TIDMTYMN
RNS Number : 9149G
Tyman PLC
01 April 2022
TYMAN PLC
("Tyman" or the "Group")
2021 Annual Report & Accounts and 2022 Annual General
Meeting (the "AGM")
Tyman plc, a leading international supplier of engineered
components and access solutions to the construction industry,
announces that the Annual Report & Accounts for the year ended
31 December 2021 ("2021 Annual Report") and the Notice of 2022 AGM
("Notice of Meeting"), which will be held on 19 May 2022, have been
posted or otherwise made available to shareholders today.
In accordance with LR 9.6.1R, electronic copies of each of these
documents have been submitted to the National Storage Mechanism via
the Electronic Submission System and will shortly be available for
inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
The 2021 Annual Report and Notice of Meeting may also be viewed
on the Group's website at www.tymanplc.com .
The Company's preliminary results announcement published on 3
March 2022 included, in addition to the preliminary financial
results, the text of the Chief Executive's review (including the
Divisional reviews) and Chief Financial Officer's review, in each
case as contained in the 2021 Annual Report.
The appendix to this announcement sets out the disclosures
required pursuant to Disclosure & Transparency Rule 6.3.5R,
namely the Directors' Responsibility Statement, Principal Risks and
Uncertainties, and Related Party Transactions, in each case as
contained in the 2021 Annual Report. This information is not a
substitute for reading the full 2021 Annual Report.
Enquiries:
Tyman plc 020 7976 8000
Peter Ho - General Counsel & Company Secretary www.tymanplc.com
1 April 2022
APPIX
Directors' Responsibility Statement
The Directors consider 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 Group's
and the Company's position and performance, business model and
strategy.
Each of the Directors, whose names and functions are listed in
the Annual Report and Accounts, confirms that, to the best of their
knowledge:
-- the Company financial statements, which have been prepared in
accordance with United Kingdom Accounting Standards, comprising FRS
101, give a true and fair view of the assets, liabilities,
financial position and profit of the Company;
-- the Group financial statements, which have been prepared in
accordance with UK-adopted international accounting standards and
applicable law, give a true and fair view of the assets,
liabilities, financial position and profit of the Group; and
-- the Directors' report includes a fair review of the
development and performance of the business and the position of the
Group and the Company, together with a description of the principal
risks and uncertainties that the Group faces.
In the case of each Director in office at the date the
Directors' report is approved:
-- So far as the Director is aware, there is no relevant audit
information of which the Group's and Company's auditors are
unaware; and
-- they have taken all the steps that they ought to have taken
as Director in order to make themselves aware of any relevant audit
information and to establish that the Group's and Company's
auditors are aware of that information.
Principal Risks and Uncertainties
Risk Risk description Mitigation Changes since
last Annual
report
1. Business The occurrence of an The Group has proactively The global
interruption event that may lead to managed its response impact of
(including pandemic) a significant business, to the COVID-19 pandemic the COVID-19
Trend after supply chain or market throughout the year including pandemic
mitigation interruption. This extensive health measures has continued.
Same includes at operations; temporary Given
Link to strategy events such as natural cost control measures; the duration,
Margin expansion, disasters, pandemics ongoing review of demand uncertainty
sustainable (including COVID-19), and production levels, and widespread
growth, engaged significant IT regular review of supply impact
people, interruption, chain ability to supply; of COVID-19,
positive impact the loss of an operating reviewing stock levels this risk
location or geo-political and responding; increased has been updated
events including contact with remote working to a
significant team members and weekly broader business
changes in trading COVID-19 case reviews. interruption
relationships More broadly the Group risk.
such as US/China trade reviews business continuity Risk assessment
developments. This management, IT disaster High
results recovery and IT security
in an inability to as appropriate throughout
operate the year. The Group also
or meet customer demand, ensures appropriate insurance
a reduction in market cover is maintained.
demand or poses a health
risk to employees.
-------------------------- ------------------------------------------------------------ -----------------
2. Market conditions Demand in the building Whilst there is a high Markets have
Trend after products sector is degree of economic uncertainty, continued
mitigation dependent in previous cyclical to be disrupted
Same on levels of activity downturns Tyman has proved throughout
Link to strategy in new construction and effective in responding the year,
Sustainable growth RMI markets. This demand to events through: predominantly
is cyclical and can be * monitoring of market conditions and macroeconomic due to COVID-19.
unpredictable and the trends through both annual strategic planning The
Group has low visibility processes and regular performance / forecasting majority of the
of future orders from reviews; Group's
its customers. core markets
have rebounded
* maintaining appropriate headroom and tenor in the strongly
Group's available borrowing facilities; throughout the
year with
leading
* its geographic spread providing a degree of market indicators
diversification; remaining
positive. There
remains
* the ability to flex the Group's cost base in line uncertainty over
with demand. medium to
long-term market
conditions due
As part of its process to wider
for assessing the ongoing macroeconomic
viability of the Group, conditions.
the Board regularly stress Risk assessment
tests Tyman's financial Medium
and cash flow forecasts
over both a short- and
medium-term horizon.
-------------------------- ------------------------------------------------------------ -----------------
3. Loss of Loss of competitive Some of the Group's markets The overall risk
competitive advantage are relatively concentrated from
advantage may adversely affect with two or three key loss of
Trend after the Group financial players, while others competitive
mitigation performance are highly fragmented advantage
Same or reputation in the and offer significant across Tyman's
Link to strategy short to medium term. opportunities for consolidation global
Margin expansion, The Group's ability to and penetration. portfolio
sustainable maintain its competitive Tyman continues to differentiate remains stable.
growth advantage is based on itself through its wide The disruption
a wide range of factors range of products, its caused
including the strength focus on customer service by COVID-19 has
of the Group's brands, including technical support, continued
the breadth and depth its geographical coverage, to put pressure
of our portfolio, the innovation capabilities on service
level of quality and and the reputation of levels across
innovation reflected its brands. The Group the industry.
in our products, our monitors the status of The flexibility
supply chain flexibility, our competitive advantage of the
excellent customer through feedback from Group's
service customers and close review manufacturing
and technical support, of the market positioning footprint allows
and the depth of customer of our products. it to
relationships we nurture, The Group aims to minimise respond quickly
all supported by fair the impact of competitive to closure
and competitive pricing. pricing pressures by of certain
Failure to perform on competitors through margin facilities,
any one of these aspects expansion activities delivering
may lead to erosion of including continual sourcing better service
competitive advantage review, innovation and levels than some
over time, and in turn value engineering, as competitors
to loss of customers well as building long-term and enabling the
to competition. relationships with its Group
customers based on value to take market
creation, quality, service share.
and technical support Risk assessment
Medium
-------------------------- ------------------------------------------------------------ -----------------
4. Foreign exchange The Group operates The Group denominates Sterling
risk internationally a proportion of its debt exchange rates
Trend after and is therefore exposed in foreign currency to remain volatile
mitigation to transactional and align its exposure to and the
Same translational foreign the translational balance Group continues
Link to strategy exchange movements in sheet risks associated to use
Margin expansion currencies other than with overseas subsidiaries. hedging to
sterling. In particular Ancillary bank facilities mitigate some
the Group's translated are utilised to manage of this risk.
adjusted operating profit the foreign exchange This risk
is impacted by the transactional risks and is regarded as
sterling interest rate exposure stable.
exchange rate of the through the use of derivative Risk assessment
US dollar and the euro. financial instruments. Medium
Where possible the Group
will recover the impact
of adverse exchange movements
on the cost of imported
products and materials
from customers.
-------------------------- ------------------------------------------------------------ -----------------
5. Liquidity and The Group must maintain The Group maintains adequate During the year,
credit sufficient capital and cash balances and credit the
risks financial resources to facilities with sufficient Group achieved
Trend after finance its current headroom and tenor to further
mitigation financial mitigate credit availability de-leveraging to
Down obligations and fund risk. The Group monitors 0.9x
Link to strategy the future needs of its forecast and actual cash adjusted EBITDA,
Sustainable growth growth strategy. flows to match the maturity just
profiles of financial below the target
assets and liabilities. range
In the medium term the of 1.0-1.5x
Group aims to operate adjusted
within its target leverage EBITDA.
range of 1.0x to 1.5x Risk assessment
adjusted EBITDA. Low
-------------------------- ------------------------------------------------------------ -----------------
6. Information Information and data The Group continues to In August 2020,
security systems are fundamental develop and test disaster a Group
Trend after to the successful recovery plans for all Head of IT was
mitigation operation sites. The Group undertakes appointed
Same of Tyman's businesses. regular penetration testing with
Link to strategy The Group's digital of data systems and maintains responsibility
Margin expansion, assets up-to-date versions of for
sustainable are under increasing software and firewalls. the Group's
growth, engaged risk from hacking, The Group periodically information
people viruses reviews and improves security
and 'phishing' threats. IT system controls. policies and
Sensitive employee, controls.
customer, Training and
banking and other data IT controls
may be stolen and improvements
distributed have continued
or used illegally. GDPR to be
increases the cost of implemented
any failure to protect during the
the Group's digital year as a key
assets. element
of our IT
Strategy.
Risk assessment
High
-------------------------- ------------------------------------------------------------ -----------------
7. Raw material Raw materials used in The Group continues to The Group has
costs the Group's businesses invest in and improve recovered
and supply chain include commodities that its sourcing and procurement the majority of
failures experience price capability with dedicated input
Trend after volatility supply chain resources. cost inflation
mitigation (such as oil derivatives, The Group manages supply in the
Up steel, aluminium and chain risk through developing year however
Link to strategy zinc). The Group's strong long-term relationships there remains
Margin expansion, ability with its key suppliers, an element of
sustainable to meet customer demands regular risk assessment lag due
growth depends on obtaining and audit of suppliers to timing of
timely supplies of high including logistics providers, implementing
quality components and review of make or buy price increases
raw materials on strategies, dual-sourcing and pricing
competitive where appropriate and mechanisms with
terms. Products or raw maintaining adequate some
materials may become safety stocks throughout of our larger
unavailable from a the supply chain. Where customers.
supplier commodity and other material The Group
due to events beyond cost increases materialise, continues to
the Group's control. the Group seeks to recover proactively
the incremental cost manage supply
through active price chain risks,
management. with current
focus in
particular on
global shipping
bottlenecks
and UK/EU supply
chain
disruption.
Risk assessment
Medium
-------------------------- ------------------------------------------------------------ -----------------
8. Key executives The Group's future The Group mitigates the Significant
and success risk of losing key personnel attention
personnel is substantially through robust succession continues to be
Trend after dependent planning, strong recruitment paid
mitigation on the continued services processes, employee engagement to employee
Same and performance of its and retention initiatives, wellbeing
Link to strategy senior management and and long-term management and engagement
Sustainable growth, its ability to continue incentives. as
engaged people to attract and retain pandemic-related
highly skilled and disruption
qualified continues,
personnel at Group, recognising the
divisional additional
and site level. strains this has
put
on our workforce
and
in particular on
management
teams in meeting
the
needs of our
customers.
Risk assessment
Low
-------------------------- ------------------------------------------------------------ -----------------
9. Compliance with A lack of understanding Key mitigations include: Whilst added as
laws or non-compliance with a Group
and regulations laws and regulations * A comprehensive and engaging Code of Business Ethics principal risk,
Trend after in any jurisdiction in and associated training there
mitigation which the Group operates is no
Same could lead to significant year-on-year
Link to strategy financial penalty and/or * Supporting policies and standards that set out the change
Margin expansion, severe damage to the compliance requirements in detail in the level of
sustainable Group's reputation. Legal unmitigated
growth, engaged and regulatory risk. A Group
people, requirements * A group-wide 'SpeakUp' whistleblowing mechanism General
positive impact can be complex and are Counsel was
constantly evolving, appointed
requiring ongoing * Risk framework to identify, assess and monitor for the first
monitoring business and compliance risks time in
and training. 2020. The
General Counsel
* Specific legal and compliance matters reviewed by the led a process to
Group General Counsel as required deploy
the Group's new
Code
of Business
Ethics which
has been
deployed
throughout
2021 / Q1 2022.
Risk assessment
Low
-------------------------- ------------------------------------------------------------ -----------------
10. Execution of The Group has a range Oversight mechanisms Whilst added as
major of change management to track the progress a Group
programmes programmes and strategic of all strategic programmes principal risk
Trend after initiatives underway take place on a monthly there
mitigation to support our 'Focus, basis at Group and divisional remains no
Same Define, Grow' Strategy. levels. In addition, year-on-year
Link to strategy Failure to effectively each programme has established change in the
Margin expansion, execute these programmes project governance disciplines level of
sustainable could adversely affect in place including project unmitigated risk
growth, engaged the Group's ability to managers for each programme. with
people, deliver on key elements the development
positive impact of our strategy. and execution
of key
programmes
progressing
well.
Risk assessment
Medium
-------------------------- ------------------------------------------------------------ -----------------
11. Climate change Adverse impacts of This is a new
and climate * The Group maintains a 2030 sustainability roadmap, risk in
sustainability change may, over time, setting out Tyman's ESG ambitions and targets, which 2021.
Trend after affect the operations include reducing GHG emissions and growing revenues Risk assessment
mitigation of the Group, its supply from more sustainable solutions. Medium
New chains and the markets
Link to strategy in which it operates.
Margin expansion, This could include * Dedicated sustainability leader is in place in each
sustainable physical division to drive the execution of the roadmap.
growth, engaged (weather related) risks,
people, as well as failing to
positive impact adapt to legal, * Regular reviews are held both at a divisional level
technological and groupwide via a sustainability forum. Twice
and market demands for yearly deep-dives are held with the ExCo to
more sustainable facilitate the sharing of cross-team learnings and
operations identify opportunities to synergise and/or
and product solutions. accelerate.
More broadly, customer,
investor and societal
expectations have never Disclosures will also
been higher for companies be enhanced against the
to respond with action recommendations in the
on ESG topics. TCFD framework, including
Should the Group not risk mitigation and completing
reduce its GHG emissions a quantitative scenario
and deliver its other analysis.
sustainability
commitments
in line with Tyman's
targets and ambition,
it may be subject to
increased costs, adverse
financial impacts,
reputational
damage and failure to
attract/retain future
talent.
-------------------------- ------------------------------------------------------------ -----------------
Related Party Transactions
The following transactions were carried out with related parties
of Tyman plc (please see Note 29, on page 194 of the 2021 Annual
Report):
Subsidiaries
Transactions between the Company and its subsidiaries, which are
related parties, are eliminated on consolidation. There were no
transactions between the Company and its subsidiaries made during
the year other than intercompany loans and dividends.
Key management compensation
The Group considers its Directors to be the key management
personnel on the basis that it is the Directors who have the sole
responsibility for planning, directing and controlling the Group.
Full details of Directors' remuneration are given in the
Remuneration report on pages 114 to 137. Key management
compensation in accordance with IAS 24 is as follows:
2021 2020
GBP'm GBP'm
--------------------------------------- ---------------- ----------
Short-term employee benefits 1.7 1.0
Share-based payments (including DSBP) 0.7 -
======================================= ================ ==========
2.4 1.0
======================================= ================ ==========
Directors
Full details of individual Directors' remuneration are given in
the Remuneration report on page 127. Directors' remuneration in
accordance with the requirements of The Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008 is as
follows:
2021 2020
GBP'm GBP'm
------------------------------------------------------- ---------------- ----------
Aggregate emoluments 2.4 1.0
Aggregate gains made on the exercise of share options 0.7 0.3
======================================================= ================ ==========
3.1 1.3
======================================================= ================ ==========
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