2021 Annual Report and 2022 Annual General Meeting

Source: RNS
RNS Number : 4692F
Weir Group PLC
21 March 2022

The Weir Group PLC                                                            

21 March 2022


2021 Annual Report and 2022 Annual General Meeting


The following documents have today been posted or otherwise made available to shareholders:



Annual Report and Financial Statements for the period ended 31 December 2021 (the "2021 Annual Report");


Notice of 2022 Annual General Meeting; and


Form of Proxy for the 2022 Annual General Meeting.


In accordance with Listing Rule 9.6.1, a copy of each of these documents has been uploaded to the National Storage Mechanism and will be available for viewing shortly at:



The documents (except the Form of Proxy) are also available on the Company's website at

www.global.weir/investors/shareholder-information/agm/ and in hard copy to Shareholders upon request to Investor Relations, The Weir Group PLC, 1 West Regent Street, Glasgow, G2 1RW.


The Company currently intends to hold its 2022 Annual General Meeting (the "AGM") at the Company's Head Office, 1 West Regent Street, Glasgow, G2 1RW, on Thursday 28 April 2022 at 2.30pm.


The Company's full year results announcement of 2 March 2022 contained a management report as well as the audited financial statements which were prepared in accordance with the applicable accounting standards.


The 2021 Annual Report submitted to the National Storage Mechanism today also contains information regarding the Company's principal risks and uncertainties as at 2 March 2022 (being the date of the 2021 Annual Report) and a responsibility statement relating to the content of the 2021 Annual Report; an extract of this information is provided below as required under paragraph 6.3.5 of the DTR, however this material should be read in conjunction with and is not a substitute for reading the full 2021 Annual Report. Page numbers and cross-references in the following appendices refer to page numbers and cross-references in the 2021 Annual Report.




For further information, please contact:


Graham Vanhegan

Company Secretary                                                               

Telephone: 0141 308 3771



Graham Vanhegan

Chief Legal Officer and Company Secretary






Appendix A: Principal risks and uncertainties as at 2 March 2022 (the date of the 2021 Annual Report)


A description of the principal risks and uncertainties that the Company faces is extracted in full and unedited form pages 74 to 80 of the 2021 Annual Report.


As in any business, there are risks and uncertainties which could impact the Group's ability to achieve its objectives in the future. The Group's risk management and assurance framework is designed to make this less likely by clearly identifying and seeking to mitigate these key risks.


The Board has conducted a robust assessment of the principal risks, alongside the Risk Appetite Statement set out on page 71 meeting the Board's responsibilities in connection with Risk Management and Internal Control details in the UK Corporate Governance Code. Each of the principal risks is assigned an owner from amongst the Board or Group Senior Management team and a detailed review of each principal risk has been completed in the year.


The Group's risk registers were reviewed and validity of the existing prior year principal risks were reassessed and consideration was given as to whether any new principal risks have emerged, or certain risks are no longer considered to be a principal risk. This review resulted in changes being made to the principal risks in 2021.


The identified principal risks were subjected to a detailed assessment based on the following considerations:


Severity of each risk relative to the Group's stated risk appetite;

Existence and effectiveness of actions and internal controls which serve to mitigate the risk;

The overall effectiveness of the Group's control environment, including assurance and any identified control weakness; and

The extent to which each of the principal risks could impact the Group's viability in financial or operational terms, due to their potential effects on the business plan, solvency or liquidity.


The principal risks set out on pages 74 to 80 are those which we believe to have the greatest potential to impact our ability to achieve the Group's strategic objectives or which have the greatest potential impact on the Group's solvency or liquidity.



Principal Risks and Uncertainties

Covid-19 (Risk trend: No Change)


Risk of subsequent pandemic waves giving rise to further plant closures and heightened workforce exposures both for the Group and its key customers and suppliers which could lead to a loss of productivity and/or loss of life.


Why we think this is important


Whilst the emergence of new variants such as Omicron are demonstrating significantly milder symptoms, the health and wellbeing threat posed to the Group's people and operations remains in the near-term, particularly in those countries with lower vaccination rates.



How we are mitigating the risk


The Group's has continued to adapt and innovate throughout 2021, whilst ensuring the constant protection of our people and ability to serve our customers safely and reliably.


Underpinned by the Groups vision of being a zero-harm workplace, our risk mitigation focus has remained on reinforcing our previously developed health and wellbeing workplace protocols and COVID-19 specific response plans which are cognoscente of locality and emerging local authority restrictions.


Changes during 2021


Key initiatives rolled out in the last year have included the Group providing vaccination support for all employees where possible, combined with a continued emphasis on mental health, which is a core element of the Groups recently launched Health and Wellbeing framework.


Ongoing vaccination rollouts, booster programmes and heightening immunity levels are all regarded as positive indicators that society is likely to be better protected in the future from further COVID-19 disruption. The Group however continues to adopt a cautious outlook, and this is reflected  in the assessed risk as unchanged from the prior year


Technology (Risk trend: No change)


Failure of the Group to embrace technology, innovate and continue to develop and invest in both our core and next generation solutions and services for our customers, leaves the Group's market leading positions and ability to deliver on growth ambitions exposed.


Why we think this is important


We need to continue to drive innovation across the Group through investment in talent and collaboration with research partners, thus ensuring there is a sustainable and evolving product offering leveraging new and adjacent technologies.


Failure to achieve this could give rise to:


An inability to give sufficient priority to outer horizon technology leading to an under investment / delayed development to meet our medium-long term performance goals.


Failure to identify and mitigate potentially disruptive technology trends as they appear in mining or adjacent industries and/or failure to adapt at the required pace to gain / sustain market competitiveness.


Failure to leverage our deep customer/market insights to develop products and solutions which meet the most strategic needs of our customers and other stakeholders.


Failure to adapt our business model to capture economic value / prevent economic loss from technological advances.


Failure to leverage new technology to reduce costs/improve our own operational performance, resulting in increased costs and/or lower responsiveness relative to our peers. 


How we are mitigating the risk


Continued investment in our technology strategy aligned on smart, sustainable, efficient (SSE) priorities.


Use of new emergent technologies radar software / process with embedded Artificial Intelligence (AI) scanning capability to assess potential risks & opportunities.


Strong governance around intellectual property and new material/product launches.


Evolving WARC (Weir Advanced Research Centre) model with strategic international research, academic and technology scanning partnerships and funding.


Maturing of the Weir Innovation Network (WIN) approach to further promote, celebrate and reward a culture of innovation.

Changes during 2021


The Group's acquisition of Motion Metrics, a market leading developer of innovative Artificial Intelligence and machine vision technology will significantly boost our highly engineered, digitally enabled mining products proposition to support our customers sustainability, productivity and safety agendas.

Risk movement


The impact and likelihood of this risk is assessed to have not changed since last year.

Value Chain Excellence (Risk trend: No Change)


Failure to achieve Value Chain Excellence improvements and the associated reduction in costs and enhanced capital efficiency.


Why we think this is important


If we fail to improve our value chain management, we risk:


Losing the opportunity to meet our customer needs in terms of product volume, quality and delivery, through a failure in internal and external supply chains resulting in a low of reputation and sales;


Failure to optimise our inventory thus inhibiting the Group investment strategy and creating slow moving and obsolete inventory ultimately impacting our results;


Failure to manage potential above inflationary increases in procurement costs as commodity prices increasing thereby reducing our cost competitiveness and margins; and


Failure to develop organisational capability to sustain and improve operational performance results.


How are we mitigating the risk


Regular KPI monitoring of the value chain throughout the organisation. Value Chain Excellence initiatives have been operating throughout the Group to drive value chain improvements including expanding production in best cost countries.


The Group's forward purchase commitments are being closely monitored to manage inventories at levels appropriate to market conditions.


Our credit risk management procedures are under continuous appraisal and review.


We regularly monitor market activity to ensure we remain competitive.


Improved demand planning and forecasting including Sales and Operations Planning within VCE. Realising value from shared service initiatives.

Changes during 2021


Key mitigation initiatives in the year have centred on increasing our volume aggregation plans to best costs countries and a reduction in selling, general & administrative (SG&A) expense as a percentage of sales through greater utilisation of our shared services network.


Despite some short-term challenges experienced in the areas of procurement and supply chain disruption, these have not been deemed sufficiently material to change the risk weighting since last year.

Climate (Risk trend: No Change)


Failure to adapt to and mitigate climate change and the associated impact on our current or future business.


Why we think this is important


Failure to manage this risk has significant impacts on us, our customers and our supply chain. These impacts can be physical or relate to the transition to a low-carbon economy and they can be both acute and chronic. Physical risks include the potential impact of extreme weather events on our operations. Failure to manage transition risks may have political and legal implications following increased Governmental focus, such as the costs of complying with carbon prices.


There are also wider implications of this risk including changes in revenue due to reduced demand from declining market sectors, loss of market share if we were not able to meet demand for products with reduced energy and water usage, negative impact on reputation leading to increased cost of capital and failure to attract talent into the organisation.


How are we mitigating the risk


Sustainability Roadmap developed via extensive multi-stakeholder materiality assessment encompassing Environmental, Social & Governance (ES&G).


Two of the four Sustainability Roadmap priority areas focus on Environmental Sustainability.


Creating sustainable solutions: with targets for increased sustainability impact of our products in use, sustainable design and supply and end-of-life stewardship for our products.


Reducing our footprint: with targets for CO2 reduction (both efficiency and renewable supply optimisation), water stewardship, waste elimination.


We are continuing strong engagement with stakeholders in this area.

Changes during 2021


This risk was reclassified from previously Environmental Sustainability to Climate Risk in order to fully reflect the Group's climate change agenda and the role we must play in reducing our own footprint.


Key activities in 2021 involved a quantitative review of the market risks and opportunities linked to the transition to a low-carbon economy, with the findings then integrated directly into the strategic planning process and principal risk framework.


Execution of the Group's first ever sustainability linked public bond placement, further strengthened our balance sheet and wider climate commitments.


The impact and likelihood of this risk is assessed to have not changed since last year.

Safety, Health and Wellbeing (Risk trend: No change)


Failure to adequately protect our people and customers from harm presents a significant threat to the physical and mental well-being of the Group's existing and available workforce leading to a resultant impact on productivity and our ability to meet customer demands and expectations.


Why we think this is important


Our commitments to a zero-harm workplace and environmental safeguarding are at the very core of our sustainability strategy and purpose, with policies and processes in place to ensure the continued health, safety and physical & mental wellbeing of all employees, customers and third parties.

How are we mitigating the risk


The Group's SHE charter sets out the guiding principles, priorities and actions, each of which play a vital role in supporting our shared vision of achieving zero-harm workplace where everyone of our people has a safe start, a safe finish and a safe journey home.


The Weir SHE management system then establishes a common set of standards and expectations for addressing risk throughout our operations globally.


Changes during 2021


The Group's SHE charter was refreshed in 2021 and has been instrumental in empowering individuals and teams to focus first on safe behaviours, proactively identifying risks through safety conversations and articulating clearly what is expected and required from us all to achieve our collective vision.


SHE also became an integral part of our employee engagement programme with pulse surveys undertaken to promote active participation in employees own and other's health, wellbeing and safety.  The survey's findings led to the Group launching its new Health and Wellbeing framework focusing on the Culture & Leadership, Safety & Environment, Mental Wellbeing, Physical Wellbeing and Financial Wellbeing.


The impact and likelihood of this risk is assessed to have not changed since last year.

People (Risk trend: Increasing)


Failure of the Group to build an ever more inclusive and diverse culture, which gives rise to an inability to attract and retain the very best workforce.


Why we think this is important


Our people represent our biggest asset and so the ability of the Group to attract, develop and retain talent and build capability at the pace required is fundamental to the delivery of the Group's strategic objectives.


Our ambition to foster an inclusive and diverse workforce that increasingly reflects the diversity of the markets in which we operate, is key to creating a purpose driven culture where we can all do the best work of our lives.

How are we mitigating the risk


Promotion of the Weir Group Values & Behaviours, Code of Conduct and HR Policies sets the standards and expectations for all our staff, reinforcing our stated commitment to attracting and retaining the very best people.


High performer assessments are undertaken to identify and develop our very best talent.


Succession plans are in place and periodically reviewed for all of our key management.


Personal Development Plans are set and reviewed for the effective development of all of our staff.

We continue to offer competitive compensation and benefits packages.


Inclusion and Diversity Training and Steering Committee.



Changes during 2021


2021 saw the introduction Workday, the Group's new global HR management system which forms an integral part of our ongoing discovery programme designed to modernise, standardise and digitise our HR processes to ultimately deliver an even better employee experience.


In the key area of Inclusion and Diversity the Group launched its global I&D education programme, which also included the creation of I&D ambassadors, global online learning programmes and the promotion of affinity groups.



Given the prevailing competitive labour market conditions which are manifesting themselves in labour shortages and increased attrition rates in certain pockets , this risk was elevated during the year to reflect the potential short-term impediment to growth.


Market (Risk trend: No Change)


Changes in key mining markets, including commodity prices and macro-economic conditions have an adverse impact on customers' expenditure plans. Fundamental market structure changes could alter the long-term economics of the business.


Why we think this is important


Cyclical nature of the Group's end markets, including continued exposure to oil sands, giving rise to downturns and resultant pricing and operational pressures.


Risk of credit markets tightening limiting access to capital.


Failure of the Group to maximise upturn opportunities and meet customer demands.


How are we mitigating the risk


Our aftermarket focused business model and enhanced focus on technology to reduce cost and improve efficiency combine to mitigate the risk of future down turns.


The Group's strategy planning process utilises extensive market intelligence to assist in forecasting opportunities and dips in markets.

Changes during 2021


Completion of the Group first ever sustainability linked public bond in our 150-year history further strengthened our balance sheet whilst also reaffirming our commitment to reducing our environmental impact by 30% by the end of 2024.


With key commodities remaining at multi year highs the impact and likelihood of this risk is assessed to have not changed since last year.

Competition (Risk trend: No change)


Increasing presence of low-cost competitors with improving quality in our end markets leads to significant pricing pressure and margin deterioration. Disruptive technologies or new entrants with alternative business models could also reduce our ability to sustainably win future business, achieve operating results and realise future growth opportunities. Continuing threat from third party replicators. 


Why we think this is important


Increasing presence of low cost competitors with improving quality in our end markets leads to significant pricing pressure and margin deterioration. Alternatively, increased competition forces a continual release of longer wear life products resulting in maintaining market share but cannibalising our sales volumes with difficulty in realising commercial benefits.

How are we mitigating the risk


Horizon scanning for competitor threats including patent searches and applications.


Collaboration with customers on technology partnerships and field trials.


Technology solutions with differentiation on engineering expertise, aftermarket service and total cost of ownership.


Continued development of operational efficiency and improvement plans.


Continued investment in core product design, process and materials that provide high value.


Changes during 2021


The Group's continued to focus on the development of technology solutions, it's aftermarket services proposition and emphasis on total cost of ownership, delivered a series of active product alliances with several key customers.


The impact and likelihood of this risk is assessed to have not changed since last year.

Digital Strategy and Roadmap (Risk trend: No change)


Failure to exploit 'digitalisation' opportunities impacting the Group's ability to meet evolving customer expectations.


Why we think this is important


To meet the needs of our customers, the ambitions of our business and the expectations of an increasingly digital world, Weir must prioritise and accelerate its digital evolution.  Failure to do so will negatively impact Weir's market position along with our ability to attract the people, skills and investment needed to become a premium mining technology business. If we fail to implement a holistic, digitalised ecosystem and culture quickly and effectively competitors, who successfully embed digitalisation, will benefit and increase their market share.


How are we mitigating the risk


Building on work which has taken place in preceding years a task force of senior leaders from across the Group has been put in place to shape our digital vision and roadmap. This 3 month programme is being complemented by additional work to increase 'digital fitness' across the business and assess our approach to digital talent recruitment.


Digital and IT leadership are also now embedded in the Group and Divisional strategic planning processes to ensure digitalisation is given due consideration.

Changes during 2021


T Digital risk has been fully reviewed and the associated key risk indicators have been updated. Acquisition of Motion Metrics and appointment of Chief Data Officer align to digital strategy ambitions and help to further mitigate the associated risk.


The impact and likelihood of this risk is assessed to have not changed since last year.


Information Security and Cyber (Risk trend: No change)


Failure to adequately protect Weir Group from cyber enabled fraud and other information security risks which can lead to operational disruption, reputational damage, regulatory fines and/or financial impacts.

Why we think this is important


Weir's global operations are heavily reliant on its IT systems and infrastructure. As the scale, regularity and disruption of cyber-attacks continues to increase we must recognise this risk and take steps to ensure the business is protected against them.


In the last eighteen months, the IT Transformation programme has delivered a number of improvements to reduce the impact of cyber-attacks on our business.


Our Cyber Security Strategy sets out a three-year programme of activities to further improve our cyber defences and controls. 


One of the key objectives of the cyber security strategy is to increase our resilience and reduce the impact of a cyber-attack in addition to the implementation of preventative measures.


How are we mitigating the risk


We have an IT governance framework which oversees our technology operations. The IS&T Control Board provides assurance and oversight of our security posture across the business and approves policy and control assessments in relation to cyber risk and IT Security.


Security incidents are managed by the cyber security operations team, and any significant cyber security incidents are reported to the Group Executive.  Internal and external audit activities are also regularly undertaken to provide additional governance around our control environment as well as highlighting opportunities to make further improvements. 


An annual cyber security education and awareness plan is in place to ensure colleagues are equipped with the knowledge and awareness they need to use technology safely and securely.


The implementation of our IT Transformation and the Cyber Security Strategy roadmap are delivering improvements across multiple areas of the business which in turn will help to reduce the impact of any future cyber incidents.


Changes during 2021


We have invested in operational capabilities and skills to support the monitoring and resolution of cyber security incidents.  These improvements include the appointment of a new Cyber Security Ops director to lead the transformation of our operational cyber security capabilities.  We have also partnered with a highly skilled threat hunting team who will look for issues which cybercriminals may be able to exploit. A number of additional control enhancements were also implemented following the cyber security incident in September 2021.


Our Cyber risk underwent a thorough review following the ransomware incident. The principal conclusion was  that our developed risk treatment remained the same and was further underpinned by security control enhancements. The completion of these initiatives, and the continued execution of our approved Cyber strategy, will significantly reduce the impact of any future cyber incident and as such the risk is assessed as remaining unchanged from the prior year.

Attempted Ransomware Incident


The attempted ransomware incident in September 2021 was a sophisticated, determined and prolonged assault on our business. Our swift and robust response to the incident protected our infrastructure and data, meaning we were able to continue meeting the  needs of our customers throughout.


All Weir systems have now been restored and a number of improvements introduced in direct response to lessons learned from the incident.


Political and Social (Risk trend: No change)


Adverse political action, or political and social instability, in territories in which we operate may result in strategic, financial or personnel loss to the Group.


Why we think this is important


Given the global nature of the Groups operations we are exposed to an ever changing political and social landscape which requires constant monitoring. Adverse events may occur in the territories in which we operate that may require us to act swiftly to continue to protect our people and property and adjust to regulatory changes which have the potential to impact our competitiveness or have a negative impact on our return on capital employed.

How are we mitigating the risk


Positive proactive engagement with a range of Governments / elected representatives and trade and industry bodies allows the Group to contribute to policy decisions and address specific concerns.


Our strategic planning process allows for a regular review of market attractiveness whilst also assisting in the forecasting of potential political and social instability in the regions in which we operate. A combination of risk horizon scanning, and third-party intelligence sourced from risk consultants allows the Group to maintain flexibility and develop appropriate contingency and exit strategy plans.

Changes during 2021


The geopolitical risk landscape remained unsettled throughout 2021 and consequently involved the Group increasing its monitoring efforts in several jurisdictions.


From political polarisation, to failing states, to power repositioning and rising fears of both traditional and cyber terrorism, the potential risks to the Group's international operations, people and reputation were seldom higher, with the ongoing situation involving Russia and the Ukraine simply reinforcing the volatility of the global landscape. As a consequence this risk was elevated during the year.

Ethics and Governance (Risk trend: No change)


Interactions with our people, customers, suppliers and other stakeholders are not conducted with the highest standards of integrity and in accordance with Group Policies & Procedures which devalues our reputation.


Why we think this is important


We are unwilling to accept dishonest or corrupt behaviour from our people, or external parties acting on our behalf, whilst conducting our business. If we fail to act with integrity, we are at risk of:


• Reputational damage leading to a loss of business opportunity;


• Increased scrutiny from regulators;


• Legal action from regulators including fines, penalties and imprisonment;


• Exclusion from markets important for our future growth;


• Failure to meet required social standards to maintain licence to operate in our communities.


We expect all areas of the business to do the right thing and conduct business in compliance with applicable laws, Weir Group policies and procedures, and the highest ethical standards.

How are we mitigating the risk


The Code of Conduct, supplemented with Group policies on related topics, provides a clear framework for how we expect our business will be conducted.


Regular training and re-enforcement of principles is provided using a range of mechanisms including Town Hall style sessions and online and induction training.


The financial control framework is continually monitored for effectiveness.


Internal Audit's remit includes regular review of the anti-bribery and corruption and financial controls across the Group.


The Group compliance function designs and administers our global compliance programme and assists Internal Audit in monitoring adherence to enhance global focus on compliance.


An Ethics Hotline is available to all members of staff and the public. Reports are investigated on a timely basis and summary reports provided to the Group Executive and Board.


Changes during 2021


There were a number of areas of focus for the Group's compliance function in 2021 and these included the refreshing and updating our human rights policy and the launch of an improved gifts and hospitality register.


The impact and likelihood of this risk is assessed to have not changed since last year.


Appendix B: Statement of Directors' Responsibilities

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.


Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group financial statements in accordance with UK-adopted international accounting standards and the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising FRS 101 'Reduced Disclosure Framework', and applicable law).


Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to:


·     Select suitable accounting policies and then apply them consistently;

·     State whether applicable UK-adopted international accounting standards have been followed for the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company financial statements, subject to any material departures disclosed and explained in the financial statements;

·     Make judgements and estimates that are reasonable and prudent;

·     Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business.


The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.


The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements comply with the Companies Act 2006.


The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Group's performance, business model and strategy.


Each of the Directors, as at the date of this report, confirms to the best of their knowledge that:


·     the Group financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;

·     The Company financial statements, which have been prepared in accordance with United Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets, liabilities, financial position and profit of the Company; and

·     The Strategic Report and the Directors' Report include a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces.


In the case of each Director in office at the date the Directors' Report is approved:


·     So far as the Director is aware, there is no relevant audit information of which the Group's and Company's auditors are unaware; and

·     They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Group's and Company's auditors are aware of that information.



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