The process for identifying, evaluating and managing any significant risks forms
part of the group?s system of internal controls.
Internal controls
The Board is ultimately responsible for the group?s system of internal controls
and for reviewing its effectiveness. However, such a system is designed to manage
rather than eliminate risk of failure to meet business objectives and can provide
only reasonable and not absolute assurance against material misstatement or loss.
Consistent with the guidance provided for directors on internal control by the Financial
Reporting Council (?Internal Control: Guidance for Directors on the Combined Code?),
the Board confirms that there is an ongoing process for identifying, evaluating
and managing assessed significant risks faced by the group, that this has been in
place for the year under review and up to the date of approval of the annual report
and accounts, that this process has been reviewed by the Board during the year and
that the group accords with the guidance. The Board affirms the importance it attaches
to the continuous review and application of the guidance, the regular and systematic
assessment of the risks facing the group and the value of embedding risk management
and internal control systems within its business processes. The group has an internal
audit function which reviews the design and effectiveness of internal controls across
the group?s operations.
The processes which the Board and the audit committee have applied in reviewing
the effectiveness of the group?s system of internal controls are summarised below:
- an established process is in place whereby each business unit regularly assesses,
evaluates and reports risks of group significance. Each business unit is required
to document the management and mitigating actions in place and proposed;
- regular review of the status of risks and corresponding mitigating actions ensure
that risk management is embedded in day-to-day management processes and decision-making
as well as in the annual strategic planning cycle;
- the effectiveness of risk management and mitigating actions is reviewed regularly
by the executive directors and twice yearly by the audit committee;
- additionally, the executive directors consider those risks to the group?s strategic
objectives which are not addressed within the business units and develop appropriate
approaches to managing and mitigating these risks;
- annual financial plans for each business unit, significant capital investments or
contractual commitments and major acquisitions or divestments are all subject to
review and approval by the Board;
- a Group Accounting and Policies Manual sets out the minimum standards and procedures
to be applied in relation to those risk areas which are regarded as significant
in a group context;
- a process of self-assessment of compliance with the Manual and reporting thereon
has been established, providing for a documented trail of accountability from business
unit presidents and finance directors to the audit committee. The necessary actions
are taken by the audit committee to remedy any failings or weaknesses identified
by its review of the internal control system; and
- the executive directors report to the Board on changes in the business and external
environment which present significant risks. The group finance director provides
the Board with monthly financial information which includes key performance indicators.
Regular reports on significant legal issues and insurance matters are received from
the company secretary.
The key potential risks and uncertainties which could have a material impact on
the group?s long-term performance are described below.
Strategic risk
Spectris has a broad spread of markets, products and customers, as described previously
in this review, and this limits, to a large extent, any specific risk to the ability
to implement our strategy due to changes in the political and economic environments
in the countries in which we operate. This broad spread of markets also provides
a good averaging of individual sector investment cycles. Our products typically
involve low capital outlay but provide significant and rapid payback. These benefits
become even more attractive to customers as they seek to reduce their own costs
of production.
A key element of Spectris? strategy is to grow the business portfolio through acquisition
of stand-alone or bolt-on businesses which complement or extend the range of products
and applications Spectris can provide. Potential risks exist in successfully integrating
acquisitions. However, Spectris believes that its track record of carefully selecting
businesses which fulfil its acquisition criteria and rigorous financial assessment
of the potential acquisition?s ability to contribute to growth will continue to
ensure that any businesses acquired will be successfully integrated.
Operational risk
In order to sustain competitive advantage, the group invests significantly in research
and development. The development of all new technologies and products involves risk
including the product being more expensive, or taking longer, to develop than originally
planned; that the market for the product is smaller than originally envisaged; or
that the product fails to reach the production stage. However, we endeavour to reduce
this risk by ensuring that new product development is carried out in conjunction
with customers to ensure that the products meet expectations of the market. All
businesses are exposed to risk from competitive activity. However the diversity
of Spectris? products and markets, and the high barriers to entry, limits the overall
risk from any single competitor.
Although the majority of our business is to supply products only, there may be instances
where Spectris companies enter into complex long-term or multi-site contracts with
customers. Spectris has a strict approval process for such contracts in order to
manage any risks they may present. Potential risk from loss of a key customer is
limited as no single customer accounts for more than 1% of turnover, and credit
control procedures limit the risk from non-payment by customers. Group operating
companies also monitor customer satisfaction to ensure they are meeting customers'
product, delivery and service requirements. The company is also exposed to the risk
that some of the components it sources, particularly for custom-built items or older
components, are provided by a single supplier and are vulnerable to interruption
of supply. The group seeks to address this risk by finding alternative sources to
reduce dependency on single-source suppliers and building sufficient safety stock
of critical components.
Spectris? operations are characterised by short lead times and seasonal fluctuations
in sales, with some businesses exhibiting a greater trend towards sales in the second
half of the year. This limited forward visibility and the potential for delays in
the shipment of orders exposes the company to the potential risk that it may not
meet its sales forecast for the year.
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