REG - Hill & Smith PLC - Notice of AGM
11/04/2025 07:00
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RNS Number : 5930E Hill & Smith PLC 11 April 2025
Hill & Smith PLC (the 'Company')
2024 Annual Report and Notice of 2025 Annual General Meeting ('AGM')
Further to the Company's announcement of its final results on 12 March 2025,
in accordance with the UK Listing Rules, copies of the following documents
('Shareholder Documents') have been submitted to the National Storage
Mechanism and will shortly be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
· The Hill & Smith PLC 2024 Annual Report & Accounts
· The Notice of the Company's 2025 Annual General Meeting ('AGM
Notice'); and
· The Form of Proxy
Hard copy versions of the above documents have been posted to those
shareholders who have elected to receive them in paper form.
The Annual Report and AGM Notice will also shortly be available via the
Company's website at: https://hsgroup.com/investors/reports-and-presentations/
(https://hsgroup.com/investors/reports-and-presentations/) and from the
Company's registered office at Hill & Smith PLC, Westhaven House, Arleston
Way, Shirley, Solihull B90 4LH.
Compliance with Disclosure and Transparency Rule 6.3.5 ('DTR 6.3.5') -
Extracts from the 2024 Annual Report
The information below, headed as Appendix A, B and C, and which is extracted
in unedited form from the 2024 Annual Report, is included solely for the
purpose of complying with DTR 6.3.5 and the requirements it imposes on how to
make public Annual Financial Reports. It should be read in conjunction with
the Company's Preliminary Announcement issued on 12 March 2025 (available at
www.hsgroup.com). Together these constitute the material required by DTR 6.3.5
to be communicated to the media in unedited full text through a Regulatory
Information Service. This material is not a substitute for reading the full
2024 Annual Report. All page numbers and cross-references in the extracted
information below refer to page numbers in the 2024 Annual Report.
Appendix A - Principal Risks and Uncertainties
Risk: Reduction in US infrastructure spending
Trend Description and potential impact Mitigation
No change Our growth is supported by multi-year planned · Cross-party support for core infrastructure investment plans.
government spending to upgrade US infrastructure, · Our portfolio covers diverse products, markets and territories.
technology change and private investment from US · Market and product development initiatives.
manufacturers and producers to onshore vital · Strategic planning process overseen by the Executive Committee
and Board to anticipate and mitigate potential downside risks.
components. Changes to these plans could have
a detrimental impact on Group revenues.
We remain confident that infrastructure investment will continue to form part
of national spending plans under the new US federal government administration.
Risk: Changes in global economic outlook and geopolitical environment
Trend Description and potential impact Mitigation
Increase Material adverse changes in the political and economic environments in the · The Group has a diverse portfolio of operating companies with
end-user markets in which we operate have the potential to put at risk our exposure to a range of infrastructure and built environment end markets.
ability to execute our strategy.
· Strong balance sheet with low leverage and mix of fixed and floating
2024 has seen continued geopolitical tensions, including the potential rate debt.
introduction of tariffs under the new US federal government administration. We
continue to monitor the risk, however we currently expect this to have · Current and future financial performance is continuously monitored,
facilitating rapid response to changes in market conditions.
limited impact on our supply chains and end markets.
· In line with our entrepreneurial model, our decisions are made close
to our markets and our businesses are agile and responsive to changes in their
external competitive landscape.
Risk: Increase in competitive pressure
Trend Description and potential impact Mitigation
No change Increased volatility, uncertainty and slowdown in our markets could result in · The Group holds leading positions in niche infrastructure markets
increased competition, leading to a loss of customers and/or pricing pressure with high barriers to entry.
and consequently a loss of sales and reduced profits.
· In line with our entrepreneurial model, our decisions are made
close to our markets and our businesses are agile and responsive to changes in
their competitive landscape.
· Our operating companies strive to provide superior products and
high service levels to customers, while aiming to ensure there is no
dependency on any one customer.
Risk: Product failure
Trend Description and potential impact Mitigation
No change The Group operates in infrastructure markets where it is critical that its · Products tested, approved and accredited by regulatory bodies.
products meet customer and legislative requirements and where the consequences
of product failure are potentially significant. · Quality control protocols fully implemented and continuously
monitored.
Product failure arising from component defects or warranty issues may require
remediation including the replacement of defective components or complete · Contractual controls in place to minimise economic impacts.
products, resulting in direct financial costs to the Group and/or wider
reputational risk. · Product liability insurance cover maintained globally.
· Litigation supported/managed by external legal specialists.
Risk: Climate Change
Trend Description and potential impact Mitigation
No change Failure to adapt to and manage the threats and opportunities from climate · Sustainability Committee to oversee and govern our carbon
change could have significant reputational, financial and operational impacts reduction plans and initiatives.
on the Group. Chronic changes in climate and extreme weather events may
disrupt our operations and supply chains. Transitioning to a low-carbon · TCFD analysis to understand the risks and opportunities arising
economy may present technological challenges and the high energy demand of from climate change, including climate scenario modelling to evaluate the
some of our operations could incur carbon taxes. threat from extreme weather.
· Costed plan established to set out how we will achieve net zero
(for scopes 1 and 2) by 2040, reducing our exposure to transition risks.
· Insurance cover, continuity planning and extreme weather
protocols in place to mitigate our exposure from physical risks.
See Our Approach to Sustainability, (including our TCFD report) for further
details, (pages 46 to 65).
Risk: Supply chain failure
Trend Description and potential impact Mitigation
No change The Group's businesses depend on the availability and timely delivery of raw · Group procurement standards, including robust due diligence of
materials and components. Supply chain failures due to availability, cost supply chain partners and the requirement for dual sourcing where available.
inflation, quality and/or insolvency may have an adverse impact on the Group's
production capacity and lead to an inability to meet · Regular interaction and assessment of performance/ financial
status of key suppliers.
customer requirements.
· Group oversight of material procurement contracts ensuring robust
contractual protections.
Climate change transition costs could also inflate the price of the goods we · Contingency plans in place throughout the supply chain, such as
purchase. purchasing additional stock of key raw materials, and securing additional
supply chain capacity.
Risk: IT systems failure
Trend Description and potential impact Mitigation
Increase The Group relies on the information technology systems used in the daily · The Board maintains a watching brief on IT and cyber risk and has
operations of its operating companies. A failure of those systems or cyber overseen significant investment across the Group to enhance IT security
attack could have a significant operational impact on the Group, impacting controls.
customer service, revenue and margins.
· Wholesale network security improvements completed during 2024.
During the year the global cyber threat has continued to evolve, with the
proliferation of advanced cyber intrusion tools lowering the barrier for entry · IT controls manual mandating a robust set of information security
to criminals and states alike. The UK's National Cyber Security Centre (NCSC) controls covering basic cyber hygiene, system back-up procedures, hardware/
has warned that ransomware remains one of the most pervasive cyber threats to software protection, table top exercises and security training.
UK organisations.
· Ongoing program of IT controls compliance reviews completed by
Given this, while there has been continued enhancement of the Group's IT Internal Audit.
security controls during 2024, the Board considers the risk to be heightened.
Risk: Portfolio management
Trend Description and potential impact Mitigation
No change The Group's growth strategies include the acquisition of businesses to · All potential acquisitions are tightly evaluated to ensure they fit
complement or supplement its existing activities. Failure to execute an within our purpose and core strategic goals.
effective acquisition due diligence and integration programme could have a
significant impact on the Group's ability to generate sustainable profitable · Due diligence protocols deployed in relation to assessment of target
growth for shareholders. businesses, including financial, commercial, environmental and legal.
· Contractual protections and assurances sought from sellers to
mitigate subsequent identification of risks.
· Board approval required for Group acquisitions, in line with its
Schedule of Matters Reserved.
· Post-acquisition integration plans established for all acquisitions,
with regular performance monitoring and reporting to the Board.
Risk: Failure to take advantage of product development and innovation
Trend Description and potential impact Mitigation
No change The Group operates in core infrastructure markets where continuous innovation · Entrepreneurial culture and autonomous structure to encourage
is integral to the Group's product offering and where a failure to innovate innovation and enable agile response to a changing competitive landscape.
could result in product obsolescence, the entry of new competitors and/or loss
of market share. The development of new products and technologies carries risk · Our acquisitions strategy brings innovative products and technology
including the failure to develop a commercially viable offering within an to our portfolio.
acceptable timeframe.
· Board monitoring of emerging risks alongside external specialist
support, where both the risks identified and the potential opportunities
arising are considered.
· Active Intellectual Property management within individual operating
companies overseen by Group.
Risk: Failure to attract, retain and develop an appropriately diverse, skilled
and experienced workforce
Trend Description and potential impact Mitigation
No change Talented employees are fundamental to the success of the Group. We aim to · New training and development programme for high potential talent
employ the best people for the job, and we know we can only do this by launched in 2024.
considering talented people from the whole community.
· Board level review of succession planning for senior leaders.
Failure to attract, develop and retain high-quality individuals may impact our
ability to deliver against our strategic goals. · Bespoke coaching and mentoring for identified MD successors to support
development.
· Training and development programme in place for supervisors and line
managers.
· Continued use of internships, apprenticeships and other vocational
courses for specialist and technical roles.
· Appropriate remuneration and benefits, together with bonus
opportunities and incentive plans offered to employees.
· Annual engagement survey results inform local operating action plans to
improve engagement.
· Women's network to attract, retain and develop female employees.
Risk: Prevention of harm or injury to people
Trend Description and potential impact Mitigation
No change The Group is committed to ensuring the health, · Culture of zero tolerance promoted by the Board with clear targets
and improvement metrics.
safety and wellbeing of all employees and third parties. The Group operates
multiple manufacturing facilities, where a failure in the Group's health and · Regional health and safety organisational structure to allow Group
safety procedures could lead to injury or to the death of employees or third health and safety resource to be closer to the individual operating companies.
parties.
· Groupwide incident management system launched in July 2024.
Our LTIR has reduced by 23% to 0.33 in 2024. Given the performance we have
updated our target for 2025 to 0.275 from 0.75, reflecting that health and · Monitoring and review of LTI rates with all LTI incidents
safety is a key focus area for the Group. Our 2030 target has also been investigated and findings presented to the Executive Committee. Improvement
reduced to 0.1 from 0.25. recommendations are implemented and shared across the Group to minimise any
reoccurrence.
· Regular health and safety site audits.
· Health and safety forums to monitor performance and share best
practice.
· External health and safety accreditations and relationships
maintained with regulatory bodies.
Risk: Violation of applicable laws and regulations
Trend Description and potential impact Mitigation
No change The Group's operations must comply with a range of national and international · Group Code of Conduct sets out required approach for all staff.
laws and regulations including those related to modern slavery, anti-bribery
and corruption, human rights, employment, GDPR, trade/export compliance and · Mandatory training for employees including Modern Slavery,
competition/anti-trust. A failure to comply with applicable laws and Anti-Bribery and Corruption, and Competition Law compliance.
regulations could result in civil or criminal liabilities and/or individual or
corporate fines and could also result in debarment from government-related · Programme of audits undertaken on a cyclical basis to review
contracts, restrictions on ability to trade or rejection by financial operating companies' compliance with regulatory requirements.
counterparties as well as reputational damage.
· Software solutions implemented globally to ensure compliance with
trade and export legislation.
· Externally hosted whistleblowing hotline available to all employees
to allow them to raise concerns in confidence or anonymously, if preferred.
· Toolkits issued to all UK operating companies to aid compliance with
GDPR.
Appendix B - Responsibility Statement of the Directors pursuant to Disclosure
and Transparency Rule 4
The following statement is extracted from page 126 of the 2024 Annual Report
and is repeated here for the purposes of compliance with DTR 6.3.5. This
statement relates solely to the 2024 Annual Report and is not connected to the
extracted information set out in this announcement or the Preliminary
Announcement.
We confirm that, to the best of our knowledge:
• the financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole; and
• the Strategic Report includes a fair review of the development and
performance of the business and the position of the issuer and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face. We
consider the Annual Report and Accounts, 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.
Appendix C - Related Party Transactions
The key management personnel are considered to be the Board of Directors of
Hill & Smith PLC, whose remuneration can be seen in the Remuneration
Committee Report on pages 102 to 116 and the members of the Executive Board
who are not also Directors of the Group, and in the related party details on
page 207 (note 15) of the 2024 Annual Report.
Karen Atterbury
Company Secretary
Hill & Smith PLC
Tel: +44 (0) 121 704 7430
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