the induction of new Directors and the
ongoing development of all Directors. Shatish Dasani,
Bronagh Kennedy and Tim Pullen joined the Board during the
year and each completed their induction as outlined in the
Nomination Committee Report on page 97. The Company
provided a comprehensive and tailored induction process,
which included meeting with Executive and Non-Executive
Directors and the Chair and having introductory meetings with
senior management and external advisers where appropriate.
Where necessary, new Directors are provided with training to
address their role and duties as a Director of a quoted public
company. The Chair and Company Secretary continue to review
the induction process and endeavour to make improvements
wherever possible to ensure any newly onboarded Directors
are successfully integrated into the Group and their role as
quickly as possible.
As the internal and external business environment changes,
it is important to ensure that Directors’ skills and knowledge
are refreshed and updated regularly to allow them to adapt
to these changes and make informed and effective decisions.
The Board was given presentations during the year by the
Company’s financial advisers, brokers and lawyers, as well as
several presentations by senior management, and participated
in leadership programmes and sessions in addition to
the annual Strategy Day referred to earlier in this Report.
The Company Secretary maintains responsibility for updating
the Board on new legislation and regulation as well as changes
to the current legislative and regulatory regimes to which the
Company is subject. This is included in a report to the Board
at every Board meeting.
Board team building session
As a result of the external Board evaluation completed
in 2022, the Board considered options to increase their
interaction outside of Board meetings and to further
develop the relationships between Board members,
given the numerous changes over the preceding
18 months. It was therefore agreed to hold an externally
facilitated team building session for Board members
and the Company Secretary with the Company’s
chosen leadership development programme providers.
This was held in October at the Group’s site in Doncaster
and involved individual personality profiling, profiling as
a group and the strengths and weaknesses of the Board
as a collective. Opportunities for improvement were
identified, discussed and an action plan to implement
these improvements agreed.
Directors’ conflicts of interest
Each Director has a duty under the Companies Act 2006 to
avoid a situation where he or she may have a direct or indirect
interest that conflicts with the interests of the Company. The
Company has robust procedures in place to identify, authorise
and manage such conflicts of interest, and confirms that these
procedures have operated effectively during the year.
All potential conflicts approved by the Board are recorded
in a conflicts of interest register which is maintained by
the Company Secretary and reviewed by the Board on
a regular basis.
Directors have a continuing duty to update the Board
with any changes to their conflicts of interest.
Board and Director recruitment process
The recruitment process is designed to ensure the search for
new Directors is thorough and inclusive, and ensures recruits
possess the necessary experience and skills to support the
Company’s strategic direction, as well as showcasing an
understanding of the Group’s culture and purpose. The Chair
leads the Nomination Committee to develop a candidate
specification and brief, using the Board skills matrix as a basis
for identifying gaps that should be addressed as part of the
selection process. This brief is then placed with an executive
search agency who must be a signatory to the Voluntary Code
of Conduct for Executive Search Firms, in line with our Board
Diversity Policy. Any agencies that are used as part of the
recruitment process must confirm their independence on
appointment and that they have no other connection with
the Company or any individual Directors. The executive search
agency then provides a long list of potential candidates from
various backgrounds and industries based on this candidate
brief, which is then shortlisted following discussions between
the Chair, Senior Independent Director and other members of
the Committee (or appointed sub-Committee, as appropriate).
The candidates are interviewed and assessed against
pre-determined criteria and in line with the specific candidate
brief, which often involves meeting various Board members
on a more informal basis to determine interpersonal dynamics.
The successful candidate is then recommended for
appointment to the Board, by the Nomination Committee,
with the Company Secretary tasked with the formalities.
Driving Genuit forward continued
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Strategic Report
Governance
Driving Genuit forward continued
Board evaluation and effectiveness
In accordance with Code Provision 21, following the external evaluation conducted in 2022, the Board conducted an internal
evaluation during the financial year. This process involved completion of anonymous online questionnaires for the Board and each
Committee. Responses were then collated into an overall feedback report for the Board. Specific questions were included to identify
progress that had been made since the previous evaluation. The progress made during the year since the 2022 external Board
evaluation is documented below:
Key outcomes
Actions agreed
Detailed review of structure, remit and composition of
Board Committees, in particular the merits of a separate
sustainability committee.
Joe Vorih appointed as the Director responsible for
sustainability and therefore no separate sustainability
committee required at this stage. Shatish Dasani to attend
periodic Risk Committee meetings to provide oversight
to the Board on risk management.
Review of the process for agenda setting: to be more
dynamic and inclusive, and enable deep dives into
key/topical issues, whilst allowing sufficient time for
governance-related matters.
Discussions between Chair and Board members regarding
additional proposed agenda items for 2024. Meeting timetable
and agendas reviewed and updated to include periodic deep
dives into key/topical issues.
Review of board paper content to further streamline and
standardise content and invite presentations from senior
management to further enhance employee engagement.
Meeting agendas and papers reviewed and updated
to include regular presentations by members of senior
management, and to streamline and standardise content.
Separate Board session to be held to review performance
and behaviours in detail, as well as investing time in getting
to know each other better and learning how to work more
efficiently and effectively as a team.
Externally facilitated Board team building session held
in October, and an action plan agreed.
Consider further opportunities for engagement
with stakeholders.
Strategy Progress Update and an analyst dinner held in
November 2023. Potential opportunities for other stakeholders
to present to the Board during 2024 being considered.
The Board was asked as part of the 2023 internal evaluation to detail key strengths of the Committees and specific areas for
improvement. This enabled detailed responses which when collated provided an honest and transparent insight into the views
of the Board, allowing specific focus on areas for improvement during 2024.
Strengths
Areas for improvement
Inclusive in discussions and debates
Continued focus on scheduling of Board and Committee
meetings to utilise time most efficiently
Diversity of skill and perspective
Further development of industry focus/skills
Open and challenging
Continued increase in focus on sustainability issues
Overall, the results of the evaluation were positive, with the Board and its Committees viewed as operating effectively and in line
with their respective remits.
Directors’ indemnity and insurance
The Company maintains Directors’ and Officers’ liability
insurance to cover legal proceedings against Directors
and Officers acting in that capacity.
Details of the Directors’ indemnity arrangements can
be found on page 114 of the Directors’ Report.
Internal controls and risk management
The Board is responsible for determining the nature and extent
of the significant risks it is willing to take in achieving its strategic
objectives. It is also responsible for maintaining sound risk
and internal control systems in accordance with the Code.
The Board delegates the specific management and monitoring
of this to the Risk Committee (as outlined in the Risk Committee
Report on pages 101 to 105), who report to the Board on all
matters, including the effectiveness of these systems, and
submit documents to the Board for approval, as appropriate.
The Board is ultimately responsible for ensuring that:
– there is an ongoing process for identifying, evaluating
and managing the principal risks faced by the Group;
– the systems have been in place for the year under review and
up to the date of approval of the Annual Report and Accounts;
– the systems are regularly reviewed; and
– the systems accord with the FRC guidance on risk management,
internal control and related financial and business reporting.
The principal risks and uncertainties, together with the emerging
risks for the Group that the Risk Committee and Board have
focused on this year, including their potential impact and
mitigating actions, are set out on pages 66 to 73.
The Company has a risk management framework which adopts
a top-down and a bottom-up view of the key risks, and involves
both the downward cascade and upward escalation of risks
between the Group and the businesses. It comprises a risk
register template, a risk profile template and assessment
guidelines to be used by both the Group and Business Units when
considering risk. It also includes a detailed approach to formally
recording and independently assessing Group-level risks.
The Board has conducted a review of the effectiveness of
the system of internal controls and risk management following
a detailed review undertaken by the Risk Committee, and is
satisfied that it complies with Provision 29 of the Code.
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Driving Genuit forward continued
Financial and business reporting process
The Board recognises its duty to ensure that the Annual
Report and Accounts, taken as a whole, is fair, balanced
and understandable and provides the information necessary
for shareholders to assess the position and performance,
strategy and business model of the Company. In addition to
the Annual Report and Accounts, the Company also ensures
that other price-sensitive reports and other information are
published externally.
The Group has a thorough assurance process in place in
respect of the preparation, verification and approval of periodic
financial reports, which is set out in the Audit Committee Report
on pages 108 to 112.
This process includes:
– the involvement of qualified, professional employees with
an appropriate level of experience (both in Group Finance
and throughout the Group’s businesses);
– formal sign-off from appropriate business senior executives;
– comprehensive review and, where appropriate, challenge
from appropriate Group senior management and
Executive Directors;
– a transparent process to ensure full disclosure of information
to the external auditor; and
– oversight by the Audit Committee, involving
(amongst other duties):
– a detailed review of key financial reporting judgements
which have been discussed by management; and
– review and, where appropriate, challenge on
matters including:
– the consistency of, and any changes to, significant
accounting policies and practices during the year;
– significant adjustments resulting from the external audit;
– the Viability Statement assumptions; and
– the going concern assumption.
In accordance with Principle N of the Code, the Board is required
to ensure our financial and business reporting is fair, balanced
and understandable. To ascertain whether this is the case,
it firstly establishes whether or not the information presented
within the Annual Report and Accounts is fair: reviewing whether
the whole story is presented and done so accurately, and if
the key messages in the narrative reflect the way in which it
is presented in the financial reporting. It secondly assesses
whether the information presented is balanced: ensuring there
is a good level of consistency between the narrative reporting
in the front and the financial reporting in the back, as well as
satisfying itself that the statutory and adjusted measures
are explained clearly, with appropriate prominence. The final
element to the assessment is to determine whether the Annual
Report and Accounts are understandable. The Board assesses
whether the Annual Report and Accounts uses language which
is accessible to a reasonably well-informed reader, or provides
clear definitions for technical vocabulary and acronyms where
this is not possible; it should not be disjointed or repetitive and
should tell a complete and straightforward story. The Board
also ensures that important messages are highlighted or
cross-referenced appropriately throughout the document.
Completion of this process provides comfort to the Board
that the Annual Report and Accounts taken as a whole, is fair,
balanced and understandable, and following its review, the
Board was of the opinion that the 2023 Annual Report and
Accounts is representative of the year and presents a fair,
balanced and understandable overview.
Annual General Meeting
The Company’s Annual General Meeting (AGM) is scheduled to
be held on 28 May 2024. All shareholders have the opportunity
to attend and vote, in person or by proxy, at the AGM. A copy
of the notice of AGM can be found on the Company’s website.
The AGM is the Company’s principal forum for communication
with private shareholders. The Chair of the Board and the
Chair of each of the Committees will be available to answer
shareholders’ questions at the AGM.
The notice of AGM will be sent out to shareholders at least 20
working days before the meeting. Results will be announced to
the London Stock Exchange via a Regulatory Information Service
announcement and published on the Company’s website.
Re-election of Directors
At the AGM, all Directors will retire and submit themselves for
election or re-election. Bronagh Kennedy and Tim Pullen will offer
themselves for election at the 2024 AGM and for re-election
annually thereafter. As a result of the Board evaluation exercise,
as Chair, I am satisfied that each Director continues to show the
necessary level of commitment to their role and has sufficient
time available to fulfil his or her duties, to justify their re-election.
Approved by the Board and signed on its behalf.
Kevin Boyd
Chair of the Board
12 March 2024
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Chair
Kevin Boyd
Chair of the Nomination Committee
Members
Louise Brooke-Smith
Non-Executive Director
Lisa Scenna
Senior Independent
Director
Shatish Dasani
Non-Executive Director
Bronagh Kennedy
Non-Executive Director
Nomination Committee Report –
Introduction
Dear Shareholder
I am delighted to present the Report of the Nomination
Committee (the Committee) for 2023, reporting on the work
of the Committee during the year.
The Committee plays a crucial role in the governance structures
of the Company in establishing and maintaining the process
for appointing new Board members, ensuring a diverse and
skilled leadership team. It operates independently of Executive
management and effectively assesses the skills needed for
leadership roles, engaging in thorough and transparent
candidate selection processes. There have been numerous
changes to the composition of the Board during 2023, and the
Committee has effectively managed these changes and
successfully recruited and onboarded new Board members.
Matt Pullen stepped down from the Board as Chief Operating
Officer in April, remaining an employee until 30 June in an
advisory capacity, and the Board agreed not to appoint a
successor. This decision was supported by the strategic change
to the structure of the leadership team in the newly expanded
role of Chief Strategy and Sustainability Officer, assumed by
Martin Gisbourne, demonstrating the Company’s commitment
and dedication to the future of its sustainability journey and
the change to the reporting structure for the Business Unit
Managing Directors into the Chief Executive Officer, Joe Vorih.
Paul James stepped down from the Board in September after
five years with the Company as Chief Financial Officer, and on
behalf of the Board and Company, I would like to thank Paul for
his dedication and significant contribution to Genuit Group over
the last five years. Following a rigorous internal and external
search and selection process, Tim Pullen was appointed as
interim Chief Financial Officer in September 2023 and permanent
Chief Financial Officer in November 2023, and we look forward to
working with Tim in his new role. Further detail on the recruitment
and selection process is included in this Report.
Shatish Dasani was appointed as a Non-Executive Director
and Audit Committee Chair in March, as reported in the 2022
Annual Report and Accounts. Mark Hammond retired in October
following the expiration of his nine-year tenure in April, having
agreed to remain in post until October whilst the onboarding of
the new Non-Executive Directors took place. During his nine years
as a Non-Executive Director, Mark played a pivotal role in building
the Group into the successful business it is today, and on behalf
of the Board and Company, I would like to thank him for his
invaluable contribution to the Group and wish him the very
best for the future. Given Mark’s impending retirement from
the Board, the role of Senior Independent Director transferred
to Lisa Scenna in March 2023, and further information about
Lisa’s impact in this role can be found in the Governance Report
on page 88.
Bronagh Kennedy was appointed as a Non-Executive Director
in July, and has a background in Legal, HR, compliance
and regulatory assurance and corporate sustainability.
The Committee agreed that Bronagh’s diverse skillset and
experience complemented the skills, diversity and composition
of the Board following a rigorous selection process.
“The Committee plays a crucial
role in the governance structures
of the Company in establishing
and maintaining the process for
appointing new Board members,
ensuring a diverse and skilled
leadership team. ”
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The Committee has demonstrated its effectiveness in
successfully recruiting and onboarding new members of the
Board, as well as operating a successful succession plan;
identifying the diverse skills and experience required to support
the Company’s strategic direction in keeping with its culture and
purpose, as well as operating an effective induction programme
for new Directors. Further detail about the induction process
is set out in this Report.
Equality, diversity and inclusion continues to be a priority for the
Committee, and the Committee welcomes the new diversity
targets and ‘comply or explain’ approach set by the FCA within
Listing Rules LR 9.8.6R(9) and LR 14.3.33R(1), having previously
stated its commitment to the recommendations of the Parker
Review. The Board’s membership currently comprises 42.8%
women, one Director from an ethnic minority background, and
one senior Board position is held by a female. We can therefore
confirm that the Company complies with the diversity-related
recommendations in the Listing Rules, further detail of which is
included within this Report.
In keeping with Corporate Governance Code requirements,
the senior management succession plan was reviewed and
updated at the Committee meeting in February 2024, following
a robust review process involving senior leaders, the Chief
People Officer and the Group Talent Director. The Chief People
Officer continues to provide invaluable support to the
Committee, having been involved in all Board recruitment
processes and attended all meetings of the Committee.
The Committee will continue to focus on ensuring that individual
Directors and the Board as a whole have the necessary
experience and skills to support the Company’s strategic
direction, as well as the Board’s ability to successfully oversee
the delivery of such strategy. The Board skills matrix supports the
Committee in its succession planning by identifying skills gaps,
and the Committee’s considerations on these matters when
making changes to the Board during the year are set out in
more detail in this Report.
I will be available at the AGM to answer any questions about
the work of the Committee.
Kevin Boyd
Chair of the Nomination Committee
12 March 2024
Nomination Committee Report – Introduction continued
2023 Key Achievements
– Recruitment and appointment of Tim Pullen as Chief
Financial Officer
– Recruitment and appointment of Shatish Dasani as
Non-Executive Director and Audit Committee Chair
– Recruitment and appointment of Bronagh Kennedy
as Non-Executive Director
– Review of enhanced succession planning programme
for senior management
– Facilitated effective and informative induction
processes for newly onboarded Executive and
Non-Executive Directors
Areas of focus for 2024
– Board succession planning for both Executive
and Non-Executive Directors
– Monitoring the Board skills matrix to maintain adequate
balance of skills and experience on the Board
– Continuing to embed the Diversity and Inclusion Policy
throughout the Group
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Nomination Committee Report –
2023 in review
Members and meetings
The Committee comprises Kevin Boyd (the Chair) and all the
Non-Executive Directors, being, Shatish Dasani, Bronagh Kennedy,
Lisa Scenna and Louise Brooke-Smith. In accordance with best
practice, Joe Vorih (Chief Executive Officer) and Clare Taylor
(Chief People Officer) attend the Committee meetings
by invitation only.
The Committee is chaired by the Chair of the Board,
except when considering their own re-election.
All the Committee members are independent, in accordance
with Code Provision 17. Further detail on the members of the
Committee and their attendance at Committee meetings are
set out on page 83. The Company Secretary acts as Secretary
to the Committee.
Under the Committee’s Terms of Reference, the Committee
will normally meet not less than twice a year and at such
other times as the Chair shall require. The Committee held
two scheduled formal meetings during the year under review
and an additional two meetings to discuss and progress the
appointment of the new Chief Financial Officer and two new
Non-Executive Directors.
After each Committee meeting, the Chair reports to the Board
on the main items discussed, as well as reporting on the nature
and content of its discussions, recommendations and actions
to be taken.
Governance
The Committee’s main responsibilities are to:
– evaluate the structure, size and composition (including the
skills, knowledge, experience and diversity) required of the
Board and the Committees;
– give full consideration to succession planning of Directors
and other senior executives; and
– assist with the selection process for new Executive and
Non-Executive Directors including the Chair of the Board.
The Committee’s Terms of Reference explain the Committee’s
role and responsibilities and were reviewed in February 2024
to ensure they remain appropriate and reflect any updates in
Corporate Governance guidance. The Terms of Reference can
be found on the Company’s website, and this Report explains
how the Committee has complied with these in more detail, and
the activities it has undertaken during the 2023 financial year.
In accordance with Code Principle L, the Board and its
Committees are required to be evaluated on an annual basis.
Following the external evaluation of the performance of the
Board and its Committees during 2022, an internal evaluation
was conducted during 2023. This evaluation focused on the
remit of the Committee and how effectively members work
together to achieve the Committee’s objectives. At its meeting
in February 2024, the Committee considered the results of the
review. It was noted by Committee members that promotion
of diversity continued to be a key part of the recruitment
processes, succession planning remained a priority, and that the
Committee was effective and well managed. The Committee
therefore concluded that the evaluation had found the
Committee to be operating effectively and efficiently and
communicating as required with the Board in relation to matters
within its remit, thereby assisting in the Board’s decision-making.
Further details on the internal Board evaluation can be found
on page 90 of the Corporate Governance Report.
The Chair confirms that the Committee has considered the
performance evaluation and the contribution and commitment
of all Directors. The Chair has confirmed to the Board that their
performance and commitment is such that the Company
should support their election or re-election, as appropriate.
In addition, the Board evaluated each Director’s time
commitments, and was satisfied that, in line with the Code, they
each continued to allocate sufficient time in order to discharge
their responsibilities effectively, including attendance at Board
and applicable Committee meetings, as well as time needed
to prepare for meetings, and other additional commitments
that may arise during the usual course of business.
As stated in the Corporate Governance Report, all of the
Company’s Directors will retire and each will offer themselves for
election or re-election at the forthcoming AGM, in accordance
with Code Provision 18. No Director is able to vote in respect
of their own election/re-election when consideration is given
to Director election/re-election at the AGM.
Recruitment and appointment
of the Chief Financial Officer
Our outgoing Chief Financial Officer (CFO), Paul James,
confirmed he would step down from the Board to assume
a new role in a privately owned company having served
on the Board for five years. As a result, a robust recruitment
process took place during the year to appoint an interim
CFO, as well as a permanent successor.
The Committee appointed Odgers Berndtson to assist
in identifying potential interim candidates, and specific
recruitment criteria were provided to support the process.
Three candidates were shortlisted following an interview
process by the Chief Executive Officer and Chief People
Officer, two of whom were also interviewed by Shatish
Dasani. Following the completion of this process and
an additional meeting between the Chair and Mr Pullen,
it was agreed by the Committee that Tim Pullen be
appointed as interim CFO, and a recommendation to this
effect was made to and approved by the Board. It was
agreed that given the nature of the role and the ongoing
recruitment process for a permanent candidate, the
interim CFO position would not be a Board appointment.
Egon Zehnder were appointed to assist in identifying
potential permanent CFO candidates. Specific recruitment
criteria were provided, which included diversity
considerations as well as specific skills, experience
and industry expertise requirements. A longlist of five
candidates were identified by the Committee of which
three, including Mr Pullen, were shortlisted by the
appointed sub-Committee. All members of the
Committee met the shortlisted candidates, and the
Committee then met to discuss these final candidates.
It considered a variety of factors, including each
candidate’s knowledge, skills, expertise and experience,
and agreed that Tim Pullen had the necessary attributes
and skills that were being sought for the role, and
recommended his appointment to the Board as
permanent CFO with effect from 1 November 2023.
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Nomination Committee Report – 2023 in review continued
Role of the Committee
and its activities during the year
Succession planning and tenure
The Committee acts in accordance with the Code and its Terms
of Reference and in considering succession planning, takes into
account the challenges and opportunities facing the Group
and the future skills and expertise needed on the Board using
objective criteria, whilst always continuing to promote diversity
and inclusion. In accordance with Code Principle J and the FRC
Guidance on Board Effectiveness recommendations, a key
activity of the Committee is to keep under review and maintain
an effective succession plan for members of the Board and
senior executives across the Group. The Committee’s
succession planning includes:
contingency planning
for sudden, unplanned and unforeseen
departures, whereby interim cover on
a short-term basis is implemented;
medium-term planning
the orderly replacement of current
Board members and senior executives
(e.g. retirement); and
long-term planning
the relationship between the delivery of the
Company strategy and objectives to the skills
needed on the Board now and in the future.
This approach ensures that the composition of the Board and
senior management team remains appropriately balanced
between new and innovative thinking and longer-term stability.
Management training and development plans are provided to
senior and middle management where appropriate in order to
continue to develop a diverse pipeline of internal talent for the
future. Investing in our leaders is a core element of our strategy
and succession planning, and the Group Talent Director is
responsible for developing talent within the Group and updating
the Board on progress. During 2023, we committed to launching
the Genuit Leadership Programme; a 6-month programme which
will be completed in cohorts through 2024-2026. This programme
consists of assessments, coaching and in-person learning
delivered by an experienced third party. The programme is
designed to support senior leaders across the Group to further
develop their leadership capabilities in core areas, in addition
to enabling individual focus as required. More detail about other
steps taken across the businesses to develop and grow talent
can be found in the People and Culture section on page 43.
As reported in the 2022 Annual Report and Accounts, during
2022 a Group Leadership Team (GLT) talent review was
conducted and the ongoing monitoring of this continued into
2023. This GLT talent review identified 33 employees (51%) falling
into ‘talent invest’ categories of Growth, High Impact and Future
Talent. These are employees where investment in development
will support succession planning and manage retention risk.
The review also provides an opportunity to review diversity of this
strategically important group. The overall GLT population at 29%
female is steadily increasing and continues to track higher than
the total organisation, which is 26% female as at 31 December
2023. It is encouraging to note that 42% of the GLT that fall within
an ‘invest category’ are female which will continue to support
the increase in gender diversity within this group. Further details
on the progress made during the year on diversity and inclusion
is provided later in this Report and in the People and Culture
section as outlined above.
In addition, the Committee considers emergency succession
planning and is comfortable that a framework is in place should
key senior management roles need to be covered on an interim
basis. Board appointment criteria are considered automatically
as part of the Committee’s review of succession planning, and
matters of Director tenure are viewed on a case-by-case basis.
Tenure of Non-Executive Directors
Appointments to the Board are typically made for an initial term
of three years and are ordinarily limited to three consecutive
terms in office, subject to annual re-election by shareholders
at the AGM.
The Committee recognises the recommendations in Principle K
and Provision 19 of the Code in respect of Board tenure of
independent directors, and in accordance with this, a nine-year
tenure is the maximum for any Non-Executive Director appointed
to the Board (with exceptions permitted only with sufficient
explanation and where agreed by the Committee as a whole).
Mark Hammond completed his nine-year tenure during the
year and retired from the Board in October 2023, having agreed
to remain on the Board whilst the onboarding of the new
Non-Executive Directors took place.
Recruitment of Executive
and Non-Executive Directors
The Committee’s role in recruiting Executive and Non-Executive
Directors includes:
– identifying any skills or experience gaps in the composition
of the Board and its current diversity;
– having regard to any such gaps, identifying and nominating
candidates to fill Board vacancies as and when they arise
and recommending them for the approval of the Board; and
– reviewing the time commitment required from Non-Executive
Directors.
The Committee recognises the importance of the time
commitment of each Director to shareholders, and this will
therefore continue to be kept under review for all Directors
during 2024.
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Nomination Committee Report – 2023 in review continued
During the year, the Committee appointed Odgers Berndtson
and Egon Zehnder to assist in identifying potential candidates
to succeed Paul James as CFO, and Korn Ferry to assist in
identifying potential candidates to appoint Bronagh Kennedy
as Non-Executive Director. Odgers Berndtson, Egon Zehnder
and Korn Ferry confirmed their independence on appointment
and that, other than in the case of Korn Ferry, they had no other
connection with the Company or any individual Directors.
Korn Ferry are the appointed advisers to the Remuneration
Committee, but the work carried out in relation to the
appointment of the Non-Executive Directors was carried out
by a team separate to the remuneration advisory team.
Information on the Directors’ service agreements, shareholdings
and share options is set out in the Directors’ Remuneration
Report on pages 134 to 147.
Board skills and experience
The Committee uses a skills matrix when identifying the balance
of skills, knowledge, experience and diversity of the Board for its
evaluation and composition review and succession planning.
The matrix highlights where the capabilities of Directors are
particularly strong, and where there are opportunities to further
grow the Board’s collective knowledge and level of diversity.
The skills of the Board are considered to be appropriate to
provide constructive challenge as well as guidance and support
in order to continue to deliver the Company’s strategy. The skills
matrix of the Board as at 31 December 2023 is included in the
Governance Report on page 87.
Diversity and inclusion
The Committee supports and endeavours to drive increased
diversity in line with Principle J of the Code. It acknowledges
the advantages that come from having diverse viewpoints:
increasing innovation, creativity and strategic thinking,
enhanced problem-solving and a broader understanding of
diverse stakeholder needs. The Company’s recruitment and
appointment strategy is based on the merits of the individual
candidates, without bias towards age, gender, marital or family
status, race, sexual orientation, religion or belief or any disability,
and encourages leaders, employees and our external partners
and stakeholders to make a positive difference through
proactively supporting our diversity and inclusion principles.
Diversity remains a key consideration for the Committee.
As outlined in the 2022 Annual Report and Accounts, the
Diversity and Inclusion Policy was approved in March 2023
and further efforts to integrate and improve diversity have
been implemented throughout 2023. This policy was launched
to all employees during National Inclusion Week, along with
all-employee training. Lisa Scenna, the Senior Independent
Director, participated in the Company’s International Woman’s
Day activities, hosting an engagement session with a group of
10 employees to obtain their feedback on areas of strength,
areas of concern and proposed improvements. This session,
along with various others conducted across the Group, resulted
in the Group’s Maternity and Paternity Policies being reviewed
and updated, effective from January 2024. We are proud of this
Board evaluation and composition
As part of its role in monitoring the composition and structure
of the Board, the Nomination Committee will:
– review the structure, size and composition of the Board
and make recommendations to the Board, as appropriate;
– identify the balance of skills, knowledge, diversity and
experience on the Board;
– review and approve the Group’s diversity policy and evaluate
its effectiveness on a regular basis;
– review the leadership needs of the organisation, both
Executive and Non-Executive, with a view to ensuring the
continued ability of the organisation to compete effectively
in the marketplace and deliver the Company’s strategy
and objectives; and
– review the results of the Board performance evaluation
process that relate to the composition of the Board and
the Committee’s own performance.
Recruitment and appointment of
Non-Executive Director, Bronagh Kennedy
The Committee appointed Korn Ferry to assist in
identifying a new Non-Executive Director, in light of
Mark Hammond’s retirement from the Board during 2023.
Five candidates were shortlisted, all of whom were female,
and these candidates were interviewed by the appointed
sub-Committee. Following this process, the remaining
members of the Committee, as well as the Executive
Directors, met the two preferred candidates proposed
by the sub-Committee. As a result of this process, it was
agreed by the Committee that Ms Kennedy had the
necessary skills and attributes being sought for the
Non-Executive Director role, and the proposal from
the Committee to appoint Ms Kennedy was approved
by the Board.
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Induction process
Following appointment, the Company provides Directors with
a comprehensive and tailored induction programme, which
is personalised to the specific role of each Director drafted
by the Company Secretary and approved by the Chair.
A successful Director’s induction is crucial, as it familiarises
them with the Company’s policies, strategic goals, and
culture, ensuring effective leadership and alignment with
the Group’s purpose. Inductions are based on the following
basic principles:
Welcome and overview
Introduction to key members of the team, fostering early
connections, open communication channels and providing
an insight into the Group’s culture
Brief outline on policies and procedures
Outline of strategic goals and Company purpose
Providing necessary training and resources, details of
external advisors and stakeholders and ensuring Directors
understand the legal and ethical responsibilities
associated with their role
Company facilities and systems
Both Shatish and Bronagh’s first few weeks at Genuit Group
prioritised the scheduling of one-to-one briefings with
individual members of the Executive Management Team and
visiting site facilities to gain an insight into the operational
activities and key strategic priorities within each Business Unit,
led by each Business Unit Managing Director. These briefings,
which provided an early opportunity to meet senior
leadership members, were supported by operational site
visits to provide on-the-ground understanding of the
different businesses across the Group. In addition, each met
with all Non-Executives individually, Group Function heads,
and key external advisors, including the Company’s brokers,
internal and external auditors, and PR advisors.
The induction schedule ensures key topics are covered,
specific to the sustainable long-term success of
the Company. These include:
Strategic overview
Finance and Procurement organisation and priorities
HR and HR transformation programme and priorities
Overview of Sustainable Solutions for Growth strategy,
sustainability, and M&A
Board governance, directors’ duties, legal and company
secretarial responsibilities and priorities
IS organisation and IS transformation programmes
and key priorities
HSE (including occupational health) organisation,
HSE strategy and priorities
Overview of R&D, technical, innovation, digital and
sustainable materials strategy
Nomination Committee Report – 2023 in review continued
development, and the direct engagement with employees
continues to assist us in identifying and making improvements
to our diversity-related policies and procedures. Further
information about the diversity and inclusion initiatives during
the year are included in the People and Culture section of the
Strategic Report on page 44. Diversity requirements form part
of the succession planning framework as outlined earlier in this
Report, as well as forming part of non-negotiable criteria for
any recruitment partners we may engage with. The diagram
overleaf showcases our Board’s composition in line with the
Listing Rule requirements, including gender, ethnicity and
women in senior Board positions, as at 31 December 2023. It also
shows gender diversity at senior management level, being the
Executive Committee and its direct reports. The Committee
supports the FTSE Women Leaders Review target which seeks to
improve Board and senior leadership diversity across FTSE 350
companies, as well as the FRC Board Diversity and Effectiveness
in FTSE 350 Companies. We are proud to confirm that Genuit
Group features as one of the FTSE Women Leaders Review top 10
performers in 2023 for Women in Leadership, as well as ranking
at the top of our sector. The Committee and the Board also fully
support the Parker Review’s ‘One by 2024’ recommendations
and is pleased to confirm compliance with this
recommendation as at 31 December 2023.
By order of the Board.
Kevin Boyd
Chair of the Nomination Committee
12 March 2024
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Nomination Committee Report – 2023 in review continued
FCA Diversity Disclosure Table
Data under LR 9.8.6(10)
In line with LR 9.8.6(10), as at the reference date of 31 December 2023, the composition of the Board and Senior Leadership is as follows:
Gender
Number of Board members
Percentage of the Board
Number of senior positions on the
Board (CEO, CFO, SID, and Chair)
Number in Senior
Leadership positions
1
Percentage of Senior Leadership
Women
3
42.8%
1
11
50%
Men
4
57.3%
3
11
50%
Ethnic Background
Number of Board members
Percentage of the Board
Number of senior positions on the
Board (CEO, CFO, SID, and Chair)
Number in Senior
Leadership positions
2
Percentage of Senior Leadership
White British or other White
6
85.7%
4
22
100%
Mixed/multiple Ethnic Groups
Asian/Asian British
1
14.3%
Black/African/Caribbean/Black British
Other Ethnic Group including Arab
Not specified/prefer not to say
1.
Per the definition above on page 97.
2.
Per the definition above on page 97.
Gender is captured as sex for all employees at the onboarding stage and held on the Company’s secure people data system, Workday. Genuit has 100% completion of sex data for the members
of the Board and Senior Leadership and that is what is used when reporting the above gender diversity data. Recognising that for some, gender identity can differ from that assigned at birth,
all employees are offered the opportunity to volunteer their gender identity directly within the HRIS system, Workday. Ethnicity data is also provided voluntarily and can be offered in the same
way as gender identity. Genuit has voluntary completion of ethnicity data for the members of the Board and executive management and that is what is used when reporting the above ethnicity
data. All information is strictly confidential in accordance with Genuit Group’s Privacy Notice in line with the UK General Data Protection Regulations (UK GDPR and GDPR 2018 and DPA 2018).
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Risk Committee Report –
Introduction
Dear Shareholder
I am pleased to present my first Report of the Risk Committee
(the Committee) for the year ended 31 December 2023,
having been appointed as Committee Chair in November
2023. The Report describes in more detail how the Committee
has fulfilled its role in supporting the Board in overseeing and
advising on future and current risk exposures, and monitoring
the effectiveness of the Group risk management framework.
During 2023, the Committee remained committed to overseeing
and regularly reviewing the Group’s principal and emerging
risks in the context of the macroeconomic environment which
continued to affect the Group and wider economy. Geopolitical
tensions continued to impact Europe and the Middle East, and
we remain vigilant as to the indirect impact this could have on
our wider stakeholders.
Whilst the supply chain challenges seen in 2022 eased during
the year, the cost-of-living challenges continued, and the
increase in inflation as well as the higher interest rates were
matters discussed by the Committee in the context of its risk
management. The risks associated with the impact of these
increased costs on Group operations continued to be mitigated
through the focus on Group purchasing and the simplification
of the business, including the site rationalisation initiatives.
Chair
Tim Pullen
Chair of the Risk Committee
Members
Joe Vorih
Chief Executive Officer
Martin Gisbourne
Chief Strategy and
Sustainability Officer
Clare Taylor
Chief People Officer
Emma Versluys
Group Legal Counsel and
Company Secretary
Steve Durdant-Hollamby
Business Unit Managing
Director (BU MD), WMS
(member with effect
from 1 August 2023)
Steve Currier
Business Unit Managing
Director (BU MD), SBS
(member with effect
from 1 August 2023)
“The Committee’s work in
2023 has strengthened the
Group’s risk management
structure, maintaining its
status as a dedicated forum
to give consideration to risk
management and ensuring
continuous improvement.”
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In the context of recruitment and retention of key personnel, the
Committee kept this under review and remained satisfied that
it was being managed effectively, given the continued focus on
talent succession, employee wellbeing, employee remuneration
and diverse recruitment practices. More information on our
People strategy can be found in the People and Culture section
of the Strategic Report on pages 43 to 46.
Climate remained a key item on the agenda, and the
Committee conducted further quantitative scenario analysis
on key risks and opportunities as part of its obligations under
the Financial Conduct Authority (FCA) Listing Rules and
recommended Task Force on Climate-Related Financial
Disclosures (TCFD). Given our strategic focus on climate-related
growth drivers, we paid close attention to the UK Government’s
review of its regulatory programme. Within the context of the
assessments under TCFD, overall, our assessment was that
these changes would have a minimal impact on our short-term
future revenues or growth. Further details on this are provided
later in this Report and in the TCFD Report on pages 31 to 40.
The Committee continued to receive presentations from
the Business Units (BUs) as well as the Group functions, on a
rotational basis. Each presented the current and emerging
risks specific to their BU or Group function and detailed the
effectiveness of the processes that support the mitigation
of these risks. This oversight will be further enhanced in 2024
with new requirements to report outside of the rotational cycle
on any significant movement in risk registers, as outlined later
in this Report.
As part of its annual cycle, at its meeting in early 2024, the
Committee reviewed, discussed and agreed the final changes
to the Group’s principal risks and uncertainties and emerging
risks prior to submitting to the Board for approval, to ensure
that the reporting of these risks remained current, proportionate
and appropriate. As part of the internal Board evaluation carried
out during the year, the performance and effectiveness of the
Committee was reviewed, and detail on this is set out later in
this Report.
The Committee’s work in 2023 has strengthened the Group’s risk
management structure, maintaining its status as a dedicated
forum to give consideration to risk management and ensuring
continuous improvement. I remain confident that we are well
positioned to meet the challenges and uncertainties that the
macroeconomic challenges and identified operational risks
pose. Details of our principal risks and uncertainties as well as
our emerging risks, which were reviewed at each Committee
meeting, can be found on pages 66 to 73.
I am looking forward to my first full year as Chief Financial Officer
and Chair of the Risk Committee and will be available at the
AGM to answer any questions about the work of the Committee.
Tim Pullen
Chair of the Risk Committee
12 March 2024
Risk Committee Report – Introduction continued
2023 Key Achievements
– Reviewed the Group risk appetite statement
and recommendation to the Board to approve
– Ongoing monitoring of principal risks and
uncertainties, emerging risks, and current mitigation
– Reviewed Business Unit and Group function
risk registers
– Reviewed risk internal controls and management
systems
– Quantitative scenario analysis conducted on identified
significant climate-related risks and opportunities
– Enhanced reporting processes to increase
transparency and awareness of the impact of risks
– Updated Committee Terms of Reference, which
included increased meeting frequency and a
requirement for the Audit Committee Chair to attend
at least once a year
– Reviewed and updated the rolling agenda to ensure
it remains in line with Corporate Governance Code
requirements and recommendations
– Reviewed Committee performance
Areas of focus for 2024
– Continuing to evolve and strengthen our safety
culture, focusing on behavioural safety
– Monitoring progress of communication with our
supply chain to increase assurance over compliance,
security of supply, quality and sustainability
– Review the process of reporting significant
movements by Business Units and Group functions
in current or emerging risks
– Continuing to invest in our people by enhancing
our approach to performance and talent
management and leadership development
to mitigate principal risk
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Members and meetings
Following the departure of the Chief Operating Officer,
Matt Pullen, and the Chief Financial Officer and Committee
Chair, Paul James, the membership of the Committee was
reviewed by the Nomination Committee and Board during
the year to ensure it remained fit for purpose and continued
to have the skills and experience required to perform the roles
and responsibilities within its remit. In particular, the Board
wished to ensure that the operational risk updates continued
to be presented and discussed appropriately following the
decision not to replace the outgoing Chief Operating Officer,
and it was proposed to the Board and agreed that the Business
Unit Managing Directors (BU MDs) be appointed as members
of the Committee to ensure that there was continued and
consistent visibility of operational and other risks at Committee
and Board level. It was also agreed that, given the wholly
executive membership of the Committee, it would be beneficial
for the Audit Committee Chair to attend at least one Committee
meeting a year to ensure the Committee was managing risk
appropriately and effectively, complementing the work of the
Audit Committee, and to provide an independent report to
the Board on the activities of the Committee. The current
Committee membership therefore comprises Tim Pullen,
Joe Vorih, Martin Gisbourne, Clare Taylor, Emma Versluys,
Steve Durdant-Hollamby and Steve Currier. The Group Financial
Controller and the Group Internal Audit Director are invited to
attend all meetings, and Group function heads are invited to
attend and provide an update to the Committee on a rotational
basis. The Assistant Company Secretary acts as Secretary
to the Committee. Accordingly, there are seven members.
Shatish Dasani, Audit Chair, will be invited to attend at least
one meeting during 2024 in accordance with the updated
Committee Terms of Reference.
Risk Committee Report –
2023 in review
In addition to the Risk Committee, the Board’s other Committees manage risks relevant to their areas of responsibility
Board
Overall responsibility for risk management and internal control
Reviews and approves the risk appetite statement prepared by the Risk Committee
– Sets strategic objectives
Risk Committee
Works alongside the Board to set the risk tolerance
levels for the Group in preparing and maintaining
the risk appetite statement
– Monitors and reviews the Group’s risk register
Identifies and evaluates Principal Risks and Uncertainties and
emerging risks, and presents these to the Board for approval and
inclusion in the Annual Report and Accounts, as well as ensuring
they are appropriately monitored, reviewed and managed
– Monitors climate-related risks and opportunities and conducts
further stress testing and scenario analysis as appropriate
Senior Management
– Maintain the Group’s risk registers and implement
the bottom-up approach review of risks
– Manage the Group’s risk management procedures
Monitor the operation and effectiveness of key controls,
and report to the Risk Committee on a rotational basis
Provide guidance and advice to employees in identifying
risk and implementing mitigation plans
Audit Committee
– Monitors assurance and internal
financial control arrangements
– Manages the external audit process
and reviews the auditor’s reports
Remuneration Committee
– Ensures that remuneration and reward
arrangements promote long-term
sustainable performance and retention
of key talent
– Monitors the incentive framework to
ensure it does not encourage Executive
Directors to operate outside the Board’s
risk tolerance
Nomination Committee
– Ensures the Board (and its Committees)
have the appropriate balance of skills,
knowledge, and experience
– Ensures that adequate succession plans
are in place for the Board, Executive
Directors and the wider talent pipeline
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The UK Corporate Governance Code (the Code) Provision 25
requires risk management systems be either reviewed by the
Audit Committee, a risk committee composed of independent
Non-Executive Directors, or the Board. Although the Committee
is comprised solely of Executive Directors and senior
management, it reports regularly on all its activities to the
Board, and the Board is required to approve any changes to the
Group’s risk appetite, principal and emerging risks, the Group’s
risk management structure and climate-related risks and
opportunities. The composition of the Committee enables
meetings to be constructive and effective at reviewing and
discussing the granular detail of risk across Business Units and
the Group as a whole. As noted above, from 2024 the Audit
Committee Chair will attend at least one Committee meeting a
year to ensure adequate independent oversight and to provide
assurance that the Board continues to have appropriate
oversight of the activities of the Committee and the Group’s
risk management processes.
Under the 2023 Terms of Reference, the Committee was
required to meet not less than twice a year and it held three
meetings during the year under review. As part of the annual
review and update of the Committee Terms of Reference,
the minimum number of meetings a year has been increased
from two to four, and this will be implemented during 2024.
Governance
In accordance with Code Principle L and Provision 21, the Board
and its Committees are required to be evaluated on an annual
basis. An external evaluation was conducted in 2022, and
therefore an internal evaluation was conducted during the year
in accordance with the Code requirements. The Committee
evaluation held in December 2023 highlighted that the
executive composition of the Committee remained appropriate,
and that the membership comprised the necessary knowledge
and skills, and as a result was well equipped to manage the
Group’s risk framework on behalf of the Board. Areas for
improvement were noted on the length and frequency of
meetings, and the format of meeting papers. Following the
updates to the Terms of Reference, meetings have been
increased to quarterly for 2024 which will address this area for
improvement, and updated templates have been implemented
to enhance the presentation of principal and emerging risks for
use at each meeting. The effectiveness of these changes will be
monitored in 2024 and reported on in the 2024 Annual Report
and Accounts.
The Committee is responsible for monitoring and reviewing risk
management systems and therefore has oversight of the Group
risk profile and risk appetite as a whole and, unless required
otherwise by regulation, carries out the duties below, reporting
to the Board as appropriate:
– reviews, manages and agrees the risk appetite, tolerance
and strategy of the Group for approval by the Board;
– assists the Board in fulfilling its reporting responsibilities in
the Annual Report and Accounts for risk reporting, including:
– the internal risk management and control systems in place;
– principal risks and uncertainties;
– emerging risks;
– climate-related risks and opportunities and associated
scenario analysis;
– risk appetite and any respective stress testing;
– overseeing and implementing the Group’s and
risk management systems and internal controls;
– reviews the alignment of any identified risks
to Group strategy; and
– supports the Remuneration Committee in ensuring
remuneration policy is aligned to the Group’s risk appetite.
All proceedings of the Committee are reported formally to the
Board by the Chair of the Committee, who reports on the main
items discussed, as well as reporting on the nature and content
of its discussion, making recommendations and proposing
action to be taken or approvals requested. The Assistant
Company Secretary acts as Secretary to the Committee,
and minutes of all Committee meetings are shared with the
Board as part of the Committee Chair’s report to the Board.
The Committee’s Terms of Reference explain the Committee’s
role and responsibilities and were reviewed in November 2023
to ensure they remained appropriate. The Board approved the
proposed updates to the Terms of Reference at its meeting
in December 2023 and a copy can be found on the
Company’s website.
Role of the Committee and its activities
during the year
Ensures adequate and effective risk management
systems and controls, and assesses the
effectiveness of the internal control environment
In accordance with Principle O of the Code, one of the
Committee’s responsibilities is to ensure, on behalf of the Board,
that adequate and effective risk management systems and
controls are in place across the Group. Management of risk is
treated as a critical and core aspect of Group activities, and
whilst the Board has ultimate responsibility for the Group’s
robust risk identification and management procedures, risk
management activities are delegated to the Risk Committee
which is more able to oversee and manage everyday business,
strategic and operational risk. Updates from the Group Internal
Audit Director outlining principal and emerging risks and
reporting timelines are presented at each Committee meeting.
In the event weaknesses in the risk management systems are
identified, plans for strengthening these are discussed and
agreed by the Committee and implemented as appropriate.
Monitoring and progress updates are then provided by the
Group Internal Audit Director, as required.
The Committee also provides recommendations to the Board on
the effectiveness of the internal control environment in relation
to risk management. The Committee’s responsibilities include:
– monitoring and reviewing the effectiveness of the Company’s
risk management and internal control systems;
– reviewing the Company’s procedures in place that manage
or mitigate principal risks and identify emerging risks; and
– reviewing and approving the statements to be included in the
Annual Report and Accounts concerning internal risk controls
and risk management.
Risk Committee Report – 2023 in review continued
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Risk management process
As outlined above, the Board, with the support of the
Committee, is responsible for ensuring that an effective
risk management system is in place. Through ongoing
review during the year, it ensures that it is fit for purpose
and that it operates effectively. It is therefore imperative
that the Committee ensures the Board has a clear view
of the level of risk across the Group in accordance with
the risk management system outlined on page 66 of the
Strategic Report.
Each business and Group function is responsible for
monitoring and maintaining individual risk registers, whereby
each risk is recorded and scored for both impact and
probability, allowing the most significant risks to be identified
and prioritised. The risk management process is prescribed
and organised by the Group Internal Audit Director, who
ensures that each business complies with Group prescribed
mandatory standards. Businesses are required to formally
review their risk register and risk profile at least twice a year.
This requirement extends to climate-related risk, and the
process for reporting and reviewing climate-related risk is
in line with the process above and managed by the Chief
Strategy and Sustainability Officer. The rolling agenda for
Committee meetings was reviewed and updated during the
year to include a requirement for any movement in reported
current or emerging risks to be escalated and notified to the
Committee. This change will be implemented during 2024
and further updates on the effectiveness of this will be
reported in the 2024 Annual Report and Accounts.
To ensure compliance with the Code and to operate
the highest governance standards, the Board remains
responsible for reviewing and approving risk management
and internal control and approves the Group risk appetite
on an annual basis. The Board reviews and approves any
material output of the Committee, which ensures principal
risks and uncertainties and emerging risks are adequately
reviewed and challenged by the Board and support the
setting of overall Group strategic objectives. The Committee
works alongside the Board to set the risk tolerance levels
for the Group by drafting the risk appetite of the Group and
monitoring its implementation to ensure it sets a culture in
line with this. It monitors and reviews the Group’s risk register,
identifies and evaluates principal and emerging risks,
approves climate-related risks and opportunities and
presents these to the Board for approval and inclusion
in the Annual Report and Accounts. It ensures these are
appropriately managed throughout the financial year by
reviewing principal and emerging risks at each Committee
meeting, climate-risk being reviewed a minimum of three
times a year, and the Group risk register reviewed on an
annual basis.
Risk
identification
Risk
response
Risk
monitoring
and
reporting
Risk
assessment
Risk
management
process
Internal risk controls and management systems
The Committee relies on the effectiveness of senior leaders
across the Group to implement its controls and risk
management systems. Despite their recent membership,
BU MDs are still required to present their specific Business Unit
risk register on a rotational basis. This is beneficial in ensuring
all BU MDs are aware of other identified current and emerging
risks across all BUs, which enables the Committee to synergise
mitigations where appropriate and take a consolidated and
high-level approach to managing emerging risks. Group
function heads are also required to present to the Committee
on a rotational basis, and with effect from 2024, all risk register
owners will be required to provide updates at each Committee
meeting on any material changes to their respective risk
registers. Senior leaders are responsible for maintaining the
Group’s risk registers and implementing the bottom-up
approach review of risks. They are ultimately responsible to
the Committee for managing and adequately implementing
the Group’s risk management procedures and monitoring
the operation and effectiveness of key internal risk controls.
They also provide support, guidance and advice to employees
in identifying risk, assessing the likely impact, and proposing and
implementing mitigation plans, which is critical to the effective
operation of the Group’s risk controls and management systems.
Risk registers must be submitted to Group Internal Audit at least
twice a year so that the Group risk register can be updated
every six months. The Group risk register is the consolidation
of all risks considered to be significant at Group level. It is
maintained by the Group Internal Audit Director and is reviewed
and updated by the Committee.
“Principal risks and uncertainties
and emerging risks are
adequately reviewed and
challenged by the Board.”
Risk Committee Report – 2023 in review continued
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Principal
risks and
uncertainties
contains the risks which are classified
as the Group’s main risks that could
have a material impact on the Group’s
performance and prospects, net of
mitigating activities. The principal risks
include a comprehensive overview of the
key controls in place to mitigate the risk
and the potential impact on our strategic
objectives, KPIs and business model.
Emerging
risks
contains the risks which are classified
as those which could potentially
significantly impact our industry and/or
our Group which are evolving and have
a higher degree of uncertainty.
Group risk
register
documents the Group risks, which is
maintained and updated in accordance
with the Group risk management
process and reporting cycle.
Key risk
indicators
are identified and monitored to ensure
the Group adequately monitors and
takes any timely corrective actions.
Business Unit
and Group
function risk
registers
contain the granular and specific risks
associated with each specific Business
Unit and Group function, which contribute
to the Group risk register and any
identified principal or emerging risks.
Maintenance of these is the responsibility
of each Business Unit and function
head and each of them are reviewed
by the Committee on a rotational basis.
Risk rating
As part of the risk assessment process, we estimate the
probability of the risk occurring and the potential quantitative
and qualitative impacts. Risks are rated in accordance with
the Group risk appetite statement.
A simplified version of our risk rating criteria is provided below.
Risks which are then graded on a net basis (after mitigation)
and included in the Group’s principal risks and uncertainties
are contained in the Strategic Report on pages 66 to 72.
Following the Committee’s reviews during the year, the
Committee confirms that it is satisfied that the Group’s
internal risk control and management procedures:
– operated effectively throughout the period; and
– are in accordance with the guidance contained within
the FRC’s Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting.
Probability
1
Rare
2
Unlikely
3
Possible
4
Likely
5
Almost
certain
Impact
5
Catastrophic
4
Major
3
Moderate
2
Minor
1
Insignificant
Evaluate and assess principal and emerging risks
of the Group on behalf of the Board
One of the key responsibilities of the Committee is to assess
principal and emerging risks and monitor these on an ongoing
basis. The Committee reviews these at every meeting as a
standing agenda item and ensures that any principal or
emerging risks which are prevalent are added as individual
agenda items.
The Committee’s role includes:
– assisting in the Board’s assessment of principal and
emerging risks;
– evaluating the Group’s principal risks, to be considered by
the Board when assessing the Company’s prospects; and
– advising the Board on the likelihood and the impact of
principal risks materialising, and the management and
mitigation of principal risks to reduce the likelihood of their
incidence or their impact.
A robust assessment of the principal and emerging risks facing
the Group is performed by the Group Internal Audit Director
following the collation of the Group risk registers. This process
identifies those risks that could threaten future performance
and solvency or liquidity, as well as the Group’s strategic
objectives, over the coming twelve months. Emerging risks
identified across the Group are consolidated in the same way
and identify areas that could indicate an increase to the Group’s
risk exposure. These are discussed by the Committee and
decisions are taken as to their prominence, likely impact,
timescale to impact and whether they should be incorporated
into the consolidated Group risk registers. Any significant
increase in risk or proposed emerging risks or current principal
risks is subject to challenge by the Committee and requires a
robust justification and clear supporting data. Relevant details
are included in the Chair’s report to the Board, and on an annual
basis, principal and emerging risks are submitted in full to the
Board for final approval and inclusion in the Annual Report
and Accounts.
Risk Committee Report – 2023 in review continued
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Principal risks are documented to include a comprehensive
overview of the key controls in place to mitigate the relevant
risk and the potential impact on strategic objectives, KPIs and
business model. Changes to those principal risks which are
disclosed annually can only be made with approval from the
Committee and the Board. Principal risks are presented to the
Committee at every meeting to ensure they are monitored
on an ongoing basis, and the Committee places focus on the
effectiveness of mitigations in reducing the risk. More detail
on the Group’s principal risks and uncertainties and emerging
risks can be found on pages 66 to 73 of the Strategic Report.
Climate
In line with the recommendations in the Task Force on
Climate-Related Financial Disclosures (TCFD) and the FCAs
Listing Rules, the Committee is responsible for monitoring,
assessing and mitigating the impact of climate change on the
Group and the possible effects on its strategy. It is responsible
for ensuring the Board has adequate oversight of these risks
and opportunities and ensures that the impact is adequately
assessed and appropriate mitigations identified, ensuring the
Company is resilient enough to manage these over the short,
medium and long term.
Qualitative analysis was conducted by the Committee to
assist with the completion of its 2022 TCFD disclosure, which
provided further clarity and insight into the impact of those
which had been identified as significant. At its meeting in June,
the Committee approved 2 risks and 2 opportunities to undergo
quantitative scenario analysis, to enable it to understand the
potential financial impact of these on the Group as a whole
and allocate adequate metrics to monitor their movement.
Climate is categorised as a principal risk, as outlined in the
principal risks and uncertainties on page 68, and the qualitative
and quantitative scenario analysis and subsequent monitoring
of the climate risk register has positively contributed to the
accuracy of the controls surrounding climate as a principal risk.
Further detail about the findings of our quantitative assessments
and the monitoring of the qualitative assessments can be found
in our TCFD Report on pages 31 to 40.
Regulatory
As reported in the 2022 Annual Report and Accounts, during the
year the Committee reviewed the impact of regulatory risk and
industry body changes and current mitigating actions. It also
committed to develop, enhance and implement internal
systems to demonstrate regulatory compliance to mitigate
the impact of regulatory risk. The Committee was updated
on the progress of this, which included an update on internal
processes, confirmation of additional training requirements
and the ongoing efforts to raise awareness across the Group of
matters such as the Code for Construction Product Information
and the Building Safety Act, and was satisfied with the progress
of the current mitigations. Further detail about regulatory risk
can be found in the Strategic Report on page 69.
Advises the Board on its risk appetite, tolerance
and strategy as well as ensuring that the Group
is acting in accordance with its approved
risk appetite
The Committee is responsible for:
– advising the Board on the Company’s overall risk appetite,
tolerance and strategy, and the principal and emerging risks
the Company is willing to take to achieve its long-term
strategic objectives; and
– reviewing and assessing the Company’s risk appetite
and associated stress testing.
During the year, the Committee reviewed the risk appetite
statement and submitted it to the Board for review and
approval in accordance with its annual reporting requirements.
The review of the risk appetite statement and risks it is willing
to take to achieve strategic objectives includes:
– reviewing the defined accepted tolerance levels for individual
risks in accordance with the risk appetite statement;
– reviewing risks in the context of the overall strategic direction
of the Group; and
– reviewing and monitoring updates from senior management
about their principal and emerging risks, their approach
to risk management, monitoring and mitigation to ensure
each is aligned with the Group risk reporting structure and
current appetite.
The Committee will continue to ensure it reviews and
mitigates Group risk on an ongoing basis, with transparent
and frequent reporting to the Board to ensure adequate
governance structures remain in place throughout the
upcoming financial year.
By order of the Board.
Tim Pullen
Chair of the Risk Committee
12 March 2024
“The qualitative and
quantitative scenario analysis
and subsequent monitoring
of the climate risk register
has positively contributed to
the accuracy of the controls
surrounding climate as a
principal risk. ”
Risk Committee Report – 2023 in review continued
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Governance
Audit Committee Report –
Introduction
Dear Shareholder
On behalf of the Board, I am pleased to present the Report of the
Audit Committee (the Committee) for 2023, having taken over
the position of Committee Chair from Kevin Boyd, in March 2023.
As noted in the 2022 Annual Report and Accounts, Kevin Boyd
continued to Chair the Audit Committee whilst a process to
appoint a successor continued during early 2023, and as a
result the Company was therefore non-compliant with Provision
24 of the Code with effect from his appointment as Chair of the
Board in November 2022, until my appointment as Committee
Chair on 7 March 2023.
The Committee’s main role is to monitor and review the integrity
of the Company’s financial information. Consequently, it is
responsible for overseeing the financial reporting processes
of the Group and ensuring they are accurate and transparent.
Its key responsibilities include reviewing financial statements,
overseeing the external audit processes and ensuring the
auditor remains independent, monitoring internal controls,
and fostering effective communication between executive
management, the Group’s external auditor and the Board.
The Committee supports the Board in fulfilling its governance
responsibilities, ensuring that the interests of our stakeholders are
properly protected (particularly our shareholders and customers),
specifically in relation to financial reporting. Members of the
Committee are appointed by the Board from its Non-Executive
Directors on the recommendation of the Nomination Committee,
in accordance with the UK Corporate Governance Code
(the Code) requirements and other FRC-related guidance.
During 2023, the Audit Committee placed its focus on the
integrity of the Group’s financial reporting practices, internal
controls, and the quality and performance of the internal and
external auditors, providing challenge to the decisions and
judgements made by management. In addition, a key priority
for the Committee was the completion of the external auditor
tender process. As part of the internal Board evaluations, the
performance of the Risk and Audit Committees was evaluated
(more detail can be found in the Governance Report on page
90, Risk Committee Report on page 102 and Audit Committee
Report on page 108). The results of this evaluation showed that
this separation of responsibilities continued to be effective,
however it was acknowledged that further steps could be
taken to ensure both Committees had effective synergies in
their operations and the deployment of the Group’s strategy,
and therefore it was agreed that I will attend at least one Risk
Committee meeting a year to ensure independent oversight
and effective communication between the two Committees.
We will continue to keep our activities under review and
endeavour to continuously improve our governance structures,
to ensure we comply with all applicable regulations and that
we remain confident that the Company continues to operate
in a controlled and managed way. The main responsibilities
and activities of the Committee are detailed further in this Report.
Chair
Shatish Dasani
Chair of the Audit Committee
Members
Louise Brooke-Smith
Non-Executive Director
Lisa Scenna
Senior Independent
Director
Bronagh Kennedy
Non-Executive Director
“The reviews conducted
during the year provided the
Committee with confidence in
the robustness of the financial
reporting, audit processes
and control environment.”
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Audit Committee Report – Introduction continued
Areas of focus in 2023
2023 proved to be a year of ongoing uncertainty on both
a micro and macroeconomic front, and as a result, the
Committee was required to consider the challenges this
presented and their financial and operational implications.
This Report outlines some of these considerations in more detail.
Areas of focus included the market challenges and uncertainty,
in particular in relation to housebuilding and RMI, higher interest
rates and pent-up boiler and heating system demand.
The Committee considered the resulting implications of these
and other challenges for the interim and full year financial
statements, as well as focusing on self-help measures,
deployment of the Genuit Business System and continued
business simplification to mitigate the impact of the market
conditions. Throughout the year, the Group remained
committed to identifying these challenges quickly, and
proactively mitigating them to the greatest possible extent.
The Audit Committee continued to focus on the implications
of these from a financial and operational perspective, whilst
the Risk Committee focused on managing and mitigating
the risks themselves, enabling both Committees to deal with
the challenges over the last twelve months efficiently and
effectively. Further information in respect of the Risk Committee’s
work and its approach to monitoring principal and emerging
risks is set out in the Risk Committee Report.
The Committee carried out a thorough external audit tender
process during the year in light of the upcoming completion of the
ten-year tenure of its current external auditor, Ernst & Young LLP,
led by myself as the Committee Chair, and involving members of
the senior management team with both finance and non-finance
backgrounds. Further detail on this process is set out in this Report.
The Committee also closely monitored communications
and Group reporting processes, ensuring that progress of the
external and internal audits remained on track throughout the
year, that internal controls remained effective, and that resulting
actions were addressed in a timely manner. The quality of the
output of these reviews relies on transparency of management
and effective reporting and agenda planning to ensure
adequate time is allocated during Committee meetings to
discuss these items in sufficient detail. The reviews conducted
during the year provided the Committee with confidence
in the robustness of the financial reporting, audit processes
and control environment. The internal audit plan continued
to operate effectively, and continues to evolve to reflect the
changing needs of the Group.
As part of its responsibilities under its Terms of Reference,
the Committee is required, on behalf of the Board, to oversee
the process for determining whether the Annual Report
and Accounts, when taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for shareholders to assess the Group’s financial position and
performance, business model and strategy. The judgements
and factors the Committee considered when reviewing the
2023 Annual Report and Accounts are outlined on page 109,
as well as its conclusions in this regard.
As a result of its work undertaken during the year and taking
into account the feedback from the Board and Committee
evaluation (further details are set out on page 108), the
Committee considers that it has acted in accordance with
its Terms of Reference and has ensured the independence,
objectivity and effectiveness of the external and internal
auditors. This Report outlines some of the main activities
of the Committee during the financial year.
I would like to thank my Committee and Board colleagues for
their work and support during the year to enable a seamless
transition of Chairship from Kevin to myself, and look forward
to working to make continuous improvements during 2024.
I will be available at the AGM to answer any questions about
the work of the Committee.
Shatish Dasani
Chair of the Audit Committee
12 March 2024
2023 Key Achievements
– Reviewed the year-end financial statements including
key judgements, estimates and assumptions
– Transitioned a new Audit Committee Chair
– Oversaw the external audit tender process
and successfully recommended an auditor
for appointment
– Oversaw transition of internal audit arrangements to
newly appointed Director of Internal Audit supported
by external co-source provider
Areas of focus for 2024
– Obtain assurances that key business controls remain
effective following the internal Group restructuring
as part of strategy deployment
– Continue enhancing effectiveness of risk and
assurance function, including a review of structure
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Remuneration
Strategic Report
Governance
Members and meetings
The Committee comprises four Non-Executive Directors,
being Shatish Dasani, Lisa Scenna, Bronagh Kennedy and
Louise Brooke-Smith. During the year, Kevin Boyd stepped down
as Chair of the Committee and Shatish Dasani was appointed
as Chair from 7 March 2023. All Committee members are
considered to be independent in accordance with the UK
Corporate Governance Code.
In accordance with the requirements of Provision 24 of the Code
and the FRC’s guidance on Audit Committees, Shatish Dasani
is designated as the Committee member with recent and
relevant financial experience. He has extensive experience
of the financial reporting requirements of FTSE companies,
required compliance for public companies and of dealing with
internal and external auditors having had a career in financial
roles over 30 years as a FTSE Chief Financial Officer and as a
current Audit and Risk Committee Non-Executive Directorships.
All other members of the Committee are deemed to have
the necessary ability and experience to understand financial
issues given their mix of skills and backgrounds, and the Audit
Committee as a whole has competence relevant to the sector
in which the Group operates. The Committee is confident that
its composition, balance and expertise provides shareholders
with the confidence that the financial reporting and control
processes of the Group are subjected to the appropriate level
of independent, robust and challenging oversight.
The Committee discharges its responsibilities through a series
of scheduled meetings during the year. Each meeting has a
formal agenda which is linked to the events in the financial
calendar of the Group. Attendees at each of the meetings
include the Committee members as well as, by invitation,
the Chair of the Company, the Chief Executive Officer, the Chief
Financial Officer, the Group Internal Audit Director, the Group
Financial Controller, the external auditor, Ernst & Young LLP,
and Grant Thornton UK LLP who provide specific internal audit
services to the Group. The Company Secretary is also Secretary
to the Committee.
The Committee held four formal meetings during the year.
In accordance with best practice, the Committee met regularly
with the Ernst & Young LLP lead audit partner without executive
management being present. The Committee also met with the
Group Internal Audit Director and Grant Thornton UK LLP without
executive management being present.
Governance
The responsibilities of the Committee are set out in its Terms of
Reference. The Terms of Reference are reviewed on an annual
basis to ensure they remain appropriate and reflect any
changing governance requirements and recommendations,
with any relevant updates made accordingly. The Committee
Terms of Reference were reviewed and approved in October
2023 and are available on the Company’s website. One of the
Committee’s responsibilities is to ensure it adequately reports
to the Board on how it has discharged its responsibilities under
these Terms of Reference.
In accordance with best practice, the effectiveness of the
Committee was evaluated this year as part of the internal
Board and Committee evaluation. This evaluation involved
an anonymous questionnaire to encourage open feedback,
ensuring the evaluation provided a valuable feedback
mechanism for identifying concerns, improving effectiveness
and highlighting areas for further improvement. There was
also the opportunity at the end of the questionnaire to detail
strengths and areas for improvement, to allow the Committee
to have a broader understanding of its effectiveness outside
of the structured questions. At its meeting in December 2023,
the Committee considered the results of the internal evaluation
and concluded that it had found the Committee to be
continuing to operate efficiently and effectively. Responses to
the questionnaire showed that the Committee was unanimous
in its view of the effectiveness of all functions of the Committee.
Part of the feedback included a recommendation for more
convergence with the Risk Committee, and this has been
implemented following the update to the Risk Committee
Terms of Reference to include the requirement for the Audit
Committee Chair to be invited to attend at least one of the
scheduled meetings. The results of the evaluation provided the
Board with a high level of assurance that key issues are being
dealt with appropriately.
As part of the process of working with the Board to carry out its
responsibilities and to maximise its effectiveness, meetings of
the Committee normally take place prior to the Board meetings,
and the Chair of the Committee will then provide an update
to the Board on the Committee’s discussions and decisions.
Details of the role of the Committee and its activities in the year
are set out in the remainder of this Report.
Audit Committee Report –
2023 in review
“Its composition, balance and
expertise provides shareholders
with the confidence that the
financial reporting and control
processes of the Group are
subjected to the appropriate
level of independent, robust
and challenging oversight.”
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Remuneration
Strategic Report
Governance
Role of the Committee and its activities
during the year
Independent oversight of reporting procedures
and financial statements
The Committee’s role in overseeing reporting procedures
and financial statements includes:
– monitoring the integrity of the financial statements of the
Group including its annual and half-yearly reports, trading
updates, results announcements and any other formal
announcements relating to its financial performance;
– reviewing significant financial reporting matters and
judgements; and
– reviewing the content of the Annual Report and Accounts
and advising the Board on whether, taken as a whole, it is fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Group’s financial
position and performance, business model and strategy.
When approving the Group’s interim and final results
announcements, Committee meetings are scheduled prior to
the Board meetings to allow the Committee to fully consider the
financial reporting judgements made by management, prior to
submitting to the Board for approval. The Committee considers
the principal accounting policies that are used when preparing
results as well as reviewing the significant accounting issues
and areas of judgements made as noted below and other key
areas of focus. The Committee receives regular reports from the
Chief Financial Officer and Group Financial Controller to support
this work. The Committee’s considerations are made through a
review of the accounting papers and financial reports prepared
and presented by management as referred to above, and
reports prepared and presented by the Group’s external auditor.
Fair, balanced and understandable
A key requirement of the financial statements is that they are
fair, balanced and understandable (FBU). These principles aim to
ensure that the financial statements accurately and fairly reflect
the financial position and performance of the Group, and that
they are presented in a clear and concise manner. To enable
the Committee to reach a conclusion as to whether the Annual
Report and Accounts meet with these principles, it is reviewed
and assessed by the Committee in detail, together with a report
from management on the application of these principles in the
preparation of the Annual Report.
As part of this assessment, the Committee considers and
reviews the disclosures and the processes and controls
underlying its production. Its responsibility is to ensure that it
correctly reflects the Company’s performance in the reporting
year in a clear and concise manner in line with the FBU
principles, as well as ensuring there is consistent formatting
and terminology throughout. The Committee undertakes
this review with both management and the Group’s external
auditor and concentrates on ensuring compliance with the
relevant financial and governance reporting requirements.
Further details on the FBU process can be found in the
Corporate Governance Report on page 91.
Following the Committee’s assessment of the Annual Report
and Accounts, it concluded and was able to recommend
to the Board that the Annual Report and Accounts is fair,
balanced and understandable.
Viability Statement
The Viability Statement is a longer-term view of the sustainability
of the Company’s proposed strategy and business model,
considering wider economic and market developments as well
as giving a clearer and broader view of solvency, liquidity and
risk management. Its purpose is to provide assurance to
shareholders that the Group is financially stable and capable
of meeting its financial obligations over a longer period of time.
The Committee considered and challenged the current Viability
Statement during the year, as well as the current three-year
period and relevant stress testing, and remained of the opinion
that this continued to be appropriate. Part of its assessment of
the Viability Statement involved considering the risk scenarios
presented, the sensitivities for the impact of the combined risks,
the reverse stress testing, and the available headroom after
applying the sensitivities. The full statement can be found in the
Directors’ Report on page 113, which contains further detail on
the process, assumptions and testing which underpin it.
Going concern
In determining whether the Group can continue to adopt the
going concern basis, the Committee considers and reviews the
Group’s overall resources for the foreseeable future covering a
period of at least 21 months. Following this review, the Committee
agreed that the forecasts presented were reasonable, and
therefore the Annual Report and Accounts have been prepared
on a going concern basis. The going concern statement for the
Group can be found in the Directors’ Report on page 113.
Financial reporting
The significant financial reporting risks reviewed by the
Committee in respect of the year under review were as follows:
– Revenue recognition and customer rebates – the Committee
considered the operating effectiveness of controls
surrounding revenue recognition and management’s
assessment and recognition of customer rebate liabilities
at the half year and year end.
– Impairment of non-financial assets – the Committee
considered a detailed report prepared by management setting
out the assumptions used in determining whether goodwill,
other intangible assets or property, plant and equipment
required impairment. This included a review of the discount
rate and growth factors used to calculate the discounted
projected future cash flows, the sensitivity analysis applied,
and the discounted projected future cash flows used to
support the carrying amount of the goodwill.
– Classification of non-underlying items – the Committee
considered a report prepared by management setting out
the basis and assumptions used in determining income and
expenses as underlying or non-underlying at the half year
and the year end.
The Committee is also responsible for considering the impact of
new financial reporting standards and legislative requirements
on the Group, reviewing the Group’s tax strategy and
recommending the Report of the Audit Committee for approval
by the Board. All these activities were completed during the year
and implemented as appropriate.
Audit Committee Report – 2023 in review continued
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Remuneration
Strategic Report
Governance
Selection and supervision of independent auditor
The Committee’s responsibility for selecting and supervising
internal and external independent auditors includes:
– assisting the Board with the discharge of its responsibilities
in relation to internal and external audits;
– overseeing the relationship with the external auditor including
their appointment, reappointment and/or removal; approval
of the scope of the annual audit, their remuneration and
the terms of engagement; monitoring and reviewing their
independence and objectivity, considering the effectiveness
of the audit process and reviewing the extent of non-audit
services performed; and
– monitoring and reviewing the effectiveness of the Group’s
internal audit function in the overall context of the Company’s
risk management system and the work of the compliance
and finance functions and the external auditor.
Internal control and internal audit
As reported in the 2022 Annual Report and Accounts, following a
review of the three-year internal audit programme, during 2023
the Group continued to progress the internal audit transition
plan from Grant Thornton UK LLP (who historically carried out
the internal audit work), to the Group Internal Audit Director.
An Internal Audit Charter was created to govern the function
and provide guidance, purpose and clarity to the Group Internal
Audit Director as to the scope and objectives of the function.
Internal audit as a function spans the whole Group including
(as and when relevant) acquired businesses, and provides
independent and objective assurance over the Group’s
systems of internal controls through a risk-based approach.
The Committee reviews and approves the scope and
resourcing of the internal audit plan annually, and during the
year reviewed its 2023 Internal Audit plan which included key
topics such as cyber security, sales rebates and third-party risk.
Part of the function’s role is to conduct independent site visits
to review key accounting controls and measures, and to
incorporate other compliance checks as appropriate. This
began during 2023 and will be fully implemented during 2024.
A fraud risk assessment was conducted as part of the ethics
and compliance audit checks, and the three-year rolling plan
was refreshed and reviewed by the Committee to ensure it
adequately covered principal risks and key accounting controls.
The Committee acts as independent oversight, regularly
considering the internal audit plan, internal audit reports and
action tracker, and reviewing and challenging the internal audit
results and reports as well as the adequacy of management’s
responses and proposed resolutions.
The Risk Committee has responsibility for risk management on
behalf of the Board, and therefore details of how risk is assessed,
managed and controlled as well as an outline of its purpose in
the governance structure of the Group can be found in the Risk
Committee Report on page 103. Details of the Group’s principal
risks and uncertainties and emerging risks can be found in the
Strategic Report on pages 66 to 73.
External audit tender
Governance
As part of the invitation to tender, the Committee outlined the
criteria that the external audit firms would be assessed against,
further detail of which is outlined below. During the tender
process, individuals from the Company initially met with the
tender parties, and the Committee approved the establishment
of a review panel comprising the Committee Chair, Chief
Financial Officer, Group Financial Controller, two Business Unit
Finance Directors and the Group Legal Counsel and Company
Secretary. To ensure full transparency and independence of
thought, the panel independently scored and reviewed the
proposals from the tender parties against an evaluation form,
and an internal feedback session with the panel took place
where these evaluation forms were shared and amalgamated.
Delegation of Authorities matrix
As part of its mechanisms for internal control, the Group
has a Delegation of Authorities (DOA) matrix which acts
as a resource to clarify and document the responsibilities
and authorities of individuals across the Group. It helps
avoid confusion, enhance communication and establish
a clear structure for decision-making and task execution.
It serves as an effective internal control by defining and
assigning responsibilities, establishing accountability,
preventing unauthorised actions and ensuring proper
checks and balances. It reduces the risk of fraud, errors
and misuse of resources. The Company undertook
a detailed review during the year following the
reorganisation of the Group into its three Business Units,
to identify any adjustments necessary to maintain
effective internal control. The review process included
contributions by the Executive Management Team and
was driven by the Group Financial Controller, and following
various levels of input, was reviewed and approved by
the Board and formally issued across the Group for
implementation during the year.
External audit appointment
As reported in our 2022 Annual Report and Accounts, in
accordance with the Code, the Competition and Markets
Authority (CMA) and the EU Audit Directive, the Company
disclosed the decision to commence a tender process
for the appointment of the external auditor during 2023.
Following a rigorous and detailed process as outlined
below, the external audit tender results in the proposal,
subject to shareholder approval at the 2024 Annual
General Meeting on 28 May 2024, to reappoint Ernst &
Young (EY) LLP as the Company’s external auditor.
In accordance with current professional standards,
the external auditor is required to change the lead
audit partner every five years in order to protect auditor
independence and objectivity. Ernst & Young LLP were
awarded the external audit in 2012 following a competitive
tender process.
The lead audit partner was last rotated in 2022,
and the senior audit manager was rotated in 2019
following completion of the 2018 full-year audit.
The next scheduled year for lead audit partner
rotation is 2027.
Audit Committee Report – 2023 in review continued
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Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Process
The process took place during 2023, which ultimately resulted in EY being chosen as the Group’s external auditor for the year ending 31 December 2024, subject to shareholder approval at the 2024 AGM.
1
2
3
4
5
6
Four audit firms were formally approached
with a request for information.
The invitation to tender included a detailed
criteria schedule by which the Committee
would assess their suitability for
appointment, which covered:
the firm’s approach to ensuring
overall quality;
the quality and experience of the lead
audit partner, team and firm and their
ability and track record of challenging
management and delivering audit quality;
service delivery, including value add
from the audit;
the culture and reputation of the audit
firm; and
performance during the
proposal process.
Virtual data rooms
were opened to
allow for the secure
population and
collation of relevant
documents.
The review panel
held meetings with
each of the firms
at the Company
Head Office in
Leeds, and each
was given several
opportunities to
ask questions of
the Group Financial
Controller.
The tender
documents
submitted were
reviewed by the
review panel
in advance of
the final tender
presentations.
Final tender
presentations were
submitted by the
parties at the end
of September.
Final presentations
were given by all
four firms at the
Company’s Head
Office in Leeds,
and the data room
was closed and
archived at the end
of October following
the completion of
final presentations.
A final grading
of each firm
took place by
the review panel
through use of
amalgamation
of the evaluation
forms, with
a recommendation
being made to
the Committee.
The Committee considered the review
panel’s preference and, after debating the
merits of each firm, recommended to the
Board that Ernst & Young LLP be appointed
as external auditor for the year ending
31 December 2024. The recommendation
was free from influence by a third party and
no contractual term of the kind mentioned
in Article 16(6) of the Audit Regulation has
been imposed on the Company whereby
there would be a restriction on the choice
to certain categories or lists of audit firms.
The Board approved this recommendation
in November 2023.
Audit Committee Report – 2023 in review continued
Effectiveness and independence
A review of the external Auditor’s performance and effectiveness
is undertaken by the Committee each year. In respect of the 2023
full-year audit, EY LLP confirmed its independence in October
2023 and March 2024 as it presented to the Committee on its
determination of independence, to enable the Committee to
fully, and appropriately, assess its independence. This review
includes considering qualification, expertise, resources and
reappointment of the external auditors, as well as ensuring
that no issues have arisen which may adversely affect their
independence and objectivity. The review also considers how
robust the external audit has been, as well as the quality of
delivery. It also assesses how well the external auditors has
exercised professional scepticism and whether they have
provided an appropriate degree of constructive challenge to
management. Following this review, the Committee concluded
that the external auditor remained independent.
Non-audit services
The Group’s non-audit services policy restricts the external
auditor from performing certain non-audit services in
accordance with the Revised Ethical Standard 2019 issued by
the FRC. All non-audit services proposed to be performed by
the external auditor must be pre-approved and sponsored
by a senior executive with a detailed written recommendation
including: the nature and scope of the proposed service,
the supplier selection process and criteria, the chosen supplier
and selection rationale, the relationship of the individual within
the external auditor to perform the proposed service with those
undertaking the audit work, a fee estimate and the category
of non-audit service, if relevant. In addition, the external auditor
must provide a written statement of independence approved
by the lead audit partner. All non-audit services proposed to be
performed by the external auditor with a fee estimate in excess
of £10,000 must also be pre-approved by the Committee.
This policy and approach further enhances auditor objectivity
and independence, and was reviewed by the Committee at
its meeting in October 2023. There were no exceptions to this
policy during 2023.
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Remuneration
Strategic Report
Governance
Audit Committee Report – 2023 in review continued
2022 Financial Statements
During 2023, EY’s audit of the Group’s 2022 financial statements
was selected for review by the FRC’s Audit Quality Review (AQR)
team. The Committee considered the scope of the AQR review,
the findings from the final report from the AQR, together with EY’s
responses and their proposed future actions. In addition, the
Audit Committee Chair and Audit Partner discussed the final
report, and the Audit Committee Chair also met with the AQR
directly to understand their key findings and recommendations.
Based on its overall review and consideration of the AQR report,
the Committee is satisfied that the comments raised by the
AQR have been incorporated into the work carried out by the
external auditor and the audit continues to be effective.
In November 2023, the Company received a letter from the
FRC to inform the Company that they had carried out a review
of the Group’s Annual Report and Accounts for the year ended
31 December 2022 in accordance with Part 2 of the FRC’s
Corporate Reporting Review Operating Procedures. In its letter,
the FRC raised questions to help them understand aspects of
the Group’s goodwill impairment testing and related sensitivity
analysis. It also set out, in an appendix to the letter, further
observations on certain disclosures in the financial statements
which we were encouraged to take into account when
considering improvements in future reporting. The FRC was
satisfied with the Company’s response to the questions raised
and the matter was closed in December 2023. Enhanced
disclosures in relation to impairment testing and associated
sensitivities have been included in the consolidated financial
statements for the year ended 31 December 2023. In addition,
the further observations made by the FRC have been
considered and, where relevant, addressed through enhanced
disclosures in the consolidated financial statements.
The letter explained that the FRC’s review was based solely
on the Annual Report and Accounts and did not benefit from
detailed knowledge of our business or an understanding of
the underlying transactions entered into. It also explained that
the review did not provide assurance that the Annual Report
and Accounts were correct in all material respects; the FRC
confirmed that its role was not to verify the information provided
but to consider compliance with reporting requirements.
The FRC accepts no liability for reliance on them by the
Company or any third party, including but not limited to
investors and shareholders.
Fraud, compliance, whistleblowing,
and UK Bribery Act
As part of its roles and responsibilities, the Committee monitors
and reviews internal controls in the context of ethics and
compliance, with the aim of strengthening governance systems
across the Group.
Whistleblowing
In accordance with Principle E of the Code, a company’s
workforce should be able to raise any matters of concern
and should be able to do so with confidence. The Committee
recognises the importance of effective whistleblowing policies
as being a key tool to strengthen governance and mechanism
for ensuring internal control. The Committee ensures a reliable
system is in place to identify and correct any unlawful or
unethical conduct, and is responsible for ensuring adequate
reporting tools and policies are in place. It regularly reviews the
arrangements whereby all of the Group’s employees may, in
confidence, raise concerns about illegal, unethical or improper
behaviour or other matters and ensures that these concerns
are investigated and escalated as appropriate. As part of this,
it monitors any reported incidents under its whistleblowing
policy, and via the third party reporting provider.
The Whistleblowing Policy is accessible across the Group as
a standalone policy and sets out the procedure employees
should follow to raise legitimate concerns about any wrongdoing
in financial reporting or other matters such as:
– something that could be unlawful;
– a miscarriage of justice;
– a danger to the health and safety of any individual;
– damage to the environment; and
– improper conduct.
The anonymous hotline and online reporting tool support the
internal processes and enable employees to feel confident
to freely report any concerns they may have. During the year,
the Company Secretary provided regular updates to the
Committee on any reports received via the third party reporting
line, and the action taken, where required, to address the
concerns raised. The Group will continue to monitor any national
laws that implement additional, relevant requirements and
make any required changes to policies and procedures
where appropriate.
Fraud and the UK Bribery Act
As part of its commitment to drive a workplace which promotes
honesty, integrity and good ethical practices, the Committee
is also responsible for reviewing the Group’s compliance
procedures for detecting fraud and the systems and controls
in place to prevent a breach of anti-bribery legislation.
The Committee receives an annual update on the effectiveness
of the ethics and compliance policies in place across the Group,
as well as reviewing and approving any updated versions of
these policies. These must be adhered to by all employees and
are aimed at reducing the risk of fraud occurring. The Group is
committed to a zero-tolerance position with regard to bribery,
and during the year the Anti-Bribery and Corruption Policy was
updated and distributed to all employees, regardless of their
possible risk of exposure. A new online training module was
launched for all PC-users, and short classroom training sessions
for non-PC users were completed across the Group. The drive
to increase awareness will ensure that the Company fosters
an environment whereby every employee takes responsibility
and feels empowered to ensure the zero-tolerance position
is upheld and there are no breaches of anti-bribery legislation.
The Group will continue to request biannual confirmations from
relevant individuals stating that they have complied with the
Group’s policy. Refresh training will be reissued on a biennial
basis, with all new starters being required to complete on
commencement of employment.
Cyber and information security
The Committee is responsible for ensuring adequate cyber and
information security protections are in place across the Group.
The Committee received regular cyber security updates from
the Group IS Director throughout the year, in addition to those
received by the Board as a whole. The Committee remains
satisfied with the ongoing investment and commitment to
robust cyber defences. To complement the updates and
investments within cyber security, data protection and
information security was also of particular focus for the relevant
management teams across the Group. Updates were made
to the structure of the Group data processing registers and
simplified through the use of an online system which allows
designated employees to maintain, update, change or add
any new personal data processing activities on a regular basis.
By order of the Board.
Shatish Dasani
Chair of the Audit Committee
12 March 2024
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Directors’ Report
The Board has determined that a three-year period to
31 December 2026 is the most appropriate period of assessment.
Whilst the Board has no reason to believe the Group will not
remain viable over a longer period, three years has been
chosen as this aligns with the Group’s Strategic Review and is
considered the period over which it has reasonable visibility of
the market and industry characteristics to be able to develop
reasonable forecasting assumptions and perform a realistic
viability assessment.
The Board carried out a robust assessment of the principal risks
facing the Group, including those that would threaten its business
model, future performance, solvency, or liquidity. In performing
scenario analysis, the Directors have assumed the Group’s
banking facilities and Sustainability-Linked Loan revolving credit
facility agreement of £350.0m with a £50.0m uncommitted
accordion facility which expires in August 2027 will continue to be
available. Further, they have assumed the separate agreement
for private placement loan notes of £25.0m will be repaid at the
end of their full term in August 2029. Within the base case
scenario, the Directors have assumed that the Group’s volumes
will move in line with industry forecasts and inflationary pricing.
The Directors believe that the Group is well placed to manage
its business risks successfully, having considered the current
economic outlook. In their assessment of the viability of the Group,
the Directors have considered 6 scenarios each considering the
impact of one of the Group’s principal risks and uncertainties,
detailed on pages 66 to 72 of the Strategic Report. In addition, the
Directors have considered a combined scenario which reflects
the impact of multiple risks. The most severe scenario considers
the impact of both a recession, with a similar impact to that of
the 2007 to 2010 Global Financial Crisis, and a delay in recovering
increases in raw material costs of 25% from customers. Even
under these scenarios the Group would not be required to pursue
any of its available mitigating actions in order to avoid a breach
of covenants or exhaust available liquidity. Notwithstanding the
Directors’ expectation that they would not need to pursue
mitigating actions, they have identified the reduction of capital
expenditure and dividend payments as the two most significant
mitigations. The Board included this in its assessment of the
viability of the Group. The Directors have considered the potential
impact of climate change on the viability assessment, particularly
in the context of the risks and opportunities identified in the Task
Force on Climate-Related Financial Disclosures Report on pages
31 to 40 of the Strategic Report. The Directors do not currently
expect any material short- and medium-term impacts under the
scenarios modelled that could not be mitigated, and climate
change presents a number of opportunities for the Group which
are built into the Group’s strategy. The risks over the longer term
The Company
Genuit Group plc is a public company limited by shares,
incorporated in England and Wales, with registered number
06059130. Since 16 April 2014, the Company has been listed
on the premium segment of the London Stock Exchange.
While the Group operates predominantly in the UK, it does have
operations in Ireland, Italy, the Netherlands and the Middle East.
Strategic Report
The Companies Act 2006 requires the Company to present
a fair review of the development and performance of the
Group’s business during the financial year and the position of
the business at the end of that year. This review is contained
within the Strategic Report on pages 2 to 72. The principal
activities of the Group are described in the Strategic Report
on pages 16 to 48.
Financial risk management
The Group’s financial risk management objectives and policies,
including information on financial risks that materially impact
the Group and financial instruments used by the Group (if any),
are disclosed in Note 29 to the Group’s consolidated financial
statements on pages 188 to 190.
Viability Statement
In accordance with Provision 31 of the Code, the Directors have
assessed the prospects of the Group over a longer period than
that required by the ‘going concern’ provision.
are more uncertain and the Directors will continue to assess
these risks against key areas of judgement and estimations
made within the Group’s Annual Report.
Accordingly, the Board believes that, considering the Group’s
current position, and subject to the principal risks faced by
the business, the Group will be able to continue in operation
and to meet its liabilities as they fall due for the period up
to 31 December 2026, being the period considered under
the Group’s current three-year strategic plan.
Going concern statement
The Directors have made enquiries into the adequacy of the
Group’s financial resources, through a review of the Group’s
budget and medium-term financial plan, including cash flow
forecasts. The Group has modelled a range of scenarios,
with the base forecast being one in which, over the 24 months
ending 31 December 2025, sales volumes grow in line with or
moderately above external construction industry forecasts.
In addition, the Directors have considered several downside
scenarios, including adjustments to the base forecast, a period
of significantly lower like-for-like sales, profitability and cash
flows. Consistent with our principal risks and uncertainties, these
downside scenarios included, but were not limited to, loss of
production, loss of a major customer, product failure, recession,
increases in interest rates and increases in raw material prices.
Downside scenarios also included a combination of these risks
and reverse stress testing. The Directors have considered the
impact of climate-related matters on the going concern
assessment and they are not expected to have a significant
impact on the Group’s going concern.
At 31 December 2023, the Group had available £230.0m of
undrawn committed borrowing facilities in respect of which
all conditions precedent had been met. These borrowing
facilities are available until at least August 2027, subject to
covenant headroom. The Directors are satisfied that the Group
has sufficient liquidity and covenant headroom to withstand
reasonable variances to the base forecast, as well as the
downside scenarios. In addition, the Directors have noted
the range of possible additional liquidity options available
to the Group, should they be required.
As a result, the Directors have satisfied themselves that
the Group has adequate financial resources to continue in
operational existence for a period of at least the next 21 months.
Accordingly, they continue to adopt the going concern basis
in preparing the consolidated financial statements.
Statutory and other information
Introduction
The Directors present their Annual Report and Accounts for
the year ended 31 December 2023. In accordance with the
Companies Act 2006 as amended, and the Listing Rules
and the Disclosure Guidance and Transparency Rules, the
Reports within the Governance section of the Annual Report
and Accounts should be read in conjunction with one
another, and with the Strategic Report. As permitted by
legislation, some of the matters normally included in the
Directors’ Report have instead been included in the
Strategic Report (pages 2 to 72) as the Board
considers them to be of strategic importance.
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Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Directors’ Report continued
Directors
The current Directors’ biographies are set out on pages 78
and 79. In accordance with the Code, each Director will retire
annually and put themselves forward for re-election at each
AGM of the Company. Tim Pullen and Bronagh Kennedy joined
the Board on 1 November 2023 and 3 July 2023 respectively
and will offer themselves for election at the 2024 AGM, and for
re-election annually thereafter.
Appointment and replacement of Directors
The rules about the appointment and replacement of Directors
are contained in our Articles of Association (the Articles).
They provide that Directors may be appointed by ordinary
resolution of the members or by a resolution of the Directors.
Directors must retire and put themselves forward for election
at the first AGM following their appointment and every third
anniversary thereafter. However, the Directors wishing to
continue to serve as members of the Board will seek re-election
annually in accordance with the Code.
Details of the Non-Executive Directors’ letters of appointment
are given on page 88 under ‘Appointment and tenure’.
The Executive Directors have service contracts under which
12 months’ notice is required by both the Company and the
Executive Director.
Powers of Directors
The general powers of the Directors set out in Article 104 of
the Articles provide that the business of the Company shall be
managed by the Board which may exercise all the powers of
the Company, subject to any limitations imposed by applicable
legislation or the Articles.
The general powers of the Directors are also limited by any
directions given by special resolution of the shareholders
of the Company which are applicable on the date that any
power is exercised.
Compensation for loss of office
The Company does not have arrangements with any
Director that would provide compensation for loss of office or
employment resulting from a takeover, except that provisions
of the Company’s share plans may cause options and awards
granted under such plans to vest on a takeover. Further
information is provided in the Directors’ Remuneration Report
on page 132.
Directors’ indemnity arrangements
Directors and officers of the Company are entitled to be
indemnified out of the assets of the Company in respect of any
liability incurred in relation to the Company or any associate
Company, to the extent the law allows. In this regard, the
Company is required to disclose that, under Article 224 of the
Articles, the Directors have the benefit of an indemnity, to the
extent permitted by the Companies Act 2006, against liabilities
incurred by them in the execution of their duties and exercise
of their powers.
This indemnity has been in place since the Company’s listing
in 2014 and remains in place. The Company has purchased
and maintained throughout the financial period Directors’
and Officers’ liability insurance.
Share capital
As at 31 December 2023, the share capital of the Company was
249,170,247 ordinary shares of £0.001 each, of which 375 ordinary
shares were held in treasury. Details of the Company’s share
capital are disclosed in Note 24 to the Group’s consolidated
financial statements on pages 182 to 183. As at 12 March 2024, the
share capital of the Company was 249,170,247 ordinary shares of
£0.001 each, of which 375 ordinary shares were held in treasury.
Authority of the Directors to allot shares
The Company passed a resolution at the AGM held on 18 May
2023 authorising the Directors to allot ordinary shares up to
an aggregate nominal amount of £166,113.25 (representing
approximately two-thirds of the ordinary share capital).
This authority will expire at the Company’s 2024 AGM and the
Directors will be seeking a new authority to allot shares, to
ensure that the Directors continue to have the flexibility to act
in the best interests of shareholders, when opportunities arise,
by issuing new shares. There are no current plans to issue new
shares except in connection with employee share schemes.
Issue of shares
A special resolution was passed at the AGM held on 18 May 2023
granting the Directors the authority to issue shares on a
non-pre-emptive basis up to an aggregate nominal amount
of £24,916.99 (representing 24,916,987 ordinary shares or
approximately 10% of the ordinary share capital). A special
resolution was also passed granting the Directors the authority
to issue shares on a non-pre-emptive basis in respect of an
additional 10% of the ordinary share capital in connection with
an acquisition or specified capital investment.
These authorities will expire at the Company’s 2024 AGM.
The Directors will therefore be seeking a new authority to issue
shares for cash on a non-pre-emptive basis up to £166,113.25,
and the Directors also propose to seek authority to issue non
pre-emptively share capital of the Company in accordance
with the updated Pre-Emption Group’s Statement of Principles
2022 on Disapplying Pre-Emption Rights, being no more than
24% in total rather than the previous thresholds of 10% in
accordance with the Pre-Emption Group’s Statement of
Principles published in 2015. The Directors will also seek authority
to issue non-pre-emptively for cash shares up to £24,916.99
(representing 24,916,987 ordinary shares or approximately 10%
of the ordinary share capital) for use only in connection with
an acquisition or specified capital investment, and a further
authority of no more than 2%, to be used only for the purposes
of making a ‘follow on offer’, as set out in the Pre-Emption
Group guidance.
Purchase of own shares by the Company
A special resolution was passed at the AGM held on 18 May 2023
granting the Directors the authority to make market purchases
of up to 37,350,563.81 ordinary shares with a total nominal
value of £37,350.56 representing approximately 14.99% of
the Company’s issued ordinary share capital. The authority
to make market purchases will expire at the Company’s 2024
AGM and the Directors will be seeking a new authority to make
market purchases up to 14.99% of the Company’s issued ordinary
share capital, which will only be exercised if the market and
financial conditions make it advantageous to do so. Further
details are set out in the explanatory notes of the notice
convening the AGM.
Rights attaching to shares
The rights attaching to the ordinary shares are summarised as:
– the ordinary shares rank equally for voting purposes;
– on a show of hands each shareholder has one vote and on
a poll each shareholder has one vote per ordinary share held;
– each ordinary share ranks equally for any dividend declared;
– each ordinary share ranks equally for any distributions made
on a winding-up of the Company;
– each ordinary share ranks equally in the right to receive a
relative proportion of shares in the event of a capitalisation
of reserves;
– the ordinary shares are freely transferable; and
– no ordinary shares carry any special rights with regard
to control of the Company and there are no restrictions
on voting rights.
114
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Directors’ Report continued
Amendment to the Company’s Articles
The Company may alter its Articles by special resolution passed
at a general meeting of the Company. A resolution to amend
the Articles was voted on and passed by shareholders at the
2020 AGM.
Political donations
The Group made no political donations during the year.
Greenhouse gas emissions
Information on the Group’s greenhouse gas emissions is set
out in the Strategic Report on pages 26 to 28, and forms part
of this Report by reference.
Future developments within the Group
The Strategic Report contains details of likely future
developments within the Group. The Group’s research and
development costs are disclosed in Note 6 to the Group’s
consolidated financial statements on page 173.
Overseas operations
As explained in the Strategic Report, the Group operates
in the UK, Ireland, Italy, the Netherlands and the Middle East.
Post balance sheet events
There have been no significant post balance sheet events
to report.
Principal risks and uncertainties
The Board has carried out a robust assessment of our current
key risks and these are summarised in the Principal Risks and
Uncertainties section of the Strategic Report on pages 66 to 72.
Results and dividends
An interim dividend of 4.1 pence per share was paid on
27 September 2023. The Board recommends a final 2023
dividend of 8.3 pence per share.
Shareholders will be asked to approve the final dividend at
the AGM, for payment on 5 June 2024 to shareholders whose
names appear on the register on 3 May 2024.
Total ordinary dividends paid and proposed for the year amount
to 12.4 pence per share or a total return to shareholders of £30.8m.
Employees
The Group is committed to employment principles which not
only follow best practice, but are based on equal opportunities
for all colleagues, irrespective of gender, pregnancy, race,
colour, nationality, ethnic or national origin, disability, sexual
orientation, age, marital or civil partner status, gender
reassignment or religion or belief. Full and fair consideration is
given to applications for employment from disabled persons,
having regard to their particular aptitudes and abilities. The
Group encourages and supports the continued employment
and training, career development and promotion of disabled
persons employed by the Group; including making reasonable
adjustments where required. If any employee becomes disabled,
every effort is made by the Group to support and ensure their
continued employment, either in the same or an alternative
position, with appropriate retraining given if necessary.
Auditor
A resolution to reappoint Ernst & Young LLP as the Company’s
external auditor and to authorise the Directors to fix the auditor’s
remuneration will be proposed at the 2024 AGM.
Directors’ statement of disclosure
of information to auditor
Each of the Directors has confirmed that as at the date
of this Report:
– So far as each Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
– The Directors have taken all reasonable steps that they
ought to have taken as Directors in order to make themselves
aware of any relevant audit information and to establish
that the Company’s auditor is aware of that information.
This confirmation is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
The Board is aware of its obligations to engage with employees
and the Group’s wider stakeholders, as outlined under The
Companies (Miscellaneous Reporting) Regulations. Further detail
of its activities during the year can be found in our Stakeholder
Engagement section on pages 49 to 53, our s172 statement
on pages 54 to 57, and our Board employee engagement
activities on page 86 of the Governance Report.
Substantial shareholders
As at 31 December 2023 and 12 March 2024, the Company was
aware of the interests in voting rights representing 3% or more of
the issued ordinary share capital of the Company set out below.
This information was correct at the date of notification. It should
be noted that these holdings may have changed since they were
notified to the Company. However, notification of any change is
not required until the next applicable threshold is crossed.
Requirements of the Listing Rules
Apart from the details of any long-term incentive scheme as
required by Listing Rule 9.4.3.R, which is disclosed in the Directors’
Remuneration Report on pages 134 to 147, disclosure of the
information listed in Listing Rule 9.8.4R is not applicable.
Annual General Meeting
The 2024 AGM is scheduled to be held on 28 May 2024. A full
description of the business to be conducted at the meeting
is set out in the separate notice of AGM.
By order of the Board.
Emma Versluys
Company Secretary
12 March 2024
Name of shareholder
As at 31 December 2023
As at 12 March 2024
Ordinary
shares
%
Voting Rights
Ordinary
shares
%
Voting Rights
Impax Asset Mgt
20,317,353
8.15
20,317,353
8.15
Franklin Templeton Investments
13,408,466
5.38
13,247,000
5.32
Lansdowne Partners
11,769,231
4.72
11,944,092
4.79
Janus Henderson Investors
10,022,538
4.02
10,140,753
4.07
Vanguard Group
8,456,240
3.39
8,542,838
3.43
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Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Directors’ Responsibilities Statement
The Directors are responsible for preparing
the Annual Report and the Group’s
consolidated financial statements
in accordance with applicable United
Kingdom law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have elected to prepare the Group’s consolidated financial
statements in accordance with UK-Adopted International
Accounting Standards (IFRSs).
Under company law the Directors must not approve the Group’s
consolidated financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and of the profit or loss of the Group for that period.
In preparing the Group’s consolidated financial statements
the Directors are required to:
– select suitable accounting policies in accordance with IAS 8
Accounting Policies, Changes in Accounting Estimates and
Errors and then apply them consistently;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– make judgements and accounting estimates that are
reasonable and prudent;
– provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users
to understand the impact of particular transactions, other
events and conditions on the Group’s financial position and
financial performance;
– state whether IFRSs have been followed, subject to any
material departures disclosed and explained in the Group’s
consolidated financial statements; and
– prepare the Group’s consolidated financial statements on
the going concern basis unless it is appropriate to presume
that the Group will not continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any
time the financial position of the Group and enable them to
ensure that the Group’s consolidated financial statements
comply with the Companies Act 2006. They are also responsible
for safeguarding the assets of the Group and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Section 172 Statement, Remuneration Report and Corporate
Governance Statement that comply with that law and those
regulations. The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Company’s website.
Directors’ responsibility statement
The Directors confirm, to the best of their knowledge:
– the Group’s consolidated financial statements, prepared
in accordance with UK-Adopted International Accounting
Standards give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and
undertakings included in the consolidation taken as a whole
– the Annual Report and Accounts, including the Strategic
Report, includes a fair review of the development and
performance of the business and the position of the Company
and undertakings included in the consolidation taken as a
whole, together with a description of the principal risks and
uncertainties that they face
– they consider the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position, performance, business model and strategy
By order of the Board.
Joe Vorih
Chief Executive Officer
Tim Pullen
Chief Financial Officer
12 March 2024
116
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Remuneration
118
Letter from the Chair of the Remuneration Committee
122
Remuneration at a glance
123
Remuneration Policy
134
Annual Report on Remuneration
117
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Remuneration Committee Report
Chair
Lisa Scenna
Chair of the Remuneration Committee
Members
Kevin Boyd
Non-Executive Chair
Shatish Dasani
Non-Executive Director
Louise Brooke-Smith
Non-Executive Director
Bronagh Kennedy
Non-Executive Director
Dear Shareholder
I am pleased to present the Directors’ Remuneration Report
(the Report) for the year ended 31 December 2023.
The Report is split into two sections in line with legislative
reporting regulations:
– The proposed Remuneration Policy (the Policy) which contains
details of the various components of the Policy, which will
be subject to a binding shareholder vote at our 2024 Annual
General Meeting (AGM) and will have effect from the date on
which it is approved. Details of the key changes to the Policy
are set out on page 124.
– The Annual Report on Remuneration which contains details of
remuneration received by Directors in 2023 and also contains
full details of how we intend to implement the Policy during
2024. The Annual Report on Remuneration will be subject to
an advisory vote at the 2024 AGM. Further details are set out
on pages 134 to 147.
This Directors’ Remuneration Report is compliant with Schedule
8 of The Large and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2013 (and subsequent
amendments), the UK Listing Authority Listing Rules and the
Companies Act 2006 and has been prepared on a ‘comply
or explain’ basis with regard to the remuneration provisions
included in the UK Corporate Governance Code (the Code).
Aligning remuneration with Company strategy
The Policy is designed to encourage achievement of our strategic
goals and priorities, details of which are set out on pages 16 to
48, by rewarding Directors and senior management in line with
underlying Company performance, whilst encouraging
leadership behaviour which carries an appropriate level of risk.
This is achieved by an annual bonus arrangement, which is
linked to achieving financial and non-financial targets, as well
as a long-term incentive plan, which rewards for shareholder
value creation and delivery of long-term earnings growth.
Remuneration policy review
The 2024 AGM marks the third anniversary of the current
remuneration policy and the Committee is therefore required
to seek shareholder approval for an updated Policy at the 2024
AGM. As a result, the Committee undertook a detailed review
of the current remuneration policy during the year.
In summary, the review concluded that the current remuneration
policy is generally working effectively and is well aligned with
institutional investors’ best practice expectations. As a result, we
do not propose substantial changes to the current arrangements.
However, we are proposing a small number of changes to better
align Executive Director remuneration with our medium-term
financial targets (presented to the market in November 2023
and detailed on page 4 of the Strategic Report) and our overall
focus on shareholder value creation.
“The Committee believes
that this combination of
short-term and longer-term
metrics and targets will provide
a fair and rounded assessment
of Company performance.”
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Financial Statements
Remuneration
Strategic Report
Governance
Remuneration Committee Report continued
The changes we are proposing include:
1.
Introduction of cash conversion as a performance measure
in long-term incentive awards granted from 2024 to align
with our published medium-term targets. Performance will
be measured over three years and operate alongside EPS
and sustainability targets.
2.
Adoption of a relative TSR performance modifier that will
result in higher or lower vesting than the outcome based
solely on EPS, cash conversion and sustainability
performance. This change increases the importance of TSR
within the overall long-term incentive plan when compared
to including TSR for only a proportion of the total award.
3.
The introduction of a general financial underpin to future LTIP
awards. This will require the Committee to consider our ROCE
performance, along with our overall financial performance,
in light of the Board’s internal plans and the wider stakeholder
experience across the three-year performance period.
Should the performance not be considered consistent with
the Board’s expectations, the Committee will have the ability
to reduce the formula-based vesting (including to zero)
if it considered appropriate to do so.
4.
Introduction of a new exceptional circumstances limit
to be included within the long-term incentive plan. As our
long-term incentive plan rules require renewal at the 2024
AGM, we are proposing to include a maximum award limit
of 250% of salary to provide greater flexibility in recruitment
buyout situations. To align with this intent, we have introduced
an exceptional circumstances award limit of 250% of salary
into the Policy, with the normal annual grant limit remaining
at 200% of salary.
The proposed changes are refinements which will better reflect
our current medium to long-term objectives, resulting in an
executive remuneration structure that is better aligned with
the pathway to shareholder value creation and provides the
necessary flexibility to compete for the executive talent required
to deliver our strategy. In line with best practice, the Committee,
in operating the Policy, will retain the ability to adjust remuneration
outcomes so that payments appropriately recognise the
employee and wider stakeholder experience during the relevant
performance periods.
These proposals were subject to an extensive consultation
process with the Company’s top shareholders and the leading
shareholder advisory bodies. The Committee also took into
2023 Key Achievements
– Review of Group-wide remuneration arrangements
and policies
– Engagement with the wider workforce on executive
remuneration and consideration of employee views
during the remuneration policy review process
– Detailed review of remuneration policy and drafting
of proposed changes
– First stage consultation on proposed changes
to remuneration policy with shareholders and
shareholder advisory bodies
– Review of short-term and Long-Term Incentive Plan
targets to ensure ongoing suitability
Areas of focus for 2024
– Second stage consultation on proposed changes
to remuneration policy with shareholders and
shareholder advisory bodies
– Finalisation of targets for 2024 short-term and
Long-Term Incentive Plans
– Review of performance against targets set for
the 2023 annual bonus and 2021 Long-Term Incentive
Plan awards and confirmation of achievement
– Review and update of Long-Term Incentive Plan,
Deferred Share Bonus Plan and Save as You Earn Plan
in light of impending expiry of current plans
account the feedback from executives that will participate
in the LTIP, with the feedback being positive in that executives
understand the structure and will be motivated by it, given
the alignment to the Company’s medium-term targets and
shareholder value creation. Overall, the Committee received
positive feedback from investors consulted, and where further
clarification was sought, this related primarily to the rationale for
the introduction of the TSR multiplier, the choice of performance
metrics in light of our stated medium-term targets, and the
circumstances in which the exceptional circumstances limit
under the long-term incentive plan would be used. The
introduction of the general financial underpin, that includes
having regard to ROCE, was as an amendment made to our
original proposals based on investor feedback. As set out above
and in further detail on pages 123 to 133 of this Report, we
consider the Policy to be effective and aligned with our strategy.
Outside of the Policy review, the most substantial issues
considered by the Committee during the year are set out below.
Board changes
Matt Pullen, Chief Operating Officer, stepped down from the
Board on 28 April 2023 and remained an employee of the
Company until 30 June 2023. Mr Pullen had mutually agreed with
the Board that he would step down as a result of the business
restructuring that had been undertaken to simplify the business
which effectively made the role of Chief Operating Officer
redundant. As a result, the Committee determined that Mr Pullen
would, for the purposes of the awards granted to him under
the Company’s LTIP, be deemed a good leaver and that these
awards would therefore, subject to achievement of the relevant
performance conditions, vest on their normal vesting dates.
Mr Pullen remains subject to the Company’s post-cessation
of employment share ownership guidelines, and is therefore
required to retain the shareholding held at 30 June 2023 for a
period of two years. Further details of Mr Pullen’s remuneration
are set out later in this Report.
Paul James stepped down from the Board on 30 September
2023, and in accordance with the current Policy, Mr James was
not eligible to receive a performance-related annual bonus in
respect of 2023 and all outstanding LTIP awards lapsed on his
termination date. The Deferred Share Bonus Plan (DSBP) awards
granted to Mr James in 2022 and 2023 vest on the normal
vesting dates and will be exercisable for a period of six months
from the relevant vesting date.
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
On 1 November 2023, Tim Pullen was appointed permanent
Chief Financial Officer (CFO) and Executive Director. His base
salary on appointment was £370,000, set at the same rate as
his salary in the role he left earlier in FY 2023 and considered by
the Committee to be the market rate for the role. In line with the
current Policy, he receives a pension contribution of 5% of salary.
Mr Pullen was entitled, subject to achievement of the relevant
performance targets, to receive a performance-related bonus
of up to 125% of his pro-rated salary for FY 2023. He did not
receive an LTIP award in 2023 and there was no buyout award
on appointment. Further details of Mr Pullen’s remuneration
are set out later in this Report.
Shatish Dasani was appointed as Non-Executive Director on
1 March 2023 and Audit Committee Chair on 7 March 2023 and
Bronagh Kennedy was appointed as Non-Executive Director
on 3 July 2023. Mark Hammond retired from the Board on
31 October 2023, after completing his nine-year tenure on the
Board and remaining on the Board for an additional six months
to assist with an orderly handover. Details of their fees are set
out on page 137 of this Report.
Executive remuneration in 2023
Our performance was resilient in the face of ongoing softness
in the UK construction market, with successful product launches,
balanced price and cost management, ongoing business
simplification and growth in our international revenues helping
to offset this volume decline. Further details are set out in the
Chief Executive Officer (CEO) and CFO Reviews on pages 8 to 11
and 59 to 64 respectively. In 2023, we achieved an underlying
operating profit of £94.1m and an underlying basic earnings
per share (EPS) of 25.2 pence.
Despite the difficult market conditions, we delivered a solid
performance. This included exceeding the maximum operating
cash flow conversion target set at the start of the year,
delivering an EBIT margin towards the maximum target and
partially achieving our EBIT target, as well as making strong
strategic progress through the year. As a result, the Committee
determined that, in respect of 2023 performance, Joe Vorih
and Tim Pullen each earned a bonus of 65.38% of the maximum
potential annual bonus. The bonus earned by Tim Pullen was
pro-rated for the part year of his employment. In accordance
with the Policy, one third of this bonus will be deferred into shares.
The same approach was used to determine the annual bonus
outcome across the Group. The Committee is comfortable
that the formulaic outcome of the bonus reflects the wider
performance of the business, and therefore no adjustments to
the payouts are required. Paul James stepped down from the
Board on 30 September 2023. As a result, his 2021 LTIP award
lapsed. As none of the other Executive Directors received a 2021
LTIP award, no LTIPs were eligible to vest based on performance
to 31 December 2023.
The Committee is comfortable that the current Policy operated
as intended during the year.
2023 LTIP awards
In April 2023, the Committee approved the grant of LTIP awards
to the Executive Directors and other senior management. Award
levels were 150% of annual salary for Joe Vorih and Paul James.
These award levels are below the maximum of 200% of annual
salary permitted under the current Policy.
The Committee considered a number of possible performance
measures, and concluded that it was appropriate that a
combination of stretching earnings per share (EPS) growth
targets, relative Total Shareholder Return (TSR) targets, and
sustainability targets aligned with key elements of the
Company’s sustainability strategy, provided an appropriate
basis for rewarding the successful delivery of longer-term
strategic priorities, Company growth and shareholder value.
In light of the prevailing share price at the time of grant, the
Committee agreed the inclusion of a windfall provision in
relation to the 2023 awards. The Committee will determine
whether there has been a windfall gain at the time of vesting.
In doing so, consideration will be given to the share price
performance over the six months immediately following grant
(i.e. is there any evidence of a short-term bounce in the share
price) and any other factors it considers appropriate.
Committee evaluation
During the year, the Board undertook an internal evaluation
of its performance, and the activities of the Committee were
reviewed as part of this process. The results of this evaluation
demonstrated that the Committee continued to operate
effectively and in alignment with its Terms of Reference, and
overall was agreed that the Committee was effectively Chaired
and well supported by the external advisors and the Group
HR team.
Further details of the evaluation process can be found in the
Corporate Governance Report on page 90.
Key remuneration decisions for 2024
The proposed implementation of the Policy for our Executive
Directors for 2024 is outlined on pages 134 to 137. Key decisions
made by the Committee in relation to 2024 include:
– During the year the Committee reviewed the salary increases
for the wider workforce, in the context of the wider approach
to remuneration, taking into account the current cost of living
challenges and the tiered approach adopted for 2023 salary
increases for the wider workforce. As a result of the review,
the Committee agreed that a tiered approach would not
be adopted in 2024, and that an average increase in salary
of 4% would apply to the wider workforce. Therefore, the
Remuneration Committee determined that an increase
of 3.5% would apply for Executive Directors.
– The maximum bonus opportunity in FY 2024 will be 150% of
salary for Joe Vorih and 125% of salary for Tim Pullen. With
regard to the LTIP quantum of FY 2024 awards, the Committee
intends to continue making awards at 150% of salary to the
Executive Directors with the awards then subject to a TSR
modifier that can increase or reduce the number of shares
vesting by up to 33% depending on the Company’s relative
TSR performance. In recognition of current share price
volatility, the Committee intends to include the ability to
adjust the number of shares vesting in the FY 2024 long-term
incentive award in the event there is perceived to be a windfall
gain on vesting.
Remuneration Committee Report continued
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Governance
– During the year, the Committee reviewed the performance
measures for the annual bonus and determined that these
remained appropriate and effective, and therefore the
weightings and performance measures for the 2024 annual
bonus remain unchanged, with the total weighting on EBIT
and EBIT margin at 65%, operating cash flow conversion at 15%,
and strategic objectives at 20%. This continues to align the
annual bonus with the in-year objectives that have been set
to contribute towards the longer-term delivery of sustainable
shareholder value. In addition, a health and safety and a
compliance override will continue to be operated, in relation
to which the Committee will have discretion to reduce any
annual bonus payable in the event that certain
circumstances arise.
– Following the review of the LTIP performance targets referred
to earlier in this letter, the proportion of the LTIP subject to
underlying diluted EPS will remain at 50%, with 25% subject
to defined and measurable long-term sustainability targets
and the remaining 25% subject to a cash conversion target.
Cash conversion has been introduced as it directly aligns with
the Company’s published medium-term targets. Achievement
of the threshold performance targets will continue to trigger
25% of each element vesting, rising to 100% for achieving the
maximum target or better. Once vesting is determined based
on performance against the above metrics, a TSR modifier
will be applied to the vesting result. This will have the ability to
increase total vesting by a further 33% or reduce total vesting
by 33%. TSR will continue to be measured against FTSE 250
industrials. The introduction of the TSR multiplier gives rise to
a higher potential vesting outcome overall at 200% of salary
from the current 150% of salary. However, there is no change
to the expected value of the award given that while vesting
can be increased by 33%, it can also be reduced by 33%.
– The Committee intends to undertake a final review of the
range of targets to apply to the 2024 LTIP awards prior to
grant to ensure that any changes to the external environment
can be taken into account. The current intention is that the
underlying diluted EPS targets will require EPS to grow by at
least 4% per annum for FY 2026 for threshold vesting to take
place, with maximum vesting requiring EPS to be at least 10%
per annum growth. The range of EPS targets has been set
in light of both internal planning, the market’s expectations
for our future performance and current market conditions.
The current intention in relation to cash conversion is that a
threshold of 93% and a maximum target of 99% will operate,
calculated on an underlying basis and defined as the sum
of operating cash flow excluding non-underlying items and
capital expenditure and payment of lease liabilities in 2024,
2025 and 2026 relative to EBITDA over the same three-year
period. The definition of cash conversion has been set so that
it does not impact the timing of investment decisions, or act
as a disincentive to invest, with the basis of setting the target
range consistent with the assumptions used in our medium-
term published targets. These targets are considered similarly
challenging to those set in prior years in this context.
– The sustainability targets are set to be similarly challenging
to the EPS and cash conversion targets. The targets have
been updated versus the sustainability targets set for the 2023
award to better reflect our current priorities. As a result, 12.5%
of the 2024 award will vest based on achievement against
challenging diversity targets that will require at least one-third
of our early careers (i.e. apprenticeships and graduates)
to have diverse characteristics in 2026 for the target to be met
in full. Working from entry level up will ensure that our talent
pipeline is diverse and aligned with our long-term aspirations.
The final 12.5% of the 2024 award will vest based on the
proportion of our suppliers that have science-based targets in
place. Full vesting under this element will require the suppliers
representing at least 83% of our carbon emissions within
purchased goods and services to have science-based
targets in place. This target is consistent with driving down
our scope 3: category 1 emissions. The Committee is
comfortable with the revised targets for the 2024 award
given they are well structured and challenging with respect
to our current baselines.
The Committee believes that this combination of short-term
and longer-term metrics and targets will provide a fair and
rounded assessment of Company performance, and that the
introduction of the TSR modifier within the LTIP is reflective of
the Board’s overall focus on aligning management with the
delivery of improved returns for our shareholders.
Context of Director pay within the Company
During the year, the Committee reviewed the analysis of the
overall gender pay gap and equity of role-based pay within
the Company. The Board and the Committee were satisfied
appropriate actions were being taken and will continue to
monitor the situation going forward.
As required by legislation we have included pay ratios between
the CEO and our wider workforce using remuneration earned
in 2023. As part of its discussions on this issue, the Committee
noted that the ratio was consistent with the scope and
responsibilities of the different roles undertaken by the
individuals included in the analysis, and that the ratios were
within the range disclosed by other FTSE 250 companies to date.
Louise Brooke-Smith is the Company’s appointed Non-Executive
Director with responsibility for employee engagement which
includes, where appropriate, engagement with employees on how
executive remuneration aligns with wider Company pay policy.
Given that the remuneration structures were not raised as a
material issue during the engagement with employees, it was
not considered necessary to make any changes to the current
remuneration structures. Further detail on this role is set out in the
Governance Report on page 86. We have set out our compliance
with Provision 40 of the Code in more detail on page 123.
Shareholder engagement
The Committee consults with its top shareholders on executive
pay matters, where considered appropriate. In light of the
proposed changes to the Policy, a formal consultation process
with shareholders and the shareholder advisory bodies was
carried out, and where requested, face-to-face meetings
were held with the Committee Chair and Company Secretary.
As detailed above, the feedback was gratefully received and
resulted in a modification to our original proposals. I am always
happy to make myself available to shareholders to discuss
any concerns or feedback they may have, and I will be available
to answer questions on the Policy and the Annual Report on
Remuneration at the upcoming AGM.
I hope you will find this report to be clear and helpful in
understanding our remuneration practices and that you
will be supportive of the resolutions relating to remuneration
at the AGM.
Lisa Scenna
Chair of the Remuneration Committee
12 March 2024
Remuneration Committee Report continued
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Financial Statements
Remuneration
Strategic Report
Governance
Fixed pay
Executive Directors
Base salary
To appropriately recognise skills, experience and
responsibilities and attract and retain talent by ensuring
salaries are market competitive.
Pensions
To provide market-competitive retirement benefits.
Benefits
To provide market-competitive benefits as part of
a competitive package to assist with recruitment
and retention.
Salary
+
3.5%
increase for Executive Directors for 2024
(
average workforce increase +4.0%
)
Element timeline (years)
1
2
3
4
5
Base
salary
Benefits
Pension
No change
5% of salary
Variable pay
Joe Vorih
Tim Pullen
Annual Bonus
To link reward to key financial and operational targets
for the forthcoming year.
Additional alignment with shareholders’ interests
through the operation of bonus deferral.
150%
of salary
125%
of salary
Element timeline (years)
1
2
3
4
5
Two
thirds
cash
Subject to underlying EBIT, EBIT margin, operating cash flow
conversion targets and strategic objectives
33% deferred into shares. Half the shares vest two years
from grant and half three years from grant
One third
deferred into
shares for two/
three years
Long-Term Incentive Plan (LTIP)
To link reward to key strategic and business targets for
the longer term and to align Executive Directors’ interests
with shareholders’ interests.
150%
of salary
150%
of salary
Element timeline (years)
1
2
3
4
5
Performance period
Post-vesting
holding period
Share Ownership
200% of salary in employment share ownership guideline
and a post-employment requirement to retain the
lower of the shares held at cessation of employment
and 200% of salary for two years. Additional alignment
with shareholders’ interests through the operation of
bonus deferral.
Awards subject to underlying diluted EPS, cash conversion
and sustainability performance measures, overlaid with
a TSR modifier
– Two year post-vesting holding period applies
Remuneration at a glance
Executive Director remuneration for 2023 (£000’s)
Joe Vorih
Tim Pullen
Base salary
Benefits
Pension
Annual Bonus
LTIP
Other
Total
Base salary
Benefits
Pension
Annual Bonus
LTIP
Other
Total
2023 Total Remuneration
577
89
29
566
N/A
350
1,611
123
9
6
99
N/A
N/A
237
Full details are disclosed on page 138.
Incentive Performance Snapshot for 2023
Annual Bonus
Performance measures
Achievement (%)
EBIT margin %
85%
Underlying EBIT target
27%
Operating cashflow
100%
Strategic targets
92%
Total
65.38%
LTIP
Neither of the current Executive Directors has a 2021 LTIP award as they joined
the Company post 2021.
AGM
The Annual Report on Remuneration will be subject to an advisory shareholder
vote and the Remuneration Policy will be subject to a binding shareholder vote
at our AGM scheduled to be held on 28 May 2024.
Proposed changes to application
of the Directors’ Remuneration Policy
In relation to the 2024 LTIP awards, the performance metrics used to
determine vesting will be underlying diluted EPS (50%), cash conversion (25%)
and sustainability targets (25%). The cash conversion measure replaces
relative TSR which will in future be used to modify the vesting result based
on performance achieved against the financial and sustainability metrics.
Achievement of the threshold performance targets will continue to trigger
25% of each element vesting, rising to 100% for achieving the maximum
target or better.
Once vesting is determined based on performance against the above
metrics, a TSR modifier will be applied to the vesting result. This will have
the ability to increase total vesting by a further 33% or reduce total vesting
by 33%. TSR will continue to be measured against FTSE 250 industrials.
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Clarity
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
the workforce
Remuneration arrangements are clearly
articulated within the Annual Report and
Accounts to shareholders and other
stakeholders. The Policy is clearly disclosed
on pages 124 to 133 and the implementation
of the Policy is set out on pages 134 to 147.
Before proposing the updated Policy
for approval, extensive consultation with
the Company’s major shareholders and
the leading shareholder advisory bodies took
place. All feedback was carefully reviewed
and considered, to ensure that the changes
proposed were clear, understandable
and transparent, and clearly aligned to
stakeholder interests.
Risk
Remuneration arrangements should ensure
reputational and other risks from excessive
rewards, and behavioural risks that can
arise from target-based incentive plans,
are identified and mitigated
The proposed Policy has been designed to
discourage inappropriate risk-taking through
a weighting of incentive pay towards long-term
incentives, the balance between financial and
non-financial measures in the annual bonus,
the requirement for bonus deferral, recovery
provisions, and shareholding requirements both
during and post-employment. The Committee
therefore believes that the performance targets
in place for the incentive schemes provide
appropriate rewards for stretching levels of
performance without driving behaviour which
is inconsistent with the Company’s risk profile.
In addition, to avoid conflicts of interest,
Committee members are required to disclose
any conflicts or potential conflicts ahead of
Committee meetings.
Proportionality
Remuneration arrangements should ensure
the link between individual awards, the
delivery of strategy and the long-term
performance of the Company should be clear.
Outcomes should not reward poor performance
There is an equal balance between short-term
and long-term incentives, and performance
conditions include both financial and
non-financial performance linked to strategy.
The previous updates to the remuneration
policy in 2021 increased the proportion of the
annual bonus payable to Executive Directors
which is required to be deferred into shares,
further aligning short-term incentives with
long-term performance. This remains
unchanged in the proposed Policy being put
to shareholders in 2024. All incentive targets
are set to be stretching and incentivising. The
Committee has discretion to override formulaic
outturns to ensure that they are appropriate
and reflective of overall performance.
Corporate Governance
Code Requirements
This part of the Report sets out the
Directors’ Remuneration Policy (the Policy)
The Company’s current Policy was approved by
shareholders at the 2021 AGM (the full remuneration
policy is set out in the 2022 Annual Report and Accounts).
As a result, the Remuneration Committee carried out
a detailed review of the Policy during the year and
considered its effectiveness in light of the Company’s
current strategic priorities and direction and in the
context of market practice. This part of the Report sets
out the changes proposed to the Policy and the
rationale for those changes. It is intended that this
Policy will apply for three years, and that the Policy will
apply to payments made from the date of approval.
The information provided in this section of the Directors’
Remuneration Report is not subject to audit.
Determining the remuneration policy
The Committee is responsible for the development,
implementation and review of the Directors’
remuneration policy. In addressing this responsibility,
the Committee works with management and external
advisors to develop proposals and recommendations.
The Committee considers the source of information
presented to it, takes care to understand the detail and
ensures that independent judgement is exercised when
making decisions. The Committee works alongside other
Board Committees as needed; for example, the Audit
Committee confirms incentive plan performance results.
When reviewing the Policy the Committee considered
its effectiveness in light of the Company’s current
strategic priorities and in the context of market practice.
Our Policy and practices are designed to support
strategy and promote long-term sustainable success.
Executive remuneration is aligned to Company purpose
and behaviour, with increased emphasis on sustainability
in the application of our Policy and clear links to the
successful delivery of the Company’s mid-term
objectives and long-term strategy.
As a part of the Policy review, the Committee considered
the alignment across the business as well as stakeholder
views. A summary of the pay alignment across the
business and how stakeholder views are taken into
account in the Policy is set out on page 133.
Remuneration Policy
Simplicity
Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand
Our remuneration arrangements are regularly
reviewed to ensure they are as simple as
possible and in line with market practice,
whilst at the same time incorporating the
necessary structural features to ensure a
strong alignment to Group performance and
strategy. Additional steps are taken to ensure
these are effectively communicated and
understood by all participants.
Predictability
The range of possible values of rewards to
individual Directors and any other limits or
discretions should be identified and explained
at the time of approving the Policy
The Annual Report on Remuneration clearly sets
out how the current Policy has been applied
during the year, as well as the Committee’s
intentions for the following reporting year.
This is put to a shareholder vote at each Annual
General Meeting of the Company. Elements
of the Policy are subject to caps and dilution
limits. Examples of how remuneration varies
depending on performance is set out in the
scenario charts. Any incentive payout is
ultimately at the discretion of the Committee.
Alignment to culture
Incentive schemes should drive behaviours
consistent with Company purpose,
behaviours and strategy
Variable incentive schemes, performance
measures and underpins are designed to
be consistent with the Company’s purpose,
established behaviours and strategy. Our
performance metrics include sustainability-
related targets in our long-term incentive
plan which reflects the increasing importance
of sustainability within our future strategy,
rewarding for supporting the Company’s
growth-focused, sustainability centric culture.
The Sharesave Plan is in place for all eligible
employees across the Group (in the UK
and overseas) to encourage them
to become shareholders and have
a share in our future growth.
As a part of the Policy review process and in line with the UK Corporate Governance Code,
the Policy has been tested against the six factors listed in Provision 40.
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Strategic Report
Governance
Summary of proposed Policy changes and key 2024 implementation highlights
As noted above, we consider our Policy to be effective and aligned with our strategy. As a result, the changes we are proposing are refinements to better reflect our current medium to long-term
objectives. The key points to note are set out in the table below:
Policy Changes:
Long-Term Incentive Plan and
Recruitment Policy
The wording in the Policy will be updated to reflect a new exceptional circumstances limit to be included in the Long-Term Incentive Plan (the intention
being to enable awards at up to 250% of salary to be granted as part of a recruitment buyout award). The wording around the structure of buyout
awards such that these would mirror, as far as practicable, what has been forfeited in terms of structure and quantum, will also be clarified.
Payments for Loss of Office
The termination policy wording to note that payments in lieu of notice ordinarily relate to a maximum of base salary, benefits and pension and that
the payments may be phased and subject to mitigation, will also be clarified.
Key 2024 Implementation Highlights:
Annual Bonus Plan
No changes proposed – quantum to remain at 150% of salary for the CEO and 125% of salary for the CFO, with no changes to the performance
metrics (40% EBITDA, 25% EBITDA margin, 15% cash flow and 20% strategic measures).
One third of any bonus earned will continue to be deferred into Genuit shares and vest equally over two and three years. Market standard recovery
and withholding provisions apply.
Long-Term Incentive Plan
Awards to Executive Directors will continue to be granted at 150% of salary with performance tested over three years. However, the following
changes are to be made:
– The performance metrics used to determine vesting will be underlying diluted EPS (50%), cash conversion (25%) and ESG (25%). The cash
conversion measure replaces relative TSR which will in relation to 2024 be used to modify the vesting result based on performance achieved
against the financial and ESG metrics (see below). Achievement of the threshold performance targets will continue to trigger 25% of each
element vesting, rising to 100% for achieving the maximum target or better.
– Once vesting is determined based on performance against the above metrics, a TSR modifier will be applied to the vesting result. This will have
the ability to increase total vesting by a further 33% or reduce total vesting by 33%. TSR will continue to be measured against FTSE 250 industrials
and the modifier will be applied as follows:
– TSR at or below lower quartile: the vesting result based on EPS, cash conversion and ESG performance is reduced by 33% (i.e. the vesting result
will be multiplied by a factor of 0.67).
– TSR at or above upper quartile: the vesting result is increased by 33% (i.e. the vesting result will be multiplied by a factor of 1.33).
– TSR between performance points: the vesting result is adjusted on a straight-line basis using a TSR performance factor of between 0.67 and 1.33.
The introduction of the TSR modifier gives rise to a higher potential vesting outcome overall at 200% of salary from the current 150% of salary.
However, there is no change to the expected value of the award given that while vesting can be increased by 33%, it can also be reduced by 33%.
Awards are subject to a two-year holding period and market standard recovery and withholding provisions apply.
Share Ownership Guidelines
Executive Directors will continue to be required to build a share ownership of a value equal to 200% of salary. This must be retained for two years
post cessation of employment.
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Remuneration Policy continued
Executive Directors
Fixed Pay
Base Salary
Purpose and link to strategy
To appropriately recognise skills, experience and responsibilities and attract and retain talent by ensuring salaries are market competitive.
Operation
Generally reviewed annually with any increase normally taking effect from 1 January, although the Committee may award increases at other times
of the year if it considers it appropriate.
The review takes into consideration a number of factors, including (but not limited to):
– The individual Director’s role, experience and performance.
– Business performance.
– Market data for comparable roles in appropriate pay comparators.
– Pay and conditions elsewhere in the Group.
Maximum opportunity
No absolute maximum has been set for Executive Director base salaries. Current Executive Director salaries are set out in the Annual Report on Remuneration
section of this Remuneration Report.
Any annual increase in salaries is at the discretion of the Committee taking into account the factors stated in this table and the following principles:
– Salaries would typically be increased at a rate consistent with the average salary increase for UK employees.
– Larger increases may be considered appropriate in certain circumstances (including, but not limited to, a change in an individual’s responsibilities
or in the scale of their role or in the size and complexity of the Group).
– Larger increases may also be considered appropriate if a Director has been initially appointed to their position on the Board at a lower than typical salary.
Performance conditions and provisions
for recovery of sums paid
(1)
No performance conditions.
Recovery and withholding provisions do not apply.
Benefits
Purpose and link to strategy
To provide market-competitive benefits as part of a competitive package to assist with recruitment and retention.
Operation
Benefits currently include company car (or car allowance), income protection insurance, private family medical insurance, permanent health insurance
and life assurance of four times annual salary. The Committee has discretion to add to or remove benefits provided to Executive Directors.
Executive Directors are entitled to reimbursement of reasonable expenses. Executive Directors also have the benefit of a qualifying third-party indemnity
from the Company as well as Directors’ and Officers’ liability insurance.
Maximum opportunity
There is no overall maximum as the level of benefits depends on the annual cost of providing individual items in the relevant local market and the individual’s
specific role.
Performance conditions and provisions
for recovery of sums paid
(1)
No performance conditions.
Recovery and withholding provisions do not apply.
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Pension
Purpose and link to strategy
To provide market-competitive retirement benefits.
Operation
Current policy is for the Company to contribute to the Group Pension Plan, a personal pension scheme and/or provide a cash allowance in lieu of pension.
Maximum opportunity
Executive Directors receive a pension-related contribution in line with the contribution available to the wider workforce (currently 5% of salary).
Performance conditions and provisions
for recovery of sums paid
(1)
No performance conditions.
Recovery and withholding provisions do not apply.
Variable Pay
Annual Bonus
(2)(3)
Purpose and link to strategy
To link reward to key financial and operational targets for the forthcoming year.
Additional alignment with shareholders’ interests through the operation of bonus deferral.
Operation
The Executive Directors are participants in the annual bonus plan which is reviewed annually to ensure that bonus opportunity, performance measures
and targets are appropriate and supportive of the business plan.
No more than two thirds of an Executive Director’s annual bonus is delivered in cash following the release of audited results and the remaining amount
is deferred into an award over Company shares under the Deferred Share Bonus Plan.
– Deferred awards are usually granted in the form of conditional share awards or nil-cost options (and may also be settled in cash).
– Deferred awards usually vest in two equal tranches two and three years after award although may vest early on leaving employment or on a change
of control (see later sections).
– An additional payment (in the form of cash or shares) may be made in respect of shares which vest under deferred awards to reflect the value of
dividends which would have been paid on those shares during the vesting period (this payment may assume that dividends had been reinvested
in Company shares on a cumulative basis).
Maximum opportunity
The maximum award that can be made to an Executive Director under the annual bonus plan is 150% of salary for the Chief Executive Officer and 125%
of salary for other Executive Directors.
Performance conditions and provisions
for recovery of sums paid
(1)
The bonus is normally based on performance assessed over one year using appropriate financial, operational and individual performance measures.
The majority of the bonus will be determined by measures of Group financial performance. A sliding scale of targets is set for each Group financial measure
with payout at no more than 25% for threshold financial performance increasing to 100% for maximum performance.
The remainder of the bonus will be based on financial, strategic or operational measures appropriate to the individual Executive Director.
Details of the bonus measures operating each year will be included in the relevant Annual Report on Remuneration. The Remuneration Committee has
discretion, where it believes it to be appropriate, to override the formulaic outcome arising from the annual bonus plan. Any bonus payout is ultimately
at the discretion of the Committee.
Malus/clawback provisions apply. Cash bonus will be subject to recovery and/or deferred shares will be subject to withholding at the Committee’s discretion
in exceptional circumstances where, within three years of the bonus determination or before the vesting of each tranche of deferred shares, a material
misstatement or miscalculation comes to light which resulted in an overpayment under the annual bonus plan or if evidence comes to light of material
misconduct by an individual or a material health and safety breach or actions that subsequently gave rise to serious reputational damage or insolvency.
Remuneration Policy continued
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Long-Term Incentive Plan (LTIP)
(3)(4)
Purpose and link to strategy
To link reward to key strategic and business targets for the longer term and to align Executive Directors’ interests with shareholders’ interests.
Operation
Awards are usually granted annually under the LTIP to selected senior executives.
Individual award levels and performance conditions on which vesting will be dependent are reviewed annually by the Committee.
Awards may be granted as conditional awards of shares, nil-cost options or, if appropriate, as cash-settled equivalents.
Awards normally vest or become exercisable at the end of a period of at least three years following grant although may vest early on leaving employment
or on a change of control (see later sections). Awards to Executive Directors that vest are subject to a two-year holding period (other than in exceptional
circumstances such as death).
An additional payment (in the form of cash or shares) may be made in respect of shares which vest under LTIP awards to reflect the value of dividends
which would have been paid on those shares during the vesting period (this payment may assume that dividends had been reinvested in Company shares
on a cumulative basis).
Maximum opportunity
The normal maximum annual award permitted under the LTIP is shares with a market value (as determined by the Committee) of 200% of salary.
In exceptional circumstances, awards can be granted up to 250% of salary with the intention being to provide greater flexibility in recruitment situations
where there is a need to buy out forfeited awards.
Each year the Committee determines the actual award level for individual senior executives within these limits.
Performance conditions and provisions
for recovery of sums paid
(1)
All LTIP awards granted to Executive Directors must be subject to a performance condition. Vesting of Executive Directors’ LTIP awards would be dependent
on measures which could include Group earnings, return on capital employed, cash conversion, total shareholder return and sustainability, with the precise
measures and weighting of the measures determined by the Committee ahead of each award.
Performance will usually be measured over a performance period of at least three years. For achieving a ‘threshold’ level of performance against a
performance measure, no more than 25% of the portion of the LTIP award determined by that measure will vest. Vesting then increases on a sliding scale
to 100% for achieving a maximum performance target. Vesting outcomes may also be subject to a performance modifier which may increase or reduce
the vesting outcome by up to one third. The maximum opportunities noted above are inclusive of the operation of any modifier.
The Remuneration Committee has discretion, where it believes it to be appropriate, to override the formulaic outcome arising from the LTIP. Malus and
clawback provisions apply. LTIP awards may be subject to withholding or recovery at the Committee’s discretion in exceptional circumstances where,
before the later of the vesting of an award and the second anniversary of the end of the performance period, a material misstatement or miscalculation
comes to light, or evidence comes to light that during that performance period there was material misconduct by an individual or a material health and
safety breach or actions that subsequently gave rise to serious reputational damage or insolvency.
Sharesave Plan
(3)
Purpose and link to strategy
To create staff alignment with the Group and promote a sense of ownership.
Operation
UK tax-approved monthly savings scheme facilitating the purchase of shares through share options at a discounted exercise price by all eligible employees.
Executive Directors are eligible to participate on the same basis as other UK employees.
Maximum opportunity
Monthly savings limit of £500 (or such other limit as may be approved from time to time by HMRC) under all savings contracts held by an individual.
Performance conditions and provisions
for recovery of sums paid
The Sharesave Plan is structured in accordance with HMRC requirements so has no performance conditions but requires participants to make regular
contributions into a savings contract.
Malus and clawback provisions do not apply.
Remuneration Policy continued
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Remuneration Policy continued
Share Ownership Guidelines
Purpose and link to strategy
To create alignment between the long-term interests of Executive Directors and shareholders.
Operation
Executive Directors are required to build and maintain a shareholding as a percentage of salary in the form of shares in the Company.
Executive Directors are expected to achieve the shareholding requirement within five years of an individual becoming subject to the requirement.
Maximum opportunity
Any Executive Director in employment is expected to achieve a shareholding with a value of 200% of salary. Any Executive Director leaving the Company
will be expected to retain the lower of the shares held at cessation of employment and shares to the value of 200% of salary for a period of two years.
Performance conditions and provisions
for recovery of sums paid
Not applicable.
Notes to table:
1.
The Committee may amend or substitute any performance condition(s) if one or more events occur which cause it to
determine that an amended or substituted performance condition would be more appropriate, provided that any such
amended or substituted performance condition would not be materially less difficult to satisfy than the original condition
(in its opinion). The Committee may also adjust the calculation of performance targets and vesting outcomes (for instance
for material acquisitions, disposals or investments and events not foreseen at the time the targets were set) to ensure they
remain a fair reflection of performance over the relevant period. In the event that the Committee was to make an adjustment
of this sort, a full explanation would be provided in the next Directors’ Remuneration Report.
2.
Performance measures – annual bonus. The annual bonus measures are reviewed annually and chosen to focus executive
rewards on delivery of key financial targets for the forthcoming year as well as key strategic or operational goals relevant to an
individual. Specific targets for bonus measures are set at the start of each year by the Committee based on a range of relevant
reference points, including, for Group financial targets, the Group’s business plan and are designed to be appropriately
stretching.
3.
The Committee may: (a) in the event of a variation of the Company’s share capital, demerger, special dividend or dividend in
specie or any other corporate event which it reasonably determines justifies such an adjustment, adjust; and (b) amend the
terms of awards granted under the share schemes referred to above in accordance with the rules of the relevant plans. Share
awards may be settled by the issue of new shares or by the transfer of existing shares. In line with prevailing best practice at the
time this Remuneration Policy was approved, any issuance of new shares is limited to 5% of share capital over a rolling ten-year
period in relation to discretionary employee share schemes and 10% of share capital over a rolling ten-year period in relation
to all-employee share schemes.
4.
Performance measures – LTIP. The LTIP performance measures will be chosen to provide alignment with our longer-term
strategy of growing the business in a sustainable manner that will be in the best interests of shareholders and other key
stakeholders in the Company. Use of earnings and cash conversion measures would reward management for delivery of
key financial measures of Company success that should result in sustainable value creation. Use of a total shareholder return
measure would align management’s interests with the interests of our shareholders. Use of sustainability measures will align
management with the Company’s long-term commitment to building a sustainable operating business. Targets are considered
ahead of each grant of LTIP awards by the Committee, taking into account relevant external and internal reference points
and are designed to be appropriately stretching.
Other notes:
-
The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising
any discretions available to it in connection with such payments) notwithstanding that they are not in line with the policy set
out above where the terms of the payment were agreed: (i) before the policy set out above came into effect, provided that
the terms of the payment were consistent with the shareholder approved Remuneration Policy in force at the time they were
agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee,
the payment was not in consideration for the individual becoming a Director of the Company. For these purposes ‘payments’
includes the Committee satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the
payment are ‘agreed’ at the time the award is granted.
-
The Committee may make minor amendments to the Remuneration Policy for regulatory, exchange control, tax or
administrative purposes or to take account of a change in legislation, without obtaining shareholder approval for that
amendment.
-
All historical awards that were granted under any current or previous share schemes operated by the Company and remain
outstanding remain eligible to vest based on their original award terms.
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Financial Statements
Remuneration
Strategic Report
Governance
Non-Executive Director (NED) fees
Purpose and link to strategy
To appropriately recognise responsibilities, skills and experience by ensuring fees are market competitive.
Operation
NED fees comprise payment of an annual basic fee and additional fees for further Board responsibilities such as:
– Senior Independent Director
– Chair of Audit Committee
– Chair of Remuneration Committee
– Employee Engagement NED
The Chair of the Board receives an all-inclusive fee.
No NED participates in the Group’s incentive arrangements or pension plan or receives any other benefits other than where travel to the Company’s
registered office is recognised as a taxable benefit in which case a NED may receive the grossed-up costs of travel as a benefit. NEDs are entitled
to reimbursement of reasonable expenses.
Fees are reviewed annually.
NEDs also have the benefit of a qualifying third-party indemnity from the Company as well as Directors’ and Officers’ liability insurance.
Maximum opportunity
Fees are set at an appropriate level that is market competitive and reflective of the responsibilities and time commitment associated with specific roles.
No absolute maximum has been set for individual NED fees. Current fee levels are set out in the Annual Report on Remuneration section of this
Remuneration Report.
The Company’s Articles of Association provide that the total aggregate fees paid to the Chair and NEDs will not exceed £2,000,000 per annum.
Remuneration Policy continued
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Fixed pay
Annual Bonus
LTIP
50% share price growth on LTIP
Maximum
Target
Below
target
Maximum
Target
Below
target
Joe Vorih
Tim Pullen
£
3,500,000
£3,00
0,000
£2,50
0,000
£2
,000,000
£1,500,000
£1,000,000
£500,000
0
100%
£715,837
£456,848
£983,404
£1,701,435
£2,084,385
£1,611,319
£2,805,295
£3,402,283
44%
28%
32%
28%
43%
25%
100%
47%
24%
29%
27%
28%
45%
Remuneration Policy continued
Illustrations of application of the Policy
The ‘Implementation of Remuneration Policy in 2024’ section of the Annual Report on
Remuneration details how the Committee intends to implement the Policy during 2024.
The charts to the right illustrate, in three assumed performance scenarios, the total value of the
remuneration package potentially receivable by Joe Vorih and Tim Pullen in relation to 2024. This
comprises salary and benefits plus an annual bonus of up to a maximum of 150% of salary for Joe
Vorih, and 125% of salary for Tim Pullen, and an LTIP award of 150% of salary for Joe Vorih and Tim Pullen.
The charts are for illustrative purposes only and actual outcomes may differ from that shown. LTIP
awards have been shown at face value and also allowing for a 50% increase in share price under
the maximum performance scenario. All-employee share plans have been excluded. The totals
shown in the charts relate to the potential value receivable by the current Executive Directors
in relation to 2024.
Potential remuneration outcomes for the Executive Directors
Assumed performance
Assumptions used
All performance scenarios
(Fixed pay)
Consists of total fixed pay,
including base salary,
benefits and pension
– Base salary – salary effective for 2024
– Benefits – the value of benefits received in 2023 have been
included (pro-rated for Tim Pullen to represent a full year)
– Pension – 5% of salary
Minimum performance
(Variable pay)
– No payout under the annual bonus
– No vesting under the LTIP
Performance in line with
expectations (Variable pay)
– 50% of the maximum payout under the annual bonus
– 50% vesting under the LTIP
Maximum performance
(Variable pay)
– 100% of the maximum payout under the annual bonus.
– 100% vesting under the LTIP. The maximum scenario includes
an additional element to represent 50% share price growth
on the LTIP award from the date of grant to vesting.
In addition, we have assumed that relative TSR performance
is at or above the upper quartile, as a result the LTIP vesting
would be increased by 33% (i.e. the vesting result will be
multiplied by a factor of 1.33)
Approach to recruitment remuneration
Principles
In determining remuneration arrangements for new appointments to the Board (including internal
promotions), the Committee will apply the following principles:
– The Committee will take into consideration all relevant factors, including the experience of the
individual, market data and existing arrangements for other Executive Directors, with a view that
any arrangements should be in the best interests of both the Company and our shareholders,
without paying more than is necessary.
– Typically, the new appointment will have (or be transitioned onto) the same remuneration
structure as the other Executive Directors, in line with the Policy.
– Upon appointment, the Committee may consider it appropriate to offer additional
remuneration arrangements in order to secure the appointment. In particular, the Committee
may consider it appropriate to ‘buy out’ terms or remuneration arrangements forfeited on
leaving a previous employer (discussed below).
– The Committee may reimburse costs and provide support if the recruitment requires relocation
of the individual.
– Where an Executive Director is an internal promotion, the normal policy of the Company is that
any legacy arrangements would be honoured in line with the original terms and conditions.
Similarly, if an Executive Director is appointed following the Company’s acquisition of or merger
with another company, legacy terms and conditions would be honoured.
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Financial Statements
Remuneration
Strategic Report
Governance
Components and approach
The remuneration package offered to new appointments may include any element within the
Policy, or any other element which the Committee considers is appropriate given the particular
circumstances, with due regard to the best interests of shareholders, subject to the limits on
variable pay set out above in the Policy.
In considering which elements to include, and in determining the approach for all relevant
elements, the Committee will take into account a number of different factors, including (but not
limited to) market practice, existing arrangements for other Executive Directors and internal
relativities. If appropriate, different measures and targets may be applied to a new appointee’s
annual bonus in their year of joining.
The Committee would seek to structure buyout and variable pay awards on recruitment to
be in line with the Company’s remuneration framework so far as practical, which may include
granting awards at up to 250% of salary under the LTIP to facilitate the buyout of an award.
However, if necessary, the Committee may also grant such awards outside of that framework
as permitted under Listing Rule 9.4.2 subject to the limits on variable pay set out above. The exact
terms of any such awards (e.g. the form of the award, time frame, performance conditions and
leaver provisions) would vary depending upon the specific commercial circumstances, albeit
the Committee would seek to mirror the value and timeline of any awards forfeited as far as
practicable in constructing any buy-out award.
Maximum level of variable pay
The normal maximum level of variable remuneration which may be granted to new Executive
Directors in respect of recruitment shall be limited to the normal maximum permitted under
the Policy, namely 350% of their annual salary.
This limit excludes any payments or awards that may be made to buy out the Executive Director
for terms, awards or other compensation forfeited from their previous employer (discussed below).
Buyouts
To facilitate recruitment, the Committee may make a one-off award to buy out compensation
arrangements forfeited on leaving a previous employer. In doing so, the Committee will take
account of all relevant factors, including any performance conditions attached to incentive
awards, the likelihood of those conditions being met, the proportion of the vesting/performance
period remaining and the form of the award (e.g. cash or shares). The overriding principle will be
that any buyout award should be of comparable commercial value to the compensation which
has been forfeited. However, such buyout awards would only be considered where there is a
strong commercial rationale to do so.
Recruitment of Non-Executive Directors
In the event of the appointment of a new Non-Executive Director, remuneration arrangements
will normally be in line with the Policy for Non-Executive Directors. However, the Committee (or the
Board as appropriate) may include any element within the Policy, or any other element which the
Committee considers is appropriate given the particular circumstances, with due regard to the
best interests of shareholders. In particular, if the Chair or a Non-Executive Director takes on an
executive function on a short-term basis, they would be able to receive any of the standard
elements of Executive Director pay.
Service contracts and letters of appointment
Key terms of the current Executive Directors’ service agreements and Non-Executive Directors’
letters of appointment are summarised in the table below. It is envisaged that any future
appointments would have equivalent contractual arrangements unless otherwise stated
in this Report.
Provision
Policy
Notice period
Executive Directors – 12 months’ notice by either the Company
or the Executive Director.
Non-Executive Directors – at the Company’s discretion,
Non-Executive Directors may have a notice period of up to
three months.
Termination payment
Following the serving of notice by either party, the Company
may terminate employment of an Executive Director with
immediate effect by paying a sum equal to salary, benefits
and pension with the payment subject to appropriate phasing
and mitigation. Executive Directors are not contractually
entitled to any bonus for the period of service in the year in
which their employment ends.
Non-Executive Directors are only entitled to receive any fee
accruing in respect of the period up to termination.
Expiry date
Executive Directors have rolling 12-month notice periods
so have no fixed expiry date.
Non-Executive Directors’ letters of appointment have no fixed
expiry date.
Remuneration Policy continued
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Financial Statements
Remuneration
Strategic Report
Governance
Remuneration Policy continued
In accordance with the Code, each Director will retire annually and put themselves forward
for election or re-election at each AGM of the Company.
All Executive Directors’ service agreements and Non-Executive Directors’ letters of appointment
are available for inspection at the Company’s registered office at 4 Victoria Place, Holbeck,
Leeds, LS11 5AE.
In the table below, we have set out details of the service contracts for the Executive Directors
and letters of appointment for the Non-Executive Directors.
Executive
Directors
Date of
appointment
Date of current
contract/letter
of appointment
Notice from
the Company
and individual
Unexpired period
of service contract
Joe Vorih
28 February 2022
28 February 2022
12 months
Rolling contract
Paul James*
5 March 2018
5 March 2018
12 months
Rolling contract
Matt Pullen**
1 November 2021
1 November 2021
12 months
Rolling contract
Tim Pullen***
1 November 2023
8 November 2023
12 months
Rolling contract
Non-Executive
Directors
Kevin Boyd
22 September 2020
1 November 2022
3 months
3 months
Mark Hammond
^
16 April 2014
28 March 2014
None
To 16 April 2023
Lisa Scenna
24 September 2019
10 September 2019
1 month
1 month
Louise Brooke-Smith
24 September 2019
10 September 2019
1 month
1 month
Shatish Dasani
^^
1 March 2023
24 February 2023
1 month
1 month
Bronagh Kennedy
^^^
3 July 2023
6 June 2023
1 month
1 month
Notes
*
Paul James stepped down from the Board and left the Company on 30 September 2023.
** Matt Pullen stepped down from the Board on 28 April 2023 and left the Company on 30 June 2023.
*** Tim Pullen joined the Board on 1 November 2023.
^
Mark Hammond joined the Board at IPO and had no notice period in his letter of appointment. His term therefore ran for
a nine-year period, subject to annual re-election, as per the UK Corporate Governance Code. Mark retired from the Board
on 31 October 2023.
^^
Shatish Dasani joined the Board on 1 March 2023.
^^^
Bronagh Kennedy joined the Board on 3 July 2023.
Policy on payment for loss of office
In relation to payments under non-contractual incentive schemes, the Committee would take
the following factors into account:
Annual Bonus
– The Committee may determine that the Executive Director is eligible to receive a bonus in
respect of the financial year in which they cease employment. This bonus would usually be
time apportioned and may be settled wholly in cash. In determining the level of bonus to be
paid, the Committee may, at its discretion, take into account performance up to the date of
cessation or over the financial year as a whole based on appropriate performance measures
as determined by the Committee. The treatment of outstanding share awards is governed
by the relevant share plan rules as summarised below.
Deferred Share Bonus Plan
– On cessation of employment, unvested shares will vest immediately or at their normal vesting
date at the discretion of the Committee.
– On a change of control, unvested shares will vest in full.
– If other corporate events occur, such as a demerger, delisting, special dividend, voluntary
winding-up or other event which in the opinion of the Committee may affect the current or
future value of shares, the Committee will determine whether unvested shares should vest.
LTIP
– On cessation of employment, unvested awards will lapse unless cessation is as a result of death,
ill health, injury, disability, transfer of employing company or business to which an individual’s
employment relates out of the Group or any other scenario in which the Committee determines
at its discretion that good leaver treatment is appropriate (other than circumstances justifying
summary dismissal). In these scenarios, unvested awards will usually continue until the normal
vesting date unless the Committee determines that the award should vest earlier and will vest
to an extent that takes into account the performance conditions assessed at the date of
vesting and, unless the Committee determines otherwise, to an extent that takes into account
the period of time between grant of the award and cessation of employment.
– On a change of control, unvested LTIP awards will vest immediately to an extent that takes
into account the performance conditions assessed at the change of control and, unless the
Committee determines otherwise, to an extent that takes into account the period of time
between grant of the award and the change of control. If other corporate events occur, such
as a demerger, delisting, special dividend, voluntary winding-up or other event which in the
opinion of the Committee may affect the current or future value of shares, the Committee will
determine whether unvested LTIP awards should vest. If they do vest, they will vest immediately
to an extent that takes into account the performance conditions assessed at the date of the
event and, unless the Committee determines otherwise, to an extent that takes into account
the period of time between grant of the award and the date of the event.
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Strategic Report
Governance
Sharesave Plan
– Options become exercisable immediately on death, ceasing employment due to injury,
disability, retirement, redundancy, sale of the employing company or business to which
an individual’s employment relates out of the Group or on a change of control/voluntary
winding-up of the Company.
The Committee reserves the right to make any other payments in connection with a Director’s
cessation of office or employment where the payments are made in good faith in discharge
of an existing legal obligation (or by way of damages for breach of such an obligation) or by
way of a compromise or settlement of any claim arising in connection with the cessation of a
Director’s office or employment. Any such payments may include, but are not limited to, paying
any fees for outplacement assistance and/or the Director’s legal and/or professional advice fees
in connection with his/her cessation of office or employment.
Consideration of employment conditions elsewhere in the Group
The Committee appreciates the importance of effective engagement with the wider workforce
and so has a nominated Non-Executive Director responsible for employee engagement. Louise
Brooke-Smith has held this role since June 2020 and has engaged regularly with employees
during the course of the year through a structured employee engagement programme across
the Group, which includes, where appropriate, engagement with employees on how executive
remuneration aligns with the wider Company pay policy. This engagement involved various
employees at different Company sites as well as virtually for employees based overseas, and
covered a wide variety of topics. Louise reported regularly to the Committee and confirmed that
there were no concerns raised regarding the alignment between executive remuneration and
wider workforce pay. Further details on some of the activities Louise has undertaken during the
year can be found in the Corporate Governance Report on page 86. Given that the remuneration
structures were not raised as a material issue during the engagement with employees,
no amendments to the remuneration policy were required.
The Committee reviews workforce remuneration and related policies on an annual basis,
and is conscious of the importance of ensuring that its pay decisions for Executive Directors
and the senior management team are regarded as fair and reasonable within the business.
As outlined in the Policy table, pay and conditions across the Group are one of the specific
considerations taken into account when the Committee is considering changes in salaries
for the Executive Directors and the senior management team.
Differences in policy from broader employee population
A greater proportion of Executive Directors’ potential wealth is ‘at risk’, either through their existing
shareholding or through LTIP awards than for our employees generally and a greater proportion
is determined by performance than for our employees generally. However, common principles
underlie the pay policy throughout the Group, including for the Executive Directors. In particular,
we place great emphasis throughout the Group on reward being linked to performance
(either Group performance or performance of an individual’s business) and on encouraging
share ownership (through participation in the LTIP or an all-employee share scheme).
Consideration of shareholders’ views
The Company is mindful of general investor views on certain aspects of remuneration, and
continues to take these views into account, where appropriate, when setting Executive Director
remuneration. The Committee Chair is available to meet with any shareholders who wish to
discuss any aspect of the Policy in more detail, and the Chair of the Company regularly offers
the Company’s largest shareholders the opportunity to meet with him to discuss
remuneration-related and other matters.
As set out in the letter from the Remuneration Committee Chair, an extensive consultation process
was undertaken in relation to the updated Policy to be presented for approval by shareholders
at the 2024 AGM. The Chair of the Committee and the Company Secretary met with those
shareholders who requested a meeting to discuss the proposed Policy in more detail and
to answer specific queries. The feedback received from these meetings and the written responses
was generally supportive and was discussed in detail by the Committee before finalising the Policy
proposals, which included an amendment to the original proposals to reflect investor feedback.
Remuneration Policy continued
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Remuneration Committee Report
The Annual Report on Remuneration describes how the Directors’ Remuneration Policy, approved
by shareholders at the Annual General Meeting in May 2021 (the Policy), has been applied in the
financial year ended 31 December 2023. This Annual Report on Remuneration will be put to an
advisory shareholder vote at the Annual General Meeting (AGM) on 28 May 2024.
Role of the Committee
The role of the Committee is to determine all aspects of Executive Director pay, ensuring that the
remuneration framework both attracts and retains leaders who are appropriately incentivised to
deliver the Group’s strategy, aligning with the interests of members and promoting the long-term
success of the Company for the benefit of its stakeholders as a whole. The Committee also reviews
workforce remuneration and related policies and ensures alignment of its rewards with culture.
It also monitors pay arrangements for other senior executives and oversees the operation of all
share plans.
Details about the role of the Committee are set out in its Terms of Reference which are reviewed
annually and were last updated in October 2023. These can be found on the Company’s website.
Committee membership and meetings
The Committee comprises all of the Non-Executive Directors, all of whom are considered to be
independent, and their attendance at meetings during the year is set out on page 83. Lisa Scenna
is Chair of the Committee and attended all seven meetings held during the year. Shatish Dasani
joined the Committee on his appointment on 1 March 2023, Bronagh Kennedy joined on her
appointment on 3 July 2023, and Mark Hammond stepped down as a member of the Committee
on his retirement from the Board on 31 October 2023. Both new members attended all Committee
meetings following their respective appointment. The remaining members of the Remuneration
Committee, Kevin Boyd and Louise Brooke-Smith, attended all seven meetings during the year.
The CEO, Joe Vorih, was also present at those meetings during 2023 by invitation, albeit he was
not involved in any discussions in relation to his own remuneration. Tim Pullen also attended the
Committee meetings held following his appointment as interim and subsequently permanent CFO,
and was not involved in any discussions in relation to his own remuneration.
The Committee typically meets at least four times a year and thereafter as required, and in 2023,
the Committee met seven times.
External advisers
Korn Ferry have been advisers to the Committee on executive remuneration matters since
January 2020. During the year, the Committee received advice from Korn Ferry on market practice
and key areas of investor focus, market updates and assistance with performance monitoring
and benchmarking, as well as advice and support in relation to the Policy. Korn Ferry also provided
other human capital-related services to the Group during the year, but these services were carried
out by a team separate to the remuneration advisory team with an effective separation between
the Committee advisory team and the wider Korn Ferry teams. As a result, the Committee was
satisfied that the advice provided by Korn Ferry was objective and independent, having also noted
their commitment to the Code of Conduct. During the year, the fees (charged on a time plus
expenses basis) paid to Korn Ferry were £80,000 (2022: £46,565). Korn Ferry is a member of the
Remuneration Consultants Group and, as such, voluntarily operates under the Code of Conduct
in relation to executive remuneration consulting in the UK.
Unaudited information
Implementation of Remuneration Policy in 2024
This section provides an overview of how the Committee is proposing to implement the Policy
in 2024 for the Executive Directors, subject to shareholder approval at the 2024 AGM.
Base annual salary
During the year the Committee reviewed the salary increases for the wider workforce taking
into account the lowering rate of inflation during the year, the recommendations of the Low Pay
Commission and the ongoing cost of living challenges. As a result of the review, the Committee
determined that, following the adoption of a tiered approach to salary increases in 2023, an
average increase of 4% would apply for the wider workforce in 2024, with consideration also being
given to the wider employee experience alongside this increase. On this basis, the Remuneration
Committee were comfortable with a salary increase of 3.5% for 2024 for Executive Directors.
Salary
1 January
2024
Salary
1 January
2023
% increase
Joe Vorih (CEO)
£596,988
£576,800
3.5%
Tim Pullen (CFO)
(1)
£382,950
£370,000
3.5%
Paul James (CFO from 1 January to 30 September 2023)
£350,200
Matt Pullen (COO from 1 January to 30 June 2023)
£350,097
1.
Tim Pullen was appointed on 1 November 2023. The 2023 salary for Tim Pullen represents his base salary on appointment.
Pension
In line with the Policy, Joe Vorih and Tim Pullen will receive a pension contribution of 5% of annual
salary during 2024, which is in line with the wider workforce.
Other benefits
In 2024, the Executive Directors will receive a standard package of other benefits consistent
with those received in 2023.
Annual Report on Remuneration
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Annual Report on Remuneration continued
Annual Bonus
The annual bonus plan for 2024 will, subject to shareholder approval, be operated in accordance
with the updated Policy.
Key features of the plan for 2024 are:
– There will be a maximum bonus opportunity of 150% of annual salary for Joe Vorih and 125%
of annual salary for Tim Pullen.
– 33% of any bonus earned will be deferred into shares under the Deferred Share Bonus Plan
(DSBP). Half of these shares will vest two years from the date of grant and the remaining half
will vest three years from the date of grant.
– In the event that a material misstatement or miscalculation subsequently comes to light
which resulted in an overpayment under the annual bonus plan or if evidence comes to light
of material misconduct by an individual, a material health and safety breach or actions that
subsequently gave rise to serious reputational damage or insolvency, then the Committee
has the flexibility to withhold the value of shares granted under the DSBP and/or to require
repayment of an appropriate portion of the annual bonus cash award in respect of the
relevant bonus year.
– The Remuneration Committee has discretion, where it believes it to be appropriate, to override
the formulaic outcome arising from the annual bonus plan.
Following a review by the Committee, Executive Director bonuses for 2024 will remain subject
to a challenging underlying EBIT target (40%), an underlying EBIT margin percentage target (25%),
an operating cash flow conversion target (15%) and structured strategic targets relating to
strategy deployment, talent management and climate strategy (20%). The plan will also be
subject to a health and safety and a compliance override, in relation to which the Committee
shall have discretion to reduce payouts in certain circumstances. It is intended that these
objectives will then cascade down through the senior management team to continue to drive
the right behaviours across the Group and to ensure that the Executive Directors and senior
management teams have incentives that are aligned. These targets will be reviewed for
ongoing suitability at the end of 2024.
The targets for these performance measures in relation to FY 2024 are deemed to be
commercially sensitive. However, retrospective disclosure of the targets and performance
against them will be provided in next year’s Remuneration Report to the extent that they
do not remain commercially sensitive at that time.
Long-Term Incentive Plan (LTIP)
Subject to shareholder approval of the Policy, it is expected that the Executive Directors will receive
awards under the LTIP during 2024. As at the time of preparing this Remuneration Report the
Committee’s intention is to grant the awards on the basis described below. Should there be any
change to the approach set out below, this would be detailed in the Stock Exchange announcement
made at the time of granting the awards and detailed in next year’s Remuneration Report.
– With regard to the quantum of FY 2024 awards, the Committee intends to make awards
at 150% of salary to the Executive Directors. In recognition of current share price volatility,
the Committee is to include the ability to adjust the number of shares vesting in the FY 2024
long-term incentive award in the event there is perceived to be a windfall gain on vesting.
– Subject to achievement of the performance targets, awards will become exercisable three
years after grant.
– In the event that a material misstatement or miscalculation subsequently comes to light
which results in too high a level of vesting under the LTIP, or if evidence comes to light of
material misconduct by an individual, a material health and safety breach or actions that
subsequently gave rise to serious reputational damage or insolvency, then the Committee
has the flexibility to withhold or recover the value of shares granted under the LTIP.
– The Remuneration Committee has discretion, where it believes it to be appropriate, to override
the formulaic outcome arising from the LTIP.
– Awards granted to Executive Directors will be subject to a two-year post-vesting holding requirement.
– Awards will be subject to a combination of underlying diluted EPS, cash conversion and
sustainability targets, assessed over a three-year performance period as detailed below,
with a TSR modifier applying to the vesting result at the end of the performance period, which
will have the ability to increase total vesting by a further 33% or reduce total vesting by 33%.
The TSR modifier is being introduced to raise the profile of shareholder returns across the
executive team. The rationale for the introduction of a cash conversion target into the LTIP is
that it aligns with the Company’s focus on operational efficiency as set out previously in the
November 2022 Capital Markets Day and the Strategy Progress Update in November 2023.
The targets have been set to align with the Company’s published medium-term targets.
Underlying diluted earnings per share
50.00%
Operating cash conversion
25.00%
Scope 3: category 1 emissions
12.50%
Sustainability (D&I)
12.50%
Total award
100.00%
50%
25%
12.5%
12.5%
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Annual Report on Remuneration continued
Underlying Diluted Earnings per Share (EPS) (50% of the award)
The EPS targets have been set as a range of growth targets from the FY 2023 EPS result.
The targets have been set with reference to both internal and external expectations for the
Company’s performance allowing for current market conditions and expected changes to
the Group’s corporate tax rate. The Committee retains discretion in line with the Policy when
testing targets (e.g. in the event of material M&A, divestments, etc.). Any use of discretion to
restate targets would ensure that the targets were no more or less challenging than when
originally set but for the relevant event. The range of targets to apply is as follows:
Underlying Diluted Earnings per Share growth over the three-year period ending 31 December 2026
Vesting
(% of this
element of the
award)
Below 4% p.a.
0%
4% p.a.
25%
10% p.a. or above
100%
Straight-line vesting will operate between these performance points.
Cash conversion (25% of the award)
Cash conversion
Vesting
(% of this
element of the
award)
Below 93%
0%
93%
25%
99% or above
100%
Cash conversion is measured as an average over the three-year period ending 31 December
2026 and is calculated on an underlying basis, defined as operating cash flow excluding
non-underlying items and capital expenditure and payment of lease liabilities relative to
EBITDA. This definition of cash conversion has been set so that it does not impact the timing of
investment decisions, or act as a disincentive to invest, with the basis of setting the target range
consistent with the assumptions used in our medium-term published targets. This method of
calculating cash conversion is more heavily weighted to operational efficiency and effective
management of working capital over the long-term, which differs from the post capital
expenditure operating cash flow conversion measure used in the annual bonus plan. Whilst the
measures are connected, they aim to incentivise different outcomes over different time periods.
On this basis, the Committee was comfortable with its choice of measures.
Sustainability Targets (25% of the award)
Sustainability targets align with the key elements of the Group’s Sustainable Solutions For Growth
strategy and its science-based targets. The first sustainability target directly aligns with the
Group’s science-based targets, whilst the second target aligns with our goal of creating a
sustainable business culture through our commitment to The 5% Club and our continuing
diversity and inclusion work. The 25% of the award subject to sustainability targets is split into
two equal components as follows:
Scope 3: category 1 emissions (12.5% of the award)
Consistent with our SBT covering scope 3: Category 1 emissions, we will target that the suppliers
representing 83% of our carbon emissions within purchased goods and services in 2026 have
science-based targets in place. The target has been set to be a stretch target with the 2023
baseline being 32% and the range of targets consistent with our SBT planning.
FY 2026 scope 3: category 1 emissions (percentage of suppliers with science-based targets in place)
Vesting
(% of this
element of the
award)
Below 70%
0%
70%
25%
83% or above
100%
Straight-line vesting will operate between these performance points.
Diversity and Inclusion (12.5% of the award)
Our 2026 objective is to have 1 in 3 early careers employees (apprenticeships and graduates)
to have a diverse characteristic, as set out below:
FY 2026 Diversity in early careers employees
Vesting
(% of this
element of the
award)
Below 27%
0%
27%
25%
33% or above
100%
Straight-line vesting will operate between these performance points.
The 2023 baseline from which the above targets were set is 27%. However, maintaining 27% is
considered to be challenging given the growth in early careers over the period and the need
to replace those already with diverse characteristics as they grow beyond early careers status.
As a result, the above range, from 27% to 33%, is challenging and consistent with our objective
of increased diversity throughout the Group which will build from our early careers employees.
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Annual Report on Remuneration continued
TSR modifier – applicable to vesting outcome
Once vesting is determined based on performance against the above metrics, a TSR modifier
will be applied to the vesting result. This will have the ability to increase total vesting by a further
33% or reduce total vesting by 33%. TSR will continue to be measured against FTSE 250 industrials
and the modifier will be applied as follows:
– TSR at or below lower quartile: the vesting result based on EPS, cash conversion and ESG
performance is reduced by 33% (i.e. the vesting result will be multiplied by a factor of 0.67).
– TSR at or above upper quartile: the vesting result is increased by 33% (i.e. the vesting result
will be multiplied by a factor of 1.33).
– TSR between performance points: the vesting result is adjusted on a straight-line basis using
a TSR performance factor of between 0.67 and 1.33.
The introduction of the TSR modifier gives rise to a higher potential vesting outcome overall
at 200% of salary from the current 150% of salary (based on a 150% of salary award and if all
performance targets and the modifier are achieved in full using the original grant price of shares
awarded). However, there is no change to the expected value of the award given that while
vesting can be increased by 33%, it can also be reduced by 33%.
Summary
The range of targets for the 2024 LTIP awards have been set to be similarly challenging to those
set in prior years. The targets were set with reference to both internal plans and external market
expectations for future performance, both of which were influenced by market conditions such
as current rates of inflation and interest rates. The Committee retains discretion to adjust vesting
outcomes (e.g. if EPS vesting outcomes are impacted by relevant events such as material M&A
or divestments, etc.). Any discretion applied by the Committee would be used to ensure that
the performance targets fulfil their original intent and were not more or less challenging than
intended when set but for the relevant events in the performance period. Furthermore, as set
out in the Policy, awards are granted subject to malus and clawback provisions.
Sharesave Plan
Invitations to employees (including Executive Directors) to participate in the Sharesave Plan have
been issued annually over the past three years and were issued to all eligible Group employees
in 2023. The Board is proposing to continue to issue invitations to join the Sharesave Plan on an
annual basis, and all eligible employees will therefore be invited to join the Sharesave Plan in
2024.
Non-Executive Director remuneration
During the year, Non-Executive Director fees were reviewed, following which it was agreed to
increase the Non-Executive Director base fee by 4% in line with the wider workforce increase.
There were no increases to the other fees.
The table below shows the fee structure for Non-Executive Directors with effect from 1 January
2024 with comparative figures for 2023. Non-Executive Director fees are determined by the full
Board except for the fee for the Chair of the Board, which is determined by the Committee.
2024
Fees
2023
Fees
Chair of the Board all-inclusive fee
£208,000
£200,000
Basic Non-Executive Director fee
£55,120
£53,000
Senior Independent Director additional fee
£10,000
£10,000
Chair of Audit Committee additional fee
£10,000
£10,000
Chair of Remuneration Committee additional fee
£10,000
£10,000
Employee engagement NED fee
£10,000
£8,000
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Strategic Report
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Audited information
The information provided in this section of the Remuneration Report up until the ‘Unaudited information’ heading on page 146 is subject to audit.
Single total figure of remuneration
The following tables set out the total remuneration for Executive Directors and Non-Executive Directors for 2023 with comparative figures for 2022.
All figures shown in £’000
2023
Salary
and
fees
(1)
Benefits
(2)
Pension
(3)
Total
fixed
Annual
bonus
(4)
LTIP
(5)
Total
variable
Other
(6)
Total
remuneration
(12)
Executive Directors
Joe Vorih
577
89
29
695
566
566
350
1,611
Tim Pullen
(7)
123
9
6
138
99
99
237
Paul James
(8)
263
36
13
312
312
Matt Pullen
(9)
175
7
9
191
142
142
328
661
Non-Executive
Directors
Kevin Boyd
200
200
Lisa Scenna
(10)
71
71
Louise Brooke-Smith
61
61
Shatish Dasani
(11)
52
52
Bronagh Kennedy
(12)
27
27
Mark Hammond
(13)
46
46
All figures shown in £’000
2022
Salary
and
fees
(1)
Benefits
(2)
Pension
(3)
Total
fixed
Annual
bonus
(4)
LTIP
(5)
Total
variable
Other
(6)
Total
remuneration
(12)
Executive Directors
Joe Vorih
469
80
23
572
94
94
666
Martin Payne
(14)
81
3
12
96
39
39
135
Paul James
340
50
51
441
57
57
498
Matt Pullen
340
14
17
371
57
57
231
659
Non-Executive
Directors
Ron Marsh
(15)
159
159
Kevin Boyd
(16)
85
85
Mark Hammond
62
62
Lisa Scenna
54
54
Louise Brooke-Smith
60
60
Louise Hardy
(17)
46
46
Annual Report on Remuneration continued
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Strategic Report
Governance
Notes to the table – methodology
1.
Salary and fees – as disclosed in the 2022 Annual Report, Joe Vorih, Paul James and Matt Pullen
received a 3% salary increase with effect from 1 January 2023, in line with the wider workforce.
The Non-Executive Director base fee was increased by 1.9% and the Chair fee was unchanged
following review of the fee on Kevin Boyd’s appointment in November 2022.
2.
Benefits – this represents the taxable value of all benefits. Executive Directors receive benefits
including car allowance, private family medical insurance and life assurance of four times
annual salary. For 2023, the benefits value for Joe Vorih includes £39,067 which relates to
temporary accommodation and travel expenses (including reimbursement of tax) which
was agreed in connection with his recruitment for the first two years of his employment. The
benefits value for Paul James includes £25,426 which relates to his contractual entitlements
to temporary accommodation and travel expenses (including reimbursement of tax) for a
transitionary period following a change in Genuit’s corporate Head Office which relocated
from Doncaster to Leeds.
3.
Pension – the pension provision in the form of a cash allowance in 2022 for Martin Payne and
Paul James, was 15% of salary. Mr James received a pension provision of 5% of salary from
1 January 2023. The pension provision for Mr Vorih, Mr M Pullen and Mr T Pullen is 5% of salary.
4.
Annual bonus – the bonus is typically paid 66.67% in cash and 33.33% deferred into shares
under the DSBP.
5.
LTIP – Paul James stepped down from the Board on 30 September 2023. As a result, his 2021 LTIP
award lapsed. As none of the other Executive Directors received an 2021 LTIP award, no LTIPs
were eligible to vest based on performance to 31 December 2023.
6.
Other – for 2023, Joe Vorih’s 2020 Spectris LTIP replacement award vested in March 2023.
The value shown in the table is based on the share price on vesting of £2.715. The awards were
granted at a share price of £5.38, so none of the value of the awards is attributable to share
price appreciation.
Other – for 2023, Matt Pullen received PILON and holiday pay of £328,191.
Other – for 2022, Matt Pullen was eligible to receive replacement share awards for awards
that were forfeited on joining Genuit. Further details are set out in the 2022 Directors’
Remuneration Report.
7.
Tim Pullen was appointed to the Board as Chief Financial Officer on 1 November 2023.
8.
Paul James stepped down from the Board on 30 September 2023.
9.
Matt Pullen stepped down from the Board on 28 April 2023 and left the Company
on 30 June 2023.
10. Lisa Scenna was appointed as Senior Independent Director on 7 March 2023.
11. Shatish Dasani joined the Board on 1 March 2023.
12. Bronagh Kennedy joined the Board on 3 July 2023.
13.
Mark Hammond stepped down as Senior Independent Director on 6 March 2023 and retired
from the Board on 31 October 2023.
14.
Martin Payne stepped down from the Board on 28 February 2022 and left the Company on
20 May 2022. The salary, benefits and pension included in the table represent his pay until he
stepped down from the Board on 28 February 2022. The annual bonus included in the table
represents the bonus for the period 1 January 2022 to 20 May 2022.
15.
Ron Marsh stepped down as Chair on 1 November 2022 and retired from the Board on
31 December 2022. Further details are provided in the 2022 Annual Report and Accounts.
16. Kevin Boyd was appointed as Chair of the Board on 1 November 2022.
17. Louise Hardy stepped down from the Board on 30 September 2022.
18. Total remuneration paid to Directors in respect of 2023 was £3,278,000 (2022: £2,424,000).
Annual Report on Remuneration continued
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Remuneration
Strategic Report
Governance
The maximum annual bonus opportunity for the Executive Directors in 2023 was as follows:
– 150% of annual salary for Joe Vorih.
– 125% of annual salary for the other Executive Directors.
– Tim Pullen is entitled to receive a pro-rated bonus for the period from 4 September 2023
(date of appointment as Interim CFO) to 31 December 2023.
– Matt Pullen is entitled to receive a pro-rated bonus for the period from 1 January 2023
to 30 June 2023.
– Paul James is not eligible to receive a performance-related annual bonus in respect of 2023.
For all Executive Directors, two thirds of the bonus earned will be paid in cash and one third will
be deferred into shares under the DSBP. Half of these shares will vest two years from the date of
grant and half will vest three years from the date of grant. Malus and clawback provisions apply
to the bonuses of all of the aforementioned Directors. The performance measures and targets
that applied to the 2023 annual bonus are set out below. This reflects the same approach used
to determine the bonus outcome for the senior management team.
Performance measure
Proportion of bonus
determined by measure
Threshold performance
Target
performance
Maximum
performance
Actual performance
% of maximum bonus payable
Group underlying EBIT
65%
EBIT
margin
25%
14.5%
25% earned
15.0%
50%
earned
16.5%
100%
earned
16.0%
85%
EBIT
40%
£93.8m
25% earned
£97.2m
50%
earned
£106.9m
100%
earned
£94.1m
27%
Operating cash flow
conversion
15%
65.6%
25% earned
68.0%
50%
earned
74.8%
100%
earned
87.7%
100%
Strategic objectives
Strategy
deployment
6.66%
Execution of business restructuring and
cost savings target
Deliver lean lighthouse projects at 3 sites
Drive GLT engagement
and communication
Embed culture and refined purpose
across the Group
Execution of bushiness restructuring cost savings target
achieved with £7m of annualised savings
Lean lighthouse projects underway at two sites,
third started. Two GLT leadership events with
positive feedback and outcomes.
Training on culture and purpose across GLT
commenced during the year
75%
Talent
management
6.66%
Active development plans, succession
planning for critical roles, retention of high
performers/future talent
Development plans and succession plans in place for 100%
of roles identified as talent and high
retention at 100%
100%
Pathway to
Net-Zero
6.66%
4% reduction in scopes 1, 2 & 3: category 1
emissions versus 2022
33% reduction*
100%
* The 33% reduction was met in part through lower production volumes and improved data reporting as we transitioned to science-based targets. However, notwithstanding the above, the target
was significantly exceeded on an underlying basis with the volume adjusted reduction being 23.4%.
Annual Report on Remuneration continued
Annual bonus
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Remuneration
Strategic Report
Governance
The total bonus payable to each Executive Director based on the assessment of performance against the targets set out above is shown below:
Total bonus payable
% of maximum
Total bonus payable
£’000 and % of salary
Joe Vorih
65.38%
£565,697 (98%)
Tim Pullen
(1)
65.38%
£98,590 (82%)
Matt Pullen
(2)
65.38%
£141,890 (82%)
1.
Tim Pullen joined the Company as Interim CFO on 4 September 2023 and as permanent CFO on 1 November 2023. The bonus payable has therefore been pro-rated for the period 4 September to 31 December 2023.
2.
Matt Pullen left the Company on 30 June 2023. Bonus payable has therefore been pro-rated for the period from 1 January to 30 June 2023.
The Committee has confirmed that it is comfortable with the outcome of the annual bonus scheme in light of the Company’s financial performance in the wider macroeconomic environment
and health and safety and compliance requirements over the period.
Annual Report on Remuneration continued
LTIP vesting
The LTIP award granted in May 2021 is due to vest in May 2024, based 25% on relative TSR performance, 50% on EPS growth, and 25% on sustainability targets split into three equal components of 8.33%
for carbon reduction targets, 8.33% for use of recycled plastics and 8.33% for The 5% Club assessed over the three financial years ended on 31 December 2023. The vested value of the award is
therefore required to be included in the 2023 single figure table.
Performance measure
Threshold
(25% of award vests)
Maximum
(100% of award vests)
Actual
Performance
% of total
award vesting
Vested shares
Estimated value of
vested shares
2023 underlying diluted EPS
26.4 pence per share
31.3 pence per share
25.1 pence per share
0%
No vested awards for current
Executive Directors
TSR performance relative to comparator group
Median
Upper quartile
Below median
0%
Sustainability targets
Carbon reduction
targets 8.33% of award
0.167 emissions
intensity
0.141 emissions
intensity
0.140
8.33%
Use of recycled plastics
8.33% of award
51.4% recycled
materials used
61.2% recycled
materials used
49.2%
0%
The 5% Club
8.33% of award
4.2% progress towards
The 5% Club
5% progress towards
The 5% Club
8.2%
8.33%
Total vesting under the 2021 LTIP award is 16.7% of maximum. Paul James stepped down from the Board on 30 September 2023. As a result, his 2021 LTIP award lapsed. As none of the other Executive
Directors received an 2021 LTIP award, no LTIPs were eligible to vest based on performance to 31 December 2023. For completeness, part of the CEO’s buyout award that was granted in 2022
in connection with his recruitment from Spectris will vest based on the proportion of the 2021 LTIP targets met, subject to ongoing employment to 17 March 2024.
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Strategic Report
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Buyout awards vesting
As set out in the 2021 and 2022 Annual Reports, Matt Pullen and Joe Vorih received buyout
awards on joining the Company to compensate for awards forfeited on leaving employment
at Saint Gobain and Spectris, respectively, to join the Company. Details of the buyout awards
that vested during the year are set out in the table below.
For Joe Vorih’s vested 2020 Spectris LTIP replacement awards, the number of shares eligible
to vest was determined by the proportion of the 2020 Spectris LTIP that vested. The award was
subject to EPS, Return on Gross Capital Employed and TSR targets measured from 1 January
2020 to 31 December 2022. The targets are set out on page 90 of the Spectris 2020 Annual
Report, available on their Company website. The structure of this award mirrors what was
forfeited on leaving Spectris, albeit the conversion into Genuit shares on joining provides
alignment with Genuit shareholders. Based on information provided by Spectris, the award
vesting level was 71.46%, and this vesting level was applied to the replacement award granted
to Joe Vorih.
For Matt Pullen’s buyout award for share awards he had earned that were forfeited on joining
the Company, the quantum of this award was structured to replicate the Saint-Gobain
awards forfeited and could be adjusted by the Committee to ensure that in the event there
would be any performance-related clawback, then this could then be replicated in what
ultimately vested.
Executive
Grant date
Number of
shares
granted
(1)
Vesting date
Vested shares
Face value of
the award at
vesting date
(2)
Joe Vorih
22 March
2022
175,081
25 March
(3)
2023
128,921
(including 3,809
dividend shares)
£350,021
Matt Pullen
30,640
22 March
2023
31,665
(including 1,025
dividend shares)
£85,496
1.
Shares were granted in the form of deferred shares as a nil-cost option.
2.
Share price at the date of vesting was £2.715 for Joe Vorih and £2.70 for Matt Pullen.
3.
The vesting date for this award mirrored the Spectris award, with vesting taking place at the later of the above date and
the date of determining the extent to which the performance conditions had been met. There was an expectation at grant
that a minimum proportion of any vested shares would be retained towards satisfying the Company’s share ownership
guidelines. As disclosed in the 2021 Directors’ Remuneration Report, Joe Vorih’s buyout award granted in connection with his
recruitment from Spectris also included an additional element due to vest on 17 March 2024 based on the proportion of the
Company’s 2021 LTIP vesting. The vesting of this part of his award will be included in the 2024 Directors’ Remuneration Report.
Scheme interests awarded during the financial year
LTIP awards
An award was granted under the LTIP to selected members of senior management, including
the Executive Directors, in April 2023. This award is subject to the performance conditions
described below and will become exercisable in April 2026.
Type of
award
Date of
grant
Award as
% of salary
Maximum
number of
shares
Face value
(£)*
Threshold
vesting
End of
performance
period
Joe Vorih
Nil -cost
option**
21 April
2023
150%
312,534
£865,094
25% of
award
31 December
2025
Paul James***
189,753
£525,236
*
The maximum number of shares that could be awarded has been calculated using the share price of £2.768 (average
closing share price for 18 to 20 April 2023) and is stated before the impact of reinvestment of the dividends paid since grant.
** In line with the 2022 awards, awards were granted as nil-cost options with an exercise date of three years from the grant
date. Therefore, there has been no change in exercise price or date.
*** Paul James stepped down from the Board on 30 September 2023 and his award lapsed on this date.
Vesting of the awards is subject to satisfaction of the performance conditions set out below,
measured over a three-year performance period ending 31 December 2025. Vesting is
calculated on a straight-line basis.
As set out in the Remuneration Committee Chair’s letter on page 120, in light of the prevailing
share price at the time of grant, the Committee also agreed the inclusion of a windfall provision
in relation to the 2023 awards.
Underlying Diluted Earnings per Share (EPS) (50% of the award)
The EPS targets are a range around FY 2025 EPS. Setting the targets with reference to the final
year of the three-year performance period mirrors standard market practice and reduces the
impact on the condition of the near-term uncertainties caused by external factors. The range
of targets to apply is as follows:
FY 2025 Underlying Diluted EPS
Vesting (% of this
element of the
award)
Below 30.1 pence
0%
30.1 pence
25%
35.6 pence or above
100%
Straight-line vesting will operate between performance points.
Annual Report on Remuneration continued
142
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Relative Total Shareholder Return Targets (25% of the award)
The relative TSR targets remain unchanged from those operated in prior years with our
performance compared against those companies included in the FTSE 250 Index that are
classified as ‘Industrials’ (c.40 comparator companies). This group remains the most appropriate
set of comparator companies as it includes those companies that are the most similar in terms
of size and business type to Genuit, and so it is likely to be management actions that drive
out-performance as opposed to external market factors. The targets that apply are as follows:
Relative TSR versus FTSE 250 Industrials
Vesting (% of this
element of the
award)
Below median
0%
Median
25%
Upper quartile (or better)
100%
Straight-line vesting will operate between performance points.
Sustainability Targets (25% of the award)
Sustainability targets align with the key elements of Genuit’s sustainability strategy and require
delivery in line with the Company’s published 2025 targets. The 25% of the award subject to
sustainability targets is split into three equal components as follows:
Carbon Reduction Targets (8.33% of the total award)
The range of targets is set based on our emissions intensity which is defined as scopes 1 & 2
tonnes of CO
2
e per tonne of output.
FY 2025 Emissions Intensity
Vesting (% of this
element of the
award)
Above 0.093
0%
0.093
25%
0.086 or below
100%
Straight-line vesting will operate between these performance points.
The 2022 baseline from which the above targets were set is 0.136 and so the above targets
are considered stretching and in line with our 2025 targeted reductions.
Use of Recycled Plastics (8.33% of the total award)
The range of targets relates to the proportion of our products that are manufactured
from recycled products.
FY 2025 % Recycled materials used
Vesting (% of this
element of
the award)
Below 57.4%
0%
57.4%
25%
62.0% or above
100%
Straight-line vesting will operate between these performance points.
The 2022 baseline from which the above targets were set is 48.7% and so the above targets
are considered stretching and in line with our 2025 target.
The 5% Club (8.33% of the total award)
The first two sustainability targets directly align with Genuit’s focus on improvements in the
way we work with the third target, aligning with creating a sustainable business culture through
our commitment to The 5% Club. This initiative, to which we fully subscribe, focuses on the
development of greater skills and training through Earn and Learn programmes. Our 2025
objective is to achieve 5% of our workforce in Earn and Learn positions with our FY 2025 target
set out below:
Progress towards The 5% Club
Vesting (% of this
element of the
award)
Below 4.6%
0%
4.6%
25%
5% or above
100%
Straight-line vesting will operate between these performance points.
The 2022 baseline from which the above targets were set is 3.5% and so the above targets
are considered stretching.
Annual Report on Remuneration continued
143
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Deferred Share Bonus Plan awards
On 21 April 2023, the Executive Directors received an award of shares under the Deferred Share
Bonus Plan relating to the 2022 annual bonus. The value of these shares was included in the
annual bonus figure in the 2022 single total figure of remuneration. No further performance
conditions apply to these shares.
Type of award
Maximum
number of
shares
Face value
(£)*
Vesting date
Joe Vorih
Deferred shares
11,367
£31,463
50% vests in each of
April 2025 and April 2026
Paul James**
Deferred shares
6,838
£18,927
Matt Pullen**
Deferred shares
6,836
£18,922
*
The award was made in the form of a nil-cost option. The maximum number of shares awarded was calculated using
the average closing share price for the three dealing days prior to grant of £2.768.
** Paul James and Matt Pullen left the Company on 30 September 2023 and 30 June 2023, respectively, and therefore their
2023 awards will vest on the normal vesting date.
Payments for loss of office and to past Directors
Matt Pullen stepped down from the Board on 28 April 2023, and left the Company on 30 June 2023.
Mr Pullen had mutually agreed with the Board that he would step down as a result of the
restructuring that had been undertaken to simplify the business which effectively made the role
of Chief Operating Officer redundant. Mr Pullen therefore received salary, pension and benefits
during the period from 1 January 2023 to 30 June 2023 totalling £190,847. As outlined in the
Remuneration Committee Chair’s letter, the Committee determined that Mr Pullen should be
treated as a good leaver for the purposes of his awards under the Long-Term Incentive Plan (LTIP).
In addition, he will receive a pro-rated annual bonus for the period from 1 January 2023 to 30 June
2023, as set out in the table on page 140. His bonus will be payable on the normal payment date
in 2024 and is subject to malus and clawback provisions. Mr Pullen remained eligible to receive
Deferred Share Bonus Plan (DSBP) awards earned in relation to prior years’ bonuses. With regards
to outstanding LTIP awards, he was granted options over 92,632 ordinary shares on 22 April 2022.
The award will remain eligible to vest in line with its normal vesting date subject to a pro-rated
reduction for the period of time in employment and subject to the achievement of the relevant
performance criteria. His awards granted under the DSBP on 22 April 2022 and 21 April 2023 over
4,648 and 6,836 shares, respectively, vest in two tranches on 22 April 2024 and 22 April 2025, and
21 April 2025 and 21 April 2026, respectively. In accordance with the DSBP rules, he will also receive
the value of dividends paid in respect of the vested shares between grant and vesting. Mr Pullen
received a payment in lieu of notice comprising salary plus benefits for the period from 30 June
2023 to 28 April 2024 of £328,191. Paul James stepped down from the Board on 30 September 2023
and ceased employment on this date. Mr James therefore received salary, pension and benefits
during the period from 1 January 2023 to 30 September 2023 totalling £311,785. Mr James is not
entitled to receive a pro-rated annual bonus in respect of this period. Mr James remained eligible
to receive Deferred Share Bonus Plan (DSBP) awards earned in relation to prior years’ bonuses.
With regards to outstanding share awards granted under LTIP, he was granted options over 68,032,
92,659, and 189,753 ordinary shares on 20 May 2021, 22 April 2022 and 21 April 2023 respectively.
These options lapsed on 30 September 2023. His awards granted under the DSBP on 22 April 2022
and 21 April 2023 over 25,852 and 6,838 shares, respectively, vest in two tranches on 22 April 2024
and 22 April 2025, and 21 April 2025 and 21 April 2026, respectively. In accordance with the DSBP rules,
he will also receive the value of dividends paid in respect of the vested shares between grant and
vesting. Paul James did not receive any payment in lieu of notice.
All payments that have or will be received will be made within the terms of the termination policy
as set out in the Policy.
Under the Company’s post-cessation of employment shareholding policy, Matt Pullen and Paul
James are required to retain the lower of the shares held at cessation of employment and shares
to the value of 200% of salary for two years post-employment. As a result, Matt Pullen and Paul
James will be required to retain their current shareholding for the period.
Mark Hammond retired from the Board on 31 October 2023 and received fees for the period
from 1 January 2023 to 31 October 2023 totalling £46,015. There were no other payments made
in connection with Mr Hammond’s retirement.
Annual Report on Remuneration continued
144
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Statement of Directors’ shareholdings and share interests
Executive Directors are expected to achieve the shareholding requirement of 200% of salary within
five years of becoming subject to the requirement. The Committee reviews ongoing individual
performance against the shareholding requirement at the end of each financial year. Joe Vorih
joined the Board in February 2022 and Tim Pullen joined the Board in November 2023, and both will
build up their shareholding in line with the aforementioned five-year timescale. Matt Pullen and
Paul James had not met the requirement at the date of cessation of their employment, therefore
they are required to retain their current shareholding for two years post-employment in line with
the Company’s policy.
The number of shares held by Directors as at 31 December 2023 is set out in the table below:
Shares owned
outright
(13)
Interests in
share incentive
schemes,
subject to
performance
conditions
Interests in share incentive
schemes, awarded without
performance conditions
Vested but
unexercised
options
LTIP
(1)
DSBP
(2)
Sharesave
(3)
Joe Vorih
(4)(5)(11)
114,828 (80% of salary)
495,673
11,367
8,144
Tim Pullen
(5)(6)
7,000 (8% of salary)
Kevin Boyd
60,825
Lisa Scenna
14,966
Louise Brooke-Smith
Shatish Dasani
(7)
27,500
Bronagh Kennedy
(8)
950
Mark Hammond
(12)
17,247
Paul James
(9)
72,832 (69% of salary)
32,690
Matt Pullen
(10)
29,652 (25% of salary)
92,632
11,484
Notes to the table
1.
This relates to shares awarded under the LTIP.
2.
This relates to shares awarded under the DSBP.
3.
This relates to share options granted under the Sharesave Plan.
4.
Joe Vorih joined the Board on 28 February 2022.
5.
For the purposes of determining the value of Executive Director shareholdings for Joe Vorih and Tim Pullen, the annual salary
for 2023 and the share price as at 29 December 2023 has been used (£4.04 per share).
6. Tim Pullen joined the Board on 1 November 2023.
7. Shatish Dasani joined the Board on 1 March 2023.
8. Bronagh Kennedy joined the Board on 3 July 2023.
9.
The shareholding for Paul James is only considered until 30 September 2023, when he stepped down from the Board and the
shareholding is calculated using the share price on that date (£3.30 per share). During the year, Paul James exercised nil-cost
options over 34,781 LTIP shares and 11,724 DSBP shares. These were exercised in advance of his leave date of 30 September 2023,
and therefore these shares are included in the ‘Shares owned outright’ column. The aggregate gain for Paul James in the year
from the exercise of these options was £127,079, based on the market price on the relevant date of exercise.
10. The shareholding for Matt Pullen is only considered until 30 June 2023, when he left the Company, and the shareholding is
calculated using the share price on that date (£2.94 per share). During the year, Matt Pullen exercised nil-cost options over 44,012
buyout awards. These were exercised in advance of his leave date of 30 June 2023, and therefore these shares are included in
the ‘Shares owned outright’ column. The aggregate gain for Matt Pullen in the year from the exercise of his buyout awards was
£131,816, based on the market price on the date of exercise.
11. During the year, Joe Vorih exercised nil-cost options relating to his 2020 Spectris replacement awards over 128,921 buyout
awards. These shares are included in the ‘Shares owned outright’ column. The aggregate gain for Joe Vorih in the year from
the exercise of his buyout awards was £374,516, based on the market price on the date of exercise.
12. Mark Hammond retired from the Board on 31 October 2023.
13. All shares within the ‘Shares owned outright’ column include those held by connected persons.
14. Note – all outstanding scheme interests are in the form of nil-cost options.
Annual Report on Remuneration continued
145
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Unaudited information
The information provided in this section of the Directors’ Remuneration Report is not subject to audit.
Performance graph and CEO remuneration table
The chart below compares the Total Shareholder Return performance of the Company over the
period from Admission to 31 December 2023 to the performance of the FTSE 250 Index. This index has
been chosen because it is a recognised equity market index of which the Company is a member.
The base point in the chart for the Company equates to the Offer Price of £2.45 per share. The table
below summarises the CEO single figure for total remuneration, annual bonus payouts and
long-term incentive vesting levels as a percentage of maximum opportunity over this period.
Genuit
FTSE 250
£50
£0
£100
£150
£200
£250
£300
Value of £100 invested at the
Offer Price on the date of
Admission (FTSE 250 Index)
16 Apr
2014
(Admission)
31 Dec
2023
31 Dec
2022
31 Dec
2021
31 Dec
2020
31 Dec
2019
31 Dec
2018
31 Dec
2017
31 Dec
2016
31 Dec
2015
31 Dec
2014
The table below summarises the CEO single figure total remuneration, annual bonus payouts
and long-term incentive vesting levels as a percentage of maximum opportunity over this period.
2014
2015
2016
2017
(1)
2017
(2)
2018
(3)
2019
(3)
2020
(3)
2021
(3)
2022
(6)
2022
(4) (5)
2023
CEO single figure
of remuneration
£’000
955
919
948
717
218
1,014
944
717
1,390
666
135
1,611
Annual bonus
payout (as a
% of maximum
opportunity)
88.7% 68.2% 69.4% 66.8% 66.8% 48.9%
24.8%
n/a
93% 13.36% 13.36%
65.38%
LTIP vesting
outturn (as a
% of maximum
opportunity)
n/a
n/a
n/a
n/a
n/a 87.8% 54.5%
25%
25%
n/a
0%
n/a
1.
This reflects the remuneration received by David Hall, CEO for the period from 1 January 2017 to 1 October 2017.
2.
This reflects the remuneration received by Martin Payne who was appointed as CEO on 2 October 2017 following the retirement
of David Hall.
3.
The first LTIP award was granted in 2014 and so no LTIPs were due to vest between 2014 and 2017.
4.
The LTIP vesting out-turn percentages show the payout as a percentage of maximum of the LTIP award for which the three
financial years over which performance is measured ends on 31 December of the year being reported on. Therefore, the 2022
figure shows the payout for the 2020 LTIP award.
5. This reflects the remuneration received by Martin Payne, CEO from 1 January 2022 to 28 February 2022.
6. This reflects the remuneration received by Joe Vorih, CEO from 28 February 2022.
7.
Joe Vorih received his first grant under the LTIP in April 2022. Therefore, no LTIP awards were eligible to vest in 2022 and 2023.
Average percentage change in the remuneration of the Directors (audited)
The table below sets out the percentage change in base salary, value of taxable benefits and
bonus for all the Directors compared with the average percentage change for employees.
Average percentage
change 2022/23
Average percentage
change 2021/22
Average percentage
change 2020/21
Average percentage
change 2019/20
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
(2)
Salary/
fees
Taxable
benefits
Annual
bonus
(2)
Salary/
fees
Taxable
benefits
Annual
bonus
(2)
Executive Directors
Joe Vorih
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Paul James
n/a
n/a
n/a
11.10%
(4)
285%
(4)
-84%
2.2%
(1)
0%
100%
3.0%
(1)
0% -100%
Matt Pullen
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Non-Executive Directors
Kevin Boyd 135.3%
(6)
n/a
n/a
49.1%
(6)
n/a
n/a
2.2%
(1)
n/a
n/a
n/a
n/a
n/a
Mark
Hammond
n/a
n/a
n/a
5.10%
n/a
n/a
2.2%
(1)
n/a
n/a
3.0%
(1)
n/a
n/a
Lisa
Scenna
31.5%
(5)
n/a
n/a
10.2%
(5)
n/a
n/a
2.2%
(1)
n/a
n/a
3.0%
(1)
n/a
n/a
Shatish
Dasani
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Bronagh
Kennedy
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Louise
Brooke-
Smith
2.2%
n/a
n/a
5.30%
n/a
n/a
2.2%
(1)
n/a
n/a
3.0%
(1)
n/a
n/a
Employee
average
5.7%
0%
100%
3.0%
0%
-4.4%
2.2%
0%
100%
3.0%
0%
2.4%
(1)
Notes:
1.
The 2.2% increase in 2020/2021 reflects the salary increase following the decrease after the response to the Covid-19 pandemic.
The 3.0% figure in 2019/2020 excludes the impact of the voluntary salary reduction during the year.
2.
The Annual Bonus Plan for Executive Directors was not operated during 2020.
3.
Where an incumbent has not served a full year in 2022 or 2023, the change has not been included as it would not
be representative.
4.
As disclosed in the 2021 Annual Report, Paul James received an increase of 10.56% in salary from 1 January 2022, consistent
with the rate of increase detailed to institutional investors during the Policy review process. In addition, Paul James received
benefits for his contractual entitlements to temporary accommodation and travel expenses (including reimbursement of tax)
for a transitionary period following a change in Genuit’s corporate Head Office which relocated from Doncaster to Leeds.
5.
Lisa Scenna became Remuneration Committee Chair on 30 September 2022 and Senior Independent Director on 7 March 2023,
resulting in an increase in fees received.
6.
In November 2022, Kevin Boyd was appointed as Chair resulting in an increase in fees received.
Annual Report on Remuneration continued
146
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
CEO pay ratio
The table below illustrates the ratio between CEO pay for 2023 (as shown in the single figure table
on page 138) and the indicative full-time equivalent total remuneration for employees ranked
at the lower quartile, median and upper quartile.
CEO pay ratio
2019
2020
2021
2022
2023
Method
A
B
B
B
B
Upper quartile
28:1
19:1
40:1
21:1
41:1
Median
37:1
24:1
54:1
29:1
55:1
Lower quartile
44:1
29:1
65:1
36:1
61:1
For 2023, in line with the relevant legislation, the analysis has been completed using Option B, given
the availability of data and in order that a direct comparison can be shown against last year.
Gender pay has been calculated in line with the guidance, and details can be found in the Gender
Pay Gap Report published on our website.
In determining the quartile figures, the hourly rates were annualised using the same number of
contracted hours as the CEO. One UK employee with the relevant annual salary was then chosen
for each quartile and the single total remuneration figure was calculated to compare to the CEO.
Using gender pay data ensures that these individuals are reasonably representative of pay levels
at the 25th, 50th and 75th percentile as the single total remuneration figure for these individuals
is similar to other employees with a similar annual salary. Pay has been calculated for the period
1 January 2023 to 31 December 2023.
In FY 2020, the CEO voluntarily waived 20% of salary between the months of April and August due
to the impact of the Covid-19 pandemic. In addition, the Committee made the decision not to
operate the annual bonus plan for the Executive Directors in 2020. This resulted in a drop in the
CEO pay ratio. As the CEO received his full salary in FY 2021, the bonus was reinstated and the LTIP
vested, this resulted in a subsequent increase in the CEO pay ratio. In FY 2022, no LTIP vested and
the bonuses were lower than the prior year, resulting in a decrease in the ratio. For FY 2022 the
ratio included the remuneration for Joe Vorih and Martin Payne during the periods that these
individuals undertook the role of CEO. In FY 2023, the CEO received his full salary and the bonus
was higher than in the prior year. In addition, Joe received buyout awards on joining the Company
to compensate for awards forfeited on leaving employment at Spectris. As a result, the pay
ratio increased.
The ratio is considered within the expected range for the Company and is consistent with the
pay and reward policies for our UK employees overall.
The salary and total pay for the individuals identified at the Lower quartile, Median and Upper
quartile positions in 2023 are set out below:
Salary
Total Pay
CEO single figure
£576,800
£1,611,000
Upper quartile
£37,844
£39,712
Median
£28,225
£29,072
Lower quartile
£25,664
£26,434
Relative importance of the spend on pay
The charts below illustrate the total expenditure on pay for all of the Company’s employees
compared to dividends payable to shareholders.
Employee remuneration costs
£m
Dividends
£m
2023
2022
146.0
148.2
2023
2022
30.8
30.5
Shareholder voting on remuneration resolutions
Details of the votes cast in relation to our remuneration resolutions in 2021 and 2023
are summarised below:
Votes for
Votes against
Votes withheld
Approval of the Remuneration Policy – 2021 AGM
198,146,521
(96.32%)
7,576,774
(3.68%)
5,526
Approval of the Annual Report on Remuneration – 2023 AGM
204,887,663
(95.51%)
9,631,778
(4.49%)
1,539
External board appointments
Executive Directors are not normally entitled to accept a Non-Executive Director appointment
outside the Company without the prior approval of the Board. Following Board approval, Joe Vorih
was appointed as a Non-Executive Director of Senior plc on 1 January 2024, and retains the fees
from that appointment.
Annual General Meeting
This Annual Report on Remuneration will be subject to an advisory shareholder vote at our AGM
scheduled to be held on 28 May 2024.
By order of the Board.
Lisa Scenna
Chair of the Remuneration Committee
12 March 2024
Annual Report on Remuneration continued
147
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Financial
statements
149
Independent Auditor’s Report
158
Group Income Statement
159
Group Statement of Comprehensive Income
160
Group Balance Sheet
161
Group Statement of Changes in Equity
162
Group Cash Flow Statement
163
Notes to the Group Financial Statements
191
Directors’ Responsibilities Statement
192
Company Balance Sheet
193
Company Statement of Changes in Equity
194
Company Cash Flow Statement
195
Notes to the Company Financial Statements
200
Five-Year Summary
148
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Independent Auditor’s Report to the Members of Genuit Group plc
Opinion
In our opinion:
– Genuit Group plc’s group financial statements and parent company financial statements
(the “financial statements”) give a true and fair view of the state of the group’s and of the parent
company’s affairs as at 31 December 2023 and of the group’s profit for the year then ended;
– the group financial statements have been properly prepared in accordance with UK adopted
international accounting standards;
– the parent company financial statements have been properly prepared in accordance with
UK adopted international accounting standards as applied in accordance with section 408
of the Companies Act 2006; and
– the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Genuit Group plc (the ‘parent company’) and its
subsidiaries (the ‘group’) for the year ended 31 December 2023 which comprise:
Group
Parent company
Group Balance Sheet as at 31 December 2023
Company Balance Sheet as at 31 December 2023
Group Income Statement for the year
then ended
Company Statement of Changes in Equity
for the year then ended
Group Statement of Comprehensive Income
for the year then ended
Company Cash Flow Statement for the year
then ended
Group Statement of Changes in Equity
for the year then ended
Related notes 1 to 9 to the financial statements
including material accounting policy information
Group Cash Flow Statement for the year
then ended
Related notes 1 to 29 to the financial statements,
including material accounting policy information
The financial reporting framework that has been applied in their preparation is applicable law
and UK adopted international accounting standards and as regards the parent company
financial statements, as applied in accordance with section 408 of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
Auditor’s responsibilities for the audit of the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Independence
We are independent of the group and parent in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities
in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group
or the parent company and we remain independent of the group and the parent company
in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern
basis of accounting in the preparation of the financial statements is appropriate. Our evaluation
of the directors’ assessment of the group and parent company’s ability to continue to adopt the
going concern basis of accounting included:
– Performing a walkthrough of the Group’s financial close process to confirm our understanding
of management’s going concern assessment process and engaging with management to
ensure all key risk factors we identified were considered in their assessment.
– Obtaining management’s going concern assessment including the cashflow forecasts
and covenant calculations for the going concern period which covers the 21 month period
to 31 December 2025 then performing procedures to confirm the clerical accuracy and
appropriateness of the underlying model.
– Obtaining the Group’s revolving credit facility and agreeing the level of facilities available,
the applicable covenants, and the renewal date of August 2027 to management’s assessment.
– Assessing the Group’s base case scenario for consistency with budgets and cash flow forecasts
approved by the Board of Directors and those used by the Group in other accounting estimates
such as the goodwill impairment assessment.
– Challenging the appropriateness of the base case assumptions relating to future levels of
demand, raw material availability and cost, and future energy prices, including the impact of
climate change. Our procedures included analysis of external market data to consider any
contradictory sector forecasts, considerations of the current macroeconomic climate and the
disclosed climate change commitments of the group.
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– Reviewing and reperforming management’s stress test of their cashflow forecasts and
covenant calculations in order to quantify and then consider the plausibility of the downside
scenarios required to exhaust the Group’s forecast liquidity or breach the Group’s covenant
ratios. We specifically considered the quantum of revenue reduction and unrecovered cost
inflation required to exhaust liquidity and breach the Group’s covenant ratios.
– Considering the impact and feasibility of potential mitigating activities that are within control
of management, such as reducing capital expenditure and dividend payments.
– Reviewing the Group’s going concern disclosures included in the annual report in order to assess
their completeness and conformity with the reporting standards.
Our key observations:
– The directors’ assessment forecasts that the Group will maintain sufficient liquidity throughout
the going concern assessment period in the base case scenario.
– The directors have modelled several downside scenarios including a loss of production, loss
of a major customer, product failure, recession, increases in interest rates and increases in raw
material prices. In all scenarios, the Going Concern basis remains appropriate, with no breach
of covenant or shortfall of liquidity in the Going Concern period.
– The Group has a significant undrawn committed borrowing facility (£120.0m) at the balance
sheet date, which is available until August 2027.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the group
and parent company’s ability to continue as a going concern to 31 December 2025.
In relation to the group and parent company’s reporting on how they have applied the UK
Corporate Governance Code, we have nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements about whether the directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report. However, because not all future events or
conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue
as a going concern.
Overview of our audit approach
Audit scope
We performed an audit of the complete financial information of 8 components
and audit procedures on specific balances for a further 5 components.
The components where we performed full or specific audit procedures accounted
for 93% of adjusted Profit before tax, 92% of Revenue and 97% of Total assets.
Key audit
matters
Risk of inappropriate revenue recognition arising from manual adjustments.
Risk of inappropriate revenue recognition arising through inaccurate accounting
for customer rebates within Building Products.
Risk of an unrecognised impairment of goodwill within the Adey Cash
Generating Unit.
Materiality
Overall group materiality of £3.3m which represents 5% of adjusted Profit before tax.
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance
materiality determine our audit scope for each company within the Group. Taken together, this
enables us to form an opinion on the consolidated financial statements. We take into account size,
risk profile, the organisation of the group and effectiveness of group-wide controls, changes in the
business environment, the potential impact of climate change and other factors such as recent
Internal audit results when assessing the level of work to be performed at each company.
In assessing the risk of material misstatement to the Group financial statements, and to ensure
we had adequate quantitative coverage of significant accounts in the financial statements,
of the 43 reporting components of the Group, we selected 13 components covering entities within
the United Kingdom, which represent the principal Business Units within the Group.
Of the 13 components selected, we performed an audit of the complete financial information
of 8 components (“full scope components”) which were selected based on their size or risk
characteristics. For the remaining 5 components (“specific scope components”), we performed
audit procedures on specific accounts within that component that we considered had the
potential for the greatest impact on the significant accounts in the financial statements either
because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 93% (2022: 95%)
of the Group’s adjusted Profit before tax, 92% (2022: 90%) of the Group’s Revenue and 97%
(2022: 95%) of the Group’s Total assets. For the current year, the full scope components contributed
78% (2022: 86%) of the Group’s adjusted Profit before tax, 80% (2022: 80%) of the Group’s Revenue
and 94% (2022: 92%) of the Group’s Total assets. The specific scope component contributed 15%
(2022: 9%) of the Group’s adjusted Profit before tax, 12% (2022: 10%) of the Group’s Revenue and 3%
(2022: 3%) of the Group’s Total assets. The audit scope of these components may not have
included testing of all significant accounts of the component but will have contributed to the
coverage of significant accounts tested for the Group.
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Of the remaining 30 components that together represent 7% of the Group’s adjusted Profit before
tax, none are individually greater than 2% of the Group’s adjusted Profit before tax. For these
components, we performed review scope procedures which primarily consist of analytical
review. For certain locations with statutory audit requirements, we also performed incremental
procedures. This included performing data analytics in respect of revenue transactions and
manual accounting entries to identify unusual transactions, attendance at stock counts where
inventory balances were significant and obtaining external confirmation of cash to respond to
any potential risks of material misstatement to the Group financial statements.
The charts below illustrate the coverage obtained from the work performed by our audit teams.
Changes from the prior year
The approach to scoping the Group remains in line with prior year. Our approach is in line
with EY’s audit methodology and International Standards on Auditing (UK).
Involvement with component teams
All audit work performed for the purposes of the audit was undertaken by the Group audit team.
Climate change
Stakeholders are increasingly interested in how climate change will impact Genuit Group plc.
The Group has determined that the most significant future impacts from climate change on their
operations relate to potential disruption to the supply chain, transition risks relating to carbon
taxes and climate reporting obligations and also the market opportunities it presents through
the development of low emission and climate resilient products and services. These are explained
on pages 31 to 40 in the required Task Force On Climate Related Financial Disclosures and on
pages 66 to 73 in the principal risks and uncertainties. They have also explained their climate
commitments on pages 22 to 30. All of these disclosures form part of the “Other information,”
rather than the audited financial statements. Our procedures on these unaudited disclosures
therefore consisted solely of considering whether they are materially inconsistent with the
financial statements, or our knowledge obtained in the course of the audit or otherwise appear
to be materially misstated, in line with our responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts of climate change
on the Group’s business and any consequential material impact on its financial statements.
The Group has explained how climate change has been reflected in the financial statements in note
2.2 and note 17, stating that there is no material adverse impact of climate change in the short to
medium-term. The ‘Other Information’ within the Annual Report includes management’s assessment
of how their long-term climate net-zero aspirations align with the Paris Agreement to achieve
net-zero emissions by 2050. There are no significant judgements or estimates relating to climate
change in the notes to the financial statements as management has not identified any material
short-term impacts from climate change. Note 17 explains that the long-term impact of climate
change risks and opportunities are uncertain and are still developing and as such the degree of
certainty of all these changes means that they cannot be taken into account when assessing
future cashflows under the requirements of UK adopted International Accounting Standards.
Our audit effort in considering the impact of climate change on the financial statements
was focused on evaluating management’s assessment of the impact of climate risks and
opportunities, as described above, and as disclosed on pages 36 to 39 and whether these
have been appropriately reflected in asset values where these are impacted by future cash flows.
This was relevant for the impairment testing of goodwill following the requirements of UK adopted
International Accounting Standards. As part of this evaluation, we performed our own risk
assessment, supported by our climate change internal specialists, to determine the risks of
material misstatement in the financial statements from climate change which needed to be
considered in our audit.
We also challenged the Directors’ considerations of climate change risks in their assessment of
going concern and viability and associated disclosures. Where considerations of climate change
were relevant to our assessment of going concern, these are described above.
Based on our work, whilst we have not identified the impact of climate change on the financial
statements to be a standalone key audit matter, we have considered the impact on the following
key audit matter: Risk of an unrecognised impairment in the Adey Cash Generating Unit. Details of
the impact, our procedures and findings are included in our explanation of key audit matter below.
78%
7%
15%
80%
8%
12%
94%
3%
3%
Adjusted Profit before Tax
Full scope components
78.00%
Specific scope components
15.00%
Other procedures
7.00%
Revenue
Full scope components
80.00%
Specific scope components
12.00%
Other procedures
8.00%
Total assets
Full scope components
94.00%
Specific scope components
3.00%
Other procedures
3.00%
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Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant
assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in our opinion thereon,
and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Inappropriate revenue recognition arising
from manual adjustments.
Refer to the Audit Committee Report (page 106);
Accounting policies (page 163); and Note 3.1.2 of
the Consolidated Financial Statements (page 169)
The Group has reported revenue of £586.5m (2022:
£622.2m). Revenue is stated net of rebates payable which
are considered in the subsequent key audit matter.
The timing of revenue recognition is relevant to the
reported performance of the Group as a whole and also
to the completeness of the rebate expense and related
year end liabilities. Through manual adjustments, there
is the opportunity to misstate revenue between periods
in order to influence reported results.
We consider the significant risk to be primarily associated
with those components contributing more than 5% of the
Group’s revenue as any potential error could result in a
material misstatement of the Group financial statements.
For the remaining components whilst we consider there
to be a risk of management override of controls to
misstatement revenue, we do not consider any individual
component to represent a significant risk of material
misstatement.
There has been no change in our assessment of this risk
when compared to the prior year.
We obtained an understanding of the process and controls in place over the recognition of
revenue including approval of manual adjustments recorded as part of the financial statement
close process.
We obtained an understanding of the IT systems and the role of IT in initiating, recording and
reporting revenue transactions within the Group’s accounting systems.
Of the 8 full scope components, 7 components recorded revenue that was material to the Group
and are specifically impacted by the identified fraud risk.
For 6 of the 7 full scope components with significant revenue and all specific scope components,
representing 89% of the Group’s revenues, we used data analytics to analyse the full populations
of revenue transactions by correlating sales postings with receivables and cash throughout the
year to identify any unusual transactions.
Through this, we identified revenue recognised through manual adjustments or manual journals
for targeted testing.
We performed analysis by month to identify unusual trends in revenue and gross margin that
could indicate inappropriate revenue recognition.
For the remaining full scope component covering 3% of revenue, we performed tests of detail
over revenue recognised in the year by agreeing a representative sample of sales to supporting
documentation including proof of delivery and testing related cash receipts throughout the year.
We also performed procedures to identify and assess the appropriateness of manual
adjustments.
For all full scope components, we inspected a sample of pre and post year-end sales invoices
to assess whether they relate to completed deliveries and have been recognised in the
correct period.
We performed subsequent review procedures to identify any post year end manual journals
impacting the year-end.
For the remaining revenue recorded within Components not subject to direct testing we have
performed analytical review procedures and data analytics procedures.
We have reviewed Genuit’s Group revenue recognition policy against the requirements of IFRS 15
with a focus on ensuring the performance obligations are appropriately reflected in the Group’s
approach to recognising revenue.
We assessed the adequacy of the disclosure of revenue within the annual report and accounts.
Through our procedures performed
we have not identified any
unsupported manual adjustments
to revenue, or any unexplained
anomalies from our revenue analytics.
No significant manual adjustments
or unusual accounting entries were
identified through our testing.
No material errors in the timing of
revenue recognition were identified.
We concluded that revenue
recognised in the year is appropriate
and found no evidence of
management bias.
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Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Inappropriate revenue recognition arising through
inaccurate accounting for customer rebates within
Building Products.
Refer to the Audit Committee Report (page 106);
Accounting policies (page 163); and Note 3.1.2 of
the Consolidated Financial Statements (page 169)
The total value of customer rebates recognised in
the year and accrued for at the balance sheet date
is material.
The Group’s pricing structure includes rebate
arrangements with customers. Many of these
arrangements are relatively straightforward, being
based on agreed percentages of sales made to
direct customers during the period.
A proportion of the Group’s rebate agreements are with
indirect customers and estimation is required when
determining the rebate accrual at the balance sheet
date. This is particularly the case for indirect rebates
within the Sustainable Business Solutions operating
segment (Building Products business) where the rebate
is driven by claims which may not have been received
or verified at the time when the liabilities are recognised.
These claims are made on the basis of installations in line
with specification rather than purchases from the Group.
There has been no change in our assessment of this risk
when compared to the prior year.
We obtained an understanding of management’s process and controls in place over recognition
and recording of rebates, including key assumptions such as volumes and related targets and
claim compliance rates for Developers.
We obtained an understanding of the IT systems and the role of IT in initiating, recording and
reporting rebate transactions within the Group’s accounting systems.
We reviewed significant, new and existing rebate agreements and tested a sample of payments
made during the year in order to validate the charges incurred and settled during the year.
We utilised data analytics to identify unusual transactions recorded in rebate accounts that could
indicate management override of controls.
For Developer rebates, we reviewed external information to develop our own point estimate of the
year-end rebate. We tested the accuracy of quarterly estimates made by management against
actual claim amounts. We tested the compliance rates of actual claims received to understand
the value of claims that were subsequently paid out during the year.
For Merchant rebates, we developed an independent expectation of the annual rebate charge
and year end liability, including any charge associated with targeted rebate clauses, and
compared this to management’s annual charge and year end liability.
We performed completeness procedures on the year end rebate held by comparing a sample
of customers who claimed during the year to the rebate charge and closing balance.
We reviewed material post year end bank payments and claims received and compared these
to management’s year end estimates.
For Merchant rebates, we compared the 2023 charge from the December 2023 schedule to
the 2023 charge from the January 2024 schedule to understand changes to the rebate charge
that were made subsequent to the year-end.
We compared the prior year accrual to the actual claims verified and paid in the year
to understand the historical accuracy of management’s estimation.
We concluded that management’s
judgments were materially consistent
with our expectations and
recalculations based on external
sources, post year end claim activity
and historic settlement rates.
We concluded that the rebate
expense recognised during the year
and the liability at the period end
is appropriate.
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Risk
Our response to the risk
Key observations communicated
to the Audit Committee
Risk of an unrecognised impairment of goodwill
within the Adey Cash Generating Unit (CGU)
Refer to the Audit Committee Report (page 106);
Accounting policies (page 163); and Note 3.2.1 of the
Consolidated Financial Statements (page 169)
There is a risk that there is an unrecognised impairment
against goodwill within the Adey CGU. The forecasts in
the CGU are highly sensitive to key assumptions including
the revenue growth rates, margin assumptions and
discount rate.
We assessed the appropriateness of the individual CGU’s identified in line with IAS 36.
We walked through and understood management’s approach to the goodwill impairment
assessment and walked through the Groups budgeting process to understand the key
assumptions made in the budget. This included confirming the underlying cash flows are
consistent with the Board approved business plan and appropriately consider the effects
of material climate risks as disclosed on pages 36 to 39.
We obtained an understanding of the role of IT in the goodwill impairment assessment process,
including the source of underlying data.
We assessed whether the model is prepared in accordance with IAS 36 and we utilised out
valuation specialists to support in our assessment of the appropriateness of Management’s
discount rate and methodology.
We challenged the long-term growth rate within the discounted cashflow calculations.
We understood and challenged Management’s forecast future cashflows, to assess key inputs and
to compare these against industry expectations. We challenged the assumptions underpinning
the growth rates, including the expected recovery following recent market decline, considerations
over economic uncertainty in the short-term and how the medium to longer-term risks and
opportunities were factored in to future cashflows. This included assessment of how Management
incorporated the opportunities presented by climate change in the long-term growth rates.
We challenged the forecast cost assumptions, to assess that the forecasts were reasonable
and in line with IAS 36.
We audited the disclosures in accordance with IAS 36 and IAS 1, including the requirement
for sensitivity disclosures.
We consider management’s
assessment appropriately reflects the
requirements of IAS 36 and captures
the risks to future cashflows.
We concluded that the carrying value
of the goodwill recognised in the Adey
Cash Generating Unit was appropriate.
In the prior year, our auditor’s report included a key audit matter in relation to the risk of an unrecognised impairment in the Climate & Ventilation Cash Generating Unit. In the current year, no specific
indicators of impairment have been identified in respect of this Cash Generating Unit.
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Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect
of identified misstatements on the audit and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could
reasonably be expected to influence the economic decisions of the users of the financial
statements. Materiality provides a basis for determining the nature and extent of our
audit procedures.
We determined materiality for the Group to be £3.3 million (2022: £3.7 million), which is 5% (2022: 5%)
of adjusted Profit before tax. We believe that adjusted Profit before tax provides us with a
consistent basis for calculating materiality as it excludes the impact of one-off items that are
not related to the underlying operations of the Group.
We determined materiality for the Parent Company to be £3.1 million (2022: £3.7 million), which is 1%
(2022: 1%) of total equity.
Starting basis
– Group profit before tax – £48.4 million.
Adjustments
– Adjusted for non-underlying items excluding amortisation or acquired
intangible assets
Materiality
– Totals £65.7m Group adjusted profit before tax
– Materiality of £3.3m (5% of Group’s adjusted profit before tax)
During the course of our audit, we reassessed initial materiality with the only change in the final
materiality from our original assessment, being to reflect the actual reported performance of the
Group in the year.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount
to reduce to an appropriately low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control
environment, our judgement was that performance materiality was 75% (2022: 75%) of our
planning materiality, namely £2.5m (2022: £2.8m). We have set performance materiality at this
percentage due to our assessment of the control environment and assessment that there is
a lower likelihood of misstatements.
Audit work at component locations for the purpose of obtaining audit coverage over significant
financial statement accounts is undertaken based on a percentage of total performance
materiality. The performance materiality set for each component is based on the relative
scale and risk of the component to the Group as a whole and our assessment of the risk of
misstatement at that component. In the current year, the range of performance materiality
allocated to components was £0.5m to £2.2m (2022: £0.5m to £2.2m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit
differences in excess of £0.2m (2022: £0.2m), which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of
materiality discussed above and in light of other relevant qualitative considerations in forming
our opinion.
Other information
The other information comprises the information included in the annual report set out on pages
1 to 147, other than the financial statements and our auditor’s report thereon. The directors are
responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to
the extent otherwise explicitly stated in this report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit or otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are required to determine
whether this gives rise to a material misstatement in the financial statements themselves.
If, based on the work we have performed, we conclude that there is a material misstatement
of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements and
those reports have been prepared in accordance with applicable legal requirements;
– the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5 and
7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the Financial Conduct
Authority (the FCA Rules), is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements; and
– information about the company’s corporate governance statement and practices and about
its administrative, management and supervisory bodies and their committees complies with
rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
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Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its
environment obtained in the course of the audit, we have not identified material misstatements in:
– the strategic report or the directors’ report; or
– the information about internal control and risk management systems in relation to financial
reporting processes and about share capital structures, given in compliance with rules 7.2.5
and 7.2.6 of the FCA Rules.
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
– adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
– the parent company financial statements and the part of the Directors’ Remuneration Report
to be audited are not in agreement with the accounting records and returns; or
– certain disclosures of directors’ remuneration specified by law are not made; or
– we have not received all the information and explanations we require for our audit; or
– a Corporate Governance Statement has not been prepared by the company.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability
and that part of the Corporate Governance Statement relating to the group and company’s
compliance with the provisions of the UK Corporate Governance Code specified for our review
by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the Corporate Governance Statement is materially consistent with the financial
statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 113;
– Directors’ explanation as to its assessment of the company’s prospects, the period this
assessment covers and why the period is appropriate set out on page 113;
– Director’s statement on whether it has a reasonable expectation that the group will be able
to continue in operation and meets its liabilities set out on page 113;
– Directors’ statement on fair, balanced and understandable set out on page 109;
– Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 66 to 73;
– The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 90; and;
– The section describing the work of the audit committee set out on pages 106 to 112.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 116, the directors
are responsible for the preparation of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the directors determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and
parent company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the group or the parent company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue
an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect
a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities,
including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We
design procedures in line with our responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those
charged with governance of the company and management.
– We obtained an understanding of the legal and regulatory frameworks that are applicable
to the group and determined that the most significant are frameworks which are directly
relevant to specific assertions in the financial statements are those that relate to the reporting
framework (UK adopted international accounting standards, the Companies Act 2006 and
UK Corporate Governance Code). In addition, we concluded that there are certain significant
laws and regulations which may have an effect on the determination of the amounts and
disclosures in the financial statements including the relevant tax compliance regulations in
the UK and those laws and regulations relating to health and safety and employee matters.
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– We understood how Genuit Group plc is complying with those frameworks by making enquiries
of Group and Component management, as well as those charged with governance. We
corroborated our enquiries through our review of board minutes and papers provided to the
Audit Committee. Further, through our detailed audit procedures we have considered whether
any evidence has been identified that indicates non-compliance with the relevant laws and
regulations has occurred.
– We assessed the susceptibility of the group’s financial statements to material misstatement,
including how fraud might occur by understanding the Group’s performance against market
expectations; understanding the Group’s performance against internal key performance
indicators used when calculating management’s variable remuneration; identifying key
judgments and estimates including rebate accounting that can materially impact the financial
statements; and understanding the controls and processes in place for the prevention and
detection of fraudulent activity and financial reporting.
– Based on this understanding we designed our audit procedures to identify non-compliance
with such laws and regulations. Our procedures involved those outlined in the revenue and
rebate key audit matters above, as well as testing manual journals recorded at the component
and consolidation level and understanding unusual and one-off transactions. Where relevant,
we have corroborated the basis of accounting judgements and estimates with employees
and specialists outside of the finance functions such as the Company Secretary, the Group
IT function, the Group Legal function, commercial management and through reading any
correspondence with regulatory bodies.
A further description of our responsibilities for the audit of the financial statements is located on
the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Other matters we are required to address
– Following the recommendation from the audit committee, we were appointed by the company
in 2012 to audit the Group’s financial statements for the year ending 31 December 2012 and
subsequent financial periods. In 2014, upon the Group’s listing on the London Stock Exchange the
Group became subject to the rotation requirements under the UK Corporate Governance Code,
Competition and Markets Authority and the EU Audit Directive.
– The period of total uninterrupted engagement since the Group was subject to these rotation
requirements is 10 years. In total the period of uninterrupted engagement including previous
renewals and reappointments is 12 years, covering the years ending 31 December 2012 to
31 December 2023.
– Following a competitive tender process during 2023, we were reappointed as auditor of the
Company for the period ending 31 December 2024 and subsequent financial periods. The audit
opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body, for our
audit work, for this report, or for the opinions we have formed.
Mark Morritt (Senior statutory auditor)
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Leeds
12 March 2024
Independent Auditor’s Report to the Members of Genuit Group plc continued
157
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Financial Statements
Remuneration
Strategic Report
Governance
Group Income Statement
For the year ended 31 December 2023
2023
2022
Notes
Underlying
£m
Non-
underlying
£m
Total
£m
Underlying
£m
Non-
underlying
£m
Total
£m
Revenue
5
586.5
586.5
622.2
622.2
Cost of sales
6, 8
(338.7)
(2.0)
(340.7)
(372.1)
(2.5)
(374.6)
Gross profit
247.8
(2.0)
245.8
250.1
(2.5)
247.6
Selling and distribution costs
(73.5)
(1.0)
(74.5)
(81.5)
(81.5)
Administration expenses
8
(79.4)
(11.8)
(91.2)
(70.2)
(12.3)
(82.5)
Amortisation of intangible assets
8
(0.8)
(14.8)
(15.6)
(0.2)
(15.2)
(15.4)
Impairment of intangible assets
8
(2.5)
(2.5)
(2.8)
(2.8)
Impairment of goodwill
8
(12.0)
(12.0)
Operating profit
5, 6
94.1
(32.1)
62.0
98.2
(44.8)
53.4
Finance costs
8, 11
(13.6)
(13.6)
(7.6)
(0.4)
(8.0)
Profit before tax
5
80.5
(32.1)
48.4
90.6
(45.2)
45.4
Income tax
8, 12
(17.9)
8.0
(9.9)
(14.1)
5.2
(8.9)
Profit for the year attributable to the owners of the parent company
62.6
(24.1)
38.5
76.5
(40.0)
36.5
Basic earnings per share (pence)
13
15.5
14.7
Diluted earnings per share (pence)
13
15.4
14.6
Dividend per share (pence) – interim
14
4.1
4.1
Dividend per share (pence) – final
14
8.3
8.2
14
12.4
12.3
Non-underlying items are presented separately. The definition of non-underlying items is included in the Group Accounting Policies on page 168. Non-underlying items are detailed in Note 8 to the consolidated financial statements.
158
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Strategic Report
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Group Statement of Comprehensive Income
For the year ended 31 December 2023
2023
£m
2022
£m
Profit for the year attributable to the owners of the parent company
38.5
36.5
Other comprehensive income:
Items which may be reclassified subsequently to the income statement:
Effective portion of changes in fair value of forward foreign currency derivatives
0.1
0.1
Exchange differences on translation of foreign operations
(0.1)
Other comprehensive income for the year net of tax
0.1
Total comprehensive income for the year attributable to the owners of the parent company
38.5
36.6
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Group Balance Sheet
At 31 December 2023
Notes
2023
£m
2022
£m
Non-current assets
Property, plant and equipment
15
176.4
169.9
Right-of-use assets
16
22.9
22.3
Intangible assets
17
596.8
615.1
Total non-current assets
5
796.1
807.3
Current assets
Inventories
21
69.2
89.9
Trade and other receivables
22
73.9
68.1
Income tax receivable
5.4
2.2
Cash and cash equivalents
23
17.0
50.0
Derivative financial instruments
23
0.1
Assets held-for-sale
19
17.1
10.7
Total current assets
182.7
220.9
Total assets
5
978.8
1,028.2
Current liabilities
Trade and other payables
26
(114.8)
(124.2)
Lease liabilities
16, 27
(5.0)
(5.8)
Liabilities held-for-sale
19
(2.8)
(2.6)
Deferred and contingent consideration
18
(8.2)
Total current liabilities
(130.8)
(132.6)
Notes
2023
£m
2022
£m
Non-current liabilities
Loans and borrowings
27
(142.9)
(193.1)
Lease liabilities
16, 27
(18.4)
(17.3)
Deferred and contingent consideration
18
(8.0)
Deferred income tax liabilities
12
(50.1)
(50.1)
Total non-current liabilities
(211.4)
(268.5)
Total liabilities
5
(342.2)
(401.1)
Net assets
5
636.6
627.1
Capital and reserves
Equity share capital
24
0.2
0.2
Share premium
24
93.6
93.6
Capital redemption reserve
24
1.1
1.1
Hedging reserve
24
0.1
Foreign currency retranslation reserve
24
(0.1)
Other reserves
24
116.5
116.5
Retained earnings
425.2
415.7
Total equity
636.6
627.1
The consolidated financial statements were approved for issue by the Board of Directors
and signed on its behalf by:
Joe Vorih
Tim Pullen
Director
Director
12 March 2024
12 March 2024
Company Registration No. 06059130
160
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Group Statement of Changes in Equity
For the year ended 31 December 2023
Equity
share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Own
shares
£m
Hedging
reserve
£m
Foreign
currency
retranslation
reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 31 December 2021
0.2
93.6
1.1
(0.1)
116.5
406.4
617.7
Profit for the year
36.5
36.5
Other comprehensive income
0.1
0.1
Total comprehensive income for the year
0.1
36.5
36.6
Dividends paid
(30.5)
(30.5)
Share-based payments charge
2.9
2.9
Share-based payments settled
0.4
0.4
Share-based payments excess tax benefit
At 31 December 2022
0.2
93.6
1.1
116.5
415.7
627.1
Profit for the year
38.5
38.5
Other comprehensive income
0.1
(0.1)
Total comprehensive income for the year
0.1
(0.1)
38.5
38.5
Dividends paid
(30.5)
(30.5)
Share-based payments charge
2.1
2.1
Share-based payments settled
0.3
0.3
Share-based payments excess tax benefit
(0.9)
(0.9)
At 31 December 2023
0.2
93.6
1.1
0.1
(0.1)
116.5
425.2
636.6
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Group Cash Flow Statement
For the year ended 31 December 2023
Notes
2023
£m
2022
£m
Operating activities
Profit before tax
48.4
45.4
Finance costs
11
13.6
8.0
Operating profit
62.0
53.4
Non-cash items:
Profit on disposal of property, plant and equipment (underlying)
6
(0.4)
(0.7)
Research and development expenditure credit
6
(1.5)
(1.2)
Warranty provision release
(1.0)
Non-underlying items:
– impairment of goodwill arising on business combinations
8, 17
12.0
– impairment of intangible assets arising on business combinations
8, 17
2.5
2.8
– amortisation of intangible assets arising on business combinations
8, 17
14.8
15.2
– provision for acquisition costs
8
2.2
3.3
– provision for restructuring costs
8
14.1
9.3
– provision for restructuring costs – depreciation of property, plant
and equipment
8
1.2
– Workday configuration (SaaS)
8
1.2
– employment matters
8
2.0
– provision for product liability claim
8
(1.2)
1.0
– profit on sale or property, plant and equipment
8
(4.7)
– isolated cyber incident
8
1.2
Depreciation of property, plant and equipment (underlying)
5, 15
19.1
19.4
Depreciation of right-of-use assets
5, 16
5.6
5.4
Amortisation of internally generated intangible assets
17
0.8
0.2
Share-based payments
25
2.1
2.9
Cash items:
– Settlement of acquisition costs
18
(0.4)
(0.2)
– Settlement of restructuring costs
(10.9)
(8.2)
– Settlement of net product liability claim
(1.7)
– Settlement of Workday configuration (SaaS)
(1.2)
– Settlement of isolated cyber incident costs
(1.2)
Notes
2023
£m
2022
£m
Operating cash flows before movement in working capital
105.6
113.6
Movement in working capital:
Receivables
(6.9)
7.8
Payables
(9.9)
(10.4)
Inventories
20.9
(17.1)
Cash generated from operations
109.7
93.9
Income tax paid
(12.1)
(7.0)
Net cash flows from operating activities
97.6
86.9
Investing activities
Acquisition of businesses net of cash at acquisition
18
(2.6)
Settlement of deferred and contingent consideration
(1.6)
(0.5)
Proceeds from disposal of property, plant and equipment
7.6
2.9
Purchase of property, plant and equipment
(32.8)
(41.1)
Development expenditure
(1.7)
(2.7)
Net cash flows from investing activities
(28.5)
(44.0)
Financing activities
Debt issue costs
(3.1)
Drawdown of bank loan
50.0
266.2
Repayment of bank loan
(100.9)
(268.3)
Interest paid
(13.4)
(3.7)
Dividends paid
14
(30.5)
(30.5)
Proceeds from exercise of share options
0.3
0.4
Settlement of lease liabilities
16
(7.6)
(6.2)
Net cash flows from financing activities
(102.1)
(45.2)
Net change in cash and cash equivalents
(33.0)
(2.3)
Cash and cash equivalents at 1 January
23
50.0
52.3
Net foreign exchange difference
Cash and cash equivalents at 31 December
23
17.0
50.0
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Notes to the Group Financial Statements
For the year ended 31 December 2023
1. Authorisation of financial statements
The consolidated financial statements of the Group for the year ended 31 December 2023 were
authorised for issue by the Board of Directors on 12 March 2024 and the balance sheet was signed
on the Board’s behalf by Joe Vorih and Tim Pullen.
Genuit Group plc (previously known as Polypipe Group plc) is a public limited company
incorporated and domiciled in England and Wales. The principal activity of the Group is the
provision of sustainable water and climate management solutions for the built environment.
2. Summary of material accounting policies
The basis of preparation and accounting policies used in preparing the consolidated historical
financial information for the year ended 31 December 2023 are set out below. These accounting
policies have been consistently applied in all material respects to all the periods presented.
2.1 Basis of preparation and statement of compliance with IFRSs
The Group’s consolidated financial statements have been prepared in accordance with
UK-adopted International Accounting Standards (UK-adopted-IAS).
The accounting policies which follow set out those policies which apply in preparing
the consolidated financial statements for the year ended 31 December 2023.
The Group’s consolidated financial statements have been prepared on a historical cost basis except
for derivative financial instruments and deferred and contingent consideration that have been
measured at fair value. The consolidated financial statements are presented in Pounds Sterling
and all values are rounded to one decimal place of a million (£m) unless otherwise indicated.
2.2 Going concern
The Directors have made enquiries into the adequacy of the Group’s financial resources, through
a review of the Group’s budget and medium-term financial plan, including cash flow forecasts.
The Group has modelled a range of scenarios, with the base forecast being one in which, over
the 24 months ending 31 December 2025, sales volumes grow in line with or moderately above
external construction industry forecasts.
In addition, the Directors have considered several downside scenarios, including adjustments
to the base forecast, a period of significantly lower like-for-like sales, profitability and cash flows.
Consistent with our Principal Risks and Uncertainties these downside scenarios included, but were
not limited to, loss of production, loss of a major customer, product failure, recession, increases
in interest rates and increases in raw material prices. Downside scenarios also included a
combination of these risks, and reverse stress testing.
The financial impact of the climate-related risks disclosed within the Task Force on
Climate-Related Financial Disclosures Report on pages 31 to 40 of the Strategic Report continue
to be assessed. The Directors conclude that there is no material adverse impact of climate
change in the short to medium-term, and hence have not included any impacts in either the base
case or downside scenarios of the going concern assessment. The Group has not experienced
material adverse disruption during periods of adverse or extreme weather in recent years and
do not expect this to occur to a material level over the period of the going concern assessment.
At 31 December 2023, the Group had available £230.0m of undrawn committed borrowing facilities
in respect of which all conditions precedent had been met. These borrowing facilities are available
until at least August 2027, subject to covenant headroom. The Directors are satisfied that the
Group has sufficient liquidity and covenant headroom to withstand reasonable variances to the
base forecast, as well as the downside scenarios. In addition, the Directors have noted the range
of possible additional liquidity options available to the Group, should they be required.
As a result, the Directors have satisfied themselves that the Group has adequate financial
resources to continue in operational existence for a period of at least the next 21 months.
Accordingly, they continue to adopt the going concern basis in preparing the consolidated
financial statements.
2.3 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its
subsidiaries at 31 December 2023. Control is achieved when the Group is exposed, or has rights,
to variable returns from its involvement with the investee and has the ability to affect those returns
through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
– power over the investee (i.e. existing rights that give it the current ability to direct the relevant
activities of the investee);
– exposure, or rights, to variable returns from its involvement with the investee; and
– the ability to use its power over the investee to affect its returns.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate
that there are changes to one or more of the three elements of control. Consolidation of a
subsidiary begins when the Group obtains control over the subsidiary and ceases when the
Group loses control of the subsidiary. Assets, liabilities, income and expenses of a subsidiary
acquired or disposed of during the year are included in the consolidated financial statements
from the date the Group gains control until the date the Group ceases to control the subsidiary.
The Group holds 100% of the equity and controls 100% of the voting rights in all subsidiaries, with
the exception of Equaflow Ltd, Sustainable Water and Drainage Systems BV, Sustainable Water
and Drainage Systems Limited and Water Management Solutions LLC (which has not traded since
incorporation in Qatar in 2015).
In relation to the acquisition of Plura Composites Limited and related entities, under the terms
of the acquisition, the group originally acquired 51% with an option to acquire the remaining 49%
which was exercised during the year on 8 December 2023. Under the contractual arrangements,
prior to exercising the option, the Group’s approval is required for all major operational decisions.
Based on this, the Group has accounted for Plura Composites Limited as a wholly owned
subsidiary for the full year and prior year because the call option over the remaining shares gave
the Group present access to returns over all the shares held by non-controlling shareholders.
The treatment of non-controlling interests or any other non-voting right factors in respect
of control is not material to the consolidated financial statements.
163
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164
Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
2.4 Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition
is the total of the consideration transferred, measured at acquisition fair value. Acquisition costs
incurred are expensed and included in administration expenses in the income statement.
Identifiable intangible assets, meeting either the contractual-legal or separability criterion
are recognised separately from goodwill.
2.4.1 Goodwill
Goodwill arises on business combinations and represents the excess of the cost of an acquisition
over the fair value of the Group’s share of the identifiable assets, liabilities and contingent
liabilities acquired.
After initial recognition, goodwill is stated at cost less any accumulated impairment losses
(see Note 2.13).
Goodwill has specific characteristics for impairment and is tested annually (at 31 December)
or when circumstances indicate that the carrying amount may be impaired. Impairment is
determined for goodwill by assessing the recoverable amount of each cash generating unit
(CGU) to which the goodwill relates. Each CGU or group of CGUs to which goodwill is allocated
represents the lowest level within the entity at which the goodwill is monitored for internal
management purposes and is not larger than an operating segment before aggregation.
An impairment loss is recognised if the carrying amount of a CGU is determined to be greater
than its recoverable amount. The recoverable amount of a CGU is the higher of its fair value less
costs to sell and its value-in-use. If an impairment is identified the carrying value of the goodwill
is written down immediately through the income statement and this is not subsequently reversed.
2.4.2 Other intangible assets
Intangible assets arising on business combinations are initially measured at fair value. Following
initial recognition, intangible assets are carried at cost or fair value less accumulated amortisation
and accumulated impairment losses, if any. The useful lives of intangible assets are assessed as
either finite or indefinite. Intangible assets with finite lives are amortised on a straight-line basis
over their expected useful life and are assessed for impairment whenever there is an indication
that the intangible asset may be impaired.
Amortisation of intangible assets is provided over the following expected useful lives:
Patents and brand names
10 to 20 years
Customer relationships and customer order book
5 to 20 years
Licences
10 years
Development costs
4 to 10 years
2.5 Foreign currency translation
The Group’s consolidated financial statements are presented in Pounds Sterling, which is also
the Parent Company’s functional currency. Each entity in the Group determines its own functional
currency and items included in the financial statements of each entity are measured in that
functional currency.
Transactions in foreign currencies are initially recognised by the Group entities at their respective
functional currency rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are re-translated at the
functional currency spot rate of exchange at the balance sheet date. All differences arising
on settlement or translation are taken to the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency
are translated using the exchange rates at the dates of the initial transactions.
The assets and liabilities of foreign operations are translated into Pounds Sterling at the rate
of exchange ruling at the balance sheet date. Income and expenses are translated at average
exchange rates prevailing. The resulting exchange differences are recognised in other
comprehensive income.
2.6 Revenue from contracts with customers and interest income
Revenue from contracts with customers is recognised when control of the goods is transferred
to the customer at an amount that reflects the consideration to which the Group expects to
be entitled to in exchange for those goods. The disclosure of significant accounting judgements
and estimates relating to revenue from contracts with customers is provided in Note 3.
2.6.1 Sale of goods
i) Performance obligations
Revenue from sale of goods is recognised at the point in time when control of the goods is
transferred to the customer, generally on delivery of the goods. Our most commonly used
standard payment terms are 30 days net end of month.
The main source of variable consideration in our contracts with customers relates to volume
rebates. More information is on the accounting for rebates is provided at (ii) and (iii) below.
The Group’s contracts do not typically include a significant financing component. Non-cash
consideration is not a feature of the Group’s contractual arrangements.
ii) Variable consideration
If the consideration in a sales contract includes a variable amount, the Group estimates the
amount of consideration to which it will be entitled in exchange for transferring the goods to
the customer. The variable consideration is estimated at contract inception and constrained
until it is highly probable that a significant revenue reversal in the amount of cumulative revenue
recognised will not occur when the associated uncertainty with the variable consideration is
subsequently resolved. Some sales contracts provide customers with sales volume rebates.
The sales volume rebates give rise to variable consideration.
iii) Sales volume rebates
The Group provides retrospective sales volume rebates to certain customers once, amongst
other matters, the quantity of goods purchased during a predetermined period exceeds
thresholds specified in the sales contract. To estimate the variable consideration for these
expected future rebates, the Group applies the most likely amount method for sales contracts
with a single-volume threshold and the expected value method for sales contracts with more
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Annual Report & Accounts 2023
165
Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
iii) Sales volume rebates continued
than one volume threshold. The selected method that best predicts the amount of variable
consideration is primarily driven by the number of volume thresholds contained in the sales
contract. The Group then applies the requirements on constraining estimates of variable
consideration and recognises a refund liability for the expected future rebates. Sales volume
rebate liabilities, both estimated and actual, are netted off against the associated trade
receivables to the extent of the individual customer trade receivable balance and where
they are net settled. Any remaining credit balances are included in trade and other payables.
Developer rebate liabilities are presented in trade and other payables.
2.7 Interest income
Interest income is recognised as interest accrues on cash balances using the effective interest
method. The effective interest rate is the rate that exactly discounts estimated future cash
receipts through the expected life of the financial instrument to its net carrying amount.
2.8 Income taxes
Current income tax
Current income tax assets and liabilities for the current and prior years are measured at the
amount expected to be recovered from or paid to the tax authorities, based on income tax rates
and laws enacted or substantively enacted at the balance sheet date.
Deferred income tax
Deferred income tax is recognised on all temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the consolidated financial statements,
with the following exceptions:
– where the deferred income tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss;
– in respect of taxable temporary differences associated with investments in subsidiaries, where
the timing of the reversal of the temporary differences can be controlled and it is probable that
the temporary differences will not reverse in the foreseeable future; and
– deferred income tax assets are recognised only to the extent that it is probable that taxable
profit will be available against which the deductible temporary differences, carried forward
tax credits or tax losses can be utilised.
For deductible temporary differences associated with investments in subsidiaries it must
additionally be probable that the temporary differences will reverse in the foreseeable future.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date.
Deferred income tax assets and liabilities are offset only if a legally enforceable right exists to
set off current income tax assets against current income tax liabilities and the deferred income
taxes relate to the same tax authority and that authority permits the Group to make a single
net payment.
Deferred income tax assets and liabilities are measured on an undiscounted basis at the income
tax rates that are expected to apply when the asset is realised or the liability is settled, based on
income tax rates and laws enacted or substantively enacted at the balance sheet date.
Income tax is charged or credited to other comprehensive income if it relates to items that are
charged or credited to other comprehensive income. Similarly, income tax is charged or credited
directly to equity if it relates to items that are charged or credited directly to equity. Otherwise,
income tax is recognised in the income statement.
2.9 Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Cost comprises the aggregate amount paid and the fair value of any
other consideration given to acquire the asset and includes costs directly attributable to making
the asset capable of operating as intended.
Depreciation is provided on the cost less residual value of property, plant and equipment, and is
on a straight-line basis over its expected useful life as follows:
Freehold land
Nil
Freehold buildings
Over expected useful life not exceeding 50 years
Plant and other equipment
4 to 20 years
The carrying amounts of property, plant and equipment are reviewed for impairment if events or
changes in circumstances indicate the carrying amount may not be recoverable, and are written
down immediately to their recoverable amount. Useful lives, residual values and depreciation
methods are reviewed at each financial year end, and where adjustments are required, these
are made prospectively.
An item of property, plant and equipment and any significant part initially recognised is
derecognised upon disposal or where no future economic benefits are expected to arise from the
continued use of the asset. Any profit or loss arising on the derecognition of the asset (calculated
as the difference between the net disposal proceeds and the carrying amount of the asset)
is included in the income statement when the asset is derecognised.
2.10 Software as a Service (SaaS)
Under Software as a Service arrangements the Group does not currently control the underlying
software used in the agreement. These arrangements are accounted for as a service contract
and expensed in the Group income statement over the contract term, unless the Group has
both a contractual right to take possession of the software at any time, and the ability to run the
software independently of the host vendor. In such cases, the licence agreement is capitalised
as software within intangible assets.
The Group’s policy in relation to costs incurred to configure or customise the software to specific
requirements is as follows:
– where costs incurred result in the creation of a separately identifiable resource controlled by
the Group, and where the Group has the power to obtain the future economic benefit flowing
from the underlying resource, such costs are capitalised as software within intangible assets;
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Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
– where costs incurred do not result in the recognition of an intangible asset then the costs are
expensed as incurred. Costs are included within non-underlying items in the income statement
if they relate to significant strategic projects and are considered to meet the Group’s definition
of non-underlying items.
2.11 Research and development costs
Research costs are expensed as incurred. Development expenditures on individual projects
are recognised as an intangible asset when the Group can demonstrate:
– the technical feasibility of completing the intangible asset so that it will be available for use or sale;
– its intention to complete and its ability to use or sell the asset;
– how the asset will generate future economic benefits;
– the availability of resources to complete the asset; and
– the ability to measure reliably the expenditure during development.
Other internally generated intangible assets are not capitalised and expenditure is reflected in the
income statement in the year in which the expenditure is incurred.
2.12 Assets classified as held-for-sale
Assets classified as held-for-sale are measured at the lower of carrying amount and fair value, less
costs to sell. Assets are classified as held-for-sale if their carrying amount will be recovered through
a sale transaction rather than through continuing use. This condition is regarded as met only when
the sale is highly probable, expected to be completed within one year from the date of classification
and accordingly included in current assets with the associated liabilities being included in current
liabilities, and the asset is available for immediate sale in its present condition.
2.13 Impairment of non-financial assets
The Group assesses at each balance sheet date whether there are any indicators that an asset
may be impaired.
If any such indication exists, or when annual impairment testing for an asset is required, the Group
makes an estimate of the asset’s recoverable amount in order to determine the extent of the
impairment loss. The recoverable amount of an asset or CGU is the higher of its fair value less
costs to sell and its value-in-use and it is determined for an individual asset, unless the asset
does not generate cash flows that are largely independent of those from other assets or groups
of assets. Where the carrying amount of an asset exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value-in-use,
the estimated future pre-tax cash flows are mid-year discounted to their present value using a
pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. In determining fair value less costs to sell, recent market transactions
are taken into account. If no such transactions can be identified, an appropriate valuation model
is used. These calculations are corroborated by valuation multiples or other available fair
value indicators.
The Group bases its impairment calculations on detailed budgets and industry forecast
calculations which are prepared separately for each of the Group’s CGUs to which the individual
assets are allocated. These budgets and industry forecast calculations are generally covering
a period of five years. For longer periods, a long-term growth rate is calculated and applied
to project future cash flows after the fifth year.
Impairment losses are recognised in the income statement in those expense categories
consistent with the function of the impaired asset.
2.14 Leasing
Right-of-use assets
The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date
the underlying asset is available for use). Right-of-use assets are measured at cost, less any
accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease
liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial
direct costs incurred, and lease payments made at or before the commencement date less
any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the
leased asset at the end of the lease term, the recognised right-of-use assets are depreciated
on a straight-line basis over the shorter of its expected useful life and the lease term. Right-of-use
assets are subject to impairment.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the
present value of lease payments to be made over the lease term. The lease payments include
fixed payments (including in-substance fixed payments) less any lease incentives receivable, and
amounts expected to be paid under residual value guarantees. The lease payments also include
the exercise price of a purchase option reasonably certain to be exercised by the Group and
payments of penalties for terminating a lease, if the lease term reflects the Group exercising the
option to terminate.
In calculating the present value of lease payments, the Group uses the incremental borrowing
rate at the lease commencement date if the interest rate implicit in the lease is not readily
determinable. After the commencement date, the amount of lease liabilities is increased to reflect
the accretion of interest and reduced for the lease payments made. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, a change in the lease term,
a change in the lease payments or a change in the assessment to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of
machinery and equipment (i.e. those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of low-value
assets recognition exemption to leases that are considered of low value. Lease payments on
short-term leases and leases of low-value assets are recognised as an expense on a straight-line
basis over the lease term.
Determining the lease term of contracts with renewal options
The Group determines the lease term as the non-cancellable term of the lease, together with any
periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any
periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.
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Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
The Group has the option, under some of its leases, to lease the assets for additional terms.
The Group applies judgement in evaluating whether it is reasonably certain to exercise the
option to renew. That is, it considers all relevant factors that create an economic incentive for it
to exercise the renewal. After the commencement date, the Group re-assesses the lease term
if there is a significant event or change in circumstances that is within its control and affects its
ability to exercise (or not to exercise) the option to renew (e.g. a change in business strategy).
2.15 Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and
a financial liability or equity instrument of another entity.
i) Financial assets
Initial recognition and measurement
Financial assets are classified, at initial recognition, as subsequently measured at amortised cost,
fair value through other comprehensive income, or fair value through profit or loss (FVTPL).
The classification of financial assets at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them.
With the exception of trade receivables that do not contain a significant financing component,
the Group initially measures a financial asset at its fair value plus, in the case of a financial asset
not recognised at FVTPL, transaction costs. Trade receivables that do not contain a significant
financing component are measured at the transaction price determined under IFRS 15.
The Group’s business model for managing financial assets refers to how it manages its financial
assets in order to generate cash flows. The business model determines whether cash flows will
result from collecting contractual cash flows, selling the financial assets, or both.
The Group’s financial assets include cash and cash equivalents and trade and other receivables.
Subsequent measurement
The subsequent measurement of financial assets depends on their classification. The Group
does not currently hold any fair value through other comprehensive income financial assets.
Financial assets at amortised cost
The Group measures financial assets at amortised cost if both of the following conditions are met:
– the financial asset is held within a business model with the objective to hold financial assets
in order to collect contractual cash flows; and
– the contractual terms of the financial asset give rise on specified dates to cash flows that
are solely payments of principal and interest on the principal amount outstanding.
Financial assets at amortised cost are subsequently measured using the effective interest
method and are subject to impairment. Gains and losses are recognised in profit or loss when
the asset is derecognised, modified or impaired.
The Group’s financial assets at amortised cost includes cash and cash equivalents and
trade receivables.
Impairment
The Group recognises an allowance for expected credit losses (ECLs) for all financial assets
not held at FVTPL. ECLs are based on the difference between the contractual cash flows due
in accordance with the contract and all the cash flows that the Group expects to receive,
discounted at an approximation of the original effective interest rate.
For trade receivables, the Group applies a simplified approach in calculating ECLs. Therefore,
the Group does not track changes in credit risk, but instead recognises a loss allowance based
on lifetime ECLs at each balance sheet date. The Group has established a provision matrix that
is based on its historical credit loss experience, adjusted for forward-looking factors specific to
the receivables and the economic environment.
ii) Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at FVTPL, loans and
borrowings, payables, lease liabilities or as derivatives designated as hedging instruments in
an effective hedge, as appropriate.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings
and payables, net of directly attributable transaction costs.
The Group’s financial liabilities include trade and other payables, lease liabilities, deferred and
contingent consideration, loans and borrowings including bank overdrafts, and derivative
financial instruments.
Subsequent measurement
The measurement of financial liabilities depends on their classification, as described below:
Financial liabilities at fair value through profit or loss
Derivative financial instruments are classified as FVTPL unless they are designated as effective
hedging instruments. Gains and losses on such derivatives are recognised in the income
statement. However, in the current and prior period all derivatives have been designated as
hedging instruments in effective hedging relationships. Further information on their accounting
is provided at 2.16 below. As such, the only financial liability at FVTPL is the deferred and contingent
consideration (see Note 18).
Loans and borrowings
After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the effective interest method. Profits and losses arising on the repurchase,
settlement or otherwise cancellation of liabilities are recognised in finance revenues and finance
costs, respectively.
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or
cancelled or expires. When an existing financial liability is replaced by another from the same
lender on substantially different terms, or the terms of an existing liability are substantially
modified, such an exchange or modification is treated as a derecognition of the original liability
and the recognition of a new liability. The difference in the respective carrying amounts, together
with any costs or fees incurred, is recognised in the income statement.
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Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
iii) Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount reported in the balance
sheet if there is a currently enforceable legal right to offset the recognised amounts and there
is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
2.16 Derivative financial instruments and hedge accounting
The Group uses derivative financial instruments to hedge its foreign currency risks. The Group
does not use derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into,
and they are subsequently remeasured to their fair value at the end of each reporting period.
The accounting for subsequent changes in fair value depends on whether the derivative is
designated as a hedging instrument and, if so, the nature of the item being hedged. For the
purpose of hedge accounting, hedges are classified as:
– Cash flow hedges when hedging the exposure to variability in cash flows that is either
attributable to a particular risk associated with a recognised asset or liability or a highly probable
forecast transaction or the foreign currency risk in an unrecognised firm commitment.
Cash flow hedge
Cash flow hedging matches the cash flows of hedged items against the corresponding cash
flows of the derivative. The effective part of any profit or loss on the derivative is recognised
directly in other comprehensive income and the hedged item is accounted for in accordance
with the policy for that financial instrument. Any ineffective part of any profit or loss is recognised
immediately in the income statement. Amounts taken to other comprehensive income are
transferred to the income statement when the hedged transaction affects profit or loss, such
as when a forecast sale or purchase occurs.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated,
or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative profit or loss
on the hedging instrument recognised in equity is retained in equity until the forecast transaction
occurs. If a hedged transaction is no longer expected to occur, the net cumulative profit or loss
recognised in equity is transferred to the income statement for the period.
Note 29 sets out the details of the fair values of the derivative financial instruments used for
hedging purposes.
2.17 Fair values
The Group measures financial instruments, such as derivatives, at fair value at each balance
sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between the market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:
– in the principal market for the asset or liability; or
– in the absence of a principal market, in the most advantageous market for the asset or liability.
The principal or the most advantageous market must be accessible by the Group. The fair value
of financial instruments that are traded in active markets at the balance sheet date is determined
by reference to quoted market prices or dealer price quotations, without any deduction for
transaction costs.
For financial instruments not traded in an active market, the fair value is determined using
appropriate valuation techniques. Such techniques may include using recent arm’s length market
transactions; reference to the current fair value of another instrument that is substantially the
same; discounted cash flow analysis; or other valuation models.
An analysis of fair values of financial instruments and further details as to how they are measured
are provided in Note 29.
2.18 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes all costs incurred
in bringing each product to its present location and condition, as follows:
– Raw materials – purchase cost on a first in, first out basis.
– Work in progress and finished goods – cost of direct materials and labour plus attributable
overheads based on a normal level of activity.
Net realisable value is based on estimated selling price less any further costs expected to be
incurred to completion and disposal.
2.19 Cash and short-term deposits
Cash and short-term deposits consist of cash at bank and in hand.
2.20 Pensions
The Group operates defined contribution pension plans. Contributions payable in the year
are charged to the income statement. The assets are held separately from those of the Group
in an independently administered fund. Differences between contributions payable in the
year and contributions actually paid are shown as either accruals or prepayments in the
balance sheet.
2.21 Non-underlying items
The Group presents amortisation and impairment of intangible assets arising on business
combinations, the un-wind of inventory fair value adjustments resulting from acquisitions,
significant profit on disposal of property, plant and equipment, restructuring costs, non-recurring
operating costs and tax, as non-underlying items on the face of the income statement. These are
items of income and expense which, because of the nature and expected infrequency of the
events giving rise to them, the Directors consider merit separate presentation to provide a better
and more consistent indication of the Group’s underlying financial performance and a more
meaningful comparison with prior and future periods to assess trends in financial performance.
The tax effect of the above is also included.
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Notes to the Group Financial Statements continued
2. Summary of material accounting policies continued
2.22 Share-based payments
In the case of equity-settled schemes, the fair value of options granted is recognised as an
employee expense with a corresponding increase in equity. The fair value is measured at the date
of grant and spread over the period during which the employees become unconditionally entitled
to the options. The value of the options is measured using the Black–Scholes and Monte Carlo
models, taking into account the terms and conditions (including market and non-vesting
conditions) upon which the options were granted. Non-market vesting conditions are taken into
account by adjusting the number of equity instruments expected to vest at each balance sheet
date so that, ultimately, the cumulative amount recognised over the vesting period is based on
the number of options that eventually vest. No expense is recognised for awards that do not
ultimately vest, except for equity-settled transactions where vesting is conditional upon a market
or non-vesting condition, which are treated as vesting irrespective of whether or not the market
or non-vesting condition is satisfied, provided that all other performance and/or service
conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the
computation of diluted earnings per share.
2.23 Cash dividend
The Group recognises a liability to pay a dividend when the distribution is authorised and the
distribution is no longer at the discretion of the Group. Under UK company law a distribution is
authorised when it is approved by the shareholders. A corresponding amount is then recognised
directly in equity.
2.24 Own shares
The Group operates an Employee Benefit Trust (EBT). The Group and/or the EBT, holds Genuit Group
plc shares for the granting of Genuit Group plc shares to employees and Directors. These shares
are recognised at cost and presented in the balance sheet as a deduction from equity. No profit
or loss is recognised in the income statement on the purchase, sale, issue or cancellation of these
shares. No dividends are earned on these shares, and they are ignored for the purposes of
calculating the Group’s earnings per share.
2.25 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and a reliable estimate can be made of the amount of
the obligation.
Restructuring provisions are recognised only when the Group has a constructive obligation,
which is when a detailed formal plan identifies the business or part of the business concerned, the
location and number of employees affected, a detailed estimate of the associated costs, and an
appropriate time line, and the employees affected have been notified of the plan’s main features.
3. Judgements and key sources of estimation uncertainty
The preparation of the Group’s consolidated financial statements requires management to make
judgements, estimates and assumptions in applying the Group’s accounting policies to determine
the reported amounts of revenue, expenses, assets and liabilities, and the accompanying
disclosures. The estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the circumstances. The estimates
and underlying assumptions are reviewed on an ongoing basis, with revisions to accounting
estimates applied prospectively.
3.1 Critical accounting judgements
Critical judgements, apart from those involving estimations, that are applied in the preparation
of the consolidated Group financial statements in the years ended 31 December 2023 and 2022
are discussed below:
3.1.1 Business combinations
The measurement of fair values on a business combination requires the recognition and
measurement of the identifiable assets, liabilities and contingent liabilities. The key judgements
involved are the identification of which intangible assets meet the recognition criteria as set out
in IAS 38, the fair values attributable to those intangible assets, and the useful lives of individual
intangible assets. The Group has applied judgement in determining whether amounts contingently
payable to previous owners of the businesses we have acquired should be recognised as a
remuneration cost in the income statement, or within total consideration that is allocated to
the fair value of assets and liabilities included in the balance sheet.
3.1.2 Revenue recognition and customer rebates
The Group’s pricing structure involves rebate arrangements with several of its direct and indirect
customers. These can be complex in nature and involve estimation in determining the required
level of provision for rebate liabilities, particularly where the Group is reliant on information from
customers which may not be available at the time the liabilities are assessed.
3.2 Key sources of estimation uncertainty
The key assumptions about the future, and other key sources of estimation uncertainty at the
reporting period end, that may have a significant risk of causing a material adjustment to the
carrying amount of assets and liabilities within the next financial year are discussed below:
3.2.1 Impairment of non-financial assets
Non-financial assets include goodwill, other intangible assets and property, plant and equipment.
In accordance with IFRS, the Group considers whether there are any indicators of impairment
of these assets. Where indicators of impairment are identified, the Group tests the asset for
impairment. Goodwill is tested for impairment annually (at 31 December) or more frequently
when circumstances indicate that the carrying amount may be impaired.
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Notes to the Group Financial Statements continued
3. Judgements and key sources of estimation uncertainty continued
The Group’s impairment test for goodwill is based on a value-in-use calculation, using a cash flow
model with mid-year discounting applied. The aim of the test is to ensure that goodwill is not
carried at a value greater than the recoverable amount. The cash flows are derived from the
budgets and forecasts for the next five years and do not include restructuring activities that the
Group is not yet committed to or significant future investments that will enhance the performance
of the asset or the CGU. The recoverable amount is most sensitive to the discount rate used for
the discounted cash flow model as well as the expected future cash flows and the growth rate
used for extrapolation purposes. The key assumptions used to determine the recoverable amount
for the different CGUs are further explained in Note 17.
3..2.2 Contingent consideration
The Directors assess the likelihood that financial targets will be achieved in order to trigger
the contingent consideration to the previous owners of the businesses we have acquired,
to quantify the possible range of that contingent consideration, and to how that contingent
consideration should be calculated and disclosed in the consolidated financial statements.
Due to the inherent uncertainty in this process, actual liabilities may be different from those
originally estimated.
3.3 Climate change
In preparing the consolidated financial statements The Group has considered the impact of both
physical and transition climate change risks as well as its plans to mitigate against those risks on
the current valuation of its assets and liabilities. The Group does not believe that there is a material
impact on the financial reporting judgements and estimates arising from our considerations and
as a result the valuations of our assets or liabilities have not been significantly impacted by these
risks as at 31 December 2023.
In coming to this conclusion, the Group has reviewed the balance sheet and identified those line
items that have the potential to be significantly impacted by climate-related risks and the plans
to mitigate against these risks. The line items that have the potential to be significantly impacted
have then been reviewed in detail to confirm:
– The growth rates and projected cash flows, used in assessing whether the goodwill
and indefinite-life intangibles are impaired, are consistent with the climate-related risk
assumptions and the actions being taken to mitigate against those risks.
4. New and amended accounting standards and interpretations
Accounting standards or interpretations which have been adopted in the year
There were no accounting standards or interpretations that have become effective in the year
which had an impact on disclosures, financial position or performance.
Accounting standards or interpretations issued but not yet effective
There were no accounting standards or interpretations issued which have an effective date after
the date of these consolidated financial statements that the Group reasonably expects to have
an impact on disclosures, financial position or performance.
5. Segment information
IFRS 8, Operating Segments, requires operating segments to be identified on the basis of the
internal financial information reported to the Chief Operating Decision Maker (CODM). The Group’s
CODM is deemed to be the Board of Directors, which is primarily responsible for the allocation
of resources to segments and the assessment of performance of the segments.
From 1 January 2023, reporting segments have been aligned with the Group’s Sustainable
Solutions for Growth strategy and reorganised into three segments – Sustainable Building
Solutions (SBS), Water Management Solutions (WMS) and Climate Management Solutions (CMS).
Adey, Nuaire, Domus, Nu-Heat and Surestop have been reallocated from the Residential Systems
segment into CMS, with the remainder of Residential Systems moving into SBS. The Commercial
and Infrastructure segment is now reported as WMS without the commercial element of Nuaire
which is now reported in CMS. The reporting segments are organised based on the nature of the
end markets served. Inter-segment sales are on an arm’s length basis in a manner similar to
transactions with third parties. The prior year comparatives have been restated to the three
divisions. Other segments relates to Polypipe Italia SRL which is currently held-for-sale and not
reported as part of the Group’s strategic business units.
2023
Sustainable
Water
Climate
Building
Management
Management
Solutions
Solutions
Solutions
Other
Total
£m
£m
£m
£m
£m
Segmental revenue
268.0
193.9
169.2
8.4
639.5
Inter-segment revenue
(25.2)
(23.5)
(3.3)
(1.0)
(53.0)
Revenue
242.8
170.4
165.9
7.4
586.5
Underlying operating profit*
53.1
17.7
22.7
0.6
94.1
Non-underlying items – segmental
(1.4)
(11.3)
(15.0)
(0.3)
(28.0)
Non-underlying items – group
(4.1)
Segmental operating profit
51.7
6.4
7.7
0.3
62.0
Finance costs
(13.6)
Profit before tax
48.4
*
Underlying operating profit is stated before non-underlying items as defined in the Group Accounting Policies on page 168
and is the measure of segment profit used by the Group’s CODM. Details of the non-underlying items of £32.1m (2022: £45.2m)
are set out below at non-underlying items before tax.
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Notes to the Group Financial Statements continued
5. Segment information continued
2022
Sustainable
Water
Climate
Building
Management
Management
Solutions
Solutions
Solutions
Other
Total
£m
£m
£m
£m
£m
Segmental revenue
311.5
189.2
162.4
9.7
672.8
Inter-segment revenue
(29.0)
(16.8)
(3.8)
(1.0)
(50.6)
Revenue
282.5
172.4
158.6
8.7
622.2
Underlying operating profit*
59.3
14.1
25.2
(0.4)
98.2
Non-underlying items – segmental
(4.4)
(6.1)
(28.8)
(1.2)
(40.5)
Non-underlying items – group
(4.3)
Segmental operating profit
54.9
8.0
(3.6)
(1.6)
53.4
Finance costs
(7.6)
Non-underlying items – finance costs
(0.4)
Profit before tax
45.4
Property, plant and equipment additions
2023
2022
£m
£m
Sustainable Building Solutions
17.6
24.5
Water Management Solutions
10.6
11.9
Climate Management Solutions
2.7
2.8
Other
1.9
1.8
Total – Group
32.8
41.0
Right-of-use asset additions
2023
2022
£m
£m
Sustainable Building Solutions
2.3
2.6
Water Management Solutions
2.1
1.5
Climate Management Solutions
2.1
3.3
Other
1.4
0.7
Total – Group
7.9
8.1
Depreciation of property, plant and equipment
2023
2022
£m
£m
Sustainable Building Solutions
10.6
10.4
Water Management Solutions
6.6
5.2
Climate Management Solutions
3.1
3.5
Total – Group
20.3
19.4
Depreciation of right-of-use assets
2023
2022
£m
£m
Sustainable Building Solutions
2.1
1.7
Water Management Solutions
1.4
1.4
Climate Management Solutions
1.2
0.9
Other
0.9
1.4
Total – Group
5.6
5.4
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Notes to the Group Financial Statements continued
5. Segment information continued
Non-underlying items before tax
2023
2022
£m
£m
Sustainable Building Solutions:
Amortisation of intangible assets
1.7
1.7
Restructuring costs
3.1
2.7
Employment matters
1.3
Profit on disposal of property, plant and equipment
(4.7)
Water Management Solutions:
Impairment of intangible assets
2.5
Amortisation of intangible assets
0.9
0.9
Restructuring costs
7.3
0.9
Acquisition costs
1.8
3.3
Product Liability Claim
(1.2)
1.0
Climate Management Solutions
:
Impairment of goodwill
12.0
Impairment of intangible assets
2.8
Amortisation of intangible assets
12.2
12.6
Restructuring costs
1.7
0.2
Employment matters
0.7
Acquisition costs
0.4
Isolated cyber incident
1.2
Total – segmental
27.7
39.1
Other – restructuring costs
0.3
1.2
Group – restructuring costs
4.1
4.3
Group – unamortised deal fees
0.4
Total – Group
32.1
45.2
Geographical analysis
2023
2022
Revenue by destination
£m
£m
UK
519.1
560.8
Rest of Europe
33.4
32.4
Rest of World
34.0
29.0
Total – Group
586.5
622.2
31 December
31 December
2023
2022
Non-current assets
£m
£m
UK
790.3
800.2
Rest of Europe
5.7
7.1
Total – Group
796.0
807.3
Non-current assets for this purpose consist of property, plant and equipment, right-of-use assets,
goodwill and other intangible assets.
The Group had no customers (2022: two) which individually accounted for more than 10% of
the Group’s total revenue during 2023. These customers accounted for 11.9% and 10.8% in 2022,
respectively and are included in all three reporting segments.
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Notes to the Group Financial Statements continued
6. Operating profit
2023
2022
£m
£m
Income statement charges
Depreciation of property, plant and equipment (owned)
20.3
19.4
Depreciation of right-of-use assets
5.6
5.4
Cost of inventories recognised as an expense
287.9
318.3
Research and development costs expensed
9.0
8.8
Income statement credits
Research and development expenditure credit
1.5
1.2
Profit on disposal of property, plant and equipment
0.4
0.7
7. Auditor’s remuneration
The Group paid the following amounts to the Company’s auditor in respect of the audit
of the consolidated financial statements and for other services provided to the Group.
Auditor’s remuneration for audit services:
2023
2022
£m
£m
Audit of the Company’s annual financial statements
Audit of the Company’s subsidiaries
1.0
0.9
Total audit fees
1.0
0.9
The Group paid the Company’s auditor £0.2m for audit related assurance services (2022: £0.2m).
8. Non-underlying items
Non-underlying items comprised:
2023
2022
Gross
Tax
Net
Gross
Tax
Net
£m
£m
£m
£m
£m
£m
Cost of sales:
Restructuring costs – inventory
write down
1.5
(0.3)
1.2
1.5
(0.3)
1.2
Restructuring costs
0.4
(0.1)
0.3
Employment matters
1.3
(0.2)
1.1
Product liability claim
(1.2)
(0.1)
(1.3)
1.0
1.0
Selling and distribution costs:
Restructuring costs
1.0
(0.2)
0.8
Administration expenses:
Restructuring costs
12.4
(2.3)
10.1
7.8
(1.5)
6.3
Acquisition costs – acquisition
and other M&A activity
2.2
(0.1)
2.1
3.3
3.3
Workday configuration (SaaS)
1.2
(0.3)
0.9
Employment matters
0.7
(0.1)
0.6
Profit on disposal of property, plant
and equipment
(4.7)
(4.7)
Isolated cyber incident costs
1.2
(0.2)
1.0
Amortisation of intangible assets
14.8
(3.7)
11.1
15.2
(2.6)
12.6
Impairment of intangible assets
2.5
(0.6)
1.9
2.8
(0.5)
2.3
Impairment of goodwill
12.0
12.0
Finance costs:
unamortised deal fees
0.4
(0.1)
0.3
Total non-underlying items
32.1
(8.0)
24.1
45.2
(5.2)
40.0
Restructuring costs incurred in both periods are in relation to the reorganisation of the Group,
which concluded during 2023, with a cumulative cost over the two-year period of £24.6m.
The Group reviewed its operating footprint which resulted in the closure of six sites. This included
the sale of two properties which accounts for the profit on disposal, reorganisation costs in
relation to the new operating structure of the segmental units (see Note 3) and costs incurred
for consultancy fees for advisory support as part of the initial deployment and design of the
Genuit Business System. Workday SaaS costs related to the design and configuration of Workday
software that is a significant project to support the Group’s medium-term strategy.
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Notes to the Group Financial Statements continued
8. Non-underlying items continued
The product liability claim is associated with a historic acquisition and comprised of an increase
in the provision for remediation works which have been ongoing in 2023. The total amount
recognised as a liability on the balance sheet for the remaining works at 31 December 2023
is £1.3m (2022: £3.3m). This is offset by a settlement being received, net of legal costs incurred,
associated with the acquisition.
Acquisition costs in both years relate predominantly to a £1.8m (2022: £3.1m) charge arising in
connection with contingent consideration treated as remuneration in respect of the acquisition
of Plura.
Costs associated with employment matters are in relation to one-off regulatory claims.
During 2022, there was an isolated cyber incident at one of the Group’s businesses, which resulted
in temporary disruption to manufacturing and consequently sales in April and May 2022.
Impairment of intangible assets of £2.5m (2022: £2.8m) related to assets associated with the
closure of a site within the year and in 2022 is in respect of a customer relationship agreement
ending early and impairment of goodwill relates to a 2021 acquisition, (see Note 18).
Amortisation charged relates to intangible assets arising on business combinations.
9. Staff costs
Staff costs (including Directors) comprised:
2023
2022
£m
£m
Wages and salaries
127.2
128.5
Social security costs
13.4
13.2
Other pension costs
5.4
6.5
146.0
148.2
The average monthly number of persons employed by the Group by segment was as follows:
2023
2022
Sustainable Building Solutions
1,500
1,739
Water Management Solutions
737
796
Climate Management Solutions
939
990
Other
120
115
Total – Group
3,296
3,640
10. Directors’ remuneration
Details of the Directors’ remuneration are set out below:
2023
2022
£m
£m
Fees
0.5
0.5
Emoluments
2.9
3.1
3.4
3.6
Further details of Directors’ remuneration are provided in the Annual Report on Remuneration.
The aggregate amount of gains made by the Directors on the exercise of share options during
the year was £0.6m (2022: £0.2m).
11. Finance costs
2023
2022
£m
£m
Interest on bank loan
11.6
6.2
Debt issue cost amortisation
0.8
0.5
Un-wind of discount on lease liabilities
1.2
0.8
Other finance costs
0.1
13.6
7.6
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Notes to the Group Financial Statements continued
12. Income tax
(a) Tax expense reported in the income statement
2023
2022
£m
£m
Current income tax:
UK income tax
11.0
7.7
Overseas income tax
0.2
0.1
Current income tax
11.2
7.8
Adjustment in respect of prior years
(0.4)
(0.5)
Total current income tax
10.8
7.3
Deferred income tax:
Origination and reversal of temporary differences
(1.9)
0.4
Effects of changes in income tax rates
0.1
1.3
Deferred income tax
(1.8)
1.7
Adjustment in respect of prior years
0.9
(0.1)
Total deferred income tax
(0.9)
1.6
Total tax expense reported in the income statement
9.9
8.9
Details of the non-underlying tax credit of £8.0m (2022: £5.2m) are set out in Note 8.
(b) Reconciliation of the total tax expense
A reconciliation between the tax expense and the product of accounting profit multiplied by the
UK standard rate of income tax for the years ended 31 December 2023 and 2022 is as follows:
2023
2022
£m
£m
Accounting profit before tax
48.4
45.4
Accounting profit multiplied by the UK standard rate of income tax
of 23.52% (2022: 19.0%)
11.4
8.6
Expenses not deductible for income tax
1.6
3.4
Non-taxable income
(2.2)
(0.4)
Adjustment in respect of prior years
0.5
(0.6)
Effects of patent box
(1.1)
(1.6)
Effects of changes in income tax rates
0.1
1.3
Effects of super deduction
(0.1)
(1.8)
Effects of other tax rates/credits
(0.3)
Total tax expense reported in the income statement
9.9
8.9
The effective rate for the full year was 20.5% (2022: 19.6%). If the impact of non-underlying items
is excluded, the underlying income tax rate would be 22.2% (2022: 15.6%).
(c) Deferred income tax
The deferred income tax included in the Group balance sheet is as follows:
2023
2022
£m
£m
Deferred income tax liabilities/(assets)
Short-term timing differences:
– DTL arising on acquired intangible assets
32.9
36.5
– Other short-term timing differences
(1.5)
1.3
Capital allowances in excess of depreciation
23.0
16.9
Share-based payments
(1.3)
(2.1)
Tax losses
(3.0)
(2.5)
50.1
50.1
 
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Notes to the Group Financial Statements continued
12. Income tax continued
The Group offsets tax assets and liabilities if, and only if, it has a legally enforceable right to set off
current income tax assets and current income tax liabilities and the deferred income tax assets
and deferred income tax liabilities relate to income taxes levied by the same tax authority.
(d) Change in corporation tax rate
On 24 May 2021, legislation was passed which substantively enacted an increase in UK corporation
tax rate from 19% to 25% from April 2023. Deferred income tax on the balance sheet at 31 December
2023 was measured at 25%.
(e) Unrecognised tax losses
No deferred income tax has been recognised on non-trading losses and other timing
differences of £3.4m (2022: £1.3m) as the Directors do not consider that they will be utilised
in the foreseeable future.
13. Earnings per share
Basic earnings per share amounts are calculated by dividing profit for the year attributable
to the owners of the parent company by the weighted average number of ordinary shares
outstanding during the year. The diluted earnings per share amounts are calculated by dividing
profit for the year attributable to the owners of the parent company by the weighted average
number of ordinary shares outstanding during the year plus the weighted average number of
potential ordinary shares that would be issued on the conversion of all the dilutive share options
into ordinary shares.
The calculation of basic and diluted earnings per share is based on the following:
2023
2022
Weighted average number of ordinary shares for the purpose
of basic earnings per share
248,182,934
248,001,063
Effect of dilutive potential ordinary shares
1,024,432
2,414,364
Weighted average number of ordinary shares for the purpose
of diluted earnings per share
249,207,366
250,415,427
Underlying earnings per share is based on the result for the year after tax excluding the impact
of non-underlying items of £24.1m (2022: £40.0m). The Directors consider that this measure
provides a better and more consistent indication of the Group’s underlying financial performance
and more meaningful comparison with prior and future periods to assess trends in our financial
performance. The underlying earnings per share is calculated as follows:
2023
2022
Underlying profit for the year attributable to the owners of the parent
company (£m)
62.6
76.5
Underlying basic earnings per share (pence)
25.2
30.8
Underlying diluted earnings per share (pence)
25.1
30.5
14. Dividend per share
2023
2022
£m
£m
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2022 of 8.2p per share
(2021: 8.2p)
20.3
20.3
Interim dividend for the year ended 31 December 2023 of 4.1p per share
(2022: 4.1p)
10.2
10.2
30.5
30.5
Proposed final dividend for the year ended 31 December 2023 of 8.3p
per share (2022: 8.2p)
20.6
20.3
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting
and has not been included as a liability in these consolidated financial statements.
 
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177
Notes to the Group Financial Statements continued
15. Property, plant and equipment
Freehold
Plant
land and
and other
buildings
equipment
Total
£m
£m
£m
Cost
At 1 January 2022
58.4
183.5
241.9
Additions
4.9
36.1
41.0
Disposals
(0.1)
(10.6)
(10.7)
Acquisition of businesses
0.4
0.4
Transfer to assets held-for-sale
(6.4)
(6.4)
Exchange adjustment
0.4
0.4
At 31 December 2022
63.2
203.4
266.6
Additions
6.2
26.6
32.8
Disposals
(4.6)
(10.6)
(15.2)
Transfer to assets held-for-sale
(3.6)
(0.3)
(3.9)
Exchange adjustment
(0.1)
(0.1)
At 31 December 2023
61.2
219.0
280.2
Depreciation and impairment losses
At 1 January 2022
9.1
81.1
90.2
Provided during the year
1.7
17.7
19.4
Disposals
(8.7)
(8.7)
Transfer to assets held-for-sale
(4.0)
(4.0)
Exchange adjustment
(0.2)
(0.2)
At 31 December 2022
10.8
85.9
96.7
Provided during the year
2.0
18.3
20.3
Disposals
(2.6)
(10.1)
(12.7)
Transfer to assets held-for-sale
(0.3)
(0.4)
(0.7)
Exchange adjustment
0.2
0.2
At 31 December 2022
9.9
93.9
103.8
Net book value
At 31 December 2023
51.3
125.1
176.4
At 31 December 2022
52.4
117.5
169.9
Included in freehold land and buildings is non-depreciable land of £17.9m (2022: £18.2m).
During the year the Group revised its depreciation policy for Plant and other equipment.
This reduced the depreciation charge by £0.6m. As part of the Group simplification to reduce
its operational footprint it undertook the following actions:
– Sold the land and buildings of one of its operating warehouses, the net gain on disposal
has been recognised in non-underlying items see (Note 4).
– Exited two freehold land and buildings during the year which have been reclassified to
non-current assets held-for-sale at net book value, which is lower than fair value less cost to sell.
The properties are marketed as for sale and completion is expected within 12 months of the
reporting date.
Capital commitments
At 31 December 2023, the Group had commitments of £7.1m (2022: £2.8m) relating to plant
and equipment purchases.
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Notes to the Group Financial Statements continued
16. Right-of-use assets and lease liabilities
Lease
Right-of-use assets
liabilities
Freehold
Plant and
land and
other
Motor
buildings
equipment
vehicles
Total
£m
£m
£m
£m
£m
At 1 January 2022
12.7
7.8
0.1
20.6
(20.6)
Additions
3.2
3.8
1.1
8.1
(8.2)
Disposals
(0.5)
(0.6)
(1.1)
Depreciation of right-of-use assets
(2.2)
(2.7)
(0.5)
(5.4)
Depreciation on disposal of right-of-use assets
0.1
0.4
0.5
Transfer to assets held-for-sale
(0.4)
(0.4)
0.3
Un-wind of discount on lease liabilities
(0.8)
Settlement of lease liabilities
6.2
At 31 December 2022
12.9
8.7
0.7
22.3
(23.1)
Additions
1.8
2.2
3.9
7.9
(7.9)
Disposals
(1.2)
(1.5)
(0.6)
(3.3)
1.2
Depreciation of right-of-use assets
(1.9)
(2.5)
(1.2)
(5.6)
Depreciation on disposal of right-of-use assets
1.2
0.4
1.6
Un-wind of discount on lease liabilities
(1.2)
Settlement of lease liabilities
7.6
At 31 December 2023
11.6
8.1
3.2
22.9
(23.4)
17. Intangible assets
Brand
Customer
Customer
Development
Goodwill
Patents
names
relationships
Licences
order book
costs
Total
£m
£m
£m
£m
£m
£m
£m
£m
Cost
At 1 January 2022
467.7
39.5
66.5
114.3
0.8
0.9
2.0
691.7
Additions
0.5
2.3
2.8
Acquisition of
businesses
2.9
2.9
Transfer to assets
held-for-sale
(3.2)
(3.2)
At 31 December 2022
467.4
40.0
66.5
114.3
0.8
0.9
4.3
694.2
Additions
0.4
1.3
1.7
Transfer to assets
held-for-sale
(1.3)
(1.3)
Disposals
(0.6)
(0.6)
At 31 December 2023
466.1
40.4
66.5
114.3
0.8
0.9
5.0
694.0
Amortisation and impairment losses
At 1 January 2022
15.4
19.2
13.4
0.3
0.4
0.2
48.9
Charge for the year
3.4
5.1
6.1
0.1
0.5
0.2
15.4
Impairment losses
12.0
2.8
14.8
At 31 December 2022
12.0
18.8
24.3
22.3
0.4
0.9
0.4
79.1
Charge for the year
3.3
5.1
6.4
0.1
0.7
15.6
Impairment losses
1.0
0.9
0.6
2.5
At 31 December 2023
12.0
23.1
30.3
29.3
0.5
0.9
1.1
97.2
Net book value
At 31 December 2023
454.1
17.3
36.2
85.0
0.3
3.9
596.8
At 31 December 2022
455.4
21.2
42.2
92.0
0.4
3.9
615.1
Brand names and customer relationships which arise from business combinations are amortised
over their estimated useful lives of five to twenty years. There are two existing brands that have
a significant carrying value: Nuaire (£4.0m) and Adey (£23.2m) with an estimated useful life of five
and eighteen years respectively. Customer relationships that have a significant carrying value
are Adey’s relationships with key customers (£73.5m) with an estimated useful life of between nine
and eighteen years and Manthorpe (£5.9m) with an estimated useful life of ten years.
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Notes to the Group Financial Statements continued
17. Intangible assets continued
Impairment testing of goodwill
Cash Generating Units (CGUs)
Goodwill is not amortised but is subject to annual impairment testing. Goodwill has been allocated
for impairment testing purposes to a number of CGUs which represent the lowest level in the
Group at which goodwill is monitored for internal management purposes. The carrying amount
of goodwill allocated to each of the CGUs is as follows:
31 December
31 December
2023
2022
CGU
£m
£m
Building Services & International
29.1
30.4
Infrastructure & Landscape
43.6
43.6
Residential Systems
169.6
169.6
Climate & Ventilation
93.7
93.7
Nu-Heat
17.3
17.3
Adey
95.5
92.8
Others
5.3
8.0
454.1
455.4
At 31 December 2023, £4.5m (2022: £3.2m) of goodwill has been allocated to assets held-for-sale
from the Building Services & International CGU, in relation to Polypipe Italia SRL as detailed in
Note 19. During the year Surestop was hived up into Adey Innovation and as such the goodwill
arising on the acquisition of Surestop was subsequently transferred to the Adey CGU.
From 1 January 2023, reporting segments have been aligned with the Group’s Sustainable
Solutions for Growth strategy and reorganised into three segments – Sustainable Building
Solutions (SBS), Water Management Solutions (WMS) and Climate Management Solutions (CMS).
Adey, Nu-Heat and Climate & Ventilation CGUs have been allocated into CMS, Residential Systems
and Building Services & International CGUs are allocated into SBS and Infrastructure & Landscape
and Ulster CGUs are now reported as WMS.
Key assumptions used for value-in-use calculations;
The recoverable amount of all CGUs are determined from value-in-use calculations, being the net
present value of future pre-tax cash flows, discounted at a mid-year position, covering a five-year
period. These pre-tax cash flows are based on budgeted cash flows information for a period of one
year, construction industry forecasts of growth for the following year and management’s forecast
of growth between 1.6% to 7.3% for years 3 to 5 (2022: 2.0% to 5.0%). Terminal growth rates between
2.0% to 2.4% (2022: 2.0% to 2.4%) have been applied beyond this, based on historical macroeconomic
performance and projections of the sector served by the CGUs.
A pre-tax discount rate of 13.9% (2022: 12.9%) has been applied in determining the recoverable
amounts of CGUs. The pre-tax discount rate is estimated based on the Group’s risk adjusted
cost of capital.
When assessing for impairment of goodwill, management have considered the impact of
climate change, particularly in the context of the risks and opportunities identified within the
Task Force on Climate-Related Financial Disclosures Report on pages 36 to 39 of the Strategic
Report and have not identified any material short-term impacts from climate change that would
impact the carrying value of goodwill. Over the longer term, the risks and opportunities are more
uncertain, and management will continue to assess the quantitative impact of risks at each
balance sheet date.
Recoverable amounts and sensitivities:
The Group has applied sensitivities to assess whether any reasonably possible changes in
assumptions could cause an impairment that would be material to these consolidated financial
statements. The application of these sensitivities did not cause an impairment of goodwill.
At 31 December 2022, the Group recognised a £12.0m impairment charge in the Adey CGU, leaving
the recoverable amount equal to that of the carrying value. The headroom resulting from the
value-in-use calculations at 31 December 2023 indicates that the Adey CGU is sensitive to
changes in the key assumptions and management considers that a reasonably possible change
in any single assumption could give rise to an impairment of the corresponding carrying amount
of goodwill. The detailed sensitivity analysis indicates that the following changes in each of these
key assumptions would result in an impairment charge being recognised:
– The pre-tax discount rate increasing to 14.2% from that used in the value-in-use calculations
of 13.9%. would give rise to an impairment charge of £4.2m.
– A reduction in the long-term growth rate to 2.0% from that used in the value-in-use calculations
of 2.4% would give rise to an impairment charge of £3.8m.
– Average revenue growth rates declining by 0.5 percentage points from that used in the
value-in-use calculations would give rise to an impairment charge of £7.5m.
– Gross margin efficiencies are not achieved by 2028 and margin declines by 3 percentage
points from that used in the value-in-use calculations would give rise to an impairment charge
of £16.1m.
Management has reviewed the forecasts associated with the CGU noting the assumptions
used, the sensitivity analysis performed and the ability of the business to adapt to challenging
economic environments in which they operate, and is satisfied that no further impairments are
necessary at 31 December 2023.
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Notes to the Group Financial Statements continued
18. Acquisitions
Deferred and contingent consideration recognised on the balance sheet at 31 December
in relation to past business combinations comprised:
31 December
31 December
2023
2022
£m
£m
Deferred consideration on Keytec acquisition
0.6
Deferred and contingent consideration on Plura acquisition
8.2
7.4
8.2
8.0
An amount of £1.8m has been recognised as a non-underlying expense in the Group Income
Statement in the year ended 31 December 2023 in respect of the Plura contingent consideration
arrangement. This takes the total amount recognised as a liability on the Group balance sheet
at 31 December 2023 to £8.2m. A payment of £1.0m was made in relation to this arrangement in
December 2023. Accordingly, the aggregate final total amount payable under the contingent
consideration is expected to be approximately £9.2m. Contingent consideration was determined
based upon the agreed purchase price of the remaining 49% of shares on 8 December 2023.
There is no material difference between the cash consideration and the fair value and the final
payment was subsequently paid in February 2024.
Acquisition-related cash flows comprised:
2023
2022
£m
£m
Operating cash flows – settlement of acquisition costs
Keytec
0.1
Plura
0.1
0.2
2023
2022
£m
£m
Investing cash flows – Settlement of deferred
and contingent consideration
Plura
1.0
Keytec
0.6
Permavoid
0.5
1.6
0.5
2023
2022
£m
£m
Investing cash flows – acquisition of businesses
net of cash at acquisition
Keytec
2.6
2.6
Keytec
On 31 March 2022, the Group acquired 100% of the voting rights and shares of Keytec
Geomembranes Holding Company Limited (Keytec), for an initial cash consideration of £2.5m on
a cash-free and debt-free basis plus a deferred consideration of £0.6m, which was paid in early
2023. The total cash consideration of £2.9m included a payment for net cash and working capital
commitments on completion of £0.4m. Keytec is a supplier and installer of stormwater attenuation
products, geomembranes and gas protection products.
No material intangible assets were identified. The goodwill arising on the acquisition primarily
represented the technical expertise of the Keytec staff, synergies of companies offering both
supply and install services and market share. The goodwill was initially allocated entirely to
the Commercial and Infrastructure Systems segment, which is now the Water Management
Solutions segment.
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181
Notes to the Group Financial Statements continued
19. Assets held-for-sale
The following major class of assets and liabilities that have been classified as held-for-sale at the
balance sheet date are as follows:
2023
2022
Fair value
Fair value
£m
£m
Property, plant and equipment
5.5
2.4
Right-of-use assets
0.3
0.3
Goodwill
4.5
3.2
Trade and other receivables
2.8
1.7
Inventories
4.0
3.1
Assets held-for-sale
17.1
10.7
Trade and other payables
2.6
2.3
Finance lease liabilities
0.2
0.3
Liabilities held-for-sale
2.8
2.6
During the year the Group announced its plan to exit two operational freehold properties
(one within the CMS segment and one within the WMS segment). (Both properties have been
listed for sale and the Group remains committed to the sale of both, which are expected to be
sold within 12 months of the balance sheet date. The proceeds of the disposal are expected to
exceed the carrying amount of £3.3m and, accordingly, no gain or loss was recognised on the
classification of the property as held-for-sale. After the year end the property within the CMS
segment sold, and completed in February 2024.
During 2022 the Group announced its intention to dispose of Polypipe Italia SRL following a
strategic review and began marketing the company for sale and presented the net assets as
held-for-sale. In 2023 The Group held discussions with several parties who had expressed interest
in acquiring the business. However for various, and individually specific reasons, these discussions
did not lead to a transaction but the Group continued to proactively market the company for sale.
The Group are still in discussions with parties and remain confident that a sale will be achieved in
2024. The proceeds of disposal are expected to exceed the carrying amount of the related net
assets and accordingly no impairment losses have been recognised on the classification of
Polypipe Italia SRL as held-for-sale.
20. Investments
Details of Group undertakings
Details of the investments in which the Group holds 20% or more of the nominal value of any
class of share capital at 31 December 2023 are set out in Note 4 to the Parent Company
financial statements.
21. Inventories
31 December
31 December
2023
2022
£m
£m
Raw materials
22.5
25.3
Work in progress
7.9
9.2
Finished goods
38.8
55.4
69.2
89.9
All inventories are carried at cost less a provision to take account of slow-moving and obsolete
items. The provision at 31 December 2023 was £13.9m (2022: £14.9m).
22. Trade and other receivables
31 December
31 December
2023
2022
£m
£m
Trade receivables
66.2
60.5
Prepayments
6.8
6.1
Other receivables
0.9
1.5
73.9
68.1
Trade receivables are non-interest bearing and are generally settled on 30 days’ credit.
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
182
Notes to the Group Financial Statements continued
22. Trade and other receivables continued
Expected credit losses
The Group maintains a substantial level of credit insurance covering a significant proportion of
its trade receivables which mitigates against expected credit losses. Therefore, such credit losses
are not significant.
The ageing of trade receivables at the balance sheet date was as follows:
31 December 2023
31 December 2022
Allowance for
Allowance
expected
for expected
Gross
credit losses
Net
Gross
credit losses
Net
£m
£m
£m
£m
£m
£m
Not past due
25.8
25.8
22.3
22.3
Past due 1 to 30 days
34.5
34.5
35.3
35.3
Past due 31 to 90 days
5.1
(0.1)
5.0
2.0
(0.2)
1.8
Past due more than 90 days
1.5
(0.6)
0.9
1.5
(0.4)
1.1
66.9
(0.7)
66.2
61.1
(0.6)
60.5
The movements in the allowance for expected credit losses of trade receivables comprised:
£m
At 31 December 2021
1.4
Acquisition of businesses
0.2
Credited to the income statement during the year
(1.0)
At 31 December 2022
0.6
Charged to the income statement during the year
0.4
Utilised during the year
(0.3)
At 31 December 2023
0.7
23. Cash and cash equivalents
Cash and cash equivalents comprised:
31 December
31 December
2023
2022
£m
£m
Cash at bank and in hand
17.0
50.0
Cash at bank earns interest at variable rates based on daily bank deposit rates. The Group
only deposits cash surpluses with banks that have as a minimum a single A credit rating.
24. Share capital and reserves
Share capital
31 December 2023
31 December 2022
Number*
£
Number*
£
Authorised, allotted, called up and fully paid share capital:
Ordinary shares of £0.001 each
249
249,170
249
249,170
*
Millions of shares.
The ordinary shares are voting non-redeemable shares and rank equally as to dividends,
voting rights and any return of capital on winding up.
Share premium
On 11 February 2021, the Group conducted a non-pre-emptive placing of 18,704,085 new ordinary
shares at £5.15 per share generating gross proceeds of £96.3m with issue costs of £2.7m. Net
proceeds in excess of the nominal value of £93.6m have been credited to the share premium
account. A further £0.1m of listing fees have been incurred and charged to the income statement
in 2021.
Capital redemption reserve
Following the consolidation and subdivision of shares in 2014 the Company’s deferred shares
were cancelled. In order to maintain the Company’s capital, a transfer was made from retained
earnings to a capital redemption reserve at that time.
Strategic Report
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Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
183
Notes to the Group Financial Statements continued
24. Share capital and reserves continued
Own shares
Own shares represent the cost of Genuit Group plc shares purchased in the market and held
by the Company, and/or the Employee Benefit Trust (EBT), to satisfy the future exercise of options
under the Group’s share option schemes.
During the year the Group issued no shares (2022: 1,000,000 shares) to the EBT at the nominal value
of £0.001.
At 31 December 2023, the Group held 375 (2022: 375) of its own shares at an average cost of £4.20
(2022: £4.20) per share. The market value of these shares at 31 December 2023 was less than £0.1m
(2022: less than £0.1m). The nominal value of each share is £0.001.
The EBT held 921,482 shares at 31 December 2023 (2022: 1,071,188) at an average cost of 0.1p
(2022: 0.1p) per share. The market value of these shares at 31 December 2023 was £3.7m
(2022: £3.0m). The nominal value of each share is £0.001.
Hedging reserve
The hedging reserve contains the effective portion of the cash flow hedge relationships entered
into by the Group in respect of interest rate swaps and forward foreign currency derivatives
as discussed in Note 29.
Foreign currency retranslation reserve
The foreign currency retranslation reserve is used to record exchange differences arising from
the translation of the financial statements of foreign subsidiaries.
Other reserves
On 7 May 2020, the Group conducted a non-pre-emptive placing of 26,966,300 new ordinary
shares at £4.45 per share generating gross proceeds of £120.0m. The placing was undertaken
using a cashbox structure. As a result, the Group was able to take relief under Section 612 of the
Companies Act 2006 from crediting share premium and instead transfer the net proceeds in
excess of the nominal value to other reserves. Advisers’ fees of £3.5m have been netted off
against the gross proceeds.
Capital management
The primary objective of the Group’s capital management is to ensure that it maintains an
appropriate capital structure to support its business objectives and maximise shareholder value.
The Group regards shareholders’ equity and net debt as its capital. The Group’s net debt is defined
as cash and cash equivalents, loans and borrowings, and lease liabilities. At 31 December 2023,
the Group had bank debt of £120.0m (2022: £170.9m), an undrawn committed revolving credit
facility of £230.0m (2022: £179.1m), cash of £17.0m (2022: £50.0m), an uncommitted accordion facility
of £50.0m (2022: £50.0m), private placement loan notes of £25.0m (2022: £25.0m) with a maturity
date of August 2029 and lease liabilities of £23.5m (2022: £23.1m). A key objective of the Group
is to maintain sufficient liquidity (cash and committed bank facilities) in order to meet its cash
commitments including interest payments due on that debt. No changes were made to the
objectives, policies or processes during the years ended 31 December 2023 and 31 December 2022.
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
184
Notes to the Group Financial Statements continued
25. Share-based payments
Share options were granted by the Company under its various share option schemes as detailed in the table below:
Exercise
31 December
Lapsed/
31 December
Date
price
2022
Granted
Dividend
Exercised
forfeited
2023
first
Expiry
£
Number
Number
Accrual
Number
Number
Number
exercisable
date
2014 Sharesave (granted 2019)
3.05
683,628
(44,227)
1
(639,401)
1 Nov 2022
30 April 2023
2014 Sharesave (granted 2020)
3.45
642,727
(32,703)
2
(323,413)
286,611
1 Dec 2023
31 May 2024
2014 Sharesave (granted 2021)
5.78
245,977
(85,585)
160,392
1 Dec 2024
31 May 2025
2014 Sharesave (granted 2022)
2.21
4,521,667
(2,804)
3
(1,017,188)
3,501,675
1 Dec 2025
31 May 2026
2014 Sharesave (granted 2023)
2.60
1,092,575
(47,746)
1,044,829
1 Dec 2026
31 May 2027
2014 LTIP (granted 10 May 2016)
Nil
86,205
86,205
10 May 2019
10 May 2026
2014 LTIP (granted 2 May 2017)
Nil
12,574
12,574
2 May 2020
2 May 2027
2014 LTIP (granted 22 May 2017)
Nil
5,973
(5,973)
4
22 May 2021
22 May 2028
2014 LTIP (granted 2 May 2018)
Nil
21,142
(21,142)
5
2 May 2021
2 May 2028
2014 LTIP (granted 30 April 2019)
Nil
49,996
(22,879)
6
27,117
30 April 2022
30 April 2029
2014 LTIP (granted 22 Nov 2019)
Nil
5,882
(5,882)
7
22 Nov 2022
22 Nov 2029
2014 LTIP (granted 22 June 2020)
Nil
474,238
(474,238)
22 June 2023
22 June 2030
2014 LTIP (granted 20 May 2021)
Nil
546,915
(128,722)
418,193
20 May 2024
20 May 2031
2014 LTIP (granted 22 April 2022)
Nil
743,858
(169,951)
573,907
22 April 2025
22 April 2032
2014 LTIP (granted 13 July 2022)
Nil
11,973
11,973
13 July 2025
13 July 2032
2014 LTIP (granted 21 April 2023)
Nil
1,288,711
(265,660)
1,023,051
21 April 2026
21 April 2033
2014 LTIP (granted 18 May 2023)
Nil
15,173
15,173
18 May 2026
18 May 2033
2014 LTIP (granted 22 May 2023)
Nil
21,795
21,795
22 May 2026
22 May 2033
Deferred share awards (granted 22 March 2022)
Nil
178,377
1,667
(128,921)
8
(51,123)
22 March 2023
22 March 2032
Deferred share awards (granted 22 March 2022)
Nil
127,030
6,816
133,846
22 March 2024
22 March 2032
Deferred share awards (granted 22 March 2022)
Nil
12,347
(12,347)
9
22 March 2022
22 March 2032
Deferred share awards (granted 22 March 2022)
Nil
31,216
449
(31,665)
10
22 March 2023
22 March 2032
DSBP (granted 30 April 2019)
Nil
7,003
(7,003)
11
30 April 2021
30 April 2029
DSBP (granted 22 June 2020)
Nil
13,315
348
(7,093)
12
(6,570)
22 June 2022
22 June 2030
DSBP (granted 22 April 2022)
Nil
80,630
4,322
84,952
22 April 2024
22 April 2032
DSBP (granted 21 April 2023)
Nil
25,041
966
26,007
21 April 2025
21 April 2033
8,502,673
2,443,295
14,568
(322,639)
(3,209,597)
7,428,300
1.
The weighted average share price at the date of exercise of these options was £3.30.
2.
The weighted average share price at the date of exercise of these options was £3.98.
3.
The weighted average share price at the date of exercise of these options was £3.16.
4.
The weighted average share price at the date of exercise of these options was £3.30.
5.
The weighted average share price at the date of exercise of these options was £2.81.
6.
The weighted average share price at the date of exercise of these options was £2.83.
7.
The weighted average share price at the date of exercise of these options was £3.07.
8.
The weighted average share price at the date of exercise of these options was £2.72.
9.
The weighted average share price at the date of exercise of these options was £2.72.
10. The weighted average share price at the date of exercise of these options was £2.72.
11.
The weighted average share price at the date of exercise of these options was £2.72.
12. The weighted average share price at the date of exercise of these options was £2.89.
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
185
Notes to the Group Financial Statements continued
25. Share-based payments continued
At 31 December 2023, 449,475 (2022: 889,345) share options were exercisable at a weighted
average exercise price of £2.20 (2022: £2.34) per share.
Sharesave Plan
Sharesave Plan options were granted to eligible employees on 10 October 2023 at an exercise
price of £2.60 per share, a 20% discount to the average share price over the three business days
preceding the offer. Participating employees can exercise their options to purchase the shares
acquired through their savings plans at the option price after three years. These options have
an exercise date of 2026 to 2027.
Long-Term Incentive Plan (LTIP)
LTIP options were awarded to a number of senior managers on 21 April 2023, 18 May 2023 and
22 May 2023. These options have an exercise date of 2026 to 2033. The vesting of each award
is subject to the satisfaction of certain performance criteria, of which 25% is based on total
shareholder return (the TSR element), 25% is based on sustainability performance (the sustainability
element) and 50% is based on earnings per share (the EPS element). Further details of the scheme
are provided in the Annual Report on Remuneration.
Deferred Share Bonus Plan (DSBP)
On 21 April 2023, the Executive Directors received an award of shares under the DSBP relating
to the 2022 annual bonus.
All these equity-settled, share-based payments are measured at fair value at the date of grant.
The fair value determined at the date of grant of the equity-settled, share-based payments
is expensed to the income statement on a straight-line basis over the vesting period, based
on the Group’s estimates of shares that will eventually vest, with a corresponding adjustment
to equity. Fair value for the Sharesave Plan options is measured by use of a Black-Scholes model.
Fair value of the LTIP options is measured by use of a Monte Carlo model. The expected life used
in the models has been adjusted, based on management’s best estimate for the effects of
non-transferability, exercise restrictions and behavioural considerations.
The assumptions used for each share-based payment were as follows:
2014 LTIP
2014 LTIP
2014 LTIP
2014
options
options
options
Sharesave
granted
granted
granted
options
21 April
18 May
22 May
granted
2023
2023
2023
2023
Share price at the date of grant
£2.76
£3.03
£3.21
£3.06
Exercise price
£Nil
£Nil
£Nil
2.60
Shares under option
1,288,711
15,173
21,795
1,092,575
Vesting period (years)
3.00
3.00
3.00
3.25
Expected volatility
36.7%
36.7%
36.7%
39.3%
Median volatility of the comparator group
34.9%
34.9%
34.9%
n/a
Expected life (years)
3.00
3.00
3.00
3.25
Risk free rate
3.8%
3.9%
4.0%
4.0%
Dividend yield
4.5%
3.6%
3.7%
4.0%
TSR performance of the Company
at the date of grant
1.0%
1.0%
1.0%
n/a
Median TSR performance of the
comparator group at the date of grant
5.05%
5.05%
5.05%
n/a
Correlation (median)
35.9%
35.9%
35.9%
n/a
Fair value per option
£2.15
£2.63
£2.55
£1.07
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
186
Notes to the Group Financial Statements continued
25. Share-based payments continued
2014 LTIP
2014 LTIP
2014
options
options
Sharesave
granted
granted
options
22 April
13 July
granted
2022
2022
2022
Share price at the date of grant
£4.57
£3.82
£2.70
Exercise price
Nil
Nil
£2.21
Shares under option
809,192
11,973
4,521,667
Vesting period (years)
3.00
3.00
3.25
Expected volatility
37.3%
37.3%
41.3%
Median volatility of the comparator group
38.2%
38.2%
n/a
Expected life (years)
3.00
3.00
3.25
Risk free rate
1.82%
1.70%
3.64%
Dividend yield
2.69%
3.20%
4.26%
TSR performance of the Company at the date of grant
(21.2)%
(21.2)%
n/a
Median TSR performance of the comparator group
at the date of grant
(24.4)%
(24.4)%
n/a
Correlation (median)
33.3%
33.3%
n/a
Fair value per option
£3.65
£3.11
£0.84
The expected volatility is based on historical share price movements. The Directors anticipate
it is possible the performance criteria in relation to the LTIP options may not be met.
2023
2022
£m
£m
Share-based payments charge for the year
2.1
2.9
26. Trade and other payables
31 December
31 December
2023
2022
£m
£m
Trade payables
73.9
85.1
Other taxes and social security costs
13.6
7.9
Accruals
27.3
31.2
114.8
124.2
Trade payables are non-interest bearing and generally settled on 30 to 60 day terms.
27. Financial liabilities
31 December
31 December
2023
2022
£m
£m
Non-current loans and borrowings:
Bank loan
– principal
120.0
170.9
– unamortised debt issue costs
(2.1)
(2.8)
Private Placement Loan Notes
25.0
25.0
Total non-current loans and borrowings
142.9
193.1
Cash at bank and in hand
(17.0)
(50.0)
Net debt excluding lease liabilities
125.9
143.1
31 December
31 December
2023
2022
£m
£m
Other financial liabilities:
Trade and other payables
114.8
124.2
Lease liabilities
23.4
23.1
Deferred and contingent consideration
8.2
8.0
146.4
155.3
Strategic Report
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Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
187
Notes to the Group Financial Statements continued
27. Financial liabilities continued
Bank loan
On 10 August 2022, the Group renewed its banking facilities and entered a Sustainability-Linked
Loan revolving credit facility agreement for £350.0m with a £50.0m uncommitted accordion facility
expiring in August 2027 and a separate agreement for private placement loan notes of £25.0m
with an uncommitted £125.0m shelf facility repayable in August 2029. The Group incurred debt
issue costs of £3.1m, in respect of entering into both agreements, which have been capitalised and
are being amortised to the income statement over the whole term of each facility, respectively.
Interest is payable on the bank loan at SONIA plus an interest margin ranging from 0.90% to 2.75%
which is dependent on the Group’s ESG targets and the Group’s leverage (net debt excluding
lease liabilities as a multiple of pro-forma EBITDA) and reduces as the Group’s leverage reduces.
The interest margin at 31 December 2023 was 1.65% (2022: 1.60%). Pro-forma EBITDA for the year
was £114.9m (2022: £120.3m) and is defined as pre-IFRS 16 underlying operating profit before
depreciation, amortisation and share-based payment charges, for the 12 months preceding
the Balance Sheet date adjusted where relevant to include a full year of EBITDA from acquisitions
made during those 12 months.
Interest is payable semi-annually on the loan notes and is fixed at 4.44% per annum for the period
of the loan term.
2023
2022
£m
£m
Pro-forma EBITDA
(12 months preceding the Balance Sheet)
Underlying operating profit
94.1
98.2
Depreciation of property, plant and equipment
19.1
19.4
Amortisation of intangible assets arising on business combinations
0.8
0.2
Un-wind of discount on lease liabilities
(1.2)
(0.8)
Share-based payments charge
2.1
2.9
114.9
119.9
EBITDA from acquisitions
0.2
114.9
120.1
At 31 December 2023 the Group had available, subject to covenant headroom, £230.0m
(2022: £179.1m) of undrawn committed borrowing facilities in respect of which all conditions
precedent had been met.
The Group is subject to a number of covenants in relation to its bank loan which, if breached,
would result in the bank loan becoming immediately repayable. These covenants specify certain
maximum limits in terms of net debt, excluding lease liabilities, as a multiple of pro-forma EBITDA
and interest cover. At 31 December 2023, the Group was not in breach of any bank covenants.
The covenant position was as follows:
Position at
Covenant
31 December
Covenant
Requirement
2023
Interest cover
(Underlying operating profit: finance costs excluding
debt issue cost amortisation)
>4.0:1
8.2:1
Leverage
(Net debt excluding lease liabilities: pro-forma EBITDA)
<3.0:1
1.1:1
The interest cover and leverage covenants remain at 4.0:1 and 3.0:1 respectively, throughout
the remaining term of the revolving credit facility to August 2027, though there exists the option
to apply to extend the leverage covenant to 3.5:1 for a limited period of time if the Group makes
an acquisition.
Reconciliation of liabilities arising from financing activities
2023
2022
£m
£m
At 1 January
193.1
197.4
Borrowings repaid
(100.9)
(268.3)
Borrowings drawn down
50.0
266.2
Debt issue costs
0.7
(2.2)
At 31 December
142.9
193.1
28. Related party transactions
Compensation of key management personnel (including Directors):
2023
2022
£m
£m
Short-term employee benefits
4.4
3.3
Share-based payments
1.0
1.7
5.4
5.0
Key management personnel comprise the Executive Directors, Non-Executive Directors and other
key managers in the Group.
Strategic Report
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Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
188
Notes to the Group Financial Statements continued
29. Financial risk management objectives and policies
The Group’s principal financial liabilities comprise loans and borrowings, deferred and contingent
consideration, lease liabilities, derivative financial instruments and trade and other payables.
The main purpose of these financial liabilities is to finance the Group’s operations. The Group has
trade and other receivables and cash that are derived directly from its operations.
The Group is exposed to interest rate cash flow, foreign currency exchange, credit and liquidity risk.
The Group’s senior management oversees the mitigation of these risks which are summarised
as follows:
Interest rate risk
The interest rate on the Group’s £350.0m Sustainability-Linked Loan is variable, being payable at
SONIA plus a margin. The Group manages its long-term borrowings policy centrally and operates
weekly cash flow forecasting to manage its net debt position to ensure exposure to changes in
interest rates are minimised where possible.
Interest rate sensitivity
The table below demonstrates the sensitivity to a change in 100 basis point in interest rates on the
Group’s borrowings which at the relevant reporting dates are not hedged. The analysis assumes
all other variables remain constant and the change in rates takes place at the beginning of the
financial year and held constant throughout the reporting period, the Group’s profit after tax is
affected through the impact on interest rate borrowings as follows:
Effect on profit
after tax
Change in interest rate
£m
2023
Increase of 100 basis points
(0.8)
Decrease of 100 basis points
0.8
2022
Increase of 100 basis points
(1.6)
Decrease of 100 basis points
0.6
After the balance sheet date, the group entered into an interest rate swap fixed for two years
on £25.0m of the Group RCF with a fixed interest fate of 4.154%.
Foreign currency exchange risk
Foreign currency exchange risk is the risk that the fair value of a financial instrument or future
cash flows will fluctuate because of changes in foreign currency exchange rates. The Group’s
exposure to the risk of changes in foreign currency exchange rates relates primarily to the Group’s
operating activities where the revenue or expense is denominated in a currency other than the
functional currency of the entity undertaking the transaction.
The Group enters into forward foreign currency exchange contracts for the purchase and sale
of foreign currencies in order to manage its exposure to fluctuations in currency rates, primarily
in respect of US Dollar and Euro receipts and payments.
Foreign currency exchange sensitivity
The table below demonstrates the sensitivity to a 10% change in the Euro exchange rate versus
Pounds Sterling, the presentational currency of the Group used for translation purposes, on the
net assets and profit after tax of the Group. The Group’s exposure to foreign currency exchange
rate changes for all other currencies is not material.
Effect on
Effect on profit
net assets
after tax
Change in exchange rate
£m
£m
2023
10% strengthening of Pounds Sterling: against Euro
(1.2)
10% weakening of Pounds Sterling: against Euro
1.4
2022
10% strengthening of Pounds Sterling: against Euro
(1.0)
10% weakening of Pounds Sterling: against Euro
1.3
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
189
Notes to the Group Financial Statements continued
29. Financial risk management objectives and policies continued
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument
or customer contract, leading to a financial loss. The Group is exposed to credit risk from its
operating activities (primarily for trade receivables) and from its financing activities, including
cash deposits with banks.
Trade receivables
Customer credit risk is managed by each subsidiary subject to the Group’s established policy,
procedures and controls relating to customer credit risk management. Credit quality of the
customer is assessed based on an extensive credit rating scorecard and individual credit limits
are defined in accordance with this assessment. Outstanding customer receivables are regularly
monitored and any shipments to major export customers are generally covered by letters of
credit or other forms of credit insurance.
The requirement for impairment is analysed at each balance sheet date on an individual basis for
major clients. Additionally, a large number of minor receivables are grouped into homogeneous
groups and assessed for impairment collectively. The calculation is based on actually incurred
historical data, adjusted for forward looking information. The maximum exposure to credit risk at
the balance sheet date is the carrying amount of each class of financial assets as disclosed in
Note 22.
The Group does not hold collateral as security. The Group evaluates the concentration of risk
with respect to trade receivables as low. At 31 December 2023, 44.3% (2022: 53.0%) of net trade
receivables were covered by credit insurance which is subject to the normal policy deductibles.
Financial instruments and cash deposits
The Group maintains strong liquidity through cash balances and deposits of £17.0m and its
undrawn committed revolving credit facility £230.0m at 31 December 2023, which matures in
August 2027 (with one further uncommitted annual renewal through to November 2028 possible).
Credit risk arising from cash deposits with banks is managed in accordance with the Group’s
established treasury policy, procedures and controls. Deposits of surplus funds are made only with
banks that have as a minimum a single A credit rating. The Group’s maximum exposure to credit
risk for the components of the balance sheet at 31 December 2023 and 31 December 2022 is the
carrying amounts as illustrated in Note 23.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall
due. The Group’s approach to managing liquidity is to ensure that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to the Group’s reputation.
The table below summarises the maturity profile of the Group’s financial liabilities based
on contractual undiscounted payments:
3 to 12
1 to 5
< 3 months
months
years
> 5 years
Total
31 December 2023
£m
£m
£m
£m
£m
Bank loan – principal
2.6
7.4
155.0
165.0
Private placement loan notes
1.1
4.4
25.0
30.5
Other financial liabilities:
Trade and other payables
114.8
114.8
Deferred and contingent
consideration
8.2
8.2
Forward foreign currency
derivatives
1.4
1.4
Lease liabilities
1.7
4.7
17.8
6.4
30.6
128.7
13.2
177.2
31.4
350.5
The interest payments on the Sustainability-Linked Loan would be £8.2m per year if the interest rate
plus margin remained at 6.8% and the level of debt did not change from the balance sheet date.
3 to 12
1 to 5
< 3 months
months
years
> 5 years
Total
31 December 2022
£m
£m
£m
£m
£m
Bank loan – principal
2.4
5.7
214.7
222.8
Private placement loan notes
1.1
4.4
27.2
32.7
Other financial liabilities:
Trade and other payables
124.2
124.2
Deferred and contingent
consideration
8.0
8.0
Forward foreign currency
derivatives
0.9
0.9
Lease liabilities
1.3
3.7
14.9
10.4
30.3
128.8
10.5
242.0
37.6
418.9
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2023
190
Notes to the Group Financial Statements continued
29. Financial risk management objectives and policies continued
Fair values of financial assets and financial liabilities
The book value of trade and other receivables, trade and other payables, cash balances,
bank loan and other liabilities equates to fair value.
The table below sets out the Group’s accounting classification of its other financial liabilities
and their carrying amounts and fair values:
Carrying
Fair
value
value
£m
£m
Forward foreign currency derivatives
(designated as hedging instruments)
Interest-bearing loans and borrowings due after more than one year
(designated as financial liabilities measured at amortised cost)
142.9
142.9
Deferred and contingent consideration
(designated as financial liabilities at FVTPL)
8.2
8.2
Lease liabilities (designated as financial liabilities
measured at amortised cost)
23.4
23.4
Total at 31 December 2023
174.5
174.5
Carrying
Fair
value
value
£m
£m
Forward foreign currency derivatives
(designated as hedging instruments)
Interest-bearing loans and borrowings due after more than one year
(designated as financial liabilities measured at amortised cost)
193.1
193.1
Deferred and contingent consideration
(designated as financial liabilities at FVTPL)
8.0
8.0
Lease liabilities (designated as financial liabilities
measured at amortised cost)
23.1
23.1
Total at 31 December 2022
224.2
224.2
The fair values were determined as follows by reference to:
– Forward foreign currency derivatives: quoted exchange rates.
– Deferred and contingent consideration: Directors’ assessment of the likelihood that financial
targets will be achieved (see Note 18).
– Lease liabilities: present value of lease payments to be made over the lease terms.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1:
quoted (unadjusted) prices in active markets for identical assets or liabilities;
Level 2:
other techniques for which all inputs which have a significant effect on the recognised
fair value are observable, either directly or indirectly; and
Level 3:
techniques which use inputs which have a significant effect on the recognised fair value
that are not based on observable market data.
The fair values disclosed above, with the exception of deferred and contingent consideration
which is categorised as Level 3, all relate to items categorised as Level 2.
There have been no transfers in any direction between Levels 1, 2 or 3 in the years ended
31 December 2022 and 2021.
The Directors are responsible for preparing the
Annual Report and the financial statements in
accordance with applicable UK law and regulations.
UK Company law requires the Directors to prepare
financial statements for each financial year. Under that
law the Directors have elected to prepare the financial
statements in accordance with UK-Adopted International
Accounting Standards (IFRSs).
Under company law the 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 Company and of the profit or loss of the Company
for that period.
In preparing these financial statements the Directors are required to:
– select suitable accounting policies in accordance with IAS 8, Accounting Policies, Changes
in Accounting Estimates and Errors, and then apply them consistently
– make judgements and accounting estimates that are reasonable and prudent
– present information, including accounting policies, in a manner that provides relevant, reliable,
comparable and understandable information
– provide additional disclosures when compliance with the specific requirements in IFRSs
is insufficient to enable users to understand the impact of particular transactions, other events
and conditions on the Company’s financial position and financial performance
– state whether IASs in conformity with the requirements of the Companies Act 2006 have been
followed, subject to any material departures disclosed and explained in the financial statements
– prepare the financial statements on the going concern basis unless it is appropriate to presume
that the Company will not continue in business
The Directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the Company’s transactions and disclose with reasonable accuracy at any time the
financial position of the Company and enable them to ensure that the financial statements
comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the
Company and hence for taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Directors’ Responsibilities Statement
In relation to the parent company financial statements
191
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Annual Report & Accounts 2023
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Financial Statements
Remuneration
Strategic Report
Governance
Notes
31 December
2023
£m
31 December
2022
£m
Non-current assets
Investments
4
248.1
246.9
Amounts owed by subsidiary undertakings and other receivables
5
190.5
Current assets
Amounts owed by subsidiary undertakings and other receivables
5
1.2
190.6
Total assets
439.8
437.5
Current liabilities
Amounts owed to subsidiary undertakings and other payables
6
(122.9)
(86.3)
Net assets
316.9
351.2
Capital and reserves
Equity share capital
7
0.2
0.2
Share premium
7
93.6
93.6
Capital redemption reserve
7
1.1
1.1
Own shares
7
Other reserves
7
116.5
116.5
Retained earnings
105.5
139.8
Total equity
316.9
351.2
Included in retained earnings is a loss for the year of £6.1m (2022: £6.6m loss).
The financial statements were approved for issue by the Board of Directors and signed on its behalf by:
Joe Vorih
Tim Pullen
Director
Director
12 March 2024
12 March 2024
Company Registration No. 06059130
Company Balance Sheet
At 31 December 2023
192
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Equity
share
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Own
shares
£m
Other
reserves
£m
Retained
earnings
£m
Total
equity
£m
At 31 December 2021
0.2
93.6
1.1
116.5
173.6
385.0
Loss for the year
(6.6)
(6.6)
Total comprehensive income for the year
(6.6)
(6.6)
Dividends paid
(30.5)
(30.5)
Share-based payments charge
2.9
2.9
Share-based payments settled
0.4
0.4
At 31 December 2022
0.2
93.6
1.1
116.5
139.8
351.2
Loss for the year
(6.1)
(6.1)
Total comprehensive income for the year
(6.1)
(6.1)
Dividends paid
(30.5)
(30.5)
Share-based payments charge
2.1
2.1
Share-based payments settled
0.3
0.3
Share-based payments excess tax benefit
(0.1)
(0.1)
At 31 December 2023
0.2
93.6
1.1
116.5
105.5
316.9
Company Statement of Changes in Equity
For the year ended 31 December 2023
193
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Remuneration
Strategic Report
Governance
31 December
2023
£m
31 December
2022
£m
Operating activities
Operating loss
(6.1)
(6.6)
Non-cash items: Share-based payments
0.9
1.5
Operating cash flows before movement in working capital
(5.2)
(5.1)
Movement in working capital:
Receivables
(1.1)
0.3
Payables
0.1
0.1
Inter-group balances
36.4
34.8
Net cash flows from operating activities
30.2
30.1
Financing activities
Dividends paid
(30.5)
(30.5)
Proceeds from exercise of share options
0.3
0.4
Net cash flows from financing activities
(30.2)
(30.1)
Net change in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Company Cash Flow Statement
For the year ended 31 December 2023
194
Genuit Group plc
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
1. Authorisation of financial statements
The parent company financial statements of Genuit Group plc (formerly Polypipe Group plc)
(the ‘Company’) for the year ended 31 December 2023 were authorised for issue by the Board of
Directors on 12 March 2024 and the balance sheet was signed on the Board’s behalf by Joe Vorih
and Tim Pullen.
Genuit Group plc is a public limited company incorporated and domiciled in England and Wales.
The principal activity of the Company is that of a holding company.
2. Summary of significant accounting policies
The basis of preparation and accounting policies used in preparing the historical financial
information for the year ended 31 December 2023 are set out below. These accounting policies
have been consistently applied in all material respects to all the periods presented.
2.1 Basis of preparation and statement of compliance with IFRSs
The Company financial statements have been prepared in accordance with UK-adopted
International Accounting Standards (UK-adopted-IAS).
The accounting policies which follow set out those policies which apply in preparing the financial
statements for the year ended 31 December 2023.
The Company’s financial statements have been prepared on a historical cost basis. The financial
statements are presented in Pounds Sterling and all values are rounded to one decimal place of
a million (£m) unless otherwise indicated. No income statement or statement of comprehensive
income is presented by the Company as permitted by Section 408 of the Companies Act 2006.
The results of Genuit Group plc are included in the consolidated financial statements of Genuit
Group plc.
2.2 Going concern
The accounting policy for going concern is consistent with that of the Group as detailed
on page 163 in Note 2.2.
2.3 Investments
Investments in subsidiary undertakings are held at historical cost less any applicable provision
for impairment.
2.4 Share-based payments
The accounting policy for share based payments is consistent with that of the Group as detailed
on page 169 in Note 2.22.
Where the Company is settling an equity settled share based payment transaction in which
one of its subsidiaries is the entity receiving the goods or service, the parent company accounts
for the cost as an addition to the cost of its investment in the employing subsidiary.
2.5 Cash dividend
The accounting policy for cash dividend is consistent with that of the Group as detailed
on page 169 in Note 2.23.
2.6 Own shares
The Company operates an employee benefit trust (EBT). The Company, and/or the EBT, holds
Genuit Group plc shares for the granting of Genuit Group plc shares to employees and Directors.
These shares are recognised at cost and presented in the balance sheet as a deduction from
equity. No profit or loss is recognised in the income statement on the purchase, sale, issue or
cancellation of these shares. No dividends are earned on these shares.
2.7 Financial instruments
The accounting policy for financial instruments is consistent with that of the Group as detailed on
page 167 in Note 2.15. Expected credit loss (ECL) calculations are considered annually for amounts
owed by subsidiary undertakings, using the general approach required under IFRS 9. ECLs are
a probability weighted estimate of credit losses based on the Company’s historical credit loss
experience adjusted for debt specific and forward looking factors. Under the general approach
ECLs are recognised in two stages. For credit exposures for which there has not been a significant
increase in credit risk, 12 month ECLs are recognised. For those credit exposures for which there has
been a significant increase in credit risk since initial recognition, a loss allowance is required for
credit losses expected over the remaining life (lifetime ECLs).
3. Dividend per share
Please refer to Note 14 on page 176 of the Group financial statements for reference to the Dividend
per share.
4. Investments
Shares in
subsidiary
undertakings
£m
Cost
At 1 January 2022
245.5
Additions – share-based payments
1.4
At 31 December 2022
246.9
Additions – share-based payments
1.2
At 31 December 2023
248.1
Net book value
At 31 December 2023
248.1
At 31 December 2022
246.9
At 1 January 2022
245.5
In 2023, an adjustment in respect of share-based payments of £1.2m (2022: £1.4m) was made
to shares in subsidiary undertakings, representing the financial effects of awards by the Company
of options over its equity shares to employees of subsidiary undertakings. The total contribution
to date was £8.9m (2022: £7.7m).
Notes to the Company Financial Statements
For the year ended 31 December 2023
195
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Notes to the Company Financial Statements continued
4. Investments continued
The companies in which the Company had an interest at 31 December 2023 are shown below:
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
AAA Holdings Limited
1
England & Wales
Ordinary £1
100%*
Adey Commercial Limited
2 †
England & Wales
Ordinary £1
100%*
Adey Holdings (2008) Limited
2 †
England & Wales
Ordinary £1
100%*
Adey Innovation Limited
2
England & Wales
Ordinary £1
100%*
Adey Innovation LLC
3
United States of America
n/a
100%*
Adey Innovation SAS
4
France
Ordinary €1
100%*
Adey Innovation (Shanghai) Water
Treatment Technology Co. Ltd
5
China
Ordinary £1
100%*
Alderburgh Limited
1
England & Wales
Ordinary £1
100%*
Alderburgh Ireland Limited
6
Republic of Ireland
Ordinary €1
100%*
Alpha Scientific Ltd
2 †
England & Wales
Ordinary £0.01
100%*
Environmental Sustainable
Solutions Ltd
1
England & Wales
Ordinary £1
100%*
Equaflow Ltd
1
England & Wales
Ordinary £1
50%*
Ferrob Ventilation Ltd
1 7
England & Wales
Ordinary £1
100%*
Genuit Limited
17
England & Wales
Ordinary £1
100%*
Hayes Pipes (Ulster) Limited
18
Northern Ireland
Ordinary £1
100%*
Home Ventilation (Ireland) Limited
18
Northern Ireland
Ordinary £1
100%*
Infra Green Limited
1
England & Wales
Ordinary £1
100%*
Insulated Damp-Proof
Course Limited
1 7
England & Wales
Ordinary £1
100%*
Keytec Installation Services Limited
(formerly Keytec Geomembranes
Holding Company Limited)
1
England & Wales
Ordinary £1
100%*
Keytec Geomembranes Limited
1 †
England & Wales
Ordinary £1
100%*
London Bidco Limited
2 †
England & Wales
Ordinary £1
100%*
London Finco Limited
2
England & Wales
Ordinary £1
100%*
London Topco Limited
2 †
England & Wales
Ordinary £0.01
– £1
100%*
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
Manthorpe Building Products Limited
1
England & Wales
Ordinary £1
100%*
Manthorpe Building Products
Holdings Limited
1
England & Wales
Ordinary £1
100%*
Mason Pinder (Toolmakers) Limited
17
England & Wales
Ordinary £1
100%*
New Urban Standard B.V. (formerly
Tree Ground Solutions B.V.)
7
The Netherlands
Ordinary €10
100%*
Nuaire Limited
1
England & Wales
Ordinary £1
100%*
Nu-Heat (Holdings) Limited
1
England & Wales
Ordinary £0.01
100%*
Nu-Heat UK Limited
1
England & Wales
Ordinary £1
100%*
Nuhold Limited
1 7
England & Wales
Ordinary £0.1
100%*
Nu-Oval Acquisitions 1 Limited
17
England & Wales
Ordinary £1
100%*
Nu-Oval Acquisitions 2 Limited
17
England & Wales
Ordinary £1
100%*
Nu-Oval Acquisitions 3 Limited
17
England & Wales
Ordinary £1
100%*
Oracstar Limited
17
England & Wales
Ordinary £1
100%*
Permavoid B.V. (formerly Drain
Products Europe B.V.)
7
The Netherlands
Ordinary €100
100%*
Permavoid Limited
1 †
England & Wales
Ordinary £1
100%*
Permavoid Technologies Limited
1 †
England & Wales
Ordinary £1
100%*
Permavoid Technologies
(USA) Limited
1
England & Wales
Ordinary £1
100%*
Permavoid Technologies (USA) LLC
9
United States of America
Ordinary $1
100%*
Pipe Holdings plc
1
England & Wales
Ordinary £1
100%*
Pipe Holdings 1 plc
1
England & Wales
Ordinary £1
100%*
Pipe Holdings 2 Limited
1
England & Wales
Ordinary £1
100%*
Pipe Luxembourg Sarl
10
Luxembourg
Ordinary £1
100%
Plumbexpress Limited
17
England & Wales
Ordinary £1
100%*
Plura Composites Ltd
11
England & Wales
Ordinary £1
100%*
Polydeck Limited
12
England & Wales
Ordinary £1
100%*
Polypipe Limited
1
England & Wales
Ordinary £0.1
100%*
Polypipe Building Products Limited
1
England & Wales
Ordinary £1
100%*
196
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Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Notes to the Company Financial Statements continued
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
Polypipe Civils Limited
1
England & Wales
Ordinary £1
100%*
Polypipe Commercial Building
Systems Limited
17
England & Wales
Ordinary £1
100%*
Polypipe Group 1 Limited
(formerly Genuit Group Limited)
17
England & Wales
Ordinary £0.01
100%*
Polypipe (Ireland) Ltd
18
Northern Ireland
Ordinary £1
100%*
Polypipe Italia SRL
13
Italy
Ordinary
€0.52
100%*
Polypipe Middle East FZE
14
United Arab Emirates
Ordinary 1m
UAE Dirhams
100%*
Polypipe Middle East Water
Technology LLC
15
United Arab Emirates
Ordinary 1,000
UAE Dirhams
100%*
Polypipe T.D.I. Limited
17
England & Wales
Ordinary £1
100%*
Polypipe Terrain Limited
17
England & Wales
Ordinary £1
100%*
Polypipe Terrain Holdings Limited
17
England & Wales
Ordinary £1
100%*
Polypipe Trading Limited
17
England & Wales
Ordinary £1
100%*
Polypipe (Ulster) Limited
8
Northern Ireland
Ordinary £1
100%*
Polypipe Ventilation Limited
17
England & Wales
Ordinary £1
100%*
Robimatic Limited
1 †
England & Wales
Ordinary £1
100%*
Solutek Environmental Limited
1
England & Wales
Ordinary £1
100%*
Surestop Limited
1 †
England & Wales
Ordinary £1
100%*
Sustainable Water and Drainage
Systems B.V.
7
The Netherlands
Ordinary €1
50%*
Sustainable Water and Drainage
Systems Limited
1
England & Wales
Ordinary £1
50%*
Water Management Solutions LLC
16
Qatar
Ordinary 1,000
Qatari Riyals
49%*
All the companies operate principally in their country of registration and in the same class
of business as the Group.
Registered offices of subsidiaries:
1.
4 Victoria Place, Holbeck, Leeds, LS11 5AE.
2. Unit 2 St Modwen Park, Haresfield, Stonehouse, Gloucestershire, GL10 3EZ.
3.
c/o CT Corporation, 1209 Orange Street, Wilmington, Newcastle 19801, Delaware, United States of America.
4.
119B Rue de Colombes, 92600 Asnieres Sur Seine, France.
5.
Room 308-18, No. 998, South Shen Bin Road, Min Hang District, Shanghai, China.
6. Ballybrack, Kilmacthomas, Co. Waterford.
7.
Kattenburgerstraat 5, 1018, JA, Amsterdam, The Netherlands.
8.
Dromore Road, Lurgan, Co. Armagh, BT66 7HL.
9.
251 Little Falls Drive, Wilmington, Delaware, 19808-1674, United States of America.
10. 15 Boulevard F.W. Raiffeisen, L-2411 Luxembourg.
11.
Unit 5 Johnsons Estate, Tarran Way South, Tarran Industrial Estate, Moreton, Wirral, Merseyside, CH46 4TP.
12. Unit 14 Burnett Industrial Estate, Cox’s Green, Wrington, Bristol, Somerset, BS40 5QP.
13. Localita Pianmercato 5C-D-H, 16044 Cicagna, Genova, Italy.
14. PO Box 18679, Showroom A2 SR 07, First Al Khail Street, Jebel Ali Free Zone, Dubai, United Arab Emirates.
15. Arenco Tower – Office 908, Dubai Media City, Dubai, United Arab Emirates.
16. Level 15, Commercial Bank Plaza, West Bay, Doha, Qatar.
17. C/O Teneo Financial Advisory Limited The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT
(companies in liquidation).
18. C/O Teneo Financial Advisory Limited C/O A&L Goodbody Northern Ireland Llp, 42-46 Fountain Street, Belfast, BT1 5EB
(companies in liquidation).
* The shares in the undertakings marked with an asterisk are held by subsidiary undertakings.
These companies are excluded from the obligation to carry out the audit required under
Section 479A of the Companies Act 2006 because data in the accounts of these companies
shall be guaranteed by Genuit Group plc under Section 479C of the Companies Act 2006.
4. Investments continued
197
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Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Notes to the Company Financial Statements continued
5. Amounts owed by subsidiary undertakings and other receivables
31 December
2023
£m
31 December
2022
£m
Amounts falling due within one year:
Amounts owed by subsidiary undertakings
189.9
Deferred income tax assets
0.7
Prepayments
1.2
1.2
190.6
Amounts falling due after one year:
Deferred income tax assets
0.6
Amounts owed by subsidiary undertakings
189.9
190.5
No material allowance for expected credit losses is deemed necessary in respect of amounts
owed by subsidiary undertakings. These have been reclassified as long-term receivables for
the current year as there is no intent to settle within 12 months of the balance sheet date. It is
considered that this reclassification does not give rise to any further credit risk in relation to the
amounts owed by subsidiary undertakings.
6. Amounts owed to subsidiary undertakings and other payables
31 December
2023
£m
31 December
2022
£m
Amounts owed to subsidiary undertakings
121.5
85.0
Other payables
1.4
1.3
122.9
86.3
7. Share capital and reserves
Please refer to Note 24 of on page 182 of the Group Financial statements for reference to Share
capital and reserves.
8. Profit for the financial year
Genuit Group plc has not presented its own Income Statement as permitted by Section 408 of the
Companies Act 2006. The loss for the year dealt with in the financial statements of the Company
was £6.1m (2022: £6.6m loss for the year).
The only employees remunerated by the Company were the Directors of the Company.
Remuneration paid to the Directors is disclosed in Note 10 to the Group’s consolidated
financial statements.
Amounts paid to the Company’s auditor in respect of the audit of the financial statements
of the Company are disclosed in Note 7 to the Group’s consolidated financial statements.
Fees paid to the auditor for non-audit services to the Company itself are not disclosed in the
individual financial statements of the Company because the Group’s consolidated financial
statements are required to disclose such fees on a consolidated basis. These are disclosed
in Note 7 to the Group’s consolidated financial statements.
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Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Notes to the Company Financial Statements continued
9. Related party transactions
The following table provides the analysis of transactions that have been entered into with
related parties:
31 December 2023
31 December 2022
Recharges
from related
parties
£m
Amounts
owed to
related
parties
£m
Recharges
to
related
parties
£m
Amounts
owed to
related
parties
£m
Polypipe Limited
36.5
(121.5)
34.8
(85.0)
Loan
advanced
£m
Amounts
owed by
related
parties
£m
Loan
advanced
£m
Amounts
owed by
related
parties
£m
Pipe Holdings 1 plc:
Eurobonds
64.9
64.9
Preference shares
18.3
18.3
Other
0.9
0.9
Pipe Holdings 2 Limited
6.4
6.4
Pipe Holdings plc
99.4
99.4
189.9
189.9
Other related party transactions are disclosed in Note 28 to the Group’s consolidated
financial statements.
199
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Five-Year Summary
(Unaudited)
Underlying performance
1
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Revenue
586.5
622.2
594.3
398.6
447.6
Operating profit
Reported
62.0
53.4
67.1
30.4
67.6
Underlying
94.1
98.2
95.3
42.2
78.1
Operating margin
Reported
10.6%
8.6%
11.3%
7.6%
15.1%
Underlying
16.0%
15.8%
16.0%
10.6%
17.5%
Profit after tax
Reported
38.5
36.6
41.0
18.5
49.6
Underlying
62.6
76.5
75.1
29.4
58.9
Non underlying items
Reported
(32.1)
(45.5)
(28.2)
(11.9)
(10.7)
Tax
8.0
5.2
(5.9)
1.0
1.4
Non-underlying profit after tax
(24.1)
(40.3)
(34.1)
(10.9)
(9.3)
Basic EPS (pence)
Reported
15.5
14.7
16.7
8.5
24.9
Underlying
25.2
30.8
30.6
13.5
29.6
Diluted EPS (pence)
Reported
15.4
14.6
16.5
8.4
24.6
Underlying
25.1
30.5
30.2
13.3
29.2
Cash flow from operations
2
Reported cash generated from operations
109.7
93.9
84.4
61.5
89.4
Adjusted for:
Non-underlying cash items
14.2
9.6
6.9
2.3
1.4
Capital expenditure net of underlying disposal
proceeds
(33.8)
(40.9)
(34.1)
(24.5)
(21.4)
Lease payments
(7.6)
(6.2)
(5.1)
(4.0)
(3.5)
Underlying cash generated from operations
82.5
56.4
52.1
35.3
65.9
Underlying cash conversion (%)
87.7%
57.4%
54.6%
83.6%
84.3%
Leverage
3
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Net debt
Loans and borrowings
145.0
195.9
198.0
60.0
199.0
Unamortised Deal Costs
(2.1)
(2.8)
(0.6)
(1.1)
(1.3)
IFRS 16
23.4
23.1
20.6
12.9
14.8
Cash
(17.0)
(50.0)
(52.3)
(44.1)
(47.7)
Reported net debt
149.3
166.2
165.7
27.7
164.8
Underlying net debt (excluding effect of IFRS 16)
125.9
143.1
145.1
14.8
150.0
Pro-forma EBITDA
4
Underlying operating profit:
94.1
98.2
95.3
42.2
78.1
Adjusted for:
Depreciation of owned assets (underlying)
19.5
19.4
18.3
16.4
16.6
Amortisation (underlying)
0.8
0.2
0.1
Un-wind of discount on IFRS 16
(1.2)
(0.8)
(0.7)
(0.5)
(0.3)
Share based payments charge
2.1
2.9
2.5
1.6
1.2
115.3
119.9
115.5
59.7
95.6
EBITDA from acquisitions (full 12 months)
0.2
2.3
0.7
Pro-forma EBITDA
115.3
120.1
117.8
59.7
96.3
Leverage
1.1
1.2
1.2
0.2
1.6
Key Performance Indicators
5
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Return on Capital Employed (ROCE)
Underlying operating profit
94.1
98.2
95.3
42.2
78.1
Adjusted-for-acquisitions (full 12 months)
0.2
2.3
0.7
Underlying operating profit
94.1
98.4
97.6
42.2
78.8
Net assets
636.6
627.1
617.7
500.9
361.4
Add back:
Underlying net debt
125.9
143.2
145.1
14.8
150.0
Net tax
44.7
47.9
47.4
10.2
14.3
Net assets held-for-sale
(14.3)
(8.1)
792.9
810.1
810.2
525.9
525.7
Return on Capital Employed (ROCE)
11.9%
12.1%
12.0%
8.0%
15.0%
Alternative Performance Measures
1.
Underlying performance
Underlying profit and earnings measures exclude certain non-underlying items (which are detailed in Note 4) and, where
relevant, the tax effect of these items. The Directors consider that these measures provide a better and more consistent
indication of the Group’s underlying financial performance and more meaningful comparison with prior and future periods
to assess trends in the Group’s financial performance.
2. Underlying cash conversion
Underlying operating cash conversion is defined as cash generated from operations, adjusted for non-underlying cash items,
after movement in net working capital and capital expenditure net of underlying proceeds from disposals of property, plant
and equipment and leases divided by underlying operating profit.
3. Leverage
Leverage is defined as net debt divided by pro forma EBITDA (both are reconciled in Note 11). Net debt within the leverage
calculation is defined as loans and borrowings net of unamortised issue costs less cash and cash equivalents, excluding
the effects of IFRS 16.
4. Pro-forma EBITDA
Pro-forma EBITDA is defined as pre-IFRS 16 underlying operating profit before depreciation, amortisation and share-based
payment charges, for the 12 months preceding the balance sheet date, adjusted where relevant, to include a full year of EBITDA
from acquisitions made during those 12 months.
Key Performance Indicators
5. Return on Capital Employed
Return on capital employed is the ratio of underlying operating profit, adjusted for the full year benefit from acquisitions
during the year, where relevant, to net assets excluding loans and borrowings, cash and cash equivalents and taxation.
200
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Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Financial calendar
Preliminary Announcement of Results for the year
ended 31 December 2023
12 March 2024
Annual General Meeting
28 May 2024
Final dividend for the year ended 31 December 2023:
– Ex-dividend date
02 May 2024
– Record date
03 May 2024
– Payment date
05 June 2024
Half yearly results for the six months ending 30 June 2024
13 August 2024
Half yearly dividend for the six months ending 30 June 2024:
– Ex-dividend date
29 August 2024
– Record date
30 August 2024
– Payment date
02 October 2024
Shareholder
Information
201
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
201
Genuit Group plc
Annual Report & Accounts 2023
Registrar services
Our shareholder register is managed and administered
by Link Group.
Link Group should be able to help you with most questions
you have in relation to your holding in Genuit Group plc
shares.
Link Group can be contacted at:
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.linkgroup.eu
Shareholder helpline for information
relating to your shares call:
+44 (0) 371 664 0300
Website helpline for information on
using this website call:
+44 (0) 371 664 0391
Calls to 0371 are charged at the standard geographic rate
and will vary by provider. Calls outside the United Kingdom
are charged at the applicable international rate.
We are open between 09:00–17:30, Monday to Friday
excluding public holidays in England and Wales.
e-mail: enquiries@linkgroup.co.uk
In addition, Link offers a range of other services to
shareholders including a share dealing service and a share
portal to manage your holdings.
Share dealing service
A share dealing service is available to existing shareholders
to buy or sell the Company’s shares via Link Market Services.
Online and telephone dealing facilities provide an easy
to access and simple to use service.
For further information on this service, or to buy or sell
shares, please go to
www.linksharedeal.com
for online
dealing, call
+44 (0) 371 664 0445
for telephone dealing,
or email
info@linksharedeal.com
Please note that the Directors of the Company are not
seeking to encourage shareholders to either buy or sell
their shares. Shareholders in any doubt as to what action
to take are recommended to seek financial advice from
an independent financial adviser authorised by the
Financial Services and Markets Act 2000.
Electronic communications
The Company is committed to reducing its environmental
impact, and continually improving environmental
performance is an integral part of its strategy. We therefore
encourage shareholders to consider receiving their
communications from the Company electronically.
This will enable you to receive such communications more
quickly and securely, whilst supporting our sustainability
commitment by communicating in a more environmentally
friendly and cost-effective manner. Registration for
electronic communications is available via the shareholder
portal at
www.signalshares.com
or by contacting Link
Group as detailed above.
Dividends
As previously notified, the Company no longer pays
dividends by cheque, so it is important that shareholders
complete a dividend mandate, otherwise there will be a
delay in payment of dividends until such time as bank
account details are provided. To register your bank account
details, visit
www.signalshares.com
, or contact Link Group
as detailed above. Details of the historic dividend payments
made by the Company are set out below for information.
2023
2022
2021
2020
2019
Interim
4.1p
4.1p
4.0p
No dividend
(Covid)
4.0p
Final
8.3p
8.2p
8.2p
4.8p
Cancelled
(Covid)
Total
12.4p
12.3p
12.2p
4.8p
4.0p
Shareholder Information continued
202
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Principal Group businesses
UK
Polypipe Building Products
Broomhouse Lane
Edlington
Doncaster
South Yorkshire
DN12 1ES
Neale Road
Doncaster
South Yorkshire
DN2 4PG
Edlington Lane
Warmsworth
Doncaster
South Yorkshire
DN4 9LS
Polypipe Ulster
Dromore Road
Lurgan
Co. Armagh
BT66 7HL
Polypipe Civils and
Green Urbanisation
Charnwood Business Park
North Road
Loughborough
LE11 1LE
Holmes Way
Horncastle
LN9 6JW
Polypipe Building Services
New Hythe Business Park
College Road
Aylesford
Kent
ME20 7PJ
Nuaire
Western Industrial Estate
Caerphilly
CF83 1NA
Unit 5
Pantglas Industrial Estate
Bedwas
CF83 8DR
Manthorpe Building Products
Brittain Drive
Codnor Gate Business Park
Ripley
DE5 3ND
Alderburgh
Royle House
Unit 1
Cowm Top Business Park
Rochdale
OL11 2PU
Nu-Heat
Heathpark House
Devonshire Road
Heathpark Industrial Estate
Honiton
Devon
EX14 1SD
Adey Innovation
Unit 2
St Modwen Park
Haresfield
Stonehouse
Gloucestershire
GL10 3EZ
Plura Composites
Unit 5 Johnsons Estate
Tarran Way South
Tarran Way Industrial Estate
Moreton
Wirral
CH46 4TP
Polydeck
Unit 14
Burnett Industrial Estate
Cox’s Green
Wrington
Bristol
BS40 5QP
Keytec Installation Services
Unit 6
Plover Close
Interchange Park
Newport Pagnell
Milton Keynes
MK16 9PS
Mainland Europe
Polypipe Italia
Localita Pianmercato 5C-D-H
16044 Cicagna, Genova
Italy
Permavoid
Kattenburgerstraat 5
1018, JA
Amsterdam
The Netherlands
Middle East
Polypipe Middle East Water
Technology LLC
Arenco Tower
Office 908
Dubai Media City
Dubai
United Arab Emirates
Shareholder Information continued
203
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Shareholder Information continued
Company registration number
and registered office
06059130
4 Victoria Place
Holbeck
Leeds
LS11 5AE
Independent auditor
Ernst & Young LLP
1 Bridgewater Place
Water Lane
Leeds
LS11 5QR
Principal bankers
Lloyds
Sheffield
RBS
Leeds
NatWest
Leeds
Santander
Leeds
Citibank
London
Danske Bank
Belfast
Bank of Ireland
Manchester
Registrar and transfer office
Link Group
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate brokers
Deutsche Numis
Contact details and advisers
204
Genuit Group plc
Annual Report & Accounts 2023
Shareholder Information
Financial Statements
Remuneration
Strategic Report
Governance
Consultancy, design and production
www.luminous.co.uk
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Genuit Group plc
4 Victoria Place, Holbeck, Leeds, LS11 5AE
+44 (0) 1138 315315
www.genuitgroup.com
Genuit Group plc
4 Victoria Place, Holbeck, Leeds, LS11 5AE
+44 (0) 1138 315315
www.genuitgroup.com