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DIPLOMA PLC
Annual Report & Accounts 2016
Diploma PLC is an
international group of
businesses supplying
specialised technical
products and services.
We operate globally in
three distinct Sectors:
Life Sciences
Seals
Controls
Suppliers of
consumables,
instrumentation
and related
services to the
healthcare and
environmental
industries.
Suppliers of
seals, gaskets,
filters, cylinders,
components and
kits for heavy
mobile machinery
and industrial
equipment.
Suppliers of
specialised wiring,
connectors,
fasteners and
control devices
for technically
demanding
applications.
Contents
Financial Highlights
Strategic Report
01
02 Chairman’s Statement
04 Group at a Glance
06 Chief Executive’s Review
08 Our Business Model
10 Growth Strategy
12 Our Year in Review
Sector Review
13
Finance Review
26
Internal Control and Risk
30
Management
34 Corporate Responsibility
Governance
36 Board of Directors
38 Corporate Governance
43 Audit Committee Report
47 Nomination Committee Report
48 Remuneration Committee Report
Financial Statements
62 Directors’ Report
64 Consolidated Income Statement
65 Consolidated Statement of Income
and Other Comprehensive Income
65 Consolidated Statement of Changes
in Equity
66 Consolidated Statement
of Financial Position
67 Consolidated Cash Flow Statement
68 Notes to the Consolidated Financial
Statements
87 Group Accounting Policies
92 Parent Company Statement of
Financial Position
92 Parent Company Statement of
Changes in Equity
93 Notes to the Parent Company
94
98
99
Financial Statements
Independent Auditor’s Report
Subsidiaries of Diploma PLC
Financial Calendar, Shareholder
Information and Advisors
100 Five Year Record
01
Financial Highlights
Strong results and
excellent free cash flow
2015
£333.8m
£60.3m
18.1%
£59.6m
£51.8m
+15%
+9%
+9%
+4%
+46% £40.3m
2016
Revenue
£382.6m
Adjusted operating profit1
£65.7m
Adjusted operating margin1
17.2%
Adjusted profit before tax1,2
£64.9m
Profit before tax
£54.0m
Free cash flow3
£59.0m
Adjusted earnings per share1,2
Basic earnings per share
Total dividend per share
Free cash flow per share3
2016
pence
41.9
33.9
20.0
52.2
+10%
+4%
+10%
+46%
2015
pence
38.2
32.5
18.2
35.6
Diploma PLC uses alternative performance
measures as key financial indicators to assess the
underlying performance of the Group. These
include adjusted operating profit, adjusted profit
before tax, adjusted earnings per share, free cash
flow, trading capital employed and return on
adjusted trading capital employed (“ROATCE”).
The narrative in the Annual Report & Accounts
is based on these alternative measures and
an explanation is set out in note 2 to the
consolidated financial statements included
in the Annual Report & Accounts on page 68.
1 Before acquisition related charges.
2 Before fair value remeasurements and gain on disposal of assets.
3 Before cash payments on acquisitions and dividends.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 02
Chairman’s Statement
Strong growth in
shareholder value
benefited from a contribution of £2.4m
from acquisitions completed in the year
and £2.7m from currency effects on
translation. Adjusted operating margins
reduced to 17.2% (2015: 18.1%) reflecting
a further impact on gross margins in
the Canadian and Australian Healthcare
businesses from transactional currency
effects because of the weaker Canadian
and Australian dollars. Adjusted profit
before tax increased by 9% to £64.9m
(2015: £59.6m) and adjusted earnings
per share (“EPS”) increased by 10% to
41.9p (2015: 38.2p), reflecting a slight
decrease in the effective tax rate.
The Group again generated very strong
free cash flow of £59.0m (2015: £40.3m)
which included a cash inflow of £6.3m
from reduced working capital and
£4.6m of cash realised on the sale of
assets. Capital expenditure reduced this
year to £3.7m (2015: £4.3m) reflecting
lower investment in Healthcare field
equipment as Canadian hospitals sought
to limit their expenditure this year.
It was another good year for acquisition
activity with investment of £32.7m
(2015: £37.8m) in new businesses
during the financial year, extending
the Group’s activities into new
products and geographies in line
with our strategic objectives.
The Group’s balance sheet remains strong
and after investing £32.7m in acquisitions
and making distributions to shareholders
of £21.0m (2015: £19.7m), the Group’s net
cash funds increased by £7.6m to £10.6m
at 30 September 2016 (2015: £3.0m).
Dividends
The excellent free cash flow, helped
by the cash received from the sale
of assets this year, together with a
positive acquisition environment,
has led the Board to recommend an
increase in the final dividend of 11% to
13.8p per share (2015: 12.4p). Subject
to shareholder approval at the Annual
General Meeting, this dividend will be
paid on 25 January 2017 to shareholders
on the register at 2 December 2016.
The total dividend per share for the
year will be 20.0p (2015: 18.2p) which
represents a 10% increase on 2015.
The dividend is well covered by
adjusted EPS at 2.1 times, in line with
the Board’s objective of targeting
towards a two times level of cover.
“I am pleased with the
good progress achieved
this year against a
background of
challenging economic
conditions.”
Governance
Early in the year, we saw the retirement
of Iain Henderson and Marie-Louise
Clayton and the introduction of the
Executive Management Group, which
completed the process of developing
and refreshing the Board. The Group is
benefitting from the guidance and support
of this strong and experienced team as it
pursues the successful implementation
of the Group’s growth strategy.
Employees
The energy and commitment of our
employees is a critical factor in the success
of our Group. On behalf of the Board
I wish to thank our employees for their
commitment and hard work during this
year. I remain confident of their ability to
continue to respond to the new challenges
which we will face in the coming year.
Outlook
Diploma has a strong and resilient
business model with a broad geographic
spread of businesses, supported by a
robust balance sheet and consistently
high free cash flow. This model has
delivered a strong result this year
benefitting from a good contribution
from acquisitions and boosted by a
currency tailwind in the final quarter.
Despite the current macroeconomic
uncertainty in the global environment,
the Board remains confident that the
Group will continue to make further
progress in the coming year from
a combination of steady GDP plus
organic growth and a strong and
successful acquisition programme.
John Nicholas
Chairman
21 November 2016
The Group achieved a strong performance
this year against a background of political
volatility and challenging economic
conditions in a number of our markets.
Diploma has a long track record of
consistent delivery and against this
difficult market backdrop our aims and
objectives remain unchanged. The
Board remains focused on executing
the Group’s established strategy which
is designed to deliver strong, double-
digit growth in earnings and shareholder
value over the economic cycle.
Faced with a low growth economic
environment, the achievement of the
Group’s objectives this year has been
driven by its success in executing its
acquisition strategy and bringing carefully
selected businesses into the Group,
financed by strong cash generation and
supported by a robust balance sheet.
Results
Group revenues increased in 2016 by
15% to £382.6m (2015: £333.8m), with
acquisitions completed during the
year contributing £16.3m and currency
movements boosting the revenues
of the overseas businesses when
translated into UK sterling by £13.8m,
when compared with last year. After
adjusting for the contribution from
acquisitions completed both this year
and last year and for currency effects on
translation, Group revenues increased
by 3% on an underlying basis. Steady
underlying revenue growth of 4% in
both the Life Sciences and Controls
Sectors more than offset a weaker
performance from the Seals Sector where
underlying revenues increased by 1%.
Adjusted operating profit increased
by 9% to £65.7m (2015: £60.3m) and
Diploma PLC Annual Report & Accounts 2016
03
Adjusted EPS growth (pence)
+8% p.a.1
16
15
14
13
12
41.9
38.2
36.1
34.8
33.1
TSR growth (TSR index 2011 = 100)
26% p.a.1
16
316
15
14
13
12
233
236
218
154
Dividend growth (pence)
+11% p.a.1
16
20.0
15
14
13
12
18.2
17.0
15.7
14.4
1 Five-year compound.
Principal corporate objectives
Achieve double-digit
growth in adjusted EPS
over the business cycle
Generate TSR growth
in the upper quartile
of the FTSE 250
Deliver progressive
dividend growth with two
times dividend cover
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 04
Group at a Glance
A clearly defined strategy
and consistent track record
GDP plus
organic
revenue
growth
Attractive
margins
Acquisitions
to accelerate
growth
We focus on essential products and services, funded
by customers’ operating rather than capital budgets,
giving resilience to revenues.
Our attractive operating margins are sustained
through the quality of customer service, the depth
of technical support and value adding activities.
Carefully selected, value enhancing acquisitions
accelerate the organic growth and take us into
related strategic markets.
Strong cash
flow
An ungeared balance sheet and strong cash flow
fund our growth strategy while providing healthy
and growing dividends.
Value creation
We aim to create value by consistently exceeding
20% ROATCE.
Diploma PLC Annual Report & Accounts 2016 05
We focus on supplying essential products and services
across a range of specialised industry sectors.
Life Sciences
Seals
Controls
Healthcare (83% of revenues)
Medical devices and related consumables
and services supplied to hospital
pathology laboratories, operating rooms
and GI Endoscopy suites and clinics.
Aftermarket (53% of revenues)
Next day delivery of seals, sealing
products, filters and cylinder components
for the repair of heavy mobile machinery.
Interconnect (76% of revenues)
Wiring, harness components and
fasteners used in specialised applications
in Aerospace, Defence, Motorsport,
Energy, Medical and Industrial.
Environmental (17% of revenues)
Environmental analysers,
containment enclosures and
emissions monitoring systems.
Industrial OEMs (47% of revenues)
Sealing products and custom
moulded and machined parts
supplied to manufacturers of
specialised industrial equipment.
Fluid Controls (24% of revenues)
Temperature, pressure and fluid
control products used in Food,
Beverage and Catering industries.
29%
of revenues
44%
of revenues
27%
of revenues
SEE PAGES 14–17
SEE PAGES 18–21
SEE PAGES 22–25
The Group is well diversified by geographic and business area.
North America
Europe
Rest of World
North American revenues
(by destination) by sector
European revenues (by destination)
by sector
Rest of World revenues (by destination)
by sector
42%
of Group revenues
23% US
19% Canada
48%
of Group revenues
23% UK
25% Continental
Europe
10%
of Group revenues
Life Sciences
Seals
Controls
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 06
Chief Executive’s Review
Building larger, broader
based businesses
“The Group’s strategy,
consistently applied,
delivers strong growth
in earnings and
shareholder value.”
Group strategy and corporate objectives
The Group’s strategy is designed to
generate strong growth in earnings and
shareholder value over the business
cycle, by building larger, broader-based
businesses in the three Group Sectors
of Life Sciences, Seals and Controls.
The Group’s principal corporate
objectives are to achieve double-digit
growth in adjusted earnings per share
(“EPS”) over the business cycle, to
generate total shareholder return (“TSR”)
growth in the upper quartile of the FTSE
250 and to deliver progressive dividend
growth with two times dividend cover.
This year the Group delivered 10%
growth in adjusted EPS, with modest
underlying organic growth boosted by
a good contribution from acquisitions
completed over the last 18 months and
from translational currency benefits. TSR
growth this year has been 36%, which
compares with a 4% increase in the
median and a 23% increase in the upper
quartile TSR performance of the FTSE
250 index (excluding Investment Trusts).
Dividends have increased progressively
in each of the last 17 years and this year
the dividend has increased by 10%,
covered 2.1 times by adjusted EPS.
Business model
Our businesses target GDP plus levels
of organic revenue growth over the
business cycle. Stable and resilient
revenue growth is achieved through
our focus on essential products and
services funded by customers’ operating
rather than capital budgets and supplied
across a range of specialised industry
segments. By supplying essential
solutions, not just products, we build
strong long term relationships with our
customers and suppliers, which support
sustainable and attractive margins.
Finally, we encourage an entrepreneurial
culture in our businesses through our
decentralised management structure
and these essential values ensure that
decisions are made close to the customer
and that the businesses are agile and
responsive to changes in the market
and the competitive environment.
The key performance indicators
(“KPIs”) we use to measure the success
of the business model relate to
recurring income and stable revenue
growth, sustainable and attractive
margins and strong cash flow.
This year, underlying organic revenue
growth has again been hard won against
a background of challenging market
conditions across all three Sectors and
across all geographies served. Total
revenue grew by 15%, of which 3%
was underlying organic growth, with
the balance coming from acquisitions
and translational currency benefits.
This continues a trend over five years
of 11% compound annual revenue
growth, with an average of 4% p.a.
underlying organic revenue growth.
Adjusted operating margins this year
were 17.2% of revenue, compared with
a five-year average of 18.6% and as
always there were a number of factors
impacting the Group’s margin. Margins
were negatively impacted again this
year by transactional currency effects
in the Healthcare businesses, initial
dilution from acquired businesses and
reduced operating leverage in a lower
growth environment. The Group’s
medium term target for operating
margin, in an improved economic
environment, remains 18–19%.
Agility and responsiveness in the
businesses ensure close management of
operating costs and working capital and
deliver strong free cash flow. This year,
free cash flow was very strong at £59.0m,
which represented 124% of adjusted
earnings, compared with an average
of 96% over the last five years. The
principal driver of the strong cash flow
this year, was the close management
of working capital which was managed
back down to 16.6% of revenues by the
year end, compared with a five-year
average of 16–17%. In addition, free
cash flow benefited this year from the
sale of the Medivators product line and
the sale of certain legacy properties.
Growth strategy
Overall growth is accelerated from
the underlying GDP plus levels to the
corporate target of strong, double-digit
growth, through carefully selected,
value enhancing acquisitions which
fit the business model and offer
entry into new strategic markets.
Acquisitions are not made just to add
revenue and profit, but rather to bring
into the Group successful businesses
which have growth potential, capable
management and a good track record of
profitable growth and cash generation.
As part of our Acquire, Build, Grow
strategy, we invest in the businesses
post-acquisition to build a firm foundation
to allow them to move to a new level of
growth. These acquisitions form a critical
part of our Sector growth strategies
and are designed to generate a pre-tax
return on investment of at least 20%
and hence support our Group objectives
for return on total investment.
Diploma PLC Annual Report & Accounts 2016 Strategic objectives
Generate stable GDP plus
organic revenue growth
over the business cycle
Maintain stable attractive
margins
Accelerate growth through
carefully selected, value
enhancing acquisitions
Generate consistently
strong cash flow to
fund growth strategy
and dividends
Create value by
consistently exceeding
20% ROATCE
07
Again we measure the success of the
growth strategy with KPIs, the first of
which is acquisition spend. To achieve
the Group’s objective of strong double-
digit growth, acquisition spend at the
level of ca.£30m p.a. is targeted. This
year, the Group continued to benefit
from a positive acquisition environment
and invested ca.£33m in acquisitions,
bringing the average over three years
to ca.£30m p.a. The acquisitions
completed over the last three years
contributed 20% of 2016 revenues.
The Group’s return on total investment
measure is the pre-tax return on adjusted
trading capital employed, excluding
net cash, but including all goodwill and
acquired intangible assets (“ROATCE”).
This is used to measure the overall
performance of the Group and very
importantly, our success in creating value
for shareholders through our acquisition
programme. Over the last five years,
ROATCE has comfortably exceeded the
20% target and this year was 21.1%.
Management strength
The success of the Group is built upon
strong, self-standing management teams
in the operating businesses, making
decisions close to the customer and
agile and responsive to changes in the
market and competitive environment.
The Group places very high importance
on planning the development, motivation
and reward structures for the ca.90
senior managers which make up
the senior management cadre. This
group has an average age of 47 and an
average length of service of 11 years.
Although we place high importance on
our decentralised organisation and the
entrepreneurial culture this encourages,
we also recognise that there are
significant synergy benefits which can
be achieved through managing clusters
of similar businesses. Typically these
synergies come in the form of cross-
selling and joint purchasing between
the businesses and shared back-office
functions in finance and administration.
There are also best practices which can
be shared within the clusters in areas
such as IT and digital capabilities.
At the beginning of this year, a formal
Executive Management Group (“EMG”)
was established to ensure that we
have a strong and broad-based senior
management team in place to support
the next stage of the Group’s growth
strategy. The members of the EMG
are the senior managers responsible
for the major business clusters and
for certain key Group functions. The
EMG combines individuals who have
developed internally as well as selective
external recruits. The EMG gives the
senior management bench strength to
manage a growing and broadly spread
Group, while laying the groundwork for
succession in key executive positions.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 08
Our Business Model
Making us essential
to our customers
Business Model
What we put in
What we get out
KPIs
tial Prod u c t s
n
e
s
s
E
Ess
e
n
t
i
a
l
S
o
l
u
t
i
o
n
s
Essential Va l u e
s
cquire
A
SEE PAGES 10–11
B
u
i
l
d
Grow
Growth Strategy
Essential Products
Our businesses focus on supplying essential
products and services funded by customers’
operating rather than capital budgets and supplied
across a range of specialised industry segments.
The majority of the Group’s revenues are generated
from consumable products. In many cases, the
products will be used in repair and maintenance
applications and refurbishment and upgrade
programmes, rather than supplied to original
equipment manufacturers.
Essential Solutions
Our businesses design their individual business
models to provide solutions which closely meet
the requirements of their customers.
The solutions can be in the form of:
• Highly responsive customer service, such as the
next day delivery from stock of essential, but low
value items.
• Deep technical support, where we work closely
with our customers in designing our products
into their specific applications.
• Added value services which, if we did not provide
these services, customers would have to pay
others to provide them or would require them
to invest in additional resources of their own.
Essential Values
We encourage an entrepreneurial culture across our
businesses, through a decentralised management
structure.
We want the managers to feel that they have the
freedom to run their own businesses, while being
able to draw upon the support and resources of a
larger group where this is beneficial.
Within our businesses we have strong, self-standing
management teams who are committed to and
rewarded according to the success of their businesses.
Recurring income and stable revenue growth
Our focus on essential products and services
contributes to the Group’s record of stable revenue
growth over the business cycle.
Our businesses target GDP plus levels of organic
revenue growth, over the economic cycle, with higher
growth rates achieved at the Group level through
carefully selected value enhancing acquisitions.
Sustainable and attractive margins
By supplying solutions, not just products, we
build strong long term relationships with our
customers and suppliers, supporting sustainable
and attractive margins.
Our businesses achieve sustainable and attractive
gross margins by offering strongly differentiated
products and customer focused solutions within
specialised market segments. By running efficient
operations, these gross margins are converted into
healthy operating margins.
Agility and responsiveness
Our decentralised organisational model ensures that
decisions are made close to the customer and that
the businesses are agile and responsive to changes
in the market and the competitive environment.
Agility and responsiveness in the businesses ensure
close management of operating costs and working
capital and deliver strong free cash flow.
Diploma PLC Annual Report & Accounts 2016
09
Business Model
What we put in
What we get out
KPIs
tial Prod u c t s
n
e
s
s
E
Ess
e
n
t
i
a
l
S
o
l
u
t
i
o
n
s
Essential Va l u e
s
cquire
A
B
u
i
l
d
Grow
Growth Strategy
Essential Products
Our businesses focus on supplying essential
products and services funded by customers’
operating rather than capital budgets and supplied
across a range of specialised industry segments.
The majority of the Group’s revenues are generated
from consumable products. In many cases, the
products will be used in repair and maintenance
applications and refurbishment and upgrade
programmes, rather than supplied to original
equipment manufacturers.
Essential Solutions
Our businesses design their individual business
models to provide solutions which closely meet
the requirements of their customers.
The solutions can be in the form of:
• Highly responsive customer service, such as the
next day delivery from stock of essential, but low
value items.
• Deep technical support, where we work closely
with our customers in designing our products
into their specific applications.
• Added value services which, if we did not provide
these services, customers would have to pay
others to provide them or would require them
to invest in additional resources of their own.
Essential Values
We encourage an entrepreneurial culture across our
businesses, through a decentralised management
structure.
We want the managers to feel that they have the
freedom to run their own businesses, while being
able to draw upon the support and resources of a
larger group where this is beneficial.
Within our businesses we have strong, self-standing
management teams who are committed to and
rewarded according to the success of their businesses.
Recurring income and stable revenue growth
Our focus on essential products and services
contributes to the Group’s record of stable revenue
growth over the business cycle.
Our businesses target GDP plus levels of organic
revenue growth, over the economic cycle, with higher
growth rates achieved at the Group level through
carefully selected value enhancing acquisitions.
Sustainable and attractive margins
By supplying solutions, not just products, we
build strong long term relationships with our
customers and suppliers, supporting sustainable
and attractive margins.
Total revenue growth (£m)
16
15
14
13
12
382.6
333.8
305.8
285.5
260.2
+11% p.a.
Five-year compound
Underlying revenue growth (%)
+3
+1
16
15
14
13
12
+4
+6
+4% p.a.
Five-year average
+8
Adjusted operating margins (%)
Our businesses achieve sustainable and attractive
gross margins by offering strongly differentiated
products and customer focused solutions within
specialised market segments. By running efficient
operations, these gross margins are converted into
healthy operating margins.
16
15
14
13
12
Agility and responsiveness
Our decentralised organisational model ensures that
decisions are made close to the customer and that
the businesses are agile and responsive to changes
in the market and the competitive environment.
Agility and responsiveness in the businesses ensure
close management of operating costs and working
capital and deliver strong free cash flow.
Cash flow (£m)
16
15
14
13
12
40.3
37.8
31.6
32.7
Working capital (%)
16
15
14
13
12
17.2
18.1
18.5
19.0
18–19%
Five-year average
20.3
59.0
16.6
17.0
17.2
16.7
16.5
£40m p.a.
Five-year average
16–17%
of revenue
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
10
Growth Strategy
Delivering strong,
double‑digit growth
Business Model
What we put in
What we get out
KPIs
Ess
e
n
t
i
a
l
tial Prod u c t s
n
e
s
s
E
SEE PAGES 8–9
Essential Va l u e
s
S
o
l
u
t
i
o
n
s
B
u
i
l
d
cquire
A
Grow
Growth Strategy
Acquire
Clear business criteria have been established to
guide the Group’s acquisition programme:
• Fit with the Group’s business model
• Marketing led with strong customer relationships
• Secure supply of high quality, differentiated
products
• Capable management
The principal financial criteria are:
• Track record of stable, profitable growth and
cash generation
• Exceed post-tax IRR threshold of 13% to ensure
20%+ pre-tax return on investment
Build
Acquisitions are intended to give entry into new
but related markets and thereby extend the
reach of the existing businesses and bring new
growth opportunities.
The acquisitions we make are of businesses which
are already successful and with a good track record.
However, these businesses have typically reached
the point where additional resources are needed to
take them to the next level of growth.
Working with the management, we provide the
investment required to build a solid foundation to
allow the business to move to a new level of growth.
The investment we make in new acquisitions
will normally be in new facilities and IT systems,
increased but better managed working capital
and additional management resource.
Grow
Once the acquisition is integrated into the Group,
with a solid platform established, the focus is on
delivering stable, profitable growth.
The results of the Acquire, Build, Grow strategy
can be seen in the improving revenue growth
and operating margins post acquisition.
The Group applies a consistent level of effort and
resources to identifying and developing acquisition
opportunities. However, the output in terms of
acquisitions completed, ebbs and flows depending
on the acquisition environment.
To achieve the Group’s objective of strong double
digit growth, acquisition spend of ca.£30m p.a.
is targeted.
Over the last three years, this target has been met,
with a total of ca.£90m invested in acquisitions.
These acquisitions have contributed 20% of 2016
Group revenues.
Except in the case of smaller bolt-on acquisitions,
the acquired companies maintain their distinct sales
and marketing identity and strong independent
management teams.
Where there are opportunities for synergies with
other Group businesses, these are managed in
larger business clusters.
Typically synergies within the business clusters
come in the following areas:
Cross-selling between the businesses
Joint purchasing between the businesses
Shared operational infrastructure and shared
back-office functions
By the third year post-acquisition, organic revenue
growth for the acquired businesses is typically
higher than the Group average and operating
margins have improved by 200-300bps on average.
These improvements in financial performance
ensure that the Group creates value through its
acquisition programme and maintains ROATCE
above the 20% threshold.
Diploma PLC Annual Report & Accounts 2016
11
What we get out
KPIs
The Group applies a consistent level of effort and
resources to identifying and developing acquisition
opportunities. However, the output in terms of
acquisitions completed, ebbs and flows depending
on the acquisition environment.
To achieve the Group’s objective of strong double
digit growth, acquisition spend of ca.£30m p.a.
is targeted.
Over the last three years, this target has been met,
with a total of ca.£90m invested in acquisitions.
These acquisitions have contributed 20% of 2016
Group revenues.
Acquisition spend (£m)
16
15
14
13
12
16.5
2.2
22.3
32.7
37.8
£22m p.a.
Five-year average
Revenue from acquisitions (%)
16
15
14
13
11
14
15
16%
Five-year average
20
21
Except in the case of smaller bolt-on acquisitions,
the acquired companies maintain their distinct sales
and marketing identity and strong independent
management teams.
12
Percentage of revenue from
acquisitions completed over
the last (rolling) three years
Where there are opportunities for synergies with
other Group businesses, these are managed in
larger business clusters.
Typically synergies within the business clusters
come in the following areas:
Cross-selling between the businesses
Joint purchasing between the businesses
Shared operational infrastructure and shared
back-office functions
By the third year post-acquisition, organic revenue
growth for the acquired businesses is typically
higher than the Group average and operating
margins have improved by 200-300bps on average.
These improvements in financial performance
ensure that the Group creates value through its
acquisition programme and maintains ROATCE
above the 20% threshold.
Adjusted operating margin (Δbps)
Improvement in adjusted
operating margin of
acquired businesses three
years after acquisition
200–
300bps
ROATCE (%)
16
15
14
13
12
21.1
23.9
25.8
25.8
26.6
25%
Five-year average
Business Model
Ess
tial Prod u c t s
n
e
s
s
E
e
n
t
i
a
l
S
o
l
u
t
i
o
n
s
Essential Va l u e
s
cquire
A
B
u
i
l
d
Grow
Growth Strategy
What we put in
Acquire
Clear business criteria have been established to
guide the Group’s acquisition programme:
• Fit with the Group’s business model
• Marketing led with strong customer relationships
• Secure supply of high quality, differentiated
products
• Capable management
The principal financial criteria are:
• Track record of stable, profitable growth and
cash generation
• Exceed post-tax IRR threshold of 13% to ensure
20%+ pre-tax return on investment
Build
Acquisitions are intended to give entry into new
but related markets and thereby extend the
reach of the existing businesses and bring new
growth opportunities.
The acquisitions we make are of businesses which
are already successful and with a good track record.
However, these businesses have typically reached
the point where additional resources are needed to
take them to the next level of growth.
Working with the management, we provide the
investment required to build a solid foundation to
allow the business to move to a new level of growth.
The investment we make in new acquisitions
will normally be in new facilities and IT systems,
increased but better managed working capital
and additional management resource.
Grow
Once the acquisition is integrated into the Group,
with a solid platform established, the focus is on
delivering stable, profitable growth.
The results of the Acquire, Build, Grow strategy
can be seen in the improving revenue growth
and operating margins post acquisition.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
12
Our Year in Review
Strong performance in
challenging markets
“The Group has delivered
strong performance
boosted by acquisitions
and a currency tailwind.”
In 2016, the Group has delivered a strong
performance with hard won underlying
organic growth across generally
challenging markets, boosted by a good
contribution from acquisitions and a
currency tailwind in the final quarter.
The Group’s revenues increased by
15%, with acquisitions completed
during this year and the incremental
impact from those completed last year,
contributing 8% to revenue growth.
Currency movements, on translation of
the results from overseas businesses
to UK sterling, contributed a further 4%
to revenue growth, driven principally by
the weakening of UK sterling in the last
quarter of the year following the UK’s
Brexit vote on Europe. After adjusting
for acquisitions and currency effects,
underlying revenues increased by 3%.
Adjusted operating margins remained
broadly in line with the first half of the
year at 17.2%, continuing to be impacted
by transactional currency effects in the
Healthcare businesses and initial dilution
from acquired businesses. The low
growth environment limited the potential
for operational leverage, but tight
management of working capital and
capital expenditure contributed to a very
strong free cash flow performance.
Sector performance
In Life Sciences, reported revenues
increased by 7%, with underlying
revenues increasing by 4% on a
constant currency basis. The Canadian
Healthcare businesses faced significant
budget pressures driven by the softer
economy. The good growth achieved
in the first half of the year against weak
comparatives, reversed in the second
half as comparatives became more
challenging. The Healthcare businesses
in Australia and Ireland also experienced
similar economic and budgetary
pressures but managed to deliver good
levels of growth through their positioning
in growing segments of the market. The
Environmental businesses delivered solid
GDP plus revenue growth and ended
the year with an improved order book.
In Seals, reported revenues increased
by 19%, with recent acquisitions
contributing 12% to revenue growth
and currency movements contributing
a further 6% to revenue growth.
After adjusting for acquisitions and
currency effects, underlying revenues
increased by 1%. In North America, core
Aftermarket seal and gasket revenues
were broadly flat. Strengthening of senior
management and new growth initiatives
are gaining traction and will position
the businesses to take advantage of
any increased activity and in particular,
potential Infrastructure investment
following the US election. Industrial OEM
revenues in North America reduced by
1% against the background of generally
slow industrial markets. The International
Seals businesses outside of North
America benefited from the acquisition
of WCIS and a full year contribution from
Kubo and delivered a 5% underlying
increase in revenues, with a particularly
strong performance from Kentek.
In Controls, reported revenues increased
by 16%, with the acquisitions of
Cablecraft and Ascome contributing
11% to revenue growth and currency
movements contributing a further 1%.
After adjusting for acquisitions and
currency effects, underlying revenues
increased by 4%, following strong
underlying growth in the second half
of the year, against less demanding
comparatives. The Interconnect
businesses delivered modest underlying
growth with strong performances in
Aerospace, Defence and Motorsport
markets offsetting weaker Industrial
markets. The Clarendon specialty
fasteners business is now managed on
a stand-alone basis and delivered strong
double-digit growth in sales to aircraft
seating and cabin interior manufacturers
and to Motorsport teams. Fluid Controls
delivered solid growth in revenues with
an upturn in refrigeration equipment
sales in the second half of the year.
Acquisitions and disposals
The total acquisition expenditure over
the last three years has been ca.£90m
and these acquisitions contributed
20% of the Group’s revenues in 2016.
During the year, the Group invested
ca.£33m in acquiring new businesses,
principally the acquisitions of Cablecraft
in the Controls Sector and WCIS
in the Seals Sector. Cablecraft is a
leading UK based supplier of cable
accessory products which broadens
the Interconnect portfolio and extends
the range of markets served. WCIS is a
supplier of gaskets, seals and associated
services which extends the Seals
business into the Australasia region.
At the end of the year, the Vantage
Healthcare business in Canada
completed the sale of its Medivators
endoscope reprocessor product line
for a gross consideration of £2.8m (net
consideration of £2.2m after expenses
of sale and integration costs). Vantage
has retained its other principal product
lines (ca.60% of Vantage revenues) and
is now managed as a division of the AMT
business. AMT and Vantage together
now form a strong Surgical Products
business in Canada, with integrated back
office and operational functions. Free
cash flow in the year also benefited from
the sale of three small legacy properties
for aggregate proceeds of £2.3m.
The Group’s strong balance sheet
and free cash flow provide the
resources to pursue further acquisition
opportunities which will enhance the
Group’s earnings growth in future
years. The Group’s pipeline for further
acquisitions remains encouraging.
Diploma PLC Annual Report & Accounts 2016 13
Sector Review
Life Sciences
Seals
% of Group revenue
29%
Geography1
57% Canada
30% Europe
13% Rest of World
% of Group revenue
44%
Geography1
56% North America
34% Europe
10% Rest of World
Customers
84% Clinical
10% Utilities
3% Chemical & Petrochemical
2% Life Sciences Research
1% Other Life Sciences
Customers
39% Industrial OEMs
24% Heavy Construction
19% Other Industrial
13%
Industrial Aftermarket
3% Dump & Refuse Trucks
2% Logging & Agriculture
Products
72% Consumables
18%
10% Service
Instrumentation
362Employees
Products
38% Seals & Seal Kits
18% Cylinders & Other
16% O-rings
11% Filters
11% Gaskets
6% Attachment Kits
803Employees
Controls
% of Group revenue
27%
Geography1
60% UK
31% Continental Europe
9% Rest of World
Industrial
Customers
32%
29% Aerospace & Defence
15% Food & Beverage
15% Motorsport
5% Energy & Utilities
4% Medical & Scientific
Products
42% Wire & Cable
19% Fasteners
13% Equipment & Components
12% Connectors
10% Control Devices
4% Other Controls
415Employees
Principal businesses
Diploma Healthcare Group (“DHG”)
a1-group
Principal businesses
Hercules Fluid Power Group (“HFPG”)
FPE Seals, Kentek, M Seals, Kubo, WCIS
Principal businesses
IS-Group, Filcon, Cablecraft, Clarendon
Hawco Group
1 By destination.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 14
Sector Review continued
Life Sciences
The Life Sciences Sector
businesses supply a
range of consumables,
instrumentation and
related services to
the healthcare and
environmental industries.
Healthcare
The Diploma Healthcare Group (“DHG”)
in Canada comprises two principal
operating businesses which supply to
the ca.600 public hospitals across the
country as well as to private clinics and
laboratories. Somagen Diagnostics
(“Somagen”) supplies a range of
consumables and instruments used in
the diagnostic testing of blood, tissue
and other samples in hospital pathology
laboratories. It is also a leading supplier
to the growing assisted reproductive
technology (“ART”) market. AMT
Surgical (“AMT”) supplies specialised
electrosurgery equipment and
consumables for use in hospital operating
rooms. AMT is also building a portfolio
of specialised surgical instruments and
devices used in minimally invasive (“MI”)
Surgery. Vantage Endoscopy (“Vantage”),
now managed as part of AMT, supplies
endoscopes and related consumables
and service, as well as therapeutic
devices utilised in GI Endoscopy suites
in hospitals and private clinics.
DHG operates in Australia and New
Zealand through Diagnostic Solutions
(“DSL”) and Big Green Surgical (“BGS”)
which are both located in Melbourne.
DSL and BGS focus on similar market
segments respectively to the Somagen
and AMT businesses in Canada, as well
as having similar product portfolios
with a number of common suppliers.
DHG extended its operations in October
2014 into Europe with the acquisition
of Technopath Distribution (“TPD”), an
established supplier of products to the
Biotechnology, Clinical Laboratory and
Medical Device markets in Ireland and the
UK. Similar to the other DHG businesses,
TPD focuses on specialised laboratory
diagnostics and specialty medical
device segments, again leveraging
a number of common suppliers.
Environmental
The a1-group is a supplier to
Environmental testing laboratories
and to Health & Safety engineers. The
a1-envirosciences business, based in
Germany, supplies a range of specialised
environmental analysers and a range
of containment enclosures for potent
powder handling. The a1-CBISS business,
based in the UK, supplies equipment and
services for the monitoring and control
of environmental emissions, as well
as a range of gas detection devices.
Principal operations
Healthcare
Somagen Diagnostics
AMT Surgical
Vantage Endoscopy
Big Green Surgical
Diagnostic Solutions
Technopath Distribution
Environmental
a1-CBISS
a1-envirosciences
Edmonton, AB, Canada
Kitchener, ON, Canada
Kitchener, ON, Canada
Melbourne, VIC, Australia
Melbourne, VIC, Australia
Ballina, Co. Tipperary, Ireland
Tranmere, UK
Düsseldorf, Germany
Revenue (£m)
(compound growth over five years)
Principal segments
Geography
+8% p.a.
16
15
14
13
12
11
109.9
103.1
91.4
93.2
78.4
74.4
83% Healthcare
17% Environmental
57% Canada
30% Europe
13% Australasia
Diploma PLC Annual Report & Accounts 2016 15
Market drivers
The DHG businesses in Canada supply
into areas of Healthcare which are
predominantly public sector funded.
Private sector funding in Canada,
representing ca.30% of healthcare
expenditure in Canada in 2015, is largely
focused on areas where DHG do not
participate, specifically dental, cosmetic
and eye surgery and pharmaceuticals.
The principal demand driver for
DHG is therefore the sustainable
level of Healthcare spending funded
by the Canadian Government.
The Canadian Healthcare industry is a
proven, long term growth environment
for medical device distribution. A
growing, ageing and well educated
population demands high standards
of service delivery, helping to ensure
ongoing growing demand; per capita
Healthcare spending in Canada is
ca.C$6,000, placing Canada in the top
20% of OECD countries. The Canadian
Health Act (“the Act”) ensures universal
coverage for all insured persons for all
medically necessary services provided
by hospitals, physicians and other
Healthcare providers. The Provinces
are responsible for the delivery of the
Healthcare services, but the Federal
Government controls delivery through
Federal Provincial transfer payments,
which represent the largest source
of revenues for the Provinces.
The relative stability and consistency
in funding by each of the Provinces,
guaranteed through the Act, ensures
that the market remains well funded
through the economic cycle. Over
many years, Healthcare expenditure
has grown steadily with annual
variations mostly dependent on the
periodic additional tranches of funding
provided by individual Provinces. In
periods when the economy is slower,
Healthcare funding has still shown
positive growth, albeit at reduced levels.
The Healthcare market in Australia
shares with Canada many of the
same attractive characteristics
for specialised distribution. While
privately funded Healthcare is more
prevalent in areas such as surgery
and laboratory testing, public sector
Healthcare funding is still large and
supported by a stable, resource based
economy. As with Canada, Australia
has a large geography to be covered,
low population density and purchasing
processes that vary by State. These
characteristics necessarily demand a
significant investment by manufacturers
in technical sales and service resource
which makes the specialised distribution
model more attractive as an efficient
way to serve the local markets.
Since 2014, the Canadian and
Australian economies have come
under significant pressure from the
falling oil price and reduced demand
for the countries’ natural resources.
This tougher economic environment
has resulted in greater pressure on
budgets throughout the Healthcare
systems in both countries. In such
periods, Healthcare funding is tightly
constrained through targeted controls
imposed on the number of laboratory
tests and operating procedures as well
as more rigorous tendering processes
for expenditure on capital equipment.
Even with such pressures, however,
Healthcare funding has shown positive
growth, with growth in total Healthcare
expenditure of ca.2% and ca.5%
respectively in Canada and Australia.
The principal market driver for the TPD
business is Healthcare funding in the
UK and Ireland. The total Healthcare
expenditure in the UK and Ireland is
ca.£200bn (of which the UK is ca.90%)
which represents ca.10% of combined
GDP. Of the total Healthcare expenditure,
ca.80% is provided by public funding
and 20% by private funding. Following
the 2009 recession, annual growth in
UK Healthcare expenditure has slowed
to low single-digit levels, compared
with average growth of 8% p.a. over
the previous decade. In Ireland,
Healthcare expenditure saw reductions
year-on-year between 2009 and 2013,
since when growth has resumed,
again at low single digit levels.
The a1-group supplies to customers
in the Environmental industry in
the UK, Germany and France. The
market demand is largely driven by
Environmental and Health & Safety
regulations and growth in recent years
has been driven by the need to be
compliant with a range of EU regulations.
Since market demand is driven by
regulation, this ensures reasonably
steady demand for essential consumable
products and services, though customers
may defer capital expenditure during
significant downturns in the economy.
Total Healthcare expenditure as a percentage of GDP
Canada
Australia
Sources: As below.
2011
2012
2013
2014
2015
11.3%
9.3%
11.3%
9.5%
11.2%
9.7%
11.1%
9.8%
10.9%
10.0%
Canadian Healthcare expenditure (C$bn) % growth
Australian Healthcare expenditure (A$bn) % growth
15
14
13
12
11
10
09
155.0
151.5
148.6
145.1
140.8
136.0
64.1
63.4
61.8
60.3
58.6
57.3
129.0
53.1
2.0%
2.1%
2.4%
3.0%
3.1%
6.1%
5.8%
15
14
13
12
11
10
09
108.2
104.8
100.4
99.3
53.4
49.8
46.6
42.6
91.2
40.4
84.9
36.8
78.7
35.7
4.5%
5.2%
3.5%
7.9%
8.1%
6.4%
10.5%
Public
Private
Public
Private
Source: Canadian Institute for Health Information.
Source: Australian Institute of Health & Welfare.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 16
Sector Review continued
Life Sciences
Sector performance
Reported revenues of the Life Sciences
businesses increased by 7% to
£109.9m (2015: £103.1m). Currency
movements, on translation of the
results from overseas businesses into
UK sterling, contributed 3% to revenue
growth; on a constant currency basis,
underlying revenues increased by 4%.
Gross margins in the Healthcare
businesses continued to be impacted on
a transactional basis by the depreciation
of the Canadian and Australian dollars
relative to the US dollar. Realised
exchange rates have stabilised in the
second half of 2016, but at a level ca.10%
below the average levels in 2015. Local
management has continued to work
closely with suppliers and customers
to obtain pricing support but overall
Healthcare gross margins reduced by
350bps compared to the prior year. The
opportunity to mitigate the transactional
currency effects through operating
cost management is now limited and
though Environmental margins have
improved modestly, Sector adjusted
operating margins have reduced by
260bps. Adjusted operating profits
reduced by 7% to £19.6m (2015: £21.0m).
The Life Sciences businesses invested
£1.9m in new capital during 2016 of
which £0.9m (2015: £1.9m) was spent
on acquiring field equipment for
placement in hospitals and diagnostic
laboratories. A further £0.6m was spent
on completing the refurbishment of the
new stand-alone leasehold facility for
the TPD business in Ireland and £0.4m
was spent on upgrading the general IT
infrastructure of the businesses in Life
Sciences. Free cash flow generated in
2016 increased by £3.4m to £19.0m of
which £2.2m related to the disposal
of the Medivators product line and
the balance arose from a reduction in
working capital and capital expenditure.
Healthcare
The DHG group of Healthcare businesses,
which account for 83% of Life Sciences
revenues, increased underlying
revenues by 3% in constant currency
terms; on translation to UK sterling,
reported revenues increased by 6%.
In Canada, DHG revenues were
broadly flat for the year as significant
budget pressures continued to be felt
throughout the Provincial Healthcare
systems, driven by the tough economic
environment. Revenue growth achieved
in the first half of the year against weak
comparatives was reversed in the
second half as comparatives became
more challenging. Reduced revenues
in the Somagen clinical diagnostics
business were broadly offset by growth
in revenues in the surgical products
businesses and in particular, strong
Vantage results in the GI segment.
Somagen’s consumable and service
revenues were broadly flat, but capital
revenues for the year reduced by
ca.40%. The core clinical diagnostics
business continued to be impacted by
the freeze in capital spending in Quebec
while the Province completes both the
creation of integrated Health Centres
under its “Bill 10” legislation and the
Optilab reorganisation programme
which is designed to achieve cost
savings and efficiencies through
consolidation of Quebec’s public medical
laboratories. Growth was also impacted
by the introduction of stricter patient
testing criteria in Alberta’s colorectal
screening programme, increasing the
age threshold for eligibility and thus
constraining the number of patient
tests. To counter these headwinds,
Revenue
£109.9m
Revenue
Adjusted operating profit
Adjusted operating margin
Free cash flow
ROATCE
2016
2015
£109.9m £103.1m
£19.6m £21.0m
17.8%
20.4%
£19.0m £15.6m
17.7%
21.1%
Somagen has generated good revenue
growth from its successful a1c diabetes
testing programme and has continued
to invest in new product introductions
designed to broaden Somagen’s product
portfolio in new growth segments.
AMT continued to face pricing pressures
in its core electrosurgery business from
the tender and evaluation processes
introduced by Provincial shared services
organisations and national group
purchasing organisations. AMT has
responded by introducing a broader
product portfolio, providing customers
with more options in major tender
awards. AMT has also achieved strong
double-digit growth in the supply of
specialised surgical instruments and
devices used in laparoscopic and other
minimally invasive surgical procedures.
In particular, strong growth in new
surgical segments has been achieved
with products sourced from new
suppliers which have been added in
recent years. These revenues have
mitigated the revenue reductions
from smoke evacuation products
and electrosurgical accessories.
Vantage delivered good growth across
its consumable product lines including
argon plasma probes, endoscope
reprocessor chemicals and other
GI Endoscopy accessories, including
specialised instruments and devices.
Results were also boosted by strong
growth in revenues across all of
Vantage’s core capital equipment product
lines; this strong performance was
against a weak prior year comparative
which was constrained last year by
delayed capital budget approvals.
In late September 2016, Vantage
completed the sale of its Medivators
endoscope reprocessor product line to
Cantel Medical Corporation (“Cantel”) for
a gross consideration of £2.8m. Cantel,
through its subsidiary Medivators, had
been the supplier of these products to
Vantage and consistent with its global
strategy, had decided to establish a
direct operation in Canada to market
and sell the Medivators products
alongside other Cantel product lines. In
addition to purchasing the assets and
liabilities of the Medivators product
line, Cantel also took on the Vantage
facility lease and a large proportion of
the Vantage operational employees.
Diploma PLC Annual Report & Accounts 2016 17
Vantage has retained its other principal
product lines (ca.60% of Vantage
revenues) and the related key commercial
and clinical staff. From the start of
the new financial year, Vantage is now
being managed as a division of AMT,
with integrated warehousing, logistics
and back office functions. AMT and
Vantage together now form a single,
strong Surgical and GI specialty medical
device business in Canada with the
opportunity to gain good operational
leverage from its increased scale.
The TPD performance was achieved in a
year when it completed a major facility
move, with the accompanying disruption
to operations. In January 2016, TPD
consolidated and relocated its operations
into an adjacent leased building, which
had been refurbished and fitted out to
meet TPD’s requirements at a total cost
of £0.8m. This new facility consolidated
a number of fragmented, less efficient
operations into a single facility and
provides significant capacity to support
DHG’s growth ambitions in Europe.
In Australia, the Healthcare sector has
experienced similar economic and
budget pressures to Canada, but has
the added capacity of private Healthcare
spending to offset some of the economic
constraints. Against this background,
the BGS and DSL businesses have
increased revenues by 15% in local
currency terms. BGS continued to grow
surgical product revenues strongly,
with smoke evacuation programmes in
existing and new accounts continuing to
provide the main driver for growth. There
was also a steady sales performance
in electrosurgical grounding pads,
laparoscopic electrodes and the
enzymatic products acquired from
Chemzyme as the product portfolio
continues to grow. DSL has also achieved
double-digit revenue growth in its clinical
diagnostic products business, with the
growth driven by capital equipment sales,
in particular of capillary electrophoresis
instruments used in testing for multiple
myelomas and diabetes. Consumable
product sales were broadly flat, reflecting
softer prior year capital equipment
sales, which is the key demand driver
for consumable product revenues.
The TPD business is an established
supplier to the Healthcare and
Biotechnology markets in Ireland and the
UK, acquired by DHG in October 2014.
TPD delivered a second year of good
revenue growth since acquisition, with
growth in Healthcare driven by laboratory
quality controls in the clinical diagnostic
segment of the hospital laboratory
market. There has also been significant
growth in TPD’s sales of specialty medical
devices used in the interventional
cardiology and digestive health areas of
the hospital market. The Biotechnology
product portfolio delivered good
revenue growth in both consumables
and capital equipment, all associated
with rapid microbial identification and
used in industrial laboratories across the
Pharmaceutical, Food and Water sectors.
Environmental
The a1-group of Environmental
businesses in Europe, which account
for 17% of Life Sciences Sector
revenues, saw revenues increase by
5% in constant currency terms.
The a1-envirosciences business based in
Germany increased revenues by 13% in
Euro terms and ended the year with an
improved order book. The strong growth
was driven by demand for containment
enclosures for the safe weighing of
hazardous materials, particularly from
Petrochemical and Pharmaceutical
industry customers in Germany. The
sales of high end elemental and trace
analysers also continued to grow,
with the range of mercury analysers
seeing increasing demand.
The a1-CBISS business based in the
UK saw revenues reduce by 1% with
stable revenues from long term service
contracts, but reductions in revenues
from continuous emissions monitoring
systems (“CEMS”). This sector remains
buoyant with new Biomass and Energy
from Waste (“EFW”) plants an important
part of the UK’s energy portfolio,
but competition is increasing in new
sites built by major EPC contractors.
a1-CBISS is responding by focusing
on replacement systems and owner-
operator sites where its specialist
knowledge and customised software
solutions give competitive advantage.
The gas detection sector had a weak
first half, as the slowdown in sales to Oil
& Gas customers continued to impact
activity levels, but recovered strongly in
the second half. Revenues from service
contracts, across both Environmental
businesses, continue to grow with each
capital installation and now represent
a third of the combined revenues.
Highlights from
the year
• Sector revenue growth of 7%;
underlying growth of 4% after
adjusting for currency
• In Canada, DHG revenues
broadly flat with growth in
Surgical Products offsetting
reduced capital spend in
Clinical Diagnostics; Vantage
sold Medivators product line
for £2.8m in September 2016
• In Australia, strong growth
despite similar economic and
budget pressures to Canada
• TPD in Ireland and the UK
delivered a second year of
good growth since acquisition;
facility investment provides
significant capacity to support
DHG’s growth in Europe
• Environmental businesses
showed steady growth and
ended the year with an
improved order book
Potential for growth
• Increase share of specialised
segments of Healthcare
markets in Canada and
Australia
• Build presence in the UK and
Ireland from TPD base and
explore opportunities more
broadly in Europe
• Extend into other specialised
medical disciplines with new
products and technologies
• Continue to develop product
and geographic spread of
Environmental businesses
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 18
Sector Review continued
Aftermarket
The Aftermarket businesses supply
sealing and associated products to
support a broad range of mobile
machinery in applications which include
Heavy Construction, Mining, Logging,
Agriculture, Material Handling (lift trucks,
fork lifts and dump trucks) and Refuse
Collection. The products are generally
supplied on a next day delivery basis and
are used in the repair and maintenance
of equipment after it has completed its
initial warranty period or lease term, or
has been sold on in the pre-used market.
The main customers are machinery
and cylinder repair shops, engine and
transmission rebuilders and other
heavy equipment parts distributors.
The Aftermarket businesses also supply
products to end users operating process
plants within the Mining, Oil & Gas,
Pharmaceutical, Chemical, Food and
Energy sectors, where products are
required to support Maintenance, Repair
and Overhaul (“MRO”) operations.
Industrial OEM
The Industrial OEM businesses supply
seals, gaskets, O-rings and custom
moulded and machined parts to a
range of Industrial OEM customers.
Principal operations
North America (HFPG)
The businesses work closely with
customers to select the most appropriate
seal design, material and manufacturer
for the application, provide technical
support and guidance during the
product development process and
deliver the logistics capabilities to
supply from inventory to support small
to medium sized production runs.
Market drivers
In North America (where ca.60% of
Sector revenues are generated), the
principal market driver for both the
Aftermarket and Industrial OEM Seals
businesses is the growth rate in the
general industrial economy. In 2016, the
US economy is forecast to show annual
GDP growth of 1.8% (2015: 2.4%), driven
primarily by strong consumer spending.
US industrial production contracted in
2016 which was largely attributable to
continued headwinds in the Oil & Gas,
Mining, and Heavy Equipment sectors.
In Canada, 2016 GDP growth is
forecast to increase to 1.7% (2015:
1.2%) as Oil & Gas and Mining sectors
are expected to improve and non-
commodity, export-driven industries
remain competitive. In general, the
Aftermarket
Hercules Bulldog
Hercules Canada
HKX
Industrial OEM
All Seals
J Royal
RT Dygert
International
FPE Seals
Kentek
M Seals
Kubo
WCIS
Clearwater & Tampa, FL, US
Barrie, ON & Dorval, QC, Canada
Monroe, WA, US
Lake Forest, CA & Houston, TX, US
Clemmons, NC & Tallassee, AL, US; Shanghai, China
Minneapolis, MN, Chicago, IL & Seattle, WA, US
Darlington, UK; Breda, The Netherlands
Helsinki, Finland; St. Petersburg, Russia; Riga, Latvia
Espergaerde, Denmark; Halmstad, Sweden; Beijing, China;
Gateshead, UK
Effretikon, Switzerland; Linz, Austria
Perth & Brisbane, Australia; Noumea, New Caledonia
Principal segments
Geography
31% North America Aftermarket
56% North America
34% Europe
28% North America Industrial OEM
10% Rest of World
41% International
Seals
The Seals Sector
businesses supply a
range of seals, gaskets,
filters, cylinders,
components and kits
used in heavy mobile
machinery and
specialised industrial
equipment.
Revenue (£m)
(compound growth over five years)
+16% p.a.
16
166.6
15
14
13
12
11
139.6
119.8
106.1
99.9
80.0
Diploma PLC Annual Report & Accounts 2016
19
economic conditions in the South and
Central American economies served
by the North American Aftermarket
businesses have remained challenging.
In the Aftermarket businesses,
activity and spending levels in the US
Construction sector are important, since
this market accounts for over 50% of
Aftermarket Seals revenues. Statistics
on total US Construction spend include
non-residential and infrastructure
spend, as well as residential housing
activity. Overall US Construction
spend has continued to rise through
2016 as contractors completed the
build-out phases of construction
projects. Additionally, housing starts
in the US are forecast to increase to
1.2m from 1.1m in the prior year.
Unit sales in the US of Construction
Equipment (defined as heavy mobile
equipment including excavators above
14 tonnes, crawler dozers and wheeled
loaders) is important as a medium term
indicator for Hercules’ replacement
hydraulic seals activities, as the new
heavy equipment will move out of the
dealer warranty period in the following
years. It is also a good short term
indicator for the HKX attachment kit
business. During 2015 and the first half
of 2016, the demand for new equipment
has remained flat as the general
machine population is relatively new
and equipment, previously used in the
Oil & Gas and Mining sectors, continues
to be released back through auction
houses into the Construction sector.
Contractors are also opting more for the
rental model for their equipment needs.
For the Industrial OEM Seals businesses,
the most appropriate indicator is the
Industrial Production Index, which is
forecast to contract slightly in 2016
after being essentially flat during
2015, as the stronger dollar and a
continued slowdown in the natural
resources sector offset stronger
domestic consumer demand.
The International Seals businesses
operate in a range of countries and
diverse market sectors and each has
its own specific market drivers. The
most relevant market drivers and
indicators are therefore the general
GDP growth and the Industrial sector
performance for each territory in
which the businesses operate.
In the UK, economic growth is forecast
to remain flat in 2016 at ca.1.8% (2015:
1.8%). The weakened UK sterling is
giving short term benefits to exporters,
but this is offset by uncertainty over
the terms of any future EU trade deal
which has led to investment decisions
being postponed or deferred.
US construction spend (US$bn)
600
500
400
300
200
100
08
09
10
11
12
13
14
15
Source: Cyclast Intercast.
US construction equipment units (’000)
60
50
40
30
20
10
0
08
09
10
11
12
13
14
15
Source: Cyclast Intercast.
US industrial production index
120
110
100
90
80
07
08
09
10
11
12
13
14
15
16
Source: US Federal Reserve (seasonally adjusted).
In Continental Europe, the individual
economies have remained variable in
2015 and 2016, driven by a number of
contributing economic and geopolitical
factors. Overall European GDP growth in
2016 is forecast to remain flat at ca.1.9%
(2015: 2.0%) but has slowed following
the UK referendum on EU membership
(“Brexit”). The European economies have
also been affected by the EU and US
sanctions against Russia and reductions
in exports as a result of the continuing
fragility in the global economy.
In Australia, the economy has been
adversely affected by the downturn in
the Mining sector, which contracted by
7.4% during 2014 and has continued
to decline in 2015. Despite this, overall
Australia GDP grew by 2.5% in 2015 (2014:
2.7%), predominantly due to growth in
the service sector of the economy.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
20
Sector Review continued
Seals
Sector performance
Reported revenues of the Seals
businesses increased by 19% to £166.6m
(2015: £139.6m). The Seals acquisitions
completed during last year (Kubo and
Swan Seals), along with the first year
contribution from the WCIS acquisition
(completed in October 2015), added
12% to Sector revenues. Currency
movements, on translation of the
results from overseas businesses to
UK sterling, contributed a further 6% to
Sector revenues. After adjusting for these
acquisitions and for currency effects,
underlying revenues increased by 1%.
Continued progress was made
during the year in building a more
substantial presence outside North
America through a combination of
organic growth and acquisition. The
International Seals businesses based
in the EMEA and Australasia regions,
contributed £68.2m to Seals revenues
in the year (2015: £47.3m) and now
account for ca.40% of Sector revenues.
Across the Seals businesses, gross
margins continued to be resilient,
underpinned by the business model of
superior product availability and added
value technical services. The acquired
businesses joined the Group with strong
gross margins but with higher operating
cost ratios and therefore lower initial
operating margins. As a result, adjusted
operating margins for the Sector reduced
by 90bps to 16.9% (2015: 17.8%) and
adjusted operating profits increased
by 14% to £28.2m (2015: £24.8m).
During the year, £1.4m was invested in
the Seals businesses, including an initial
payment of £0.5m for the construction
of a new facility for J Royal, close to their
existing location in North Carolina; the
total cost is expected to be ca.£2.5m.
On completion of this project (scheduled
for April 2017), the facility will be sold
Revenue
£166.6m
Revenue
Adjusted operating profit
Adjusted operating margin
Free cash flow
ROATCE
and leased back to the business. A
further £0.5m was invested in new
machinery and tooling, including two
new seal cutting machines for the
International Seals businesses and a new
crane in WCIS. In addition, £0.4m was
invested in IT infrastructure, including
a substantial upgrade to the ERP
information systems in Hercules Bulldog.
The free cash flow generated in this
Sector, which is after these investments,
increased by over 40% to £24.9m
reflecting both a full year contribution
from the acquired businesses and a
large reduction in working capital.
North American Seals
The North American Seals businesses,
which account for ca.60% of Seals
Sector revenues, saw revenues decrease
by 2% on a constant currency basis
against strong prior year comparatives.
On translation to UK sterling, reported
revenues increased by 7% due to the
strengthening of the US dollar.
The HFPG Aftermarket businesses
reported revenues 3% below last
year in US dollar terms, with the core
Hercules Bulldog seal and gasket
revenues broadly flat against the prior
year, but with a substantial reduction
in HKX attachment kit revenues in an
excavator market which continued to
be depressed for most of the year.
In the domestic US market, Hercules
Bulldog revenues were constrained
by sluggish activity in the Heavy
Construction sector, in particular
in the resource dependent States.
However, positive trends have started
to develop in the Repair and Distributor
segments and the revenue declines
earlier in the year were reversed by
the year end. Sales and marketing
resources have been strengthened
and specific growth initiatives continue
to gain traction, including the sale of
seal kits to large national rental fleets
and contractors through dedicated
buying portals. Additional business
development focus has also been given
to government customers, national
accounts and speciality distributors.
Additional new product lines have been
introduced, including lifting slings and
aftermarket cylinders for skid-steer
equipment. Online revenues through
Webstore continue to increase and
2016
2015
£166.6m £139.6m
£28.2m £24.8m
16.9%
17.8%
£24.9m
£17.8m
20.1%
23.7%
now account for ca.20% of domestic
US Aftermarket seal revenues.
In Canada, Hercules revenues increased
by 3% in Canadian dollar terms despite
unfavourable market conditions in the
Mining, Quarrying and Oil & Gas sectors.
The resulting economic conditions
favour the repair market, which has
helped drive revenue growth, along
with sales of new products added to
the 2016 catalogues in the first half of
the year. Orders from hydraulic cylinder
manufacturing customers have been
relatively flat, mainly as a result of
shifting customer demand, rather than
significant gains or losses of business.
In markets outside North America,
Hercules Bulldog export revenues
recovered in the second half and finished
the year showing 3% growth. Strong
growth in Mexico and Central America
more than offset declines in resource
dependent South American markets.
The HKX attachment kit business
experienced a continuing, significant
reduction in revenues reflecting the
depressed market for new excavators
in the US and Canada and the surplus of
heavy mobile equipment. The increased
proportion of factory installed kits
continues to impede HKX’s standard
kit sales, but HKX is responding by
marketing lower cost entry level kits
which are upgradeable to provide a
more complete range of capabilities.
With equipment rentals and leases
growing to 50% of new machine sales,
HKX is also focusing its sales effort
on kit programmes to support the
dealer rental and lease operations.
The HFPG Industrial OEM businesses
in North America saw revenues reduce
by 1% against a background of generally
slow industrial markets. J Royal delivered
another year of solid growth, with
good demand from its water meter and
swimming pool equipment customers
offsetting reduced demand from gas
boiler, fuel management and filtration
customers. RT Dygert and All Seals,
which now share sales management
and product development resources,
saw revenues reduce by 3% against
the prior year. RT Dygert generated
good GDP plus levels of growth with
its core industrial OEM accounts and
distribution customers. However, these
gains were more than offset by reduced
sales to cylinder manufacturers as their
businesses lost share to lower priced
offshore suppliers and with reduced
sales to catalogue distributors reflecting
the weaker industrial markets. All Seals
generated growth from customers in
the Water and Medical sectors, but this
growth was offset by reduced revenues
in Aerospace, Oil & Gas and general
Industrial OEMs and distributors.
Diploma PLC Annual Report & Accounts 2016
21
The Industrial OEM businesses continue
to respond to the overall low growth
environment by maintaining strong
relationships with core industrial
equipment customers, ensuring
high levels of customer service in
support of existing projects, as well as
offering more specialised material and
product specifications to secure new
projects. In particular, the businesses
continue to look for opportunities
to deploy higher specification,
regulatory-compliant compounds for
industries including Pharmaceutical,
Water and Food equipment and
for fuel dispensing applications.
International Seals
The International Seals businesses in
the EMEA and Australasia regions, now
account for ca.40% of Sector revenues
and increased revenues by 5% on an
underlying basis, after adjusting for
currency effects and acquisitions.
The FPE Seals business increased
revenues by 3% in UK sterling terms
and continued to develop a more
substantial, broader-based Aftermarket
Seals business. At the beginning of the
year, FPE Seals became fully operational
from its new facility in Darlington in the
UK, which is now the core operational
hub for further expansion across the
EMEA region. FPE Seals also has a small
operation in the Netherlands which it
has used as an initial pilot for the launch
of the Webstore e-commerce solution.
Following the relocation of the Bulldog
operation to Tampa in September 2015,
FPE experienced some product shipment
delays in the first half of the year; the
back orders were recovered in the second
half to improve full year revenues. Swan
Seals in Aberdeen has been impacted
by the low oil price environment,
but again showed some second half
improvement in activity levels.
Kentek increased revenues by 16% in Euro
terms and continued to respond well to
the challenging economic conditions
in Russia and Finland, under pressure
from lower global demand in the Oil &
Gas and Mining sectors and from the
negative impact of economic sanctions
on Russia. Despite these challenges
and further weakness of the Russian
rouble, Kentek delivered strong revenue
growth in Russia, with good revenue
increases from its newer sales offices.
Kentek also benefited from increased
investment by the Russian government
in the Agricultural and Manufacturing
sectors and has won a number of
tenders with key Mining customers. In
Finland, new management has given
additional structure and impetus to the
sales efforts which have re-established
revenue growth. During the period,
Kentek introduced a new own-branded
filter range which is now gaining traction.
M Seals increased revenues by 1% in
local currency terms with strong revenue
growth in the core markets of Denmark
and Sweden, where M Seals has built
on its strong customer relationships to
develop a number of major new projects.
This growth was offset by reduced
revenues from the M Seals operations
in the UK which have been impacted
by cut-backs in the Oil & Gas sector,
particularly in the first half of the year.
In the second half, there has been some
recovery in demand and M Seals has
seen some initial benefit from increasing
sales efforts to specialised Industrial
OEMs in other sectors of the UK market.
Kubo revenues decreased by 2% on a
like-for-like basis (Swiss franc terms,
including pre-acquisition revenues) as it
faced challenging market conditions in
its core industrial market in Switzerland.
The strong Swiss franc (following its
decoupling from the Euro in 2015)
has made Swiss manufacturers less
competitive in export markets and
some have relocated production outside
Switzerland. Against this background,
Kubo has made progress in taking
market share from competitors through
sales initiatives, technical support and
responsiveness. Kubo management has
also focused on improving operational
efficiency and expanding value adding
activities. During the year, Kubo invested
in a new seal machining centre to
enable the business to respond quickly
to urgent customer requirements for
specialised seals, as well as replacing
externally sourced products.
In October 2015, the Group completed
the acquisition of WCIS, a supplier of
gaskets, seals and associated products
and services located in Australia and New
Caledonia. WCIS has core capabilities in
gaskets and mechanical seals, used in
complex and arduous applications. Since
its acquisition, WCIS core customers in
the Mining sector, as expected, have
faced difficult market conditions and
this has held back revenues. However,
progress has been made in Australia
in strengthening the team to broaden
sales coverage across a wider range
of market sectors. In New Caledonia,
WCIS signed new three-year contracts
with its major customer for the
provision of products and services.
Highlights from
the year
• Sector revenue growth of 19%
with acquisitions contributing
12%; underlying growth of 1%
after adjusting for currency
and acquisitions
• In North America, core
Aftermarket seal and gasket
revenues broadly flat
• Strengthening of senior sales
and marketing management
and new growth initiatives
gaining traction
• Industrial OEM revenues
in North America reduced
by 1% against background
of generally slow
industrial markets
• International Seals businesses
in EMEA and Australasia now
ca.40% of Sector revenues.
Underlying revenues increased
by 5%, with a strong
performance by Kentek
Potential for growth
• Continue to gain share in
Aftermarket Seals in North
America through superior
marketing and product
development
• Build and expand group of
Industrial OEM Seals
businesses in North America
• Build larger, broader-based
Seals business in the EMEA
and Asia Pacific regions
• Explore opportunities more
broadly in industrial
distribution in North America
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 22
Sector Review continued
Controls
The Controls Sector
businesses supply
specialised wiring,
connectors, fasteners
and control devices used
in a range of technically
demanding applications.
Interconnect
The IS-Group, Filcon, Cablecraft and
Clarendon businesses supply high
performance interconnect products used
in technically demanding applications in a
range of industries including Aerospace,
Defence, Motorsport, Energy, Medical,
Rail and Industrial. Products include
electrical wiring, protective sleeving,
connectors and harnessing products,
aerospace-quality fasteners, seals,
customised assemblies and kits. A range
of value adding activities enhances the
customer offering, including marking of
protective sleeves, customised labelling
solutions, cut-to-length tubing, kitting,
connector assembly and prototype
quantities of customised multi-core
cables. There is also a range of internally
manufactured products, including
flexible braided products for screening,
earthing and lightning protection,
power shunt connectors, multi-core
cables, cable markers, sleeving and
trunking and specialty fasteners.
Fluid Controls
The Hawco Group businesses supply
a range of fluid control products used
broadly in the Food & Beverage sectors,
in applications including food retailing
Principal operations
and transportation, catering equipment,
vending machines, coffee brewing,
pure water and water cooling systems.
Products include fluid controllers,
compressors, valves, temperature and
pressure measurement devices and
specialised vending and liquid dispensing
components. The customer offering
is enhanced by value adding services
including kitting for production line
flow and the repair and refurbishment
of soft drinks dispensing equipment.
Market drivers
Industrial economic background
The Controls businesses focus on
specialised, technical applications in a
range of industries, with over 90% of
Sector revenues generated in the UK and
Continental Europe (principally Germany).
The background market drivers are
therefore the growth of the industrial
economies in the UK and Germany.
A good indicator of the health of the UK
industrial economy is the UK Index of
Production. Following the 2009 recession,
gains in 2010 were reversed in 2011 and
2012 and since then there has been slow,
steady growth. However, the index is still
some 10% below pre-recession levels
Interconnect
IS-Group
IS-Rayfast
IS-Cabletec
IS-Sommer
IS-Connect
Filcon
Cablecraft
Clarendon
Fluid Controls
Hawco Group
Swindon, UK
Weston-super-Mare, UK
Stuttgart, Germany
Indianapolis, IN, US
Munich, Germany
Houghton Regis, Tewkesbury & Plymouth, UK
Leicester, Swindon & Totnes, UK
Guildford, Bolton & Faringdon, UK
Revenue (£m)
(compound growth over five years)
Principal segments
Geography
+7% p.a.
16
106.1
91.1
94.6
15
14
13
12
11
86.2
81.9
76.2
76% Interconnect
24% Fluid Controls
60% UK
31% Continental Europe
9% Rest of World
Diploma PLC Annual Report & Accounts 2016
23
and economic growth is more driven
by the Services and Retail sectors.
In Germany, the Production Sector
Output index tracks a strong period
of recovery through 2010 and 2011,
since when it has slowly increased and
is now back to pre-recession levels.
Specific industry drivers – Interconnect
Although influenced by the general
industrial economic cycles, there
are also more specific drivers within
the main market segments served
by the Interconnect businesses.
The Civil Aerospace market continued
to grow steadily with growth in World
Passenger Traffic averaging over 6%
p.a. over the last five years and with
continuing strong order books at
Boeing, Airbus and the manufacturers
of smaller, regional aircraft. There is a
trend towards replacing ageing fleets
with more fuel efficient wider bodied
aircraft and there is increased activity
in the cabin interiors market where the
wide range of complex seating and
entertainment systems is driving growth.
The Defence market in the UK has shown
some early signs of recovery, prompted
by the military operations in Syria and
Iraq, the emergence of new perceived
threats and the UK commitment to
maintain the NATO spend target of 2%
of GDP through to 2020. In Germany,
the government has also committed
to increased defence spending in
response to the same drivers.
In Motorsport, demand is impacted
by the number of Formula 1 races and
teams (both of which increased in the
2016 season) and development work
related to technology and rule changes,
which were limited in 2016 but with
additional changes expected in 2017.
The Formula E series continues to gain
momentum but the relative spend in this
series is low compared to Formula 1.
In the UK, investment in Rail
infrastructure continues with more
than £25bn committed in the five years
to 2019 for major projects including
Crossrail and the Thameslink and Great
Western upgrades. More generally UK
infrastructure investment is expected
to increase with particular focus
on utilities, transportation and IT/
communications. In Germany, electricity
generation and distribution remains a
positive sector as the responsibility for
the local supply of electricity continues
to be returned to cities and towns.
Specific industry drivers – Fluid Controls
The Fluid Controls businesses generate
over 60% of their revenues from the Food
& Beverage sector in the UK. In Food
UK index of production (value)
120
110
100
90
80
07
08
09
10
11
12
13
14
15
16
Source: UK Office for National Statistics.
Calendar and seasonally adjusted, reference year 2013 = 100.
German production sector output (including construction)
120
110
100
90
80
08
09
10
11
12
13
14
15
16
Source: Deutsche Bundesbank.
Calendar and seasonally adjusted, reference year 2010 = 100.
Revenue
passenger km
growth rate
6.9%
6.0%
5.5%
5.3%
6.6%
8.0%
–1.0%
World passenger traffic (annual growth rate)
15
14
13
12
11
10
09
Source: International Civil Aviation Organisation.
Retailing, there continue to be significant
structural changes which are impacting
segment growth rates including the trend
away from major out-of-town stores to
convenience stores and the increase in
home delivery. These trends are driving
demand for smaller, more energy efficient
components as supplied by Hawco.
The Coffee market sector continues
to grow and the UK retail coffee
market has reached over £1bn p.a.
Abbeychart supplies both the coffee
machine manufacturers and the
Aftermarket sector, predominately
in the UK but also in Europe.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 24
Sector Review continued
Controls
Sector performance
Reported revenues of the Controls
businesses increased by 16% to £106.1m
(2015: £91.1m). The acquisitions of
Cablecraft and Ascome, acquired in the
first half of the year, added 11% to Sector
revenues and currency movements
contributed a further 1% to Sector
revenues on translation to UK sterling.
On an underlying basis, after adjusting for
these acquisitions and currency effects,
underlying revenues increased by 4%,
following strong underlying growth in
the second half of the year (9% increase)
against less demanding comparatives.
Adjusted operating margins increased
by 100bps to 16.9% (2015: 15.9%). Gross
margins strengthened in the IS-Group
and Clarendon businesses, offsetting
margin pressure in the Hawco Group,
while operating costs as a percentage of
revenue remained broadly stable across
the Controls businesses. The stronger
operating margins of the newly acquired
Cablecraft business also contributed to
the improvement in the Sector average.
Adjusted operating profits increased
by 23% to £17.9m (2015: £14.5m).
Capital expenditure in this Sector
remained modest at £0.4m (2015: £0.3m).
The focus on developing Clarendon
as a stand-alone Specialty Fasteners
business led to £0.2m being invested
in establishing a separate warehouse
and offices for this business within the
existing IS-Group facility in Swindon.
A further £0.1m was invested in new
tooling in Sommer and Cablecraft
and £0.1m was spent on the general
IT infrastructure across the Controls
businesses. Free cash flow increased
strongly to £16.4m reflecting stronger
trading, including the additional
contribution from Cablecraft and a
modest reduction in working capital.
Revenue
£106.1m
Revenue
Adjusted operating profit
Adjusted operating margin
Free cash flow
ROATCE
Interconnect
The Interconnect businesses account
for 76% of Sector revenues and
reported a revenue increase of 21%
in UK sterling terms. After adjusting
for the Cablecraft and Ascome
acquisitions and for currency effects,
underlying revenues increased by 4%.
The IS-Group businesses in the UK and
US saw revenues increase by 2%, with a
strong performance in the second half
of the year more than compensating for
the revenue decline in the first half. In
response to the generally low growth
environment in its industrial markets,
sales resources were realigned to focus
on sectors and customer accounts with
the highest growth potential. Further
business development programmes were
also introduced and contributed to the
improving trend in the second half of the
year. Investments have also been made
in developing digital media capabilities
and in positioning the IS-Group as the
supplier of choice for the full range of
specialist cable harnessing components.
In Defence, general activity levels
in electrical harnessing customers
increased and the IS-Group benefited
from specific programmes, including
wiring and harness components
supplied to the Scout/AJAX armoured
fighting vehicle programmes and
from communication cables used on
submarines. In Aerospace, the IS-
Group again benefited from a generally
buoyant market, boosted by specific
projects, including braided assemblies
installed on Airbus A350 fuel pipes.
In Motorsport, activity benefited from
additional races in the Formula 1 race
schedule and increased investment
from Toro Rosso and Renault, as well
as from the new entrant Haas and the
rebranded Manor Racing team. The
IS-Group has also been closely involved
with the 2017 America’s Cup series, with
products widely specified in the Test
Boats and now also confirmed in the
build programmes for the Race Boats.
In the US, strong growth was achieved
in its core Motorsport business, as
well as related Industrial markets.
Industrial markets in the UK continued
to be challenging with Energy revenues
in particular showing a significant
reduction, driven by the cut-backs
in the Oil & Gas industry which have
impacted sales of harness components
to sub-sea cable manufacturers and
other Oil & Gas markets. In Continental
Europe, a competitive market saw
sales to other sub-distributors reduce
significantly in the first half of the
year, but stabilise at this lower level
in the second half of the year.
In Germany, IS-Sommer and Filcon
reported a 3% increase in revenues
in local Euro terms. Strong revenue
growth in the Energy and Motorsport
markets compensated for a weaker
performance in Aerospace & Defence,
while Industrial markets showed
modest growth in line with the general
industrial economy in Germany.
In the Energy sector, IS-Sommer has
a strong and growing position in the
supply of products used in the repair and
maintenance of the low and medium-
voltage electricity network. Demand for
these products has been strong as 2016
has been an assessment year for the
German power network which typically
triggers a cyclical round of investments;
weather conditions have also been
favourable. IS-Sommer has increased its
share of this growing market by offering
good stock availability, experienced
technical sales support and competitive
pricing based on its purchasing power.
In Motorsport, Filcon achieved strong
growth in the supply of specialist
connectors to leading teams in a range of
racing series; Filcon has the distinction of
being the preferred supplier to the World
Champions in the Formula 1, Le Mans
24 hour and World Rally Championship
series. Increased activity is being seen
in the Defence and Military Aerospace
sector in Germany, where there is
growing pressure on Germany to upgrade
its military capabilities. The increased
activity did not translate into firm orders
until later in the year, but both Filcon
and IS-Sommer will carry strong order
books into the new financial year.
2016
2015
£106.1m £91.1m
£17.9m £14.5m
16.9%
15.9%
£16.4m £11.4m
28.9%
30.5%
Diploma PLC Annual Report & Accounts 2016 25
In February 2016, Filcon completed
the acquisition of Ascome, a small
distributor of specialist connectors into
the Defence and Industrial markets
in France. This acquisition provides
greater presence for Filcon’s operations
in France, provides credible access to
the French Defence sector and gives
access to new products and suppliers.
In March 2016, the Group completed
the acquisition of Cablecraft, a leading
supplier of cable accessory products
which are used to identify, connect,
secure and protect electrical cables;
own-branded and manufactured
products account for ca.80% of
revenues. In addition to broadening
the Interconnect product portfolio, the
acquisition has also extended the range
of markets served. Cablecraft supplies
to wholesalers and distributors serving
electrical contractors in the Construction
market and end users in the Rail
industry, including signalling equipment
specialists. The company also supplies
to end users in the Industrial sector,
including electric panel builders and
contractors providing installation services
to the Energy and Utilities sectors.
The Clarendon specialty fastener and
component business increased revenues
by 16% over the prior year. Last year,
Clarendon’s deliveries to its key aircraft
seating customer were held back by
changes to aircraft seat designs and
delays to build schedules. In addition,
Clarendon’s deliveries to its largest
customer were reduced during the
implementation of a large new lineside
supply project, using the “Clarendon
Air” solution. This year, revenues
have increased strongly as deliveries
of inventory were resumed and the
customer increased production as its
new business class seating programmes
ramped up. Clarendon also had
significant success increasing sales to
other aircraft seating and cabin interiors
manufacturers and sub-contractors
across Europe and introducing Clarendon
Air to a number of new customers.
Clarendon also delivered strong revenue
growth in its sales to the Motorsport
sector. As with the IS-Group, Clarendon
benefited from the increased number
of races in Formula 1 as well as the
increased investment from new entrants.
In addition, revenues were boosted
in the fourth quarter by increased
development expenditure by teams
preparing for design and rule changes
planned for the 2017 season. In the
Industrial and Defence markets, the
business continues to differentiate itself
from competitors through its range of
own-designed and engineered fastening
solutions and added value services.
Fluid Controls
The Hawco Group of Fluid Controls
businesses, which account for 24% of
Controls sector revenues, reported a 4%
growth in revenues against the prior year.
Hawco has seen an upturn in sales
in the second half of the year across
all its markets and, in particular, from
Refrigeration Equipment customers in
Continental Europe and Turkey. Hawco
has also benefited from establishing
relationships with major air conditioning
and refrigeration contracting groups
who value Hawco’s stock holding, next
day delivery and exclusive supplier
relationships; the partnering with
independent trade counters has also
proved successful. In the Industrial OEM
market, Hawco has seen good success
with its range of fire detection products,
cartridge heaters and silicon heater lines.
Abbeychart has seen revenue growth
pause in its core coffee segment, as
overstocking at certain customers is
being worked through. However, this
is seen as temporary and Abbeychart
has continued to enhance its offering
of essential parts to service the broad
range of espresso type machines
being installed in an increasing number
of outlets. In the soft drinks market,
Abbeychart has continued to increase
revenues and take market share, but in
the water segment, revenues reduced
as plumbed water dispensers continue
to lose share against individual bottled
water. To offset this decline, Abbeychart
has focused growth initiatives in the
craft brewing and export markets.
Highlights from
the year
• Sector revenue increased by
16%; underlying increase of
4% after adjusting for currency
and acquisitions
• The Interconnect businesses
delivered modest underlying
growth with strong
performances in Aerospace,
Defence and Motorsport
offsetting weaker
Industrial markets
• Strong double-digit
growth in Clarendon sales
of specialty fasteners to
aircraft seating and cabin
interior manufacturers and
to Motorsport teams
• Acquisition of Cablecraft
broadened the Interconnect
product line and extended
range of markets served
• Fluid Controls delivered solid
growth in revenues with
upturn in refrigeration
equipment sales in second half
Potential for growth
• Extend Interconnect product
line and further penetrate
specialised markets in Europe
• In Specialty Fasteners, build on
strong positions in Civil
Aerospace and Motorsport
and expand in niche industrial
markets
• Continue to reposition Fluid
Controls business towards
growth segments of the Food
& Beverage sectors
• Expand geographic reach
outside UK and Northern
Continental Europe
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
26
Finance Review
Strong free cash flow
funds acquisitions
Results in 2016
Diploma delivered a strong performance
this year, with revenues increasing by
15% to £382.6m and adjusted operating
profit increasing by 9% to £65.7m.
The Group’s financial results were
characterised by two factors: a strong
contribution from businesses acquired
during the past three years and the
substantial weakening in UK sterling
in the last quarter of the financial year,
following the UK’s Brexit vote on Europe.
The contribution from acquisitions
completed both this year and last year
was £26.6m to revenue and £4.2m to
adjusted operating profit. With ca.75%
of the Group’s businesses based
overseas, the impact on headline
results from currency translation has
led to an increase in revenues and
adjusted operating profits of £13.8m
and £2.7m respectively, when translated
at last year’s exchange rates.
Underlying organic growth in all of the
Group’s markets remained challenging
throughout the year, which led to
underlying revenues increasing by 3%
this year. However, in this lower growth
environment the Group focused on
maximising free cash flow, which was
again very strong at £59.0m. This will
provide the resources to continue to
pursue acquisition opportunities which
should provide a good base for further
earnings growth in future years.
Underlying revenues are after adjusting
for the contribution from businesses
acquired during the year (and from
the incremental impact from those
acquired last year) and for the impact
on the translation of the results of the
overseas businesses from the significant
weakening in the UK sterling exchange
rate in the last quarter of the year.
Adjusted operating margin
17.2%
£59.0m
Free cash flow
21.1%
ROATCE
Adjusted operating margin
The Group’s adjusted operating margin
remained broadly in line with the first
half of the year at 17.2% (compared
with 18.1% last year), continuing to be
impacted by weaker gross margins
in the Healthcare businesses.
Diploma’s Healthcare businesses
represent ca.25% of Group revenues
and their gross margins have again been
impacted this year on a transactional
basis by the substantial depreciation
of the Canadian and Australian dollars,
against the US dollar in particular,
which is the currency in which most
of their products are purchased. The
depreciation of these two currencies
began in late 2013 and has continued
through the past two years, reaching
a low point in mid-January 2016.
In this financial year, currency
depreciation led to a 390bps reduction
in the gross margins of the Canadian
and Australian Healthcare businesses
compared with last year. This reduction
was partly mitigated by a combination
of forward currency hedges, supplier
cost reductions and tight control over
operating costs. However, the ability of
the Healthcare businesses to continue
to mitigate this transactional impact on
gross margins is now quite limited.
The Canadian and Australian exchange
rates have remained relatively stable
since the early part of this year at more
favourable levels and this provided
the businesses with an opportunity
to resume forward currency hedging
during the second half of the year. These
hedging contracts should provide some
respite to the currency pressure on
gross margins in the new financial year,
although both currencies have begun
to weaken again in November 2016.
Transactional currency exposures in
the rest of the Group’s businesses were
not significant during the year, despite
the impact on the UK businesses in
the last quarter of the year from the
substantial weakening in UK sterling.
Diploma PLC Annual Report & Accounts 2016 27
“The businesses
acquired during the
past three years
contributed 20%
of Group revenues
in 2016.”
The Group’s adjusted operating
margin was also impacted by acquired
businesses which ordinarily join the
Group with initial operating margins
which are lower than the Group’s
adjusted operating margin. With the
increased acquisition spend over the
last three years, this has impacted
the adjusted operating margin
negatively by 30bps this year.
However, investment by the Group in
these acquisitions to grow revenues,
combined with synergy benefits,
will generally improve margins in the
2-3 years post-acquisition and move
them towards the Group’s average.
The Group’s adjusted operating margin
this year was also impacted positively
by the mix of Group revenues and by
the absence of one-off costs from
last year’s reorganisation in the Seals
businesses. These together accounted
for a 40bps improvement in the
Group’s adjusted operating margin.
Adjusted profit before tax, earnings per
share and dividends
Adjusted profit before tax, which
excludes the gain on sale of assets,
increased by 9% to £64.9m (2015:
£59.6m). The finance expense this year
was £0.8m (2015: £0.7m) which included
£0.4m (2015: £0.3m) of interest costs on
borrowings drawn down during the year
to help finance acquisitions. The notional
interest expense on the Group’s defined
pension liabilities remained unchanged
at £0.2m (2015: £0.2m) and £0.2m was
paid as facility commitment fees.
Statutory profit before tax was £54.0m
(2015: £51.8m), after acquisition related
charges of £10.3m (2015: £7.4m), fair
value remeasurements of £1.3m (2015:
£0.4m) and a gain of £0.7m (2015: £Nil)
on disposal of assets. The acquisition
related charges largely comprise the
amortisation of acquisition intangible
assets and the fair value remeasurements
relate to the put options held over
minority interests. The increase in the
charge for remeasurements reflects
the increase in the liability to acquire
these minority interests, all of which
are overseas interests, as a result of the
significant depreciation in UK sterling.
Underlying revenue bridge – FY2016 (£m)
400
380
360
340
320
300
+£26.6m
£382.6m
+£8.4m
+13.8m
£333.8m
FY15
Translational
FX
Acquisitions
FY15 and FY16
Underlying
FY16
Adjusted operating margin bridge – FY2016 (%)
19.0
18.5
18.0
17.5
17.0
16.5
16.0
18.1%
–100bps
–30bps
+20bps
+20bps
17.2%
FY15
Transactional
FX
Acquisitions
FY15 and FY16
Sector mix
FY15 Seals
reorganisation
FY16
Transactional impact base currency (US$)
1.5
1.4
1.3
1.2
1.1
1.0
0.9
Change over Change over
4 years
–34%
–36%
1 year
2%
8%
C$
A$
Sep 11
Sep 12
Sep 13
Sep 14
Sep 15
Sep 16
C$
A$
The Group’s effective tax charge on
adjusted profit in 2016 was 60bps below
the previous year at 25.7% of adjusted
profit before tax. The charge this year
benefited from a further reduction in the
UK corporation tax rate to 20% (2015:
20.5%) and from lower tax rates applied
to the businesses acquired during the
past two years; however the effective
tax rate in the US increased to 38%
(2015: 36%) because of much lower
manufacturing tax credits this year.
Adjusted earnings per share (“EPS”)
increased by 10% to 41.9p, compared
with 38.2p last year and the statutory
basic EPS increased to 33.9p (2015: 32.5p).
The Board’s policy is to increase
dividends to shareholders each year,
while targeting towards two times
dividend cover (defined as the ratio of
adjusted EPS to total dividends paid and
proposed for the year). A combination
of a robust Group balance sheet and
particularly strong free cash flow
provides the Directors with confidence
to recommend an increase in the final
dividend of 11% to 13.8p per share (2015:
12.4p). This gives a total dividend per
share for the year of 20.0p per share
which represents a 10% increase on
the prior year dividend of 18.2p. The
dividend remains 2.1 times covered by
adjusted EPS, unchanged from last year.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
28
Finance Review continued
Disposal of assets
The Group made a gain of £0.7m after tax
on the sale of assets during the year and
this is disclosed separately on the face of
the Consolidated Income Statement. The
Vantage Healthcare business in Canada
disposed of the Medivators product line
for consideration of £2.2m, after both
expenses of sale and providing for the
costs of integrating the retained Vantage
business with its affiliate business, AMT
based in Kitchener. A gain after tax of
£0.3m was realised on this disposal. The
Medivators product line accounted for
ca.8% of DHG’s total revenues in 2016,
but only ca.3% of adjusted operating
profit as a substantial part of the
business’s infrastructure, including a
large proportion of Vantage’s operational
employees, were transferred to the
purchaser as part of the transaction.
During the year, the Group also sold
three small legacy properties for
aggregate proceeds of £2.3m which
realised a gain of £0.4m after tax.
Free cash flow
The Group generated very strong free
cash flow in 2016 which increased by
£18.7m to £59.0m (2015: £40.3m). A
reduction in working capital contributed
£6.3m to cash resources (2015: outflow
of £1.9m) and the proceeds from the
sale of assets added a further £4.6m to
free cash flow. Free cash flow represents
cash available to invest in acquisitions
or return to shareholders and this
year represented a cash conversion of
adjusted earnings of 124% (2015: 93%).
The Group’s businesses continued
to work hard during the second half
of the year to further reduce working
capital, particularly in a low growth
economic environment. These efforts
to reduce working capital were again
largely focused on improving inventory
procurement processes designed to
constrain the growth in inventories
across the Group’s businesses.
Cash conversion (£m)
The Group’s KPI performance metric
of working capital as a proportion
of revenue reduced to 16.6% at
30 September 2016, compared with
17.0% last year; this metric reduces to
15.3% on a constant currency basis.
Group tax payments increased by £2.2m
to £17.6m (2015: £15.4m) and included
£1.5m on pre-acquisition tax liabilities
relating to Cablecraft and WCIS. On
an underlying basis and before the
currency effects of translation, cash
tax payments represented ca.23%
of adjusted profit before tax which
was unchanged from last year.
The Group’s capital expenditure this year
was more modest at £3.7m, compared
with £4.3m last year. Within this total
expenditure, an initial £0.5m was
invested by J Royal, a Seals business
based in the US, on the construction
of a new expanded facility, close by
their existing facility in North Carolina.
The total construction cost of this
facility is expected to be ca.£2.5m on
completion in April 2017 when it will be
sold and leased back to the business.
Operationally, a further £0.9m was
invested by the Seals businesses during
the year, including £0.5m on acquiring
two new seal cutting machines, a new
crane and other tooling equipment.
A scheduled upgrade of the US Seals
ERP system cost £0.2m and £0.2m
was spent on general infrastructure
improvements across the Sector.
In Life Sciences, Vantage saw its
expenditure on funding equipment
contracts on a cost per procedure (“CPP”)
basis reduce to £0.3m (2015: £1.0m).
The investment in field equipment
acquired in support of customer
contracts with hospitals also reduced
to £0.6m from £0.9m last year as the
Canadian hospitals cut back their
expenditure. The completion of the
refurbishment of TPD’s new leasehold
65
60
55
50
45
40
35
30
25
20
2011
2012
2013
2014
2015
2016
Free cash flow
Adjusted earnings
“The Group generated
very strong free cash
flow in 2016 which
increased to £59.0m.”
facility in Ireland cost £0.6m and a
further £0.4m was invested on general
infrastructure improvements across
the Sector, including IT upgrades.
Capital expenditure in the Controls
businesses remained very modest
at £0.4m and included £0.2m on
establishing a separate stand-alone
warehouse and offices for Clarendon’s
developing specialty fasteners business
in the existing IS-Group facility in
Swindon. The remaining £0.2m was
invested in new tooling and on upgrading
IT infrastructure across the Sector.
The Company paid the PAYE income
tax liability of £0.3m (2015: £1.0m) on
the exercise of LTIP share awards, in
exchange for reduced share awards
to participants. No further shares in
the Company were acquired by the
Employee Benefit Trust this year,
following last year’s £0.7m expenditure
on the acquisition of 100,000 shares.
The Group spent £32.7m of the free
cash flow on acquisitions, as described
below and £21.4m (2015: £19.9m) on
paying dividends to both Company
and minority shareholders.
Acquisitions completed during the year
The Group invested a further £32.7m
in acquiring new businesses this year
(2015: £37.8m), including £1.9m on
acquiring outstanding minority interests
and £0.7m of deferred consideration.
The largest investment this year of
£21.3m was made in March 2016 to
acquire Cablecraft, a leading supplier
of cable accessory products, managed
from its principal facility near Dunstable
in the UK. A further £8.4m was invested
in October 2015 to acquire the WCIS
businesses in Australia and New
Caledonia which supply gaskets, seals
and associated products mainly to
the Mining industry. In February 2016,
a small connector business based
in France was acquired for £0.4m by
Filcon, to broaden its access to the
European connector markets.
These acquisitions added £18.4m to
the Group’s acquired intangible assets,
which represents the valuation of
customer and supplier relationships
which will be amortised over periods
Diploma PLC Annual Report & Accounts 2016
29
ranging from five to ten years. At
30 September 2016, the carrying value
of the Group’s acquired intangible assets
was £54.6m. Goodwill increased by
£25.9m to £115.2m at 30 September 2016;
£11.8m related to businesses acquired
during the year (including fair value
adjustments to the assets acquired)
and £14.1m reflected the impact on
overseas goodwill from the depreciation
in the UK sterling exchange rate.
Goodwill is not amortised but is assessed
each year at a Sector level to determine
whether there has been any impairment
in the carrying value of goodwill acquired.
The exercise to assess whether goodwill
has been impaired is described in note 10
to the consolidated financial statements
and concluded that there was significant
headroom on the valuation of this
goodwill, compared with the carrying
value of goodwill at the year end.
Liabilities to minority shareholders
The Group’s liability to purchase
outstanding minority shareholdings
at 30 September 2016 decreased to
£5.1m (2015: £5.7m), following the £1.9m
purchase in July of an outstanding 10%
minority shareholding in TPD. However,
the liability at the year end was impacted
by the substantial weakening in the UK
sterling exchange rate which increased
the UK sterling liability payable to these
minorities which are all based overseas.
At 30 September 2016, there remain put
options over the outstanding minority
interests held in M Seals, Kentek and
TPD which were valued at £5.1m, based
on the Directors’ latest estimate of
the Earnings before Interest and Tax of
these businesses when these options
crystallise. None of these options are
exercisable within the next year.
In addition to the liability to minority
shareholders, the Group also has
a liability at 30 September 2016 for
deferred consideration of up to £1.7m
(2015: £0.9m) which comprises the
amount likely to be paid to the vendors
of businesses purchased during the year,
based on the Group’s best estimate of
the performance of these businesses
next year. During the year, £0.7m
was paid as deferred consideration
relating to acquisitions completed in
earlier years and £0.2m was released
and was included as a deduction
from acquisition related charges.
Return on adjusted trading capital
employed and capital management
A key performance metric that the
Group uses to measure the overall
profitability of the Group and its success
in creating value for shareholders is
the Return on Adjusted Trading Capital
Employed (“ROATCE”). At a Group
level, this is a pre-tax measure which is
applied against the fixed and working
capital of the Group, together with all
gross intangible assets and goodwill. At
30 September 2016, the Group ROATCE
had reduced to 21.1% (2015: 23.9%)
which largely reflected the mismatch of
a stronger average UK sterling exchange
rate used to translate the operating
profit of overseas businesses and the
much weaker exchange rate used to
translate the Adjusted TCE of these
overseas businesses at the year end.
Adjusted TCE is defined in note 2 to the
consolidated financial statements.
The Group continues to maintain a
strong balance sheet with net cash
funds of £10.6m (2015: £3.0m) at
30 September 2016, comprising cash
funds of £20.6m, offset by £10.0m of
bank borrowings. Surplus cash funds are
generally repatriated to the UK, unless
they are required locally to meet certain
commitments, including acquisitions.
On 7 March 2016, the Group exercised
the final part of the accordion option
within its existing revolving multi-
currency credit facilities and increased
its committed bank facility by £10.0m
to the maximum available of £50.0m.
These additional funds were provided
at a cost of 30bps and were used to
assist in financing the acquisition of
Cablecraft. These bank facilities are
committed until June 2017 and are
used to meet any shortfall in cash
to fund acquisitions. These facilities
will be reviewed and extended or
renewed at a similar amount during the
first half of the next financial year.
Employee pension obligations
Pension benefits to existing employees,
both in the UK and overseas, are
provided through defined contribution
schemes at an aggregate cost in
2016 of £2.5m (2015: £2.3m).
The Group maintains a legacy small
closed defined benefit pension scheme
in the UK which at 30 September 2013
had a funding deficit of £2.7m. The
next funding actuarial valuation is
being carried out as at 30 September
2016 and the results of this exercise
will be reported in next year’s Annual
Report. In Switzerland, local law requires
Kubo to provide a contribution based
pension for all employees, which are
funded by employer and employee
contributions. This pension plan is
managed for Kubo through a separate
multi-employer plan of non-associated
Swiss companies which pools the funding
risk between participating companies.
The Group continues to make regular
cash contributions to the UK scheme at
an annual rate of £0.3m, as agreed with
the scheme actuary, with the objective of
closing the funding deficit over the next
six years. However, given the substantial
reduction in bond yields at 30 September
2016, compared with those used to
value the pension liabilities at the last
valuation in 2013, it is very likely that
these cash contributions will have to be
increased in future years to eliminate
the funding deficit. In Switzerland,
Kubo’s annual cash contribution to the
pension scheme is £0.3m (2015: £0.2m).
Both the UK defined benefit scheme
and the Kubo contribution scheme
are accounted for in accordance with
IAS 19 (Revised). At 30 September, the
aggregate accounting pension deficit
in these two schemes increased by
£7.4m to £17.2m because of a further
significant reduction of bond yields
compared to last year. The gross
aggregate pension liability in respect of
these two schemes at 30 September
2016 increased by £11.6m to £56.1m
which is funded by £38.9m of assets.
Potential impact of Brexit
The outcome of the UK’s Brexit vote to
leave the European Union is unlikely to
materially impact the Group’s businesses
at an operational level as only ca.25%
of the Group’s overall revenues are
generated in the UK. In addition, these
businesses, as well as those based in
Continental Europe, are substantially “in
country” industrial suppliers of goods
with very little sales activity being
carried out across country borders.
At a macroeconomic level however, the
Group’s financial results have already
been, and are likely to continue to be,
impacted by the rapid and substantial
depreciation in UK sterling that followed
the Brexit vote. This has resulted in
gains to the Group’s reported revenues,
operating profits and net assets from
translating the results of the Group’s
overseas businesses into UK sterling.
In addition, it is also likely that the
Group’s UK based businesses may
be impacted to a lesser degree from
substantially weaker UK sterling; this
may have an adverse effect on their
operating margins because of an increase
in the cost of their goods purchased
from overseas for sale in the UK.
The Group’s UK businesses remain alert
to these economic risks and are already
taking action to mitigate the impact
on their operating margins through a
combination of seeking supplier cost
reductions, price increases to customers
and tight control over operating costs.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
30
Internal Control and Risk Management
The Board is committed to protecting and enhancing Diploma’s
reputation and assets, while safeguarding the interests of
shareholders. It has overall responsibility for the Group’s system
of risk management and internal control.
Diploma’s businesses are affected by a number of risks and
uncertainties. These may be impacted by internal and external
factors, some of which we cannot control. Many of the risks are
similar to those found by comparable companies in terms of
scale and operations.
Our approach
Risk management and maintenance of appropriate systems
of control to manage risk is the responsibility of the Board and
is integral to the ability of the Group to deliver on its strategic
priorities. The Board has developed a framework of risk
management which is used to establish the culture of effective
risk management throughout the business by identifying
and monitoring the material risks, setting risk appetite and
determining the overall risk tolerance of the Group. This
framework of risk management has been further enhanced
this year and additional processes have been developed which
will assist the Board to monitor and assess the principal risks
throughout the year.
The Group’s risk management systems are monitored by
the Audit Committee, under delegation from the Board.
The Audit Committee is responsible for overseeing the
effectiveness of the internal control environment of the Group.
An internal audit function has been established for many
years to provide independent assurance that the Group’s risk
management, governance and internal control processes
are operating effectively.
Identifying and monitoring material risks
Material risks are identified through a detailed analysis of
individual processes and procedures (bottom up approach)
and a consideration of the strategy and operating environment
of the Group (top down approach).
Viability Statement – Diploma PLC
The detailed risk evaluation process begins in the operating
businesses with an annual exercise undertaken by management
to identify and document the significant strategic, operational,
financial and accounting risks facing the businesses. This
process is both robust and challenging and ensures risks are
identified and monitored and management controls are
embedded in the business’ operations.
The Group uses a quantitative method to determine a Risk Score
for each risk which is based on both the likelihood of each
identified risk occurring and the consequence of an adverse
outcome and its impact on the business. Each business will then
identify processes established to control each risk and minimise
its potential impact.
The risk assessments from each of the operating businesses
are then considered by the Board who evaluate the principal
risks of the Group with reference to the Group’s strategy and
operating environment.
Our principal risks and uncertainties
Set out in this section of the Strategic Report are the principal
risks and uncertainties affecting the Group which have been
determined by the Board, based on a robust risk evaluation
process described above, to have the potential to have the
greatest impact on the Group’s future viability. These risks are
similar to those reported last year, although with some
movement on the relative ranking of these risks.
The risks are each classified as strategic, operational and
financial or accounting. The Group’s decentralised operations
with different Sectors and geographical spread reduces the
impact of these principal risks.
The Board has also considered the risks associated with the UK’s
Brexit vote to leave the European Union and this is explained
further on page 29 in the Finance Review.
The Directors confirm that they have a reasonable
expectation that the Group will continue to operate and meet
its liabilities, as they fall due, for the next three years to
September 2019. The Directors’ assessment has been made
with reference to the resilience of the Group and its strong
financial position, the Group’s current strategy, the Board’s
risk appetite and the Group’s principal risks and how these are
managed, as described in the Strategic Report.
The Group has a broad spread of customers and suppliers
across different geographic areas and independent market
sectors, often secured with longer term agreements. The
Group is supported by a robust balance sheet and strong
operational cash flows.
The assessment period of three years has been chosen as it is
consistent with the Board’s triennial review of the Group’s
strategy at which the prospects of each business are discussed;
assumptions are made regarding entering into new markets
and geographies, about future growth rates of the existing
businesses and about the acceptable performance of existing
businesses. A robust financial model of the Group is built on a
business-by-business basis and the metrics for the Group’s KPIs
are reviewed for the assessment period. These metrics are also
subject to sensitivity analysis which includes flexing a number
of the main assumptions, namely, future revenue growth, gross
margins, operating costs and working capital management.
The results of flexing these assumptions, both individually and
in aggregate, are used to determine whether additional bank
facilities will be required during this period.
The Directors confirm that this review and analysis also
considers the principal risks facing the Group, as described on
pages 31 to 33 and the potential impacts these risks would have
on the Group’s business model, future performance, solvency
or liquidity over the assessment period. The Board considers
that the diverse nature of the Sectors and geographies in which
the Group operates acts significantly to mitigate the impact any
of these risks might have on the Group.
Diploma PLC Annual Report & Accounts 2016
31
Strategic risk – Downturn in major markets
Risk description & assessment
Mitigation
Key
Increase
No change
Decrease
Change
The businesses identify key market drivers and
monitor the trends and forecasts, as well as
maintaining close relationships with key customers
who may give an early warning of slowing demand.
Changes to cost levels and inventories can then be
made in a measured way to mitigate the effects.
Significant global events are closely monitored to
determine any potential impact on key markets.
Adverse changes in the major markets in which the businesses
operate can have a significant impact on performance. This year,
a number of geopolitical and economic factors have caused
uncertainty in our principal markets and caused volatility in the
performance of key economies. The effects of these changes
can be seen in terms of slowing revenue growth, due to reduced
or delayed demand for products and services, or margin
pressures due to increased competition.
A number of characteristics of the Group’s businesses moderate
the impact of economic and business cycles on the Group as
a whole:
• The Group’s businesses operate in three differing Sectors
with different cyclical characteristics and across a number of
geographic markets.
• The businesses offer specialised products and services,
which are often specific to their application; this offers a
degree of protection against customers quickly switching
business to achieve a better price.
• A high proportion of the Group’s revenues comprises
consumable products which are purchased as part of the
customer’s operating expenditure, rather than through
capital budgets.
In many cases the products are used in repair, maintenance
and refurbishment applications, rather than original
equipment manufacture.
•
Strategic risk – Loss of key suppliers
Risk description & assessment
Mitigation
Change
For manufacturer-branded products, there are risks to the
business if a major supplier decides to cancel a distribution
agreement or if the supplier is acquired by a company which has
its own distribution channels in the relevant market. There is
also the risk of a supplier taking away exclusivity and either
setting up direct operations or appointing another distributor.
Currently no single supplier represents more than 10% of Group
revenue and only six single suppliers represent more than 2%
each of Group revenue.
Relationships with suppliers have normally been built up over
many years and a strong degree of interdependence has been
established. The average length of the principal supplier
relationships in each of the Sectors is over ten years.
The strength of the relationship with each supplier and the
volume of activity generally ensures continuity of supply,
when there is shortage of product.
Long term, multi-year exclusive contracts signed
with suppliers with change of control clauses,
where possible, included in contracts for protection
or compensation in the event of acquisition.
Collaborative projects and relationships maintained
with individuals at many levels of the supplier
organisation, together with regular review meetings
and adherence to contractual terms.
Regular review of inventory levels.
Bundling and kitting of products and provision of
added value services.
Periodic research of alternative suppliers as part of
contingency planning.
Strategic risk – Supplier strategy change
Risk description & assessment
Mitigation
Change
The success of the businesses depends significantly on
representing suppliers whose products are recognised in the
marketplace as the leading competitive brand. If suppliers
fail to support these products with new development and
technologies, then our businesses will suffer from reduced
demand for their products and services.
Each of the Group’s businesses supply established and leading
products and related services to customers operating in
specialised markets.
The businesses work very closely with each of
their suppliers and regularly attend industry
exhibitions to keep abreast of the latest technology
and market requirements/trends. The businesses
also meet with key customers on a regular basis
to gain insight into their product requirements
and market developments.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 32
Internal Control and Risk Management continued
Strategic risk – Loss of key customer(s)
Risk description & assessment
Mitigation
Change
The loss of one or more major customers can be a material risk.
The nature of the Group’s businesses is such that there is not a
high level of dependence on any individual customer and no
single customer represents more than 5% of Sector revenue or
more than 2% of Group revenue.
Specific large customers are important to individual
operating businesses and a high level of effort is
invested in ensuring that these customers are
retained and encouraged not to switch to
another supplier.
In addition to providing high levels of customer
service and value added activities, close integration
is established where possible with customers’
systems and processes.
Operational risk – Product liability
Risk description & assessment
Mitigation
Change
There is a risk that products supplied by a Group business may
fail in service, which could lead to a claim under product liability.
The businesses, in their terms and conditions of sale with
customers, will typically mirror the terms and conditions of
purchase from the suppliers. In this way the liability can be
limited and subrogated to the supplier.
However, if a legal claim is made it will typically draw in our
business as a party to the claim and the business may be
exposed to legal costs and potential damages if the claim
succeeds and the supplier fails to meet its liabilities for whatever
reason. Product liability insurance can be limited in terms of its
scope of insurable events, such as product recall.
Technically qualified personnel and control systems
are in place to ensure products meet quality
requirements. The Group’s businesses are required
to undertake Product Risk assessments and
comprehensive Supplier Quality Assurance
assessments. The Group has also established
Group-wide product liability insurance which
provides worldwide umbrella insurance cover of
£20m across all Sectors.
The Group’s businesses may also elect not to
supply products if they are not fully confident that
the products will meet the demands of the
operating environment.
The Group’s businesses have undergone further
product liability training during the year and are
continually reviewed to demonstrate compliance
with Group policies and procedures relating to
product liability.
Operational risk – Loss of key personnel
Risk description & assessment
Mitigation
Change
The success of the Group is built upon strong, self-standing
management teams in the operating businesses, committed to
the success of their respective businesses. As a result, the loss
of key personnel can have an impact on performance, for a
limited time period.
The average length of service of the ca.90 senior managers in
the Group is 11 years and for all personnel in the Group is
consistently over six years.
Contractual terms such as notice periods and
non-compete clauses can mitigate the risk in the
short term. However, more successful initiatives
focus on ensuring a challenging work environment
with appropriate reward systems. The Group places
very high importance on planning the development,
motivation and reward for key managers in the
operating businesses including:
• Ensuring a challenging working environment
where managers feel they have control over,
and responsibility for their businesses.
• Establishing management development
programmes to ensure a broad base of
talented managers.
• Offering a balanced and competitive
compensation package with a combination
of salary, annual bonus and long term cash
incentive plans targeted at the individual
business level.
• Giving the freedom, encouragement, financial
resources and strategic support for managers
to pursue ambitious growth plans.
Diploma PLC Annual Report & Accounts 2016 33
Financial risk – Foreign currency – Translational exposure
Risk description & assessment
Mitigation
Key
Increase
No change
Decrease
Change
The Group operates across a number of
diverse geographies but does not hedge
translational exposure.
Foreign currency risk is the risk that changes in currency rates will
affect the Group’s results. The Group operates internationally
and is exposed to foreign exchange risk arising from various
currency exposures, primarily with respect to the US dollar, the
Canadian dollar and the Euro. The net assets of the Group’s
operations outside the UK are also exposed to foreign currency
translation risk.
During the year ended 30 September 2016, ca.75% of the
Group’s revenue and adjusted operating profits were earned
in currencies other than UK sterling. In comparison to the prior
year, the net effect of currency translation was to increase
revenue by £13.8m and increase adjusted operating profit by
£2.7m. It is estimated that a strengthening of UK sterling by 10%
against all the currencies in which the Group does business,
would reduce adjusted operating profit before tax by
approximately £4.5m (7%), due to currency translation.
Currency exposures also arise from the net assets of the
Group’s foreign operations. At 30 September 2016, the Group’s
non-UK sterling trading capital employed in overseas businesses
was £199.0m (2015: £171.4m), which represented 77% of the
Group’s trading capital employed. It is estimated that a
strengthening of UK sterling of 10% against all the non-UK
sterling capital employed would reduce shareholders’ funds
by £18.1m.
Details of average exchange rates used in the translation of
overseas earnings and of year-end exchange rates used in
the translation of overseas balance sheets, for the principal
currencies used by the Group, are shown in note 29 to the
consolidated financial statements.
Financial risk – Foreign currency – Transactional exposure
Risk description & assessment
Mitigation
Change
The Group’s UK businesses are exposed to foreign currency risk
on those purchases that are denominated in a currency other
than their local currency, principally US dollars, Euros and
Japanese yen. The Group’s Canadian and Australian businesses
are also exposed to a similar risk as the majority of their
purchases are denominated in US dollars and Euros. The Group’s
US businesses do not have any material foreign currency
transactional risk.
The Group’s businesses may hedge up to 80%
of forecast (being a maximum of 18 months)
foreign currency exposures using forward foreign
exchange contracts.
The Group finance department monitors rolling
monthly forecasts of currency exposures.
The Group classifies its forward foreign exchange
contracts, which hedge forecast transactions, as
cash flow hedges and state them at fair value at
each reporting period.
Accounting risk – Inventory obsolescence
Risk description & assessment
Mitigation
Change
Working capital management is critical to success in specialised
industrial businesses as this has a major impact on cash flow.
The principal risk to working capital is in inventory obsolescence
and write-off.
The charge against operating profit in respect of old or surplus
inventory in the year was £1.1m but inventories are generally not
subject to technological obsolescence.
Inventory write-offs are controlled and minimised
by active management of inventory levels based on
sales forecasts and regular cycle counts.
Where necessary, a provision is made to cover both
excess inventory and potential obsolescence.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 34
Corporate Responsibility
Employees
Building and developing the skills, competencies, motivation
and teamwork of employees is recognised by the Board as being
essential to achieving the Group’s business objectives. The
stability and commitment of the employees is demonstrated by
the average length of service which continues to remain high.
In addition, the number of working days lost to sickness is ca.1%
a year. These measures remain consistent across each of the
Group’s Sectors.
Some of the Group’s operating companies have structured
apprenticeship schemes for technical staff and the Group
provides sponsorship for high potential employees for higher
education courses where appropriate. Vocational training is also
provided and some staff are enrolled on National Vocational
Qualification (“NVQ”) or similar level courses. Employees are
actively encouraged to undertake Continuing Professional
Development (“CPD”) to maintain any relevant professional
accreditations.
Key employee statistics
Average number of employees
in year
Females as percentage of total
Length of service (years)
Average staff turnover
Sick days lost per person
2016
2015
2014
1,602
36%
6.7
24.9%
3.0
1,449
34%
6.6
23.0%
3.0
1,264
35%
6.3
21.5%
3.0
The Group encourages healthy lifestyles and the level of sick
days lost per person is heavily influenced by a small number of
employees who are on long term sick leave.
Set out below is an analysis of the number of employees by
gender at the year end.
2016
2015
Directors
Senior managers
Employees
Total
Male
5
72
950
1,027
Female
1
21
549
571
Male
6
71
910
987
Female
2
19
497
518
The Group values the commitment of its employees and
recognises the importance of communication to good working
relationships. The Group keeps employees informed on matters
relating to their employment, on business developments and
on the financial and economic factors affecting the Group.
This is achieved through management briefings, internal
announcements, the Group’s website and by the distribution
of Preliminary and Interim Announcements and press releases.
Copies of the Annual Review and Annual Report & Accounts
are also made available in the operating businesses. This
communication programme enables employees to gain a better
understanding of the Group’s business objectives and their roles
in achieving them. Both employment policy and practice in the
Group are based on non-discrimination and equal opportunities.
Ability and aptitude are the determining factors in the selection,
training, career development and promotion of all employees.
The Group remains supportive of the employment and
advancement of disabled persons. Applications for employment
by disabled persons are always fully considered, bearing in
mind the respective aptitudes and abilities of the applicants
concerned. If an employee is, or becomes disabled during their
period of employment, the Group will, if necessary and to the
extent possible, adapt the work environment to enable the
employee to continue in their current position or retrain
the employee for duties suited to their abilities following
disablement. At 30 September 2016, the Group employed five
disabled employees.
Employment policies throughout the Group have been
established to comply with relevant local legislation and codes
of practice relating to employment, Health & Safety and equal
opportunities. The Group provides good quality working
environments and facilities for employees and training and
development appropriate to each of their roles.
In accordance with the Market Abuse Regulation of the Financial
Conduct Authority, employees are required to seek approval of
the Group Company Secretary before dealing in its shares.
Health & safety
The Group is fully committed to ensuring clean, safe and healthy
working conditions. The Group actively promotes a strong
safety culture and ensures a collective responsibility for
ensuring Health & Safety standards are continually improved.
The Chief Executive Officer has overall responsibility for Health
& Safety policies and procedures across the Group. However,
in line with the Group’s decentralised management approach,
accountability for Health & Safety is with local management to
ensure compliance with local regulatory requirements, culture
and specific business needs. The Group requires that each
operating business conducts Health & Safety reviews against its
specific operational risk profile and local regulatory requirements.
The Group has this year introduced requirements for near miss
reporting to ensure that Health & Safety hazards are proactively
identified and appropriate mitigation put in place to ensure that
they do not result in Health & Safety incidents.
Minor injuries
Reportable lost time incidents1
Minor injuries per 1,000
employees
Reportable lost time incidents1
per 1,000 employees
2016
87
11
54.3
6.9
2015
54
4
37.3
2.8
2014
55
5
43.5
4.0
1 Three or more days’ absence from workplace.
The absolute level of minor injuries has increased this year and
also increased when normalised to a rate per 1,000 employees.
The vast majority of these minor injuries resulted in no lost time
and were considered low level. The Group has improved its
reporting of Health and Safety related issues and it is likely
that the increased number of minor incidents is in part due to
improved awareness and reporting. The number of reportable
lost time incidents has also increased; over half of these
reported incidents were less than five days’ absence from the
workplace. Owing to the nature of the Group’s operations, the
most common types of injury relate to minor cuts, slips/trips or
manual handling injuries.
All injuries are fully investigated and corrective actions and
preventative measures put in place to ensure that the incident
does not reoccur and future risks are mitigated.
Health & Safety forms part of the induction process for new
employees and where relevant, more specialist training is
provided for specific functions. The Group has good coverage
of employees who have formal Health & Safety training and/or
qualifications and this has continued to increase during 2016.
Diploma PLC Annual Report & Accounts 2016 35
Human rights
The Group’s activities are substantially carried out in developed
countries that have strong legislation governing human rights.
The Group complies fully with appropriate legislation in the
countries in which it operates.
Environmental
The Group comprises sales and marketing focused businesses
which essentially receive products from suppliers and despatch
them to customers. The Group’s businesses do not operate
delivery fleets; they use third-party carriers to deliver their
products to customers and to provide much of their packaging
requirements. The Group’s ability to control the environmental
impact of its logistics partners is therefore limited. The primary
impact on the environment, which is entirely in the Group’s
control, is consumption of the normal business energy sources
such as heating and power, which the Group aims to minimise
through compliance with relevant environmental legislation.
The Group is committed to identifying and assessing
environmental risks, such as packaging waste, arising from its
operations. Waste management initiatives are encouraged and
supported by the Group and materials are recycled where practical.
Local management are committed to good environmental
management practices throughout our operations. The
Managing Directors have responsibility for environmental
performance of their operating businesses and each subsidiary
is required to implement initiatives to meet their responsibilities.
Each facility participates in recycling paper, plastic, cardboard,
and wood from pallets and continues to focus on minimising
energy consumption through the efficient use of heating and
lighting. In addition, a number of the businesses now use fully
recycled and biodegradable filler materials for packaging.
Greenhouse gas emissions
UK listed companies are required to report their global levels of
Greenhouse Gas (“GHG”) emissions in their Annual Report &
Accounts. This requirement is for disclosure of Scope 1 and 2 only
(direct emissions, e.g. heating, cooling, transport fuel and indirect
emissions, e.g. from purchased electricity) and only to the extent
that such emissions are the responsibility of the Company.
The Group has considered the six main GHGs and report
emissions in tonnes of CO2 equivalent (CO2e) for Scope 1 (direct)
and Scope 2 (indirect) emissions. These emissions are calculated
following the GHG Protocol and UK Government Environmental
Reporting Guidelines. The Group has used DEFRA UK GHG
Conversion Factors, US Environmental Protection Agency
Emission Factors and International Energy Agency Factors.
As a distributor with no owned logistics or freight, the Group’s
primary direct energy usage and related CO2 emissions arise
from the Group’s facilities. Where possible the Group has
reported billed data which represents ca.80% of the Group’s
global emissions. For the remaining entities the Group has used
an estimation using sales data and local conversion factors.
An intensity ratio of CO2e per £1m revenue has been selected,
which will allow a comparison of performance over time and
with other similar types of business.
Tonnes of CO2e
Direct emissions
(Scope 1)
Indirect emissions
Source of emissions
Natural gas
Owned transport
(Scope 2)
Electricity
Gross emissions
Tonnes CO2e per
£1m revenue
2016
714
100
2015
824
94
2,732
3,547
2,226
3,144
9.3
9.4
Business ethics
The Group recognises its obligations towards the parties with
whom the Group has business dealings including customers,
shareholders, employers, suppliers and advisors.
In general, the interactions with these parties are managed at a
local level by senior management and the Group expects a high
standard of expertise and business principles to be maintained
in such dealings.
The Group’s policy towards suppliers is that each operating
business is responsible for negotiating the terms and conditions
under which they trade with their suppliers. The Group does not
operate a formal code that it follows with regard to payments
to suppliers. Group companies agree payment terms with their
suppliers when they enter into binding purchasing contracts for
the supply of goods or services. Suppliers are, in that way, made
aware of these terms. Group companies seek to abide by these
payment terms when they are satisfied that the supplier has
provided the goods or services in accordance with the agreed
terms and conditions.
Community
The Group believes that good community relations are important
to the long term development and sustainability of the operating
businesses. The Group considers the environmental and social
impacts of conducting business on the community and this
forms part of the business decision making process.
A selection of community and charitable activities from the
year include:
In North America
• Somagen Diagnostics supported the Canadian Blood
Services in their Partners for Life programme and supports
an academic award in Alberta, Canada for Biomedical
Engineering Technology.
• Various charitable events at Hercules US including support
to local charities such as United Way, Clothes To Kids, The
Haven and Paul B. Stephens Exceptional School for Disabled
Children.
• J Royal provided support for the National Pancreatic Cancer
Foundation and the Save the Children Federation.
In Europe and Australia
• Kubo Group sponsored an athlete to enable them to compete
in the Special Olympics.
• a1-CBISS took part in the Three Peaks Challenge and the
Anglesey Half Marathon to support Claire’s House
Children’s Hospice.
• WCIS in Australia took part in a sponsored walk to raise
money for Breast Cancer Research.
• DSL in Australia built Billy Carts for the Children First
Foundation which provides support and funding for children
in developing countries for Healthcare services.
• Big Green Surgical supported the Bangla Smile Project by
providing sterile disposable surgical instruments to help
children in Bangladesh.
• FPE Seals supported Downs syndrome research by entering
a team into the Great North Run and supported a breast
cancer charity.
• Hawco Group supported a London to Paris cycle ride for
Pancreatic Cancer UK and the Little Princess Trust which
provides wigs for children with cancer.
The Group also contributes to local worthwhile causes and
charities and in 2016 the Group made donations to charitable
organisations of £44,958 (2015: £35,504). No political donations
were made.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 36
Board of Directors
John Nicholas1,3
Chairman
Bruce Thompson
Chief Executive Officer
Charles Packshaw1,2,3
Senior Independent Non‑Executive
Director
Nigel Lingwood
Group Finance Director
Anne Thorburn1,2,3
Non‑Executive Director
Andy Smith1,2,3
Non‑Executive Director
Appointed:
Joined the Board on 1 June 2013 and
appointed Chairman on 21 January 2015.
Appointed:
Joined the Board in 1994 as a Group
Director and appointed Chief Executive
Officer in 1996.
Appointed:
Joined the Board on 1 June 2013 and
appointed Senior Independent Director
on 27 February 2015.
Appointed:
July 2001.
Joined the Company in June 2001 and
appointed Group Finance Director in
Appointed:
Appointed:
Joined the Board on 7 September 2015
and appointed Chairman of the Audit
Committee on 17 November 2015.
Joined the Board and appointed
Chairman of the Remuneration
Committee on 9 February 2015.
Skills and experience:
A Chartered Certified Accountant
with a Masters degree in Business
Administration from Kingston
University. John has a wealth of
business and commercial experience
and spent much of his early career
in technology-focused international
manufacturing and service companies
involved in analytical instruments, fire
protection and food processing.
He has been Group Finance Director of
Kidde plc (on its demerger from Williams
Holdings) and of Tate & Lyle PLC.
Skills and experience:
Bruce started his career in the
automotive industry, first as a
design engineer and then in product
marketing. He then spent three
years in international marketing with
a construction materials company,
developing new markets in Europe, the
Middle East and North Africa. Prior to
joining Diploma, he was a Director with
Arthur D Little Inc., the technology and
management consulting firm, initially
in the UK and then as Director of the
firm’s Technology Management Practice
based in Cambridge, Massachusetts.
Skills and experience:
Charles is Head of UK Advisory and
Managing Director in HSBC’s global
banking business. He has over 30
years of City experience, including
18 years at Lazard in London, where
he was Head of Corporate Finance,
prior to joining HSBC in 2002. Charles
has been a non-Executive Director
of two listed companies and he
is also a Chartered Engineer.
Skills and experience:
Skills and experience:
Skills and experience:
Prior to joining the Company, Nigel
was the Group Financial Controller at
Anne was Chief Financial Officer of Exova
Andy is Managing Director, Severn Trent
Group plc until 30 November 2015 and
Business Services with responsibility for
Unigate PLC where he gained experience
has many years of experience at Board
the company’s non-regulated businesses.
level in listed international groups. Anne
He has many years of plc Board level
of working in a large multinational
environment and on a number of
large corporate transactions. Nigel
qualified as a Chartered Accountant
with Price Waterhouse, London.
was previously Group Finance Director
at British Polythene Industries PLC.
Anne is a member of the Institute of
Chartered Accountants in Scotland.
experience having previously served on
the Boards of The Boots Company PLC
as Group HR Director and Severn Trent
PLC as Water Services Director. Andy
is a Mechanical Engineering graduate
and has significant operational and HR
experience. He has worked in the UK
and overseas previously with global
businesses including BP, Mars and Pepsi.
External appointments:
John is currently non-Executive Director
and Chairman of the Audit Committees of
Mondi plc and Hunting PLC. John is Senior
Independent Director of Rotork plc.
External appointments:
None.
External appointments:
Charles is a non-Executive Director
of BMT Group Limited.
External appointments:
External appointments:
External appointments:
None.
Nigel is Senior Independent Director and
None.
Chairman of the Audit Committee of
Creston plc.
Member of:
1 Remuneration Committee
2 Audit Committee
3 Nomination Committee
Diploma PLC Annual Report & Accounts 2016 37
John Nicholas1,3
Chairman
Bruce Thompson
Chief Executive Officer
Charles Packshaw1,2,3
Senior Independent Non‑Executive
Nigel Lingwood
Group Finance Director
Anne Thorburn1,2,3
Non‑Executive Director
Andy Smith1,2,3
Non‑Executive Director
Director
Appointed:
Appointed:
Appointed:
Joined the Board on 1 June 2013 and
Joined the Board in 1994 as a Group
Joined the Board on 1 June 2013 and
appointed Chairman on 21 January 2015.
Director and appointed Chief Executive
appointed Senior Independent Director
Officer in 1996.
on 27 February 2015.
Appointed:
Joined the Company in June 2001 and
appointed Group Finance Director in
July 2001.
Appointed:
Joined the Board on 7 September 2015
and appointed Chairman of the Audit
Committee on 17 November 2015.
Appointed:
Joined the Board and appointed
Chairman of the Remuneration
Committee on 9 February 2015.
Skills and experience:
A Chartered Certified Accountant
with a Masters degree in Business
Administration from Kingston
University. John has a wealth of
business and commercial experience
and spent much of his early career
in technology-focused international
manufacturing and service companies
involved in analytical instruments, fire
protection and food processing.
He has been Group Finance Director of
Skills and experience:
Bruce started his career in the
automotive industry, first as a
design engineer and then in product
marketing. He then spent three
years in international marketing with
a construction materials company,
Middle East and North Africa. Prior to
joining Diploma, he was a Director with
Arthur D Little Inc., the technology and
management consulting firm, initially
in the UK and then as Director of the
Kidde plc (on its demerger from Williams
firm’s Technology Management Practice
Holdings) and of Tate & Lyle PLC.
based in Cambridge, Massachusetts.
Skills and experience:
Charles is Head of UK Advisory and
Managing Director in HSBC’s global
banking business. He has over 30
years of City experience, including
18 years at Lazard in London, where
he was Head of Corporate Finance,
has been a non-Executive Director
of two listed companies and he
is also a Chartered Engineer.
developing new markets in Europe, the
prior to joining HSBC in 2002. Charles
Skills and experience:
Prior to joining the Company, Nigel
was the Group Financial Controller at
Unigate PLC where he gained experience
of working in a large multinational
environment and on a number of
large corporate transactions. Nigel
qualified as a Chartered Accountant
with Price Waterhouse, London.
Skills and experience:
Anne was Chief Financial Officer of Exova
Group plc until 30 November 2015 and
has many years of experience at Board
level in listed international groups. Anne
was previously Group Finance Director
at British Polythene Industries PLC.
Anne is a member of the Institute of
Chartered Accountants in Scotland.
Skills and experience:
Andy is Managing Director, Severn Trent
Business Services with responsibility for
the company’s non-regulated businesses.
He has many years of plc Board level
experience having previously served on
the Boards of The Boots Company PLC
as Group HR Director and Severn Trent
PLC as Water Services Director. Andy
is a Mechanical Engineering graduate
and has significant operational and HR
experience. He has worked in the UK
and overseas previously with global
businesses including BP, Mars and Pepsi.
External appointments:
External appointments:
John is currently non-Executive Director
None.
and Chairman of the Audit Committees of
Mondi plc and Hunting PLC. John is Senior
Independent Director of Rotork plc.
External appointments:
Charles is a non-Executive Director
of BMT Group Limited.
External appointments:
Nigel is Senior Independent Director and
Chairman of the Audit Committee of
Creston plc.
External appointments:
None.
External appointments:
None.
Member of:
1 Remuneration Committee
2 Audit Committee
3 Nomination Committee
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 38
Corporate Governance
John Nicholas
Chairman
We have an ongoing objective to ensure that the Board has an
opportunity to meet with management and employees of our
businesses by holding at least one scheduled Board meeting
each year at one of the Group’s operating companies. In March
we visited the Clarendon facility in Leicester during which we
received presentations from management of the Clarendon
specialty fasteners businesses and had an opportunity to talk
with employees who work at this facility. Further visits to our
businesses have been planned for the next financial year.
Succession planning continues to be a principal focus of the
Board. Following Iain Henderson’s retirement from the Board
earlier this year, good progress has been made by the Chief
Executive Officer in setting up a formal Executive Management
Group comprising a small group of senior managers drawn from
across the businesses. The Board is encouraged by the breadth
of experience and challenge this team has brought to the
Group’s operations and look forward to continuing this
development in the future.
The coming financial year brings a busy work load to the Board
with Anne Thorburn leading the Audit Committee’s audit tender
process as we approach the tenth year with Deloitte LLP as
Company auditor and with Andy Smith commencing the formal
triennial review of the Board’s policies governing Directors’
remuneration. The result of the audit tender is likely to be
announced later in 2017 and the proposed policies on Directors’
Remuneration will be put to shareholders for approval at the
AGM in January 2018.
Finally, as ever I do hope that as shareholders in the Company
you will be able to find time to attend our AGM on Wednesday,
18 January 2017. It provides an excellent opportunity to meet the
Board of Directors and challenge them on any matters you feel
are important to the development of the Company.
John Nicholas
21 November 2016
“We made good progress this year
with delivering a number of the
objectives we identified at our
Strategy Meeting held in 2015.”
Members of Board
Chairman
John Nicholas
Independent non‑Executive Directors
Marie-Louise Clayton (retired on 16 November 2015)
Andy Smith
Charles Packshaw
Anne Thorburn
Executive Directors
Iain Henderson (retired on 20 January 2016)
Nigel Lingwood
Bruce Thompson
Attendance
7/7
1/1
7/7
7/7
7/7
2/2
7/7
7/7
Dear Shareholder
This year has been a much quieter and more stable year in terms
of Governance activities after the past two years during which the
Board was substantially refreshed and more formal Governance
policies and processes developed and implemented.
This period of stability has provided an opportunity for me
to focus on both the principal tasks and objectives that arose
from the Board’s Strategic Review held in June last year and the
recommendations that arose from the external evaluation of
the Board carried out in September last year. Similarly, both
Anne Thorburn and Andy Smith have this year settled into their
new roles as Chairs of the Audit and Remuneration Committee
respectively, following their appointments last year.
In June this year, the scheduled Board meeting was largely
devoted to reviewing the progress achieved to date in
addressing the key objectives and actions agreed at our Strategy
Meeting held the previous year. One of these tasks related to
the greater emphasis to be focused on finding high quality
acquisitions and it was therefore very encouraging to have
completed three new acquisitions this year which have both
broadened the Group’s activities into new geographies and
market sectors. Overall I am satisfied that we have made good
progress this year with delivering a number of the objectives we
identified at our Strategy Meeting and we hope to continue with
this next year.
Diploma PLC Annual Report & Accounts 2016
39
Compliance with the Code
Diploma PLC is required to state whether it has complied with
the Main Principles of the UK Corporate Governance Code (“the
Code”). The previous Code published in September 2014 was
revised with minor amendments and reissued by the Financial
Reporting Council in April 2016. Set out on pages 39 to 61 is an
explanation of how the Company has complied with the Main
Principles of the Code.
The Board confirms that throughout the financial year, the
Company applied all of the Principles set out in sections A to E
of the Code for the period under review. The Board also
confirms that it complies with all of the Provisions of the Code
as at the date of this Report.
The Company’s auditor Deloitte LLP, is required to review
whether the above statement reflects the Company’s
compliance with the Provisions of the Code specified for their
review by the Listing Rules of the UK Listing Authority and to
report if it does not reflect such compliance.
Framework of Corporate Governance
The Board
The Diploma PLC Board is accountable to the Company’s
shareholders for standards of Governance across the
Group’s businesses. Certain strategic decision-making
powers and authorities of the Company are reserved as
matters for the Board. The principal matters reserved
for the Board are set out below. Day-to-day operational
decisions are managed by the Chief Executive Officer.
• Setting the overall strategic direction and oversight of the
management of Diploma PLC.
• Recommending or declaring dividends.
• Approval of the Group and Company financial statements.
Audit Committee
Chaired by Anne Thorburn
Number of meetings in the year: six
Role of the Committee
The Audit Committee has responsibility for overseeing and
monitoring the Company’s financial statements, accounting
processes, audit (internal and external), internal control systems
and risk management procedures and also monitors issues
relating to fraud, anti-bribery and corruption, sanctions
and whistleblowing.
Nomination Committee
Chaired by John Nicholas
Number of meetings in the year: two
• All new bank facilities, or significant changes to
existing facilities.
• Assessment and approval of the principal risks facing
the Group and how they are being managed.
Role of the Committee
The Nomination Committee regularly reviews the structure, size
and composition of the Board and its Committees. It identifies
and nominates suitable candidates to be appointed to the Board
(subject to Board approval) and considers succession generally.
• Approval of the Viability Statement.
• Maintaining sound internal control and risk
management systems.
Remuneration Committee
Chaired by Andy Smith
Number of meetings in the year: four
Role of the Committee
The Committee reviews and recommends to the Board, the
framework and policy for the remuneration of the Chairman and
the Executive Directors. The remuneration of the non-Executive
Directors is determined by the Chairman and the Executive
Directors. The Committee takes into account the business
strategy of the Group and how remuneration policy should
reflect and support that strategy.
• Approval of major corporate transactions and commitments.
• Succession planning and appointments to the Board.
• Review of the Group’s overall corporate governance
arrangements and reviewing the performance of the Board
and its Committees annually.
• Approval of the delegation of authority between the
Chairman and the Chief Executive Officer and the terms of
reference of all Committees of the Board.
Where appropriate, matters are delegated to a Committee
which will consider them in accordance with its terms of
reference. Details of each Committee’s terms of reference are
available on the Diploma PLC website at www.diplomaplc.com.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 40
Corporate Governance continued
Leadership
Board composition
The Board currently comprises a Chairman, two Executive
Directors and three independent non-Executive Directors. The
non-Executive Directors are appointed for specified terms and
the details of their respective appointments are set out in the
Remuneration Committee Report on page 53. The biographical
details of the Board members are set out on pages 36 and 37.
John Nicholas is Chairman of the Board and the Nomination
Committee. Each of the three independent non-Executive
Directors performs additional roles; Charles Packshaw serves
as Senior Independent Director, Andy Smith is Chairman of the
Remuneration Committee and Anne Thorburn is Chairman
of the Audit Committee.
Activities of the Board
The Company’s governance framework is set out on page 39
together with a summary of the formal terms of reference. The
core activities of the Board and its Committees are planned on
an annual basis and this framework forms the basic structure
within which the Board operates.
The Board’s terms of reference also set out the separate and
distinct roles of the Chairman and the Chief Executive Officer.
The Chairman is responsible for the overall leadership and
governance of the Board and ensures that the Directors have
an understanding of the views of the Company’s major
shareholders. The Chairman sets the Board’s agenda and
ensures that there is a healthy culture of challenge and debate
at Board and Committee meetings.
The Board appoints the Chief Executive Officer and monitors his
performance in leading the Company and providing operational
and performance management in delivering the agreed strategy.
The Chief Executive Officer is responsible for developing, for the
Board’s approval, appropriate values, culture and standards
to guide all activities undertaken by the Company and for
maintaining good relationships and communications
with investors.
The approval of acquisitions, for the most part, is a matter
reserved for the Board, save that it delegates to the Chief
Executive Officer the responsibility for such activities to a
specified level of authority. Similarly, there are authority levels
covering capital expenditure which can be exercised by the Chief
Executive Officer. Beyond these levels of authority, projects are
referred to the Board for approval.
Other matters reserved to the Board include treasury policies,
internal control and risk management.
The Company has purchased insurance to cover its Directors
and Officers against the costs of defending themselves in legal
proceedings taken against them in that capacity and in respect
of any damages resulting from those proceedings.
The Company also indemnifies its Directors and Officers to
the extent permitted by law. Neither the insurance nor the
indemnity provides cover where the Director or Officer has
acted fraudulently or dishonestly.
To ensure that non-Executive Directors can constructively
challenge and support proposals on strategy, the Board has
adopted a process of reviewing and approving the agreed
strategy for the Company on a three-yearly basis. The Board
met for a formal review of the Company’s strategy at the end of
June 2015 in Zurich, Switzerland. The Board received a number
of presentations and had thorough and challenging reviews with
Executive management. In 2016, the Board reviewed progress
against the objectives set at the Group strategy session and will
undertake the next formal review in late 2017 or early 2018.
Meetings of the Board
The Board has this year increased its scheduled meetings in the
financial year to seven, largely to provide more time to address
the substantial additional regulatory matters that it is now
required to consider on a more formal basis. The Board will meet
more frequently if required.
The Board ensures that at least one of the scheduled meetings
is held on site at one of the Group’s facilities, where the Board
has an opportunity to both receive presentations from local
management and meet employees of that business. In June
2016 the Board’s scheduled meeting reviewed the Group’s
strategic objectives identified at the strategy session held in
2015 and the Chief Executive Officer provided an update on the
progress achieved in implementing these objectives.
Each Director is expected to attend all meetings of the Board or
Committees of which they are a member. In addition, senior
management from across the Group and advisors attend certain
meetings for the discussion of specific items in greater depth.
This exposure to the members of senior management
from across the businesses helps enhance the Board’s
understanding of the businesses, the implementation of
strategy and the changing dynamics of the markets in which
the businesses operate.
Effectiveness
Independent non‑Executive Directors
The non-Executive Directors are determined by the Board to
be independent in character and judgement and there are no
relationships or circumstances which could affect, or appear to
affect, a Director’s judgement. The Chairman, John Nicholas
was considered independent by the Board both at the time of
his appointment as Director on 1 June 2013 and as Chairman on
21 January 2015. In accordance with the Code, the ongoing test
of independence for the Chairman is not relevant.
All non-Executive Directors are advised of the likely time
commitments at appointment. The ability of individual
Directors to allocate sufficient time to the discharge of their
responsibilities is considered as part of the Directors’ annual
evaluation process, overseen by the Chairman. Any issues
concerning the Chairman’s time commitment are dealt with
by the Nomination Committee, chaired for this purpose by the
Senior Independent Director.
Each non-Executive Director is required to inform the Board of
any changes to their other appointments.
During the year, the Chairman has also held meetings with the
non-Executive Directors, without the Executive Directors present.
The appointments of non-Executive Directors are subject to
formal, rigorous and transparent procedures which are
described more fully in the Nomination Committee Report
which is set out on page 47.
Diploma PLC Annual Report & Accounts 2016 41
Diversity
The Board is committed to a culture that attracts and retains
talented people to deliver outstanding performance and further
enhance the success of the Group. In that culture, diversity
across a range of criteria is valued, primarily in relation to skills,
knowledge and experience and also in other criteria such
as gender and ethnicity. The Board has considered setting
objectives in relation to diversity, but does not believe that such
objectives are appropriate at this juncture, given the relatively
small Board. The Board will however keep this matter under
review, particularly in light of Board succession and development.
Information and professional development
An induction programme is agreed for all new Directors aimed
at ensuring that they are able to develop an understanding
and awareness of the Group’s core processes, its people and
businesses. The non-Executive Directors’ awareness of the
businesses is further developed through periodic visits to the
principal business locations and presentations to the Board
by senior management of the businesses. In 2016, the Board
received presentations from senior management of the
Clarendon specialty fasteners business.
Following the new appointments to the Board last year, a
managed induction programme was set up which included a
visit by each of the new non-Executive Directors to the major
business units in each of the Group’s Sectors where they have
an opportunity to meet with senior management in these
businesses. Meetings were also held individually between each
of the non-Executive Directors and the Executive Directors and
with some of the principal advisors to the Company.
The Chairman, with the assistance of the Chief Executive Officer
and the Group Company Secretary, is responsible for ensuring
that Directors are supplied with information in a timely manner
that is in a form and of a quality appropriate to enable them to
discharge their duties. In the normal course of business, the
Chief Executive Officer gives an oral report to the Board at each
meeting and information is provided and reported through
formal Board reports that include information on operational
matters and strategic developments. There are also reports
on the performance of the Group’s businesses, financial
performance relative to the budget, risk management, business
development and investor relations.
The training needs of the Directors are periodically discussed at
Board meetings and where appropriate, briefings as necessary
are provided on various elements of corporate governance and
other regulatory issues.
The Group Company Secretary acts as an advisor to the Board
on matters concerning governance and regulatory issues and
ensures compliance with Board procedures. All Directors have
access to his advice and a procedure also exists for Directors
to take independent professional advice at the Company’s
expense. No such advice was sought during the year. The
appointment and removal of the Group Company Secretary
and his remuneration are matters for the Board as a whole.
Board evaluation
The Board undertakes an annual evaluation of effectiveness
using specially designed evaluation forms and under the
direction of the Chairman. This exercise encompasses an
evaluation of the performance of the Board as a whole, as well
as of each of the Committees and individuals. Feedback on
Board performances is presented by the Chairman to the Board
and actions and objectives are agreed for the following year.
Following the externally led evaluation of the effectiveness of
the Board carried out in 2015, the Board this year completed its
annual evaluation of the Board’s effectiveness using internal
resources. The exercise encompassed an evaluation of the Board
as a whole, the Board Committees and of individual Directors.
The externally led evaluation of the Board carried out in 2015
covered seven topics: Board role and responsibilities; oversight;
arrangements for Board meetings; support of the Board; Board
composition; working together and outcome and achievements.
The facilitator of this evaluation concluded last year that the
Board’s effectiveness was strong with an average score of 73%
across each of the seven topics assessed. The facilitator also
recommended a small number of items that the Board should
address with the aim of strengthening the Board’s effectiveness.
The principal matters were:
• the Board should formally review the Group’s controls over
cyber-risk on a more regular basis. During the year, the Board
received a Paper which set out both the risks that existed
across the Group’s businesses in connection with cyber-
crime and the controls that had been set up at the larger
business clusters to mitigate this risk. The Board also agreed
to appoint a member of senior management who would have
responsibility for monitoring and reporting to the Board any
significant potential cyber-attacks on the Group’s businesses.
• the Board should target a timetable for circulating
Board papers and minutes to all members of the Board.
A revised timetable has now been agreed and has been
put into operation.
The internal Board evaluation which was carried out in August
2016 was less rigorous than the externally led evaluation carried
out last year. The results of the review were satisfactory and
there were no negative performance issues identified from the
evaluation that related to individual Directors or the
performance of the Board Committees.
The issues identified in this evaluation were more broadly
focused on matters that the Board believed should be further
developed for discussion at meetings of the Board. These
matters included:
• competitive factors facing the principal businesses in each
of the Sectors;
• potential impact of innovative or disruptive technologies
on the Group’s activities; and
• strategies to manage the Group in a post Brexit and
potentially lower growth environment.
The Board will report on progress made with implementing
these recommendations in next year’s Annual Report
& Accounts.
The Senior Independent Director, together with the non-
Executive Directors also carried out a performance evaluation
of the Chairman, having taken account of the views of all of
the Directors.
Re‑election
All Directors of the Board are subject to election by the
shareholders at the first AGM following their appointment
by the Board and in accordance with the Code, all Directors
will also stand for re-election annually at the AGM.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 42
Corporate Governance continued
Conflicts of interest
Directors are subject to a statutory duty under the Companies
Act 2006 (“the Act”) to avoid a situation where they have, or
could have, a direct or indirect interest that conflicts, or possibly
could conflict, with the Company’s interests. The Act allows
directors of public companies to authorise conflicts and
potential conflicts where appropriate, where the Articles of
Association (“the Articles”) contain a provision to this effect.
The Act also allows the Articles to contain other provisions for
dealing with Directors’ conflicts of interest to avoid a breach
of duty.
Procedures adopted to deal with conflicts of interest continue
to operate effectively and the Board’s authorisation powers
are being exercised properly in accordance with the
Company’s Articles.
Charles Packshaw, the Company’s Senior Independent Director,
is also Head of UK Advisory and Managing Director in HSBC’s
global banking businesses which is one of the principal banks
that provide bank facilities and ancillary banking services to the
Group and its businesses. The Board remains satisfied that this
relationship does not provide a conflict of interest.
Accountability
The Board is responsible for ensuring that the Annual Report
& Accounts taken as a whole present a fair, balanced and
understandable assessment of the Group and provides the
information necessary to shareholders to assess the Group’s
position and performance, business model and strategy. This
is achieved through this Annual Report & Accounts, the Annual
Review and through other periodic financial statements and
announcements.
The Board is responsible for determining the nature and extent
of the principal risks it is willing to take in achieving its strategic
objectives and for maintaining sound risk management and
internal control systems. The Board is also responsible for
monitoring the Group’s risk management and internal control
systems and it reviews the effectiveness of these systems
through the work of the Audit Committee.
The principal risks which the Board has identified this year are
set out in the section on Internal Control and Risk Management
on pages 30 to 33 of the Strategic Report.
Relations with shareholders
The Company has a well-developed investor relations
programme managed by the Chief Executive Officer and Group
Finance Director. Through this programme, the Company
maintains regular contact with major shareholders to
communicate clearly the Group’s objectives and monitors
movements in significant shareholdings.
During the past several years, these communications have been
enhanced by the introduction of Investor Days, both in the UK
and in Canada which were well attended. In addition, Investor
Roadshows are now held each year in the US and Canada as well
as in the UK and formal investor presentations are made twice a
year to groups of private client fund managers.
Most shareholder contact is with the Chief Executive Officer and
Group Finance Director through presentations made twice a
year on the operating and financial performance of the Group
and its longer term strategy. The Chief Executive Officer and
Group Finance Director generally deal with questions from
individual shareholders.
The Group’s website contains up-to-date information for
shareholders which includes the Annual Report & Accounts
of the past seven years, current and historic share price
information, news releases, and presentations to analysts and
key shareholders. The website also contains factual data on the
Group’s businesses, products and services.
The non-Executive Directors are given regular updates as to the
views of institutional shareholders and an independent insight
is sought through research carried out twice a year by the
Company’s advisors, focused on both investors and analysts.
Through these processes, the Board is kept abreast of key
issues and the opportunity is available on request for
shareholders to meet the Chairman or Senior Independent
Director, separately from the Executive Directors.
Electronic communications to shareholders include the Notice
of the AGM which is sent at least 20 working days prior to the
meeting. The Company proposes a separate resolution on each
separate issue and for each resolution, proxy appointment
forms provide shareholders with the option to vote in advance
of the AGM.
All shareholders have the opportunity to put questions at the
Company’s AGM, when the Chairman and Chief Executive
Officer give a statement on the Group’s performance during the
year, together with a statement on current trading conditions.
The Chairman of the Board and of the Remuneration and Audit
Committees are available to answer questions at the meeting.
The Board has resolved, in line with best practice, to conduct a
poll on each resolution proposed at the AGM. The results of the
AGM resolutions, including details of votes cast, are published
on the Company’s website.
With regard to other shareholder meetings, other than AGMs,
the Board will continue, in ordinary circumstances, to provide as
much notice as possible and certainly no less than 14 working
days. However, the Board considers that it should still retain the
flexibility to reduce the timescale to 14 clear days in the case of
non-routine business and where it is merited by the business of
the meeting. For this reason, the Board has again proposed a
resolution at the AGM to reduce the notice period for General
Meetings from 21 to no less than 14 clear days.
Diploma PLC Annual Report & Accounts 2016 43
Audit Committee Report
Anne Thorburn
Chairman of the Audit Committee
Key Duties
(Full terms of reference are available on the Company’s
website.)
• Monitors the integrity of the financial statements of the
Group and assists the Board in fulfilling its responsibilities
relating to external financial reporting and similar
announcements, including Half Year and Annual financial
statements and quarterly trading updates.
• Reviews key accounting and auditing issues.
• Reviews the Group’s internal control systems and risk
management procedures.
• Recommends appointment and/or reappointment of the
external auditor and approves their terms of engagement.
• Reviews and monitors independence of the external
auditor and the effectiveness of the audit process.
• Monitors policy on external auditor supplying
non-audit services.
• Monitors fraud reports and operation of the Company’s
Whistleblowing and anti-Bribery and Corruption policies.
• Reviews effectiveness of the Internal Audit function and
makes recommendations to the Board.
• Approves the Internal Audit work programme and reviews
the results of the work undertaken.
• Reviews the basis on which the Company and its principal
subsidiaries continue to prepare their financial statements
on a going concern basis.
• Reports to the Board on how it has discharged its
responsibilities.
“There is a strong culture across the
Group of maintaining robust and
effective systems of internal control.”
Members of Committee:
Attendance
Anne Thorburn (Chairman, appointed on
17 November 2015)
Marie-Louise Clayton (retired on 16 November 2015)
Charles Packshaw
Andy Smith
6/6
1/1
6/6
6/6
Dear Shareholder
I was appointed to the Board in September last year and became
Chairman of the Audit Committee in November. I completed a
detailed induction process with excellent input from the
executives and finance staff, particularly the Group Internal
Audit Manager. I also visited a number of the larger business
units and had discussions with senior operational management.
I observed a strong culture across the Group of maintaining
robust and effective systems of internal control over both
financial and operational processes. I also noted a particular
focus on rapid integration of new acquisitions to achieve the
required Group standards.
While there were no significant new regulatory requirements
to address this year, the Committee’s agenda was very full
and is described in detail on page 44. The Group’s financial and
operational policies and processes are well established and
no significant control weaknesses were noted from the issues
reviewed by the Committee during this year. However, it is
important to continuously review and develop the risk
management and control systems to support the ongoing
growth of the Group. During 2016 we introduced an improved
whistleblowing process and approved plans to increase the
Internal Audit resource.
The Committee remains satisfied that the external auditor
carries out a robust and effective audit with appropriate
challenge of executive management. However, in 2017 we will
be initiating an external audit tender process as Deloitte LLP
approaches its ten year anniversary as Group auditor.
Finally, I look forward to meeting shareholders at the AGM on
18 January 2017 and will be happy to respond to any questions
relating to the activities of the Audit Committee.
Anne Thorburn
21 November 2016
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 44
Audit Committee Report continued
Audit Committee
The Committee is chaired by Anne Thorburn and comprises
three independent non-Executive Directors. The Chair of the
Committee is a qualified accountant, who has recent and
relevant financial experience.
The Audit Committee is satisfied that as a whole, the
Committee has sufficient knowledge and competence in the
Sectors in which the Group operates in order to provide
appropriate challenge to management.
The Group Company Secretary acts as Secretary to the
Committee. The Executive Directors also attend Committee
meetings and the Internal Audit Manager also attended two
Committee meetings. The Committee met with the external
auditor and Internal Audit Manager during the year, without the
Executive Directors being present.
Engagement of the external auditor
The external auditor is engaged to express an opinion on the
financial statements of the Group and of the Company. The
audit includes the review and testing of the systems of internal
financial control and the data contained in the financial
statements, to the extent necessary for expressing an audit
opinion on the truth and fairness of the financial statements.
Deloitte LLP has been the Company’s auditor since its
appointment in 2008. Deloitte LLP provides the Committee with
relevant reports, reviews and advice throughout the year, as set
out in their terms of engagement.
In accordance with UK regulations, the Company’s auditor
adheres to a rotation policy based on best practice and a new
Group lead engagement partner was appointed in 2013 in place
of the previous lead engagement partner who had completed a
term of five years in that role.
During the year, the Committee carried out an assessment of the
effectiveness of the external audit process. The assessment was
led by the Chair of the Committee, assisted by the Group Finance
Director and focused on certain criteria which the Committee
considered to be important factors in demonstrating an effective
audit process. These factors included the quality of audit
staff, the planning and execution of the audit, and the role of
management in the audit process. Following this assessment, the
Committee concluded that the external audit process remained
effective and that it provides an appropriate independent
challenge of the Group’s senior management.
The Committee remains satisfied that Deloitte continues to
provide a robust and effective audit, and supports the work of
the Committee through clear and objective communication on
developments in financial reporting and governance.
In 2016, the Committee commenced its review of the
Company’s audit tender timetable and processes in preparation
for the audit tender which is likely to carried out during the
Spring/Summer of 2017. As part of this process, the Committee
Chair arranged initial meetings with potential engagement
partners from the audit firms that are likely to be asked to tender
for the audit. This timing will ensure that there is sufficient
opportunity, if necessary to transition the audit of the Group
from the incumbent auditor to the auditor-elect. It is currently
anticipated that the auditor-elect will shadow the audit of
30 September 2017 results, before taking on sole responsibility
as auditor of the Company following the AGM in 2018.
The Audit Committee confirms that the Company has complied
with the provisions of the Competition & Markets Authority
Order throughout its financial year ended 30 September 2016
and up to the date of this report.
Audit Committee Agenda – 2016
• Reviewed and agreed the scope of work to be undertaken
by the external auditor and agreed the terms of
engagement and fees to be paid for the external audit.
• Reviewed the Annual Report & Accounts and received
reports from the Group Finance Director and the external
auditor on the key accounting issues and areas of
significant judgement.
• Reviewed the processes necessary to ensure that the
Board was able to confirm that the Annual Report &
Accounts are “fair, balanced and understandable”.
• Reviewed the report from the Group Finance Director
on the controls in place to mitigate fraud risk.
• Reviewed the Half Year Announcement and received
reports from the Group Finance Director and the external
auditor on the key accounting issues and areas of
significant judgement.
• Reviewed the effectiveness of the Group’s internal
control and risk management procedures and, where
appropriate, made recommendations to the Board on
areas for improvement.
• Reviewed the Group’s policy on anti-Bribery and
Corruption and the procedures in place to ensure
compliance across the Group.
• Reviewed the Trading Updates at meetings held in
January, March and August.
•
Invited the Internal Audit Manager to attend meetings
in September and January to review the results of the
Internal Audit work for the current year and to agree the
scope and focus of Internal Audit work to be carried out
in the following year.
• Reviewed the scope of sanctions issued by the European
Union and the US and the procedures being followed by
the Group’s businesses to monitor compliance.
• Reviewed the effectiveness of the external audit process
and recommended the reappointment of the Group’s
external auditor.
• Reviewed the Group’s policy on whistleblowing and the
introduction of a dedicated external telephone hotline
service for all employees to raise concerns.
• Reviewed the Group’s policy on non-audit services which
may be provided by the auditor.
• Reviewed the ESMA guidance on “Alternative Performance
Measures” to ensure that the Group’s adjusted measures
remained compliant.
• Reviewed the implications of FRS 101 that will impact the
Group’s UK statutory reporting companies, including the
Parent Company, Diploma PLC.
• Reviewed terms and implications of the Competition &
Markets Authority Order and the EU Audit Directive and
Audit Regulation.
• Reviewed the Audit Committee terms of reference.
Diploma PLC Annual Report & Accounts 2016 45
Financial reporting and significant judgements
As part of its monitoring of the integrity of the financial
statements, the Committee reviews whether suitable
accounting policies have been adopted and whether
management has made appropriate estimates and judgements
and seeks support from the external auditor to assess them.
Risk management and internal control
The principal risks and uncertainties which are currently judged
to have the most significant impact on the Group’s long term
performance are set out in a separate section of the Strategic
Report on Internal Control and Risk Management on pages 30
to 33.
The main issues reviewed in the year ended 30 September 2016
are set out below:
Impairment of goodwill
The Committee considered the carrying value of goodwill
and the assumptions underlying the impairment review.
The judgements in relation to goodwill impairment largely
relate to the assumptions underlying the calculations of the
value in use of the Sector being tested for impairment. These
judgements are primarily the calculation of the discount rate,
the achievability of strategic business plans and macroeconomic
assumptions underlying the valuation process. This area is
a prime source of audit focus and accordingly the external
auditor provided detailed reporting to the Committee.
Accounting for acquisitions
The Committee reviewed the accounting for acquisitions
completed during the year and the assumptions underlying the
valuation of intangible assets. They discussed the nature of the
intangible assets with the Group Finance Director and the period
over which these assets are to be amortised. The Committee
also discussed the fair value adjustments and the value
attributed to deferred consideration. The Committee also
discussed with the external auditor the work they had carried
out to satisfy themselves that the valuation assumptions
were appropriate.
Valuation of inventory
The Committee reviewed the Report of the Group Finance
Director that set out the gross balances by business, together
with any related provision against the carrying value. The
Committee reviewed the bases used to value and confirm
existence of inventory held across the Group; they also
considered the appropriateness of provisions held against the
carrying value of inventory, having regard to the age and
volumes of inventory, relative to expected usage. This matter
was also discussed with the external auditor.
The Committee was satisfied that each of the matters set out
above had been fully and adequately addressed by the Executive
Directors, appropriately tested and reviewed by the external
auditor and that the disclosures made in the Annual Report &
Accounts were appropriate.
In addition to the main issues reviewed above, the Committee
also seeks confirmation from the auditor that the Group’s
businesses follow appropriate policies to recognise material
streams of revenue and that the audit work carried out more
generally has assessed any instances where management may
be able to override key internal controls designed to guard
against fraud or material misstatement. The auditor also reports
to the Committee on other less material matters relating to the
calculation of, and accounting for the gain on sale of assets in
2016, the Group’s two pension scheme arrangements,
(accounted for in accordance with IAS 19 (Revised)) and the
Group’s taxation position.
The Committee is responsible for reviewing the effectiveness
of the Group’s system of internal control. The system of internal
control is designed to manage rather than eliminate the risk
of failure to achieve business objectives and can only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Board has established a clear organisational structure
with defined authority levels. The day-to-day running of the
Group’s business is delegated to the Executive Directors of the
Company. The Executive Directors visit each operating unit on
a regular basis and meet with both operational and finance
management and staff.
Key financial and operational measures relating to revenues,
cash and receivables are reported on a weekly basis. Detailed
management accounts and KPIs are prepared monthly using
a robust proprietary reporting system to collect and analyse
financial data in a consistent format. Monthly results are
measured against both budget and half year reforecasts which
have been approved and reviewed by the Board. All capital
expenditure above pre-defined amounts must be supported
by a paper prepared by business management.
All financial data is taken directly from the trial balances of
each business held in their local ERP systems and re-analysed
and formatted into a separate Group management reporting
system, operated by the Group finance department. There is
no re-keying of financial data and very limited use is made
of spreadsheets by the Group businesses to report monthly
financial results. The Group finance department continues to
develop the functionality of this management reporting system
to provide greater insights into the activities of the Group’s
businesses. The Group’s internal auditor regularly audits the
base data at each business to ensure it is collected by the
management reporting system.
As part of the year end close process each business is required
to complete a self-assessment which evaluates their financial
control environment in the business designed to identify
weaknesses in controls. These assessments are critically
reviewed by the Group’s Internal Audit Manager and a summary
for each business is prepared for the Audit Committee. In
addition, senior management of each business are required
to confirm their adherence with Group accounting policies,
processes and systems of internal control by means of a
representation letter addressed to the Audit Committee.
The Committee has reviewed the effectiveness of the Group’s
risk management and internal control systems for the period
from 1 October 2015 to the date of this Report. Taking into
account the matters set out on pages 30 to 33 relating to
principal risks and uncertainties and the reports from the
Internal Audit Manager, the Board, with the advice of the
Committee, is satisfied that the Group has in place effective
risk management and internal control systems.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 46
Audit Committee Report continued
Internal Audit
The Group’s finance department includes a separate Internal
Audit function. This function is managed by a qualified internal
auditor who is based in one of the Group’s businesses in
Minneapolis in the US. The internal auditor remains a member of
the Group management team in Diploma PLC and reports directly
to both the Group Finance Director and Chair of the Audit
Committee. The Audit Committee has approved the recruitment
of an additional internal audit resource, to commence in the
New Year and be based from the United Kingdom.
The Regulations substantially curtail those non-audit services
which can be provided by the auditor to the Company and in
particular, prohibits all tax related services, including compliance
services as well as general advice, and all consultancy and
advisory services. The Regulations require that Board approval is
required if eligible non-audit services, such as due diligence and
similar assurance services exceed 30% of the prior year Group
audit fee and the Company may not allow eligible non-audit
services to exceed 70% of the Group audit fee, calculated on
a rolling three-year basis.
A full programme of internal audit visits has been completed
during the year. The scope of work carried out by internal audit
generally focuses on the internal financial controls and risk
management procedures operating within each business. In
January, the Internal Audit Manager presents his audit plan for
the year to the Committee for their approval. Written reports are
prepared on the results of each visit which set out weaknesses
identified during the work, together with recommendations to
improve the control environment. These reports are reviewed
and discussed with the Executive Directors.
At the conclusion of the financial year, the Internal Audit
Manager reports to the Committee on the results of the audit
work carried out in the year. The Committee reviews
management’s response to matters raised, including the time
taken to resolve such matters. There were no significant matters
identified in the internal audits undertaken during the current
year, with the exception of concerns reported in connection with
weak systems of internal control in the recently acquired WCIS
businesses. These weaknesses were quickly addressed by local
management with the assistance of resources in Group Finance
and the control environment has now been stabilised. More
generally, recommendations were made on other internal audits
this year relating to inadequate inventory reconciliations, weak
user access controls in some ERP systems and more timely and
detailed employee expense reporting.
As well as carrying out Internal Audit on financial transactions,
work was also targeted this year to ensure high level controls
were in place to mitigate the risk of cyber-attacks and
on processes and documentation supporting foreign
currency hedging.
The Internal Audit Manager also continues to assist the
Committee in its oversight of the Group’s controls designed to
ensure compliance with the policy on anti-Bribery and Corruption.
The Internal Audit Manager reported to the Committee that
good progress had been made by the Group’s businesses in
implementing recommendations communicated last year and in
particular in improving procedures operating over formalising
month end close procedures, policies for inventory provisioning
and controls over supplier master file data.
The Committee continues to keep under review the need
for a more independent Internal Audit function in the Group.
The Committee remains satisfied that the Group’s system of
internal control is appropriate for a group of the size and nature
of Diploma PLC and the Committee’s current view is that a
separate formal independent Internal Audit function is not
required at this time.
Non‑audit services
The Committee has reviewed its internal guidelines covering the
type of non-audit work that can be carried out by the external
auditor of the Company, in light of the new regulation set out
in the EU Audit Directive and Audit Regulation 2014. These
Regulations came into force on 17 June 2016 and apply to the
Company from 1 October 2017.
In Diploma PLC, taxation services are not provided by the
Group’s audit firm; a separate firm is retained to provide tax
advice and any assistance with tax compliance matters
generally. In addition, due diligence exercises on acquisitions
and similar transactions are not provided by the auditor, but are
placed with other firms.
The Group auditor is retained to carry out assurance services
to the Committee in connection with carrying out “agreed
upon procedures” on the Group’s Half Year consolidated
financial statements.
The Group Finance Director does not have delegated authority
to engage the auditor to carry out any non-audit work, but must
seek approval from the Chairman of the Audit Committee.
The Committee assures itself of the auditor’s independence by
receiving regular reports from the external auditor which provide
details of any assignments and related fees carried out by the
auditor in addition to their normal audit work, and these are
reviewed against the above guidelines.
Details of the external auditor’s total fees, including non-audit
fees of £13,000 paid to Deloitte LLP during the year are set out
in note 28 to the consolidated financial statements.
Sanctions
The Audit Committee continued to work with senior
management of the Company, in conjunction with local
management of Kentek’s Russian operations, to ensure ongoing
compliance with EU and US led sanctions. The Committee has
received reports on compliance with these sanctions and will
continue to monitor developments until the sanctions are
suspended or revoked.
Anti‑Bribery and Whistleblowing
Diploma has a Group-wide anti-Bribery and Corruption policy
to comply with the Bribery Act 2010 and it periodically reviews
its procedures to ensure continued effective compliance in its
businesses around the world. During the year, the Group rolled
out an e-learning training programme to all its businesses. This
training has been undertaken by all senior management and
employees in customer or supplier facing roles. These training
programmes are regularly carried out and the e-learning training
programme is being extended to encompass other regulatory
and compliance based topics, including Code of Conduct.
During the year, the Committee updated the Group’s
Whistleblowing Policy, which provides the framework to
encourage and give employees confidence to “blow the whistle”
and report irregularities. The Committee approved the roll out
of a dedicated 24/7 Whistleblowing Hotline across the Group.
The Policy, together with Hotline posters are placed on site
noticeboards across the Group. Employees are encouraged to
raise concerns via the Hotline which is managed by an
independent external company. Reports to the Hotline are
investigated and reported to the Committee, together with
details of corrective action taken. The Group’s Whistleblowing
Policy is monitored by the Committee and no Whistleblowing
matters were reported to the Committee under this policy
during the year.
Diploma PLC Annual Report & Accounts 2016 47
Nomination Committee Report
Key Duties
(Full terms of reference are available on the Company’s
website.)
• Reviews the size, composition and structure of the Board
and the Board Committees.
• Ensures the right balance of skills, knowledge, experience
and diversity on the Board.
•
Identifies, evaluates and nominates candidates to fill Board
and Committee vacancies.
• Reviews succession planning for the Board and senior
executives, taking account of experience, knowledge,
skills and diversity.
• Reviews the Group policy on conflicts of interest and
register and ensures there are no material conflicts
of interest.
• Reviews, as part of the annual evaluation exercise, the
time commitment of non-Executive Directors to the role
and externally.
Agenda 2016
• Completed the initial managed induction programmes of
non-Executive Directors appointed in 2015.
• Evaluated the balance of skills, knowledge and experience
on the Board and its diversity, including gender.
• Considered succession planning in relation to the
Executive Directors and senior management.
• Reviewed Board members’ register of conflicts of interest.
Members of Committee
Attendance
John Nicholas (Chairman)
Marie-Louise Clayton (retired on 16 November 2015)
Charles Packshaw
Andy Smith
Anne Thorburn
2/2
–
2/2
2/2
2/2
The Nomination Committee is chaired by John Nicholas, the
Chairman of the Company. The Committee is chaired by the
Senior Independent Director on any matter concerning the
chairmanship of the Company. The Committee comprises the
non-Executive Directors.
The Group Company Secretary acts as Secretary to the Committee.
Appointment of Directors
As part of any appointment process for new Directors, the
Committee determines the selection criteria for each Director
which takes account of diversity, including gender and sets out
a detailed description of the requirements for the role. The
Committee works with external search agencies as appropriate,
who draw up a long list of candidates from a range of industries
and backgrounds for initial appraisal by the Committee. From
this, a shortlist is prepared of suitable candidates that most
closely meet the selection criteria and these candidates are
interviewed by members of the Committee. Following these
interviews, the Committee recommends to the Board the
appointment of a Director. As part of this process the
Committee ensures that it follows the Board’s policy on
diversity, described on page 41.
Andy Smith and Anne Thorburn, the two non-Executive
Directors appointed in 2015, completed their tailored induction
programmes during 2016, having visited the larger facilities
since appointment. The Chairman has reviewed and agreed
the training and development needs of individual Directors
and encourages them to continually update their skills, together
with knowledge and familiarity with the Company to fulfil their
role on the Board and Board Committees.
Succession planning
At the strategy meeting held in June 2015, the Board reviewed
succession planning for the Executive Directors and for the
senior management cadre comprising ca.90 senior managers
across the Group’s businesses. At this meeting the Board
agreed with the Chief Executive Officer to establish an Executive
Management Group (“EMG”) of key senior managers who will
have the potential to provide leadership in the future. This
initiative forms a key part of the Board’s succession planning
activities. Members of the EMG were confirmed in the early part
of the year and formal meetings over two days were held in
March and September at which members of the EMG discussed
key issues relating to both the shorter term challenges facing
the Group and longer term development of strategy and
operational initiatives.
The Committee also carries out a review of the Board’s
succession plans for management and their direct reports at a
formal meeting of the Committee and the Board in January each
year. This exercise also sets out development plans to target
potential successor senior management in the Group over the
next five years.
The Committee has also reviewed succession planning for the
non-Executive Directors. While the Board has been recently
refreshed, the Chairman’s intention is to stagger retirement
among the non-Executive Directors in order to maintain
continuity and to preserve Board balance.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 48
Remuneration Committee Report
“Our remuneration policies remain
appropriate and continue to deliver
a fair and balanced reward package.”
Members of Committee:
Attendance
Andy Smith (Chairman)
Anne Thorburn
John Nicholas
Marie-Louise Clayton (retired on 16 November 2015)
Charles Packshaw
4/4
4/4
4/4
–
4/4
Dear Shareholder
Executive remuneration has been the subject of much analysis
and debate generally this year and the Committee has noted the
emerging views and trends. The Committee is confident that
the Company’s present policy, as approved by shareholders in
January 2015, remains appropriate and continues to provide an
effective mechanism to reward and incentivise Executives to
deliver outstanding performance and achieve the Company’s
strategic objectives.
The Regulations governing Directors’ remuneration require the
remuneration policy to be reviewed during 2017 and this will
enable the Committee to present an updated remuneration
policy for shareholder approval at the AGM in January 2018. In
carrying out the review, the Committee will take into account
appropriate external guidance, including the recent publication
on Principles of Remuneration issued by the Investment
Association, and will consult as appropriate with the Company’s
larger shareholders.
This year’s Annual Report on Remuneration is set out on pages
54–61 of the Annual Report. Remuneration policies have been
applied without adjustment.
Andy Smith
Chairman of the Remuneration Committee
The financial element of the annual performance bonus paid to
the Executive Directors this year was at 95% of the maximum
(2015: 51% of the maximum) as determined by the targets set for
the increase in adjusted earnings per share. The Group delivered
an increase of 10% in adjusted EPS and the Committee
considers the bonus payment to be an appropriate level of
reward for a very strong performance in a global environment
of sluggish growth.
The LTIP awards for the three years ended 30 September 2016
vested at 45% of the maximum (2015: 25%). This was
determined by a compound increase of 7% p.a. in adjusted
earnings per share and of 14% p.a. in total returns to
shareholders over the period. The shareholder returns from
Diploma PLC have for many years remained well above the
median returns reported by the FTSE 250 Index, as shown in the
graph on page 59, and, accordingly, the Committee considers
the level of LTIP awards vesting to be appropriate.
As indicated in last year’s Report, Iain Henderson retired as
an Executive Director of the Company following the AGM on
20 January 2016 and from full-time employment with the Group
on 31 March 2016. The Committee was clear that Iain should
be treated as a “good leaver” given his performance and
contribution over 18 years’ service and this was communicated
to all shareholders via the London Stock Exchange RNS at the
time. Accordingly, Iain received his salary and contractual
benefits up to 31 March 2016. His annual performance bonus
and LTIP awards (including the award that would have vested
at 30 September 2017) have been performance-tested as at
30 September 2016 and then reduced pro-rata to recognise Iain’s
actual employment period.
The Committee will continue to take an active role in reviewing
the overall remuneration at senior levels in the organisation to
ensure that they remain consistent with the actual performance
delivered and effective in attracting and retaining the talent that
the Group needs.
I look forward to meeting shareholders at this year’s AGM on
18 January 2017 and will be pleased to answer any questions or
concerns they have on the Company’s remuneration policy.
Base salaries for Executive Directors for the new financial year
(that is, from 1 October 2016) have increased by 2.5% (2015: 3%)
in line with general wage inflation and the increases applied
generally across the Group’s senior management cadre.
Andy Smith
21 November 2016
Diploma PLC Annual Report & Accounts 2016 49
Remuneration Committee
The Remuneration Committee (“the Committee”) is chaired by
Andy Smith and comprises independent non-Executive Directors.
Key Duties
Bruce Thompson, Chief Executive Officer, attends meetings
at the invitation of the Committee to provide advice to the
Committee to help it make informed decisions. The Group
Company Secretary attends meetings as Secretary to
the Committee.
The Remuneration Committee Report
The Report has again been presented this year in two sections.
The first section repeats the key elements of the Director’s
Remuneration Policy which was approved by shareholders at the
AGM on 21 January 2015. This Policy, which was set out in the
2014 Annual Report, will continue for a period of three years until
21 January 2018, unless replaced or amended by a new policy.
The second section of this Report sets out the annual
remuneration paid to the Directors in the year ended
30 September 2016. This section of the Report will continue
to be subject to an advisory vote by shareholders at the AGM.
Remuneration principles and structure
The Committee has adopted remuneration principles which are
designed to ensure that senior executive remuneration:
•
is aligned to the business strategy and promotes the long
term success of the Company;
• supports the creation of sustainable long term
shareholder value;
• provides an appropriate balance between remuneration
elements and includes performance related elements
which are transparent, stretching and rigorously applied;
• provides an appropriate balance between immediate and
deferred remuneration; and
• encourages a high-performance culture by ensuring
performance-related remuneration constitutes a substantial
proportion of the remuneration package and by linking
maximum payout opportunity to outstanding results.
The Policy Table set out on the next page summarises the
components of reward for the Executive Directors of Diploma
PLC that will govern the Company’s intentions as regards future
payments. More detailed descriptions of the incentive plans are
given in the following sections.
There have been no changes made to this Policy since it was
approved by shareholders at the AGM in January 2015, with
the exception that the Committee has approved clawback
provisions to PSP awards and the annual bonus plan granted to
Executive Directors after 1 October 2015. This recommendation
was included in the 2014 UK Corporate Governance Code.
(Full terms of reference are available on the Company’s
website.)
• Sets, reviews and recommends to the Board for approval
the Group’s overall Remuneration Policy and strategy.
• Sets, reviews and approves individual remuneration
arrangements for the Executive Directors, including terms
and conditions of employment and any Policy changes.
• Reviews and monitors remuneration arrangements for
the senior managers of the operating businesses,
including terms and conditions of employment and any
Policy changes.
• Approves the rules and design of any Group share-based
incentive plans, and the granting of awards under any
such plans.
• Sets, reviews and approves the fees of the Chairman.
Agenda 2016
• Reviewed Executive Directors’ salaries, pensions
and benefits.
• Approved Annual Performance Bonus targets and the
subsequent bonus awards for 2016.
• Approved new PSP awards to Executive Directors and
confirmed the performance conditions for such awards.
• Confirmed the vesting percentages for the PSP and SMP
awards made in 2013 which crystallised in 2016.
• Approved the exercise of nil cost options.
• Approved the 2016 Remuneration Committee Report.
• Reviewed the AGM 2016 votes on the 2015 Remuneration
Committee Report.
• Reviewed the Committee’s terms of reference.
• Maintained watching brief on external reports on
Directors’ remuneration.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 50
Remuneration Committee Report continued
Directors’ Remuneration Policy
Policy table
Executive Directors
Component
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Base salary
To attract and retain
talent by ensuring
that salaries are
competitive.
Salaries are paid monthly
and are reviewed annually,
with changes normally
effective from 1 October.
There is no maximum
limit set. Salaries are
targeted at a mid-market
range for equivalent roles
in similar companies.
To reflect the
individual’s
experience and role
within the Group.
Designed to be
competitive within
the market to
reward sustained
contribution by
Executive Directors.
To provide a
competitive package
of benefits.
Pensions
Benefits
Annual
Performance
Bonus Plan
A cash-based scheme
designed to focus
Executive Directors
on achievement of
the annual budget
and other business
priorities for the
financial year.
Long Term
Incentive Plan –
Share Awards
Incentivise Executive
Directors to achieve
superior returns
and long term
value growth.
Align the interests
of the Executive
Directors with
those of Diploma
PLC shareholders
through building
a shareholding in
the Company.
Salary levels and increases
are determined based
on a number of factors,
including individual and
business performance, level
of experience, scope of
responsibility, salary increases
for employees more generally
and the competitiveness of
total remuneration against
companies of a similar
size and complexity.
Pension contributions at 20%
of base salary, which are either
paid into personal pension
savings schemes or paid as
a separate cash allowance.
Payment in lieu of a
company car.
Life assurance, income
protection, annual leave
and medical insurance.
Dependent on adjusted EPS
of the Group for the Chief
Executive Officer. For other
Executive Directors, 75% of
bonus opportunity is based
on the same financial criteria
as the Chief Executive Officer,
with the remaining 25% of
bonus opportunity subject
to achievement of specific
personal objectives.
Performance assessed
over rolling three-year
performance periods.
Awards are discretionary and
do not vest until the date
on which the performance
conditions are determined. If
employment ceases during a
three-year performance period,
awards will normally lapse.
Awards include dividend
equivalents which are cash
bonuses or shares in lieu
of dividends forgone on
dividends accrued up to time
of vesting, but not thereafter.
No maximum limit set.
As for base salary.
No maximum limit is
prescribed, but the
Committee monitors
annually the overall cost
of the benefit provision.
Maximum 125% of base
salary for the Chief Executive
Officer and 100% for
other Executive Directors.
On-target bonus is 50%
of maximum bonus and
threshold performance
is 5% of base salary.
Opportunity as a percentage
of salary is 175% for each
award made to the Executive
Directors under the 2011
Performance Share Plan. The
Committee has discretion
to increase awards under
the Performance Share
Plan to 250% of salary in
exceptional circumstances.
Dependent on the
level of dividends as
applied to the number of
unvested PSP awards.
As for base salary.
Adjusted EPS is the
principal metric.
Discretion related to minimum
thresholds for adjusted
operating margin, free
cash flow and ROATCE.
Personal objectives for
Chief Operating Officer and
Group Finance Director.
• 50% on adjusted EPS
relative to a set of absolute
performance targets set by
the Committee.
• 50% on Total Shareholder
Return (“TSR”) relative to
the median performance of
the FTSE 250 Index
(excluding Investment
Trusts).
Chairman and non-Executive Directors
Component
Purpose and link to strategy
Operation
Maximum opportunity
Performance metrics
Chairman and
non‑Executive
Directors’ fees
To attract and retain a
Chairman and suitable
independent non-
Executive Directors
by ensuring that fees
are competitive.
Paid quarterly in arrears
and reviewed each year.
Annual Board evaluation.
The Chairman’s and non-
Executive Directors’ fees are
determined by reference to
the time commitment and
relevant benchmark market
data. A Board Committee
Chairman and the Senior
Independent Director may
also receive an additional
fee in recognition of the
greater time commitment.
Diploma PLC Annual Report & Accounts 2016 51
Executive Directors
Base salary
In determining the annual base salary increases which apply
from 1 October, the Committee considers comparative salaries
in similar companies and the range of remuneration increases
applying across the Group and in particular for the Group’s
senior management cadre comprising ca.90 senior managers
across the Group’s businesses.
Annual Performance Bonus
The Diploma PLC Annual Performance Bonus Plan is a cash-
based scheme designed to reward Executive Directors for
meeting stretching shorter term performance targets. At the
start of the financial year (1 October), the Board sets a financial
performance target principally focused on achievement of
a target adjusted EPS, which to pay out at the maximum is
significantly ahead of both internal annual budgets and market
consensus. The level of bonus payable for achieving the
minimum target is 5% of base salary. No bonus is payable if
adjusted EPS does not meet the minimum target.
The definition of adjusted EPS is consistent with the Group’s
financial statements, however the Committee has discretion
to modify the definition in the event of changes in accounting
policy and/or material operational, market, exchange rate or
environmental factors in order to more appropriately reflect
management performance. The Committee has discretion
to reduce awards if minimum thresholds are not achieved
for adjusted operating margins, free cash flow and return on
adjusted trading capital employed (“ROATCE”). Where used,
the rationale for the exercise of this discretion will be disclosed
in the next Remuneration Committee Report.
Different performance measures and weightings may be used
for future cycles of the Annual Performance Bonus Plan to those
set out in the Policy Table to take into account changes in the
business strategy.
Individual objectives have also been set for the Chief Operating
Officer (for the six months until his retirement on 31 March 2016)
and for the Group Finance Director relating to factors
including operating performance, business and management
development activities. At the end of the financial year, the
Committee meets to assess the performance of each Executive
Director against the financial and individual objectives. Bonuses
are normally paid in cash in December.
Long term incentive award
The Company operates a long term incentive award plan for
Executive Directors, being the Diploma PLC 2011 Performance
Share Plan (“PSP”). The PSP is designed to promote the long
term success of the Company, while also aligning the Directors’
interests with those of Diploma PLC shareholders.
The PSP provides for a grant of conditional awards of a specified
number of ordinary shares in the Company, or an option to
acquire a specified number of shares at an exercise price
determined by the Committee (which may be nil or a nominal
amount). No payment is required for the grant of an award.
Awards, which are normally granted annually, must generally be
made within 42 days after the announcement of the Company’s
annual results. When making the decision on the level of award,
the Committee takes into consideration a number of factors,
including the face value of the award and plan dilution limits.
The face value of an award is equal to the number of shares, or
shares under option, multiplied by the relevant share price. The
relevant share price will be the mid-market closing share price on
the day before the award. A face value limit of 175% of base salary
applies to each PSP award to Executive Directors, although the
Committee, at its discretion, may increase the face value of an
award to a maximum of 250% in exceptional circumstances.
All awards will normally vest on the date on which the
performance conditions are determined and confirmed by
the Committee, following the end of the performance period.
The vesting of awards is conditional on:
• continued employment;
• the Company’s growth in adjusted EPS over a three-year
performance period; and
• the Company’s TSR performance over a three-year
performance period.
The latter two performance conditions apply to each award
so that the vesting of 50% of the award is based on growth in
adjusted EPS and 50% of the award is based on the relative TSR
performance. Each performance condition is measured over a
three-year period commencing on the first day of the financial
year in which the award is made. There is no retesting of either
performance metric. At the minimum performance threshold,
25% of the PSP awards will vest.
The Committee will regularly monitor the continuing suitability
of the performance conditions and may impose different
conditions on awards granted in subsequent years, having
regard to prevailing market conditions.
The Committee may decide, on or before the grant of a share
incentive award, that on exercise of the award, the participant
may receive, in addition to the shares in which he then becomes
entitled, a dividend equivalent in respect of the dividends
(excluding any tax credit) which would have been paid to the
participant in respect of shares vesting between the date of
the award and the time of vesting. These dividend equivalent
payments may be made in cash or in an equivalent number
of shares.
Service contracts
The Executive Directors’ service contracts, including
arrangements for early termination, are carefully considered
by the Committee and are designed to recruit, retain and
motivate directors of the calibre required to manage the
Company and successfully deliver its strategic objectives.
The Committee considers that a rolling contract with a notice
period of one year is appropriate for existing and newly
appointed directors.
The Executive Directors’ service contracts, copies of which are
held at the Company’s registered office, have been updated to
recognise developments in law and best practice relating to
such contracts during recent years. These service contracts
contain provisions for compensation in the event of early
termination or change of control, equal to the value of salary
and contractual benefits for the Director’s notice period. The
Company may make a payment in lieu of notice in the event
of early termination and the Company may make any such
payment in instalments with the Director being obliged in
appropriate circumstances to mitigate loss (for example by
gaining new employment).
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 52
Remuneration Committee Report continued
Directors’ Remuneration Policy
The Committee considers that these provisions assist with
recruitment and retention, and that their inclusion is therefore
in the best interests of shareholders.
Details of the service contracts of the Executive Directors who
served during the year are set out below:
Contract
date
Unexpired
term
Notice
period
Compensation
payable
upon early
termination
Bruce Thompson 24 March 2014 Rolling 1 year
24 March 2014 Rolling 1 year
Nigel Lingwood
Iain Henderson1
24 March 2014 Rolling 1 year
1 year
1 year
1 year
1 Retired from the Board on 20 January 2016.
Other remuneration policies
Payment for loss of office
The Committee has considered the Company’s policy on
remuneration for Executive Directors leaving the Company and
is committed to applying a consistent approach to ensure that
the Company pays no more than is necessary.
The loss of office payment policy is in line with market practice
and will depend on whether the departing Executive Director is,
or is deemed to be treated as, a “good leaver” or a “bad leaver”.
In the case of a “good leaver” the policy includes:
• Notice period of 12 months’ base salary, pension and
contractual benefits or payment in lieu of notice.
• Bonus payable for the period worked, subject to achievement
of the relevant performance condition. Different performance
measures (to the other Executive Directors) may be set for
a departing Director as appropriate, to reflect any change
in responsibility.
• Vesting of award shares under the Company’s long term
incentive plan is not automatic and the Committee would
retain discretion to allow partial vesting depending on the
extent to which performance conditions had been met at the
date of cessation and the length of time the awards have been
held. Time pro-rating may be disapplied if the Committee
considers it appropriate, given the circumstances.
• The Committee will also provide for the leaver to be
reimbursed for a reasonable level of legal fees in connection
with a settlement agreement.
When calculating termination payments, the Committee will
take into account a variety of factors, including individual and
Company performance, the obligation for the Executive Director
in appropriate circumstances to mitigate loss (for example, by
gaining new employment) and the Executive Director’s length
of service.
Change of control
Change of control provisions provide for compensation equal to
the value of salary and contractual benefits for the notice period.
In the event of a change in control, vesting of award shares
under the Company’s PSP depends on the extent to which
performance conditions had been met at that time. Time
pro-rating may be disapplied if the Committee considers it
appropriate, given the circumstances of the change of control.
Malus and clawback
Malus provisions apply to awards made under the Company’s
long-term incentive and annual bonus plans which give the
Committee the right to cancel or reduce unvested share awards
(or in the case of the Annual Performance Bonus Plan, cash
payments) in the event of material misstatement of the
Company’s financial results, miscalculation of a participant’s
entitlement or individual gross misconduct.
Clawback provisions apply to PSP and Annual Bonus Performance
Plan awards granted to Executive Directors after 1 October 2015.
The clawback arrangements will permit the Committee to recover
amounts paid to Executive Directors in specified circumstances
and will further safeguard shareholders’ interests.
Remuneration for new appointments
The Committee has determined that new Executive Directors
will receive a compensation package in accordance with the
terms of the Group’s approved Remuneration Policy in force
at the time of appointment.
The Committee has agreed the following principles that will
apply when arranging a remuneration package to recruit new
Executive Directors:
• The remuneration structure will be kept simple where
practicable, hence the use of base salary, benefits, pension
(or cash allowance in lieu), annual performance bonus and
long term incentives.
• The emphasis on linking pay with performance shall
•
continue; hence the use of variable pay in the form of an
annual performance bonus and a long term incentive award,
which will continue to be a significant component of the
Executive Directors’ total remuneration package.
Initial base salary will take into account the experience and
calibre of the individual and their existing remuneration
package. Where it is appropriate to offer a lower salary
initially, a series of increases to the desired salary
positioning may be given over subsequent years subject
to individual performance.
• The structure of variable pay will be in accordance with
Diploma’s approved Policy detailed above with an exceptional
maximum aggregate variable pay opportunity of 375% of
salary. Different performance measures may be set in the
first year for the annual bonus, taking account of the
responsibilities of the individual, and the point in the financial
year that the executive joined.
•
• Benefits will generally be provided in accordance with the
approved Policy, with relocation expenses/an expatriate
allowance paid if appropriate.
In the case of an external recruitment and after having taken
into account any variable pay awards to be granted to the
executive, the Committee may also offer additional cash and/
or share-based elements when it considers these to be in the
best interests of Diploma and shareholders, to replace
variable remuneration awards or arrangements that an
individual has foregone in order to join the Group. This
includes the use of awards made under section 9.4.2 of the
UK Listing Rules. Any such payments would take account of
the details of the remuneration foregone including the
nature, vesting dates and any performance requirements
attached to that remuneration and any payments would not
exceed the expected value being forfeited.
Diploma PLC Annual Report & Accounts 2016 53
•
In the case of an internal appointment, any outstanding
variable pay awarded in relation to the previous role will
be allowed to pay out according to the terms of grant.
• For all new Executive Director appointments, deferral
arrangements will apply, to be set according to the
circumstances of individual appointments and will involve
a requirement to acquire shares with a proportion of any
post-tax annual bonus and/or retention of a proportion of
PSP shares received (after tax), in either case, any such
shares to be retained for at least two years after vesting or
until the mandated shareholding guidelines have been met.
• Fees for a new Chairman or non-Executive Director will be
set in line with the approved Policy.
Committee discretion
The Committee has powers delegated by the Board under which
it operates. In addition, it complies with rules which have either
been approved by shareholders (e.g. the PSP) or by the Board
(e.g. the Annual Performance Bonus Plan). These rules provide
the Committee with certain discretions which serve to ensure
that the implementation of the Policy is fair both to the
Executive Director and to shareholders, taking the overall
performance and position of the Company into account.
The Committee also has discretions to set components of
remuneration within a range from time to time. The extent
of such discretions are set out in the relevant rules or in the
maximum opportunity sections of the Policy Table.
Dilution
In any ten-year period, the number of shares which are or may
be issued under option or other share awards under any
executive share plan established by the Company may not
exceed 5% of the issued ordinary share capital of the Company
from time to time. In any ten-year period, the aggregate number
of shares which are or may be issued under option, or other
share awards under all share plans established by the Company,
may not exceed 10% of the issued ordinary share capital of the
Company, from time to time.
Consultation with shareholders and employees
The Committee will consult with its major shareholders in
advance of any significant changes to the approved Policy.
The Committee also receives reports from the Group Company
Secretary on correspondence received from shareholders
relating to remuneration matters when their approval of the
Remuneration Committee Report is sought at the AGM.
The Committee has not consulted with employees on setting
the Policy for Executive Directors.
Comparison with employee conditions
In determining annual increases in base salary, annual
performance bonuses and benefits, the Committee takes into
account the employment conditions applying across the senior
management cadre. This comparator group comprises ca.90
senior managers across the Group’s businesses. This senior
management cadre has been chosen as a representative group,
since comparisons drawn from across the globe and by differing
roles, skills, experience and qualifications would reduce the
scope for meaningful comparisons.
Chairman and non‑Executive Directors
Recruitment and term
The Board aims to recruit non-Executive Directors of a high
calibre, with broad and diverse commercial, international or
other relevant experience. Non-Executive Directors are
appointed by the Board on the recommendation of the
Nomination Committee. Appointments of the non-Executive
Directors are for an initial term of three years, subject to election
by shareholders at the first AGM following their appointment
and subject to annual re-election thereafter. The terms of
engagement are set out in letters of appointment which can
be terminated by either party serving three months’ notice.
Chairman
John Nicholas was appointed Chairman on 21 January 2015,
having previously been the Senior Independent Director. His
appointment is subject to annual re-election by shareholders
at the AGM.
Chairman and non-Executive Directors’ letters of appointment
John Nicholas
Charles Packshaw
Andy Smith
Anne Thorburn
Date of
original
appointment
Date of
election/
re-election
Expiry
of term
1 Jun 13 20 Jan 16 20 Jan 18
1 Jun 19
1 Jun 13 20 Jan 16
9 Feb 18
9 Feb 15 20 Jan 16
7 Sep 18
7 Sep 15 20 Jan 16
Fees
The non-Executive Directors are paid a competitive basic annual
fee which is approved by the Board on the recommendation of
the Chairman and the Executive Directors. The Chairman’s fee is
approved by the Committee, excluding the Chairman. Additional
fees may also be payable for chairing a Committee of the Board
or for acting as Senior Independent Director. The fees are
reviewed each year and take account of the fees paid in other
companies of a similar size and complexity, the responsibilities
and the required time commitment.
The non-Executive Directors are not eligible to participate in
any of the Company’s share plans, incentive plans or pension
schemes and there is no provision for payment in the event
of early termination.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 54
Remuneration Committee Report continued
Annual Report on Remuneration
The following section of this Report provides details of the implementation of the Remuneration Policy for all Directors for the year
ended 30 September 2016. All of the information set out in this section of the Report has been audited, unless indicated otherwise.
Executive Directors
Total remuneration in 2016 and 2015
Salary
Benefits
Pension
Annual performance bonus
Short term remuneration (cash)
Long term incentive plans – dividend equivalent (cash)
Long term incentive plans – performance element
Long term incentive plans – share appreciation element
Long term share price based remuneration (non-cash)
Bruce Thompson
Nigel Lingwood
Iain Henderson1
2016
£000
474
24
95
565
1,158
6
374
96
470
2015
£000
460
23
92
294
869
–
204
66
270
2016
£000
306
19
61
288
674
4
242
62
304
982
2015
£000
297
18
59
181
555
–
132
43
175
730
2016
£000
90
4
18
139
251
3
358
76
434
688
2015
£000
286
17
57
174
534
–
127
41
168
702
Total
1,634
1,139
1
Iain Henderson’s salary, benefits and pension are for the 16 week period ended 20 January 2016 and includes the value of all long-term incentive awards.
The aggregate short term remuneration paid to the Executive Directors in the year ended 30 September 2016 was £2.1m (2015: £2.0m).
Iain Henderson retired as a Director of the Company on 20 January 2016 and from full-time employment on 31 March 2016, following
18 years’ service. Iain Henderson was treated as a “good leaver” as he had played a major role in developing and implementing the
growth strategy of the Group. Iain Henderson received full salary and contractual benefits (including pension contributions) up to the
date of his retirement on 31 March 2016. Iain Henderson was also eligible for a pro-rated bonus up to a maximum of 50% of his annual
salary for the year ended 30 September 2016. Iain Henderson’s long-term incentive awards vested to the extent to which the applicable
performance conditions were met, with pro-rating applied for time served, on the basis of 2.5 out of 3 years completed for awards
which vested at 30 September 2016 and 1.5 out of 3 years completed for awards which would, but for his retirement, have vested
at 30 September 2017, based on the testing of performance criteria for the two years ended 30 September 2016.
Base salary
The average base salary increase for Executive Directors which applied from 1 October 2015 was 3%, compared with 4% for the Group’s
senior management cadre. On 15 November 2016, the Committee approved an increase of 2.5% in base salaries for the Executive
Directors which will apply in respect of the year beginning 1 October 2016.
Benefits
Bruce Thompson
Nigel Lingwood
Iain Henderson1
2016
Cash
allowance in
lieu of a car
£000
Life
assurance
and income
protection
£000
Medical
insurance
£000
Total
benefit
£000
Cash
allowance in
lieu of a car
£000
2015
Life
assurance
and income
protection
£000
Medical
insurance
£000
Total
benefit
£000
13
11
2
10
7
2
1
1
–
24
19
4
13
11
10
9
6
6
1
1
1
23
18
17
1
Iain Henderson’s benefits are for the 16 week period ended 20 January 2016.
Pension
The Executive Directors receive pension contributions from the Company which they may pay into personal savings vehicles or may
take as a separate cash allowance, subject to income tax.
Pension contributions, which are equivalent to 20% (2015: 20%) of base salary were applied as follows:
Bruce Thompson
Nigel Lingwood
Iain Henderson1
2016
Paid as
pension
contribution
£000
Paid as cash
allowance
£000
Total cash
paid
£000
Paid as cash
allowance
£000
2015
Paid as
pension
contribution
£000
95
61
18
–
–
–
95
61
18
92
59
57
–
–
–
Total cash
paid
£000
92
59
57
1
Iain Henderson’s pension contributions are for the 16 week period ended 20 January 2016.
Diploma PLC Annual Report & Accounts 2016 55
Annual performance bonus
The following table summarises the performance assessment by the Committee in respect of 2016 with regard to the following
performance measures:
(1) Group financial objectives – Bruce Thompson: 100% of bonus. Nigel Lingwood and Iain Henderson: 75% of bonus
Performance measure
Performance in 2016
Adjusted EPS
The minimum performance target was 95% of 2015 adjusted EPS, the on-target
performance was 39.0p (which was equivalent to 2% above 2015 adjusted EPS)
and the maximum target was at least 10.5% growth above 2015 adjusted EPS.
Adjusted EPS grew by 10% in reported terms. Minimum thresholds were
exceeded for adjusted operating margins, free cash flow and ROATCE.
Overall assessment against targets
95% of maximum
(2) Individual objectives – Nigel Lingwood and Iain Henderson: 25% of bonus
The performance of Nigel Lingwood and Iain Henderson was assessed against a range of specific individual objectives under the
following headings:
Performance measure
Performance in 2016
Nigel Lingwood
Maintain strong control environment and develop finance capabilities across
the Group.
Overall assessment against targets
90% of maximum
Maximise value to the Group from management of tax, pensions and property.
Ensure compliance with FRC guidance and regulation.
Contribute to strategic development of Group.
Manage and develop Investor Relations programme.
Iain Henderson
Delivery of specified projects.
90% of maximum
Orderly handover of responsibilities.
Based on the performance set out above, the resulting bonus for each Executive Director relating to 2016 is as follows:
Bruce Thompson
Nigel Lingwood
Iain Henderson1
2016 actual bonus – as a percentage of 2016 base salary
Minimum
On-target
Maximum
5%
5%
5%
63%
50%
50%
125%
100%
100%
Financial
objectives
119.2%
71.0%
71.0%
Individual
performance
objectives
23.0%
23.0%
Total
bonus
119.2%
94.0%
94.0%
2016 bonus
delivered
as cash
£000
565
288
139
1
Iain Henderson’s bonus has been pro-rated for the six month period ended 31 March 2016.
The annual performance bonus for the financial year beginning 1 October 2016 will be in accordance with the Policy set out on page 51.
The performance targets set for the annual performance bonus will be disclosed in next year’s Annual Report & Accounts.
Long term incentive awards
Performance conditions
Set out below is a summary of the performance conditions that apply to both the long-term incentive awards which vest in 2016 and
the outstanding PSP awards, including those granted in February 2015 and December 2015.
With effect from 1 October 2014, new PSP awards were granted at 175% of base salary; no further awards have been made under the
SMP and the final SMP awards vested in November 2016. The performance conditions applying to new awards made under the PSP
have been revised from those set out below for existing awards granted in 2013, as set out below.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 56
Remuneration Committee Report continued
Annual Report on Remuneration
The first performance condition for the PSP awards is that the average annual compound growth in the Company’s adjusted EPS,
over the three consecutive financial years following the financial year immediately prior to the grant, must exceed the annual
compound growth rate in the UK Retail Price Index (“RPI”) by a specified amount over the same period. For the new awards, the
adjusted EPS targets will be specified as absolute figures, not relative to RPI. The performance conditions are as follows:
Existing awards (December 2013)
Adjusted EPS growth (over three years)
RPI + 15% p.a. or above
RPI + 12% p.a.
RPI + 3% p.a.
Below RPI + 3% p.a.
Percentage of existing
awards vesting
PSP
100
100
30
Nil
SMP
100
50
15
Nil
New awards (from October 2014)
Adjusted EPS growth (over three years)
14% p.a.
5% p.a.
Below 5% p.a.
Where the Company’s adjusted EPS performance is between these percentage bands, vesting of the award is on a straight-line basis.
For the purposes of this condition, EPS is adjusted EPS as defined in note 2 to the consolidated financial statements and this definition
remains consistent with the definition of adjusted EPS approved by the Committee in previous years.
The second performance condition compares the growth of the Company’s TSR over a three-year period to that of the companies in
the FTSE 250 Index (excluding Investment Trusts). The performance conditions are as follows:
Existing awards (2013)
TSR relative to FTSE 250 Index (over three years)
Median + 15% p.a. or greater
Median + 12% p.a.
Median
Below Median
Percentage of existing
awards vesting
PSP
100
100
30
Nil
SMP
100
50
15
Nil
New awards (from 2014)
Upper Quartile
Median
Below Median
% of new
awards
vesting
PSP
100
25
Nil
% of new
awards
vesting
PSP
100
25
Nil
Where the Company’s TSR performance is between these percentage bands, vesting of the award is on a straight-line basis.
The FTSE 250 Index was chosen because this is a recognised broad equity market index of which the Company is a member.
Awards vesting in 2016
The PSP and SMP awards made to the Executive Directors on 9 December 2013 and the PSP award made to Iain Henderson on
5 February 2015, were subject to operating performance conditions as set out in the table above, independently assessed over
a three year period ended 30 September 2016 and over a two year period ending 30 September 2016, respectively. The outcome
of each award is shown in the table below:
Adjusted earnings per share:
PSP (9 December 2013)
SMP (9 December 2013)
PSP (5 February 2015)2
Base
EPS
34.5p1
34.5p1
36.1p
EPS at
30 Sep
2016
41.9p
41.9p
41.9p
CAGR
in EPS
Maximum
target
Maximum
award
6.7%
6.7%
7.7%
13.7%
16.7%
14.0%
50%
50%
50%
Vested
award
22.8%
11.4%
23.8%
1 Amended to reflect change in accounting policy for notional pension interest.
2 Award vesting to I Henderson only, following his retirement from the Board on 20 January 2016, as explained above.
TSR growth against FTSE 250 (excluding Investment Trusts)
PSP (9 December 2013)
SMP (9 December 2013)
PSP (5 February 2015)1
TSR at
30 Sep
2016
14.3% p.a.
14.3% p.a.
16.1% p.a.
Median
6.7% p.a.
6.7% p.a.
5.3% p.a.
Maximum
target
Maximum
award
18.7% p.a.
21.7% p.a.
19.1% p.a.
50%
50%
50%
Vested
award
37.0%
18.5%
41.4%
1 Award vesting to I Henderson only, following his retirement from the Board on 20 January 2016, as explained above.
As a result of the above performance conditions, 59.8% and 29.9% respectively, of the shares awarded as nil cost options vested to
each director under the PSP and SMP awards made on 9 December 2013. In addition 65.2% of the shares awarded as nil cost options
vested to Iain Henderson (only) under the PSP award made on 5 February 2015.
Diploma PLC Annual Report & Accounts 2016 57
Set out below are the shares which vested to each Executive Director at 30 September 2016 in respect of these awards. The shares
vesting to Iain Henderson are stated after each of the awards have been time pro-rated to reflect Iain Henderson’s retirement as
explained on page 54.
Bruce Thompson – PSP
– SMP
Nigel Lingwood – PSP
– SMP
Iain Henderson3 – PSP
– SMP
– PSP (2015)
Share price
at date of
grant
pence
Share
price at
30 Sep 2016
pence
Proportion
of award
vesting
Shares
vested
Number
Performance
element1
£000
Share
appreciation
element2
£000
700.0p
700.0p
879.0p
879.0p
59.8%
29.9%
700.0p
700.0p
879.0p
879.0p
59.8%
29.9%
700.0p
700.0p
755.5p
879.0p
879.0p
879.0p
59.8%
29.9%
65.2%
35,624
17,812
53,436
23,066
11,533
34,599
18,510
9,255
21,597
49,362
249
125
374
161
81
242
130
65
163
358
64
32
96
42
20
62
33
16
27
76
Total
£000
313
157
470
203
101
304
163
81
190
434
1 The performance element represents the face value of awards that vested, having met the performance conditions set out above.
2 The share appreciation element represents the additional value generated through appreciation of the share price from the date the awards were
granted to the end of the three year performance period on 30 September 2016 or, in the case of Iain Henderson, the two year period ended
30 September 2016.
3 The awards for I Henderson have been pro-rated for 2.5 of 3 years for three year performance period ended 30 September 2016 and pro-rated at 1.5
of 3 years for two year performance period ended 30 September 2016.
Dividend equivalent payments
Dividend equivalent payments were paid in respect of outstanding nil cost options which were exercised during the year.
Long term incentive plan – awards granted in the year
The CEO and Group Finance Director received grants of PSP awards on 17 December 2015, in the form of nil-cost options. These
awards were based on the mid-market price of an ordinary share in the Company at close of business on the day immediately
preceding the award.
Under normal circumstances, the options will not become exercisable until the performance conditions are determined after the end
of the three-year measurement period which begins on the first day of the financial year in which the award is made, and provided
the Director remains in employment. The level of vesting is dependent on the achievement of specified performance criteria at the
end of the three-year measurement period. The performance conditions for these awards are set out on page 56.
Outstanding share‑based performance awards
Set out below is a summary of the share-based awards outstanding at 30 September 2016, including both share awards which
have vested during the year based on performance and share awards which have been granted during the year. The awards set out
below were granted based on a face value limit of 100% of base salary for December 2013 and 175% of base salary for February
and December 2015. No awards will vest unless the performance conditions set out on page 56 are achieved over a three-year
measurement period.
Diploma PLC 2011 Performance Share Plan
Market price
at date of
award
Face value
of the award
at date of
grant
£000
End of
performance
period
Maturity date
Shares
over which
awards
held at
1 Oct 2015
Shares
over which
awards
granted
during the
year
Vested
during the
period
Lapsed
during the
period
Shares
over which
awards
held at
30 Sep 2016
Bruce Thompson
9 December 2013
5 February 2015
17 December 2015
Nigel Lingwood
9 December 2013
5 February 2015
17 December 2015
Iain Henderson1
9 December 2013
5 February 2015
700.0p
755.5p
730.0p
700.0p
755.5p
730.0p
700.0p
755.5p
417
805
829
270
520
535
30 Sep 2016
30 Sep 2017
30 Sep 2018
30 Sep 2016
30 Sep 2017
30 Sep 2018
59,571
106,552
–
–
–
113,630
30 Sep 2016
30 Sep 2017
30 Sep 2018
30 Sep 2016
30 Sep 2017
30 Sep 2018
38,571
68,795
–
–
–
73,356
35,624
–
–
23,066
–
–
23,947
–
–
–
106,552
113,630
15,505
–
–
–
68,795
73,356
260
500
30 Sep 2016
30 Sep 2017
30 Sep 2016
30 Sep 2017
37,143
66,248
–
–
18,510
21,597
18,633
44,651
–
–
1 The awards for I Henderson have been pro-rated for 2.5 of 3 years for three year performance period ended 30 September 2016 and pro-rated at 1.5
of 3 years for two year performance period ended 30 September 2016.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
58
Remuneration Committee Report continued
Annual Report on Remuneration
Diploma PLC 2011 Share Matching Plan
Market price
at date of
award
Face value
of the award
at date of
grant
£000
Pledged
investment
shares
End of
performance
period
Maturity date
Shares
over which
awards
held at
1 Oct 2015
Vested
during the
period
Lapsed
during the
period
Shares
over which
awards
held at
30 Sep 2016
Bruce Thompson
9 December 2013
Nigel Lingwood
9 December 2013
Iain Henderson1
9 December 2013
700.0p
417
15,786
30 Sep 2016
30 Sep 2016
59,571
17,812
41,759
700.0p
270
10,221
30 Sep 2016
30 Sep 2016
38,571
11,533
27,038
700.0p
260
9,843
30 Sep 2016
30 Sep 2016
37,143
9,255
27,888
–
–
–
1 The award for I Henderson has been pro-rated for 2.5 of 3 years for three year performance period ended 30 September 2016.
The PSP and SMP awards vest on the date on which the performance conditions are determined and confirmed by the Committee,
following the end of the performance period.
Both the PSP and SMP awards are granted in the form of nil-cost options (there is a notional exercise price of £1 per award). To the
extent that the awards vest, the options are then exercisable until the tenth anniversary of the award date. Details of options
exercised during the year and outstanding at 30 September 2016 are set out on page 60.
Services from external advisors (unaudited)
Stephenson Harwood LLP provide legal advice to the Remuneration Committee on remuneration matters and Ashurst LLP provide
advice on employment matters. During the year Stephenson Harwood LLP provided advice to the Remuneration Committee on
matters relating to the long-term incentive plans and to clawback provisions.
The Committee also receives general advice from New Bridge Street on remuneration matters from time to time. The Committee
engages MEIS to provide certain data analyses to the Committee.
The Committee has considered and is satisfied that the advice received from the external advisors it has appointed is objective and
independent.
Advisor
Appointed by
Services provided to the Committee
Other services provided to the Company
Fees
Stephenson Harwood LLP
New Bridge Street
MEIS
Committee
Committee
Committee
Legal advice
General advice on Remuneration Policy
Data analysis
None
None
None
£856
–
£7,000
Shareholder voting at previous Annual General Meeting (unaudited)
The Remuneration Committee’s Annual Report (“Report”) for the year ended 30 September 2015 was approved by shareholders at
the AGM held on 20 January 2016, with the following votes being cast:
Report
Votes for
Votes against
Withheld
92,480,463
1,095,620
38,145
98.8%
1.2%
There is no requirement to propose a resolution on the Directors’ Remuneration Policy (“Policy”) at the AGM held in 2017 and
shareholders will next be asked to vote on the Remuneration Policy at the AGM in 2018, following a review of Policy in 2017.
The votes in favour of the Policy at the AGM held on 21 January 2015 was 94.6%.
Diploma PLC Annual Report & Accounts 2016 59
Aligning pay with performance (unaudited)
The graph below shows the Total Shareholder Return (“TSR”) performance of Diploma PLC for the eight-year period ended
30 September 2016 against the FTSE 250 Index as the Company is a member of this Index.
Growth in the value of a hypothetical £100 holding over eight years
800
700
600
500
400
300
200
100
0
30/09/08
30/09/09
30/09/10
30/09/11
30/09/12
30/09/13
30/09/14
30/09/15
30/09/16
Diploma PLC
FTSE 250 (excluding Investment Trusts)
TSR is defined as the return on investment obtained from holding a company’s shares over a period. It includes dividends paid,
the change in the capital value of the shares and other payments to or by shareholders within the period.
Chief Executive Officer remuneration compared with annual growth in TSR
Annual growth in TSR
Salary, pensions and benefits
Annual performance bonus
Short term remuneration
Long term incentive plans (including
dividend equivalent)
Chief Executive Officer total remuneration
Actual bonus as a percentage of the
maximum
Actual share award vesting as a percentage
of the maximum
2016
+36%
£000
593
565
1,158
476
2015
–1%
£000
575
294
869
270
2014
+8%
£000
523
339
862
984
1,634
1,139
1,846
2013
2012
2011
2010
2009
+42%
+54%
+16%
+71%
+21%
£000
504
164
668
1,733
2,401
£000
484
367
851
979
1,830
£000
454
360
814
887
1,701
£000
435
345
780
507
1,287
95%
45%
51%
25%
65%
33%
95%
100%
100%
61%
100%
100%
100%
100%
£000
429
102
531
303
834
30%
91%
Set out below is the change over the prior year in base salary, benefits, pension, annual performance bonus and short term
remuneration of the Chief Executive Officer and the Group’s senior management cadre.
Change in
base salary
%
Change in
pension
%
Change in
benefits
%
Change
in annual
performance
bonus
%
Change in
short term
remuneration
%
Chief Executive Officer
Senior management cadre
+3
+4
+3
0
+3
0
+92
+17
+33
+7
The Committee chose the senior management cadre for pay comparisons with the Chief Executive Officer as it provided the most
closely aligned comparator group whereas comparisons with employees drawn from across the globe and by differing roles, skills,
experience and qualifications would reduce the scope for meaningful comparisons.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 60
Remuneration Committee Report continued
Annual Report on Remuneration
Relative importance of Executive Director remuneration (unaudited)
Total employee remuneration
Total dividends paid
2016
£m
75.8
21.0
2015
£m
63.8
19.7
Change
£m
12.0
1.3
Executive Directors’ interest in options over shares
In respect of nil cost options granted under the PSP and SMP, the remuneration receivable by an Executive Director is calculated on
the date that the options first vest. The remuneration of the Executive Director is the difference between the amount the Executive
Director is required to pay to exercise the options to acquire the shares and the total value of the shares on the vesting date.
If the Executive Director chooses not to exercise the nil cost options on the vesting date (he may exercise the options at any time up
to the day preceding the tenth anniversary of the date of grant), any subsequent increase or decrease in the amount realised will be
due to movements in the underlying share price between the initial vesting date and the date of exercise of the option. This increase
or decrease in value reflects an investment decision by the Executive Director and, as such, is not recorded as remuneration.
The nil cost options outstanding at 30 September 2016 and the movements during the year are as follows:
Bruce Thompson
Nigel Lingwood
Iain Henderson
Year of
vesting
2015
2016
2015
2016
2015
2016
Options
as at
1 Oct 2015
40,579
–
26,311
–
25,299
–
Exercised
in year
40,579
–
26,311
–
25,299
–
Vested
during the
year
Options
unexercised
as at
30 Sep 20165
–
53,436
–
34,599
–
49,362
–
53,436
–
34,599
–
49,362
Exercise
price
Earliest normal
exercise date
Nov 2015
Nov 2016
Nov 2015
Nov 2016
Expiry date
Dec 2022
Dec 2023
Dec 2022
Dec 2023
Nov 2015 March 2017
Nov 2016 March 2017
£1
£1
£1
£1
£1
£1
1 Bruce Thompson exercised 40,579 options on 11 December 2015, at a market price of 740.5p per share and the total proceeds before tax were £300,487.
2 Nigel Lingwood exercised 26,311 options on 11 December 2015, at a market price of 740.5p per share and the total proceeds before tax were £194,833.
3
Iain Henderson exercised 25,299 options on 11 December 2015, at a market price of 740.5p per share and the total proceeds before tax were £187,339.
4 On 11 December 2015, the aggregate number of shares received by the participants was reduced by 43,328 shares as part of arrangements under which
the Company settled the PAYE liability that arose as a result of the exercise in full by the Executive Directors of options held over shares. The market
price at that time was 740.5p.
5 The closing price of an ordinary share on 30 September 2016 was 879.0p (2015: 665.0p).
Executive Directors’ interests in ordinary shares
The Executive Directors’ interests in ordinary shares of the Company were as follows:
Bruce Thompson
Nigel Lingwood
Iain Henderson
As at 30 Sep 20161
As at 30 Sep 2015
Ordinary
shares
Options
vested but
unexercised
Interest in shares with
performance measures
PSP
SMP
850,000
275,000
506,022
53,436
34,599
–
220,182
142,151
103,391
–
–
37,143
Ordinary
shares
993,385
275,000
517,912
Options
vested but
unexercised
Interest in shares with
performance measures
PSP
SMP
40,579
26,311
25,299
166,123
107,366
103,391
59,571
38,571
37,143
1
Iain Henderson’s interests shown as at date of retirement from the Board on 20 January 2016 and are before vesting of these long-term incentive
awards and before any pro-ration of awards.
Interests in ordinary shares include investment shares pledged under the Company’s 2011 SMP and shares held through personal
saving vehicles. As of 21 November 2016, there have been no changes to these interests in ordinary shares of the Company.
Diploma PLC Annual Report & Accounts 2016 61
Shareholding guidelines
The Committee has adopted guidelines for Executive Directors, to encourage substantial long term share ownership. These specify
that, over a period of five years from the date of appointment, the Chief Executive Officer should build up and then retain a holding
of shares with a value equivalent to 200% of base salary. The guideline holding for the Group Finance Director is 100% of base salary.
The guidelines also require that, in relation to long-term incentive awards, vested shares (net of tax) should be retained by the
individual until the required shareholding level is reached. As at 21 November 2016, both Executive Directors exceeded the applicable
shareholding guidelines.
Shareholdings at 30 September 2016 against guidelines (%)
2,000
1,500
1,000
500
0
1,576%
790%
200%
100%
Bruce Thompson
Nigel Lingwood
Committee guideline
Directors’ shareholding
Nigel Lingwood was Senior Independent Director and Chairman of the Audit Committee at Creston plc and received £37,917 as fees
during the year ended 30 September 2016.
Chairman and non‑Executive Directors’ remuneration
Individual remuneration for the year ended 30 September was as follows:
John Nicholas
Marie-Louise Clayton (retired on 16 November 2015)
Charles Packshaw
Andy Smith
Anne Thorburn (appointed on 7 September 2015)
Total fees
2016
£000
137
6
52
52
52
2015
£000
106
46
46
29
4
The non-Executive Directors received a basic annual fee of £47,400 during the year and there were additional fees paid in 2016 of
£5,000 (2015: £Nil) for chairing a Committee of the Board or for acting as Senior Independent Director. The fees for non-Executive
Directors are reviewed every year by the Board, taking into account their responsibilities and required time commitment. Following
a review undertaken in November 2016, the Board approved an increase of 2.5% in the Chairman’s fee to £140,400 per annum and
in the total annual fee paid to non-Executive Directors to £53,600, both to take effect from 1 October 2016.
Chairman and non‑Executive Directors’ interests in ordinary shares
The non-Executive Directors’ interests in ordinary shares of the Company at the start and at the end of the financial year were as follows:
John Nicholas
Charles Packshaw
Andy Smith
Anne Thorburn
Interest in ordinary shares
As at
30 Sep 2016
As at
30 Sep 2015
5,000
1,500
5,500
3,000
5,000
1,500
5,500
3,000
Senior executives below the Board
The policies and practices with regard to the remuneration of senior executives below the Executive Directors are generally treated
consistently with the Executive Directors. These senior executives all have a significant portion of their reward package linked
to performance. Annual bonuses are linked to short term financial targets which use similar performance metrics to the targets
for the Executive Directors. They also participate in cash based long term incentive plans which are focused on the operating
profit growth of their businesses over rolling three-year periods. The Committee reviews and monitors the senior executive
remuneration arrangements.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 62
Directors’ Report
This section contains information which the Directors are
required by law and regulation to include within the Annual
Report & Accounts.
Shareholders
Incorporation and principal activity
Diploma PLC is domiciled in England and registered in England
and Wales under Company Number 3899848. At the date of
this Report there were 113,239,555 ordinary shares of 5p each
in issue, all of which are fully paid up and quoted on the London
Stock Exchange.
The principal activity of the Group is the supply of specialised
technical products and services. A description and review of the
activities of the Group during the financial year and an indication
of future developments is set out on pages 4 to 35; the Strategic
Report on pages 1 to 35 incorporates the requirements of the
Companies Act 2006 (“the Act”).
Annual General Meeting
The Annual General Meeting (“AGM”) will be held at midday on
Wednesday, 18 January 2017 in the Brewers Hall, Aldermanbury
Square, London EC2V 7HR. A circular setting out the proposed
resolutions, including a resolution to reappoint Deloitte LLP as
the auditor, will be set out in the Notice of the AGM which is a
separate document which will be sent to all shareholders and
published on the Group’s website.
Substantial shareholdings
At 18 November 2016, the Company had been notified of the
following interests amounting to 3% or more of the voting rights
in its ordinary share capital:
Percentage of
ordinary share capital
Fidelity Management & Research Co.
Mondrian Investment Partners Limited
Brown Brothers Harriman & Co.
Mawer Investment Management Limited
Royal London Asset Management Limited
BlackRock, Inc.
Standard Life Investments Limited
8.91
7.21
6.15
5.75
5.14
4.24
3.97
As far as the Directors are aware there were no other interests
above 3% of the issued ordinary share capital.
Share capital
The rights attaching to the Company’s ordinary shares, as well
as the powers of the Company’s Directors, are set out in the
Company’s Articles of Association, copies of which can be
obtained from the Group Company Secretary and are available
on the Company’s website.
The Company is not aware of any agreements between
shareholders that may result in restrictions on the transfers of
securities and/or voting rights, other than those relating to the
Company’s Share Matching Plan (“SMP”), described further
below. No person holds securities in the Company carrying
special rights with regard to control of the Company. The
Company’s Articles of Association may be amended by special
resolution of the Company’s shareholders.
Restrictions on transfer of shares
The Directors may refuse to register a transfer of a certificated
share that is not fully paid, provided that the refusal does not
prevent dealings in shares in the Company from taking place on
an open and proper basis, or where the Company has lien over
that share. The Directors may also refuse to register a transfer
of a certificated share, unless the instrument of transfer is:
(i) lodged, duly stamped (if necessary), at the registered office
of the Company or any other place as the Board may decide
accompanied by the certificate for the share(s) to be transferred
and/or such other evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer;
(ii) in respect of only one class of shares; (iii) in favour of a person
who is not a minor, infant, bankrupt or a person of unsound
mind; or (iv) in favour of not more than four persons jointly.
Transfers of uncertificated shares must be carried out using
CREST and the Directors can refuse to register a transfer of an
uncertified share in accordance with the regulations governing
the operation of CREST.
Participants in the Company’s SMP pledge investment shares to
a nominee for a period of three years, during which period these
shares cannot be transferred. There are no other restrictions on
the transfer of ordinary shares in the Company except certain
restrictions which may from time to time be imposed by laws
and regulations (for example insider trading laws); or where a
shareholder with at least a 0.25% interest in the Company’s
certified shares has been served with a disclosure notice and
has failed to provide the Company with information concerning
interests in those shares.
Shares held by the Diploma PLC Employee Benefit Trust
While ordinary shares are held within the Diploma PLC Employee
Benefit Trust, the voting rights in respect of those shares are
exercisable by the Trustees in accordance with their fiduciary
duties. The Trustees of the Diploma PLC Employee Benefit Trust
also waive dividends on all shares held for the purposes of the
Company’s long term incentive arrangements.
Share allotment
A general allotment power and a limited power to allot shares
in specific circumstances for cash, otherwise than pro rata to
existing shareholders, were given to the Directors by resolutions
approved at the AGM of the Company held on 20 January 2016.
In the year ended 30 September 2016, the Company has not
allotted any shares. These powers will expire at the conclusion
of the 2017 AGM and resolutions to renew the Directors’ powers
are therefore included within the Notice of the AGM in 2017.
Authority to make market purchases of own shares
An authority to make market purchases of shares was given to
the Directors by a special resolution at the AGM of the Company
held on 20 January 2016. In the year to 30 September 2016 the
Company has not acquired any of its own shares. This authority
will expire at the conclusion of the 2017 AGM and a resolution to
renew the authority is therefore included within the Notice of
the AGM in 2017.
Financial
Results and dividends
The profit for the financial year attributable to shareholders
was £38.3m (2015: £36.7m). The Directors recommend a final
dividend of 13.8p per ordinary share (2015: 12.4p), to be paid,
if approved, on 25 January 2017. This, together with the interim
dividend of 6.2p (2015: 5.8p) per ordinary share paid on 15 June
2016 amounts to 20.0p for the year (2015: 18.2p).
Diploma PLC Annual Report & Accounts 2016 63
The results are shown more fully in the consolidated financial
statements on pages 64 to 93 and summarised in the Finance
Review on pages 26 to 29.
Directors’ assessment of going concern
The Group’s business activities, together with the factors likely
to affect its future development, performance and position are
set out in the Strategic Report on pages 1 to 35. The financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are described in the Finance Review on
pages 26 to 29. In addition, pages 77 to 79 of the Annual Report
& Accounts include the Group’s objectives, policies and
processes for managing its capital; its financial risk management
objectives; details of its financial instruments and hedging
activities; and its exposures to credit risk and liquidity risk.
The Group has considerable financial resources, together with
a broad spread of customers and suppliers across different
geographic areas and sectors, often secured with longer term
agreements. As a consequence, the Directors believe that the
Group is well placed to manage its business risks successfully
as described further on pages 30 to 33.
The Group also has a committed multi-currency revolving bank
facility of £50.0m which expires on 23 June 2017. At 30 September
2016, the Group had cash funds of £20.6m and had borrowings of
£10.0m. The Directors remain confident that these facilities will
be extended or renewed before they expire on 23 June 2017.
After making enquiries, the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the
going concern basis in preparing the Annual Report & Accounts.
Statement of disclosure
Each of the Directors has reviewed this Annual Report &
Accounts and confirmed that so far as he is aware, there is no
relevant audit information of which the Company’s auditor is
unaware and that he has taken all the steps that he ought to
have taken as a Director in order to make himself aware of any
relevant audit information and to establish that the Company’s
auditor is aware of that information.
Statement of Directors’ responsibilities for preparing the
financial statements
The Directors are responsible for preparing the Annual Report
& Accounts, including 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 the Directors are required to prepare Group
financial statements in accordance with IFRS as adopted by the
European Union (“EU”) and Article 4 of the IAS Regulations and
have elected to prepare the Parent Company financial
statements in accordance with United Kingdom Generally
Accepted Accounting Standards (UK Accounting Standards)
including FRS 101 (“Reduced Disclosures Framework”).
The Group financial statements are required by law and IFRS as
adopted by the EU, to present fairly the financial position and
the performance of the Group; the Act provides in relation to
such financial statements, that references in the relevant part
of that Act to financial statements giving a true and fair view,
are references to their achieving a fair presentation.
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
and prudent.
• For the Group financial statements, state whether they have
been prepared in accordance with IFRS, as adopted by the EU.
• For the Parent Company financial statements, state whether
applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained
in the Parent Company financial statements.
• Prepare the financial statements on the going concern basis,
unless it is inappropriate to presume that the Group and the
Parent Company will continue in business.
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 the financial statements comply with the Act.
They are also responsible for safeguarding the assets of the
Parent Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
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.
Directors’ Responsibility Statement
The Directors confirm that to the best of their knowledge:
• the Group’s consolidated financial statements, prepared in
accordance with IFRS as adopted by the EU, and the Parent
Company financial statements, prepared in accordance with
UK Accounting Standards, give a true and fair view of the
assets, liabilities, financial position and profit of the Group
and Parent Company and the undertakings included in the
consolidation taken as a whole;
• the Annual Report & Accounts includes a fair review of the
development and performance of the business and the
position of the Group and the undertakings included in the
consolidation taken as a whole, together with a description of
the principal risks and uncertainties faced by the Group; and
• the Annual Report & Accounts, taken as a whole, are fair,
balanced and understandable and provides the information
necessary for shareholders to assess the Company’s
performance, business model and strategy.
This responsibility statement was approved by the Board of
Directors on 21 November 2016 and is signed on its behalf by:
BM Thompson
Chief Executive Officer
NP Lingwood
Group Finance Director
Registered office:
12 Charterhouse Square
London
EC1M 6AX
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 64
Consolidated Income Statement
For the year ended 30 September 2016
Revenue
Cost of sales
Gross profit
Distribution costs
Administration costs
Operating profit
Gain on disposal of assets
Financial expense
Profit before tax
Tax expense
Profit for the year
Attributable to:
Shareholders of the Company
Minority interests
Earnings per share
Basic and diluted earnings
Note
3,4
2016
£m
2015
£m
382.6
(245.4)
333.8
(212.8)
137.2
(8.4)
(73.4)
55.4
0.7
(2.1)
54.0
(14.9)
39.1
38.3
0.8
39.1
121.0
(6.8)
(61.3)
52.9
–
(1.1)
51.8
(14.4)
37.4
36.7
0.7
37.4
3
23
6
7
21
9
33.9p
32.5p
Alternative Performance Measures (Note 2)
Operating profit
Add: Acquisition related charges
Adjusted operating profit
Deduct: Interest expense
Adjusted profit before tax
Adjusted earnings per share
Note
11
3,4
6
2016
£m
55.4
10.3
65.7
(0.8)
64.9
2015
£m
52.9
7.4
60.3
(0.7)
59.6
9
41.9p
38.2p
The notes on pages 68 to 91 form part of these consolidated financial statements.
Diploma PLC Annual Report & Accounts 2016 65
Consolidated Statement of Income and
Other Comprehensive Income
For the year ended 30 September 2016
Profit for the year
Items that will not be reclassified to the Consolidated Income Statement
Actuarial losses in the defined benefit pension schemes
Deferred tax on items that will not be reclassified
Items that may be reclassified to Consolidated Income Statement
Exchange rate gains/(losses) on foreign currency net investments
Gains on fair value of cash flow hedges
Net changes to fair value of cash flow hedges transferred to the Consolidated Income Statement
Deferred tax on items that may be reclassified
Total comprehensive income for the year
Attributable to:
Shareholders of the Company
Minority interests
Note
26c
7
19
19
7
2016
£m
39.1
(6.6)
1.0
(5.6)
31.7
0.2
(1.5)
0.3
30.7
64.2
62.7
1.5
64.2
Consolidated Statement of Changes in Equity
For the year ended 30 September 2016
At 1 October 2014
Total comprehensive income
Share-based payments
Acquisition of businesses
Minority interest put option
Minority interests acquired
Notional purchase of own shares
Dividends
At 30 September 2015
Total comprehensive income
Share-based payments
Minority interests acquired
Tax on items recognised directly in equity
Notional purchase of own shares
Dividends
At 30 September 2016
Note
5
20
21
8,21
5
21
7
8,21
Share
capital
£m
Translation
reserve
£m
Hedging
reserve
£m
Retained
earnings
£m
Shareholders’
equity
£m
Minority
interests
£m
5.7
–
–
–
–
–
–
–
5.7
–
–
–
–
–
–
5.7
7.5
(8.0)
–
–
–
–
–
–
(0.5)
31.0
–
–
–
–
–
30.5
0.3
0.9
–
–
–
–
–
–
1.2
(1.0)
–
–
–
–
–
0.2
170.9
35.2
0.5
–
(3.2)
1.2
(1.7)
(19.7)
183.2
32.7
0.4
2.0
0.1
(0.3)
(21.0)
197.1
184.4
28.1
0.5
–
(3.2)
1.2
(1.7)
(19.7)
189.6
62.7
0.4
2.0
0.1
(0.3)
(21.0)
233.5
2.9
0.5
–
3.2
–
(1.2)
–
(0.2)
5.2
1.5
–
(2.0)
–
–
(0.4)
4.3
2015
£m
37.4
(1.9)
0.4
(1.5)
(8.2)
1.5
(0.3)
(0.3)
(7.3)
28.6
28.1
0.5
28.6
Total
equity
£m
187.3
28.6
0.5
3.2
(3.2)
–
(1.7)
(19.9)
194.8
64.2
0.4
–
0.1
(0.3)
(21.4)
237.8
The notes on pages 68 to 91 form part of these consolidated financial statements.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 66
Consolidated Statement of Financial Position
As at 30 September 2016
Non-current assets
Goodwill
Acquisition intangible assets
Other intangible assets
Investment
Property, plant and equipment
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Current tax liabilities
Other liabilities
Borrowings
Net current assets
Total assets less current liabilities
Non-current liabilities
Borrowings
Retirement benefit obligations
Other liabilities
Deferred tax liabilities
Net assets
Equity
Share capital
Translation reserve
Hedging reserve
Retained earnings
Total shareholders’ equity
Minority interests
Total equity
Note
2016
£m
2015
£m
10
11
11
12
13
14
15
16
18
17
20
25
25
26
20
14
21
115.2
54.6
1.0
0.7
23.7
0.2
89.3
40.2
1.2
0.7
22.8
0.4
195.4
154.6
66.8
59.9
20.6
56.6
51.3
23.0
147.3
130.9
(60.6)
(2.7)
(1.7)
(10.0)
(75.0)
72.3
267.7
–
(17.2)
(5.1)
(7.6)
(45.1)
(2.9)
(2.5)
–
(50.5)
80.4
235.0
(20.0)
(9.8)
(4.1)
(6.3)
237.8
194.8
5.7
30.5
0.2
197.1
233.5
4.3
237.8
5.7
(0.5)
1.2
183.2
189.6
5.2
194.8
The consolidated financial statements were approved by the Board of Directors on 21 November 2016 and signed on its behalf by:
BM Thompson
Chief Executive Officer
NP Lingwood
Group Finance Director
The notes on pages 68 to 91 form part of these consolidated financial statements.
Diploma PLC Annual Report & Accounts 2016 67
Consolidated Cash Flow Statement
For the year ended 30 September 2016
Operating profit
Acquisition related charges
Non-cash items
Decrease/(increase) in working capital
Cash flow from operating activities
Interest paid
Tax paid
Net cash from operating activities
Cash flow from investing activities
Acquisition of businesses (including expenses)
Deferred consideration paid
Proceeds from sale of business (net of expenses)
Purchase of property, plant and equipment
Purchase of other intangible assets
Proceeds from sale of property, plant and equipment
Net cash used in investing activities
Cash flow from financing activities
Acquisition of minority interests
Dividends paid to shareholders
Dividends paid to minority interests
Purchase of own shares by the Employee Benefit Trust
Notional purchase of own shares on exercise of share options
(Repayment)/proceeds of borrowings, net
Net cash used in financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Effect of exchange rates on cash and cash equivalents
Cash and cash equivalents at end of year
Note
24
24
24
24
22
20
23
13
11
23
20
8
21
25
18
Alternative Performance Measures (Note 2)
Net (decrease)/increase in cash and cash equivalents
Add: Dividends paid to shareholders
Dividends paid to minority interests
Acquisition of businesses (including expenses)
Acquisition of minority interests
Deferred consideration paid
Repayment/(proceeds) of borrowings, net
Free cash flow
Cash and cash equivalents
Borrowings
Net cash
Note
8
21
22
20
20
25
18
25
25
The notes on pages 68 to 91 form part of these consolidated financial statements.
2016
£m
55.4
10.3
4.6
6.3
76.6
(0.6)
(17.6)
58.4
(30.1)
(0.7)
2.2
(3.5)
(0.2)
2.4
(29.9)
(1.9)
(21.0)
(0.4)
–
(0.3)
(10.0)
(33.6)
(5.1)
23.0
2.7
20.6
2016
£m
(5.1)
21.0
0.4
30.1
1.9
0.7
10.0
59.0
20.6
(10.0)
10.6
2015
£m
52.9
7.4
3.7
(1.9)
62.1
(0.5)
(15.4)
46.2
(36.6)
(0.6)
–
(4.0)
(0.3)
0.1
(41.4)
(0.6)
(19.7)
(0.2)
(0.7)
(1.0)
20.0
(2.2)
2.6
21.3
(0.9)
23.0
2015
£m
2.6
19.7
0.2
36.6
0.6
0.6
(20.0)
40.3
23.0
(20.0)
3.0
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 68
Notes to the Consolidated Financial Statements
For the year ended 30 September 2016
1. General information
Diploma PLC is a public limited company registered and domiciled in England and Wales and listed on the London Stock Exchange.
The address of the registered office is 12 Charterhouse Square, London EC1M 6AX. The consolidated financial statements comprise
the Company and its subsidiaries (together referred to as “the Group”) and were authorised by the Directors for publication on
21 November 2016. These statements are presented in UK sterling, with all values rounded to the nearest 100,000, except where
otherwise indicated.
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”), as
adopted by the European Union (“EU”) and in accordance with the Companies Act 2006, as applicable to companies reporting under
IFRS. The financial statements of the Parent Company, Diploma PLC, have been prepared in accordance with FRS 101 “Reduced
Disclosure Framework”, and are set out in a separate section of the Annual Report & Accounts on pages 92 and 93.
2. Alternative performance measures
The Group uses a number of alternative (non-Generally Accepted Accounting Practice (“non-GAAP”)) performance measures which
are not defined within IFRS. The Directors use these measures in order to assess the underlying operational performance of the
Group and, as such, these measures are important and should be considered alongside the IFRS measures. The following non-GAAP
measures are referred to in this Annual Report & Accounts:
2.1 Adjusted operating profit
At the foot of the Consolidated Income Statement, “adjusted operating profit” is defined as operating profit before amortisation and
impairment of acquisition intangible assets, acquisition expenses, adjustments to deferred consideration (collectively, “acquisition
related charges”), the costs of a material restructuring or rationalisation of operations and the profit or loss relating to the sale of
businesses or property. The Directors believe that adjusted operating profit is an important measure of the underlying operational
performance of the Group.
2.2 Adjusted profit before tax
At the foot of the Consolidated Income Statement, “adjusted profit before tax” is separately disclosed, being defined as adjusted
operating profit, after finance expenses (but before fair value remeasurements under IAS 39 in respect of future purchases of
minority interests) and before tax. The Directors believe that adjusted profit before tax is an important measure of the underlying
performance of the Group.
2.3 Adjusted earnings per share
“Adjusted earnings per share” (“EPS”) is calculated as the total of adjusted profit before tax, less income tax costs, but including the
tax impact on the items included in the calculation of adjusted profit, less profit attributable to minority interests, divided by the
weighted average number of ordinary shares in issue during the year. The Directors believe that adjusted EPS provides an important
measure of the underlying earning capacity of the Group.
2.4 Free cash flow
At the foot of the Consolidated Cash Flow Statement, “free cash flow” is reported, being defined as net cash flow from operating
activities, after net capital expenditure on fixed assets and including proceeds received from business disposals, but before
expenditure on business combinations/investments and dividends paid to both minority shareholders and the Company’s
shareholders. The Directors believe that free cash flow gives an important measure of the cash flow of the Group, available for future
investment or distribution to shareholders.
2.5 Trading capital employed and ROATCE
In the segment analysis in note 3, “trading capital employed” is reported, being defined as net assets less cash and cash equivalents
and after adding back: borrowings; retirement benefit obligations; deferred tax; and acquisition liabilities in respect of future
purchases of minority interests and deferred consideration. Adjusted trading capital employed is reported as being trading capital
employed plus goodwill and acquisition related charges previously written off (net of deferred tax on acquisition intangible assets).
Return on adjusted trading capital employed (“ROATCE”) at the Group and Sector level is defined as the adjusted operating profit,
divided by adjusted trading capital employed and adjusted for the timing effect of major acquisitions and disposals. The Directors
believe that ROATCE is an important measure of the underlying performance of the Group.
3. Business Sector analysis
The Chief Operating Decision Maker (“CODM”) for the purposes of IFRS 8 is the Chief Executive. The financial performance of the
segments are reported to the CODM on a monthly basis and this information is used to allocate resources on an appropriate basis.
For management reporting purposes, the Group is organised into three main reportable business Sectors: Life Sciences, Seals and
Controls. These Sectors form the basis of the primary reporting format disclosures below. The principal activities of each of these
Sectors is described in the Strategic Report on pages 1 to 35. Sector revenue represents revenue from external customers; there is
no inter-Sector revenue. Sector results, assets and liabilities include items directly attributable to a Sector, as well as those that can
be allocated on a reasonable basis.
Sector assets exclude cash and cash equivalents, deferred tax assets and corporate assets that cannot be allocated on a reasonable
basis to a business Sector. Sector liabilities exclude borrowings, retirement benefit obligations, deferred tax liabilities, acquisition
liabilities and corporate liabilities that cannot be allocated on a reasonable basis to a business Sector. These items are shown
collectively in the following analysis as “unallocated assets” and “unallocated liabilities”, respectively.
Diploma PLC Annual Report & Accounts 2016 69
3. Business Sector analysis continued
Revenue – existing
– acquisitions
Revenue
Adjusted operating profit – existing
– acquisitions
Adjusted operating profit
Acquisition related charges
Operating profit
Life Sciences
Seals
Controls
Group
2016
£m
109.9
–
109.9
19.6
–
19.6
(2.9)
16.7
2015
£m
103.1
–
103.1
21.0
–
21.0
(3.1)
17.9
2016
£m
159.9
6.7
166.6
27.5
0.7
28.2
(5.0)
23.2
2015
£m
139.6
–
139.6
24.8
–
24.8
(3.6)
21.2
2016
£m
96.5
9.6
106.1
16.2
1.7
17.9
(2.4)
15.5
2015
£m
91.1
–
91.1
14.5
–
14.5
(0.7)
13.8
2016
£m
366.3
16.3
382.6
63.3
2.4
65.7
(10.3)
55.4
Life Sciences
Seals
Controls
Group
Operating assets
Investment
Goodwill
Acquisition intangible assets
Unallocated assets:
– Deferred tax assets
– Cash and cash equivalents
– Corporate assets
Total assets
Operating liabilities
Unallocated liabilities:
– Deferred tax liabilities
– Retirement benefit obligations
– Acquisition liabilities
– Corporate liabilities
– Borrowings
Total liabilities
Net assets
Other Sector information
Capital expenditure
Depreciation and amortisation
2016
£m
35.1
–
52.8
10.6
98.5
2015
£m
31.4
–
44.9
13.0
89.3
2016
£m
70.3
0.7
39.1
30.4
2015
£m
60.0
0.7
29.6
25.4
140.5
115.7
2016
£m
44.4
–
23.3
13.6
81.3
2015
£m
36.0
–
14.8
1.8
52.6
2016
£m
149.8
0.7
115.2
54.6
320.3
0.2
20.6
1.6
98.5
(17.9)
89.3
140.5
(14.7)
(22.9)
115.7
(16.2)
81.3
(18.8)
52.6
(13.5)
342.7
285.5
(59.6)
(44.4)
(7.6)
(17.2)
(6.8)
(3.7)
(10.0)
(16.2)
(18.8)
(13.5)
(104.9)
(6.3)
(9.8)
(6.6)
(3.6)
(20.0)
(90.7)
99.5
62.5
39.1
237.8
194.8
(17.9)
80.6
(14.7)
74.6
(22.9)
117.6
1.9
2.0
2.5
1.7
1.4
1.9
1.5
1.3
0.4
0.6
0.3
0.5
3.7
4.5
4.3
3.5
2015
£m
333.8
–
333.8
60.3
–
60.3
(7.4)
52.9
2015
£m
127.4
0.7
89.3
40.2
257.6
0.4
23.0
4.5
Alternative Performance Measures (Note 2)
Net assets
Add/(less):
– Deferred tax, net
– Retirement benefit obligations
– Acquisition liabilities
– Net cash funds
Reported trading capital employed
– Historic goodwill and acquisition related
charges, net of deferred tax
Adjusted trading capital employed
ROATCE1
Life Sciences
Seals
Controls
2016
£m
80.6
2015
£m
74.6
2016
£m
117.6
2015
£m
99.5
2016
£m
62.5
2015
£m
39.1
Group
2016
£m
2015
£m
237.8
194.8
7.4
17.2
6.8
(10.6)
5.9
9.8
6.6
(3.0)
258.6
214.1
28.0
108.6
17.7%
25.0
99.6
22.7
140.3
20.2
119.7
8.5
71.0
8.4
47.5
59.2
317.8
53.6
267.7
21.1%
20.1%
23.7%
28.9%
30.5%
21.1%
23.9%
1 ROATCE is calculated after adjusting for the timing of acquisitions and disposals completed during the year.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 70
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
4. Geographic segment analysis by origin
United Kingdom
Rest of Europe2
North America3
Revenue
Adjusted operating profit
Non-current assets1
Trading capital employed
Capital expenditure
2016
£m
97.4
105.6
179.6
382.6
2015
£m
87.7
77.1
169.0
333.8
2016
£m
16.1
15.6
34.0
65.7
2015
£m
14.5
11.7
34.1
60.3
2016
£m
42.3
73.8
78.4
2015
£m
25.2
57.1
71.2
2016
£m
59.6
91.8
107.2
2015
£m
42.7
71.6
99.8
194.5
153.5
258.6
214.1
2016
£m
0.5
1.2
2.0
3.7
2015
£m
0.4
0.5
3.4
4.3
1 Non-current assets exclude the investment and deferred tax assets.
2 Rest of Europe includes the Australian Seals businesses.
3 North America includes the Australian Healthcare businesses.
5. Group employee costs
The key management of the Group are the Executive and non-Executive Directors who have authority and responsibility for planning
and controlling all significant activities of the Group. The Directors’ remuneration and their interests in shares of the Company are
given in the Remuneration Committee Report on pages 48 to 61. The amount charged against operating profit in the year in respect
of Director short term remuneration was in aggregate £2.4m (2015: £2.3m). The charge for share-based payments of £0.4m (2015:
£0.5m) relates to the Group’s Long Term Incentive Plan (“LTIP”), described in the Remuneration Committee Report. The fair value of
services provided as consideration for part of the grant of the LTIP awards has been based on a predicted future value model and
was £0.2m (2015: £0.2m).
Group staff costs, including Directors’ remuneration, were as follows:
Wages and salaries
Social security costs
Pension costs
Share-based payments
The average number of employees, including Executive Directors, during the year were:
Life Sciences
Seals
Controls
Corporate
Number of employees – average
Number of employees – year end
6. Financial expense
Interest expense and similar charges
– bank facility and commitment fees
– interest payable on bank and other borrowings
– notional interest expense on the defined benefit pension scheme (note 26b)
Interest expense and similar charges
– fair value remeasurement of put options (note 20)
Financial expense
2016
£m
66.5
6.4
2.5
0.4
75.8
2015
£m
55.9
5.1
2.3
0.5
63.8
2016
Number
2015
Number
387
813
388
14
1,602
1,598
2016
£m
(0.2)
(0.4)
(0.2)
(0.8)
(1.3)
(2.1)
379
722
335
13
1,449
1,505
2015
£m
(0.2)
(0.3)
(0.2)
(0.7)
(0.4)
(1.1)
The fair value remeasurement of £1.3m (2015: £0.4m) comprises £0.5m (2015: £0.5m) which relates to an unwinding of the discount
on the liability for future purchases of minority interests and a movement in the fair value of the put options of £0.8m debit (2015:
£0.1m credit).
Diploma PLC Annual Report & Accounts 2016 71
7. Tax expense
Current tax
The tax charge is based on the profit for the year and comprises:
UK corporation tax
Overseas tax
Adjustments in respect of prior year:
UK corporation tax
Overseas tax
Total current tax
Deferred tax
The net deferred tax credit based on the origination and reversal of timing differences comprises:
United Kingdom
Overseas
Total deferred tax
Total tax on profit for the year
2016
£m
2015
£m
2.9
13.7
16.6
(0.2)
(0.2)
16.2
(1.6)
0.3
(1.3)
14.9
2.6
12.5
15.1
(0.1)
0.4
15.4
(1.0)
–
(1.0)
14.4
In addition to the above credit for deferred tax included in the Consolidated Income Statement, deferred tax relating to the retirement
benefit scheme and cash flow hedges of £1.3m was credited (2015: £0.1m credit) directly to the Consolidated Statement of Income and
Other Comprehensive Income. A further £0.1m (2015: £Nil) was credited to the Consolidated Statement of Changes in Equity which
relates to share-based payments made during the year, comprising a current tax credit of £0.1m (2015: £Nil) less a deferred tax charge
of £Nil (2015: £Nil).
The gain on disposal of assets during the year included a net credit of £0.3m as described in note 23. This comprised a £0.5m
deferred tax credit that was partially offset by a £0.2m current tax charge.
Factors affecting the tax charge for the year
The difference between the total tax charge calculated by applying the standard rate of UK corporation tax of 20.0% to the profit
before tax of £54.0m and the amount set out above is as follows:
2016
£m
2015
£m
Profit before tax
Tax on profit at UK effective corporation tax rate of 20.0% (2015: 20.5%)
Effects of:
– change in UK tax rates
– higher tax rates on overseas earnings
– adjustments to tax charge in respect of previous years
– other permanent differences
Total tax on profit for the year
54.0
10.8
(0.1)
4.1
(0.4)
0.5
14.9
51.8
10.6
–
3.7
0.3
(0.2)
14.4
The Group earns its profits in the UK and overseas. The UK corporation tax rate was unchanged at 20.0%. As the Group prepares its
consolidated financial statements for the year to 30 September, the effective tax rate for UK corporation tax in respect of the year
ended 30 September 2016 was also 20.0% (2015: 20.5%) and this rate has been used for tax on profit in the above reconciliation. The
Group’s net overseas tax rate is higher than that in the UK, primarily because the profits earned in the US are taxed at rates of up to
ca.38%.
The UK deferred tax assets and liabilities at 30 September 2016 have been calculated based on the future UK corporation tax rate
of 17.0%, substantively enacted at 30 September 2016.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 72
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
8. Dividends
Interim dividend, paid in June
Final dividend of the prior year, paid in January
2016
pence per
share
2015
pence per
share
6.2
12.4
18.6
5.8
11.6
17.4
2016
£m
7.0
14.0
21.0
2015
£m
6.6
13.1
19.7
The Directors have proposed a final dividend in respect of the current year of 13.8p per share (2015: 12.4p) which will be paid on
25 January 2017, subject to approval of shareholders at the Annual General Meeting on 18 January 2017. The total dividend for the
current year, subject to approval of the final dividend, will be 20.0p per share (2015: 18.2p).
The Diploma PLC Employee Benefit Trust holds 172,577 (2015: 221,438) shares, which are ineligible for dividends.
9. Earnings per share
Basic and diluted earnings per share
Basic and diluted earnings per ordinary 5p share are calculated on the basis of the weighted average number of ordinary shares in issue
during the year of 113,058,835 (2015: 113,007,084) and the profit for the year attributable to shareholders of £38.3m (2015: £36.7m).
There are no potentially dilutive shares.
Adjusted earnings per share
Adjusted EPS, which is defined in note 2, is calculated as follows:
Profit before tax
Tax expense
Minority interests
Earnings for the year attributable to shareholders of the Company
Acquisition related charges
Fair value remeasurement of put options
Gain on disposal of assets
Tax effects on acquisition related charges and fair value remeasurements
Adjusted earnings
10. Goodwill
At 1 October 2014
Acquisitions
Adjustment to acquisitions in prior year
Exchange adjustments
At 30 September 2015
Acquisitions (note 22)
Exchange adjustments
At 30 September 2016
2016
pence per
share
2015
pence per
share
33.9
9.1
1.1
(0.6)
(1.6)
41.9
32.5
6.5
0.4
–
(1.2)
38.2
2016
£m
54.0
(14.9)
(0.8)
38.3
10.3
1.3
(0.7)
(1.8)
47.4
Life Sciences
£m
Seals
£m
Controls
£m
44.2
5.6
–
(4.9)
44.9
–
7.9
52.8
21.0
8.1
0.1
0.4
29.6
4.0
5.5
39.1
15.0
–
–
(0.2)
14.8
7.8
0.7
23.3
2015
£m
51.8
(14.4)
(0.7)
36.7
7.4
0.4
–
(1.3)
43.2
Total
£m
80.2
13.7
0.1
(4.7)
89.3
11.8
14.1
115.2
The Group tests goodwill for impairment generally twice a year. For the purposes of impairment testing, goodwill is allocated to each
of the Group’s three operating Sectors. This reflects the lowest level within the Group at which goodwill is monitored by management
and reflects the Group’s strategy of acquiring businesses to drive synergies across a Sector, rather than within an individual business.
The impairment test requires a “value in use” valuation to be prepared for each Sector using discounted cash flow forecasts. The cash
flow forecasts are based on a combination of annual budgets prepared by each business and the Group’s strategic plan. Beyond five
years, cash flow projections utilise a perpetuity growth rate of 2%.
The key assumptions used to prepare the cash flow forecasts relate to gross margins, revenue growth rates and the discount rate.
The gross margins are assumed to remain sustainable, which is supported by historical experience; revenue growth rates generally
approximate to the average rates for the markets in which the business operates, unless there are particular factors relevant to a
business, such as start-ups. The annual growth rates used in the cash flow forecasts for the next five years represent the budgeted
rates for 2017 and thereafter, average growth rates for each Sector; these annual growth rates then reduce to 2% over the longer term.
Diploma PLC Annual Report & Accounts 2016 73
10. Goodwill continued
The cash flow forecasts are discounted to determine a current valuation using a single market derived pre-tax discount rate of ca.11%
(2015: 12%). This single rate is based on the characteristics of lower risk, non-technically driven, distribution businesses operating
generally in well developed markets and geographies and with robust capital structures. As these features are consistent between
each of the Group’s Sectors the Board considers that it is more appropriate to use a single discount rate applied to each Sector’s cash
flow forecasts.
Based on the criteria set out above, no impairment in the value of goodwill in any of the Sectors was identified.
The Directors have also carried out sensitivity analysis on the key assumptions noted above to determine whether a “reasonably
possible adverse change” in any of these assumptions would result in an impairment of goodwill. The analysis indicates that a
“reasonably possible adverse change” would not give rise to an impairment charge to goodwill in any of the three Sectors.
11. Acquisition and other intangible assets
Cost
At 1 October 2014
Additions
Acquisitions
Adjustment to acquisitions in prior year
Exchange adjustments
At 30 September 2015
Additions
Acquisitions (note 22)
Disposals
Exchange adjustments
At 30 September 2016
Amortisation
At 1 October 2014
Charge for the year
Exchange adjustments
At 30 September 2015
Charge for the year
Disposals
Exchange adjustments
At 30 September 2016
Net book value
At 30 September 2016
At 30 September 2015
Customer
relationships
£m
Supplier
relationships
£m
Trade
names and
databases
£m
Total
acquisition
intangible
assets
£m
Other
intangible
assets
£m
41.3
–
11.5
0.2
(0.7)
52.3
–
18.4
(0.9)
8.8
78.6
18.5
4.8
(0.2)
23.1
6.9
(0.5)
3.8
33.3
45.3
29.2
15.6
–
8.3
–
(1.8)
22.1
–
–
(3.6)
3.3
21.8
10.5
2.0
(0.9)
11.6
2.2
(2.6)
1.7
12.9
8.9
10.5
2.5
–
–
–
0.1
2.6
–
–
–
0.3
2.9
1.8
0.1
0.2
2.1
0.2
–
0.2
2.5
0.4
0.5
59.4
–
19.8
0.2
(2.4)
77.0
–
18.4
(4.5)
12.4
103.3
30.8
6.9
(0.9)
36.8
9.3
(3.1)
5.7
48.7
54.6
40.2
2.9
0.3
0.6
–
–
3.8
0.2
–
(0.2)
1.8
5.6
2.1
0.4
0.1
2.6
0.5
–
1.5
4.6
1.0
1.2
Acquisition related charges are £10.3m (2015: £7.4m) and comprise £9.3m (2015: £6.9m) of amortisation of acquisition intangible
assets, £1.2m of acquisition expenses (2015: £0.5m) and a credit of £0.2m relating to adjustments to deferred consideration
(2015: £Nil).
Acquisition intangible assets relate to items acquired through business combinations which are amortised over their useful
economic life.
Economic life
Customer relationships
Supplier relationships
Databases and trade names
5–15 years
7–10 years
5–10 years
Other intangible assets comprise computer software that is separately identifiable from IT equipment and includes
software licences.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 74
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
12. Investment
Investment
2016
£m
0.7
2015
£m
0.7
The Group holds a 10% interest in the share capital of Kunshan J Royal Precision Products Inc. (“JRPP”), a supplier to J Royal. The
Group has no involvement in the day-to-day operations or management of JRPP. At 30 September 2016, there was no material
difference between the book value of this investment and its fair value.
13. Property, plant and equipment
Cost
At 1 October 2014
Additions
Acquisitions
Disposals
Transfers1
Exchange adjustments
At 30 September 2015
Additions2
Acquisitions
Disposals
Transfers
Exchange adjustments
At 30 September 2016
Depreciation
At 1 October 2014
Charge for the year
Disposals
Exchange adjustments
At 30 September 2015
Charge for the year
Disposals
Exchange adjustments
At 30 September 2016
Net book value
At 30 September 2016
At 30 September 2015
Freehold
properties
£m
Leasehold
properties
£m
Plant and
equipment
£m
Hospital field
equipment
£m
8.6
–
7.3
–
–
(0.1)
15.8
0.5
–
(2.2)
(1.5)
2.4
15.0
2.6
0.3
–
(0.1)
2.8
0.5
(0.2)
0.8
3.9
11.1
13.0
2.8
0.3
0.2
(0.4)
–
(0.1)
2.8
0.9
0.2
(0.9)
–
0.6
3.6
1.1
0.3
(0.2)
–
1.2
0.4
(0.9)
0.8
1.5
2.1
1.6
10.5
1.8
0.8
(0.9)
–
0.6
12.8
1.2
0.7
(1.5)
1.5
4.6
19.3
7.3
1.4
(0.9)
0.5
8.3
1.7
(1.4)
4.1
12.7
6.6
4.5
5.5
1.9
–
(0.4)
1.2
(0.8)
7.4
0.9
–
(0.8)
–
1.9
9.4
3.3
1.1
(0.3)
(0.4)
3.7
1.4
(0.4)
0.8
5.5
3.9
3.7
Total
£m
27.4
4.0
8.3
(1.7)
1.2
(0.4)
38.8
3.5
0.9
(5.4)
–
9.5
47.3
14.3
3.1
(1.4)
–
16.0
4.0
(2.9)
6.5
23.6
23.7
22.8
1 During 2015, £1.2m of inventory relating to hospital field equipment held in Diploma Healthcare Group in support of customer contracts was transferred
from inventory to hospital field equipment.
2 During the year, the Group spent £0.5m on constructing a new facility in Clemmons, US for J Royal. The facility is expected to be completed in April 2017
when it will be sold and leased back to the business.
Land included within freehold properties above, but which is not depreciated, is £3.4m (2015: £4.2m). Capital commitments contracted,
but not provided, were £1.9m (2015: £0.1m) relating to the remaining costs associated with the development of a new facility for J Royal.
Freehold properties includes ca.150 acres of land at Stamford (“the Stamford land”) which comprises mostly farm land and former quarry
land. In the Directors’ opinion the current value of this land at 30 September 2016 is £1.0m (2015: £1.0m), with a book value of £Nil.
Diploma PLC Annual Report & Accounts 2016 75
14. Deferred tax
The movement on deferred tax is as follows:
At 1 October
Credit for the year (note 7)
Acquisitions (note 22)
Disposals
Accounted for in Other Comprehensive Income
Exchange adjustments
At 30 September
2016
£m
(5.9)
1.3
(3.7)
0.5
1.3
(0.9)
(7.4)
2015
£m
(3.3)
1.0
(4.0)
–
0.1
0.3
(5.9)
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and there is an intention to settle
the balances on a net basis.
Assets
Liabilities
Net
Property, plant and equipment
Goodwill and intangible assets
Retirement benefit obligations
Inventories
Share-based payments
Trading losses
Other temporary differences
Deferred tax offset
2016
£m
0.4
–
3.1
1.4
0.2
0.2
0.8
6.1
(5.9)
0.2
2015
£m
0.3
–
2.0
1.1
0.2
0.3
0.6
4.5
(4.1)
0.4
2016
£m
(1.8)
(11.4)
–
–
–
–
(0.3)
(13.5)
5.9
(7.6)
2015
£m
(1.8)
(8.0)
–
–
–
–
(0.6)
(10.4)
4.1
(6.3)
2016
£m
(1.4)
(11.4)
3.1
1.4
0.2
0.2
0.5
(7.4)
–
(7.4)
2015
£m
(1.5)
(8.0)
2.0
1.1
0.2
0.3
–
(5.9)
–
(5.9)
No deferred tax has been provided on unremitted earnings of overseas Group companies as the Group controls the dividend policies
of its subsidiaries. Unremitted earnings may be liable to additional overseas withholding tax (after allowing for double taxation relief)
if they were to be distributed as dividends. The aggregate amount for which deferred tax has not been recognised in respect of
unremitted earnings was £4.5m (2015: £3.2m).
15. Inventories
Finished goods
2016
£m
66.8
2015
£m
56.6
Inventories are stated net of impairment provisions of £7.8m (2015: £5.9m). During the year £1.1m (2015: £1.5m) was recognised
as a charge against operating profit, comprising the write-down of inventories to net realisable value.
16. Trade and other receivables
Trade receivables
Less: impairment provision
Other receivables
Prepayments and accrued income
The maximum exposure to credit risk for trade receivables at 30 September, by currency, was:
UK sterling
US dollars
Canadian dollars
Euro
Other
2016
£m
55.5
(0.7)
54.8
2.4
2.7
59.9
2016
£m
18.2
11.7
8.5
9.8
7.3
55.5
2015
£m
45.4
(0.6)
44.8
4.0
2.5
51.3
2015
£m
14.5
9.9
8.2
8.1
4.7
45.4
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
76
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
16. Trade and other receivables continued
Trade receivables, before impairment provisions, are analysed as follows:
Not past due
Past due, but not impaired
Past due, but impaired
The ageing of trade receivables classified as past due, but not impaired, is as follows:
Up to one month past due
Between one and two months past due
Between two and four months past due
Over four months past due
The movement in the provision for impairment of trade receivables is as follows:
At 1 October
Charged against profit, net
Set up on acquisition
Utilised by write-off
At 30 September
17. Trade and other payables
Trade payables
Other payables
Other taxes and social security
Accruals and deferred income
The maximum exposure to foreign currency risk for trade payables at 30 September, by currency, was:
UK sterling
US dollars
Canadian dollars
Euro
Other
18. Cash and cash equivalents
Cash at bank
Short term deposits
UK
£m
6.9
3.0
9.9
US$
£m
3.5
0.2
3.7
C$
£m
1.8
0.2
2.0
Euro
£m
Other
£m
2.6
–
2.6
2.1
0.3
2.4
2016
Total
£m
16.9
3.7
UK
£m
4.5
6.0
20.6
10.5
US$
£m
4.7
–
4.7
C$
£m
1.5
0.2
1.7
Euro
£m
Other
£m
3.2
–
3.2
2.6
0.3
2.9
The short term deposits and cash at bank are both interest bearing at rates linked to the UK base rate, or equivalent rate.
2016
£m
45.6
9.2
0.7
55.5
2016
£m
7.6
1.2
0.3
0.1
9.2
2016
£m
0.6
0.1
–
–
0.7
2016
£m
35.8
2.7
4.3
17.8
60.6
2016
£m
9.2
14.8
0.9
8.7
2.2
35.8
2015
£m
36.9
7.9
0.6
45.4
2015
£m
5.9
1.4
0.5
0.1
7.9
2015
£m
0.5
0.3
0.1
(0.3)
0.6
2015
£m
25.8
2.0
3.1
14.2
45.1
2015
£m
6.8
10.5
0.5
6.8
1.2
25.8
2015
Total
£m
16.5
6.5
23.0
Diploma PLC Annual Report & Accounts 2016
77
19. Financial instruments
The Group’s overall management of the financial risks is carried out by a central treasury team under policies and procedures which
are reviewed and approved by the Board. The treasury team identifies, evaluates and where appropriate, hedges financial risks in
close co-operation with the Group’s operating businesses. The treasury team does not undertake speculative foreign exchange
dealings for which there is no underlying exposure.
The Group’s principal financial instruments, other than a small number of forward foreign currency contracts, comprise cash and
short term deposits, investments, trade and other receivables, and trade and other payables, borrowings and other liabilities. Trade
and other receivables, and trade and other payables arise directly from the Group’s day-to-day operations.
The financial risks to which the Group is exposed are those of credit, liquidity, foreign currency, interest rate and capital management.
An explanation of each of these risks, how the Group manages these risks and an analysis of sensitivities is set out below and on
page 33 within Internal Control and Risk Management, all of which have been audited.
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations; this arises principally from the Group’s trade and other receivables from customers and from cash balances (including
deposits) held with financial institutions.
The Group is exposed to customers ranging from government backed agencies, and large public and private wholesalers, to small
privately owned businesses and the underlying local economic risks vary throughout the world. Trade receivable exposures are
managed locally in the operating units where they arise and credit limits are set as deemed appropriate for each customer.
The Group establishes a provision for impairment that represents its estimate of potential losses in respect of specific trade and other
receivables where it is deemed that a receivable may not be recoverable. When the receivable is deemed irrecoverable, the provision
is written off against the underlying receivable. During the year, the Group had no significant unrecoverable trade receivables; there
have been no other significant trade receivables written off in the past five years other than £0.2m written off in 2015.
Exposure to counterparty credit risk with financial institutions is controlled by the Group treasury team which establishes and
monitors counterparty limits. Centrally managed funds are invested entirely with counterparties whose credit rating is “AA” or better.
The Group’s maximum exposure to credit risk was as follows:
Trade receivables
Other receivables
Cash and cash equivalents
Carrying amount
2016
£m
54.8
2.4
20.6
77.8
2015
£m
44.8
4.0
23.0
71.8
There is no material difference between the book value of the financial assets and their fair value at each reporting date. An analysis
of the ageing and currency of trade receivables and the associated provision for impairment is set out in note 16. An analysis of cash
and cash equivalents is set out in note 18.
b) Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group continually monitors
net cash and forecasts cash flows to ensure that sufficient resources are available to meet the Group’s requirements in the short,
medium and long term. Additionally, compliance with debt covenants are monitored regularly and during 2016 all covenants were
complied with fully.
The Group is highly cash generative and uses monthly cash flow forecasts to monitor cash requirements and to optimise its return
on deposits. Typically the Group ensures that it has sufficient cash on hand to meet foreseeable operational expenses, but the Group
also has a committed £50.0m revolving bank facility which expires on 23 June 2017. During the year the Group exercised an accordion
option in respect of £10.0m and increased the committed bank facility to the maximum facility of £50.0m in order to provide cash
resources to complete an acquisition during the year. Interest on this facility is payable at between 120 and 170bps over LIBOR,
depending on the ratio of net debt to EBITDA. The Group will review its bank facilities during the next financial year. At 30 September
2016, £10.0m of the facility had been drawn down (2015: £20.0m).
The undrawn committed facilities available at 30 September are as follows:
Expiring within one year
Expiring within two years
Expiring after two years
2016
£m
40.0
–
–
2015
£m
–
20.0
–
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 78
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
19. Financial instruments continued
The Group’s financial liabilities are as follows:
Trade payables
Other payables
Other liabilities (note 20)
The maturities of the undiscounted financial liabilities are as follows:
Less than one year
One to two years
Two to five years
Less: discount
Carrying amount
2016
£m
35.8
2.7
6.8
45.3
40.2
2.0
3.9
46.1
(0.8)
45.3
2015
£m
25.8
2.0
6.6
34.4
30.5
0.6
4.7
35.8
(1.4)
34.4
There is no material difference between the book value of these financial liabilities and their fair value at each reporting date.
c) Currency risk
The Group’s principal currency risk comprises translational and transactional risk from its exposure to movements in US dollars,
Canadian dollars and Euros. The transactional exposure arises on trade receivables, trade payables and cash and cash equivalents
and these balances are analysed by currency in notes 16, 17 and 18, respectively. Net foreign exchange gains of £0.8m (2015: £0.2m)
were recognised in operating profit for the year.
The Group holds forward foreign exchange contracts in certain of the Group’s businesses to hedge forecast transactional exposure
to movements in the US dollar, Euro and Japanese yen. These forward foreign exchange contracts are classified as cash flow hedges
and are stated at fair value. The notional value of forward contracts as at 30 September 2016 was £25.9m (2015: £25.2m). The net fair
value of forward foreign exchange contracts used as hedges at 30 September 2016 was £0.2m (2015: £1.2m). The amount removed
from Other Comprehensive Income and taken to the Consolidated Income Statement in cost of sales during the year was £1.5m
(2015: £0.3m). The change in the fair value of cash flow hedges taken to Other Comprehensive Income during the year was £0.2m
(2015: £1.5m).
Management considers that the most significant foreign exchange risk relates to the US dollar, Canadian dollar and Euro. The Group’s
sensitivity to a 10% strengthening in UK sterling against each of these currencies (with all other variables held constant) is as follows:
Decrease in adjusted operating profit (at average rates)
US dollar: UK sterling
Canadian dollar: UK sterling
Euro: UK sterling
Decrease in total equity (at spot rates)
US dollar: UK sterling
Canadian dollar: UK sterling
Euro: UK sterling
2016
£m
(1.8)
(1.4)
(0.9)
(4.3)
(7.9)
(1.6)
d) Interest rate risk
Interest rate risk is the risk that changes in interest rates will affect the Group’s results. The Group’s interest rate risk arises primarily
from its cash funds and borrowings. The Group does not undertake any hedging of interest rates. All cash deposits, held in the UK
and overseas, are held on a short term basis at floating rates or overnight rates, based on the relevant UK base rate, or equivalent
rate. Surplus funds are deposited with commercial banks that meet the credit criteria approved by the Board, for periods of between
one and six months at rates that are generally fixed by reference to the relevant UK base rate, or equivalent rate. An increase of 1% in
interest rates would not have a significant impact on the Group’s adjusted profit before tax. An analysis of cash and cash equivalents
at the reporting dates is set out in note 18.
e) Fair values
There are no material differences between the book value of financial assets and liabilities and their fair value. The basis for
determining fair values are as follows:
Derivatives
Forward exchange contracts are valued at year end forward rates, adjusted for the forward points to the contract’s value date with
gains and losses taken to equity. No contract’s value date is greater than 18 months from the year end.
Trade and other receivables/payables
As the majority of receivables/payables have a remaining life of less than one year, the book value is deemed to reflect the fair value.
Other liabilities
The carrying amount represents a discounted value of the expected liability which is deemed to reflect the fair value.
Diploma PLC Annual Report & Accounts 2016 79
19. Financial instruments continued
f) Capital management risk
The Group’s policy is to maintain a strong capital base so as to maintain investor, supplier and market confidence and to provide
good returns to shareholders which will support the future development of the business. The capital structure of the Group
comprises cash and cash equivalents, longer term debt (which includes bank borrowings) and equity attributable to equity holders
of the parent, comprising issued share capital, reserves and retained earnings.
The Group is not subject to any externally imposed capital requirements and there were no changes in the Group’s approach
to capital management during the year.
In order to maintain or adjust the capital structure, the Group may change the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or increase bank borrowings.
20. Other liabilities
Future purchases of minority interests
Deferred consideration
Analysed as:
Due within one year
Due after one year
The movement in the liability for future purchases of minority interests is as follows:
At 1 October
Acquisition of minority interest on exercise of option
Put options entered into during the year
Unwinding of discount
Fair value remeasurements
At 30 September
2016
£m
5.1
1.7
6.8
1.7
5.1
2016
£m
5.7
(1.9)
–
0.5
0.8
5.1
2015
£m
5.7
0.9
6.6
2.5
4.1
2015
£m
3.5
(1.4)
3.2
0.5
(0.1)
5.7
At 30 September 2016, the Group retained put options to acquire minority interests in TPD, Kentek and M Seals. On 14 July 2016 and
following the exercise of a put option, the Group acquired 10% of the minority interest outstanding in TPD for total consideration of
£1.9m (€2.3m).
At 30 September 2016, the estimate of the financial liability to acquire the outstanding minority shareholdings was reassessed by the
Directors, based on their current estimate of the future performance of these businesses and to reflect foreign exchange rates at
30 September 2016.
This led to a remeasurement of the fair value of these put options and the liability was increased by £0.8m (2015: reduced by £0.1m)
which related to foreign exchange and by a £0.5m (2015: £0.5m) charge from unwinding the discount on the liability. In aggregate
£1.3m (2015: £0.4m) has been charged to the Consolidated Income Statement.
The put options to acquire the remaining minority interest of 10% held in TPD are exercisable in November 2017 and November 2019;
the put option to acquire the minority interest of 10% held in M Seals and the 10% held in Kentek are exercisable in October 2018.
Deferred consideration comprises the following:
Kentek
HPS
WCIS
Cablecraft
Ascome
At 30 September
2016
£m
–
–
0.6
1.0
0.1
1.7
2015
£m
0.8
0.1
–
–
–
0.9
The amounts outstanding at 30 September 2016 are expected to be paid within the next twelve months and will largely be based
on the performance of these businesses in the period following their acquisition by the Group.
During the year, outstanding deferred consideration of £0.6m (€0.8m) was paid to the vendor of Kentek relating to the purchase
of his minority interest last year. In addition, £0.1m (US$0.2m) was paid to the vendor of HPS in respect of the performance of the
business in the year ended 30 September 2015. The balance of £0.2m was not required and has been deducted from acquisition
related charges in note 11.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 80
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
21. Minority interests
At 30 September 2014
Acquisition of TPD
Share of minority net assets acquired of Kentek
Share of profit
Dividends paid
Exchange adjustments
At 30 September 2015
Share of minority net assets acquired of TPD
Share of profit
Dividends paid
Exchange adjustments
At 30 September 2016
£m
2.9
3.2
(1.2)
0.7
(0.2)
(0.2)
5.2
(2.0)
0.8
(0.4)
0.7
4.3
22. Acquisition of businesses
On 12 October 2015, the Group completed the acquisition of 100% of West Coast Industrial Supplies Pty Limited based in Perth,
Australia and its affiliate company, West Coast Industrial Supplies New Caledonia SAS based near Noumea in New Caledonia
(together “WCIS” ) for an aggregate maximum consideration of £9.8m (A$20.5m).
The cash paid on acquisition was £7.6m (A$15.8m), after adjustments to net assets of £1.2m (A$2.7m) and including net debt acquired
of £0.4m (A$0.8m), but before acquisition expenses of £0.4m (A$0.8m). Maximum deferred consideration of up to £1.0m (A$2.0m)
is payable based both on the performance of WCIS during the year ended 30 September 2016 and on the renewal of specific
customer contracts.
On 24 February 2016, the Group acquired 100% of Ascome SARL, based in Paris, France, for total consideration of £0.7m (€0.8m),
including cash acquired of £0.3m (€0.4m); £0.6m (€0.7m) was paid on completion and £0.1m will be paid in 2017.
On 8 March 2016, the Group acquired 100% of Cablecraft Limited based in Houghton Regis, England, together with its trading
subsidiaries Birch Valley Plastics Limited and Krempfast Limited (together “Cablecraft”) for initial consideration of £27.2m, which
included £6.2m of surplus cash and was before acquisition expenses of £0.7m. A further £0.1m was paid based on the final net assets
at completion. Maximum deferred consideration of up to £5.0m is payable based on the performance of Cablecraft for the 12 months
ended 31 March 2017.
Set out below is an analysis of the net book values and fair values relating to these acquisitions:
Acquisition intangible assets
Deferred tax
Property, plant and equipment
Inventories
Trade and other receivables
Trade and other payables
Net assets acquired
Goodwill
Cash paid
Debt acquired
Cash acquired
Expenses of acquisition
Net cash paid, after acquisition expenses
Deferred consideration payable
Less: expenses of acquisition
Total consideration
WCIS
Cablecraft
Ascome
Total
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
–
0.3
0.5
1.6
1.8
(2.2)
2.0
–
2.0
5.2
(1.3)
0.5
0.5
1.8
(2.2)
4.5
4.0
8.5
7.6
0.6
(0.2)
0.4
8.4
0.5
(0.4)
8.5
–
–
0.4
2.1
2.8
(1.7)
3.6
–
3.6
13.0
(2.3)
0.4
1.7
2.8
(1.7)
13.9
7.7
21.6
27.3
–
(6.7)
0.7
21.3
1.0
(0.7)
21.6
–
–
–
0.1
0.2
(0.1)
0.2
–
0.2
0.2
(0.1)
–
0.1
0.2
(0.1)
0.3
0.1
0.4
0.6
–
(0.3)
0.1
0.4
0.1
(0.1)
0.4
–
0.3
0.9
3.8
4.8
(4.0)
5.8
–
5.8
18.4
(3.7)
0.9
2.3
4.8
(4.0)
18.7
11.8
30.5
35.5
0.6
(7.2)
1.2
30.1
1.6
(1.2)
30.5
Goodwill of £11.8m recognised on these acquisitions represents the amount paid for future sales growth from both new customers
and new products, operating cost synergies and employee know-how.
Diploma PLC Annual Report & Accounts 2016
81
22. Acquisition of businesses continued
From the date of acquisition to 30 September 2016, the newly acquired WCIS business contributed £6.7m to revenue and £0.7m to
adjusted operating profit, the newly acquired Cablecraft business contributed £9.2m to revenue and £1.7m to adjusted operating profit
and the newly acquired Ascome business contributed £0.4m to revenue and had a negligible contribution to adjusted operating profit.
If these businesses had been acquired at the beginning of the financial year, they would in aggregate have contributed on a pro rata
basis £23.2m to revenue and £3.6m to adjusted operating profit. However these amounts should not be viewed as indicative of the
results of these businesses that would have occurred, if these acquisitions had been completed at the beginning of the year.
23. Disposal of assets
Gain on disposal of business
Gain on disposal of properties
Gain on disposals (net of tax)
2016
£m
0.3
0.4
0.7
Gain on disposal of business
On 26 September 2016, Vantage Inc. a business in the Diploma Healthcare Group sold its endoscope reprocessing business assets
for cash consideration of £2.8m (C$5.3m); £2.2m net of expenses of sale. Vantage Inc. remains a continuing operation within the
Diploma Healthcare Group. The gain has been accounted for as follows:
2016
£m
Consideration:
Cash consideration, net of expenses of sale
Net assets disposed:
Intangible assets (note 11)
Property, plant and equipment
Current assets
Current liabilities
Gain on disposal before tax
Tax credit on disposal of business
Gain on disposal of business from continuing operations
2.2
(1.4)
(0.6)
(1.5)
1.4
0.1
0.2
0.3
Gain on disposal of properties
In March 2016, the Group sold freehold properties with a net book value of £2.0m for £2.3m, giving rise to a gain before tax of £0.3m.
The tax on this disposal was a credit of £0.1m resulting in a total gain of £0.4m.
A further £0.1m of cash proceeds were received on the disposal at net book value of operational tangible assets in the normal course
of business.
24. Reconciliation of operating profit to cash flow from operating activities
Operating profit
Acquisition related charges (note 11)
Adjusted operating profit
Depreciation or amortisation of tangible and other intangible assets
Share-based payments expense
Cash paid into defined benefit schemes (note 26)
Non-cash items
Operating cash flow before changes in working capital
Increase in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Decrease/(increase) in working capital
Cash flow from operating activities, before acquisition expenses
2016
£m
4.5
0.4
(0.3)
(1.3)
(0.3)
7.9
2016
£m
55.4
10.3
65.7
4.6
70.3
6.3
76.6
2015
£m
3.5
0.5
(0.3)
–
0.2
(2.1)
2015
£m
52.9
7.4
60.3
3.7
64.0
(1.9)
62.1
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 82
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
25. Net cash
The movement in net cash during the year is as follows:
Net (decrease)/increase in cash and cash equivalents
Decrease/(increase) in borrowings
Effect of exchange rates
Movement in net cash
Net cash at beginning of year
Net cash at end of year
Comprising:
Cash and cash equivalents
Borrowings
Net cash at 30 September
2016
£m
(5.1)
10.0
4.9
2.7
7.6
3.0
10.6
20.6
(10.0)
10.6
2015
£m
2.6
(20.0)
(17.4)
(0.9)
(18.3)
21.3
3.0
23.0
(20.0)
3.0
The Group has a committed multi-currency revolving facility of £50.0 million (2015: £40.0 million) which expires on 23 June 2017. On
7 March 2016, the Group exercised an accordion option to increase the committed bank facility from £40.0 million to a maximum
facility of £50.0 million. At 30 September 2016, the Group had total borrowings under this facility of £10.0 million (2015: £20.0 million).
Interest on this facility is payable between 120 and 170bps over LIBOR, depending on the ratio of net debt to EBITDA. The Group will
review its bank facilities during the next financial year.
26. Retirement benefit obligations
The Group maintains two pension arrangements which are accounted for under IAS 19 (Revised) “Employee Benefits”. The principal
arrangement is the defined benefit pension scheme in the UK, maintained by Diploma Holdings PLC and called the Diploma Holdings
PLC UK Pension Scheme (“the Scheme”). This Scheme provides benefits based on final salary and length of service on retirement,
leaving service or death and has been closed to further accrual since 5 April 2000.
The second and smaller pension arrangement is operated by Kubo in Switzerland and provides benefits on retirement, leaving
service or death for the employees of Kubo in accordance with Swiss law. Kubo was acquired by the Group on 13 March 2015.
The Kubo pension scheme is a defined contribution based scheme, which for various technical reasons, is required under IFRS
to be accounted for in accordance with IAS 19 (Revised).
The amount of pension deficit included in the Consolidated Statement of Financial Position in respect of these two pension
arrangements is:
2016
£m
Diploma Holdings PLC UK Pension Scheme
Kubo Pension Scheme
Pension scheme net deficit
The amounts included in the Consolidated Income Statement in respect of these two pension arrangements are:
Diploma Holdings PLC UK Pension Scheme
Kubo Pension Scheme
Amounts charged to the Consolidated Income Statement
10.0
7.2
17.2
2016
£m
(0.2)
(0.3)
(0.5)
2015
£m
6.1
3.7
9.8
2015
£m
(0.2)
(0.2)
(0.4)
Defined contribution schemes operated by the Group’s businesses are not included in these disclosures.
Diploma Holdings PLC UK Pension Scheme
The Scheme is subject to a Statutory Funding Objective under the Pensions Act 2004 which requires that a valuation of the Scheme
is carried out at least once every three years to determine whether the Statutory Funding Objective is met. As part of the process
the Company must agree with the Trustees of the Scheme the contributions to be paid to address any shortfall against the Statutory
Funding Objective. The most recent triennial actuarial valuation carried out as at 30 September 2013 reported that the Scheme had
a funding deficit of £2.7m and held assets which covered 90% of its liabilities at that date. The next triennial actuarial valuation of the
Scheme will be carried out as at 30 September 2016 and the results of the valuation will be reported in the 2017 Annual Report &
Accounts. There were no Scheme amendments, curtailments or settlements during the year.
The Scheme is managed by a set of Trustees appointed in part by the Company and in part from elections by members of the
Scheme. The Trustees have responsibility for obtaining valuations of the fund, administering benefit payments and investing
the Scheme’s assets. The Trustees delegate some of these functions to their professional advisors where appropriate.
Diploma PLC Annual Report & Accounts 2016 83
26. Retirement benefit obligations continued
The Scheme exposes the Company and therefore the Group, to a number of risks:
•
•
•
Investment risk. The Scheme holds investments in asset classes, such as equities, which have volatile market values and while
these assets are expected to provide real returns over the long term, volatility over the short term can cause additional funding
to be required if a deficit emerges.
Interest rate risk. The Scheme’s liabilities are assessed using market yields on high quality corporate bonds to discount the
liabilities. As the Scheme’s assets include equities, the value of the assets and liabilities may not move in the same way.
Inflation risk. A significant proportion of the benefits under the Scheme are linked to inflation. The Scheme’s assets are expected
to provide a good hedge against inflation over the long term, however movements over the short term could lead to funding
deficits emerging.
• Mortality risk. In the event that members live longer than assumed, a larger funding deficit may emerge in the Scheme.
a) Pension deficit included in the Consolidated Statement of Financial Position
Market value of Scheme assets:
Equities
Bonds
Cash
Present value of Scheme liabilities
Pension scheme net deficit
b) Amounts charged to the Consolidated Income Statement
Charged to operating profit
Interest cost on liabilities
Interest on assets
Charged to financial expense, net (note 6)
Amounts charged to the Consolidated Income Statement
c) Amounts recognised in the Consolidated Statement of Income and Other Comprehensive Income
Investment gain/(loss) on Scheme assets in excess of interest
Effect of changes in financial assumptions on Scheme liabilities
Effect of changes in demographic assumptions on Scheme liabilities
Experience adjustments on Scheme liabilities
Actuarial losses charged in the Consolidated Statement of Income and Other Comprehensive Income
2016
£m
2015
£m
22.0
6.1
–
28.1
(38.1)
(10.0)
2016
£m
–
(1.1)
0.9
(0.2)
(0.2)
2016
£m
5.0
(9.3)
0.3
–
(4.0)
18.6
5.6
0.2
24.4
(30.5)
(6.1)
2015
£m
–
(1.2)
1.0
(0.2)
(0.2)
2015
£m
(0.8)
(1.1)
–
–
(1.9)
The cumulative amount of actuarial losses recognised in the Consolidated Statement of Income and Other Comprehensive Income,
since the transition to IFRS, is £10.3m (2015: £6.3m).
d) Analysis of movement in the pension deficit
At 1 October
Amounts charged to the Consolidated Income Statement
Contributions paid by employer
Net effect of remeasurements of Scheme assets and liabilities
At 30 September
e) Analysis of movements in the present value of the Scheme liabilities
At 1 October
Interest cost
Loss on changes in actuarial assumptions
Benefits paid
At 30 September
2016
£m
6.1
0.2
(0.3)
4.0
10.0
2016
£m
30.5
1.1
9.0
(2.5)
38.1
2015
£m
4.3
0.2
(0.3)
1.9
6.1
2015
£m
29.2
1.2
1.1
(1.0)
30.5
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 84
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
26. Retirement benefit obligations continued
f) Analysis of movements in the present value of the Scheme assets
At 1 October
Interest on assets
Return on Scheme assets less interest
Contributions paid by employer
Benefits paid
At 30 September
The actual return on the Scheme assets during the year was a £5.9m gain (2015: £0.2m gain).
2016
£m
24.4
0.9
5.0
0.3
(2.5)
28.1
2015
£m
24.9
1.0
(0.8)
0.3
(1.0)
24.4
Assets
The Scheme’s assets are held in passive unit funds managed by Legal & General Investment Management and at 30 September 2016,
the major categories of assets were as follows:
2016
%
2015
%
North America equities
UK equities
European equities (non-UK)
Asia Pacific and Emerging Markets equities
Corporate bonds
Index-linked gilts
Cash
Principal actuarial assumptions for the Scheme at balance sheet dates
Inflation rate
– RPI
– CPI
Expected rate of pension increases – CPI
Discount rate
Demographic assumptions
20
19
19
20
13
9
0
2015
3.1%
2.3%
2.3%
3.8%
20
19
19
18
13
10
1
2014
3.3%
2.5%
2.5%
4.1%
2016
3.2%
2.4%
2.4%
2.3%
Mortality table used:
Year the mortality table was published:
Allowance for future improvements in longevity:
Allowance made for members to take a cash lump sum
on retirement:
S1NxA
CMI 2015
Year of birth projections, with a long term improvement rate of 1.0%
Members are assumed to take 100% of their maximum cash sum
(based on current commutation factors)
The weighted average duration of the defined benefit obligation is around 18 years.
Sensitivities
The sensitivities of the 2016 pension liabilities to changes in assumptions are as follows:
Factor
Assumption
Discount rate
Inflation
Life expectancy
Decrease by 0.5%
Increase by 0.5%
Increase by one year
Impact on pension liabilities
Estimated
increase
%
Estimated
increase
£m
10.8
4.4
2.8
4.1
1.7
1.1
Risk mitigation strategies
When setting the investment strategy for the Scheme, the Trustees, in conjunction with the employer, take into account the liability
profile of the Scheme. The current strategy is designed to broadly match assets and liabilities in respect of pensioner members, but
to invest in growth assets in respect of non-pensioners. Annuity policies have been taken out in respect of some historic pensioners,
but the Scheme has not purchased annuities for retirements since 2005.
Diploma PLC Annual Report & Accounts 2016 85
26. Retirement benefit obligations continued
Effect of the Scheme on the Group’s future cash flows
The Company is required to agree a schedule of contributions with the Trustees of the Scheme following each triennial actuarial
valuation. Following the triennial actuarial valuation carried out as at 30 September 2013, the Company agreed to contribute £0.3m
in cash annually to the Scheme. The next valuation of the Scheme is being carried out as at 30 September 2016.
The Kubo Pension Scheme (“the Kubo Scheme”)
In accordance with Swiss law, Kubo’s pension benefits are contribution based with the level of benefits varying according to category
of employment. Swiss law requires certain guarantees to be provided on such pension benefits. Kubo finances its Swiss pension
benefits through the ASGA Pensionskasse, a multi-employer plan of non-associated companies which pools risks between
participating companies. As at 30 September 2016 the ASGA Pensionskasse had a local coverage ratio of 108.7%.
Set out below is a summary of the key features of the Kubo Scheme.
a) Pension deficit included in the Consolidated Statement of Financial Position
Assets of the Kubo Scheme1
Actuarial liabilities of the Kubo Scheme
Pension scheme net deficit
1 The assets of the Kubo Scheme are held as part of the funds managed by ASGA Pensionskasse.
b) Amounts charged to the Consolidated Income Statement
Service cost
Charged to operating profit
Net interest cost charges to finance expenses
Amount charged to the Consolidated Income Statement
c) Analysis of movement in the pension deficit
At 1 October
Amounts charged to the Consolidated Income Statement
Contributions paid by employer
Net effect of remeasurements of Kubo Scheme assets and liabilities
Exchange adjustments
At 30 September
Principal actuarial assumptions for the Kubo Scheme at 30 September 2016
Expected rate of pension increase
Expected rate of salary increase
Discount rate
Interest credit rate
Mortality
Sensitivities
The sensitivities of the 2016 pension liabilities to changes in assumptions are as follows:
Factor
Assumption
Discount rate
Life expectancy
Decrease by 0.5%
Increase by one year
Effect of the Kubo Scheme on the Group’s future cash flows
Best estimate of employer’s contribution in 2017
Best estimate of employees’ contribution in 2017
The weighted average duration of the defined benefit obligation is approximately 20 years.
2016
£m
10.8
(18.0)
(7.2)
2015
£m
10.3
(14.0)
(3.7)
2016
£m
(0.3)
(0.3)
–
(0.3)
2016
£m
3.7
0.3
(0.3)
2.6
0.9
7.2
2015
£m
(0.2)
(0.2)
–
(0.2)
2015
£m
3.7
0.2
(0.2)
–
–
3.7
2016
2015
0%
1.0%
0.15%
0.50%
0%
1.0%
0.75%
1.50%
BVG2015 BVG2010
Impact on pension liabilities
Estimated
increase
%
Estimated
increase
£m
10.6
7.0
1.9
1.3
£m
0.4
0.4
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 86
Notes to the Consolidated Financial Statements
continued
For the year ended 30 September 2016
27. Commitments
At 30 September 2016 the Group has outstanding aggregate commitments for future lease payments (under non-cancellable
operating leases) in respect of the following years:
Land and buildings
Other
Total
Within one year
For years two to five
After five years
2016
£m
3.4
7.4
3.2
2015
£m
2.6
5.8
3.7
14.0
12.1
2016
£m
1.0
1.3
–
2.3
2015
£m
0.9
1.2
–
2.1
2016
£m
4.4
8.7
3.2
2015
£m
3.5
7.0
3.7
16.3
14.2
Other commitments comprise plant and machinery, motor vehicles and office equipment. Operating lease payments made during
the year in respect of land and buildings and other commitments were £4.2m (2015: £2.9m) and £1.1m (2015: £1.0m), respectively.
28. Auditor’s remuneration
During the year the Group paid fees for the following services from the auditor:
Fees payable to the auditor for the audit of:
– the Company’s Annual Report & Accounts
– the Company’s subsidiaries
Audit fees
2016
£m
0.1
0.4
0.5
Non-audit fees of £13,000 (2015: £12,000) principally being amounts paid to the Group’s auditor for carrying out “agreed upon
procedures” on the Half Year Announcement, which is unaudited.
29. Exchange rates
The exchange rates used to translate the results of the overseas businesses are as follows:
US dollar (US$)
Canadian dollar (C$)
Euro (€)
Swiss franc (CHF)
Australian dollar (A$)
Average
Closing
2016
1.41
1.87
1.28
1.40
1.92
2015
1.54
1.91
1.35
1.48
1.99
2016
1.30
1.71
1.16
1.26
1.70
2015
£m
0.1
0.3
0.4
2015
1.51
2.03
1.36
1.48
2.16
Diploma PLC Annual Report & Accounts 2016 87
Group Accounting Policies
For the year ended 30 September 2016
The consolidated financial statements have been prepared in
accordance with IFRS as endorsed by the EU and in accordance
with the Companies Act 2006, as applicable to companies
reporting under IFRS. The accounting policies set out below have
been consistently applied in 2016 and the comparative year.
There were no new Standards, amendments or interpretations
to existing Standards which have been published and endorsed
by the EU and which have a significant impact on the results,
financial position or presentation of the consolidated financial
statements for the year ended 30 September 2016.
1.1 Basis of preparation
The consolidated financial statements have been prepared
under the historical cost convention, except for derivative
financial instruments which are held at fair value. The
consolidated financial statements have been prepared on
a going concern basis, as discussed on pages 62 and 63.
1.2 Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the
Company (its subsidiaries). Control exists when the Company
has the power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities. The assets,
liabilities and results of subsidiaries acquired or disposed of
during the year are included in the Consolidated Income
Statement from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into
line with those detailed herein to ensure that the Group financial
statements are prepared on a consistent basis. All intra-Group
transactions, balances, income and expenses are eliminated in
preparing the consolidated financial statements.
Non-controlling interests, defined as minority interests, in the
net assets of consolidated subsidiaries are identified separately
from the Group’s equity therein. Minority interests consist of the
amount of those interests at the date of the original business
combination and the minority’s share of changes in equity since
the date of the combination.
1.3 Acquisitions
Acquisitions are accounted for using the acquisition method
as at the acquisition date, which is the date on which control
is transferred to the Group. Goodwill at the acquisition date
represents the cost of the business combination (excluding
acquisition related costs, which are expensed as incurred) plus
the amount of any non-controlling interest in the acquiree in
excess of the fair value of the identifiable tangible and intangible
assets, liabilities and contingent liabilities acquired.
Minority interests may be initially measured at fair value or,
alternatively, at the minority interest’s proportionate share of
the recognised amounts of the acquiree’s identifiable net assets.
The choice of measurement basis is made for each business
combination separately.
1.4 Divestments
The results and cash flows of major lines of businesses that have
been divested have been classified as discontinued businesses.
There were no discontinued operations in either 2016 or 2015.
1.5 Revenue recognition
Revenue is measured as the fair value of the consideration
received or receivable for goods and services supplied to
customers, after deducting sales allowances and value added
taxes; revenue receivable for services supplied to customers,
as opposed to goods, is less than ca.3% of Group revenue.
Revenue is recognised when the risk and rewards of ownership
transfers to the customer, which depending on individual
customer terms, is at the time of despatch, delivery or upon
formal customer acceptance. Provision is made for returns
where appropriate. Service revenue received in advance is
deferred and recognised on a pro rata basis over the period
of the contract.
1.6 Employee benefits
The Group operates a number of pension plans, both of the
defined contribution and defined benefit type. The defined
benefit plan is operated by Diploma Holdings PLC and is closed
to the accrual of further benefits.
a) Defined contribution pension plans: Contributions to the
Group’s defined contribution schemes are recognised as
an employee benefit expense when they fall due.
b) Defined benefit pension plan: The deficit recognised in the
balance sheet for the Group’s defined benefit pension plan
is the present value of the defined benefit obligation at the
balance sheet date less the fair value of the scheme assets.
The defined benefit obligation is calculated by independent
actuaries using the projected unit cost method and by
discounting the estimated future cash flows using interest
rates on high quality corporate bonds. The pension expense
for the Group’s defined benefit plan is recognised as follows:
i) Within the Consolidated Income Statement:
– Gains and losses arising on settlements and curtailments
– where the item that gave rise to the settlement or
curtailment is recognised in operating profit.
– Interest cost on the net deficit in the plan – calculated
by applying the discount rate to the net defined benefit
liability at the start of the annual reporting period.
ii) Within the Consolidated Statement of Income and Other
Comprehensive Income (“Other Comprehensive Income”):
– Actuarial gains and losses arising on the assets and
liabilities of the plan arising from actual experience and
any changes in assumptions at the end of the year.
The Group has adopted a policy of recognising all actuarial
gains and losses for its defined benefit plan in the period in
which they occur, outside the Consolidated Income
Statement, but in Other Comprehensive Income.
c) Share-based payments: Equity-settled transactions (which
are where the Executive Directors and certain senior
employees receive a part of their remuneration in the form
of shares in the Company, or rights over shares) are measured
at fair value at the date of grant. The fair value determined
at the grant date takes account of the effect of market based
measures, such as the Total Shareholder Return (“TSR”)
targets upon which vesting of part of the award is
conditional, and is expensed to the Consolidated Income
Statement on a straight-line basis over the vesting period,
with a corresponding credit to equity. The cumulative
expense recognised is adjusted to take account of shares
forfeited by executives who leave during the performance
or vesting period and, in the case of non-market related
performance conditions, where it becomes unlikely that
shares will vest. For the market-based measure, the Directors
have used a predicted future value model to determine fair
value of the shares at the date of grant.
The Group operates an Employee Benefit Trust for the
granting of shares to Executives. The cost of shares in the
Company purchased by the Employee Benefit Trust are
shown as a deduction from equity.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 88
Group Accounting Policies continued
For the year ended 30 September 2016
1.7 Foreign currencies
The individual financial statements of each Group entity are
prepared in their functional currency, which is the currency
of the primary economic environment in which that entity
operates. For the purpose of the consolidated financial
statements, the results and financial position of each entity are
translated into UK sterling, which is the presentational currency
of the Group.
a) Reporting foreign currency transactions in functional currency:
Transactions in currencies other than the entity’s functional
currency (foreign currencies) are initially recorded at the rates
of exchange prevailing on the dates of the transactions.
At each subsequent balance sheet date:
i) Foreign currency monetary items are retranslated at
the rates prevailing at the balance sheet date. Exchange
differences arising on the settlement or retranslation
of monetary items are recognised in the Consolidated
Income Statement.
ii) Non-monetary items measured at historical cost in a
foreign currency are not retranslated.
iii) Non-monetary items measured at fair value in a foreign
currency are retranslated using the exchange rates at the
date the fair value was determined. Where a gain or loss
on non-monetary items is recognised directly in equity,
any exchange component of that gain or loss is also
recognised directly in equity and conversely, where a gain
or loss on a non-monetary item is recognised in the
Consolidated Income Statement, any exchange
component of that gain or loss is also recognised in the
Consolidated Income Statement.
b) Translation from functional currency to presentational
currency:
When the functional currency of a Group entity is different
from the Group’s presentational currency, its results and
financial position are translated into the presentational
currency as follows:
i) Assets and liabilities are translated using exchange rates
ii)
prevailing at the balance sheet date.
Income and expense items are translated at average
exchange rates for the year, except where the use of such
an average rate does not approximate the exchange rate
at the date of the transaction, in which case the
transaction rate is used.
iii) All resulting exchange differences are recognised in Other
Comprehensive Income; these cumulative exchange
differences are recognised in the Consolidated Income
Statement in the period in which the foreign operation is
disposed of.
c) Net investment in foreign operations:
Exchange differences arising on a monetary item that forms
part of a reporting entity’s net investment in a foreign
operation are recognised in the Consolidated Income
Statement in the separate financial statements of the
reporting entity or the foreign operation as appropriate.
In the consolidated financial statements such exchange
differences are initially recognised in Other Comprehensive
Income as a separate component of equity and subsequently
recognised in the Consolidated Income Statement on
disposal of the net investment.
1.8 Taxation
The tax expense relates to the sum of current tax and
deferred tax.
Current tax is based on taxable profit for the year, which differs
from profit before taxation as reported in the Consolidated
Income Statement. Taxable profit excludes items of income and
expense that are taxable (or deductible) in other years and also
excludes items that are never taxable or deductible. The Group’s
liability for current tax, including UK corporation tax and
overseas tax, is calculated using rates that have been enacted
or substantively enacted at the balance sheet date.
Deferred tax is accounted for using the balance sheet liability
method. Deferred tax is recognised on differences between
the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the
computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences
and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised. Temporary
differences arise primarily from the recognition of the deficit
on the Group’s defined benefit pension scheme, the difference
between accelerated capital allowances and depreciation and
for short term timing differences where a provision held against
receivables or inventory is not deductible for taxation purposes.
However, deferred tax assets and liabilities are not recognised if
the temporary difference arises from goodwill or from the initial
recognition (other than in a business combination) of other
assets and liabilities in a transaction that affects neither the
tax profit, nor the accounting profit.
Deferred tax liabilities are also recognised for taxable temporary
differences arising on investments in subsidiaries, except where
the Group is able to control the reversal of the temporary
difference and it is possible that the temporary difference will
not reverse in the foreseeable future. No deferred tax is
recognised on the unremitted earnings of overseas subsidiaries,
as the Group controls the dividend policies of its subsidiaries.
Deferred tax is calculated at the tax rates that are expected to
apply to the period when the asset is realised or the liability is
settled. Deferred tax is charged or credited to the Consolidated
Income Statement, except when the item on which the tax or
charge is credited or charged directly to equity, in which case
the deferred tax is also dealt with in equity. The carrying amount
of deferred tax assets is reviewed at each balance sheet date
and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of
the assets to be recovered. Tax assets and liabilities are offset
when there is a legally enforceable right to enforce current tax
assets against current tax liabilities and when the deferred
income tax relates to the same fiscal authority.
1.9 Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation and accumulated impairment losses.
Cost comprises the purchase price plus costs directly incurred
in bringing the asset into use, but excluding interest. All repairs
and maintenance expenditure is charged to the Consolidated
Income Statement in the period in which it is incurred.
Freehold land is not depreciated. Depreciation on other items of
property, plant and equipment begins when the asset is available
for use and is charged to the Consolidated Income Statement on
a straight-line basis to write off the cost, less residual value of
the asset, over its estimated useful life as follows:
Freehold property
Leasehold property
– between 20 and 50 years
– term of the lease
– plant and machinery between
Plant and equipment
3 and 7 years
– IT hardware between 3 and 5 years
– fixtures and fittings between
5 and 15 years
Hospital field equipment – 5 years
Diploma PLC Annual Report & Accounts 2016
89
1.9 Property, plant and equipment continued
The depreciation method used, residual values and estimated
useful lives are reviewed and changed, if appropriate, at least at
each financial year end. Assets held under finance leases are
depreciated over their expected useful lives on the same basis
as owned assets or, where shorter, over the term of the relevant
lease. An asset’s carrying amount is written down immediately
to its recoverable amount if the asset’s carrying amount is
greater than its estimated recoverable amount. Gains and losses
arising on disposals are determined by comparing sales
proceeds with carrying amount and are recognised in the
Consolidated Income Statement.
1.10 Intangible assets
All intangible assets, excluding goodwill arising on a business
combination, are stated at their amortised cost or fair value less
any provision for impairment.
a) Research and development costs
Research expenditure is written off as incurred. Development
costs are written off as incurred unless forecast revenues for
a particular project exceed attributable forecast development
costs in which case they are capitalised and amortised on a
straight-line basis over the asset’s estimated useful life. Costs
are capitalised as intangible assets unless physical assets,
such as tooling, exist when they are classified as property,
plant and equipment.
b) Computer software costs
Where computer software is not integral to an item of
property, plant or equipment its costs are capitalised as other
intangible assets. Amortisation is provided on a straight-line
basis over its useful economic life of between three and
seven years.
c) Acquired intangible assets – business combinations
Intangible assets that may be acquired as a result of a
business combination, include, but are not limited to,
customer lists, supplier lists, databases, technology and
software and patents that can be separately measured at fair
value, on a reliable basis, are separately recognised on
acquisition at the fair value, together with the associated
deferred tax liability. Amortisation is charged on a straight-
line basis to the Consolidated Income Statement over the
expected useful economic lives.
Fair values of customer and supplier relationships on larger
acquisitions are valued using a discounted cash flow model;
databases are valued using a replacement cost model. For
smaller acquisitions, intangible assets are assessed using
historical experience of similar transactions.
d) Goodwill – business combinations
Goodwill arising on the acquisition of a subsidiary represents
the excess of the aggregate of the fair value of the
consideration over the aggregate fair value of the identifiable
intangible, tangible and current assets and net of the
aggregate fair value of the liabilities (including contingent
liabilities of businesses acquired at the date of acquisition).
Goodwill is initially recognised as an asset at cost and is
subsequently measured at cost less any accumulated
impairment losses. Transaction costs are expensed and
are not included in the cost of acquisition.
1.11 Impairment of tangible and intangible assets
An impairment loss is recognised to the extent that the carrying
amount of an asset or cash-generating unit exceeds its
recoverable amount.
The recoverable amount of an asset or cash-generating unit is the
higher of: (i) its fair value less costs to sell: and (ii) its value in use; its
value in use is the present value of the future cash flows expected
to be derived from the asset or cash-generating unit, discounted
using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific
to the asset or cash-generating unit. Impairment losses are
recognised immediately in the Consolidated Income Statement.
a) Impairment of goodwill
Goodwill acquired in a business combination is allocated to a
cash-generating unit; cash-generating units for this purpose
are the Group’s three Sectors which represent the lowest
level within the Group at which the goodwill is monitored by
the Group’s Board of Directors for internal and management
purposes. Cash-generating units to which goodwill has
been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may
be impaired.
If the recoverable amount of the cash-generating unit is less
than the carrying amount of the unit, the impairment loss is
allocated first to reduce the goodwill attributable to the
cash-generating unit. Impairment losses cannot be
subsequently reversed.
b) Impairment of other tangible and intangible assets
Other tangible and intangible assets are reviewed for
impairment when events or changes in circumstances
indicate the carrying value may not be recoverable.
Impairment losses and any subsequent reversals are
recognised in the Consolidated Income Statement.
1.12 Inventories
Inventories are stated at the lower of cost (generally calculated
on a weighted average cost basis) and net realisable value, after
making due allowance for any obsolete or slow moving inventory.
Cost comprises direct materials, duty and freight-in costs.
Net realisable value represents the estimated selling price less
all estimated costs of completion and the estimated costs
necessary to make the sale.
1.13 Financial instruments
Financial assets and liabilities are recognised in the Group
balance sheet when the Group becomes a party to the
contractual provisions of the instrument.
a) Trade receivables
Trade receivables are initially measured at fair value, do not
carry any interest and are reduced by a charge for impairment
for estimated irrecoverable amounts. Such impairment
charges are recognised in the Consolidated Income Statement.
b) Trade payables
Trade payables are non-interest bearing and are initially
measured at their nominal value.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx
90
Group Accounting Policies continued
For the year ended 30 September 2016
1.13 Financial instruments continued
c) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, interest
bearing deposits, bank overdrafts and short term highly liquid
investments with original maturities of three months or less
that are readily convertible to a known amount of cash and
are subject to an insignificant risk of changes in value. Bank
overdrafts are repayable on demand and can form an integral
part of the Group’s cash management.
d) Put options held by minority interests
The purchase price of shares to be acquired under options
held by minority shareholders in the Group’s subsidiaries are
calculated by reference to the estimated profitability of the
relevant subsidiary at the time of exercise, using a multiple
based formula. The net present value of the estimated future
payments under these put options is shown as a financial
liability. The corresponding entry is recognised in equity as a
deduction against retained earnings. At the end of each year,
the estimate of the financial liability is reassessed and any
change in value is recognised in the Consolidated Income
Statement, as part of finance income or expense. Where
the liability is in a foreign currency, any change in the value
of the liability resulting from changes in exchange rates is
recognised in the Consolidated Income Statement.
e) Derivative financial instruments and hedge accounting
The Group holds derivative financial instruments in the form
of forward foreign exchange contracts to hedge its foreign
currency exposure. These derivatives are designated as cash
flow hedges.
Derivatives are initially recognised at fair value on the date
a derivative contract is entered into and subsequent changes
in the fair value of foreign currency derivatives which are
designated and effective as hedges of future cash flows are
recognised in equity in the hedging reserve and in Other
Comprehensive Income, and are reclassified to profit or loss
on maturity of the derivative. Changes in the fair value of
foreign currency derivatives which are ineffective or do not
meet the criteria for hedge accounting in accordance with
IAS 39 are recognised immediately in the Consolidated
Income Statement.
The Group documents, at the inception of the transaction,
the relationship between hedging instruments and hedged
items, as well as its risk management objectives and strategy
for undertaking various hedging transactions. The Group also
documents its assessment, both at hedge inception and on
an ongoing basis, of whether the derivatives that are used in
hedging transactions are highly effective in offsetting
changes in cash flows of hedged items.
No derivative contracts have been designated as fair value
hedges or net investment hedges.
f) Borrowings
Borrowings are initially recognised at the fair value of the
consideration received. They are subsequently measured
at amortised cost. Borrowings are classified as non-current
when the repayment date is more than 12 months from the
period-end date or where they are drawn on a facility with
more than 12 months to expiry.
1.14 Investments (available for sale financial assets)
The investment held by the Group comprises equity shares which
are not held for the purposes of equity trading and in accordance
with IAS 39 is classified as available for sale. They are initially
recognised at fair value. Subsequent to initial recognition, they
are measured at fair value and changes therein are recognised
in Other Comprehensive Income.
1.15 Leases
Leases are classified as finance leases whenever the terms
of the lease transfer substantially all the risk and rewards of
ownership to the lessee. Leases include hire purchase contracts
which have characteristics similar to finance or operating leases.
All other leases are classified as operating leases. Rentals
payable under operating leases are charged to the Consolidated
Income Statement on a straight-line basis over the term of the
relevant lease. Benefits received and receivable as an incentive
to enter into an operating lease are also spread on a straight-line
basis over the expected lease term.
1.16 Other liabilities
Other liabilities are recognised when the Group has legal or
constructive obligation as a result of a past event and it is
possible that the Group will be required to settle that obligation.
Other liabilities are measured at the Directors’ best estimate of
the expenditure required to settle the obligation at the balance
sheet date.
1.17 Dividends
The annual final dividend is not provided for until approved
at the AGM; interim dividends are charged in the period they
are paid.
1.18 Share capital and reserves
Ordinary shares are classified as equity. Incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds. The Group
also maintains the following reserves:
a) Translation reserve – The translation reserve comprises all
foreign exchange differences arising from the translation of
the financial statements of foreign businesses.
b) Hedging reserve – The hedging reserve comprises the
effective portion of the cumulative net change in the fair
value of cash flow hedging instruments that are determined
to be an effective hedge.
c) Retained earnings reserve – The retained earnings reserve
comprises total cumulative recognised income and expense
attributable to shareholders. Bonus issues of share capital
and dividends to shareholders are also charged directly to
this reserve. In addition the cost of acquiring shares in the
Company and the liability to provide those shares to
employees, is accounted for in this reserve.
Where any Group company purchases the Company’s equity
share capital and holds that share either directly as treasury
shares or indirectly within an ESOP trust, the consideration paid,
including any directly attributable incremental costs (net of
income taxes), is deducted from equity attributable to the
Company’s equity holders until the shares are cancelled,
reissued or disposed of. Where such shares are subsequently
sold or reissued, any consideration received, net of any directly
attributable incremental transaction costs and the related
income tax effects, is included in equity attributable to the
Company’s equity holders. These shares are used to satisfy
share awards granted to Directors under the Group’s share
schemes. The Trustee purchases the Company’s shares on the
open market using loans made by the Company or a subsidiary
of the Company.
Diploma PLC Annual Report & Accounts 2016 91
1.19 Related parties
There are no related party transactions (other than with the
Executive Directors who are considered to be key management)
that are required to be disclosed in accordance with IAS 24.
Details of their remuneration are given in the Remuneration
Committee Report on pages 48 to 61.
1.20 Accounting standards, interpretations and amendments
to published standards not yet effective
The IASB has published a number of new standards,
amendments and interpretations to existing standards which
are not yet effective, but will be mandatory for the Group’s
accounting periods beginning on or after 1 October 2016. Set
out below are those which are considered most relevant to
the Group:
•
•
IFRS 15 “Revenue from Contracts with Customers”: IFRS 15
is effective for the Group for the year ended 30 September
2019. The Group is completing an impact assessment on the
consolidated financial statements but expects the impact to
be isolated to the Life Sciences Sector.
IFRS 16 “Leases”: IFRS 16 is effective for the Group for the
year ended 30 September 2020 and the Group anticipates
commencing an impact assessment on the consolidated
financial statements towards the end of 2017.
The following new or amended standards are not expected
to have a significant impact on the Group’s consolidated
financial statements:
•
•
•
•
•
IAS 1 “Disclosure Initiative – Amendments to IAS 1”
IAS 16 and IAS 38 “Clarification of acceptable methods
of depreciation and amortisation”
IFRS 14 “Regulatory deferral accruals”
IAS 12 “Recognition of Deferred Tax Assets for
Unrealised Losses”
IFRS 9 “Financial Instruments”
1.21 Critical accounting estimates and judgements
In order to prepare these consolidated financial statements in
accordance with the accounting policies set out in note 1.1 to
1.20 above, management has used estimates and judgements
to establish the amounts at which certain items are recorded.
Critical accounting estimates and judgements are those which
have the greatest impact on the financial statements and require
the most difficult and subjective judgements about matters that
are inherently uncertain. Estimates are based on factors
including historical experience and expectations of future events
that management believe to be reasonable. However given the
judgemental nature of such estimates, actual results could be
different from the assumptions used. The critical accounting
estimates and judgements are set out below:
1.21.1 Goodwill impairment
The Directors use their judgement to determine the extent to
which goodwill has a value that will benefit the performance
of the Group over future periods. To assist in making this
judgement, the Directors undertake an assessment of the
carrying value of the Group’s capitalised goodwill, using
discounted cash flow forecasts to derive the “value in use” to
the Group of the capitalised goodwill. This calculation is usually
based on projecting future cash flows over a five-year period
and using a perpetuity to incorporate expectations of growth
thereafter. A discount factor is applied to obtain a current value
(“value in use”). The “fair value less costs to sell” of an asset is
used if this results in an amount in excess of “value in use”.
Estimated future cash flows for impairment calculations are
based on management’s expectations of future volumes and
margins based on plans and best estimates of the productivity
of the assets in their current condition. Future cash flows
therefore exclude benefits from major expansion projects
requiring future capital expenditure where that expenditure
has not been approved at the balance sheet date.
Future cash flows are discounted using discount rates based on
a market derived weighted average cost of capital, adjusted if
appropriate for circumstances specific to the asset being tested.
The weighted average cost of capital is impacted by estimates
of interest rates and equity returns and is reviewed on an
annual basis.
The projection period is, in the opinion of the Directors, an
appropriate period over which to view the future results of
the Group’s businesses for this purpose. Changes to the
assumptions and discount rates used in making these forecasts
could significantly alter the Directors’ assessment of the
carrying value of goodwill.
1.21.2 Accounting for acquisitions
When the Group makes a large acquisition it recognises the
identifiable assets and liabilities, including intangible assets,
at fair value, with the difference between the fair value of
net assets acquired and the fair value of consideration paid
comprising goodwill. The most significant assets acquired are
intangible assets (predominantly customer relationships); the
key assumptions used to determine the valuation of intangible
assets acquired are the forecast cash flows, the discount rate
and customer attrition. Customer relationships are valued using
a discounted cash flow model. Acquisitions often comprise an
element of deferred consideration and may include a minority
interest, which are subject to put options. These put options
are also required to be fair valued at the date of acquisition.
Deferred consideration is fair valued based on Directors’
estimate of future performance of the acquired entity.
1.21.3 Inventory and trade receivable provisions
In the course of normal trading activities, judgement is used to
establish the net realisable value of various elements of working
capital, principally inventory and trade receivables. Impairment
charges are made against obsolete or slow-moving inventories,
bad or doubtful receivables.
The decision to make an impairment charge is based on the
facts available at the time the consolidated financial statements
are approved and are also determined by using profiles, based
on past practice, applied to certain aged inventory and trade
receivables categories. In estimating the collectability of trade
receivables, judgement is required in assessing their likely
realisation, including the current creditworthiness of each
customer and related ageing of the past due balances. Specific
accounts are assessed in situations where a customer may not
be able to meet its financial obligations due to deterioration of
its financial condition, credit ratings or bankruptcy.
1.21.4 Future purchases of minority interests
The Group’s financial statements include a financial liability for
the net present value of the expected amount that it will pay in
future years to acquire the outstanding shares held by minority
shareholders in the Group’s subsidiaries. This amount is based
on the Directors’ estimate of the future profitability of the
relevant subsidiary and the assumption that year end exchange
rates will remain consistent until the exercise of the option. Any
changes to the estimated profitability of the relevant business
and/or changes to the assumption of the relevant exchange
rate, will change the estimate of this financial liability.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 92
Parent Company Statement of Financial Position
As at 30 September 2016
Fixed assets
Investments
Creditors: amounts falling due within one year
Amounts owed to subsidiary undertakings
Total assets less current liabilities
Capital and reserves
Called up equity share capital
Profit and loss account
Note
2016
£m
2015
£m
c
72.0
72.0
(20.5)
51.5
5.7
45.8
51.5
(29.2)
42.8
5.7
37.1
42.8
d
The financial statements of Diploma PLC, company number 3899848, were approved by the Board of Directors on 21 November 2016
and signed on its behalf by:
BM Thompson
Chief Executive Officer
NP Lingwood
Group Finance Director
Parent Company Statement of Changes in Equity
For the year ended 30 September 2016
At 1 October 2014
Total Comprehensive Income
Dividends
Transfers of own shares (net)
At 30 September 2015
Total Comprehensive Income
Dividends
Transfers of own shares (net)
At 30 September 2016
Share
capital
£m
Shareholders’
equity
£m
5.7
–
–
–
5.7
–
–
–
5.7
32.7
23.9
(19.7)
0.2
37.1
29.3
(21.0)
0.4
45.8
Total
equity
£m
38.4
23.9
(19.7)
0.2
42.8
29.3
(21.0)
0.4
51.5
The notes on page 93 form part of these financial statements.
Diploma PLC Annual Report & Accounts 2016 93
Notes to the Parent Company Financial Statements
For the year ended 30 September 2016
a) Accounting policies
a.1) Basis of accounting
The Parent Company financial statements have been prepared in accordance with the Companies Act 2006 and FRS 101 “Reduced
Disclosures Framework”. The Directors confirm they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future, and accordingly, they continue to adopt the going concern basis in
preparing the Parent Company Financial Statements. The Parent Company Financial Statements are presented in UK sterling and
all values are rounded to the nearest million pound (£m) except when otherwise indicated.
As permitted by section 408 of the Companies Act 2006, no separate profit and loss account is presented for the Company. There
were no gains or losses either in the current or preceding years recognised in other comprehensive income.
In the transition to FRS 101 from extant UK GAAP, the Company has applied IFRS 1 “First-time Adoption of International Financial
Reporting Standards” whilst ensuring that its assets and liabilities are measured in compliance with FRS 101. The transition to FRS 101
from extant UK GAAP has not required any measurement and recognition adjustments to previously reported equity, net assets or
profit after taxation.
The following disclosures have not been provided as permitted by FRS 101:
• a cash flow statement and related notes;
• a comparative period reconciliation for share capital;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRS;
• an additional statement of financial position for the beginning of the earliest comparative period; and
• disclosures in respect of the compensation of key management personnel as required.
As the consolidated financial statements of the Company include the equivalent disclosures, the Company has also taken the
exemption under FRS 101 available in respect of the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 “Share-based Payment”
in respect of group settled share-based payments.
a.2) Dividends
Dividend income is recognised when received. Final dividend distributions are recognised in the Company’s financial statements
in the year in which the dividends are approved by the Company’s shareholders. Interim dividends are recognised when paid.
a.3) Diploma PLC Employment Benefit Trust and employee share schemes
Shares held by the Diploma PLC Employee Benefit Trust (“the Trust”) are stated at cost and accounted for as a deduction from
shareholders’ funds in accordance with UITF 38. Shares that are held by the Trust are not eligible for dividends until such time
as the awards have vested and options have been exercised by the participants.
a.4) Auditor’s remuneration
Fees payable to the auditor for the audit of the Company’s accounts of £3,500 (2015: £3,500) were borne by a fellow Group undertaking.
b) Directors’ and employees’ remuneration
No remuneration is paid directly by the Company; information on the Directors’ remuneration (which is paid by an immediate holding
company) and their interests in the share capital of the Company are set out in the Remuneration Committee Report on pages 48 to
61. The Company had no employees (2015: none).
c) Investments
Shares in Group undertakings
At 30 September 2016 and 1 October 2015
£m
72.0
A full list of subsidiary and other related undertakings are set out on page 98. On transition to FRS 101, the Company’s opening cost
of investments in subsidiary undertakings has been taken as deemed cost, being the carrying amount under extant UK GAAP. This
has no impact on the carrying amounts previously reported.
d) Share capital
Allotted, issued and fully paid ordinary shares of 5p each
At 30 September
2016
Number
2015
Number
2016
£m
2015
£m
113,239,555
113,239,555
5.7
5.7
During the year 48,861 ordinary shares in the Company (2015: 171,910) were transferred from the Trust to participants in connection
with the exercise of options in respect of awards which had vested under the 2011 Long Term Incentive Plan, as set out on page 60 in
the Remuneration Committee Report. At 30 September 2016, the Trust held 172,577 (2015: 221,438) ordinary shares in the Company
representing 0.2% of the called up share capital. The market value of the shares at 30 September 2016 was £1.5m (2015: £1.5m).
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 94
Independent Auditor’s Report to the Members of
Diploma PLC
Opinion on financial statements of Diploma PLC
In our opinion:
• the financial statements give a true and fair view of the state
of the Group’s and of the Parent Company’s affairs as at
30 September 2016 and of the Group’s profit for the year
then ended;
• the Group financial statements have been properly prepared
in accordance with International Financial Reporting
Standards (“IFRSs”) as adopted by the European Union;
• the Parent Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice, including FRS 101 “Reduced
Disclosure Framework”; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006 and, as
regards the Group financial statements, Article 4 of the
IAS Regulation.
The financial statements comprise the Consolidated Income
Statement, the Consolidated Statement of Income and Other
Comprehensive Income, the Consolidated Statement of
Changes in Equity, the Consolidated Statement of Financial
Position, the Consolidated Cash Flow Statement, and the related
notes 1 to 29 and the Group Accounting policies. This also
comprises the Company Statement of Financial Position, the
Company Statement of Changes in Equity and its related notes
(a) to (d). The financial reporting framework that has been
applied in the preparation of the Group financial statements is
applicable law and IFRSs as adopted by the European Union.
The financial reporting framework that has been applied in
the preparation of the Parent Company financial statements
is applicable law and United Kingdom Accounting Standards
(United Kingdom Generally Accepted Accounting Practice),
including FRS 101 “Reduced Disclosure Framework”.
Going concern and the Directors’ assessment of the principal
risks that would threaten the solvency or liquidity of the Group
As required by the Listing Rules we have reviewed the Directors’
statement regarding the appropriateness of the going concern
basis of accounting contained on page 63 and the Directors’
statement on the longer term viability of the Group contained
within the Strategic Report on page 30.
We have nothing material to add or draw attention to in relation to:
• the Directors’ confirmation on page 30 that they have carried
out a robust assessment of the principal risks facing the
Group, including those that would threaten its business
model, future performance, solvency or liquidity;
• the disclosures on pages 31 to 33 that describe those risks
and explain how they are being managed or mitigated;
• the Directors’ statement in the Directors’ Report about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them and their
identification of any material uncertainties to the Group’s
ability to continue to do so over a period of at least 12 months
from the date of approval of the financial statements;
• the Directors’ explanation on page 30 as to how they have
assessed the prospects of the Group, over what period
they have done so and why they consider that period to be
appropriate, and their statement as to whether they have
a reasonable expectation that the Group will be able to
continue in operation and meet its liabilities as they fall due
over the period of their assessment, including any related
disclosures drawing attention to any necessary qualifications
or assumptions.
We agreed with the Directors’ adoption of the going concern
basis of accounting and we did not identify any such material
uncertainties. However, because not all future events or
conditions can be predicted, this statement is not a guarantee
as to the group’s ability to continue as a going concern.
Independence
We are required to comply with the Financial Reporting Council’s
Ethical Standards for Auditors and we confirm that we are
independent of the Group and we have fulfilled our other ethical
responsibilities in accordance with those standards. We also
confirm we have not provided any of the prohibited non-audit
services referred to in those standards.
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below
are those that had the greatest effect on our audit strategy, the
allocation of resources in the audit and directing the efforts of
the engagement team.
For each of these risks we assessed whether the key controls,
which are in place to prevent material misstatements in the
financial statements, were designed appropriately. In addition,
we assessed that the implementation of these controls was, in
practice, effective in preventing such material misstatements.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon and we do not provide a separate opinion
on these matters.
Last year our report included one other risk which is not included
this year: appropriateness of trade receivables provisioning.
This risk was no longer one of the areas which had the greatest
impact on our audit strategy. The majority of the Group’s
receivables are current and the level of bad debt write-offs has
fallen on the prior year. The amount of overdue debt as a
percentage of gross debtors has also fallen on the prior year.
The policy applied in calculating the receivable provision
remained consistent.
The description of the below risks should be read in conjunction
with the significant issues considered by the Audit Committee
discussed on page 45.
Diploma PLC Annual Report & Accounts 2016 95
Risk
Recoverability of goodwill and assessment for impairment
Refer also to page 43 (Audit Committee Report), page 87 for
the Group Accounting Policies and note 10 of the consolidated
financial statements (page 72).
As at the year end the Group held an aggregate of £115.2m of
goodwill (2015: £89.3m) on the Statement of Financial Position
and, as such, it is the most significant asset class. This goodwill
has been recognised in respect of acquisitions that the Group
has undertaken in the current and prior years.
We consider that the carrying value of goodwill is a key area
due to the judgemental inputs involved in the assessment
for impairment. There are a number of such inputs used
when assessing for impairment including projected cash
flows, determination of the discount rate, the allocation of
cash-generating units, long term growth rates and the
sensitivities applied.
Accounting for acquisitions
Refer also to page 43 (Audit Committee Report), page 87 for
the Group Accounting Policies and note 22 of the consolidated
financial statements (page 80).
The Group has made two material acquisitions in the year in
WCIS and Cablecraft Limited. The total combined consideration
transferred for these acquisitions was £29.7m and an additional
£18.2m of goodwill and £11.7m of intangibles was recognised. The
judgements used in determining the value of the goodwill and
intangibles and the allocation between these asset classes could,
if performed inaccurately, lead to a material misstatement.
Inaccuracy in this judgement could be caused in the
following areas:
• There is significant judgement and complexity involved in
the allocation of excess consideration over net assets of
the acquiree between intangible assets and goodwill. This
includes estimates for perpetuity growth rates, discount
rates and customer retention rates.
• Management must exercise judgement to accurately
measure the fair value of the acquired assets and liabilities as
at the acquisition date. This includes, for example, assessing
the amounts required for any additional inventory or
receivables provisions.
How the scope of our audit responded to the risk
We have obtained management’s goodwill impairment review
calculations and assessed the mechanical accuracy of the
model. Furthermore, we challenged the assumptions and
inputs used in the impairment model including the cash flow
projections, discount rates, cash-generating unit allocation, long
term growth rates and the sensitivities applied and disclosed.
Our procedures included reviewing forecast cash flows with
reference to historical trading performance and the Board-
approved budget, and consulting with our valuation specialists
who benchmarked assumptions such as the discount rate to
external macroeconomic and market data.
We challenged management’s allocation of cash-generating
units by confirming that it was consistent with prior years,
assessing whether they still represented the smallest group of
assets that generated independent cash flows, and confirmed
that the allocation is consistent with how financial information
is reported within the business.
The long term growth rate used in the cash flow projections was
assessed to check that it did not exceed the average long term
growth rate in any territories in which the Group operates.
Having ascertained the extent of change in those assumptions
that either individually or collectively would be required for the
assets to be impaired by reperforming sensitivity analysis on
the key assumptions, we considered the likelihood of such a
movement in those assumptions arising and the adequacy of
the disclosures within the financial statements.
We have obtained management’s calculations for the accounting
of each acquisition and performed the following procedures:
• We checked the mathematical accuracy of each
acquisition model.
• We assessed the adjustments to assets and liabilities in order
to bring them to fair value and have held discussions with
management in order to challenge the completeness of
these adjustments.
In order to assess the accuracy of the acquired intangible assets
valuation, we have reviewed the methodology applied in
management’s calculation and challenged the assumptions
behind the calculation including the perpetuity growth rates,
discount rates, and customer retention rates. We have
involved our own internal specialists to assist in our assessment
and compare the methodology and inputs to standard
industry practice.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 96
Independent Auditor’s Report to the Members of
Diploma PLC continued
Risk
How the scope of our audit responded to the risk
Appropriateness of inventory obsolescence provisioning
Refer also to page 43 (Audit Committee Report), page 87 for the
Group Accounting Policies and note 15 of the consolidated
financial statements (page 75).
The valuation of inventory as at 30 September 2016 is £66.8m
(2015: £56.6m), recorded net of provisions of £7.8m (2015:
£5.9m). High levels of inventory are held across the Group, which
gives rise to a greater risk of there being slow moving or
obsolete lines of inventory. Therefore, we have determined that
there is a key risk that inventory is recorded in excess of its net
realisable value due to insufficient obsolescence provisions.
Management judgement is required in determining the
completeness of inventory provisions and making an
assessment of their adequacy, considering the age and volumes
of inventory relative to expected usage.
Changes to these assumptions could result in a material change
in the carrying value of inventory and the associated
movements recorded in the income statement.
Our application of materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced. We use materiality both in planning the
scope of our audit work and in evaluating the results of our
work. We determined materiality for the Group to be £2.7m
(2015: £2.7m), which is approximately 5% of profit before tax
(2015: 5%).
Profit before tax has been chosen for the basis for materiality
as this is the measure by which stakeholders and the market
assess the wider performance of the entity and is the key metric
that current and potential investors monitor when making their
financial decisions.
Audit of all components are performed at a materiality level
not exceeding 50% of Group materiality in both 2016 and 2015.
We agreed with the Audit Committee that we would report
to the Committee all audit differences in excess of £130,000
(2015: £53,000), as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds. Having
assessed the facts and circumstances of the Group and the
prior history of misstatements, we determined that an increase
in this threshold from the prior year was appropriate. We also
report to the Audit Committee on disclosure matters that we
identified when assessing the overall presentation of the
financial statements.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of
the Group and its environment, including Group-wide controls,
and assessing the risks of material misstatement at the Group
level and where these are most likely to occur in the business.
Based on that assessment, we focused our Group audit scope
primarily on the audit work at 12 (2015: 11) locations, with the
increase from the prior year due to the acquisition of Cablecraft
Limited. Each of these 12 locations was subject to a full scope
audit. An additional eight (2015: eight) locations were subject to
specified audit procedures which address each of the significant
balances and key audit risks within these entities. Together the
work at these locations represents the principal business units
of the Group and accounts for 75% (2015: 75%) of the Group’s
revenues and 80% (2015: 80%) of the Group’s operating profit.
We evaluated the recorded inventory obsolescence provision
by obtaining management’s workings and independently
recalculating the provision in line with their stated policy.
We challenged the underlying assumptions and completeness of
the provision by considering the age and volumes of inventory
relative to expected usage. Any aged inventory lines which were
excluded from management’s calculation were also challenged
in order to further verify completeness of the provision.
Management’s historical ability to estimate the required
inventory obsolescence provision was assessed by comparing
write-offs during the period to the prior period provision.
Furthermore, we compared the actual sales value of a sample of
inventory items to their book value to ascertain that the carrying
value of inventories does not exceed their net realisable value.
The Group audit team has designed and implemented a country
visit programme so that the Senior Statutory Auditor or another
senior member of the Group audit team visits the component
locations to hold discussions with the lead partner, review their
working papers, conclude on any findings and attend close out
meetings with local management. Each year this programme of
visits includes the three most significant territories (being the
US, Canada and UK).
Where no visits are carried out the Senior Statutory Auditor or
another senior member of the team has held discussions with
the lead partner and attended close out meetings by phone.
At the parent entity level we also tested the consolidation process
and carried out analytical procedures to confirm our conclusion
that there were no significant risks of material misstatement
in the aggregated financial information of the remaining
components not subject to audit or specified audit procedures.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion:
• the part of the Remuneration Committee Report to be
audited has been properly prepared in accordance with the
Companies Act 2006; and
• the information given in the Strategic Report and the
Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial
statements.
Matters on which we are required to report by exception
Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
• we have not received all the information and explanations
we require for our audit; or
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
Diploma PLC Annual Report & Accounts 2016 Scope of the audit of the financial statements
An audit involves obtaining evidence about the amounts
and disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or error.
This includes an assessment of: whether the accounting
policies are appropriate to the Group’s and the Parent
Company’s circumstances and have been consistently applied
and adequately disclosed; the reasonableness of significant
accounting estimates made by the Directors; and the overall
presentation of the financial statements. In addition, we read all
the financial and non-financial information in the Annual Report
to identify material inconsistencies with the audited financial
statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with,
the knowledge acquired by us in the course of performing
the audit. If we become aware of any apparent material
misstatements or inconsistencies we consider the implications
for our report.
Edward Hanson (Senior Statutory Auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London
United Kingdom
21 November 2016
97
Directors’ remuneration
Under the Companies Act 2006 we are also required to report
if in our opinion certain disclosures of Directors’ remuneration
have not been made or the part of the Remuneration
Committee Report to be audited is not in agreement with the
accounting records and returns. We have nothing to report
arising from these matters.
Corporate Governance Statement
Under the Listing Rules we are also required to review part of
the Corporate Governance Statement relating to the Company’s
compliance with certain provisions of the UK Corporate
Governance Code. We have nothing to report arising from
our review.
Our duty to read other information in the Annual Report
Under International Standards on Auditing (UK and Ireland),
we are required to report to you if, in our opinion, information
in the Annual Report is:
• materially inconsistent with the information in the audited
financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group acquired
in the course of performing our audit; or
• otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge acquired
during the audit and the Directors’ statement that they consider
the Annual Report is fair, balanced and understandable and
whether the Annual Report appropriately discloses those matters
that we communicated to the Audit Committee which we
consider should have been disclosed. We confirm that we have
not identified any such inconsistencies or misleading statements.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ Responsibilities
Statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express
an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and
Ireland). We also comply with International Standard on Quality
Control 1 (UK and Ireland). Our audit methodology and tools
aim to ensure that our quality control procedures are effective,
understood and applied. Our quality controls and systems
include our dedicated professional standards review team
and independent partner reviews.
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we might
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose.
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and
the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 98
Subsidiaries of Diploma PLC
Life Sciences
Somagen Diagnostics Inc.
AMT Surgical Inc.
Vantage Endoscopy Inc.
Big Green Surgical Company Pty
Limited
Diagnostic Solutions Pty Limited
Diploma Healthcare Group NZ
Limited
Techno-Path (Distribution) Limited
A1-CBISS Limited
a1-envirosciences GmbH
a1-Envirosciences Limited1
Hitek Limited1
Hitek Group Limited1
Seals
HB Sealing Products Inc.
J Royal US, Inc.
HKX Inc.
All Seals Inc.
RTD Seals Corp
HB Sealing Products Limited
M Seals A/S
M Seals AB
M Seals NCL Limited
Diploma (Tianjin) Trading Co.
Limited
FPE Seals Limited
A.B. Seals Limited1
Swan Seals (Aberdeen) Limited
FPE Seals BV
Kentek Oy
ZAO Kentek
Kentek Eesti Ou
SIA Kentek Latvija
UAB Kentek Lietuva
Rutin AG
Kubo Tech AG
Kubo Form AG
Kubo Tech GmbH
Kubo Immo AG
Johannsen AG
West Coast Industrial Supplies Pty
Limited
Group
percentage
of equity
capital
Country of
incorporation or
registration
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
90%
100%
100%
100%
100%
100%
100%
90%
90%
90%
90%
90%
100%
100%
100%
100%
100%
100%
100%
Canada
Canada
Canada
Australia
Australia
New Zealand
Ireland
England
Germany
England
England
England
USA
USA
USA
USA
USA
Canada
Denmark
Sweden
England
China
England
England
Scotland
Netherlands
Finland
Russia
Estonia
Latvia
Lithuania
Switzerland
Switzerland
Switzerland
Austria
Switzerland
Switzerland
Australia
West Coast Industrial Supplies New
100% New Caledonia
Caledonia SAS
Controls
IS Rayfast Limited
IS Motorsport Inc.
Amfast Limited1
Specialty Fasteners Limited
Clarendon Engineering Supplies
Limited1
Group
percentage
of equity
capital
Country of
incorporation or
registration
100%
100%
100%
100%
100%
England
USA
England
England
England
Cabletec Interconnect Component
100%
England
Systems Limited1
Sommer GmbH
Filcon Electronic GmbH
Ascome SARL
Cablecraft Limited
Birch Valley Plastics Limited3
Krempfast Limited3
Betaduct Limited1
Hawco Limited
Abbeychart Limited1
HA Wainwright Limited1
Microtherm Limited1
Hawco Refrigeration Limited1
Microtherm UK Limited1
IS Group (Europe) Limited1
Clarendon Specialty Fasteners
Limited1
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Germany
Germany
France
England
England
England
England
England
England
England
England
England
England
England
England
Specialty Fasteners & Components
100%
England
Limited1
Interconnect Components Services
100%
England
Group Limited1
Cabletec Flexibles Limited1
100%
England
Intermediate holding companies
Diploma Holdings PLC
Diploma Holdings Inc.
Pride Limited
Diploma Australia Holdings Limited
Diploma Canada Holdings Limited
Diploma Overseas Limited
Napier Group Limited
Williamson Cliff Limited
Newlandglebe Limited
Diploma Germany Holding GmbH
Diploma Canada Healthcare Inc
Diploma Australia Healthcare Pty
Limited
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
England
USA
England
England
England
England
England
England
England
Germany
Canada
Australia
Diploma Australia Seals Pty Limited
100%
Australia
1 Dormant company.
2 All companies incorporated in the United Kingdom listed above have
their registered office at 12 Charterhouse Square, London EC1M 6AX.
3 These subsidiaries, both of which are incorporated in England, are
exempt from the requirements of the UK Companies Act 2006 relating
to the audit of individual accounts by virtue of section 479A of the Act.
Diploma PLC Annual Report & Accounts 2016 99
Financial Calendar, Shareholder Information
and Advisors
Advisors
Investment Bankers
Lazard
50 Stratton Street
London W1J 8LL
Corporate Stockbrokers
Numis Securities
10 Paternoster Square
London EC4M 7LT
Solicitors
Ashurst LLP
Broadwalk House
5 Appold Street
London EC2A 2HA
Auditor
Deloitte LLP
2 New Street Square
London EC4A 3BZ
Bankers
Barclays Bank PLC
1 Churchill Place
London E14 5HP
HSBC Bank plc
City Corporate Banking Centre
60 Queen Victoria Street
London EC4N 4TR
Announcements (provisional dates)
First Quarter Statement released
Annual General Meeting (2016)
Half Year Results announced
Third Quarter Statement released
18 January 2017
18 January 2017
15 May 2017
30 August 2017
Preliminary Results announced
Annual Report posted to shareholders
Annual General Meeting (2017)
20 November 2017
8 December 2017
17 January 2018
Dividends (provisional dates)
Interim announced
Paid
Final announced
Paid (if approved)
15 May 2017
14 June 2017
20 November 2017
24 January 2018
Annual Report & Accounts
Copies can be obtained from the Group Company Secretary
at the address shown below.
Share Registrar – Computershare Investor Services PLC
The Company’s Registrar is Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ.
Telephone: 0870 7020010. Its website for shareholder enquiries
is www.computershare.co.uk.
Shareholders’ enquiries
If you have any enquiry about the Company’s business or about
something affecting you as a shareholder (other than questions
dealt with by Computershare Investor Services PLC) you are
invited to contact the Group Company Secretary at the address
shown below.
Group Company Secretary and Registered Office
AJ Gallagher FCIS, Solicitor, 12 Charterhouse Square, London
EC1M 6AX. Telephone: 020 7549 5700. Fax: 020 7549 5715.
Registered in England and Wales, number 3899848.
Website
Diploma’s website is www.diplomaplc.com.
Diploma PLC Annual Report & Accounts 2016Strategic ReportGovernanceFinancial StatementsFor more information, please visit: www.diplomaplc.com/investor-relations.aspx 100
Five Year Record
Year ended 30 September
Revenue
Adjusted operating profit
Finance expense
Adjusted profit before tax
Acquisition related charges
Gain on disposal of assets
Fair value remeasurements
Profit before tax
Tax expense
Profit for the year
Capital structure
Equity shareholders’ funds
Minority interest
Add/(deduct): cash and cash equivalents
borrowings
retirement benefit obligations
acquisition liabilities
deferred tax, net
Reported trading capital employed
Add: historic goodwill and acquisition related charges, net of deferred tax
Adjusted trading capital employed
Net increase/(decrease) in net funds
Add: dividends paid
acquisition of businesses
Free cash flow
Per ordinary share (pence)
Basic earnings
Adjusted earnings
Dividends
Total shareholders’ equity
Dividend cover
Ratios
Return on adjusted trading capital employed (“ROATCE”)
Working capital: revenue
Operating margin
2016
£m
2015
£m
2014
£m
2013
£m
2012
£m
382.6
333.8
305.8
285.5
260.2
65.7
(0.8)
64.9
(10.3)
0.7
(1.3)
54.0
(14.9)
39.1
233.5
4.3
(20.6)
10.0
17.2
6.8
7.4
258.6
59.2
317.8
4.9
21.4
32.7
59.0
33.9
41.9
20.0
206
2.1
%
21.1
16.6
17.2
60.3
(0.7)
59.6
(7.4)
–
(0.4)
51.8
(14.4)
37.4
189.6
5.2
(23.0)
20.0
9.8
6.6
5.9
214.1
53.6
267.7
(17.4)
19.9
37.8
40.3
32.5
38.2
18.2
167
2.1
%
23.9
17.0
18.1
56.7
(0.5)
56.2
(6.4)
–
–
49.8
(13.7)
36.1
184.4
2.9
(21.3)
–
4.3
4.0
3.3
177.6
49.6
227.2
2.9
18.4
16.5
37.8
31.4
36.1
17.0
163
2.1
%
25.8
17.2
18.5
54.3
–
54.3
(5.6)
–
(0.2)
48.5
(13.7)
34.8
176.9
1.4
(19.3)
–
4.7
3.0
1.7
168.4
43.1
211.5
11.8
17.6
2.2
31.6
30.7
34.8
15.7
156
2.2
%
25.8
16.7
19.0
52.8
(0.2)
52.6
(6.4)
–
(0.2)
46.0
(14.4)
31.6
165.8
1.4
(11.4)
3.5
5.4
3.8
1.6
170.1
37.4
207.5
(3.9)
14.3
22.3
32.7
27.9
33.1
14.4
146
2.3
%
26.6
16.5
20.3
Notes
1 Acquisition related charges comprise the amortisation and impairment of acquisition intangible assets, acquisitions expenses and adjustments to
deferred consideration.
2 Acquisition liabilities comprise amounts payable for the future purchases of minority interests and deferred consideration.
3 ROATCE represents adjusted operating profit, before acquisition related charges, as a percentage of adjusted trading capital employed (adjusted for the
effect of the timing of major acquisitions and disposals). Trading capital employed and adjusted trading capital employed are calculated as defined in
note 2 to the consolidated financial statements.
4 Adjusted earnings per share is calculated in accordance with note 9 to the consolidated financial statements.
5 Total shareholders’ equity per share has been calculated by dividing equity shareholders’ funds by the number of ordinary shares in issue at the year end.
6 Dividend cover is calculated on adjusted earnings as defined in note 2 to the consolidated financial statements.
Diploma PLC Annual Report & Accounts 2016
DIPLOMA PLC
12 Charterhouse Square
London EC1M 6AX
T +44 (0)20 7549 5700
F +44 (0)20 7549 5715
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