UNBOUNCE - EXAMPLE PAGE-REPORT-ENTERPRISE DOCUMENT-KINGSPAN - Flipbook - Page 113
Conflicts of Interest
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.
Financial Instruments
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.
Political Donations
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 (2020: €nil).
Subsidiary Companies
The Group operates from 198
manufacturing sites, and has
operations in over 70 countries
worldwide.
The Company’s principal subsidiary
undertakings at 31 December 2021,
country of incorporation and nature
of business are listed on pages 182 to
187 of this Annual Report.
The Company does not have any
branches outside of Ireland.
Outlook
The Board fully endorses the outlook
(“Looking Ahead”) expressed in the
Chief Executive’s Review on page 41
of this Annual Report.
Significant Events Since Year End
In February 2022, the Group
reached agreement, subject to
customary approvals, to acquire
Ondura Group from Naxicap. Ondura
Group, headquartered in France, is
a leading global provider of roofing
membranes and associated roofing
solutions with 14 manufacturing sites
and a distribution network in 100
countries worldwide.
The Group has also reached
agreement in February 2022,
subject to customary approvals, to
acquire Troldtekt, a leading Danish
headquartered manufacturer of
low carbon acoustic insulation. In
addition, the Group also completed
the acquisition of THU Perfil, an
architectural and ceilings solutions
business in Spain.
There have been no other material
events subsequent to 31 December
2021 which would require adjustment
to, or disclosure in this report.
Going Concern
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.
Viability Statement
In accordance with Provision
31 of the 2018 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 2025.
The directors concluded that three
years was an appropriate period for
the assessment, having had regard to:
Kingspan Group plc Annual Report & Financial Statements 2021
g the Group’s rolling Strategic Plan
which extends to 2025;
g the Group’s long-term funding
commitments some of which fall
to be repaid during the period;
g the inherent short-cycle nature of
the construction market including
the Group’s order bank and project
pipeline; and
g the potential impact of macroeconomic events and political
uncertainty in some regions.
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 December 2021.
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
contained in this Annual Report, 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.
Report of the Directors
