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Together,
we create
sustainable living
Annual Report & Accounts 2024
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.
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.
Click or scan to see Genuit’s purpose brought life:
Contents
Strategic Report
1
Highlights
2
Genuit at a glance
4
Investment case
5
Chair’s Statement
9
Chief Executive Officer’s review
14
Business model
15
Strategy framework
16
Business Unit review
22
Key Performance Indicators
24
Chief Financial Officer’s Report
30
Sustainability
42
Task Force on Climate-Related
Financial Disclosures
54
Health, Safety and Environment
56
People and Culture
64
Engaging with our stakeholders
70
Section 172 statement
74
Non-Financial and sustainability statement
75
Principal Risks and Uncertainties
Governance
87
Governance at a glance
88
Chair’s introduction to Governance
90
Directors and Officers
92
Corporate Governance Report
106
Nomination Committee Report
111
Risk Committee Report
116
Audit Committee Report
123
Directors’ Report
126
Directors’ Responsibilities Statement
Remuneration
128
Letter from the Chair of the
Remuneration Committee
131
Remuneration at a glance
132
Remuneration Policy
142
Annual Report on Remuneration
Financial Statements
155
Independent Auditor’s Report
164
Group Income Statement
165
Group Statement of Comprehensive Income
166
Group Balance Sheet
167
Group Statement of Changes in Equity
168
Group Cash Flow Statement
169
Notes to the Group Financial Statements
197
Directors’ Responsibilities Statement
198
Company Balance Sheet
199
Company Statement of Changes in Equity
200
Company Cash Flow Statement
201
Notes to the Company Financial Statements
206
Five-year summary
Shareholder Information
207
Shareholder Information
Financial KPIs
Page 23
Non-financial KPIs
Page 22
Highlights
Financial highlights
Revenue £m
Underlying operating profit £m
£561.3m
£92.2m
2024
2022
2023
561.3
586.5
622.2
2024
2022
2023
92.2
94.1
98.2
Profit before tax £m
Underlying operating margin %
£46.3m
16.4%
2024
2022
2023
46.3
48.4
45.4
2024
2022
2023
16.4
16.0
15.8
Dividend per share
(
p
)
Underlying operating cash conversion %
12.5p
99.3%
2024
2022
2023
12.5
12.4
12.3
2024
2023
99.3
87.7
57.4
2022
Net debt £m
Cash generated from operations £m
£129.1m
£115.5m
2024
2022
2023
129.1
149.3
166.2
2024
2022
2023
115.5
109.7
93.9
Non-financial highlights
Carbon intensity
Scopes 1, 2 & 3: category 1 carbon
0.124tCO
2
e/t
-6.5%
2024
2022
2023
0.124
0.140
0.136
2024
2022
2023
-6.5
-33.0
9.6
Electricity sourced from renewable sources
The 5% Club
96.3%
18.5%
2024
2022
2023
96.3
90.7
91.0
2024
2022
2023
18.5
8.2
3.5
Use of recycled polymers
Vitality Index
52.0%
18.0%
2024
2022
2023
52.0
49.2
48.7
2024
2022
2023
18.0
21.5
24.7
1
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Genuit at a glance
Our purpose
... is delivered through our Sustainable
Solutions for Growth strategy ...
... and guided by our
Trademark Behaviours
Together,
we create
sustainable
living
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
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
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
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.
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.
Sustainability
We provide solutions which
address the need for the built
environment to adapt to climate
change. We are committed to
being 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.
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.
Learn more on
page 30
Learn more on
page 56
Learn more on
page 11
Learn more on
pages 16, 18 & 20
2
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Creating a clear pathway to deliver value
Climate
Management Solutions
Addressing the need
for clean, healthy air
and low-carbon heating
and cooling
Water
Management Solutions
Enabling 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
and assist construction
labour efficiency
Revenue breakdown
Revenue
Underlying
operating margin
£160.9m
8.5%
Revenue
Underlying
operating margin
£231.7m
23.5%
Revenue
Underlying
operating margin
£161.6m
14.9%
UK New Build
33.8%
UK Non-Housing
26.0%
UK RMI
29.2%
International
11.0%
CMS
£161.6m
SBS
£231.7m
WMS
£160.9m
Other
£7.0m
Revenue split by
market
2024
Revenue split by
Business Unit
2024
Learn more about Water
Management Solutions on page 18
Learn more about Sustainable
Building Solutions on page 20
Learn more about Climate
Management Solutions on page 16
3
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Investment case
Delivering compound earnings growth through sustainability-driven
growth markets, margin expansion and effective capital allocation.
1.
3.
2.
4.
5.
6.
Operating in built
environment sectors
with inherent
sustainability-linked
growth drivers
Operating in a sector with
high levels of sustainability-
driven growth
Helping customers to
mitigate climate change
and adapt to its effects
Changing regulation
(
e.g. UK 2025 Future Homes
Standard
)
driving demand
Clear pathway to improve
operating margin, through:
Business simplification
Genuit Business
System
(
GBS
)
driving
operational efficiency
Operating leverage
as volumes normalise
Driving improvement
in return on capital
Differentiated,
innovative,
low-carbon building
products and
solutions
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
Being the leader in the use
of recyclate among our
European peers
Complementing
organic growth with
value-creative acquisitions,
including overseas
Successful M&A track record,
reinforced by adoption and
implementation of
GBS approach
2-4%
through-cycle
outperformance
target
of the UK
construction market
c.20% share of a
£3bn
UK served
addressable market
66%
reduction
in scopes 1 & 2 emissions
intensity by 2025
Net-zero by 2050
Leading positions
across diverse
markets, with strong
brand recognition
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
of cash generation
Progressive dividend policy,
based on dividend cover
of 2.0x or greater over the
business cycle
Significant margin
expansion potential
Opportunity to
expand solution
offering through
strategic acquisitions
Highly cash-
generative business
model, with effective
capital allocation
>20%
operating margin
target
Over 90%
cash conversion
target
>15%
ROCE
target
4
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Generating value
for stakeholders
As we navigate through an era of
environmental challenges, our commitment
to creating sustainable living has never
been more important. Sustainability remains
at the heart of our Group strategy, ensuring
our products and services help the built
environment to mitigate and adapt to the
impacts of climate change.
Introduction
Sustainability continues to be at the centre of our Group
strategy, helping us to achieve our purpose of creating
sustainable living through our portfolio of products and services.
As a Group, we are directly impacted by geopolitical change
and policy affecting the construction industry, including
initiatives for housebuilding and changes in environmental
policy and legislation. Our Group is uniquely positioned to help
others address the key climate-related drivers within the built
environment. We have a range of leading brands, products
and solutions, built upon the extensive technical expertise
of our colleagues, with leading market positions in segments
that benefit from growth tailwinds.
The decisions taken during the year were influenced by societal,
environmental, commercial and political factors, while
considering the impact of key decisions on our material
stakeholders. We mitigate the risks associated with these factors
as outlined in our Principal Risks and Uncertainties section on
page 75. We continued to develop our product portfolio, centred
around providing the built environment with products and
services that manage and mitigate the consequences of
climate change by reducing embedded and operational
carbon. The sustainable solutions we offer enable us to navigate
the complex external environment effectively, positioning
ourselves for future success.
Our employees play a key role in creating innovative solutions
for our customers, and during the year, we prioritised the
learning and development of our colleagues across the Group.
I am proud that we achieved Gold Member status with The 5%
Club a year ahead of our 2025 target, with the number of
employees in Earn & Learn programmes as at 31 December
2024 at 18.5%, up from 8.2% in 2023.
Purchase of renewable
electricity
96.3%
Employees in Earn & Learn
programmes
18.5%
Kevin Boyd
Chair
Chair’s Statement
5
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Chair’s Statement continued
Our performance
is testament to the
dedication and
resilience of our
employees.”
Our strategy positions us to capitalise on market trends
Performance and results
At Genuit, we are embedding the principles and tools of lean
management across our businesses to create value and
minimise waste, improve margins and reduce working capital.
Our Genuit Business System is a key enabler for accessing
synergies. We continue to use it to standardise processes, share
best practice amongst our businesses and unlock synergies
from our existing portfolio.
We also continue to focus on inorganic as well as organic
growth, and are pleased to welcome new colleagues to the
Group through the acquisitions of Sky Garden and the Omnie &
Timoleon businesses in August.
During the year, the Group performed well, supported by the
diversity of the Group’s market segment exposure. The Group
continued to focus on business simplification and operational
efficiencies, and this proactive approach to cost management
and continued commercial progress resulted in full-year
underlying operating profit being in line with our expectations.
Group revenue was 4.3% lower than prior year at £561.3m
(
2023: £586.5m
)
. Underlying operating profit was £92.2m
(
2023: £94.1m
)
representing a margin of 16.4%
(
2023: 16.0%
)
.
Underlying basic earnings per share for the year was 24.6 pence
(
2023: 25.2 pence
)
. This robust performance, given market
headwinds, is down to the hard work and determination of all
of our colleagues around the Group, who have risen to, and
overcome, the challenges we have faced during the year.
You can read more about our 2024 financial performance in
our Chief Financial Officer’s report on page 24 and find further
detail on our strategic progress in our Chief Executive Officer’s
report on page 9.
A healthy business culture
Our performance during the year is testament to the dedication
and resilience of our employees, supported by our established
Trademark Behaviours, requiring employees to work together,
take ownership, and find a better way. These behaviours
continue to be embedded across the Group in all areas of our
businesses and are visible and measurable. We encourage
employees to acknowledge each other's successes regularly
and to highlight notable examples of our Trademark Behaviours
in action. These behaviours help guide our decision-making and
our engagement with stakeholders, and support us in working
together to achieve our purpose.
Solutions that aid resilience to
climate change
How Genuit is positioned:
Climate change means our summers
are becoming warmer, and extreme
rainfall and flooding is becoming more
severe and more frequent. Our range
of water management and green
urbanisation solutions seek to address
this in a holistic manner, providing
attenuation options that shield the
existing stormwater infrastructure,
whilst improving urban landscapes.
Solutions that help us adapt to
climate change
How Genuit is positioned:
Our range of ventilation and heating
products are increasingly being supplied
with cooling modules that cool our
homes with fresh, healthy air. Unlike
recirculating air conditioning, our
technology reduces the temperature
of incoming fresh air as needed, to make
indoor temperatures more comfortable.
The construction sector
faces a skills shortage
How Genuit is positioned:
Over 250,000 people have left UK
construction since the pandemic; both
here and overseas there is a need to
sustain construction in more efficient
ways. Added-value solutions such as
Polypipe Advantage complete more of
the project in a quality-controlled
efficient factory environment, improving
build speeds on site and reducing
reliance on scarce skills.
Customers want to mitigate
the impact of climate change
How Genuit is positioned:
Genuit was the first amongst its peers
to have validated science-based targets,
and the carbon content of our products
continues to be driven down by initiatives
such as our industry-leading use of
recycled polymers, our 96.3% sourcing
of renewable energy and the provision
of Environmental Product Declarations
(
EPDs
)
, which allow customers to make
informed carbon-based choices.
6
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
The Board monitors culture closely and engages frequently with
employees to understand how deeply it is embedded. More
details on some of the mechanisms used are included in our
People and Culture section on pages 56 to 63 and the
Governance Report on page 98. The Group believes that the
workplace we provide should be safe, and the teams within it
should be inclusive and reflect the local communities within
which we operate. We encourage open and meaningful
conversations about all aspects of diversity and inclusion,
encouraging our colleagues to bring their whole selves to work.
Our diversity strategy is focused on four pillars: Leadership,
Education, Policy & process, and Communication, and we have
worked hard in the year to continue to raise awareness of our
ambition, as reflected in the Group employee engagement
survey score of 7/10.
Health and safety
Health and safety remains our priority and was discussed
at each Board meeting held during the year, setting the
tone from the top in fostering a safe, positive and productive
working environment and a culture in line with our Trademark
Behaviours. During the year, we continued to invest in initiatives
and practices that improve the safety, health and the physical
and mental wellbeing of our employees.
Maintaining and improving standards requires constant
vigilance and part of this is identifying areas where we can do
better. The Genuit Blue HSE Audit programme was launched
in the first quarter of 2024, with 12 audits completed, and the
remaining two completed in Q1 2025. We look forward to
continuing to build on our achievements during 2024, striving to
set new standards in workplace wellbeing and safety. Further
detail about some of the activities in the year can be found in
our Health, Safety and Environment Report on pages 54 to 55.
Sustainability
Sustainability is a key driver of our strategy, and we continue
to hold ourselves accountable and work towards achieving
the stretching targets we set ourselves. Overall, sustainability
performance was strong during the year, with progress made
against most of our non-financial sustainability KPIs, as outlined
on page 22 of the Strategic Report. We published our first
Sustainability Report during the year and submitted our first
disclosure to the Carbon Disclosure Project
(
CDP
)
, climate
change questionnaire, scoring B overall. These additional
disclosures provide opportunities for engagement with key
stakeholders on our progress in this area.
In early 2024, we had our long-term net-zero targets approved
by the Science Based Targets initiative
(
SBTi
)
, which sets the
Group a target of reducing scopes 1, 2 & 3 emissions by 90% by
2050. We made strong progress on decarbonisation in terms of
our reduction in total carbon emissions across scopes 1, 2 & 3,
and we saw further reductions in our scopes 1 & 2 carbon
emissions intensity, in addition to increasing our purchase of
renewable electricity from 90.7% in 2023 to 96.3% in 2024.
We continue to lead the sector in our use of recycled polymers.
Headwinds such as product standards and the market position
in respect of recycled materials present short-term challenges.
Since setting our recyclate targets, there has been progress in
other ways of reducing carbon content, and we are proud that
we have sector leading recycled content usage, achieving our
best performance to date of c.52% during the year. We remain
committed to the principles of the circular economy and
prioritising reductions in embedded carbon alongside the use
of recycled materials. Sharing high-quality, verified data is key
to achieving reductions in embedded carbon by providing
customers with information to enable them to make
informed and climate-smart decisions. Therefore, during the
year, we significantly increased the availability of Environmental
Product Declarations
(
EPDs
)
across the Group, and this will
continue to be an area of focus for us in 2025.
Governance
Good corporate governance practices are the foundation
to ensuring the long-term success of the Group, ensuring
sustainable business practices, accountability, fairness and
transparency. More detail on our governance practices can be
found in our Governance and Committee Reports from pages
87 to 122. Whilst the Board’s composition was unchanged during
the year, we are pleased to welcome Lee Mellor, Managing
Director of the CMS Business Unit, and Edel Conway, Chief
People Officer to the Group as new members of our Executive
Management Team and Risk Committee, and we look forward
to working with Lee and Edel as we continue to position the
Group for future success and growth.
Growth by acquisition
During the year, we completed acquisitions
within our Water Management Solutions
(
WMS
)
and Climate Management Solutions
(
CMS
)
Business Units, as we welcomed Sky
Garden and Omnie & Timoleon.
Sky Garden joined WMS and extended
the Group's blue-green roof offering,
complementary to the Keytec and
Permavoid businesses. Omnie & Timoleon
specialise in underfloor heating
(
UFH
)
board
technologies along with UFH system design
and services, which provide synergies
with the existing Nu-Heat business in CMS,
and with Polypipe's offering in the Group's
Sustainable Building Solutions Business Unit.
Read more in our CMS and WMS Business
Unit reviews on pages 16 to 21
7
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Dividend
We are pleased to be able to provide a reliable return
to our shareholders, in accordance with our progressive
dividend policy.
A 2024 final dividend payment of 8.4 pence per share is,
therefore, recommended, subject to shareholder approval
at the Annual General Meeting. In addition to the 2024 interim
dividend payment of 4.1 pence per share, the total dividend
for the year is 12.5 pence per share, or approximately £31.1m.
Future outlook
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, in the long term and for the benefit of
our material stakeholders. We will continue to hold ourselves
accountable against our sustainability targets and raise the
bar for sustainability by promoting the creation 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.
I would like to take this opportunity to thank all my Board
colleagues, the Executive Management Team and our
employees across the Group for their dedication, loyalty and
hard work, which has underpinned our performance in 2024,
and which will support us as we continue to make progress
against our Sustainable Solutions for Growth strategy in 2025.
Kevin Boyd
Chair
11 March 2025
The Genuit Business
System in action
During the year, we held a kaizen event
within the sustainability team to pilot and
further develop our GBS Sustainability tool,
bringing together our strategic initiatives
of sustainability and GBS. The aim of the
kaizen was to promote and establish a
common vision and proactive participation
across all of our Business Units, aligned with
our sustainability strategy.
The pilot project was a great success
and helped improve understanding of
sustainability issues and how they relate
to Genuit. It also resulted in greater
visibility of sustainability targets and data
quality across sites, whilst showcasing the
effectiveness of cross-Group and external
stakeholder collaboration.
The Sustainability tool forms part of our
'GBS Lean Tool Kit', making sustainability-
related problem solving tangible and
actionable at site level, as well as being
underpinned by our Trademark Behaviours.
The tool fosters cross-functional
collaboration, enabling participants to
share diverse perspectives for building
sustainable solutions. It will help us to
embed our sustainability objectives
consistently and drive our purpose
of creating sustainable living.
Chair’s Statement continued
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Resilient performance
despite challenging
backdrop
Further margin improvement
and strong cash generation
Click or scan to
hear more from
Joe Vorih on Genuit’s
performance in 2024
Revenue
£561.3m
Down
4.3%
Market
headwinds
Underlying profit
margin
16.4%
Up
40bps
Improved
operational
gearing
Underlying operating
profit
£92.2m
Down
2.0%
Volume
reduction offset
by cost
reduction
Underlying cash
conversion
99.3%
Up
11.6pps
Focus on
working capital
Net debt
£102.9m
Reduced
19.6%
Leverage
reduced from
1.1x
(
December
2023
)
to 0.9x
Dividend per share
12.5p
Up
0.1p
Delivering
shareholder
returns
Joe Vorih
CEO
Chief Executive Officer’s Review
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While the short-term
outlook is unsettled,
there has never been
a better time to be
focused on creating
sustainable living.”
Chief Executive Officer’s Review continued
I am pleased with the progress we are making as a Group,
despite another challenging year for our sector. Continued
focus on our Sustainable Solutions for Growth strategy during
2024 has delivered a resilient performance, and I would like to
thank our Genuit Leadership Team and all of our c.3,200
colleagues for their continued hard work and dedication.
Our annual underlying profit margin improved from 16.0% to
16.4% despite a market-driven decline in revenues of 4.3%. This
performance is testament to our ongoing Group-wide
deployment of the Genuit Business System
(
GBS
)
, generating
lean productivity and efficiency savings, alongside measures
taken to gain market share.
Following business simplification in 2023, the Group is more
streamlined, agile and better placed to manage market
challenges, whilst also well-placed to deliver profitable
growth as volumes recover. The Genuit Business System will
enable us to continue driving margin expansion, with strong
operational gearing and at least 20% available capacity to
increase production.
Underlying operating cash conversion was also strong at 99.3%,
exceeding our 90% mid-term target, with net debt to underlying
pro-forma EBITDA falling to 0.9 times, enabling us to continue
investing in long-term growth.
In line with the Group’s progressive dividend policy, we are
pleased to be able to propose an increase in our full-year
dividend to 12.5p.
Our Customers: Ongoing market softness
2024 experienced reduced volumes across most segments,
and the timing of the eventual market recovery remains
uncertain. Construction industry challenges continued through
2024, with ongoing labour shortages, a construction workforce
some 250,000 below pre-Covid levels, and an ongoing high
rate of contractor insolvencies
(
particularly impacting our
commercially focused businesses
)
. Housing starts in the UK
decreased from 171,622 to 135,110, and housing transactions
of 1,093,410 remained at historically low levels, and contributed
to an RMI market 4.0% below prior year.
Despite this reduction in volume, there were signs of market
stabilisation in the second half, and competitive consolidation
has led to share-gain opportunities for the Group.
The Group is encouraged by the UK Government’s commitment
to significantly increase the levels of new housebuilding to
address the structural shortage of homes, alongside
improvements in the facilitation of infrastructure projects that
contribute to economic growth and to the decarbonisation of
the built environment. We believe that pressing ahead with this
regulatory framework is essential to reconcile the government’s
climate commitments with its desire to address the structural
housing shortage, as well as supporting construction as a
growth engine for the economy.
We are confident in our innovative labour-saving products and
value-add solutions, such as Polypipe Advantage, will help to
enable the higher levels of construction activity, needed, despite
labour shortages.
Well publicised floods in the UK, Europe and UAE caused by
prolonged, more frequent and intense rainfall, require the
upgrade of ageing infrastructure as well as a new more holistic
approach to water management. Our green urbanisation
strategy addresses both stormwater resilience along with
improving urban landscapes and increasing biodiversity.
The built environment accounts for over 40% of the UK’s
greenhouse gas
(
GHG
)
emissions, and the carbon output
of heating and cooling systems are the largest contributors.
Legislative drivers including the Future Homes Standard
continue to provide opportunities for growth for several of
our product ranges such as MVHR, and underfloor heating.
Evolving regulations are increasing the requirements for
insulation, and with that the need for better ventilation and
clean, healthy, indoor air. At the same time, in our existing
buildings, there is a pressing need for better ventilation to
solve damp and mould problems in social housing, schools,
and hospitals.
Genuit is focused on sustainability-driven growth; helping the
built environment respond to climate adaptation and mitigation
challenges. The economic and social imperative to increase
levels of construction and housebuilding in the UK continues
to be strong and our portfolio of low carbon, labour-saving,
and energy efficient solutions play an important role in
supporting sustainable growth.
Learn more in our Business Unit reviews from page 16
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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
Providing the lowest carbon choice for our
customers to maximise exposure to structural
growth drivers
Genuit Business System
Creating value through lean transformation and
operational excellence
People and Culture
Enabling growth through the capability,
expertise and development of our employees
Through continued focus on these commitments in 2024, we have
secured new revenue opportunities, expanded our solution
offering through acquisitions, reduced our overall carbon impact,
made strong progress in deploying the Genuit Business System,
and we have continued to invest in our people, including the
continuation of our Genuit Leadership Programme. All of which
has helped to strengthen our overall position going into 2025.
Learn more about our strategy framework on page 15
Growth
We remain focused on outperforming the broader construction
market by providing products and solutions to built environment
markets with sustainability-led growth drivers. These markets
benefit from a range of structural tailwinds, including the need
to adapt to and mitigate climate change, regulatory changes,
ongoing labour shortages and shifting customer preferences.
Despite the continued softness in the UK construction sector
in 2024 and the decline in volumes, we have secured new
revenue opportunities across all three Business Units,
including through the launch of new product lines bolstered
by strategic acquisitions.
We also remain focused on products that address current
commercial construction challenges. For example, we have
secured several projects with Modern Methods of Construction
(
MMC
)
manufacturers of pods and volumetric modules, which
are attractive low labour solutions at a time where skilled labour
is scarce.
In August 2024, we welcomed new colleagues from two
acquisitions, Sky Garden and Omnie & Timoleon, both of which
align with our M&A strategy.
Sky Garden was acquired for a cash consideration of £2.6m and
is a leader in green roof technologies, providing design, supply,
installation and maintenance services for green and bio-solar
roofs, podium decks and green walls. It complements
Permavoid’s geo-cellular roofing solutions business and
creates synergies with Keytec’s water management
installation business.
Omnie & Timoleon was acquired for a cash consideration of
£2.7m. It is a leader in underfloor heating
(
UFH
)
board
technologies and provides full UFH system design and supply
services. It extends the Group’s UFH offering within CMS and is
complementary to the existing Nu-Heat and Polypipe underfloor
heating solutions. Underfloor heating is expected to grow
significantly as its share of new-build homes increases under
the transition to the Future Homes Standard.
We are actively pursuing additional strategic acquisitions
that add to our organic growth potential and enhance
shareholder returns.
Sustainability
Expectations for technological advancement in the built
environment to solve the urgent challenges facing our
infrastructure, buildings, communities and planet have
never been greater.
Sustainability is at the heart of our business, and Genuit remains
focused on sustainability-driven growth; enabling the built
environment to respond to climate adaptation and mitigation
challenges, whilst staying committed to reducing our overall
impact on the environment, driving carbon from our business
and the supply chain.
During 2024, we published our first Genuit Group Sustainability
Report which enhanced our sustainability disclosures and
showcased our progress in improving our performance
across a wide range of sustainability topics.
We continue to lead the industry as the largest user of
recycled polymers, with over 52.0% of our total tonnage in
the year and we have held the Green Mark since 2019 with
70% green revenues.
In 2024, the Science Based Targets initiative
(
SBTi
)
verified
our long-term carbon reduction targets, which amongst
other commitments, will see us reduce our scopes 1, 2 & 3
GHG emissions by 90% by 2050 compared to 2021.
We have accelerated our adoption of Environmental Product
Declarations
(
EPDs
)
with the support of our GBS processes
and have bold targets for 2025 to increase our EPD coverage
across our businesses, to enable our customers to make
carbon-based choices.
Genuit is in an excellent position
to navigate the near-term
market headwinds, and will be
well-placed to benefit when the
market normalises.”
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Genuit Business System
The Genuit Business System
(
GBS
)
is enabling the Group
to streamline processes, share best practices and achieve
benefits of scale whilst unlocking the full potential of our
business for our people. GBS is at the core of our journey
to achieving our medium-term >20% operating margin
target through creating a culture of continuous operational
improvement and excellence – this is at the heart of our
value creation strategy.
The deployment of GBS has gained further momentum in 2024.
We have continued embedding GBS principles through kaizen
events, alongside educating and empowering our leaders to
drive GBS, through four leader orientation sessions held during
the year. We have seen productivity improvements, financial
savings and space savings from this lean transformation work
so far. A great example has been at Polypipe Building Services,
where the team used the GBS tool ‘SMED’
(
Single Minute
Exchange of Dies
)
on one of its injection moulding machines
and reduced changeover time by more than 80%, giving an
additional 10,000 hours of machine availability by reducing
changeover time from 4 hours to 46 minutes.
We completed over 20 kaizen events across all our businesses
in 2024 and now c.15% of Genuit employees have participated in
lean kaizen events or training, representing good progress but
with significant benefits still to realise. The positive momentum
and the energy from our teams is pleasing to see and we are
confident this will continue to help, empower and inspire our
people to make positive change.
People and Culture
Involving our people in the roll-out of GBS has complemented
our overall approach to creating an environment where people
have a voice and feel included.
In 2024, we ran our first Group-wide employee survey ‘Your
Voice’, an important new channel for employee listening where
we can all take direct action to learn from our people at all
levels. We had a solid level of participation and will move
to an annual survey cycle alongside more frequent pulse
engagement surveys to enable us to continually listen,
learn and act.
An 18-month culture programme culminated this year with the
well-received launch and roll-out of our Trademark Behaviours.
This has been a driver for increased collaboration across
businesses, and enabled our people to recognise how they,
and each other, contribute to our growth and deliver on our
purpose to create sustainable living.
We have continued strong investment into building careers
in 2024; over half of our Genuit Leadership Team
(
our top
leaders across the Group
)
have now participated in the
Genuit Leadership Programme and across our workforce,
we have seen over 100 internal promotions in 2024, 30%
of which were female.
I am proud of our achievement of Gold Member status of
The 5% Club, one year ahead of plan and with c.18% of our
colleagues in recognised Earn & Learn programmes across
several levels and disciplines. Our Early Careers Programme
continues to evolve with the launch of a Graduate Programme
in Q3 2024, and further intake planned for 2025. We also started
work with The 10,000 Interns Foundation to drive diversity through
our Early Careers activity.
We are continually working to create an environment where all
employees can be their authentic selves, and where they can
respectfully ask questions and learn from one another. As a
Strategic Partner of the Construction Inclusion Coalition
(
CIC
)
,
we are working to drive change and champion Diversity &
Inclusion
(
D&I
)
not only in our business, but across the broader
industry. Whilst we have more to do, we saw progress reflected
through our overall scores for inclusivity in the Your Voice survey,
and an increase in engagement in our dedicated D&I group
‘Our Genuit’ on Workplace.
We made strong progress on decarbonisation in terms
of our reduction in total carbon emissions across scopes
1, 2 & scope 3: category 1 Purchased goods and services.
Year-on-year we achieved a 10% reduction in scopes 1 &
2 carbon emissions. We also saw a significant reduction
in our carbon intensity between 2023 and 2024, with a
reduction of 54% since the base year of 2019. A major
driving force behind these improvements has been our
continued drive towards 100% renewable electricity and
between 2023 and 2024 we increased purchases of
renewable electricity by 5%, reaching 96% in 2024.
We also saw a 6% reduction in emissions from the raw
materials we buy; scope 3: category 1. When combined
with the reductions in scopes 1 & 2 emissions and our
use of renewable electricity we are delivering on our
ambition to be the lowest carbon supplier of choice.
Learn more about our climate targets on page 37
Our science-based
targets
Our targets
Progress
Reduce absolute scopes 1 & 2
GHG emissions 30% by 2027
31.9%
24.0%
Increase annual sourcing
of renewable electricity from
94% in 2021 to 100% by 2027
through 2030
96.3%
90.7%
83% of suppliers
(
by emissions
)
of purchased goods and
services will have science-
based targets by 2027
28.0%
32.0%
Chief Executive Officer’s Review continued
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Summary
This year we have made solid progress towards our
medium-term targets while advancing our Sustainable
Solutions for Growth strategy. We continued to create a more
lean, agile and streamlined business, and demonstrated
continual margins improvement.
With some signs of market stabilisation in the second half of
2024, the Group is well positioned for market recovery. With a
focus on mitigating the National Insurance and National
Minimum Wage increase through balanced price and cost
management, the Group continues to navigate the near-term
headwinds whilst making further strategic progress.
We are moving in the right direction, and the Group remains
confident in the medium-term growth prospects for the
business, given its exposure to structural growth drivers.
The Group delivered a resilient performance in 2024, continuing
to improve underlying operating margin despite ongoing
subdued market conditions.
The team at Genuit have remained dedicated and supportive
of the strategic goals and together we all create sustainable
living. The drive and the passion of all my colleagues has been
evident in 2024 and I thank them for all their hard work.
Joe Vorih
Chief Executive Officer
11 March 2025
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Business model
Our purpose
Together, we create sustainable living
To help our customers
Genuit Group helps professionals
create sustainable, engineered water
and climate management solutions
for the built environment.
How we create value
Our resources
Customers
With quality and innovative
products offering engineered
solutions that enable
a sustainable built
environment.
Providing support, value,
range, bespoke solutions and
market-leading brands.
Shareholders
Share price appreciation
and progressive
dividend. Responsible
and ethical investment.
Employees
Training and skills
development, commitment to
inclusion and diversity, direct
engagement and
empowerment, providing an
opportunity to make
a difference.
Suppliers
Long-standing relationships,
fair negotiation, certainty
on payment and reputation.
Local communities
and the environment
Working to enhance the built
environment whilst engaging
with local communities and
charities.
Creating stakeholder value
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
– Civil engineers
and contractors
– M&E consultants
People
Experts who are
knowledgeable about
our customers’
applications and are
empowered to act.
Expertise
Innovation, continuous
improvement and
unique intellectual
property 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, which is
consistent with our
strategic objectives.
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
M
M
E
R
C
I
A
L
S
T
R
A
T
E
G
Y
G
R
O
W
T
H
S
Y
S
T
E
M
S
Climate Management
Solutions
Addressing the need
for clean, healthy air
and low-carbon heating
and cooling
Sustainable Building
Solutions
Providing a range of solutions
to reduce the carbon content
of the built environment and
assist construction
labour efficiency
Water Management
Solutions
Enabling climate adaptation
and resilience through
integrated surface and
drainage solutions
14
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Strategy framework
Learn more on page 11
Learn more on page 30
Learn more on pages 16, 18 and 20
Learn more on page 56
Sustainable
Solutions
for Growth
strategy
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.
Growth
Our strategy is firmly based upon
climat
e-r
elated growth drivers. This involves
focusing on application areas such as
flood resilience, low-carbon heating, and
cooling our homes sustainably, as well as
working towards ensuring we are the
lowest carbon supplier of choice for our
customers. The two acquisitions completed
in 2024 enable us to extend our solution
offering in low-carbon heating, urban
greening and flood resilience.
The built environment contributes c.40%
of greenhouse gas
(
GHG
)
emissions.
Government and businesses are
committed to reducing this impact,
creating regulatory and societal structural
drivers for low carbon and climate-resilient
solutions. This is anticipated to create
tailwinds for the Group, supporting
above-market growth for the medium term.
Genuit Business System
The Genuit Business System
(
GBS
)
is how
we operate. It enables us to work in a more
efficient and productive way so that we
can fulfil our purpose, execute our strategy
and deliver value for customers and
stakeholders. Put simply, it is a systematic
approach to running the business, built on
lean principles.
Embedding the lean transformation of
the business and creating a culture of
continuous operational improvement
and excellence is at the heart of how we
create value. GBS will enable the Group
to standardise its processes, share best
practices and achieve benefits of scale,
and is at the core of our journey to
achieving our medium-term >20%
operating margin target.
People and Culture
We believe that our purpose and strategy
are best achieved through an engaged
workforce sharing a common culture,
committed to collaboration. We are
focusing on attracting the best talent,
unlocking the full potential of our people,
driving the right behaviours and
ultimately creating an engaged
and retained workforce.
We are committed to enhancing the
overall employee experience through
investment, driving our diversity and
inclusion strategy, and introducing new
ways to listen to, and learn from, our people.
This investment will provide significant
business benefit through the retention
of key talent, access to critical skills and
experience, lower colleague attrition rates,
and drive collaboration and continuous
improvement across our businesses.
Sustainability
Across the world, our built environment
has never been more important.
With increased urbanisation and
growing populations, society faces the
pressing task of ensuring our towns and
cities can grow and become fit for the
future, without exacerbating the impacts
of climate change or placing too much
strain on our nature and water systems.
With this, Genuit has a crucial role to play.
Our use of renewable 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. Not only are we focused on
providing solutions to help mitigate and
adapt to the effects of climate change,
we remain committed to being the lowest
carbon supplier of choice to our customers.
Our purpose is that
‘Together, we create
sustainable living’
. This means we empower
our customers to create a sustainable built
environment, providing the solutions they need
to future-proof places that support thriving
communities and growing economies. If we
succeed, together, we can transform the
relationship between the built environment,
society and the planet.
15
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Genuit Group plc
Annual Report & Accounts 2024
Business Unit review
Climate Management
Solutions
The Climate Management Solutions
(
CMS
)
Business Unit
is focused on addressing the need for clean, healthy
air and low-carbon heating and cooling. The built
environment accounts for approximately 40% of the UK
greenhouse gas
(
GHG
)
emissions, and the operational
carbon of heating and cooling systems are the largest
contributors. Evolving regulations are increasing the
requirements for insulation and with that, the need for
better ventilation and cleaner air. In addition, lower
carbon and more efficient heating systems are needed.
Our mission is to offer solutions which meet these needs
across residential and commercial settings.
Key activities in 2024
A key highlight of 2024 was the acquisition of Omnie & Timoleon,
reinforcing the Genuit Group as a market leader in underfloor
heating
(
UFH
)
. We see great opportunities in both residential
new build and RMI markets as part of the transition to more
efficient heating systems for homes which operate with a lower
carbon footprint. With a portfolio of brands and offerings, we are
looking to support our customers in the transition to underfloor
heating, providing training to installers, design services and
expert advice and the ability to provide a full solution.
We have seen rising demand for ventilation products in the
residential sector, in particular driven by the need to improve
social housing. Sales of Mechanical Ventilation Heat Recovery
(
MVHR
)
have also been strong and we anticipate increasing
demand in new housebuilding over the coming periods.
We have also seen a rise in sales of MVHR systems with
incremental cooling, which help address the problem
of over-heating in the summer.
Winning with the Genuit Business System
(
GBS
)
We have continued to embed the GBS toolkit across CMS and
have seen improvements to productivity and the efficiency of
operations, improving the daily work of our people and offering
increased value to our customers through better product
availability and service. Adey has continued to improve
operational efficiency in 2024 using GBS and has worked on
embedding visual management, workplace organisation and
a 'go and see' approach. Creating daily habits across the
organisation enables teams to work together and make
continuous improvements.
At our Nuaire ventilation business, with an expected increase
in demand for our XBC commercial ventilation product, we held
a kaizen on increasing production capacity whilst maintaining
quality and customer lead times. By implementing standard
work, workplace organisation and daily visual management, it
has benefitted the team through easier and more efficient
working processes. The result is a 30% improvement in efficiency
output, a 75% reduction in sub-assembly defects, and a
reduced lead time of 10 days for our highest-volume products.
A focus on sustainability
Whilst many of our solutions in CMS enable lower operational
carbon of the places in which we live, work and play, we are also
working on reducing the embedded carbon of our offerings.
At Nuaire we have reviewed our raw material supply chain and
have made a switch to lower embedded carbon materials
which in 2024, led to a saving of almost 2,000 tonnes of scope 3
embedded carbon.
At Adey, new sustainably-sourced brown boxes use 30% less
cardboard than the previous design. They are also printed with
earth inks and on Forest Stewardship Council
(
FSC
)
card, which
is much better for the environment. The new boxes will reduce
the amount of cardboard by 72 tonnes per year.
Shining a spotlight on our people
This year has seen us focus on rolling out the Trademark
Behaviours across CMS to enable greater collaboration and
innovation.
With the acquisition of Omnie & Timoleon, our team in Nu-Heat
worked closely with Omnie to combine our UK offices and start
finding better ways to work together for their customers, as part
of the integration plan. At Nuaire, we sponsored Pride Caerffili
and we also celebrated the achievements of our teams across
the businesses, having been both finalists and winners of a
number of awards. Highlights include Nuaire being selected as
a finalist in the BESA Industry Awards for Equality, Diversity and
Inclusion, and being highly commended at the HVR Awards for
Domestic Ventilation Product of the Year for Hybrid Cooling.
Nu-Heat also won Underfloor Heating Innovation of the Year at
the Build It Awards; testament to the value of working together
and finding a better way for our customers.
Outlook for 2025
Legislative drivers, including the Future Homes Standard,
continue to provide opportunities for growth across the
CMS solution offerings.
Pent-up demand in the residential existing homes market
offers the potential for a recovery in housing sales and
subsequent RMI growth.
The trend towards better ventilation to solve damp and
mould problems in social housing and to deliver cleaner,
healthier air in schools, hospitals and commercial buildings
is set to continue.
We are encouraged by the UK Government’s focus on growth
and, specifically, their aim to build 1.5 million homes and
reform the planning framework.
CMS is well placed for growth, with sufficient capacity to
meet potential demand.
Revenue £m
£161.6m
2024
161.6
165.9
158.6
2023
2022
Underlying operating profit £m
£24.0m
2024
24.0
22.7
25.2
2023
2022
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16
Omnie
We have gained
manufacturing capabilities
in structural board underfloor
heating, providing
cost-saving efficiencies and
more product offerings to
residential and commercial
customers.
Launch of MagnaClean
AtomSC
Gaining 'Voice of Customer'
feedback from the Dodd
Group, Adey developed a
compact magnetic filter so
that installers could fit a small
filter immediately under, or
in a tight space alongside,
the boiler.
Nuaire XBC
Heat recovery units are supply and
extract systems delivering filtered fresh
air into a building whilst extracting stale,
stagnant air from the interior. Each unit
has a heat recovery element, transferring
the heat that would otherwise be lost into
the incoming air flow. The XBC units
feature an innovative arrangement,
allowing the position of extract/intake
ducts to be flipped to either the left or
right side during installation stage.
This means that unit air-path handling
is flexible, giving more options at
the design stage and making
installation simpler.
Brands
I’m excited to have joined Genuit
Group and look forward to the
opportunity to work with the CMS
team on delivering solutions that
help create sustainable living."
Lee Mellor,
Managing Director,
CMS Business Unit
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Genuit Group plc
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Business Unit review
Water Management
Solutions
The Water Management Solutions
(
WMS
)
Business Unit is
focused on upgrading the stormwater and wastewater
infrastructure to adapt to the increasingly challenging
impacts of climate change. As the climate warms, the
air is capable of holding more water and this creates
more frequent bouts of extreme rainfall. Often, ageing
infrastructure is not designed for this volume of water.
In parallel with this problem, the so-called concretisation
of our urban areas is accelerating surface water runoff
rates. Our green urbanisation strategy addresses
stormwater resilience, along with urban greening
and biodiversity net gain.
Key activities in 2024
A highlight of 2024 for the WMS green urbanisation strategy
was the acquisition of Sky Garden, a leader in green roof
technologies providing design, supply, installation and
maintenance services for green roofs, podium decks and green
walls. This acquisition bolsters our offering in blue-green roofs
and creates the potential for vertically integrated solutions with
our Permavoid business, which designs water capture, retention
and irrigation solutions.
In the UAE, we saw strong demand for both Polystorm and
Permavoid stormwater tanks, assisting in flood mitigation across
the region.
In the UK, we continued to support clients and contractors to
deliver enhanced urban-greening, as well as stormwater
resilience. Our Polypipe and Permavoid solutions helped deliver
stormwater management and urban-greening across a series
of paths, cycleways and an elevated two-acre park located
above Stockport Interchange's new bus station.
Whilst market conditions have remained subdued in 2024,
eventual market recovery and growth is anticipated as a result
of numerous factors. There is an increasing need for stormwater
attenuation and urban-greening solutions and the planned
recovery of the UK housebuilding and construction sectors,
which is a stated goal of the UK Government. Forthcoming
spending under the Asset Management Programme 8
(
AMP8
)
regulatory cycle will also focus investment on stormwater
capacity, and the need to avoid sewerage discharge into the UK
water environment.
Winning with the Genuit Business System
(
GBS
)
In 2024, we have continued to make investments to position
WMS for future growth. As well as capital investment, we have
created operational efficiency improvements through the
deployment of the GBS.
As an example, at our Horncastle site, we have re-organised
heavy goods vehicle
(
HGV
)
parking to drive efficiency and
health and safety through centralised loading. The one-way
system and segregation of HGVs and fork-lift trucks from
pedestrians has led to an increase in loading capacity, resulting
in improvements in serving our customers.
During the year, we exited two manufacturing sites
consolidating operations into strategic sites, with no loss of
capacity. These underpin previously reported annualised
savings, providing further operational efficiencies.
A focus on sustainability
Within Polypipe Civils & Green Urbanisation, we have completed
11 projects to further increase the proportion of recyclate
polymers being used, beyond the 76.5% achieved in 2023. We
are also working to support our customers' environmental
obligations and have c.65% coverage by revenue of products
with Environmental Product Declarations
(
EPDs
)
.
We have gained PAS2080 carbon management certification,
supporting the infrastructure sector in its carbon reduction
programme, and have recently completed a pilot to move 45
fork-lift trucks from diesel to electric.
Shining a spotlight on our people
During 2024, WMS colleagues invested time in supporting
their local communities, demonstrating how our Trademark
Behaviours extend beyond the business and across our
stakeholders. We worked together with local schools on
fundraising litter picks which funded educational school trips,
during Great British Spring Clean week we volunteered our time to
collecting litter in local areas, towns, woodland and beaches, and
we continued to mark the annual Maddie Rose Day with multiple
fundraising activities. We also organised the first WMS Business
Unit conference, bringing the businesses together to collaborate,
share best practice and identify synergy opportunities.
Outlook for 2025
The continued impact of climate change on both stormwater
resilience and urban-greening is likely to increase interest
in solutions to build resilience in urban areas in the UK
and internationally.
The water utility sector is preparing for the AMP8 spending
cycle and we are engaged at a strategic level to help deliver
solutions for stormwater management that offer the
potential for significant growth in 2026 and beyond.
WMS has a strong pipeline of GBS projects to improve the
efficiency and productivity of its businesses.
The Irish construction and housebuilding market remains
one of the most buoyant in Europe. Through our operations
in Ulster, WMS has strong ambitions to grow market share
across a range of products.
WMS is well placed for recovery in civil infrastructure and
development projects, as well as growth in green urbanisation,
with sufficient capacity to meet potential demand.
Revenue £m
£160.9m
2024
160.9
170.4
172.4
2023
2022
Underlying operating profit £m
£13.6m
2024
13.6
17.7
14.1
2023
2022
18
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Brands
Permavoid
Sports pitches occupy a significant
surface area in cities across the world
and not only provide social amenities,
but also help cool our cities. This year we
added Heracles Almelo Asito to the list
of sports pitches featuring Permavoid.
This Dutch football club transitioned to
natural turf. The Permavoid layer under
the entire playing field ensures optimal
drainage serving as a water buffer with
the capacity to store more than 600,000
litres of water, increasing its stormwater
resilience. Through the use of capillary
cones, the system provides grass with
the water it needs in a natural way.
Launch of Keytec Installation
Services
During 2024, we merged the
Keytec and Alderburgh
businesses and re-launched
them as Keytec Installation
Services. The team install
stormwater attenuation tanks
across the UK, and have now
added blue-green roofs and
Polydeck bridges and walkways
to their capabilities.
This acquisition marks an exciting
new chapter for Sky Garden,
bringing enhanced capabilities and
synergy opportunities to expand our
products and services to the urban
greening sector."
Philip Weatherley-Hastings,
Managing Director, Sky Garden
Sky Garden Bio-solar system
Bio-solar systems combine
green roof and solar
photovoltaics
(
PV
)
panels.
Customers who install these
systems benefit not only from
enhanced biodiversity and
water management, but also
the greenery of the roof, which
cools the ambient air, boosting
the efficiency of the solar panels.
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Business Unit review
Sustainable
Building Solutions
The Sustainable Building Solutions
(
SBS
)
Business Unit
provides its customers with a range of market-leading
products in plumbing and water supply, drainage and
other building accessories. These solutions are designed
with efficient installation in mind, serving leading builders'
merchants, residential housebuilders and commercial
contractors. This Business Unit continues to play a key part
in our proposition to be the lowest carbon supplier of
choice and has made further progress in reducing carbon
in its products through both the use of recyclate and
reducing mass.
Key activities in 2024
In 2024, there continued to be subdued market conditions
related to new build residential developments. Despite a
slowdown in volumes, the Business Unit was successful at
winning new customers, increasing share of wallet with
existing customers, driving operational efficiencies through
deployment of the Genuit Business System and managing
costs, resulting in a year-on-year improvement in margin.
Another continuing trend is the significant skills shortages
faced by the construction industry. This has led to an
increase in demand for solutions like Polypipe Advantage,
where prefabricated drainage stacks are designed and
manufactured bespoke to the project, enabling faster
and more efficient installation. Off-site fabrication is seen
as a growth opportunity in the coming years.
Winning with the Genuit Business System
(
GBS
)
This year, SBS has made good progress in deploying GBS to
deliver operational efficiencies and unlock growth potential.
The roll-out of GBS has continued in our operations, where we
held multiple kaizen workshops to drive productivity and
efficiency initiatives. As an example, at our Aylesford site, we held
a kaizen to review our injection moulding machines, where a
team of 15 people across the business worked together to
reduce our tool changeover time from 4 hours to 46 minutes,
leading to a significant capacity increase. We also held a kaizen
on our prefabricated drainage stacks manufacturing process,
enabling us to increase our capacity with an improved workflow.
In addition, the roll-out of Genvue, our Salesforce Customer
Relationship Management
(
CRM
)
system, has led to an
improvement in sales efficiencies using data analytics to
accelerate decision making. The implementation of Sales
Funnel Management and Voice of Customer, from the GBS
toolkit, enabled the team to identify and win in new markets
and with new customers.
A focus on sustainability
We continue to drive down the carbon impact of both our
products and operations, in our efforts of being the lowest
carbon supplier of choice. During the year, we invested in
injection moulding machines that are 25% more efficient,
manufactured our Terrain PVC range with up to 65% recycled
content, and replaced the packaging on our PolyPlumb
Enhanced range to one that has 50% recycled content.
This year we conducted a trial between Polypipe Building
Products and national merchant, Wolseley UK, to collect, sort
and recycle plastic waste, potentially preventing that plastic
from going to landfill. This project gained recognition at the
Builders' Merchant News awards by winning Sustainable/
Environmental Initiative of the Year.
Shining a spotlight on our people
This year, we placed focus on our Trademark Behaviours
across SBS, to enable greater collaboration and innovation.
We worked together across sites to share learnings on
operational efficiencies for recycled PVC, accelerating our
progress in increasing the use of recycled content across
our products. Employees also took on the National Three Peaks
Challenge, raising money for Yorkshire Air Ambulance.
We are finding better ways to solve customer problems by
increased customer visits and roundtables, and we continue
to play our role in upskilling the industry by conducting training
at local schools and colleges, as well as investing in our own
apprenticeships and graduate schemes.
Outlook for 2025
Labour shortages continue to be a significant challenge
for the construction industry, and we anticipate continued
demand for our solutions to help mitigate this issue.
We are encouraged by the UK Government’s focus on
growth and, specifically, their aim to build 1.5 million homes
and reform the planning framework.
We are engaging with housebuilders in preparation for the
implementation of the Future Homes Standard. Polypipe
underfloor heating solutions are a key enabler for this and
also a component of a broader solution offering from the
Genuit Group as a whole.
SBS is well-placed for recovery in new housebuilding,
RMI and commercial markets, with sufficient capacity
to meet potential demand.
Revenue £m
£231.7m
2024
231.7
242.8
282.5
2023
2022
Underlying operating profit £m
£54.4m
2024
54.4
53.1
59.3
2023
2022
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20
Brands
Expanded MecFlow range
We have expanded our
solutions in commercial water
supply providing riser to
tap solutions developed to
meet the tough standards
demanded by commercial
construction projects.
Bat Ridge Roost
Launched in 2024, the Bat Ridge Roost
provides a habitable roost space for bat
species found in the UK. The roosting
product is pre-assembled for ease
of installation, offering a secure,
self-contained and thermally stable
environment for bats where so many of
these important spaces have been lost.
This is just one of the ways we are
showing our commitment to biodiversity,
wildlife conservation and sustainability.
The roll-out of Genvue and the
GBS strategic framework has
given the team clarity, rigour and
accountability, enabling us to win
new customers in new markets.”
Tony Brayford,
Commercial Director, SBS
Added Value Solutions
We have continued to gain
momentum by working with
modern methods of
construction providers,
looking at where we can add
value through our service and
solution offerings.
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21
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.
Growth
Sustainability
Genuit Business System
People and Culture
Non-Financial KPIs
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Use of recycled polymers
%
52.0%
2022
48.7
49.2
52.0
2023
2024
The proportion of the Group’s
overall polymer consumption
fulfilled by recycled materials.
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 polymers
increased to 52.0% of our
total tonnage consumption.
Accident frequency
per 100,000 hours worked
4.61
2022
5.20
4.93
4.61
2023
2024
The number of reported
accidents as a proportion of the
number of production hours
across the whole Group.
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, 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
%
18.5%
2022
2023
2024
3.5
8.2
18.5
The proportion of our UK
colleagues actively participating
in The 5% Club recognised Earn &
Learn programmes such as
apprenticeships, graduate trainee
and student sponsorships.
Importance to Genuit
Developing and investing in our
colleagues drives revenue growth,
operational efficiency and profitability,
whilst facilitating employee retention
and enhancing workforce morale.
Commentary
We achieved Gold Member
status during 2024 with 18.5%
of our colleagues in qualifying
Earn & Learn schemes.
Carbon intensity
Intensity ratio
0.124tCO
2
e/t
2022
2023
2024
0.136
0.140
0.124
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
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
decreased by 11.4% as we continue to
be 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 54.4%.
22
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Financial KPIs
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Link to strategic objectives
Revenue growth
%
-4.3%
2023
2022
2024
5.0
4.7
-5.7
-7.4
-4.3
-3.8
The annual percentage
growth in both Group and UK
(
by destination
)
revenue.
Importance to Genuit
Our strategy is to ensure that
investment in our people and
operations drives revenue growth
which outperforms the construction
market, thus enhancing our market
leadership position.
Commentary
Group revenue decreased 4.3%
against 2023 due to overall volume
reduction. UK revenue decreased by
3.8%. The market showed some signs
of stabilisation in the second half
of 2024.
Underlying operating cash
conversion
%
99.3%
2022
2023
2024
57.4
87.7
99.3
Underlying operating cash flow
(
after payments for capital
expenditure excluding
non-underlying proceeds of sale
and lease liabilities
)
divided by
underlying operating profit
Importance to Genuit
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 11.6 percentage points
achieved through focus on
working capital improvements.
Return on capital employed
%
11.6%
2022
2023
2024
12.1
11.9
11.6
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.
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 was
slightly behind 2023 due to assets
being consolidated that were
held-for-sale in the prior year.
Underlying operating margin
%
16.4%
2022
2023
2024
15.8
16.0
16.4
Underlying operating profit
as a percentage of revenue.
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
was 16.4% driven by productivity gains
through the Genuit Business System
and purchasing savings delivered
in the year.
Underlying diluted EPS
pence per share
24.3p
2022
2023
2024
30.5
25.1
24.3
Underlying diluted
earnings per share.
Importance to Genuit
Provides the Company’s investors,
in particular, with a consistent
indication of the Group’s underlying
financial performance.
Commentary
Underlying diluted earnings per share
decreased by 3.2% due to a lower
reported operating profit and
a higher effective tax rate.
Group
UK
23
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Tim Pullen
Chief Financial Officer
A resilient
performance
in 2024
The Group delivered a resilient performance
in 2024, continuing to improve underlying
operating margin despite ongoing subdued
market conditions.
Revenue and Profitability
Group revenue for the year ended 31 December 2024 was
£561.3m
(
2023: £586.5m
)
, which was lower by 4.3% year-on-year,
primarily due to an overall volume reduction of 4.1% year-on-
year. On a like-for-like basis, excluding the impact of
acquisitions, revenue was 5.3% lower than prior year. Market
volumes remained subdued due to ongoing weakness in new
build, RMI and commercial markets and lower business and
consumer confidence surrounding the UK Government Budget
in October. UK revenue declined 3.8% and international revenue
decreased by 8.0%, representing 11.0% of revenue in the year
(
2023: 11.5%
)
. Second-half revenue increased 2.5% year-on-year
following a 10.6% decline in the first half, reflecting a stabilisation
of market conditions.
Underlying operating profit was £92.2m
(
2023: £94.1m
)
, a
decrease of 2.0%, primarily due to the reduction in volumes.
However, the Group increased underlying operating margin by
40 basis points to 16.4%
(
2023: 16.0%
)
, demonstrating progress
towards medium-term margin targets despite the prevailing
market softness. The primary contributors to the increase in
margin were procurement savings generated by improved
centralised buying, and productivity improvements generated
by Genuit Business System improvement projects.
Profit before tax was £46.3m
(
2023: £48.4m
)
, a decrease of 4.3%.
The Group continued to invest in product development and
innovation throughout the year. In 2024, operating profit
benefited from £1.5m of HMRC approved Research and
Development expenditure credit
(
2023: £1.5m
)
.
Underlying profit after tax was lower than the prior year at £61.1m
(
2023: £62.6m
)
. Underlying basic earnings per share was 24.6
pence
(
2023: 25.2 pence
)
.
Including non-underlying items, profit after tax was £33.5m
(
2023: £38.5m
)
, and basic earnings per share was 13.5 pence
(
2023: 15.5 pence
)
.
Revenue and operating margin
2024
£m
2023
£m
Change
%
Revenue
561.3
586.5
(
4.3
)
Underlying operating profit
92.2
94.1
(
2.0
)
Underlying operating margin
16.4%
16.0%
40bps
Revenue by geographic destination
2024
£m
2023
£m
Change
%
UK
499.3
519.1
(
3.8
)
Rest of Europe
32.9
33.4
(
1.5
)
Rest of World
29.1
34.0
(
14.4
)
Group
561.3
586.5
(
4.3
)
24
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Climate Management Solutions
The Climate Management Solutions
(
CMS
)
Business Unit is
focused on addressing the need for clean healthy air and low
carbon heating and cooling.
Revenue of £161.6m
(
2023: £165.9m
)
in CMS decreased by 2.6%
versus 2023
(
4.1% on a like-for-like basis
)
. The year finished
strongly for Adey and Nuaire residential sectors, however, not
offsetting the headwinds within the residential boiler market
and commercial ventilation sector. The Business Unit remained
flat,
(
0.8%
)
like-for-like, in the second half of the year reflecting
the stabilisation of market conditions.
CMS reported an underlying operating margin of 14.9% in 2024,
120 basis points higher than 2023, resulting from productivity
improvements through the deployment of the Genuit Business
System. Integration of the Omnie & Timoleon underfloor
heating business
(
acquired August 2024
)
is proceeding well
with a focus on go-to-market strategy and operational
synergies The Business Unit remains well placed to capitalise
on regulatory and structural drivers related to renewable
heating, energy efficiency and cleaner, healthier air.
Water Management Solutions
The Water Management Solutions
(
WMS
)
Business Unit is
enabling the upgrade of the stormwater and wastewater
infrastructure to adapt to the increasingly challenging impacts
of climate change.
Revenue of £160.9m
(
2023: £170.4m
)
in WMS decreased by 5.6%
versus 2023
(
7.5% on a like-for-like basis
)
. Revenue was
adversely affected by project delays, including the impact
of prolonged wet weather and low business confidence.
Business Review
Revenue
2024
£m
2023
£m
Change
%
LFL Change
%
Climate Management Solutions
161.6
165.9
(
2.6
)
(
4.1
)
Water Management Solutions
160.9
170.4
(
5.6
)
(
7.5
)
Sustainable Building Solutions
231.7
242.8
(
4.6
)
(
4.6
)
554.2
579.1
(
4.3
)
(
5.3
)
Other*
7.1
7.4
(
4.1
)
(
4.1
)
Total Group
561.3
586.5
(
4.3
)
(
5.3)
*
Relates to sites which are not reported as part of the Group’s Strategic Business Units.
Underlying operating profit
2024
£m
ROS
%*
2023
£m
ROS
%*
Change
bps
Climate Management Solutions
24.0
14.9
22.7
13.7
120
Water Management Solutions
13.6
8.5
17.7
10.4
(
190
)
Sustainable Building Solutions
54.4
23.5
53.1
21.9
160
92.0
16.6
93.5
16.1
50
Other**
0.2
2.8
0.6
8.1
(
530
)
Total Group
92.2
16.4
94.1
16.0
40
*
Return on sales (ROS) is equivalent to underlying operating margin (underlying operating profit/revenue).
** Relates to sites which are not reported as part of the Group’s Strategic Business Units.
WMS reported an underlying operating margin of 8.5% during
the year, representing a 190-basis points decline versus prior
year, impacted by lower volumes. Management are
accelerating a strong pipeline of GBS projects to improve
efficiency and profitability in 2025. Integration of the acquired
Sky Garden business is proceeding well, with focus a on growth
and improving profitability through vertical solution selling and
increasing scale.
The WMS medium-term growth strategy is underpinned by
focused commercial activity and product solutions, and the
Business Unit expects to benefit from changes in water
management, biodiversity legislation, more effective rainwater
collection and reuse, and attenuation of flooding and storm
runoff which is now more prevalent than ever.
Sustainable Building Solutions
The Sustainable Building Solutions
(
SBS
)
Business Unit provides
its customers with a range of market-leading products in
plumbing and water supply, drainage and other building
accessories which reduce labour requirements to help address
shortages and reduce the carbon footprint of the built
environment.
Trading in SBS was resilient in 2024 with revenue of £231.7m
(
2023: £242.8m
)
, 4.6% lower than prior year in line with subdued
market volumes.
Despite volume challenges, underlying operating profit margin
improved by 160 basis points, driven primarily by effective cost
management, including purchasing savings from aggregated
buying and the impact of GBS projects on productivity
and efficiency.
The Business Unit is well placed to capitalise on structural trends
in the industry over the medium term, including the transitions
to labour-efficient solutions, use of off-site pre-fabrication and
modular building, reductions in carbon intensity and adherence
to legislation such as the Future Homes Standard.
25
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Acquisitions
Sky Garden
On 5 August 2024, the Group acquired 100% of the voting rights and shares in Sky Garden Limited
for cash consideration of £2.6m, which included an amount for net cash and working capital
commitments on completion. Sky Garden is a leader in green-roof technologies providing design,
supply, installation and maintenance services for green and bio-solar roofs, podium decks and
green walls.
No material intangible assets were identified. The goodwill arising on the acquisition primarily
represented the assembled workforce, technical expertise, synergies with companies offering
both supply and install services and market share in markets Genuit currently does not operate
in from the acquisition. The goodwill is allocated entirely to the Infrastructure & Landscape CGU.
Sky Garden contributed £3.3m of revenue and £0.1m loss of EBITDA to the reported results of the
Group over five months of trading.
Omnie & Timoleon
On 6 August 2024, the Group acquired the trade and assets of Ridgespear Group, including the
Omnie & Timoleon brands and its Polish subsidiary Timoleon Sp.z o.o for cash consideration of
£2.7m. Omnie & Timoleon are leaders in underfloor heating
(
UFH
)
board technologies and
providers of full UFH system design and supply services. Integration of the acquired operations
into the Group’s Nu-Heat UFH business is underway.
No material intangible assets were identified. The goodwill arising on the acquisition primarily
represented the assembled workforce, technical expertise and synergies with Group companies
offering underfloor heating solutions. The goodwill has been allocated to the Nu-Heat CGU.
Omnie & Timoleon contributed £2.5m of revenue and £0.6m loss of EBITDA to the reported results
of the Group over five months of trading.
Non-underlying items
Non-underlying items marginally increased to £33.0m
(
2023: £32.1m
)
before tax. These included
non-cash amortisation of £14.4m
(
2023: £14.8m
)
and non-cash impairment charges of £12.4m
(
2023: £2.5m
)
reported in H1 financials, in respect of the Adey business which has encountered
prolonged delays to recovery in market conditions. In addition, the Group incurred one off costs
of £4.3m in respect of a dispute with a third party back-office software supplier that was
recognised in H1 and fully settled in the second half of the year.
Non-underlying items
2024
£m
2023
£m
Amortisation of intangible assets
14.4
14.8
Impairment of goodwill
12.4
Impairment of intangible assets
2.5
Restructuring costs
1.8
15.3
Employment matters
(
1.1
)
2.0
Contingent consideration on acquisitions
1.8
Workday/CRM configuration
(
SaaS
)
1.1
1.2
Acquisition costs
1.1
0.4
Software supplier dispute
4.3
Profit on disposal of property, plant and equipment
(
1.1
)
(
4.7
)
Product liability claim
0.1
(
1.2
)
Non-underlying items before taxation
33.0
32.1
Tax effect on non-underlying items
(
5.4
)
(
8.0
)
Non-underlying items after taxation
27.6
24.1
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.
26
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Finance Costs
Underlying finance costs decreased to £12.9m
(
2023: £13.6m
)
primarily due to a lower level of
borrowings. Group net debt excluding lease liabilities reduced from £128.0m as at 31 December
2023 to £102.9m as at 31 December 2024, with a corresponding reduction in debt to EBITDA
leverage from 1.1x to 0.9x. Interest cover was 8.3x for the year
(
2023: 8.2x
)
.
Interest was payable on the RCF at SONIA plus an interest rate margin ranging from 0.90% to
2.75%. The interest rate margin at 31 December 2024 was 1.63%
(
2023: 1.65%
)
. During the year an
interest rate hedging strategy was implemented to provide greater certainty over interest costs
and reduce the risk of potential volatility.
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 £6.3m
(
2023: £5.4m
)
reflecting the introduction of a salary sacrifice scheme and increased up take enhancing our
employee value proposition.
Taxation
Underlying taxation
The underlying tax charge in 2024 was £18.2m (2023: £17.9m) representing an effective tax rate of
23.0% (2023: 22.2%). This was below the composite UK standard tax rate of 25.0% (2023: 23.5%).
Taxation on non-underlying items
The non-underlying taxation credit of £5.4m (2023: £8.0m) represents an effective rate of 16.4%
(2023: 24.8%).
Earnings Per Share
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 2.4% in 2024.
Earnings per share
2024
£m
2023
£m
Pence per share:
Basic
13.5
15.5
Underlying basic
24.6
25.2
Diluted
13.3
15.4
Underlying diluted
24.3
25.1
Dividend
The final dividend of 8.4 pence
(
2023: 8.3 pence
)
per share is being recommended for payment on
4 June 2025 to shareholders on the register at the close of business on 2 May 2025, in line with the
Group’s progressive dividend policy. The ex-dividend date will be 1 May 2025. The full year dividend
of 12.5p is marginally higher than the prior year 12.4p per share, reflecting the strength of the
balance sheet and the Board’s confidence in the Group’s 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 preliminary results.
Balance Sheet
The Group's balance sheet is summarised below.
2024
£m
2023
£m
Property, plant and equipment
183.7
176.4
Right-of-use assets
27.0
22.9
Goodwill
451.5
454.1
Other intangible assets
128.7
142.7
Net working capital
27.3
28.3
Taxation
(
45.8
)
(
44.7
)
Other current and non-current assets and liabilities
(
0.2
)
6.2
Net debt
(
loans and borrowings, and lease liabilities, net of cash and
cash equivalents
)
(
129.2)
(
149.3
)
Net assets
643.0
636.6
The net value of property, plant and equipment has increased by £7.3m following the continued
focus on investing in targeted capital expenditure offset by the sale of two additional sites.
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Cash flow and net debt
The Group's cash flow statement is summarised below.
2024
£m
2023
£m
Operating cash flows before movement in net working capital
106.5
105.6
Add back non-underlying cash items
12.7
14.2
Underlying operating cash flows before movement in net working
capital
119.2
119.8
Movement in net working capital
9.0
4.1
Net capital expenditure excluding non-underlying proceeds of sale
(
26.0
)
(
33.8
)
Settlement of lease liabilities
(
10.6
)
(
7.6
)
Underlying cash generated from operations after net capital
expenditure excluding non-underlying proceeds of sale
91.6
82.5
Income tax paid
(
10.4
)
(
12.1
)
Interest paid
(
11.4
)
(
13.4
)
Non-underlying proceeds of sale
4.9
6.9
Other non-underlying cash items
(
12.7
)
(
14.2
)
Settlement of deferred and contingent consideration
(
1.6
)
(
1.6
)
Acquisition of businesses
(
5.2
)
Dividends paid
(
30.8
)
(
30.5
)
Proceeds from exercise of share options net of purchase of own shares
0.8
0.3
Other
(
0.9
)
(
0.7
)
Movement in net debt – excluding IFRS 16
24.3
17.2
Movement in IFRS 16
(
3.3
)
(
0.3
)
Movement in net debt – including IFRS 16
21.0
16.9
Delivery of strong cash generation remains core to the Group’s strategy. The Group’s post-capex
underlying operating cash conversion was 99.3%
(
2023: 87.7%
)
calculated as underlying operating
cash flow
(
after payments for capital expenditure excluding non-underlying proceeds of sale
and lease liabilities
)
divided by underlying operating profit. The Group’s pre-capex underlying
operating cash conversion was 107.6%
(
2023: 103.4%
)
calculated as underlying operating cash flow
(
before payments for capital expenditure excluding non-underlying proceeds of sale and lease
liabilities
)
divided by underlying EBITDA.
A positive working capital movement in the year was achieved through lower levels of inventory
and improved creditor position, both achieved through purchasing projects of aggregating
spend with buying strategically and improvements generated by GBS. In 2025 the Group will
focus on continuing to achieve over 90% operating cash flow conversion.
Net capital expenditure investment
(
excluding non-underlying proceeds from sale
)
decreased to
£26.0m
(
2023: £33.8m
)
. The Group has continued to focus on investing in targeted manufacturing
facility development, capacity and key, strategic and innovative projects.
Net debt of £129.2m
(
2023: £149.3m
)
comprised:
2024
£m
2023
£m
Bank loans
(
146.5
)
(
145.0
)
Cash and cash equivalents
43.6
17.0
Net debt
(
excluding unamortised debt issue costs
)
(
102.9
)
(
128.0
)
Unamortised debt issue costs
1.3
2.1
IFRS 16
(
27.6
)
(
23.4
)
Net debt
(
129.2
)
(
149.3
)
Net debt
(
excluding unamortised deal issue costs
)
: pro-forma EBITDA
0.9
1.1
Chief Financial Officer’s Report continued
28
Genuit Group plc
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Financing
The Group has a Sustainability-Linked Loan
(
SLL
)
committed through to August 2027 with one
further uncommitted annual renewal through to August 2028. The current facility limit is £350.0m
with an additional uncommitted ‘accordion’ facility of up to £50.0m, at 31 December 2024, £121.5m
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 2024, there was
significant headroom and facility interest cover and net debt to EBITDA covenants
were comfortably achieved:
Covenant
Covenant
requirement
Position at 31
December 2024
Interest cover
>4.0:1
8.3:1
Leverage
<3.0:1
0.9:1
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 up to £50.0m and a seven-year private placement loan note of £25.0m with an uncommitted
£125.0m shelf facility. At 31 December 2024, liquidity headroom
(
cash and undrawn committed
banking facilities
)
was £272.1m
(
2023: £247.0m
)
.
The Group’s focus will continue to be on deleveraging, and its net debt to EBITDA ratio stood
at 0.9x pro-forma EBITDA at 31 December 2024
(
2023: 1.1x
)
. 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 2026. Accordingly, they continue to adopt the going concern basis in preparing
the consolidated financial statements.
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
11 March 2025
29
Genuit Group plc
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Sustainability
Climate change target
We are committed to reducing the
greenhouse gas
(
GHG
)
emissions from
our operations and products by focusing
on reducing overall emissions without
resorting to carbon offsetting
Circular economy target
We want to continue to lead the industry
in our usage of recycled polymers, as well
as focus on reducing our own waste,
to become a zero-to-waste operation
Sustainable solutions target
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
Our people target
We recognise the contribution that a
diverse group of colleagues makes to the
achievement of our goals. We also believe
that providing development pathways in
the workplace is a key enabler of
social mobility
66%
reduction in CO
2
e emissions
intensity from a 2019 base year
(
scopes 1 & 2
)
30%
reduction of absolute scopes
1 & 2 emissions from a 2021
base year
62%
of our polymer tonnage is 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
5%
of colleagues to be in accredited
Earn & Learn programmes
Sustainability is at the heart of our
business, and our targets provide the
framework for driving improvements
Remuneration
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30
Genuit Group plc
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96.3%
of the electricity we purchased across
all Genuit Group manufacturing,
warehouse and office-based sites is
from renewable sources. Furthermore,
all of our larger manufacturing sites
use 100% renewable electricity.
Our purpose is ‘Together, we create sustainable
living’. This means that we empower our
customers to create a sustainable built
environment, providing the solutions they need
to future-proof places that support thriving
communities and growing economies. If we
succeed, together, we can transform the
relationship between the built environment,
society and the planet.
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 be the lowest carbon supplier
of choice for our customers, and 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 fundamental
to us as a business.
Expectations upon the built environment to change, in order to
solve the urgent challenges facing our infrastructure, buildings,
communities and planet have never been greater. We have a
role to play in making the built environment more sustainable.
We do this by becoming a sustainable, low carbon business
ourselves, as well as delivering sustainable solutions at scale.
Our Sustainability Framework on page 32, sets our short-term
agenda on sustainability and showcases the significant
progress we have made over the last few years. In addition,
Genuit Group have near-term targets that were approved by
the SBTi, and during 2024, we obtained further approval for our
long-term 2050 targets.
As part of this process, we have committed to reducing our
scopes 1 & 2 greenhouse gas
(
GHG
)
emissions by 30% by 2027
from a 2021 baseline year. This goes beyond the already
significant reductions achieved; between 2019 and 2021, when
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 typically 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 long-term reductions in GHG emissions by 2050 by 90%.
The transition to recycling and other low carbon materials will
continue to play a key role for us. Using recycled polymers has a
significantly lower carbon impact than using virgin polymers,
and we continue to focus on raw material selection in day-to-
day operations and product development. The use of recycled
materials is key to increasing and enhancing the circular
economy benefits that come with using materials that can be
recycled, repeatedly, through the manufacturing process.
31
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Our sustainability framework
Advancing the circular economy
Developing sustainable solutions
Tackling climate change
Investing in an engaged and diverse
workforce
Our 2025 targets
62%
of our polymer tonnage is 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 in CO
2
e emissions intensity
from a 2019 base year
(
scopes 1 & 2
)
5%
of colleagues to be in accredited
Earn & Learn programmes
2023 achievement
49.2%
21.5%
48.6%
8.2%
Our progress
We continue to lead the sector in our use
of recycled polymers and achieved
52.0% during the year, our best
performance to date. We remain
committed to the principles of the
circular economy and are prioritising
reductions in embedded carbon
alongside use of recycled polymers.
The result was impacted by
high-value innovations moving out
of the five-year qualifying window,
that will be replaced but will take
time to deliver.
Strong progress during the year,
with reductions achieved through site
consolidation and improvements in
energy efficiency
(
including transport
emissions
)
, and an increase in purchase
of renewable electricity from 90.7%
to 96.3%.
All three Business Units achieved a
reduction in scopes 1 & 2 emissions.
We achieved this target
two years early, and have
continued beyond the 2025
target through 2024, with 18.5%
of colleagues now in qualifying
Earn & Learn programmes.
2024 achievement
Recycled materials:
52.0%
Vitality Index:
18.0%
Carbon reduction
(
intensity
)
:
Cumulative reduction of
54.4%
Percentage in Earn & Learn
programmes:
18.5%
32
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Genuit Group's purpose is to create sustainable
living by developing sustainable solutions for the
built environment. Originally founded in 1980 as
a manufacturer of extruded and moulded plastic
products, Genuit has grown through acquisitions
and innovation to become the leading provider
of sustainable and climate adaptation and
mitigation solutions.
We are organised around three Business Units: Climate
Management Solutions
(
CMS
)
, Water Management Solutions
(
WMS
)
and Sustainable Building Solutions
(
SBS
)
, each with
a distinct offering of sustainable products.
In our businesses
We aim to minimise the impact of our operations on the
environment and, by 2027, to have reduced our scopes 1
& 2 carbon emissions by 30%, without offsetting.
In 2020, we achieved ISO 50001 certification for energy
management systems in some of our largest operational
sites, providing a clear focus on energy management.
The Group has set ambitious near-term science-based
greenhouse gas
(
GHG
)
reduction targets and made long-term
reduction commitments to achieve net-zero, in line with the
latest thinking on climate science.
The Group’s absolute scopes 1 & 2 GHG emissions were 10.4%
lower than in the 2023 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 0.124 tonnes CO
2
e per tonne
of product during 2024, a strong performance year-on-year.
In our solutions
Scope 3 GHG emissions are dominated by the goods and
services that we purchase. In this area, we recognise the key
role that our supply chain plays; therefore, we have set a
target to engage with our suppliers so that they reduce their
carbon impact.
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 a significantly lower carbon impact than virgin polymers
and the use of recycled materials is key to increasing and
enhancing the circular economy benefits that come with
using materials that can be recycled, repeatedly, through
the manufacturing process.
As part of our Sustainable Solutions for Growth strategy,
we will provide solutions that are the most sustainable and
economically viable solutions at that point in time. 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
)
resources 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.
This comparison has been calculated using EN 15804+A2 & ISO 14025/
ISO 21930 publicly available Environmental Product Declarations for
one metre of pipe
– Ridgidrain 750 embodied carbon per metre
(
A1-A3
)
= 16.6kg Co
2
e
– Concrete DN750 embodied carbon per metre
(
A1-A3
)
= 119.1kg Co
2
e
Environmental Product
Declarations case study
Typical concrete pipes
(
DN750
)
have over
7.2x more embodied carbon
(
kg CO
2
e
)
than
Ridgidrain
(
750mm
)
per metre of pipe
Developing sustainable solutions
Ridgidrain 750
Polymer-based Polypipe Ridgidrain versus concrete pipe
Concrete DN750
119.1
16.6
(kg CO
2
e per metre)
33
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Scope 3 upstream
Working with our suppliers
to ensure that the value chain
embraces science-based targets
Using lower carbon raw materials
Optimising our manufacturing
processes and designs to
minimise raw material use
Scope 3 downstream
Working with customers
to optimise transport and
distribution and provide
pre-consumer recycled
choices where possible
Supporting and driving the
circular economy
The value chain
Genuit recognises the importance of the value chain in
achieving our long-term net-zero targets. By overlaying our
Greenhouse Gas inventory on our product life cycles, we can
see where to prioritise and focus our improvement activities
Scope 3
upstream
Raw materials
Recycled materials
End of life
Use of Genuit
products
Distributors, merchants
and wholesale
Raw materials
Scope 3
downstream
Scope 1
Scope 2
Scope 1
Driven by our near-term
science-based targets
Reductions in fuels used
for heating
Continual optimisation
of our transport and
service vehicle fleet
Scope 2
Improvements in energy
efficiency, driven by our
deployment of the Genuit
Business System
(
GBS
)
across
our Business Units
Increasing our use of
renewable electricity
to 100% by 2030
34
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We are leaders in the industry in terms of recycled
materials and in establishing a robust end-of-life
solution for plastics. Our aspiration is to maximise
recyclability and explore innovative opportunities
to further enhance our sustainability efforts.
The Group acknowledges the imperative need to adopt an
approach based upon the circular economy, minimising the
consumption of raw materials and maximising the re-use of
so-called ‘waste materials’. We envisage a future where fewer
resources are discarded and, instead, re-purposed or recycled.
We aim to increase the production of new products using
recycled materials that have already served their initial
purpose within the economy and society, reducing reliance
on virgin materials.
In moving to a circular economy, there will be a reduction
in the use of virgin materials, and, as a consequence,
society will benefit from:
– reduction in waste destined for disposal;
– reduction in 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 materials, such as for plastic,
cement, steel and aluminium.
We have embraced a circular economy approach by
prioritising the use of recycled polymers at our manufacturing
facilities and establishing targets to maximise their utilisation.
These recycled polymers generally exhibit lower embedded
carbon compared to virgin materials. Consequently, by
increasing our reliance on recycled polymers to support
a transition to a circular economy, we not only reduce our
supply chain’s carbon footprint but also achieve a significant
reduction in our scope 3 greenhouse gas
(
GHG
)
emissions.
As part of our Sustainable Solutions for Growth strategy, we
have introduced a workstream focused on increasing the
circularity of materials in the sectors in which we operate.
This sustainable materials working group is working to shift
products being manufactured from virgin polymers and
materials to recycled materials wherever possible,
without detriment to the products’ quality or functionality.
We are also looking at emerging opportunities such as
bio-polymers in the medium term.
Two of the main strategic objectives within our sustainability
strategy are addressing climate change, and closing the loop
by our use of recycled materials. The Group ambition is to be
the lowest carbon supplier of choice for our customers,
meaning that we must continue our focus and reduction
Advancing the circular economy
Recycled PVC
success in extrusion
Manthorpe Building Products completed a recycling
project where they moved 13 different product
ranges from virgin PVC to 100% recycled PVC. This
resulted in 311 tonnes of recycled PVC being switched
away from virgin PVC, saving 284 tonnes of CO
2
e in
2024. With the completion of this project, Manthorpe
Building Products’ recycled material percentage
went above 50% for the first time.
Use of recycled and
alternative materials
Genuit Group is an industry leader in utilising recycled
materials. Our commitment to circular economy
principles has contributed to a substantial reduction
in scope 3: category 1 Purchased Goods and Services
emissions, which represents a significant portion of
our overall carbon impact. We are committed to the
use of recycled materials to help achieve our
ambition of being the lowest carbon supplier of
choice for our customers.
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 the loss of plastic pellets, flakes
or powder into the environment.
Our use of recycled materials has increased year-on-year
and accounted for 52.0% of all our polymer requirements
met by secondary materials during 2024.
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The Group has set ambitious near-term and
long-term greenhouse gas
(
GHG
)
reduction
targets to achieve net-zero reductions in line
with the latest climate science. The Science Based
Targets initiative
(
SBTi
)
approved the Group’s
science-based emissions reduction targets.
The Group’s climate-related targets include a commitment
to reducing emissions in the near and long term.
The establishment of science-based climate change targets
is key to providing a robust framework to guide climate action.
Going beyond the SBTi near-term targets, and recognising
the need to reduce carbon across the whole supply chain in
order to achieve long-term targets, Genuit is also committed
to reducing absolute scope 3 GHG emissions for our purchased
goods and services, and had already achieved the 2027 target
by 2023.
The Group's previously established carbon target of reducing
the CO
2
e intensity remains a key element of our Sustainability
Framework and is aligned with and complementary to our
science-based targets
(
SBTs
)
. Moving forward, we place greater
emphasis on absolute carbon numbers, which is consistent with
our SBTs and reflects that preference.
As described above, reducing the carbon emissions from our
supply chain is an important initiative for the Group, given that
96.1% of our total 2024 carbon emissions fell within scope 3.
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. In 2024,
28% of our emissions were from purchased goods and services
supplied by partners who had an SBT. We will continue to
engage with our suppliers on science-based targets to support
reductions in carbon emissions across the supply chain.
During 2024, the Group has continued to use significant
volumes of recycled materials, leading the sector in the use
of recycled polymers, and achieved a level of 52.0% during the
year, our best performance to date. Headwinds such as product
standards and some minor delays on project implementation
provide challenges. Despite these headwinds, we remain
committed to the principles of the circular economy, and are
prioritising reductions in embedded carbon alongside the use
of recycled materials. As a result, we see our Environmental
Product Declarations
(
EPDs
)
carbon values being some of the
lowest in our sector when compared to our competitors, either
in terms of like-for-like or dissimilar raw materials, driven by our
focus on the circularity of materials and the decarbonisation
of operations and energy.
Tackling climate change
By offering polymer alternatives made from either recycled or
virgin sources, to legacy materials such as concrete or copper,
we are able to offer lower-carbon products than those legacy
alternatives. We can see from the EPDs that we have published
that there is a significant reduction in our embedded carbon;
see page 33 for an example of the difference that is achievable.
We continued in our engagement activities with standards
regimes to be less prescriptive on how products are made,
in terms of legacy materials, without compromising on
performance and environmental and health standards.
We aim to use our leadership position as a way of driving
change and to ensure that our customers have access to
products that 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 their carbon impact.
During 2024, we submitted our Carbon Disclosure Project
(
CDP
)
climate change questionnaire for the first time. Our overall score
for the Climate was a B, an excellent result for our first disclosure.
36
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Our climate targets
Science Based
Targets initiative
(
SBTi
)
approved
target
Target value
Current
performance
Target year
Reduction in scopes 1 & 2 GHG emissions intensity
(
tCO
2
e/t
)
(
versus 2019 baseline year
)
66%
54.4%
2025
Reduction in absolute scopes 1 & 2 GHG emissions
(
tCO
2
e
)
(
versus 2021 baseline year
)
30%
31.9%
2027
90%
2050
Reduction in absolute scope 3: category 1 Purchased Goods
and Services GHG emissions
(
tCO
2
e
)
(
versus 2021 baseline year
)
13%
31.3%
2027
Suppliers by emissions covering purchased goods and services
with science-based targets
(
%
)
83%
28.1%
2027
Annual sourcing of renewable electricity
(
%
)
100%
96.3%
2030
Reduce absolute scope 3 GHG emissions
(
tCO
2
e
)
(
versus 2021 baseline year
)
90%
10.5%
2050
Genuit Group GHG inventory for 2024
We made excellent progress across all three GHG emissions
scopes, with a reduction of 6% in scope 1, 40% in scope 2, and
6% in scope 3: category 1 Purchased Goods and Services
year-on-year. These resulted in a 6.5% reduction in carbon
emissions across our key GHG categories of scopes 1, 2
(
market-based
)
& 3: category 1 Purchased Goods and Services.
Our carbon intensity has reduced by 54.4% since the base year
of 2019. Table 1 on page 38 presents our full GHG inventory,
while the table above shows how we are progressing against
our climate targets.
To support our efforts to reduce scope 2 emissions, we
increased our purchase of renewable electricity from 90.7%
to 96.3%, as well as driving improvements in energy efficiency.
Our energy use decreased by 1.6%, as shown in Table 4
on page 39.
Scope 3 emissions continued to reduce as a result of a
combination of increasing material efficiency, the use of
recycled materials, the use of lower-carbon alternative
materials and engagement with suppliers on
information-sharing and reducing value-chain emissions.
In producing the 2024 energy and GHG data, we used updated
emissions factors
(
including country specific grid intensity
factors
)
in line with the GHG protocol and reflecting changes
to the published emission factors.
Boundary, methodology and exclusions
An ‘operational control’ approach has been used to define
the GHG emissions boundary. This approach captures the
emissions associated with the operation of all Group buildings,
such as warehouses, offices, and manufacturing sites, and
company-owned transport. This information was collected
and reported in line with the methodology set out in the UK
Government’s Environmental Reporting Guidelines. Emissions
have been calculated using the latest conversion factors
provided by the UK Government or other appropriate agency.
The reporting period is from 1 January to 31 December.
There are no material omissions from the mandatory
reporting of scopes 1 & 2 emissions.
We have obtained limited assurance over our 2024 scope 1 GHG
emissions, scope 2 GHG emissions
(
locations- market-based
)
and GHG intensity
(
scopes 1 & 2
)
per tonne of production data
from Ernst & Young LLP; the GHG Assurance Report can be
found on the Company's website.
The reporting of scope 3 emissions is in line with the GHG
protocol. Based on this report, it is evident that scope 3
accounts for 96.1% of all emissions and amounts to 353,873
tCO
2
e. This proportion is consistent with that of other businesses
that rely on raw material suppliers to support manufacturing
processes. Scope 3 activity data for Sky Garden, which was
acquired in August 2024, has been included in the GHG
inventory disclosed for 2024. However, not all scope 3 data is
included for Omnie & Timoleon
(
also acquired in August 2024
)
,
but will be fully integrated during 2025, and reported in our
scope 3 reporting for 2025.
During 2024, we enhanced our assessment of scope 3: category
11: Use of Sold Products. At Nuaire and Nu-Heat, we continued to
assess our energy-consuming products. We used estimates
on energy use and the design life of the products to produce
the category 11 data, which resulted in an uplift of emissions.
Having consistent and accurate emission factors for the supply
chain is crucially important, and we continue to work with our
supply chain and supply partners to improve the accuracy
of the emissions factors our inventories rely upon.
37
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Tackling climate change continued
Energy use and reporting
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 injection-moulding and extrusion operations use significant
amounts of electricity. We monitor our electricity usage very
closely, even at a machine level, and take a proactive approach
to improving 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 from 1 January 2024 to 31 December
2024. Our total GHG emissions, reportable under Streamlined
Energy and Carbon Reporting
(
SECR
)
during the period specified
above, was 15,818 tonnes CO
2
e. This figure has been derived
using the UK Government’s most recent GHG Conversion
Factors for Company Reporting
(
2024
)
and other appropriate
emission factors. This is in line with standard industry practice
and allows fair comparison with other UK businesses. The scope
3 emissions presented in Table 3 include transmission &
distribution
(
T&D
)
losses and emissions from business travel in
private vehicles
(
grey fleet
)
, in line with previous submissions.
A full scope 3 inventory is presented in Table 1.
The Group’s SECR reported scopes 1, 2 & partial scope 3
(
grey fleet and T&D losses
)
GHG emissions were 9.2% lower
than in the 2023 reporting period. This resulted in the Group
achieving an emissions intensity of 0.124 tonnes CO
2
e per tonne
of product during 2024.
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 ISO 50001, and we have production
sites that are included in the UK Government Climate Change
Agreement
(
CCA
)
scheme. During 2024, the business complied
with the UK’s Energy Savings Opportunity Scheme
(
ESOS
)
Phase 3
compliance deadline, with site-based energy audits and the
identification of energy-saving projects. These, along with CCA
audits and the continuous improvement required by ISO 50001,
have given the sites and the Group a wide range of energy
reduction programmes to take forward in the short-term.
Table 1 Greenhouse Gas Inventory
Base year value
2021
(
tCO
2
e
)
Emissions covered
by targets
(
tCO
2
e
)
(
%
)
2023
reporting value
(
tCO
2
e
)
2024
reporting value
(
tCO
2
e
)
Scope 1
(
tCO
2
e
)
19,547
19,547
(
100%
)
13,893
13,063
Scope 2
(
market-based
)
(
tCO
2
e
)
1,487
1,487
(
100%
)
2,093
1,264
Total scopes 1 & 2 (market-based) (tCO
2
e) (ABS1)
21,034
21,034
(
100%
)
15,986
14,327
Electricity
Total electricity use (MWh)
81,102
81,102
(
100%
)
69,986
71,547
Electricity procurement from renewable sources
(
MWh
)
76,236
63,460
68,926
% of electricity from renewable sources
(
O1
)
94.0%
90.7%
96.3%
Scope 3
(
tCO
2
e
)
Category 1: Purchased Goods and Services
335,282
335,282
(
100%
)
245,734
230,264
Category 2: Capital Goods
17,803
15,685
10,780
Category 3: Fuel- and Energy-Related Activities
10,879
11,673
5,029
Category 4: Upstream Transportation and Distribution
9,204
1,024
8,816
Category 5: Waste Generated in Operations
1,052
1,060
555
Category 6: Business Travel
636
416
1,157
Category 7: Employee Commuting
6,932
6,964
4,085
Category 8: Upstream Leased Assets
n/a
n/a
n/a
Category 9: Downstream Transportation and Distribution
6,002
761
7,414
Category 10: Processing of Sold Products
n/a
n/a
n/a
Category 11: Use of Sold Products
4,464
3,670
84,852
Category 12: End-of-Life Treatment of Sold Products
3,054
3,024
921
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: category 1
)
(
O2
)
0%
32%
28%
Notes: a
)
Genuit Group performed full inventory assessment of its scopes 1, 2 & 3 emissions during 2024 b
)
3% of the GHG inventory is based on estimates including scope
3: category which was based on an employee survey and scope 3 category 1 where a minor amount of activity was estimated c
)
Scope 3: category 2 – 7, 9, 11, 12 and 13
excludes Omnie & Timoleon activity data d
)
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 e
)
Data is prepared following the GHG Protocol methodologies with the following notes and alternative methodologies for scope 3 categories
as detailed in note f
(
https://ghgprotocol.org/sites/default/ files/2022-12/AppendixD.pdf
)
f
)
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’
38
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During 2024, we achieved a reduction of 1.6% in energy
consumption
(
see Table 4
)
.
Our focus on reducing scopes 1 & 2 emissions, measured by
absolute emissions and emissions intensity, is providing the
impetus to reduce our use of energy. The Genuit Business
System, GHG and energy efficiency programmes are supporting
improvements in both carbon emissions reduction and relative
improvements in energy efficiency.
Table 2 Group GHG emissions
(
tonnes CO
2
e
)
by source
and reporting period for SECR reporting
2023
2024
Change
Percentage
share
Source
– fuel combustion
(
stationary
)
4,200
3,836
-8.7%
24.2%
– fuel combustion
(
mobile
)
9,815
9,390
-4.3%
59.4%
– fugitive emissions
(
F-gas
)
39
57
46.2%
0.4%
– purchased electricity,
including T&D losses*
3,372
2,536
-24.8%
16.2%
Total emissions
(
tCO
2
e
)
17,426
15,819
-9.2%
100%
*
The 2024 emissions figure for purchased electricity given 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 that a
company has and instead uses a national carbon emissions factor for electricity.
Following the location-based methodology
(
which is also required to be also
reported under SECR regulations alongside market-based figures
)
, our 2024
emissions from electricity were 15,234 tCO
2
e
(
excluding transmission and
distribution
(
T&D
)
losses
)
, giving total emissions of 29,788 tCO
2
e
(
inclusive of T&D
losses
)
and an intensity of 0.259 tCO
2
e per tonne of production – a 2.9% reduction
year-on-year. The remaining electricity emissions figure given above of 1,264
tCO
2
e is from electricity not covered by our zero-carbon tariff.
UK legislation requires the public reporting of scopes 1 & 2
emissions, with the reporting of scope 3 emissions for quoted
companies being optional. Tables 2 and 3 present limited
scope 3 emissions resulting from the losses associated with
the use of grid electricity and grey fleet use, in order to maintain
year-on-year comparisons. Full reporting of scope 3 emissions
is shown in Table 1 on page 38.
Table 3 Group GHG emissions
(
tonnes CO
2
e
)
by scope and
reporting period for SECR reporting
Emissions scope
2023
2024
Change
Percentage
share
Scope 1
13,893
13,063
-6.0%
82.6%
Scope 2
2,093
1,264
-39.6%
8.0%
Scope 3
(
limited scope
)
*
1,440
1,492
3.6%
9.4%
Total emissions
(
tCO
2
e
)
SECR*
17,426
15,819
-9.2%
100%
Total emissions
(
tCO
2
e
)
of
scopes 1 & 2
15,986
14,327
-10.4%
Output
(
tonnes
of production
)
113,873
115,138
1.1%
Intensity
(
tCO
2
e
per tonne of
production
)
0.140
0.124
-11.4%
*
Scope 3 emissions resulting from the transmission and distribution losses
associated with the use of grid electricity and the grey fleet, which is defined
as the use of personal vehicles used for business purposes.
When the SECR-related emissions are split by type, as shown
in Table 2, it is fuel combustion in transportation and the
combustion of fossil fuels at our sites that make up the
largest portion of the portfolio, at 83.6%.
Table 4 below shows the total energy consumption for the
Group and the split in energy source/fuel type. We can see
a reduction in energy consumption for other fuels, including
natural gas for heating and transport fuel, year-on-year.
The Group energy consumption, shown in Megawatt Hours
(
MWh
)
by type and reporting period, was as follows:
Table 4 Energy consumption
(
MWh
)
by type and
reporting period
Emissions scope
2023
2024
Change
Percentage
share
Other fuel
(
MWh
)
(
inc. T&D losses
)
29,017
26,671
-8.1%
19.3%
Transport fuel
(
MWh
)
41,391
39,976
-3.4%
28.9%
Electricity
(
MWh
)
(
delivered
)
69,986
71,547
2.2%
51.8%
Total
consumption
(
MWh
)
140,394
138,194
-1.6%
100%
UK and global consumption
A requirement of SECR reporting for applicable companies
is that they provide information on the 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 5 Energy consumption
(
MWh
)
by type
and reporting period
Territory
Scope
tCO
2
e
MWh
UK
1
12,483
59,616
Global
580
556
UK
2
812
69,973
Global
452
1,574
UK
3
1,463
6,349
Global
29
126
Total
15,819
138,194
*
Scope 3 emissions resulting from the transmission and distribution losses
associated with the use of grid electricity and the grey fleet, which is defined as
the use of personal vehicles used for business purposes.
39
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Pathway to Net-Zero
1. The journey so far
Carbon intensity decreased
by 54.4%
Recycled content at 52.0%
Scopes 1 & 2 emissions
decreased by 31.9%
96.3% of purchased electricity
from renewable sources
Emissions from purchased
raw materials decreased
by 31.9%
Suppliers by emissions
covering purchased goods
and services, 28.1%
2050
2027
2040
2021
2019
Near term
Medium term
By 2050,
we will reach
net-zero
By 2027,
we will reduce
scopes 1 & 2 GHG
emissions by 30%
Long-term net-zero
3. Scaling up and driving
down emissions
Driving down scope 1 emissions
from production activities
Fully decarbonising
transport emissions
Adoption of innovative raw
materials when available
Decarbonisation of the value
chain through supply chain
science-based target
commitments
100% purchase of
renewable electricity
4. Delivering net-zero
Deeper decarbonisation
of Genuit Group operations
Advanced circular
economy activities
90% reduction in absolute
scopes 1 & 2 GHG emissions
by 2050
90% reduction in absolute
scope 3 GHG emissions
by 2050
2. Leading the pack
Aligning ambitions with climate
science through the setting of
science-based targets
Decarbonising our own site
operations
Reducing emissions from
transport with plug-in hybrid
electric vehicles
(
PHEVs
)
or
full electric vehicles
(
EVs
)
and bio-fuels
Reducing embedded carbon
from new materials and using
recycled polymer content
30% reduction in absolute
scopes 1 & 2 GHG emissions
by 2027
10%
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We are committed to long-term Group-wide
emission reductions in line with net-zero and the
Science Based Targets 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 June 2024, the SBTi approved
our long-term commitment of a 90% reduction
in scopes 1, 2 & 3 emissions by 2050.
We are pleased to announce that in June 2024, our long-term
reduction plans were approved by the SBTi, including a 90%
reduction in scopes 1 & 2 and a 90% reduction in scope 3
emissions by 2050. In making these commitments, Genuit has
set defined targets required as part of our climate-related
transition plan and Pathway to Net-Zero.
Goods purchased for the manufacture of products account
for the majority of our GHG inventory
(
scopes 1, 2 & 3
)
. 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. In line with circular economy thinking
and industry-recognised practices, once materials go through
their first use and come back into 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 securing our position as one of the
leading consumers of recycled polymers.
In the short and medium terms, the switch from virgin materials
to recycled materials 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 more viable, offering a
lower embedded carbon content than conventional materials.
These innovations will be crucial where applications do not
allow for the use of recycled materials. Bio-polymers are
materials where the base component is produced from
natural sources, for example being chemically synthesised
from a biological material.
A key element of achieving our Pathway to Net-Zero is the
setting of challenging targets in the short term to provide the
impetus for continuous progression and to remain on the
required trajectory. As part of this journey, and since 80% of
our total GHG inventory is in our purchased goods i.e. the raw
materials we buy to manufacture our finished goods, supply
chain engagement is crucially important. We have set
ambitious scope 3 targets in terms of the 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 considered carbon neutral if residual emissions are
offset by other carbon reduction activities and a third party
assessment has verified the claim. These 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.
What does ‘net-zero’ mean?
Net-zero is 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 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%
made before 2050 are crucial for net-zero targets to align with
current thinking on climate science.
Our net-zero target boundary includes all scopes 1, 2 & 3
emissions, both upstream and downstream.
What is the ‘Science Based Targets Initiative’
(
SBTi
)
?
The SBTi is a partnership between the Carbon Disclosure Project
(
CDP
)
, the United Nations Global Compact, the World Resources
Institute
(
WRI
)
and the World Wide Fund for Nature
(
WWF
)
.
The SBTi’s goal is to enable companies worldwide to achieve
what climate science requires of the global economy, to halve
emissions by 2030, and achieve net-zero before 2050.
The SBTi develops criteria and provides 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 received approval
for its near and long-term targets from the SBTi.
What are ‘science-based targets’?
Science-based targets provide a clearly defined pathway
for companies to reduce greenhouse gas
(
GHG
)
emissions,
helping to 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.
Pathway to Net-Zero
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Task Force on Climate-Related Financial Disclosures
At Genuit, we understand the
serious threat that climate change
poses to our planet and recognise
our responsibility in mitigating and
adapting to its impacts through
sustainable business practices
and climate-resilient products.
We acknowledge the scale of action required and the role that
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 solutions, 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 supplier of 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 the 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 pages 36 and 37.
During 2024, we built on our 2023 assessments, and continued
to enhance our understanding and quantification of risks and
opportunities with the deployment of quantitative analysis for
both transition and physical risks and opportunities. In both
cases, a third party was used to build bespoke scenario models.
For transition risks 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 that 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 below 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
b
)
Management’s role
43
Strategy
a
)
Climate-related risks and opportunities
b
)
Impact on the Company’s business, strategy, and financial planning
c
)
Resilience of the Company’s strategy
45 to 53
Risk management
a
)
Risk identification and assessment process
b
)
Risk management process
c
)
Integration into overall risk management
44 to 46
Metrics and targets
a
)
Climate-related metrics to assess climate risks and opportunities
b
)
Scopes 1 & 2 and, if appropriate, scope 3 GHG metrics and the related risks
c
)
Climate-related targets and performance against targets
22, 32 and 37
53
37
We comply with the FCA’s
Listing Rule 6.6.6R
(
8
)
and
make disclosures consistent
with the 2017 and amended
2021 TCFD recommendations
along with the 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.
42
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
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 the monitoring
and management of these risks and opportunities to the Risk
Committee. Details of the membership, activities, responsibilities,
and frequency of meetings can be found in our Risk Committee
Report on page 87 and 111.
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 by
mitigation against physical risks
(
such as flooding and extreme
heat
)
through integrated surface and drainage solutions and
through building cooling systems. It is a key factor in decision-
making and is considered by senior executives when setting
ambitions for Group strategy. During 2024, we continued to
integrate the monitoring, reporting and understanding of
climate-related risks and opportunities into our individual
businesses. The climate-related risks detailed within the
Business Unit risk registers are reviewed and captured as part
of our principal risks, 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 due 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 87, and the risk management framework can be
found on page 112.
Climate-related risks and opportunities in the context of the
TCFD framework are a standing agenda item at Risk Committee
meetings and were considered at the January, July and
October meetings during 2024. Mechanisms, such as the use
of a specific pro-forma template that is structured as a
dedicated climate-related risks and opportunities register,
provides the Committee with detailed assessments of these
risks and opportunities.
The Board is updated after each meeting on the key discussions
and decisions at the Risk Committee meetings, which includes
detail on the discussions surrounding climate-related risks and
opportunities. This is via a written report, as well as a verbal
update from the Risk Committee Chair, to allow Board members
to effectively challenge and question decisions and outcomes.
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 97.
The Board monitors climate-related targets through the
non-financial KPIs relating to scopes 1, 2 & 3 emissions, as
outlined within the Strategy section of this Report on pages 22
and 32. 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 sustainability targets are embedded in our long-term
incentive plan, with carbon reduction targets being a 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 Directors’ Remuneration Report on pages 128 to 130.
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.
43
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Climate change 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 and 2024, the Group’s use of
quantitative scenario modelling for transition and physical risks
and opportunities have enabled a deeper understanding of
the progression of mitigating actions and key performance
indicators resulting in a reduced overall net scoring to Climate
as a principal risk. Further details on the structure of the Group’s
risk management framework and climate risk as a principal risk
can be found in our principal risks and uncertainties on pages
77 to 85 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 reports to the Risk Committee on a rotational
basis; these include 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 Management Team member and a member
of the Risk Committee
)
and supported by the Group’s
Sustainability Director, during the year, the climate-related
risks and opportunities risk register was reviewed and updated
in line with the risk management framework and the latest
quantitative analysis. 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. There is a mechanism and
opportunity for challenge and scrutiny by the Risk Committee
of the climate-related risks and opportunities, which ensures
adequate approvals are in place for any significant changes.
At its meeting in July 2024, the Risk Committee approved the
identified transition and physical risks and opportunities
undergoing an 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 risks and opportunities,
the models enable the Group to analyse various possible
short, medium, and long-term scenarios and how they
may impact the business.
The 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. These are detailed and disclosed
on pages 47 to 53 and include the latest analysis performed in
2024.
Undertaking this analysis and discussing the methodology and
outputs with the Risk Committee has provided further
educational opportunities regarding the increasing impact of
climate-related risk on the Group’s operations, also confirming
the opportunities that it presents, which are linked with 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 that the Group is informed of future regulatory
direction, we engage with industry bodies within the UK and
Europe, such as the Construction Products Association
(
CPA
)
,
The European Plastic Pipes and Fittings Association
(
TEPPFA
)
, the
British Plastics Federation
(
BPF
)
, Future Homes Hub and the British
Electrotechnical and Allied Manufacturers’ Association
(
BEAMA
)
,
and provide 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 is important to continuously review and update our analysis
which 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 can be found
on our website. During 2024, our climate-related risks and
opportunities were periodically updated and reviewed by the
Risk Committee. The Group intends to continue to update its
analysis on climate-related risks and opportunities during
2025, 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 that progress continues to be adequately
reported to the Board.
Risk management
The Group understands the importance
of monitoring climate-related risks and
opportunities across its businesses and
manages changing environmental regulations
and disclosures through impact assessments
and reviews of its risk register. Formal review
and ongoing management of the risk register
is a responsibility of the Risk Committee.
Task Force on Climate-Related Financial Disclosures continued
44
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
We are aware that transitioning into a lower-carbon economy
may entail changes to policy, legal, technological, or other
market changes that may cause varying levels of financial
and reputational risk 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 the transition and physical
risks that climate change poses that we seek to address and
mitigate. However, we acknowledge that with these risks comes
various opportunities, given our Sustainability Framework
(
read more on pages 31 and 32 of the Strategic Report
)
. It should
be noted, therefore, that whilst climate change is assessed to
be a principal risk, this is based on 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 2024, a review of climate-related risks
and opportunities was conducted to identify those that 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 review
was then used to assess the residual risk, following any
implementation of appropriate mitigations.
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
that have potential to make a considerable impact on our
operations, strategy or financial performance if they are not
suitably controlled. Significant opportunities are those that have
the 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 were,
of significance to the business.
Strategy
Climate change continues to pose significant
challenges to the built environment.
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
This covers the current year, plus our outlook
for budgets and short-term financial
planning, and assessments such as
viability statements.
Medium term
This period is consistent with our view
on SBTs and Genuit’s Pathway to Net-Zero.
Long term
This time period extends beyond our current
knowledge on legislation and regulatory
changes, but considers an extrapolation
of trends and themes up to 2050.
Short term
(
0-5 years
)
Medium term
(
5-10 years
)
Long term
(
10+ years
)
45
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
These identified risks and opportunities are a key factor in
the financial and operational planning process, both for
long-term strategic decision-making and in the short to
medium term. Our Pathway to Net-Zero transition plan, as
detailed on page 40, 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 2024, 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 and maintain our usage of recycled
materials. We also continued to roll out our transition to EV/PHEV
across our car fleet and the move of our commercial fleet away
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
)
SSPI
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. Physical climate impacts are expected to be lowest and greatest under RCP 2.6
and RCP 8.5 respectively.
3
IPCC – The Intergovernmental Panel on Climate Change RCPs are the market-accepted reference scenarios that 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 contexts
)
, in the
absence of further climate policy,
(
i.e. technological, economic and demographic contexts
)
.
from fossil fuels. Given the profile of our revenue streams in 2024,
with c.89% 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 that we are in keeping with
the relevant jurisdiction targets as part of our economic
evaluation of those opportunities.
Following the identification and assessment of climate risks and
opportunities relevant to our businesses through engagement
with key stakeholders
(
see the Risk Management section of
this Report on page 44
)
, 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 of 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 that we have identified and assessed our climate risks
and opportunities against. Furthermore, these time frames align
with our short/medium-term business planning processes and
our longer-term strategic overview.
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, within 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 the 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 that 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.
Task Force on Climate-Related Financial Disclosures continued
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 time frame, which aligns with the Paris Agreement and other governmental net-zero 2050 targets.
Broadly align with scenarios commonly used in TCFD reporting, facilitating better comparison between disclosures.
Include reputable and broadly used data and assumptions.
46
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
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 we are
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 we are
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 was assessed but scenario analysis was not undertaken
Time horizon
Short to 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 are
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; and
– reduction in asset values due
to increased exposure
to physical risk.
During 2024, 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 to long
Metrics
Annual carbon inventory
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
worsening of flood risk
assessment 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.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
47
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
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 the 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 with guidance
from our advisers.
Changes that impact
the Group are
communicated to the
Board and action is
taken where
appropriate. Our SBTs
and journey to
net-zero will mitigate
our exposure to
carbon-related tax.
(
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 that 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.
Alternatively, we may need to
increase prices, potentially
impacting
our competitiveness.
During 2024, 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
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,
the preceding five years
2025 target of 62% of tonnage
from recycled polymers
2025 target of 66% reduction
of CO
2
e emissions intensity
(
scopes 1 & 2
)
from 2019
base year
2027 target of 30% reduction
in scopes 1 & 2 emissions
from 2021 base year
2027 target of 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
(
<2°C
)
Late Action – Pricing
mechanisms are introduced
later on and at lower rates.
2030: £109/tCO
2
2050: £162/tCO
2
.
(
>3°C
)
Business as usual
(
BAU
)
– Only existing or announced
carbon pricing schemes are
applied under lower rates. 2030:
£97/tCO
2
2050: £109/tCO
2
.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Task Force on Climate-Related Financial Disclosures continued
48
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Risk
Risk type
TCFD
category
Potential impact
Mitigating actions
Scenario analysis and results
Time horizon/metrics/targets
Short
(
< 5 years
)
Medium
(
2030
)
Long
(
2050
)
Increased raw material costs
The potential
financial impact
of the increased
demand for 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 the
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 a
reduction in product
offerings if materials
become too costly.
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.
(
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;
and
– in some cases, our ability
to procure low-carbon
materials may be affected,
which could impact the
fulfilment of customer
contracts and revenues
generated.
During 2024, quantitative
analysis was undertaken
and this risk was updated to
reflect the scenario outcomes,
specifically in the <5 years and
STEPS/APS scenarios, where the
impact changed from low
(
green
)
to medium
(
orange
)
.
Time horizon
Short to medium
Metrics
Non-financial KPI, Recycling
Margin over direct materials
Targets
2025 target of 62% of tonnage
from recycled polymers
Achievement of Group EBIT
margin targets
(
<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.
(
>3°C
)
BAU – 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.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
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Governance
Financial Statements
Strategic Report
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 the
supply of raw
materials and
products, due to
increased
incidence and the
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
the 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 the 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
greatest type of risk 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.
During 2024, 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
Non-financial KPI, Recycling
(
use of recyclate reduces
exposure to internationally
sourced virgin raw materials
)
Targets
2025 target of 62% of tonnage
from recycled polymers
2027 target of 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 the frequency and
severity of extreme weather
events is projected.
Disclosure definition/materiality
<£1m financial impact
Low risk
£1m to £10m financial impact
Medium risk
>£10m financial impact
High risk
Task Force on Climate-Related Financial Disclosures continued
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Governance
Financial Statements
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)
Low emission products and services
The potential
revenue
generated from
further developing
low emissions
products
and services.
Transition
Products &
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 the 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 upon
increasing our
revenues from low
carbon products.
(
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.
During 2024, quantitative
analysis was undertaken on
specific products to examine
the impact, of market growth,
changes to regulation and
customer preferences.
The analysis revealed positive
opportunities for revenue
growth under the APS and
NZE scenarios.
Under a STEP scenario, static
regulatory requirements are
not creating the environment
to drive demand for lower
embodied carbon content for
building products. However,
customer preference for
low-carbon products should
drive opportunities in the
absence of regulator drivers.
Based on the 2024 quantitative
analysis, this opportunity
was updated to reflect the
scenario outcomes.
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
the preceding five years
2025 target of 62% of tonnage
from recycled polymers
2027 target of 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
(
<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.
(
>3°C
)
BAU – Policy and market
pressure are limited, due to a
lack of policy ambition
compared to NZE and APS.
External forces driving the
innovation of low emissions
products and services are
customer preferences.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
<£1m financial impact
Low opportunity
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Governance
Financial Statements
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 Group’s water
management
solutions.
Transition
Market
Financial: Increased
revenue due to the
demand for reliable
drainage systems
and growing 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 it’s portfolio.
The Group recognises
the demand for a full
solution and is working
with customers and
partners, including in
relation to AMP8, to
provide
comprehensive
technology-based
solutions.
SSP1-2.6
(
<2°C
)
Heavy
precipitation and flood
events are likely to increase
in frequency and severity, albeit
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 the potential for
significant increases in revenue
as demand for resilient drainage
systems increases under higher
emissions scenarios across
all time horizons.
During 2024, this opportunity
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 the frequency and severity
of extreme weather events
is projected. Heavy precipitation
and drought events are likely
to double in frequency verses
SSP1-2.6.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
<£1m financial impact
Low opportunity
Task Force on Climate-Related Financial Disclosures continued
52
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Financial Statements
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)
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 the
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.
(
1.5°C
)
Early Action – Material
reduction in the free allocation
of carbon allowances under the
EU and UK Emission Trading
Schemes 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, 2035
was assumed to be a common
end point. The analysis showed
that cost avoidance was
possible and beneficial,
especially under the NZE and
APS scenarios.
The analysis revealed the
potential cost avoidance by
maximising the recycled content
of the polymer products and
engaging with the supply chain
to ensure decarbonisation
of virgin material supplies
are implemented.
During 2024, this opportunity
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/long
Metrics
2027 SBTi and related carbon
in the supply chain targets
Targets
2025 target of 62% of tonnage
from recycled polymers
2025 target of 66% reduction
of CO
2
e emissions intensity
(
scopes 1 & 2
)
from 2019
base year
2027 target of 30% reduction
in scopes 1 & 2 emissions
from 2021 base year
2027 target of 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
(
<2°C
)
Late Action – Similar
to NZE, with a lower carbon
price and later reduction
in free allocation.
(
>3°C
)
BAU – Similar to APS, with
a lower carbon price and later
reduction in free allocation.
Disclosure definition/materiality
>£10m financial impact
High opportunity
£1m to £10m financial impact
Medium opportunity
<£1m financial impact
Low opportunity
Metrics and Targets
Following the implementation of our Sustainability Framework
in 2020, the Group identified the relevant metrics and targets
to monitor progress towards achieving its sustainable goals.
These metrics and targets form part of our strategic
operations and inform our decision-making.
These have been mapped against our identified
climate-related risks and opportunities, as detailed in the tables
on pages 47 to 53. 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 seen as at flood risk have also been included where
relevant, to enable effective and targeted monitoring on an
annual basis.
A core element of our transition plan is our commitment to
being net-zero by 2050, which is based upon the 1.5°C Business
Ambition, and 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 have 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 37.
Further information on our Pathway to Net-Zero transition plan
can be found on page 40.
Further information on our newly validated long-term net-zero
targets can be found on pages 36 and 37.
Details of scopes 1, 2 & 3 emissions are included in the
Sustainability section on page 38 within the Strategic Report.
Our non-financial KPIs in respect of recycling and greenhouse
gas emissions for the 2024 financial year are detailed on page
22 of the Strategic Report. Progress towards achieving our 2025
and 2027 climate-change targets is included on page 37
of the Strategic Report, and historical data for these targets
can be found in the Sustainability Report for 2024.
53
Genuit Group plc
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Remuneration
Shareholder Information
Governance
Financial Statements
Strategic Report
Health, Safety and Environment
At Genuit, our commitment to the
health, safety and wellbeing of
our employees is at the centre of
everything we do. We firmly believe
that a thriving workforce is the
foundation of our success, and we
prioritise creating an environment
where every individual feels
supported, valued and safe.
During 2024, we continued to invest in initiatives and practices
that promote health, safety, and physical and mental wellbeing.
Whilst there has been activity in each of the five core elements
of our health, safety and environment
(
HSE
)
strategy, there
has also been a notable focus on the ‘Culture and
Behaviour’ element.
In our HSE Strategy, we state that safety is not just a policy but
is a way of life, and we recognise that a strong safety culture
is the foundation of Zero Harm. 2024 has seen significant
progress in achieving our HSE Strategy, as we focused on:
Leadership H&S Tours
Our leadership teams played a crucial role in driving our
health and safety initiatives forward and further strengthening
our safety culture. In 2024, we trained many of our leaders at
all levels on how to conduct a ‘Leadership H&S Tour’ – a tour
that focuses on speaking with employees about safety,
finding out what is working and what still needs work, and
listening to their ideas and their contributions. These tours
have not only fostered open communication but have also
provided valuable opportunities for leadership to reinforce our
commitment to safety and wellbeing. Over 600 Leadership
H&S Tours were conducted by our senior leaders in 2024. With
more training planned for 2025, we hope to substantially
increase the number of these tours during the coming year.
Positive health and safety conversation training
Over 100 leaders have been trained in how to ‘intervene’ when
‘something doesn’t look right’, in a positive, concerned way.
The aim is to demonstrate the organisation’s commitment
to keeping people safe and better understanding why people
do the things that they do. The technique focuses on the
consequences of their actions, rather than on the act itself.
Conversely, the training encourages leaders to give positive
feedback when things are done right, particularly if they have
had a recent intervention conversation, thereby ‘reinforcing’
the right
(
safe
)
behaviours.
Reporting of hazards and near misses
Effective reporting of hazards and near misses has seen
continued focus across the Group in 2024, resulting in
large-scale increases in the number of reports and the
number of employees engaging and getting involved.
A total of 18,501 hazards and near misses were reported
in 2024, compared to 8,214 in 2023. In addition to increased
reporting numbers and participation, many sites are seeing
an increase in the number of hazards being rectified
immediately, usually by the employee spotting it. An example
of this is at Nuaire, where they are reaping the benefits of a
hazard-reporting process revamp and communications
campaign, surpassing their 2024 target of 3,000 reports
(
up from 797 in 2023
)
and seeing immediate close-out
rates topping 70%.
Why Are Hazard Alerts Important?
HSE 2022/2023 Statistics.
135 Workers were killed in work related accidents in the UK
561,000 sustained non-fatal workplace injury
3.7 million working days lost
Hazard Alert Report = 40 Seconds
6 hazard alerts a year =
3000 interventions!
4 Minutes of your time = Safety First Site!
Can you spare 40 Seconds?
Hazard Alerts are
Free Learning Events
!
Online
Shop
Waiting HMCR to
answer!
Make a
cuppa
Incident investigation training
12 employees undertook an advanced three-day incident
investigation course to ensure that the Group’s approach to
incident investigation uncovers the root cause, to enable the
identification of effective preventative action. This approach
ensures that we avoid a blame culture and move towards a
‘fair and just’ culture. Three of the 12 trainees went on to
complete a further two-day training session to enable them
to deliver this investigation training in-house, ensuring that
those involved in any type of incident investigation are armed
with this knowledge and these skills.
Compliance
Competence
and Training
Health and
Wellbeing
Culture and
Behaviour
ZERO
HARM
We make it possible
Hazard
Identification
and Risk
Management
54
Genuit Group plc
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Financial Statements
Strategic Report
Our Trademark Behaviours
(
TMBs
)
Our TMBs are designed to help create the right culture for
success. Polypipe Civils & Green Urbanisation, based in
Horncastle and Loughborough, celebrated HSEQ success in
2024, with awards given to those that demonstrated our TMBs
linked with safety, health and the environment. Each site also
had an additional award for Safety Ambassador of the Year.
The Genuit Blue HSE Audit programme commenced in the first
quarter of 2024, with 12 audits completed; the remaining two
to be completed in early 2025. The response and support
received were exceptional. Five members of the HSE team from
across the Group assisted in delivering these audits, developing
their own skills and competency to become Lead Auditors. The
audits have confirmed we have a lot to be proud of, and that
there are plenty of opportunities for us to improve further. By
sharing and learning from one another, we hope to accelerate
the realisation of these opportunities.
In line with the HSE strategy, the Group has sharpened its focus
on the risks faced by employees who drive as part of their work.
This includes our professional HGV and LGV drivers, as well as
those that drive cars on company business. During the year,
a Fleet Safety Steering Committee was established that focuses
on developing and updating various driving policies and
handbooks, identifying driver profiling and training, ensuring that
accidents are adequately and swiftly reported and investigated,
and undertaking ‘Fleet Audits’. The overall aim of the Group’s
efforts is to reduce the risk faced by those driving and to
ultimately reduce road traffic accidents.
During the year, we placed an additional focus on health and
wellbeing, another of the five core elements of our HSE
strategy, to ensure that we take a Group-wide approach in
terms of Occupational Health
(
OH
)
. As reported last year, we
undertook a review of the OH structure in the later part of 2023,
which led the Group to pursue a more ‘regional model’.
This regional model now ensures that all employees, regardless
of their location, have easier access to OH support for
health surveillance, pre-starter medicals and quicker access
to physiotherapy, and counselling services. Some sites run
regular physiotherapy and counselling clinics on site, while other
sites have access to these services on an ‘as needed’ basis.
Many sites have mental health first-aiders already in place, and
those sites that do not have them will be looking to change this
during 2025. The purpose of a mental health first aider
(
MHFA
)
is to provide support and guidance to people experiencing
mental health issues, and to reduce the stigma around mental
health. MHFAs can help spot the signs and symptoms of
common mental health issues, provide confidential support
and reassurance, and guide the person to seek professional
support, as appropriate.
Whilst the primary Key Performance Indicators
(
KPIs
)
tend to be
lagging indicators, as shown below, 2024 saw the introduction
of several additional KPIs, such as Leadership Tours, Hazard and
Near Miss Close Out Rates, Hazards and Near Miss Reporting per
Employee, and Training Hours per Employee. These additional
KPIs have given us insight into the amount of work and input of
each site to manage health, safety and wellbeing. Utilising the
new KPIs will enable us to place additional focus on sites
or teams that require further support to improve safety
performance, offering additional support and resources
to address any gaps in safety practices.
As we look ahead, we are determined to build on the
achievements of 2024, striving to set new standards in
workplace wellbeing and safety to help deliver Zero Harm.
Together, we will continue to create a culture that
empowers our employees to thrive in a supportive
and secure environment.
Key Performance Indicators
Frequency per 100,000 hours worked
2022
2023
2024
Minor Accidents
4.35
4.04
3.79
Lost Time Accidents
0.73
0.71
0.68
HSE Reportable Accidents*
0.26
0.42
0.30
Fatalities
0
0
0
*
HSE reportable accidents are based on specified injuries and the current
seven-day absence from work requirement in the UK. Although there is no direct
equivalent in mainland Europe or the Middle East, the same definition is applied.
55
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Financial Statements
Strategic Report
People
and Culture
We are committed to enhancing the overall employee
experience through investment, driving our diversity and
inclusion strategy and introducing new ways to listen to,
and learn from, our people. We aim to create an
environment where people have a voice and are
engaged, empowered and included.
During 2024, we made significant progress in improving
our employee experience through investment in our
people and systems, and by creating a shared culture
that connects all our businesses.
Employees need to understand and feel recognised for
the part they play to achieve their full potential. In 2024,
we have focused on communication around our strategy,
purpose and Trademark Behaviours.
At Genuit, we believe that an inclusive
and diverse workforce is a competitive
advantage. By investing in, and creating,
an open and encouraging culture across
the Group that celebrates our differences,
we bring out the best in our people.
Total number of colleagues
3,200
Remuneration
Governance
Financial Statements
Strategic Report
56
Genuit Group plc
Annual Report & Accounts 2024
Shareholder Information
Listening to, and learning from, our people
Following the Your Voice feedback, in addition
to results and highlighted focus areas for
Genuit Group overall, the leadership team
within each business took ownership for their
businesses’ results and action planning.
Follow-up focus group sessions were held so
leaders could understand feedback beyond
the numbers, and create mechanisms to drive
improvements. Giving local businesses the
time, space and support to interpret results
and establish meaningful action plans creates
trust for future surveys. We want to ensure we
always have representative participation in our
employee engagement surveys, taking action
in the areas that matter most to our people.
In 2025, we plan to move into a regular survey
cycle, running a shorter pulse engagement
survey in early Q2 and a full engagement
survey later in the year. We will continue
to listen, learn, act, and measure impact
to keep delivering improvements to our
employee experience.
We will also align the results from the Your
Voice survey with feedback obtained as part
of our Board Workforce Employee Engagement
programme. You can read more about our
programme and the work of our employee
engagement Non-Executive Director on page
96 of the Governance Report.
In May, Meta announced that they will retire
our Group-wide communications platform,
Workplace, in 2025. We took this opportunity to
review our current communications approach,
listen to users, and engage with our colleagues
in the process of finding a new platform that
catered to their needs.
We work hard to connect
with all employees across
the Group. In March 2024,
we ran our first Group-
wide survey, Your Voice,
which has provided an
important new channel
for employee listening.
69%
Overall participation
Our overall engagement score is
aggregated across 4 questions:
1.
How likely is it that you would
recommend the Genuit Group
as a place to work?
2.
How likely is it that you would stay
working here if offered the same job
at another organisation?
3.
How likely is it that you
would recommend our products
or services?
4.
Overall, how
satisfied are you with working here?
Overall engagement score for the
Genuit Group: 7/10
What we did
July and
August
Understanding the landscape
– Held focus groups with HR, communications and marketing colleagues
– Collated anecdotal feedback
– Conducted a Workplace audit
September
and October
Platform demonstrations and shortlisting
November
Stakeholder scoring sessions
– Sessions held to gain colleague feedback on the top three platforms
– A total attendance of 92 colleagues across all sessions – this covered all
businesses and role types, including deskless workers
December
Communicated the review outcomes
The outcome
The review process directly engaged with employees and involved them in our decision-making.
As a result, we gained further insights and feedback, and this has enhanced our overall
communications strategy. In addition, our chosen platform has improved functionality
and is more closely aligned with our objectives. Our new communications platform is due
to launch in Summer 2025.
Overall rating: 67% of colleagues rated our chosen platform as their favourite or
second favourite
Colleagues rate having one place to go to access all applications, links and policies
as being of high importance
(
8.8/10 average score
)
The new platform can support this requirement by providing:
a dedicated hub for resources and documents
homepage quick links and menus
integration with existing systems
The new platform has a dedicated kiosk mode for shared devices, with a positive
mobile and tablet experience for workers to access information on the go
(
colleagues rated it 7.5/10 for its mobile view
)
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Promoting positivity, wellbeing
and engagement
People and Culture continued
The launch and roll-out of our Trademark
Behaviours
(
TMBs
)
has been a driving factor
in colleagues feeling connected to, and being
part of, the wider Group, and enabled them
to recognise how they contribute to our
growth and deliver on our purpose to
create sustainable living.
We work together
We take ownership
We find a better way
As outlined on page 85 of our 2023 Annual
Report and Accounts, we established our
cultural framework during 2023, engaging with
colleagues and providing them with the tools
they needed, in readiness to launch our TMBs in
early 2024. We formally launched our TMBs to
the Group in May 2024.
What we did
February
We trained the next level of managers across the Group
(
c.60 colleagues
)
April
We published the Genuit Culture Playbook, to support leaders
in communicating our culture story
May
Businesses formally launched our TMBs across the Group
August
We implemented a dedicated e-learning module for all new starters,
delivered via Workday Learning
September
We engaged c.55 colleagues in workshops as Cultural Architects,
recognising and involving people who were already role-modelling
and championing our TMBs
The outcome
Business engagement and ownership
All businesses were responsible for their own TMB launches, which gave them ownership and saw
them really engage with their people through bespoke launch events, whilst ensuring that
messaging and materials were consistent across the Group.
Building a culture of recognition
The TMBs launch enabled us to start responding to feedback from our Your Voice survey, as
well as embedding them within the Board workforce engagement sessions being held around
the Group, hosted by our dedicated employee engagement Non-Executive Director, Louise
Brooke-Smith.
Looking ahead
In 2025, we will continue to find different ways to embed the Trademark Behaviours across all our
business. As part of the Workday Talent & Performance module, in June, we launched the Workday
Feedback tool to 277 colleagues across HR and management and during 2025, this tool will be
launched to a further 1,000 colleagues.
Our ambition is for all colleagues to champion our behaviours, help drive the right culture, and
ultimately make this a great place to work for everyone.
Overall recognition score*
6.4
/
10
*
Your Voice survey, March 2024
Since the launch of our TMBs, we have
seen an increase in
peer-to-peer recognition:
– 162 individual instances of recognition
given, 1,844 reactions and 286
comments on our virtual Workplace
Call-in Wall
(
May to December 2024
)
– Physical Call-in Walls are now
installed across offices and
manufacturing sites
Workday feedback tool
330
pieces of feedback given linked to our
Trademark Behaviours
(
June to December 2024
)
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We encourage open and meaningful conversations about all aspects of diversity and inclusion
(
D&I
)
.
Our D&I strategy is focused on four pillars:
Leadership, Education, Policy & process, and Communication.
Working towards a more inclusive environment
Our D&I strategy in action during 2024
January
Launched updated maternity
and paternity policies
March
Inclusion sessions held
across our sites for International
Women’s Day, leading to
greater awareness of gender
stereotypes and commitments
being made to drive inclusion
D&I benchmarks gained
through the Your Voice survey
June
Released our podcast
for Pride month
Nuaire become official
sponsors of Pride Caerffili
August
Genuit Group sponsored
UK Pride in Doncaster and
attended with colleagues
Achieving
our D&I
strategy
September
Started working with The
10,000 Interns Foundation
to drive diversity through
our Early Careers activity
November
Held Movember Mo-ments
across the Group, and
delivered on-site and virtual
sessions to raise awareness
around men’s mental health
in partnership with Andy’s
Man Club
October
Launched the Our Genuit
Resource Hub, with a first
focus on the resources
available for Black
History Month
First Coalition in Conversation
conference, as part of the
Construction Inclusion
Coalition
(
CIC
)
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People and Culture continued
Throughout 2024, we leaned into feedback received from our
people to make sure that we create a safe place of work, not
only where they can be their authentic selves, but somewhere
they are not afraid to respectfully ask questions to learn from
one another.
As a result, there has been an increase in engagement
in our dedicated D&I group ‘Our Genuit’ on Workplace.
We also saw progress being reflected in our Your Voice
survey score for inclusiveness.
Leadership
Our leaders are key to facilitating meaningful conversations
across the Group on our D&I strategy. For International Women’s
Day, inclusion sessions were held across our sites to seek out
and correct legacy gender stereotypes in our language and
environment. Joe Vorih, Chief Executive Officer, led one of these
sessions at Polypipe Building Products in Doncaster. One direct
outcome was recognising that Polypipe Building Products had
historically only sponsored male sports teams, and Polypipe
are now proudly supporting Doncaster Belles women’s football
team for the 2024/25 season. For Movember, Tim Pullen, Chief
Financial Officer, led conversations with employees at Nuaire,
helping to break down stigma by talking about the importance
of men’s health.
Education
This year, c.70 employees in leadership positions completed
training sessions on D&I to build awareness and increase the
capability of our leaders across the Group. In Q4, we launched
a library of resources, curated by colleagues, which are
accessible to everyone. These provide additional support
and further our reach to continue to raise awareness
and understanding, highlight lived experiences and explain
cultural differences.
Alongside internal activity, we are also collaborating with our
industry peers to drive change, not just for our business, but
right across the sector. This year, as a strategic partner of the
Construction Inclusion Coalition
(
CIC
)
, we led two webinars
focused on tackling change and the power of D&I data.
Policy & process
In January 2024, we launched new family-friendly policies,
with enhancements to maternity and paternity arrangements.
We also evolved our recruitment processes, building on the
Group-wide Workday process implemented in 2023.
This included design and delivery of training for hiring
managers and a new recruitment policy, with a focus
on diversity in shortlisting, candidate alignment with our
Trademark Behaviours, and improving the quality and
inclusiveness of the candidate experience.
We are already starting to see the impact of these changes
in terms of attraction and hiring, as c.13% of our new hires in
2024 were from a non-white background
(
our overall current
workforce percentage as at 31 December 2024, was c.3.4%
)
.
Communication
In 2024, we aligned all D&I topics under one ‘Bring Your Whole
Self’ campaign across the Group, to link all awareness
campaigns and activity back to our overall D&I ambition.
Inclusiveness
8.2
/
10
At Genuit Group, people of all backgrounds
are accepted for who they are.
Communications
7.9
/
10
Your Voice survey score for colleague awareness
of Genuit’s Diversity & Inclusion ambition.
Openness
7.7
/
10
Your Voice survey score for managers communicating
honestly and openly with colleagues.
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What we did
Our D&I Working Group received feedback
that people were not always sure about the
right thing to say, or how to ask questions
respectfully, especially around LGBTQ+
matters. For Pride month, we created an
anonymous ‘How do I ask?’ forum, open to
all employees, and we received a variety
of questions on pronouns, the LGBTQ+
community and how to be an ally.
These questions were answered through
an hour-long educational podcast where
Layla Young, HR Director of Sustainable
Building Solutions, interviewed Jenny
Dewsnap, Chair of Doncaster Pride.
Creating a safe space to
ask questions and learn
Individual questions
submitted
42
This is now a resource that remains available
to all employees, to help raise awareness
and to help approach topics respectfully.
In addition to the podcast, we also created
short videos covering the most popular
questions, raising awareness and educating
across a range of topics. This podcast and our
videos were shared externally and across our
Construction Inclusion Coalition partners, to
elevate D&I awareness across the industry.
Our colleagues openly shared their feedback
and key takeaways from Pride month via our
Workplace community, and we are proud of
how impactful our initiatives were to so many
of our colleagues across the Group.
Some direct colleague feedback
is included below:
Click or scan to
watch the full
podcast via our
YouTube channel
“My biggest takeaway is to not
be afraid to have open
conversations as it provides
opportunities to continually
learn from those around me.”
“I love the fact that
I am allowed to be
myself at work.”
“I thoroughly enjoyed
the interview. There is a
lot of good information
there. As a trans woman
I would encourage
others to watch this.”
“My daughter is gay and for the
first time I feel less fearful for how
society perceives her. As a parent,
I had a zillion questions but never
asked. You did it for me. I have
a massive smile on my face
because not only can she take
her own self wherever she
goes, so can
I.”
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Investing in building careers
In our Your Voice survey, colleagues recognised that there
were opportunities available to them for learning and
development; however, in some areas, they were seeking
clarity on possible career paths and progression. Work has
already started on ways to define and communicate clear
career pathways for colleagues, and we hope to see the
impact of this in our 2025 survey.
We made progress during the year to continue investing in
our people and developing our workforce, which includes:
– the launch of Workday Learning;
– achievement of Gold Member status with The 5% Club
one year ahead of plan, with c.18% of employees in
recognised Earn & Learn programmes across several
levels and disciplines;
– aligning our talent development to a levelled leadership
model, to offer the right development opportunities;
– 44 of our Genuit Leadership Team taking part in the
Genuit Leadership Programme; and
– 105 internal promotions this year, 30% of which were female.
We also established ‘Leadership Fundamentals’ training
modules to support the delivery of processes for
Performance Management, Mentoring and Recruitment.
This will expand to include Absence and Change in 2025.
During 2025, we will continue investment as part of The 5%
Club, expand our e-learning catalogue on Workday Learning,
and complete a further two cohorts of the Genuit Leadership
Programme.
Inspiring the next generation
Our Early Careers Programme is continually evolving and
expanding to meet our current and future requirements.
Our attraction campaigns gained fresh momentum this
year and we commenced a Graduate Programme in Q3 2024,
with a further intake planned for 2025. We also started working
with The 10,000 Interns Foundation to drive diversity through our
Early Careers activity, and in 2025, we will expand our overall
offering with summer internships. As at the end of 2024, 33%
of our Early Careers colleagues have a diverse characteristic.*
By 2026 we are aiming for
1 in 3
Early Careers colleagues who
have a diverse characteristic
“I chose Genuit Group’s Early Careers
Programme for many reasons, including
the Group’s culture, momentum towards
continuous improvement and sustainability,
and the varied and interesting areas that the
placement rotations offer.”
Rosie James, Graduate
“Everyone has been very open to giving each
of us an equal opportunity to showcase our
skills and knowledge. They’ve also allowed
us to bring out the best in ourselves, in our
own way.”
Surinder Chana, Graduate
Genuit Leadership Programme
(
GLP
)
The GLP is focused on strengthening core leadership
capabilities, equipping leaders to inspire their teams
and deliver on our strategy for growth. The programme
is delivered through a leading consultancy, Peoplewise.
Feedback from colleagues has been positive, and it has
given a further channel for collaboration across our
businesses and functions, which, in turn, is bringing
together more diverse backgrounds and perspectives.
People and Culture continued
*
A diverse characteristic is one or more of the following: non–male gender or
gender identity, non-white ethnicity, a declared disability, being from a low-social
income home or non-heterosexual.
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Delivering an improved and consistent employee experience
Continued roll-out of Workday, our people platform
We launched Workday in October 2023 as the single source
of people data across the Group. We want to equip our HR
teams with the right tools: to hold consistent and accurate
data, drive efficient processes, and empower informed
decision-making.
During 2024, we switched on additional functionality, enabling
all Genuit Group colleagues to access more from one place.
Workday has also assisted in helping to drive our D&I activity,
giving us a deeper understanding of our people and how
best to support them. We have seen improvements in terms
of both potential candidates and existing colleagues sharing
their D&I data with us. Some of this data includes:
– an overall reduction in the level of ‘Prefer not to say’;
– the number of people who shared their ethnicity
and sexual orientation is up by 5%; and
– D&I data for overall new hires in 2024: c. 13% non-white,
above the percentage in the overall organisation.
During the year, we launched Workday Learning as part of
our Workday roll-out strategy, improving the overall user
experience and accessibility – with 2,000 employees having
completed over 11,000 training modules through the platform
since the launch. The tool provides employees with access
to a broader range of learning content, as well as providing
better visibility and autonomy for people managers in
keeping track of any outstanding training deadlines and
upcoming courses for their direct reports. This has improved
e-learning engagement and increased the range of learning
content available, with the tool currently housing 1,140 pieces
of e-learning content.
Launching a new Genuit Group Pension Scheme
with Legal & General
We want to fully support our colleagues through their savings
journey to retirement, through simplified information,
communication and processes. In 2023, we conducted a
detailed review of all workplace pension schemes within the
Group, working with an independent advisor. We assessed
the quality of schemes and the overall support offered
to colleagues.
As a result, a new Group scheme was launched with Legal &
General from 1 July 2024, enabling us to consolidate 10 different
pension schemes into one consistent scheme for all Genuit
Group employees.
As part of the launch, 65 face-to-face pension presentations
were delivered to over 1,000 employees across 10 sites, in
collaboration with our pension advisors, Secondsight, and seven
online webinars were delivered to ensure that employees were
provided with as much information as possible. In addition, we
created a dedicated Pensions Hub on our Workplace platform,
which included resources and useful links. We also wrote to
employees, providing a personalised comparison of the old
and new schemes.
As a result of this engagement, c.1,400 employees took the time
to find out more about the changes and learn more about
their pension.
Following this additional engagement, benefits have been
realised for employees including 59% of pension members
now receiving an enhanced employer pension contribution
compared to their previous scheme, introduction of salary
sacrifice for contributions, and an overall simplified approach
to the management of pension schemes. Employees from
Sky Garden and Omnie & Timoleon were also onboarded
onto the scheme and became eligible from 1 November 2024.
Meeting our employees where they are
With many of our employees being factory-floor workers,
we are focused on improving the accessibility of systems
like Workday. During 2024, we introduced shared kiosk
devices in our larger manufacturing sites, and businesses
have also taken the lead on creating dedicated
e-learning and wellbeing hubs.
Workday Talent & Performance
In June 2024, we launched our Talent & Performance module for
c.270 colleagues. This has given individuals and managers
greater ownership of objective-setting and performance
reviews. We plan on rolling this module out to a further
1,000 colleagues during 2025.
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Engaging with our stakeholders
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.
Our key stakeholders
Our key stakeholders are integral to the Group’s long-term
strategy. The Executive Management Team is responsible
for ensuring that their needs form part of everyday
decision-making on behalf of the Board. Using the feedback
received 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.
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.
Read more – page 69
Suppliers
Creating and maintaining
long-standing, ethical and
reliable relationships.
Read more – page 68
Read more – page 65
Read more – page 66
Shareholders
Creating a competitive advantage
to generate long-term value for
our shareholders.
Read more – page 67
Together,
we create
sustainable
living
Employees
Creating an environment that is
diverse, inclusive, and offers
a great place to work.
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Engaging with
our employees
Challenges:
Employee understanding and buy-in of new
processes and systems as part of the GBS
roll-out. Establishing Group versus local
business priorities in response to the
results of the engagement survey.
How we engage:
Engagement is varied and includes focus groups, enabling informal chats with Managing Directors,
holding quarterly 'town halls' led by senior leadership teams and conducting dedicated training days.
We utilise Workplace by Meta and use notice boards in common areas, as well as conducting periodic
employee engagement surveys. During the year, we focused on health and wellbeing, with members of
our Occupational Health team attending an Executive Sales Conference within one of our Business Units.
Key topic
Outcome
Group-wide employee
engagement survey
Results were shared to enable priorities to be set at
Group and local level to directly target areas for
improvement, including recognition schemes, further
learning and development
(
L&D
)
opportunities and
updates to policies, both in individual businesses
and across the Group
Equitable access to our people
platforms, including L&D,
communication and our HR Information
Systems
(
Workday
)
Engagement roadshow to our businesses to identify
challenges within our methods of communication.
Implementation of shared devices, using colleague
engagement hubs, and additional opportunities for
L&D through continuous improvement initiatives
Raising awareness outside
manufacturing sites of the importance
of physical and mental wellbeing
Raising awareness included providing mini
health-checks, guidance on wellbeing, access to
counselling, and tips on ways to improve physical health
Bridging the Genuit Business System
(
GBS
)
strategic initiative from concept
to practice
Through training and improved communication tools,
we further embedded GBS across the Group to work
towards establishing a world-class lean culture
at Genuit
Value:
Improved engagement and retention rates.
The upskilling of employees, positioning us for
future growth. Improved overall health and
wellbeing, thereby reducing sick rates and
injury risk. Targeted areas for improvement as
a result of the survey. Further embedding of GBS.
We continued to engage directly with employees
on our journey to embed GBS across all
our operations and functions.
During the year, we made considerable progress
in its implementation. We hosted four GBS
orientation sessions, training approximately 100
people and 88% of the Genuit Leadership Team
(
GLT
)
, and increased our kaizen activity, providing
both results and case studies to better understand
GBS. We focused on our leaders and conducted
a mock-kaizen at our annual Genuit Leadership
Conference to demonstrate the effectiveness
and simplicity of a kaizen, and hosted numerous
strategy deployment sessions.
We also worked closely with our communications
and Information System
(
IS
)
teams to establish a
dedicated communications plan, including the
launch of GBS videos to help relay the story and
vision of GBS to employees and other material
stakeholders, and launched our GBS intranet site
documenting ongoing events and sharing tools
and learnings across the Group.
Click or scan here for
more information
about GBS at Genuit
Group
Upskilling and empowering employees in the
deployment of the Genuit Business System
Some examples of the new tools learned
and practiced through kaizen events as we
continued to upskill our employees during the
year across the Group include:
Adey
Value Stream Mapping
Nuaire
Leader Standard Work
Polypipe Building Products
Kaizen Facilitation & Process Development
Polypipe Building Services
SMED & Process Development
Polypipe Civils & Green Urbanisation
Total Preventative Maintenance, Sustainability
Impact & Value Stream Mapping
Polydeck
Process Development
Sustainability function
Process Development & Sustainability Impact
IS function
Process Development
Effective execution and upskilling
will develop our employees,
materialising into increased
shareholder value.”
Pete Kalet, Group Head of GBS
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Engaging with
our customers
Challenges:
Addressing stormwater and sewer overflow
challenges and understanding what solutions
customers require to solve installation
problems, including speed and system
integrity. Adapting to regulatory changes
and customer cash flow challenges as
they manage higher interest rates.
How we engage:
We engage with industry bodies such as the Future Homes Hub, where our customers are similarly
represented, and hold regular customer meetings with end-customers, merchants, social housing
groups, national house builders and water companies. We also interact with the technical and innovation
teams of our customers. We attend industry dinners and, for some, hold quarterly review meetings.
We provide support and collaborate to create the solutions our customers need, through engaging
across our entire supply chain. We are improving our synergy selling capabilities across the Group to
continue to provide a wide range of climate-related solutions.
Key topic
Outcome
Focus on sustainability, including
the impact of climate change,
Environmental Product
Declarations
(
EPDs
)
and
improved sustainability ratings
Holding face-to-face meetings and interacting with
technical and innovation teams allows us to provide
innovative solutions to customers, drive EPD creation to
include key products, and provide reliable carbon data
Increasing housebuilding in a
challenging demand environment,
including costs, labour and
supply-chain adaptability
Providing solutions such as Stax, MecFlow Press, the
relaunch of MecFlow Fusion and working with new
customers in the MMC sector to lift the basket of goods
supplied and gain added value, in addition to providing
support with cash flow and cost management challenges
Understanding the impact of pending
regulatory changes, such as The Future
Homes and Buildings Standards, and
preparing for compliance
Engaging with customers
(
such as housing developers
)
to provide innovative and adaptive solutions, for
example, underfloor heating replacing steel radiators,
widespread adoption of MVHR in residential
developments, or blue-green roofs and innovation
products such as swift bricks and bat boxes for
biodiversity net gains
Value:
Engagement empowers us to create better
solutions by working jointly with the supply
chain, culminating in long-term relationships
and growth for Genuit. Increase in
barrier-to-entry value-add solutions sales,
making us more flexible and well-positioned
to address customer needs.
Polypipe Building Services
(
PBS
)
identified an
opportunity to partner with Elements Europe, a
leading modular manufacturer. This collaboration
streamlined the Elements Europe supply chain
whilst opening a new market for PBS and synergy
sales across Genuit. Cross-functional teams
leveraged GBS tools like A3 problem solvers, Voice
of Customer, and Value Selling, with Genvue CRM
ensuring effective tracking. Despite challenges in
product development and in gaining technical
approval, PBS adapted quickly, delivering a
tailored solution. Early feedback was highly
positive, with Elements Europe praising PBS’s
understanding and partnership approach.
With the initial orders secured, PBS is positioned
for long-term growth and further expansion
of its solution-selling strategy.
During the year, Adey embarked on a project to
reduce the carbon used in producing, packaging
and transporting products. Through extensive
research using the Voice of Customer tool, and
consultation with key merchant customers,
Adey launched its new, and more sustainable
packaging. This resulted in several benefits for not
only Adey, but also the customer, the supply chain
and the environment. This will result in annual
savings of 72 tonnes of carbon emissions,
reduction of 128 gallons of fuel, 3 tonnes of paper,
and a reduction of 5.5 tonnes of plastic.
This initiative not only created value for Adey,
but strengthened partnerships and secured
long-term business growth.
Elements Europe:
value-added partnership
Driving sustainability
and customer value
Polypipe Building Services Advantage
brings value-added solutions to
save time, increase productivity and
enhance the assembly processes in
the Elements Europe factory setting.”
Andy Cullum, Managing Director,
Polypipe Building Services
Tonnes of carbon emissions saved
72
Engaging with our stakeholders continued
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Engaging with
our shareholders
Challenges:
Navigating a changing market with
regulatory developments and continued
high interest rates. Understanding the value
of GBS in the future outlook of the Group.
Building confidence in the UK market and its
growth position over the next five years.
How we engage:
We conduct investor roadshows following our full year and half year results, hold our Annual General
Meeting each year, and conduct ad hoc investor meetings as required. During the year, we visited
non-UK investors across the USA, Helsinki, Copenhagen, Frankfurt, Paris and Jersey. Site visits were held
at Doncaster, Caerphilly and Gloucester for our analysts to demonstrate the effectiveness of GBS.
During the year, we also launched a new website to improve access to up-to-date information
and drive engagement further, and our Chair offered our top ten shareholders the opportunity
to meet with him to discuss the Company's progress against its strategy.
Key topic
Outcome
Understanding how GBS works, is being
deployed, and will create value
Site visits held to see GBS in action, showcasing the pace
of improvement across the Group. Updates to our GBS
communication materials, including videos and the
inclusion of case studies in financial results
Feasibility and opportunity for Genuit
with the UK government's commitment
to delivering new housing targets,
regulatory changes in the water
sector and readiness for the
Future Homes Standard
Updates on the content, timing and impact of the
upcoming Future Homes Standard on the Group,
including ways in which we are engaging with customers
in preparation. Additional information on Genuit's role in
helping to manage the next water budget cycle, aimed
at solving the sewer overflow issues, giving
confidence to shareholders
The Group's route to its medium-term
margin targets and management
of performance in the face of
a challenging macro outlook
Evidence of growth through the Group's M&A agenda
and the successful acquisitions of Sky Garden and
Omnie & Timoleon, as well as organic growth and
operational efficiencies through the rationalisation and
deployment of GBS
Value:
Increased shareholder confidence in the
strategic goals and outlook of the Group,
leading to increased levels of investment,
both overseas and within the UK.
Retention of a strong register of highly
supportive investors, and consistent
dividend payments.
Site visits and external communications
Preparation in readiness for
the Future Homes Standard
In readiness for the Future Homes Standard, we
worked alongside Barratt’s technical committees
to align Polypipe’s underfloor heating system
with Vaillant’s Air Source Heat Pumps
(
ASHPs
)
.
Through a series of workshops, we conducted
heat loss calculations, zoning strategies, and
flow rate optimisation to ensure peak efficiency.
The commercial discussions focused on cost-
efficiency, installation timelines, and compliance
with the Future Homes Standard.
By working closely with Barratt Homes and
our partners, we successfully delivered:
significantly reduced carbon emissions, aligning
with the UK’s 2050 Net Zero goals;
a future-proofed, sustainable heating solution,
ensuring compliance with the upcoming Future
Homes Standard; and
zoned heating control for enhanced comfort
and energy efficiency.
Sharing details of this customer engagement with
our shareholders demonstrates and reassures
them of the Group’s ability to collaborate, innovate
and deliver scalable, future-proof heating solutions,
while responding to changing regulations.
Total investor meetings held
during the year
267
During the year, we hosted further site visits for
our analysts at Adey, Polypipe Building Products
(
Neale Road site
)
and Nuaire, led by our Group
Head of GBS, Chief Financial Officer, and key
members of the local teams, to demonstrate the
progress of the implementation of GBS and its
effectiveness across our businesses. We also
launched additional GBS materials through videos
and related communications to share more detail
about its benefit to our business. Our new website
included a section dedicated to GBS and better
showcased details of our strategy to make it easier
for our investors follow our progress.
Click or scan
here to watch
our introduction
to the Genuit
Business System
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Engaging with
our suppliers
Challenges:
Geopolitical events and natural disasters,
creating more disruption for suppliers. Lower
demand and increased costs, with
expectations of credible sustainability data.
Depressed market driven by low-cost
imports from the USA.
How we engage:
Supplier relationship and performance management
(
face-to-face
)
meetings are one method
of engagement, and we hold these frequently with key suppliers and as necessary in relation to
intelligence or post-events where intelligence is not available. These are supplemented by virtual
meetings as necessary and ad-hoc engagement as required. We collect new supplier credentials
through onboarding processes and assure ourselves of their ethical behaviours, sustainability
and creditworthiness. We conduct one-to-one meetings with suppliers on sustainability issues,
with a clear focus on climate change.
Key topic
Outcome
UK and European PVC suppliers faced
challenges largely due to a persistently
depressed market, driven by low-cost
imports from the USA, prompting
the UK Government to conduct an
anti-dumping investigation into
the USA imports
The Group built in protections against both pricing
volatility and any future levies by strategically contracting
PVC supplies with agreed fixed-pricing mechanisms and
guarantee of supply. We engaged with the Government
anti-dumping investigation, providing both supporting
documentation on the PVC UK supply landscape and
information in respect of the potential effects on both
our businesses and the wider construction industry
Geopolitical events causing global
shipping constraints and limitations
due to sanctions
We conducted specific supplier meetings on the topic,
extended lead times, covered H2 demand with forward
orders and mitigated supply risk through finding
alternative sources in other geographical regions
Impact of low demand, coupled with
a growing demand from customers
for product and sustainability data
Working with key suppliers to support data requirements
to give clarity and priority, plus the further development
of long-term agreements to give some surety of
demand
Value:
Realised annualised savings and mitigated
risk. Improvements in supplier relationships,
better understanding of requirements,
removal of waste, and improvements to
supplier delivery performance. Working
capital improvements through inventory
reduction. Uplift in volume of EPDs.
We have greater communication
and trust with our suppliers when it
comes to material being delivered
and the product trials we conduct.”
Adam Pointon, Group Materials
Development Manager, Genuit
During the year, the prices of recycled material and
its availability, quality and consistency were all
variables that fluctuated, providing a challenging
environment for sustainability practices.
This highlighted the importance of having an
established supply chain with trusted suppliers
providing us with product quality and consistency.
Building on our efforts during 2023, during the
year, we continued our supplier site visits, provided
more detailed material specification sheets and
onboarded new suppliers to help expand our
supply chain. To further improve our relationships
with our suppliers, we invited them to visit our sites
during material testing and trials, enabling them
to contextualise our manufacturing conditions
and witness our processes for testing
and manufacturing.
One example of the outcome of this engagement
was successfully finding a recycled material grade
for a product that had historically been a
challenge. Following the onboarding of a new
supplier and completion of the above, this product
will now be manufactured with 50% recycled
material, having previously been manufactured
from 100% virgin material, helping us continue
towards achieving our recycling targets.
This engagement has provided benefits for both
the Group and our suppliers, as we each now have
a greater understanding of the other's processes,
and our suppliers continue to collaborate with us to
provide advice on how best to process the material
we purchase, resulting in higher-quality products.
Recycled material
supplier optimisation
Engaging with our stakeholders continued
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Engaging with
our communities
Challenges:
Cost of living challenges within local
communities, job losses and reduced
education opportunities. Continued
focus on the impact of climate change
on our environment and the pace of
changing regulations and the need
to educate communities.
How we engage:
We engage directly within our local communities through local trusts, creating opportunities for students
to develop their business knowledge and learn entrepreneurial skills, including leadership and business
modelling. We host environmental tidy days and educational initiatives teaching about heating,
engineering and the reduction of carbon emissions. We collaborate with local colleges, support charities
and provide sponsorship for local schools, community groups, and sports teams. We also engage
through updates on LinkedIn and attend conferences to share information on social inclusion to reinforce
and support community understanding of the importance of inclusion.
Key topic
Outcome
Diversity and inclusion within the
workplace and construction industry
Became a strategic partner of the Construction Inclusion
Coalition
(
CIC
)
. Delivered webinars, led the first CIC
conference and presented its approach to measuring
impact, and shared our best practice with the
construction sector. Participated in Pride and
International Women's Day and created a Genuit
employer brand
Improving the standard of education
and the pipeline of students moving into
employment
Attended a job fair held by a local competitor that was
closing its site and were able to offer employment to 12
employees. Regular hosting of work experience
programmes for local secondary school children,
creating a pipeline of work-ready students with
engineering and digital specialisms
Impact of climate change and the ways
in which Genuit helps to mitigate
Participated in sessions at climate events and within local
groups, such as scouts, to educate on excessive water
use and city stress from over-heating, cooling and water
Value:
Reducing the impact of our activities on the
environment. Genuit brand awareness and
development of reputation. Nurturing the
next generation and improving recruitment
opportunities. Increase of young talent
in graduates and apprentices.
The Chartered Institution of Building Services
Engineers
(
CIBSE
)
created a Resilient Cities Special
Interest Group, chaired by one of our employees.
Engaging in this way enables the Group to discuss
blue-green solutions with confidence, based on
the research roof findings. This also opens doors
to other industry activities such as white paper
consultations, hosting site visits, draft legislation
and inputting into the Biodiversity Net Gain
(
BNG
)
Road Map to inform and guide legislators, given
that BNG is a mandatory requirement for housing
at the planning stage. This engagement assists
in developing the Genuit Group brand within
our communities, with regulators and across
our customer base, sharing the message that the
Group does not solely manufacture recycled pipes,
but also provides blue-green solutions, ventilation
and low-carbon solutions.
Polypipe Civils & Green Urbanisation
(
CGU
)
teamed up with Woodlands Academy to
support the school’s fundraising campaign to
visit Oegstgeest and the Corpus Science Museum
in the Netherlands, as part of their GCSE studies.
Woodlands Academy is a specialist secondary
school for pupils with social, emotional and mental
health needs, which provides a personalised
curriculum to prepare students to be successful
and confident young adults. The trip is self-funded,
but many pupils coming from deprived
backgrounds are not in a financial position to pay
for the trip, so Polypipe CGU organised fundraising
to cover the costs. The team welcomed students
and staff to the Horncastle site for a community
litter pick, for which their hard work was rewarded
with a donation towards their trip.
Our Middle East Director for Civils, Green
Urbanisation & Network Solutions, Lina Abolail,
participated in the Economist Intelligence
Corporate Network for the Middle East and North
Africa Annual Conference in Dubai. Lina was part
of a panel discussion at the event titled 'Preparing
for Climate Change and Extreme Weather Events',
sponsored by Watania Takaful.
The event provided a valuable platform for industry
leaders to exchange knowledge and strategies
on addressing the challenges posed by extreme
weather events. Lina shared our commitment
to proactive risk management and sustainable
stormwater management solutions in urban
environments. These insights highlighted the
importance of collaborative efforts in enhancing
resilience and contributing to a more resilient future.
Engagement within the research space
Local community
initiatives
Education across
the industry
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Section 172 statement
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
(
s172
)
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
1
The likely consequences of any decision
in the long term
4
The impact of the Group’s operations on the community
and the environment
– Purpose and business model
– Strategy
– Principal risks
– Sustainability
14
15
75
30
– Purpose
– Greenhouse gas emissions
– Sustainability
– TCFD
2
38
30
42
2
The interests of the
Group’s employees
5
The desirability of the Group to maintain a reputation
for high standards of business conduct
– People and culture
– Health, safety and environment
– Stakeholder engagement
– Employee engagement
56
54
64
65
– Health, safety and environment
– Whistleblowing
– Internal controls
– Risk management
– Non-financial and
sustainability statement
54
122
120
75
74
3
The need to foster the Group’s business relationships
with suppliers, customers and others
6
The need to act fairly as between members
of the Company
– Business model
– Strategy
– Non-financial and
sustainability statement
– Stakeholder engagement
14
15
74
64
– Stakeholder engagement
– Dividends
– Strategy
64
125
15
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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.
The Board uses varying methods of engagement,
depending on the stakeholder, to ensure that it is
fully informed of their needs. These include but are
not limited to: press releases, announcements,
roadshows, site visits, surveys, one-to-one contact,
newsletters, forums, emails, videos and town hall
leadership sessions.
Key decisions in 2024
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
the success of the 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
that are expected to have a positive outcome
and minimise those which may have a
negative impact. This allows for detailed and
thorough discussion at meetings, enabling
a considered, informed and balanced
approach to decision-making. In performing
their duties during 2024, 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.
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Approval of acquisitions
Appointment of a joint broker
Context
In line with the Group’s long-term strategy
for growth and purpose, the Board approved
the acquisitions of Sky Garden and Omnie &
Timoleon during 2024, having prioritised and
considered the long-term consequences of
these acquisitions on its stakeholders.
Employees
A key priority during the decision-making
process was to ensure that the employees of
both the acquired and current businesses
into which they were integrated would be
supported, to ensure an efficient and
effective onboarding.
Shareholders
The Board considered the potential synergies
and financial benefits of the acquisitions in
the context of the Group's strategy, as well as
the environmental credentials of the target
businesses. It also considered the benefit the
acquisitions would bring to shareholders
in terms of the long-term growth of the
enlarged Group and potential returns.
Customers
It was key to the decision-making process
that the acquired businesses would provide
further synergies and increase the portfolio
of products and solutions available to
our customers.
Communities
The Board considered the impact of the
additional sites and operations in the context
of climate change and local communities.
Outcomes and impact
The Board approved each acquisition and
Sky Garden and Omnie & Timoleon joined
the Group in August 2024.
Context
Following the merger of Deutsche Bank and
Numis, the Company’s joint brokers, it was
proposed during 2024 to appoint a second
broker to ensure that the Company
continued to receive appropriate advice
and coverage.
Shareholders
The Board considered the impact any
change in appointment may have on
shareholders and ensured the appointment
aligned with their interests, both in effective
credentials in communicating effectively
with the markets and offering in-depth
market knowledge and insight to
shareholder perspectives. The Board also
considered the timing of the tender process
to ensure that it did not coincide with key
dates in its financial calendar.
Outcomes and impact
The Board considered the benefits of
appointing a new broker following the
merger, to improve diversity of perspective
and access to information. They approved
the tender process timetable and gave
authority to the Executive Directors to
proceed with the proposed tender process.
The Board were kept up to date on progress,
and approved the proposed appointment of
J.P. Morgan Cazenove, who were appointed
on 1 August 2024.
s172 considerations
1
2
3
4
5
s172 considerations
1
2
3
4
5
Read more – pages 16 to 19
Section 172 statement continued
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Approval of five-year plan
Approval of four key strategic workstreams
Context
During 2024, the Group undertook a detailed
bottom-up approach to our five-year
planning cycle with each of the Business
Units and Group functions, submitting outline
plans for 2025 to 2029. This provided a longer
planning horizon for the businesses than the
annual budget cycle, so that colleagues
considered broader topics such as product
road maps, operational footprint, and
emerging market trends.
Shareholders
The Board considered the outcome of the
five-year plan on long-term shareholder
value and the future prospects of the Group,
in addition to satisfying the alignment
with the Group's Sustainable Solutions
for Growth strategy.
Employees
Employee structure and future outlook was
considered, along with the intention to
develop and grow talent to continue
to support the Group's organic and
inorganic growth.
Customers
The views of customers were considered by
the Board as part of the five-year bottom-up
review to ensure that sufficient consideration
had been given to innovation, surety of
delivery and supply of quality products.
Suppliers
The ability to obtain raw materials and PVC
was a critical part of creating the five-year
plan, in addition to considering suppliers
in respect of continuity of supply and fair
pricing. The Board considered this as part
of its review.
Outcomes and impact
The Board approved the Group's five-year
plan at its meeting in October 2024.
Context
During the year, the Board took part in its
annual strategy day which included
presentations from key members of the
leadership team on certain key strategic
workstreams, identified with a view to
accelerating growth-in-growth sectors,
in addition to considering those in their
infancy but with greater potential.
Shareholders
The Board considered the potential for
long-term growth in the execution of the
strategic workstreams, potential revenues
and associated risk.
Customers
The challenges that customers experience
as we transition to low-carbon energy,
added value services, and the Group being a
solutions provider were evaluated by the
Board as part of these workstreams.
Employees
The Board considered the opportunities
for the growth and development of current
employees, in addition to the scope for
potential acquisitions and onboarding
of new employees as a result.
Communities
Implementation of these workstreams
in local communities
(
such as through
additional job roles
)
, in addition to the
impact on our sustainability data and
carbon reductions, were considered
by the Board.
Outcomes and impact
The Board approved the four key strategic
workstreams as being aligned with
the Group's Sustainable Solutions for
Growth strategy.
s172 considerations
1
2
3
4
5
s172 considerations
1
2
3
4
5
Read more – pages 15 to 21
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Non-financial and sustainability
information statement
The following table, in addition to our TCFD Report on pages 42 to 53,
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. 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 polymers.
Our business model
14
Non-financial KPIs
22
TCFD
42
Sustainability and net-zero transition plan
40
Principal risk 6 – climate change
81
Employees
Talent development
Developing apprentice
and graduate careers
Diversity & Inclusion ambition
Health and safety
Culture and behaviours
As part of its efforts to consolidate and promote a healthy culture, the Group places its 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, as can be seen from initiatives such
as the Graduate Scheme, our Apprentice programme, our Genuit Leadership Programme
and our Gold membership of The 5% Club.
People and culture
56
Health, safety and environment
54
Stakeholder engagement
64
Principal risk 8 – recruitment and retention
of key personnel
82
Principal risk 11 – health, safety
and environmental
84
Governance and culture
98
Social matters
Developing sustainable solutions
The Group is committed to carrying out its business responsibly and ensuring that 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
64
People and culture
56
Human rights
The Group has a standalone Human Rights Policy and 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. The Group has a supplier onboarding process for new suppliers, which includes
requiring suppliers to sign up to our Supplier Code of Conduct and Sustainability Code of
Conduct and that they conform to ethical working practices and to confirm they are aligned
with our environmental targets. The Group also has a Diversity Policy which is reviewed and
approved by the Board on an annual basis.
Nomination Committee Report
106
Stakeholder engagement
64
Principal risk 2 – raw materials supply
and pricing
78
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, and periodic audits of compliance with
the policy are carried out by the Internal Audit Function.
Audit Committee Report
116
Principal risk 10 – breach of legislation
83
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Principal Risks and Uncertainties
Effective risk management is fundamental
to our strategy and performance. Our ability
to identify, assess and effectively manage
current and emerging risks is critical to how we
position the Group to create value in the face of
uncertainty whilst delivering positive outcomes
for all our stakeholders on a long-term,
sustainable basis.
Risk management framework
Risk management is integral to our Group and in achieving our
strategy. Our risk management framework makes sure that we
manage risks in a simple, consistent and structured way. It helps
us achieve our goals, deliver our strategy, support our business
model and protect our assets, whilst delivering positive
outcomes for all our stakeholders on a long-term, sustainable
basis. We align our risk management activities with our strategic
framework, business planning and performance management.
This helps integrate risk thinking into key decision-making areas.
Risk management governance
The Board has overall responsibility for risk management
and for maintaining a robust risk-related internal control
environment. It is responsible for determining the nature and
extent of the principal risks that the Group is willing to take in
achieving its strategic goals. The amount of risk is assessed
within the context of our strategic priorities and the external
environment in which we operate, and is referred to as our risk
appetite. 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. To support the
Board, the Risk and Audit Committees provide essential
oversight and assurance. The Risk Committee specifically
reviews the effectiveness of risk management and internal
control processes throughout the year. At the strategic level, this
top-down evaluation of risks ensures that our risk management
is focused on the principal risks facing our business and
considers our key risks across the Group in aggregate,
as well as seeking to identify emerging risks.
The Risk Committee
(
comprising the Executive Management
Team and chaired by the Chief Financial Officer
)
is accountable
for the effective management and reporting of principal and
emerging risks across the Group. It also monitors the operation
of our risk-related internal control environment. The Head
of Internal Controls is responsible for supporting the Risk
Committee in co-ordinating our risk management activities
and embedding risk management and risk-related
internal controls across the Group’s operations, culture
and decision-making processes.
At the operational level, the day-to-day management of risk is
embedded within our businesses and is integral to the way the
Group conducts business. This bottom-up approach ensures
that potential risks are identified at an early stage and are
escalated appropriately. Ownership of operational risks resides
within each business and Group function through designated
risk owners, with risks managed at source, and appropriate
mitigations
(
including risk-related internal controls
)
put in place.
The Business Unit and Group function risk owners each maintain
a detailed risk register, which are regularly reviewed by the Risk
Committee. Significant and emerging risks are formally reported
to the Risk Committee at least every six months. Internal audit
acts as an objective assurance function by evaluating the
effectiveness of our risk management and internal control
processes, through independent review and rotational testing.
Through this approach, the Group operates a ‘three lines
of defence’ model of risk management, with operational
management forming the first line, the Risk Committee and
other assurance roles forming the second line, and finally
internal audit the third line of defence.
Risk rating and appetite
The Board determines our risk appetite, which is at the core
of our risk management approach, guiding our business
planning, decision-making and strategy execution. The Group’s
risk appetite is reviewed annually as part of the strategy review
process and approved by the Board, and is embedded within
our policies, procedures and risk-related internal controls.
We regularly review our risk appetite using a risk dashboard
with key risk indicators
(
KRIs
)
for each principal risk, and specific
tolerances to help us assess whether our risk exposure aligns
with our appetite or could threaten the achievement of our
strategic goals. These risk indicators are a mixture of leading
and lagging indicators, with forecasts provided where available,
which inform discussions at the Risk Committee.
Whilst our risk appetite may vary over time and during the
course of the cycle, we maintain a balanced approach
to achieve long-term, sustainable value. During the year,
we have formally reviewed our risk appetite and
established clear risk appetite statements, tolerances
(
low, medium or high
)
and treatments
(
reduce, maintain
or increase
)
for each principal risk.
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Principal Risks and Uncertainties continued
Risk management process
The Board continually assesses and monitors the Group’s principal and emerging risks. The Group has developed a risk management framework to identify, assess, manage and report the
various risks that it faces. This process is as follows:
Top-down
Identifying, assessing, managing and reporting risk at Group level
Group risk register
contains the aggregated Business Unit and Group function risks, which contribute to the Group's
principal and emerging risks, and is maintained by the Risk Committee
Business Unit and Group function risk registers
contain the granular and specific risks associated with each Business Unit and Group function,
which contribute to the Group risk register. Maintenance of these registers is the responsibility of each
Business Unit and function head, and they are reviewed at least annually by the Risk Committee
on a rotational basis
Identifying, assessing, managing and reporting
risk at business level
Bottom-up
Principal risks and uncertainties
those that could have a material impact on the Group’s performance and
prospects, net of mitigating activities
Emerging risks
those that could potentially significantly impact our industry and/
or our Group; these are evolving and often new, and thus are not fully
understood in terms of impact and/or likelihood
Risk
identification
Risk
response
Risk
monitoring
and
reporting
Risk
assessment
Risk
management
process
As part of the risk assessment process, risks are analysed, allocated owners, scored for both impact and probability to determine the exposure for the Group, prioritised, assessed for
what mitigating actions are required, and updated at least every six months. KRIs are monitored to ensure that the Group identifies any changes to these risks and, if relevant, updates
mitigating actions on a timely basis.
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Principal risk
Link to strategy
Change in risk
assessment in year
Risk treatment
category
1
Macroeconomic and political conditions
Reduce
2
Raw materials supply and pricing
Reduce
3
Failure of information systems or cyber breach
Maintain
4
Reliance on key customers
Maintain
5
Business disruption
Maintain
6
Climate change
Maintain
7
Intellectual property
Maintain
8
Recruitment and retention of key personnel
Maintain
9
Execution of M&A strategy
Maintain
10
Breach of legislation
Maintain
11
Health, Safety and Environmental
Maintain
12
Product failures
Maintain
13
Liquidity and funding
Maintain
Principal risk assessment
During the year, the Board has undertaken
robust assessments of the principal and
emerging risks facing the Group, including
those that would threaten its business model,
future performance, solvency or liquidity, as
well as the Group’s strategy. The Board does
not consider that the fundamental principal
risks and uncertainties facing the Group have
changed during the year. However, our current
assessment shows an increase in the
'Macroeconomic and political conditions' and
'Failure of information systems or cyber breach'
risks, reflecting the subdued markets that we
serve and the increasing frequency and
volume of cyber-attacks, respectively.
In addition, there has been a decrease in the
'Climate change' risk reflecting our now deeper
understanding of the potential financial
impacts and improved preparedness and
'Breach of legislation' risk reflecting enhanced
compliance controls, training, awareness and
associated monitoring.
The key changes and assessments are
summarised in the following Group risk profile
and principal risks tables, detailing the key
potential impacts on our Group, KRIs,
mitigations, developments in 2024 and,
where relevant, emerging risks.
Key
Risk appetite
Change in risk assessment
Strategy
Low
Increased
Growth
Genuit Business System
Medium
No change
Sustainability
People and Culture
High
Decreased
Group Risk Profile
High
Impact
Medium
Low
Low
Medium
High
Probability
2
5
10
7
11
13
12
4
9
3
6
3
8
6
1
1
10
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Principal Risks and Uncertainties continued
1
Macroeconomic
and political conditions
Risk
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 the impacts of global
conflicts or trade tensions.
Potential impact
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.
KRIs
Bank of England interest rate
Construction Products Association
activity levels
Construction sector insolvencies
New housing starts
Projected economic metrics
(
GDP, inflation and interest rates
)
Viability Statement stress testing
for downside scenarios
Mitigations
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 be
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 the potential financial impact of current and potential future
carbon taxes using quantitative scenario analysis, which informs
decision-making when identifying appropriate mitigations and impacts, as
outlined in our Task Force on Climate-Related Financial Disclosures
(
TCFD
)
report on page 42.
Developments in 2024
The UK General Election, Autumn
Budget and subdued
macroeconomic environment
increased both the potential impact
and probability of this risk, with a
corresponding increase in the
Group's forecast cost base and
delay to anticipated market
recovery. To address this, we have
focused on cost control and driving
productivity through the Genuit
Business System. The Group
is also investing in organic
growth initiatives.
Emerging risk
Escalating geopolitical tensions.
2
Raw materials supply
and pricing
Risk
The Group is exposed to security of
supply risks in respect of raw materials,
components and haulage, including
associated cost volatility, due to
(
amongst other matters
)
the
consequences of economic uncertainty,
conflict, global supply disruptions,
increased shipping complexities,
fluctuations in the market price of crude
oil and other commodity feedstocks,
foreign currency exchange rate
movements, and changes to suppliers’
capacity. The increased friction and
potential for a trade war or other
geopolitical disputes could destabilise
supply chain activity.
Over the longer term, supply chain issues
could be caused by physical or transition
risks of climate change.
Potential impact
Suppliers may not be able to meet our
demand for raw materials etc., and/or the
price we pay 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.
KRIs
Commodity prices
Market supply and demand restrictions
Volume and value under contract with
guaranteed supply and fixed price
Mitigations
Implement strategic sourcing agreements with key suppliers.
Utilise different purchasing strategies, as appropriate, including dual supply,
guaranteed availability, fixed price, etc.
Group Legal review of significant contracts to avoid unfavourable and/or
inflexible terms.
Standard purchasing framework agreements to expedite sourcing
and reviewing supplier terms.
Maintain adequate, but not excessive, inventories, which act as a limited
buffer in the event of supply chain disruption.
We assess the potential financial impact of increased demand for
low-carbon materials using both qualitative and quantitative scenario
analysis, and supply chain disruption using quantitative scenario analysis,
which informs decision-making when identifying appropriate mitigations
and impacts, as outlined in our TCFD report on page 42.
Developments in 2024
The subdued macroeconomic
environment and corresponding
weak demand led to fewer supply
chain constraints. Accordingly,
our mitigations in place remained
effective and we continued
to upweight the Group’s strategic
procurement and supplier
relationship management
capabilities, expanding these at
a Business Unit level. In addition,
the Group negotiated first-of-type
strategic supplier agreements
for polymers to prepare for
volume recovery.
Emerging risk
Escalating geopolitical tensions.
Extreme climate conditions might
disrupt supply chains.
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3
Failure of information
systems or cyber breach
Risk
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.
Potential impact
Disruption or failure of our 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.
KRIs
Compromises of partners
and service providers
Cyber security breaches
Disaster recovery return to operations
times and restore points
Geopolitical landscape changes
Obsolescence/changes of software
Penetration testing results
Mitigations
Industry-standard firewalls to protect the perimeter of the Group’s networks.
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 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.
Industry-standard anti-virus and malware protection across all end points
and servers.
Outsourced industry-standard managed detection and response service,
which includes strict SLAs and is covered by a cyber warranty.
Identity management covering core internal and external services,
including Multi-Factor Authentication
(
MFA
)
and advanced
behaviourally heuristic protection.
Data protection on our cloud-based storage and local file servers, giving
oversight and audit of folder and file access, and potential threats to data loss.
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.
Developments in 2024
Cyber remains a high-profile risk,
with attacks increasing in both
frequency and volume, increasing
the probability of this risk. Our cyber
maturity assessment continues to
improve and, during the year, we
refreshed and enhanced the level
of mandatory cyber security
training to further develop our
maturity assessment.
Emerging risk
Artificial intelligence
(
AI
)
enables
threat actors to sustain more
intense attacks.
Escalating geopolitical tensions
impacting the frequency,
complexity and malicious intent
of cyber-attacks.
4
Reliance on
key customers
Risk
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.
Potential impact
Any deterioration in our relationship with
a key customer could lead to a loss of
business thereby adversely affecting
the Group’s financial results.
KRIs
Commercial sector contract
support metrics
Developer audit compliance
Quotation activity
Revenue by contractor/merchant
Revenue levels relative
to CPA sector analysis
Mitigations
Innovate and develop our brands, products and services to better meet the
needs of our customers.
Broaden our customer base wherever possible.
Deliver exceptional customer service, which is constantly monitored,
and maintain strong relationships with major customers through direct
engagement at all levels.
Actively manage 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.
Developments in 2024
UK house builders continued to
consolidate and there were low-cost
entrants into some of the markets
we serve. However, we have a range
of leading brands with a unique
ability to provide solutions from
across our businesses, and we
continue to actively manage
customer relationships, pricing
and credit terms to maintain
our competitiveness.
Emerging risk
Ecosystem changes in our
industry, including customer
ownership and consolidation.
Failure to harness AI technologies
to drive efficiencies and
generate value could make
us less competitive.
Long-term changes in customer
needs and expectations.
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Principal Risks and Uncertainties continued
5
Business disruption
Risk
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 the physical or transition risks
of climate change.
Potential impact
Such incidents could result in the temporary
cessation in activity, or disruption, at one of
the Group’s facilities, impeding the ability
to deliver our products to our customers,
thereby adversely affecting the
Group’s financial results.
KRIs
Climate-related data
Cyber security breaches and related data
Site flood risk vulnerability assessments
Overall equipment effectiveness
(
OEE
)
reports
Mitigations
Maintain established business continuity, crisis response, and disaster
recovery plans.
Perform regular equipment maintenance to minimise the risk of failure.
Maintain adequate, but not excessive, finished goods inventories that act as
a limited buffer in the event of an operational failure.
Invest in the maintenance and upgrade of IT infrastructure and information
systems which, amongst other matters, facilitates remote working.
Maintain sufficient liquidity to meet liabilities when due under both normal
and stressed conditions.
Maintain appropriate insurance to cover business interruption and material
damage to property.
Periodic independent insurer inspections across all sites to identify
and assess potential hazards and business interruption risks.
We assess the potential financial impact of damage to and closure of the
Group's offices, warehouses and factories caused by extreme weather
using qualitative scenario analysis, and supply chain disruption
using quantitative scenario analysis, which both inform decision-making
when identifying appropriate mitigations and impacts, as outlined in our
TCFD report on page 42.
Developments in 2024
The factors that could lead to a
disruption of our business were
largely unchanged. However,
we continued to invest in new
and inherently more reliable
plant and equipment, increased our
understanding of the potential
impact of cyber incidents through
our strategic AI workstream, and
developed further climate-related
impact data from the quantitative
scenario analysis conducted.
Emerging risk
Escalating geopolitical tensions.
More frequent extreme
weather events due to
climate change could impact
business operations.
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6
Climate change
Risk
The increase in frequency, intensity
and impact of weather events such
as flooding, drought, extreme heat
and coastal erosion. The longer-term
implications of climate change give
rise to the transition risk to address
the challenges expediently.
Potential impact
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.
KRIs
Achievement of SBTi trajectory and targets
Embodied and operational carbon emissions
Qualitative and quantitative analysis of climate-related risks
Scopes 1, 2 & 3 carbon emissions
Site flood risk vulnerability assessments
Mitigations
Maintain our climate change risk analysis and undertake the associated
actions where relevant, further embedding the detailed assessments of
climate-related risk throughout the Group.
Maintain our sustainability framework, which includes a series of measures,
action plans, metrics and targets
(
described in our TCFD report on page 42
)
to accelerate the Group’s progress.
Embed our sustainability agenda across the workforce. Our Sustainable
Solutions for Growth strategy is focused on both mitigation and adaptation
opportunities, including reducing our carbon impact.
In the event of flooding, in the short term, some production could be transferred
to other sites. In the longer term, climate change impact is monitored and,
where deemed appropriate, flood defence systems could be installed.
Details of our response to specific climate change risks are described in our
TCFD report on pages 47 to 50.
Developments in 2024
Our product portfolio mitigates the
impact of climate change, and
further TCFD quantitative scenario
analysis that was conducted
enabled us to have a deeper
understanding of the potential
financial impacts. In addition, we
further developed our site
preparedness, business continuity
plans, etc. We continued to progress
supplier engagement to ensure that
they were on a carbon reduction
pathway and were also managing
their own exposure to climate-
related risk. In addition, the Group’s
SBTs were validated, which support
our published Pathway to Net-Zero.
Emerging risk
Changing geopolitical attitudes
to climate change and carbon
intensity could result in an
acceleration of global warming.
7
Intellectual property
Risk
The Group depends on its extensive
and unique intellectual property
(
IP
)
,
and differentiated products, to defend
its market positions and sustain
higher margins.
Potential impact
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, and compliance with IP
regulators, and the Group’s ability to
implement and deliver its Sustainable
Solutions for Growth strategy.
KRIs
Competitor product monitoring
Results of key trademarks and patent-watching services
Third party infringement notifications
Mitigations
Interaction amongst our Legal & Compliance, product development and
R&D colleagues to ensure that our IP strategy is being implemented at all
stages of the product life cycle.
Review of our IP portfolio, including mapping and gap analysis across
patents, designs, trademarks and copyright.
Monitor potential infringement of our IP, assisted by third party IP experts,
and robustly challenge or defend as appropriate.
Developments in 2024
There were limited changes
internally and externally, and we
continued to improve our processes
to develop a central database of
registered/pending trademarks,
patents and designs, and
rationalised the third party IP experts
assisting us to improve central
oversight, consolidate
correspondence and control costs.
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Principal Risks and Uncertainties continued
8
Recruitment and
retention of key personnel
Risk
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.
Potential impact
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.
KRIs
Employee engagement levels
Employee wellbeing indicators
Gender and ethnicity pay gaps
Gender and ethnicity representation
at all levels, including job applications
Length of time taken to recruit, and offer
acceptance levels
Voluntary employee turnover and the
reasons cited
Mitigations
Track staff turnover and key people indicators monthly.
Embed learning and development programmes across
the Group, including Diversity & Inclusion.
Mental health policy and associated training, as well
as employee assistance and wellbeing programmes.
Group-wide HR information system that enables recruitment,
performance management and talent management, and
improves employee engagement survey capability.
Employee communication and corresponding engagement.
Developments in 2024
The labour market remained competitive, with
potential employees seeking roles and employers
that offer a wider proposition. In that regard, we
continued to develop our talent and improve our
shared culture. We formally launched the Group’s
Trademark Behaviours, Graduate Programme and
placement/year-in-industry programmes. In
addition, we achieved Gold Member status with The
5% Club and successfully completed our first
Group-wide employee engagement survey.
Emerging risk
Changes in working patterns or increased
financial uncertainty, could have a negative
impact on colleagues’ mental health.
Long-term social and workplace changes.
Potential for colleague activism.
9
Execution of
M&A strategy
Risk
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 suitable acquisitions
may not be identified and executed, that
any executed acquisitions may not
perform as expected in the acquisition
case and that benefits and value do not
accrue in line with expectations.
Potential impact
Ineffective identification, execution and
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.
KRIs
Acquisition price
(
premium, earnings
multiple, etc.
)
Benefits and synergy tracking
Execution of targeted acquisitions
and disposals
Milestone achievement of integration plan
Performance compared to the
acquisition case, including the root
cause of any deviations
Target management incentivisation,
engagement and sentiment
Mitigations
Formal Board-level approvals, in accordance with the
Group’s delegation of authority matrix.
Full due diligence performed before any acquisition is made.
Contractual assurances sought from the sellers to mitigate
against any identified issues or risks.
Where appropriate, contingent consideration linked to the
ongoing performance of the acquisition.
Monitor the progress of any integration at Board and senior
management team level.
Genuit Business System deployed into any new acquisitions.
Developments in 2024
Our M&A processes remained effective, and we
successfully completed the acquisitions of Sky
Garden, and the trade and assets of Omnie &
Timoleon. The Group is actively integrating these
businesses and will deploy the Genuit Business
System within them. In addition, the Group actively
investigated and cultivated a pipeline of potential
targets to develop the acquisition funnel.
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10
Breach of legislation
Risk
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.
Potential impact
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.
KRIs
Breach notifications
Findings and recommendations
from internal audit ethics and
compliance reviews
Legislative requirements/
policy review cycle
New, or changes to current, legislation
or regulatory guidance
Sanctions policy requests for approval
Training completion rates
Mitigations
Monitor changes to laws and regulations that affect the Group, and perform
related ongoing monitoring and training.
Specific policies 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 detailing the expected standards of behaviour and compliance.
Provide training and guidance documents to all relevant new employees
on Competition Law, including those who are changing roles. In addition,
provide mandatory training in relation to compliance with Data Protection
Regulation and the Bribery Act.
Obtain regular declarations of compliance in respect of Data Protection
Regulation, Competition Law, the Bribery Act, Sanctions Compliance and
adherence to ethics and compliance expectations.
Group Legal approval required for all business in higher-risk countries.
A third-party system is used to screen companies and/or individuals
located in, or linked to, sanctioned countries.
Independent third party Safecall whistleblowing helpline, available
to employees.
Data security solution that can automatically discover, classify and label
personal data and, where necessary, remediate potential data exposure
and misconfigurations instantly.
Developments in 2024
We enhanced controls in relation to
reward and benefit compliance, and
enhanced training, awareness and
associated monitoring through the
launch of our updated learning and
development platform within the
HRIS system thus reducing the
probability of a compliance failure.
Emerging risk
Changes to existing or potential
new laws, or trade sanctions, in
response to geopolitical tensions.
Changes to data protection laws
and regulations where we trade.
Increased regulatory burden
around corporate governance
and reporting.
The regulatory landscape,
technology, and public
awareness of AI and the use of
data are rapidly evolving, leading
to unpredictable outcomes and
potential new obligations or
reputational impact.
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Principal Risks and Uncertainties continued
11
Health, Safety
and Environmental
Risk
The Group is subject to the requirements
of environmental and occupational
safety and health laws and regulations
in the countries in which it operates,
including obligations to take the correct
measures to prevent fatalities or serious
injury, and to prevent and/or investigate
and clean up environmental
contamination on or from properties.
Potential impact
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.
KRIs
Audit performances/scores
Hazard and near-miss reporting
Recordable injury frequency rates
RIDDOR reportable incidents
Mitigations
Formal Health, Safety and Environmental policy, and procedures
to monitor compliance.
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.
Internal and external HSE audits.
Investigations to identify root causes and key learnings with a view to
continuously improving. Learnings are shared, as necessary, and key
messages reinforced throughout the Group.
Developments in 2024
Health and safety remains a
priority for us. We implemented a
Group-wide internal HSE auditing
system
(
the Genuit Blue HSE Audit
programme
)
, which provided more
feedback on what works well and
what further improvement
opportunities exist, in addition to
being a mechanism for identifying
and sharing good practice. In
addition, we provided further
training and established a
Group-wide Fleet Safety Steering
Committee, including external
stakeholders, to enhance road
safety, reduce insurance claims
and control costs.
Emerging risk
Complying with potential future
changes to Health, Safety and
Environmental regulations.
12
Product failures
Risk
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.
Potential impact
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 the diversion of key
management’s attention from the
operation of the Group, which could
all adversely affect the Group’s
financial results.
KRIs
Failure reporting
Internal test result reviews
Voice of the Customer reviews
Mitigations
Comprehensive quality assurance systems and procedures at each site.
Certifications, wherever required, over our products to the relevant
national and European standards, including Kitemarks, BBA, WRC
and WRAS accreditations.
Product liability insurance to cover third party property damage
or personal injury claims arising from potential product failures.
Developments in 2024
There was no change in the Group's
focus on producing high-quality
products that best serve customers'
needs. We refreshed and enhanced
our internal and external testing
protocols, continued to invest
in product improvements,
and delivered structured
problem-solving training
to c.45 technical colleagues.
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13
Liquidity and funding
Risk
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.
Potential impact
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.
KRIs
Debt market sentiment
Financial covenant headroom
Leverage and interest cover ratios
Percentage of debt with interest
rate hedging
Period until refinancing is required
SONIA rate
Mitigations
Managing liquidity to ensure that we always have sufficient liquidity to meet
our liabilities when due, under both normal and stressed conditions, without
incurring unacceptable losses or risking damage to our reputation.
Committed and uncommitted banking facilities with significant headroom.
Regular communication with our investors and relationship banks
(
including visits to the Group’s businesses
)
.
Regular review of banking covenants and capital structure, ensuring that
future cash flow is sustainable through detailed budgeting processes and
reviews, robust forecasting and budgeting processes.
Ensure that the 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.
Developments in 2024
Macroeconomic factors have
impacted debt capital markets.
Notwithstanding this, we have
maintained a resilient position in
managing the liquidity and funding
risk. Some of the measures included
adopting an interest rate hedging
strategy and extending our existing
revolving credit facility.
Joe Vorih
Chief Executive Officer
11 March 2025
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Governance
87
Governance at a glance
88
Chair’s Letter
90
Directors and Officers
92
Corporate Governance Report
94
Steering to sustainable success
100
Strong foundations
102
Shaping the future
106
Nomination Committee Report
111
Risk Committee Report
116
Audit Committee Report
123
Directors’ Report
126
Directors’ Responsibilities Statement
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Governance
Governance at a glance
Our Board
The Board has seven Directors, comprising the Chair, two Executive
Directors and four independent Non-Executive Directors, and is supported
by the Company Secretary.
The Board
The Board provides the leadership of the
Company and represents the shareholders,
overseeing and enabling 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 and Tim Pullen
Independent Non-Executive Directors
(
NEDs
)
Louise Brooke-Smith, Shatish Dasani, Bronagh
Kennedy and Lisa Scenna
Company Secretary
Emma Versluys
The Executive Management Team
(
EMT
)
The EMT is responsible for implementing Company
policies, strategies and decisions made by the
Board, managing daily operations and steering
the Company towards achieving its goals.
Chief Executive Officer
Joe Vorih
Chief Financial Officer
Tim Pullen
Group Legal Counsel and Company Secretary
Emma Versluys
Chief Strategy and Sustainability Officer
Martin Gisbourne
Chief People Officer
Edel Conway
Managing Director, CMS
Business Unit
Lee Mellor
Managing Director, WMS
(
interim
)
& SBS
Business Units
Steve Currier
Workforce engagement and culture
The Board continued to engage directly with the
wider workforce, both formally and informally,
in order to enhance its ability to review and
monitor culture and behaviours to ensure that
they remain aligned with the Group's strategy.
UK Corporate Governance Code 2024
A key area of focus during 2024 for the Board,
and specifically for the Audit Committee,
was the preparations for the changes within
the UK Corporate Governance Code 2024,
as well as the Company's readiness for
changes that will become effective for the
2025 and 2026 financial years. This included,
in particular, detailed work to prepare for the
new requirements within Provision 29 around
risk management and internal controls.
Read more about some of the activities
during the year in our Audit Committee
Report on page 120.
Highlights
Board meeting
attendance
100%
Employee
engagement
sessions
8
Board
independence
71%
Ethnicity
1 of 7
members
Average
age
57.5
Executive Management Team
CEO
CFO
CS
CPO
CSS
CMS
WMS
SBS
Nomination
Committee
pages 106-110
Audit
Committee
pages 116-122
Risk
Committee
pages 111-115
Remuneration
Committee
pages 127-153
Chair
NED
NED
NED
NED
Chair
NED
NED
NED
NED
NED
NED
NED
NED
CEO
CFO
CS
CPO
CSS
CMS
SBS
WMS
Chair
CEO
CFO
NED
NED
NED
NED
CS
Meeting attendance
Name
Position
Board*
Audit
Committee
Nomination
Committee
Remuneration
Committee
Risk
Committee
Kevin Boyd
Chair
7/7
2/2
5/5
Joe Vorih
Chief Executive Officer
7/7
2/2
4/4
Tim Pullen
Chief Financial Officer
7/7
4/4
Lisa Scenna
Senior Independent Director
7/7
4/4
2/2
5/5
Louise Brooke-Smith
Non-Executive Director
7/7
4/4
2/2
5/5
Shatish Dasani
Non-Executive Director
7/7
4/4
2/2
5/5
Bronagh Kennedy
Non-Executive Director
7/7
4/4
2/2
5/5
*
In addition to the above formally scheduled meetings, four ad hoc meetings were also conducted outside of the annual
cycle to cover specific matters.
Genuit Group plc Board
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Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
On behalf of the Board,
I am pleased to present
the Governance Report
for the year ended
31 December 2024.”
Kevin Boyd
Chair
Chair’s introduction to Governance
This Governance Report, as well as the reports of the Audit,
Nomination, Remuneration and Risk Committees, gives 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 2018
(
the Code
)
.
This Report, as well as the Directors’ Remuneration Report, sets
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
that high levels of governance are in place across the Group.
Engaging with our stakeholders is key to our governance
structures performing effectively, and consequently, the
successful implementation of our strategy. Further detail on how
we have done this during 2024 can be found on pages 9 to 85.
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 success for
shareholders. The Company has a clear and ambitious strategy
to fulfil its purpose of creating sustainable living through the
execution of its Sustainable Solutions for Growth strategy.
Utilising our extensive portfolio of brands and businesses,
combined with meaningful stakeholder engagement, we are
working hard to deliver on our growth ambitions and to create
financial returns in a sustainable way. The Board played a key
role in ensuring that the Company was able to continue to
operate within the changing macroeconomic environment
seen during the year, supporting and challenging management.
This Board oversight was key to providing reassurance to
shareholders and other material stakeholders as to the
resilience of the Group.
During December 2024, I reached out to our top 10 shareholders
to offer them the opportunity to meet to discuss any issues or
concerns they might have. I met with four during early 2025 and,
overall, the feedback on the Group’s strategy, performance and
management team was positive.
Board composition, skills and diversity
The composition, skills and diversity of the Board are regularly
monitored. 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 conducted a deeper review of the
Board's composition and skills to understand in greater detail
any potential skills gaps, further detail of which is included on
page 102 of this Report. 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. We are proud of the changes we
continue to make to create a more diverse and inclusive
environment, and are particularly proud of some of our activities
during the year. As at the reporting date of 31 December 2024,
we are compliant with the Listing Rule requirements on diversity.
Further detail on our diversity initiatives and compliance is
included in our Nomination Committee Report on page 108.
Preparing for the UK Corporate Governance
Code 2024
An area of focus during 2024 for the Board, and
specifically the Audit Committee, was the preparations
for the changes within the UK Corporate Governance
Code 2024, and the Company's readiness for changes
that will become effective for the 2025 and 2026 financial
years. These will ensure any recommendations can be
addressed in a timely manner to ensure full compliance
ahead of the new Code coming into force. The changes
within the 2024 Corporate Governance Code reflect a
broader trend towards accountability, sustainability and
long-term value creation, and details on some of the
steps we have taken during the year are outlined in the
Audit Committee Report on page 120.
The Board will continue to ensure that all applicable
laws and regulations are complied with, and we
remain confident that the Group continues to
operate in a controlled and well-managed way.
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Shareholder Information
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Financial Statements
Governance
Section 172 responsibilities
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 impact 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 section 172 Statement.
Read more on pages 70 to 73
Our employees' contribution,
loyalty and commitment has
underpinned our performance
over the past few years.”
Our people and culture
One of the most valued and enjoyable aspects for our Board is
the opportunity to meet and spend time with colleagues from
across the Group. These interactions inform our direct
understanding of the sentiment of our workforce and their views
on the Group’s operations, risks, successes and challenges. Our
purpose of ‘Together, we create sustainable living’ showcases
our desire for a collaborative and problem-solving mindset,
providing solutions to the challenges faced by our customers
in improving the built environment.
Our Trademark Behaviours have established a shared culture
that creates an environment for employees to excel and be at
their best. It enables employees from different businesses
across the Group to collaborate and share knowledge to drive
growth and deliver on our strategy. During the year, I spent time
with our Water Management Solutions and Climate
Management Solutions senior management teams, as well as
taking part in a monthly Executive Management Team meeting.
In addition, as part of the Board’s annual strategy session,
various employees from within the Genuit Leadership Team
gave presentations on the progress of ongoing strategic
workstreams and also met with the Board informally after the
session. This was a welcome opportunity for the Board to spend
time with colleagues and hear more about the valuable work
they have been doing to help achieve our strategic goals,
and further information on this is detailed later in this Report
on page 101.
Effective management is necessary to enable the delivery of
long-term success for all stakeholders, and these interactions at
both a senior management and general workforce level assist
the Board in assessing and monitoring the Group’s culture,
beyond the scores and feedback from employee engagement
surveys and the Non-Executive Director employee engagement
sessions. We remain of the view that decision-making by those
people who are closest to their respective customers,
understand their markets in detail and 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 our colleagues understand the common
Group purpose and strategy, but also feel empowered to act.
The Board continues to prioritise setting the culture from the top,
aligning our purpose, behaviours and strategy with the culture
of the Group, and believes that our desired culture continues to
be embedded across the Group and is demonstrated
consistently at all levels.
Looking at 2025 and beyond
During 2025, we will continue to work on providing solutions that
address the challenges caused by climate change, focusing on
our sustainability framework and its growth drivers, trends and
opportunities, in accordance with our defined purpose. Our
employees are critical to the success of the Genuit Group, and I
am proud of their continued dedication and resilience as they
navigate challenging market conditions, proving that it is their
contribution, loyalty and commitment that has underpinned our
performance over the past few years.
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 on 19 May 2025.
Kevin Boyd
Independent Non-Executive Chair
11 March 2025
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Governance
Board of Directors
Directors and Officers
Kevin Boyd
Independent Non-Executive Chair
Committees:
N
R
Appointed:
22 September 2020
(
Board
)
, 1 November 2022
(
Chair
)
Contribution to the Board:
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. Kevin has
a BEng from Queen’s University
Belfast and is a Chartered Engineer,
and a Chartered Accountant
(
Fellow of the ICAEW and
the Institution of Engineering
and Technology
)
. Kevin is Chair
of the Nomination Committee.
Experience:
Previously the Chief
Financial Officer of global
engineering group Spirax-Sarco
Engineering plc
(
now Spirax Group
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.
External appointments:
Non-Executive Director and Chair of
the Audit Committee of Bodycote plc
and the Senior Independent Director
and Audit Committee Chair
of Galliford Try Holdings plc.
Joe Vorih
Chief Executive Officer
Committees:
RI
Appointed:
28 February 2022
Contribution to the Board:
Joe brings broad international
engineering expertise in the
automotive, aerospace and industrial
sectors to the Board. He also has
experience in integrating businesses
and managing businesses through
transition and lean transformation
in both public and private equity
environments. He has a Bachelor
of Science and a Master of Science
in Mechanical Engineering from
the Massachusetts Institute
of Technology.
Experience:
Previously at 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
and Danaher Corporation, also a
US-listed global business.
External appointments:
Non-Executive Director of Senior plc,
and Director of Rocky Neck Partners,
LLC.
Tim Pullen
Chief Financial Officer
Committees:
RI
Appointed:
1 November 2023
Contribution to the Board:
Tim brings significant expertise in
finance, strategic vision and risk
management, as well as bringing
to the Board a broad range of
public market experience through
his roles at a variety of fast-paced
and dynamic businesses. He is
a Chartered Accountant
(
ICAEW
)
and is Chair of the Risk Committee.
Experience:
Prior to being appointed
as CFO, Tim joined Genuit as
Interim Chief Financial Officer
on 4 September 2023. Previously,
he served as the CFO of IQE plc, an
AIM-listed manufacturer of advanced
semiconductor materials from
2019 to 2023, and as CFO of
Arm Limited from 2017 to 2019.
He held senior finance positions
in O2/Telefonica UK, Serco plc
and Logica plc prior to that.
External appointments:
None.
Lisa Scenna
Senior Independent Director
Committees:
R
N
A
Appointed:
24 September 2019
(
Board
)
, 7 March 2023
(
Senior Independent Director
)
Contribution to the Board:
Lisa brings a wealth of experience
to the Board, with a background in
strategic and financial business
change in property management,
asset management and funds
management across both listed and
private entities. She 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.
Experience:
Lisa’s most recent
executive role was 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.
External appointments:
Non-Executive Director of Harworth
Group plc and Gore Street Energy
Storage Fund plc, and Non-Executive
Director and Chair of the Audit, Risk &
Compliance Committee for Dexus
Capital Funds Management Limited.
Non-Executive Director and
Remuneration and People ESG
Committee Chair for Ingenia
Communities Group, and
Non-Executive Director of Cromwell
Property Group, both Australian
listed companies.
Shatish Dasani
Non-Executive Director
Committees:
A
N
R
Appointed:
1 March 2023
Contribution to the Board:
Shatish is an experienced former FTSE
Chief Financial Officer, with a career
in financial roles spanning over
30 years. He is currently Audit
Committee Chair of three UK publicly
listed companies. 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. Shatish is Chair
of the Audit Committee.
Experience:
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.
He was also previously Non-Executive
Director of Camelot Group plc
and Network Rail.
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.
Louise Brooke-Smith
Non-Executive Director
Committees:
N
A
R
Appointed:
24 September 2019
Contribution to the Board:
Louise brings extensive expertise
in the property, construction and
infrastructure industries, being an
experienced property and planning
adviser. She holds a Bachelor of
Science from Sheffield Hallam
University and honorary doctorates
from Wolverhampton, Sheffield
Hallam and Birmingham City
Universities. Louise is our nominated
workforce engagement NED.
Experience:
Past Global President
of the Royal Institution of Chartered
Surveyors and member of the Royal
Town Planning Institute, and formerly
a partner at Arcadis LLP. She is
a Freeman of the City of London
and was awarded an OBE in 2019
for services to the built environment
and diversity.
External appointments:
Strategic Planning and Development
Adviser and Director for Consilio
Strategic Consultancy Limited,
a Board Trustee of The Land Trust
and a Board Member of L&Q
Group, and DEI Chair and
adviser to the Royal Institution
of Chartered Surveyors.
Committee key:
Chair of Committee
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
RI
Risk Committee
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Annual Report & Accounts 2024
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Shareholder Information
Strategic Report
Financial Statements
Governance
Committees key:
Chair of Committee
A
Audit Committee
R
Remuneration Committee
N
Nomination Committee
RI
Risk Committee
Bronagh Kennedy
Non-Executive Director
Committees:
N
A
R
Appointed:
3 July 2023
Contribution to the Board:
Bronagh has a broad range of
corporate experience, having
previously been a Group General
Counsel and Company Secretary.
Her knowledge and experience
across sectors and within corporate
governance, HR, legal and
sustainability roles complement
the skills, diversity and composition
of the Board, providing further
insight into regulatory and
sustainability frameworks.
Experience:
Group General Counsel
and Company Secretary of Severn
Trent plc from 2011 to 2022 and
responsible for compliance and
regulatory assurance and the
group’s corporate sustainability
programme. Experience across
several sectors, including finance,
leisure and hospitality, and was HR
Director of Mitchells & Butlers plc.
Bronagh was also previously
a Non-Executive Director of
Wolseley
(
Ferguson plc carve-out
prior to its disposal
)
.
External appointments:
Non-Executive Director and Chair
of the Remuneration Committee
of Treatt plc.
Emma Versluys
Group Legal Counsel and
Company Secretary
Committees:
RI
Appointed:
28 June 2017
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.
Emma has a BA in French and
Spanish from the University of
Southampton, and 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.
Edel Conway
Chief People
Officer
Committees:
RI
Joined:
January 2025
Experience:
Edel joined the Group in January
2025 as Chief People Officer and
is a member of our Executive
Management Team and the Risk
Committee. She brings 25 years
of experience from across the
Consumer Goods and Entertainment
sectors. Edel has performed senior
business and HR leadership roles
for Mattel, Activision and Mondelez
and, in her last role, was Chief
HR Officer at C&C Group. Edel
has extensive experience in
business transformation, change
management and M&A activity,
gained in international organisations.
She has specialised in many facets
of HR during her career, including HR
Operations, Learning & Development,
Talent & Organisation Effectiveness
and HR Business Partnering. Edel has
a degree in Strategic Human
Resources from the National College
of Ireland and is a qualified
Executive Coach.
Steve Currier
Business Unit Managing
Director, WMS (interim) & SBS
Committees:
RI
Joined:
November 2022
Experience:
Steve is Managing Director of the
Sustainable Building Solutions
Business Unit and is also currently
fulfilling the role of MD of the Water
Management Solutions Business
Unit. Steve is a member of the
Executive Management Team and
the Risk Committee. Steve joined
the Group in November 2022 in the
SBS MD 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, the 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 control
and engineering. Steve has a BEng
in Mechanical Engineering from
Portsmouth University.
Martin Gisbourne
Chief Strategy and
Sustainability Officer
Committees:
RI
Joined:
September 2019
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 the
Nordic markets. He has a BSc in
Financial Management from
Loughborough University.
Lee Mellor
Business Unit Managing
Director, CMS
Committees:
RI
Joined:
December 2024
Experience:
Lee joined the Group in December
2024 as Managing Director of the
Climate Management Solutions
Business Unit and is a member of the
Executive Management Team and
the Risk Committee. Lee's early career
was formed with many years of
pan-European general management
positions across the business-to-
business sector for consumer
products and e-commerce for
Interface Modular Flooring, Keter and
Newell Brands. Lee spent 16 years in
President/Vice President roles, with an
early functional career in Sales and
Marketing. Prior to joining the Group,
Lee was Vice President
(
Europe
)
for
SC Johnson’s Professional division
and also served as chair of the board
for Business in the Community
Midlands and spent time in
sustainability commercialisation. Lee
has an eMBA from HEC Paris.
Executive Management Team Members
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Financial Statements
Governance
Corporate governance
statement
This Governance statement outlines
the processes the Company has
followed throughout the year to
comply with the UK Corporate
Governance Code 2018
(
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.
The Board is kept informed of changing regulations and
recommendations and welcomes the UK Corporate
Governance Code 2024, which continues to uphold the
flexibility of ‘comply or explain’ reporting and seeks to deliver
improvements that promote trust, transparency and
accountability. The Corporate Governance Code 2024 will apply
for the Group from FY 2025, and from FY 2026 for Provision 29,
and during the year, the Board began preparations to ensure
full compliance with these changes, as outlined in this
Governance Report and the Audit Committee Report on pages
116 to 122. The Board will continue to review its current
governance structures and implement any required changes in
advance of the relevant reporting dates, to ensure that it
maintains full compliance with its principles and provisions.
The Board believes that good corporate governance is key to
the successful execution of strategy, and this foundation
provides confidence to stakeholders in the reliability and future
performance of the Company. It 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, and endeavours
to go beyond this minimum to embed the Code Principles into
daily operations and continually improve and develop its
governance processes.
Kevin Boyd
Independent Non-Executive Chair
Good corporate governance
is key to providing confidence
to stakeholders in the reliability
and future performance of
the Company.”
Compliance statement
In accordance with the Listing Rules of the Financial
Conduct Authority, the Board confirms that throughout the
year ended 31 December 2024, and as at the date of this
Report, the Company has complied with the principles of
the Code. This Corporate Governance Report
(
the 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 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 Report also includes those 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 that was followed to make this assessment
can be found on pages 105 and 119.
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Shareholder Information
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Financial Statements
Governance
Governance highlights of 2024
– Continued focus on creating a sustainable
built environment in the pursuit of our purpose,
‘Together, we create sustainable living’ through the
acquisitions of Sky Garden and Omnie & Timoleon
– Further embedding of our Trademark Behaviours across
the Group, including within personal development
reviews, and the completion of our employee
engagement survey
– Launching a new Genuit Group Pension Scheme
to consolidate and create consistencies
– Improvements to governance structures for Internal
Controls in preparation for Provision 29, with the
recruitment of a new Group Head of Internal Controls
– Effective reviews of the principal risks and uncertainties
and a refresh of our approach to establishing and
complying with risk appetite across these principal risks
– Continued to enhance co-sourced internal audit service
provision, to embed Internal Audit within the control of our
Group Internal Audit Director
– Application of our updated Remuneration
Policy during 2024
– Engagement with employees through the Genuit Group
pension initiative. Further additional media shared,
outlining the purpose of the Remuneration Committee
in the Group’s governance framework
– Updated sustainability targets within Long-Term Incentive
Plans, to align further with our future plans in the
execution of our Sustainable Solutions for Growth strategy
– Clear delineation of responsibilities between the Board
and management
– Direct engagement by the Chair through visits to
our Leeds Head Office outside of the Board cycle,
to understand the effectiveness of executive
leadership through observation of an Executive
Management Team meeting
– Updates from key members of the Genuit Leadership
Team to the Board on strategic workstreams, to enable
independent challenge by Non-Executive Directors
– Continued focus on diversity and the implementation
of maternity and paternity policies
– Update the Board Skills Matrix to effectively identify
skills gaps and support plans for future succession
and Board changes
– Internal Board Evaluation conducted across the Board
and its Committees, to understand progress made since
2023 and improvements for 2025
Board leadership and company purpose
Audit, risk and internal
controls
Remuneration
Division of responsibilities
Composition, succession and evaluation
Section 1
Section 4
Section 5
Section 2
Section 3
Read more – pages 94 to 99
Read more – pages 100 to 101
Read more – pages 102 to 105
Read more – pages 111 to 121
Read more – pages 128 to 153
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Shareholder Information
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Financial Statements
Governance
Steering to sustainable success
The Board
The Board establishes Company strategy and financial policy
in accordance with its purpose, and ensures that a sound
system of internal control and adequate risk management is
maintained. It is accountable to the Company’s shareholders,
balancing their interests with those of all material stakeholders.
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 other Executive Management Team
(
EMT
)
members, being 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 EMT 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 2018 FRC Guidance on Board Effectiveness specifies 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 the responsibility for decision-making lies. The
Board may appoint Committees, as it deems appropriate, to
exercise certain of its powers. As recommended by the Code,
specific areas of delegation are set out in the Terms of
Reference for each Committee. 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, 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, which forms
part of the internal controls implemented across the Group.
As part of its responsibilities for monitoring the deployment of
strategy and ensuring that strategic goals are realised, the
Board monitors resources and risks to the successful execution
of that strategy through the support of its Committees.
Board leadership and company purpose
Section 1
The schedule of matters includes, but is not limited to:
Strategy and
management
Receive and approve long-term objectives
and the strategic direction of the Group
Approve the Group’s risk management
policies and appetite
Have oversight of the Group’s operations,
ensuring effective and prudent management,
and also ensuring that a sound internal
control framework and risk management
system is maintained
Approve the commencement of any major
new business activity, including acquisitions
or capital projects
Assess and monitor culture across the
Group, ensuring that policy, practices and
behaviours are aligned with its purpose,
values and strategy
Take action to identify and manage conflicts
of interest and ensure that third party
influence does not compromise or override
independent judgement
Financial
reporting
Approve annual budgets, the dividend policy,
annual and half yearly accounts, accounting
policies and monetary limits
Approve the issue of shares or of securities,
conferring rights of subscription for or
conversion into shares in the Company
Ensure that formal and transparent policies
and procedures are in place to ensure
the independence and effectiveness
of internal and external audit functions
Communication
with shareholders
Responsible for ensuring a satisfactory
dialogue with shareholders
Review and approve shareholder
communications in respect of circulars and
other relevant communications concerning
matters decided by the Board
Capital structure
and borrowings
Approve the granting of security over any
Group asset
Review any liabilities of materiality, such as
credit notes, stock write-offs or guarantees
Review the policy for the financing of the
Group
Board and
corporate
governance
arrangements
Review and monitor Group corporate
governance arrangements at Board level and
senior management level as appropriate
Approve conflicts of interest where permitted
by the Company’s Articles of Association
Oversee the operation of the Company’s
share option schemes, as recommended by
the Remuneration Committee
Legal and
administration
Approve the overall levels of insurance for the
Group, including Directors' and Officers'
insurance
Review and approve the commencement or
settlement of any major litigation
The primary role of the Board is to lead
and steer the Group in such a way that it
ensures long-term sustainable success,
in accordance with its strategic goals and
purpose, setting its culture and expected
behaviours from the top.
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Governance
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.
Overseeing financial
reporting, internal control
systems, and internal
and external
audit functions.
Reviewing the 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 skill set.
Setting the Remuneration
Policy for Executive
Directors.
Operating the Company’s
share incentive
arrangements.
Senior management
remuneration.
Oversight
of remuneration-related
policies.
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.
The Board
The Executive Management Team develop and execute Group strategy. They report to and manage communication
and escalation to the Board, manage operational governance, compliance and risk, and oversee Group operations.
Audit
Nomination
Remuneration
Risk
Our governance framework
Our governance framework establishes the boundaries between the Board and Executive Management Team, and effectively
delegates areas of responsibility, which is essential for transparency, accountability and effective decision-making and is vital
for maintaining stability and fostering growth. Our framework is as follows:
Board and Committees
To ensure that it discharges its duties effectively, the Board has
delegated 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 that the 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 action.
Each Committee has reported on its contribution to the Board’s
decision-making during the year, details of which can be found
later in each of the Committee Reports.
Biographies of the Chairs of each of the Board Committees,
as well as all other Committee members, are set out on pages
90 and 91.
Independent
71%
Executive
29%
Independent
100%
Independent
100%
Independent
100%
Executive
100%
Good governance is the foundation
to ensuring transparency, ethical
decision-making and accountability.
This drives the Group to long-term
sustainable success and fosters
trust amongst stakeholders.”
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Financial Statements
Governance
Steering to sustainable success continued
Board stakeholder engagement
The Board’s engagement with the Company’s key
stakeholder groups remains essential to informing
and guiding the decisions it makes in the Boardroom.
Details of some key decisions that the Board made during the
year are outlined in our formal Section 172 Statement on pages
70 to 73 of the Strategic Report, with further details on how the
Group has engaged with stakeholders during the year on pages
64 to 69. This section of the Governance Report sets out further
areas of focus for the Board during the year, to showcase how
stakeholders are regularly considered in its decision-making.
The Board recognises that, when making decisions, it will
sometimes have to consider the competing interests of
stakeholders, and that it may not always be possible to deliver
an outcome that is welcomed by all stakeholders. In these
situations, the Board is guided by the need to consider the
long-term sustainability of the business. A timeline is provided
over the following pages, detailing the key highlights from the
Board activities during the year where stakeholders were
considered or discussed as part of its decision-making.
Employees
Direct employee engagement is one of the key methods for
ensuring that a unified culture exists across the Group. The
appointment of a dedicated employee engagement
Non-Executive Director means that there is a consistent
mechanism in place for employee views to be shared,
discussed and considered by the Board. An additional eight
sessions were held during 2024 across different sites as
outlined overleaf, as part of the Board's employee
engagement programme hosted by Louise Brooke-Smith, our
dedicated Non-Executive Director for employee engagement.
Shareholders
Direct shareholder engagement is a crucial tool
for maintaining good relationships and supporting
long-term value creation and sustainability for the
business. In engaging directly with shareholders, the
Board is able to identify issues of importance or concern
and gain insight, whilst shaping Group strategy to aid better
decision-making, especially regarding governance, risk
management or compliance.
Proactively engaging with shareholders and seeking their
input helps to mitigate risks and attract new investment.
Numerous investor and analyst meetings were attended
by our Chief Executive Officer and Chief Financial Officer,
with our top 10 shareholders given the opportunity to
meet with the Chair to raise any concerns. The output of
these meetings is shared at each Board meeting
and forms part of its discussions and decision-making.
Details of the number of investor meetings held during the
year are outlined in the timeline overleaf.
Each session covered five key topics: strategy and vision,
communication, diversity and inclusion, health and safety
and governance, and invited employees to share their views,
these were then anonymised and collectively shared with the
Board. Feedback was consistent in respect of being satisfied
with working environments, and recognition and
endorsement was given for the improvements made across
the Group, but it was noted that further steps could be taken
in respect of consistent communication and encouraging
synergies across businesses. The initiative conducted during
the year for reviewing the Group’s current communications
platform, as outlined on page 57 of the Strategic Report, will
help mitigate and improve this during 2025.
The Board recognises that direct employee engagement
platforms are not effective unless the outcomes are
adequately fed back to management and action is taken
to address the issues raised. It remains of the view that
employees are the Group's 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. We will continue to
engage regularly with employees across all sites, and the
formal employee engagement plan will be reviewed in
conjunction with our Chief People Officer, with continued
implementation during 2025.
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Governance
Key
Meeting type:
Board meetings
Investor meetings
Employee engagement session
Stakeholder type:
Employees
Customers
Shareholders
Suppliers
Communities and the environment
January
February
March
April
May
June
July
August
September
October
November
December
Considered the outcome of bonus
performance measures and future
performance conditions, received
details of the employee
engagement feedback, and
reviewed health and safety reports
and feedback from investor
meetings. Approved the final
budgets and considered any legal
and governance updates. Risk
appetite, principal risks and
uncertainties, emerging risks, and
risk management frameworks
were also considered,
including climate-related
risks and opportunities.
Approval of the year end results,
the viability statement and going
concern, the Annual Report and
the final dividend subject to
shareholder approval at the
Annual General Meeting. Review
and confirmation by the Audit
Committee of effective internal
control and the independence of
the external auditor. Details from
employee engagement feedback,
review of health and safety reports
and current measures in place
across the Group, and feedback
from investor meetings. Reviewed
the Business Unit reports, strategy,
sustainability and people reports.
Focus on the Annual General
Meeting, investor feedback and
scoring and voting
recommendations, as well as any
additional feedback from any
investor meetings. Approval of
trading statement. Update on
strategic projects, feedback on
employee engagement and health
and safety and an update from
the Risk Committee Chair, as well
as an update on any legal and
governance matters.
Approval of half year results,
including the going concern and
proposed interim dividend. Review
of strategic projects, IT strategic
update and capex request
approvals for Business Units and
acquisition approvals. Risk and risk
management frameworks were
considered, including climate-
related risks and opportunities.
HRIS, employee engagement and
health and safety updates, as well
as investor relations update and
strategy for future incentives.
Meeting of the Non-Executive
Directors without the Executive
Directors present.
Annual strategy session, with
presentations from senior
management
(
below the executive
layer
)
of ongoing strategic
workstreams and initiatives. An
update on the implementation of
the Genuit Business System and
the Group’s five-year plan, and
approval of the trading statement.
Sustainability deep dive
conducted, employee
engagement feedback shared,
policy and legal updates
given and feedback shared
from investors.
Focus on growth and conducting
an M&A deep-dive, updates from
brokers, and investor feedback.
Director training conducted and a
regulatory update given.
Additional focus on employee
engagement, HRIS implementation
and a health and safety update,
presentation of the employee
engagement survey results and a
deep dive into Business Unit
performance.
Update on the internal evaluation
of the Board and Committees. The
collation of employee
engagement survey responses
and the
corresponding analysis. Approval
of the final five-year plan
and related 2025 budgets, and
other financial year-end
approvals. Feedback on employee
engagement sessions, health and
safety and acquisition integration
progress. Preparation for the 2024
Annual Report, regulatory updates
and feedback from investors in
advance of the close to the
financial year.
3 meetings
34 meetings
7 meetings
79 meetings
20 meetings
20 meetings
33 meetings
5 meetings
20 meetings
3 meetings
16 meetings
27 meetings
Session at
Manthorpe
Session with
Permavoid
Session with
Keytec
Session at
Adey
Sessions with Alpha Scientific and
Polydeck
Session at
Nu-Heat
Session at Polypipe Civils & Green
Urbanisation
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Financial Statements
Governance
Steering to sustainable success continued
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 56 to 63. We have spent the last two years developing
a culture that is consistent with and supports our purpose.
A priority for the Board, now that this culture is established,
is to monitor performance.
Our Trademark Behaviours were rolled out during 2023; these
effectively complement and support our purpose and strategy.
During 2024, we embedded these across our people processes,
including recruitment, performance management and
leadership development. Our businesses each created unique
ways to embed these behaviours further, in the form of local
recognition awards, linked reward schemes, shout-out
noticeboards and integration into everyday meeting etiquette.
During the year, the Group conducted a Group-wide employee
engagement survey, further details of which are included in our
People and Culture section on page 57. As part of this survey,
targeted questions covering our Trademark Behaviours were
included, to enable the Group to obtain a baseline metric for
the effectiveness of their integration. This will give the Group a
platform to continue to develop and find creative and effective
ways to embed these behaviours successfully, so that all
employees continue to feel valued and heard, and the
behaviours become intrinsic. The Board recognises the
effectiveness of this targeted approach and will continue
to receive updates and provide insights on a regular basis.
Our Trademark Behaviours are visible; they are values in action.
They create the standard for all employees to strive towards
and they are measurable through actions.
We work together
We find a better way
We take ownership
Currently, the Board receives updates in respect of its people
and culture, which includes both qualitative and quantitative
methods, as follows:
– 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;
– monitoring of The 5% Club status;
– reasons for leaving;
– leadership development;
– reward, remuneration and incentives; and
– strategic projects.
The Board also obtains feedback directly via its dedicated
employee engagement Non-Executive Director through site
visits. The Audit Committee receives updates in respect of any
whistleblowing reports at each meeting, further information on
which is included in our Audit Committee Report on page 122.
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 our aligned Trademark
Behaviours will help realise the achievement of our
strategic goals.
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Financial Statements
Governance
Control framework for the management
and assessment of risks
The Board is responsible for determining the nature and extent
of the significant risks that 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 111 to 115
)
, which reports to the Board on all
matters, including the effectiveness of these systems. As noted
in its Report, the Risk Committee is structured as an executive
Committee to the Board, with the Chair of the Audit Committee
attending at least one meeting. The Risk Committee reports on
all its activities to the Board, and the Board is required to review
and approve any relevant papers and changes to the Group’s
risk appetite, principal and emerging risks, climate-related risk
and opportunities, governance procedures and risk
management structure. This approach enables Committee
meetings to be constructive and effective at reviewing and
discussing the granular detail of risk across Business Units and
the Group as a whole, whilst still maintaining compliance with
Provision 25 of the Code, given that all output must be reviewed
and approved by the Board.
The Board is ultimately responsible for ensuring that:
– there is an established framework and supporting systems 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 controls and related financial
and business reporting.
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.
The framework 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.
The principal risks and uncertainties, together with the emerging
risks for the Group, including their potential impact and
mitigating actions and more detail about the risk management
framework, are set out on pages 75 to 85.
The Board is aware of the upcoming changes in the UK
Corporate Governance Code 2024 in respect of Provision
29, and continues to develop its processes and make
improvements to the Group’s control environment to ensure it
maintains compliance with Provision 29 of the 2024 Code by
FY 2026. In respect of the financial year under review, 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 2018 Code.
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’s processes ensure that there is the opportunity
for any conflicts to be disclosed, and robust procedures are
in place to authorise and manage such conflicts of interest.
All potential conflicts approved by the Board are recorded
in a conflicts of interest register which is maintained by the
Company Secretary. Directors have a continuing duty to
update the Board with any changes to their conflicts of
interest and any conflicts are reviewed on a regular basis.
The Board confirms that the procedures for managing any
conflicts of interest operated effectively during the year.
Promoting 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.”
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Strategic Report
Financial Statements
Governance
The responsibilities of the Chair, CEO, CFO, SID, Board and Committees are clearly defined and agreed by the Board. The division
of responsibilities between the leadership of the Board and the executive leadership of the Group are showcased below.
Strong foundations
is run in the best interests of its shareholders. Part of this role
includes working with the Company Secretary in setting the
Board agendas, ensuring that adequate time is available for the
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 that 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 the
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. The CEO, along with the CFO, is 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 is
facilitated by regular contact between them. This strong
partnership and regular communication ensure 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.
There is a clear division of responsibilities
between the leadership of the Board and
the executive leadership of the Group.
Separation of the roles of Chair
and Chief Executive Officer
Principle F of the Code outlines the responsibility of the Chair
and their accountability for directing the Company, and
demonstrating objective judgement. The Company applies this
Principle, and 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 the
executive management of the Company from Board
leadership, which ensures that the Chair and CEO are able 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
Chair
Kevin Boyd
Provides overall leadership and governance
Sets the Board agenda
Promotes a culture of openness, challenge and constructive debate
Ensures that Directors understand the views of major shareholders
and stakeholders
Senior Independent Director
(
SID
)
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
Non-Executive Directors
(
NEDs
)
Shatish Dasani, Bronagh Kennedy
Scrutinise and constructively challenge the
performance of Executive Directors and contribute
to setting strategy, succession plans and
remuneration strategy
Employee Engagement NED
Louise Brooke-Smith
In addition to NED responsibilities, the Employee Engagement NED
is also responsible for employee engagement on behalf of the Board,
ensuring their views are considered in its decision-making
Chief Executive Officer
(
CEO
)
Joe Vorih
Executive management of the Group’s business
Develops and implements Group strategy and
commercial objectives
Leads the senior management team in effecting
the decisions of the Board
Communicates with the Board, shareholders,
employees and other stakeholders
Chief Financial Officer
(
CFO
)
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
Company Secretary
Emma Versluys
Supports the Board and Committees and 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 facilitates induction and training
programmes for Directors
Non-
Executive
Directors
Executive
Directors &
Company
Secretary
Division of responsibilities
Section 2
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Financial Statements
Governance
Role of the Senior Independent Director
Lisa Scenna was appointed as the 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
serve 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 the authority to add items to the agenda
of any regular or special meetings 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.
Board meetings
During the year, in total, there were seven scheduled Board
meetings and four ad hoc meetings held, as well as a number
of Committee meetings. Details of attendance at Board and
Committee meetings are shown on page 87.
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, as outlined on page 94,
in addition to key items that need to be addressed during the
year. Designated senior leaders from across the Group, as well
as external advisers, attend some of the meetings on request,
for a discussion of specific items in greater depth and to
provide training and updates.
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 Board members to have
greater knowledge and visibility of the Group’s operations, and
enables the Board to engage with employees, complementing
the structured employee engagement forums that take place
with the dedicated Non-Executive Director.
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 four different sites during 2024, these being the Nuaire
site in Caerphilly, the Polypipe Civils & Green Urbanisation site
in Horncastle, the Adey site in Stonehouse and the Group
Head Office in Leeds.
During the year, the Chair held meetings with the Non-Executive
Directors without the Executive Directors being present, and 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 104.
Board oversight of strategy
The Group’s purpose, ‘Together, we create sustainable
living’, continues to be underpinned by our people and
culture. Each year, the Board holds an annual strategy day,
where it spends a full day with senior management to
discuss the current performance of the Group and the
strategic plan. The strategy day during 2024 was held in
October, and the first session was a brief overview of the
Group’s approach to the five-year planning cycle, with a
focus on the output of this approach and validation that it
would contribute to delivering our medium-term goals.
Following this, presentations on four strategic workstreams
took place, hosted by members of the Genuit Leadership
Team
(
GLT
)
. Each workstream had a specific project team
assigned to it, including GLT members along with additional
participants, and presentations were given that provided
an overview of each project, including workstream
objectives and progress to date. This was a different format
from previous strategy days, which had typically focused
on Business Units. Each presentation highlighted the desire
to work together across the Group to continue to meet
expectations and exceed targets. A key focus was on
how the Group will deliver on growth and the role of
artificial intelligence
(
AI
)
from both an opportunity and a
risk perspective. It was a great opportunity for the Board
to meet other senior leaders from within the Group, in
addition to its regular engagement with the Executive
Management Team
(
EMT
)
.
The strategy day was attended by all EMT members and
was also attended by Lee Mellor in advance of him joining
the Group, with a strategy day dinner organised to allow for
informal interaction, engagement and challenge around
the topics discussed that day. In addition, there was a
presentation given by an external economist to help set the
scene for strategy progress in 2025.
The Board had the chance to reflect on the presentations
at the meeting the following day, with the Chief Strategy
and Sustainability Officer in attendance. In addition to the
strategy day, there is a formal half year update on strategy
to the Board, as well as the regular progress updates
given in the CEO reports at every Board meeting.
Further information on the execution of our strategy
during 2024 is included in our Strategic Report on
pages 15 to 85.
Chair engagement with employees
In addition to having the opportunity to engage directly
with employees through scheduled Board site visits,
the Chair took further steps to engage with senior
management teams where possible, to enable him to
confirm that executive management was operating
effectively and in a way that was consistent with the reports
to the Board. This allowed a broader, more independent
perspective to be shared with the Board on the
Group’s operations, fostering a better understanding
of challenges or opportunities. This engagement
improves governance, enhances transparency
and contributes to more informed
decision-making within the Board.
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Shareholder Information
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Governance
Shaping the future
A successful Board is one that has a
combination of skills, experience and
knowledge, allowing all Directors to
actively contribute to discussions and
provide challenge where appropriate.
Board composition, qualification and experience
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 for
their personal attributes and experience.
During the year, the annual review was conducted regarding
the current skills of the Board, and the skills matrix was
reformatted to differentiate between proficiency and
experience. All the 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
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 for the Board, collectively.
Following completion of the matrix, the Board remained satisfied
with the recruitment strategy of the Nomination Committee.
The Nomination Committee and the Board have also
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.
Board skills to promote long-term success
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 2024 is below.
Board skills matrix
Competency
Manufacturing sector experience
Construction/building materials
sector experience
Genuit Group specific knowledge
and experience
PLC Executive Director/Non-Executive
Director experience
International experience
Legal and governance
Financial governance
ESG
Managing investor relationships
Developing technological capability
People & culture
M&A
0%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Proficiency
Experience
Tertiary/not an apparent competency
Composition, succession and evaluation
Section 3
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Governance
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 also 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 details 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 2024 and the date of this
Report, none of these appointments compromise the
effectiveness of any individual Director or their ability 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 90 and 91.
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. 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
that any newly onboarded Directors are successfully integrated
into the Group and their role as quickly as possible. Directors
may take independent professional advice in the furtherance
of their duties, if necessary, at the Company’s expense.
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 Director training 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 and Director recruitment process
The recruitment process is designed to ensure that the search
for new Directors is thorough and inclusive, and ensures that
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. The executive search agency then provides
a longlist of potential candidates from various backgrounds
and industries, based on this candidate brief. The candidates
are then shortlisted following discussions between the Chair,
the 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 considered 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 being tasked with the formalities.
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Board evaluation and effectiveness
In accordance with Code Provision 21, the Board conducted an internal evaluation during the financial year. This process involved
the completion of anonymous online questionnaires for the Board and each Committee. The 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, and progress made during the year since the 2023 internal Board evaluation is documented below:
Internal Board evaluation 2023
Progress during 2024
Review of interactions with colleagues to enable the Board to
fully understand any concerns or challenges within the culture
of the organisation and, therefore, fulfil its obligation to ensure
that the Group’s purpose, behaviours and culture are all
aligned
Increased employee engagement meetings and the
addition of updates at each Board meeting to ensure that
the employee ‘voice’ is present in the Boardroom at every
meeting
Board agendas and papers streamlined to allow for deeper
dives into topical/key issues, whilst allowing sufficient time
for governance-related matters
Review conducted of Board agendas and deep dives
scheduled during the year on key areas such as
sustainability, IT and people and culture. Legal and
governance updates at each meeting
Review of the composition of the Board to ensure appropriate
knowledge of the industry, to enable effective strategic review
and challenge
Annual review of the composition of the Board and updates
made during the year to the format of the Board skills matrix,
to differentiate between proficiency and experience.
This enables the Board to identify any further areas that
can be improved upon
The Board was asked as part of the 2024 internal evaluation to detail its key strengths 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
the identification of areas of focus for improvement during 2025:
Outcomes of the internal Board evaluation 2024
Plans for improvement in 2025
Additional focus on emerging markets and
sustainability practices
Focus on further training opportunities for the Board
during 2025 and continued updates to the Board on
regulatory developments
Continue to improve the breadth of exposure of NEDs to the
culture and people of Genuit, as well as to customers and
industry experts, to keep abreast of areas impacting strategy
Update to the employee engagement programme to
improve access, hosting as a virtual session in addition
to in-person sessions. Continued deep dives of Business
Units planned to allow the Board to obtain further insight
into customers, suppliers and the wider industry
Overall, the results of the evaluation were positive, with the Board and its Committees being viewed as operating effectively and in
line with their respective remits. The next external evaluation will be conducted in 2025, in accordance with the Code requirements
to conduct an external audit at least once every three years.
The final principles and provisions of the Code are vital for
maintaining effective governance within financial operations
and remuneration practices. They ensure that the Group has
robust systems in place to manage and monitor financial risk,
maintain accurate records and ensure compliance, as well as
setting parameters to ensure the fair and transparent
remuneration of executives. These principles and provisions
help safeguard the integrity of our operations and ensure that
our remuneration practices are competitive, fair and aligned
with our strategic goals. We have covered these in more detail
in our Audit and Risk Committee Reports on pages 111 to 122, and
in the Remuneration Report on pages 128 to 153.
The audit, risk and internal controls
& remuneration principles and
supporting provisions of the Code
are vital for maintaining effective
governance within financial
operations and remuneration
practices.”
Audit, risk and internal
controls & Remuneration
Sections 4 & 5
Shaping the future continued
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Financial Statements
Governance
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 118 and 119.
In accordance with Principle N of the Code, the Board is required
to ensure that its 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. Secondly,
it assesses whether the information presented is balanced,
ensuring that 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, when, taken as a
whole, is fair, balanced and understandable, and following its
review, the Board was of the opinion that the 2024 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 19 May 2025. All shareholders have the opportunity to
attend and vote, either 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. The results will be announced
to the London Stock Exchange via a Regulatory Information
Service announcement and published on the Company’s
website.
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 124 of the Directors’ Report.
Re-election of Directors
At the AGM, all Directors will retire and submit themselves for
re-election. 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
11 March 2025
The Group has a thorough
assurance process in place
in respect of the preparation,
verification and approval of
periodic financial reports.”
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Governance
Nomination Committee Report
Kevin Boyd
Chair of the Nomination Committee
Members
Dear Shareholder
I am delighted to present the Report of the Nomination
Committee
(
the Committee
)
for 2024, reporting on the work
of the Committee during the year.
The Committee plays a crucial role in the governance structure
of the Company, establishing and maintaining the process
for appointing new Board members and the Executive
Management Team
(
EMT
)
, and 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.
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 led by the EMT. Whilst there were no
changes to our Board composition during the year, there were
changes to the EMT, involving the Committee. Clare Taylor
stepped down from her role as Chief People Officer
(
CPO
)
during
the year, and Tim Pullen, our Chief Financial Officer, covered this
role as Interim CPO in accordance with our established policy
for contingency planning, whilst the process of recruiting a
replacement was completed. Following a robust recruitment
process, we are pleased to welcome Edel Conway to the Group
and EMT as our new CPO, to continue to lead our people and
culture journey. Edel has attended two Committee meetings
since joining us in January 2025, and we look forward to her
future contributions to the Committee and its work. In addition,
we welcome Lee Mellor, our newly appointed Business Unit
Managing Director for the Climate Management Solutions
(
CMS
)
Business Unit, to the Group and the EMT. Lee will drive the
deployment of the Group strategy within CMS to support the
delivery of the Group’s medium-term objectives and, therefore,
its purpose. As EMT members, both Edel and Lee are members
of the Risk Committee, as referenced in our Risk Committee
Report on page 112.
The Committee has demonstrated its effectiveness in
successfully supporting the Executives in recruiting and
onboarding new members of the EMT, 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 its plans for future growth.
During the year, the Committee reviewed and updated its Board
skills matrix to record those Board members offering proficiency
in certain areas versus experience. This allows the Committee to
further differentiate between the level of skills across the Board
and identify any current or potential future gaps. The Board skills
matrix supports the Committee in its succession planning, by
identifying skills gaps and ensuring that these are carefully
considered by the Committee when making changes to the
Board. 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.
Equality, diversity and inclusion continue to be a priority for the
Committee. The Board’s membership currently comprises 42.8%
of female members, one Director is from an ethnic minority
background, and one senior Board position is held by a female.
In addition, the data collection pool capturing gender data has
extended, following the merging of the Executive Committee
and EMT to capture the roles reporting into the EMT. We can
therefore confirm that the Company complies with the
diversity-related recommendations within Listing Rules
LR 6.6.6R
(
9
)
, further details of which are reflected within
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
11 March 2025
Lisa Scenna
Senior
Independent
Director
Bronagh
Kennedy
Non-Executive
Director
Shatish
Dasani
Non-Executive
Director
Louise
Brooke-Smith
Non-Executive
Director
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Governance
Members and meetings
The Committee comprises Kevin Boyd
(
the Chair
)
and all the
Non-Executive Directors, these being Shatish Dasani, Bronagh
Kennedy, Lisa Scenna and Louise Brooke-Smith. In accordance
with best practice, Joe Vorih
(
Chief Executive Officer
)
and Edel
Conway
(
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 details on the members of the
Committee and their attendance at Committee meetings are
set out on page 87. 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.
After each Committee meeting, the Chair reports to the Board
on the main items that were 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 January 2025
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, along with the activities it has undertaken during
the 2024 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 2024. 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 January 2025, the Committee considered the results of the
review and concluded that the evaluation had found the
Committee to be operating effectively, and communicating
as required with the Board in relation to matters within its remit.
It was noted by Committee members that a review and refresh
of senior management succession planning would be
beneficial, and that this will be considered during 2025. Further
details on the internal Board evaluation can be found on page
104 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 the
performance and commitment of all Directors is such that the
Company should support their re-election.
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. This includes attendance at
Board and applicable Committee meetings, as well as the time
needed to prepare for meetings and for other additional
commitments that may arise during the usual course of
business. Further details of the Directors’ appointments are
included in the biographies on pages 90 to 91.
As stated in the Corporate Governance Report, all of the
Company’s Directors will retire and each will offer themselves for
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.
2024 key achievements
Review of the structure, size and composition
of the Board
Review of the senior leadership succession plan
Review and update of the Board skills matrix
to enhance the review of skills and experience
on the Board and the resulting gap analysis
Supported the EMT in the recruitment of a
Chief People Officer and CMS Business Unit
Managing Director
2025 areas of focus
Review the Board composition and succession
planning for Non-Executive Directors
Review the enhanced senior management
succession plan following integration with
performance management modules within
Workday, HRIS
Recommend the adoption of an ethnicity target
for senior leadership
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Role of the Committee and its activities during
the year
Succession planning and tenure
The Committee is satisfied that all key roles have credible
succession and contingency plans in place. Notwithstanding
this, the Committee considers succession and contingency
planning regularly. When considering succession planning,
the Committee takes into account the challenges and
opportunities facing the Group and the future skills and
expertise needed on the Board to enable the effective
execution of the Company’s strategy using objective criteria,
whilst promoting 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 and the
skills needed on the Board, both now and in the future.
Nurturing talent is a key enabler to delivering our growth
strategy, creating a high-performance, purpose-led,
inclusive culture. 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, ensuring that the
composition of the Board and senior management teams
remains appropriately balanced between new and
innovative thinking and longer-term stability and corporate
knowledge. The Group Talent Director is responsible for
managing the talent programmes within the Group, and
during 2024, we launched the Genuit Leadership Programme
for our senior leaders. The programme consisted of
assessments, coaching and in-person learning, delivered by
an experienced third party.
Diversity and inclusion
(
D&I
)
The Committee supports and endeavours to drive increased
diversity in line with Principle J of the Code, and encourages
equality, diversity and inclusion across the Group. It recognises
its role in establishing a diversity-led culture to increase
innovation, creativity and engagement, as well as gaining
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. The diversity of the wider
leadership team is monitored with reference to data extracted
from the Company’s secure HR information system, Workday.
All employees are able to use this system to provide their
individual diversity data, including gender identity and ethnic
background, should they wish to do so.
The D&I Policy is reviewed and approved annually, and diversity
and policy initiatives are embedded across the Group through
dedicated engagement events throughout each year, which
remain static to enable consistent reviewing of progression
and development. During 2024, this included the following,
as noted in the Strategic Report on page 59:
March 2024
International Women’s Day
– this is an
important lever for the Group in promoting gender equality
across the organisation. In March 2024, we asked employees
to highlight and discuss everyday stereotypes across our
businesses. This set a culture of raising awareness and
supported local businesses in implementing updates
and changes
June 2024 Pride
we asked colleagues via an anonymous
survey what questions they wanted to ask experts about Pride,
and shared the responses to their questions in a podcast
September 2024 National Inclusion Week
– we asked
employees via a survey what would they like us to focus
on in 2025 and expanded the membership of the D&I
working group
November 2024
Movember
– we held sessions both on
our sites and virtually, and leaders held ‘Mo-ments’, which
provided an opportunity to discuss difficult subjects locally
As reported in our 2023 Annual Report and Accounts, in early
2024 we issued new maternity and paternity policies, following
a review which was prompted by one of our D&I initiatives,
and we were proud to share this development and level of
responsiveness with our employees. We continue to promote
direct engagement with employees to assist us in identifying
and making improvements to our diversity-related policies
and procedures.
Diversity requirements form part of the succession-planning
framework, as outlined earlier in this Report, as well as being a
key criteria for any recruitment partners with whom we engage.
The data relating to the next layer of senior management
indicates that 41% identify as female and 59% as male, whilst
across the wider workforce, the split is 26% female and 74%
male. Since the launch of Workday, we are capturing more
diversity data, such as age, sexual orientation, disability and
ethnicity, to further understand the diversity of our workforce.
The table on page 109 shows our Board’s composition in line
with the Listing Rule requirements, including gender, ethnicity
and the percentage of women in senior Board positions, as at
31 December 2024. It also shows gender diversity at senior
management level, this being the EMT 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. As at the reference
date of 31 December 2024, our EMT comprises 83% male and 17%
female members. The Committee and the Board also fully
support the Parker Review’s ‘One by 2024’ recommendation, and
is pleased to confirm compliance with this as at 31 December
2024. Additionally, the Parker Review requests data on the senior
management team and its current percentage for minority
ethnic groups. The percentage figure for the Group as at
31 December 2024 was 4.6%. No target for the Company was
submitted for the year ended 2024; however, further analysis will
be conducted during the year to ascertain an appropriate
target for the Group prior to the 2025 year end. The Committee
will review and approve the future targets in this area and
further details will be included in the 2025 Annual Report and
Accounts. Further information about diversity and inclusion and
how it contributes to our strategic objectives is included in the
Strategic Report on pages 59 to 61.
Nomination Committee Report continued
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Governance
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.
During 2024, we launched our talent and performance
module within Workday, which will enable us to adopt a
Group-wide approach to performance management and to
use this data when considering succession planning. We will
be implementing this module across the Group during 2025,
ensuring a consistent approach to performance
management across all of our businesses. More information
on our annual performance review process is included in our
People and Culture section on pages 62 to 63.
During the year, 44 of our Genuit Leadership Team
(
GLT
)
members participated in the Genuit Leadership Programme,
which had a positive impact and received positive feedback.
The year end review also provided an opportunity to review
the diversity of this strategically important group. The overall
GLT population at 31% female continues to track higher than
the total organisation, which is 26% female as at
31 December 2024. Gender diversity is an improving picture
across the Group, following this greater representation in
senior leadership. Hiring of female colleagues has increased
during the year, with 30% of applications and 26% of hires
being female. This is positive progress, given the challenges
we see across our industry in attracting female talent. Whilst
we are still in the early stages of using Workday to track and
review diversity data, there has been progress during the
year and positive outcomes, such as an overall reduction in
the number of employees who ‘Prefer not to say’, and the
ability to track the data of new hires across the year, of
whom 12% were from a minority ethnic group.
FCA Diversity Disclosure table
Data under LR 6.6.6R
(
9
)
In line with LR 6.6.6R
(
9
)
, as at the reference date of 31 December 2024, 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
43%
1
16
36%
Men
4
57%
3
28
64%
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
86%
4
41
93%
Mixed/multiple Ethnic Groups
2
5%
Asian/Asian British
1
14%
Black/African/Caribbean/Black
British
Other Ethnic Group including Arab
Not specified/prefer not to say
1
2%
1.
Per the definition above on page 108.
2.
Per the definition above on page 108.
Gender is captured as sex for all employees at the onboarding stage and is held on the Company’s secure HR system, Workday. Genuit has 100% completion of sex
data for the members of the Board and Senior Leadership, which is the data 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 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 this data 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, GDPR 2018 and DPA 2018
)
.
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Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
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 the 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 a sufficient explanation and where agreed by the
Committee as a whole
)
.
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 2025. A considered process supports director
appointments to the Board and is set out below. It is bolstered
by the Group’s Diversity & Inclusion Policy, which drives action to
promote diverse appointments and inclusive recruitment.
During the year, there were no changes to the Board
composition; therefore, the Committee did not require any
confirmation of the independence of third parties. Information
on the Directors’ service agreements, shareholdings and share
options is set out in the Directors’ Remuneration Report on
pages 131 to 151.
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.
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.
During the year, the matrix was updated to differentiate
between those Directors who are proficient in specific subject
matters, and those who are experienced. This allows the
Committee to identify any areas of expertise which are lacking
or that require further development. It also highlights those
areas where there are opportunities to further grow the Board’s
collective knowledge and level of diversity. Following the annual
review, the skills of the Board are considered 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 2024 is included
in the Governance Report on page 102.
By order of the Board.
Kevin Boyd
Chair of the Nomination Committee
11 March 2025
Recruitment of Chief People Officer
During the year, we embarked on the recruitment of a
new Chief People Officer. We engaged an external
recruitment firm and reviewed the technical and cultural
fit of the shortlist of candidates, in addition to considering
diversity and the long-term goals of the Group.
Following a rigorous and robust recruitment process, we
are pleased to welcome Edel Conway, who joined the
Group as Chief People Officer in January 2025 to lead our
people and culture journey, as we position the Group for
continued success and future growth.
Confirm the intended outcome
of the process and define the role
Assess the specification and role
against a longlist
Engage an external recruitment firm
and outline the recruitment process
Review technical and cultural fit
to agree a shortlist
Identify the preferred candidate to be
recommended to the Board
Stage 1
Stage 2
Stage 3
Stage 4
Stage 5
Recruitment process
Nomination Committee Report continued
110
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Tim Pullen
Chair of the Risk Committee
Members
Risk Committee Report
Emma
Versluys
Group Legal
Counsel and
Company
Secretary
Edel Conway
Chief People
Officer (with effect
from 27 January
2025)
Steve Currier
Business Unit
Managing Director
(BU MD), WMS
(interim) & SBS
Martin
Gisbourne
Chief Strategy
and Sustainability
Officer
Lee Mellor
Business Unit
Managing Director
(BU MD), CMS
(with effect from
1 December 2024)
Joe
Vorih
Chief Executive
Officer
Dear Shareholder
I am pleased to present the Risk Committee
(
the Committee
)
Report for the year ended 31 December 2024, having completed
my first full year as Chair of the Committee.
During 2024, the risk profile of the Group was impacted by both
the global and domestic macroeconomic environments. In the
context of this ever-evolving environment, the Committee
focused on overseeing and regularly reviewing the Group’s
principal and emerging risks, to ensure that mitigating actions
remained effective and that the Group was able to adapt the
tolerances of its risk appetite. Internationally, conflict continued
in the Middle East, and our focus as a Committee was on
ensuring that our employees in our Dubai operations remained
safe and that input supplies to the Group were unaffected by
supply chain disruption. We remain vigilant but satisfied with the
mitigations in place, and continue to monitor the situation.
Across the world, the impact of climate change is evident, with
warmer temperatures being recorded and intense rainfall
events becoming more frequent, causing significant flooding
events. Climate-related risks and opportunities remain a key
agenda item for the Committee, and during the year, we
conducted further quantitative scenario analysis on key risks
and opportunities as part of our obligations under the Financial
Conduct Authority
(
FCA
)
Listing Rules and recommended Task
Force on Climate-Related Financial Disclosures
(
TCFD
)
. Whilst
climate change poses risk, it also presents opportunities for the
Group, with structural drivers in both mitigating and adapting to
the impacts of climate change, that are expected to provide
growth opportunities for the Group over the medium term.
Given the Group’s overall purpose, it is important that the
Committee continues to review and remain aware of the risks,
to enable the Group to capitalise on any opportunities. Within
the context of the assessments under TCFD, overall, our
assessment was that any 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 42 to 53.
Domestically, the market remained subdued in respect of
residential and commercial construction. During the year, a new
Government was elected in the UK, and we are encouraged by
the new administration’s focus on growth and in particular the
desire to promote construction and address the structural
housing shortage. However, there are also risks posed by policy
changes and, following the Autumn Budget, the Group has
quantified that c.£5m of additional costs will be incurred during
2025, associated with National Insurance and minimum wage
changes. The Group remains committed to increasing
productivity, and the deployment of the Genuit Business System
is one example of this commitment. Public policy and regulation
provide both opportunities and risks, and during 2025, this will be
an area of active focus for the Committee.
Internally, we expanded the Group through two acquisitions, as
we welcomed new employees from Sky Garden and Omnie &
Timoleon, and the Committee oversaw the risk aspects of the
integration process for both acquisitions. The recruitment and
retention of key personnel and the associated risks were
monitored as part of the Business Unit and Function reviews that
take place on a rotational basis. The Committee remains
satisfied that local teams continue to manage risks effectively,
with strong progress being made in the cultural development
and diversity of the Group, supported by the Group’s inaugural
employee engagement survey in March 2024. In addition, the
Committee placed a focus on compliance rates for learning
and development courses, noting the importance of this for
mitigating a broad range of risks. Further information on our
people strategy and engagement with our employees can be
found in the Strategic Report on pages 56 to 65.
During the year, the Committee improved its visibility on
changes in risk through more frequent reporting. This was
achieved by requirements for Business Units and Group
functions to highlight any material movements in risk at each
meeting. This has been effective in enhancing the Committee’s
agility in overseeing risk management within a dynamic
environment. The Committee also reviewed its approach
to defining and monitoring risk appetite during the year.
We remained resilient to
the changing markets and
continued to invest in the
Genuit Business System.”
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Financial Statements
Governance
The subsequent improvements made ensure that the
consideration of risk appetite is at a principal risk level,
enabling detailed assessment of whether mitigating actions
bring the inherent risk exposure in line with risk appetite.
The Committee will continue to review and make improvements
to processes to maintain effective risk reporting and mitigation
across the Group.
Following the updates made to the Terms of Reference in 2024,
as a result of which one Non-Executive Director will attend at
least one Risk Committee meeting, Shatish Dasani, Chair of the
Audit Committee, attended one meeting during the year.
This provided additional opportunity for challenge and
oversight by the Board and Mr Dasani reported his
observations on the effectiveness of the Committee
to the Board following his attendance.
As part of its annual cycle, at its meeting in early 2025, the
Committee reviewed, discussed and agreed the final changes
to the Group’s principal risks and uncertainties and emerging
risks prior to submitting the list to the Board for approval, to
ensure that the reporting of these risks remained current,
proportionate and appropriate. This 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’s
risk management framework. Further detail is also included
about the performance and effectiveness of the Committee,
which was reviewed as part of the internal Board evaluation
carried out during the year.
The Committee’s work in 2024 has continued to strengthen
the Group’s risk management structure. It acts as a dedicated
forum to consider risk management, and we will endeavour
to continue to apply continuous improvement measures
during 2025. I remain confident that we are well positioned
to meet the challenges and uncertainties that the current
macroeconomic conditions pose. Details of our principal
risks and uncertainties, as well as our emerging risks,
can be found on pages 75 to 85.
I will be available at the AGM to answer any questions about
the work of the Committee.
Tim Pullen
Chair of the Risk Committee
11 March 2025
Members and meetings
The Committee was reviewed during the year to ensure that it
remained fit for purpose and continued to have the skills and
experience required to perform the roles and responsibilities
within its remit. Following the departure of Clare Taylor, Chief
People Officer, and Steve Durdant-Hollamby, Business Unit
Managing Director of WMS during the year, Lee Mellor, Business
Unit Managing Director of CMS, and Edel Conway, Chief
People Officer joined the Committee on 1 December 2024 and
27 January 2025, respectively. The current Committee
membership, therefore, comprises Tim Pullen, Joe Vorih, Martin
Gisbourne, Edel Conway, Emma Versluys, Steve Currier and Lee
Mellor. Accordingly, there are seven members. The Group
Financial Controller and the Group Internal Audit Director are
invited to attend all meetings, and Group function heads and
senior managers within the Business Units are invited to attend
and provide an update to the Committee on a rotational basis.
The Deputy Company Secretary acts as Secretary to the
Committee. The Committee is required to meet not less than
four times a year, and it held four meetings during the year
under review.
As reported in the 2023 Annual Report and Accounts, it was
agreed by the Board that, given the wholly executive
membership of the Risk Committee, it would be beneficial for
the Audit Committee Chair to attend at least one Committee
meeting a year. This provides independent insight to the Board
on the activities of the Committee to ensure the Committee is
managing risk appropriately and effectively, complementing
the work of the Audit Committee. Shatish Dasani, Audit
Committee Chair, was invited to all Committee meetings and, in
accordance with the Committee Terms of Reference, he
attended one meeting in April 2024.
The UK Corporate Governance Code 2018
(
the Code
)
Provision
25 requires that risk management systems be either reviewed
by the Audit Committee, a risk committee comprising
independent Non-Executive Directors, or the Board.
2024 key achievements
Improvement to our risk appetite analysis to enable
principal risk level assessment
Completion of scenario analysis on two further
climate-related risk and opportunity areas
Establishment of a cross-functional working group
to consider the potential risks and opportunities
posed by artificial intelligence
Monitoring of changes in macroeconomic risk
at both international and domestic levels
2025 areas of focus
Completion of training workshops to further embed
the Group risk appetite process within operations
Changes to reporting templates to further enhance
the quality of reporting to the Committee
Further embedding of climate-related risk
and opportunity assessment outputs within
strategic workstreams
Oversight of the Group’s programme to implement
compliance with Provision 29 changes under the
Corporate Governance Code
Risk Committee Report continued
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Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Although the Committee comprises solely 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. Therefore, such decisions are not made
without Board approval. The executive composition of the
Committee enables meetings to be effective at reviewing and
discussing the granular detail of risk across Business Units and
the Group as a whole. The attendance by the Audit Committee
Chair at one Committee meeting each year provides
independent oversight and assurance to the Board that it
continues to have appropriate oversight of the activities of the
Committee and the Group’s risk management processes.
Governance
In accordance with Code Principle L and Provision 21, the Board
and its Committees are required to be evaluated on an annual
basis, with external evaluations conducted at least every three
years. An external evaluation was conducted in 2022, and,
therefore, an internal evaluation was conducted during the year.
The 2023 internal evaluation included recommendations to
improve the length and frequency of meetings, which, as
reported in the 2023 Annual Report and Accounts, resulted in an
update to the Terms of Reference to increase meetings from a
minimum of two to four, and the issue of standardised
templates to ensure consistent reporting to the Committee. This
has improved visibility and contemporaneous reporting on risk
rating to the Committee and will continue to be applied during
2025. The Committee evaluation held in December 2024
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. A recommendation was made for additional training
of Committee members on the assessment of risk, given the
change in membership during the year, and a review as to the
implementation of this training will take place during 2025.
The Committee is responsible for monitoring and reviewing risk
management systems; therefore, it 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:
– it reviews, manages and agrees the risk appetite, tolerance
and strategy of the Group for approval by the Board;
– it 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 risk
management systems and internal controls;
reviews the alignment of any identified risks
to Group strategy; and
supports the Remuneration Committee in ensuring that
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 key
items discussed, as well as reporting on the nature and content
of the discussion, making recommendations and proposing
actions to be taken or approvals requested. The Deputy
Company Secretary acts as Secretary to the Committee, and
the 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 October 2024 to
ensure that they remained appropriate. The Board approved
the Terms of Reference at its meeting in December 2024, and a
copy can be found on the Company’s website.
Role of the Committee and its activities during
the year
Ensure 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. In the UK Corporate
Governance Code 2024, Principle O was updated to include
the requirement to ‘maintain’ the framework, in addition to
establishing its procedures. In readiness, the Board already has
processes in place to ensure compliance with the updated
Code, given the requirement for the Committee to provide a
detailed report to the Board after each meeting, currently held
a minimum of four times a year. 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 that
weaknesses in the risk management systems are identified,
plans for strengthening these systems are discussed and
agreed by the Committee, implemented as appropriate and
reported to the Board. 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 for managing or
mitigating principal risks and identifying emerging risks; and
– reviewing and approving the statements to be included in the
Annual Report and Accounts concerning internal risk controls
and risk management.
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Financial Statements
Governance
Evaluate and assess the 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 12 months. Emerging risks that are
identified across the Group are consolidated in the same way
and highlight 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,
and timescale to impact. 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.
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. Business Unit Managing
Directors
(
MDs
)
, as Committee members, are still required
to present their specific Business Unit risk register on a
rotational basis. This is beneficial for ensuring that all
Business Unit MDs are aware of other identified current
and emerging risks across all Business Units, which
enables the Committee to synergise mitigation where
appropriate and take a high-level and consolidated
approach to managing emerging risks. Group function
heads are also required to present to the Committee on a
rotational basis and risk register owners are 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 to
the reviewing of risks. They are ultimately responsible to
the Committee for managing and adequately
implementing the Group’s risk management procedures
and for 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 management systems and controls.
Business Unit and Group function risk registers must be
submitted at least twice a year, so that the Group
principal risk register can be updated every six months.
The Group risk register represents 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.
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.
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 76 of the Strategic Report.
Each business and Group function is responsible for monitoring
and maintaining individual risk registers, 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 the Group’s 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 climate-related risk is in line with the
process above, managed by the Chief Strategy and
Sustainability Officer. Committee meetings include a
requirement for Business Unit and Group function leads to
report any movement in reported current or emerging risks.
This was implemented during 2024 and has proven to be an
effective mechanism to enable the Committee to have regular
oversight of changes to risk outside of the six-monthly cycles.
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
controls and approves the Group risk appetite on an annual
basis. The Board reviews and approves any material output of
the Committee, which ensures that 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 its
risk appetite and monitoring its implementation to set a culture
in line with this. It monitors and reviews the Group’s risk registers,
identifying and evaluating principal and emerging risks,
approving climate-related risks and presenting to the Board
for approval and inclusion in the Annual Report and Accounts.
Risk Committee Report continued
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Shareholder Information
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Financial Statements
Governance
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
our 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 that they are monitored
on an ongoing basis, and the Committee places a 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 77 to 85 of the Strategic Report.
Climate
In line with the recommendations in the Task Force on
Climate-Related Financial Disclosures
(
TCFD
)
and the FCA’s
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 that the Board has adequate oversight of these
risks and opportunities and ensures that the impact is
adequately assessed and appropriate mitigations identified,
ensuring that the Company is resilient enough to manage these
over the short, medium and long term.
Quantitative and qualitative analysis was conducted by the
Committee to assist with the completion of its TCFD disclosure,
which provided further clarity and insight into the impact of
those risks that had been identified as significant. At its meeting
in July, the Committee approved one transition risk and one
opportunity to undergo further 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 81, 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,
thus reducing its overall scoring. Further details about the
findings of our quantitative assessments and the monitoring
of the qualitative assessments can be found in our TCFD Report
on pages 42 to 53.
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, along with the principal and emerging
risks that the Company is willing to take to achieve its
long-term strategic objectives; and
– reviewing and assessing the Company’s risk appetite and
the associated stress testing.
During the year, the Committee reviewed its 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 the risks that the
Company it is willing to take to achieve its 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 and their approach
to risk management, monitoring and mitigation to ensure that
each is aligned with the Group risk reporting structure and
current appetite.
The Committee will continue to ensure that it reviews and
mitigates Group risk on an ongoing basis, with transparent and
frequent reporting to the Board to ensure that adequate
governance structures remain in place throughout the
upcoming financial year.
By order of the Board.
Tim Pullen
Chair of the Risk Committee
11 March 2025
Artificial intelligence
(
AI
)
as an emerging risk
During the year, a strategic workstream was established
to better define the Group’s approach to exploring AI
opportunities, as well as creating processes and a
governance framework to enable us to build experience
and capability without importing undue risk. This
workstream considered the impact that AI has on the
workplace, either by enhancing productivity, or by
executing key tasks currently performed by humans. The
working group acknowledged that AI has the potential to
improve efficiencies and the accuracy of operations,
changing how we measure capability and performance,
and this was presented to the Board as part of its strategy
day in October 2024.
With transformational digital change comes emerging
risks which are multi-faceted, impacting various functions
and operations. Therefore, it was important prior to
proceeding to implement any growth or improvement
initiatives, to identify those areas which posed a potential
risk to the Group. This included data and information
security risks, competitor advantage, internal adoption
challenges, data quality concerns and uncertain
organisational impact. The Group will continue to monitor
and address these potential and emerging risks as part
of its risk management processes throughout 2025 and
assess any opportunities capitalised in this arena.
AI has the potential to
improve efficiencies and
accuracy of operations,
changing how we measure
capability and performance.”
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Shareholder Information
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Financial Statements
Governance
Audit Committee Report
Dear Shareholder
On behalf of the Board, I am pleased to present the Report
of the Audit Committee
(
the Committee
)
for 2024.
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 that they are accurate and
transparent. Its key responsibilities include reviewing financial
statements, overseeing the external audit processes and
ensuring that the auditor remains independent, monitoring
internal controls, and fostering effective communication
between executive management, the Group’s external
auditor and the Board. We continued to see professional,
comprehensive and robust work across our employees and
partners, which has meant that the Committee was able to
discharge its obligations effectively throughout the year.
Following a competitive tender process during 2023, Ernst &
Young LLP
(
EY
)
were selected to remain as the Company’s
External Auditor and were re-appointed by shareholders at the
2024 AGM. External auditor independence and effectiveness
is of critical importance to the Committee, and a formal
framework for the assessment of the effectiveness of the
external audit process and the quality of the audit has been
established, covering all aspects of the audit service provided
by EY. While part of the assessment is managed annually, it is
treated as an ongoing review throughout the cycle. I am
satisfied that auditor independence, objectivity and
effectiveness have been maintained, and monitoring this will
continue to be of importance to the Committee. Further details
about this process are detailed later in this Report.
Areas of focus in 2024
2024 proved to be another year of uncertainty within the
macroenvironment, following the UK General Election, the 2024
Autumn Budget and continued high inflation. The Committee
remained vigilant to the impact of these challenges, scrutinising
assumptions related to going concern and other key
accounting judgements. We considered the ongoing
challenges
that this presented and their financial implications,
complementing the work of the Risk Committee in
understanding the principal risks and the effectiveness of any
mitigations in place. Further information on the Risk Committee’s
work and its approach to monitoring principal and emerging
risks is set out in the Risk Committee Report on pages 111 to 115.
The Committee considered the resulting implications of these
Shatish Dasani
Chair of the Audit Committee
Members
Louise
Brooke-Smith
Non-Executive
Director
Bronagh
Kennedy
Non-Executive
Director
and other challenges for the interim and full year financial
statements. Throughout the year, the Group remained effective
at identifying external challenges quickly and proactively
mitigating them to the greatest possible extent.
The Committee also closely monitored communications
and Group reporting processes, ensuring that the progress of
the external and internal audits remained on track throughout
the year, that current internal controls remained effective, and
that any resulting actions were addressed in a timely manner.
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. Further detail
on the role of internal audit is outlined later in this Report.
In relation to the acquisitions of Sky Garden and Omnie &
Timoleon in August 2024, the Committee ensured that
it was satisfied with the appropriateness of the external
communications regarding the transactions and the integrity
of the acquisition process. The Committee also took appropriate
steps to satisfy itself that these businesses are being effectively
integrated into the Group, ensuring that there is effective
implementation of the Group’s internal control requirements,
financial reporting practices, IT systems, and governance and
ethical practices.
The reviews conducted during the
year provided the Committee with
confidence in the robustness of the
Group’s financial reporting, audit
processes and control environment.”
Lisa Scenna
Senior
Independent
Director
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Governance
The Committee is committed to enhancing internal controls to
protect the Group’s shareholder interests now and in the future;
therefore, during the year, particular focus was given to
the upcoming UK Corporate Governance Code changes,
specifically in relation to audit, risk and internal controls,
effective from 1 January 2026. The Committee oversaw the
roadmap and implementation of a programme to assess
and action certain enhancements to financial controls to
ensure compliance with the new requirements. Further details
on the action taken during the year to prepare for these
changes, including the recruitment of a new Group Head
of Internal Controls, are detailed later in this Report.
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 that the Committee considered when reviewing the
2024 Annual Report and Accounts are outlined on page 119,
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
evaluations,
(
further details of which are set out on page 104
)
,
the Committee considers that it has been effective in ensuring
that it has due regard for the matters within its remit. My
attendance at one Risk Committee during the year has
enhanced the oversight of the activity of the Risk Committee,
complementing the work of the Committee during the year. This
Report outlines some of the main activities of the Committee
during the financial year.
I will be available at the AGM to answer any questions about
the work of the Committee.
Shatish Dasani
Chair of the Audit Committee
11 March 2025
2024 key achievements
Review of full year and half year financial
statements, including key accounting judgements,
estimates and assumptions
Review and assessment of changes required to
comply with the revised UK Corporate Governance
Code 2024
Overseeing the roadmap for compliance with the
new Corporate Governance code, including the
establishment of a Provision 29 steering group
2025 areas of focus
Development of a proportionate plan to support
the Group in further strengthening its control
environment to ensure compliance with Provision
29 of the revised UK Corporate Governance
Code 2024
Review of the integration of 2024 acquisitions to
ensure that key business controls remain effective
Continue to enhance co-sourced internal audit
service provision, to further embed Internal
Audit within the control of our Group Internal
Audit Director
Members and meetings
The Committee comprises four Non-Executive Directors, these
being Shatish Dasani, Lisa Scenna, Bronagh Kennedy and Louise
Brooke-Smith. In accordance with Provision 24 of the UK
Corporate Governance Code 2018
(
the Code
)
, the Chair of
the Board is not a member of the Committee. All Committee
members are considered to be independent, in accordance
with the Code.
The composition of the Committee was reviewed by the Board
and Nomination Committee during the year to ensure it was
compliant with the Code and the respective FRC Guidance,
which highlights that audit committees should consist of a
minimum membership of three independent non-executive
directors, one of whom must have recent and relevant financial
experience, as well as expecting that the Committee as a whole
has competence relevant to the sector in which the Company
operates. 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 and the required compliance for public companies,
and of dealing with internal and external auditors, having had
a 30-year career in financial roles as a FTSE Chief Financial
Officer, as well as his 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 and
Board is confident that its composition, balance and expertise
provide 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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Governance
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, EY, 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 EY 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. In addition, the Committee Chair
has regular meetings with EY and separate meetings with the
internal audit team.
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 that 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
2024 and are available on the Company’s website. One of the
Committee’s responsibilities is to ensure that 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 that 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. The questionnaire circulation was also
extended beyond the Committee membership to include
regular attendees, including the external auditor. At its meeting
in December 2024, the Committee considered the results of the
internal evaluation. Responses to the questionnaire showed
that the Committee and regular attendees were unanimous in
their view of the effectiveness of all functions of the Committee.
Feedback was positive, noting that dialogue was open, that
there was an appropriate balance of support and challenge,
and that meetings were effectively chaired, ensuring that there
was sufficient time dedicated to discussion of key agenda
items. The results of the evaluation, therefore, provided the
Committee with a high level of assurance that key issues are
being dealt with appropriately. Following the feedback in the
2023 evaluation, which recommended increased convergence
with the Risk Committee, the Committee Chair is now invited to
attend all Risk Committee meetings, with a minimum
attendance of one meeting each year. This was implemented
during 2024, and further information regarding the effectiveness
of this can be found in the Risk Committee Report on page 112.
As part of the process of working with the Board to discharge its
responsibilities and to maximise its effectiveness, meetings of
the Committee normally take place immediately prior to 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.
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 provide 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 the announcements 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 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 based on
a review of the accounting papers and financial reports
prepared and presented by management as referred to above,
along with the reports prepared and presented by the
Company’s external auditor.
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 123, which contains further detail on the process,
assumptions and testing that 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; 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 123.
Audit Committee Report continued
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Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Fair, balanced and understandable
A key requirement of the financial statements and Annual
Report and Accounts 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, that they
are presented in a clear and concise manner, and that
they include the information necessary for shareholders
to assess the Group’s position, performance, business
model and strategy. This includes monitoring and
assessing the Group’s reporting processes throughout the
year, culminating in the final summary, as included in the
Annual Report and Accounts, which 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 that there is consistent formatting and
terminology throughout. The Committee plays a key
role in this process, as follows:
The Committee undertakes this review with both
management and the Group’s external auditor, and
focuses 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
105
.
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 and
provide the information necessary to assess the
Group’s position and performance, business model
and strategy.
Stage 1
It monitors the integrity of the
Group’s reporting processes
and the contributions of the
external auditor
Stage 3
It reviews and challenges
significant adjustments
resulting from the external
audit
Stage 7
It reviews and approves
the Viability Statement
assumptions and going
concern assumption
Stage 2
It monitors key accounting
judgements and estimates,
challenging management and
ensuring transparency and
accountability and the
credibility of data
Stage 6
It ensures that the regulatory
requirements for the Annual Report and
Accounts are thoroughly understood
in conjunction with the Board and
management, and the consistency
of and any changes to accounting
policies and practices during the year
Stage 4
It reviews the disclosures,
processes and controls
underlying the production of the
full year and half year results,
prior to recommending them to
the Board for approval
Stage 5
It reviews drafts of the Annual
Report and Accounts to assess
and advise on direction and
key messages, with a
near-final version provided to
the Committee and Board for
review, prior to sign-off of the
Annual Report and Accounts
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Financial Statements
Governance
Financial reporting
The significant financial reporting judgements 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 the 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
(
using mid-year discounting
)
and the 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 and the recoverable amount of cash
generating units.
– Cash generating units
(
CGUs
)
– the Committee considered
and approved the 2024 acquisitions being integrated into the
existing CGU structure.
– 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.
Selection and supervision of the 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, re-appointment 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 controls and internal audit
The Group maintains a co-source approach to internal audit,
with a Group Internal Audit Director
(
GIAD
)
role and a contract
for the delivery of selected internal audits by a third party, which
is currently Grant Thornton UK LLP
(
GT
)
. An Internal Audit Charter,
which is reviewed and updated annually, is in place to govern
the function and provide guidance, purpose and clarity to the
GIAD 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. A rolling three-year
internal audit plan is in place, and the specific annual plans are
developed in advance of the relevant financial year through
discussion with various stakeholders before being presented to,
and approved by, the Audit Committee. This plan, which is
subject to regular review and adaptation as necessary,
addresses the Group’s principal risks on a rotational basis whilst
maintaining a focus on basic financial accounting and
reporting controls. The Group has a rolling list of findings and
agreed remedial actions, which are tracked and monitored by
the Audit Committee. GT bring best-practice thinking and
M
A
R
C
H
M
A
R
C
H
A
U
G
U
S
T
Principal statutory
reporting matters
M
A
R
C
H
D
E
C
E
M
B
E
R
A
U
G
U
S
T
O
C
T
O
B
E
R
Scope for full year audit
Tax strategy and
internal controls
Review of accounting
standards and
reporting
Scope for full year
external audit
Full year results
Independence
assessment of auditor
Half year results
Internal audit
and controls
UK Corporate Governance Code 2024
The FRC conducted a consultation during 2023 and
subsequently published the updated UK Corporate
Governance Code in January 2024. The revised Code will
apply to financial years beginning on or after 1 January
2025, other than Provision 29, which will come into effect
for financial years beginning on or after 1 January 2026.
As we focus on Provision 29 of the revised UK Corporate
Governance Code, we are in the process of performing
a full review of our entity-level controls, with the objective
of consolidating our existing controls and identifying
potential areas requiring improvement. We are
strengthening our programme to review and monitor the
effectiveness of the management of risk and the overall
system of Internal Control. The Group Head of Internal
Controls joined the Group in October 2024 as part of the
Group’s journey to comply with the revised Code and,
specifically, the focus on the effectiveness of material
internal controls by developing and delivering a
proportionate plan to support the business in further
strengthening its control environment. Overall, the
Committee remains confident in the Group’s compliance
with the existing Code and is working closely with the
Group Head of Internal Controls to ensure that the
requirements of the revised Code are addressed
in advance of applicable dates.
I’m very excited about joining Genuit
and having the opportunity to
be part of the Group’s internal
controls journey. Progressing
towards a stronger internal control
environment means more than just
compliance – it’s about building a
company culture where excellence,
reliability, and accountability thrive
in every decision we make.”
Juliana Zillmann,
Group Head of
Internal Controls
Audit Committee Report continued
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Financial Statements
Governance
approaches to the function and continue to support the
strengthening of the Group’s internal control environment.
In accordance with its Terms of Reference, which are reviewed
and updated annually, the Audit Committee has ultimate
responsibility for
(
amongst other matters
)
ensuring the
effectiveness of internal audit, approving the three-year rolling
internal audit plan and the scope of each planned audit. The
Group Chief Financial Officer has day-to-day responsibility.
In addition, the internal audit delivery is subject to an Internal
Audit Charter. Key areas covered in the 2024 internal audit
plan included topics such as IT disaster recovery, the Group’s
M&A process, pay compliance and procurement. Rotational
balance sheet reviews were completed in respect of a majority
of sites and ad hoc audits were completed in respect of some
of the remainder.
The Committee provides 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 and timeliness of
management’s responses and proposed resolutions.
The Risk Committee has responsibility for risk management
on behalf of the Board, and 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 111 to 115. Details of the Group’s
principal risks and uncertainties and emerging risks can be
found in the Strategic Report on pages 75 to 85.
External audit appointment
The Committee carefully considers the re-appointment of the
external auditor each year, prior to making its recommendation
to the Board. As part of this process, the Committee considers
the independence of the external auditor, the effectiveness of
the external audit process, its remuneration and the terms of
engagement. Following this review and the external audit tender
conducted in 2023, when EY were re-appointed as external
auditors, the Committee recommended to the Board that EY
should be re-appointed for the 2024 audit.
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.
EY were awarded the external audit in 2023, following a
competitive tender process. The lead audit partner was rotated
in 2017 and again in 2022, and the senior audit manager was
rotated in 2019, following completion of the 2018 full year audit.
In accordance with the Code, the Competition and Markets
Authority
(
CMA
)
Order and the EU Audit Directive, it is the
Company’s intention to put the audit out to tender at least
every 10 years.
Effectiveness and independence of the external auditor
A review of the external auditor’s performance and
effectiveness is undertaken by the Committee each year.
In respect of the 2024 full year audit, EY confirmed its
independence in October 2024 and March 2025, 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 the
qualification, expertise, resources and re-appointment of the
external auditors, as well as ensuring that no issues have arisen
that 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. As a result, and after considering the above
matters, the Committee considered that the external audit
had been effective and recommended to the Board that EY be
re-appointed as external auditor to the Group. A resolution to
this effect will be proposed at the 2025 AGM.
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 via 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 2024. There were no exceptions to this
policy during 2024.
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Governance
Fraud, compliance, whistleblowing and the 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
Fraud and the UK Bribery Act
Cyber and information security
The Committee recognises the importance of effective
whistleblowing policies as being a key tool to strengthen
governance, acting as a mechanism for ensuring internal control.
The Committee ensures that a reliable system is in place to identify
and correct any unlawful or unethical conduct, and is responsible
for ensuring that adequate reporting tools and policies are in place,
in accordance with Principle E of the Code. 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
process, 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 that 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.
As part of its commitment to drive a workplace that
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 update on the effectiveness
of the ethics and compliance policies in place across the
Group as part of its ethics and compliance update at each
meeting, as well as reviewing and approving any updated
versions of key policies. These policies 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 has in place an
Anti-Bribery and Corruption Policy which must be complied
with by all employees, regardless of their possible risk of
exposure. The efforts made during 2024 for all employees to
complete updated training has ensured that the Company
continues to foster an environment whereby every employee
takes responsibility and feels empowered to ensure that the
zero-tolerance position is upheld and that 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.
Refresher training will be reissued in line with the policy
renewal and all new starters are required to complete
the training on commencement of employment.
The appointment of our Group Head of Internal Controls
during the year will continue to improve oversight and
transparency in this area.
The Committee is responsible for ensuring that adequate
cyber and information security protections are in place across
the Group. The Committee received regular cyber security
updates from the Group’s Information Security
(
IS
)
Director
throughout the year, in addition to those received by the Board
as a whole and the rotational cycle of updates given to the Risk
Committee. The Committee was updated by the Group IS
Director on the successful defence against new AI-led attacks
and techniques, which validates the Group’s ongoing
investment in its cyber defences. It approved the onboarding
of all businesses into one ‘Infrastructure as a Service’ to provide
full coverage of the Group’s cyber security umbrella for the first
time. Annual training was reissued to all employees and there
is growing momentum in cyber risk and awareness across the
Group. The Committee remains satisfied with the ongoing
investment and commitment to robust cyber defences.
By order of the Board.
Shatish Dasani
Chair of the Audit Committee
11 March 2025
Audit Committee Report continued
122
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Directors’ Report
Statutory and other information
Introduction
The Directors present their Annual Report and Accounts for
the year ended 31 December 2024. 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 85
)
as the Board considers
them to be of strategic importance.
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 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 85. The principal
activities of the Group are described in the Strategic Report
on pages 14 to 63.
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 194 to 196.
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.
The Board has determined that a three-year period to
31 December 2027 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 and the Group
produced a five-year plan during the year, three years has been
chosen as this 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 that expires in August 2027,
will continue to be available, albeit at a reduced level of £310.0m.
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 75 to 85
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, a delay in recovering increases in
raw material costs of 25% from customers and an increase in
raw materials to lower carbon alternatives and the associated
supply chain and taxes. 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 42 to 53
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 are
more uncertain and the Directors will continue to assess these
risks against key areas of judgement and estimations 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 2027, being the three- period considered.
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 2026, 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 2024, the Group had available £228.6m 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. At August 2026, the borrowing facility will reduce
from £350m to £310m until August 2027. 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.
123
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Directors’ Report continued
Directors
The current Directors’ biographies are set out on pages 90
and 91. In accordance with the Code, each Director will retire
annually and put themselves forward for re-election
at each AGM of the Company.
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 103 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 that 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 140.
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 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. Details of the Company’s share
capital are disclosed in Note 24 to the Group’s consolidated
financial statements on page 189. As at 11 March 2025, 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 28 May
2024, 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 2025 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 28 May
2024, 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 2025 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-emptive share capital of the Company in accordance with
the updated Pre-Emption Group’s Statement of Principles 2022
on Disapplying Pre-Emption Rights, this 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 28 May
2024 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 2025 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.
124
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
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 33 to 41, 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 179.
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 75 to 85.
Results and dividends
An interim dividend of 4.1 pence per share was paid on
2 October 2024. The Board recommends a final 2024 dividend
of 8.4 pence per share.
Shareholders will be asked to approve the final dividend at the
AGM, for payment on 4 June 2025 to shareholders whose
names appear on the register on 2 May 2025. Total ordinary
dividends paid and proposed for the year amount to 12.5 pence
per share or a total return to shareholders of £31.1m.
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 in an alternative position, with appropriate
retraining given if necessary.
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 64 to 69,
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.
Requirements of the Listing Rules
Apart from the details of any long-term incentive scheme as
required by Listing Rule 9.3.3.
(
R
)
, which is disclosed in the
Directors’ Remuneration Report on pages 128 to 153, disclosure
of the information listed in Listing Rule 6.6.1
(
R
)
is not applicable.
Annual General Meeting
The 2025 AGM is scheduled to be held on 19 May 2025.
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
11 March 2025
our s172 statement on pages 70 to 73, and our Board employee
engagement activities on page 65 of the Governance Report.
Substantial shareholders
As at 31 December 2024 and 11 March 2025, 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.
Auditor
A resolution to re-appoint 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 2025 AGM.
As at 11 March 2025
As at 31 December 2024
Name of shareholder
Ordinary
shares
%
Voting Rights
Ordinary
shares
%
Voting Rights
FIL Investment International
23,715,691
9.52
23,763,350
9.54
Impax Asset Mgt
19,483,449
7.82
19,610,729
7.87
Lansdowne Partners
9,742,701
3.91
9,912,358
3.98
Vanguard Group
9,590,798
3.85
9,442,451
3.79
AEGON Asset Mgt
9,488,174
3.81
10,019,307
4.02
Aberdeen
8,742,523
3.51
8,394,485
3.37
Janus Henderson Investors
7,727,872
3.10
8,588,492
3.45
Franklin Templeton Investments
4,696,817
1.89
10,249,817
4.11
125
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
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
11 March 2025
Directors’ Responsibilities Statement
126
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Strategic Report
Financial Statements
Governance
Remuneration
128
Letter from the Chair of the Remuneration
Committee
131
Remuneration at a glance
132
Remuneration Policy
142
Annual Report on Remuneration
Genuit Group plc
Annual Report & Accounts 2024
127
Shareholder Information
Financial Statements
Remuneration
Governance
Strategic Report
Letter from the Chair of the Remuneration Committee
Lisa Scenna
Chair of the Remuneration Committee
Members
Kevin Boyd
Non-Executive
Chair
Louise
Brooke-Smith
Non-Executive
Director
Shatish Dasani
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 2024.
The Report is split into two sections, in line with legislative
reporting regulations:
– The Remuneration Policy
(
the Policy
)
contains details of the
various components of the Policy, which was approved by
shareholders at our 2024 Annual General Meeting
(
AGM
)
and had effect from that date.
– The Annual Report on Remuneration contains details of the
remuneration received by Directors in 2024 and also contains
full details of how we intend to implement the Policy during
2025. The Annual Report on Remuneration will be subject to an
advisory vote at the 2025 AGM. Further details are set out on
pages 142 to 153.
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 2018
(
the Code
)
.
Aligning remuneration with Company strategy
The Policy is designed to encourage the achievement of our
strategic goals and priorities, details of which are set out on
pages 2 to 63, 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, the delivery of long-term earnings
growth and the achievement of progress against the
Company’s sustainability goals.
Executive remuneration in 2024
Our performance was resilient in the face of continuing
macroeconomic pressures, as we focused on implementation
of the Genuit Business System, balanced price and cost
management, and growth through M&A, helping to offset any
volume decline. Further details are set out in the review of the
Chief Executive Officer
(
CEO
)
and Chief Financial Officer
(
CFO
)
on pages 9 to 13 and 24 to 29, respectively. In 2024, we achieved
an underlying operating profit of £92.2m and underlying basic
earnings per share
(
EPS
)
of 24.6 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 above our budgeted target and
performing within the range of our EBIT target, as well as making
strong strategic progress through the year. As a result, the
Committee determined that, in respect of 2024 performance,
Joe Vorih and Tim Pullen each earned a bonus of 57.24% of the
maximum potential annual bonus. Our Executive Directors
demonstrated resilience and effective leadership despite these
challenging conditions, ensuring sustainable long-term value
for our shareholders and other stakeholders. Given this, the
Committee believes that the proposed bonus outcome is
appropriate and reinforces our culture of accountability and
high performance. In accordance with the Policy, one third
of this bonus will be deferred into shares, half of which will
vest two years from grant and the remainder of which will
vest three years from grant.
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; therefore, no adjustments to the
payouts are required.
With regards to performance over the longer term, the 2022
Long-Term Incentive Plan
(
LTIP
)
Awards will vest to the extent
that earnings per share
(
EPS
)
growth, relative Total Shareholder
Return
(
TSR
)
targets and sustainability targets were met over the
three years ended 31 December 2024. Due to the challenging
market over the last few years, neither the EPS nor the TSR
element are due to vest. As a result of the sustainability targets
for both recycled materials and carbon emissions not being,
met, neither of these elements will vest. However, as The 5% Club
target has been exceeded, this element will vest. As a result, the
award will vest in April 2025 at 8.33% of the maximum. Further
details on the outcome of the targets as part of this award can
be found on page 148 of this Report.
The Committee is comfortable that the current Policy operated
as intended during the year.
128
Genuit Group plc
Annual Report & Accounts 2024
Shareholder Information
Governance
Strategic Report
Financial Statements
Remuneration
2024 LTIP awards
In April 2024, 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 Tim Pullen.
The performance measures that were applied to the 2024 LTIP
awards were underlying diluted earnings per share
(
50%
)
,
operating cash conversion
(
25%
)
, and sustainability targets
(
25%
)
. Once vesting is determined, based on performance
against these metrics, a TSR modifier will be applied, adjusting
the final vesting outcome based on total shareholder return
(
TSR
)
performance relative against FTSE 250 Industrials. This
modifier can increase or decrease total vesting by up to 33%.
As a result, the total LTIP opportunity is capped at 200% of salary.
This change of approach for 2024 better aligned the
performance metrics with our strategy and overall focus on
creating long-term sustainable returns for our shareholders.
A summary of the 2024 Policy review process and the
Committee’s conclusions are set out on pages 118 to 119 of the
2023 Annual Report and Accounts.
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. The Committee also retains the ability to adjust vesting
for any perceived windfall gains.
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
highlighted that the Committee is operating effectively,
promoting debate and challenge on key issues and moderated
well by the Committee Chair, with detailed discussions on the
remuneration framework and structure to ensure that they
are closely aligned to the Group's strategic objectives.
This demonstrated that the Committee continued to operate
effectively and in alignment with its Terms of Reference, and
overall, it was agreed that the Committee was effective,
organised, focused, and well supported by the external advisors.
Further details of the evaluation process can be found in the
Corporate Governance Report on page 104.
Key remuneration decisions for 2025
The proposed implementation of the Policy for our Executive
Directors for 2025 is outlined on pages 142 to 145. Key decisions
made by the Committee in relation to 2025 include:
– The Committee reviewed the salary increase budget to
operate across the workforce, having had regard to the
overall remuneration offering currently provided to our
employees. Following this review, the Committee approved
an average salary increase of 3% for the wider workforce,
with Executive Directors receiving the same 3% increase,
ensuring alignment across the Group. Following agreement
of the Executive Directors’ 2025 salary increases, the
Committee determined that it would be appropriate to
review the market positioning of the Executive Directors prior
to the 2026 salary review process. This will be in recognition
of 2026 marking just over two years since the current CFO
was appointed. Given his performance in the post to date,
and his increased experience, it is the Committee’s intention
to ensure that his salary for 2026 reflects the market rate
for the role. Any material change would be subject to
appropriate dialogue with the Company’s shareholders.
– The maximum bonus opportunity in FY 2025 will be 150%
of salary for Joe Vorih and 125% of salary for Tim Pullen.
With regard to the LTIP quantum of FY 2025 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.
– During the year, the Committee reviewed the performance
measures for the annual bonus and determined that these
remained appropriate and effective; therefore, the weightings
and performance measures for the 2025 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.
– No changes are to be made to the LTIP performance metrics,
which were reviewed in 2024 and remain aligned with our
strategy. As a result, the performance metrics for 2025 will
be underlying diluted EPS
(
50% of the award
)
, defined and
measurable long-term sustainability targets
(
25% of the
award
)
and cash conversion
(
25% of the award
)
. 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 Committee intends to undertake a final review of the
range of targets to apply to the 2025 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 for FY 2027 will need to be least 28p
(
circa 4.8% per annum growth from FY 2024
)
for threshold
vesting to take place, with maximum vesting requiring 2027
EPS to be at least 33p
(
circa 10.7% per annum growth from
FY 2024
)
. The current intention in relation to cash conversion
is that a threshold of 90% and a maximum target of 95%
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 2025, 2026 and 2027 relative to underlying EBITDA over the
same three-year period. The target ranges for the EPS and
cash conversion have been set to be at least as challenging
as prior years’ awards, taking into account internal business
plans, consensus analyst estimates and the challenging
market conditions. With regard to the cash conversion targets,
these are lower in headline terms than the range set for
FY 2024. This reflects the fact that the 2024 cash conversion,
as a result of the unwind of higher inventory levels, was
above the medium-term target of 90%. This resulted in a
higher target range which has now been set to better reflect
current business planning and a longer-term sustainable
rate of cash conversion in a growing business, with cash
conversion returning to more sustainable levels from 2025.
– The sustainability target is set to be similarly challenging
to the EPS and cash conversion targets. The target has
been updated versus the sustainability targets set for the
2024 award, to better reflect our current priorities. As a result,
25% of the 2024 award will vest based on a targeted
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Governance
Strategic Report
Financial Statements
Remuneration
2024 key achievements
Review and approval of the Remuneration Policy,
including consultation on proposed changes with
shareholders and shareholder advisory bodies
Review and update of the Long-Term Incentive
Plan, Deferred Share Bonus Plan and Sharesave
Plan and approval by shareholders
Approval of updates to wider workforce
remuneration arrangements and policies
Changes in performance measures as part
of long-term incentive arrangements and
policy implementation
2025 areas of focus
Review of the updated UK Corporate Governance
Code 2024 and the implementation of any
necessary changes to remuneration and
governance practices
Finalisation of targets for the 2025 annual bonus
and Long-Term Incentive Plan awards
Review of performance outcomes for 2024 annual
bonus and 2022 Long-Term Incentive Plan awards
Consideration of Directors' remuneration and our
ancillary policies and practices
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 Group pay
policies. As well as receiving feedback on remuneration-related
matters via the employee engagement route, we have also
been working on enhancing employees’ understanding of the
Committee’s role and to encourage employee engagement
specifically on remuneration related matters. To this end, an
explanatory video was recorded featuring the Remuneration
Committee Chair and the CEO, outlining the purpose of the
Committee and its role and responsibility within our Governance
structure. We intend to continue to encourage employees
to engage directly with Committee members, the Executive
Directors or the Executive Management Team on
remuneration-related concerns or questions.
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 beyond the planned
changes referred to above. Further detail on the employee
engagement Non-Executive Director role is set out in the
Governance Report on page 96.
Shareholder engagement
The Committee engages with its largest shareholders on
Executive pay matters, where appropriate. Ahead of the 2024
AGM, we consulted with shareholders and advisory bodies
to gather their views on the new Policy and its proposed
implementation for FY 2024, and we appreciate the feedback
received during that process. With the proposed Policy aligning
with general institutional investor best practices, as well as
being strategically aligned with our business, it secured over
96% support. On behalf of the Committee, I am always happy
to make myself available to shareholders to discuss any
concerns or feedback they may have.
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
11 March 2025
improvement in intensity output of scope 3: category 1
emissions over the three-year period. The target is measured
from the 2024 baseline of 2.000tCO
2
e/t and requires a
reduction to 1.712tCO
2
e/t for threshold vesting, resulting in 25%
of this element of the award vesting, with the maximum target
set at a reduction to 1.517tCO
2
e/t, which will result in 100%
vesting. Straight-line vesting will take place between
performance thresholds. This target is consistent with driving
down our scope 3: category 1 emissions in line with our
published targets. The Committee is comfortable with the
revised target for the 2025 award, given it is well structured
and challenging with respect to our current baseline and
strategic priorities.
The Committee believes that this balanced combination
of short-term and long-term metrics will provide a fair and
comprehensive assessment of Company performance.
Additionally, the TSR modifier within the LTIP reinforces the
Board’s commitment to aligning management incentives
with the delivery of enhanced shareholder returns.
Context of Director pay within the Company
The Committee believes that employees play a key role in
contextualising remuneration decisions. Committee members
receive feedback directly or as part of Board meetings, and the
Committee regularly monitors and reviews the application and
effectiveness of its remuneration and reward policy and its
compatibility with remuneration policies for the wider workforce.
To do this, the Group Reward Director provides the Committee
with an annual update on Group-wide pay and benefits
arrangements, and the proposed approach to forthcoming pay
reviews. The Committee then considers the Executive Directors’
pay in the context of these arrangements. Changes were
implemented during the year to enhance the benefits received
by the workforce, including updates to our maternity and
paternity policies and improvements to our pension offering
and life assurance scheme. The Committee also reviewed the
analysis of the overall gender pay gap and the equity of
role-based pay within the Company. The Board and the
Committee were satisfied that 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 2024. 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
Letter from the Chair of the Remuneration Committee continued
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Governance
Strategic Report
Financial Statements
Remuneration
Remuneration at a glance
Executive Director remuneration for 2024
(
£000’s
)
Joe Vorih
Tim Pullen
Base salary
Benefits
Pension
Annual Bonus
LTIP
Other
Total
Base salary
Benefits
Pension
Annual Bonus
LTIP
Other
Total
2024 Total Remuneration
597
65
30
513
68
125
1,398
383
47
21
274
n/a
n/a
725
Full details are disclosed on page 146.
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
+3.0%
increase for Executive Directors for 2025
(
average workforce increase +3.0%
)
Element timeline
(
years
)
1
2
3
4
5
Base
salary
Benefits
No change
Pension
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
Incentive Performance Snapshot for 2024
Annual Bonus
Performance measures
Achievement of that
element
EBIT margin %
65%
Underlying EBIT
25%
Operating cash flow conversion
100%
Strategic objectives
80%
Overall out-turn
57.24%
Long-Term Incentive Plan
Performance measures
Achievement of that
element
Below median TSR performance relative
to comparator group
0%
Underlying Diluted Earnings per share
(
EPS
)
0%
Sustainability targets:
Carbon reduction
0%
Use of recycled polymers
0%
The 5% Club
8.33%
Overall vesting
8.33%
AGM
The Annual Report on Remuneration will be subject to an advisory
shareholder vote at our AGM, scheduled to be held on 19 May 2025.
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Governance
Strategic Report
Financial Statements
Remuneration
This part of the Report sets out
a summary of the Directors’
Remuneration Policy
(
the Policy
)
The Company’s current Policy was
approved by shareholders at the 2024 AGM,
following consultation with shareholders
and the shareholder advisory bodies.
This part of the Report sets out the Policy.
Details of the changes to the previous
policy can be found on page 124 of the
2023 Annual Report and Accounts.
The Policy applied from the date of
approval and it is intended that it will apply
for three years from approval; therefore,
the next remuneration policy will be put
to shareholders for approval in 2027.
The information provided in this section
of the Directors’ Remuneration Report
is not subject to audit.
Remuneration Policy
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 132 to 141 and the
implementation of the Policy is set out on pages 142
to 153. Before proposing the updated Policy for
approval, extensive consultation with the Company’s
major shareholders and the leading shareholder
advisory bodies took place, and consideration
was given to the wider workforce remuneration
framework. All feedback was carefully reviewed and
considered, to ensure that any changes are clear,
understandable and transparent, and clearly
aligned to stakeholder interests.
Simplicity
Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand
Our remuneration arrangements are regularly
reviewed to ensure that 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 with
Group performance and strategy. Additional steps
are taken to ensure that these are effectively
communicated and understood by all participants.
Risk
Remuneration arrangements should ensure
that 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 that 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.
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, are set out in the
scenario charts. Any incentive payout is ultimately
at the discretion of the Committee.
Proportionality
Remuneration arrangements should
ensure that the link between individual
awards, the delivery of strategy and
the long-term performance of the Company
is 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 targets
linked to strategy. A proportion of the annual bonus
payable to Executive Directors is required to be
deferred into shares, further aligning short-term
incentives with long-term performance. All incentive
targets are set to be stretching and incentivising.
The Committee has discretion to override formulaic
outcomes to ensure that they are appropriate and
reflective of overall performance.
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.
Corporate Governance Code Requirements
In determining the Remuneration Policy and its application in 2024, the Committee considered the following factors set out in Provision 40 of the Corporate
Governance Code 2018.
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Strategic Report
Financial Statements
Remuneration
A summary of the Executive Directors’ Remuneration Policy
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; and
– 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 include a company car
(
or car allowance
)
, other allowances
(
e.g. support with tax filing and business travel
)
, 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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Financial Statements
Remuneration
Remuneration Policy continued
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 average 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 from grant 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 that 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, strategic and operational 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.
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Strategic Report
Financial Statements
Remuneration
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
that 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.
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Remuneration
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 under a savings contract.
Recovery and withholding provisions do not apply.
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 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
aligns management’s interests with the interests of our shareholders. Use of sustainability measures aligns 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 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.
Remuneration Policy continued
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Strategic Report
Financial Statements
Remuneration
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.
137
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Remuneration
Illustrations of application of the Policy
The ‘Implementation of Remuneration Policy in 2025’ section of the Annual Report on
Remuneration details how the Committee intends to implement the Policy during 2025.
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 2025.
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.
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 2025
– Benefits – the value of benefits received in 2024 have
been included
– 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 that are forfeited
on leaving a previous employer
(
discussed below
)
.
– The Committee may reimburse costs and provide support if the recruitment requires the
relocation of the individual.
– Where an Executive Director is recruited as 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.
Joe Vorih
Tim Pullen
£3,500,000
£3,000,000
£2,500,000
£2,000,000
£1,500,000
£1,000,000
£500,000
Below target
Fixed pay
Target
Maximum
100%
£710,902
£1,633,249
£2,863,045
£3,477,943
44%
28%
32%
28%
43%
25%
Below target
Target
Maximum
100%
£460,919
£1,003,273
£1,742,846
£2,137,285
46%
29%
28%
25%
45%
27%
Annual bonus
LTIP
50% share price growth on LTIP
Remuneration Policy continued
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Strategic Report
Financial Statements
Remuneration
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. The Committee will give 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 is 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 9.3.2
(
R
)
, subject to the limits on variable pay set out above. The exact
terms of any such awards
(
e.g. the form of the award, timeframe, 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 buyout 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
(
as 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.
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
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Remuneration
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 agreements for the Executive Directors
and letters of appointment for the Non-Executive Directors.
Executive
Directors
Date of
appointment
Date of current
agreement/letter
of appointment
Notice from
the Company
and individual
Unexpired period
of service
agreement
Joe Vorih
28 February 2022
28 February 2022
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
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
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.
Remuneration Policy continued
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Strategic Report
Financial Statements
Remuneration
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 their 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. In addition, feedback relating to remuneration from the employee
engagement survey carried out in 2024 was shared with the Committee, as well as the action
plans in place in each business in relation to the feedback. Further details on some of the
activities Louise has undertaken during the year can be found in the Corporate Governance
Report on pages 96 to 98.
In addition, as part of our Diversity and Inclusion initiatives, engagement sessions held on
International Women’s Day during 2023, in which the Committee Chair participated, provided
valuable feedback from employees, and updates to our maternity and paternity policies were
implemented during 2024 as a result. To increase awareness of the Committee, a video has been
created, hosted by the CEO and Committee Chair, to outline the purpose of the Committee and
how it assists the Group in ensuring that an appropriate remuneration framework is in place to
support its growth strategy in the context of the Board and wider workforce. To acknowledge and
reward employees outside of the senior management team for their contribution, CEO awards
have been introduced, allowing the Executive Management Team to nominate employees who
they believe have excelled in their contribution to receive nil-cost options, which vest two years
from grant
(
subject to continued employment
)
with no performance conditions attached. This
reward and recognition scheme allows employees to feel valued and appreciated by the Group,
incentivising other employees to achieve the same standard.
The Committee is committed to reviewing 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 Group.
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.
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Remuneration
Remuneration Committee Report
The Annual Report on Remuneration describes how the Directors’ Remuneration Policy, approved
by shareholders at the Annual General Meeting in May 2024
(
the Policy
)
, has been applied in the
financial year ended 31 December 2024. This Annual Report on Remuneration will be put to an
advisory shareholder vote at the Annual General Meeting
(
AGM
)
on 19 May 2025.
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 2024. 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 87. Lisa Scenna
is Chair of the Committee and along with all other members of the Committee, Lisa attended all
five meetings held during the year.
The CEO, Joe Vorih, was also present at those meetings during 2024 by invitation, albeit he was
not involved in any discussions in relation to his own remuneration. Tim Pullen also attended
certain Committee meetings during the year but was also 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 2024,
the Committee met five 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 implementation of 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 £47,451
(
2023: £80,000
)
.
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 2025
The section below sets out the implementation of the Remuneration Policy in 2025. There are no
material changes to its implementation.
Base annual salary
Executive Directors’ salaries were increased by 3% with effect from 1 January 2025. This was
aligned with the budgeted rate of increase for employees across the Group for 2025.
Salary
1 January
2025
Salary
1 January
2024
% increase
Joe Vorih
(
CEO
)
£614,898
£596,988
3.0%
Tim Pullen
(
CFO
)
£394,439
£382,950
3.0%
Pension and Benefits
In line with the Policy, Joe Vorih and Tim Pullen will receive a pension contribution of 5% of annual
salary during 2025, which is in line with the wider workforce. The Executive Directors’ benefits are
as per the Remuneration Policy.
Annual Report on Remuneration
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Remuneration
Annual Bonus
The annual bonus plan for 2025 will be operated in accordance with the Policy.
Key features of the plan for 2025 are as follows:
– 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 that
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 2025 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
growth
(
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 performance metrics and weightings will be reviewed for ongoing suitability at the
end of 2025.
The targets for these performance measures in relation to FY 2025 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
)
Executive Directors will receive awards under the LTIP during 2025. 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 2025 awards, the Committee intends to make awards at
150% of salary to the Executive Directors.
– 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 that
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%.
Underlying diluted EPS
50.00%
Cash conversion
25.00%
Sustainability
(
scope 3: category 1 emissions
)
25.00%
Total award
100%
Underlying diluted EPS
Cash conversion
Sustainability (scope 3: category 1 emissions)
50%
25%
25%
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Underlying diluted earnings per share
(
EPS
)
(
50% of the award
)
The EPS targets have been set with reference to FY 2027 EPS.
The targets have been set with reference to both internal and external expectations for the
Company’s performance, allowing for current market conditions and 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 for the period ending 31 December 2027
Vesting
(
% of this
element of the
award
)
Below 28p
(
equivalent to a 4.8% p.a. growth from FY 2024 EPS
)
0%
28p
(
equivalent to a 4.8% p.a. growth from FY 2024 EPS
)
25%
33p
(
equivalent to a 10.7% p.a. growth from FY 2024 EPS
)
100%
Straight-line vesting will operate between these performance points.
Cash conversion
(
25% of the award
)
Cash conversion is measured as an average over the three-year period ending 31 December
2027 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.
Cash conversion
Vesting
(
% of this
element of the
award
)
Below 90%
0%
90%
25%
95% or above
100%
Straight-line vesting will operate between these performance points.
Sustainability Target
(
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
(
SBTs
)
. This sustainability target directly aligns with the
Group’s SBTs.
Consistent with our SBT covering scope 3: category 1 emissions, we will target an intensity output
improvement over the three-year period ending 31 December 2027. The target has been set to
be a stretch target, with the 2024 baseline being 2.000tCO
2
e/t and the range of the targeted
reduction being consistent with our SBT planning.
Scope 3: category 1 emissions – FY 2027 intensity output
Vesting
(
% of this
element of the
award
)
Above 1.712tCO
2
e/t
0%
1.712tCO
2
e/t
25%
1.517tCO
2
e/t or below
100%
Straight-line vesting will operate between these performance points.
Annual Report on Remuneration continued
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Financial Statements
Remuneration
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
sustainability 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.
As a result, the maximum opportunity under the LTIP may be increased to 200% 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
)
.
Summary
The range of targets for the 2025 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 and were issued to all eligible Group employees in 2024. 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 2025.
Non-Executive Director remuneration
During the year, the Board Chair fee and Non-Executive Director fees were reviewed. As a result,
the fees were increased by 3% in line with the budgeted rate of increase for employees across
the Group for 2025. The Committee intends to undertake a review of the current Board Chair fee
in 2025 with regard to both the time commitment of the role and appropriate FTSE 250 data.
The table below shows the fee structure for Non-Executive Directors with effect from 1 January
2025, with comparative figures for 2024. 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.
2025
Fees
2024
Fees
Chair of the Board all-inclusive fee
£214,240
£208,000
Basic Non-Executive Director fee
£56,774
£55,120
Senior Independent Director additional fee
£10,300
£10,000
Chair of Audit Committee additional fee
£10,300
£10,000
Chair of Remuneration Committee additional fee
£10,300
£10,000
Employee engagement NED fee
£10,300
£10,000
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Financial Statements
Remuneration
All figures shown in £’000
2024
Salary
and fees
1
Benefits
2
Pension
3
Total
fixed
Annual
bonus
4
LTIP
5
Total
variable
Other
6
Total
remuneration
10
Executive Directors
Joe Vorih
597
65
30
692
513
68
581
125
1,398
Tim Pullen
383
47
21
451
274
-
274
725
Non-Executive
Directors
Kevin Boyd
208
208
Lisa Scenna
75
75
Louise Brooke-Smith
65
65
Shatish Dasani
65
65
Bronagh Kennedy
55
55
Audited information
The information provided in this section of the Remuneration Report, up until the ‘Unaudited information’ heading on page 151, 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 2024, with comparative figures for 2023.
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
10
Executive Directors
Joe Vorih
577
89
29
695
566
566
350
1,611
Tim Pullen
7
123
9
6
138
99
99
237
Non-Executive
Directors
Kevin Boyd
200
200
Lisa Scenna
71
71
Louise Brooke-Smith
61
61
Shatish Dasani
52
52
Bronagh Kennedy
27
27
Notes to the table – methodology
1.
Salary and fees – as disclosed in the 2023 Annual Report, Joe Vorih and Tim Pullen received a 3.5% salary increase with effect
from 1 January 2024, which was below the average increase for the wider workforce of 4.0%. The Non-Executive Director base
fee and the Chair fee was increased by 4.0%.
2.
Benefits – this represents the taxable value of all benefits. Executive Directors receive benefits including car allowance, other
allowances, private family medical insurance and life assurance of four times annual salary.
3.
Pension – the pension provision in the form of a cash allowance for all Executive Directors is 5% of salary.
4.
Annual bonus – the bonus is typically paid as 66.67% in cash and 33.33% deferred into shares under the DSBP.
5.
LTIP – for 2024, this relates to the estimated value of the 2022 LTIP award, which was subject to an EPS growth target, a TSR
performance target, and various sustainability targets over the three-year period ended 31 December 2024. Further details
can be found on page 148. The value of the 2022 LTIP has been calculated using the Company’s average share price for
Q4 2024
(
£4.447
)
.
6.
Other – for 2024, Joe Vorih’s 2021 Spectris LTIP replacement award vested in March 2024. The value shown in the table is based
on the share price on vesting of £4.19. 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, 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.
7.
Tim Pullen was appointed to the Board as Chief Financial Officer on 1 November 2023.
8.
Shatish Dasani joined the Board on 1 March 2023.
9.
Bronagh Kennedy joined the Board on 3 July 2023.
10. Total remuneration paid to Directors in respect of 2024 was £2,591,000
(
2023: £3,278,000
)
.
Annual Report on Remuneration continued
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Governance
Strategic Report
Financial Statements
Remuneration
Annual Bonus
The maximum annual bonus opportunity for the Executive Directors in 2024 was as follows:
– 150% of annual salary for Joe Vorih
– 125% of annual salary for Tim Pullen
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 both of the aforementioned Directors. The performance measures and targets
that applied to the 2024 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 of
this element of the
bonus payable
Group underlying EBIT
65%
EBIT
margin 25%
15.6%
25% earned
16.2%
50% earned
17.8%
100% earned
16.7%
65%
EBIT 40%
£92.7m
25% earned
£96.0m
50% earned
£105.6m
100% earned
£92.8m
25%
Operating cash
flow conversion
15%
84.9%
25% earned
88.0%
50% earned
91.1%
100% earned
99.3%
100%
Strategic objectives
Strategy
execution 8%
Effective deployment of growth initiatives consistent with
our Sustainable Solutions for Growth strategy
Meet sales growth targets for designated product pipelines
Develop international growth plan consistent with the
Group’s ambition
Growth initiatives deployed with progress against
growth plans achieved by end of 2024. Target achieved
at 50% of maximum
Stretch sales growth targets not achieved in challenging
external environment. Target not met
International growth plan approved by the Board during FY
2024 and incorporated into 2025 budget. Target met in full
50%
Talent
management 6%
85% of roles identified in categories of growth,
high impact performers and future talent retained
Conduct a formal assessment of performance and Trademark
Behaviours for senior management
90.1% of roles retained. Target met in full
All GLT members assessed as part of a phased roll-out of
our performance management process. Target met in full
100%
Pathway to
Net-Zero 6%
4% reduction in scopes 1, 2 & 3: category 1 emissions versus 2023
data as submitted to SBTi
2024 reduction at 6.6% versus the maximum target of 4%.
Target met in full
100%
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
57.24%
£512,574
(
85.86%
)
Tim Pullen
57.24%
£274,001
(
71.55%
)
The Committee has confirmed that it is comfortable with the outcome of the annual bonus plan in light of the Group’s financial performance in the wider macroeconomic environment and health
and safety and compliance requirements over the period.
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Financial Statements
Remuneration
LTIP vesting
Joe Vorih was granted an LTIP award in April 2022 which is due to vest in April 2025. The award was subject to relative TSR performance, EPS growth and sustainability targets split into three equal
components across carbon reduction targets, use of recycled plastics and The 5% Club, assessed over the three financial years ended on 31 December 2024. The vested value of the award is
therefore required to be included in the 2024 single figure table.
Performance measure
Weighting
Threshold
(
25% of award vests
)
Maximum
(
100% of award vests
)
Actual
Performance
% of part of
award vesting
Vested
shares
Estimated value
of vested shares*
2024 underlying diluted EPS
50% of the award
31.5 pence per share
37.3 pence per share
24.3 pence per share
0%
0
£0
TSR performance relative to
comparator group
25% of the award
Median
Upper quartile
Below median
0%
0
£0
Sustainability targets
(
25% of the award
)
Carbon reduction targets
8.33% of the award
0.108 emissions intensity
0.086 emissions intensity
0.124 emissions
intensity
0%
0
£0
Use of recycled plastics
8.33% of the award
54.4% recycled
materials used
62.0% recycled
materials used
52.0% recycled
materials used
0%
0
£0
The 5% Club
8.33% of the award
4.2% progress towards
The 5% Club
5% progress towards
The 5% Club
18.5% achieved
100%
15,255
£67,839
*
Estimated value based on an average share price for Q4 of 2024
(
£4.447
)
.
Total vesting under the 2022 LTIP award is 8.33% of maximum. The Committee is comfortable that the formulaic outcome of the 2022 award is appropriate and consistent with overall financial,
strategic and sustainability performance across the three-year performance period.
Buyout awards vesting
As set out in the 2021 Annual Report and Accounts, Joe Vorih received buyout awards on joining the Company to compensate for awards forfeited on leaving employment at Spectris to join the
Company. The final part of this CEO buyout award granted in 2022 vested in 2024, based on the proportion of the 2021 LTIP targets met. Total vesting under the 2021 LTIP award was 16.7% of maximum.
Further details are set out on page 141 of the 2023 Annual Report and Accounts. This award was also subject to ongoing employment to 17 March 2024. Details of the buyout award that vested during
the year is set out in the table below.
Executive
Grant date
Number of shares granted
1
Vesting date
Vested shares
2
Face value of the award at vesting date
3
Joe Vorih
22 March 2022
124,683
17 March 2024
29,935
(
including 9,163 dividend shares
)
£125,428
1.
Shares were granted in the form of deferred shares as a nil-cost option.
2.
The vesting of this award was based on the proportion of the Company's 2021 LTIP vesting
(
16.66%
).
2.
Share price at the date of vesting was £4.19.
Annual Report on Remuneration continued
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Governance
Strategic Report
Financial Statements
Remuneration
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 2024. This award is subject to the performance conditions
described below and will become exercisable in April 2027.
Type of award
Date of grant
Award as
% of salary
Threshold vesting
End of
performance period
Joe Vorih
Nil -cost option
1
8 April 2024
150%
25%
31 December
2026
Tim Pullen
1.
In line with the 2023 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.
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 2026. Vesting is
calculated on a straight-line basis.
As set out in the Remuneration Committee Chair’s letter on page 128, 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 2024 awards.
Underlying Diluted Earnings per Share
(
EPS
)
(
50% of the award
)
The EPS targets are a range around FY 2026 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:
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 is measured as an average over the three-year period to 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 a target range consistent
with the assumptions used in our medium-term published targets. The range of targets to apply
is as follows:
Cash conversion over the three-year period ending 31 December 2026
Vesting
(
% of this element
of the award
)
Below 93%
0%
93%
25%
99% or above
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 Sustainable Solutions for Growth
strategy. 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 targeted that the suppliers
representing 83% of our carbon emissions within purchased goods and services in 2026 had
SBTs 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.
Scope 3: category 1 emissions
(
percentage of suppliers with science-based targets in place
)
as at 31 December 2026
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.
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Remuneration
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:
Diversity in early careers employees as at 31 December 2026
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.
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 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
sustainability 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.
As a result, the total LTIP opportunity can be increased to 200% of salary, as detailed below.
Maximum award opportunity
% of salary
1
Maximum number of shares
1, 2
Maximum face value
(
£
)
1, 2
Joe Vorih
200%
270,987
£1,190,988
Tim Pullen
173,829
£763,978
1.
The number of shares is the maximum number of shares that are eligible to vest after the application of the TSR modifier,
which is applied to the outcome of the performance metrics set out above.
2.
The maximum number of shares that could be awarded has been calculated using the share price of £4.395
(
average
closing share price for 3 to 5 April 2024
)
and is stated before the impact of reinvestment of dividends paid since grant.
Deferred Share Bonus Plan awards
On 8 April 2024, the Executive Directors received an award of shares under the Deferred Share
Bonus Plan relating to the 2023 annual bonus. The value of these shares was included in the
annual bonus figure in the 2023 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
42,904
£188,563
50% vests in each of
April 2026 and April 2027
Tim Pullen
Deferred shares
7,477
£32,861
*
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 £4.395.
Payments for loss of office
There were no payments for loss of office in FY 2024.
Payments to past Directors
Matt Pullen and Paul James stepped down from the Board in 2023. Full details of their exit
arrangements are provided in the 2023 Annual Report and Accounts. Matt Pullen’s 2022 LTIP
awards are due to vest in April 2025, with 8.33% of the award vesting based on performance
over the period
(
further details on page 148
)
. The awards will be time pro-rated, resulting in 3,055
shares vesting for Matt Pullen.
Annual Report on Remuneration continued
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Governance
Strategic Report
Financial Statements
Remuneration
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.
The number of shares held by Directors as at 31 December 2024 is set out in the table below:
Shares owned
outright
6
Interests in
share incentive
schemes, subject to
performance conditions
Interests in share incentive schemes,
awarded without performance conditions
Vested but
unexercised
options
LTIP
1,7
DSBP
2,7
Sharesave
3
Joe Vorih
4,7
133,194
(
87% of salary
)
766,660
54,271
8,144
Tim Pullen
4
8,750
(
9% of salary
)
173,829
7,476
Kevin Boyd
80,000
Lisa Scenna
14,966
Louise Brooke-
Smith
Shatish
Dasani
27,500
Bronagh
Kennedy
950
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.
For the purposes of determining the value of Executive Director shareholdings for Joe Vorih and Tim Pullen, the annual salary
for 2024 and the share price as at 31 December 2024 has been used
(
£3.895 per share
)
.
5.
During the year, Joe Vorih exercised nil-cost options relating to his 2021 Spectris replacement awards over 29,935 buyout
awards, and 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 £134,707.50, based on the market price on the date of exercise.
6.
All shares within the ‘Shares owned outright’ column include those held by connected persons.
7.
All outstanding LTIP and DSBP interests are in the form of nil-cost options.
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 last 10 financial years, relative to 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 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 as at
31 December 2014 (FTSE 250 Index)
31 Dec
2023
31 Dec
2024
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.
2015
2016
2017
1,3
2017
2,3
2018
4
2019
4
2020
4
2021
4
2022
5,7
2022
4,6
2023
7
2024
4
CEO single figure
of remuneration
£’000
919
948
717
218
1,014
944
717
1,390
666
135
1,611
1,398
Annual bonus
payout
(
as a %
of maximum
opportunity
)
68.2%
69.4%
66.8%
66.8%
48.9%
24.8%
n/a
93%
13.36%
13.36%
65.38%
57.24%
LTIP vesting
out-turn
(
as a %
of maximum
opportunity
)
n/a
n/a
n/a
n/a
87.8%
54.5%
25%
25%
n/a
0%
n/a
8.33%
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 the 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 2024
figure shows the payout for the 2022 LTIP award.
5.
This reflects the remuneration received by Joe Vorih, CEO from 28 February 2022.
6.
This reflects the remuneration received by Martin Payne, CEO from 1 January 2022 to 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.
151
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Strategic Report
Financial Statements
Remuneration
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 2023/24
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
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Salary/
fees
Taxable
benefits
Annual
bonus
Executive Directors
Joe Vorih
3.5%
-19.3%
-9.4%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Tim Pullen
1
210.5%
353.3%
176.8%
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
4.0%
n/a
n/a
135.3%
n/a
n/a
49.1%
n/a
n/a
2.2%
n/a
n/a
n/a
n/a
n/a
Lisa Scenna
2
5.6%
n/a
n/a
31.5%
n/a
n/a
10.2%
n/a
n/a
2.2%
n/a
n/a
3.0%
n/a
n/a
Shatish Dasani
25.0%
n/a
n/a
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
2
103.7%
n/a
n/a
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
6.6%
n/a
n/a
2.2%
n/a
n/a
5.3%
n/a
n/a
2.2%
n/a
n/a
3.0%
n/a
n/a
Employee average
4.0%
0%
54.3%
5.7%
0%
100%
3.0%
0%
-4.4%
2.2%
0%
100%
3.0%
0%
2.4%
Notes:
1.
Tim Pullen was appointed to the Board on 1 November 2023.
2.
Bronagh Kennedy was appointed to the Board on 3 July 2023.
Explanations for large increases in prior years are provided in previous Annual Reports.
Annual Report on Remuneration continued
152
Genuit Group plc
Annual Report & Accounts 2024
Shareholder Information
Governance
Strategic Report
Financial Statements
Remuneration
CEO pay ratio
The table below illustrates the ratio between CEO pay for 2024
(
as shown in the single figure table
on page 146
)
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
2024
Method
A
B
B
B
B
B
Upper quartile
28:1
19:1
40:1
21:1
41:1
31:1
Median
37:1
24:1
54:1
29:1
55:1
40:1
Lower quartile
44:1
29:1
65:1
36:1
61:1
49:1
For 2024, 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.
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 2024
to 31 December 2024.
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 in 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, Mr Vorih received buyout awards on joining the
Company to compensate for awards forfeited on leaving employment at Spectris. As a result,
the pay ratio increased. In FY 2024, the pay ratio decreased as certain benefits ceased during
the year and the bonus was lower than in the prior year.
The ratio is considered to be 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 2024 are set out below:
Salary
Total Pay
CEO single figure
596,988
1,397,937
Upper quartile
41,203
45,720
Median
33,525
35,271
Lower quartile
27,598
28,685
Relative importance of the spend on pay
The charts below illustrate the total expenditure on pay for all of the Group's employees
compared to dividends payable to shareholders.
2024
£150.9m
£146.0m
2023
Employee remuneration costs £m
2024
£31.1m
£30.8m
2023
Dividends £m
Shareholder voting on remuneration resolutions
Details of the votes cast in relation to our remuneration resolutions in 2024 are summarised below:
Votes for
Votes
against
Votes
withheld
Approval of the Remuneration Policy – 2024 AGM
215,964,006
(
96.97%
)
6,750,027
(
3.03%
)
10,729
Approval of the Annual Report on Remuneration – 2024 AGM
214,572,915
(
96.34%
)
8,142,118
(
3.66%
)
9,729
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 19 May 2025.
By order of the Board.
Lisa Scenna
Chair of the Remuneration Committee
11 March 2025
153
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Shareholder Information
Governance
Strategic Report
Financial Statements
Remuneration
154
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Financial
statements
155
Independent Auditor’s Report
164
Group Income Statement
165
Group Statement of Comprehensive Income
166
Group Balance Sheet
167
Group Statement of Changes in Equity
168
Group Cash Flow Statement
169
Notes to the Group Financial Statements
197
Directors’ Responsibilities Statement
198
Company Balance Sheet
199
Company Statement of Changes in Equity
200
Company Cash Flow Statement
201
Notes to the Company Financial Statements
206
Five-Year Summary
155
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Independent Auditor’s Report to the Members of Genuit Group plc
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
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 Company 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.
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 2024 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 2024 which comprise:
Group
Parent Company
Group Balance Sheet as at 31 December 2024
Company Balance Sheet
as at 31 December 2024
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,
material accounting policy information
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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 downside scenarios including a loss of production, loss of a major
customer, product failure, changes to macro-economic and political conditions 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 committed borrowing facility of £350m, of which £228.6m was undrawn
at the balance sheet date. The facility is available until August 2027 subject to a reduction
of £40m in the available facility from August 2026.
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 for a period to 31 December 2026.
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 eight components
and audit procedures on specific balances for a further seven components and
central procedures on financial statement line items as detailed in the ‘Tailoring
the scope’ section below.
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 £3.2m which represents 5% of profit before tax
adjusted for certain non-recurring items.
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 cash flow forecasts
and covenant calculations for the going concern period which covers the 21-month period
to 31 December 2026 and performing procedures to evaluate 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 documentation evidencing the extension of the maturity
date to 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 and cost, including the impact of climate change. Our procedures included
analysis of external market data to consider any contradictory sector forecasts, considerations
of the current macro-economic climate and the disclosed climate change commitments
of the Group.
– Reviewing and reperforming Management’s stress test of their cash flow 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 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 its completeness and conformity with the reporting standards.
Independent Auditor’s Report to the Members of Genuit Group plc continued
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An overview of the scope of the Parent Company and group audits
Tailoring the scope
In the current year our audit scoping has been updated to reflect the new requirements of ISA
(
UK
)
600
(
Revised
)
. We have followed a risk-based approach when developing our audit approach to
obtain sufficient appropriate audit evidence on which to base our audit opinion. We performed
risk assessment procedures to identify and assess risks of material misstatement of the Group
financial statements and identify significant accounts and disclosures. When identifying
components at which audit work needed to be performed to respond to the identified risks of
material misstatement of the Group financial statements, we considered our understanding of
the Group and its business environment, the potential impact of climate change, the applicable
financial framework, the Group’s system of internal control at the entity level, the existence of
centralised processes, applications and any relevant internal audit results.
We determined that centralised audit procedures would be performed on non-underlying items,
corporation tax, intangible assets and goodwill, leases, intercompany and long-term debt.
We also centrally tested the cash balances in components that did not form part of the
overall scoping assessment outlined below, to the extent that the total amounts not tested
across the Group were immaterial.
We then identified eight components as individually relevant to the Group due to materiality
or financial size of the components relative to the Group.
For those individually relevant components, we identified the significant accounts where audit
work needed to be performed at these components by applying professional judgement,
having considered the Group significant accounts on which centralised procedures will be
performed, the reasons for identifying the financial reporting component as an individually
relevant component and the size of the component’s account balance relative to the Group
significant financial statement account balance.
We then considered whether the remaining Group significant account balances not yet subject
to audit procedures, in aggregate, could give rise to a risk of material misstatement of the Group
financial statements. We selected seven components of the Group to include in our audit scope
to address these risks.
Of the 15 components selected, we designed and performed audit procedures on the entire
financial information of eight components
(
“full scope components”
)
. For seven components,
we designed and performed audit procedures on specific significant financial statement
account balances or disclosures of the financial information of the component
(
“specific scope
components”
)
. For the 41 remaining components, we performed specified audit procedures to
obtain evidence for one or more relevant assertions.
Our scoping to address the risk of material misstatement for each key audit matter is set out
in the Key audit matters section of our report.
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 and transition risks relating
to carbon taxes and also the market opportunities it presents through the development of low
emission and climate resilient products and services. These are explained on pages 42-53
in the required Task Force On Climate Related Financial Disclosures and on pages 75-85 in
the principal risks and uncertainties. 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 as such the degree of
certainty of all these changes means that they cannot be taken into account when assessing
future cash flows under the requirements of UK adopted International Accounting Standards
but will continue to be monitored by Management.
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 risk, physical and
transition, their climate commitments, the effects of material climate risks disclosed on pages
47-53 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 matters: 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.
Remuneration
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Strategic Report
Financial Statements
158
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Financial Statements
Key audit matters
Key audit matters are those matters that, in our professional judgement, 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 116
)
;
Accounting policies
(
page 169
)
; and Note 3.1.2 of the
Consolidated Financial Statements
(
page 175
)
.
The Group has reported revenue of £561.3m
(
2023: £586.5m
)
. 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 individually relevant
(
full scope
)
components, 5 components recorded revenue that was
material to the Group and are specifically impacted by the identified fraud risk.
For the individually relevant
(
full scope
)
and additionally relevant
(
specific scope
)
components,
representing 88% 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 component covering 4% of revenue where data analytics has not been used,
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.
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
misstatements associated with the
manual adjustments identified.
We concluded that revenue
recognised in the year is appropriate
and found no evidence of
management bias.
Independent Auditor’s Report to the Members of Genuit Group plc continued
159
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
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 116
)
;
Accounting policies
(
page 169
)
; and Note 3.1.2 of the
Consolidated Financial Statements
(
page 175
)
.
The total value of customer rebates recognised in
the year and accrued for at the balance sheet date
is material for the Building Products Component.
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 used a custom
automated data analytics tool to perform holistic analysis over the merchant rebate model
and sales data and to perform a recalculation of the entire rebate charge for the year.
This was supported by sample testing over the inputs to the model back to rebate agreements.
For Merchant rebates, we compared the 2024 charge from the December 2024 schedule to the
2024 charge from the January 2025 schedule to understand changes to the rebate charge that
were made subsequent to the year-end.
For all, we performed completeness procedures on the year end rebate liability 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.
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
judgements 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 116
)
;
Accounting policies
(
page 169
)
; and Note 3.2.1 of the
Consolidated Financial Statements
(
page 175
)
.
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,
long term growth rates 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 Group’s 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.
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 our
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 cash flow calculations and the
impact of risks and opportunities generated by climate change.
We understood and challenged Management’s forecast future cash flows, 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
and how the medium to longer-term risks and opportunities were factored in to future cash flows.
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
and the reasons for any margin improvement to assess whether the forecasts were reasonable
and in line with IAS 36.
We have performed audit procedures over the disclosures in accordance with IAS 36 and IAS 1,
including the requirement for sensitivity disclosures.
We consider that Management’s
assessment appropriately reflects the
requirements of IAS 36 and captures
the risks to future cash flows.
We concluded that the carrying
value of the goodwill recognised
relating to the Adey Cash
Generating Unit was recoverable.
Independent Auditor’s Report to the Members of Genuit Group plc continued
161
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Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
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
(
2023: £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 153 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.
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 £3.2 million
(
2023: £3.3 million
)
, which is 5%
(
2023: 5%
)
of Profit before tax adjusted for certain non-recurring items. We believe that adjusting
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 £2.7 million
(
2023: £3.1 million
)
,
which is 1%
(
2023: 1%
)
of total equity.
Starting basis
– Group profit before tax – £46.3m
Adjustments
– Adjusted for certain non-recurring items excluding amortisation of acquired
intangible assets
(
£18.6m
)
Materiality
– Totals £64.9m Group adjusted profit before tax
– Materiality of £3.2m
(
5% of Group 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%
(
2023: 75%
)
of our planning materiality, namely £2.4m
(
2023: £2.5m
)
. 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 was undertaken at component locations for the purpose of responding to the
assessed risks of material misstatement of the Group financial statements. 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 £2m
(
2023: £0.5m to £2.2m
)
.
162
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Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
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 UK 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 123;
– 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 123;
– Directors’ 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 123;
– Directors’ statement on fair, balanced and understandable set out on page 119;
– Board’s confirmation that it has carried out a robust assessment of the emerging
and principal risks set out on pages 75-85;
– The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 99; and
– The section describing the work of the Audit Committee set out on pages 116 to 122.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities Statement set out on page 126, 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.
Independent Auditor’s Report to the Members of Genuit Group plc continued
163
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Shareholder Information
Governance
Strategic Report
Financial Statements
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 11 years. In total the period of uninterrupted engagement including previous
renewals and reappointments is 13 years, covering the years ending 31 December 2012 to
31 December 2024.
– 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
11 March 2025
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.
– 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
judgements 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 https://www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
2024
2023
Notes
Underlying
£m
Non-
underlying
£m
Total
£m
Underlying
£m
Non-
underlying
£m
Total
£m
Revenue
5
561.3
561.3
586.5
586.5
Cost of sales
6, 8
(311.5)
1.0
(310.5)
(338.7)
(2.0)
(340.7)
Gross profit
249.8
1.0
250.8
247.8
(2.0)
245.8
Selling and distribution costs
(75.2)
(75.2)
(73.5)
(1.0)
(74.5)
Administration expenses
8
(81.7)
(7.2)
(88.9)
(79.4)
(11.8)
(91.2)
Amortisation of intangible assets
8
(0.7)
(14.4)
(15.1)
(0.8)
(14.8)
(15.6)
Impairment of intangible assets
8
(2.5)
(2.5)
Impairment of goodwill
8
(12.4)
(12.4)
Operating profit
5, 6
92.2
(33.0)
59.2
94.1
(32.1)
62.0
Finance costs
8, 11
(12.9)
(12.9)
(13.6)
(13.6)
Profit before tax
5
79.3
(33.0)
46.3
80.5
(32.1)
48.4
Income tax
8, 12
(18.2)
5.4
(12.8)
(17.9)
8.0
(9.9)
Profit for the year attributable to the owners of the parent company
61.1
(27.6)
33.5
62.6
(24.1)
38.5
Basic earnings per share
(
pence
)
13
13.5
15.5
Diluted earnings per share
(
pence
)
13
13.3
15.4
Dividend per share
(
pence
)
– interim
14
4.1
4.1
Dividend per share
(
pence
)
– final
14
8.4
8.3
14
12.5
12.4
Non-underlying items are presented separately. The definition of non-underlying items is included in the Group Accounting Policies on page 1689. Non-underlying items are detailed in Note 8 to the consolidated financial statements.
Group Income Statement
For the year ended 31 December 2024
164
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Annual Report & Accounts 2024
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Shareholder Information
Governance
Strategic Report
Financial Statements
For the year ended 31 December 2024
Group Statement of Comprehensive Income
2024
£m
2023
£m
Profit for the year
33.5
38.5
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
(0.3)
0.1
Effective portion of changes in fair value of interest rate derivatives
0.1
Exchange differences on translation of foreign operations
(0.1)
(0.1)
Other comprehensive income for the year net of tax
(0.3)
Total comprehensive income for the year
33.2
38.5
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Governance
Strategic Report
Financial Statements
Notes
2024
£m
2023
£m
Non-current liabilities
Loans and borrowings
27
(145.2)
(142.9)
Lease liabilities
16, 27
(20.2)
(18.4)
Deferred income tax liabilities
12
(49.0)
(50.1)
Total non-current liabilities
(214.4)
(211.4)
Total liabilities
5
(350.0)
(342.2)
Net assets
5
643.0
636.6
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)
0.1
Foreign currency retranslation reserve
24
(0.2)
(0.1)
Other reserves
24
116.5
116.5
Retained earnings
431.9
425.2
Total equity
643.0
636.6
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
11 March 2025
11 March 2025
Company Registration No. 06059130
Notes
2024
£m
2023
£m
Non-current assets
Property, plant and equipment
15
183.7
176.4
Right-of-use assets
16
27.0
22.9
Intangible assets
17
580.2
596.8
Total non-current assets
5
790.9
796.1
Current assets
Inventories
21
73.5
69.2
Trade and other receivables
22
81.8
73.9
Income tax receivable
3.2
5.4
Cash and cash equivalents
23
43.6
17.0
Derivative financial instruments
29
0.1
Assets held-for-sale
19
17.1
Total current assets
202.1
182.7
Total assets
5
993.0
978.8
Current liabilities
Trade and other payables
26
(128.2)
(114.8)
Lease liabilities
16, 27
(7.4)
(5.0)
Liabilities held-for-sale
19
(2.8)
Deferred and contingent consideration
18
(8.2)
Total current liabilities
(135.6)
(130.8)
Group Balance Sheet
At 31 December 2024
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Governance
Strategic Report
Financial Statements
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 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
Profit for the year
33.5
33.5
Other comprehensive income
(0.2)
(0.1)
(0.3)
Total comprehensive income for the year
(0.1)
(0.1)
33.5
33.2
Dividends paid
(30.8)
(30.8)
Share-based payments charge
2.9
2.9
Share-based payments settled
0.8
0.8
Share-based payments excess tax benefit
0.3
0.3
At 31 December 2024
0.2
93.6
1.1
(0.1)
(0.2)
116.5
431.9
643.0
For the year ended 31 December 2024
Group Statement of Changes in Equity
167
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Strategic Report
Financial Statements
Group Cash Flow Statement
For the year ended 31 December 2024
Notes
2024
£m
2023
£m
Operating activities
Profit before tax
46.3
48.4
Finance costs
11
12.9
13.6
Operating profit
59.2
62.0
Non-cash items:
Profit on disposal of property, plant and equipment
(
underlying
)
6
(0.4)
Research and development expenditure credit
6
(1.5)
(1.5)
Software supplier dispute
(
underlying
)
(0.9)
Employment matters
(
underlying
)
(0.5)
Non-underlying items:
– impairment of goodwill arising on business combinations
8, 17
12.4
– impairment of intangible assets arising on business combinations
8, 17
2.5
– amortisation of intangible assets arising on business combinations
8, 17
14.4
14.8
– provision for acquisition costs
8
1.1
2.2
– provision for restructuring costs
8
1.8
14.1
– provision for restructuring costs – depreciation of property, plant
and equipment
8
1.2
– Workday configuration
(
SaaS
)
8
1.1
1.2
– employment matters
8
(1.1)
2.0
– provision for product liability claim
8
0.1
(1.2)
– profit on disposal of assets held-for-sale
8
(1.1)
(4.7)
– Supplier software dispute
8
4.3
Depreciation of property, plant and equipment
(
underlying
)
5, 15
19.2
19.1
Depreciation of right-of-use assets
5, 16
7.1
5.6
Amortisation of internally generated intangible assets
17
0.7
0.8
Share-based payments
25
2.9
2.1
Cash items:
– Settlement of acquisition costs
18
(7.6)
(0.4)
– Settlement of restructuring costs
(2.2)
(10.9)
– Settlement of net product liability claim
(1.7)
– Settlement of other exceptional costs
(2.9)
(1.2)
Operating cash flows before movement in working capital
106.5
105.6
Notes
2024
£m
2023
£m
Movement in working capital:
Receivables
(5.1)
(6.9)
Payables
11.0
(9.9)
Inventories
3.1
20.9
Cash generated from operations
115.5
109.7
Income tax paid
(10.4)
(12.1)
Net cash flows from operating activities
105.1
97.6
Investing activities
Acquisition of businesses net of cash at acquisition
18
(5.2)
Settlement of deferred and contingent consideration
(1.6)
(1.6)
Proceeds from disposal of assets held for sale
19
4.9
Proceeds from disposal of property, plant and equipment
0.7
7.6
Purchase of property, plant and equipment
(25.6)
(32.8)
Development expenditure
(1.1)
(1.7)
Net cash flows from investing activities
(27.9)
(28.5)
Financing activities
Drawdown of bank loan
69.4
50.0
Repayment of bank loan
(68.0)
(100.9)
Interest paid
(11.4)
(13.4)
Dividends paid
14
(30.8)
(30.5)
Proceeds from exercise of share options
0.8
0.3
Settlement of lease liabilities
16
(10.6)
(7.6)
Net cash flows from financing activities
(50.6)
(102.1)
Net change in cash and cash equivalents
26.6
(33.0)
Cash and cash equivalents at 1 January
23
17.0
50.0
Net foreign exchange difference
Cash and cash equivalents at 31 December
23
43.6
17.0
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Shareholder Information
Governance
Strategic Report
Financial Statements
Strategic Report
Governance
Notes to the Group Financial Statements
Remuneration
Financial Statements
Shareholder Information
For the year ended 31 December 2024
169
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1. Authorisation of financial statements
The consolidated financial statements of the Group for the year ended 31 December 2024 were
authorised for issue by the Board of Directors on 11 March 2025 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 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 2024 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 2024.
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 2026, 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 47 to 53 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 2024, the Group had available £228.6m 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. At August 2026 the borrowing
facility will reduce from £350m to £310m until August 2027. 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 2024. 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
)
.
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.
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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 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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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 only offset 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 15 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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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, the asset is available for immediate sale in its present condition and accordingly
included in current assets with the associated liabilities being included in current liabilities.
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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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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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 and interest
rate risk through forward foreign currency exchange contracts and interest rate swaps. 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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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 2024 and 2023
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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Genuit Group plc
Annual Report & Accounts 2024
176
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 2024.
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
The new and amended accounting standards and interpretations that are issued, but not yet
effective and applicable to the Group, up to the date of issuance of the Group’s financial
statements are disclosed below. The Group intends to adopt these new and amended
standards and interpretations when they become effective.
IFRS 18 Presentation and Disclosure in Financial Statements
(
effective for annual periods
beginning on or after 1 January 2027
)
IFRS 18 will replace IAS 1 Presentation of Financial Statements, introducing new requirements that
will help to achieve comparability of the financial performance of similar entities and provide
more relevant information and transparency to users. The Group does not expect that the
adoption of the Standards listed above will have a material impact on the consolidated financial
statements of the Group in future periods.
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 re-organised into three strategic Business Units – Climate
Management Solutions
(
CMS
)
, Water Management Solutions
(
WMS
)
and Sustainable Building
Solutions
(
SBS
)
. 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. Other segments relates to Polypipe Italia SRL, which is currently not reported
as part of the Group’s strategic Business Units.
2024
Climate
Water
Sustainable
Management
Management
Building
Solutions
Solutions
Solutions
Other
Total
£m
£m
£m
£m
£m
Segmental revenue
164.8
183.3
252.7
7.8
608.6
Inter-segment revenue
(
3.2
)
(
22.4
)
(
21.0
)
(
0.7
)
(
47.3
)
Revenue
161.6
160.9
231.7
7.1
561.3
Underlying operating profit*
24.0
13.6
54.4
0.2
92.2
Non-underlying items – segmental
(
24.9
)
(
0.2
)
(
1.7
)
(
)
(
26.8
)
Non-underlying items – Group
(
6.2
)
Segmental operating profit
(
0.9
)
13.4
52.7
0.2
59.2
Finance costs
(
12.9
)
Profit before tax
46.3
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Annual Report & Accounts 2024
177
5. Segment information continued
2023
Climate
Water
Sustainable
Management
Management
Building
Solutions
Solutions
Solutions
Other
Total
£m
£m
£m
£m
£m
Segmental revenue
169.2
193.9
268.0
8.4
639.5
Inter-segment revenue
(
3.3
)
(
23.5
)
(
25.2
)
(
1.0
)
(
53.0
)
Revenue
165.9
170.4
242.8
7.4
586.5
Underlying operating profit*
22.7
17.7
53.1
0.6
94.1
Non-underlying items – segmental
(
15.0
)
(
11.3
)
(
1.4
)
(
0.3
)
(
28.0
)
Non-underlying items – Group
(
4.1
)
Segmental operating profit
7.7
6.4
51.7
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 174
and is the measure of segment profit used by the Group’s CODM. Details of the non-underlying items of £33.0m
(
2023: £32.1m
)
are set out below at non-underlying items before tax.
Property, plant and equipment additions
2024
2023
£m
£m
Climate Management Solutions
3.2
2.7
Water Management Solutions
8.3
10.6
Sustainable Building Solutions
12.6
17.6
Other
1.5
1.9
Total – Group
25.6
32.8
Right-of-use asset additions
2024
2023
£m
£m
Climate Management Solutions
0.8
2.1
Water Management Solutions
5.9
2.1
Sustainable Building Solutions
5.0
2.3
Other
1.3
1.4
Total – Group
13.0
7.9
Depreciation of property, plant and equipment
2024
2023
£m
£m
Climate Management Solutions
2.7
3.1
Water Management Solutions
3.9
6.6
Sustainable Building Solutions
12.2
10.6
Other
0.4
Total – Group
19.2
20.3
Depreciation of right-of-use assets
2024
2023
£m
£m
Climate Management Solutions
1.6
1.2
Water Management Solutions
2.2
1.4
Sustainable Building Solutions
2.9
2.1
Other
0.4
0.9
Total – Group
7.1
5.6
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Genuit Group plc
Annual Report & Accounts 2024
178
5. Segment information continued
Non-underlying items before tax
2024
2023
£m
£m
Climate Management Solutions:
Impairment of goodwill
12.4
Amortisation of intangible assets
12.2
12.2
Restructuring costs
0.2
1.7
Employment matters
0.7
Acquisition costs
0.4
0.4
Profit on disposal of property, plant and equipment
(
0.3
)
Water Management Solutions:
Impairment of intangible assets
2.5
Amortisation of intangible assets
0.5
0.9
Restructuring costs
0.9
7.3
Acquisition costs
1.8
Product liability claim
0.1
(
1.2
)
Profit on disposal of property, plant and equipment
(
1.3
)
Sustainable Building Solutions:
Amortisation of intangible assets
1.7
1.7
Restructuring costs
0.9
3.1
Employment matters
(
1.2
)
1.3
Profit on disposal of property, plant and equipment
(
4.7
)
Other
0.3
Total – segmental
26.8
27.7
Other – restructuring costs
0.1
0.3
Group – restructuring costs
0.9
4.1
Group – acquisition costs
0.6
Group – loss on disposal of property, plant and equipment
0.3
Group – supplier software dispute
4.3
Total – Group
33.0
32.1
Geographical analysis
2024
2023
Revenue by destination
£m
£m
UK
499.3
519.1
Rest of Europe
32.9
33.4
Rest of World
29.1
34.0
Total – Group
561.3
586.5
31 December
31 December
2024
2023
Non-current assets
£m
£m
UK
781.3
790.4
Rest of Europe
9.6
5.7
Total – Group
790.9
796.1
Non-current assets for this purpose consist of property, plant and equipment, right-of-use assets,
goodwill and other intangible assets.
The Group had one customer
(
2023: none
)
which individually accounted for more than 10% of
the Group’s total revenue during 2024. This amounted to 10.8% of total Group revenue. This
customer trades with the SBS and WMS segments.
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Annual Report & Accounts 2024
179
6. Operating profit
2024
2023
£m
£m
Income statement charges
Depreciation of property, plant and equipment
(
owned
)
19.2
20.3
Depreciation of right-of-use assets
7.1
5.6
Cost of inventories recognised as an expense
251.1
287.9
Research and development costs expensed
7.4
9.0
Income statement credits
Research and development expenditure credit
1.5
1.5
Profit on disposal of property, plant and equipment
0.4
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:
2024
2023
£m
£m
Audit of the Company’s annual financial statements
Audit of the Company’s subsidiaries
0.8
0.8
Total audit fees
0.8
0.8
The Group paid the Company’s auditor £0.2m for audit-related assurance services
(
2023: £0.2m
)
.
8. Non-underlying items
Non-underlying items comprised:
2024
2023
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
Restructuring costs
0.4
(
0.1
)
0.3
Employment matters
(
1.1
)
0.1
(
1.0
)
1.3
(
0.2
)
1.1
Product liability claim
0.1
0.1
(
1.2
)
(
0.1
)
(
1.3
)
Selling and distribution costs:
Restructuring costs
1.0
(
0.2
)
0.8
Administration expenses:
Restructuring costs
1.8
(
0.5
)
1.3
12.4
(
2.3
)
10.1
Acquisition costs – acquisition
and other M&A activity
1.1
1.1
2.2
(
0.1
)
2.1
IT configuration
(
SaaS
)
1.1
(
0.3
)
0.8
1.2
(
0.3
)
0.9
Employment matters
0.7
(
0.1
)
0.6
Software supplier dispute
4.3
(
1.1
)
3.2
Profit on disposal of property, plant
and equipment
(
1.1
)
(
1.1
)
(
4.7
)
(
4.7
)
Amortisation of intangible assets
14.4
(
3.6
)
10.8
14.8
(
3.7
)
11.1
Impairment of intangible assets
2.5
(
0.6
)
1.9
Impairment of goodwill
12.4
12.4
Total non-underlying items
33.0
(
5.4
)
27.6
32.1
(
8.0
)
24.1
Restructuring costs incurred in both periods are in relation to the re-organisation of the Group,
which was announced in 2022 and, whilst plans were finalised in 2023, the remaining activity
was concluded during 2024, with a cumulative cost over the restructuring period of £26.4m.
This included the sale of two properties which were classed as held-for-sale at 31 December 2023
and subsequently sold in 2024, which accounts for the profit on disposal.
IT configuration
(
SaaS
)
relates to the design and configuration of software projects that are
significant and support the Group’s medium-term strategy.
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Genuit Group plc
Annual Report & Accounts 2024
180
8. Non-underlying items continued
Acquisition costs in the year ended 31 December 2024 relate to the two acquisitions completed
during the year as well as costs associated with other merger and acquisition activity. In the year
ended 31 December 2023, the amount predominantly related to a £1.8m charge arising in
connection with contingent consideration treated as remuneration in respect of the acquisition of
Plura, which was paid in 2024.
At 31 December 2023, a £1.4m provision associated with employment matters, relating to a one-off
regulatory claim, was recognised in non-underlying items. During 2024, the matter was resolved
and the unutilised provision released.
The Group incurred a one-off cost of £4.3m in respect of a dispute with a third party back-office
software supplier that was settled in the year ended 31 December 2024.
Amortisation charged in both periods relates to intangible assets arising on business
combinations. Impairment of goodwill of £12.4m relates to a 2021 acquisition
(
see note 18
)
.
9. Staff costs
Staff costs
(
including Directors
)
comprised:
2024
2023
£m
£m
Wages and salaries
131.3
127.2
Social security costs
13.3
13.4
Other pension costs
6.3
5.4
150.9
146.0
The average monthly number of persons employed by the Group by segment was as follows:
2024
2023
Sustainable Building Solutions
1,435
1,500
Water Management Solutions
730
737
Climate Management Solutions
907
939
Other
149
120
Total – Group
3,221
3,296
10. Directors’ remuneration
Details of the Directors’ remuneration are set out below:
2024
2023
£m
£m
Fees
0.5
0.5
Emoluments
2.2
2.9
2.7
3.4
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 £0.4m
(
2023: £0.6m
)
.
11. Finance costs
2024
2023
£m
£m
Interest on bank loan
10.4
11.6
Debt issue cost amortisation
0.9
0.8
Un-wind of discount on lease liabilities
1.6
1.2
12.9
13.6
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Annual Report & Accounts 2024
181
12. Income tax
(
a
)
Tax expense reported in the income statement
2024
2023
£m
£m
Current income tax:
UK income tax
13.8
11.0
Overseas income tax
0.1
0.2
Current income tax
13.9
11.2
Adjustment in respect of prior years
(
0.3
)
(
0.4
)
Total current income tax
13.6
10.8
Deferred income tax:
Origination and reversal of temporary differences
(
0.7
)
(
1.9
)
Effects of changes in income tax rates
0.1
Deferred income tax
(
0.7
)
(
1.8
)
Adjustment in respect of prior years
(
0.1
)
0.9
Total deferred income tax
(
0.8
)
(
0.9
)
Total tax expense reported in the income statement
12.8
9.9
Details of the non-underlying tax credit of £5.4m
(
2023: £8.0m
)
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 2024 and 2023 is as follows:
2024
2023
£m
£m
Accounting profit before tax
46.3
48.4
Accounting profit multiplied by the UK standard rate of income tax
of 25.0%
(
2023: 23.52%
)
11.6
11.4
Expenses not deductible for income tax
2.6
1.6
Non-taxable income
(
2.2
)
Adjustment in respect of prior years
(
0.4
)
0.5
Effects of patent box
(
1.1
)
(
1.1
)
Effects of changes in income tax rates
0.1
Effects of deferred tax not recognised
(
0.8
)
Effects of super deduction
(
0.1
)
Effects of other tax rates/credits
0.9
(
0.3
)
Total tax expense reported in the income statement
12.8
9.9
The effective rate for the full year was 27.6%
(
2023: 20.5%
)
. If the impact of non-underlying items
is excluded, the underlying income tax rate would be 23.0%
(
2023: 22.2%
)
.
(
c
)
Deferred income tax
The deferred income tax included in the Group balance sheet is as follows:
2024
2023
£m
£m
Deferred income tax liabilities/
(
assets
)
Short-term timing differences:
– DTL arising on acquired intangible assets
29.9
32.9
– Other short-term timing differences
(
1.5
)
Capital allowances in excess of depreciation
25.5
23.0
Share-based payments
(
2.5
)
(
1.3
)
Tax losses
(
3.9
)
(
3.0
)
49.0
50.1
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Genuit Group plc
Annual Report & Accounts 2024
182
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 2024 was measured at 25%.
(
e
)
Unrecognised tax losses
No deferred income tax has been recognised on non-trading losses and other timing
differences of £0.3m
(
2023 £3.4m
)
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:
2024
2023
Weighted average number of ordinary shares for the purpose
of basic earnings per share
248,459,018
248,182,934
Effect of dilutive potential ordinary shares
2,480,464
1,024,432
Weighted average number of ordinary shares for the purpose
of diluted earnings per share
250,939,482
249,207,366
Underlying earnings per share is based on the result for the period after tax excluding the impact
of non-underlying items of £27.6m
(
2023: £24.1m
)
. 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 the Group’s
financial performance. The underlying earnings per share is calculated as follows:
2024
2023
Underlying profit for the year attributable to the owners of the Parent
Company
(
£m
)
61.1
62.6
Underlying basic earnings per share
(
pence
)
24.6
25.2
Underlying diluted earnings per share
(
pence
)
24.3
25.1
14. Dividend per share
2024
2023
£m
£m
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2023 of 8.3p per share
(
2022: 8.2p
)
20.6
20.3
Interim dividend for the year ended 31 December 2024 of 4.1p per share
(
2023: 4.1p
)
10.2
10.2
30.8
30.5
Proposed final dividend for the year ended 31 December 2024 of 8.4p
per share
(
2023: 8.3p
)
20.9
20.6
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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Annual Report & Accounts 2024
183
15. Property, plant and equipment
Freehold
Plant
land and
and other
buildings
equipment
Total
£m
£m
£m
Cost
At 1 January 2023
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
Additions
2.7
22.9
25.6
Disposals
(
0.2
)
(
14.3
)
(
14.5
)
Transfer from assets held-for-sale
6.5
6.5
Acquisitions
0.5
0.5
Exchange adjustment
(
0.3
)
(
0.3
)
At 31 December 2024
63.7
234.3
298.0
Depreciation and impairment losses
At 1 January 2023
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 2023
9.9
93.9
103.8
Provided during the year
1.8
17.4
19.2
Disposals
(
0.1
)
(
13.1
)
(
13.2
)
Transfer from assets held-for-sale
4.3
4.3
Exchange adjustment
0.2
0.2
At 31 December 2024
11.6
102.7
114.3
Net book value
At 31 December 2024
52.1
131.6
183.7
At 31 December 2023
51.3
125.1
176.4
Included in freehold land and buildings is non-depreciable land of £16.2m
(
2023: £16.2m
)
.
Capital commitments
At 31 December 2024, the Group had commitments of £5.0m
(
2023: £7.1m
)
relating to plant
and equipment purchases.
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 2023
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
)
Additions
1.7
5.7
5.6
13.0
(
13.0
)
Disposals
(
3.8
)
(
3.7
)
(
0.6
)
(
8.1
)
Depreciation of right-of-use assets
(
2.0
)
(
3.0
)
(
2.1
)
(
7.1
)
Depreciation on disposal of right-of-use assets
2.8
3.0
0.4
6.2
Transfer from assets held-for-sale
0.2
0.2
(
0.2
)
Exchange adjustment
(
0.1
)
(
0.1
)
Un-wind of discount on lease liabilities
(
1.6
)
Settlement of lease liabilities
10.6
At 31 December 2024
10.3
10.2
6.5
27.0
(
27.6
)
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Genuit Group plc
Annual Report & Accounts 2024
184
17. Intangible assets
Brand
Customer
Development
Goodwill
Patents
names
relationships
Licences
costs
Total
£m
£m
£m
£m
£m
£m
£m
Cost
At 1 January 2023
467.4
40.0
66.5
114.3
0.8
4.3
693.3
Additions
0.4
1.3
1.7
Disposals
(
0.6
)
(
0.6
)
Transfer to assets
held-for-sale
(
1.3
)
-
(
1.3
)
At 31 December 2023
466.1
40.4
66.5
114.3
0.8
5.0
693.1
Additions
5.3
0.5
0.6
6.4
Transfer from assets
held-for-sale
4.5
4.5
At 31 December 2024
475.9
40.9
66.5
114.3
0.8
5.6
704.0
Amortisation and impairment losses
At 1 January 2023
12.0
18.8
24.3
22.3
0.4
0.4
78.2
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
1.1
96.3
Charge for the year
3.4
5.0
6.1
0.1
0.5
15.1
Impairment losses
12.4
12.4
At 31 December 2024
24.4
26.5
35.3
35.4
0.6
1.6
123.8
Net book value
At 31 December 2024
451.5
14.4
31.2
78.9
0.2
4.0
580.2
At 31 December 2023
454.1
17.3
36.2
85.0
0.3
3.9
596.8
Brand names and customer relationships which arise from business combinations are amortised
over their estimated useful lives of 5 to 20 years. There are two existing brands that have a
significant carrying value, Nuaire
(
£1.5m
)
and Adey
(
£21.2m
)
, with an estimated useful life of 10 and
11 years respectively. Customer relationships that have a significant carrying value are Adey’s
relationships with key customers
(
£68.5m
)
with an estimated useful life of between 11 and 20 years,
and Manthorpe’s
(
£5.3m
)
, with an estimated useful life of 15 years.
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
2024
2023
CGU
£m
£m
Building Services & International
33.6
29.1
Infrastructure & Landscape
45.9
43.6
Residential Systems
169.6
169.6
Climate & Ventilation
93.7
93.7
Nu-Heat
20.3
17.3
Adey
83.1
95.5
Others
5.3
5.3
451.5
454.1
During the year the acquisition of Sky Garden has been allocated to the Infrastructure &
Landscape CGU and the goodwill on Genuit UFH has been allocated to the Nu-Heat CGU.
Polypipe Italia SRL was declassified as held-for-sale during the year and has been reallocated
back to the Building Services & International CGU, and the 2023 comparative has been restated.
From 1 January 2023, reporting segments have been aligned with the Group’s Sustainable
Solutions for Growth strategy and reorganised into three segments – CMS, WMS and SBS. 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, and the Board approved management’s forecast of growth between 4.0% to 31.2% for
years 2 to 5
(
2023: 1.6% to 7.3%
)
. Terminal growth rates between 2.0% to 2.4%
(
2023: 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 13.8%
(
2023: 13.9%
)
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.
Strategic Report
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Genuit Group plc
Annual Report & Accounts 2024
185
17. Intangible assets continued
When assessing for impairment of goodwill, management has 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 47 to 53 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 and is satisfied that there is sufficient headroom against the carrying value of the all
CGUs, other than the Adey CGU, so no further sensitivity analysis has been performed.
Due to the ongoing softness in the boiler filter and chemicals market and a delay to recovery in
volumes, related to a suppressed RMI market, there has been a reduction in the value-in-use of
the Adey CGU, which resulted in an impairment charge of £12.4m being recognised in the first half
of the year to reflect that the discounted present value of future pre-tax cash flows did not
support the full carrying value of the asset.
At 31 December 2024 the estimated recoverable amount of the CGU exceeded its carrying value
by £4.6m. Detailed sensitivity analysis indicates that the following changes in each of these key
assumptions would result in a reduction in the recoverable amount and an additional impairment
charge being recognised:
– A reduction in the long-term growth rate to 1.9% from that used in the value-in-use calculations
of 2.4% would give rise to an impairment charge of £1.1m.
– The pre-tax discount rate increasing to 14.1% from that used in the value-in-use calculations
of 13.8%. would give rise to an impairment charge of £0.3m.
– Average revenue growth rates declining by 1.1 percentage points from that used in the
value-in-use calculations would give rise to an impairment charge of £16.3m.
– Gross margin efficiencies not being achieved by 2029 and margin declining by 1.9 percentage
points from that used in the value-in-use calculations would give rise to an impairment
charge of £12.5m.
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 2024.
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
2024
2023
£m
£m
Deferred and contingent consideration on Plura acquisition
8.2
8.2
Acquisition-related cash flows comprised:
2024
2023
£m
£m
Operating cash flows – settlement of acquisition costs
Sky Garden
0.3
Genuit UFH
0.1
Plura
6.5
Other
0.7
7.6
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Genuit Group plc
Annual Report & Accounts 2024
186
18. Acquisitions continued
2024
2023
£m
£m
Investing cash flows – Settlement of deferred
and contingent consideration
Keytec
0.6
Plura
1.6
1.0
1.6
1.6
2024
2023
£m
£m
Investing cash flows – acquisition of businesses
net of cash at acquisition
Sky Garden
2.2
Genuit UFH
3.0
5.2
Sky Garden
On 5 August 2024, the Group acquired 100% of the voting rights and shares of Sky Garden Limited
and Grey2Green Limited for a cash consideration of £2.6m, which included an amount for net
cash and working capital commitments on completion. Sky Garden is a leader in green roof
technologies, providing design, supply, installation and maintenance services for green and
bio-solar roofs, podium decks and green walls. The business will join WMS and extend the Group’s
blue-green roof offering. It complements Permavoid’s geo-cellular roofing solutions business ,and
creates synergies with Keytec’s water management installation business.
Details of the acquisition were as follows:
Fair value
£m
Property, plant and equipment
(
Including right-of-use assets
)
0.7
Inventories
0.9
Trade and other receivables
1.8
Cash and cash equivalents
0.4
Trade and other payables
(
2.0
)
Debt factoring
(
1.0
)
Lease Liabilities
(
0.5
)
Net identifiable assets
0.3
Goodwill on acquisition
2.3
Total cash consideration
2.6
No material intangible assets have been identified. The goodwill arising on the acquisition
primarily represented the assembled workforce, synergies of companies offering both supply and
install services, and market share in markets Genuit currently does not operate in. The goodwill is
allocated entirely to the Infrastructure & Landscape CGU, which is now the Water Management
Solutions segment.
Acquisition-related costs of £0.2m have been recognised in non-underlying items.
Post-acquisition Sky Garden contributed £3.3m revenue and £0.1m underlying operating loss,
which were included in the Group Income Statement. If Sky Garden had been acquired on
1 January 2024, the Group’s results for the 12 months ended 31 December 2024 would have shown
revenue of £562.7m and underlying operating profit of £92.5m.
Strategic Report
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Genuit Group plc
Annual Report & Accounts 2024
187
18. Acquisitions continued
Omnie & Timoleon
(
Genuit UFH
)
On 6 August 2024, the Group acquired the trade and assets from the group operating the Omnie
& Timoleon businesses for a cash consideration of £2.7m. As part of the acquisition, the Group
also acquired 100% of Timoleon Sp.zo.o. The assets and liabilities of Timoleon Sp.zo.o are included
as part of the table below. The trade and assets acquired met the definition of a business
under IFRS 3, and as such the acquisition has been accounted for as a business combination.
Omnie & Timoleon are leaders in underfloor heating
(
UFH
)
board technologies and providers of full
UFH system design and supply. The businesses operate and manufacture in Exeter, Devon and
Lomza, Poland. The brands will complement and enhance the Group’s UFH offering and will be
part of CMS. Omnie serves direct customers and the merchant channel whilst Timoleon supplies
OEM customers.
Details of the acquisition were as follows:
Fair value
£m
Property, plant and equipment
0.3
Inventories
0.2
Trade and other receivables
0.2
Trade and other payables
(
1.1
)
Net identifiable liabilities
(
0.4
)
Goodwill on acquisition
3.1
Total cash consideration
2.7
No material intangible assets have been identified. The goodwill arising on the acquisition
primarily represented the assembled workforce and technical expertise and synergies
of companies offering UFH solutions. The goodwill is allocated entirely to the Nu-Heat CGU.
Acquisition-related costs of £0.2m have been recognised in non-underlying items.
Post-acquisition Genuit UFH contributed £2.5m revenue and £0.6m underlying operating
loss which were included in the Group Income Statement.
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:
2024
2023
Fair value
Fair value
£m
£m
Property, plant and equipment
5.5
Right-of-use assets
0.3
Goodwill
4.5
Trade and other receivables
2.8
Inventories
4.0
Assets held-for-sale
17.1
Trade and other payables
2.6
Finance lease liabilities
0.2
Liabilities held-for-sale
2.8
At December 2023, the total carrying value of assets held-for-sale was £17.1m which comprised:
– £3.3m in relation to freehold land and buildings, one within the CMS segment and one within
the WMS segment. During 2024 both the freehold land and buildings have been disposed
of for an amount of £4.8m generating a profit on disposal of £1.5m.
– £13.8m in relation to the assets of the Group’s business in Italy, which included Property,
plant and equipment, right-of-use assets, goodwill, trade and other receivables, inventories,
trade and other payables and finance lease liabilities.
Although the Group has continued to seek a buyer for the Italian business, it has not yet been sold,
and having considered the criteria in IFRS 5, the Group has determined that these assets no
longer qualify as held-for-sale because the Group has decided to no longer proactively market
the company for sale and the Group will seek to improve the Polypipe Italia SRL business through
deployment of the Genuit Business System. As a result of the assets ceasing to be classified as
held-for-sale, the assets have been reclassified to the appropriate line items in the Statement of
Financial Position in the year. As is required under IFRS 5 when non-current assets cease to be
classified as held-for-sale, comparative information has not been restated.
Strategic Report
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Notes to the Group Financial Statements continued
Genuit Group plc
Annual Report & Accounts 2024
188
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 2024 are set out in Note 4 to the Parent Company
financial statements.
21. Inventories
31 December
31 December
2024
2023
£m
£m
Raw materials
20.3
22.5
Work in progress
8.7
7.9
Finished goods
44.5
38.8
73.5
69.2
All inventories are carried at cost less a provision to take account of slow-moving and obsolete
items. The provision at 31 December 2024 was £10.5m
(
2023: £13.9m
)
.
22. Trade and other receivables
31 December
31 December
2024
2023
£m
£m
Trade receivables
68.6
66.2
Prepayments
13.0
6.8
Other receivables
0.2
0.9
81.8
73.9
Trade receivables are non-interest bearing and are generally settled on 30 days’ credit.
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 2024
31 December 2023
Allowance for
Allowance
expected
for expected
Gross
credit losses
Net
Gross
credit losses
Net
£m
£m
£m
£m
£m
£m
Not past due
26.9
(
0.2
)
26.7
25.8
25.8
Past due 1 to 30 days
38.1
(
0.1
)
38.0
34.5
34.5
Past due 31 to 90 days
3.6
(
0.1
)
3.5
5.1
(
0.1
)
5.0
Past due more than 90 days
0.8
(
0.4
)
0.4
1.5
(
0.6
)
0.9
69.4
(
0.8
)
68.6
66.9
(
0.7
)
66.2
The movements in the allowance for expected credit losses of trade receivables comprised:
£m
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
Charged to the income statement during the year
0.7
Utilised during the year
(
0.6
)
At 31 December 2024
0.8
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Genuit Group plc
Annual Report & Accounts 2024
189
23. Cash and cash equivalents
Cash and cash equivalents comprised:
31 December
31 December
2024
2023
£m
£m
Cash at bank and in hand
43.6
17.0
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 2024
31 December 2023
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.
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
(
2023: no shares
)
to the EBT at the nominal
value of £0.001.
At 31 December 2024 the Group held 375
(
2023: 375
)
of its own shares at an average cost of £4.20
(
2023: £4.20
)
per share. The market value of these shares at 31 December 2024 was less than £0.1m
(
2023: less than £0.1m
)
. The nominal value of each share is £0.001.
The EBT held 608,370 shares at 31 December 2024
(
2023: 921,482
)
at an average cost of 0.1p
(
2023: 0.1p
)
per share. The market value of these shares at 31 December 2024 was £2.4m
(
2023: £3.7m
)
. 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 2024, the Group had bank debt of £121.5m
(
2023: £120.0m
)
, an undrawn committed
revolving credit facility of £228.6m
(
2023: £230.0m
)
, cash of £43.6m
(
2023: £17.0m
)
, an uncommitted
accordion facility of £50.0m
(
2023: £50.0m
)
, private placement loan notes of £25.0m
(
2023: £25.0m
)
with a maturity date of August 2029 and lease liabilities of £27.6m
(
2023: £23.5m
)
. 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 2024 and
31 December 2023.
Strategic Report
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Notes to the Group Financial Statements continued
Genuit Group plc
Annual Report & Accounts 2024
190
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
2023
Granted
Dividend
Exercised
forfeited
2024
first
Expiry
£
Number
Number
Accrual
Number
Number
Number
exercisable
date
2014 Sharesave
(
granted 2020
)
3.45
286,611
(
218,536
)
1
(
68,075
)
01 December 2023
30 April 2024
2014 Sharesave
(
granted 2021
)
5.78
160,392
(
79,891
)
80,501
01 December 2024
31 May 2025
2014 Sharesave
(
granted 2022
)
2.21
3,501,675
(
16,761
)
2
(
318,817
)
3,166,097
01 December 2025
31 May 2026
2014 Sharesave
(
granted 2023
)
2.60
1,044,829
(
153
)
3
(
166,490
)
878,186
01 December 2026
31 May 2027
2014 Sharesave
(
granted 2024
)
3.90
665,266
(
14,464
)
650,802
01 December 2027
31 May 2028
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 30 April 2019
)
Nil
27,117
27,117
30 April 2022
30 April 2029
2014 LTIP
(
granted 20 May 2021
)
Nil
418,193
(
35,186
)
4
(
373,626
)
9,381
20 May 2024
20 May 2031
2014 LTIP
(
granted 22 April 2022
)
Nil
573,907
(
11,573
)
562,334
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
1,023,051
(
19,751
)
1,003,300
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
2014 LTIP
(
granted 08 April 2024
)
Nil
891,257
(
31,684
)
859,573
08 April 2027
08 April 2034
Deferred share awards
(
granted 22 March 2022
)
Nil
133,846
(
29,935
)
5
(
103,911
)
22 March 2024
22 March 2032
Deferred share awards
(
granted 01 December 2023
)
Nil
36,734
36,734
01 December 2025
31 May 2026
Deferred share awards
(
granted 01 December 2023
)
Nil
284,850
(
37,473
)
247,377
01 December 2025
31 May 2026
Deferred share awards
(
granted 01 November 2024
)
Nil
26,886
26,886
01 November 2026
30 April 2027
DSBP
(
granted 22 April 2022
)
Nil
84,952
1,153
(
42,476
)
6
43,629
22 April 2024
22 April 2032
DSBP
(
granted 21 April 2023
)
Nil
26,007
706
26,713
21 April 2025
21 April 2033
DSBP
(
granted 08 April 2024
)
Nil
50,381
1,370
51,751
08 April 2026
08 April 2034
7,749,884
1,633,790
3,229
(
343,047
)
(
1,240,928
)
7,802,928
1.
The weighted average share price at the date of exercise of these options was £4.27.
2.
The weighted average share price at the date of exercise of these options was £4.38.
3.
The weighted average share price at the date of exercise of these options was £4.26.
4.
The weighted average share price at the date of exercise of these options was £4.63.
5.
The weighted average share price at the date of exercise of these options was £4.61.
6.
The weighted average share price at the date of exercise of these options was £4.81.
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2024
191
25. Share-based payments continued
At 31 December 2024, 215,778
(
2023: 449,475
)
share options were exercisable at a weighted
average exercise price of £2.16
(
2023: £2.20
)
per share.
Sharesave Plan
Sharesave Plan options were granted to eligible employees on 15 October 2024 at an exercise
price of £3.90 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 2027 to 2028.
Long-Term Incentive Plan
(
LTIP
)
LTIP options were awarded to a number of senior managers on 8 April 2024. These options
have an exercise date of 2027 to 2034. The vesting of each award is subject to the satisfaction
of certain performance criteria, of which 25% is based on cash conversion
(
the cash conversion
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 8 April 2024, the Executive Directors received an award of shares under the DSBP relating
to the 2023 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.
Deferred Share Award
(
DSA
)
On 1 December 2023 and 1 November 2024, several colleagues received deferred share awards
in relation to contributions to key strategic projects across the Group. The vesting of each
award is based upon continuous employment with the Group for the two-year vesting period.
These options have an exercise date of 2025 to 2027.
The assumptions used for each share-based payment were as follows:
2014 LTIP
Deferred Share
2014
options
options
Sharesave
granted
granted
options
08 April
01 November
granted
2024
2024
2024
Share price at the date of grant
4.36
4.70
4.82
Exercise price
Nil
Nil
3.90
Shares under option
891,257
26,886
665,266
Vesting period
(
years
)
3.00
2.00
3.25
Expected volatility
34.3%
30.0%
16.5%
Median volatility of the comparator group
30.7%
n/a
n/a
Expected life
(
years
)
3.00
2.00
3.25
Risk free rate
4.1%
4.2%
4.0%
Dividend yield
2.8%
3.0%
2.6%
TSR performance of the Company at the date of grant
16.1%
n/a
n/a
Median TSR performance of the comparator group
at the date of grant
5.7%
n/a
n/a
Correlation
(
median
)
39.2%
n/a
n/a
Fair value per option
4.57
4.43
1.20
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Notes to the Group Financial Statements continued
Genuit Group plc
Annual Report & Accounts 2024
192
25. Share-based payments continued
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
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.
2024
2023
£m
£m
Share-based payments charge for the year
2.9
2.1
26. Trade and other payables
31 December
31 December
2024
2023
£m
£m
Trade payables
88.5
73.9
Other taxes and social security costs
15.6
13.6
Accruals
24.1
27.3
128.2
114.8
Trade payables are non-interest bearing and generally settled on 30-to-60 day terms.
27. Financial liabilities
31 December
31 December
2024
2023
£m
£m
Non-current loans and borrowings:
Bank loan
– principal
121.5
120.0
– unamortised debt issue costs
(
1.3
)
(
2.1
)
Private placement loan notes
25.0
25.0
Total non-current loans and borrowings
145.2
142.9
Cash at bank and in hand
(
43.6
)
(
17.0
)
Net debt excluding lease liabilities
101.6
125.9
31 December
31 December
2024
2023
£m
£m
Other financial liabilities:
Trade and other payables
128.2
114.8
Lease liabilities
27.6
23.4
Deferred and contingent consideration
8.2
155.8
146.4
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2024
193
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 2024 was 1.63%
(
2023: 1.65%
)
. Pro-forma EBITDA for the year
was £112.7m
(
2023: £114.9m
)
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.
2024
2023
£m
£m
Pro-forma EBITDA
(
12 months preceding the balance sheet
)
Underlying operating profit
92.2
94.1
Depreciation of property, plant and equipment
19.2
19.1
Amortisation of intangible assets arising on business combinations
0.7
0.8
Un-wind of discount on lease liabilities
(
1.6
)
(
1.2
)
Share-based payments charge
2.9
2.1
113.4
114.9
EBITDA from acquisitions
(
0.7
)
112.7
114.9
At 31 December 2024, the Group had available, subject to covenant headroom, £228.6m
(
2023: £230.0m
)
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. Both covenants are tested at the end of each quarter and at 31 December
2024, the Group was not in breach of any bank covenants. The covenant position was as follows:
Position at
Covenant
31 December
Covenant
Requirement
2024
Interest cover
(
underlying operating profit: finance costs excluding
debt issue cost amortisation
)
>4.0:1
8.3:1
Leverage
(
net debt excluding lease liabilities: pro-forma EBITDA
)
<3.0:1
0.9:1
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
2024
2023
£m
£m
At 1 January
142.9
193.1
Borrowings repaid
(
68.0
)
(
100.9
)
Borrowings drawn down
69.4
50.0
Debt issue costs
0.9
0.7
At 31 December
145.2
142.9
28. Related party transactions
Compensation of key management personnel
(
including Directors
)
:
2024
2023
£m
£m
Short-term employee benefits
4.4
4.4
Share-based payments
0.6
1.0
5.0
5.4
Key management personnel comprise the Executive Directors, Non-Executive Directors and other
key managers in the Group.
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Notes to the Group Financial Statements continued
Genuit Group plc
Annual Report & Accounts 2024
194
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
majority of the Group’s borrowings, which remain unhedged. 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
2024
Increase of 100 basis points
(
0.9
)
Decrease of 100 basis points
0.9
2023
Increase of 100 basis points
(
0.8
)
Decrease of 100 basis points
0.8
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
2024
10% strengthening of Pounds Sterling: against Euro
(
1.4
)
10% weakening of Pounds Sterling: against Euro
1.6
2023
10% strengthening of Pounds Sterling: against Euro
(
1.2
)
10% weakening of Pounds Sterling: against Euro
1.4
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Genuit Group plc
Annual Report & Accounts 2024
195
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 2024, 48.1%
(
2023: 44.3%
)
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 £43.6m and its
undrawn committed revolving credit facility £228.6m at 31 December 2024, 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 2024 and 31 December 2023
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 2024
£m
£m
£m
£m
£m
Bank loan – principal
2.4
7.2
147.0
156.6
Private placement loan notes
1.1
28.3
29.4
Other financial liabilities:
Trade and other payables
128.2
128.2
Forward foreign currency
derivatives
0.2
0.2
Lease liabilities
2.0
6.4
22.7
3.2
34.3
132.8
14.7
198.0
3.2
348.7
The interest payments on the Sustainability-Linked Loan would be £9.6m per year if the interest rate
plus margin remained at 6.4% 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 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
Strategic Report
Governance
Remuneration
Financial Statements
Shareholder Information
Notes to the Group Financial Statements continued
Genuit Group plc
Annual Report & Accounts 2024
196
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
)
0.2
0.2
Interest-bearing loans and borrowings due after more than one year
(
designated as financial liabilities measured at amortised cost
)
145.2
145.2
Lease liabilities
(
designated as financial liabilities
measured at amortised cost
)
27.6
27.6
Total at 31 December 2024
173.0
173.0
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
The fair values were determined as follows by reference to:
– Forward foreign currency derivatives: quoted exchange rates.
– 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 2024 and 2023.
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; and
– 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.
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.
Directors’ Responsibilities Statement
In relation to the Parent Company financial statements
197
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
At 31 December 2024
Notes
31 December
2024
£m
31 December
2023
£m
Non-current assets
Investments
4
250.3
248.1
Amounts owed by subsidiary undertakings and other receivables
5
191.0
190.5
Current assets
Amounts owed by subsidiary undertakings and other receivables
5
0.1
1.2
Total assets
441.4
439.8
Current liabilities
Amounts owed to subsidiary undertakings and other payables
6
(
156.1
)
(
122.9
)
Net assets
285.3
316.9
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
73.9
105.5
Total equity
285.3
316.9
Included in retained earnings is a loss for the year of £4.8m
(
2023: £6.1m 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
11 March 2025
11 March 2025
Company Registration No. 06059130
Company Balance Sheet
198
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
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 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
Loss for the year
(
4.8
)
(
4.8
)
Total comprehensive income for the year
(
4.8
)
(
4.8
)
Dividends paid
(
30.8
)
(
30.8
)
Share-based payments charge
2.9
2.9
Share-based payments settled
0.8
0.8
Share-based payments excess tax benefit
0.3
0.3
At 31 December 2024
0.2
93.6
1.1
116.5
73.9
285.3
Company Statement of Changes in Equity
For the year ended 31 December 2024
199
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
For the year ended 31 December 2024
Company Cash Flow Statement
31 December
2024
£m
31 December
2023
£m
Operating activities
Operating loss
(
4.8
)
(
6.1
)
Non-cash items: Share-based payments
0.7
0.9
Operating cash flows before movement in working capital
(
4.1
)
(
5.2
)
Movement in working capital:
Receivables
0.8
(
1.1
)
Payables
(
0.2
)
0.1
Inter-group balances
33.5
36.4
Net cash flows from operating activities
30.0
30.2
Financing activities
Dividends paid
(
30.8
)
(
30.5
)
Proceeds from exercise of share options
0.8
0.3
Net cash flows from financing activities
(
30.0
)
(
30.2
)
Net change in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
200
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Shareholder Information
Governance
Strategic Report
Financial Statements
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 173 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 182 of the Group financial statements for reference to the Dividend
per share.
4. Investments
Shares in
subsidiary
undertakings
£m
Cost
At 1 January 2023
246.9
Additions – share-based payments
1.2
At 31 December 2023
248.1
Additions – share-based payments
2.2
At 31 December 2024
250.3
Net book value
At 31 December 2024
250.3
At 31 December 2023
248.1
At 1 January 2023
246.9
In 2024, an adjustment in respect of share-based payments of £2.2m
(
2023: £1.2m
)
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 £11.1m
(
2023: £8.9m
)
.
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 2024 were authorised for issue by the
Board of Directors on 11 March 2025 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 material accounting policies
The basis of preparation and accounting policies used in preparing the historical financial
information for the year ended 31 December 2024 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 2024.
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 169 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 175 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 175 in note 2.23.
Notes to the Company Financial Statements
For the year ended 31 December 2024
201
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Notes to the Company Financial Statements continued
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
Manthorpe Building Products
Holdings Limited
1
England & Wales
Ordinary £1
100%*
Manthorpe Building Products Limited
1
England & Wales
Ordinary £1
100%*
New Urban Standard 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%*
Nu-Oval Acquisitions 1 Limited
15
England & Wales
Ordinary £1
100%*
Nu-Oval Acquisitions 2 Limited
15
England & Wales
Ordinary £1
100%*
Nu-Oval Acquisitions 3 Limited
15
England & Wales
Ordinary £1
100%*
Oracstar Limited
15
England & Wales
Ordinary £1
100%*
Permavoid 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%
Plura Composites Ltd
1 †
England & Wales
Ordinary £1
100%*
Pocket Bed Limited
1
England & Wales
Ordinary £1
100%*
Polydeck Limited
1 †
England & Wales
Ordinary £1
100%*
Polypipe Limited
1
England & Wales
Ordinary £0.1
100%*
Polypipe Building Products Limited
1
England & Wales
Ordinary £1
100%*
Polypipe Civils Limited
1
England & Wales
Ordinary £1
100%*
Polypipe Group 1 Limited
15
England & Wales
Ordinary £0.01
100%*
Polypipe
(
Ireland
)
Ltd
16
Northern Ireland
Ordinary £1
100%*
Polypipe Italia SRL
11
Italy
Ordinary
€0.52
100%*
4. Investments continued
The companies in which the Company had an interest at 31 December 2024 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%*
Genuit Limited
15
England & Wales
Ordinary £1
100%*
Genuit UFH Limited
1 †
England & Wales
Ordinary £1
100%*
Grey2Green Ltd
1 †
England & Wales
Ordinary £1
100%*
Hamsard 3774 Limited
1 †
England & Wales
Ordinary £1
100%*
Infra Green Limited
1
England & Wales
Ordinary £1
100%*
Keytec Geomembranes Limited
1 †
England & Wales
Ordinary £1
100%*
Keytec Installation Services Limited
1
England & Wales
Ordinary £1
100%*
Living Roof Supplies 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 Green Roof Company
Limited
1
England & Wales
Ordinary £1
100%*
London Topco Limited
2 †
England & Wales
Ordinary £0.01
– £1
100%*
202
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Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Registered offices of subsidiaries:
1.
4 Victoria Place, Holbeck, Leeds, LS11 5AE.
2.
Unit 2 Indurent Park Gloucester, Haresfield, Stonehouse, England, 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.
Localita Pianmercato 5C-D-H, 16044 Cicagna, Genova, Italy.
12. PO Box 18679, Showroom A2 SR 07, First Al Khail Street, Jebel Ali Free Zone, Dubai, United Arab Emirates.
13. Arenco Tower – Office 908, Dubai Media City, Dubai, United Arab Emirates.
14. Level 15, Commercial Bank Plaza, West Bay, Doha, Qatar.
15. C/O Teneo Financial Advisory Limited The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT
(
companies dissolved post year end on 2 February 2025
)
.
16. C/O Teneo Financial Advisory Limited C/O A&L Goodbody Northern Ireland Llp, 42-46 Fountain Street, Belfast, BT1 5EB
(
companies dissolved post year end on 26 February 2025
)
.
17. Łomży 18-400, przy ul. Poznańska 149, Poland.
*
The shares in the undertakings marked with an asterisk are held by subsidiary undertakings.
These companies are exempt from the requirements of the Companies Act 2006 relating to the audit of their individual accounts
by virtue of the subsidiary exemption from audit by parent guarantee, under Section 479A of the Companies Act 2006.
Name of company
Country of incorporation
Holding
Proportion of voting
rights and shares held
Polypipe Middle East FZE
12
United Arab Emirates
Ordinary 1m
UAE Dirhams
100%*
Polypipe Middle East Water
Technology LLC
13
United Arab Emirates
Ordinary 1,000
UAE Dirhams
100%*
Polypipe Terrain Holdings Limited
15
England & Wales
Ordinary £1
100%*
Polypipe Terrain Limited
15
England & Wales
Ordinary £1
100%*
Polypipe Trading Limited
15
England & Wales
Ordinary £1
100%*
Polypipe
(
Ulster
)
Limited
8
Northern Ireland
Ordinary £1
100%*
Polypipe Ventilation Limited
15
England & Wales
Ordinary £1
100%*
Robimatic Limited
1 †
England & Wales
Ordinary £1
100%*
Sky Garden Limited
1 †
England & Wales
Ordinary £0.1
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%*
Timoleon Sp z.o.o
17
Poland
Ordinary
PLN50
100%*
Water Management Solutions LLC
14
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.
4. Investments continued
203
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Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Notes to the Company Financial Statements continued
7. Share capital and reserves
Please refer to note 24 of on page 189 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 £4.8m
(
2023: £6.1m 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.
5. Amounts owed by subsidiary undertakings and other receivables
31 December
2024
£m
31 December
2023
£m
Amounts falling due within one year:
Deferred income tax assets
Prepayments
0.1
1.2
0.1
1.2
Amounts falling due after one year:
Deferred income tax assets
1.1
0.6
Amounts owed by subsidiary undertakings
189.9
189.9
191.0
190.5
No material allowance for expected credit losses is deemed necessary in respect of amounts
owed by subsidiary undertakings.
6. Amounts owed to subsidiary undertakings and other payables
31 December
2024
£m
31 December
2023
£m
Amounts owed to subsidiary undertakings
155.1
121.5
Other payables
1.0
1.4
156.1
122.9
204
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Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
9. Related party transactions
The following table provides the analysis of transactions that have been entered into with
related parties:
31 December 2024
31 December 2023
Recharges
from related
parties
£m
Amounts
owed to
related
parties
£m
Recharges
to
related
parties
£m
Amounts
owed to
related
parties
£m
Polypipe Limited
33.6
(
155.1
)
36.5
(
121.5
)
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.
205
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Annual Report & Accounts 2024
Remuneration
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Governance
Strategic Report
Financial Statements
Leverage
3
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Net debt
Loans and borrowings
146.5
145.0
195.9
198.0
60.0
Unamortised deal costs
(
1.3
)
(
2.1
)
(
2.8
)
(
0.6
)
(
1.1
)
IFRS 16
27.6
23.4
23.1
20.6
12.9
Cash
(
43.6
)
(
17.0
)
(
50.0
)
(
52.3
)
(
44.1
)
Reported net debt
129.2
149.3
166.2
165.7
27.7
Underlying net debt
(
excluding effect of IFRS 16
)
101.6
125.9
143.1
145.1
14.8
Pro-forma EBITDA
4
Underlying operating profit:
92.2
94.1
98.2
95.3
42.2
Adjusted for:
Depreciation of owned assets
(
underlying
)
19.2
19.5
19.4
18.3
16.4
• Amortisation
(
underlying
)
0.7
0.8
0.2
0.1
Un-wind of discount on IFRS 16
(
1.6
)
(
1.2
)
(
0.8
)
(
0.7
)
(
0.5
)
Share based payments charge
2.9
2.1
2.9
2.5
1.6
113.4
115.3
119.9
115.5
59.7
EBITDA from acquisitions
(
full 12 months
)
(
0.7
)
0.2
2.3
Pro-forma EBITDA
112.7
115.3
120.1
117.8
59.7
Leverage
0.9
1.1
1.2
1.2
0.2
Key Performance Indicators
5
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Return on Capital Employed
(
ROCE
)
Underlying operating profit
92.2
94.1
98.2
95.3
42.2
Adjusted-for-acquisitions
(
full 12 months
)
(
0.7
)
0.2
2.3
Underlying operating profit
91.5
94.1
98.4
97.6
42.2
Net assets
643.0
636.6
627.1
617.7
500.9
Add back:
Underlying net debt
101.6
125.9
143.2
145.1
14.8
• Net tax
45.8
44.7
47.9
47.4
10.2
Net assets held-for-sale
(
14.3
)
(
8.1
)
790.4
792.9
810.1
810.2
525.9
Return on Capital Employed
(
ROCE
)
11.6%
11.9%
12.1%
12.0%
8.0%
Underlying performance
1
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Revenue
561.3
586.5
622.2
594.3
398.6
Operating profit
Reported
59.2
62.0
53.4
67.1
30.4
Underlying
92.2
94.1
98.2
95.3
42.2
Operating margin
Reported
10.5%
10.6%
8.6%
11.3%
7.6%
Underlying
16.4%
16.0%
15.8%
16.0%
10.6%
Profit after tax
Reported
33.5
38.5
36.6
41.0
18.5
Underlying
61.1
62.6
76.5
75.1
29.4
Non underlying items
Reported
(
33.0
)
(
32.1
)
(
45.5
)
(
28.2
)
(
11.9
)
Tax
5.4
8.0
5.2
(
5.9
)
1.0
Non-underlying profit after tax
(
27.6
)
(
24.1
)
(
40.3
)
(
34.1
)
(
10.9
)
Basic EPS
(
pence
)
Reported
13.5
15.5
14.7
16.7
8.5
Underlying
24.6
25.2
30.8
30.6
13.5
Diluted EPS
(
pence
)
Reported
13.3
15.4
14.6
16.5
8.4
Underlying
24.3
25.1
30.5
30.2
13.3
Cash flow from operations
2
Reported cash generated from operations
115.5
109.7
93.9
84.4
61.5
Adjusted for:
Non-underlying cash items
12.7
14.2
9.6
6.9
2.3
Capital expenditure net of underlying disposal
proceeds
(
26.0
)
(
33.8
)
(
40.9
)
(
34.1
)
(
24.5
)
• Lease payments
(
10.6
)
(
7.6
)
(
6.2
)
(
5.1
)
(
4.0
)
Underlying cash generated from operations
91.6
82.5
56.4
52.1
35.3
Underlying operating cash conversion
(
%
)
99.3%
87.7%
57.4%
54.6%
83.6%
(
Unaudited
)
Alternative Performance Measures
1. Underlying performance
Underlying profit and earnings measures exclude certain non-underlying items
(
which are detailed in Note 8
)
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 operating 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.
Five-Year Summary
206
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Remuneration
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Governance
Strategic Report
Financial Statements
Shareholder
Information
Financial calendar
Preliminary Announcement of Results for
the year ended 31 December 2024
11 March 2025
Annual General Meeting
19 May 2025
Final dividend for the year ended 31 December 2024:
Ex-dividend date
1 May 2025
Record date
2 May 2025
Payment date
4 June 2025
Half yearly results for the six months
ending 30 June 2025
12 August 2025
Half yearly dividend for the six months ending 30 June 2025:
Ex-dividend date
28 August 2025
Record date
29 August 2025
Payment date
1 October 2025
207
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Shareholder Information continued
Registrar services
Our shareholder register is managed and administered by
MUFG Corporate Markets.
MUFG Corporate Markets should be able to help you with
most questions you have in relation to your holding in
Genuit Group plc shares.
MUFG Corporate Markets can be contacted at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.mpms.mufg.com
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: shareholderenquiries@cm.mpms.mufg.com
In addition, MUFG Corporate Markets 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 MUFG Corporate Markets.
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
sharedeal.cm.mpms.mufg.com
for
online dealing, call
+44
(
0
)
371 664 0445
for telephone
dealing, or email
info.uk@cm.mpms.mufg.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 MUFG
Corporate Markets 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 MUFG
Corporate Markets as detailed above. Details of the historic
dividend payments made by the Company are set out
below for information.
2024
2023
2022
2021
2020
Interim
4.1p
4.1p
4.1p
4.0p
No
dividend
(
Covid
)
Final
8.4p
8.3p
8.2p
8.2p
4.8p
Total
12.5p
12.4p
12.3p
12.2p
4.8p
208
Genuit Group plc
Annual Report & Accounts 2024
Remuneration
Shareholder Information
Governance
Strategic Report
Financial Statements
Principal Group businesses
UK
Polypipe Building Products
Broomhouse Lane
Edlington
Doncaster
South Yorkshire
DN12 1ES
Neale Road
Doncaster
South Yorkshire
DN2 4PG
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
Keytec Installation Services
Royle House
Cowm Top Business Park
Rochdale
OL11 2PU
Unit 6
Plover Close
Interchange Park
Newport Pagnell
Milton Keynes
MK16 9PS
Nu-Heat
Heathpark House
Devonshire Road
Heathpark Industrial Estate
Honiton
Devon
EX14 1SD
Adey Innovation
Unit 2
Indurent Park
Haresfield
Stonehouse
Gloucestershire
GL10 3EZ
Polydeck
Unit 14
Burnett Industrial Estate
Cox’s Green
Wrington
Bristol
BS40 5QP
Mason Pinder
Coulman St
Thorne
Doncaster
DN8 5JS
Sky Garden
Unit 3 Miller Court
Severn Drive
Tewkesbury
GL20 8DN
Omnie
The Otter Building
Exeter Business Park
Grenadier Road
Exeter
EX1 3LH
Mainland Europe
Timoleon
Łomży 18-400
przy ul.
Poznańska
149
Poland
Łomży
18-400 przy ul.
Szkolna 2A/1
Poland
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
Contact details and advisers
Company registration number
and registered office
06059130
4 Victoria Place
Holbeck
Leeds
LS11 5AE
Independent auditor
Ernst & Young LLP
12 Wellington Place
Leeds
LS1 4AP
Principal bankers
Lloyds
Sheffield
NatWest
Leeds
Santander
Leeds
Citibank
London
Danske Bank
Belfast
Bank of Ireland
Manchester
Registrar and transfer office
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
Corporate brokers
Deutsche Numis
J.P. Morgan Cazenove
Consultancy, design and production
www.luminous.co.uk
This report is printed on Revive 100 made from 100% FSC® Recycled certified fibre sourced from
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Revive 100 is a Carbon balanced paper which means that the carbon emissions associated with its
manufacture have been measured and offset using the WorldLand Trust’s Carbon Balanced scheme.
This report has been printed responsibly in the UK by Pureprint, a CarbonNeutral® company and
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It has been digitally printed without the use of film separations, plates and associated processing
chemicals, and 99% of all the dry waste associated with this production has been recycled.
Genuit Group plc
4 Victoria Place, Holbeck, Leeds, LS11 5AE
+44
(
0
)
1138 315315
www.genuitgroup.com