Annual Report • Dec 31, 2017
Annual Report
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Annual Report & Financial Statements 2017
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Chairman's Statement 6 Business Model & Strategy 10 Chief Executive's Review 14 Financial Review 24 Risk & Risk Management 30 Corporate Social Responsibility 32
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Chairman's Introduction 44 The Board 46 Report of the Directors 48 Corporate Governance Statement 56 Report of the Remuneration Committee 63 Report of the Audit Committee 72
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Independent Auditor's Report 80 Financial Statements 83 Notes to the Financial Statements 91
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Alternative Performance Measures 129 Shareholder Information 131 Principal Subsidiary Undertakings 133 Group Five Year Summary 136
Images on this page: Bunjil Place, Australia Salesforce Tower, USA Apple Campus 2, USA
4
Financial Statements 78
Chief Executive's Review
In November 2017, Louvre Abu Dhabi opened after 10 years of construction. Situated just 500 metres from the Saadiyat Island coast, U.A.E., Louvre Abu Dhabi is the latest project to benefi t from Kingspan Insulation's range of high performance roofi ng products.
Appointed architects Jean Nouvel designed a museum that combined regional traditions with modern architecture, with the aim of bringing a universal museum to life.
Similar to its sister, Musée du Louvre, the roof of Louvre Abu Dhabi is the feature most recognisable by its visitors. Its 180 metre aluminium and stainless steel dome is composed of 7,850 pieces in the shape of stars. The specifi cations placed a heavy emphasis on quality assurance and a guarantee for the roofi ng system. Kingspan Insulation LLC was able to provide both, as Kingspan Thermaroof TR27 LPC/FM is manufactured to the highest standards under a management system certifi ed to ISO: 9001:2008.
| Kingspan | Australasia | |
|---|---|---|
| Locations | Australia | |
| New Zealand | ||
| Africa | ||
| Egypt | Europe | |
| Morocco | Austria | |
| Azerbaijan | ||
| Asia | Belgium | |
| India | Bosnia | |
| Indonesia | Bulgaria | |
| Pakistan | Croatia | |
| Singapore | Czech Republic | |
| Thailand | Denmark | |
| Vietnam | Estonia | |
| France |
|---|
| Germany |
| Hungary |
| Ireland |
| Italy |
| Latvia |
| Lithuania |
| Norway |
| Poland |
| Romania |
More on page 37
| Russia |
|---|
| Serbia |
| Slovakia |
| Slovenia |
| Spain |
| Sweden |
| Switzerland |
| United Kingdom |
| Ukraine |
| Middle East |
| Iran |
| Iraq |
Qatar
| Saudi Arabia Turkey UAE |
|---|
| Americas |
| Brazil |
| Canada |
| Colombia |
| Mexico |
| USA |
up 12%
EPS up 10.6%
2016: 143.8c
Australia Bunjil Place
Insulated Panels: KingZip SF 300 and 400
— Fire Rating: FM 4471 Class 1A 6 7 Annual Report & Financial Statements 2017
Notable highlights during the year included the expansion into new markets in South America with the acquisition of market leading positions in Brazil and Colombia, as well as the entry into agreements towards the end of the year to further extend our footprint in Europe through the proposed acquisition of the Synthesia Group in Spain and Balex Metal in Poland.
At the same time Kingspan has bolstered its penetration of our existing markets through its continued industry leading focus on innovation and new product development. These developments range from new daylighting and datacentre product suites to continuous improvement of the thermal and fi re performance properties of our insulation materials. In fact Kingspan have carried out over 1,800 external fi re tests to national and international standards for compliance across global regulatory regimes.
I would also draw attention to the excellent progress made in reducing our carbon emissions and attaining our goal of becoming a Net Zero Energy business by 2020. In 2017 renewable energy accounted for 69% of our total usage, and we successfully retained our position on the CDP 'A List' of 120 global leaders recognised for their eff orts to cut emissions.
Meeting with the Group's ever-expanding team of over 12,000 employees is one of the Board's more pleasurable responsibilities. During the year the Board visited seven of our manufacturing sites, in Europe and Australia, and we were delighted to meet the local teams, and see fi rsthand the tremendous work they are doing.
On behalf of the Board, I want to congratulate Kingspan's management and employees around the globe for their achievements and the vital contribution they have made to our success in 2017.
2017 was another year of strong growth for Kingspan despite the headwinds of increased raw material prices, global chemical shortages and economic uncertainty in the UK. Kingspan achieved record revenues of €3.7bn, up 18% on prior year, and trading profi t of €377.5m, up 11% on prior year, the seventh consecutive year of double-digit profi t growth.
Business & Strategic Report Chairman's Statement
Canada Grandview Heights
Light & Air: UniQuad - Unitized Translucent Wall System — Fire Rating: ASTM D1929, ASTM D2843, ASTM D635 and ASTM E84
Access Floors: RMG600 panels with Attiro magnetic backed plank wood
Fire Rating: Class 0 to BS476. Class Dfl -s1 to BS EN 13501-1:2002
The Board is recommending a fi nal dividend of 26.0 cent per share, which if approved at the Annual General Meeting, will give a total dividend for the year of 37.0 cent, an increase of 10% on prior year. This will be the eighth consecutive year of growth in the shareholders' dividend, in line with the Group's continued progression.
If approved, the fi nal dividend will be paid (subject to Irish withholding tax rules) on 27 April 2018 to shareholders on the register at close of business on 23 March 2018.
The Board continues to manage and monitor governance and risk across the business, details of which are set out in the Governance section of this annual report. We also maintain an open dialogue with our major shareholders on the Company's governance as well as on its strategic and fi nancial performance, as detailed in the Financial Review and the Report of the Remuneration Committee in this annual report.
Following the year-end, we were delighted to welcome Dr Jost Massenberg as a non-executive director on the Board, and we look forward to benefi ting from his more than 30 years experience in European steel and manufacturing industries. There were no retirements from the Board during the year.
I am confi dent that management's strategy of building our leadership position through higher performing technologies and expansion into new geographies leaves Kingspan well positioned to face the challenges that may lie ahead, and will continue to deliver improved shareholder returns in the future.
Eugene Murtagh Chairman
23 February 2018
Who We Are
4% Ireland
Kingspan is the global leader in high performance insulation and building envelopes. Kingspan diff erentiates itself through its relentless development of innovative and patent-protected proprietary technology.
Kingspan helps its customers to build in an energy effi cient manner that reduces running costs and also meets environmental regulations and greenhouse gas emissions targets. Improving building performance, construction methods and ultimately people's lives, is what drives Kingspan forward around the world.
Founded in Kingscourt, Co Cavan in Ireland in 1965, the Group has expanded into a global business operating in over 70 countries, employing more than 12,000 people.
Kingspan manufactures a suite of complementary building envelope solutions for both the new build and refurbishment markets.
A global leader in the design, development and manufacture of products and solutions for advanced building envelopes. Providing thermally effi cient and airtight insulated panel building envelopes, integrated solar PV and smart lighting systems, and world-class customer and technical support in sustainable building design and realisation. All of our products and systems are backed by extensive testing and guarantees, and by 50 years of experience.
Manufacturing insulation boards, pipe insulation and engineered timber systems. A wide product range suitable for a variety of applications in the domestic, non-domestic, newbuild and refurbishment sectors.
The world's largest supplier of raised access fl ooring, providing the most cost eff ective way of creating fl exible space and convenient distribution of building services in a range of highend architectural fi nishes.
Our wide range of custom manufactured data centre airfl ow systems, including structural ceilings, airfl ow panels and containment, work together to maximise datacentre performance.
Providing trusted market-leading solutions for rainwater harvesting and wastewater management, renewable energy technologies and hot water systems, environmental fuel storage and smart monitoring for all types of building projects.
Established in 2016, Kingspan Light & Air is now established as a global leader providing a full suite of daylighting and energy effi cient lighting, as well as natural ventilation and smoke management solutions, which complement Kingspan's existing building envelope technologies.
PRODUCTS
GEOGRAPHY
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The ongoing roll-out of QuadCore™ during the year, which is now available from approximately half of our Insulated Panel facilities worldwide.
The Kooltherm® 100 Series was launched towards the end of 2016, and work has already begun on a Kooltherm®200 Series.
The digitalisation of Kingspan, designed to transform how we do business and how our specifi ers and customers interact with us over the next three to fi ve years.
We have conducted more than 1,800 external fi re tests to national and international standards for compliance across global regulatory regimes.
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Continued penetration growth and conversion from traditional insulation and building methods has been a core driver of our success.
Ongoing revisions to key EU legislation including the Energy Performance of Buildings Directive (EPBD) continue to drive industry to take action.
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During 2017 we further expanded our manufacturing footprint by investing in partnerships in Brazil and Colombia. We now have six manufacturing facilities and market leading positions across Latin America.
Agreement to acquire a presence in Southern Europe through the Synthesia Group, consisting of three operating businesses; Synthesia International, Poliuretanos and Huurre.
Further advanced our position in Central Europe through the planned acquisition of Balex Metal, a Polish manufacturer of Insulated Panels and Insulation Boards.
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In 2017 we achieved 69% Net Zero Energy, a signifi cant increase on the 57% achieved a year earlier, and we remain on target to achieve 100% by 2020.
For the third year running, Kingspan retained its position on the 2017 CDP 'A List', one of only 120 companies globally to achieve this.
A wide range of projects designed to improve the energy effi ciency of our operations were implemented on many sites, including the implementation of Energy Management Standard ISO 50001.
7.3% of our total energy use was generated from renewable sources on our own manufacturing sites.
Strategic Pillars
Above are based on internal estimates, and are directional rather than precise. Profi t is EBITA.
Responsible supply chain partnerships
| How we operate | How we create value | The value created | |
|---|---|---|---|
| 111 Global manufacturing facilities 12,000+ Employees |
→ Product innovation and diff erentiation → Excellent customer service → Energy effi cient sustainable building envelope solutions → We operate our businesses to the highest standards |
EBITDA ROCE €441.7m 17.8% Trading Dividend profi t 37.0 €377.5m cent |
|
| Management controls _ |
→ We acquire excellent newbusinesses → We recycle capital to provide the best return |
EPS Income taxes 159.0 €61.6m cent |
|
| Quality systems _ |
→ We maintain fi nancial discipline |
Free cash Interest |
→ We balance our portfolio of businesses across product and geography
€198.5m
€16.8m
15 Kingspan Group plc Annual Report & Financial Statements 2017
14
2017 was a signifi cant year for Kingspan which, despite its challenges, was a record period for the Group. Revenue rose by 18.0% to €3.7bn, and trading profi t grew by 10.7% to €377.5m. The resultant increase in EPS was 10.6% to 159.0 cent per share. In addition to volume growth, price infl ation also contributed to sales as we pushed to recover unprecedented raw material cost increases.
→ Light & Air sales of €205m marking a strong fi rst full year of trading for this division and the development of a unique US and European footprint.
→ A strong year for Environmental
infl ation was a key theme during
toward year-end, although prices remain high into the current period.
→ A record committed acquisition spend of €614m, of which €174m was completed during 2017. Key developments completed or pending include market entry into Brazil, Colombia and Southern Europe as well as an extension of our presence in Western and Central Europe.
Activity across our Mainland European markets was somewhat mixed, led in particular by strong performances in France, Benelux and the Nordics as penetration of high performance insulation continues to increase in these regions. Germany, in contrast, was deeply competitive during the year as capacity increases weighed on market prices. The UK performed resiliently for much of the year. However, growing economic and political uncertainty made itself increasingly evident in market activity, with order intake weakening sharply towards year-end, largely in the nonresidential segment. North American revenue was modestly ahead and Latin America grew meaningfully through our new ventures in Brazil and Colombia. Chemical cost increases were at levels not experienced before, which when combined with supply tightness led to a period of balancing margin and growth priorities and the need for signifi cant price increases for our own solutions. In all, we successfully recovered the input increases, although in the process conceded some market share to alternative products which over time we expect to regain. Presently, we are experiencing improved raw material supply albeit with prices remaining high.
incurred during the year with a further
2017 was also a year of record acquisition activity for Kingspan. In total, between completions and signed contracts we committed almost €614m, €174m of which was €440m currently awaiting regulatory approval. A centrepiece of these developments has been our increased exposure to exciting new frontiers including Latin America and Southern Europe, as well as adding signifi cantly to our insulation technology via the Synthesia business. In addition to these acquisitions we also invested a net amount of €85.6m in capital expenditure with a strong emphasis on the organic global roll-out of our Insulated Panels and Insulation Boards businesses.
We continue to make progress on our internal and ongoing environmental agenda and reached a Net Zero Energy level of 69%, which brings us a sizeable step closer to our 2020 target of achieving 100% across the globe.
Our strategic agenda is focused on the four pillars of Innovation, Globalisation, Penetration and Net Zero Energy. 2017 once again delivered notable advancements in all four areas:
→ Product Innovation and range expansion progressed across the Group, the most signifi cant of which is the ongoing roll-out of QuadCore™ now available from approximately half of our Insulated Panel facilities worldwide. 4% of our Insulated Panel volume sold globally contained this unique formulation. The Kooltherm® 100 Series was launched in 2016 and has made signifi cant progress. Work has already begun on a 200 Series. These technologies are distinct in how they can address the ever-increasing fi re performance demands of insulation systems, without having to compromise on the weight, moisture and thermal defi ciencies of traditional fi brous insulation. Kingspan's products are among the most independently fi re tested insulation systems in the world, having carried out more than 1,800 external fi re tests to national and international standards for compliance across global regulatory regimes.
USA Salesforce Tower
Fire Rating: Porcelain: non-combustible in accordance with ASTM E136; Class A fl ame spread rating in accordance with ASTM E84. Teak: combustible
— Access Floors: Dragon Black Porcelain/Teak Plank Wood, Hybrid Panels —
Business & Strategic Report Chief Executive's Review
its sources become increasingly important challenges for businesses, so do products that can enable them to manage their environmental footprint more eff ectively. Buildings consume approximately 40% of energy globally, and building design is therefore undergoing a comparable evolution to that already underway in the automotive world. As this pattern and trend deepens, so will the penetration of materials that facilitate this evolution. Kingspan's solutions are ideally positioned to play a key role in this dynamic.
—
2017 was a generally positive year for our Insulated Panels businesses across Continental Europe, setting aside the infl ationary challenges faced. Volumes in Germany were fl at over the period, and weaker towards year-end as we gave up some market share in pursuit of raw material recovery. France had a particularly strong year for the Joris Ide brand and our business in the Netherlands performed well through most of the year. It was also a year of signifi cant progress in the Nordics where the penetration rate for high performance insulation solutions is relatively low, and further growth will be facilitated by our new QuadCore™ insulated panel line which was commissioned in Finland during the year. Volumes in much of Central Europe were healthy although it was one of our more diffi cult markets from which to recover chemical cost infl ation.
Order intake by volume in the US grew by low double digits in 2017, compensating somewhat for weaker activity in Canada, the latter owing itself to lower volume in the western region and Alberta as well as intensifi ed competition in cold storage applications. Sales of architectural solutions were positive once again, particularly Dri-Design® which has now been launched in other markets across the world and will be produced in both the UK and Continental Europe. 2017 marked a step-change to our position in Latin America where we now have a manufacturing presence in Mexico, Colombia and four facilities across Brazil. Early indications from these partnerships in South America have been most encouraging.
The year started well for Insulated Panels in the UK and then tapered off considerably towards year-end as a decreasing number of large scale non-residential projects came to the market. That said, large scale online distribution centres featured prominently through 2017 and are likely to do so during the current year. Dri-Design® has started well in the UK and its project pipeline in the medium and high rise segments is encouraging as this segment undergoes a shift in the type of external façades used. Encouraging also was the success of QuadCore™ which reached penetration of 15% in its second full year in the UK, and is targeted to reach a run-rate of greater than 40% by the end of 2018. We anticipate this underlying progress to continue which will somewhat protect the business in the UK as it heads into a more diffi cult phase with general confi dence ebbing, and inward investment waning as the government wades its way through its Brexit quagmire. Once certainty is restored, whenever that may be, demand should recover.
This region experienced many challenges in 2017, not least the predictable weakness experienced in Turkey. The project pipeline is very healthy, particularly so in the aviation sector where in 2018 and 2019 a number of sizeable projects are expected to come to market. Australia was impacted by capacity expansions by competitors, the pressures from which should ease over-time as the penetration drive towards high performance continues. The New Zealand market continues to deliver well for Kingspan.
The market in Ireland has progressed well in recent years as the economy recovers and growth in building resumes although the non-residential sector was broadly fl at year on year. Tangible progress is being made on QuadCore™ and Dri-Design® specifi cations, both of which will be key dimensions of the Irish business in the future.
Business & Strategic Report Chief Executive's Review
—
UK
2017 was an outstanding year for the Insulation Boards division with overall revenue ahead by 12%. This pattern was refl ected similarly in the UK where the combination of price infl ation, single digit volume growth and a sharp shift in mix towards Kooltherm® all combined to deliver a record year. The increase in Kooltherm® was partly facilitated by the tightness in supply of PIR board and also by the increasing demand for high fi re performing solutions. Kooltherm® has the advantage of achieving this without compromising on thermal and space optimisation that traditional insulations tend to suff er from. We expect this trend to continue which should drive further growth in the new generation Kooltherm® 100 Series.
Mainland Europe
Our business continued to progress well across Continental Europe, despite the raw material pressures endured. Kooltherm® again stood out and growth was particularly evident in the Netherlands, Belgium, Germany and in the Nordics. Available capacity is tight and as a result we plan to build a greenfi eld facility in the Nordics over the course of this year and next which will support further penetration growth in that region as well as freeing up capacity to further
our share in Western Europe.
Americas
During the year our new XPS insulation facility was commissioned in Winchester VA which doubles our capacity for this type of insulation board in North America. The plant only came properly on stream late in the year and, as a result, revenue was only marginally up over prior year. 2018 should see a resumption of growth as we enter new applications with an extended product range through the recent investment. A key strand of this strategy will encompass exploring end-market synergies that can be achieved using our Insulated Panel infrastructure as an additional
channel for XPS board.
The market for rigid insulation in the Middle East is relatively embryonic and, as such, has low levels of penetration. Ducting applications are the exception to this and Kingspan's position in this segment has advanced notably in recent years. Our building insulation range also received a boost with the addition of a new manufacturing line in 2017. This in combination with Kooltherm®, leaves us well positioned for growth over the medium term.
A new Kooltherm® facility was commissioned during the year in Melbourne which now provides the means to better service the Australasian region, which was heretofore supplied from Ireland. This market has become highly competitive in recent times as a result of a number of PIR capacity additions in the region.
2017 was a positive year for Kooltherm® in Ireland as the conversion towards higher performance insulation continued to advance. As well as the growth in the residential segment, the conversion was also facilitated somewhat by a market shortage of PIR board during the year. This has alleviated in more recent weeks. €769.4 2016: €688.1
Trading Profi t €91.2 m +16%
Trading Margin 11.9% +50bps 2016: 11.4%
20 21
Business & Strategic Report Chief Executive's Review
—
2017 was a milestone year for this newly formed division as it further extended its global presence through the addition of CPI Daylighting in North America and Brakel in Europe. Revenue in 2017 reached €204.7m and with the most recent acquisition the 2018 run-rate should be closer to €300m. Trading margin was 7.2%, as planned, and this year we expect it to exceed 8%.
At an organic level Western Europe performed strongly, particularly in Germany and France. Brakel will signifi cantly complement our presence in Western Europe, not only from its product range, but also through its
(1) Comprising underlying +1% , currency -1% and acquisitions +170% (1) Comprising underlying +2%, currency -5% and acquisitions +14%
—
The 2017 outturn at the Environmental division was strong, representing signifi cant progress from a year earlier and continuing the pattern of recent years whereby global expansion and trading margin restoration were key themes.
To that end, revenue reached €179.8m and the trading margin was 9.0%. Much of this performance was driven by the contribution from Australia where the water storage business has performed excellently since acquired a couple of years back, and from the UK where the more traditional product range and service activities performed
Slovakian manufacturing base which is capable of servicing much of the wider division. Together with the extensive site consolidation taking place in our French business to a 30,000m² facility near Lyon, the production infrastructure will, by the end of 2018, have taken a meaningful step forward in Europe. The underlying sales performance in North America was less positive as we gave up share in western US early in the year. This pattern had been reversed by year-end and will benefi t further from site consolidation in 2018 as well as the range expansion provided by the UniQuad® product set at CPI.
well. The Australasian business also benefi tted from the addition of the Rhino rainwater business during 2017.
In contrast, the renewables businesses of solar and wind both had a more challenging trading period and this pattern is likely to prevail for the foreseeable future in Europe and the UK.
— Light & Air: Day-Lite Kapture polycarbonate
— Fire Rating: European class B-s1-d0 to EN13501
UK Baltimore Tower —
Environmental: Kingspan Range Tribune Xe
Kingspan Group plc Annual Report & Financial Statements 2017
—
The UK continued to perform well for much of the year as we supplied contracts awarded earlier in the year, and even some from 2016. The result was satisfactory growth in what increasingly developed into a tougher trading environment in the UK as confi dence levels dipped and order intake followed suit. The impact of this trend will be lower sales volume in 2018. The recently acquired small platform in Belgium provides the division with its fi rst step into Western Europe, and access in particular to the German market. In North America we continued to expand the product off ering with the primary focus on pre-fi nished concrete access fl oors and the data segment product set. These are both key growth opportunities for the business, not alone in North America, but also in Australia which shares similar market characteristics.
During the year we committed to investment of almost €614m on ten acquisitions of which eight were completed in the year, including the acquisition of majority stakes in the leading insulated panel businesses in Brazil and Colombia and three acquisitions in our Light & Air division.
The acquisitions of Synthesia and Balex, detailed earlier in this report, are both subject to regulatory clearance and are expected to complete by the fi rst half of 2018.
2018 got off to a relatively slow start, although the healthy nature of our orderbook in most regions should see that improve through the fi rst quarter. One notable exception to this is the UK, where a sharp deterioration in order placement has been experienced in low rise non-residential projects. This has been evident in our Insulated Panels business where despite the overall project pipeline being stable, postponements have resulted in UK order intake value being down over 15% on prior year. Insulation Board sales in the UK are holding up reasonably well.
More positively, other end markets remain in solid shape overall and the structural conversion to QuadCore™ and Kooltherm® both made signifi cant headway last year, a trend that encouragingly has continued into the current year. This, together with the evolving new frontiers we are currently investing in and the associated acquisitions expected to come on stream during the fi rst half, should provide a counterbalance to the weakening near term UK building environment.
Chief Executive Offi cer
23 February 2018
acquisitions +1% 2 Turnover €185.7 m +1%(1) 2016: €184.3 m ™ Trading Profi t €22.0m -5%
2016: €23.1
m
™ Trading Margin 11.8% -70bps
2016: 12.5%
USA Salesforce Tower
Access Floors: Dragon Black Porcelain/Teak Plank Wood, Hybrid Panels
Fire Rating: Porcelain: noncombustible in accordance with ASTM E136; Class A fl ame spread rating in accordance with ASTM E84. Teak: combustible
The Financial Review provides an overview of the Group's fi nancial performance for the year ended 31 December 2017 and of the Group's fi nancial position at that date.
Business & Strategic Report
24
Group revenue increased by 18% to €3.67bn (2016: €3.11bn) and trading profi t increased by 10.7% to €377.5m (2016: €340.9m) with a decrease of 70 basis points in the Group's trading profi t margin to 10.3% (2016: 11.0%). Basic EPS for the year was 159.0 cent (2016: 143.8 cent), representing an increase of 10.6%.
The Group's underlying sales and trading profi t growth by division are set out below:
| Sales | Underlying | Currency | Acquisition | Total |
|---|---|---|---|---|
| Insulated Panels | +12% | -2% | +7% | +17% |
| Insulation Boards | +15% | -3% | - | +12% |
| Light & Air | +1% | -1% | +170% | +170% |
| Environmental | +2% | -5% | +14% | +11% |
| Access Floors | +4% | -4% | +1% | +1% |
| Group | +11% | -2% | +9% | +18% |
The Group's trading profi t measure is earnings before interest, tax, amortisation of intangibles and non trading items:
| Trading Profi t | Underlying Currency | Acquisition | Total | |
|---|---|---|---|---|
| Insulated Panels | -1% | -2% | +7% | +4% |
| Insulation Boards | +20% | -4% | - | +16% |
| Light & Air | +75% | -1% | +237% | +311% |
| Environmental | +35% | -5% | +13% | +43% |
| Access Floors | -1% | -4% | - | -5% |
| Group | +6% | -3% | +8% | +11% |
The key drivers of sales and trading profi t performance in each division are set out in the Business Review.
The Board has proposed a fi nal dividend of 26.0 cent per ordinary share payable on 27 April 2018 to shareholders registered on the record date of 23 March 2018. When combined with the interim dividend of 11.0 cent per share, the total dividend for the year increased to 37.0 cent (2016: 33.5 cent), an increase of 10.4%.
The primary method of pension provision for current employees is by way of defi ned contribution arrangements. The Group has two legacy defi ned benefi t schemes in the UK which are closed to new members and to future accrual. In addition, the Group assumed a number of smaller defi ned benefi t pension liabilities in Mainland Europe through acquisitions completed in recent years. The net pension liability in respect of all defi ned benefi t schemes was €13.6m (2016: €14.1m) as at 31 December 2017.
Intangible assets and goodwill increased during the year by €104.0m to €1,186.0m (2016: €1,082.0m). Intangible assets and goodwill of €173.8m were recorded in the year relating to acquisitions and additions completed by the Group, off set by annual amortisation of €15.7m and a decrease due to year-end exchange rates used to translate intangible assets and goodwill other than those denominated in Euro.
The Group has a set of fi nancial key performance indicators (KPIs) which are set out in the table overleaf. These KPIs are used to measure the fi nancial and operational performance of the Group and are used to track progress continually and also in achieving medium and long term targets.
Finance costs for the year increased by €1.6m to €15.9m (2016: €14.3m). A net non-cash credit of €0.6m (2016: charge €0.1m) was recorded in respect of swaps on the Group's USD private placement notes. The Group's net interest expense on borrowings (bank and loan notes) was €16.1m (2016: €14.1m). This increase refl ects higher average gross and net debt levels in 2017, due to acquisition spend, off set by favourable fi nancing initiatives undertaken over the course of 2016 and 2017. The interest expense is driven extensively by gross debt balances with cash yields negligible in the current environment.
The tax charge for the year was €60.6m (2016: €58.5m) which represents an eff ective tax rate of 17.5% (2016: 18.6%). The decrease in the eff ective rate refl ects, primarily, the change in the geographical mix of earnings year on year and reductions in certain territorial tax rates.
The Group established a new division, Kingspan Light & Air, encompassing the Group's daylighting and natural ventilation activities eff ective from 1 January 2017. In 2016, this activity was reported within the Insulated Panels division with full systematic separation and divisional management eff ective from the 2017 fi nancial year.
Dalmunach Distillery
Insulated Panels: Wall: KS1000 MR (Micro Rib). Roof: KS1000 RW
Fire Rating: When tested as part of a system all products are LPCB and FM Approved
| Key performance indicators | 2017 | 2016 |
|---|---|---|
| Basic EPS growth | 11% | 35% |
| Sales growth | 18% | 12% |
| Trading margin | 10.3% | 11.0% |
| Free cashflow (€m) | 198.5 | 206.6 |
| Return on capital employed | 17.8% | 17.3% |
| Net debt/EBITDA | 1.05x | 1.06x |
| 2017 | 2016 | |
|---|---|---|
| Insulated Panels | 10.0% | 11.2% |
| Insulation Boards | 11.9% | 11.4% |
| Light & Air | 7.2% | 4.7% |
| Environmental | 9.0% | 7.0% |
| Access Floors | 11.8% | 12.5% |
| Free cashflow | 2017 | 2016 |
|---|---|---|
| €m | €m | |
| EBITDA* | 441.7 | 404.1 |
| Non-cash items | 9.4 | 12.4 |
| Movement in working capital | (85.3) | (53.1) |
| Pension contributions | (0.9) | (2.9) |
| Movement in provisions | (2.4) | 13.7 |
| Net capital expenditure | (85.6) | (103.1) |
| Net interest paid | (16.8) | (14.2) |
| Income taxes paid | (61.6) | (50.3) |
| Free cashflow | 198.5 | 206.6 |
*Earnings before finance costs, income taxes, depreciation, amortisation and non trading items.
Working capital at year-end was €477.8m (2016: €382.7m) and represents 13.0% (2016: 12.3%) of annual turnover. This metric is closely managed and monitored throughout the year and is subject to a certain amount of seasonal variability associated with trading patterns and the timing of significant purchases of steel and chemicals. The increase year on year reflects, primarily, the working capital investment associated with year on year sales growth and the working capital in acquired businesses.
calculated as operating profit divided by total equity plus net debt, was 17.8% in 2017 (2016: 17.3%). The creation of shareholder value through the delivery of long term returns well in excess of the Group's cost of capital is a core principle of Kingspan's financial strategy. The increase in profitability together with the deployment of further capital has maintained returns on capital during the year.
The Insulated Panels division trading margin reflects, primarily, the impact of higher raw material prices year on year and the associated lag in recovery. The trading margin improvement in the Insulation Boards division reflects a positive Kooltherm® mix driven by constrained availability of other rigid insulants due to raw material shortages. The increase in the Environmental trading margin reflects a tighter product set, a widening of the geographical base, growth in rainwater harvesting activity in Australia and an improvement in the UK. The improved trading margin in Light & Air reflects the higher level of activity year on year together with structural improvements to the cost base. The decrease in trading margin in Access Floors reflects a subdued sales performance during the year and the geographic market mix of sales year on year.
(d) Free cashflow is an important indicator and it reflects the amount of internally generated capital available for re-investment in the business or for distribution to shareholders.
(f) Net debt to EBITDA measures the ratio of net debt to earnings and at 1.05x (2016:1.06x) is comfortably less than the Group's banking covenant of 3.5x in both 2017 and 2016.
The Group monitors a number of nonfinancial key performance indicators to measure progress on critical aspects of the Group's strategy:
(a) Net Zero Energy - The Group's Net Zero Energy agenda is a set of initiatives across the business globally targeting the adoption of 100% renewable energy in aggregate across our manufacturing facilities globally by 2020. In 2017 we achieved 69%, a significant increase on the 57% achieved a year earlier, and we remain on target to achieve our 2020 target.
Business & Strategic Report Financial Review
On 24 November 2017 the Group acquired Brakel Group, a Dutch based operation in the Light & Air sector with annual revenues in the year to 31 December 2016 of €68m. The consideration paid in cash on completion was €73.3m.
On 27 September 2017 the Group acquired 51% of Isoeste Construtivos Isotermicos S.A. ("Isoeste"). The amount payable in cash on completion was €41.8m and a further maximum amount of €33.2m may become payable contingent on the future earnings performance of the business.
On 2 August 2017 the Group acquired 100% of CPI Daylighting Inc. ("CPI"), a US based daylight business. The amount payable in cash on completion was €38.6m.
In addition, the Group made fi ve smaller acquisitions during the year in the Insulated Panels, Environmental, Light & Air and Access Floors divisions for an aggregate cash consideration of €20.2m.
The Group funds itself through a combination of equity and debt. Debt is funded through syndicated and bilateral bank facilities and private placement loan notes. The primary bank debt facility is a €500m revolving credit facility, which was undrawn at year-end and which matures in June 2022. As at 31 December 2017, the Group's committed bilateral bank facilities were €50m, none of which was drawn. Private placement loan note funding net of related derivatives totals €633.2m. The weighted average maturity of the notes is 6.5 years, including a new private placement of €175m completed on 8 December 2017. This was drawn on 31 January 2018.
The Group had signifi cant available undrawn facilities and cash balances which, in aggregate, were c.€901m at 31 December 2017 and provide appropriate headroom for ongoing operational requirements and development funding. €440m of this headroom is expected to be utilised to complete the Synthesia and Balex acquisitions detailed above.
Net debt increased by €36.0m during 2017 to €463.9m (2016: €427.9m). This is analysed in the table below:
The majority of Group borrowings are subject to primary fi nancial covenants calculated in accordance with lenders' facility agreements:
The performance against these covenants in the current and comparative year is set out below:
| 2017 | 2016 | ||
|---|---|---|---|
| Covenant | Times | Times | |
| Net debt/EBITDA | Maximum 3.5 | 1.05 | 1.06 |
| EBITDA/Net interest | Minimum 4.0 | 27.8 | 28.3 |
Investor relations
Kingspan is committed to interacting with the international fi nancial community to ensure a full understanding of the Group's strategic plans and its performance against these plans. During the year, the executive management and investor team presented at four capital market conferences and conducted 337 institutional one-on-one and group meetings.
The Company's shares traded in the range of €25.80 to €37.00 during the year. The share price at 31 December 2017 was €36.41 (31 December 2016: €25.80) giving a market capitalisation at that date of €6.5bn (2016: €4.6bn). Total shareholder return for 2017 was 42.7%.
The Group operates a centralised treasury function governed by a treasury policy approved by the Group Board. This policy primarily covers foreign exchange risk, credit risk, liquidity risk and interest rate risk. The principal objective of the policy is to minimise fi nancial risk at reasonable cost. Adherence to the policy is monitored by the CFO and the Internal Audit function. The Group does not engage in speculative trading of derivatives or related fi nancial instruments.
Chief Financial Offi cer
23 February 2018
consecutive year the Group participated in the Carbon Disclosure Project (CDP) and we are one of only 120 companies to make the global 'A List'.
The ongoing development of the Group's high performance insulation and building envelope proposition is the bedrock of the Group's continuing success. During 2017, the Insulated Panels division further extended its QuadCore™ technology following an intensive R&D eff ort and the initial launch in 2015.
The Insulation Boards division made further progress in advancing its next generation Kooltherm® 100 range and in Access Floors the exposed concrete fi nish product progressed well in 2017.
During 2017, Kingspan committed to an investment of €613.9m on ten acquisitions. Of the total investment, €173.9m was incurred in cash on completion during the year for eight of these acquisitions with a further aggregate amount of €440m payable in respect of two of the acquisitions, which are expected to complete in the fi rst half of 2018.
On 15 December 2017, the Group announced the proposed acquisition of the Synthesia Group ("Synthesia"). Synthesia gives Kingspan a leading position in both Insulated Panels and Insulation Boards on the Iberian Peninsula and strengthens its presence in Central and South America. The acquisition is conditional on regulatory clearance and is expected to complete in the fi rst half of 2018.
On 15 December 2017, the Group also announced the proposed acquisition of Balex Metal sp.z.o.o. ("Balex"),
| Movement in net debt | 2017 | 2016 |
|---|---|---|
| €m | €m | |
| Free cashfl ow | 198.5 | 206.6 |
| Acquisitions | (168.2) | (254.4) |
| Share issues | 0.2 | 3.2 |
| Repurchase of shares | (1.5) | (1.3) |
| Dividends paid | (61.7) | (48.4) |
| Cashfl ow movement | (32.7) | (94.3) |
| Exchange movements on translation | (3.3) | (5.6) |
| Increase in net debt | (36.0) | (99.9) |
| Net debt at start of year | (427.9) | (328.0) |
| Net debt at end of year | (463.9) | (427.9) |
Ireland Grifols —
As a leading building supplies manufacturer in a highly competitive international environment, Kingspan is exposed to a variety of risks and uncertainties which are monitored and controlled by the Group's internal risk management framework.
Business & Strategic Report
Overall responsibility for risk management lies with the Board who ensures that risk awareness is set at an appropriate level.
To ensure that risk awareness is set at an appropriate level, the Audit Committee assists the Board by taking delegated responsibility for the risk identifi cation and assessment in addition to reviewing the Group's risk management and
internal control systems and making recommendations to the Board thereon.
The chairman of the Audit Committee reports to the Board at each Board meeting on its activities, both in regard to audit matters and risk management. The activities of the Audit Committee are set out in detail in the Report of the Audit Committee on page 73.
Dedicated structures and processes are in place to manage and monitor product quality
› The majority of new products go through a certifi cation process which is undertaken by a recognised and reputable authority (for example, in the UK it is the Building Research Establishment, BRE) including rigorous fi re testing before it is brought to market.
› Our businesses employ quality control specialists and operate strict policies to ensure consistently high standards are maintained in relation to the sourcing and handling of raw materials.
› Quality audits are undertaken at our manufacturing sites.
› Documented and tested product recall procedures are embedded in all our businesses and are regularly reviewed.
› Eff ective training is delivered to our staff .
| Risk and impact | Actions to mitigate |
|---|---|
| Product failure | |
| A key risk to Kingspan's business is the potential for functional failure of our |
controls throughout the business: |
| product which could lead to health, safety and security issues for both our people and our customers. |
before it is brought to market. |
| The Kingspan brand is well established and is a key element of the Group's overall marketing and positioning strategy. In the event of a product failure, the |
and handling of raw materials. |
| Kingspan brand and/or reputation could | |
| be damaged and if so, this could lead to a loss of market share. |
businesses and are regularly reviewed. |
| Business interruption (including IT continuity) | |
| Kingspan's performance is dependent on the availability and quality of its physical infrastructure, its raw material supply chain and its information technology. The safe and |
of production line stoppages. |
| continued operation of such systems and infrastructure is threatened by natural and man-made perils and is aff ected by the level of investment available to improve them. |
event of a shutdown. |
| Any signifi cant or prolonged restriction to its physical infrastructure, the necessary raw materials or its IT systems and infrastructure |
|
| could have an adverse eff ect on Kingspan's business performance. |
|
› We proactively monitor the regulatory and legislative environment.
Kingspan insists on industry leading operational processes and procedures to ensure eff ective management of each facility. The Group invests signifi cantly in a rigorous programme of preventative maintenance on all key manufacturing lines to mitigate the risk
The impact of production line stoppages is also mitigated by having business continuity plans in place to allow for the transfer of signifi cant volume from any one of our 62 plants in the Insulated Panels division or 19 plants in the Insulation Boards division to another in the
In addition, and as part of our consequential loss insurance, Kingspan is subject to regular reviews of all manufacturing sites by external risk management experts, with these reviews being aimed at improving Kingspan's risk profi le.
In an eff ort to reduce Kingspan's exposure to raw material supply chain issues, Kingspan builds strong relationships with a wide range of raw material suppliers to limit the reliance on any one supplier or even a small number of suppliers.
Kingspan's IT infrastructure is constantly reviewed and updated to meet the needs of the Group. Procedures have been established for the protection of this infrastructure and all other IT related assets. These include the development of IT specifi c business continuity plans, IT disaster recovery plans and back-up delivery systems, to reduce business disruption in the event of a major technology failure.
As part of the overall service package, Kingspan provides credit to customers and as a result there is an associated risk that the customer may not be able to pay outstanding balances.
At the year-end, the Group was carrying a receivables book of €625.8m expressed net of provision for default in payment. This represents a net risk of 17% of sales.
Of these net receivables, approximately 76% were covered by credit insurance or other forms of collateral such as letter of credit and bank guarantees.
Each business unit has established procedures and credit control functions around managing its receivables and takes action when necessary.
Trade receivables are primarily managed through strong credit control functions backed up by credit insurance to the extent that it is available. All major outstanding and overdue balances together with signifi cant potential exposures are reviewed regularly and concerns are discussed at monthly meetings at which the Group's executive directors are present.
Control systems are in place to ensure that credit authorisation requests are supported with appropriate and suffi cient documentation and are approved at appropriate levels in
the organisation.
The success of Kingspan is built upon eff ective management teams committed to achieving a superior performance in each division. Failure to attract, retain or develop these teams could have an impact on business performance.
Kingspan, and each of its divisions, is committed to ensuring that the necessary procedures are in place to attract, develop and retain the skill levels needed to achieve the Group's strategic goals. These procedures include strong recruitment processes, succession planning, remuneration reviews, including both long and short term incentive plans, and career development plans.
Kingspan is potentially exposed to fraudulent activity, with particular focus on the Group's online banking systems, online payment procedures and unauthorised access to internal systems.
The security processes around the Group's IT and banking systems are subject to review by divisional management and internal audit. These systems are continually reviewed with updates and improvements implemented as required. Relevant IT and security policy documents and related alerts are circulated by Group management to all divisions to ensure a consistent and eff ective approach is taken across the Group.
Acquisitive growth is an important element of Kingspan's development strategy. A failure to execute and properly integrate signifi cant acquisitions and capitalise on the potential synergies they bring may adversely aff ect the Group.
All potential acquisitions are rigorously assessed and evaluated, both internally and by external advisors, to ensure any potential acquisition meets Kingspan's strategic and
fi nancial criteria.
This process is underpinned by extensive integration procedures and the close monitoring of performance post acquisition by both divisional and Group management.
Kingspan also has a strong track record of successfully integrating acquisitions and therefore management have extensive knowledge in this area which it utilises for
each acquisition.
Volatility in the macro environment
Kingspan products are targeted at both the residential and non-residential (including retail, commercial, public sector and high rise offi ces) construction sectors. As a result, demand is dependent on activity levels which may vary by geographic market and is subject to the usual drivers of construction activity (i.e. general economic conditions and volatility, Brexit, political uncertainty in some regions, interest rates, business / consumer confi dence levels, unemployment and population growth).
While construction markets are inherently cyclical, changing building and environmental regulations continue to act as an underlying positive structural trend for demand for many of the Group's products.
The exposure to the cyclicality of any one construction market is partially mitigated by the Group's diversifi cation, both geographically and by product.
The full details of these diversifi cations are set out in the Business Model & Strategy on pages 10 to 13.
Failing to successfully manage and compete with new product innovations, changing market trends and consumer tastes could have an adverse eff ect on Kingspan's market share, the future growth of the business and the margins achieved on the existing product line.
Innovation is one of Kingspan's four pillars to increasing shareholder value and therefore plays a key role within the Group.
There is a continual review of each division's product portfolios at both the executive and local management level to ensure that they target current and future opportunities for profi table growth.
This risk is further mitigated by continuing innovation and compelling marketing programmes. Kingspan also has a deep understanding of changing consumer and industry dynamics in its key markets, enabling management to respond appropriately to issues which may impact business performance.
The Board monitors the Group's risk management systems through this consultation with the Audit Committee but also through the Group's divisional monthly
management meetings, where at least two executive directors are present. The risks and trends are the focus of each division's monthly management meeting, where their performance is also assessed against budget, forecast and prior year. In addition, key performance indicators are used to benchmark operational performance
for all manufacturing sites.
In addition to this ongoing assessment of risk within the divisions, the Audit Committee oversees an annual risk assessment for the Group whereby each divisional management team is formally asked to prepare a risk assessment for their businesses. This assessment involves evaluating groupwide risks, as put forward by the Board, and also presenting additional risks that are specifi c to their business.
While it is acknowledged that the Group faces a variety of risks, the Board, through the processes set out above, has identifi ed the principal risks and uncertainties that could potentially impact upon the Group's short to medium term strategic goals
and these are as follows:
Business & Strategic Report
To be a global leader in sustainable business and establish a leading position in providing ethical, renewable and aff ordable best practice solutions for the construction sector. We know that the built economy has an important part to play in combatting climate change and we pledge to take the lead. Our commitment to sustainability is instilled at every level of the Group and at every step in the manufacturing process.
Corporate Social Responsibility
Environment
Our Operations
| Renewable Energy Usage Renewable energy used (GWh) |
2017 2016 2015 2014 2013 2012 |
328 243 126 88 60 27 |
|---|---|---|
| On-site Energy Generation Renewable energy generated on-site (GWh) |
2017 2016 2015 2014 2013 2012 |
34.5 32.2 24.1 17.3 14.5 6.6 |
| Renewable Electricity Usage Renewable electricity used (GWh) |
2017 2016 2015 2014 2013 2012 |
176.2 164.4 102.3 80.3 58.0 27.4 |
| Carbon Intensity CO2 tonnes per €m of turnover |
2017 2016 2015 2014 2013 2012 |
0.012 0.014 0.034 0.040 0.049 0.053 |
|---|---|---|
| ------------------------------------------------------------ | ---------------------------------------------- | ---------------------------------------------------- |
| Net Zero Energy 69% 2016: 57% |
2 up 12% | |
|---|---|---|
| OUR JOURNEY TO DATE | ||
| Energy Costs Light and heat costs as a % of turnover |
2017 2016 2015 2014 2013 2012 |
0.79 0.88 0.99 1.11 1.14 1.29 |
| Energy | 2017 | 0.13 |
In 2011, Kingspan Group embarked on its own initiative, committing to ensure that all of its facilities worldwide are Net Zero Energy on an aggregate basis by the year 2020.
With over 12,000 employees and 111 manufacturing sites operating across the world, the scale of the challenge is daunting. The Group's rapid growth also adds complexity:
Despite these obstacles, in 2016 the Group over-achieved on its 50% target by 7% while in 2017 the NZE % currently stands at 69%.
35 Kingspan Group plc
—
Kingspan is a gold member of the RE100. RE100 is a collaborative, global initiative of infl uential businesses committed to 100% renewable electricity, working to increase demand for, and delivery of renewable electricity. The private sector accounts for around half of the world's electricity consumption. Switching this demand to renewables will accelerate the transformation of the global energy market and aid the transition to a low carbon economy. RE100 is an initiative of The Climate Group in partnership with CDP, as part of the We Mean
Business coalition.
For the third year running, Kingspan was recognised as a global leader for corporate action on climate change and was awarded a position on the CDP Climate 'A List', the international not-forprofi t organisation measuring the environmental impact of thousands of companies across the globe.
Our operations in the UK have been awarded the Carbon Trust Standard in recognition of our various initiatives to manage and reduce carbon emissions. The Carbon Trust Standard is designed to provide a robust, objective analysis of a company's carbon performance over a number of years. Organisations must be able to display both annual reductions in energy usage over a period of three years, and prove that they have the necessary management procedures, plans and targets to continue to achieve further year-onyear carbon reductions in the future.
—
Our global Net Zero Energy team is responsible for delivering our ambitious 2020 goal, working together to implement new initiatives and identify areas for improvement through our three-step strategy – Save More – Generate More – Buy More.
Improving the energy effi ciency of our operations remains the highest priority across the Group. A wide range of projects were implemented on many sites during 2017 including the following;
A key part of the "Save More" strategy has been employee awareness and training. Implementation of Energy Management Standard ISO 50001 in several of our manufacturing sites has also been eff ective in driving energy effi ciency improvements and increased use of sub-metering has facilitated accurate targeting of energy saving opportunities. Our eff orts to make further improvements will continue in 2018 and we are already working on some signifi cant opportunities that have the capability of delivering over 100,000kWh per annum savings with one opportunity capable of delivering over 1GWh saving per annum.
A particular highlight of our "Generate More" strategy is that 7.3% of our total energy use was generated from renewable sources on our own manufacturing sites. The technologies in use include:
Particular highlights during 2017 were the fi rst full year of generation of the roof mounted solar PV system at our Sherburn site that delivered over 4GWh renewable electricity in 2017 – it's believed to be one of the 5 largest solar PV arrays in the UK. 2017 also saw the fi rst full year of operation of a biomass heat facility at our Pembridge site delivering 1.6GWh renewable heat. A major biomass CHP facility came online at our Portadown site at the end of 2017. The facility is anticipated to generate 4GWh per annum renewable electricity for use on site. We were granted planning permission for up to 1.5MW wind turbine at our Holywell site and anticipate that the machine will be generating over 1.5GWh per annum electricity from the 4th quarter of 2018.
34 Business & Strategic Report
The purchase of renewable energy from the grid is an important part of our strategy. Our preferred option is to purchase certifi ed renewable energy (both electricity and gas) direct from our suppliers but where this is not possible we have made purchases of Guarantees of Origin (GOs) in Europe, Renewable Energy Certifi cates (RECs) in North America and International Renewable Energy Certifi cates (iRECs) in other regions as necessary.
" This is our third year making the CDP 'A List' and we're proud to be one of only two Irish companies to have achieved this challenging standard. Progress towards our goal of operating at Net Zero Energy by 2020 has been key to delivering our reduced environmental impact. Our achievements to date clearly demonstrate the business case behind saving energy, reducing carbon emissions and generating renewable energy on our own sites – often using our own products and solutions. The building sector contributes around 30% of global annual greenhouse gas emissions, which means it has a crucial role to play in helping countries hit the targets set in last year's Paris Agreement."
Waste reduction brings benefi ts through reducing environmental impact and costs. Kingspan is fully committed to reducing the amount of waste sent to landfi ll and is continuously looking at new and innovative ways to reduce the generation of waste and where it is generated to reuse and recycle wherever possible.
In some instances where waste cannot be reused or recycled it is sent to Energy from Waste power production plants in order to avoid landfi ll.
—
Although water is a small proportion of inputs into our operations, we aim to manage the resource in the most responsible manner possible. In general, water is mainly used for general sanitation purposes and Kingspan continues to aim to maximise water conservation through the use of rainwater harvesting and other water saving initiatives such as sensoring systems and water fl ow regulators.
Our Access Floors manufacturing site in Red Lion US is one of the largest consumers of water in the Group and in 2017 the conservation of water amounted to 1.2 million gallons (which is 67% of total usage) through water recycling.
Corporate Social Responsibility
Kingspan started over 50 years ago with a simple mission to always work to make building better. Our Insulated Panels feature the most advanced, high performance insulation cores, off ering superior thermal performance in any climate.
Approximately 30% of global greenhouse gas emissions are attributable to buildings. Every year, Kingspan insulation systems signifi cantly reduce energy usage, carbon emissions and building operational costs in over 70 countries across the globe.
In 2017 Kingspan Insulated Panel and Insulation Board products, in use in the built environment, saved 176.1 million MWh of energy, 34.87 million tonnes of CO2 and €4.9bn of costs.*
At Kingspan, our vision is to be a global leader in sustainable business, and establish a leading position in providing sustainable, renewable and aff ordable solutions for the construction sector. Kingspan is committed to producing products that consume less energy and emit less carbon and therefore reduce the impact buildings have on our environment.
We have conducted more than 1,800 external fi re tests to national and international standards for compliance across global regulatory regimes. Only those that can achieve rigorous standards are recommended for use in sensitive applications.
During our research, the importance of system testing rather than material testing has been proven numerous times. Large-scale system testing underpins the fi re safety credentials of Kingspan's high performance closed cell rigid insulation products and systems, including BS 8414; LPS 1181 and 1208; FM 4470, 4471, 4880, 4881, 4882 and 4924; EN 1364, 1365 & 1366: IS0 13784; LEPIR II; SP Fire 105 & NFPA 285.
36 Business & Strategic Report 36
QuadCore™ Technology is a high performance closed-cell rigid insulation solution off ering a unique combination of fi re performance certifi cation when used as a core in our insulated panel systems including FM 4882 (the FM Global insurance standard for smoke sensitive occupancies), providing enhanced 'reaction to fi re' and 'fi re resistance' performance.
The Kooltherm® range of insulation boards and KoolDuct pre-insulated ductwork are manufactured with a phenolic insulation core, which has been proven through a rigorous program of testing to off er superior fi re and smoke performance to other commonly used rigid thermoset insulants.
Some products from the Therma range of PIR fl at and tapered roofi ng products have achieved FM 4470 certifi cation.
Kingspan Insurer Certifi ed insulated panels and premium performance rigid thermoset phenolic insulation boards and products can achieve high levels of reaction to fi re performance in tests specifi ed for regulatory purposes, large scale tests developed by the insurance industry and large scale tests developed by other organisations including ISO, British Standards Institute (BSI), ASTM and the National Fire Protection Agency (NFPA).
Kingspan has numerous façade systems that have successfully passed large scale façade tests around the globe including NFPA 285, LEPIR II, SP Fire 105 and BR135 to BS 8414. We therefore have systems that are suitable for high-rise buildings. Going forward we believe that large scale system testing is the most appropriate fi re performance benchmark to ensure safe building envelopes.
Independently researched real fi re case studies have proven the performance of Insurer Certifi ed insulated panel systems and Therma roofi ng boards across the world. We have been building up a comprehensive library of real fi re case studies over the years.
For fi re performance and test results for the full Kingspan range, please refer to the relevant Kingspan literature, which is available on our websites and outlined in our various fi re brochures.
Corporate Social Responsibility
Taking nineteen million cars off the road
Up to 4.3 times the annual electricity consumption of Greater London
Over one hundred million barrels of oil
100m
of sixty-one power stations
Fire Performance Certifi cation of products and systems incorporating Kingspan's high performance closed cell rigid insulation cores.
Kingspan Kooltherm® and KoolDuct products can achieve:
Kooltherm® can achieve:
KoolDuct is the only premium performance pre-insulated ductwork in the world to be UL Listed as a Class 1 Air Duct, to Standard for Safety UL 181.
—
Kingspan takes the issue of fi re safety extremely seriously. We have been researching and testing the performance of our products for decades to fi nd suitable solutions for even the most demanding projects.
Insulated Panels Project:
Project T Distribution Centre
Location: Kettering, UK
Products: Insulated Panel – Trapezoidal Wall & Roof Panel
Fabrications – Flashings
Daylighting – Kingspan Day-Lite Trapezoidal
Fire Rating: When tested as part of a system all roof and wall panels are LPCB and FM Approved.
Environmental
Project: Flood Monitoring collaboration
Location: Dublin, Ireland
Products: Flood and Water Level Monitoring
The project involved a distribution centre, constructed on a remediated brownfi eld site in Kettering close to the M1 motorway and major road networks. Spanning 1.1 million square feet, with an additional 3-level mezzanine, it was vital that the facility was not only completed as quickly as possible to allow the occupier to move in, but that it was built to last. To ensure the high quality and durability required, the complete building envelope comprised a bespoke, fullyintegrated Kingspan building envelope system including roof and wall panels, specialist fabrications, daylighting and rooftop solar PV. This holistic approach, with a clear focus on using sustainable materials, has helped to ensure the project was delivered on time and achieved its target BREEAM (BRE Environmental Assessment
Method) rating of 'Very Good'.
The insulated panel systems installed on the project are manufactured to meet the BRE Green Guide to Specifi cation designation of 'longlife' with a sustainability rating of A+; requiring little maintenance and off ering full recyclability at the end of their life. The use of Kingspan Insulated Panels' products contributed directly towards credits within the materials section of the BREEAM methodology. Their performance also counts towards the overall energy performance of the building.
Kingspan Day-Lite Solutions and Rooftop Solar PV were incorporated into the roof system, making the most of the vast surface area. These elements helped the project meet its pledge to include 10% daylight into the warehouse space and to meet at least 10% of the energy demand with renewable energy generation. The 1,680 module solar array of 437kWp of Kingspan Rooftop Solar PV panels will supply electricity straight to the building for immediate use. The expected annual generation is 387,182 kWh.
The project is an example of what can be achieved by taking a holistic approach to constructing industrial buildings.
Project: 350 Mission Street, San Francisco, California
San Francisco, California, USA Products: Access Floors –ConCore® 1250
and 2500 Panels in Wood, Multi-piece Porcelain & Carpet fi nishes
Porcelain: non-combustible in accordance with ASTM E136; Class A fl ame spread rating in accordance with ASTM E84. Teak: combustible
Dublin City University Water Institute and Kingspan, with support from Dublin City Council, have joined forces to develop an aff ordable smart sensor network for water level monitoring which will help provide solutions to the wide-scale fl ooding witnessed across the country in recent years.
The low-cost sensors developed by Kingspan have been deployed at a number of locations on the River Dodder, with the data being analysed by DCU Water Institute. The groundbreaking technology has real time capability and an app that can be easily downloaded and accessed
by end users. When river waters rise to a certain level, sensors send out a warning alert, via SMS, to a local business owner, farmer or householder in a vulnerable area.
The aff ordability of the sensor means that it is scalable and can be used as part of a nationwide network of sensors which can be widely deployed to measure water levels in a series of locations to predict fl oods and heightened water levels that may occur after bouts of heavy rainfall.
Data collected from the sensors can provide vital information in relation to the behaviour of our rivers, how they fl ow and how these fl ows are aff ected by rainfall. Past heavy rainfall events can be analysed to reveal the eff ect on water levels at various points in the catchment. When used as a predictive tool, this data can allow authorities and individuals to react pre-emptively, rather than reactively, to predicted heavy rainfall.
350 Mission Street represents the new headquarters of cloud computing giant Salesforce. At 492,000 square feet, 350 Mission Street is San Francisco's fi rst LEED Platinum highrise, and a focus on sustainability was the driving factor behind every decision made on the project. Installing an underfl oor air distribution system beneath a Tate raised access fl oor was one of a combination of strategies that will help lower energy costs at 350 Mission Street by about one third. Underfl oor air distribution allowed for 100% fi ltered outside air to be brought into the building and distributed in an energy effi cient
method, and running power and cable through the plenum allowed for the creation of a greater fl oorto-ceiling height which increased overhead space for employees and allowed for larger windows for improved daylighting.
The developer, Kilroy Realty, describes the goal of the project as the creation of a "high-performance work environment" in every aspect from employee performance to optimised environmental standards. One of the key factors in achieving these goals was the utilisation of underfl oor service distribution.
Annual Report & Financial Statements 2017
40 Business & Strategic Report 40
→ Actively engage with and make positive contributions to the communities we belong to.
→ Support a broad range of charitable causes.
Kingspan has a strong reputation for health and safety in the workplace and takes seriously its responsibility for staff welfare. Every facility within the Group adopts a suite of good health and safety management systems designed to protect employees and visitors to its sites from injury and ill-health.
In 2017 our largest Insulated Panel manufacturing facility in Holywell, North Wales received the Royal Society for the Prevention of Accidents (ROSPA) President's Award for the fi rst time, having achieved ten consecutive ROSPA gold awards. ROSPA honours organisations that have proved their ongoing commitment to raising health and safety standards in the workplace.
Kingspan is committed to providing equal opportunities from recruitment and appointment, training and development to appraisal and promotion opportunities for a wide range of people, free from discrimination or harassment, and in which all decisions are based on work criteria and individual performance. We see diversity and inclusiveness as an essential part of our productivity, creativity and innovation.
Attracting, developing and retaining talent plays a signifi cant role in driving and delivering our growth strategy. This commitment has been strengthened by establishing a people and leadership team to co-ordinate our approach to graduate recruitment and development and leadership programmes across the Group. In addition, a Talent Forum takes place annually with the executive leadership team to identify talent and succession gaps for critical and senior roles over the next 12 months and beyond.
Kingspan recognises our role in ensuring our companies are rooted in the communities in which we operate. We do this in a number of ways: through community funding, through community volunteering, and through partnerships with schools and colleges.
Our business have supported a wide variety of local projects from hurricane relief in Louisiana USA to adopting a lion in Budapest Zoo, and our employees have fundraised for many charities from a football match in aid of Macmillan Cancer to a Christmas jumper day in Dubai. Below are the stories from just some of the many projects Kingspan and its employees have supported.
David Crosby lives close to Kingspan's headquarters in Kingscourt, and tells an inspiring story of running the 2017 New York City marathon that is truly remarkable. 20 months after
undergoing a double lung transplant, David demonstrated the success of his operation by completing the gruelling course, using his challenge to raise awareness of organ donation and Idiopathic Pulmonary Fibrosis (IPF), which he was diagnosed with in 2015.
David sadly lost three siblings to lung disease when he was young, so the marathon adventure was made all the more emotional by the fact that he was joined on the course by his mother Kathleen and wife Katie. In all a team of 14 (mostly from Kingscourt) completed the 26.2 mile course, including Professor David Healy, Consultant Cardiothoracic surgeon on the Mater Hospital's transplant team.
"It was such an amazing and emotional experience," says David.
"17 miles into the race my legs were starting to act up and I wasn't sure if I would make it. One of the lads I was running with gave me notes that
my 3 children had written for me, and I read them as I started to run again. That helped me forget the pain and with the support of the crowd there was no chance I wasn't going to fi nish."
The group completed the marathon to raise funds for Cystic Fibrosis Ireland and to benefi t the Lung Transplant Unit at the Mater Hospital where David underwent his treatment. Although a former county footballer David never saw himself running a marathon, but is now contemplating whether he might become the fi rst lung transplant recipient to complete the "Big 6" major marathons. Just Tokyo, Boston, London, Berlin and Chicago to go!
Kingspan supported David and his team in the NY marathon, and helped him raise over €60,000 in fundraising.
"The group completed the marathon to raise funds for Cystic Fibrosis Ireland and to benefi t the Lung Transplant Unit at the Mater Hospital where David underwent his treatment."
An assessment of leadership potential was conducted in 2017 which highlighted the strengths and development priorities for existing and new talent across the Group. This led to a number of Group supported leadership programmes to assist those identifi ed to drive and enhance their individual and collective performance.
A new Global Leadership Development programme was successfully set up in 2017 in partnership with IMD Switzerland. Thirty executive leaders across the Group participated in this intensive two module programme with a week on the IMD campus in Lausanne followed by a second module held in the Kingspan Stadium in Belfast, Northern Ireland. A new programme for emerging leaders in Kingspan Group will be launched in 2018 known as PEAK – Programme for Executive Acceleration in Kingspan.
Following the success of the newly launched "Yours to Shape" graduate programme in 2017, a second cohort of recently recruited graduates to our global businesses commenced a 12 month development programme in October 2017. This programme follows key components of the previous programme including modules on personal eff ectiveness, innovation, key functional activities and site visits culminating in project presentations to the Group Chief Executive and members of the leadership team in September 2018.
View graduate success stories at www.kingspan.com/group/ careers/graduates
Corporate Social Responsibility
Our People Corporate Social Responsibility
Our Communities 42
Business & Strategic Report Corporate Social Responsibility
Preparing children for the world of work and giving them the confi dence to fulfi l their dreams is the goal of the Junior Achievement Ireland (JAI) programme. JAI works with companies all over Ireland to fi nd volunteers who will go into primary and secondary schools and act as role models providing guidance to children about what they need to succeed in the workplace.
Last year over 63,000 students in 526 schools benefi ted from JAI courses. JAI places strong emphasis on the STEM subjects (Science, Technology, Engineering and Maths), particularly working to improve the participation of girls in these subjects.
Across counties Cavan and Monaghan, 13 Kingspan volunteers worked with 13 diff erent schools in the school year of 2016/17 to help deliver JAI programmes. The programme is a win-win for both parties, with the Kingspan volunteers enjoying the opportunity to share their knowledge with the next generation and help support education in the local community.
"Having a local company like Kingspan engaged with the programme is a huge benefi t to us, and with its heritage in engineering and manufacturing excellence it's exactly the sort of business we want to have involved" says Patricia Friel, JAI Development Offi cer.
"Karen was very interesting to listen to and made learning enjoyable. She let us build rockets and helped us learn about how to make them go further. She also got us to think about the jobs we would like to have in the future".
1st year student, Coláiste Dún an Rí
Kingspan has supported the JAI programme since 2003.
In rural Uganda access to clean and safe drinking water is not always easy. How can primary school children be expected to learn and thrive when the water source at their school may lead to sickness and spread disease? That's where the work of the Cotton On Foundation has made a diff erence, installing giant water tanks to capture and store rainwater safely in seven schools attended by over 5,000 children. The safe water project has also provided tanks for a health centre that services 500-600 patients
per month.
With over 90% of child deaths being caused by diarrheal diseases directly linked to contaminated water and lack of sanitation, the work of the Foundation has made a real change in the Lwengo and Rakai Districts of Southern Uganda.
The Foundation now has plans to install tanks to help over 4,000 children in three additional communities in 2018, all as part of its wider goal to create 20,000 quality educational places by 2020.
"Some of the children in the schools we service would have to walk three or four miles for clean water. Now they can just step out of school and fi ll up their bucket."
The water tanks for these projects were supplied by Rhino Water Tanks, part of the Kingspan Environmental business in Australia.
Modern Slavery
Slavery and human traffi cking are abhorrent crimes and we all have a responsibility to ensure that they do not continue. At Kingspan we pride ourselves on conducting our business ethically and responsibly. The Modern Slavery Act 2015 became UK legislation and required all large UK companies and businesses who supply goods or services in the UK to publish a slavery and human traffi cking statement each fi nancial year on their website.
Kingspan is fully committed to ensuring that modern slavery is not taking place in our business or any of our supply chains. We adopted and published our policy statement at the end of 2016 and all our businesses are responsible for ensuring supplier compliance with the legislation.
Kingspan engages with its supply chain to minimise the environmental impact of its raw materials, using its purchasing power to bring about lasting and positive change. Kingspan has developed an ethical and procurement strategy for procuring materials and services in a sustainable way, and we seek to build and maintain long term relationships with key suppliers and contractors to ensure that they are aligned to the same standards. Many of our suppliers are accredited to ISO 9001, ISO 14001 and OHSAS 18001, which cover quality, environmental and health and safety management systems.
Everything that our customers experience with Kingspan matters to us. Whether it's the performance of our product solutions, the responsiveness of our service teams or the effi ciency of our deliveries, we strive to provide a positive experience to all our customers.
To help us achieve our strategic goal we have introduced four key commitment areas into our businesses on which we are focusing as part of our customer excellence programme:
Corporate Social Responsibility
Governance
Our
Policies
44 45 Kingspan Group plc
Kingspan has implemented a strong governance framework which supports the eff ective and prudent management of the business, and helps drive the long-term success of the Group.
During the year the Board committees have continued to work eff ectively. The reports of the Audit and Remuneration Committees are set out in this Annual Report, and provide details of each committee's membership and activities during the year.
The Audit Committee has focused in particular on the management and control of risks throughout the business, and on the Group's fi nancial reporting particularly in the context of acquisitions made during the year. At the same time, the Remuneration Committee has ensured that the executive directors' pay is properly aligned with the Group's performance, shareholders' interests and the long-term success of the Group. The Nominations Committee has continued to assess the mix of the skills and experience on the Board.
The Board as a whole has reviewed the Annual Report and Financial Statements, and is pleased to confi rm that they consider the report and fi nancial statements, taken as a whole, are fair, balanced and understandable.
This report describes how Kingspan has applied the principles of good governance of the UK Corporate Governance Code (April 2016), and the Irish Corporate Governance Annex, throughout 2017.
Eugene Murtagh Chairman
On behalf of the Board, I am pleased to present the Directors' Report to the shareholders of Kingspan Group plc.
Netherlands
Annual Report & Financial Statements 2017
46
| Chairman | |
|---|---|
| Eugene Murtagh (Age 75) Ireland |
Eugene Murtagh is the non-executive Chairman of the Group. Key skills & experience: He founded the Kingspan business in 1965 and, as CEO until 2005, he led its growth and development to become an international market leader. He has an unrivalled understanding of the Group, its business and ethos, and brings to the Board his leadership and governance skills. Committees: Nominations (20 years, chair). |
| Chief Executive Offi cer | |
| Gene M. Murtagh (Age 46) Ireland |
Gene Murtagh is the Group Chief Executive Offi cer. He was appointed to the Board in November 1999. Key skills & experience: He was previously the Chief Operating Offi cer from 2003 to 2005. Prior to that he was Managing Director of the Group's Insulated Panel business and of the Environmental business. He joined the Group in 1993, and has a deep knowledge of all of the Group's businesses and the wider construction materials industry. Committees: Nominations (10½ years). |
| Executives | |
| Geoff Doherty (Age 46) Ireland |
Geoff Doherty is the Group Chief Financial Offi cer. He joined the Group, and was appointed to the Board, in January 2011. Key skills & experience: Prior to joining Kingspan he was the Chief Financial Offi cer of Greencore Group plc and Chief Executive of its property and agribusiness activities. He is a qualifi ed chartered accountant, with extensive experience of capital markets and fi nancial management in an international manufacturing environment. |
| Russell Shiels (Age 56) United States of America |
Russell Shiels is President of the Group's Insulated Panels business in the Americas and the Group's global Access Floors business. He joined the Board in December 1996. Key skills & experience: He has experience in many of the Group's key businesses, and was previously Managing Director of the Group's Building Components and Raised Access Floors businesses in the UK. He brings to the Board his particular knowledge of the North American building envelope market, as well as his understanding of the offi ce and datacentre market globally. |
| Peter Wilson (Age 61) United Kingdom |
Peter Wilson is Managing Director of the Group's global Insulation Boards business. He was appointed to the Board in February 2003. Key skills & experience: He has been with the Group since 1981, and has led the Insulation Boards division since 2001. He brings to the Board over 30 years' knowledge and experience of the global insulation industry. |
| Gilbert McCarthy (Age 46) Ireland |
Gilbert McCarthy is Managing Director of the Group's Insulated Panels businesses in the UK, Ireland, Western Europe, Middle East and Australasia. He was appointed to the Board in September 2011. Key skills & experience: He joined the Group in 1998, and has held a number of senior management positions including Managing Director of the Off -site division and general manager of the Insulation Boards business. He brings to the Board his extensive knowledge of the building envelope industry, in particular in Western Europe and Australasia. |
Key skills & experience: Helen is a Fellow of Chartered Accountants in Ireland and a member of the Chartered Institute of Marketing. She was formerly a non-executive director of the International Fund for Ireland, Enterprise Equity Venture Capital Group, Crumlin Together Ltd, NI-CO Ltd, and Wireless Group plc. She brings
Committees: Remuneration (9 years, chair), Nominations (9 years), Senior Independent Director.
External appointments: Non-executive director of Dale Farm Co-operative Limited, a member of the Audit Committee of Queen's University Belfast, a non-executive director of the Irish Football Association and
Key skills & experience: She is a registered stockbroker and the Head of Corporate Broking at Goodbody Capital Markets, where she has worked since 2004. Previously she worked at NCB Stockbrokers and Merrill Lynch. She brings to the Board her considerable knowledge and experience in capital markets and corporate governance.
Key skills & experience: He is a chartered accountant, and was formerly Chief Operating Offi cer & Deputy Chief Executive of Ryanair. Prior to joining Ryanair he had experience in a number of diff erent distribution and manufacturing industries, including as Finance Director of the Gowan Group, one of Ireland's largest private companies. He brings his extensive international fi nancial and business experience to the Board and to the
External appointments: Chairman of Fáilte Ireland, Chairman of Hostelworld Group plc, and Non-executive
| Non-Executives | |
|---|---|
| Helen Kirkpatrick M.B.E. (Age 59) United Kingdom Independent |
Helen Kirkpatrick joined the board in June 2007. Institute of Marketing. She was formerly a non-executive director of the International Fund for Ireland, her considerable fi nancial and business acumen to the Board and its committees. Committees: Remuneration (9 years, chair), Nominations (9 years), Senior Independent Director. Committee of Queen's University Belfast, a non-executive director of the Irish Football Association and chairman of Neueda Group. Qualifi cations: B.A., F.C.A. |
| Linda Hickey (Age 56) Ireland Independent |
Linda Hickey was appointed to the Board in June 2013. Committees: Audit (4½ years), Remuneration (2½ years). External appointments: Member of the board of the Irish Blood Transfusion Service. Qualifi cations: B.B.S. |
| Michael Cawley (Age 63) Ireland Independent |
Michael Cawley was appointed to the Board in May 2014. Audit Committee. Committees: Audit (3½ years, chair), Remuneration (3½ years). director of Paddy Power Betfair plc, Ryanair Holdings plc and Gowan Group Ltd. Qualifi cations: B. Comm., F.C.A. |
| John Cronin (Age 58) Ireland Independent |
John Cronin was appointed to the Board in May 2014. He brings valuable legal, corporate governance and capital markets experience to the Board. Committees: Audit (2½ years), Nominations (3½ years). External appointments: None. Qualifi cations: B.A. (Mod) Legal Science, Solicitor in Ireland and England & Wales. |
| Bruce McLennan (Age 53) Australia Independent |
Bruce McLennan was appointed to the Board in June 2015. and corporate planning. Committees: Nominations (½ year), Remuneration (½ year). External appointments: Member of the Australian Takeovers Panel. Qualifi cations: B.Bus, M. Comm. |
| Dr Jost Massenberg (Age 61) Germany Independent |
Dr Jost Massenberg was appointed to the Board in February 2018. brings to the Board his 30 years' experience in European steel and major manufacturing businesses. Committees: None. large private companies. Qualifi cations: PhD Business Admin. |
| Company Secretary | |
| Lorcan Dowd | Lorcan Dowd was appointed Group Company Secretary in July 2005. |
Key skills & experience: He is a qualifi ed solicitor, and partner and former chairman of McCann FitzGerald. He has more than 25 years' experience in banking, structured fi nance and capital markets matters. He is a member of the International Bar Association, and is Vice President of the British Irish Chamber of Commerce. He brings valuable legal, corporate governance and capital markets experience to the Board.
Key skills & experience: He is Managing Director and Co-Head of Advisory at Gresham Advisory Partners Limited. He is also a Member of the Australian Institute of Company Directors, Australian Society of Certifi ed Practising Accountants, and a Fellow of the Securities Institute of Australia. He brings to the Board over 30 years' experience in investment banking, and a broad knowledge of international capital markets and strategic
Key skills & experience: He was Chief Executive Offi cer of Benteler Distribution International GmbH, and was formerly the Chief Sales Offi cer and a member of the executive board of ThyssenKrupp Steel Europe AG. He brings to the Board his 30 years' experience in European steel and major manufacturing businesses.
External appointments: Chairman of VTG Aktiengesellschaft, and a non-executive director in a number of
(Age 49) Ireland
Key skills & experience: He qualifi ed as a solicitor in 1992. Before joining Kingspan he was Director of Corporate Legal Services in PwC in Belfast, having previously worked as a solicitor in private practice.
The Board provides entrepreneurial leadership and sets the governance framework for the Group.
49 Kingspan Group plc Annual Report & Financial Statements 2017
48
Kingspan is the global leader in high performance insulation and building envelope solutions. Kingspan Group plc is a holding company for the Group's subsidiaries and other entities. The Group's principal activities comprise the manufacture and distribution of the following product suites as part of the complete "Building Envelope":
Kingspan is comprised of fi ve (2016: four) key business divisions which are Insulated Panels, Insulation Boards, Environmental, Access Floors and Light & Air.
With eff ect from 2017 Kingspan established a new division, Kingspan Light & Air, comprising Kingspan's existing daylighting and natural ventilation products together with the complementary Essmann and Bristolite businesses which were acquired during 2016 and the CPI and Brakel businesses acquired during 2017. This division is now established as a global leader off ering a full suite of energy effi cient lighting and natural ventilation and smoke management solutions, which perfectly complement Kingspan's other building envelope technologies.
Group turnover for the year ended 31 December 2017 was €3.67bn (2016: €3.11bn), trading profi t was €377.5m (2016: €340.9m), profi t after tax was €285.9m (2016: €255.5m), and earnings per share were 159.0 cent (2016: 143.8 cent). The Consolidated
Income Statement is set out on page 83 and a detailed review of the Group's performance from a fi nancial and operational perspective is contained within the Business & Strategic Report on pages 6 to 43.
An interim dividend of 11.0 cent per share was paid to shareholders on 6 October 2017 (2016: 10.0 cent). The directors are recommending a fi nal dividend of 26.0 cent per share for the year ended 31 December 2017 (2016: 23.5 cent), giving a total dividend for the year of 37.0 cent (2016: 33.5 cent). The fi nal dividend if approved at the Annual General Meeting will be paid on 27 April 2018 to shareholders on the register at close of business on 23 March 2018.
The Group's key fi nancial performance indicators are set out in the Financial Review on pages 26 to 27, and the fi nancial statements for the year ended 31 December 2017 are set out in detail on pages 78 to 130. Other non-fi nancial performance indicators relating to the environment, waste management and employee health and safety are referred to in the
Corporate Social Responsibility section on pages 32 to 43.
The Business and Strategic Report, including the Chief Executive's Review and the Financial Review, sets out management's review of the Group's business during 2017 on pages 14 to 29. The key points include:
sharp slowdown in the UK towards
of 12% owing to signifi cant price infl ation and the structural shift to Kooltherm® in the UK, Ireland and
marking a strong fi rst full year of trading for this division and the development of a unique US and
with ongoing improvement in profi tability. Access Floors had a solid year, albeit with a weakening
infl ation was a key theme during toward year-end, although prices
spend of €614m, of which €174m was completed during 2017. Key pending include market entry into Brazil, Colombia, and Southern Europe as well as an extension of our presence in Western and Central Europe.
The Business and Strategic Report on pages 12 and 13 sets out the "four pillars" of Kingspan's strategy, which are:
driven by superior innovation; → Penetration Increased penetration of Kingspan's product suite underpinned by regulatory changes and environmental
awareness;
as we build market leading positions globally;
A set of initiatives across our global business targeting the adoption of 100% renewable power.
The directors of Kingspan Group plc ("Kingspan") have pleasure in presenting their report with the audited fi nancial statements for the year ended 31 December 2017.
Access Floors: ConCore 1500 panels with CasalGrande Rasato Antracite porcelain tiles
USA
Exelon Headquarters
—
Fire Rating: Non-combustible in accordance with ASTM E136; Class A fl ame spread rating in accordance with ASTM E84
50 51 Kingspan Group plc Annual Report & Financial Statements 2017
Throughout 2017, Kingspan made significant progress in pursuit of this strategy with the result that Kingspan has continued to deliver year on year growth. This strategy will remain the focus of the execution of Kingspan's strategic plan for the foreseeable future.
Kingspan is required under Section 327(1)(b) of the Companies Act 2014 and Regulation of the 5(4)(c) (ii) of the Transparency (Directive 2004/109/EC) Regulations 2007 to give a description of the principal risks and uncertainties facing the Group. These risks and the actions taken by Kingspan to mitigate them are detailed on pages 30 to 31 of the Risk and Risk Management Report. The principal risks are:
The directors are pleased to report on the very positive performance during 2017 against all of its key performance indicators. A detailed commentary incorporating key performance indicators is contained within the Financial Review on pages 24 to 29. A number of the key performance indicators have been included in more detail on pages 129 to 130 'Alternative Performance Measures'. The key performance indicators for Kingspan upon which particular emphasis is placed upon are:
→ New Product Development.
Kingspan places considerable emphasis on innovation and development of existing and new products and on the improvement of the production process, focused primarily on differentiation and extending competitive advantage. In the year ended 31 December 2017, the Group's research and development expenditure amounted to €27.1m (2016: €24.2m). Research and development expenditure is generally written off in the year in which it is incurred. During 2017 Kingspan's continuing investment in research and development involved more than 200 projects. These key products included:
→ QuadCore™ roof insulation board;
→ Kooltherm® 200 series;
developments;
→ Integrated stone and concrete
→ Data centre containment solutions.
The directors are committed to achieving the highest standards of corporate governance. A statement describing how Kingspan has applied the principles of good governance set out in the UK Corporate Governance Code (April 2016) and the Irish Corporate Governance Annex is included in the Governance section of this Annual Report on pages 56 to 62. The Corporate Governance Statement is treated as forming part of this Report.
Kingspan is committed to acting responsibly in its business and maintaining high standards of ethics and integrity in all of its dealings with its stakeholders, be they investors, customers, suppliers, its people or the community it operates in. Kingspan has a Code of Conduct which sets
the standard by which all employees across the Group are expected to conduct themselves. The Code sets out the fundamental principles which all directors, officers and employees of Kingspan are required to adhere to in meeting those standards.
Kingspan recognises the importance of conducting its business in a socially responsible manner. The Corporate Social Responsibility section in this Annual Report on pages 32 to 43 gives details of some of the projects that are on-going across the Group, with further details available on the Group's website www.kingspan.com
Our goal is to be a global leader in sustainable business and establish a leading position in providing ethical, renewable and affordable best practice solutions for the construction sector. We know that the built economy has an important part to play in combatting climate change, and we have pledged to lead by example. Our commitment to sustainability is instilled at every level of the Group and at every step in the manufacturing process. Our goal is that by 2020 all of Kingspan's needs will be met by renewable energy.
The directors are responsible for ensuring that accounting records, as outlined in Sections 281 to 285 of the Companies Act 2014, are kept by the Group. The directors have provided appropriate systems and resources, including the appointment of suitably qualified accounting personnel, to maintain adequate accounting records throughout the Group, in order to ensure that the requirements of Sections 281 to 285 are complied with. The accounting records of the Company are maintained at the principal executive offices located at Dublin Road, Kingscourt, Co. Cavan, A82 XY31, Ireland.
| Shareholding range |
Number of accounts |
% of total |
Number of shares held |
% of total |
|---|---|---|---|---|
| 1 – 1,000 | 2,864 | 59.6 | 1,260,799 | 0.7 |
| 1,001 – 10,000 | 1,398 | 29.1 | 4,328,780 | 2.4 |
| 10,001 – 100,000 | 378 | 7.9 | 12,827,719 | 7.1 |
| 100,001 – 1,000,000 | 128 | 2.7 | 39,169,986 | 21.6 |
| Over 1,000,000 | 35 | 0.7 | 123,755,031 | 68.2 |
| 4,803 | 100 | 181,342,315 | 100 |
| Notification Date |
Shareholder | Shares held | % |
|---|---|---|---|
| 15/01/2018 | Eugene Murtagh | 29,018,000 | 16.17% |
| 14/07/2017 | Allianz Global Investors GmbH | 10,788,987 | 6.02% |
| 13/09/2017 | Ameriprise Financial Inc | 10,732,515 | 5.993% |
| 20/02/2018 | Blackrock, Inc. | 9,048,480 | 5.04% |
| 11/05/2015 | Generation Investment Management LLP |
8,690,245 | 4.93% |
| 26/09/2017 | FMR LLC | 5,406,937 | 3.01% |
The directors and secretary of the Company at the date of this report are as shown in this Annual Report on pages 46 and 47. During 2017, there were no director appointments or resignations.
Details of the directors' and secretary's share options at the end of the financial year are set out in the report of the Remuneration Committee. As at 22 February 2018, there have been no changes in the directors' and secretary's interests in shares since 31 December 2017.
The beneficial interests of the directors and secretary and their spouses and minor children in the shares of the Company at the end of the financial year are as follows:
share capital At 31 December 2017, the Company had an authorised share capital comprised of 250,000,000 (2016: 220,000,000) ordinary shares of €0.13 each and the Company's total issued share capital comprised 181,342,315 (2016: 180,051,534) ordinary shares, of which the Company held 2,019,750 (2016: 1,969,826) ordinary shares in treasury. During the year the Company funded the purchase by the employee benefit trust of 49,924 ordinary shares at €29.23 each, which are accounted for as treasury shares and which will be held pending vesting of the executive directors' deferred share awards.
Further information required by Regulation 21 of the above Regulations as at 31 December 2017 is set out in the Shareholder Information section of this annual report.
| 31-Dec-17 | 31-Dec-16 | |
|---|---|---|
| Eugene Murtagh | 29,018,000 | 30,018,000 |
| Gene M. Murtagh | 1,128,999 | 1,128,999 |
| Geoff Doherty | 240,350 | 254,979 |
| Russell Shiels | 300,000 | 300,000 |
| Peter Wilson | 389,376 | 366,876 |
| Gilbert McCarthy | 247,637 | 247,637 |
| Helen Kirkpatrick | 26,000 | 26,000 |
| Linda Hickey | 5,000 | 5,000 |
| Michael Cawley | 30,600 | 30,600 |
| John Cronin | 8,000 | 8,000 |
| Bruce McLennan | 10,000 | 10,000 |
| Lorcan Dowd | 4,961 | 4,617 |
| 31,408,923 | 32,400,708 |
UK Energy from Waste Facility Plymouth —
Insulated Panels: Wall: KS 1000 MR (Micro Rib), BENCHMARK Louvre.
Fire Rating: When tested as part of a system all products are LPCB and FM Approved
Falkland Islands Goose Green —
Environmental: KW6 wind turbines installation
54 55 Kingspan Group plc Annual Report & Financial Statements 2017
Directors' Report Report of the Directors
None of the directors have any direct or indirect interest in any contract or arrangement subsisting at the date hereof which is significant in relation to the business of the Company or any of its subsidiaries nor in the share capital of the Company or any of its subsidiaries.
In the normal course of business, the Group has exposure to a variety of financial risks, including foreign currency risk, interest rate risk, liquidity risk, and credit risk. The Company's financial risk objectives and policies are set out in Note 19 of the financial statements.
Neither the Company nor any of its subsidiaries have made any political donations in the year which would be required to be disclosed under the Electoral Act 1997.
The Group operates from 111 manufacturing sites and has operations in over 70 countries worldwide.
The Company's principal subsidiary undertakings at 31 December 2017, country of incorporation and nature of business are listed on pages 133 to 135 of this annual report.
The Company does not have any branches outside of Ireland.
The Board fully endorses the outlook ("Looking Ahead") expressed in the Chief Executive's Review on page 22.
There have been no significant events since the year-end.
The directors have reviewed budgets and projected cash flows for a period of not less than 12 months from the date of this Annual Report, and considered its net debt position and capital commitments, available committed banking facilities and other relevant information including the economic conditions currently affecting the building environment generally and the Group's Strategic Plan. On the basis of this review the
directors have concluded that there are no material uncertainties that would cast significant doubt over the Company's and the Group's ability to continue as a going concern. For this reason, the directors consider it appropriate to adopt the going concern basis in preparing the financial statements.
In accordance with provision C.2.2 of the 2016 UK Corporate Governance Code, the directors are required to assess the prospects of the Company, explain the period over which we have done so and state whether we have a reasonable expectation that the Company will be able to continue in operation and meet liabilities as they fall due over this period of assessment.
The directors have assessed the prospects of the Group over the three-year period to February 2021.
The directors concluded that three years was an appropriate period for the assessment, having had regard to:
It is recognised that such future assessments are subject to a level of uncertainty that increases with time, and therefore future outcomes cannot be guaranteed or predicted with certainty.
The Group Strategic Plan is approved by the Board, building upon the several divisional management plans as well as the Group's strategic goals. It is based on a number of cautious assumptions concerning macro growth and stability in our key markets, and continued access to capital to support the Group's ongoing investments. The strategic plan is subject to stress testing which involves flexing a number of the main assumptions underlying the forecast in severe but reasonable scenarios. Such assumptions are rigorously tested by management and the directors. It is reviewed and updated annually and was considered and approved by the Board at its meeting in October 2017.
In making this assessment, the directors have considered the resilience of the Group, taking account of its current position and the principal risks facing the business as outlined in the Risk & Risk Management Report on pages 30 and 31, and the Group's ability to manage those risks. The risks have been identified using a top-down and bottom-up approach, and their potential impact was assessed having regard to the effectiveness of controls in place to manage each risk. In assessing the prospects of the Group such potential impacts have been considered as have the mitigating factors in place.
Based on this assessment the directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment.
Each of the directors whose names and functions are set out in the Board section of this Annual Report confirm their responsibility for preparing the Annual Report and the consolidated and company financial statements in accordance with applicable Irish law and regulations.
Company law in Ireland requires the directors to prepare financial statements for each financial year. Under that law the directors have to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU). The directors have elected to prepare the company financial statements in accordance with IFRSs as adopted by the EU and as applied by the Companies Act 2014. The financial statements are required by law to give a true and fair view of the assets, liabilities and financial position of the Group and Company and of the profit or loss of the Group for that period.
In preparing those financial statements, the directors are required to:
The directors are responsible for keeping accounting records which disclose with reasonable accuracy at any time the financial position of the Group and the Company and which enable them to ensure that the financial statements comply with the Companies Act 2014 and Article 4 of the IAS Regulation.
They are responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information on the Company's website. Legislation in the Republic of Ireland governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
In accordance with Transparency (Directive 2004/109/EC) Regulations 2007 and the Transparency Rules of the Financial Regulator, the directors confirm that to the best of their knowledge:
→ the Group financial statements and the Company 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 Group and Company; and
→ the Report of the Directors includes a fair review of the of the Group and Company, that they face.
development and performance of the business and the position together with a description of the principal risks and uncertainties
They are also satisfied in compliance with provision C.1.1 of the UK Corporate Governance Code (April 2016):
→ that the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group's position, business model and strategy.
The directors acknowledge that they are responsible for securing the Company's compliance with its relevant obligations in accordance with Section 225(2)(a) of the Companies Act 2014 (the "Act") (described below as the "Relevant Obligations").
In accordance with Section 225 (2)(b) of the Act, the directors confirm that they have:
in respect of the compliance by
arrangements or structures that, provide a reasonable assurance of compliance in all material respects
iii. during the financial year to which this report relates, conducted a structures that the directors have put in place to ensure material compliance with the Company's
Each of the directors have taken all the steps that they should or ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the Group's statutory auditors are aware of that information. So far as the directors are aware, there is no relevant information of which the Group's statutory auditors are unaware.
In accordance with Section 383(2) of the Companies Act 2014 the Company's auditors, KPMG, Chartered Accountants, will continue in office. A resolution authorising the directors to determine their remuneration will be proposed at the Annual General Meeting.
On behalf of the board
Gene M. Murtagh, Chief Executive Officer
Geoff Doherty, Chief Financial Officer
23 February 2018
56
| Board Audit |
Nominations | Remuneration | ||||||
|---|---|---|---|---|---|---|---|---|
| A | B | A | B | A | B | A | B | |
| Eugene Murtagh | 9 | 9 | 1 | 1 | ||||
| Gene M. Murtagh | 9 | 9 | 1 | 1 | ||||
| Geoff Doherty | 9 | 9 | ||||||
| Russell Shiels | 9 | 9 | ||||||
| Peter Wilson | 9 | 9 | ||||||
| Gilbert McCarthy | 9 | 8 | ||||||
| Helen Kirkpatrick | 9 | 9 | 1 | 1 | 6 | 6 | ||
| Linda Hickey | 9 | 8 | 4 | 4 | 6 | 6 | ||
| Michael Cawley | 9 | 9 | 4 | 4 | 6 | 6 | ||
| John Cronin | 9 | 9 | 4 | 4 | 1 | 1 | ||
| Bruce McLennan | 9 | 9 | 1 | 1 | 3 | 3 |
Column A – indicates the number of meetings held during the period the director was a member of the Board and/or Committee. Column B – indicates the number of meetings attended during the period the director was a member of the Board and/or Committee.
Kingspan is committed to operating best practice standards of good governance, accountability and transparency. This tone is set by the Group Board of Directors and communicated throughout the Group regardless of division or geographical location.
Directors' Report
This statement outlines how Kingspan has applied the principles and complied with the provisions set out in the UK Corporate Governance Code (April 2016) ('the Code') and the Irish Corporate Governance Annex ('the Annex').
The full text of the Code and the Annex can be obtained from the following websites respectively:
www.frc.org.uk www.ise.ie
The directors confi rm that the Company has throughout the accounting period ended 31 December 2017 complied with the provisions of the UK Corporate Governance Code (April 2016) and the Irish Corporate Governance Annex.
The Board of Kingspan Group plc is responsible for the leadership, strategic direction and the long term success of the Group. It sets the Group's strategic aims, establishes the Group's values and standards, and monitors compliance within a framework of eff ective controls.
The Board is comprised of 12 directors, following the appointment of Dr Jost Massenberg, fi ve of whom are executive directors and seven, inclusive of the Chairman, are nonexecutive directors. Further details on the members of the Board, including short biographies, can be found in the section entitled "The Board" on pages 46 and 47. Each of the executive directors has a combination of general business skills and experience in the construction materials market. The non-executive directors represent a diverse business background complementing the executive directors' skills.
All of the directors bring an objective judgement to bear on issues of strategy, resources and standards of performance both on an individual and collective basis. The directors believe that the Board includes an appropriate balance of skills, experience, independence and knowledge of the Group to enable them to discharge their respective duties and responsibilities eff ectively and to address any challenges as they arise.
The schedule of matters reserved for Board discussion includes the following:
The Board met formally nine times during the year, as well as informally on an ad-hoc basis as and when required. Attendance at Board and committee meetings is set out in the table overleaf. The Board has delegated responsibility for management of the Group to the Chief Executive and his executive management team.
The Board is comprised of 12 directors and its current size and structure is functioning effi ciently. The balance of executive and non-executive directors facilitates constructive and eff ective challenge and debate. Whilst it is intended to progressively refresh the independent non-executive directors on the Board having regard to their mix of skills, experience and diversity, it is not at present intended to change the size of the Board. The Nomination Committee has reviewed the size and performance of the Board during the year and this process occurs once annually.
The Board continues to ensure that each of the non-executive directors, excluding the Chairman, remain impartial and independent in order to meet the challenges of the role. Throughout 2017, half of the Board, excluding the Chairman, comprised independent non-executive Directors. Helen Kirkpatrick is nominated as the senior independent director of the Company to provide a sounding board for the Chairman and to serve as an intermediary for the other directors when necessary.
The Board has delegated executive responsibility for running the Group to the Chief Executive and the executive management team. The Chief Executive is responsible for the strategic direction and the overall performance of the Group, and is accountable to the Board for all authority so delegated.
All directors have access to the advice and services of the Company Secretary who is responsible for ensuring that Board procedures are followed. He is also responsible for advising the Board, through the Chairman, on all governance matters.
The Senior Independent Director of the Company is available to shareholders who have concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer. She also leads an annual meeting with the non-executive directors to appraise the workings of the Board.
The Chairman's primary responsibility is to lead the Board. He is responsible for setting the Board's agenda and for the efficient and effective working of the Board. He ensures that all members of the Board, including in particular the non-executive directors, have an opportunity to contribute effectively and openly. He is also responsible for ensuring that there is appropriate and timely communication with shareholders.
In accordance with the Code, the following matters were considered in determining the independence of the Board:
The directors consider that there is a strong independent representation on the Board. The Board considers that Helen Kirkpatrick, Linda Hickey, Michael Cawley, John Cronin, Bruce McLennan and Jost Massenberg are independent, having regard to the criteria above.
In determining the independence of Helen Kirkpatrick, the Board had due regard to her length of service as a non-executive director on the Board. However, having considered the circumstances, the Board formed the view that she has always expressed a strongly independent voice at the Board and its committee meetings, including the Remuneration Committee of which she is chairman, and that she has always exercised her judgement as a non-executive director and as the Senior Independent Director independent of any other relationships within the Board. Her independence and her sound judgement have also been recognised in her other external appointments.
In determining the independence of Linda Hickey, the Board had due regard to her position as a senior executive at Goodbody stockbrokers, one of the Company's corporate brokers. Having regard to the fact that the level of fees and expenses paid to Goodbody stockbrokers in respect of their role as the Company's corporate brokers is less than €50,000 per annum, the Board concluded that there was no material relationship, financial or otherwise, which might
either directly or indirectly influence her judgement.
When considering John Cronin's independence, the Board had due regard to his position as a partner at McCann FitzGerald, one of the Company's legal advisers. Mr Cronin is not engaged directly in the provision of legal advice to the Company and appropriate arrangements have been put in place within McCann FitzGerald to ensure that no conflict of interest could arise. The total fees paid to McCann FitzGerald during the year (details of which are set out in Note 33) account for less than 1% of McCann's FitzGerald's annual revenues. In these circumstances the Board concluded that there was no material relationship, financial or otherwise, which might either directly or indirectly influence his judgement.
The Board therefore concluded that neither Ms Kirkpatrick's, Ms Hickey's nor Mr Cronin's independence was affected and considers that between them they bring valuable financial, capital markets, governance and legal risk experience to the Board.
All appointments to the Board are made on the recommendation of the Nominations Committee. In addition, the Nominations Committee reviews the various committees and makes recommendations to the Board on the appointment of the chairman and the membership of each. This is a formal, rigorous and transparent procedure. The standard terms of appointment of non-executive directors are available, on request, from the Company Secretary. Further details of the activities of the Nominations Committee during the year are set out elsewhere in this section.
The Group Chairman is responsible for ensuring that all directors are supplied with appropriate and timely information for Board and committee meetings. Such information is always provided to the Board in a timely manner which gives the directors the opportunity to probe and question the executives when deemed relevant. Kingspan ensures that the directors obtain all professional advice required in order to further their duties as a director either through the directors
seeking professional advice at the expense of the Company or through independent professional advisors being available for consultation with the Board and attending Board and committee meetings where required. All directors have access to the advice and services of the Company Secretary. The Group has arranged appropriate insurance cover in respect of legal action against its directors.
The Company has procedures whereby directors (including non-executive directors) receive formal induction and familiarisation with Kingspan's business operations and systems on appointment. They are brought to the businesses manufacturing sites as part of the induction procedure with in-depth explanations of the processes involved at the site. All directors receive continuing training relating to the discharge of their duties as directors, including legislative changes and developments in accounting, governance and other standards as appropriate. During the year, the Board visited seven of the Group's manufacturing facilities and also met with key executives within the Group, which gave the Board valuable insight into the manufacturing processes,
the local markets and the management strategy.
Kingspan has in place formal procedures for the evaluation of its Board, committees and individual directors. The purpose of this formal evaluation is to ensure that the Board of Directors (on a collective and individual basis) is performing effectively and to ensure stakeholder confidence in the Board.
The Chairman reviews annually the performance of the Board of Directors, the conduct of Board meetings and committee meetings, and the general corporate governance of the Group. An externally facilitated review of the Board's performance was most recently carried out in 2015, and the Board reviews carried out in 2016 and 2017 followed up on its themes and monitored progress against its agreed action points.
A further externally facilitated evaluation of the Board is now being undertaken following the 2017 year-end, and this process and its outcomes will be reported on in next year's annual report.
60 61 Kingspan Group plc
Directors' Report Corporate Governance Statement
In addition, the non-executive directors, led by the senior independent director, meet annually without the Chairman present to conduct a review of the Board and appraise the Chairman's performance.
As part of the performance evaluation process the Chairman meets at least once annually with the non-executive directors without the executive directors being present to review the performance of the Board, the conduct of Board and committee meetings, and the general corporate governance of the Group.
All directors, in accordance with the provisions of the UK Corporate Governance Code, are subject to annual re-election by the shareholders at the Company's Annual General Meeting. Kingspan is committed to refreshing and strengthening the independent representation on the Board on an on-going basis.
Kingspan also has in place a People and Leadership Development Program. This allows the Group to ensure that the key senior talent throughout the Group are gaining the appropriate experience, skillsets and development opportunities in order to ensure that we have the best people in the right roles and a strong pipeline of executive talent throughout the Group.
The Board has established the following committees: Audit, Nominations and Remuneration committees. All committees of the Board have written terms of reference setting out their authorities and duties and these terms are available on the Group's website www.kingspan.com.
Attendance at meetings held is set out in the table on page 57.
The members of each committee, the date of their first appointment to the committee and brief details of these committees are set out as follows:
The Board has established an Audit Committee to monitor the integrity of the Company's financial statements, and the effectiveness of the Group's internal financial controls.
Michael Cawley (Chair) Appointed 2014, Independent
Linda Hickey Appointed 2013, Independent
John Cronin Appointed 2015, Independent
The members of the Audit Committee bring considerable financial, accounting and commercial experience to the committee's work, and in particular the Board considers that the chairman of the Audit Committee, Michael Cawley B.Comm., F.C.A., has appropriate recent and relevant financial experience. The Board is satisfied that the combined qualifications and experience of the members give the
committee collectively the financial expertise necessary to discharge its responsibilities. The report of the Audit Committee is set out on pages 72 to
Code (April 2016) and the Irish Corporate Governance Annex.
Nominations Committee
The Nominations Committee assists the Board in ensuring that the composition of the Board and its committees is appropriate for the
needs of the Group.
Nominations Committee Eugene Murtagh (Chair)
Appointed 1998 Gene Murtagh Appointed 2007 Helen Kirkpatrick
Appointed 2009, Independent
John Cronin
Appointed 2014, Independent
Bruce McLennan
Appointed 2017, Independent
77, which describes how the Company has applied the principles of Section C of the UK Corporate Governance Michael Cawley
The committee considers the Board's membership, identifies additional skills or experience which might benefit the Board's performance and recommends appointments to or, where necessary, removals from, the Board. In considering appointments to the Board, it is the policy of the committee to have regard to diversity, encompassing gender, nationality, age and skillset, when setting the key criteria for the appointment. The Nominations Committee met once in 2017, to consider strengthening and refreshing the non-executive director representation on the Board, to approve the annual re-election of directors at the Company's Annual General Meeting, and to set the terms of reference for the externally facilitated evaluation of the Board.
Remuneration Committee
The Remuneration Committee has responsibility for setting remuneration for all executive directors and for the Chairman, including pension contributions, share options and any compensation payments. The committee also monitors the level and structure of remuneration for
senior management.
Helen Kirkpatrick (Chair) Appointed 2009, Independent
Appointed 2014, Independent
Linda Hickey
Appointed 2015, Independent
Bruce McLennan Appointed 2017, Independent
The Report of the Remuneration Committee is set out in this Annual Report on pages 63 to 71, which describes how the Company has applied the principles of Section D of the UK Corporate Governance Code (April 2016) and the Irish Corporate Governance Annex.
Kingspan places great emphasis on maintaining regular and responsible dialogue with shareholders. This is achieved through meetings with institutional investors, presentations to brokers and analysts, and making relevant information available on the Group's website (www.kingspan. com) in a timely fashion. Twice a year, following publication of the annual and half-year results, the Chief Executive Officer and the Chief Financial Officer meet with institutional investors during a formal results roadshow.
In addition, Kingspan is committed to interacting with the international financial community to ensure a full understanding of the Group's strategic plans and its performance against these plans. During the year the executive management and investor relations team presented at four capital market conferences and conducted 337 institutional one-onone and group meetings.
All shareholders can sign up to obtain all regulatory news and alerts via the Kingspan website (www.kingspan.com), and depending upon shareholder preference, a copy of the Annual Report can be obtained in hard copy or can be obtained from the Group website.
The Company encourages communication with all shareholders, and welcomes their participation at Annual General Meetings. Further information regarding this year's
Annual General Meeting is set out in the Shareholder Information Section in this Annual Report. Last year, in advance of the AGM, the Company reached out to the holders of over 75% of shares to engage with them and seek their feedback on the AGM resolutions and governance matters in general. All shareholders who attend the Company's Annual General Meeting are given the opportunity to question the Chairman and other members of the Board, including the chairmen of the committees, on any aspect of the Group's business. Following the Annual General Meeting, at which a significant minority of votes were cast against the new Performance Share Plan, the Company again reached out to our major shareholders and leading shareholder proxy agents to understand the reasons behind the results, in accordance with the principles of Section E of the UK Corporate Governance Code (April 2016). Further details of these engagements are set out in the Report of the Remuneration Committee.
Full year Results 2017
Annual Report 2017
Trading Update
Annual General Meeting 2018
Half-year results 2018
63
This report details how the Remuneration Committee has fulfi lled its responsibilities under its Terms of Reference and under the UK Corporate Governance Code (April 2016). The report sets out Kingspan's remuneration policy, how the policy will be applied in 2018, gives details of the remuneration outcomes for 2017, and describes the workings of the Remuneration Committee during the year. This Remuneration Report as a whole will be subject to an advisory vote at our Annual General Meeting on 20 April 2018.
The primary objective of the Remuneration Committee is to create a remuneration structure for executive directors which:
Overall 2017 was another good year for Kingspan. Whilst all of our businesses experienced external raw material, currency and macro-economic challenges, the impact on the diff erent businesses was mixed with some business units impacted more than others. At the same time, integration of our recently acquired businesses progressed well as they delivered a solid contribution to the Group results. In the event, basic earnings per share
was up 10.6% over prior year, whilst the total shareholder return in the year was 42.7%. This excellent performance resulted in varying levels of annual bonus payouts being earned by each of the executive directors in respect of the year ended 31 December 2017, which are detailed later in this Report. In the three-year performance period from 2015 to 2017 Kingspan once again achieved top quartile TSR performance amongst its peer group for the seventh cycle in a row. Further details on the vesting of the 2015 PSP Awards are also set out later in this Report.
During the year the Company engaged with our major shareholders in relation to the 2017 Annual General Meeting shareholder vote approving our new 2017 Performance Share Plan. Some of our shareholders had expressed concern about the threshold
vesting level. Having listened carefully to our shareholders' feedback, the Remuneration Committee has decided to reduce to 25% the number of awards that would vest on achieving threshold performance targets for all grants in 2018 and in subsequent years under the policy. Further detail is set out later in this report. Also during 2017, the committee was pleased to appoint Korn Ferry Hay Group as its independent remuneration consultants, following a procurement process which is detailed in this report.
The tables below show the mix between the executive directors' fi xed and variable performance related pay, and also between short-term and long-term remuneration for 2017.
Chairman, Remuneration Committee
The Company operates under the Companies Act 2014 (the 'Act'). This Act provides for two types of shareholder meetings: the Annual General Meeting ('AGM') with all other meetings being called Extraordinary General Meetings ('EGM').
The Company must hold an AGM each year in addition to any other shareholder meeting in that year. The ordinary business of an AGM is to receive and consider the Company's Annual Report and statutory fi nancial statements, to review the aff airs of the Group, to elect directors, to declare dividends, to appoint or reappoint auditors and to fi x the remuneration of auditors and directors.
The Chairman of the Board of Directors shall preside as chairman of every general meeting and in his absence, one of the directors present will act in the capacity of chairman
The quorum for a general meeting shall be not less than three members present in person or by proxy and entitled to vote. At any general meeting, a resolution put to the vote of the meeting shall be decided by a show of hands unless a poll is duly demanded. All ordinary shares rank pari passu and carry equal voting rights. Every member present in person or by proxy shall upon a show of hands have one vote, and every member present in person or by proxy shall upon a poll have one vote for each share of which they are the holder. In the case of an equality of votes the Chairman shall, both on a show of hands and at a poll, have a casting vote.
Further details of shareholders rights with regards the general meetings are set out on page 132 within the Shareholder Information section of this Annual Report.
The Board confi rms that there is an ongoing process for identifying, evaluating and managing any signifi cant risks faced by the Group. This process has been in place for the year under review and up to the date of approval of the fi nancial statements and it is regularly reviewed by the Board in compliance with 'Guidance on Risk Management, Internal Control and Related Financial and Business Reporting' issued by the Financial Reporting Council.
The Board has delegated responsibility to the Audit Committee to monitor and review the Group's risk management and internal control processes, including the fi nancial, operational and compliance controls, through detailed discussions with management and the executive directors, the review and approval of the internal audit reports, which focus on the areas of greatest risk to the Group, and the external audit reports, as part of both the year-end audit and the half year review process, all of which are designed to highlight the key areas of control weakness in the Group. Further details of the work conducted by the Audit Committee in this regard is contained in the Report of the Audit Committee set out on pages 72 to 77.
The main features of the Group's internal control and risk management systems that relate specifi cally to the Group's fi nancial reporting processes are:
→ Centralised Tax and Treasury functions;
→ Sales are submitted and reviewed on a weekly basis whilst full reporting packs are submitted and reviewed on a monthly basis; and
In addition, the main features of the Group's internal control and risk management systems that relate specifi cally to the Group's consolidation process are:
Further information on the risks faced by the Group and how they are managed are set out in the Risks & Risk Management section of this Annual Report on pages 30 and 31.
On behalf of the Remuneration Committee, I am pleased to present the Directors' Remuneration Report for the year ended 31 December 2017.
Directors' Report
In setting the executive directors' remuneration package the Remuneration Committee seeks to ensure that:
The Remuneration Committee seeks to align the interests of executive directors with those of shareholders through a mix of short and long term performance based incentives and by encouraging share ownership, whilst taking into consideration the market norms and practices of other quoted Irish and international industry peer companies of similar size and scope in setting the base and fixed elements of the package.
The Remuneration Committee seeks to ensure that overall remuneration reflects Group performance and individual contribution. Accordingly, the committee seeks to align an appropriate portion of the executive directors' remuneration with the achievement of annual and longer term performance targets.
Performance related bonus – drives and rewards achievement of annual short-term performance targets, with deferred share awards aligning management interests with shareholders and the longer term performance of the Group.
| How it operates | Maximum opportunity |
|---|---|
| Executive directors receive an annual performance related bonus based on the attainment of financial targets set prior to the start of each year by the committee. |
The maximum annual performance related bonus is up to 150% of base salary. |
| Bonuses are paid on a sliding scale if the targets are met. Maximum bonus is only achieved if ambitious incremental growth targets are achieved. |
|
| Any performance related bonus achieved in excess of 100% of base salary is satisfied by the issue of share awards, which are deferred for two years. |
Performance share plan – drives and rewards execution of the longer term business strategy, aligns the interests of executive directors and senior managers with those of the Group's shareholders and recognises and rewards value creation over the longer term.
Executive directors are entitled to participate in the Group's Performance Share Plan (PSP). Under the terms of the PSP, performance shares are awarded to the executive directors and the senior management team. The performance shares will vest after three years only if the Group's underlying performance has improved during the three-year performance period, and if certain performance criteria are achieved over the performance period.
200% of base salary.
The key elements of the executive directors' remuneration policy are set out below:
| Fixed Remuneration Provides a fair fixed element of pay commensurate for the role ensuring no over reliance on variable pay. |
|||||||
|---|---|---|---|---|---|---|---|
| Base salary - attracts and retains skilled and experienced individuals | |||||||
| How it operates | Maximum opportunity | ||||||
| Base salaries are reviewed annually by the Remuneration Committee in the last | No prescribed maximum base salary |
Factors taken into account by the committee include the Group's overall performance, the executive directors' role and personal performance, movements in pay generally across the Group and competitive market practice taking into account companies of a similar size and complexity to Kingspan. Where applicable, changes in salary are effective from 1 January.
Increases will generally be in line with increases across the Group, but may be higher or lower in certain circumstances to reflect changes in remit, roles and responsibilities, or to allow newly appointed executives to move progressively towards market norms.
| Pension scheme and other allowances - attracts and retains skilled and experienced individuals | ||
|---|---|---|
| How it operates | Maximum opportunity |
|---|---|
| The Group operates a defined contribution pension scheme for executive directors. Pension contributions are calculated on base salary only. Contributions are determined on an individual basis and take into account a number of |
No prescribed maximum pension contribution/annual payment. |
| factors including age, length of service, and number of years to retirement. | Contributions will depend on individual circumstances. |
| Where local legislation imposes a cap on pension contributions, the Group may agree to make a non-pensionable annual payment to the executive, subject to all applicable employee and employer payroll taxes. |
|
| Benefits - provides market competitive benefits for recruitment and retention purposes, as well as supporting the personal health and well-being of the executive |
|
| How it operates | Maximum opportunity |
| In addition to their base salaries, executive directors' benefits include life and | No prescribed maximum level, |
health insurance and the use by the executive directors of company cars (or a taxable car allowance) in line with typical market practice.
as benefits depend on individual director circumstances.
The Remuneration Committee believes that the above policy sets an appropriate balance between shortterm and long-term performance based remuneration (including the deferred share awards) and reflects the Group's objective to drive longterm shareholder value through its strategic pillars of innovation, penetration, globalisation, and Net Zero Energy.
Implementation of Remuneration
Policy for 2018
Salary, benefits and pension: These will be made in accordance with the policy detailed above. Benefits will be in line with those received in 2017.
Annual bonus: The maximum opportunity for all the executive directors will be 150% of salary with any bonus earned in excess of 100% of salary being deferred into shares in the Company for two years. For 2018, the Remuneration Committee has selected the following performance measures:
→ CEO & CFO: Group EPS growth targets over prior year.
2018, the following PSP Awards will be granted:
CEO: An award over shares with a market value of 175% of base salary. Other executive directors: 150% of base salary.
The Remuneration Committee has selected the following performance measures:
→ Awards will vest on a sliding scale, with 25% of the award vesting on achievement of threshold performance rising in a straight line to 100% vesting for maximum performance.
Base salary: The salaries for 2017 for each of the executive directors were set by the Remuneration Committee towards the end of 2016.
Having regard to the significant increase in the scale and profitability of the Group and as a result the Chief Executive's role and responsibilities over recent years, the committee agreed to progressively increase the base salary of the Chief Executive towards market norms for similar sized companies. The Chief Executive's base salary for 2017 was €770,000 an increase on the prior year of 10% reflecting not only the increase in his role and responsibilities but also his experience and exceptional performance in the year. Increases for the other executive directors are generally in line with increases in the
business as a whole. Overall, total salaries for the executive directors increased by 5.3% in 2017. Full details of the executive directors' salaries in 2017 are set out in the table below.
As part of its review of salaries the committee engaged independent
consultants, Mercer, to carry out a benchmarking exercise on the executive directors' salary levels and total remuneration packages using both Irish and internationally operating companies of a comparable size and listed on the same exchange as Kingspan. The committee is
strongly of the view that changes in salaries should be phased steadily over time rather than take place in large jumps. It is very sensitive to the levels of pay within the whole workforce and considers levels of increase very carefully before awarding them.
targets for 2017 were set prior to the start of the year, and comprise a combination of stretching Group EPS targets and divisional profit growth targets. In 2017 all executive directors were eligible for a maximum performance related bonus opportunity of up to 150% of base salary.
The Chief Executive's and the Chief Financial Officer's annual performance related bonuses were based on Group EPS growth targets over prior year, with the maximum annual performance related bonus being payable on the achievement of 30% Group EPS growth over prior year. The Remuneration Committee considers this to be a stretching target, aligned with shareholder interests. For each of the Divisional MDs, up to 40% of their annual performance related bonus opportunity was based on achieving
stretching divisional profit targets, and a further 60% of the Divisional MDs' annual performance related bonus opportunity was payable on the achievement of Group EPS growth over prior year, with maximum annual payable on the achievement of 115% of their divisional profit target in each over prior year. Again, the committee
performance related bonus being case, and 30% Group EPS growth considers these to be appropriately stretching targets, aligned with shareholder interests.
The Remuneration Committee reviewed the Group EPS growth and divisional performance during the year, and considered the extent to which the 2017 annual performance bonus targets had been achieved by each of the executive directors. Whilst the Group delivered excellent results for the year (trading profit up 10.7% on prior year) and strong EPS growth (up 10.6% on prior year) the maximum Group EPS target was not achieved, and the varying divisional performances resulted in different levels of bonus payouts being earned by each of the executive directors. If any performance related bonus had been achieved in excess of 100% of base salary it would have been satisfied by the issue of deferred share awards, but as no director achieved a bonus in excess of 100% of base salary, no deferred share awards were made. The table below sets out the performance against targets for each of the executive directors in respect of the year ended 31 December 2017. The Board believes that disclosure of the Divisional MD's specific bonus targets would be inappropriate as the targets are commercially sensitive business information not otherwise available to competitors.
| Maximum opportunity* |
Performance measure |
Threshold target |
Target for maximum vesting of cash element |
Target for maximum vesting of deferred share element |
Performance achieved |
Bonus outcome* |
|
|---|---|---|---|---|---|---|---|
| Chief Executive | 150% | EPS | 136.6 cent | 165.3 cent | 186.9 cent | 159.0 cent | 78% |
| Chief Financial Officer |
150% | EPS | 136.6 cent | 165.3 cent | 186.9 cent | 159.0 cent | 78% |
| Russell Shiels | 60% | Divisional profit | 15% profit growth | 93% | 0% | ||
| 90% | EPS | 136.6 cent | 165.3 cent | 186.9 cent | 159.0 cent | 31% | |
| Peter Wilson | 60% | Divisional profit | 15% profit growth | 120% | 60% | ||
| 90% | EPS | 136.6 cent | 165.3 cent | 186.9 cent | 159.0 cent | 31% | |
| Gilbert McCarthy | 60% | Divisional profit | 15% profit growth | 92% | 0% | ||
| 90% | EPS | 136.6 cent | 165.3 cent | 186.9 cent | 159.0 cent | 31% |
* as a percentage of base salary.
(Remuneration is reported in the currency received by the individual)
Remuneration Committee reviewed the extent to which the vesting targets in respect of the PSP Awards granted in 2015 had been met by reference to EPS and TSR targets over the three year performance period to 31 December 2017. For the 2015 PSP Awards, each of the executive directors had received an award over shares with a market value of 100% of base salary with the Chief Executive receiving an additional 25% Exceptional TSR Performance Award. The following performance targets applied:
Executive only vests (on a sliding scale) if the Group's TSR ranking is between the 75th and the 100th percentile point compared with the The committee determined that total EPS growth during the period was 154%, which significantly exceeded the target for maximum vesting of CPI plus 10% p.a. The committee also noted that Kingspan had achieved top quartile performance in its peer group for the seventh cycle in a row, ranking in the 93rd percentile in respect of the performance period.
The committee therefore concluded that the PSP vesting conditions in respect of the 2015 PSP Awards had been satisfied in full and that the conditions attached to the Exceptional Performance Award for the Chief Executive were partly satisfied.
| Executive directors |
Gene Murtagh |
Geoff Doherty |
Russell Shiels |
Peter Wilson |
Gilbert McCarthy |
Total(1) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €'000 €'000 |
\$'000 £'000 |
€'000 | €'000 | ||||||||||
| 2017 2016 2017 2016 2017 2016 2017 2016 2017 2016 | 2017 | 2016 | |||||||||||
| Fixed Pay | |||||||||||||
| - Salary and fees | 770 | 698 | 530 | 514 | 541 | 525 | 358 | 341 480 | 466 2,667 | 2,568 | |||
| - Pension contributions (2) | 140 | 140 | 128 | 129 | 189 | 186 | 150 | 147 | 96 | 93 | 703 | 708 | |
| - Benefits (3) | 31 | 30 | 32 | 31 | 64 | 74 | 13 | 12 | 34 | 30 | 167 | 172 | |
| Performance Pay (4) | |||||||||||||
| - Cash element | 599 | 698 | 413 | 514 | 168 | 467 | 326 | 341 | 149 | 466 1,683 | 2,516 | ||
| - Deferred shares | - | 349 | - | 257 | - | 263 | - | 171 | - | 233 | - | 1,284 | |
| Total executive pay | 1,540 1,915 1,103 1,445 | 962 1,515 | 847 1,012 | 759 1,288 5,220 | 7,248 | ||||||||
| Charge to Consolidated Income Statement for share options and awards(5) | 2,153 | 1,915 | |||||||||||
| Non-executive directors (6) | |||||||||||||
| Eugene Murtagh | 191 | 191 | |||||||||||
| Helen Kirkpatrick | 85 | 85 | |||||||||||
| Linda Hickey | 75 | 75 | |||||||||||
| Michael Cawley | 85 | 85 | |||||||||||
| John Cronin | 75 | 75 | |||||||||||
| Bruce McLennan | 75 | 70 | |||||||||||
| Total non-executive pay | 586 | 581 | |||||||||||
| Total directors' remuneration | 7,959 | 9,744 |
(1) Russell Shiels' remuneration has been converted to Euro at the following average rate USD: 1.1294 (2016: 1.1104).
(1) Peter Wilson's remuneration has been converted to Euro at the following average rate GBP: 0.87642 (2016: 0.81929).
(2) The Group operates a defined contribution pension scheme for executive directors. Certain executives have elected to receive part of their prospective pension entitlement as a non-pensionable cash allowance in lieu of the pension benefit foregone, subject to all applicable employee and employer payroll taxes.
(3) Benefits principally relate to health insurance premiums and company cars/car allowances. In the case of Russell Shiels the cost of life insurance and permanent health benefit is also included.
(4) Performance pay is earned for meeting clearly defined EPS growth and divisional profit targets. Details of the bonus plan and targets are set out on page 67 of the Remuneration Report.
(5) The charge to the Consolidated Income Statement represents the current year cost of the unvested PSP Awards granted to the executive directors. Details of the valuation methodology are set out in Note 3 to the Financial Statements.
(6) Non-executive directors receive a base fee of €75,000 per annum, plus an additional fee of between €7,500 and €10,000 for chairmanship of Board committees. They do not receive any pension benefit, or any performance or share based remuneration.
| Director | At 31 Dec 2016 |
Granted during year |
Vested during year |
Exercised or lapsed during year |
At 31 Dec 2017 |
Option price € |
Earliest exercise date |
Latest expiry date |
|
|---|---|---|---|---|---|---|---|---|---|
| Gene M. Murtagh | |||||||||
| Unvested 145,794 | 43,120 | (55,121) | - 133,793 | 0.13 24/02/2018 05/ 05/2024 | |||||
| Vested 417,203 | - | 55,121 (330,844)¹ 141,480 | 0.13 26 /02/2016 25 /02/2021 | ||||||
| 562,997 | 43,120 | - (330,844) 275,273 | 0.13 | ||||||
| Geoff Doherty | |||||||||
| Unvested | 88,717 | 25,440 (34,028) | - | 80,129 | - 24/02/2018 05/05/2024 | ||||
| Vested | - | - | 34,028 | (34,028)² | - | 0.13 | - | - | |
| 88,717 | 25,440 | - | (34,028) | 80,129 | 0.13 | ||||
| Russell Shiels | |||||||||
| Unvested | 74,773 | 24,227 (24,732) | - | 74,268 | 0.13 24/02/2018 05/05/2024 | ||||
| Vested | - | - | 24,732 | (24,732)³ | - | 0.13 | - | - | |
| 74,773 | 24,227 | - | (24,732) | 74,268 | 0.13 | ||||
| Peter Wilson | |||||||||
| Unvested | 74,895 | 23,040 (26,660) | - | 71,275 | 0.13 24/02/2018 05/05/2024 | ||||
| Vested | 68,292 | - | 26,660 | (94,952)⁴ | - | 0.13 | - | - | |
| 143,187 | 23,040 | - | (94,952) | 71,275 | 0.13 | ||||
| Gilbert McCarthy | |||||||||
| Unvested | 75,293 | 23,040 (26,042) | - | 72,291 | 0.13 24/02/2018 05/05/2024 | ||||
| Vested 159,584 | - | 26,042 | (68,000)⁵ | 117,626 | 0.13 | 28/02/2015 25/02/2021 | |||
| 234,877 | 23,040 | - | (68,000) | 189,917 | 0.13 | ||||
| Company Secretary | |||||||||
| Lorcan Dowd | |||||||||
| Unvested | 15,438 | 4,752 | (6,250) | - | 13,940 | 0.13 24/02/2018 05/05/2024 | |||
| Vested 35,480 | - | 6,250 | (14,000)⁶ | 27,730 | 0.13 | 28/02/2015 25/02/2021 | |||
| 50,918 | 4,752 | - | (14,000) | 41,670 | 0.13 |
Exercised (143,018) on 21/02/2017. Market value on day of exercise €29.00. Exercised (187,826) on 13/10/2017. Market value on day of exercise €36.00.
Exercised on 07/06/2017. Market value on day of exercise €30.78.
Exercised on 01/03/2017. Market value on day of exercise €29.62.
Exercised (68,292) on 28/02/2017. Market value on day of exercise €28.97.
Exercised (26,660) on 02/10/2017. Market value on day of exercise €35.80. 5. Exercised (35,000) on 27/02/2017. Market value on day of exercise €28.85.
Exercised (33,000) on 28/09/2017. Market value on day of exercise €35.61.
| Director | At 31 Dec 2016 |
Granted during year* |
Vested & transferred during year |
At 31 Dec 2017 |
Earliest transfer date |
Latest transfer date |
|
|---|---|---|---|---|---|---|---|
| Gene M. Murtagh | |||||||
| Unvested | 13,321 | 11,899 | - | 25,220 | 31/03 /2018 | 31/03 /2019 | |
| 13,321 | 11,899 | - | 25,220 | ||||
| Geoff Doherty | |||||||
| Unvested | 10,279 | 8,765 | - | 19,044 | 31/03/2018 | 31/03/2019 | |
| 10,279 | 8,765 | - | 19,044 | ||||
| Russell Shiels | |||||||
| Unvested | 9,798 | 8,349 | - | 18,147 | 31/03/2018 | 31/03/2019 | |
| 9,798 | 8,349 | - | 18,147 | ||||
| Peter Wilson | |||||||
| Unvested | 8,923 | 6,839 | - | 15,762 | 31/03/2018 | 31/03/2019 | |
| 8,923 | 6,839 | - | 15,762 | ||||
| Gilbert McCarthy | |||||||
| Unvested | 8,286 | 7,939 | - | 16,225 | 31/03/2018 | 31/03/2019 | |
| 8,286 | 7,939 | - | 16,225 |
* Granted in respect of 2016 performance related bonus.
The table below sets out the targets set at the time of the granting of the 2015 PSP Awards, and the performance achieved in respect thereof.
| 2015 - 2017 PSP Awards | ||||||||
|---|---|---|---|---|---|---|---|---|
| Percentage of award |
Performance measure |
Threshold target |
Maximum target |
Performance achieved |
PSP vesting | |||
| 50% | EPS | CPI + 5% | CPI + 10% | CPI + 36.5% | 50% | |||
| 50% | TSR | 50th percentile | 75th percentile | 93rd percentile | 50% | |||
| 25% | Exceptional TSR | 76th percentile | 100th percentile | 93rd percentile | 18% |
The TSR peer group for the 2015 and 2016 PSP awards comprised the following companies:
| Armstrong World Industries Inc |
Boral Ltd |
|---|---|
| Compagnie de Saint Gobain |
COEMAC SA |
| CRH Plc | Geberit AG |
| Grafton Group Plc | NCI Building Systems Inc |
| Owens Corning | Rockwool Intl. A/S |
| SIG Plc | Travis Perkins Plc |
| Uponor Corp | USG Corporation |
| Wienerberger AG |
Share Plan awards: Following the approval by shareholders of the new Performance Share Plan at the Company's Annual General Meeting in April 2017 the Remuneration Committee granted PSP Awards to the executive directors with a three year performance period from 2017 to 2019. The Chief Executive received an award over shares with a market value equal to 175% of salary and the other executive directors 150% of salary. The EPS condition for half of the 2017 PSP Awards, as determined by the committee, is the achievement of annual EPS growth of between CPI plus 5% p.a. and CPI plus 10% p.a. The TSR condition for the other half of the awards is based on TSR performance of between the median and the 75th percentile point compared to a selected peer group.
The TSR peer group was reviewed and amended for awards in 2017 and thereafter and is set out as follows:
Armstrong World Industries Inc Owens Corning Boral Ltd Rockwool Intl. A/S CRH Plc SIG Plc Geberit AG Sika Grafton Group Plc Travis Perkins Plc Lafarge Holcim USG Corporation NCI Building Systems Inc Wienerberger AG
Details of all extant share awards granted to the executive directors and secretary under the new 2017 and the legacy 2008 Performance Share Plans are set out in the table overleaf.
role and responsibilities (only one additional fee is paid if a director has dual roles). Non-executive director fee levels are reviewed annually, and there was no change to the level of fees paid to the non-executive directors in 2017.
Composition: The Remuneration Committee comprises four
independent non-executive directors, Helen Kirkpatrick (chairman), Michael Cawley, Linda Hickey and Bruce McLennan. The Company Secretary acts as the secretary to the committee.
Responsibilities: The responsibilities of the Remuneration Committee are summarised in the Corporate Governance Report, and its terms of reference are available on the Company's website: www.kingspan.com
Meetings: The Remuneration Committee met 6 times during the year. Each meeting was attended by all the members of the committee, and an overview of the workings of the committee is set out later in this report. The Chief Executive does not normally attend meetings but provides input where relevant to the committee chair prior to the meeting. The Chief Executive, Chief Financial Officer and any other members of the management team may be asked to attend meetings where their input is helpful to the matter being discussed by the committee. No individual is present at a meeting when the terms of his own remuneration are discussed. The committee's independent advisers may also be asked to attend.
Service contracts: Each of the executive directors has a service contract with the Company which provides for 12 months notice of termination by the Company (or, at the discretion of the Company, payment for all or part thereof). The service contracts do not include any provision for compensation for loss of office, other than the notice period provisions set out above.
Each of the non-executive directors has a letter of appointment with the Company which recognises that their appointments can be terminated on one month's notice and are subject to annual re-election by the shareholders at the Company's Annual General Meeting.
70 71
The non-executive directors do not have service contracts and do not participate in any bonus or long-term incentive schemes. The non-executive directors do not receive any pension or other benefits, and there is no provision for compensation for loss of office other than payment of accrued fees and expenses.
Clawback & malus policy: The Remuneration Committee recognises that there could potentially be circumstances in which performance related pay (either annual performance related bonuses and/ or PSP Awards) is paid out based on misstated results or where there has been inappropriate conduct resulting in material damage to Kingspan. Whilst the Group has robust management and financial controls in place to minimise any such risk, the committee has put in place formal clawback and malus arrangements for the protection of the Company and its investors. The clawback of performance related pay (comprising the annual performance related bonus including deferred share awards, and the PSP Awards) and malus (where awards are reduced including to nil before they have vested) would apply in certain circumstances including:
Payment of the annual performance related bonus is made in March of the following year, after the audited financial statements have been approved, and any deferred share awards vest after a further period of two years. The committee considers such periods are appropriate deferral periods in a manufacturing environment.
requirements: The Remuneration Committee recognises that share ownership is important in aligning the interests of management with those of shareholders. The committee has adopted a policy whereby executive directors are required to build up and retain, within five years of appointment, a minimum holding in Kingspan shares (or fully vested share options) with equivalent market value to 100% of base salary. The executive directors in practice hold significantly
in excess of this requirement and the committee considers that in the circumstances it is not necessary at this time to increase the minimum shareholding requirement. The current shareholdings of the executive directors as a multiple of 2017 salary (based on share price as at 31 Dec 2017) are shown in the table below.
| No. shares held |
Multiple of salary |
|
|---|---|---|
| Gene M. Murtagh 1,128,999 53.4 x times | ||
| Geoff Doherty | 240,350 16.5 x times | |
| Russell Shiels | 300,000 24.2 x times | |
| Peter Wilson | 389,376 35.2 x times | |
| Gilbert McCarthy | 247,637 18.8 x times |
Former directors: There were no pension payments, payments for loss of office or other remuneration paid to any former directors during the relevant financial year.
External advisors: The Remuneration Committee obtained advice from independent remuneration consultants, Mercer, in relation to comparator benchmarking in respect of the 2017 salary review, and also in relation to the drafting of the new 2017 Performance Share Plan and
the selection of an appropriate TSR comparator peer group in respect thereof. Korn Ferry Hay Group advised the committee in relation to the 2018 salary review, and in relation to developments in remuneration governance and practice and the EU Shareholders Rights Directive.
During the year, the committee carried out a procurement process for the appointment of independent expert advisers to the committee, and invited proposals from a number of leading international remuneration consultants. Three of these were shortlisted to present their proposals to the committee, and their proposals were assessed against a number of criteria. As a result of this process the committee was pleased to appoint Korn Ferry Hay Group as its independent remuneration consultants with effect from 13 July 2017. The committee nonetheless acknowledges Mercer's long association with Kingspan, and thanks it for its advice and service to the committee during that time.
Both Mercer and Korn Ferry Hay Group are members of the Remuneration Consultants Group and signatories to its Code of Conduct, and all advice is provided in accordance with this code. During 2017 Mercer also provided administration services to Kingspan's All Employee Approved Profit Sharing Scheme, and Korn Ferry Hay Group carried out a leadership development assessment for senior members of the Kingspan Group, but neither had any other connection with the Group during the year. In light of this the committee is satisfied that the advice obtained was objective
and independent.
Say on pay: Kingspan, as an Irish incorporated company, is not subject to the UK disclosure requirements of the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 that apply to UK incorporated and listed companies. However, in accordance with Kingspan's commitment to best corporate governance practices and shareholder engagement, the Remuneration Committee has incorporated many of the disclosure requirements in this report, and the Board, on the recommendation of the
| Remuneration Committee Activities | Feb | May | July | Oct | Dec |
|---|---|---|---|---|---|
| Salary and fees | |||||
| Engage independent consultants | • | ||||
| Review of overall remuneration policy | • | • | |||
| Review executives' salary, role and responsibilities for 2018 | • | • | |||
| Review non-executives' fees for 2018 | • | • | |||
| Performance pay | |||||
| Assess Group and individual performance against targets for 2016 | • | ||||
| Confirm percentage of performance bonus achieved for 2016 | • | ||||
| Agree Group and individual performance targets for 2018 | • | ||||
| PSP Awards | |||||
| Assess performance of 2014/2016 PSP Awards against targets | • | ||||
| Determine percentage of 2014/2016 PSP Awards which vest | • | ||||
| Finalise terms of new 2017 PSP scheme for proposal to AGM | • | ||||
| Agree targets and level for grants of PSPs Awards for 2017 | • | • | |||
| Governance | |||||
| Review and approve Remuneration Report for Annual Report 2016 | • | ||||
| Consider shareholder votes and feedback from AGM 2017 | • | ||||
| Engage with shareholders on AGM feedback concerning the new PSP scheme | • | • | • | ||
| Update on remuneration trends generally | • | • | |||
| Carry out procurement process to appoint remuneration consultants | • | • | • | ||
| Review of consultants' performance and independence | • |
committee, will put this report of the committee to an advisory vote at the forthcoming Annual General Meeting of the Company.
The table above shows the voting outcome at Kingspan's 2017 Annual General Meeting relating to the 2016 Directors' Remuneration Report, and to the new 2017 Performance Share Plan.
The Company engaged widely with its major shareholders prior to the vote on the new Performance Share Plan (PSP) at our 2017 Annual General Meeting. Whilst the Company was pleased that the new PSP was approved by almost 75% of the votes cast, there was a significant minority of votes cast against the plan.
The committee believed that the terms of the new PSP were welldesigned to drive the Company's long-term performance. When finalising the terms of the new PSP and considering what was in the best interests of the Company and its
shareholders, the committee had felt that it should largely roll-forward the terms of the previous PSP rules, but with updates where appropriate to reflect current best practice. The rollforward terms included continuation of the 50% of maximum vesting level for achieving threshold performance which the committee considered had worked well previously in incentivising and rewarding the more than 300 members of the senior management team who participate in the plan. The committee understands that it was this threshold vesting level which was the main concern of shareholders who voted against the new plan.
Since the 2017 AGM vote the committee reached out to the holders of over 50% of our shares. Taking on board the concerns raised, the committee has decided to reduce to 25% the number of PSP awards that vest on achievement of threshold performance targets for all grants in 2018 and subsequent years under the policy.
This graph shows the Company's TSR performance against the performance of the ISEQ and the FTSE 250 Indices over the nine-year period to 31 December 2017.
| Total votes | For | % | Against | % |
|---|---|---|---|---|
| 133,417,068 | 129,297,752 | 96.91 | 4,119,316 | 3.09 |
| 126,428,962 | 94,149,532 | 74.47 | 32,279,430 | 25.53 |
73 Kingspan Group plc Annual Report & Financial Statements 2017
This report details how the Audit Committee has met its responsibilities under its Terms of Reference, the Irish Companies Act 2014 and the UK Corporate Governance Code (April 2016) in the last twelve months.
The Audit Committee focused particularly on the appropriateness of the Group's fi nancial statements. The committee has satisfi ed itself, and has advised the Board accordingly, that the 2017 Annual Report and fi nancial statements are fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company's performance, business model and strategy. The
signifi cant issues that the committee considered in relation to the fi nancial statements and how these issues were addressed are set out in this Report.
The Audit Committee notes the requirements under section 225 of the Companies Act 2014 and has ensured that the directors are aware of their responsibilities and comply fully with this provision.
One of the Audit Committee's key responsibilities is to review the Group's risk management and internal controls systems, including in particular internal fi nancial controls. During the year, the committee
carried out a robust assessment of the principal risks facing the Group and monitored the risk management and internal control system on an ongoing basis. Further details in regard to these matters are also set out in this Report on page 74.
The committee also reviewed the eff ectiveness of both the external audit process and the internal audit function as part of the continuous improvement of fi nancial reporting and risk management across the Group.
Michael Cawley
Chairman, Audit Committee
The Board has established an Audit Committee to monitor the integrity of the Group's fi nancial statements and the eff ectiveness of the Group's internal fi nancial controls. The committee's role and responsibilities are set out in the committee's terms of reference which are available from the Company and are displayed on the Group's website (www.kingspan. com). The Terms of Reference are reviewed annually and amended where appropriate. During the year the committee worked with management, the external auditors, internal audit, and other members of the senior management team in fulfi lling these responsibilities. The Audit Committee report deals with the key areas in
which the Audit Committee plays an active role and has responsibility.
These areas are as follows:
→ Whistleblowing procedures.
→ Risk Management and internal
As at 31 December 2017, the Audit Committee comprised three independent non-executive directors who are Michael Cawley (Chairman), Linda Hickey and John Cronin.
The biographies of each can be found on page 47.
The Board considers that the committee as a whole has an appropriate and experienced blend of commercial, fi nancial and industry expertise to enable it to fulfi l its duties, and that the committee chairman, Michael Cawley B.Comm., F.C.A., has appropriate recent and relevant fi nancial experience.
The committee met four times during the year ended 31 December 2017 and attendance at the meetings is noted below. The activities of the Audit Committee in each meeting are noted on the page below.
| Committee Member | Attended | Eligible | Joined Committee | |||
|---|---|---|---|---|---|---|
| Michael Cawley (Chairman) | 4 | 4 | 2014 | |||
| Linda Hickey | 4 | 4 | 2013 | |||
| John Cronin | 4 | 4 | 2015 | |||
| Audit Committee activities | Feb | June | Aug | Dec | ||
| Financial reporting | ||||||
| Review and approve preliminary & half-year results | • | • | ||||
| Consider key audit and accounting issues and judgements | • | • | ||||
| Approve going concern and viability statements | • | |||||
| Consider accounting policies and the impact of new accounting standards | • | • | ||||
| Review management letter from auditors | • | |||||
| Review any related party matters and intended disclosures | • | |||||
| Review Annual Report and confi rm if fair, balanced and understandable | • | |||||
| External auditors | ||||||
| Plan for year-end audit & half year review | • | • | ||||
| Approval of audit engagement letter and audit fees | • | |||||
| Confi rm auditor independence, materiality of fees, and non-audit services | • | • | ||||
| Internal audit and risk management controls | ||||||
| Review of internal audit reports and monitor progress on open actions | • | • | • | • | ||
| Approve internal audit plan and resources, taking account of risk management | • | • | • | • | ||
| Review of fi nancial, IT and general controls | • | • | • | • | ||
| Monitor Group whistleblowing procedures | • | • | • | • | ||
| Assessment of the principal risks and eff ectiveness of internal control systems | • | |||||
| Governance | ||||||
| Assurances as to corporate governance and Corporate Governance Code compliance | • | |||||
| Accounting standards update | • | |||||
| Corporate governance update | • | • | ||||
| Evaluation of external and internal audit functions | • | |||||
| Directors' Compliance Statement policy and procedures | • | |||||
| Policy on the engagement of external auditors | • | |||||
| General Data Protection Regulation legislation | • | • |
As Chairman of the Audit Committee, I am pleased to present the report of the committee for the year ended 31 December 2017.
Directors' Report Report of the Audit Committee
The committee considered the annual impairment assessment of goodwill prepared by management for each Cash Generating Unit ("CGU") using a discounted cash fl ow analysis based on the strategic plans approved by the Board, including a sensitivity analysis on key assumptions. The primary judgement areas were the achievability of the long-term business plans and the key macroeconomic and business specifi c assumptions. In considering the matter, the committee discussed with management the judgements made and the sensitivities performed. Further detail
The committee reviewed the judgements applied by management in assessing both specifi c and risk based warranty provisions at 31 December 2017. The committee reviewed and discussed with management the monthly reports presented to the Board which set out, for each of the Group's divisions, warranty provision and warranty costs and analyse these costs as a percentage of divisional sales. A retrospective review of warranty provisions at 31 December 2016 was also carried out in order to note any indication of management bias within the provisions and none was noted. The Committee was satisfi ed that such judgements were appropriate and the risk had been
| Primary areas of judgement |
Committee activity |
|---|---|
| Consideration of impairment of goodwill |
The committee considered the annual impairment assessment of goodwill prepared by management for each Cash Generating Unit ("CGU") using a discounted cash fl ow analysis based on the strategic plans approved by the Board, including a sensitivity analysis on key assumptions. The primary judgement areas were the achievability of the long-term business plans and the key macroeconomic and business specifi c assumptions. In considering the matter, the committee discussed with management the judgements made and the sensitivities performed. Further detail of the methodology is set out in Note 10 to the fi nancial statements. |
| KPMG also provided the Committee with their evaluation of the impairment review process. | |
| Kingspan completed 8 acquisitions during the fi nancial year. The allocation of goodwill to CGUs is not yet complete for all acquisitions but the methodology of the assessments of such items of goodwill was presented to the Committee and the results were deemed appropriate. |
|
| Adequacy of warranty provision |
The committee reviewed the judgements applied by management in assessing both specifi c and risk based warranty provisions at 31 December 2017. The committee reviewed and discussed with management the monthly reports presented to the Board which set out, for each of the Group's divisions, warranty provision and warranty costs and analyse these costs as a percentage of divisional sales. A retrospective review of warranty provisions at 31 December 2016 was also carried out in order to note any indication of management bias within the provisions and none was noted. The Committee was satisfi ed that such judgements were appropriate and the risk had been adequately addressed. |
| Recoverability of trade receivables and adequacy of provision |
The committee reviewed the judgements applied by management in determining the bad debt provision at 31 December 2017. The committee reviewed and discussed with management the monthly Board report which sets out aged analysis of gross debtor balances and associated bad debt provision and reviewed security (including credit insurance) that is in place. A retrospective review of bad debt provisions at 31 December 2016 was also carried out in order to note any indication of management bias within the provision and none was noted. The Committee was satisfi ed that such judgements were appropriate and the risk had been adequately addressed. |
| Valuation of inventory and adequacy of inventory provision |
The committee reviewed the valuation and provisioning for inventory at 31 December 2017. The main area of judgement was the level of provisioning required for slow moving and obsolete inventory. The committee reviewed and discussed with management the monthly board report which sets out, for each of the Group's divisions, gross inventory balances and associated obsolescence provision including an analysis by inventory, category and ageing. A retrospective review of the inventory provision at 31 December 2016 was also carried out in order to note any indication of management bias within the provisions and none was noted. The Committee was satisfi ed that such judgements were appropriate and the risk had been adequately addressed. |
| Taxation | Provisioning for potential current tax liabilities and the level of deferred tax asset recognition in relation to accumulated tax losses is underpinned by a range of judgements. The committee addresses these issues through a range of reporting from senior management and a process of challenging the appropriateness of management's views including the degree to which these are supported by professional advice from external legal and other advisory fi rms. |
| The Group's accounting manual sets out detailed policies that prescribe the methodology to be used by management in calculating the above provisions. Each division formally confi rms compliance with these policies on an annual basis. |
|
| The Committee was satisfi ed that such judgements were appropriate and the risk had been adequately addressed. |
|
| Accounting for acquisitions |
Total acquisition consideration in 2017 amounted to €207.1m, including deferred contingent consideration. The committee discussed with management and the external auditor the accounting treatment for newly acquired businesses, and the related judgements made by management, and were satisfi ed that the treatment in the Group's fi nancial statements was appropriate. |
by the auditor for any non-standard issues;
The primary areas of judgement considered by the committee in relation to the Group's 2017 fi nancial statements, and how they were addressed by the committee are set out overleaf.
Each of these areas received particular focus from the external auditor, who provided detailed analysis and assessment of the matter in their report to the committee.
In addition, the Internal Audit team review the businesses covered in their annual Internal Audit Plan, as agreed by the committee, and report their fi ndings to the Audit Committee throughout the year. These internal audit reviews are focused on areas of judgement such as warranty provisions, trade receivables and inventory and provide the committee with information on the adequacy and appropriateness of provisions in these areas.
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Each committee meeting was attended by the Group Chief Financial Offi cer, the Group Financial Controller and the Head of Internal Audit. The external auditor also attended these meetings as required. The Company Secretary is the secretary of the Audit Committee.
The chairman of the Audit Committee also met with both the Head of Internal Audit and the external audit lead partner outside of committee meetings as required throughout the year.
As outlined on pages 59 and 60 within the Corporate Governance Statement, the performance of the Board also includes a review of the committees. Any recommendations raised in relation to the Audit Committee are acted upon in a formal and structured manner. No issues were identifi ed for the year ending 31 December 2017.
The committee is responsible for monitoring the integrity of the Group's fi nancial statements and reviewing the fi nancial reporting judgements contained therein. The fi nancial statements are prepared by a fi nance team with the appropriate qualifi cations and expertise.
The committee confi rmed to the Board that the annual report, taken as a whole, is fair, balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model and strategy.
In respect of the year to 31 December 2017, the committee reviewed:
In carrying out these reviews, the committee:
76 77 Kingspan Group plc Annual Report & Financial Statements 2017
The Audit Committee has responsibility for overseeing the Group's relationship with the external auditor including reviewing the quality and effectiveness of their performance, their external audit plan and process, their independence from the Group, their appointment and their audit fee proposals.
Following the completion of the 2016 year-end audit, the committee carried out a review of the effectiveness of the external auditor and the audit process. This review involved discussions with both Group management and internal audit and feedback provided by divisional management. The committee continues to monitor the performance and objectivity of the external auditors and takes this into consideration when making its recommendations to the Board on the remuneration, the terms of engagement and the re-appointment, or otherwise, of the external auditors.
Prior to commencement of the 2017 year-end audit and half-year review, the committee approved the external auditor's work plan and resources and agreed with the auditor's various key areas of focus, including accounting for acquisitions, impairments, warranty provisions, as well as a particular focus on certain higher risk jurisdictions.
During the year the committee met with the external auditor without management being present. This meeting provided the opportunity for direct dialogue and feedback between the committee and the auditor, where they discussed inter alia some of the key audit management letter points.
Directive 2014/56/EU and Regulation EU No. 537/2014EU is effective for the year ended 31 December 2017. Under this legislation, Kingspan Group plc is considered a Public Interest Entity ("PIE"). The key new requirements under this legislation are:
auditor and feedback provided by divisional management. The committee was satisfied that the internal audit function is working effectively, improves risk management throughout the Group and that the internal audit function team is sufficiently resourced in addition to having the adequate level of experience and expertise.
The Audit Committee has been delegated, from the Board, the responsibility for monitoring the effectiveness of the Group's system of risk management and internal control.
The Audit Committee monitors the Group's risk management and internal control processes through detailed discussions with management and executive directors, the review and approval of the internal audit reports, which focus on the areas of greatest risk to the Group, and the external audit reports, as part of both the year-end audit and the half year review process, all of which highlight the key areas of control weakness in the Group. All weaknesses identified
by either internal or external audit are discussed by the committee with Group management and an implementation plan for the targeted improvements to these systems is
put in place. The implementation plan is reviewed by the Internal Audit function and then reported back to the Audit Committee. As part of its standing schedule of business, the committee carried out an annual risk assessment of the business to formally identify the key risks facing the Group. Full details of this risk assessment and the key risks identified are set out in the Risk & Risk Management section of this Annual Report on pages 30 and 31.
These processes, which are used by the Audit Committee to monitor the effectiveness of the Group's system of risk management and internal control, were in place throughout the accounting period and remain in place up to the date of approval of this Annual Report.
The main features of the Group's internal control and risk management systems that specifically relate to the Group's financial reporting and accounts consolidation process are set out in the Corporate Governance Report on page 62.
The Group has a Code of Conduct, full details of which are available on the Group's website (www.kingspan.com).
Based on the standards set out in this Code of Conduct, the Group employs a comprehensive, confidential and independent whistleblowing phone service to allow all employees to raise their concerns about their working environment and business practices. This service then allows management and employees to work together to address any instances of fraud, abuse and other misconduct in the workplace.
Any instances of fraud, abuse or misconduct reported on the whistleblowing phone service are reported to the Head of Internal Audit and the Company Secretary, who then evaluate each incident for onward communication to the committee. This onwards communication consists of the full details of the incident, key control failures, any financial loss and actions for improvement.
During the year, the committee reviewed the Group's whistleblowing process and was satisfied with the design and operating effectiveness of the process.
Kingspan Group plc is in full compliance with the EU Audit Reform. With regards audit firm rotation, at the very latest, KPMG will be in situ for the final time for the year ending 31 December 2020 and thereafter a formal tender process will commence.
The committee is responsible for ensuring that the external auditor is objective and independent. KPMG has been the Group's auditor since 2011, following a formal tender process in which a number of leading global firms submitted written tenders and presentations. This was the last formal tender process carried out by the Group. The lead audit partner is rotated every five years. In 2016, David Meagher succeeded Roger Gillespie as lead audit partner.
The committee received confirmation from the auditor that they are independent of the Group under the requirements of the Financial Reporting Council's Ethical Standards for Auditors. The auditor also confirmed that they were not aware of any relationships between the Group and the firm or between the firm and any persons in financial reporting oversight roles in the Group that may affect its independence.
In order to further ensure independence, the committee has a policy on the provision of non-audit services by the external auditor that seeks to ensure that the services provided by the external auditor are not, or are not perceived to be, in conflict with auditor independence. By obtaining an account of all relationships between the external auditor and the Group, and by reviewing the economic importance of the Group to the external auditor by monitoring the audit fees as a percentage of total income generated from the relationship with the Group, the committee ensured that the independence of the external audit was not compromised. During 2016 the committee reviewed and updated its policy on the engagement of external auditors and the provision of non-audit services in order to bring it into full compliance with the EU audit reform legislation. An analysis of fees paid to the external auditor, including the non-audit fees, is set out in Note 6 and detailed below.
The committee reviewed and agreed the annual internal audit plan, which the committee believes is appropriate to the scope and nature of the Group. The internal audit plan is risk based, with all divisions audited every year, and all new businesses audited within 12 months of acquisition.
The committee reviewed reports from the Head of Internal Audit at its quarterly meetings. These reports enable the committee to monitor the progress of the internal audit plan, to discuss key findings and the plan to address them in addition to status updates of previous key findings.
Czech Republic Pouzar Hockey Stadium Insulated Panels: KS1150 TL Fire Rating: FM Approved when tested as part of a system
/
Independent Auditor's Report 80 Consolidated Income Statement 83 Consolidated Statement of Comprehensive Income 83 Consolidated Statement of Financial Position 84 Consolidated Statement of Changes in Equity 85 Consolidated Statement of Cash Flows 87 Company Statement of Financial Position 88 Company Statement of Changes in Equity 89 Company Statement of Cash Flows 90
| 1 | Statement of Accounting Policies | 91 |
|---|---|---|
| 2 | Segment Reporting | 99 |
| 3 | Employees | 101 |
| 4 | Non Trading Items | 102 |
| 5 | Finance Expense and Finance Income | 103 |
| 6 | Profit for the Year Before Tax | 103 |
| 7 | Directors' Remuneration | 104 |
| 8 | Income Tax Expense | 104 |
| 9 | Earnings Per Share | 105 |
| 10 Goodwill | 105 | |
| 11 | Other Intangible Assets | 107 |
| 12 | Property, Plant and Equipment | 108 |
| 13 | Investments in Subsidiaries | 108 |
| 14 | Inventories | 109 |
| 15 | Trade and Other Receivables | 109 |
| 16 | Trade and Other Payables | 110 |
| 17 | Interest Bearing Loans and Borrowings | 110 |
| 18 | Deferred Contingent Consideration | 111 |
| 19 | Financial Risk Management and | |
| Financial Instruments | 112 | |
| 20 Provisions for Liabilities | 118 | |
| 21 | Deferred Tax Assets and Liabilities | 119 |
| 22 Business Combinations | 119 | |
| 23 Share Capital | 122 | |
| 24 Share Premium | 122 | |
| 25 Treasury Shares | 122 | |
| 26 Retained Earnings | 122 | |
| 27 Dividends | 123 | |
| 28 Non-Controlling Interest | 123 | |
| 29 Reconciliation of Net Cash Flow to | ||
| Movement in Net Debt | 123 | |
| 30 Cash Generated from Operations | 124 | |
| 31 | Guarantees and Other Financial Commitments 124 | |
| 32 Pension Obligations | 125 | |
| 33 Related Party Transactions | 128 | |
| 34 Post Balance Sheet Events | 128 | |
| 35 Approval of Financial Statements | 128 | |
| Alternative Performance Measures (APMS) | 129 |
|---|---|
| Shareholder Information | 131 |
| Principal Subsidiary Undertakings | 133 |
| Group Five Year Summary | 136 |
Insulated Panels: BENCHMARK Designwall 2000. Morin Exposed Fastener VB-36 —
Fire Rating: BENCHMARK Designwall 2000: FM Approved when tested as part of a system. Morin: n/a
79 Kingspan Group plc
relation to key model inputs, such as projected economic growth, competition, cost inflation and discount rates. We examined the sensitivity analysis performed by Group management and performed our own sensitivity analysis in relation to the key assumptions. We compared the sum of the discounted cash flows to the Group's market capitalisation. We also assessed whether the disclosures in relation to the key assumptions and in respect of the sensitivity of the outcome of the impairment assessment to changes in those key
assumptions were appropriate.
Based on evidence obtained, we concluded that the key assumptions used by management were appropriate, and supported management's conclusion that no impairment of goodwill was required.
Refer to Note 13 to the financial statements.
The investments in subsidiary undertakings are carried in the Company's financial statements at cost less impairment. Impairments are determined by reference to the subsidiary undertakings' fair value.
In this area our audit procedures included, among others, assessing the carrying value of subsidiaries for any objective indicators of impairment.
Based on the results of our testing, we concur with management's assessment that no impairment is required.
Materiality for the Group financial statements as a whole was set at €17.5 million (2016: €14.0 million).
This has been calculated using a benchmark of Group profit before taxation (of which it represents 5% (2016: 5%)), which we have determined, in our professional judgement, to be one of the principal benchmarks within the financial statements relevant to members of the Company in assessing financial performance.
Materiality for the Company financial statements as a whole was set at €13.4m (2016: €13.2m), determined with reference to a benchmark of Company's total assets of which it represents 1% (2016: 1%).
We report to the Audit Committee all corrected and uncorrected misstatements we identified through our audit in excess of €350,000 (2016: €300,000), in addition to other audit misstatements below that threshold that we believe warranted reporting on qualitative grounds.
The structure of the Group's finance function is such that certain transactions and balances are accounted for by the central Group finance team, with the remainder accounted for in the Group's reporting components. We performed comprehensive audit procedures, including those in relation to the significant risks set out above, on those transactions and balances accounted for at Group. The Group audit team carried out the audit of the Company financial statements.
In respect of components, based on our assessment of the financial significance of each of the Group's 209 components, we determined that there were:
! 132 components where the audit procedures comprised analytical review procedures to ensure that our initial assessment that there were no significant risks of misstatement of the Group financial statements in those
The coverage we obtained was as follows:
| Full scope components |
Specific scope components |
Other components |
|
|---|---|---|---|
| % | % | % | |
| Profit before tax 86 | 13 | 1 | |
| Revenue | 74 | 16 | 10 |
| Total assets | 80 | 12 | 8 |
The audits undertaken for Group reporting purposes at the key reporting components were all performed to component materiality levels. These component materiality levels were set individually for each component and ranged from €1,000,000 to €4,500,000. Detailed audit instructions were sent to the component auditors in all of these identified locations. These instructions covered the significant audit areas to be covered by these audits (which included the relevant risks of material misstatement detailed above) and set out the information required to be reported to the Group audit team.
Senior members of the Group audit team were directly responsible for the audit of 33 full scope components and 8 specific scope components. In respect of the 26 full scope components and 10 specific scope components carried out by other component auditors (all KPMG member firms), senior members of the Group audit team:
! participated in planning calls to ensure that acquired entities, visited the component;
during which the results of the audit were discussed by local management, the local audit team, Group management and the
Based on the above procedures, the Group audit team was satisfied with the coverage obtained and the audit work performed in respect of each component.
We are required to report to you if:
We have nothing to report in these respects.
The directors are responsible for the other information presented in the annual report together with the financial statements. The other information comprises the information included in the Directors' Report other than the financial statements and our auditor's report thereon. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work we have not identified material misstatements in the other information.
Based solely on that work, we report that
Based on the knowledge we acquired during our financial statements audit, we have nothing material to add or draw attention to in relation to:
We have audited the financial statements of Kingspan Group plc ("the Company") and its subsidiaries (together "the Group") for the year ended 31 December 2017 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows, the Company Statement of Financial Position, the Company Statement of Changes in Equity, the Company Statement of Cash Flows and the related notes, including the accounting policies in note 1. The financial reporting framework that has been applied in their preparation is Irish Law and International Financial Reporting Standards (IFRS) as adopted by the European Union and, as regards the Company financial statements, as applied in accordance with the provisions of the Companies Act 2014 (the "Act").
In our opinion:
We conducted our audit in accordance with International Standards on Auditing (Ireland) ("ISAs (Ireland)") and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities section of our report. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent with our report to the Audit Committee.
We were appointed as auditor by the directors on 17 June 2011. The period of total uninterrupted engagement is the 7 financial years ended 31 December 2017. We have fulfilled our ethical responsibilities under, and we remained independent of the Group in accordance with, ethical requirements applicable in Ireland, including the Ethical Standard issued by the Irish Auditing and Accounting Supervisory Authority ("IAASA") as applied to listed public interest entities. No non-audit services prohibited by that standard were provided.
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of the financial statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us, including 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 forming our opinion thereon, and we do not provide a separate opinion on these matters.
In arriving at our audit opinion above, the key audit matters, in decreasing order of audit significance, and which were unchanged for the Group from our report on the 31 December 2016 financial statements, were as set out below:
Refer to page 75 (Report of the Audit Committee), page 92 (accounting policy) and Note 22 to the financial statements.
The Group completed a number of acquisitions during the year, as set out in Note 22. The acquired businesses comprise a number of components in multiple jurisdictions and accounting for the completed transactions involves estimating the fair value at acquisition date of the assets and liabilities of each component, including the identification and valuation, where appropriate, of intangible assets. Significant judgement is involved in relation to the assumptions used in this valuation process. There is a risk that these assumptions are inappropriate.
Our audit procedures in this area included, among others, an inspection of the legal agreements underpinning each transaction. We examined the information contained in due diligence reports and business case submissions proposing the acquisitions to the board and, where commissioned by the Group, third party valuations of intangible assets. We considered the assumptions used in determining contingent consideration and the fair value of the Group's option to acquire minority shares in the acquired entities. We assessed the accounting entries used to record each acquisition, the acquisition date assets and liabilities of each of the acquired entities, and, where the fair value assessment exercise had been completed by management, the fair value adjustments made thereto.
We also challenged the Group's critical assumptions in relation to the identification and valuation of intangible assets by assessing whether all intangible assets had been appropriately identified; by considering the appropriateness of the methodology used to value the intangible assets; by comparing the key assumptions used to external data, where available; and by assessing the arithmetic accuracy of calculations underpinning the values. We considered whether the resulting goodwill balances appeared reasonable. We also assessed whether the disclosures as set out in Note 22 were in compliance with IFRS 3.
Based on evidence obtained, we concluded that the key assumptions used when accounting for acquisitions were appropriate.
Refer to page 75 (Report of the Audit Committee), page 96 (accounting policy) and Note 20 to the financial statements.
The Group's business involves the sale of products under warranty, some of which use new technology and applications. Accordingly, the Group has recorded significant warranty provisions which are inherently judgemental in nature. These provisions are required in order for the Group to record an appropriate estimate of the ultimate costs of repairing and replacing product that is ascertained to be faulty.
Our audit procedures included, among others, assessing management's approach to identifying, recording and monitoring potential claims; consideration of the nature and basis of the provision and the range of potential outcomes; correspondence in relation to specific claims; progress on individual significant claims; and relevant settlement history of claims and utilisation of related provisions. We considered the rollout of new technology and products and challenged the Group's assumptions in relation to potential failure rates, considering past failure rates and related settlements where necessary. We substantively tested material movements in the provision and considered the accounting for movements in the provision balances and the related disclosures for compliance with IAS 37.
Based on evidence obtained, we concluded that management's process for identifying and quantifying warranty provisions was appropriate and that the resulting provision was reasonable.
Refer to page 75 (Report of the Audit Committee), page 93 (accounting policy) and Note 10 to the financial statements.
There is a risk in respect of the recoverability of the Group's goodwill if future cash flows are not sufficient to recover the carrying value of the Group's goodwill; this could occur if demand is weak or due to the nature of the cost base in certain markets. We focus on this area due to the inherent uncertainty involved in forecasting and discounting future cash flows, which are the basis of the assessment of recoverability.
How the matter was addressed in our audit Our audit procedures in this area included, among others, assessing the Group's impairment models for each CGU and evaluating the assumptions used by the Group in the model, specifically the cash flow projections, perpetuity rates and discount rates. We compared the Group's assumptions, where possible, to externally derived data and performed our own assessment in
OPINION AND CONCLUSIONS ARISING FROM OUR AUDIT
reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are required to address the following items and report to you in the following circumstances:
We have nothing to report in these respects.
We also report that, based on work undertaken for our audit, all of the other information required by the Act is contained in the Corporate Governance Statement.
We have obtained all the information and explanations which we consider necessary for the purpose of our audit.
In our opinion, the accounting records of the Company were sufficient to permit the financial statements to be readily and properly audited and the Company's statement of financial position is in agreement with the accounting records.
The Act requires us to report to you if, in our opinion, the disclosures of directors' remuneration and transactions required by sections 305 to 312 of the Act are not made.
The Listing Rules of the Irish Stock Exchange require us to review:
As explained more fully in their statement set out on pages 54 and 55, the directors are responsible for: the preparation of the financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and 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 they either intend to liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (Ireland) will always detect a material misstatement when it exists. Misstatements can arise from fraud, other irregularities or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. The risk of not detecting a material misstatement resulting from fraud or other irregularities is higher than for one resulting from error, as they may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control and may involve any area of law and regulation not just those directly affecting the financial statements.
A fuller description of our responsibilities is provided on IAASA's website at https://www. iaasa.ie/getmedia/b2389013-1cf6-458b-9b8f-a98202dc9c3a/Description_of_auditors_ responsiblities_for_audit.pdf
Our report is made solely to the Company's members, as a body, in accordance with section 391 of the Companies Act 2014. 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 our report, or for the opinions we have formed.
David Meagher for and on behalf of
KPMG Chartered Accountants, Statutory Audit Firm 1 Stokes Place St. Stephen's Green Dublin 2 Ireland
23 February 2018
| Note | 2017 €m |
2016 €m |
|
|---|---|---|---|
| REVENUE | 2 | 3,668.1 | 3,108.5 |
| Cost of sales | (2,615.4) | (2,168.3) | |
| GROSS PROFIT | 1,052.7 | 940.2 | |
| Operating costs, excluding intangible amortisation | (675.2) | (599.3) | |
| TRADING PROFIT | 2 | 377.5 | 340.9 |
| Intangible amortisation | (15.7) | (12.6) | |
| Non trading items | 4 | 0.6 | - |
| OPERATING PROFIT | 362.4 | 328.3 | |
| Finance expense | 5 | (16.4) | (14.4) |
| Finance income | 5 | 0.5 | 0.1 |
| PROFIT FOR THE YEAR BEFORE INCOME TAX | 6 | 346.5 | 314.0 |
| Income tax expense | 8 | (60.6) | (58.5) |
| NET PROFIT FOR THE YEAR FROM CONTINUING OPERATIONS | 285.9 | 255.5 | |
| Attributable to owners of Kingspan Group plc Attributable to non-controlling interests |
28 | 284.3 1.6 |
255.4 0.1 |
| 285.9 | 255.5 | ||
| EARNINGS PER SHARE FOR THE YEAR | |||
| Basic | 9 | 159.0c | 143.8c |
| Diluted | 9 | 157.3c | 141.6c |
Gene M. Murtagh Geoff Doherty 23 February 2018 Chief Executive Officer Chief Financial Officer
| Note | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Profit for the year | 285.9 | 255.5 | |
| Other comprehensive income: | |||
| Items that may be reclassified subsequently to profit or loss | |||
| Exchange differences on translating foreign operations | (85.2) | (43.8) | |
| Effective portion of changes in fair value of cash flow hedges Income taxes relating to changes in fair value of cash flow hedges |
21 | (2.1) - |
(0.7) 0.1 |
| Items that will not be reclassified subsequently to profit or loss | |||
| Actuarial gains /(losses) on defined benefit pension schemes | 32 | 1.0 | (2.9) |
| Income taxes relating to actuarial gains /(losses) on defined benefit pension schemes | 21 | (0.2) | 0.6 |
| Total other comprehensive income | (86.5) | (46.7) | |
| Total comprehensive income for the year | 199.4 | 208.8 | |
| Attributable to owners of Kingspan Group plc | 201.0 | 208.2 | |
| Attributable to non-controlling interests | 28 | (1.6) | 0.6 |
| 199.4 | 208.8 |
| Note | 2017 €m |
2016 €m |
|
|---|---|---|---|
| ASSETS | |||
| NON -CURRENT ASSETS |
|||
| Goodwill | 10 | 1,095.7 | 990.1 |
| Other intangible assets | 11 | 90.3 | 91.9 |
| Property, plant and equipment | 12 | 703.3 | 665.5 |
| Derivative financial instruments | 19 | 22.2 | 40.6 |
| Retirement benefit assets | 32 | 7.9 | 6.7 |
| Deferred tax assets | 21 | 16.5 | 12.0 |
| CURRENT ASSETS | 1,935.9 | 1,806.8 | |
| Inventories | 14 | 447.1 | 365.5 |
| Trade and other receivables | 15 | 675.9 | 601.9 |
| Derivative financial instruments | 19 | 0.1 | 8.4 |
| Cash and cash equivalents | 176.6 | 222.0 | |
| 1,299.7 | 1,197.8 | ||
| TOTAL ASSETS | 3,235.6 | 3,004.6 | |
| LIABILITIES | |||
| CURRENT LIABILITIES | |||
| Trade and other payables | 16 | 645.2 | 585.2 |
| Provisions for liabilities | 20 | 52.3 | 55.5 |
| Derivative financial instruments | 19 | 0.1 | - |
| Deferred contingent consideration | 18 | 6.4 | 6.8 |
| Interest bearing loans and borrowings | 17 | 1.2 | 41.1 |
| Current income tax liabilities | 80.9 | 77.1 | |
| NON -CURRENT LIABILITIES |
786.1 | 765.7 | |
| Retirement benefit obligations | 32 | 21.5 | 20.8 |
| Provisions for liabilities | 20 | 48.7 | 45.4 |
| Interest bearing loans and borrowings | 17 | 661.5 | 657.3 |
| Deferred tax liabilities | 21 | 38.7 | 37.8 |
| Deferred contingent consideration | 18 | 111.1 | 6.1 |
| 881.5 | 767.4 | ||
| TOTAL LIABILITIES | 1,667.6 | 1,533.1 | |
| NET ASSETS | 1,568.0 | 1,471.5 | |
| EQUITY | |||
| Share capital Share premium |
23 24 |
23.6 95.6 |
23.4 95.6 |
| Capital redemption reserve | 0.7 | 0.7 | |
| Treasury shares | 25 | (14.0 ) |
(12.5 ) |
| Other reserves | (220.5 ) |
(58.9 ) |
|
| Retained earnings | 1,642.7 | 1,406.6 | |
| EQUITY ATTRIBUTABLE TO OWNERS OF KINGSPAN GROUP PLC | 1,528.1 | 1,454.9 | |
| NON -CONTROLLING INTEREST |
28 | 39.9 | 16.6 |
| TOTAL EQUITY | 1,568.0 | 1,471.5 |
Gene M. Murtagh Geoff Doherty 23 February 2018 Chief Executive Officer Chief Financial Officer
Consolidated Statement of Changes in Equity for the year ended 31 December 2017
Share
Share
Capital
Treasury
Translation
Cash Flow
Share
Revaluation
Put
Retained
Total
Non-
Total
| Capital | Premium | Redemption Reserve |
Shares | Reserve | Hedging Reserve |
Based Payment Reserve |
Reserve | Option Liability Reserve |
Earnings | Attributable to Owners of the Parent |
Controlling Interest |
Equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | |
| Balance at 1 January 2017 | 23.4 | 95.6 | 0.7 | (12.5) | (95.2) | 2.3 | 33.3 | 0.7 | - | 1,406.6 | 1,454.9 | 16.6 | 1,471.5 |
| Transactions with owners recognised directly in equity | |||||||||||||
| Employee share based compensation | 0.2 | - | - | - | - | - | 10.7 | - | - | - | 10.9 | - | 10.9 |
| Tax on employee share based compensation | - | - | - | - | - | - | 0.8 | - | - | 3.1 | 3.9 | - | 3.9 |
| Exercise or lapsing of share options | - | - | - | - | - | - | (9.6) | - | - | 9.6 | - | - | - |
Repurchase of shares - - - (1.5) - - - - - - (1.5) - (1.5) Dividends - - - - - - - - - (61.7) (61.7) - (61.7)
Transactions with non-controlling interests:
Arising on acquisition - - - - - - - - (79.1) - (79.1) 24.9 (54.2) Fair value movement - - - - - - - - (0.3) - (0.3) - (0.3) Transactions with owners 0.2 - - (1.5) - - 1.9 - (79.4) (49.0) (127.8) 24.9 (102.9)
| Profit for the year | - | - | - | - | - | - | - | - | - | 284.3 | 284.3 | 1.6 | 285.9 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Other comprehensive income: | |||||||||||||
| Items that may be reclassified subsequently to profit or loss Cash flow hedging in equity |
|||||||||||||
| - current year | - | - | - | - | - | (2.1) | - | - | - | - | (2.1) | - | (2.1) |
| - tax impact | - | - | - | - | - | - | - | - | - | - | - | - | - |
| Exchange differences on translating foreign operations |
- | - | - | - | (82.0) | - | - | - | - | - | (82.0) | (3.2) | (85.2) |
| Items that will not be reclassified subsequently to profit or loss | |||||||||||||
| Actuarial losses of defined benefit pension scheme | - | - | - | - | - | - | - | - | - | 1.0 | 1.0 | - | 1.0 |
| Income taxes relating to actuarial losses on defined benefit pension scheme |
- | - | - | - | - | - | - | - | - | (0.2) | (0.2) | - | (0.2) |
| Total comprehensive income for the year | - | - | - | - | (82.0) | (2.1) | - | - | - | 285.1 | 201.0 | (1.6) | 199.4 |
| Balance at 31 December 2017 | 23.6 | 95.6 | 0.7 | (14.0) | (177.2) | 0.2 | 35.2 | 0.7 | (79.4) | 1,642.7 | 1,528.1 | 39.9 | 1,568.0 |
85
| 30 | 362.5 (61.6 ) (17.3 ) 283.6 (85.0 ) (4.8 ) 4.2 |
374.2 (50.3 ) (14.3 ) 309.6 (113.3 ) - |
|---|---|---|
| 10.2 | ||
| 5.7 | - | |
| (173.9 ) |
(251.4 ) |
|
| 18 | - | (3.0 ) |
| 0.5 | 0.1 | |
| (253.3 ) |
(357.4 ) |
|
| 220.0 | ||
| (99.4 ) |
||
| - | ||
| 1.8 | ||
| 0.2 | 3.2 | |
| 25 | (1.5 ) |
(1.3 ) |
| 28 | - | (0.4 ) |
| 27 | (61.7 ) |
(48.0 ) |
| (65.6 ) |
75.9 | |
| 28.1 | ||
| (18.1 ) |
||
| 222.0 | 212.0 | |
| 222.0 | ||
| 22 29 29 29 29 29 |
30.4 (41.8 ) 8.0 0.8 (35.3 ) (10.1 ) 176.6 |
| mber 2016 |
|---|
| ment of Changes in Equity for the year ended 31 Dece |
| Consolidated State |
| Share Capital |
Share Premium |
Capital Redemption Reserve |
Treasury Shares |
Translation Reserve |
Cash Flow Hedging Reserve |
Share Based Payment Reserve |
Revaluation Reserve |
Retained Earnings |
Total Attributable to Owners of the Parent |
Controlling Interest Non |
Total Equity |
|
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | €m | |
| Balance at 1 January 2016 | 23.3 | 92.5 | 0.7 | (11.3) | (50.9) | 2.9 | 29.6 | 0.7 | 1,194.9 | 1,282.4 | 11.4 | 1,293.8 |
| Transactions with owners recognised directly in equity | ||||||||||||
| Employee share based compensation | 0.1 | 3.1 | - | - | - | - | 10.4 | - | - | 13.6 | - | 13.6 |
| Tax on employee share based compensation | - | - | - | - | - | - | (0.3) | - | 1.7 | 1.4 | - | 1.4 |
| Exercise or lapsing of share options | - | - | - | - | - | - | (6.4) | - | 6.4 | - | - | - |
| Repurchase of shares | - | - | - | (1.3) | - | - | - | - | - | (1.3) | - | (1.3) |
| Transfer of shares | - | - | - | 0.1 | - | - | - | - | - | 0.1 | - | 0.1 |
| Dividends | - | - | - | - | - | - | - | - | (48.0) | (48.0) | - | (48.0) |
| Transactions with non-controlling interests: | ||||||||||||
| Arising on acquisition | - | - | - | - | - | - | - | - | - | - | 3.5 | 3.5 |
| Change of ownership interest | - | - | - | - | - | - | - | - | (1.5) | (1.5) | 1.5 | - |
| Dividends paid to non-controlling interest | - | - | - | - | - | - | - | - | - | - | (0.4) | (0.4) |
| Transactions with owners | 0.1 | 3.1 | - | (1.2) | - | - | 3.7 | - | (41.4) | (35.7) | 4.6 | (31.1) |
| Total comprehensive income for the year | ||||||||||||
| Profit for the year | - | - | - | - | - | - | - | - | 255.4 | 255.4 | 0.1 | 255.5 |
| Other comprehensive income: | ||||||||||||
| Items that may be reclassified subsequently to profit or loss | ||||||||||||
| Cash flow hedging in equity | ||||||||||||
| - current year | - | - | - | - | - | (0.7) | - | - | - | (0.7) | - | (0.7) |
| - tax impact | - | - | - | - | - | 0.1 | - | - | - | 0.1 | - | 0.1 |
| Exchange differences on translating foreign operations | - | - | - | - | (44.3) | - | - | - | - | (44.3) | 0.5 | (43.8) |
| Items that will not be reclassified subsequently to profit or loss | ||||||||||||
| Actuarial losses of defined benefit pension scheme | - | - | - | - | - | - | - | - | (2.9) | (2.9) | - | (2.9) |
| Income taxes relating to actuarial losses on defined benefit pension scheme |
- | - | - | - | - | - | - | - | 0.6 | 0.6 | - | 0.6 |
| Total comprehensive income for the year | - | - | - | - | (44.3) | (0.6) | - | - | 253.1 | 208.2 | 0.6 | 208.8 |
| Balance at 31 December 2016 | 23.4 | 95.6 | 0.7 | (12.5) | (95.2) | 2.3 | 33.3 | 0.7 | 1,406.6 | 1,454.9 | 16.6 | 1,471.5 |
Annual Report & Financial Statements 2017
Company Statement of Changes in Equity for the year ended 31 December 2017
| Share Capital Share Premium | Capital Redemption Reserves |
Treasury Shares | Retained Earnings |
Shareholders' Equity |
||
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | |
| Balance at 1 January 2017 | 23.4 | 95.6 | 0.7 | (12.5) | 1,210.6 | 1,317.8 |
| Shares issued | 0.2 | - | - | - | - | 0.2 |
| Repurchase of shares | - | - | - | (1.5) | - | (1.5) |
| Employee share based compensation | - | - | - | - | 10.7 | 10.7 |
| Dividends paid | - | - | - | - | (61.7) | (61.7) |
| Transactions with owners | 0.2 | - | - | (1.5) | (51.0) | (52.3) |
| Profit for the year | - | - | - | - | 83.0 | 83.0 |
| Balance at 31 December 2017 | 23.6 | 95.6 | 0.7 | (14.0) | 1,242.6 | 1,348.5 |
| Share Capital Share Premium | Capital Redemption Reserves |
Treasury Shares | Retained Earnings |
Shareholders' Equity |
||
| €m | €m | €m | €m | €m | €m | |
| Share Capital Share Premium | Capital Redemption Reserves |
Treasury Shares | Retained Earnings |
Shareholders' Equity |
||
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | |
| Balance at 1 January 2016 | 23.3 | 92.5 | 0.7 | (11.3) | 1,243.3 | 1,348.5 |
| Shares issued | 0.1 | 3.1 | - | - | - | 3.2 |
| Repurchase of shares | - | - | - | (1.3) | - | (1.3) |
| Transfer of shares | - | - | - | 0.1 | - | 0.1 |
| Employee share based compensation | - | - | - | - | 10.4 | 10.4 |
| Dividends | - | - | - | - | (48.0) | (48.0) |
| Transactions with owners | 0.1 | 3.1 | - | (1.2) | (37.6) | (35.6) |
| Profit for the year | - | - | - | - | 4.9 | 4.9 |
| Balance at 31 December 2016 | 23.4 | 95.6 | 0.7 | (12.5) | 1,210.6 | 1,317.8 |
| Note | 2017 | 2016 | |
|---|---|---|---|
| ASSETS | €m | €m | |
| NON-CURRENT ASSETS | |||
| Investments in subsidiaries | 13 | 1,180.7 | 1,173.3 |
| CURRENT ASSETS | |||
| Intercompany receivables Cash and cash equivalents |
167.9 0.1 |
144.6 - |
|
| TOTAL ASSETS | 1,348.7 | 1,317.9 | |
| LIABILITIES | |||
| CURRENT LIABILITIES | |||
| Payables | (0.2) | (0.1) | |
| TOTAL LIABILITIES | (0.2) | (0.1) | |
| NET ASSETS | 1,348.5 | 1,317.8 | |
| EQUITY | |||
| EQUITY ATTRIBUTABLE TO OWNERS OF KINGSPAN GROUP PLC | |||
| Share capital | 23 | 23.6 | 23.4 |
| Share premium | 24 | 95.6 | 95.6 |
| Capital redemption reserve Treasury shares |
25 | 0.7 (14.0) |
0.7 (12.5) |
| Retained earnings | 26 | 1,242.6 | 1,210.6 |
| TOTAL EQUITY | 1,348.5 | 1,317.8 |
Gene M. Murtagh Geoff Doherty 23 February 2018 Chief Executive Officer Chief Financial Officer
Kingspan Group plc is a public limited company registered and domiciled in Ireland, with its registered office at Dublin Road, Kingscourt, Co Cavan.
The Group's principal activities comprise the manufacture of insulated panels, rigid insulation boards, architectural facades, raised access floors, daylighting and ventilation systems and environmental solutions. The Group's Principal Subsidiary Undertakings are set out on page 133.
The consolidated and Company financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) and their interpretations issued by the International Accounting Standards Board (IASB) as adopted by the EU and those parts of the Companies Acts 2014, applicable to companies reporting under IFRS and Article 4 of the IAS Regulation.
The Company has availed of the exemption in Section 304 of the Companies Act 2014 and has not presented the Company Income Statement, which forms part of the Group's financial statements, to its members and the Registrar of Companies.
The financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by:
! certain derivative financial instruments and deferred contingent consideration recognised and measured at fair value; and ! recognition of the defined benefit liability as plan assets less the present value of the defined benefit obligation.
The accounting policies set out below have been applied consistently to all years presented in these financial statements, unless otherwise stated.
currency of the Company.
The Group uses a number of Alternative Performance Measures (APMs) throughout these financial statements to give assistance to investors in evaluating the performance of the underlying business and to give a better understanding of how management review and monitor the business on an ongoing basis. These APMs have been defined and explained in more detail on page 129.
Comparative information has been represented where necessary, to present the financial statements on a consistent basis.
The Group adopted Annual Improvements to IFRSs 2012 to 2014 Cycle for the first time in the previous financial year with no significant impact on the Group's result for the year or financial position.
There are a number of new standards, amendments to standards and interpretations that are not yet effective and have not been applied in preparing these consolidated financial statements. On an overall basis these new standards, amendments to standards and interpretations are not expected to have a material impact on the Group's financial statements. Some additional comments are provided below with respect to those standards which are likely to be particularly relevant for the Group. The intention is to provide further clarity on the impact of these new standards in the next reporting period including the quantification of the expected impact of IFRS 16.
IFRS 15 Revenue from contracts with customers will replace IAS 18, IAS 11 and other related interpretations with effect from 1 January 2018. The standard deals with revenue recognition and establishes principles for reporting of the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. From a review of this standard, it is not expected to have a significant impact on the Group's financial statements.
IFRS 9 Financial Instruments will replace IAS 39. The standard specifies requirements for the recognition, measurement, impairment and de-recognition of financial instruments and general hedge accounting. From a review of this standard, it is not expected to have a significant impact on the Group's financial statements.
IFRS 16 Leases will replace IAS 17. The changes under IFRS 16 will predominantly affect lessees. The main impact on lessees is that the majority of leases will be recognised in the balance sheet as the distinction between finance leases and operating leases is removed. From a review of this standard, it is not expected to have a significant impact on the Group's financial statements.
The new standards, amendments to standards and interpretations are as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| OPERATING ACTIVITIES | ||
| Profit for the year before tax | 83.0 | 4.9 |
| Net cash flow from operating activities | 83.0 | 4.9 |
| FINANCING ACTIVITIES | ||
| Change in receivables | (19.9) | 41.2 |
| Repurchase of shares | (1.5) | (1.3) |
| Proceeds from share issues | 0.2 | 3.2 |
| Dividends paid | (61.7) | (48.0) |
| Net cash flow from financing activities | (82.9) | (4.9) |
| CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR | - | - |
| Net increase in cash and cash equivalents | 0.1 | - |
| CASH AND CASH EQUIVALENTS AT END OF YEAR | 0.1 | - |
IFRS 9 Financial Instruments (2009 and subsequent amendments in 2010 and 2013) 1 January 2018 Clarification to IFRS 15: Revenue from contracts with customers 1 January 2018 Amendments to IFRS 2: Classification and measurement of share based payment transactions 1 January 2018* IFRS 16: Leases 1 January 2019
Goodwill arises on business combinations and represents the difference between the fair value of the consideration and the fair value of the Group's share of the identifiable net assets of a subsidiary at the date of acquisition.
The Group measures goodwill at the acquisition date as:
Following initial recognition, goodwill is measured at cost less any accumulated impairment losses.
As at the acquisition date, any goodwill acquired is allocated to each of the cash-generating units expected to benefit from the combination's synergies. The cash-generating units represent the lowest level within the Group which generate largely independent cash inflows and these units are not larger than the operating segments (before aggregation) determined in accordance with IFRS 8 Operating Segments.
Goodwill is tested for impairment at the same level as the goodwill is monitored by management for internal reporting purposes, which is at the individual cash-generating unit level.
Goodwill is subject to impairment testing on an annual basis and at any time during the year if an indicator of impairment is considered to exist. The goodwill impairment tests are undertaken at a consistent time each year. Impairment is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised in the Income Statement. Impairment losses arising in respect of goodwill are not reversed following recognition.
On disposal of a subsidiary, the attributable amount of goodwill, not previously written off, is included in the calculation of the profit or loss on disposal.
Intangible assets separately acquired are capitalised at cost. Intangible assets acquired as part of a business combination are capitalised at fair value as at the date of acquisition.
Following initial recognition, intangible assets, which have finite useful lives, are carried at cost or initial fair value less accumulated amortisation and accumulated impairment losses.
The amortisation of intangible assets is calculated to write off the book value of intangible assets over their useful lives on a straight-line basis on the assumption of zero residual value. Amortisation charged on these assets is recognised in the Income Statement.
The carrying amount of intangible assets is reviewed for indicators of impairment at each reporting date and is subject to impairment testing when events or changes of circumstances indicate that the carrying values may not be recoverable.
The estimated useful lives are as follows:
| 2 - 6 years |
|---|
| 2 - 12 years |
| 8 years |
| 5 - 10 years |
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted as necessary.
The individual financial statements of each Group company are measured and presented in the currency of the primary economic environment in which the company operates, the functional currency. The Group financial statements are presented in Euro, which is the Company's functional currency.
Transactions in foreign currencies are translated into the functional currency at the exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rates at the reporting date. All currency translation differences on monetary assets and liabilities are taken to the Income Statement, except when deferred in equity as qualifying net investment hedges.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are initially translated at the exchange rate at the date of acquisition and then subsequently these assets and liabilities are treated as part of a foreign entity and are translated at the closing rate.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The Group consolidated financial statements incorporate the financial statements of the Company and its subsidiary undertakings.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has the rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.
Subsidiaries are included in the Group financial statements from the date on which control over the entity is obtained and cease to be consolidated from the date on which control is transferred out of the Group.
Intragroup transactions and balances, and any unrealised gains arising from such transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same manner as unrealised gains, but only to the extent that there is no evidence of impairment.
The Group's accounting policy for identifying segments is based on internal management reporting information that is routinely reviewed by the Board of Directors, which is the Chief Operating Decision Maker (CODM) for the Group. The measurement policies used for the segment reporting under IFRS 8 are the same as those used in the consolidated financial statements. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly corporate assets, finance income and expenses and tax assets and liabilities.
The Group has determined that it has five operating segments: Insulated Panels, Insulation Boards, Environmental, Access Floors and Light & Air.
Revenue represents the fair value of goods supplied to external customers net of trade discounts, rebates and value added tax/sales tax. Revenue is recognised when the significant risks and rewards of ownership have passed to the customer, it is probable that economic benefits will flow to the Group and the amount of revenue can be measured reliably, which usually arises on delivery of the goods.
Expenditure on research and development is recognised as an expense in the period in which it is incurred. An asset is recognised only when all the conditions set out in IAS 38 Intangible Assets are met.
Business combinations are accounted for using the acquisition method as at the date of acquisition.
In accordance with IFRS 3 Business Combinations, the fair value of consideration paid for a business combination is measured as the aggregate of the fair values at the date of exchange of assets given and liabilities incurred or assumed in exchange for control. The assets, liabilities and contingent liabilities of the acquired entity are measured at fair value as at the acquisition date. When the initial accounting for a business combination is determined, it is done so on a provisional basis with any adjustments to these provisional values made within 12 months of the acquisition date and are effective as at the acquisition date.
To the extent that deferred consideration is payable as part of the acquisition cost and is payable after one year from the acquisition date, the deferred consideration is discounted at an appropriate interest rate and, accordingly, carried at net present value (amortised cost) in the Group Statement of Financial Position. The discount component is then unwound as an interest charge in the Consolidated Income Statement over the life of the obligation.
Where a business combination agreement provides for an adjustment to the cost of a business acquired contingent on future events, other than put options held by non-controlling interests, the Group accrues the fair value of the additional consideration payable as a liability at acquisition date. This amount is reassessed at each subsequent reporting date with any adjustments recognised in the Income Statement.
If the business combination is achieved in stages, the fair value of the acquirer's previously held equity interest in the acquiree is re-measured at the acquisition date through the Income Statement.
Transaction costs are expensed to the Income Statement as incurred.
Any contingent consideration is measured at fair value at the date of acquisition. Where a put option is held by a non-controlling interest ("NCI") in a subsidiary undertaking whereby that party can require the Group to acquire the NCI's shareholding in the subsidiary at a future date but the NCI retain present access to the results of the subsidiary, the Group applies the present access method of accounting to this arrangement. The Group recognises a contingent consideration liability at fair value, being the Group's estimate of the amount required to settle that liability and a corresponding reserve in equity. Any subsequent remeasurements required due to changes in fair value of the put liability estimation are recognised in the Put Option Reserve in equity.
Grants are recognised at their fair value when there is a reasonable assurance that the grant will be received and all relevant conditions have been complied with.
Capital grants received and receivable in respect of property, plant and equipment are treated as a reduction in the cost of that asset and thereby amortised to the Income Statement in line with the underlying asset.
Revenue grants are recognised in the Income Statement to offset the related expenditure.
Property, plant and equipment is measured at cost less accumulated depreciation and accumulated impairment losses.
Depreciation is provided on a straight line basis at the rates stated below, which are estimated to reduce each item of property, plant and equipment to its residual value by the end of its useful life:
| Freehold buildings | 2% on cost |
|---|---|
| Plant and machinery | 5% to 20% on cost |
| Fixtures and fittings | 10% to 20% on cost |
| Computer equipment | 12.5% to 33% on cost |
| Motor vehicles | 10% to 25% on cost |
| Leased assets | Over the period of the lease, or useful life if shorter |
| Leasehold property improvements Over the period of the lease, or useful life if shorter |
Freehold land is stated at cost and is not depreciated.
The estimated useful lives and residual values of property, plant and equipment are determined by management at the time the assets are acquired and subsequently, re-assessed at each reporting date. These lives are based on historical experience with similar assets across the Group.
In accordance with IAS 36 Impairment of Assets, the carrying values of property, plant and equipment are reviewed at each reporting date to determine whether there is any indication of impairment. An impairment loss is recognised whenever the carrying value of an asset or its cash generating unit exceeds its recoverable amount.
Impairment losses are recognised in the Income Statement. Following the recognition of an impairment loss, the depreciation charge applicable to the asset or cash-generating unit is adjusted to allocate the revised carrying amount, net of any residual value, over the remaining useful life.
Assets under construction are carried at cost less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for their intended use.
Leases are classified as finance leases whenever substantially all the risks and rewards of ownership of the asset have transferred to the lessee. All other leases are classified as operating leases.
Assets held under finance leases are capitalised at the inception of the lease in the Statement of Financial Position at the lower of its fair value and the present value of the minimum lease payments, and are depreciated over their useful lives with any impairment being recognised in the Income Statement.
The corresponding lease obligation, net of finance charges, is included in interest bearing loans and borrowings in the Statement of Financial Position and analysed as appropriate between current and non-current amounts. The interest element of the lease payments is charged to the Income Statement over the lease period so as to produce a constant periodic rate of interest, on the remaining balance of the liability, for each period.
Leases where the lessor retains substantially all the risks and rewards of ownership are classified as operating leases. Operating lease rentals are charged to the Income Statement on a straight-line basis over the lease term.
The Group operates defined contribution and defined benefit pensions schemes.
The costs arising on the Group's defined contribution schemes are recognised in the Income Statement in the period in which the related service is provided. The Group has no legal or constructive obligation to pay further contributions in the event that these plans do not hold sufficient assets to provide retirement benefits.
The Group's net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods, discounting that amount and deducting the fair value of any plan assets.
Exchange rates of material currencies used were as follows:
| Average rate | Closing rate | |||
|---|---|---|---|---|
| Euro = | 2017 | 2016 | 2017 | 2016 |
| Pound Sterling | 0.876 | 0.819 | 0.887 | 0.858 |
| US Dollar | 1.129 | 1.110 | 1.197 | 1.056 |
| Canadian Dollar | 1.465 | 1.466 | 1.501 | 1.425 |
| Australian Dollar | 1.473 | 1.489 | 1.533 | 1.462 |
| Czech Koruna | 26.329 | 27.033 | 25.574 | 27.020 |
| Polish Zloty | 4.256 | 4.362 | 4.171 | 4.422 |
| Hungarian Forint | 309.26 | 311.43 | 310.20 | 311.53 |
The Income Statement, Statement of Financial Position and Cash Flow Statement of Group companies that have a functional currency different from that of the Company are translated as follows:
! Assets and liabilities at each reporting date are translated at the closing rate at that reporting date.
! Results and cash flows are translated at actual exchange rates for the year, or an average rate where this is a reasonable approximation.
All resulting exchange differences are recognised as a separate component of equity, the Translation Reserve.
On disposal of a foreign operation, any such cumulative retranslation differences, previously recognised in equity, are reclassified to the Income Statement as part of gain or loss on disposal.
Inventories are stated at the lower of cost and net realisable value.
Cost is based on the first-in, first-out principle and includes all expenditure incurred in acquiring the inventories and bringing them to their present location and condition.
Net realisable value represents the estimated selling price less costs to completion and appropriate marketing, selling and distribution costs.
A provision is made, where necessary, in all inventory categories for obsolete, slow-moving and defective items.
Income tax in the Income Statement represents the sum of current income tax and deferred tax not recognised in other comprehensive income or directly in equity.
Current income represents the expected tax payable or recoverable on the taxable profit for the year using tax rates and laws that have been enacted, or substantively enacted, at the reporting date and taking into account any adjustments arising from prior years. Liabilities for uncertain tax positions are recognised based on the directors' best probability weighted estimate of the probable outflow of economic resources that will be required to settle the liability.
Deferred tax is recognised on all temporary differences at the reporting date. Temporary differences are defined as the difference between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax assets and liabilities are not subject to discounting and are measured at the tax rates that are expected to apply in the period in which the asset is realised or the liability is settled based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax liabilities are recognised for all taxable temporary differences (i.e. differences that will result in taxable amounts in future periods when the carrying amount of the asset or liability is recovered or settled).
Deferred tax assets are recognised in respect of all deductible temporary differences (i.e. differences that give rise to amounts which are deductible in determining taxable profits in future periods when the carrying amount of the asset or liability is recovered or settled), carry-forward of unused tax credits and unused tax losses to the extent that it is probable that taxable profits will be available against which to offset these items.
The carrying amounts of deferred tax assets are subject to review at each reporting date and reduced to the extent that future taxable profits are considered to be inadequate to allow all or part of any deferred tax asset to be utilised.
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively.
The effective part of any gain or loss on the derivative financial instrument is recognised in other comprehensive income and presented in the Cash Flow Hedge Reserve in equity with the ineffective portion being recognised within Finance Income or Finance Expense in the Income Statement. If a hedge of a forecasted transaction subsequently results in the recognition of a financial asset or a financial liability, the associated gains and losses that were recognised directly in other comprehensive income are reclassified into profit or loss in the same period or periods during which the asset acquired or liability assumed affects profit or loss. For cash flow hedges, other than those covered by the preceding statements, the associated cumulative gain or loss is removed from other comprehensive income and recognised in the Income Statement in the same period or periods during which the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss is recognised immediately in the Income Statement.
Hedge accounting is discontinued when a hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. The cumulative gain or loss at that point remains in other comprehensive income and is recognised when the transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is transferred to the Income Statement in the period.
Any gain or loss on the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income and presented in the Translation Reserve in equity. The gain or loss relating to the ineffective portion is recognised immediately in either Finance Income or Finance Expense in the Income Statement. Cumulative gains or losses remain in equity until disposal of the net investment in the foreign operation at which point the related differences are reclassified to the Income Statement as part of the overall gain of loss on sale.
Financial assets other than derivatives are divided into the following categories:
Trade and other receivables are initially recorded at fair value and, at subsequent reporting dates, at amortised cost. Generally, the Group recognises all financial assets using settlement day accounting. An assessment of whether a financial asset is impaired is made at least at each reporting date.
A provision for impairment of trade receivables is recognised when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivable. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows. Movements in provisions are recognised in the Income Statement. Bad debts are written off against the provision when no further prospect of collection exists.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities. Financial liabilities at fair value through profit or loss are initially measured at fair value and subsequently stated at fair value, with any resultant gain or loss recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability.
Other financial liabilities (including trade payables) are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest method. When determining the fair value of financial liabilities, the expected future cash flows are discounted using an appropriate interest rate.
A financial liability is derecognised only when the obligation is extinguished, that is, when the obligation is discharged or cancelled or expired.
Finance income comprises interest income on funds invested and any gains on hedging instruments that are recognised in the Income Statement. Interest income is recognised as it accrues using the effective interest rate method.
Finance expense comprises interest payable on borrowings calculated using the effective interest rate method, gains and losses on hedging instruments that are recognised in the Income Statement, the net finance cost of the Group's defined benefit pension scheme and the discount component of the deferred consideration which is unwound as an interest charge in the Income Statement over the life of the obligation.
Borrowing costs directly attributable to qualifying assets, as defined in IAS 23 Borrowing costs, are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use. Other borrowing costs are expensed to the Income Statement in the period in which they are incurred.
The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the total of any unrecognised past service costs and the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan.
Remeasurements of the net defined benefit liability or asset, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling, are recognised immediately in other comprehensive income.
The Group determines the net interest expense on the net defined benefit liability or asset by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then net defined benefit liability or asset, taking into account any changes in the net defined benefit liability or asset during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates to past service or the gain or loss on curtailment is recognised immediately in profit or loss. The Group recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
A provision is recognised in the Statement of Financial Position when the Group has a present constructive or legal obligation as a result of a past event and it is probable that an outflow of economic benefit will be required to settle the obligation and the amount of the obligation can be estimated reliably.
A specific provision is created when a claim has actually been made against the Group or where there is a known issue at a known customer's site, both relating to a product or service supplied in the past. In addition, a risk-based provision is created where future claims are considered incurred but not reported. The warranty provision is based on historical warranty data and a weighting of all possible outcomes against their associated probabilities.
Specific provisions will generally be aged as a current liability, reflecting the assessment that a current liability exists to replace or repair product sold on foot of an accepted valid warranty issue. Only where the liability is reasonably certain not to be settled within the next 12 months, will a specific provision be categorised as a long-term obligation. Risk-based provisions will generally be aged as a non-current liability, reflecting the fact that no warranty claim has yet been made by the customer.
Provisions which are not expected to give rise to a cash outflow within 12 months of the reporting date are, where material, determined by discounting the expected future cash flows. The unwinding of the discount is recognised as a finance cost.
Final dividends on ordinary shares are recognised as a liability in the financial statements only after they have been approved at the Annual General Meeting of the Company. Interim dividends on ordinary shares are recognised when they are paid.
Cash and cash equivalents principally comprise cash at bank and in hand and short term deposits with an original maturity of three months or less.
Derivative financial instruments, principally interest rate and currency swaps, are used to hedge the Group's foreign exchange and interest rate risk exposures.
Derivative financial instruments are recognised initially at fair value and thereafter are subsequently remeasured at their fair value. Fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable willing parties in an arm's length transaction. The fair value of these instruments is the estimated amount that the Group would receive or pay to terminate the swap at the reporting date, taking into account current interest and currency exchange rates and the current creditworthiness of the swap counterparties.
The Group designates all of its derivatives in one or more of the following types of relationships:
At inception of the transaction, the Group documents the relationship between the hedging instruments and hedged items, including the risk management objectives and strategy in undertaking the hedge transactions. The Group also documents its assessment, both at inception and on an ongoing basis, as to whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items.
Any gain or loss resulting from the re-measurement of the hedging instrument to fair value is reported in the Income Statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. The gains or losses of a hedging instrument that are in hedge relationships with borrowings are included within Finance Income or Finance Expense in the Income Statement. In the case of the related hedged borrowings, any gain or loss on the hedged item which is attributable to the hedged risk is adjusted against the carrying amount of the hedged item and is also included within Finance Income or Finance Expense in the Income Statement.
If the hedge no longer meets the criteria for hedge accounting, the adjustment to the carrying amount of the hedged item is amortised on an effective interest basis to the Income Statement with the objective of achieving full amortisation by maturity of the hedged item.
The Group grants equity settled share based payments to employees through the Performance Share Plan and the Deferred Bonus Plan.
The fair value of these equity settled transactions is determined at grant date and is recognised as an employee expense in the Income Statement, with the corresponding increase in equity, on a straight line basis over the vesting period. The fair value at the grant date is determined using a combination of the Monte Carlo simulation technique and a Black Scholes model, excluding the impact of any nonmarket conditions. Non-market vesting conditions are included in the assumptions about the number of options that are expected to vest. At each reporting date, the Group revises its estimates of the number of options that are likely to vest as a result of non-market conditions. Any adjustment from this revision is recognised in the Income Statement with a corresponding adjustment to equity.
Where the share based payments give rise to the issue of new share capital, the proceeds received by the Company are credited to share capital (nominal value) and share premium (where applicable) when the share entitlements are exercised. Where the share-based payments give rise to the re-issue of shares from treasury shares, the proceeds of issue are credited to share premium.
The Group does not operate any cash-settled share-based payment schemes or share-based payment transactions with cash alternatives as defined in IFRS 2.
Where the Company purchases its own equity share capital, the consideration paid is deducted from total shareholders' equity and classified as treasury shares until such shares are cancelled or reissued. Where such shares are subsequently sold or reissued, any consideration received is included in share premium account. No gains or losses are recognised on the purchase, sale, cancellation or issue of treasury shares.
Non-controlling interests represent the portion of the equity of a subsidiary not attributable either directly or indirectly to the parent company and are presented separately in the Income Statement and within equity in the Statement of Financial Position, distinguished from shareholders' equity attributable to owner of the parent company.
In the process of applying the Group's accounting policies, as set out on pages 91 to 99, management are required to make estimates that could materially affect the Group's reported results or net asset position.
Notwithstanding that the areas below represent estimation uncertainty at the end of the reporting period, the directors are satisfied that none of these areas have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The areas where key estimates were made by management and are material to the Group's reported results or net asset position, are as following:
The Group is required to review assets for objective evidence of impairment.
It does this on the basis of a review of the budget and rolling 5 year forecasts (4 year strategic plan, as approved by the Board, plus year 5 forecasted by management), which by their nature are based on a series of assumptions and estimates.
The Group has performed impairment tests on those cash generating units which contain goodwill, and on any assets where there are indicators of impairment. The key assumptions associated with these reviews are detailed in Note 10.
Certain products carry formal guarantees of satisfactory functional and aesthetic performance of varying periods following their purchase. Local management evaluate the constructive or legal obligation arising from customer feedback and assess the requirement to provide for any probable outflow of economic benefit arising from a settlement.
The Group provides credit to customers and as a result there is an associated risk that the customer may not be able to pay outstanding balances. Trade receivables are considered for impairment on a case by case basis, when they are past due at the reporting date or when objective evidence is received that a specific counterparty may default.
Inventories are measured at the lower of cost and net realisable value. The Group's policy is to hold inventories at original cost and create an inventory provision where evidence exists that indicates net realisable value is below cost for a particular item of inventory. Damaged, slow-moving or obsolete inventory are typical examples of such evidence.
Business combinations are accounted for using the acquisition method which requires that the assets and liabilities assumed are recorded at their respective fair values at the date of acquisition. The application of this method requires certain estimates and assumptions relating, in particular, to the determination of the fair values of the acquired assets and liabilities assumed at the date of acquisition.
For intangible assets acquired, the Group bases valuations on expected future cash flows. This method employs a discounted cash flow analysis using the present value of the estimated cash flows expected to be generated from these intangible assets using appropriate discount rates and revenue forecasts. The period of expected cash flows is based on the expected useful life of the intangible asset acquired.
Measurement of deferred contingent consideration and put option liabilities related to business combinations require assumptions to be made regarding profit forecasts and discount rates used to arrive at the net present value of the potential obligations. The Group has considered all available information in arriving at the estimate of liabilities associated with deferred contingent consideration obligations.
The Group is subject to income tax in numerous jurisdictions. Significant judgement is required in determining the worldwide provision for income taxes. There are many transactions for which the ultimate tax determination is uncertain. The Group recognises liabilities based on estimates of whether additional taxes will be due. Once it has been concluded that a liability needs to be recognised, the liability is measured based on the tax laws that have been enacted or substantially enacted at the end of the reporting period. The amount shown for current taxation includes an estimate for tax uncertainties and is based on the directors' best probability weighted estimate of the probable outflow of economic resources that will be required to settle the liability. Where the final tax outcome of these matters is different from the amounts that were initially estimated, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the unused tax losses and unused tax credits can be utilised. The Group estimates the most probable amount of future taxable profits, using assumptions consistent with those employed in impairment calculations, and taking into consideration applicable tax legislation in the relevant jurisdiction. These calculations also require the use of estimates.
Measurement of put option liabilities require assumptions to be made regarding profit forecasts and discount rates used to arrive at the net present value of the potential obligations. The Group has considered all available information in arriving at the estimate of liabilities associated with put option obligations.
In identifying the Group's operating segments, management based its decision on the product supplied by each segment and the fact that each segment is managed and reported separately to the Chief Operating Decision Maker. These operating segments are monitored and strategic decisions are made on the basis of segment operating results.
The Group established a new division, Kingspan Light & Air, encompassing the Group's daylighting and ventilation activities effective from 1 January 2017. In the 2016 Annual Report, the Group's limited activity in this sector was disclosed within the Insulated Panels segment.
The Group has the following five operating segments:
| Insulated Panels | Manufacture of insulated panels, structural framing and metal facades. |
|---|---|
| Insulation Boards | Manufacture of rigid insulation boards, building services insulation and engineered timber systems. |
| Light & Air | Manufacture of daylighting, smoke management and ventilation systems. |
| Environmental | Manufacture of energy storage solutions, water and microwind systems and all related service activities. |
| Access Floors | Manufacture of raised access floors and data centre storage solutions. |
| Segment revenue | Insulated Panels |
Insulation Boards |
Light & Air Environmental | Access Floors |
Total | |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | |
| Total revenue – 2017 | 2,328.5 | 769.4 | 204.7 | 179.8 | 185.7 | 3,668.1 |
| Total revenue – 2016 | 1,998.2 | 688.1 | 75.9 | 162.0 | 184.3 | 3,108.5 |
Inter-segment transfers are carried out at arm's length prices and using an appropriate transfer pricing methodology. As inter-segment revenue is not material, it is not subject to separate disclosure in the above analysis. For the purposes of the segmental analysis, corporate overheads have been allocated to each division based on their respective revenue for the year.
| Analysis of segmental data by geography | Republic of Ireland |
United Kingdom |
Rest of Europe |
Americas | Others | |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | ||
| Income Statement Items | ||||||
| Revenue – 2017 | 138.1 | 909.2 | 1,628.5 | 738.1 | 254.2 | 3,668.1 |
| Revenue – 2016 | 118.0 | 834.4 | 1,287.5 | 630.4 | 238.2 | 3,108.5 |
| Statement of Financial Position Items | ||||||
| Non-current assets – 2017 * | 51.8 | 369.9 | 809.8 | 507.7 | 158.0 | 1,897.2 |
| Non-current assets – 2016 * | 47.9 | 381.3 | 716.9 | 441.2 | 166.9 | 1,754.2 |
| Other segmental information | ||||||
| Capital investment – 2017 | 8.0 | 16.9 | 57.9 | 49.7 | 9.5 | |
| Capital investment – 2016 | 3.5 | 32.7 | 72.2 | 29.4 | 32.0 | |
| * Total non-current assets excluding derivative financial instruments and deferred tax assets. | ||||||
| The Group has a presence in over 70 countries worldwide. The revenues from external customers and non-current assets (as defined in IFRS 8) attributable to the country of domicile and all foreign countries or regions of operation are as set out above and specific regions are highlighted separately on the basis of materiality. |
||||||
| There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8. The individual entities within the Group each have a large number of customers spread across various activities, end-uses and geographies. |
||||||
| 3 EMPLOYEES | ||||||
| a) Employee numbers | ||||||
| The average number of persons employed by the Group in the financial year was: | ||||||
| 2017 Number |
||||||
| Production | 6,871 | Number | ||||
| Sales and distribution Management and administration |
2,542 1,720 |
Wages and salaries 488.5 435.6 Social welfare costs 59.2 48.7 Pension costs - defined contribution (note 32) 11.8 11.0 Share based payments and awards 10.7 10.4
| 2017 €m |
2016 €m |
|---|---|
| 570.2 | 505.7 |
| 569.2 | 508.6 |
Actuarial (gains)/losses recognised in other comprehensive income (1.0) 2.9
The Group currently operates a number of equity settled share based payment schemes; two Performance Share Plans (PSP) and a Deferred Bonus Plan, which was introduced in 2015. The details of these schemes are provided in the Report of the Remuneration Committee.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| Segment result (profit before net finance expense) |
Insulated Panels €m |
Insulation Boards €m |
€m | Light & Air Environmental €m |
Access Floors €m |
Total 2017 €m |
Total 2016 €m |
|---|---|---|---|---|---|---|---|
| Trading profit – 2017 | 233.3 | 91.2 | 14.8 | 16.2 | 22.0 | 377.5 | |
| Intangible amortisation | (9.4) | (2.1) | (2.6) | (1.6) | - | (15.7) | |
| Non trading items | (2.3) | 2.9 | - | - | - | 0.6 | |
| Operating profit – 2017 | 221.6 | 92.0 | 12.2 | 14.6 | 22.0 | 362.4 | |
| Trading profit – 2016 | 224.4 | 78.5 | 3.6 | 11.3 | 23.1 | 340.9 | |
| Intangible amortisation | (7.6) | (3.1) | (0.7) | (1.2) | - | (12.6) | |
| Operating profit - 2016 | 216.8 | 75.4 | 2.9 | 10.1 | 23.1 | 328.3 | |
| Net finance expense | (15.9) | (14.3) | |||||
| Profit for the year before tax | 346.5 | 314.0 | |||||
| Income tax expense | (60.6) | (58.5) | |||||
| Net profit for the year | 285.9 | 255.5 |
| Segment assets | Insulated Panels |
Insulation Boards |
Light & Air Environmental | Access Floors |
Total 2017 |
Total 2016 |
|
|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | |
| Assets – 2017 Assets – 2016 |
1,792.1 1,659.9 |
620.4 595.9 |
287.6 146.8 |
164.1 159.0 |
156.0 160.0 |
3,020.2 | 2,721.6 |
| Derivative financial instruments Cash and cash equivalents Deferred tax asset |
22.3 176.6 16.5 |
49.0 222.0 12.0 |
|||||
| Total assets as reported in the Consolidated Statement of Financial Position | 3,235.6 | 3,004.6 |
| Segment liabilities | Insulated Panels |
Insulation Boards |
Light & Air Environmental | Access Floors |
Total 2017 |
Total 2016 |
|
|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | |
| Liabilities – 2017 | (590.4) | (148.0) | (67.0) | (49.3) | (30.5) | (885.2) | |
| Liabilities – 2016 | (465.1) | (136.2) | (43.5) | (45.7) | (29.3) | (719.8) | |
| Interest bearing loans and borrowings (current and non-current) Derivative financial instruments (current and non-current) |
(698.4) - |
||||||
| Income tax liabilities (current and deferred) | (0.1) (119.6) |
(114.9) | |||||
| Total liabilities as reported in the Consolidated Statement of Financial Position | (1,667.6) (1,533.1) |
| Other segment information | Insulated Panels |
Insulation Boards |
Light & Air Environmental | Access Floors |
Total | |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | |
| Capital investment – 2017 * | 82.5 | 25.1 | 22.9 | 5.4 | 6.1 | 142.0 |
| Capital investment – 2016 * | 88.2 | 38.5 | 24.0 | 11.0 | 8.1 | 169.8 |
| Depreciation included in segment result – 2017 | (40.7) | (14.6) | (3.7) | (2.8) | (2.4) | (64.2) |
| Depreciation included in segment result – 2016 | (42.0) | (14.5) | (1.0) | (3.3) | (2.4) | (63.2) |
| Non-cash items included in segment result – 2017 Non-cash items included in segment result – 2016 |
(6.4) (6.5) |
(2.3) (2.0) |
(0.2) (0.1) |
(0.8) (0.9) |
(1.0) (0.9) |
(10.7) (10.4) |
* Capital investment includes fair value of property, plant and equipment and intangible assets acquired in business combinations.
| Finance expense | ||
|---|---|---|
| Finance lease | 0.2 | - |
| Deferred contingent consideration fair value movement | 0.1 | - |
| Bank loans | 2.4 | 2.1 |
| Private placement loan notes | 14.2 | 12.1 |
| Fair value movement on derivative financial instrument | 15.6 | (20.4) |
| Fair value movement on private placement debt | (16.2) | 20.5 |
| Net defined benefit pension scheme (Note 32) | 0.1 | 0.1 |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Finance expense | ||
| Finance lease | 0.2 | - |
| Deferred contingent consideration fair value movement | 0.1 | - |
| Bank loans | 2.4 | 2.1 |
| Private placement loan notes | 14.2 | 12.1 |
| Fair value movement on derivative financial instrument | 15.6 | (20.4) |
| Fair value movement on private placement debt | (16.2) | 20.5 |
| Net defined benefit pension scheme (Note 32) | 0.1 | 0.1 |
| 16.4 | 14.4 | |
| Finance income | ||
| Interest earned | (0.5) | (0.1) |
| Net finance cost | 15.9 | 14.3 |
€1.75m (2016: €nil) of borrowing costs related to new financial arrangements were capitalised during the year. These costs will be amortised over the life of the facility.
No costs were reclassified from other comprehensive income to profit during the year (2016: €nil).
| 2017 €m |
2016 €m |
|
|---|---|---|
| The profit for the year is stated after charging / (crediting): | ||
| Distribution expenses | 174.3 | 152.4 |
| Operating lease payments | 22.1 | 13.0 |
| Product development costs (total, including payroll) | 27.1 | 24.2 |
| Depreciation | 64.2 | 63.2 |
| Amortisation of intangible assets | 15.7 | 12.6 |
| Foreign exchange net gains | (1.8) | (5.8) |
| Profit on sale of property, plant and equipment | (2.1) | (1.4) |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Audit of Group (KPMG Ireland) | 0.8 | 0.7 |
| Audit of other subsidiaries (other KPMG offices) | 1.2 | 1.1 |
| 2.0 | 1.8 |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Tax compliance and advisory services (KPMG Ireland) | 0.1 | 0.1 |
| Tax compliance and advisory services (other KPMG offices) | 0.6 | 0.4 |
| 0.7 | 0.5 |
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| Number of PSP Options | ||
|---|---|---|
| 2017 | 2016 | |
| Outstanding at 1 January | 3,295,993 | 3,582,587 |
| Granted | 579,990 | 655,674 |
| Forfeited | (84,007) | (60,341) |
| Lapsed | (2,986) | (4,891) |
| Exercised | (1,290,781) | (877,036) |
| Outstanding at 31 December | 2,498,209 | 3,295,993 |
| Of which, exercisable | 616,327 | 1,211,254 |
The Group recognised a PSP expense of €9.3m (2016: €9.1m) in the Income Statement during the year. All PSP options are exercisable at €0.13 per share. For PSP options that were exercised during the year the average share price at the date of exercise was €31.23 (2016: €23.70). The weighted average contractual life of share options outstanding at 31 December 2017 is 4.4 years (2016: 4.0 years). The weighted average exercise price during the period was €0.13 (2016: €2.92).
The fair values of options granted under the PSP scheme during the current and prior year were determined using the Black Scholes Model or the Monte Carlo Pricing Model as appropriate. The key assumptions used in the model were as follows:
| 2017 Awards | 2016 Awards | |
|---|---|---|
| Share price at grant date | €32.99 | €23.40 |
| Exercise price per share | €0.13 | €0.13 |
| Expected volatility | 22% | 32% |
| Expected dividend yield | 1.4% | 1.4% |
| Risk-free rate | -0.01% | -0.133% |
| Expected life | 3 years | 3 years |
The resulting weighted average fair value of options granted in the year was €23.45 (2016: €17.36).
As set out in the Report of the Remuneration Committee, the number of options that will ultimately vest is contingent on market conditions such as Total Shareholder Return and non market conditions such as the Earnings Per Share of the Group. Market conditions were taken into account in determining the above fair value, and non market conditions are considered when estimating the number of shares that will eventually vest. Expected volatility was determined by calculating the historical volatility of the Group and peer company share prices over the previous 3 years. The peer group changed in 2017. The Report of the Remuneration Committee sets out the current companies within the peer group.
As set out in the Report of the Remuneration Committee, the Deferred Bonus Plan (DBP) is intended to reward incremental performance over and above the growth targeted by the annual performance related bonus. Any DBP bonus earned for such incremental performance is satisfied by the payment of deferred share awards. These shares are held for the benefit of the individual participants for two years without any additional performance conditions. These shares vest after two years but are forfeited if the participant leaves the Group within that period.
During the year, 49,924 (2016: 50,607) awards were granted under the DBP and all 100,531 awards granted to date remain outstanding at 31 December 2017. The charge recognised in the Income Statement for 2017 was €1.4m (2016: €1.3m).
| 2017 €m |
2016 €m |
|
|---|---|---|
| Profit on disposal of trade and assets | 2.9 | - |
| Impairment of goodwill | (2.3) | - |
| 0.6 | - |
During the period, the Group disposed of the trade and assets of Kingspan Gefinex GmbH, which is part of the Insulation Boards division, for cash consideration of €5.7m and realised a non-trading profit of €2.9m.
The goodwill impairment relates to a US energy business, which is part of the Insulated Panels division, and the associated activity was significantly curtailed during the year.
The tax impact for the above items in the Consolidated Income Statement is a charge of €0.2m (2016: €nil).
| 2017 €m |
2016 €m |
|
|---|---|---|
| The calculations of earnings per share are based on the following: Profit attributable to ordinary shareholders |
284.3 | 255.4 |
| Number of shares ('000) 2017 |
Number of shares ('000) 2016 |
|
| Weighted average number of ordinary shares for the calculation of basic earnings per share | 178,854 | 177,637 |
| Dilutive effect of share options | 1,856 | 2,677 |
| Weighted average number of ordinary shares for the calculation of diluted earnings per share | 180,710 | 180,314 |
| 2017 € cent |
2016 € cent |
|
| Basic earnings per share | 159.0 | 143.8 |
| Diluted earnings per share | 157.3 | 141.6 |
| Adjusted basic earnings per share | 165.8 | 150.2 |
Adjusted basic earnings reflects the profit attributable to ordinary shareholders after eliminating the impact, net of tax, of non trading items and the Group's intangible amortisation charge.
The number of options which are anti-dilutive and have therefore not been included in the above calculations is nil (2016: nil).
| 2017 €m |
2016 €m |
|
|---|---|---|
| At 1 January | 990.1 | 821.2 |
| Additions relating to current year acquisitions (Note 22) | 156.1 | 178.7 |
| Impaired during the year (Note 4) | (2.3) | - |
| Net exchange difference | (48.2) | (9.8) |
| Carrying amount 31 December | 1,095.7 | 990.1 |
| At 31 December | ||
| Cost | 1,163.4 | 1,055.7 |
| Accumulated impairment losses | (67.7) | (65.6) |
| Net carrying amount | 1,095.7 | 990.1 |
Goodwill acquired through business combinations is allocated, at acquisition, to CGUs that are expected to benefit from synergies in that combination. The CGUs are the lowest level within the Group at which the associated goodwill is monitored for internal management reporting purposes, and are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments.
The Group has established a new division, Kingspan Light & Air, encompassing the Group's daylighting and natural ventilation activities effective since 1 January 2017. In the previous year, this activity was reported within the Insulated Panels segment.
On that basis and following an assessment of the Group's CGUs, Light & Air is listed as a separate CGU below. A total of 9 (2016: 9) CGUs have been identified and these are analysed between the five business segments in the Group as set out overleaf. Assets and liabilities have been assigned to the CGUs on a reasonable and consistent basis.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| 2017 €m |
2016 €m |
|
|---|---|---|
| Fees | 0.6 | 0.6 |
| Other emoluments | 4.5 | 6.6 |
| Pension costs | 0.7 | 0.7 |
| 5.8 | 7.9 | |
| Performance Share Plan expense | 2.2 | 1.9 |
| 8.0 | 9.8 |
A detailed analysis of directors' remuneration is contained in the Report of the Remuneration Committee. Aggregate gains of €17.7m (2016: €3.4m) were realised with respect to share options exercised by directors during the financial year.
| 2017 | 2016 | |
|---|---|---|
| €m | €m | |
| Tax recognised in the Consolidated Income Statement | ||
| Current taxation: | ||
| Current tax expense | 68.9 | 60.3 |
| Adjustment in respect of prior years | (3.9) | 1.6 |
| 65.0 | 61.9 | |
| Deferred taxation: | ||
| Origination and reversal of temporary differences | (2.7) | (2.0) |
| Effect of rate change | (1.7) | (1.4) |
| (4.4) | (3.4) | |
| Income tax expense | 60.6 | 58.5 |
The following table reconciles the applicable Republic of Ireland statutory tax rate to the effective tax rate (current and deferred) of the Group:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Profit for the year | 346.5 | 314.0 |
| Applicable notional tax charge (12.5%) | 43.3 | 39.3 |
| Expenses not deductible for tax purposes Net effect of differing tax rates |
7.6 8.7 |
4.3 14.4 |
| Utilisation of unprovided deferred tax assets Other items |
(1.1) 2.1 |
(1.5) 2.0 |
| Total income tax expense | 60.6 | 58.5 |
The total tax charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the Group operates. No significant change is expected to the standard rate of corporation tax in the Republic of Ireland which is currently 12.5%.
The methodology used to determine the recognition and measurement of uncertain tax positions is set out in Note 1 'Statement of Accounting Policies'.
The total value of deductible temporary differences which have not been recognised is €12.7m (2016: €18.4m) consisting mainly of tax losses forward. €1.1m of the losses expire within 10 years while all other losses may be carried forward indefinitely.
No provision has been made for tax in respect of temporary differences arising from unremitted earnings of foreign operations as there is no commitment to remit such earnings and no current plans to do so. Deferred tax liabilities of €7.9m (2016: €7.4m) have not been recognised for withholding tax that would be payable on unremitted earnings of €158.2m (2016: €148.8m) in certain subsidiaries.
| Cost |
|---|
| Customer Relationships €m |
Patents & Brands €m |
Other Intangibles €m |
Total €m |
|
|---|---|---|---|---|
| Cost | ||||
| At 1 January 2017 | 25.4 | 107.1 | 23.6 | 156.1 |
| Acquisitions (Note 22) | 3.4 | 6.3 | 3.2 | 12.9 |
| Additions | - | - | 4.8 | 4.8 |
| Net exchange difference | (1.1) | (4.2) | (1.6) | (6.9) |
| At 31 December 2017 | 27.7 | 109.2 | 30.0 | 166.9 |
| Accumulated amortisation | ||||
| At 1 January 2017 | 13.9 | 36.5 | 13.8 | 64.2 |
| Charge for the year | 4.5 | 8.3 | 2.9 | 15.7 |
| Net exchange difference | (0.5) | (1.4) | (1.4) | (3.3) |
| At 31 December 2017 | 17.9 | 43.4 | 15.3 | 76.6 |
| Net Book Value as at 31 December 2017 | 9.8 | 65.8 | 14.7 | 90.3 |
| Customer Relationships €m |
Patents & Brands €m |
Other Intangibles €m |
Total €m |
|
|---|---|---|---|---|
| Cost | ||||
| At 1 January 2016 | 20.1 | 99.0 | 11.8 | 130.9 |
| Acquisitions (Note 22) | 5.2 | 8.6 | 11.4 | 25.2 |
| Net exchange difference | 0.1 | (0.5) | 0.4 | - |
| At 31 December 2016 | 25.4 | 107.1 | 23.6 | 156.1 |
| Accumulated amortisation | ||||
| At 1 January 2016 | 12.4 | 30.0 | 10.1 | 52.5 |
| Charge for the year | 1.5 | 7.6 | 3.5 | 12.6 |
| Net exchange difference | - | (1.1) | 0.2 | (0.9) |
| At 31 December 2016 | 13.9 | 36.5 | 13.8 | 64.2 |
| Net Book Value as at 31 December 2016 | 11.5 | 70.6 | 9.8 | 91.9 |
Other intangibles relate primarily to technological know how and order backlogs and an additional amount of €4.8m was acquired during the year.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| Cash-generating units | Goodwill (€m) | ||
|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 |
| 4 | 5 | 614.7 | 655.3 |
| 1 | 1 | 175.6 | 185.0 |
| 1 | - | 159.7 | - |
| 1 | 1 | 68.7 | 68.4 |
| 2 | 2 | 77.0 | 81.4 |
| 9 | 9 | 1,095.7 | 990.1 |
Management has assessed that, in line with IAS 36 Impairment of Assets, there are 4 CGUs that are individually significant (greater than 10% of total goodwill) that require additional disclosure and are as follows:
| Panels Americas | Panels Joris Ide | Insulation Boards | Light & Air | |||||
|---|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | |
| Goodwill (€m) | 226.9 | 190.5 | 284.5 | 286.8 | 175.6 | 185.0 | 159.7 | N/A |
| Discount rate (%) | 9.4 | 9.4 | 7.8 | 7.8 | 7.8 | 7.8 | 7.8 | N/A |
| Excess of value-in-use over carrying amount (€m) | 380.6 | 401.4 | 502.2 | 333.0 1,468.0 | 900.0 | 138.6 | N/A |
The goodwill allocated to these 4 CGUs accounts for 77% of the total carrying amount of €1,095.7m. The remaining goodwill balance of €249.0m (2016: €238.6m) is allocated across the remaining 5 CGUs (2016: 5 CGUs), none of which are individually significant.
None of the individually significant CGUs are included in the "Sensitivity analysis" section as it is not considered reasonably possible that there would be a change in the key assumptions such that the carrying amount would exceed value-in-use. Consequently, no further disclosures have been provided for these CGUs.
Goodwill acquired through business combinations has been allocated to the above CGUs for the purpose of impairment testing. Impairment of goodwill occurs when the carrying value of the CGU is greater than the present value of the cash that it is expected to generate (i.e. the recoverable amount). The Group reviews the carrying value of each CGU at least annually or more frequently if there is an indication that a CGU may be impaired.
The recoverable amount of each CGU is determined from value-in-use calculations. The forecasts used in these calculations are based on a 4 year financial plan approved by the Board of Directors, plus year 5 as forecasted by management, and specifically excludes any future acquisition activity. They include assumptions regarding future organic growth with cash flows after year 5 assuming to continue in perpetuity at a growth rate of 2%, reflecting inflation, but no other growth. The use of cash flows in perpetuity is considered appropriate in light of the Group's established history of earnings growth and cash flow generation, its strong financial position and the nature of the industry in which the Group operates.
The value in use calculation represents the present value of the future cash flows, including the terminal value, discounted at a rate appropriate to each CGU. The real pre-tax discount rates used range from 7.8% to 9.4% (2016: 7.8% to 9.5%). These rates are based on the Group's estimated weighted average cost of capital, adjusted for risk, and are consistent with external sources of information.
The cash flows and the key assumptions used in the value in use calculations are determined based on the historical performance of the Group, its strong current financial position as well as management's knowledge and expectation of future trends in the industry. Expected future cash flows are, however, inherently uncertain and are therefore liable to material change over time. The key assumptions used in the value in use calculations are subjective and include projected EBITDA margins, net cash flows, discount rates used and the duration of the discounted cash flow model.
Sensitivity analysis was performed on all non-significant CGUs by adjusting cash flows, the discount rate and the average operating margin of each division by over 35% and by reducing the long term growth rate to zero. Each test resulted in a positive recoverable amount for each CGU under each approach. Management believes, therefore, that any reasonable change in any of the key assumptions would not cause the carrying value of goodwill to exceed the recoverable amount, thereby giving rise to an impairment.
| Raw materials and consumables | 363.1 | 296.6 |
|---|---|---|
| Work in progress | 17.7 | 14.9 |
| Finished goods | 115.8 | 107.0 |
| Inventory impairment allowance | (49.5) | (53.0) |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Raw materials and consumables | 363.1 | 296.6 |
| Work in progress | 17.7 | 14.9 |
| Finished goods | 115.8 | 107.0 |
| Inventory impairment allowance | (49.5) | (53.0) |
| At 31 December | 447.1 | 365.5 |
A total of €2.3bn (2016: €1.8bn) of inventories was included in the Income Statement as an expense. This includes a net income statement charge of €7.1m (2016: €7.6m) arising on the inventory impairment allowance. Inventory impairment allowance levels are continuously reviewed by management and revised where appropriate, taking account of the latest available information on the recoverability of carrying amounts.
No inventories have been pledged as security for liabilities entered into by the Group.
| Amounts falling due within one year: | ||
|---|---|---|
| Trade receivables, gross | 676.9 | 592.1 |
| Impairment allowance | (51.1) | (46.1) |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Amounts falling due within one year: | ||
| Trade receivables, gross | 676.9 | 592.1 |
| Impairment allowance | (51.1) | (46.1) |
| Trade receivables, net | 625.8 | 546.0 |
| Other receivables | 25.1 | 22.6 |
| Prepayments | 25.0 | 33.3 |
| 675.9 | 601.9 |
The maximum exposure to credit risk for trade and other receivables at the reporting date is their carrying amount.
The Group's trade and other receivables have been reviewed for indicators of impairment. Certain trade receivables were determined to be impaired, predominantly determined on the basis that the balances are overdue and at risk, and a total impairment allowance of €51.1m (2016: €46.1m) has been recorded accordingly. The movement on the impairment allowance for the year is as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| At 1 January | 46.1 | 42.5 |
| Effect of movement in exchange rates | (1.7) | (1.1) |
| Arising on acquisition | 3.9 | 2.7 |
| Provided during the year | 13.5 | 11.6 |
| Written off during the year | (4.8) | (5.4) |
| Released during the year | (5.9) | (4.2) |
| At 31 December | 51.1 | 46.1 |
There are no material dependencies or concentrations on individual customers which would warrant separate disclosure. The individual entities within the Group each have a large number of customers spread across various activities, end users and geographies. Approximately 76% (2016: 73%) of net receivables are covered by credit insurance or other forms of collateral such as letters of credit or bank guarantees.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| Land and buildings €m |
Plant and machinery €m |
Motor vehicles €m |
Total €m |
|
|---|---|---|---|---|
| As at 31 December 2017 | ||||
| Cost | 513.0 | 1,050.8 | 28.5 | 1,592.3 |
| Accumulated depreciation and impairment charges | (175.5) | (695.5) | (18.0) | (889.0) |
| Net carrying amount | 337.5 | 355.3 | 10.5 | 703.3 |
| At 1 January 2017, net carrying amount | 324.2 | 333.0 | 8.3 | 665.5 |
| Acquisitions through business combinations (Note 22) | 22.2 | 17.1 | 0.5 | 39.8 |
| Additions | 9.3 | 70.4 | 4.8 | 84.5 |
| Disposals | (1.1) | (1.3) | (0.2) | (2.6) |
| Reclassification | 1.5 | (2.2) | 0.7 | - |
| Depreciation charge for year | (11.7) | (48.2) | (4.3) | (64.2) |
| Impairment charge for year | (0.5) | (0.3) | - | (0.8) |
| Effect of movement in exchange rates | (6.4) | (13.2) | 0.7 | (18.9) |
| At 31 December 2017, net carrying amount | 337.5 | 355.3 | 10.5 | 703.3 |
| Land and buildings €m |
Plant and machinery €m |
Motor vehicles €m |
Total €m |
|
|---|---|---|---|---|
| As at 31 December 2016 | ||||
| Cost | 477.1 | 1,002.8 | 25.3 | 1,505.2 |
| Accumulated depreciation and impairment charges | (152.9) | (669.8) | (17.0) | (839.7) |
| Net carrying amount | 324.2 | 333.0 | 8.3 | 665.5 |
| At 1 January 2016, net carrying amount | 337.2 | 275.1 | 6.8 | 619.1 |
| Acquisitions through business combinations (note 22) | 7.5 | 22.0 | 1.4 | 30.9 |
| Additions | 14.6 | 95.7 | 3.4 | 113.7 |
| Disposals | (7.3) | (1.0) | (0.5) | (8.8) |
| Reclassification | (0.1) | 0.1 | - | - |
| Depreciation charge for year | (11.7) | (48.4) | (3.1) | (63.2) |
| Impairment charge for year | (3.2) | (0.2) | - | (3.4) |
| Effect of movement in exchange rates | (12.8) | (10.3) | 0.3 | (22.8) |
| At 31 December 2016, net carrying amount | 324.2 | 333.0 | 8.3 | 665.5 |
The carrying amounts and depreciation of assets held under finance leases included above is as follows:
| Net Book Value | €4.1m | (2016: €2.5m) |
|---|---|---|
| Depreciation | €2.8m | (2016: €1.7m) |
Included within the cost of land and buildings and plant and machinery are assets in the course of construction to the value of €4.1m and €42.1m respectively (2016: €7.9m and €53.7m). These assets have not yet been depreciated.
The Group has no material investment properties and hence no property assets are held at fair value.
| Company | 2017 €m |
2016 €m |
|---|---|---|
| At 1 January | 1,173.3 | 1,164.3 |
| Share options and awards | 7.4 | 9.0 |
| At 31 December | 1,180.7 | 1,173.3 |
The share options and awards addition reflects the cost of share based payments attributable to employees of subsidiary undertakings, which are treated as capital contributions by the Company.
| 2017 €m |
2016 €m |
|
|---|---|---|
| Cash and cash equivalents | 176.6 | 222.0 |
| Derivative financial instruments | 22.2 | 48.5 |
| Current borrowings | (1.2) | (41.1) |
| Non-current borrowings | (661.5) | (657.3) |
| Total Net Debt | (463.9) | (427.9) |
The Group's core funding is provided by four private placement loan notes; one USD private placement totalling \$200m matures in August 2021, and three EUR private placements totalling €487.5m which will mature in tranches between March 2021 and March 2027. In December 2017 the Group also agreed an additional private placement loan note of €175m which was drawn on 31 January 2018. In aggregate, following the January 2018 drawdown, the notes have a weighted average maturity of 6.5 years.
In addition, the Group has a €500m revolving credit facility, which was undrawn at year end and which matures in June 2022. As at 31 December 2017, the Group's committed bilateral bank facilities were €50m, none of which was drawn.
More details of the Group's loans and borrowings are set out in Note 19.
Net debt, which is an Alternative Performance Measure, is stated net of interest rate and currency hedges which relate to hedges of debt. Foreign currency derivative assets of €0.1m (2016: €0.5m) and foreign currency derivative liabilities of €0.1m which are used for transactional hedging are not included in the definition of net debt.
For each acquisition for which deferred contingent consideration has been provided, an annual review takes place to evaluate if the payment conditions are likely to be met.
| 2017 €m |
2016 €m |
|
|---|---|---|
| Opening balance | 12.9 | 10.1 |
| Effect of movement in exchange rates | (8.1) | 0.4 |
| Deferred contingent consideration arising on current year acquisitions (note 22) | 33.2 | 5.4 |
| Put liability arising on current year acquisitions (note 22) | 79.1 | - |
| Movement in put liability arising from fair value movement | 0.4 | - |
| Amounts paid | - | (3.0) |
| Closing balance | 117.5 | 12.9 |
| Split as follows: | ||
| Current liabilities | 6.4 | 6.8 |
| Non-current liabilities | 111.1 | 6.1 |
| 117.5 | 12.9 | |
| Analysed as follows: | ||
| Deferred contingent consideration | 43.0 | 12.9 |
| Put liability | 74.5 | - |
| 117.5 | 12.9 |
The deferred contingent consideration arising on current year acquisitions relates to the acquisition of a 51% stake in Isoeste. The put liability is recognised with respect to the potential amounts payable to 49% shareholders of both Isoeste and PanelMET.
The amount of the deferred contingent consideration and put liability that have been recognised are arrived at by the application of a range of outcomes and associated probabilities in order to determine the carrying amounts.
Liabilities in the range of €nil to €43.0m could arise with respect to potential deferred contingent consideration obligations and €nil to €74.5m with respect to potential put option obligations.
The put option in the shareholder's agreement with non-controlling shareholders of Isoeste is exercisable from 2023. The undiscounted expected cash outflow is estimated to be €77.1m. For the purposes of the fair value assessment this put option liability is valued using the option price formula in the shareholder's agreement and the financial projections that were presented to the Board at the time of the acquisition.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The aged analysis of gross trade receivables, analysed between amounts that were neither past due nor impaired and amounts past due but not impaired at the year end, was as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Neither past due nor impaired | ||
| -Invoice date less than 90 days | 432.6 | 368.0 |
| -Invoice date greater than 90 days | 22.1 | 15.0 |
| Past due but not impaired | ||
| - 0 to 60 days overdue | 153.5 | 133.8 |
| - 60+ days overdue | 30.1 | 22.6 |
| Past due and impaired (fully or partially) | 38.6 | 52.7 |
| 676.9 | 592.1 |
The carrying amount of receivables whose terms have been renegotiated, that would otherwise be past due or impaired, is €nil (2016: €nil). The directors consider that the carrying amount of trade and other receivables approximates to their fair value.
| 2017 €m |
2016 €m |
|
|---|---|---|
| Trade payables | 326.5 | 310.2 |
| Accruals | 271.1 | 230.1 |
| Deferred income | 12.3 | 18.8 |
| Irish income tax & social welfare | 0.6 | 1.0 |
| Other income tax & social welfare | 18.6 | 19.8 |
| Value added tax | 16.1 | 5.3 |
| 645.2 | 585.2 |
The directors consider that the carrying amount of trade and other payables approximates to their fair value.
| 2017 €m |
2016 €m |
|
|---|---|---|
| Current financial liabilities | ||
| Bank loans and overdrafts (unsecured) | 0.6 | 0.2 |
| Private placements | - | 39.8 |
| Finance lease obligations (Note 31) | 0.6 | 1.1 |
| 1.2 | 41.1 | |
| 2017 €m |
2016 €m |
|
| Non-current financial liabilities | ||
| Private placements | 655.4 | 651.3 |
| Bank loans (unsecured) | 2.4 | 3.6 |
| Finance lease obligations (Note 31) | 3.7 | 2.4 |
| 661.5 | 657.3 |
| Carrying amount 2016 €m |
Contractual cash flow €m |
Within 1 year €m |
Between 1 and 2 years €m |
Between 2 and 5 years €m |
Greater than 5 years €m |
|
|---|---|---|---|---|---|---|
| Non derivative financial instruments | ||||||
| Bank loans | 3.8 | 3.8 | 0.2 | - | - | 3.6 |
| Private placement loan notes | 691.1 | 799.4 | 58.7 | 17.9 | 285.2 | 437.6 |
| Finance lease liabilities | 3.5 | 3.5 | 1.1 | 0.5 | 0.4 | 1.5 |
| Trade and other payables | 585.2 | 585.2 | 585.2 | - | - | - |
| Deferred contingent consideration | 12.9 | 12.9 | 6.8 | 6.1 | - | - |
| Derivative financial liabilities / (assets) | ||||||
| Interest rate swaps used for hedging: | ||||||
| Carrying values | (1.7) | - | - | - | - | - |
| Net inflows | - | 2.0 | 0.7 | 0.5 | 0.8 | - |
| Cross currency interest rate swaps used for hedging: | ||||||
| Carrying value | (46.8) | - | - | - | - | - |
| - outflow | - | 141.9 | 35.1 | 3.0 | 103.8 | - |
| - inflow | - | 195.4 | 46.7 | 6.5 | 142.2 | - |
| Foreign exchange forwards used for hedging: | ||||||
| Carrying value assets | (0.5) | - | - | - | - | - |
| Carrying value liabilities | - | - | - | - | - | - |
| - outflow | - | 37.5 | 37.5 | - | - | - |
| - inflow | - | 37.7 | 37.7 | - | - | - |
For provisions, the carrying amount represents the Group's best estimate of the expected future outflows. As it does not represent a contractual liability at the year end, no amount has been included as a contractual cash flow.
Deferred contingent consideration, which includes any put option liabilities, is valued using the relevant agreed multiple of the expected future EBITDA in each acquired business which is appropriately discounted using a risk-adjusted discount rate. The estimated fair value of contingent consideration would decrease if EBITDA was lower or if the risk adjusted discount rate was higher. The range of outcomes are set out in Note 18.
The actual future cash flows could be different from the amounts included in the tables above, if the associated obligations were to become repayable on demand as a result of non-compliance with covenants or other contractual terms. No such non-compliance is envisaged.
There are two types of foreign currency risk to which the Group is exposed, namely transaction risk and translation risk. The objective of the Group's foreign currency risk management strategy is to manage and control market risk exposures within acceptable parameters. As set out below the Group uses derivatives to manage foreign exchange risk. Transactions involving derivatives are carried out in accordance with the Treasury policy. The Group seeks to apply hedge accounting, where practicable, to manage volatility in profit or loss.
Apart from transaction risk on debt, this arises where operating units have input costs or sales in currencies other than their functional currencies. These exposures are internally hedged as far as possible. Group policy is to hedge up to a maximum of 75% of a forecast exposure. Material exposures are hedged on a rolling 12 months basis. The Group's principal exposure relates to GBP and USD, with less significant exposures to certain central European currencies.
In addition, where operating entities carry monetary assets and liabilities at year end denominated other than in their functional currency, their translation at the year-end rates of exchange into their functional currency will give rise to foreign currency gains and losses. The Group seeks to manage these gains and losses to net to nil.
Based on current cash flow projections for the businesses to 31 December 2018, it is estimated that the Group is long GBP£105m and short USD\$38m. At 31 December 2017 these amounts were unhedged.
This exists due to the fact that the Group has operations whose functional currency is not the Euro, the Group's presentational currency. Changes in the exchange rate between the reporting currencies of these operations and the Euro, have an impact on the Group's consolidated reported result. For 2017, the impact of changing currency rates versus Euro compared to the average 2016 rates was negative €85.2m (2016: negative €43.8m). In common with many other international groups, the Group does not currently seek to externally hedge its translation exposure.
A 10% volatility of the EUR against GBP and USD in respect of transaction risk in the reporting entities functional currency would impact reported after tax profit by €14.3m (2016: €9.9m) and equity by €14.0m (2016: €3.5m).
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The put option in the shareholder's agreement with non-controlling shareholders of PanelMET is exercisable from 2022. The undiscounted expected cash outflow is estimated to be €7.1m. For the purposes of the fair value assessment this put option liability is valued using the option price formula in the shareholder's agreement and the financial projections that were prepared before the business combination was approved.
In the case of both Isoeste and PanelMET there are call options over the remaining 49% shareholding held by non-controlling interests, which are exercisable by the Group in a very limited range of circumstances.
In the normal course of business, the Group has exposure to a variety of financial risks, including foreign currency risk, interest rate risk, liquidity risk and credit risk. The Group's focus is to understand these risks and to put in place policies that minimise the economic impact of an adverse event on the Group's performance. Meetings are held on a regular basis to review the result of the risk assessment, approve recommended risk management strategies and monitor the effectiveness of such policies.
The Group's risk management strategies include the usage of derivatives (other than for speculative transactions), principally forward exchange contracts, interest rate swaps, and cross currency interest rate swaps.
In addition to the high level of free cash flow, the Group operates a prudent approach to liquidity management using a mixture of longterm debt together with short-term debt, cash and cash equivalents, to enable it to meet its liabilities when due.
The Group's core funding is provided by a number of private placement loan notes totalling €655.4m. In December 2017 the Group also agreed an additional private placement loan note of €175m which was drawn on 31 January 2018. In aggregate, following the January 2018 drawdown, the notes have a weighted average maturity of 6.5 years.
In addition, the Group has a €500m revolving credit facility, which was undrawn at year end and which expires in June 2022. As at 31 December 2017, the Group's committed bilateral bank facilities were €50m, none of which was drawn.
Both the private placements and the revolving credit facility have an interest cover test (Net Interest: EBITDA must exceed 4 times) and a net debt test (Net Debt: EBITDA must be less than 3.5 times). These covenant tests have been met for the covenant test period to 31 December 2017.
The Group also has in place a number of uncommitted bilateral working capital facilities to serve its working capital requirements. These facilities total €44m (2016: €44m) and are supported by a Group guarantee. Core funding arrangements arise from a wide and varied number of institutions and, as such, there is no significant concentration of liquidity risk.
The following are the carrying amounts and contractual maturities of financial liabilities (including estimated interest payments):
| Carrying amount 2017 €m |
Contractual cash flow €m |
Within 1 year €m |
Between 1 and 2 years €m |
Between 2 and 5 years €m |
Greater than 5 years €m |
|
|---|---|---|---|---|---|---|
| Non derivative financial instruments | ||||||
| Bank loans | 3.0 | 3.0 | 0.6 | 0.9 | 1.5 | - |
| Private placement loan notes | 655.4 | 748.5 | 17.2 | 17.2 | 360.3 | 353.8 |
| Finance lease liabilities | 4.3 | 4.3 | 0.6 | 1.8 | 0.4 | 1.5 |
| Trade and other payables | 645.2 | 645.2 | 645.2 | - | - | - |
| Deferred contingent consideration | 117.5 | 124.3 | 6.4 | - | 5.3 | 112.6 |
| Derivative financial liabilities / (assets) | ||||||
| Interest rate swaps used for hedging: | ||||||
| Carrying values | (0.9) | - | - | - | - | - |
| Net inflows | - | 0.3 | 0.1 | 0.1 | 0.1 | - |
| Cross currency interest rate swaps used for hedging: | ||||||
| Carrying value | (21.3) | - | - | - | - | - |
| - outflow | - | 106.7 | 2.8 | 3.1 | 100.8 | - |
| - inflow | - | 134.5 | 5.9 | 5.8 | 122.8 | - |
| Foreign exchange forwards used for hedging: | ||||||
| Carrying value assets | (0.1) | - | - | - | - | - |
| Carrying value liabilities | 0.1 | - | - | - | - | - |
| - outflow | - | 9.9 | 9.9 | - | - | - |
| - inflow | - | 9.9 | 9.9 | - | - | - |
Before the impact of hedging transactions
| As at 31 December 2016 | Weighted average effective interest rate |
Total | At fixed interest rate |
At floating interest rate |
Under 5 years | Over 5 years |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | ||
| Bank loans | 2.91% | 3.8 | 3.8 | - | 0.2 | 3.6 |
| Loan notes | 2.91% | 691.1 | 691.1 | - | 276.1 | 415.0 |
| 694.9 | 694.9 | - | 276.3 | 418.6 | ||
| Total | At fixed | At floating | ||||
| interest rate | interest rate | |||||
| €m | €m | €m | ||||
| Euro | 461.3 | 461.3 | - | |||
| USD | 233.6 | 233.6 | - | |||
| 694.9 | 694.9 | - |
| As at 31 December 2016 | Weighted average effective interest rate |
Total | At fixed interest rate |
At floating interest rate |
Under 5 years | Over 5 years |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | ||
| Bank loans | 2.91% | 3.8 | 3.8 | - | 0.2 | 3.6 |
| Loan notes | 2.24% | 691.1 | 536.5 | 154.6 | 276.1 | 415.0 |
| 694.9 | 540.3 | 154.6 | 276.3 | 418.6 | ||
| Total | At fixed interest rate |
At floating interest rate |
||||
| €m | €m | €m | ||||
| Euro | 527.6 | 527.6 | - | |||
| GBP | 115.1 | - | 115.1 | |||
| USD | 52.2 | 12.7 | 39.5 | |||
| 694.9 | 540.3 | 154.6 |
An increase or decrease of 100 basis points in each of the applicable rates and interest rate curves would impact reported after tax profit by €1.3m (2016: €1.5m) and equity by €1.3m (2016: €1.5m).
Credit risk encompasses the risk of financial loss to the Group of counterparty default in relation to any of its financial assets. The Group's maximum exposure to credit risk is represented by the carrying value of each financial asset:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Cash & cash equivalents | 176.6 | 222.0 |
| Trade receivables | 625.8 | 546.0 |
| Derivative financial assets | 22.3 | 49.0 |
Trade receivables arise from a wide and varied customer base spread across various activities, end users and geographies, and as such there is no significant concentration of credit risk. The Group's credit risk management policy in relation to trade receivables involves periodically assessing the financial reliability of customers, taking into account their financial position, past experience and other factors. The utilisation of credit limits is regularly monitored and a significant element of credit risk is covered by credit insurance or other forms of collateral such as letters of credit or bank guarantees.
Further details of trade receivables and associated impairment allowances, including detailed analysis of overdue debtors, is included in Note 15.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
In 2011, the Group issued a private placement of US\$200m fixed interest 10 year bullet repayment loan notes maturing in August 2021. In order to align the Group's debt profile with its risk management strategy, the Group entered into a number of hedging transactions in order to mitigate the associated foreign exchange and interest rate exposures. The Group entered into US dollar fixed / GBP floating cross currency interest rate swaps for US\$118.6m of the private placement. The benchmark interest rate and credit spread have been separately identified and designated for hedge accounting purposes. The Group also entered into US dollar interest rate swaps for US\$40m of the private placement. The fixed rate and maturity date on the swaps match the fixed rate on the private placement for all instruments. The instruments were designated as hedging instruments at inception and continued to qualify as effective hedges under IAS 39 at 31 December 2017.
The Group has an exposure to movements in interest rates on its debt portfolio, and on its cash and cash equivalent balances and derivatives. The Group policy is to ensure that at least 40% of its debt is fixed rate.
In respect of interest bearing loans and borrowings, the following table indicates the effective average interest rates at the year-end and the periods over which they mature. Interest on interest bearing loans and borrowings classified as floating rate is repriced at intervals of less than one year. The table further analyses interest bearing loans and borrowings by currency and fixed/floating mix and has been prepared both before and after the impact of derivatives.
| As at 31 December 2017 | Weighted average effective interest rate |
Total | At fixed interest rate |
At floating interest rate |
Under 5 years | Over 5 years |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | ||
| Bank loans | 2.91% | 3.0 | 3.0 | - | 3.0 | - |
| Loan notes | 2.63% | 655.4 | 655.4 | - | 210.4 | 445.0 |
| 658.4 | 658.4 | - | 213.4 | 445.0 | ||
| Total | At fixed interest rate |
At floating interest rate |
||||
| €m | €m | €m | ||||
| Euro | 487.5 | 487.5 | - | |||
| USD | 170.9 | 170.9 | - | |||
| 658.4 | 658.4 | - |
| As at 31 December 2017 | Weighted average effective interest rate |
Total | At fixed interest rate |
At floating interest rate |
Under 5 years | Over 5 years |
|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | ||
| Bank loans | 2.91% | 3.0 | 3.0 | - | 3.0 | - |
| Loan notes | 2.13% | 655.4 | 522.1 | 133.3 | 210.4 | 445.0 |
| 658.4 | 525.1 | 133.3 | 213.4 | 445.0 |
| Total | At fixed interest rate |
At floating interest rate |
|
|---|---|---|---|
| €m | €m | €m | |
| Euro | 510.9 | 510.9 | - |
| GBP | 99.1 | - | 99.1 |
| USD | 48.4 | 14.2 | 34.2 |
| 658.4 | 525.1 | 133.3 |
The weighted average maturity of debt is 6.0 years as at 31 December 2017 (2016: 6.5 years). Following the drawdown of private placement notes totalling €175m on 31 January 2018 the weighted average maturity is 6.5 years.
| 2016 | Financial liabilities in fair value hedge |
Financial liabilities measured at fair value |
Financial liabilities measured at amortised cost |
Derivatives designated as hedging instruments |
Total |
|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | |
| Current: | |||||
| Borrowings | - | - | 41.1 | - | 41.1 |
| Trade payables | - | - | 310.2 | - | 310.2 |
| Accruals | - | - | 230.1 | - | 230.1 |
| Deferred contingent consideration | - | 6.8 | - | - | 6.8 |
| - | 6.8 | 581.4 | - | 588.2 | |
| Non current: | |||||
| Borrowings | 154.6 | - | 502.7 | - | 657.3 |
| Deferred contingent consideration | - | 6.1 | - | - | 6.1 |
| 154.6 | 6.1 | 502.7 | - | 663.4 | |
Financial assets and liabilities recognised at fair value are analysed between those based on quoted prices in active markets for identical assets or liabilities (Level 1), those involving inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly (Level 2); and those involving inputs for the assets or liabilities that are not based on observable market data (Level 3) as set out in note 18.
Normally, the derivatives entered into by the Group are not traded in active markets. The fair values of these contracts are estimated using a valuation technique that maximises the use of observable market inputs, e.g. market exchange and interest rates (Level 2). All derivatives entered into by the Group are included in Level 2 and consist of foreign currency forward contracts, interest rate swaps and cross currency interest rate swaps.
| As at 31 December 2017 | As at 31 December 2016 | ||||||
|---|---|---|---|---|---|---|---|
| Level 1 €m |
Level 2 €m |
Level 3 €m |
Level 1 €m |
Level 2 €m |
Level 3 €m |
||
| Financial Assets | |||||||
| Interest rate swaps | - | 22.2 | - | - | 48.5 | - | |
| Foreign exchange contracts for hedging | - | 0.1 | - | - | 0.5 | - | |
| Financial Liabilities | |||||||
| Deferred contingent consideration | - | - | 43.0 | - | - | 12.9 | |
| Put option | - | - | 74.5 | - | - | - | |
| Foreign exchange contracts for hedging | - | 0.1 | - | - - |
- | - |
During the year ended 31 December 2017, there were no significant changes in the business or economic circumstances that affect the fair value of financial assets and liabilities, no reclassifications and no transfers between levels of the fair value hierarchy used in measuring the fair value of the financial instruments.
Except as detailed below, it is considered that the carrying amounts of financial assets and financial liabilities recognised at amortised cost approximate their fair values.
| As at 31 December 2017 | As at 31 December 2016 | |||||
|---|---|---|---|---|---|---|
| Carrying amount €m |
Fair Value €m |
Level | Carrying amount €m |
Fair Value €m |
Level | |
| Private placement loan notes Bank loans |
655.4 3.0 |
693.7 3.0 |
2 2 |
691.1 3.8 |
742.3 3.8 |
2 2 |
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
On the Group's cash and cash equivalents and derivatives, counterparty risk is managed by dealing with banks that have a minimum credit rating and by spreading business across a portfolio of 10 relationship banks.
The carrying amount of financial assets presented in the Statement of Financial Position relate to the following measurement categories as defined in IAS 39:
| 2017 | Loans and receivables |
Derivatives designated as hedging instruments |
Total |
|---|---|---|---|
| €m | €m | €m | |
| Current: | |||
| Trade receivables | 625.8 | - | 625.8 |
| Other receivables | 25.1 | - | 25.1 |
| Cash and cash equivalents | 176.6 | - | 176.6 |
| Derivative financial instruments | - | 0.1 | 0.1 |
| 827.5 | 0.1 | 827.6 | |
| Non Current: | |||
| Derivative financial instruments | - | 22.2 | 22.2 |
| - | 22.2 | 22.2 |
| 2016 | Loans and receivables |
Derivatives designated as hedging instruments |
Total |
|---|---|---|---|
| €m | €m | €m | |
| Current: | |||
| Trade receivables | 546.0 | - | 546.0 |
| Other receivables | 22.6 | - | 22.6 |
| Cash and cash equivalents | 222.0 | - | 222.0 |
| Derivative financial instruments | - | 8.4 | 8.4 |
| 790.6 | 8.4 | 799.0 | |
| Non Current: | |||
| Derivative financial instruments | - | 40.6 | 40.6 |
| - | 40.6 | 40.6 |
It is considered that the carrying amounts of the above financial assets approximate their fair values.
The carrying amounts of financial liabilities presented in the Statement of Financial Position relate to the following measurement categories as defined in IAS 39:
| 2017 | Financial liabilities in fair value hedge |
Financial liabilities measured at fair value |
Financial liabilities measured at amortised cost |
Derivatives designated as hedging instruments |
Total |
|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | |
| Current: | |||||
| Borrowings | - | - | 1.2 | - | 1.2 |
| Trade payables | - | - | 326.5 | - | 326.5 |
| Accruals | - | - | 271.1 | - | 271.1 |
| Deferred contingent consideration | - | 6.4 | - | - | 6.4 |
| Derivative financial instruments | - | - | - | 0.1 | 0.1 |
| - | 6.4 | 598.8 | 0.1 | 605.3 | |
| Non current: | |||||
| Borrowings | 34.2 | - | 627.3 | - | 661.5 |
| Deferred contingent consideration | - | 111.1 | - | - | 111.1 |
| 34.2 | 111.1 | 627.3 | - | 772.6 |
Deferred tax assets and liabilities arising from temporary differences and unused tax losses after offset are as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Deferred tax assets | 16.5 | 12.0 |
| Deferred tax liabilities | (38.7) | (37.8) |
| Net Position | (22.2) | (25.8) |
Deferred tax arises from differences in the carrying value of items such as property, plant and equipment, intangibles, pension obligations, and other temporary differences in the financial statements and the tax base established by the tax authorities.
The movement in the net deferred tax position for 2017 is as follows:
| Balance 1 Jan 2017 |
Recognised in profit or loss |
Recognised in equity |
Recognised in other comprehensive income |
Translation adjustment |
Arising on acquisitions |
Balance 31 Dec 2017 |
|
|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | |
| Property, plant and equipment | (46.3) | 5.3 | - | - | 1.2 | (0.8) | (40.6) |
| Intangibles | (26.8) | 3.1 | - | - | 1.6 | (2.8) | (24.9) |
| Other temporary differences | 39.2 | (3.9) | 3.9 | - | (2.1) | (1.3) | 35.8 |
| Pension obligations | (0.1) | 1.0 | - | (0.2) | 0.2 | - | 0.9 |
| Unused tax losses | 8.2 | (1.1) | - | - | (0.5) | - | 6.6 |
| (25.8) | 4.4 | 3.9 | (0.2) | 0.4 | (4.9) | (22.2) |
The movement in the net deferred tax position for 2016 is as follows:
| Balance 1 Jan 2016 |
Recognised in profit or loss |
Recognised in equity |
Recognised in other comprehensive income |
Translation adjustment |
Arising on acquisitions |
Balance 31 Dec 2016 |
|
|---|---|---|---|---|---|---|---|
| €m | €m | €m | €m | €m | €m | €m | |
| Property, plant and equipment | (49.2) | 3.1 | - | - | 1.1 | (1.3) | (46.3) |
| Intangibles | (20.6) | 1.2 | - | - | (1.0) | (6.4) | (26.8) |
| Other temporary differences | 34.6 | (1.6) | 1.4 | 0.1 | 0.5 | 4.2 | 39.2 |
| Pension obligations | (1.5) | 0.4 | - | 0.6 | 0.4 | - | (0.1) |
| Unused tax losses | 3.5 | 0.3 | - | - | 0.4 | 4.0 | 8.2 |
| (33.2) | 3.4 | 1.4 | 0.7 | 1.4 | 0.5 | (25.8) | |
In September 2017, the Group acquired 51% of the share capital of Isoeste Construtivos Isotermicos S.A. ("Isoeste"), a Brazilian Insulated Panels business. Isoeste is the leading insulated panel manufacturer in Brazil, operating from four manufacturing sites. The total consideration, including debt acquired and related costs, amounted to €75.0m, representing the maximum amount of identifiable consideration, comprising of €41.8m paid in cash on completion and €33.2m in deferred contingent consideration.
In November 2017, the Group acquired 100% of the share capital of Brakel Investments BV, the holding company of the Brakel Group ("Brakel"), a Dutch based operation specialising in Light and Air solutions. The total consideration, including debt acquired and related costs, amounted to €73.3m, all of which was settled in cash on completion.
The Group also made a number of smaller acquisitions during the year for a combined consideration of €58.8m:
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The Group employs a combination of debt and equity to fund its operations. As at 31 December 2017 the total capital employed in the Group was as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Net Debt | 463.9 | 427.9 |
| Equity | 1,568.0 | 1,471.5 |
| Total Capital Employed | 2,031.9 | 1,899.4 |
The Board's objective when managing capital is to maintain a strong capital base so as to maintain the confidence of investors, creditors and the market. The Board monitors the return on capital (defined as total shareholders' equity plus net debt), and targets a return in excess of 15% together with a dividend level that is compatible with industry norms, but which also reflects any exceptional market conditions.
The Board seeks to maintain a balance between the higher returns that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position. The Group actively manages foreign currency and interest rate exposure, as well as actively managing the net asset position, in order to create bottom line value. This necessitates the development of a methodology to optimise the allocation of financial resources on the one hand and the return on capital on the other.
The Board closely monitors externally imposed capital restrictions which are present due to covenants within the Group's core banking facilities.
There were no changes to the Group's approach to capital management during the year.
| Guarantees and warranties | 2017 €m |
2016 €m |
|---|---|---|
| At 1 January | 100.9 | 83.6 |
| Arising on acquisitions (Note 22) | 5.2 | 7.5 |
| Provided during year | 41.8 | 49.3 |
| Claims paid | (27.1) | (22.8) |
| Provisions released | (17.1) | (12.8) |
| Effect of movement in exchange rates | (2.7) | (3.9) |
| At 31 December | 101.0 | 100.9 |
| Current liability | 52.3 | 55.5 |
| Non-current liability | 48.7 | 45.4 |
| 101.0 | 100.9 |
The Group manufactures a wide range of insulation and related products for use primarily in the construction sector. Some products carry formal guarantees of satisfactory performance of varying periods following their purchase by customers and a provision is carried in respect of the expected costs of settling warranty and guarantee claims which arise. Both the number of claims and the cost of settling the claim are sensitive to change but not to such an extent as would cause a material change in the provision. Provisions are reviewed by management on a regular basis, and adjusted to reflect the current best estimate of the economic outflow. If it is no longer probable that an outflow of economic benefits will be required, the related provision is reversed.
For the non-current element of the provision, the Group anticipates that these will be utilised within three years of the reporting date. Discounting of the non-current element has not been applied because the discount would be immaterial.
The Group is not engaged in any material litigation.
Annual Report & Financial Statements 2017
On 15 December 2017 the Group announced that it had entered into an agreement to acquire the Synthesia Group which is comprised of Synthesia Espanola S.A., Poliuretanos S.A., Huurre Iberica S.A. and their respective subsidiaries (together "Synthesia").
Through its Huurre and Poliuretanos businesses, Synthesia gives the Group a leading position in both Insulated Panels and Insulation Boards on the Iberian Peninsula and strengthens its emerging Insulated Panels presence in Central and South America. It also provides an excellent technology platform for blended chemical systems similar to those used throughout the wider Kingspan Group. Synthesia is headquartered near Barcelona, with eight manufacturing facilities across Northern Spain and Panama and has approximately 575 employees across all businesses. Unaudited revenues and EBITDA for the twelve months to 31 August 2017 were €314m and €24m respectively. Synthesia had gross assets of €180m at 31 December 2016. The acquisition agreement is conditional on regulatory clearance, and is expected to complete mid 2018.
On 8 December 2017 the Group agreed to acquire 100% of Balex Metal sp. z.o.o. ("Balex"), a Polish based manufacturer of Insulated Panels and Insulation Boards with revenues for the year ended 31 December 2016 of €160m across five manufacturing sites. The Balex acquisition is conditional on regulatory clearance, and is expected to complete mid 2018.
In the prior year, the Group acquired 100% of the share capital Essmann Gebaudetechnik Gmbh, 100% of the share capital of Euroclad (Holdings) Limited, 100% of the share capital of Eurobond Laminates Limited, 85% of the share capital Tankworks Australia Pty Limited, the assets of Bristol Fiberlite Industries Inc. ("Bristolite"), 100% of the share capital of the Paroc Group and 62.5% of the share capital of Isocab Isobar NV.
The provisional fair values as recognised at 31 December 2016 of the acquired assets and liabilities at acquisition are set out below:
| Essmann €m |
Euro Group €m |
Other €m |
Total €m |
|
|---|---|---|---|---|
| Non-current assets | ||||
| Intangible assets | 8.7 | 10.3 | 6.2 | 25.2 |
| Property, plant and equipment | 13.5 | 5.5 | 11.9 | 30.9 |
| Deferred tax asset | 5.9 | 0.7 | 1.1 | 7.7 |
| Current assets | ||||
| Inventories | 15.3 | 7.7 | 15.4 | 38.4 |
| Trade and other receivables | 29.4 | 22.1 | 22.3 | 73.8 |
| Current liabilities | ||||
| Trade and other payables | (23.5) | (22.7) | (23.3) | (69.5) |
| Provisions for liabilities | (3.7) | (2.1) | (1.7) | (7.5) |
| Non-current liabilities | ||||
| Retirement benefit obligation | (4.6) | - | - | (4.6) |
| Deferred tax liabilities | (2.8) | (2.4) | (2.0) | (7.2) |
| Total identifiable assets | 38.2 | 19.1 | 29.9 | 87.2 |
| Non-controlling interest arising on acquisition (Note 28) | - | - | (3.5) | (3.5) |
| Goodwill | 41.4 | 75.1 | 62.2 | 178.7 |
| Total consideration | 79.6 | 94.2 | 88.6 | 262.4 |
| Satisfied by: | ||||
| Cash (net of cash acquired) | 79.6 | 94.2 | 77.6 | 251.4 |
| Deferred contingent consideration | - | - | 5.4 | 5.4 |
| Transfer of assets | - | - | 5.6 | 5.6 |
| 79.6 | 94.2 | 88.6 | 262.4 |
In the post-acquisition period to 31 December 2016, the acquired businesses contributed revenue of €144.5m and a trading profit of €10.9m to the Group's results.
The full year revenue and trading profit had the acquisitions taken place at the start of the year, would have been €3.3bn and €362m. The Group incurred acquisition related costs of €3.1m (2015: €3.8m) relating to external legal fees and due diligence costs. These costs
have been included in operating costs in the Income Statement.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The provisional fair values of the acquired assets and liabilities at acquisition are set out below:
| Isoeste €m |
Brakel €m |
Other* €m |
Total €m |
|
|---|---|---|---|---|
| Non-current assets | ||||
| Intangible assets | 5.3 | - | 7.6 | 12.9 |
| Property, plant and equipment | 12.9 | 10.5 | 16.4 | 39.8 |
| Deferred tax asset | - | - | 3.9 | 3.9 |
| Current assets | ||||
| Inventories | 23.4 | 3.9 | 5.1 | 32.4 |
| Trade and other receivables | 29.0 | 14.2 | 8.2 | 51.4 |
| Current liabilities | ||||
| Trade and other payables | (22.4) | (14.7) | (12.8) | (49.9) |
| Provisions for liabilities | - | (1.5) | (3.7) | (5.2) |
| Non-current liabilities | ||||
| Retirement benefit obligation | - | (0.3) | (0.3) | (0.6) |
| Deferred tax liabilities | (1.8) | (1.7) | (5.3) | (8.8) |
| Total identifiable assets | 46.4 | 10.4 | 19.1 | 75.9 |
| Non-controlling interest arising on acquisition (Note 28) | (24.6) | - | (0.3) | (24.9) |
| Goodwill | 53.2 | 62.9 | 40.0 | 156.1 |
| Total consideration | 75.0 | 73.3 | 58.8 | 207.1 |
| Satisfied by: | ||||
| Cash (net of cash acquired) | 41.8 | 73.3 | 58.8 | 173.9 |
| Deferred contingent consideration | 33.2 | - | - | 33.2 |
| 75.0 | 73.3 | 58.8 | 207.1 |
* Included in other are certain immaterial remeasurements of prior year accounting estimates.
The acquired goodwill is attributable principally to the profit generating potential of the businesses, together with cross-selling opportunities and other synergies expected to be achieved from integrating the acquired businesses into the Group's existing business.
In the post-acquisition period to 31 December 2017, the businesses acquired during the current year contributed revenue of €80.9m and trading profit of €9.5m to the Group's results.
The full year revenue and trading profit had the acquisitions taken place at the start of the year, would have been €3,853.8m and €397.3m respectively.
The gross contractual value of trade and other receivables as at the respective dates of acquisition amounted to €55.3m. The fair value of these receivables is €51.4m, all of which is recoverable, and is inclusive of an aggregate impairment provision of €3.9m.
Given the nature of the acquisitions completed during the year, there is €25.5m of goodwill (2016: €26.2m) which is expected to be deductible for tax purposes.
The Group incurred acquisition related costs of €3.6m (2016: €3.1m) relating to external legal fees and due diligence costs. These costs have been included in operating costs in the Consolidated Income Statement.
The deferred contingent consideration reflects the present value, which is based on a multiple of a target EBITDA, of the remaining obligation associated with the Group's 51% interest in the Isoeste business. A put option is also in place over the remaining 49% of both the Isoeste and PanelMET businesses, the details of which are set out in Note 18.
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis in respect of a number of the business combinations above given their proximity to year-end. Any amendments to these fair values within the twelve month timeframe from the date of acquisition will be disclosable in the 2018 Annual Report, as stipulated by IFRS 3.
The Group also announced two acquisitions in 2017 which are in the process of obtaining regulatory approval at the date of approval of these financial statements. The combined aggregate consideration is €440m. Further details of these possible acquisitions are set out overleaf.
| €m | 2016 €m |
|---|---|
| 61.7 | 48.0 |
2017 Interim dividend 11.0 cent (2016: 10.0 cent) per share 19.7 17.8 2016 Final dividend 23.5 cent (2015: 17.0 cent) per share 42.0 30.2
Final dividend of 26.0 cent (2016: 23.5 cent) per share 46.6 42.3
This proposed dividend for 2017 is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in the Statement of Financial Position of the Group as at 31 December 2017 in accordance with IAS 10 Events after the Reporting Period. The proposed final dividend for the year ended 31 December 2017 will be payable on 27 April 2018 to shareholders on the Register of Members at close of business on 23 March 2018.
| 2017 €m |
2016 €m |
|---|---|
| 24.9 | 3.5 |
| - | 1.5 |
At 1 January 16.6 11.4 Profit for the year attributable to non-controlling interest 1.6 0.1 Arising on acquisition (Note 22) Change of ownership interest transferred from retained earnings Dividends paid to minorities - (0.4) Share of foreign operations' translation movement (3.2) 0.5 At 31 December 39.9 16.6
During the year, the Group acquired 51% of the ordinary share capital of Isoeste Construtivos Isotermicos S.A., a Brazilian Insulated Panels business. As part of the acquisition, the Group recognised the 49% non-controlling interest of €24.6m.
In addition, the Group acquired 51% of PanelMET S.A.S., a Colombian Insulated Panels business. As part of this acquisition, the Group recognised the 49% non-controlling interest of €1.1m.
Further details on both these acquisitions are provided in Note 22.
| Movement in cash and bank overdrafts |
|---|
| Drawdown of loans |
| Repayment of loans |
| Settlement of derivative financial instrument |
| Increase in lease finance |
| Change in net debt resulting from cash flows |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Movement in cash and bank overdrafts | (35.3) | 28.1 |
| Drawdown of loans | (30.4) | (220.0) |
| Repayment of loans | 41.8 | 99.4 |
| Settlement of derivative financial instrument | (8.0) | - |
| Increase in lease finance | (0.8) | (1.8) |
| Change in net debt resulting from cash flows | (32.7) | (94.3) |
| Translation movement - relating to US dollar loan | 25.9 | (5.6) |
| Translation movement – other | (10.9) | (19.0) |
| Derivative financial instruments movement | (18.3) | 19.0 |
| Net movement | (36.0) | (99.9) |
| Net debt at start of the year | (427.9) | (328.0) |
| Net debt at end of the year | (463.9) | (427.9) |
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| 2017 €m |
2016 €m |
|
|---|---|---|
| Authorised | ||
| 250,000,000 Ordinary shares of €0.13 each (2016: 220,000,000 Ordinary shares of €0.13 each) | 32.5 | 28.6 |
| Issued and fully paid | ||
| Ordinary shares of €0.13 each | ||
| Opening balance – 180,051,534 (2016: 178,957,056) shares | 23.4 | 23.3 |
| Share options exercised – 1,290,781 (2016: 1,094,478) shares | 0.2 | 0.1 |
| Closing balance – 181,342,315 (2016: 180,051,534) shares | 23.6 | 23.4 |
During the year the authorised share capital was increased by 30,000,000 shares.
Details of share options exercised are set out in Note 3 to the financial statements.
| 2017 €m |
2016 €m |
|
|---|---|---|
| At 1 January Premium on share options exercised under employee share based compensation schemes |
95.6 - |
92.5 3.1 |
| At 31 December | 95.6 | 95.6 |
| 2017 | 2016 | |||||
|---|---|---|---|---|---|---|
| No. of shares | Consideration | Total | No. of shares | Consideration | Total | |
| € | €m | € | €m | |||
| 11.3 | ||||||
| 1.3 | ||||||
| (0.1) | ||||||
| 12.5 | ||||||
| 1,969,826 49,924 - 2,019,750 |
paid 6.32 29.23 - 6.89 |
12.5 1.5 - 14.0 |
1,938,257 50,607 (19,038) 1,969,826 |
paid 5.83 25.10 6.21 6.32 |
| Nominal value | 2017 | 2016 | ||||
|---|---|---|---|---|---|---|
| No. of shares Nominal value € |
Total € |
No. of shares Nominal value € |
Total € |
|||
| At 1 January | 1,969,826 | 0.13 | 256,077 | 1,938,257 | 0.13 | 251,973 |
| Repurchase of shares | 49,924 | 0.13 | 6,490 | 50,607 | 0.13 | 6,579 |
| Shares issued | - | - | - | (19,038) | 0.13 | (2,475) |
| At 31 December | 2,019,750 | 0.13 | 262,567 | 1,969,826 | 0.13 | 256,077 |
During the year, the Company repurchased 49,924 of its own shares at a cost of €1.5m. The nominal value of these shares at the date of purchase was €6,490. The repurchase was in connection with the Deferred Bonus Plan, as set out in the Report to the Remuneration Committee.
The Company holds 1.1% of the issued ordinary share capital as treasury shares.
In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual Income Statement to the Annual General Meeting and from filing it with the Registrar of Companies. The Company's profit for the financial year was €83.0m (2016: €4.9m).
Total obligations under non-cancellable operating leases are due as follows:
| Minimum payments 2017 €m |
Minimum payments 2016 €m |
|
|---|---|---|
| Less than one year | 19.2 | 20.7 |
| Between 1 - 5 years | 48.3 | 52.1 |
| More than 5 years | 39.8 | 45.3 |
| 107.3 | 118.1 |
Capital expenditure in subsidiary entities, approved by the directors but not provided in the financial statements, is as follows:
| 2017 €m |
2016 €m |
|
|---|---|---|
| Contracted for | 45.2 | 27.3 |
| Not contracted for | 20.4 | 17.8 |
| 65.6 | 45.1 |
The Group operates defined contribution schemes in each of its main operating locations. The Group also has a number of defined benefit schemes in the UK and mainland Europe.
The total cost charged to profit or loss of €11.8m (2016: €11.0m) represents employer contributions payable to these schemes in accordance with the rules of each plan. An amount of €5.0m (2016: €5.3m) was included at year end in accruals in respect of defined contribution pension accruals.
Contributions for key management personnel to defined contribution schemes are set out in Note 7.
The Group has two legacy defined benefit schemes in the UK, both of which are closed to new members and to future accrual. The total pension contributions to these schemes for the year amounted to €0.2m (2016: €2.0m) and the expected contributions for 2018 are €0.1m.
The Group also has pension obligations in mainland Europe which are accounted for as defined benefit obligations. These obligations have been accounted for in line with the Group's existing pension obligations whereby companies are not required to fund independent schemes for post employment benefit obligations. Instead, commencing from the date the employee becomes eligible to receive the income stream, this obligation is satisfied from available cash resources of the relevant employing company. A provision has been made for the unfunded liability. €0.7m of pension entitlements have been paid to retired former employees during the year (2016: €0.9m).
The pension costs relating to all of the above defined benefit obligations are assessed in accordance with the advice of qualified actuaries. In the case of the two UK legacy schemes, the most recent actuarial valuations were performed as of 31 December 2017. In general, actuarial valuations are not available for public inspection; however, the results of valuations are advised to members of the various schemes.
The extent of the Group's obligation under these schemes is sensitive to judgemental actuarial assumptions, of which the principal ones are set out overleaf. It is not considered that any reasonable sensitivity analysis on these assumptions would materially alter the scheme obligations.
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
A reconciliation of liabilities arising from financing activities is set out below.
| Balance 1 Jan 2017 €m |
Repayments €m |
Drawdowns / Receipts €m |
Non cash movements €m |
Balance 31 Dec 2017 €m |
|
|---|---|---|---|---|---|
| Bank loans | 3.8 | (2.0) | 0.4 | 0.8 | 3.0 |
| Loan notes | 691.1 | (39.8) | 30.0 | (25.9) | 655.4 |
| Finance leases | 3.5 | - | 0.8 | - | 4.3 |
| Derivatives | (48.5) | - | 8.0 | 18.3 | (22.2) |
| 649.9 | (41.8) | 39.2 | (6.8) | 640.5 |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Profit for the year | 285.9 | 255.5 |
| Add back non-operating expenses: | ||
| -Income tax expense | 60.6 | 58.5 |
| -Depreciation of property, plant and equipment | 64.2 | 63.2 |
| -Amortisation of intangible assets | 15.7 | 12.6 |
| -Impairment of non-current assets | 3.1 | 3.4 |
| -Employee equity-settled share options | 10.7 | 10.4 |
| -Finance income | (0.5) | (0.1) |
| -Finance expense | 16.4 | 14.4 |
| -Profit on sale of property, plant and equipment | (2.1) | (1.4) |
| -Profit on disposal of subsidiary | (2.9) | - |
| Changes in working capital: | ||
| -Inventories | (64.8) | (39.9) |
| -Trade and other receivables | (47.7) | (75.7) |
| -Trade and other payables | 27.2 | 62.5 |
| Other | ||
| -Change in provisions | (2.4) | 13.7 |
| -Pension contributions | (0.9) | (2.9) |
| Cash generated from operations | 362.5 | 374.2 |
The Group's principal debt facilities are secured by means of cross guarantees provided by Kingspan Group plc. These include drawn private placement notes of \$200m and €487.5m, undrawn private placement notes of €175m and undrawn committed banking facilities of €550m.
Finance lease liabilities are payable as follows:
| Future minimum lease payment | Interest | Present value of minimum lease payments |
|||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | 2017 | 2016 | 2017 | 2016 | ||
| €m | €m | €m | €m | €m | €m | ||
| Less than one year | 0.6 | 1.2 | - | 0.1 | 0.6 | 1.1 | |
| Between 1 - 5 years | 4.4 | 2.9 | 0.7 | 0.5 | 3.7 | 2.4 | |
| 5.0 | 4.1 | 0.7 | 0.6 | 4.3 | 3.5 |
Annual Report & Financial Statements 2017
The assets in the scheme at each year end were as follows:
| Asset Classes as % of Total Scheme Assets |
|---|
| At 1 January | |
|---|---|
| Acquired through business combination | |
| Current service cost | |
| Interest cost | |
| Benefits paid | |
| Settlement | |
| Actuarial losses/(gains) | |
| Effect of movement in exchange rates | |
| 2017 | 2016 | |
|---|---|---|
| Asset Classes as % of Total Scheme Assets | ||
| Equities | 46.0% | 66.7% |
| Bonds (Corporates) | 0.3% | 0.4% |
| Cash | 0.2% | 0.2% |
| Liability Driven Investment (LDI) | 53.5% | 32.7% |
| 100% | 100% | |
| The net pension liability is analysed as follows: | ||
| 2017 | 2016 | |
| €m | €m | |
| Equities | 34.9 | 51.2 |
| Bonds (Corporates) | 0.2 | 0.3 |
| Cash | 0.2 | 0.1 |
| Liability Driven Investment (LDI) | 41.6 | 25.5 |
| Fair market value of plan assets | 76.9 | 77.1 |
| Present value of obligation | (90.5) | (91.2) |
| Deficit | (13.6) | (14.1) |
| Analysed between: | ||
| Funded schemes' surplus | 7.9 | 6.7 |
| Unfunded obligations | (21.5) | (20.8) |
| (13.6) | (14.1) | |
| Related deferred tax (asset)/liability | (0.9) | 0.1 |
| Changes in present value of defined benefit obligations | 2017 | 2016 |
| €m | €m | |
| At 1 January | 91.2 | 82.7 |
| Acquired through business combination | 1.2 | 4.6 |
| Current service cost | 0.4 | 0.2 |
| Interest cost | 2.0 | 2.6 |
| Benefits paid | (2.9) | (4.1) |
| Settlement | (0.2) | (0.1) |
| Actuarial losses/(gains) | 1.2 | 14.7 |
| Effect of movement in exchange rates | (2.4) | (9.4) |
| At 31 December | 90.5 | 91.2 |
| Changes in present value of scheme assets during year | 2017 €m |
2016 €m |
| At 1 January | 77.1 | 75.4 |
| Acquired through business combination | 0.6 | - |
| Interest on scheme assets | 1.9 | 2.5 |
| Employer contributions | 0.3 | 2.0 |
| Benefits paid | (2.3) | (3.2) |
| Settlement | (0.3) | (0.3) |
| Actual return less interest | 2.2 | 11.8 |
| Effect of movement in exchange rates | (2.6) | (11.1) |
| At 31 December | 76.9 | 77.1 |
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
| 2017 | 2016 | |
|---|---|---|
| Life expectancies | ||
| Life expectancy for someone aged 65 - Males | 22.1 | 22.2 |
| Life expectancy for someone aged 65 - Females | 23.9 | 24.2 |
| Life expectancy at age 65 for someone aged 45 - Males | 23.5 | 23.9 |
| Life expectancy at age 65 for someone aged 45 - Females | 25.4 | 26.1 |
| Rate of increase in salaries | 0% - 2.75% | 0% - 2.75% |
| Rate of increase of pensions in payment | 0% - 2.1% | 0% - 2.1% |
| Rate of increase for deferred pensioners | 2% - 2.2% | 2.2% |
| Discount rate | 1.3% - 2.6% | 1.3% - 2.6% |
| Inflation rate | 1% - 3.2% | 1% - 2.2% |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Net liability in schemes at 1 January | (14.1) | (7.3) |
| Acquired (Note 22) | (0.6) | (4.6) |
| Employer contributions | 0.9 | 2.9 |
| Recognised in income statement | (0.6) | (0.4) |
| Recognised in statement of comprehensive income | 1.0 | (2.9) |
| Foreign exchange movement | (0.2) | (1.8) |
| Net liability in schemes at 31 December | (13.6) | (14.1) |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Current service cost | (0.4) | (0.1) |
| Settlements of scheme obligations | (0.1) | (0.2) |
| Total, included in operating costs | (0.5) | (0.3) |
| Movement on scheme obligations | (2.0) | (2.6) |
| Interest on scheme assets | 1.9 | 2.5 |
| Net interest expense, included in finance expense (Note 5) | (0.1) | (0.1) |
| 2017 €m |
2016 €m |
|
|---|---|---|
| Actual return less interest on scheme assets | 2.2 | 11.8 |
| Experience gain arising on scheme liabilities | 0.3 | 1.6 |
| Actuarial gain arising from changes in demographic assumptions | 1.0 | 0.6 |
| Actuarial (loss)/gain arising from changes in financial assumptions | (2.5) | (16.9) |
| (Loss)/gain recognised in other comprehensive income | 1.0 | (2.9) |
The cumulative actuarial loss recognised in other comprehensive income to date is €19.2m (2016: €20.2m).
In 2017, the actual return on plan assets was €4.1m (2016: €14.3m).
Kingspan Group plc Annual Report & Financial Statements 2017
The Group uses a number of metrics, which are non-IFRS measures, to monitor the performance of its operations.
The Group believes that these metrics assist investors in evaluating the performance of the underlying business. Given that these metrics are regularly used by management, they also give the investor an insight into how Group management review and monitor the business on an ongoing basis.
The principal APMs used by the Group are defined as follows:
This comprises the operating profit as reported in the Income Statement before intangible asset amortisation and non trading items. This equates to the Earnings Before Interest, Tax and Amortisation ("EBITA") of the Group.
| Financial Statements Reference | 2017 €m |
2016 €m |
|---|---|---|
Trading profit Note 2 337.5 340.9
TRADING MARGIN
Measures the trading profit as a percentage of revenue
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Trading Profit Total Group Revenue |
Note 2 Note 2 |
377.5 3,668.1 |
340.9 3,108.5 |
| Trading margin | 10.3% | 11.0% |
The Group defines net interest as the net total of finance costs and finance income as presented in the Income Statement
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Finance Costs | Note 5 | 16.4 | 14.4 |
| Finance Income | Note 5 | (0.5) | (0.1) |
| Net Interest | 15.9 | 14.3 | |
The Group defines non trading items as significant one off items which are not part of regular trading performance of the Group. These may include significant restructuring costs, profit or loss on disposal of investments, significant impairment of assets. Judgment is used by the Group in assessing whether the particular items, by their scale and nature, should be classified as non trading items.
The Group defines adjusted earnings per share as basic earnings per share adjusted for the impact of intangible amortisation and non trading items, net of tax.
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Profit attributable to ordinary shareholders | Note 9 | 284.3 | 255.4 |
| Intangible amortisation | Note 2 | 15.7 | 12.6 |
| Intangible amortisation tax impact | Note 21 | (3.1) | (1.2) |
| Non-trading items | Note 4 | (0.4) | - |
| 296.5 | 266.8 | ||
| Weighted average number of shares | Note 9 | 178,854 | 177,637 |
| Adjusted earnings per share | 165.8 cent | 150.2 cent |
Notes to the Financial Statements for the year ended 31 December 2017 (continued)
The principal related party relationships requiring disclosure under IAS 24 Related Party Disclosures relate to (i) transactions between group companies, (ii) compensation of key management personnel and (iii) goods and services purchased from directors.
(i) Transactions between subsidiaries and associates are carried out on an arm's length basis.
The Company received dividends from subsidiaries of €67.0m (2016: €nil), and there was a net increase in the intercompany balance of €23.2m (2016: €39.7m decrease).
Transactions with the Group's non-wholly owned subsidiaries primarily comprise trading sales and capital funding, carried out on an arm's length basis. These transactions are not considered to be material.
(ii) For the purposes of the disclosure requirements of IAS 24 Related Party Disclosures, the term "key management personnel" (i.e. those persons having the authority and responsibility for planning, directing and controlling the activities of the Company), comprise the board of directors who manage the business and affairs of the Company. As identified in the Report of the Remuneration Committee, the directors, other than the non-executive directors, serve as executive officers of the Group.
Key management personnel compensation is set out in Note 7.
Mr Eugene Murtagh received dividends of €10.0m during the year from the Group (2016: €8.1m). Dividends of €0.82m were paid to other key management personnel (2016: €0.65m).
(iii) The Group purchased legal services in the sum of €135,916 (2016: €108,104) from McCann FitzGerald Solicitors, a firm in which Mr John Cronin is a partner.
There have been no material events subsequent to 31 December 2017 which would require adjustment to or disclosure in this report.
The financial statements were approved by the directors on 23 February 2018.
Annual Report & Financial Statements 2017
Free cash flow is the cash generated from operations after net capital expenditure, interest paid and income taxes paid and reflects the amount of internally generated capital available for re-investment in the business or for distribution to shareholders.
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Net cash flow from operating activities | Consolidated Statement of Cash Flows | 283.6 | 309.6 |
| Additions to property, plant, equipment and intangibles | Consolidated Statement of Cash Flows | (89.8) | (113.3) |
| Proceeds from disposals of property, plant and equipment Consolidated Statement of Cash Flows | 4.2 | 10.2 | |
| Interest received | Consolidated Statement of Cash Flows | 0.5 | 0.1 |
| Free cash flow | 198.5 | 206.6 |
ROCE is the adjusted operating profit before interest and tax expressed as a percentage of the net assets employed. The net assets employed reflect the net assets, excluding net debt, at the end of each reporting period.
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Net Assets Net Debt |
Consolidated Statement of Financial Position Note 17 |
1,568.0 463.9 |
1,471.5 427.9 |
| Operating profit before interest and tax | Consolidated Income Statement | 2,031.9 362.4 |
1,899.4 328.3 |
| Return on capital employed | 17.8% | 17.3% |
Net debt represents the net total of current and non-current borrowings, current and non-current derivative financial instruments, excluding foreign currency derivatives which are used for transactional hedging, and cash and cash equivalents as presented in the Statement of Financial Position.
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Net Debt | Note 17 | 463.9 | 427.9 |
Working capital represents the net total of inventories, trade and other receivables and trade and other payables, net of transactional foreign currency derivation excluded from net debt.
| Financial Statements Reference | 2017 €m |
2016 €m |
|
|---|---|---|---|
| Trade and other receivables | Note 15 | 675.9 | 601.9 |
| Inventories | Note 14 | 447.1 | 365.5 |
| Trade and other payables | Note 16 | (645.2) | (585.2) |
| Foreign currency derivatives excluded from net debt | Note 19 | - | 0.5 |
| Working capital | 477.8 | 382.7 |
The Annual General Meeting of the Company will be held at The Herbert Park Hotel, Ballsbridge, Dublin 4 on Friday 20 April 2018 at 10.00 a.m.
Notice of the 2018 AGM will be made available to view online at www.kingspan. com/agm2018
You may submit your votes electronically by accessing Computershare's website:
http://www.eproxyappointment.com/
You will be asked for your Shareholder Reference Number (SRN), Control Number, and PIN, all of which will have been sent to shareholders in advance of the meeting. To be valid, your proxy vote must be received by Computershare no later than 10.00 am on Wednesday 18 April 2018 (48 hours before the meeting).
Shareholders who receive duplicate sets of Company mailings due to multiple accounts in their name should write to the Company's Registrar to have their accounts amalgamated.
Many companies have become aware that their shareholders have received unsolicited phone calls or correspondence concerning investment matters. These are typically from overseas based "brokers" who target shareholders offering to sell them what often turn out to be worthless or high-risk shares in US or UK investments. They can be very persistent and extremely persuasive. Shareholders are therefore advised to be very wary of any unsolicited advice, offers to buy shares at a discount or offers of free company reports.
Please note that it is very unlikely that either the Company or the Company's Registrar, Computershare, would make unsolicited telephone calls to shareholders and that any such calls would relate only to official documentation already circulated to shareholders and never in respect of investment "advice".
If you are in any doubt about the veracity of an unsolicited phone call, please call either the Company Secretary or the Registrar.
Kingspan Group plc was incorporated on 14 August 1979. It is an Irish domiciled company and the registered office is Kingspan Group plc, Dublin Road, Kingscourt, Co. Cavan, A82 XY31, Ireland. The registered company number of Kingspan Group plc is 70576.
Administrative enquiries about the holding of Kingspan Group plc shares should be directed to:
Computershare Investor Services (Ireland) Limited,
The Company Registrar: Heron House, Corrig Road, Sandyford Industrial Estate,
Dublin 18.
| 23 February 2018 |
|---|
| 20 April 2018 |
| 27 April 2018 |
| 22 March 2018 |
| 23 March 2018 |
| 24 August 2018 |
| 12 November 2018 |
| Bank of America Merrill Lynch | HSBC Bank plc |
|---|---|
| ING Bank NV | BNP Paribas |
| Commerzbank | Danske Bank AS |
| JP Morgan Chase Bank | KBC Bank NV |
| Ulster Bank Ireland Limited | Bank of Ireland |
McCann FitzGerald, Riverside One, Sir John Rogerson's Quay, Dublin 2, Ireland.
| Allen & Overy LLP, | |
|---|---|
| One Bishops Square, London, E1 6AD, England. |
Goodbody, Ballsbridge Park, Ballsbridge, Dublin 4 Ireland.
| JP Morgan Cazenove, 25 Bank Street, Canary Wharf, London, E14 5JP, |
|---|
| England. |
Chartered Accountants & Statutory Auditor,
KPMG, 1 Stokes Place, St Stephen's Green, Dublin 2, Ireland.
Annual Report & Financial Statements 2017
List of principal subsidiary and joint venture companies and the percentage shareholding held by Kingspan Group plc, either directly or indirectly:-
| % Shareholding |
Nature of Business |
% Shareholding |
Nature of Business |
||
|---|---|---|---|---|---|
| Ireland | United Kingdom | ||||
| Aerobord Limited | 100 | Manufacturing | Booth Muirie Limited | 100 | Manufacturing |
| Kingscourt Trustee | 100 | Trustee Company | Brakel Airvent Limited | 100 | Manufacturing |
| Company Limited | Building Innovation Limited | 100 | Sales & Marketing | ||
| Kingspan Century Limited | 100 | Manufacturing | Ecotherm Insulation | 100 | Manufacturing |
| Kingspan Environmental | 100 | Manufacturing | (UK) Limited | ||
| (Ireland) Limited | Euro Clad | 100 | Manufacturing | ||
| Kingspan ESB Designated | 50 | Sales & Marketing | Architectural Limited | ||
| Activity Company | Euro Clad Limited | 100 | Manufacturing | ||
| Kingspan Holdings (Irl) Limited |
100 | Management & Procurement |
Eurobond Laminates Limited | 100 | Manufacturing |
| Kingspan Holdings | 100 | Holding Company | Fuel Tank Shop Limited | 100 | Sales & Marketing |
| (North America) Limited | Interlink Fabrications Limited | 100 | Finance Company | ||
| Kingspan Holdings | 100 | Holding Company | Joris Ide Limited | 100 | Manufacturing |
| (Overseas) Limited | Kingspan Access | 100 | Manufacturing | ||
| Kingspan Holdings Limited | 100 | Holding Company | Floors Limited | ||
| Kingspan Insulation Limited | 100 | Manufacturing | Kingspan Energy Limited | 100 | Sales & Marketing |
| Kingspan International | 100 | Finance Company | Kingspan Environmental Limited |
100 | Manufacturing |
| Finance Unlimited Company | Kingspan Group Limited | 100 | Holding Company | ||
| Kingspan Investments | 100 | Finance Company | Kingspan Industrial | 100 | Manufacturing |
| (CEMEI) Unlimited Company | Insulation Limited | ||||
| Kingspan Light & Air Limited | 100 | Sales & Marketing | Kingspan Insulation Limited | 100 | Manufacturing |
| Kingspan Limited | 100 | Manufacturing | Kingspan Light & Air Limited | 100 | Sales & Marketing |
| Kingspan RE Limited | 100 | Property Company | Kingspan Limited | 100 | Manufacturing |
| Kingspan Research & Developments Limited |
100 | Product Development |
Kingspan Services (UK) | 100 | Management & |
| Kingspan Resources Limited | 100 | Property Company | Limited | Procurement | |
| Kingspan Securities | 100 | Finance Company | Kingspan Timber | 100 | Manufacturing |
| 2016 Designated | Solutions Limited | ||||
| Activity Company | Kingspan Trustee | 100 | Trustee Company | ||
| Kingspan Securities | 100 | Finance Company | Company Limited | ||
| 2017 Designated | Poultry House Products Limited |
100 | Manufacturing | ||
| Activity Company | Springvale Insulation Limited | 100 | Manufacturing | ||
| Kingspan Securities Limited | 100 | Finance Company | |||
| Kingspan Securities No. 2 Limited |
100 | Finance Company | Australia | ||
| Kingspan Tate Limited | 100 | Sales & Marketing | Kingspan Environmental Pty Limited |
85 | Manufacturing |
| Kingspan Insulated Panels | 100 | Manufacturing | |||
| Pty Limited | |||||
| Kingspan Insulation Pty Ltd | 100 | Sales & Marketing | |||
| Nova-Duct Technologies | 100 | Product | |||
| Pty. Ltd. | Development | ||||
| Rhino Water Tanks & Liners Pty Ltd |
100 | Manufacturing | |||
| Tate Access Floors Pty Limited | 100 | Sales & Marketing |
The information required by Regulation 21 of the above Regulations as at 31 December 2017 is set out below.
The Company has no securities in issue conferring special rights with regards control of the Company.
All Ordinary Shares rank pari passu, and the rights attaching to the Ordinary Shares (including as to voting and transfer) are as set out in the Company's Articles of Association ("Articles"). The Articles of Association also contain the rules relating to the appointment and removal of directors, rules relating to the amending of the Articles of Association, the powers of the Company's directors and in relation to issuing or buying back by the Company of its shares. A copy of the Articles may be found on www.kingspan. com or may be obtained on request to the Company Secretary.
Holders of Ordinary Shares are entitled to receive duly declared dividends in cash or, when offered, additional Ordinary Shares. In the event of any surplus arising on the occasion of the liquidation of the Company, shareholders would be entitled to a share in that surplus pro rata to their holdings of Ordinary Shares.
Holders of Ordinary Shares are entitled to receive notice of and to attend, speak and vote in person or by proxy, at general meetings having, on a show of hands, one vote, and, on a poll, one vote for each Ordinary Share held. Procedures and deadlines for entitlement to exercise, and exercise of, voting rights are specified in the notice convening the general meeting in question. There are no restrictions on voting rights except in the circumstances where a "Specified Event" (as defined in the Articles) shall have occurred and the directors have served a Restriction Notice on the shareholder. Upon the service of such Restriction Notice, no holder of the shares specified in the notice shall, for so long as such notice shall remain in force, be entitled to attend or vote at any general meeting, either personally or by proxy.
The Ordinary Shares may be held in either certificated or uncertificated form (through CREST).
Save as set out below, there is no requirement to obtain the approval of the Company, or of other shareholders, for a transfer of Ordinary Shares. The directors may decline to register (a) any transfer of a partly-paid share to a person of whom they do not approve, (b) any transfer of a share to more than four joint holders, (c) any transfer of a share on which the Company has a lien, and (d) any transfer of a certificated share unless accompanied by the share certificate and such other evidence of title as may reasonably be required. The registration of transfers of shares may be suspended at such times and for such periods (not exceeding 30 days in each year) as the directors may determine.
Transfer instruments for certificated shares are executed by or on behalf of the transferor and, in cases where the share is not fully paid, by or on behalf of the transferee. Transfers of uncertificated shares may be effected by means of a relevant system in the manner provided for in the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (the "CREST Regulations") and the rules of the relevant system. The directors may refuse to register a transfer of uncertificated shares only in such circumstances as may be permitted or required by the CREST Regulations.
Unless otherwise determined by ordinary resolution of the Company, the number of directors shall not be less than two or more than 15.
Subject to that limit, the shareholders in general meeting may appoint any person to be a director either to fill a vacancy or as an additional director. The directors also have the power to co-opt additional persons as directors, but any director so co-opted is under the Articles required to be submitted to shareholders for re-election at the first annual general meeting following his or her co-option.
The Articles require that at each annual general meeting of the Company one-third of the directors retire by rotation. However, in accordance with the recommendations of the UK Corporate Governance Code, the directors have resolved they will all retire and submit themselves for re-election by the shareholders at the Annual General Meeting to be held on 20 April 2018.
The Company's Articles may be amended by special resolution (75% majority of votes cast) passed at general meeting.
Under its Articles, the business of the Company shall be managed by the directors, who exercise all powers of the Company as are not, by the Companies Acts or the Articles, required to be exercised by the Company in general meeting.
The directors are currently authorised to issue a number of shares equal to the authorised but as yet unissued share capital of the Company on such terms as they may consider to be in the best interests of the Company, under an authority that was conferred on them at the Annual General Meeting held on 27 April 2017. The directors are also currently authorised on the issue of new equity for cash to disapply the strict statutory pre-emption provisions that would otherwise apply, provided that the disapplication is limited to the allotment of equity securities in connection with any rights issue or any open offer to shareholders, or the allotment of shares not exceeding in aggregate 5% of the nominal value of the Company's issued share capital. Both these authorities expire on 20 April 2018 unless renewed and resolutions to that effect are being proposed at the Annual General Meeting to be held on 20 April 2018.
The Company may, subject to the Companies Acts and the Articles, purchase any of its shares and may either cancel or hold in treasury any shares so purchased, and may re-issue any such treasury shares on such terms and conditions as may be determined by the directors. The Company shall not make market purchases of its own shares unless such purchases have been authorised by a special resolution passed by the members of the Company at a general meeting. At the Annual General Meeting held on 27 April 2017, shareholders passed a resolution giving the Company, or any of its subsidiaries, the authority to purchase up to 10% of the Company's issued Ordinary Shares. At the Annual General Meeting to be held on 20 April 2018, shareholders are being asked to renew this authority.
There are no agreements between shareholders that are known to the Company which may result in restrictions on the transfer of securities or voting rights.
Certain of the Group's banking facilities include provisions that, in the event of a change of control of the Company, could oblige early prepayment of the facilities. Certain of the Company's joint venture arrangements also contain provisions that would allow the counterparty to terminate the agreement in the event of a change of control of the Company. The Company's Performance Share Plan contains change of control provisions which allow for the acceleration of the exercise of share options/awards in the event of a change of control of the Company.
There are no agreements between the Company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.
| % Shareholding |
Nature of Business |
% Shareholding |
Nature of Business |
||
|---|---|---|---|---|---|
| Mexico | Slovakia | ||||
| Innovación en Aislamiento | 100 | Management & | Kingspan S.R.O. | 100 | Sales & Marketing |
| Especializado S.A. DE C.V. | Procurement | BPS & D&V S.R.O. | 100 | Sales & Marketing | |
| Kingspan Insulated Panels S.A. DE C.V. |
100 | Manufacturing | Slovenia | ||
| Kingspan D.O.O. | 100 | Sales & Marketing | |||
| Netherlands Europe Twin Tile NV |
100 | Manufacturing | South Africa | ||
| Hoesch Bouwsystemen B.V. | 100 | Sales & Marketing | Kingspan Insulated Panels | 85 | Sales & Marketing |
| Kingspan B.V. | 100 | Sales & Marketing | (Pty) Ltd | ||
| Kingspan Holding | 100 | Holding Company | Spain | ||
| Netherlands B.V. | Kingspan Suelo Technicos S.L. | 50 | Sales & Marketing | ||
| Kingspan Insulation B.V. | 100 | Manufacturing | |||
| Kingspan (MEATI) B.V. | 85 | Holding Company | Sweden | ||
| Kingspan Unidek B.V. | 100 | Manufacturing | Kingspan AB | 100 | Sales & Marketing |
| Brakel Aluminium B.V. | 100 | Manufacturing | Kingspan Insulation AB | 100 | Sales & Marketing |
| Brakel Atmos B.V. | 100 | Manufacturing | Paroc Panel System AB | 100 | Sales & Marketing |
| New Zealand | Switzerland | ||||
| Kingspan Insulation NZ | 100 | Sales & Marketing | Kingspan GmbH | 100 | Sales & Marketing |
| Limited | Turkey | ||||
| Kingspan Limited | 100 | Sales & Marketing | Izopoli Impeks Prefabrik Panel | 85 | Sales & Marketing |
| Norway | Sanayi ve Ticaret Ltd. Sti. Kingspan Yapi Elemanlari A.S. |
85 | Manufacturing | ||
| Kingspan AS | 100 | Sales & Marketing | |||
| Kingspan Insulation AS | 100 | Sales & Marketing | Ukraine | ||
| Kingspan Miljo AS | 100 | Sales & Marketing | Kingspan Lviv LLC | 100 | Sales & Marketing |
| Paroc Panel System AS | 100 | Sales & Marketing | United Arab Emirates | ||
| Poland | Kingspan Insulated Panels | 85 | Manufacturing | ||
| Essmann Polska Sp. Z o.o. | 100 | Sales & Marketing | Manufacturing LLC | ||
| Kingspan Environmental Sp. Z o.o. | 100 | Manufacturing | Kingspan Insulation LLC | 90 | Sales & Marketing |
| Kingspan Insulation Sp. Z o.o. | 100 | Sales & Marketing | Kingspan International FZE | 100 | Sales & Marketing |
| Kingspan Sp. Z o.o. | 100 | Manufacturing | United States | ||
| Qatar | American Solar Alternative | 100 | Sales & Marketing | ||
| Kingspan Insulation WLL | 100 | Sales & Marketing | Power LLC | ||
| Romania | ASM Modular Systems Inc. | 100 | Manufacturing | ||
| Hoesch Sisteme Pentru | 100 | Sales & Marketing | CPI Daylighting Inc. | 100 | Manufacturing |
| Constructii S.R.L | Daylighting Contracts Inc. | 100 | Sales & Marketing | ||
| Kingspan S.R.L. | 100 | Sales & Marketing | Dri-Design Inc. | 94.67 | Manufacturing |
| Joris Ide S.R.L. | 100 | Manufacturing | Kingspan Energy Inc. | 100 | Sales & Marketing |
| Kingspan Insulated Panels Inc. | 100 | Manufacturing | |||
| Russia | Kingspan Insulation LLC | 100 | Manufacturing | ||
| Joris Ide LLC | 100 | Manufacturing | Kingspan Light & Air LLC | 100 | Manufacturing |
| Serbia | Morin Corporation | 100 | Manufacturing | ||
| Kingspan D.O.O. | 100 | Sales & Marketing | Pre-insulated Metal Technologies Inc. |
100 | Manufacturing |
| Singapore | Tate Access Floors Inc. | 100 | Manufacturing | ||
| Hoesch Bausysteme | 100 | Sales & Marketing | |||
| Pte Limited | Pursuant to Section 316 of the Companies Act 2014, a full list of | ||||
| Kingspan Pte Limited | 100 | Sales & Marketing | subsidiaries will be annexed to the Company's Annual Return to be |
filed in the Companies Registration Office in Ireland.
| % Shareholding |
Nature of Business |
|
|---|---|---|
| Austria | ||
| Hoesch Bausysteme GmbH | 100 | Sales & Marketing |
| Kingspan GmbH | 100 | Sales & Marketing |
| Azerbaijan | ||
| Izopoli Mahdut | 85 | Sales & Marketing |
| Mesuliyeti Cemiyeti | ||
| Belgium | ||
| Europe Twin Tile NV | 100 | Manufacturing |
| Argina Technics NV | 100 | Manufacturing |
| Brakel Aero NV | 100 | Manufacturing |
| Isomasters NV | 62.5 | Manufacturing |
| Joris Ide NV | 100 | Manufacturing |
| Kingspan Access Floors Europe NV |
100 | Manufacturing |
| Kingspan Door Components SA | 100 | Manufacturing |
| Kingspan Insulation NV | 100 | Manufacturing |
| Kingspan NV | 100 | Sales & Marketing |
| Kingspan Unidek N.V. | 100 | Sales & Marketing |
| Bosnia and Herzegovina | ||
| Kingspan D.O.O. | 100 | Sales & Marketing |
| Bulgaria | ||
| Kingspan EOOD | 100 | Sales & Marketing |
| Brazil | ||
| Kingspan-Isoeste | 51 | Manufacturing |
| Construtivos Isotérmicos S/A. Isoeste Transportes Limitada |
51 | Transport Company |
| Canada | ||
| Kingspan Insulated Panels Limited |
100 | Manufacturing |
| Tate ASP Access Floors Inc. | 100 | Manufacturing |
| Vicwest Inc. | 100 | Manufacturing |
| Colombia | ||
| Kingspan Comercial SAS | 51 | Sales & Marketing |
| PanelMET SAS | 51 | Manufacturing |
| Croatia Hoesch Gradjevinski |
100 | Sales & Marketing |
| Elementi D.O.O. | ||
| Kingspan D.O.O. | 100 | Sales & Marketing |
| Czech Republic | ||
| Hoesch Stavebni Systemy | 100 | Sales & Marketing |
| S.R.O | ||
| Kingspan A.S. | 100 | Manufacturing |
| SEP Essmann S.R.O. | 100 | Sales & Marketing |
| Denmark | ||
| Kingspan A/S | 100 | Sales & Marketing |
| Kingspan Insulation ApS | 100 | Sales & Marketing |
| Paroc Panel System A/S | 100 | Sales & Marketing |
| Egypt | ||
| Izopoli Egypt LLC | 85 | Sales & Marketing |
| Estonia | ||
| Kingspan Insulation OÜ | 100 | Sales & Marketing |
| Kingspan OÜ | 100 | Sales & Marketing |
| % Shareholding |
Nature of Business |
|
|---|---|---|
| Finland | ||
| Kingspan Insulation Oy | 100 | Manufacturing |
| Kingspan Oy | 100 | Sales & Marketing |
| Paroc Panel System Oy Ab | 100 | Manufacturing |
| France | ||
| Comptoir du Batiment et de L'Industrie SAS |
100 | Manufacturing |
| ECODIS SAS | 100 | Manufacturing |
| Isocab France SAS | 100 | Manufacturing |
| Joris Ide Auvergne SAS | 100 | Manufacturing |
| Joris Ide Sud Ouest SAS | 100 | Manufacturing |
| Kingspan S.a.r.l. | 100 | Sales & Marketing |
| Profinord S.a.r.l. | 100 | Manufacturing |
| Societe Bretonne de | 100 | Manufacturing |
| Profilage SAS | ||
| Germany | ||
| Essmann Gebäudetechnik | 100 | Manufacturing |
| GmbH | ||
| Hoesch Bausysteme GmbH | 100 | Manufacturing |
| Joris Ide Deutschland GmbH | 100 | Manufacturing |
| Kingspan Environmental GmbH |
100 | Sales & Marketing |
| Kingspan Investments GmbH | 100 | Manufacturing |
| Kingspan GmbH | 100 | Property Company |
| Kingspan Insulation Gmbh & Co. KG |
100 | Manufacturing |
| Schütze GmbH | 100 | Manufacturing |
| Hong Kong | ||
| Tate Access Floors (Hong Kong) Limited |
100 | Sales & Marketing |
| Hungary | ||
| Essmann Hungaria Kft. | 100 | Sales & Marketing |
| Kingspan Kereskedelmi Kft. | 100 | Manufacturing |
| MEGAPROFIL | 100 | Manufacturing |
| Magyarország Kft. | ||
| India | ||
| Kingspan India Private Limited | 85 | Sales & Marketing |
| Kingspan Insulation Private | 100 | Manufacturing |
| Limited | ||
| Iran | ||
| Izopoli Pars Private Joint | 85 | Sales & Marketing |
| Stock Company | ||
| Kingspan Insulation Pars | 100 | Manufacturing |
| Kenya | ||
| Kingspan Roof and | 85 | Sales & Marketing |
| Facade Limited | ||
| Latvia | ||
| Kingspan SIA | 100 | Sales & Marketing |
| Lithuania | ||
| Kingspan UAB | 100 | Sales & Marketing |
| Luxembourg Naps Holdings |
100 | Finance Company |
Kingspan Group plc Annual Report & Financial Statements 2017
| Results (amounts in €m) | 2017 | 2016 | 2015 | 2014 | 2013 |
|---|---|---|---|---|---|
| Revenue | 3,668.1 | 3,108.5 | 2,774.3 | 1,891.2 | 1,776.8 |
| Trading profit | 377.5 | 340.9 | 255.9 | 148.5 | 122.8 |
| Net profit before tax | 346.5 | 314.0 | 232.0 | 127.5 | 101.9 |
| Operating cashflow | 362.5 | 377.1 | 382.5 | 171.3 | 146.7 |
| Equity (amounts in €m) | 2017 | 2016 | 2015 | 2014 | 2013 |
| Gross assets | 3,235.6 | 3,004.6 | 2,549.1 | 1,836.5 | 1,589.2 |
| Working capital | 477.8 | 382.7 | 301.8 | 263.3 | 212.5 |
| Total shareholder equity | 1,568.0 | 1,471.5 | 1,293.8 | 1,009.1 | 859.6 |
| Net debt | 463.9 | 427.9 | 328.0 | 125.5 | 106.7 |
| Ratios | 2017 | 2016 | 2015 | 2014 | 2013 |
| Net debt as % of total shareholders' equity | 29.6% | 29.1% | 25.4% | 12.4% | 12.4% |
| Current assets / current liabilities | 1.65 | 1.56 | 1.43 | 1.47 | 1.83 |
| Net debt / EBITDA | 1.05 | 1.06 | 1.04 | 0.66 | 0.66 |
| Per Ordinary Share (amounts in €cent) | 2017 | 2016 | 2015 | 2014 | 2013 |
| Earnings | 159.0 | 143.8 | 106.7 | 62.6 | 51.7 |
| Operating cashflows | 202.1 | 212.3 | 217.1 | 100.1 | 87.1 |
| Net assets | 876.7 | 828.4 | 734.2 | 589.7 | 507.2 |
| Dividends | 37.0 | 33.5 | 25.0 | 16.3 | 14.0 |
| Average number of employees | 11,133 | 10,396 | 8,595 | 6,627 | 6,439 |
This publication is printed on paper and board which is produced from pulp sourced from sustainably managed forests. We support environmentally appropriate, socially beneficial and economically viable forestry management.
Financial Statements
Dublin Road Kingscourt Co Cavan Ireland A82 XY31
Tel: +353 42 969 8000 Fax: +353 42 966 7501 Email: [email protected]
www.kingspan.com
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