Intertek Annual Report 2012
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Annual Report 2012 Your global quality partner Contents Overview Inside cover – Intertek at a glance 1 Financial highlights 2 Chairman’s statement Directors’ report – Business review 4 Chief Executive Officer’s review 10 Intertek Operations Committee 12 Operating review 22 Financial review 28 Sustainability and CSR Directors’ report – Governance 36 Board of Directors 38 Corporate governance 47 Principal risks and uncertainties 51 Remuneration report 63 Other statutory information 65 Statement of Directors’ responsibilities 66 Independent auditor’s report Financial statements 68 Consolidated income statement 69 Consolidated statement of comprehensive income 70 Consolidated statement of financial position 71 Consolidated statement of changes in equity 72 Consolidated statement of cash flows 73 Notes to the financial statements 113 Intertek Group plc company balance sheet and notes Other 117 Shareholder and corporate information 118 Global reporting initiative index Cautionary statement This Annual Report contains certain forward-looking statements with respect to the financial condition, results, operations and business of Intertek Group plc. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this Annual Report should be construed as a profit forecast. Intertek Group plc Annual Report and Accounts 2012 Overview Intertek at a glance Intertek is the leading quality solutions provider to industries worldwide. From auditing and inspection, to testing, training, advisory, quality assurance and certification, Intertek adds value to customers’ products, processes and assets. With a network of more than 1,000 laboratories and offices and over 35,000 people in more than 100 countries, Intertek supports companies’ success in a global marketplace. Intertek helps its customers to meet end users’ expectations for safety, sustainability, performance, integrity and desirability in virtually any market worldwide. Visit www.intertek.com. Our services Testing Outsourcing Certification Training Industry & Assurance Inspection Advisory Auditing Quality Assurance Group Industry & Assurance £2,0 Using in-depth knowledge of the oil, gas, nuclear, Global scale, l power, renewable energy, construction, food, chemical 32% Commodities and agricultural industries, we provide a diverse range of services to help customers meet global quality standards. of revenue These include technical inspection services, asset integrity Key business areas management, exploration and production support, t *OEVTUSZ4FSWJDFT consulting, training and third-party management systems t #VTJOFTT"TTVSBODF auditing. We also provide certification services, second-party t 'PPE"HSJDVMUVSF supplier auditing, sustainability data verification and process t &YQMPSBUJPO1SPEVDUJPO performance analysis. Consum Commodities We provide independent cargo inspection, analytical assessment, calibration and related research and technical 28% services to the world’s petroleum, mining, minerals and of revenue biofuels industries. We also provide services to governments and regulatory bodies to support trade activities that help Key business areas the flow of goods across borders. t $BSHP t "OBMZUJDBM"TTFTTNFOU t (PWFSONFOU5SBEF4FSWJDFT t .JOFSBMT We work with over 200,000 customers ranging from the smallest t"CV%IBCJ(BT*OEVTUSJFT-UE ("4$0 t"ÏSPQPT t$BOPOt$FSUJmFE"VUPNPUJWF1BSUT"TTPDJBUJPOt business to the largest conglomerate, delivering customised commercial t(BQ*ODt)BJFSt)FSU[1PSUVHBMt*,&"t*OmOFV and compliance solutions that cater to individual client requirements, t/FXNPOU#PEEJOHUPO(PMEt/PSETUSPNt0EFCS everywhere they do business. t4DPUUJTI8BUFSt4IFMMt5IF%PX$IFNJDBM$PNQ Intertek Group plc Annual Report and Accounts 2012 Revenue by region Our global operations 33% 32% 35% Americas Asia Pacific EMEA Chemicals & Pharmaceuticals Serving a wide range of industries including chemical, 8% pharmaceutical, oil and gas, automotive and aerospace, we offer advanced laboratory measurement, expert consultancy of revenue related technical support and sustainability solutions. We Key business areas have an established track record of success in laboratory t $IFNJDBMT.BUFSJBMT outsourcing with many large, internationally recognised Chemicals & t 1IBSNBDFVUJDBMT companies and our world leading technical experts also Pharmaceuticals t )FBMUI3FHVMBUPSZ support internal technical development. revenue Commercial & Electrical Our global network of accredited facilities provides 54m 15% manufacturers and retailers with the most comprehensive scope of safety, performance and quality testing and ocal knowledge of revenue Commercial certification services. We support customers in a wide & Electrical Key business areas range of industries including home appliances, consumer t &MFDUSJDBM electronics, lighting, medical, building, industrial and t "VUPNPUJWF )7"$3 IFBUJOH WFOUJMBUJPO BJSDPOEJUJPOJOHBOE t #VJMEJOH SFGSJHFSBUJPO JOGPSNBUJPOBOEDPNNVOJDBUJPOT t 8JSFMFTT technology, renewable energy and automotive. er Goods Consumer Goods We are a market leading provider of services to the 17% textiles, toys, footwear, hardlines and retail industries. As a partner to retailers, manufacturers and distributors, of revenue we offer expertise on issues ranging from restricted Key business areas IB[BSEPVTTVCTUBODFBOETVTUBJOBCJMJUZUPTVQQMZDIBJO t 5FYUJMFT security and legislation relating to environmental, ethical t 5PZT)BSEMJOFT and trade security issues. Services include testing, inspection, t 3JTL.BOBHFNFOU BVEJUJOH BEWJTPSZTFSWJDFT RVBMJUZBTTVSBODFBOEIB[BSEPVT t "VEJUJOH substance testing. UBMF *ODt"JS1SPEVDUTt"OHMP(PME"TIBOUJ"VTUSBMJB-UEt"QBDIFt"SBNDP0WFSTFBT$PNQBOZ#7t"VDIBOt#"4't#)1#JMMJUPOt#1 $IFWSPOt$JTDPt$*5(0t$PMVNCJB4QPSUTXFBS$PNQBOZt$POPDP1IJMMJQTt%0/(&OFSHZt&JS(SJEt&SJDTTPOt&YYPO.PCJMt'PSUFTDVF.FUBMT(SPVQ Nt*/1&9t,PIMTt-FWJ4USBVTT$Pt-(t.BHFMMBO"FSPTQBDFt.BSLT4QFODFSt.D%POBMET$PSQPSBUJPOt.PSHBO4UBOMFZt/BUJPOBM(SJEt/FTUMÏ FDIUt1BOBTPOJDt1FUSPCSBTt1FUSØMFPTEF7FOF[VFMB4" 1%74" t3JDPIt35&'SBODFt38&t4"#*$t4BJQFNt4BNTVOHt4BTPMt4DPUUJTI4PVUIFSO&OFSHZ BOZt5PTIJCBt5PUBMt5PZPUBt5SBmHVSBt7BMFt7BMFSPt7JUPMt70-$0. *ODt:BNBIB$PSQPSBUJPOt:PSLTIJSF8BUFS Intertek Group plc Annual Report and Accounts 2012 1 Overview Financial highlights Strong revenue and profit Strong five year compound performance in 2012 growth record > Revenue up 17% > Revenue up 20% > Organic revenue4 up 8.6% > Adjusted operating profit1 up 19% > Adjusted operating profit1 up 19% > Adjusted diluted EPS1 up 18% > Adjusted operating margin1 16.3% > Dividend per share2 up 18% 2012 Revenue (£m) Adjusted diluted EPS1 (pence) +17% 2012 2,054 +22% 2012 131.2 2011 1,749 2011 107.2 Organic revenue +8.6% at constant exchange rates4 Adjusted operating profit1 (£m) Statutory diluted EPS5 (pence) +19% 2012 335 +25% 2012 106.7 2011 281 2011 85.3 Five year trend Revenue (£m) Adjusted diluted EPS1 (pence) +20% 2012 2,054 +18% 2012 131.2 2011 1,749 2011 107.2 CAGR3 CAGR3 2010 1,374 2010 89.4 2009 1,237 2009 81.5 2008 1,004 2008 67.1 Adjusted operating profit1 (£m) Dividend per share2 (pence) +19% 2012 335 +18% 2012 41.0 2011 281 2011 33.7 CAGR3 CAGR3 2010 227 2010 28.1 2009 209 2009 25.5 2008 165 2008 20.8 1. Adjusted operating profit, adjusted operating margin and adjusted diluted earnings per share (‘EPS’) are stated before Separately Disclosed Items, which are described in note 3 to the financial statements. 2. Dividend per share for 2012 is based on the interim dividend paid of 13.0p (2011: 10.7p) plus the proposed final dividend of 28.0p (2011: 23.0p). 3. CAGR represents the five year compound annual growth rate. 4. Growth at constant exchange rates compares both 2012 and 2011 at the average exchange rates for 2012. 5. Statutory basic EPS also increased 25% to 108.2p (2011: 86.8p). 2 Intertek Group plc Annual Report and Accounts 2012 Overview Chairman’s statement I am pleased to announce another year of strong growth by Intertek and the continued delivery of the Group’s successful strategy. Intertek’s customers include some of the world’s leading brands and companies, as well as their suppliers and governments in developing and developed countries. Intertek helps customers to assess their products, processes and assets against a wide range of quality and related safety, regulatory and performance standards. Our services include testing, certification, auditing, inspection, advisory, training, outsourcing and quality assurance. Our work takes us into almost every field imaginable, including consumer products, electronics, petroleum, minerals, pharmaceuticals, chemicals and food. Results The Group generated revenue of £2,054m, an increase of 17% Sir David Reid Chairman over the prior year. Excluding acquisitions, revenue growth was 8.6% at constant exchange rates. Operating profit was £283m, up 21% over the prior year. Adjusted operating profit increased “ I am pleased to announce another year to £335m, up 19%, and our adjusted operating margin was 16.3%. of strong growth by Intertek and the Excluding acquisitions, adjusted operating profit was up 12%. continued delivery of the Group’s Earnings and returns to shareholders The Company’s share price registered another year of strong successful strategy.” performance in 2012 increasing by 52% and outperforming the wider UK market. Looking on a one, three or five year basis,