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Company Consort Medical PLC
TIDM CSRT
Headline Annual Financial Report and AGM Notice
Released 14:00 31-Jul-2019
Number 4149H14

RNS Number : 4149H
Consort Medical PLC
31 July 2019
 

Consort Medical plc

31 July 2019

Posting Annual Financial Report and AGM Notice

Consort Medical plc announces that it has published its Annual Report and Accounts for the year ended 30 April 2019 and Notice of 2019 Annual General Meeting. The Annual General Meeting will be held at 12.00 p.m on Wednesday 11 September 2019 at The Marylebone Hotel, 47 Welbeck Street, Marylebone, London W1G 8DN.

Copies of the following documents will shortly be available to view on the Company's website at www.consortmedical.com  

·    Annual Report and Accounts for the year ended 30 April 2019; and

·    Notice of 2019 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 www.morningstar.co.uk/uk/NSM

 

Hard copies are being sent to those shareholders who have elected to continue to receive paper communications.

The Preliminary Results for the year ended 30 April 2019 were announced on 13 June 2019.

 

The information contained in Appendix 1 (Principal Risks and Uncertainties) and Appendix 2 (Statement of Directors' Responsibilities), which is extracted from the Annual Report and Accounts, is also included in the announcement for the sole purpose of complying with Rule 6.3.5 of the Disclosure, Guidance and Transparency Rules. Page numbers and cross-references in the extracted information refer to page numbers and cross-references in the Annual Report and Accounts.

 

 

ENQUIRIES:

 

Andrew Jackson

Company Secretary

01442 867920

 

 

 

 

 

 

 

 

 

 

Appendix 1

Principal Risks & Uncertainties

Introduction to principal risks

Our internal controls include risk management processes to identify principal risks and, where possible, to manage those risks through systems and processes and by implementing specific mitigation strategies. The most significant risks identified through our progressive review of the risk register that could materially affect the Group's ability to achieve its financial and operating objectives are summarised in this section. Other identified risks are deemed immaterial.

RISK

CONTROLS AND MITIGATING ACTIONS

TREND

Regulatory / Legal risk:

The Group must comply with certain laws and regulations in different jurisdictions and regulated markets. This includes operating API and other manufacturing facilities and meeting the obligations within the scope of environmental and health and safety regulations. There are a number of risks including reputational damage, penalties and fines should we fail to comply.

A strong regulatory compliance regime is in place, which includes regular reviews and audits by both regulatory bodies and customers. The Group has an internal legal team and engages external specialists on national laws in the jurisdictions concerned. There are specific whistleblowing, anti-corruption and anti-bribery policies which all employees are required to comply with. Bribery Act training is given to employees.

Risk Unchanged

Reliance upon key customers / products:

Both Aesica and Bespak have a degree of reliance on a relatively small number of key customers/products and the loss of one such customer/product could lead to a significant reduction in revenues and profitability.

The Group has significant Intellectual Property with associated barriers to entry. Regulatory licensing reduces customers' ability to transfer business elsewhere and the Group seeks to enter into long-term supply agreements where appropriate. The Group's strategy of diversification has provided a broader range of products and customers to reduce customer and product concentration.

Risk Increased

Growth / Acquisition risk:

Delivery of organic growth carries the risk of execution due to allocation of resources and new areas of expertise. Failure to successfully execute or attain strategic objectives from the Group's acquisitions may adversely affect the Group's financial performance and position.

The Group has risk based planning processes that provide good visibility of anticipated resource requirements. The Board reviews potential acquisitions against a defined set of criteria, engages qualified advisors and ensures appropriate due diligence is performed before approving any transaction.

Risk Unchanged

Major operational incident:

A major incident (e.g. fire or chemical spill) at a manufacturing site may result in the disruption to a key supply chain and loss of assets, revenues and profit.

Where possible, manufacturing is split into discrete buildings for separate operations providing some level of isolation. Critical plant risk and remediation assessments are completed at each manufacturing site, and business continuity plans are also in place.

Risk Unchanged

Product quality failure:

The Group operates in highly regulated markets with strict quality requirements. Any quality failure involving the Group's products could lead to patient harm, a loss of reputation, reduction in revenues, recall costs or sanction by the regulators.

The Group has rigorous quality management and assurance systems and processes. Any issues are tracked and reported to ensure that there is early communication with customers and regulatory bodies regarding any quality audits.

Risk Unchanged

Human resources / People:

The Group relies heavily on recruiting and retaining talented employees with a diverse range of skills and capabilities to meet its strategic objectives. An inability to attract and retain such employees could have a considerable impact on our success. In addition, we have completed some streamlining of the business during the year which has involved a number of positions becoming redundant.

Remuneration packages are reviewed on an annual basis in order to ensure the Group continues to attract and retain its employees. The Group is also committed to working on improving drivers of engagement, such as increasing employees' understanding of our strategy, performance and core values. We have completed the restructuring exercises professionally with appropriate consultation with those affected.

Risk Unchanged

Development risk:

At any time, any of the Group's products may fail in clinical trials, be withdrawn by the customer or may not become commercially successful once launched.

The Group follows rigorous processes for the development of new products. Where possible, Bespak is developing its device technology as a platform for multiple programmes to reduce the exposure to any individual trial. Aesica's development services are on a fee per project basis, with the majority of its revenues coming from manufacturing services.

Risk Unchanged

Pension schemes:

The Group operates a number of defined benefit pension schemes. Changes to the valuation of the pension deficit can impact the level of distributable reserves and the ability to make distributions. Macroeconomic factors may result in substantial increases in the Group's pension deficit, which could affect its ability to make future distributions.

The Group monitors distributable reserves prior to key reporting periods and these are reported within the Board dividend paper. There is open dialogue with the Pension Trustees to ensure that pension schemes are adequately funded. The most recent Triennial Valuation of the Bespak Pension Scheme has been completed and the deficit recovery funding requirements agreed.

Risk Unchanged

Political/Socio-economic risk including Impact of Brexit:

The Group operates in a number of countries and is therefore subject to political and socio-economic risks which may impact both operational and financial performance.

The Group continually reviews political and economic policy changes in both the UK and global markets, including results of the ongoing Brexit negotiations, and assesses if there is any impact on the business by providing legal updates to the Board and the Executive Committee.

 

Risk Increased

Financial risks:

The Group faces a number of finance risks which include currency, liquidity, funding and interest rates.

Currency exposures are reviewed on a monthly basis and a hedging strategy is in place. Committed debt facilities are in place until October 2023.

Risk Unchanged

IT / Cyber:

The Group is dependent on information technology: its systems and infrastructure face certain risks, including service disruptions and the loss or theft of sensitive or confidential information, due to the inherent risks involved and the continued threat of cyber-crime.

 

 

The Group has a dedicated IT department who monitor and review access security; ensure that there are regular backups of confidential information and data; perform disaster recovery procedures when required; and manage investment in the Group's IT infrastructure.

Risk Unchanged

Corporate Social Responsibility:

Our manufactured products or other activities/decisions of the Group may not be judged by the public, governments or other stakeholders as being socially responsible, leading to reputational harm.

The Group's Sustainability Committee meets regularly, and is responsible for reviewing new programmes, assisting with resourcing and ensuring alignment to the overall Group strategy.

Risk Unchanged

Restructuring:

Restructuring activities lead to the exposure of a number of risks, including the risk of costs being greater than budgeted, the mismanagement of stakeholders and morale demotivation.

 

The Group's restructuring plans include the commitment of senior management and the management of stakeholders, including customers, suppliers and employees to ensure that restructuring programmes are completed on time and in a cost effective manner.

New Risk

 

 



 

Appendix 2

Statement of directors' responsibilities

IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS 

The directors are responsible for preparing the Annual Report and the Group and parent Company financial statements in accordance with applicable law and regulations. 

Company law requires the directors to prepare Group and parent Company financial statements for each financial year.  Under that law they are required to prepare the Group financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs as adopted by the EU) and applicable law and have elected to prepare the parent Company financial statements on the same basis. 

Under company law the 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 parent Company and of their profit or loss for that period.  In preparing each of the Group and parent Company financial statements, the directors are required to: 

·      select suitable accounting policies and then apply them consistently; 

·      make judgements and estimates that are reasonable, relevant and reliable; 

·      state whether they have been prepared in accordance with IFRSs as adopted by the EU; 

·      assess the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and 

·      use the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006.  They are responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. 

Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors' Report, Directors' Remuneration Report and Corporate Governance Statement that complies with that law and those regulations. 

The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website.  Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 

Responsibility statement of the directors in respect of the annual financial report 

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. 

Andrew Jackson

Company Secretary

 

 


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