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KELLER GROUP PLC - Annual Financial Report

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13 April 2021

Keller Group plc

Annual Report and Accounts for the year ended 31 December 2020 and Notice of 2021 Annual General Meeting

Keller Group plc (“Keller”, the “Company”) announces that its Annual General Meeting (“AGM”) will be held at 9.00am on Wednesday 19 May 2021 at the offices of DLA Piper UK LLP, 160 Aldersgate Street, London EC1A 4HT.

In connection with this, the following documents have been posted or otherwise made available to shareholders:

· Annual Report and Accounts for the year ended 31 December 2020 ("Annual Report 2020")

· Notice of AGM

· Proxy Form (in the case of shareholders on the register of members)

Copies of these documents have been submitted, where appropriate, to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Annual Report 2020 and the Notice of AGM are now available to view on the Company's website at www.keller.com.

Keller is closely monitoring developments relating to COVID-19 and how this may affect the arrangements for the AGM. Shareholders should therefore continue to refer to the Company's website and announcements for any updates in relation to the AGM, including venue.

In addition, should shareholders wish to ask any questions of the Board relating to the business of the AGM, they are encouraged to email their questions in advance to secretariat@keller.com or send them by post to the Company's registered office for the attention of the Group Company Secretary and Legal Advisor.

In accordance with the DTR 6.3.5, this announcement contains information in the attached Appendix about the principal risks and uncertainties, the Directors’ responsibility statement and note 28 to the accounts on related party transactions. This information has been extracted in full unedited text from the Annual Report 2020. This material should be read in conjunction with and is not a substitute for reading the full Annual Report 2020. References to page numbers and notes in the Appendix refer to those in the Annual Report 2020. A condensed set of financial statements was appended to the Keller's preliminary results announcement issued on 9 March 2021.

For further information, please contact:

Keller Group plc

www.keller.com

Kerry Porritt, Group Company Secretary and Legal Advisor 020 7616 7575

Silvana Glibota-Vigo, Group Head of Secretariat

Notes to editors:

Keller is the world's largest geotechnical specialist contractor providing a wide portfolio of advanced foundation and ground improvement techniques used across the entire construction sector. With around 9,000 staff and operations across five continents, Keller tackles an unrivalled 6,000 projects every year, generating annual revenue of more than £2bn.

LEI number: 549300QO4MBL43UHSN10

Classification: 1.1 (Annual financial and audit reports)

Appendix

Unedited extract from Annual Report 2020

Principal risks and uncertainties

The table on the following pages lists the principal risks and uncertainties as determined by the Board that may affect the Group and highlights the mitigating actions that are being taken. The content of the table, however, is not intended to be an exhaustive list of all the risks and uncertainties that may arise.

The COVID-19 pandemic is having and will continue to have an impact across the entire organisation. We have incorporated commentary into affected principal risks, which we will continue to manage centrally as well as regionally.

Key: Strategy lever Key: Risk movement

1 Balanced portfolio Increased risk Reduced risk

2 Engineered solutions

3 Operational excellence

4 Expertise and scale Constant risk Link to viability

Financial risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Inability to finance our business
Insufficient levels of funding, whether from operating cash flow or external financing facilities, that are necessary to support the business.

Link to strategic lever: 3, 4

A lack of available funds restricts investment in growth opportunities, whether through acquisition or innovation.

In an extreme circumstance, the lack of available funds could lead to a failure of the Group to continue as a going concern.

Mixture of long-term committed debt with varying maturity dates which comprise a £375m revolving credit facility with a maturity extended to November 2025 and a US private placement debt of $125m ($50m note maturing in 2021 and $75m note maturing in 2024).

Active and open communication with the revolving credit facility banking group ensures that it understands the Group’s financial performance and is supportive of funding requirements.

Strong free cash flow profile with the ability to turn off capital expenditure and reduce dividends.

Embedded procedures to monitor the effective management of cash and debt, including weekly cash reports and regular cash flow forecasting to ensure compliance with borrowing limits and lender covenants.

Culture focused on actively managing our working capital; the annual bonus plan is linked to executive remuneration through an operating cash flow metric. Please see the Directors’ remuneration report for further information on metrics.

Monitoring of and response to external factors that may affect funding availability; as a result of the strong cash management, even taking account of the impact of COVID-19, the Board announced in November 2020 reduced leverage guidance from 1.0x-1.5x to 0.5x-1.5x.


Constant risk
Link to viability

Market risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

A rapid downturn in our markets
Inability to maintain a sustainable level of financial performance throughout the construction industry market cycle, which grows more than many other industries during periods of economic expansion and falls more harder than many other industries when the economy contracts.

Link to strategic lever: 1, 2

Reduction in the demand for our products and services may lead to a significant deterioration in financial performance, including cash flow generation.

In an extreme circumstance, reduced cash flow generation could lead to a failure of the Group to continue as a going concern.

The diverse markets in which the Group operates, both in terms of geography and market segment, provide protection to individual geographic or segment slowdowns.

Since March 2020, COVID-19 has caused a decrease in economic activity in several of the markets in which we operate. Whilst the Group has shown good resilience to this change, it is likely that COVID-19 will continue to depress the economies in affected markets over the next 12 months. This may cause a reduction in activity in the construction sector which adversely affects the Group’s order book.

Having strong local businesses with in-depth knowledge of the local markets enables early detection and response to market trends.

Leveraging the global scale of the Group, talent and resources can be redeployed to other parts of the company during individual market slowdowns.

The diverse customer base, with no single customer accounting for more than 3% of group revenue, reduces the potential impact of individual customer failure caused by an economic downturn.

Constant risk
Link to viability


While we expect a slight shrinking of the construction market in 2021 and an adverse impact on our order book, we will mitigate through our exposure across a number of sectors of the construction market and are well placed to take advantage of opportunities, especially in infrastructure. We will continue to monitor this risk closely, paying close attention to any impact on the size of our order book and take appropriate mitigating actions.

Strategic risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Failure to procure new contracts on satisfactory terms
Increasing competition, changing customer requirements or a loss of technological advantage results in a failure to continue to win and retain contracts on satisfactory terms and conditions in our existing and new target markets.

Link to strategic lever: 1, 2, 3, 4

Failure to negotiate satisfactory and appropriate contractual terms may result in delays and disputes during project delivery, negatively impacting our relationships with our customers and the Group’s reputation for delivering quality products and solutions.

Inability to enter into commercially viable contracts may have a negative effect on the profitability of our projects and prevent the Group from achieving its targets.

A focus on understanding customers’ requirements and competitors’ capabilities.

Structured bid review processes in operation throughout the Group with well-defined selection criteria that are designed to ensure we take on contracts only where we understand and can manage the risks involved.

The Project Lifecycle Management (PLM) Standard has introduced more rigour into how risks are considered during the opportunity, contract approval and project execution phases.

Sales training, which includes a focus on contractual and commercial terms.

Increased risk

In addition to a potential adverse impact on our order book as a result of a downturn in our markets due to COVID-19, it is possible that there is increased competition for a reduced number of contracts within those markets. This may increase pressure on bid pricing and potentially erode contract margins. We will continue to monitor any increased pressure on contract margins and take appropriate mitigating actions.

Strategic risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Losing our market share
Inability to achieve sustainable growth, whether through acquisition, new products, new geographies or industry-specific solutions, may jeopardise our position as the preferred international geotechnical specialist contractor.

Link to strategic lever: 1, 2

Delivering sustainable growth is a key component of our strategy. Failure to deliver on our key strategic objective may result in the loss of confidence and trust of our key stakeholders including investors, financial institutions and customers.

A clear business strategy with defined short, medium and long-term objectives, which is monitored at local, divisional and group level.

Continued analysis of existing and target markets to ensure opportunities that they offer are understood.

An opportunities pipeline covering all sectors of the construction market.

A wide-ranging local branch network which facilitates customer relationships and helps secure repeat work.

Continually seeking to differentiate our offering through service quality, value for money and innovation.

North American businesses reorganisation delivering on cross-selling opportunities. However, due to COVID-19 there is an economic squeeze globally, increasing pressure on volume/market share.

Minimising the risk of acquisitions, including getting to know a target company in advance, often working in joint venture, to understand the operational and cultural differences and potential synergies. As well as undertaking these through due diligence and structured and carefully managed integration plans.

Constant risk
Link to viability

Ethical misconduct and non-compliance with regulations
Keller operates in many different jurisdictions and is subject to various rules, regulations and other legal requirements including those related to anti-bribery and anti-corruption. There is a risk that the Group fails to maintain the required level of compliance.

Link to strategic lever: 3, 4

Non-compliance with relevant laws and regulations could lead to substantial damage to Keller’s reputation and/or large financial penalties.

Losing the trust of our customers, suppliers and other stakeholders would have an adverse effect on our ability to deliver against our strategy and business objectives.

A Code of Business Conduct that sets out minimum expectations for all colleagues in respect of ethics, integrity and regulatory requirements and is backed by a training programme to ensure that it is fully embedded across the Group.

A clear and confidential externally run ‘whistleblowing’ facility encouraging employees to report any suspected misconduct.

An Ethics and Compliance Officer at every business unit who supports the ethics and compliance culture and ensures best practice developed by the Group is communicated and embedded into local business practices.

Regular workshops across the Group to ensure compliance risks are identified and addressed.

Constant risk
Link to viability

Strengthened communication of Keller’s tone at the top and a renewed focus on risk management and internal control have maintained the exposure of this risk.

Strategic risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Inability to maintain our technological product advantage
Keller has a history of innovation that has given us a technological advantage which is recognised by our clients and competitors. Inability to maintain this advantage through the continued technological advancements in our equipment, products and solutions may impact our position in the market.

Link to strategic lever: 1, 2

Without a structured innovation approach, including sufficient investment, Keller may lose its completive advantage.

The Keller Innovation Board works closely with business units, divisions and global product teams to ensure a structured approach to innovation is in place across the Group.

Keller’s continued investment in both external and internal equipment manufacture.

Keller Data AcQuisition (KDAQ), a group-wide innovation project, will bring information together and make it accessible in one simple and concise platform. It will include all technical information from Keller and third-party sources at each stage of delivery, including data analysis and visualisations where possible, and it will also be BIM-compatible.

Constant risk

Changing environmental factors
Changes in environmental legislation and relevant standards that impact our product and service offerings and an increasingly active public response to environmental concerns in the sectors in which we operate.

Link to strategic lever: 3

Inability to achieve Keller’s commitment to deliver solutions in an environmentally conscious manner may have a negative impact on our reputation, affect employee morale and lead to loss of confidence from our customers, suppliers and investors.

Product offerings become obsolete because they are no longer compliant with environmental standards. We may be required to remediate at our own cost to attain compliance.

Collaboration with the University of Surrey’s Centre for Environment and Sustainability to apply sustainability best practice to all business functions.

A Sustainability Steering Group is responsible for integrating sustainability targets and measures into the group business plan to successfully drive changes important to the company.

Scope 1 and 2 carbon emissions verified by accredited external third party (Carbon Intelligence).

Carbon Calculator tool used to identify/improve carbon efficiency.

Project team created to develop processes to meet Task Force on Climate-related Financial Disclosures (TCFD) requirements.

Further details can be found in the ESG and sustainability section on pages 40 to 53.

Constant risk

While the focus around environmental legislation is increasing, we believe this will present opportunities to us that we are well placed to exploit. Our increasing activity to improve sustainability over and above our peers will ensure we are ready to take opportunities as they arise.

Operational risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Service or solutions failure
In designing a product or a solution for customers many factors need to be considered including client requirements, site and loading conditions and local constraints (eg neighbouring buildings, other underground structures). Inadequate design of a customer product and/or solution may lead to an inability to achieve the required standard.

Misinterpretation of client requirements or miscommunication of requirements by the client may lead to a poorly designed solution and consequently failure.

Link to strategic lever: 2, 4

Failure to meet quality standards could damage our reputation, result in regulatory action and legal liability, and impact financial performance.

The liability limitation period of our products is generally 12 years; consequently, a poorly designed product/solution could have an impact on our long-term profitability.

Continuing to enhance our technological and operational capabilities through investment in our product teams, project managers and our engineering capabilities.

Employing geotechnical engineers that are focused purely on design.

Disaster Recovery/Business Continuity Plans in place across the Group.

The global product teams set standards, provide guidance and disseminate best practice across the organisation for our eight key products.

We seek to agree liability limits in our contracts with customers.

Insurance solutions are in place to limit financial exposure of a potential customer claim.

Constant risk
Link to viability

Operational risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Ineffective execution of our projects
Failure to manage our projects to ensure that they are delivered on time and to budget due to unforeseen ground and site conditions, weather-related delays, unavailability of key materials, workforce shortages or equipment breakdowns.

Link to strategic lever: 3, 4

Inability to successfully deliver projects in line with the agreed customer requirements may result in cost overruns, contractual disputes and reputational damage.

Ineffective project delivery may also expose the Group to long-term obligations including legal action and additional costs to remedy solution failure.

Ensuring we understand all of our risks through the bid appraisal process and applying rigorous policies and processes to manage and monitor contract performance.

Ensuring we have high-quality people delivering projects. Keller’s Project Management Academy and Field Leadership Academy are designed to create project managers with a consistent skill set across the entire organisation. The academies cover a broad range of topics including contract management, planning, risk assessment, change management, decision-making and finance.

KDAQ system enabling comparison of performance across sites using similar products, identification of areas of best practice and quickly raising awareness of where improvement is needed.

Safety Standards for operations (eg platform, cage handling), Equipment Standards and fleet renewal.

The PLM Standard drives a consistent approach to project delivery with robust controls at every project phase.

A formal, structured approach to LEAN and 5S across the organisation is being embedded, which is improving processes and strengthening Keller’s working culture.

Constant risk
Link to viability

Operational risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Causing a serious injury or fatality to an employee or a member of the public
Failure to maintain high standards of health and safety, and an increase in serious injuries or fatalities leading to an erosion of trust of employees and potential clients.

Link to strategic lever: 3

Inability to maintain a positive health and safety culture may lead to damage to morale, an increase in employee turnover rates and a decrease in productivity.

Deterioration in health and safety performance may lead to loss of customer, supplier and partner confidence and damage to our reputation in an area that we regard as a top priority.

Board-led commitment to drive health and safety programmes and performance with a vision of zero harm.

An emphasis on safety leadership to ensure both HSEQ professionals and operational leaders drive implementation and sustainment of our safety standards through ongoing site presence, using safety tours, safety audits, safety action groups and mandatory employee training.

Ongoing improvement of existing HSEQ systems to identify and control known and emerging HSEQ risks, which conform to internal standards.

Incident Management Standard and incident management software driving a robust and consistent management process across the organisation that ensures the cause of the incident is identified and actions are put in place to prevent recurrence.

Constant risk
Link to viability

Not having the right skills to deliver
Inability to attract and develop excellent people to create a high-quality, vibrant, diverse and flexible workforce.

Link to strategic lever: 2, 3, 4

Failure to maintain satisfactory performance in respect of our current projects and failure to deliver our strategy and business targets for growth.

Continuing to invest in our people and organisation in line with the four pillars of the Keller People agenda as noted below.

Ensuring that the ‘Right Organisation’ is in place with people having clear accountabilities; each organisational unit is properly configured with a matrix of line management, functional support and product expertise.

As industry leader, that Keller is made up of ‘Great People’ that are well trained, motivated and have opportunities to develop to their full potential. Project managers and field employees receive comprehensive training programmes which cover a broad range of topics including contract management, planning, risk assessment, change management, decision?making and finance.

A strong focus on the ‘Exceptional Performance’ of employees in delivering commercial outcomes safely for Keller based upon project successes for our customers. Business leaders are incentivised to deliver their annual financial and safety commitments to the Group.

The ‘Keller Way’ provides guidance to the company’s employees and leaders to comply with local laws
and work within Keller’s values and Code of Business Conduct.

Constant risk

Operational risk

Risk

Potential impact

Demonstrable mitigation

Risk movement (since 2019)

Risk of potential disruption in the business operations, reputational damage and/or loss or corruption of data through external or internal technical threats and malicious action
Information security and cyber threats are a concern across industries worldwide. The introduction of digital solutions such as InSite and KDAQ increases the Group’s reliance on IT and its inherent cyber risk exposure.

Link to strategic lever: 3, 4

Cyber security breach could result in leakage of proprietary information, operational disruptions, and loss of employee and customer data.

Building a cyber security and information assurance team and services.

Building a zero trust layered technology capability.

Creation of an Information Security Management System framework, referencing industry standards to ensure appropriate governance, control and risk management and then onward management for compliance, maturity and development of service.

Introduction of technical capabilities and services to further enable prevention, detection, prediction and response services.

Multi-factor authentication for all users prevents unauthorised access to Keller’s networks and applications.

Advanced threat protection on all IT equipment delivers comprehensive, ongoing and real-time protection against viruses, malware and spyware.

Data protection framework to ensure compliance with the General Data Protection Regulation (GDPR) and other standards of data protection.

Constant risk

The threat landscape continues to evolve each year and so we continue to adapt our monitoring, detection, prevention and education processes to maintain a balanced risk perspective.

We assess cyber risks and determine appropriate actions for our business. Existing capabilities continue to be deployed and enhanced if needed.

As an example, having seen in 2020 the rise in the number of ransomware attacks and the increased number of reported attacks that target backup as well as production environments across all industries, we shall implement in 2021 a backup solution for key services that is immutable and cannot be encrypted.

Responsibility statement of the Directors in respect of the Annual Report and the financial statements

We confirm that to the best of our knowledge:

  • the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit or loss of the company and the undertakings included in the consolidation as a whole; and

  • the Strategic report and the Directors’ report, including content contained by reference, includes a fair review of the development and performance of the business and the position and performance of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.

The Board confirms that the Annual Report and the financial statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Group’s position and performance, business model and strategy.

28 Related party transactions

Transactions between the parent, its subsidiaries and joint operations, which are related parties, have been eliminated on consolidation. Other related party transactions are disclosed below:

Compensation of key management personnel

The remuneration of the Board and Executive Committee, who are the key management personnel, comprised:

2020
£m

2019
£m

Short-term employee benefits

8.3

5.4

Post-employment benefits

0.4

0.4

Termination payments

0.4

0.2

9.1

6.0

Other related party transactions

As at the year end there was a net balance of £0.1m owed by (2019: £0.2m owed to) the joint venture. These amounts are unsecured, have no fixed date of repayment and are repayable on demand.