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Investment in acquisitions in the year amounted to £217.6m,
of which £151.6m was a cash outflow. |
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Basis of accounting The financial statements are presented in accordance with applicable law and International Financial Reporting Standards, as adopted by the European Union (“adopted IFRSs”). The group’s significant accounting policies are detailed in note 3 on pages 52 to 59 of the accounts and those that are most critical and/or require the greatest level of judgement are discussed in note 4 on pages 59 and 60.
Operating results The overall results are commented upon by the chairman in his statement and operational trading is discussed in the operating review on pages 6 to 15 of the accounts. Profit from operations before amortisation of acquisition-related intangible assets (PBITA) amounted to £312.1m, an increase of 13.7% on the £274.4m in 2006 and an increase of 16.8% at constant exchange rates.
Associates Included within PBITA is £3.0m (2006: £2.8m) in respect of the group’s share of profit from associates, principally from the business of Space Gateway in the US which provides safety services to NASA. Cash flow from associates was £1.0m, compared to £2.7m in 2006.
Acquisitions and acquisition-related intangible assets Investment in acquisitions in the year amounted to £217.6m, of which £151.6m was a cash outflow, £1.0m is deferred consideration and £65.0m the recognition of put options over their interests held by minorities. This investment generated goodwill of £179.2m and other acquisition-related intangible assets (customer-related) of £37.2m. Larger acquisitions included the purchase of controlling interests in Fidelity Cash Management in South Africa and the business of al Majal Facilities Management in Saudi Arabia, the purchase of RIG, a police recruitment business in the UK, and the recognition of put options that increased to 100% the group’s interest in the multi-service businesses in the Baltic states. The contribution made by acquisitions to the results of the group during the year is shown in note 17 on page 70 of the accounts.
The charge for the year for the amortisation of acquisition-related intangible assets other than goodwill amounted to £41.6m. Goodwill is not amortised. Acquisition-related intangible assets included in the balance sheet at 31 December 2007 amounted to £1,332.4m goodwill and £219.9m other.
On 18 December 2007 the group announced the acquisition of Global Solutions, a provider of a range of support services to governments, public authorities and the private sector, for a total consideration of £355m. This acquisition is subject to approval from the European Commission and is expected to complete following receipt of such approval during 2008.
On 20 March 2008 the group announced a cash offer of approximately £43.6m for the shares of ArmorGroup International plc, a leading provider of defensive, protective security services.
Financing items Finance income was £92.6m and finance costs £146.3m, giving a net finance cost of £53.7m. Net interest payable on net debt was £57.4m. This is an increase of 36% over the 2006 cost of £42.1m due principally to the rising costs of borrowing and the increase in the group’s average gross debt.
The group’s average cost of gross borrowings in 2007 was 5.7% compared to 4.6% in 2006. The cost based on prevailing interest rates at 31 December 2007 was 5.7% compared to 5.2% at 31 December 2006.
Also included within financing are other net interest costs of £1.3m (2006: net income of £2.2m), including the unwinding of the discount on put options over minority interests, and a net income of £5.0m (2006: £1.0m) in respect of movements in the group’s net retirement benefit obligations.
Taxation The taxation charge of £71.1m provided upon profit from operations before amortisation of acquisition-related intangible assets less net interest represents a tax rate of 27.5%, compared to 28.6% in 2006. The group believes that an effective tax rate of around this level is sustainable going forward. The amortisation of acquisition-related intangible assets gives rise to the release of the related proportion of the deferred tax liability established when the assets were acquired, amounting to £14.9m, including the adjustment of the deferred tax liability for the forthcoming reduction in the UK corporation tax rate from 30% to 28%. In addition, a tax credit of £0.3m has been included within the results from discontinued operations. Potential tax assets in respect of losses amounting to £107.2m have not been recognised as their utilisation is uncertain.
Disposals and discontinued operations On 2 July 2007 the group disposed of its French cash services business and during the year disposed of a number of small businesses, mainly in Latin America. At 31 December 2007 the group was in substantive negotiations for the disposal of its security services businesses in France and Germany, principally comprising Group 4 Securicor SAS, G4S Sicherheitsdienste GmbH and G4S Sicherheitssysteme GmbH. It is anticipated that these disposals will be concluded during 2008. The assets and liabilities of these businesses have therefore been classified as held for sale and their results have been included within discontinued operations. The result from discontinued operations comprises a loss of £12.0m in respect of post-tax trading losses of discontinued businesses, a profit of £9.1m in respect of disposals made in the current year and a profit of £2.9m in respect of adjustments to prior year disposals.
Businesses disposed of in 2006 included G4S Geld-und Wertdienste GmbH, the cash services business in Germany, and the US transportation business, being the remaining business of Cognisa Security, Inc.
The loss from discontinued operations in 2006 comprises £19.0m in respect of trading losses of both the 2006 and the 2007 disposals and £19.2m in respect of disposal losses, offset by a £5.2m adjustment in respect of prior periods.
The net cash proceeds from business disposals received in 2007 were £7.9m, comprising payment of £12.4m in respect of the cash services business in Germany, and receipt of £20.3m in respect of the cash services business in France.
The contribution to the turnover and operating profit of the group from discontinued operations is shown in note 6 on pages 61 to 64 of the accounts and their contribution to net profit and cash flows is detailed in note 7 on pages 64 and 65.
Profit for the year Profit for the year was £160.6m, compared to £109.9m in 2006. The principal reasons for the increase in profit were the £37.7m increase in PBITA less the £14.8m increase in net interest cost, plus the £33.0m decrease in loss from discontinued operations.
Minority interests Profit attributable to minority interests was £13.4m in 2007, the same as in 2006, reflecting minority partner shares in the group’s organic and acquisitive growth, less a reduction in minority share consequent upon the recognition as liabilities of the group of certain put options held by minorities.
Earnings per share Basic earnings per share from continuing and discontinued operations was 11.5p compared to 7.6p for 2006. These earnings are unchanged when calculated on a fully diluted basis, which allows for the potential impact of outstanding share options.
Adjusted earnings, as analysed in note 16 on pages 68 and 69, excludes amortisation of acquisition-related intangible assets and retirement benefit obligations financing items, both net of tax, and better allows the assessment of operational performance, the analysis of trends over time, the comparison of different businesses and the projection of future performance. Adjusted earnings per share was 13.4p, an increase of 10.7% over 12.1p for 2006.
Dividends The directors recommend a final dividend of 2.85p (DKK 0.2786) per share. This represents an increase of 13.1% upon the final dividend for the year to 31 December 2006 of 2.52p (DKK 0.2766) per share. The interim dividend was 2.11p (DKK 0.2319) per share and the total dividend, if approved, will be 4.96p (DKK 0.5105) per share, representing an increase of 17.8% over the 4.21p (DKK 0.4629) per share total dividend for 2006.
The proposed dividend cover is 2.7 times (2006: 2.9 times) on adjusted earnings. This is in accordance with the group’s reaffirmed intention to increase dividends so as to reduce dividend cover to around 2.5 times by 2008.
Cash flow The primary cash generation focus of group management is on the percentage of operating profit converted into cash. For 2007, the group’s target conversion rate was raised from 80% to 85%. Operating cash flow, as defined for management purposes, was as follows: |
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NET INTEREST PAYABLE
on net debt was £57.4m. This is an increase of 36% over 2006. |
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THE TAXATION CHARGE
of £71.1m provided upon PBITA less interest represents a tax rate of 27.5% compared to 28.6% in 2006. |
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BASIC EARNINGS PER SHARE was 11.5p compared to 7.6p for 2006. |
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OVERALL OPERATING CASH GENERATION for the year was good. Operating cash flow as a percentage of group PBITA was 89%. |
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THE GROUP'S NET DEBT at 31 December 2007 of £804.9m represented a gearing of 72%. |
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THE GROUP OPERATES a global cash management system. |
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THE GROUPS RETIREMENT BENEFIT OBLIGATIONS FUNDING SHORTFALL was £136m before tax or £98m after tax. |
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THE GROUP HAS A ROBUST RISK ASSESSMENT AND CONTROL PROCESS IN PLACE to identify and mitigate the controllable risks faced by the organisation. |
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THE GROUP IS COMMITTED to a policy of proactive engagement with customers, industry associations, government regulators and employee representatives. |
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2007
£m |
2006
£m |
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| PBITA |
312.1 |
274.4 |
| Less share of profit from associates |
(3.0) |
(2.8) |
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| PBITA before share of profit from associates (Group PBITA) |
309.1 |
271.6 |
| Depreciation and amortisation of intangible assets other than acquisition-related |
99.6 |
92.7 |
| Profit on disposal of property, plant and equipment |
(14.4) |
(1.6) |
| Increase in working capital and provisions before exceptional items |
(8.9) |
(45.8) |
| Net cash flow from capital expenditure |
(109.0) |
(82.5) |
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| Operating cash flow |
276.4 |
234.4 |
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| Operating cash flow as a percentage of group PBITA |
89% |
86% |
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Working capital increased in both 2007 and 2006 due principally to the growth in turnover, but this increase was restricted in 2007 as a result of the commencement of a programme of billing process improvements that is being rolled out across the group. Capital expenditure relative to the depreciation charge can vary from year to year due to the timing of asset replacements. It was 109% of depreciation in 2007, compared to 91% in 2006. Overall operating cash generation for the year was good, as a result of the maintenance of financial discipline across the organisation.
The management operating cash flow calculation is reconciled to the net cash from operating activities as disclosed in accordance with IAS7 Cash Flow Statements as follows: |
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2007
£m |
2006
£m |
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| Cash flow from operating activities (IAS7 definition) |
291.3 |
197.1 |
| Net cash flow from capital expenditure |
(109.0) |
(82.5) |
| Add-back cash flow from exceptional items and discontinued operations |
1.8 |
25.3 |
| Add-back additional retirement benefit contributions |
26.1 |
24.2 |
| Add-back tax paid |
66.2 |
70.3 |
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| Operating cash flow (G4S definition) |
276.4 |
234.4 |
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The group’s free cash flow, as defined by management, is analysed as follows: |
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2007
£m |
2006
£m |
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| Operating cash flow |
276.4 |
234.4 |
| Net interest paid |
(55.0) |
(47.8) |
| Tax paid |
(66.2) |
(70.3) |
| New finance leases |
(10.3) |
(19.6) |
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| Free cash flow |
144.9 |
96.7 |
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Free cash flow is reconciled to the total movement in net debt as follows: |
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2007
£m |
2006
£m |
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| Free cash flow |
144.9 |
96.7 |
| Cash flow from exceptional items and discontinued operations |
(1.8) |
(25.3) |
| Additional retirement benefit contributions |
(26.1) |
(24.2) |
| Net cash outflow on acquisitions |
(162.9) |
(95.7) |
| Net cash inflow from disposals |
7.9 |
9.9 |
| Net cash flow from associates |
1.0 |
2.7 |
| Dividends paid to minority interests |
(3.8) |
(3.0) |
| Loan to minority interests |
(13.3) |
- |
| Share issues less share purchase |
(2.2) |
6.0 |
| Dividends paid to equity holders of the parent |
(59.3) |
(49.8) |
| Net cash flow from hedging financial instruments |
(4.3) |
11.8 |
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| Movement in net debt in the year |
(119.9) |
(70.9) |
| Foreign exchange translation adjustments to net debt |
(12.2) |
55.4 |
| Net debt at 1 January |
(672.8) |
(657.3) |
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| Net debt at 31 December |
(804.9) |
(672.8) |
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Net debt represents the group’s total borrowings less cash, cash equivalents and liquid investments. The components of net debt are detailed in note 39 on page 93.
Financing and treasury activities The group’s treasury function is responsible for ensuring the availability of cost-effective finance and for managing the group’s financial risk arising from currency and interest rate volatility and counterparty credit. Treasury is not a profit centre and is not permitted to speculate in financial instruments. The treasury department’s policies are set by the board. Treasury is subject to the controls appropriate to the risks it manages. These risks are discussed in note 33 on pages 82 to 84 of the accounts.
Financing The group’s primary source of finance is a £1,000m multicurrency revolving credit facility provided by a consortium of lending banks at a margin of 0.225% over Libor. During 2007, the lending banks exercised their options to extend the term of this facility to 28 June 2012. An additional £87m facility with another bank on the same terms was added on 1 February 2007.
On 1 March 2007, to further diversify its sources of funding and lengthen the maturity of its debt, the group completed a $550m private placement of unsecured senior loan notes, with maturity and interest as follows: |
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Value
$m |
Interest
rate
% |
Maturity
date |
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| Series "A" |
100 |
5.77 |
March 2014 |
| Series "B" |
200 |
5.86 |
March 2017 |
| Series "C" |
145 |
5.96 |
March 2019 |
| Series "D" |
105 |
6.06 |
March 2022 |
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The proceeds of the issue were used to reduce drawings against the revolving credit facility. At the time of receipt the group had, in accordance with treasury policy, converted 55% of its US dollar interest exposure from floating rates into fixed rates through interest rate swaps. Therefore, the fixed interest rates payable on the notes were swapped into floating rates for the term of the notes, at an average margin of 0.60% over Libor, so that the proportion of group debt held under fixed interest rates remained at 55%.
On 7 March 2008 the group signed committed bank facilities amounting to £350m. These facilities expire on 31 December 2008, although the group can exercise an option to extend the facilities to 30 June 2009. The margin is 0.35% over Libor. The purpose of these facilities is to provide the group with headroom whilst assessing options in the capital markets. The group does not expect to draw down on these facilities.
The group has other short-term committed facilities of £30m and uncommitted facilities of £411m.
The group’s net debt at 31 December 2007 of £804.9m represented a gearing of 72%. The group has sufficient capacity to finance current investment plans.
Interest rates The group’s investments and borrowings at 31 December 2007 were, after taking into account the swap in respect of the loan notes issued in March, at variable rates of interest linked to Libor and Euribor, with the group’s exposure being predominantly to interest rate risk in US dollar and euro. The group’s interest risk policy requires treasury to fix a proportion of net debt on a sliding scale, with a maximum of 80% short term debt held at fixed rates, reducing to a maximum of 20% of medium term debt held at fixed rates, utilising interest rate swaps. The maturity of these interest rate swaps at 31 December 2007 was limited to five years. The market value of the loan note related pay-variable receive-fixed swaps outstanding at 31 December 2007, accounted for as fair value hedges, was a gain of £14.3m. The market value of the pay-fixed receive-variable swaps outstanding at 31 December 2007, accounted for as cash flow hedges, was a loss of £5.1m.
Foreign currency The group has many overseas subsidiaries and associates whose results and net assets are denominated in various different currencies. Treasury policy is to manage significant translation risks in respect of net operating assets and income denominated in foreign currencies by using borrowings denominated in foreign currency supplemented by forward foreign exchange contracts.
The most significant currency movements during both 2007 and 2006 were the in the US dollar. The average rate for the dollar during 2007 was $2.00=£1 compared to $1.85=£1 for 2006. However, the rate at 31 December 2007 of $1.99=£1 was closer to the rate of $1.96=£1 at 31 December 2006. This variance has impacted the group’s dollar-denominated assets and assets denominated in New Market currencies that follow the dollar. In contrast, the average rate for the euro during 2007 of €1.46=£1 was very close to the average for 2006 of €1.47=£1. But the rate for December 2007 of €1.36=£1 was significantly below the rate of €1.48=£1 at 31 December 2006. This variance has impacted the group’s euro-denominated assets and assets denominated in European currencies that follow the euro. Exchange differences on the translation of foreign operations included in the statement of recognised income and expense amount to gain of £18.4m (2006: loss of £31.0m). These differences include a £12.2m loss (2006: £55.4m gain) on the retranslation of net debt, a £4.3m cash outflow (2006: £11.8m inflow) from forward exchange contracts and a £19.0m loss (2006: £11.6m gain) on the market valuation of outstanding forward contracts.
The market value of forward contracts outstanding at 31 December 2007 was a loss of £13.6m.
Cash management To assist the efficient management of the group’s interest costs and its short term deposits, overdrafts and revolving credit facility drawings, the group operates a global cash management system. At 31 December 2007, 83 group companies participated in the pool, with the number continuing to grow. Debit balances of £82.9m and credit balances of £84.5m were held within the cash pool. IFRS does not permit the netting off of these balances, which are therefore disclosed gross within current assets and current liabilities.
Retirement benefit obligations The group’s primary defined benefit retirement benefit schemes are those operated in the UK, but it also operates such schemes in a number of countries, particularly in Europe and North America. The latest full actuarial assessments of the UK schemes were carried out at 31 March 2007 in respect of the Group 4 scheme (approximately 8,000 members in total) and at 5 April 2006 in respect of the Securicor scheme (approximately 20,000 members in total). These assessments and those of the group’s other schemes have been updated to 31 December 2007, including the review of longevity assumptions. The group’s funding shortfall on the valuation basis specified in IAS19 Employee Benefits was £136m before tax or £98m after tax (2006: £226m and £158m respectively).
The valuation of gross liabilities was broadly unchanged from 2006, with the charge of the year’s finance cost being offset by an increase in the appropriate AA corporate bond rate from 5.2% to 5.8%. The value of the assets held in the funds increased by £77m during 2007, assisted by additional company contributions of £26m.
The group believes that the short-term volatility in reported retirement benefit obligations, in response to movements in asset prices and financial circumstances, is of limited relevance in the context of liabilities which are exceptionally long-term in nature and furthermore that, over the long term, investment returns on the retirement benefit scheme assets will be sufficient to fund retirement benefit obligations. However, in recognition of the regulatory obligation upon pension fund trustees to address reported deficits if they arise, the group anticipates that additional cash contributions will continue to be made at a similar level to that in 2007. This level of contributions will be reviewed annually and formally reassessed at the next actuarial valuation dates, which are 5 April 2009 in respect of the Securicor scheme and 31 March 2010 in respect of the Group 4 scheme.
Corporate governance The group’s policies regarding risk management and corporate governance are set out in the Corporate Governance Statement on pages 34 to 36 of the accounts.
Going concern The directors are confident that, after making enquiries and on the basis of current financial projections and available facilities, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the financial statements.
Risks All businesses are subject to risk and many individual risks are macro-economic or social and common across many businesses. Many risks are to a greater or lesser extent controllable, but some are not controllable. Through its internal risk management process, the group identifies business-specific risks. It classifies the key risks as those which could materially damage the group’s strategy, reputation, business, profitability or assets and these risks are listed below. This list is in no particular order and is not an exhaustive list of all potential risks. Some risks may be unknown and it may transpire that others currently considered immaterial become material. |
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1. Price competition
The security industry comprises a number of very competitive markets. In particular, manned security markets can be fragmented with relatively low economic barriers to entry and the group competes with a wide variety of operators of varying sizes. Actions taken by the group’s competitors may place pressure upon its pricing, margins and profitability.
2. Major changes in market dynamics
Such changes in dynamics could include new technologies, government legislation or customer consolidation and could, particularly if rapid or unpredictable, impact the group’s revenues and profitability.
3. In-sourcing by customers
Outsourcing activities carried out by the group include cash processing and cash management functions on behalf of financial institutions, manned security on behalf of a range of different customers and justice services on behalf of government institutions. If the trend towards such outsourcing were for any reason to be reversed, the group’s revenue and profitability may be adversely affected.
4. Inappropriate investment decisions
Were the group to make acquisitions or capital expenditures that were inappropriate to its strategy or over-priced, or to take on onerous contractual obligations, the group’s profitability and returns on capital may be adversely affected.
5. Cash losses
The group is responsible for the cash held on behalf of its customers. Increases in the value of cash lost through criminal attack may increase the costs of the group’s insurance. Were there to be failures in the control and reconciliation processes in respect to customer cash these could also adversely affect the group’s profitability.
6. IT systems
The group makes widespread use of IT systems both for operational management, including tasks such as scheduling and route-planning, and for financial management, including calculating employee wages and billing customers. Failure in these systems, including the failure of business continuity procedures in the event of physical damage to or inaccessibility of day-to-day operating systems, could result in reputational damage and the loss of revenue and profitability.
7. Deterioration in labour relations
The group’s most significant asset is its large and committed work force. Were the good relationships between the group and its employees to become strained, the group’s operational performance and reputation may be adversely affected.
8. Defined benefit pension schemes
A prolonged period of poor asset returns and/or unexpected increases in longevity could require increases in the current levels of additional cash contributions to defined benefit pension schemes, which may constrain the group’s ability to take advantage of growth opportunities.
9. Terrorist attacks
The group operates in an industry which is sometimes involved in seeking to protect its customers against acts of terrorism. Were terrorist incidents in the future to involve premises or events for which the group is contracted to provide security, they could result in brand and reputational damage and so affect earnings and profitability.
10. Regulatory requirements
Security can be a high-profile industry. There is a wide and ever-changing variety of regulations applicable to the group’s businesses across the world. Failure to comply with such regulations may adversely affect the group’s revenues and profitability.
The group has a robust risk assessment and control process in place to identify and mitigate the controllable risks faced by the organisation. Mitigation measures include:
1. The group’s diversity
The group operates around 150 businesses across over 110 countries and across a range of product areas. Most of the risks detailed above are market-specific and, therefore, any particular issue is likely to impact only part of the group’s operations.
2. Management structure
The group operates a management structure that is appropriate to the scale and breadth of its activities. Business performance and strategies are reviewed continuously by regional, divisional and group management. Potential issues requiring management attention are therefore identified and there is a wide range of expertise available throughout the organisation, which is utilised as necessary to address these issues.
3. Authorisation procedures
The group has clear authorisation limits and procedures which are cascaded throughout the organisation. For example, all acquisition proposals have to be submitted for approval to the group capex committee, assessed against the group’s return requirements, evaluated for risk and subject to appropriate due diligence.
4. Group standards
Each of the group’s businesses applies systems and procedures appropriate to its size and complexity. However, the group requires that these conform to group standards in respect of matters such as operational and financial controls, financial reporting, business continuity planning and project management techniques. Further standards, particularly in respect of IT systems, are applied on a divisional or regional basis.
5. Internal audit
The Internal Audit department operates under a wide remit, which includes ensuring adherence to group authorisation procedures and control standards.
6. Market engagement
Most of the risks to which the group is exposed are market risks. So as to better understand and influence the market, the group is committed to a policy of proactive engagement across its geographic range, with customers, industry associations, government regulators and employee representatives. |
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