Principal Risks and Uncertainties Halma's principal risks and uncertainties are detailed below and are supported by the robust risk management and internal control systems and procedures noted in the Annual Report and Accounts 2018. 1. Cyber Risk Owner: Inken Braunschmidt Gross risk level: High Change: Increased Risk appetite: Averse Growth enablers · Finance & Risk · Digital Growth Engines Risk and impact · Loss of digital intellectual property/data or ability to operate systems due to internal failure or external attack. There is resulting loss of information or ability to continue operations, and therefore financial and reputational damage. The increase in this risk reflects the growing threat from cyber crime around the world. How do we manage the risk? · Clear ownership of cyber risk, with Board level expertise. IT function reports into Chief Innovation & Digital Officer. · Group IT Strategy and policies in place, which require use of VPN and email filtering. Minimum required IT controls defined and strengthened during the year. All companies certify compliance every 6 months. Any gaps are tracked until addressed. · Monthly cyber threat reporting in place across the Group. · Regular online IT awareness training provided for all employees using computers. · Disaster recovery and back-up plans in place, required to be tested regularly. · Regular reviews by Group IT and Internal Audit. 2. Organic Growth Risk Owner: Andrew Williams Gross risk level: High Change: New risk Risk appetite: Open Growth enablers · International Expansion · Talent & Culture · Digital Growth Engines · Innovation Network · Strategic Communications Risk and impact · Failing to deliver desired organic growth, resulting in missed expected strategic growth targets and erosion of shareholder value. How do we manage the risk? · Clear Group strategy to achieve our organic growth targets, supported by detailed operating company strategies. · Sector management ensure that the Group strategy is fulfilled through ongoing review and chairing of operating companies. They are critical in achieving the right balance between autonomy and adherence to the overall objectives of the Group. · Regional hubs, for example in China and India, support local growth strategic initiatives for all operating companies. · Culture of innovation and development of new opportunities. · Regular monitoring of financial performance, at all levels, including at the Board. · Clarity of strategy and agile business model that allows us to take advantage of new growth opportunities as they arise. 3. Making and Integrating Acquisitions Risk Owner: Andrew Williams Gross risk level: High Change: No change Risk appetite: Open Growth enablers · Talent & Culture · M&A · Finance & Risk Risk and impact · Missing our strategic growth target for acquisitions due to insufficient acquisitions being identified or poor due diligence or poor integration, resulting in erosion of shareholder value. How do we manage the risk? · Acquisition of companies in our existing or adjacent markets. · Dedicated M&A Directors with Group Chief Executive, Finance Director and plc Board oversight and approval of all acquisitions. · Regular reporting of the acquisition pipeline to the Executive and plc Board. · Careful due diligence by experienced staff who bring in specialist expertise as required. · Valuation model used for all acquisitions to ensure price paid is appropriate. · Integration checklist covering control and compliance areas used to ensure consistent high quality and efficient integration into Halma. · Clarity of strategy and agile business model that allows us to take advantage of new growth opportunities as they arise. 4. Talent & Diversity Risk Owner: Jennifer Ward Gross risk level: Medium Change: No change Risk appetite: Open Growth enablers · Talent & Culture · Digital Growth Engines · Innovation Network · Strategic Communications Risk and impact · Not having the right talent and diversity at all levels of the organisation to deliver our strategy, resulting in reduced financial performance. How do we manage the risk? · Comprehensive recruitment processes to recruit the best and brightest talent. · Development of talent and diversity across our operating companies, including through development programmes, to give us a competitive advantage and ensure that we have motivated leaders to deliver our strategy. · Succession planning to identify and develop future leaders. · Graduate development programme. · Ongoing focus to increase diversity of our employees at all levels worldwide. 5. Innovation Risk Owner: Inken Braunschmidt Gross risk level: High Change: Increased Risk appetite: Seeking Growth enablers · Talent & Culture · Digital Growth Engines · Innovation Network · Strategic Communications Risk and impact · Failing to innovate to create new high-quality products to meet customer needs, or failure to adequately protect intellectual property, resulting in a loss of market share and poor financial performance. The increasing speed of innovation and potential for disruption has increased this risk. How do we manage the risk? · Product development is devolved to the operating companies who are closest to the customer, with support and guidance provided by sector management. · New Chief Innovation & Digital Officer role added during the year to promote and accelerate innovation by our companies including building relationships with new start-ups. · Active collaboration of ideas and best practices between operating companies. · Head Office approval of all large R&D projects to ensure alignment with strategy. · Halma Innovation Awards reward and encourage innovation. · Operating companies are encouraged to develop and protect intellectual property. 6. Competition Risk Owner: Andrew Williams Gross risk level: Medium Change: Increased Risk appetite: Open Growth enablers · International Expansion · Talent & Culture · Digital Growth · Innovation Network Risk and impact · Failing to adapt to market and technological changes, either through organic or M&A activity, resulting in reduced financial performance. Just as our innovation risk has increased, the threat of disruption from competitors has increased. How do we manage the risk? · Focus on niche markets with high barriers to entry and seek to achieve strong market positions. · In line with our decentralised business model where we place our operational resources close to our customers, we empower operating companies to monitor and respond to changing market needs. · Regular company and sector board meetings which review markets, competition and product innovation. · Ongoing discussions with customers and monitoring of market and technological changes to identify new opportunities. 7. Economic and Geopolitical Uncertainty Risk Owner: Andrew Williams Gross risk level: High Change: Increased Risk appetite: Cautious Growth enablers · International Expansion · Finance & Risk · Talent & Culture Risk and impact · Risk of decline in financial performance due to recession or geopolitical changes and its potential impact on the carrying value of goodwill. How do we manage the risk? · Diverse portfolio of companies across the four sectors, in multiple countries and in relatively non-cyclical specialised global niche markets helps to minimise the impact of any single event operating in one of our markets. · Regular monitoring and assessment of potential risks and opportunities relating to geopolitical or economic uncertainties such as Brexit or healthcare reform in the USA. A Brexit Committee is in place to monitor developments and support operating companies. · Identification of any wider trends by the Halma Executive Board that require action. · Local operating companies have the autonomy to rapidly adjust to changing circumstances. · Annual assessment of the carrying value of goodwill. 8. Natural Disasters Risk Owner: Andrew Williams Gross risk level: Medium Change: No change Risk appetite: Cautious Growth enablers · Finance & Risk · Talent & Culture Risk and impact · Being unable to respond to large scale events or natural catastrophes such as hurricanes, floods or fire, resulting in inability of one or more parts of our business to operate, therefore causing financial loss and reputational damage. How do we manage the risk? · All parts of the Group are required to have business continuity plans in place which are tailored to manage the specific risks they are most likely to face and these are required to be tested periodically. · The geographic diversity of operating companies limits the impact of any single event and Halma has manufacturing capability in multiple locations which provides flexibility. · Business interruption insurance is in place to limit any financial loss that may occur. 9. Communications Risk Owner: Jennifer Ward Gross risk level: High Change: New risk Risk appetite: Open Growth enablers · Strategic Communications · Talent & Culture · Innovation Risk and impact · Missed opportunities for growth and attainment of our massive transformative purpose (MTP) should we not clearly articulate our value propositions to potential partners, customers, employees or acquisition targets. How do we manage the risk? · Halma plc Board members responsible for Communications and Investor Relations. · Clear brand and communications strategy to enable clear understanding and alignment with Group strategy. · Proactive brand and communications approach to reach existing and potential audiences to attract and engage them to drive new growth opportunities. · Development of pitch books, MTP impact stories, product-solution case studies and investment collateral that are delivered to the appropriate targets via direct, indirect, social media and investor channels. · Monitoring of external, social and investor media to gauge sentiment, brand health and protect reputation. · Periodic employee engagement survey to gain feedback on the effectiveness of internal communication. · Communication platform to enable rapid collaboration and information sharing. 10. Non-compliance with Laws and Regulations Risk Owner: Kevin Thompson Gross risk level: High Change: No change Risk appetite: Averse Growth enablers · Finance & Risk · Talent & Culture Risk and impact · Failing to comply with laws and regulations resulting in damage to reputation and/or fines/penalties. How do we manage the risk? · High-quality management resources who implement controls to monitor and comply with legal requirements in all countries we operate. · Operating companies ensure high product quality and compliance with legal standards. · High ethical standards which are captured in our Code of Conduct. All employees are required to read and sign up to it. · Employees across the group perform regular online compliance training. · A whistleblowing hotline is in place and available for use by all employees. · All parts of the group complete six-monthly control self-certifications which include legal compliance. · Management of a specific coordinated project to achieve compliance with GDPR regulations. 11. Financial Controls Risk Owner: Kevin Thompson Gross risk level: Medium Change: New risk Risk appetite: Averse Growth enablers · Finance & Risk · Talent & Culture Risk and impact · Failure in financial controls either on its own or via a fraud which takes advantage of a weakness, resulting in financial loss and/or misstated reported financial results. This risk has reduced following an update of the minimum expected controls for operating companies and a coordinated focus to address the most common financial control gaps identified. How do we manage the risk? · Local directors have legal, as well as operational, responsibility as they are statutory directors of their operating companies. This fits with Halma's decentralised model to ensure an effective financial control environment is in place. · To mirror the decentralised model, Halma Group Finance prescribes the minimum expected financial controls to be in place and requires operating companies to certify every six months that these controls are operating effectively. These include segregation of duties, delegation of authorities and financial accounts preparation checks. · Six-monthly peer reviews of reported results for each company to provide independent challenge. Internal Audit also performs periodic risk based reviews. · A whistleblowing hotline is in place and available for use by all employees. 12. Treasury Management Risk Owner: Kevin Thompson Gross risk level: Medium Change: No change Risk appetite: Averse Growth enablers · Finance & Risk Risk and impact · There is a risk that the Group's cash resources are inadequate to support its activities, there is an inadvertent breach of funding terms/covenants, or that there is volatility on the Group's Sterling reported result due to unhedged exposure to foreign currency movements. How do we manage the risk? · A long-term Revolving Credit Facility is in place. · Sources of funding, headroom and liquidity forecasts are regularly assessed and monitored. · Funding terms are built into company policies and requirements, including export controls to sanctioned countries. · A Group Treasury Policy includes hedging and there is regular monitoring of foreign currency exposure at local operating company and Group level. 13. Product Failure Risk Owner: Andrew Williams Gross risk level: Medium Change: No change Risk appetite: Averse Growth enablers · Finance & Risk · Innovation Network · Talent & Culture Risk and impact · A failure in one of our products results in serious injury, death or damage to property, including due to non-compliance with product regulations, resulting in financial loss and reputational damage. How do we manage the risk? · Operating companies have strict product development and testing procedures in place to ensure quality of products and compliance with appropriate regulations. · Rigorous testing of products during development and also during the manufacturing process. · Terms and conditions of sale limit liability as much as practically possible and liability insurance is in place. · Product compliance with regulations is checked as part of due diligence for any acquisition. |