Annual Report & Accounts 2024
xx
xx
xx
XX
Strategic Report
1
Financial and Non-Financial Highlights
2
Our Business Model
4
Group at a Glance
6
Chair’s Statement
8
Group Chief Executive Officer’s Statement
9
Delivery of Group Strategy
9
Market Overview
11
Outlook
12
Sustainability
14
Environment
18
Our Technology and Product Development
on the Path to Net Zero
20
TCFD
26
Social
31
Governance
32
Investment Case
34
Our strategic priorities
36
Technology
36
Our Technology Themes
38
Underlying Technologies
40
Stakeholder Engagement
46
Section 172 Statement
48
Key Performance Indicators
50
Risks and Uncertainties
60
Divisional Review – Aerospace
62
Divisional Review – Flexonics
64
Financial Review
68
Viability Statement
69
Non-Financial and Sustainability
Information Statement
Governance
72
Chair’s Governance Letter
73
Board at a Glance
74
Board of Directors
77
Executive Committee
78
Board Leadership and Company Purpose
82
Division of Responsibilities
84
Composition, Succession and Evaluation
85
Nominations Committee Report
89
Report of the Directors
90
Audit Committee Report
96
Remuneration Committee Report
96
Chair’s Annual Statement
98
2024 Remuneration Report at a Glance
99
Remuneration Report: Policy
102
Annual Report on Remuneration
110
Statement of Directors’ Responsibilities
111
Independent Auditor’s Report to the
Members of Senior plc
Financial Statements
120
Consolidated Income Statement
121
Consolidated Statement
of Comprehensive Income
122
Consolidated Balance Sheet
123
Consolidated Statement of Changes
in Equity
124
Consolidated Cash Flow Statement
125
Notes to the Consolidated Financial
Statements
166
Company Balance Sheet
167
Company Statement of Changes in Equity
168
Notes to the Company Financial Statements
174
Five-year Summary
Additional Information
175
Group Undertakings
177
Additional Shareholder Information
178
Officers and Advisers
Our purpose
We help engineer the transition to a sustainable world
for the benefit of all our stakeholders.
We do this by:
Technology expertise
Using our technology expertise in fluid conveyance and thermal
management to provide safe and innovative products for
demanding applications in some of the most hostile environments.
Customer transition
Enabling our customers, who operate in some of the
hardest-to-decarbonise sectors, to transition to low-carbon
and clean energy solutions.
Climate action
Staying at the forefront of climate disclosure and action by
ensuring our own operations achieve our Net Zero commitments.
WE ARE SENIOR
We are an international, market-leading,
engineering solutions provider with
26 operating businesses in 12 countries.
Senior’s expertise in fluid conveyance
and thermal management provides safe
and innovative products for demanding
applications in some of the most
challenging environments.
STRATEGIC
REPORT
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
Financial highlights
Revenue
+1%
£977.1m
2023 – £963.5m
Adjusted operating margin(1)
nil bps
4.8%
2023 – 4.8%
Adjusted profit before tax(2)
-14%
£33.0m
2023 – £38.3m
Profit before tax
+22%
£27.8m
2023 – £22.8m
Adjusted earnings per share(3)
-30%
7.17p
2023 – 10.28p
Basic earnings per share
-17%
6.25p
2023 – 7.52p
Return on capital employed(4)
-30 bps
6.8%
2023 – 7.1%
Dividend per share
+4%
2.40p
2023 – 2.30p
Free cash flow(5)
+12%
£17.3m
2023 – £15.5m
Net debt(5) £26m increase
£229.6m
2023 – £203.8m
Non-financial highlights
CDP
(climate disclosure project)
A
2023 – A Leadership rating “Implementing best practices”
Total Scope 1 and 2 Carbon Dioxide Emissions
(tonnes CO2 equivalent emitted)
38,238 tonnes
2023 – 40,491 tonnes (Scope 1, Scope 2 – market based)
Lost time injury rate
(per 100 employees)
0.19
2023 – 0.32
Waste recycled
91.1%
2023 – 95.1%
Ethics
(percentage of employees who completed
Annual Code of Conduct Training)
96.2%
2023 – 95%
Women in leadership – Board of Directors
56%
2023 – 57%
Women in leadership – Executive Committee
38%
2023 – 38%
Adjusted operating profit and adjusted profit before tax are
stated before £1.6m amortisation of intangible assets from
acquisitions (2023 – £2.2m), £3.5m site relocation costs
(2023 – £0.1m), £1.1m US class action lawsuit (2023– £nil)
and £nil net restructuring costs (2023 – £5.6m). Adjusted
profit before tax is also stated before net income associated
with corporate undertakings of £1.0m (2023 – £7.6m costs).
A reconciliation of adjusted operating profit to operating profit
is shown in Note 9. In 2023, adjusted earnings per share
includes the benefit of a release of £10.5m of provision for
uncertain tax positions, of which £3.5m relates to interest
(see Note 10 for further details).
EBITDA is adjusted profit before tax and before interest,
depreciation, amortisation and profit or loss on sale of
property, plant and equipment. It also excludes EBITDA
from businesses which have been disposed and includes
12 months EBITDA for businesses acquired and it is based
on frozen GAAP (pre-IFRS 16). This measure is used for the
purpose of assessing covenant compliance and is reported
to the Group Executive Committee.
(1) Adjusted operating margin is the ratio of adjusted
operating profit to revenue.
(2) A reconciliation of adjusted profit before tax to profit
before tax is shown in Note 9.
(3) A reconciliation of adjusted earnings per share
to basic earnings per share is shown in Note 12.
(4) See page 49 for the derivation of return
on capital employed.
(5) See Notes 31b and 31c for the derivation
of free cash flow and of net debt respectively.
The US Dollar exchange rate applied in the translation of
revenue, profit and cash flow items at average rates for
2024 was $1.28 (2023 – $1.24). The US Dollar exchange
rate applied to the balance sheet at 31 December 2024
was $1.25 (31 December 2023 – $1.27).
Cautionary statement
The Annual Report & Accounts 2024 contains certain
forward-looking statements. Such statements are made
by the Directors in good faith based on the information
available to them at the date of this Report and they should
be treated with caution due to the inherent uncertainties
underlying any such forward-looking statements.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
1
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our core Values
‘The Senior Way’
Safety
We operate
safely, protecting
people and the
environment.
Integrity
We operate with
integrity and in an
ethical manner.
Customer focus
We put the
customer at the
heart of everything
we do.
Respect and trust
We work together
with mutual respect
and trust.
Accountability
We do what
we say.
Excellence
We continually
strive to do better
in every aspect of
our business.
Our Vision
We are a trusted and collaborative high value-added engineering,
manufacturing and technology company; our aim is to deliver sustainable
growth in operating profit, cash flow and shareholder value.
OUR BUSINESS MODEL
Our Purpose
We help engineer the
transition to a sustainable
world for the benefit of all our
stakeholders. We do this by:
Technology expertise
Using our technology expertise in fluid
conveyance and thermal management to
provide safe and innovative products for
demanding applications in some of the
most hostile environments.
Customer transition
Enabling our customers, who operate
in some of the hardest-to-decarbonise
sectors, to transition to low-carbon
and clean energy solutions.
Climate action
Staying at the forefront of climate disclosure
and action by ensuring our own operations
achieve our Net Zero commitments.
Read more about our strategic priorities
on pages 34 and 35
How we do it
Our strategic priorities
Autonomous and collaborative business model
Senior’s Business Model is one of empowering and
holding accountable our operating businesses, operating
within a clearly defined control framework. Business
plans are developed in line with the overall Group
strategy. Increasing collaboration amongst operating
businesses in the Group is a priority in order to address
our customers’ needs whilst maintaining an autonomous
business structure. Business leaders throughout Senior
are actively embracing collaboration activities.
Focus on growth
Senior operates in end markets with
structural long-term growth drivers. We aim
to consistently outgrow our end markets by:
• growing market share, particularly
with key customers;
• focusing on technology
and product innovation;
• geographical expansion; and
• exploiting adjacent opportunities
organically and through acquisition.
High performance model
Senior strives for excellence through a high-performance
operating model, drawing on the many world-class
practices from across the Group. The key elements include:
• the Senior Operating System: (SOS): an operational
toolkit incorporating best practice processes such as
lean and continuous improvement techniques, supplier
management, new product introduction, 5/6S
methodology, factory visual management systems,
and risk and financial management;
• a comprehensive business review process utilising a
balanced scorecard incorporating KPIs with a focus on
performance, growth, operational excellence and talent
development; and
• clear processes for developing strategy, ensuring
top-down and bottom-up alignment, considering
inorganic investments and managing M&A transactions.
Competitive cost country strategy
Senior has a global footprint to ensure we
stay competitive at a capability and cost
level. In addition to our North American
and European footprint, we have facilities
in Thailand, Malaysia, China, India, Mexico,
South Africa and the Czech Republic which
help to ensure we meet our customers’
cost and price challenges whilst enhancing
returns on investment.
Considered and effective capital deployment
Senior understands the importance of considered and
effective capital deployment in the interest of maximising
the creation of shareholder value. All significant
investments undertaken by Senior are assessed using
a rigorous investment appraisal process and are
supported by a business case.
Talent development
Senior has a highly skilled workforce,
experienced entrepreneurial business
leaders and functional experts. We aim
to attract and develop talent, supporting
employees with online tools to enable
personal and skills development as well as
comprehensive technical and operational
training. The Group has a strong focus on
diversity and inclusion across the business
including on our Board and Executive team.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
2
STRATEGIC
REPORT
Our culture
Our Values set out the principles and
standards of behaviour that drive our culture.
The safety and wellbeing of our employees
is a priority in everything that we do. In our
autonomous and collaborative Business
Model, our operational business leaders are
empowered and accountable, and set the
tone for their operations.
The principles of openness and transparency
are strongly encouraged and are evident
across all our businesses.
What we do
Senior designs and manufactures highly engineered, technology-rich
components and systems for principal original equipment
manufacturers in the worldwide aerospace & defence, land vehicle
and power & energy markets.
Our Business Model is straightforward in terms of revenue
recognition, with no exposure to long‑term contract accounting.
The Group has a
global footprint with
26
operating businesses,
located in
12
countries servicing
blue-chip customers.
Read more on
pages 4 to 5
Our strengths/differentiators
Innovation
• Experts in fluid conveyance and thermal management.
• Focusing on technology product and process innovation to better serve
our customers and deliver enhanced shareholder value.
People and culture
• Integrity and high ethical standards.
• Safety first culture embedded across the whole organisation.
• Empowerment of local leadership, within a robust control framework.
• Ongoing investment in personal and professional development at all levels
throughout the business.
Financial
• Financial strength supporting investment, innovation and customer
confidence.
• Rigorous business review process delivers benefits for shareholders.
Global footprint
• 26 operating businesses in 12 countries serving a number of markets.
• An integrated global footprint providing customers with market proximity
and cost competitiveness.
Organisation
• A culture of autonomous collaboration.
• Active sharing of best practices.
• Complementary capabilities.
• Leverage common customer and supplier relationships.
• Strong Divisions provide additional focus on growth, performance
and governance.
Read more about our people on page 28 and about
innovation and technology on pages 36 to 39
Creating value for our stakeholders
Our employees
Ensuring Senior is a great place to work with inspiring
operational leadership and a highly motivated workforce.
Our customers
Continuously delivering competitive products
and solutions to customers with outstanding quality
and delivery performance.
Our suppliers
Developing reliable, ethical and sustainable
supply chains ensuring we can meet our
customers’ requirements.
Our shareholders
Generating shareholder value through sustainable
growth in operating profit and cash flow.
Our communities
Actively participating and helping to improve the
quality of life in our local communities. Minimising
our environmental impact through peer-leading
sustainability programmes.
Our environment
Caring for our planet by reducing greenhouse gas
emissions, using less water and recycling our waste.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
3
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our people worldwide
GROUP AT A GLANCE
North America
41%
UK and Europe
36%
Asia
20%
Africa
3%
Worldwide
operating
businesses
26
Countries
12
Read more about our people and culture on page 28
David Squires | Group Chief Executive Officer
“Our core Values underpin our culture with
Safety and Integrity first amongst equals.”
Read more about our Values on page 2
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
4
STRATEGIC
REPORT
AEROSPACE
Senior Aerospace provides high technology products
and systems for demanding applications in aerospace
& defence and adjacent markets.
Our product portfolio spans a wide range of fluid
conveyance, and thermal management components
and sub-systems, as well as complex structural parts
and assemblies, for fixed-wing and rotary aircraft,
aero-engines, spacecraft and a variety of other
industrial applications.
With a global footprint, Senior Aerospace develops
and manufactures proprietary designed, and some
highly engineered build-to-print products, for customers
around the world, that meet today’s challenges,
and is actively engaged in developing products
and capabilities for a low-carbon sustainable future.
Read more about Aerospace on page 60
Fluid conveyance systems
Design and manufacture:
• High-pressure ducting systems (metal)
• Low-pressure ducting systems (composite)
• Control bellows, sensors and assemblies
• Thermal insulations (soft & metallic)
• Aerospace Standard parts:
• Hydraulic fittings and couplings
• Flanges
• Clamps
Gas turbine engines and interiors parts
• Engine build-up (EBU) ducting and control products
• Interiors Passenger Service Units (PSUs)
Read more on pages 36 to 39
68%
(2023 – 64%)
Civil Aerospace
46%
Defence
13%
Adjacent Markets
9%
FLEXONICS
Senior Flexonics provides high technology products
and systems for demanding applications in land vehicle,
power & energy and adjacent markets.
Our product portfolio spans a wide range of fluid
conveyance and thermal management components /
sub-systems, as well as complex precision-machined
parts, for conventional and advanced land vehicle
propulsion systems, petrochemical, renewable energy
and a variety of other industrial applications.
With a global footprint, Senior Flexonics is focused
on the development and manufacture of proprietary
designed and some highly engineered build-to-print
products, all of which help customers around the world,
that meet today’s challenges, and is actively engaged
in developing and supplying products and capabilities
for a low-carbon sustainable future.
Read more about Flexonics on page 62
Land vehicle emission control and thermal control
• Exhaust gas recirculation coolers
• Battery cooling technology
• Fuel mixing and distribution systems
• Flexible couplings
• Control bellows
Industrial process control
Design and manufacture:
• Engineered expansion joints, dampers and diverters
• Flexible hose assemblies and control bellows
• Heat exchangers for fuel cell manufacturers
• Precision-machined fluid conveyance components
Read more on pages 36 to 39
32%
(2023 – 36%)
Land vehicle
19%
Power & energy
13%
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
5
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Overview
2024 further demonstrated Senior’s resilience,
once again having to navigate through choppy
waters given external events. As a consequence
of the well-documented situation at Boeing,
impacting production volumes, we had to revise
expectations to the market. The team delivered
trading in line with revised market expectations
and a strong cash performance. They responded
by dynamically, supporting our customers and
controlling our costs, to limit the impact on
Aerospace profitability in 2024. Our robust
strategy and product offerings in attractive
end markets, combined with the focused and
disciplined operational and pricing management,
enabled us to emerge strong overall.
Our core markets developed largely as expected
throughout the year. Boeing sales were
impacted by 737 MAX volumes being subdued
following the Alaska Airlines incident in January
and from their employee strike from September
to November leading to a shutdown of 737
MAX, 767 and 777 production.
Timely actions were taken to minimise cost and
balance sheet exposure. Senior focused on
operational efficiency during the year and
maintained diligence on pricing and making sure
commercial terms were reflective of current day
pricing. Due to specific actions implemented
both by us and our suppliers, Senior’s supply
chain has become more stable. A few hotspots
remain, and we are continuing to work with our
customers and suppliers to resolve these. We
are also closely monitoring the impact on global
trade from potential tariff changes.
The operating businesses as a result delivered
improved profitability during the period.
The Group’s revenue growth was 4% on
a constant currency basis and a healthy
book-to-bill of 1.12 underpins future growth.
A massive thank you to David, Bindi and all
of our teams for the 2024 results.
Strategy
Senior is committed to a sale of our
Aerostructures business and is making good
progress with this process. This is in line with
our strategy to position Senior as the market
leading pure play fluid conveyance and thermal
management business.
The Group has a solid foundation to support
future growth aspirations. We have well
equipped businesses and are supported by
extensive design and manufacturing process
intellectual property and know-how. Our offering
is pivotal technologies for emissions reduction
and environmental efficiency; capabilities that
continue to be highly relevant as the world
transitions towards a lower carbon economy.
With continued R&D investment in these
technologies and by leveraging our engineering
capabilities, we will ensure that we provide
solutions over the long term for our customers.
A good example is the standards-compliant
parts strategy which taps into the high-growth,
high-pressure hydraulic fluid fittings space
enabled by our 2022 acquisition, Spencer
Aerospace. The collaboration between Spencer
and Senior Aerospace in France continues to
progress well with innovative new products
being designed for Commercial Aerospace.
In order to showcase our fluid conveyance
and thermal management capabilities, the
Company in June hosted an investor site visit
to our Senior Aerospace France businesses
(Ermeto and Calorstat). This engagement
enabled us to demonstrate how such products
will shape the growth of our business over the
short and medium term.
As a well-capitalised and intrinsically cash
generative Group, our operating businesses
have existing capacity to benefit from our
attractive end markets. Complementing this is
the Group’s strong financial position and robust
balance sheet, further enhanced by the issuance
of a $40m private placement in February 2025.
The Board actively reviews the Group’s portfolio,
ensuring a considered and effective capital
deployment to maximise shareholder value
creation. As the Group advances in its strategy,
growing Senior’s high-quality fluid conveyance
and thermal management businesses becomes
the focus. Underpinning this will be investments
supported by a business case and assessed
using a rigorous investment appraisal process.
The Board is confident in the Group’s strategy
and that it will deliver enhanced value for
all our stakeholders.
CHAIR’S STATEMENT
Strategic progress sustained; the journey advances
Ian King | Chair
“We are delivering on our strategy and remain confident in
maximising value for shareholders over the medium term.”
Business model & Strategic priorities
We aim to create value for all our stakeholders
through our Business Model. The creation of this
value is driven by our six strategic priorities.
Pages 2 and 3 and pages 34 and 35
for further details.
Investment case
Senior’s strategy and positioning in attractive
and structurally resilient core markets; technical
capabilities and sustainability credentials; underpins
our commitment to continue to deliver a strong
performance, which in turn will deliver enhanced
value for our shareholders.
For more information on investment case read
pages 32 to 33.
6
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
STRATEGIC
REPORT
Our performance and dividend
In 2024, the Board and the Executive team
continued to make good strategic, operational,
and financial progress. Senior delivered trading
in line with revised expectations, a strong cash
performance, and grew the order book.
Group revenue increased 4% (on a constant
currency basis) to £977.1m. Our adjusted
operating profit increased to £46.5m which
resulted in the Group’s adjusted operating
margin increasing by 10 basis points (on a
constant currency basis), to 4.8%.
The Group has a healthy balance sheet and
period-end net debt to EBITDA of 1.8x, after
taking into account a £15.0m payment for
dividends and net purchase of shares, and
£10.7m contingent consideration for the
acquisition of Spencer Aerospace following its
strong growth post-acquisition.
The Board has confidence in the Group’s
performance, financial position and future
prospects, and is proposing a final dividend
of 1.65 pence per share. This would bring total
dividends, paid and proposed for 2024 to 2.40
pence per share, an increase of 4% over 2023.
The Board will continue to follow a progressive
dividend policy reflecting earnings per share,
free cash flow generation, market conditions
and dividend cover over the medium term.
Our sector leading
sustainability credentials
The Board acknowledges the critical importance
of implementing a bold and comprehensive
sustainability programme. We firmly believe
that our Company Purpose and leadership
in sustainability provide a unique commercial
advantage as the global economy transitions
to a lower carbon future. Sustainability is deeply
embedded in our strategy, reflected in the
behaviours of our people and the culture
of our organisation.
In 2024, we reached several significant
milestones in our sustainability journey including
being awarded the top ‘A’ score by CDP in its
global annual ranking for transparency on climate
change for 2024, reducing our Scope 1 and 2
emissions by 33% against our 2018 baseline
and meeting our Near-Term Science-Based
Target ahead of the 2025 target.
Looking ahead to 2025, we are committed to
building on this strong foundation by enhancing
our sustainability programmes and reporting.
Our focus will be on addressing both financial
and environmental/social impacts, ensuring our
leadership in sustainability continues to deliver
long-term value for all stakeholders.
The Sustainability Report on pages 12 to 17
provides more detail on how we are progressing.
Our Board
In 2024, the Board maintained its focus on
succession planning. Following Bindi Foyle’s
announcement to retire from a full-time Executive
career, and after a thorough recruitment process,
we appointed Alpna Amar as the Group Chief
Financial Officer. We welcome Alpna to Senior’s
Board in April 2025, and we are confident that her
strong financial acumen and expertise will be well
placed to drive Senior’s financial strategy to the
next stage of growth. The Board would like to
thank Bindi for her outstanding contribution to
Senior over the past 19 years, and we wish her
well for the future.
After nine years as a non-executive Director,
Susan Brennan will be retiring following the
conclusion of the Company’s AGM in April
2025. I would like to take this opportunity to
thank Susan for her valued contribution and
commitment over the last nine years. As
announced earlier in 2024, Zoe Clements joined
the Board as an independent non-executive
Director with effect from 1 September 2024.
We believe that Zoe’s strengths as an
investment, private equity and financial
professional will complement the Board’s
expertise and decision-making.
I am confident that the Board continues to have
the right balance of skills and capabilities to
provide effective oversight over the Company’s
future strategic journey.
Further information can be found in the
Governance section of the Report on page 70.
Stakeholder Engagement
The Board has a strong responsibility to all of
Senior’s stakeholder groups – our shareholders,
employees, customers, suppliers and the
communities we operate in. We believe that
engaging with our stakeholders is key to the
long-term success of the Group.
In 2024, the Executive team, Group Chair, and
Chair of the Remuneration Committee (Barbara
Jeremiah), continued the Group’s engagements
with shareholders across multiple channels.
This included writing to shareholders regarding
potential changes to the Remuneration Policy
and the LTIP rules. Please refer to page 97 in the
Remuneration Report.
This year the Group has conducted its third
global Employee Opinion survey. 85% of our
employees completed the survey which is an
excellent result considering that approximately
only 40% of our employees have ready access
to business emails.
Mary Waldner, the non-executive Director for
employee engagement and Jane Johnston,
Group HR Director have continued their
programme of face-to-face focus groups.
In addition, Mary has met delegates from
our Leading for Excellence group development
programme, met leadership teams when
visiting sites and joined the monthly global
HR calls in June.
Looking forward
Senior is delivering in line with our strategy,
upholding our focus on highly engineered,
IP-rich, fluid conveyance and thermal
management expertise and capabilities.
Looking ahead, we are positioning Senior
as a pure play fluid conveyance and thermal
management business operating in attractive
and structurally resilient core markets. This
position combined with our sector-leading
sustainability credentials and highly-relevant
technical capabilities, underpins our commitment
to deliver a strong performance across our
both Divisions. Reflecting the Board’s
confidence, we have announced new and
improved medium term financial targets for
the fluid conveyance and thermal management
business, which will deliver consistent value
creation for all of our stakeholders.
Good strategic, operational, and financial
progress has been made in 2024 and we remain
confident of continuing to do so in 2025.
On behalf of the Board, I would like to thank our
employees and all other stakeholders for their
continued support and commitments.
Ian King
Chair
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
7
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Overview of 2024 results
Senior delivered 2024 results in line with
revised expectations, enhanced by a strong
cash performance.
A book-to-bill ratio of 1.12 reflected strong order
intake in 2024, underpinning the Group’s
confidence in continued growth in 2025 and
beyond. Both our divisions recorded good order
intake, with some notable contract wins
including from Safran, Deutsche Aircraft
GmbH, Gail India Limited and land vehicle
OEMs (details in the divisional reviews below),
showcasing the broad, diversified and
high-quality nature of our business.
During 2024, Group revenue increased by 4%
on a constant currency basis to £977.1m, with
growth in the Aerospace Division and lower
sales in the Flexonics Division as expected.
Exchange rates had an adverse impact of
£25.5m to total sales.
In Aerospace, revenue increased 10% year-on-
year on a constant currency basis. The increase
reflected improved pricing, the ramp up in civil
aircraft production rates and very strong growth
of over 50% in Spencer Aerospace. This was
despite 737 MAX volumes being subdued
throughout the year following the Alaska
Airlines incident in January 2024 and the Boeing
employee strike from September to November
2024. We saw a return to growth in sales to
semiconductor equipment customers (which is
included in “Adjacent Markets”) and steady
growth in the defence market. In Flexonics,
revenue was in line with expectations, down
Airlines incident in early 2024 and 3 months of
lost production on 737 MAX, 767 and 777 due
to the strike at its factories in The Puget Sound.
Boeing have now started to ramp up production
following the recommencement of operations in
December 2024.
Senior responded to these events dynamically,
supporting our customers and controlling
our costs. Nonetheless, these temporary
headwinds did affect Aerospace profitability
in 2024.
Flexonics followed a more predictable path,
with Senior outperforming anticipated softer
end markets in 2024.
The Group generated free cash flow of £17.3m
(2023 – £15.5m) in 2024. The improvement
from 2023 was a result of lower working capital
outflows more than offsetting higher investment
in capital expenditure and higher tax and interest
payments. Cash outflows from working capital
were £17.0m (2023 – £27.6m outflows),
reflecting increased inventory, offset partially
by inflows from receivables and payables.
Inventory was higher in Aerospace with planned
investment to enable us to meet the increase
in demand from our customers, and as a result
of the impact of the Boeing strike and certain
customer schedule changes in Q4. Gross capital
expenditure was £43.2m (2023 – £35.9m)
which was 1.1x depreciation (excluding the
impact of IFRS 16).
6% compared to prior year, on a constant
currency basis. The Group saw robust demand
in our downstream oil and gas and nuclear
business, partially offsetting a reduction in sales
from one of our operating businesses to our
upstream oil and gas customers due to a lower
share of this very competitive market sector.
Global land vehicle markets softened as
expected in 2024, however, our sales
outperformed key end markets due to the ramp
up of recently won production contracts.
We measure Group performance on an adjusted
basis, which excludes items that do not directly
reflect the underlying trading performance in the
period (see Note 9). References below therefore
focus on these adjusted measures.
The Group’s adjusted operating profit increased
by 5% on a constant currency basis to £46.5m
driven by improved profit in Aerospace more
than offsetting the expected volume-related
reduction in profit in Flexonics. Adjusted
operating margin increased by 10 basis points
in 2024 to 4.8%.
The market backdrop for our Aerospace Division
remains healthy with order books for large
commercial aircraft at record levels, driven by
increasing air passenger demand. There were
some supply chain issues for Airbus and its
suppliers through the year, and although there
are clear signs of improvement, we expect there
to be ongoing issues to be managed given the
large, planned increases in production. Boeing
also had specific issues with the cap on 737
MAX production imposed following the Alaska
GROUP CHIEF EXECUTIVE
OFFICER’S STATEMENT
Trading in line with revised expectations, strong cash performance
David Squires | Group Chief Executive Officer
“Our strategy of positioning Senior as a pure play fluid conveyance
and thermal management business in attractive and structurally
resilient core markets; with active portfolio management;
combined with our highly relevant technical capabilities; and
sector-leading sustainability credentials, provides confidence of
continuing performance improvements for the Group.”
Revenue
£977.1m
(2023 – £963.5m)
Adjusted operating profit
£46.5m
(2023– £45.8m)
Free cash flow
£17.3m
(2023 – £15.5m)
8
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
STRATEGIC
REPORT
Further 2024 financial performance is
described in the Divisional and Financial
Review sections below.
The Board has confidence in the Group’s
performance, financial position and future
prospects, and has approved a final dividend of
1.65 pence per share (2023 – 1.70 pence). This
will be paid on 30 May 2025 to shareholders on
the register at close of business on 2 May 2025.
This brings the total dividends, paid and
proposed for 2024, to 2.40 pence per share
(2023 – 2.30 pence), an increase of 4%
year-on-year. We will continue to follow a
progressive dividend policy reflecting earnings
per share, free cash flow generation, market
conditions and dividend cover.
Delivery of Group Strategy
We are committed to a sale of our
Aerostructures business and are making
good progress. There is good buyer interest,
we are now at an advanced stage of a sale
process with a small number of parties,
and negotiations are progressing positively.
We are focused on completing the sale process
and maximising value for shareholders and
will update the market in due course. This is
in line with our strategy to position Senior as
the market leading pure play fluid conveyance
and thermal management business.
Senior’s Purpose is “to help engineer the
transition to a sustainable world for the benefit
of all our stakeholders”. We do this by:
• Technology expertise – Using our
technology expertise in fluid conveyance
and thermal management to provide
safe and innovative products for
demanding applications in some of the
most hostile environments.
• Customer transition – Enabling our
customers, who operate in some of the
hardest-to-decarbonise sectors, to transition
to low-carbon and clean energy solutions.
• Climate action – Staying at the forefront
of climate disclosure and action by
ensuring our own operations achieve
our Net Zero commitments.
Our extensive design expertise, intellectual
property and know-how supports our strategic
focus. We offer pivotal technologies for
emissions reduction and environmental
efficiency, whether that is for cleaner and more
efficient conventional technology or new low
carbon product offerings.
We continue to invest in markets where we
believe there is significant growth potential and
where the Group’s skills and knowledge can be
exploited, such as aerospace highly engineered
standard parts/components. This market has
high barriers to entry and attractive returns. We
are broadening our product portfolio for specific
products such as flanges, couplings and fittings.
Our high-pressure hydraulic fittings business,
Spencer Aerospace (“Spencer”) has continued
to grow strongly with sales up by over 50% in
2024 compared to 2023 and has now grown
over 135% since we acquired the business in
late 2022.
Further information on Senior’s strategy
and strategic priorities can be found on pages
34 to 35. In addition, we will be providing
further details on delivery of our strategy at
our Investor Event on Monday, 3 March 2025.
Market Overview
Civil Aerospace (46% of Group)
The civil aerospace sector continued its
recovery with air traffic increasing in all regions
during 2024. According to the International
Air Transport Association (“IATA”), the latest
data showed that total demand during the
year, measured in Revenue Passenger Kms
(RPKs), increased by 10% year-on-year. Air
traffic is expected to continue to grow as
incomes increase, especially in developing
markets in Asia. The long-term demand for
new aircraft is forecast to grow by 3-4%
per annum driven by growth in air traffic
and ongoing fleet replacement.
Airbus delivered 766 aircraft in 2024, compared
to 735 deliveries in 2023. Airbus recently
confirmed production rate targets are now:
A220, 14 per month in 2026; A320 family,
75 per month in 2027; A330 maintaining
4 per month; and A350, 12 per month in 2028.
In 2024, Boeing delivered 348 aircraft compared
to 528 deliveries in 2023. It has been well-
documented that Boeing faced challenges in
2024. The Alaska Air 737 MAX incident in
January 2024 led to the FAA imposing strict
controls over Boeing production and capped
production at 38 aircraft per month until the
FAA agrees to further increases. The situation
was exacerbated by an employee strike at
Boeing’s Puget Sound facilities which lasted
for 53 days during which time no aircraft were
produced at the affected facilities. Production
of aircraft resumed in mid-December.
Boeing reduced the production rate of its 787
model from 5 aircraft per month to 3 for much
of the year due to supply chain constraints,
although production returned to 5 per month by
the year end. Boeing further announced that the
first delivery of the 777X will now be in 2026. In
January 2025, the 777X program resumed FAA
certification flight testing.
Embraer is forecasting that it will deliver
between 77-85 commercial aircraft in 2025,
up from 73 in 2024. It is also forecasting to
deliver between 145-155 business jets in 2025,
having delivered 130 in 2024. Global business
jet activity was down by 1% year-on-year in
2024 according to WingX. Global deliveries of
business jets are anticipated to increase by 11%
year-on-year in 2025 and by 2% per annum over
the next decade, according to Honeywell’s
Global Business Aviation Outlook.
Civil
Aerospace
46% of
Group
Defence
13% of
Group
Adjacent
Markets
9% of
Group
Land
Vehicle
19% of
Group
Power &
Energy
13% of
Group
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
9
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT CONTINUED
Sustainability
Our sustainability performance
Environment
33%
Reduction in Scope 1 (Direct) and Scope 2 (Indirect)
emissions (market based) from 2018 base year
(2023 – 29.5%)
Waste
91.1%
Recycling rate
(2023– 95.1%)
Diversity
56%
Percentage of women on Senior plc Board
(2023 – 57%)
Senior continues to be at the forefront
of sustainability reporting and action.
We believe that this is truly important
and, evidently, so do many of our
customers who are including
commitment and progress on
sustainability in their supplier selection
decision-making process. In 2024, we
made significant strides, including
meeting our Near-Term science-based
target for the reduction of greenhouse
gases, a year ahead of the 2025 target
date, and progressing our Double
Materiality Assessment (DMA). Looking
ahead to 2025, we will continue our
focus on sustainability by supporting
our customers in their carbon reduction
efforts, and, having already achieved our
Near Term Scope 1 & 2 SBTi accredited
targets, our full focus now turns to
meeting our 2040 Net Zero Scope 1, 2
and 3 targets.
In 2024, we achieved significant milestones
in our sustainability journey:
Environmental
• Awarded ‘A’ leadership score by CDP for
our disclosure and action on climate change
for 2024
• We continued to reduce our Scope 1 and 2
greenhouse gas emissions, achieving a
reduction of 33% against our 2018
baseline, meeting our Near-Term science-
based target ahead of the 2025 target date.
• Electricity sourced from renewable energy
increased to 52%, from 48% in 2023.
• We extended our support to suppliers yet
to set carbon reduction targets and updated
our Sustainable Sourcing Policy.
Social
• We undertook our annual Global Employee
Engagement Survey in May 2024 and were
pleased to see improvements in the
participation rate, engagement, and health
& wellbeing scores.
• Our Lost Time Injury Illness & Illness Rate
in 2024 reduced by over 40% to 0.19, down
from 0.32 in 2023.
• Currently, 56% of the Board Directors are
female, including the Chair of the Audit
Committee, the Senior Independent
Director, who is also Chair of the
Remuneration Committee, and the
Group Finance Director. The Chair
of the Audit Committee is also the
non-executive Director with Board
responsibility for employee engagement.
Two of the Directors (22%) are from
ethnic minority backgrounds.
Governance
• We deployed an enhanced Group
Anti-Fraud Policy.
• We carried out a Group-level double
materiality assessment. The results of
the assessment will inform Senior’s
approach to enhancing and evolving its
sustainability strategy.
Further information on Senior’s
sustainability activities can be found
on pages 12 to 31.
10
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
STRATEGIC
REPORT
Defence (13% of Group)
Senior’s sales to the Defence sector are
primarily focused on US military aircraft
platforms such as the F-35 and C-130J.
Lockheed Martin has stated that they will
continue to produce 156 F-35 aircraft per year,
having delivered 110 in 2024. The total planned
purchases of F-35s are over 3,500, of which
31% is for the international market.
Adjacent Markets (9% of Group)
Sales from our Aerospace operating businesses
into end markets outside of the civil aerospace
and defence markets are classified under
“Adjacent Markets” and include sales into
the semiconductor equipment, space and
medical markets.
In the semiconductor sector, global sales of
wafer fabrication equipment grew by 7% during
2024. This market is forecast to grow by a
further 7% in 2025 driven by demand for
AI-related chips. (Source: Semi.org)
Land Vehicle (19% of Group)
Demand in heavy-duty truck markets during
2024 weakened in both Europe and North
America, while the off-highway market
remained subdued and light vehicle markets
experienced mixed conditions.
According to Americas Commercial
Transportation (“ACT”) research, North
American heavy-duty truck production declined
by 2% in 2024 compared to 2023, which was
better than originally anticipated. This decline
was due to ongoing overcapacity in the for-hire
freight-logistics sector in the USA, which has
resulted in low levels of profitability and fleet
investment in the Class 8 “tractor” sector. ACT
forecast production to decline by 5% in 2025
and rebound in 2026 to 12% growth as a result
of the pre-buy ahead of the planned 2027
emission change.
Weak economic fundamentals, particularly in
Germany, led to lower orders for and production
of heavy-duty trucks in Europe during 2024.
S&P Global (“S&P”) data shows that production
was down 26% year-on-year, weaker than
originally anticipated. S&P predict production in
2025 to increase by 2%.
In the off-highway sector, demand for
construction vehicles decreased in both North
America and Europe in 2024. Demand for
mining equipment remained positive in all major
markets. Industry participants are forecasting
that overall demand in the off-highway sector
in 2025 will decline in North America between
0% – 10%, be flat in Europe and increase
between 0% – 10% in China.
European light vehicle production declined by
7% in 2024 after two years of post-pandemic
catch-up, as supply and demand became more
balanced. Production in North America fell by
2% in 2024, as four years of inventory
restocking came to an end. In India, the other
light-vehicle market to which Senior has
significant exposure, production in 2024
increased by 4%. This relatively low rate, by
Indian market standards, was due to high levels
of inventory. S&P is forecasting that production
in 2025 will fall by 5% in Europe, by 2% in North
America and increase by 6% in India.
Power & Energy (13% of Group)
2024 saw growth in upstream oil & gas
expenditure slowing, especially in the Middle
East, while remaining subdued in North America.
Activity in the downstream sector remains
focussed in the Middle East and Asia, where
cheap feedstock and economic growth
respectively is driving demand.
Global electricity consumption grew by 4.3%
in 2024 and is forecast to grow at 4% annually
through 2027. Demand is being driven primarily
by economic growth, urbanisation and the
adoption of EVs.
Outlook
We are committed to a sale of our
Aerostructures business and are making
good progress. There is good buyer
interest, we are now at an advanced stage
of a sale process with a small number of
parties, and negotiations are progressing
positively. We are focused on completing
the sale process and maximising value for
shareholders and will update the market in
due course. This is in line with our strategy
to position Senior as the market leading
pure play fluid conveyance and thermal
management business.
For the year ahead, the Board anticipates
good growth for the Group, in line with its
expectations. We are closely monitoring
the impact on global trade from potential
tariff changes.
Increasing aircraft build rates, operational
efficiency benefits and improved contract
pricing are expected to drive good growth
in Aerospace in 2025, with H2 expected to
be higher than H1.
For the full year, Aerostructures is expected
to improve from a loss making position in
2024 to an operating profit range of £9m
to £11m in 2025, with the large majority
of that being earned in H2.
We expect Flexonics performance in 2025
to be broadly similar to 2024.
In land vehicles, the ramp up of
programmes recently won means we
expect our 2025 performance to be broadly
similar to 2024, despite some softness in
North America and Germany. In power and
energy, activity levels are expected to be
similar to 2024.
Our strategy of positioning Senior as
a pure play fluid conveyance and thermal
management business in attractive and
structurally resilient core markets; with
active portfolio management; combined
with our highly relevant technical
capabilities; and sector-leading sustainability
credentials, provides confidence of
continuing performance improvements
for the Group. Reflecting the Board’s
confidence, we have announced new and
improved medium term financial targets
which will be discussed in detail at the
Investor Event on Monday, 3 March 2025.
David Squires
Group Chief Executive Officer
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
11
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Mark Roden | Group Director of
HSE & Sustainability
“We have made progress
against goals, reaching
Net Zero a year ahead of target,
reducing LTIR to word class
levels and retaining an “A”
rating with CDP on disclosure
and climate action.“
Sustainability goals for 2025
In 2025, we aim to build on this strong
foundation by:
• commencing double materiality
disclosure to address both financial
and environmental/social impacts; and
• improving the precision of Scope 3
calculation methodologies as we
progress toward our Net Zero
2040 target.
SUSTAINABILITY
SUSTAINABILITY
In 2024, we carried out our first Double
Materiality Assessment (DMA) for the Group.
The DMA, aligned to the CSRD, assessed both
financial and impact materiality.
Financial materiality is defined as matters
which (may) generate risks or opportunities
that could potentially have a material influence
on the undertaking’s cash flows, development,
performance, position, cost of capital or
access to finance over the short, medium,
and long-term time horizons.
Impact materiality is defined as matters
which could have an actual or potential
significant impact on people or the environment
over the short, medium or long term, caused
or contributed to by the undertaking’s own
operations, products, or services or through
its business relationships.
The results of the DMA process are shown in
the table below. The risks and impacts identified
as part of this assessment have been mapped
against the Group’s principal risks disclosed on
page 54 to 59. Appropriate mitigation measures
are already in place to manage these risks
and to take advantage of the opportunities.
Senior’s material sustainability topics
Topic
Potentially material
from a financial
perspective
Potentially
material from an
impact perspective
Environment
R&D and product innovation
Sustainable product design and lifecycle management
Climate change mitigation
Responsible material sourcing and efficiency
Social
Product performance, quality and safety
Employment practices and worker rights in own workforce
Health, safety and wellbeing
Attracting future talent
Worker and human rights in the supply chain
Governance
Data protection and cyber security
Supply chain management
Anti-bribery and corruption
Double Materiality Assessment
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
12
STRATEGIC
REPORT
All sustainability matters affected by, or having an effect on Senior
Financial
Impact of ESG
topics on Senior
Impact
Impact of Senior
on people
and planet
Material
from both
perspectives
Risks and opportunities that
become financially material
Positive and negative impacts
that become impact material
Eight stakeholder groups were considered as part of the DMA process
Stakeholders identified during
the value chain mapping
Stakeholder groups consulted
in the DMA process
Rationale
Senior Leadership
Senior Leadership and members of the
Executive Committee
To validate topics and identify IROs from a range of strategic perspectives
Operating Business Leaders
and Functional Managers
Management and senior employees
(various regional representation)
To validate topics and identify IROs from various regional and business
development perspectives
Employees
Group HR Director and a representative
of the Works Council
To validate IROs from a HR perspective and to ensure employee viewpoints
are represented as an affected stakeholder
Investors and ESG
rating agencies
Investor relations and investors
To represent shareholder perspectives
Suppliers/workers
in the value chain
Supplier representatives
To validate topics and identify IROs from a supply chain perspective
and to represent the views of employees in the value chain
Customers/end users
of Senior’s products
Customer representatives
To validate the topics and identify IROs from a customer and end user perspective
Local communities
Business leaders in our global
operations
To understand the potential impacts of Senior’s own operations on the local
communities surrounding manufacturing sites
Environment
Global aviation agencies’ reports
To validate IROs from an environmental perspective (focused on aviation)
4. Validation
3. Analysis
1. Landscape review
5. Materiality matrix
2. Stakeholder engagement
and shortlisting
1. Landscape Review – the objective of the
landscape review was to identify the
comprehensive list of sustainability topics that
the Company should consider through the
DMA. A comprehensive list of topics was
identified and thoroughly reviewed.
2. Stakeholder Engagement Process – the
stakeholder engagement process began with
mapping Senior’s value chain, which identified
key activities, materials, geographies and
stakeholders. Following the value chain
mapping exercise, a list of stakeholder groups
was identified. We selected a diverse range
of internal and external stakeholders for direct
engagement, ensuring they represented a
variety of perspectives and a mix of
geographies, business/market expertise and
commercial relationships with Senior. Where
the direct engagement was not possible, we
used alternative information to gather insights.
As a result of the engagement process, we
validated the long list of sustainability topics,
identifying Impacts, Risks and Opportunities
(IROs) from a wide range of perspectives.
Following engagement with stakeholders, the
short list of sustainability topics and their
associated IROs were identified.
3. Analysis – a scoring tool, designed in line
with the European Financial Reporting
Advisory Group (EFRAG) guidance, was used
to score each IRO related to each short-listed
topic. To score Impact Materiality, each topic
was assessed according to the European
Sustainability Reporting Standards (ESRS) and
EFRAG double materiality guidance against
three parameters to determine its severity:
scale, scope and irremediability. To score
Financial Materiality, the calculation
considered how each issue might affect
Senior financially in terms of revenues, fines
and remediation, profit, cost of capital and
asset value. This was aligned with Senior’s
existing guidance for assessing likelihood of
occurrence and impact.
4. Validation – the scoring results were
presented to the Executive Committee
and the Board in December, who performed
the final validation of the double materiality
matrix. The matrix will provide a framework
for Senior to prioritise its efforts in addressing
sustainability-related risks, impacts
and opportunities.
5. Materiality Matrix – the list of sustainability
topics material to Senior is shown on page 12.
Our double materiality process
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
13
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Environmental progress and commitment
SUSTAINABILITY
ENVIRONMENT
At Senior, we continue to make measurable
progress toward our ambitious environmental
targets. Our strategic investments in more
sustainable manufacturing practices are
driving our transition to carbon neutrality and
fostering a positive impact across our various
stakeholder groups.
We adopt a science-based approach to address
climate change, with our commitment to
achieve Net Zero emissions by 2040 firmly
aligned with the Paris Agreement. This is
underpinned by science-based targets approved
by the Science Based Targets initiative (SBTi),
ensuring our goals are credible and grounded
in climate science.
Our energy management strategy plays
a pivotal role in achieving these greenhouse gas
emissions reductions within our operations,
thereby supporting global efforts to mitigate
climate change.
Our approach to climate transition planning
SENIOR
APPROACH
TO TRANSITION
PLANNING
Decarbonising
Senior
Climate-
related risks &
opportunities
Economy-wide
transition
Economy-wide transition
Our fluid conveyance and
thermal management
technology allows us to
support our customers
with high-value solutions
in the medium and long
term as they transition to
sustainable technologies.
Decarbonising Senior
Senior commits to reach
Net Zero GHG emissions
across the value chain by
2040 from a 2018 base year.
Climate-related risks
& opportunities
Climate change has been
identified as one of the
Group’s principal risks since
2019. In 2024, we conducted
our annual assessment
of climate-related risks in
conjunction with our Double
Materiality Assessment
(DMA). A detailed description
of this process is provided
in this section.
We are
contributing to
the following
UN Sustainable
Development
Goals through
actions outlined
in this chapter:
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
14
STRATEGIC
REPORT
Climate change
Senior energy hierarchy
Reduce energy
Consumption
On-site
renewable Energy
Renewable/low
Carbon energy
Procurement
Transition from
Gas to Renewable
Supplier engagement
In 2024, we were delighted to receive
an A rating from CDP for Climate
Disclosure and Action for the third
consecutive year. With over 24,000
organizations reporting to CDP, we are
honoured to be among the select few
awarded the highest grade. This
recognition further reinforces our
leadership position in climate
disclosure within our peer group.
Addressing the climate challenge
It is imperative that all industries work to reduce
greenhouse gas (GHG) emissions in alignment
with scientific guidance. This requires decisive
and immediate actions to achieve near-term
progress on the path to carbon neutrality by
2050, as outlined in the United Nations
Framework Convention on Climate Change
(Paris Climate Agreement). By working together
and taking meaningful steps now, we can help
mitigate these risks and build a sustainable
future for generations to come.
Progress towards our certified
Science-Based Targets
Scope 1 and 2 Carbon Emissions
Scope 1 emissions encompass greenhouse gas
(GHG) emissions directly generated by our
operations, including those from natural gas
combustion, owned transport, and refrigerant
use. Scope 2 emissions, on the other hand, refer
to indirect GHG emissions resulting from the
energy purchased by our organisation,
predominantly electricity.
As part of our certified science-based targets,
we remain steadfast in our commitment to
reducing these emissions. Our carbon reduction
programme focuses on:
• Enhancing energy efficiency across
our operations.
• Increasing on-site renewable
energy generation.
• Sourcing low-carbon electricity where
available to further minimise our
environmental footprint.
Through these initiatives, we are driving
meaningful progress toward achieving our
climate goals while supporting the global
transition to a sustainable, low-carbon future.
In 2024, our businesses remained focused
on improving energy management and
monitoring, expanding on-site solar generation,
and upgrading plant and equipment with
energy-efficient alternatives. These efforts
yielded measurable outcomes:
• Total energy usage decreased by 1%.
• On-site solar generation was extended,
with the facility in the Czech Republic,
installed in 2023 achieving full operational
output. Existing solar photovoltaics (PV)
installations in Thailand, Malaysia,
and India continued to contribute to our
renewable energy mix.
These achievements reflect our ongoing
commitment to reducing our environmental
footprint and advancing toward our certified
science-based targets.
Progress on Near-Term
Science-Based Targets
We remain ahead of our 2025 Near-Term
Science-Based Target, demonstrating our
commitment to meaningful and measurable
climate action:
• Achieved a 5.6 %reduction in total Scope 1
and 2 emissions (market-based) in 2024
compared to 2023.
• Achieved a 33.4% reduction in Scope 1
and 2 emissions against our 2018 baseline.
• Increased the sourcing of renewable
electricity to 52% in 2024, up from 48%
in 2023.
These accomplishments reflect our dedication
to operational efficiency, renewable energy
sourcing, and maintaining a trajectory toward
carbon neutrality by 2040.
Scope 3 emissions and supply
chain engagement
Scope 3 emissions arise from activities
beyond Senior’s direct ownership or control,
encompassing carbon emissions indirectly
influenced by our value chain. These emissions
extend beyond Scope 1 and 2, making them
a critical area for addressing our overall
carbon footprint.
To effectively reduce Scope 3 emissions, we
recognize the importance of robust engagement
with our supply chain, as purchased goods and
capital goods represent the largest contributors
to our Scope 3 profile. Since 2021, we have
partnered with CDP to work collaboratively with
our suppliers, adopting best practices to drive
progress toward our Scope 3 (supplier
engagement) Science-Based Target (SBTi).
This partnership exemplifies our commitment to
fostering sustainable practices across our value
chain and achieving impactful climate action.
Recognition for CDP Supplier
Engagement Programme efforts
In 2023, we received an “A” rating for our
efforts in the CDP Supplier Engagement
Programme. This prestigious recognition is
awarded only to the most committed
companies actively working to reduce
greenhouse gas emissions across their supply
chains. It underscores our dedication to driving
meaningful climate action in collaboration with
our suppliers.
We eagerly await the announcement of our
2024 score, reflecting our continued
commitment to sustainability leadership.
As part of CDP’s supply chain engagement
programme, we identified and engaged with
over 300 of our key suppliers in 2024. In
addition, we initiated an analysis of carbon
reduction commitments among suppliers not
yet participating in the CDP process.
To support those yet to embark on this journey,
we have developed a simple carbon target tool
aligned with the principles of Science-Based
Targets. This tool provides practical guidance
to help suppliers establish and implement their
carbon reduction goals.
When evaluating Purchased Goods and
Services, we include approximately 320 of
our suppliers. This approach aligns with our
Science-Based Target, which requires that
82% of our suppliers, by spend, establish
a Science-Based Target.
Ninety-one of our key suppliers have declared
they have set carbon reduction targets. This has
been helped by support through the CDP supplier
programme, and the Senior sustainability team.
The data we receive from our suppliers is useful
to us when we calculate our Scope 3 Purchased
Goods carbon emissions, we are able to use this
data to increase accuracy for this calculation.
Our latest Scope 3 emission data can be found on
senior_plc_esg_disclosure_march_2024.pdf, please
see www.seniorplc.com/sustainability
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
15
STRATEGIC
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FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Scope 1 and 2 market-based emissions
0
10000
20000
30000
40000
50000
60000
2018
2019
2023
2024
2021
2022
2020
Target
Total tonnes CO2e
Scope 1 & 2 Market Based Emissions
56,992
57,418
46,747
46,540
44,878
38,238
40,491
Carbon emissions
(measured as tonnes of CO2e)
Scope 1
Scope 2
Electricity +
District Heating
(market-based)
Total
2018
10,414
47,004
57,418
2019
10,378
46,614
56,992
2020
8,731
38,016
46,747
2021
8,445
38,095
46,540
2022
8,629
36,249
44,878
2023
9,701
30,790
40,491
2024
7,945
30,293
38,238
Note: The Scope 1 and 2 emissions location
based and market-based (FY22) are independently
verified in accordance with the International
Standard on Assurance Engagements ISAE 3410
(limited assurance).
Carbon Emissions 2024
In Compliance with Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 –
Streamlined Energy and Carbon Reporting (“SECR”)
1 Jan 2024 to 31 Dec 2024
1 Jan 2023 to 31 Dec 2023
UK and
Offshore
Global
excluding UK
and Offshore
Total
UK and
Offshore
Global
excluding UK
and Offshore
Total
Scope 1: Combustion of fuel and operation of facilities
1,140
6,805
7,945
1,122
8,579
9,701
Scope 2: (location based) Electricity, heat and steam
purchased for own use
2,381
42,975
45,356
2,264
39,473
41,737
Scope 2: (market based) Electricity + District Heating
0
30,293
30,293
0
30,790
30,790
Total gross Scope 1 and 2 (location based)
emissions/tCO2e
3,521
49,780
53,301
3,387
48,051
51,438
Energy consumed in MWh to calculate above emissions
16,872
129,121
145,993
16,309
130,610
146,919
Scope 3: Business travel, waste, water
283
2,382
2,665
238
2,226
2,464
Total Gross emissions/tCO2e (Scope 1, Scope 2 location
based, Scope 3 ; Business travel, waste, water)
3,804
52,162
55,966
3,625
50,278
53,902
Intensity measure tonnes CO2 emitted per £m of revenue
23
63
57
21
64
56
Water usage (in megalitres)
25
215
240
32
228
260
Percentage of waste recycled or recovered
100%
91%
91%
100%
94.5%
95.1%
33.4%
reduction in total Scope 1 and 2 emissions
from our 2018 baseline
We have achieved our 2025 Near Term
Science Based Target this year: 30%
reduction of Scope 1 and 2 emissions
with a 2018 base year.
SUSTAINABILITY
ENVIRONMENT
Methodology
The Group’s approach to calculating and reporting
our GHG emissions follows the GHG Protocol
on how to measure and monitor GHG emissions.
Three data sources are used to calculate
GHG emissions:
1. UK Government GHG Conversion factors for
company reporting (Defra full set for advanced
users 2024).
2. US EPA (eGRID) Emission factors for greenhouse
gas inventories for US electricity generation
(2024Version).
3. IEA (International Energy Agency) Emission
factors year 2024 Edition. Reporting has
incorporated Scope 2 greenhouse gas emissions
(associated with electricity consumption)
calculated using both the location and market-
based methods. Data for the market-based,
utility emission rates has been collated during
the period December 2024 – January 2025,
as best available information to represent the
emissions during the year. It should be noted
that these vary and are periodically updated,
so are representative of our best endeavour to
determine market-based emissions at the
time of collating data for this report.
Each Senior business reports its environmental
performance monthly using the Group’s financial
reporting process.
The Scope 1 and 2 emissions location-based
and market-based (FY24) are independently
assured in accordance with the International
Standard on Assurance Engagements ISAE 3410
(limited assurance).
In calculating GHG emissions, the Group has
used the control approach and more specifically the
financial control approach under which a company
accounts for 100% of the GHG emissions from
operations over which it has control. This covers
all wholly owned operations and subsidiaries of
the Group for financial reporting purposes.
Limited Scope 3 emissions are reported in the table
above, they are not externally verified at the time of
publication of this Annual Report and Accounts.
A full disclosure of the 2024 Scope 3 emissions,
externally verified, will be made publicly available
within our CDP Climate Change Disclosure, publically
available later in 2025.
Total waste includes the reported production
and non-production-related hazardous and
non-hazardous solid, sludge and liquid materials
(including wastewater since 2019) that is sent off
site for disposal, treatment, reprocessing, recycling
or reuse by others. Waste materials do not include
by-products or scrap from a Senior business
process which are re-used in a production process.
Similarly, waste that arises from construction and
other maintenance/remediation work performed by
third-party contractors are not included in the scope
of reporting where the contractor is responsible for
the disposal of the waste. Defra conversion factors
are used worldwide for waste data as means to
determine a reasonable carbon conversion factor.
Water volumes are obtained from meter
readings and from supplier invoices. All water
consumption is converted to megalitres, carbon is
derived using recognised and appropriate Defra
carbon conversion factors.
For vehicle and air mileage, Senior uses the most
applicable Defra conversion factors to calculate
the carbon based on distance travelled.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
16
STRATEGIC
REPORT
Energy efficiency actions
In the reporting year, we have continued to
implement energy efficiency projects across our
global operations. In total, Senior’s
environmental improvements in 2024 have the
potential to reduce annual GHG emissions by
1,360 tonnes of CO2e.
These improvements include enhancing energy
efficiency in buildings through insulation
upgrades, heating, ventilation, and air
conditioning (HVAC) improvements, as well as
further installations of LED lighting.
We remain focused on improving energy
efficiency in production processes, including
machine and equipment upgrades, compressed
air system optimisation, and heat recovery
initiatives. Eleven Senior operating businesses
have implemented advanced energy monitoring
software, providing granular insights into
consumption trends across gas, electricity, and
water usage. These systems enable plants to
analyse energy consumption by service
category, benchmark against baselines, and
assess cost impacts via interactive dashboards.
They also help detect anomalies, facilitating
prompt investigations and corrective actions.
All of Senior’s UK operating businesses and our
Group Head Office are now powered by 100%
renewable electricity. Additionally, Flexonics
Kassel Germany and Aerospace Metal Bellows
Boston USA have secured 100% renewable
electricity contracts, collectively avoiding 4,000
tonnes of GHG emissions annually.
In the US, our SF Bartlett site continues to
purchase renewable energy at a 50% renewable
tariff, with other Senior sites making steady
progress toward securing similar contracts. Our
commitment to solar power also continues to
grow, with Flexonics Olomouc solar installation
achieving full operational status in 2024, capable
of reducing GHG emissions by 40 tonnes
annually. With this addition, the total number of
our sites equipped with on-site solar
photovoltaic (PV) systems now stands at four.
Waste
In 2024, we conducted a comprehensive review
of waste streams across all our global
operations. This effort enabled us to enhance
data collection, providing a more detailed
delineation of our waste categories.
Our waste recycling rate experienced a slight
decline, decreasing from 95.1% in 2023 to
91.1% in 2024. This was largely influenced by
a reduction in production activity in our Pacific
North West businesses due to customer strike
in the second half of 2024 and increased landfill
use , which will be a focus in 2025. Eleven of
our operational sites achieved zero waste to
landfill in 2024.
Looking ahead to 2025, we are placing an even
stronger emphasis on waste reduction and
recycling, with a particular focus on improving
recycling rates in regions where local
infrastructure supports it.
For information on hazardous waste, please see:
www.seniorplc.com/sustainability
Water
At Senior, our objective is to minimise the
environmental impact of our production
processes by optimising water usage,
particularly in regions facing significant water
scarcity. Aware of the growing strain on global
freshwater reserves, we are committed to
identifying areas of high water risk and
implementing strategies to reduce freshwater
consumption in these regions.
We utilise tools such as the World Wide Fund
for Nature (WWF) Water Risk Filter to pinpoint
businesses located in water-scarce regions,
enabling us to target our efforts where they are
needed most.
In 2024, our proactive measures proved
effective, resulting in a reduction of our overall
water consumption to 240 megalitres, down
from 260 megalitres in 2023.
For information on water, please see
www.seniorplc.com/sustainability
Certification
All Senior legacy businesses hold ISO 14001
accreditation, reflecting our commitment to
robust environmental management practices.
In 2024, our recent acquisition, Spencer
Aerospace, began its journey toward
achieving this accreditation, with a target
to secure it in 2025.
At Senior, the Environmental Management
System (EMS) under ISO 14001 is more than
a framework it is a collaborative effort that
unites our teams in pursuit of shared
environmental goals. By fostering a culture
of transparency and celebrating achievements,
we inspire and engage our staff, cultivating
a cohesive and motivated workforce dedicated
to environmental stewardship.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
17
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
SUSTAINABILITY
ENVIRONMENT
AEROSPACE
Observation
The latest generation aero-engine
technology can deliver up to 15%
fuel-efficiency improvements.
Advanced Air Mobility
(AAM) operators plan to start
operations from 2025, but
widespread acceptance is
unlikely before 2030.
Our response
We have, and continue to win,
significant content on systems
critical to fuel efficiency on
current best-in-class engines.
We are working with multiple
AAM providers on prototype
solutions for thermal
management solutions.
Observation
Policies to mandate (EU &
Singapore) and encourage (US)
the increased use of SAF are
being introduced.
Hybrid-electric propulsion
systems for aircraft are
being developed to support
decarbonisation within the
aviation sector.
LAND VEHICLE
Observation
The California Air Resources
Board requires 67.5% NOx
reductions by 2027. EURO VII
standards (15% reduction in
CO2 emissions) to be introduced
in 2025.
Semiconductor content in cars is
increasing, especially in EVs. The
US passed the CHIPS Act to
secure supply, EU and India are
implementing similar plans.
Our response
Our emissions controls products
help vehicle manufacturers
meet increasingly stringent
regulations, such as our radial-fin
EGR cooler for EURO-VII
compliant diesel engines.
We are a key supplier to
semiconductor equipment
manufacturers.
Observation
The US EPA will tighten emissions
rules countrywide from 2027.
Major car markets are
implementing a COP26
agreement to ban new fossil
fuel cars by 2035.
POWER & ENERGY
Observation
Nuclear power is increasingly
seen as vital for a low-carbon
future. The European Parliament
voted to classify nuclear power as
a green investment.
Companies requiring reliable
base-load electricity for data
centres are signing agreements
for the supply of electricity with
utility companies that have nuclear
generating capacity and with
developers of Small Modular
Reactors (SMRs)
World leaders agreed to transition
away from fossil fuels at COP28.
Our response
We are providing engineering
design and bid support for
expansion joints to OEMs
of SMRs.
Our flue gas diversion products
are mitigating the climate impact
of conventional energy.
Observation
The EU’s target for renewables
within its energy mix is at least
42.5% by 2030.
The US is targeting a 50 – 52%
reduction in GHG emissions
below 2005 levels by 2030.
2030
2020
Our success is built on developing long-term
partnerships with our customers, which enable
us to help them meet today’s challenges
and deliver solutions for future low-carbon
requirements. An example of this is our work
to provide customers with more energy efficient
solutions on existing internal combustion
technologies while simultaneously helping
these same customers bring to market efficient
and viable electric and hydrogen power trains.
We have continued to reduce our carbon
emissions (market-based Scope 2) by using
more renewable energy and by employing more
sustainable production methods and utilising
more sustainable materials wherever possible.
Reducing waste and the consumption of
electricity and water during the manufacturing
of the products remains a key focus. In 2024,
we achieved a waste recycling rate of 91.1%.
With operations in 12 countries, we are also able
to be geographically close to major customers
which helps to minimise the carbon footprint
of our products.
Delivering sustainable solutions
As the world transitions to a low-carbon
economy, Senior continues to work with our
customers to develop efficient and effective
products that are more sustainable and have
a lower environmental impact during the
manufacturing process and while in use.
OUR TECHNOLOGY AND PRODUCT DEVELOPMENT
ON THE PATH TO NET ZERO
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
18
STRATEGIC
REPORT
2040
2050
Our response
Our current fluid conveyance
solutions are fully compatible
with SAFs.
We are collaborating with
multiple customers on various
components and systems for
more-electric aircraft, whether
with conventional or zero-
emission propulsion systems.
Observation
Alternative-powered aircraft will
increase demand for battery
thermal management, fuel cell
and cryogenic expertise.
Airbus’ ZEROe H2 aircraft is
planned for EIS in 2035.
Our response
Our Aerospace and Flexonics
divisions are working together
to develop various demonstrator
hydrogen powertrain components
for OEM customers.
Our response
We have patented solutions for
electric vehicle (EV) inverter heat
sinks (power electronics cooling),
as well as battery thermal
management systems.
We are developing fuel (H2)
and exhaust water ducting
solutions for hydrogen fuel- cell
truck applications.
Observation
38 countries have committed to
100% zero-emission new truck
and bus sales by 2040.
Our response
We are developing very
high-pressure hoses capable
of 1000 bar (40% higher than
current capacity) for high speed
H2 refuelling.
We are in series production of
battery coolers and have won
multiple contracts for fluid
conveyance applications on BEVs.
Our response
Energy storage applications will
grow in importance as renewable
energy sources grow to be the
dominant mode of generation.
Senior is already working with
energy storage companies to
develop thermal management
solutions for this sector.
Carbon capture is another area
where we are working with
OEMs to develop solutions.
Observation
The IEA forecasts that under its
Stated Policies Scenario the share
of electricity in final energy
consumption will increase from
20% in 2023 to 26% by 2035
driven by the electrification of
end-uses, most notably electric
vehicles and data centres.
Ensuring stable power supply for
critical infrastructure such as data
centres will be important.
Our response
Senior continues to work with its
customers to provide thermal
management solutions for EVs,
while we have extensive
experience in land-based solid
oxide fuel cell (“SOFC”)
components used in backup
power units for data centres.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
19
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Net Zero
SUSTAINABILITY
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (“TCFD”)
TCFD compliance statement – Senior’s climate-related disclosures for the year ending
31 December 2024 are consistent with the TCFD recommendations and recommended
disclosures (set out in Section C of the 2021 TCFD Annex “Guidance for All Sectors”),
and comply with the requirements of the Listing Rule 6.6.6R(8).
Governance
Oversight of climate-related risks
and opportunities
The Board of Directors oversees climate-related
matters within the Company with David Squires,
the Group Chief Executive Officer, having
ultimate responsibility for climate-related risks
and opportunities. David Squires is supported in
this by Mark Roden, the Group Director of HSE
& Sustainability, who is responsible for the
Company’s sustainability and climate-related
disclosure and actions.
Assessing and managing climate-related
risks and opportunities
Senior’s Executive Committee is responsible for
assessing and managing climate-related risks
and opportunities.
Key activities in 2024
Oversight
• The Group Chief Executive Officer’s
report to the Board – presented at every
scheduled Board meeting in 2024, the report
covered the Group’s progress on non-financial
sustainability metrics, such as waste
recycling, water usage and reduction of
carbon emissions; as well as Senior’s
achievements in its sustainability initiatives,
such as “A” rating in “Climate Change 2023”
disclosures by CDP, and receiving a Low
Carbon Innovation Award at “Safran IP
Challenge 2024”.
• Presentations to the Board by the Group
Director of HSE & Sustainability – having
attended two Board meetings in 2024, Mark
Roden presented the Group’s Scope 1 and 2
market-based emissions tracker, updated on
the transition of the Group’s operating
businesses to renewable or low-carbon
electricity contracts, and progress made on
Senior’s Supplier Engagement programme in
respect of Scope 3 emissions. As part of the
programme, Senior updated its Sustainable
Sourcing Policy defining expectations for its
suppliers to set and make progress towards
their own science-based targets and
environmental preservation goals.
• Double Materiality Assessment (DMA) –
the Board reviewed the findings of the DMA,
presented in the materiality matrix on page
12. Climate-related impacts, risks and
opportunities will shape the Company’s
strategic sustainability direction.
• Audit Committee – during 2024, the Audit
Committee reviewed the Company’s TCFD
disclosures included in the Company’s 2023
Annual Report & Accounts, and the external
assurance over GHG emissions and waste
recycling rate.
• Remuneration Committee – reviewed
progress of the 2024 bonus potential
determined by a target related to absolute
reductions in Scope 1 and 2 emissions and
discussed potential targets for the 2025
annual bonus plan.
• Strategy – as part of the annual Board
Strategy meeting, consideration was given,
among other matters, to the implications of
IATA’s commitment to reach Net Zero carbon
emissions by 2050 on the Group’s Aerospace
Division, including the role of electrification
and hydrogen in sustainable aviation. The
Board also considered regulatory
developments affecting its Flexonics Division,
the progress of transition to electric vehicles
across the world, and the role of nuclear
power as an important contributor to
achieving Net Zero.
Management
• Climate-related data – the Group Director of
HSE & Sustainability oversees collection and
monitoring of the Company’s data related to
Scope 1, 2 and 3 emissions, waste recycling
Senior’s climate-related governance framework
Group Chief Executive Officer
Ultimate responsibility for management of
climate-related risks and opportunities
HSE Committee
Monitoring progress
on GHG emissions
Executive Committee
Leading the Group’s efforts
on climate change
Board of Directors
Oversight of climate-related matters
and water consumption. Responsibility for
carbon emission management and the
development of the Energy Efficiency
programme also resides with this position.
• Divisional responsibility over climate-
related matters – Chief Executives of the
Aerospace and the Flexonics Divisions have
direct responsibility for ensuring that their
Divisions meet the Group’s carbon reduction
targets and supplier engagement
responsibilities. They monitor customer
demands, and are best placed to ensure that
these requirements are reflected in future
programmes as customers transition to
low-carbon products.
• Health, Safety and Environment (HSE)
Committee – the HSE Committee, chaired
by the Group Chief Executive Officer,
monitors the Group’s progress on its
environmental targets, including Scope 1, 2
and 3 emissions.
• Double Materiality Assessment (DMA) –
the Executive Committee approved
conducting the DMA, with some members
of the Committee participating in the
internal stakeholder engagement process.
Having reviewed the results of the DMA,
the Committee agreed material sustainability
(including climate-related) issues most
critical to the Group based on financial
and impact materiality.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
20
STRATEGIC
REPORT
Strategy
Climate-related risks and opportunities
identified over the short, medium and
long term
In 2024, we assessed climate-related risks,
impacts and opportunities at a Group-level
using the double materiality approach
described on page 12.
The approach, aligned to the Corporate
Sustainability Reporting Directive (CSRD),
ensures a more robust risk management
process – it considers how climate change
affects Senior (financial materiality), as
well as the impact that Senior’s activities
and operations have on the environment
(impact materiality).
The risks, impacts and opportunities, shown
in the table below, are relevant to all of the
Group’s market sectors.
In line with the CSRD reporting framework,
we adopted the following time horizons:
Rating
Range
S Short-term
1 year
M Medium-term 1–5 years
L Long-term
>5 years
Strategy
Climate change mitigation
Decarbonisation of own operations and the supply chain. This includes the purchase and/ or generation of renewable energy, the
achievement of Senior’s science-based targets, effective long-term planning for climate transition and managing costs associated
with decarbonisation.
Impact, risk or
opportunity
Description
Value chain
Time
horizon
Negative Impact
Negative impact on climate due to greenhouse gas (GHG) emissions arising from
Senior's own operations, the supply chain and through product use.
Across the value chain
M
L
Positive Impact
Senior's commitment to reach Net Zero GHG across the supply chain by 2040 will limit
the Group’s negative impact on climate. The Group is on track to achieve its Near-Term
SBTi-approved Scope 1, 2 and 3 targets by the end of 2025.
Across the value chain
L
Financial Risk
Customers’ shift to low-emission products and activism and protests against aviation,
land vehicles and oil and gas may reduce demand for some of Senior’s products. Similarly,
activism and protests against aviation, land vehicles and oil and gas might become a threat
to the reputation of Senior. This is mitigated by the fact that Senior’s products help reduce
emissions for both conventional applications and clean energy applications.
Across the value chain
M
L
Financial
Opportunity
Changing customer/consumer behaviour or preferences may increase demand for Senior’s
products which support the transition to a low-carbon economy.
Across the value chain
M
L
Sustainable product design and lifecycle management
The incorporation of sustainable attributes into the product design phase with specific considerations for the product/service lifecycle.
This includes changes to reduce the carbon impacts of products and services.
Impact, risk or
opportunity
Description
Value chain
Time
horizon
Positive Impact
The expansion of low-emission products will support customers, who operate in the
hardest-to-decarbonise sectors, to transition to low-carbon and clean energy solutions,
reducing their negative impacts on climate.
Across the value chain
M
L
Responsible material sourcing and efficiency
The processes to ensure sustainable and traceable sourcing of raw materials, and the resilience of materials supply chains to impacts
of climate change.
Impact, risk or
opportunity
Description
Value chain
Time
horizon
Negative Impact
The sourcing of finite materials (e.g. metals) may result in negative environmental impacts,
particularly in countries with poorer environmental controls. This is mitigated by Senior’s
Sustainable Sourcing Policy.
Value chain (upstream)
S
M
L
Innovation – R&D and product innovation
The R&D, investment and innovation of more sustainable products, services and solutions.
Impact, risk or
opportunity
Description
Value chain
Time
horizon
Positive Impact
A switch to low-emission technology will reduce the amount of GHGs emitted into the
atmosphere across the whole value chain, reducing negative impacts on climate.
Across the value chain
M
L
The WWF Water Risk Filter analysis conducted in
2022 indicated that nine of our operating businesses
were in areas of potential water scarcity. These are
our businesses in India, South Africa and California
(Senior Aerospace SSP, Senior Aerospace Jet
Products, Senior Aerospace Ketema, Senior
Aerospace Steico Industries and Senior Aerospace
Spencer), as well as our Flexonics and Aerospace
businesses in Mexico. To date, Senior has not been
subject to conditions where water scarcity led to
interruptions in operations, although we are aware that
severe localised water shortages can lead to potential
operational interruption and interrupted supply of
products to our customers. We continue our focus
on opportunities to reduce overall water consumption
in each of these businesses.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
21
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Impact of climate-related risks and opportunities on the organisation’s businesses,
strategy and financial planning
Products and services
Regulation and growing awareness of climate change are influencing
customer preferences and increasing demand for energy efficient
transportation, such as hybrid, fully electric and hydrogen powered
vehicles. Senior is actively involved in this sector, offering innovative
thermal management solutions for large battery packs to Land Vehicle
markets (for public transport vehicles, commercial vehicles and some
passenger vehicles). The Aerospace market is equally focused on
energy efficiency, and Senior is working directly with several OEMs in
areas such as the handling of sustainable fuel and the safety-critical
conveyance of hydrogen within an aircraft. The Company has an
opportunity to lead in this technology, leveraging its expertise in
designing products with class-leading technical performance, which
has the potential to increase sales in this growing market sector.
Examples of this include battery cooling, electronics cooling, electric
vehicle fluid handling and flex for vehicle range extenders, fluid
conveyance hoses and tubes for hydrogen fuel cells.
Our engineering experts are working on exhaust gas recirculation
(“EGR”) systems with customers, addressing requirements that are
driven by performance (lower carbon emissions) and the evolving
legislation. Legislation drives lower NOx allowances for heavy-duty
diesel engines. We recognise that internal combustion engines will
be in operation for some time to come, that we need to keep on
improving their energy efficiency, and that this will also contribute
to improving transportation efficiency, alongside the roll-out of
electric vehicles.
We continue to explore the use of specialised additive manufacturing
equipment in some of our Aerospace businesses with a dual
purpose: to develop and manufacture lighter metallic components,
thereby reducing weight and, ultimately, saving fuel and reducing
carbon emissions during flight. At the same time, lighter components
will reduce waste in the production process, thereby decreasing the
amount of material required (reducing our Scope 3 emissions) and
the associated material cost.
Read more on pages 18 to 19 and 36 to 39
Operations and supply chain
Climate change considerations are essential to energy efficiency and
cost reduction strategies across Senior’s operating businesses.
Transitioning to renewable energy sources and, subsequently
reducing Scope 1 and 2 emissions, has been an integral part of the
Group’s sustainability efforts for several years. Further information
can be found on pages 15 to 17. We continued focusing on energy-
efficient initiatives, such as improving building insulation, upgrading
energy efficient lighting, installation of heat recovery systems and
upgrading HVAC systems.
In 2024, we continued our collaboration with suppliers through the
Carbon Disclosure Project (CDP), encouraging them to disclose their
environmental data. Ninety-one of our key suppliers have declared
they have set carbon reduction targets. In addition, Senior updated
its Sustainable Sourcing Policy defining expectations for its suppliers
to set and make progress towards their own science-based targets
and environmental preservation goals.
Each site within the Group has a scenario-based Business Continuity
Plan which is tested annually. This ensures that mitigation and
adaptation measures related to the physical risks of climate change
are addressed effectively. Further information on how we manage
the risk of climate change can be found on page 55.
Read more on pages 15 to 17
SUSTAINABILITY
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
22
STRATEGIC
REPORT
Impact of climate-related risks and opportunities on the organisation’s businesses,
strategy and financial planning continued
Investment in research and development
Climate change is a fundamental element of the Group’s business
strategy. Senior’s products and services help our customers reduce
carbon emissions in Aerospace, from industrial process plants and
from land vehicles. When we consider R&D spend and expansion,
we assess sustainability of our products in terms of supporting
our customers’ aims to reduce energy consumption and carbon.
For example, the development of new thermal management
technology (e.g. components for fuel cells, advanced heat
exchanger solutions, using laser welding for battery cooling plates)
presents an opportunity for Senior to become a leader in the
specialised applications of off-road vehicles, large trucks and
aerospace, where reduced weight and optimum working
temperature are critically important.
Access to capital
Sustainability remains an important factor for our investors and
lenders when allocating capital. Senior’s focus on sustainability
leadership in its own operations and that of its suppliers, as well as
supporting customers in their transition journey to Net Zero, will help
Senior’s financing needs in the future whether raising debt or equity.
The Group’s main syndicated Revolving Credit Facility of £115m is a
sustainability-linked loan with Key Performance Indicators on carbon
emission reduction and waste recycling rates.
Acquisitions or divestments
Portfolio optimisation is a central pillar of our strategy. Whenever we
analyse companies as potential acquisition targets, we carry out an
assessment of that company’s ESG credentials, including how its
products will enhance the sustainability of our own portfolio, whether
that company is committed to decarbonisation and has stated Net
Zero targets, and how much that company is investing in improving
the local communities in which it operates. Should we reach the
stage of conducting due diligence on an acquisition target, we will
conduct a full ESG analysis, potentially with external professional
support. In terms of strategic fit, we will also assess the future
markets of the company’s products to ensure alignment with our
own ambition of supporting decarbonisation in difficult markets,
like Aerospace, Land Vehicle and Oil & Gas.
Financial planning process
The Group’s operating businesses have maintained their focus on
internal efficiencies, particularly associated with Scope 1 and 2
emissions and made significant improvements as part of Senior’s
energy sustainability priorities, as described on page 15.
The Group monitors carefully the impact on demand for its products
related to the transition to a low-carbon economy. For example,
although some of Senior’s operating businesses are seeing a
reduced demand as a result of the decreasing market trend for diesel
passenger vehicles in Europe, the overall effect in the Group is not
significant as other product lines are filling demand. We are tailoring
our financial planning to reflect these market changes. At the same
time, the Group considers opportunities in new technologies that
may require investment.
We consider climate change when assessing liabilities in the Group’s
operating businesses. The need to insure fixed assets and the
adoption of safety measures to protect staff in areas subject to
severe weather are current examples.
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Resilience statement
Having established our Long-Term Net Zero
Targets, aligned to 1.5ºC for all Scopes,
we are taking proactive steps to ensure Senior’s
operations remain resilient to the effects of
transitional risks associated with scenarios
1 and 2. As part of our Energy Hierarchy, we
shall continue prioritising energy efficiency
initiatives and the use of renewable energy.
We actively engage with our suppliers, requiring
them to set and make progress towards their
own science-based targets and environmental
preservation goals, and to integrate sustainable
practices into their operations. This will help
create a stronger and more resilient supply chain
that is aligned to Senior’s sustainability goals.
The Group’s focus on innovation and strong
relationships with customers means we are well
positioned to maximise opportunities offered
by smooth and disruptive transition scenarios.
We are proactively assessing the way climate
change affects market demand for our products
as part of our annual strategic meetings.
The physical impacts of climate change
associated with scenario 3 could be significant.
The Group’s business continuity plans play an
important role in maintaining resilience against
the potential physical impacts of climate change.
By identifying potential vulnerabilities and
implementing adaptive measures, the operating
businesses will be well placed to maintain their
functions, minimise operational disruptions and
ensure long-term stability.
Scenario 1 (<2ºC)
Scenario 2 (<2ºC)
Scenario 3 (>3ºC)
Early policy action:
smooth transition
Late policy action:
disruptive transition
No policy action:
business as usual
• Decisive carbon action to reduce global
emissions starts in 2021.
• Carbon taxes and other policies intensify
gradually over the scenario horizon.
• Global warming is limited to 1.8ºC by
2050 compared to pre-industrial levels.
• Limited physical risks.
• Delay in implementing the policy required
to reduce global emissions by 10 years.
• Starting in 2031, significant and rapid
policy action causing drastic bending of
emissions trajectory globally.
• Global warming is limited to 1.8ºC by
2050 compared to pre-industrial levels.
• Limited physical risks.
• Governments fail to introduce further
policies to address climate change
beyond those already implemented.
• Increase in global temperatures
reach 3.3ºC by 2050 compared
to pre-industrial levels.
• High physical risks.
Potential impact
Policy changes start to accelerate, and
consumer and investor preferences evolve
rapidly to facilitate decarbonisation.
In the short and medium term, Senior
needs to ensure that its investment
decisions are consistent with its science-
based targets and deliver expected results.
In the long term, it is important to keep
pace with changing market demand for
low-emission products and remain
consistent between Senior’s public
commitments and market expectations.
Potential impact
A sudden increase in the intensity of
climate policy in 2031, following an initial
period which is characterised by insufficient
or ineffective emission reducing policies.
Senior needs to ensure that it takes action
over this time period to avoid disruption in
the long term as mature economies make
rapid strides to cut emissions.
Potential impact
Absence of transition policies result in
a growing concentration of greenhouse
gas emissions in the atmosphere.
Increased exposure to heatwaves, tropical
cyclones and droughts may increasingly
provide challenge for some of Senior’s sites
and supply chains.
With less policy action and investment
driving forward technology development,
the costs of transitioning to the new
technologies may be higher, the likelihood
of successful implementation and the
relative rewards for the investment may
be lower.
Opportunities
The ability to maximise returns on new
investments in the long term, once
transition has occurred and markets
have stabilised.
Opportunities
Early investment can set the Group up to be
ready for the swift changes to the disrupted
economy after 2030.
Opportunities may materialise over the long
term, due to the late policy action and the
abrupt transition to a low-carbon economy.
Opportunities
The Group’s continued investments and its
ability to diversify business activities can
help Senior be more resilient to changes
in the markets and adapt to the impacts
of climate change.
Resilience of the organisation’s
strategy with reference to three
climate-related scenarios, including
a 2ºC or lower scenario
In 2021, we carried out scenario analysis to
understand the potential impact of climate
change on the Group’s operations. We selected
the three climate scenarios produced by the
Bank of England because:
• they meet TCFD recommendations to assess
business resilience at different climate-related
scenarios, including a 2ºC or lower scenario;
• these scenarios are used by the Bank of
England to explore resilience of the UK
financial system to climate change;
• the scenarios are modelled to a 30-year
timespan, out to 2050 to align to the Paris
Agreement and other Net Zero 2050 targets;
• they consider the macroeconomic impacts
with more granularity and within a more
applicable business context than climate
scenarios based on temperature increases;
and
• multiple high transition scenarios provide
diversity in stress tests.
Further information on the assumptions
and parameters used in the scenarios
can be found on the Company’s website.
SUSTAINABILITY
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
REPORT
Metrics used to assess climate-related
risks and opportunities
Targets used to manage climate-related
risks and opportunities and performance
against targets
The table below illustrates targets and metrics
we have selected to measure our climate-
related risks and opportunities. We have chosen
these metrics because we consider that they
are relevant to the climate-related risks and
opportunities facing Senior and regulatory and
stakeholder expectations. Our targets, which are
aligned to the Paris Agreement and the UK’s Net
Zero Strategy, demonstrate our commitment to
reduce the GHG emissions of Senior’s
operational activities, as well as addressing
indirect emissions within our value chain. Our
near-term Scope 1, 2 and 3 targets were verified
by SBTi in 2021. In 2023, the SBTi approved our
Long-Term Net Zero climate targets for Scope 1,
2 and 3 emissions. The targets, to be achieved
by 2040, aligned to 1.5ºC for all Scopes.
We continue to develop our high-level plan to
reduce our emissions in line with our 2040 Net
Zero targets against our 2018 base year. In
2024, we have worked to refine our Scope 3
calculation methodology, and in 2025 we will
undertake further work to produce a more
granular transition plan.
In 2024, the Remuneration Committee aligned
remuneration for the executive Directors and
senior management to non-financial
performance metrics and agreed that 10% of
the 2024 bonus potential would be determined
by a target related to absolute reduction in
Scope 1 and 2 emissions over the one-year
performance period. The set target is consistent
with the Group’s SBTi-validated target of a 30%
reduction in these emissions by 2025 (from a
2018 base year).
Climate-related target
Target
year
Base
year
Progress in 2024
Metric
Link to material climate risk
Reduce absolute Scope 1 and 2 GHG emissions
by 30%
2025
2018
33.4% decrease
(2023 – 29.5% decrease)
Tonnes CO2e
Increased pricing of GHG emissions/
cost of carbon offset
Increased stakeholder concern or negative
stakeholder feedback/stigmatisation of sector
For Scope 3 GHG emissions, 82% of suppliers
by spend to have climate science-based targets
2025
2018
91
(2023 - not determined)
Number of
suppliers with
science-based
targets.
Reduce absolute Scope 1, 2 and 3 emissions by 90%
2040
2018
Reporting to start in 2026 Tonnes CO2e
Achieve a recycling rate of 95%
2025
91.1%
(2023 – 95.1%)
% of waste
recycled
Increased stakeholder concern or negative
stakeholder feedback/stigmatisation of sector
Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions
The details of our Scope 1, 2 and 3 emissions, in compliance with SECR, can be found on page 16.
Risk management
Metrics and targets
The organisation’s processes for
identifying, assessing and managing
climate-related risks
We identify, assess and manage the Group’s
risks using the risk management process shown
on page 52. The Committee of Sponsoring
Organisations of the Treadway Commission
(“COSO”) enterprise risk management
integrated framework is used as the foundation
of the Group’s risk management process,
tailored to reflect Senior’s culture and Values.
The process includes identification of relevant
risks, risk scoring, development and assignment
of response actions, monitoring the
effectiveness of key mitigating controls and
reporting of the risk and assurance environment
to the Executive Committee, the Audit
Committee and the Board.
In response to the upcoming CSRD reporting
obligations, we revised our annual assessment
of Group-level sustainability risks, impacts and
opportunities (including climate-related) using
the DMA described on page 13. Climate-related
risks, impacts and opportunities were identified
based on landscape review of our internal
documents, industry bodies and regulators,
investor ratings, customers, peers and sector
reports. Further discussions were held with
Senior’s internal and external stakeholders to
gain their perspective on which topics they
considered to be potentially material, resulting in
a high-level, quantifiable short list of topics. Each
short-listed topic arising over the short, medium
and long term was scored based on impact and
financial materiality, as described below:
• Impact materiality – each topic was
assessed according to the ESRS and the
European Financial Reporting Advisory Group
(EFRAG) double materiality guidance against
three parameters to determine its severity:
scale, scope and remediability.
• Financial materiality – the calculation for
financial materiality considered how each
topic might affect the Group financially in
terms of revenues, profit, cost of capital and
asset value. This was aligned to Senior’s
existing risk management process, where
scoring was based on the likelihood of a risk,
as well as the magnitude of the affect in
terms of operating profit and revenue.
For our 2024 DMA, short-listed sustainability
topics were assessed on inherent basis. The
results of the DMA were reviewed by the
Executive Committee and the Board.
In 2023, Senior Flexonics Bartlett was selected
as one of the operating businesses to pilot an
assessment of climate-related risks and
opportunities. The site completed its initial
assessment in 2024, and the results generally
aligned with the Group-level climate-related
risks and opportunities. Feedback gathered from
this pilot assessment will be considered as the
Group develops its operating business-level
climate-related risks and opportunities
assessment programme for the future.
Mitigating action plans, including a detailed
description of the response action, assigned
to the members of the Executive Committee
and other senior members of staff, are
developed for all material climate-related risks.
Action plan progress is tracked to ensure timely
implementation. The overall effectiveness of the
risk control environment is closely monitored
through assurance and audit activities to assess
if critical risks are being mitigated within the
Group’s risk tolerance.
Integration of processes for identifying,
assessing, and managing climate-related
risks into the organisation’s overall risk
management framework
Climate-related risks and impacts form part of
the Group’s risk register and will be subject to
an annual review by the Executive Committee
and the Board.
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STRATEGIC
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Safety at Senior
At Senior, we foster a global safety culture that
begins with senior leadership and permeates all
levels of our global operations.
This year, through sustained effort, we
achieved a reduction of over 40% in our
Lost Time Injury and Illness Rate, building
on an already strong performance.
Our safety initiatives are driven by internal risk
management Standards and critical
controls, which include:
• 22 specific prevention and risk
management standards addressing
the core hazards of our business;
• Ten Golden Rules for Safety; and
• a Behavioural Safety Standard designed
to prevent injury by supporting a positive
safety culture.
Each standard is supported by critical controls
that are carefully implemented and monitored
to prevent fatalities and reduce the risk of
serious injuries or incidents.
Our ongoing safety training and
communication form the backbone of our
commitment, empowering employees and
contractors to proactively prevent incidents
that could result in injuries, illnesses,
or environmental damage.
In 2024, we continued a thorough review and
update of our safety standards and critical
controls, building on the progress initiated in
2023. These updates focused on making the
standards more accessible and were reinforced
with new posters and videos to enhance
understanding and practical application across
our sites.
Through these collective efforts, we remain
steadfast in our goal to safeguard our people,
operations, and environment.
Health and Safety
Injury prevention at Senior
At Senior, safety extends beyond merely
avoiding incidents it encompasses a proactive
approach to implementing effective controls
that prevent and mitigate potential outcomes.
Our safety teams continuously analyse trends
in incidents and injuries across our global
operations, identifying location-specific or
role-specific concerns. When necessary, they
develop injury reduction plans tailored to
address these issues. These plans incorporate:
• safety controls to mitigate risks;
• targeted training to enhance awareness
and skills;
• work design adjustments to promote
safer practices;
• specialised programmes to address
recurring challenges; and
• engagement campaigns to reinforce the
importance of safety at all levels.
Through these initiatives, we remain dedicated
to fostering a safer workplace for all visitors to
our sites.
Contractor safety
At Senior, our safety commitment extends to
everyone on-site, including temporary workers,
contractors, and on site visitors. We have
established contractor-specific safety
programmes with tailored requirements and
rigorous prequalification processes to uphold
the highest standards of protection.
Our contractor management procedures
require all personnel to complete a
comprehensive onboarding process before
commencing work. This ensures that everyone
on site is informed about safety protocols,
understands potential hazards, and is equipped
to work safely.
These measures reflect our unwavering
dedication to safeguarding every individual
on site, ensuring they leave the workplace
as safely as they arrived.
2024 injury performance highlights
In 2024, we made significant strides in
improving workplace safety. Our Lost Time
Injury and Illness Rate (LTIR) decreased to 0.19,
marking a 41% improvement from the 2023 rate
of 0.32. Additionally, our Total Recordable Injury
and Illness Rate (TRIR) which accounts for lost
time, job transfers, and minor medical
treatments remained stable at 0.63.
In 2024, there were no work-related fatalities
involving employees or contractors and no major
injuries classified as serious or life changing.
SUSTAINABILITY
SOCIAL
In 2024
Lost Time injury and illness Rate
(per 100 employees)
0.19
2023 – 0.32
41% reduction
Total Recordable Injury
and Illness Rate
(per 100 employees)
0.63
2023 – 0.63
Senior Group Injury rates
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
2019
2021
2022
2024
2020
Total Recordable Injury Illness Rate
Lost Time Injury Illness Rate
Number of Lost Time Injuries
0.44
1.69
0.32
1.09
1.17
0.32
0.38
0.93
0.63
0.32
0.63
0.19
2023
Lost Time Injury and Illness Rate (“LTIIR”), defined
as the number of work-related lost time injury and
illness cases (losing more than one complete shift)
per 100 employees.
The Total Recordable Injury Illness Rate is defined as
the number of cases of lost workdays, restricted
work activities, job transfers, medical care beyond
first aid and work-related illnesses expressed per
100 employees.
Safety initiatives in 2024
• A new behavioural safety programme
for our supervisors was rolled out.
• A new Senior Safety Standard covering
ergonomic assessments was introduced.
• Additional expert assistance was
provided to those businesses with the
most improvement opportunities.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
REPORT
Case study
SUPERVISOR BEHAVIOURAL
SAFETY PROGRAMME
In 2024, we launched a safety programme
specifically designed for our supervisory-level
employees. This initiative is built around our
Senior Safety Behaviour Standard and
delivered through face-to-face workshop
sessions at our business sites. The
programme focuses on coaching supervisors
to identify and reward positive safety
behaviours while emphasising the importance
of fostering a proactive safety culture.
Developed in Q2 2024, the programme began
rolling out in Q3, with additional workshops
planned for 2025 to further embed these
practices across our operations.
Image: Nick DeBruyne, Group Safety, trains supervisors in
Senior Mexico.
Our core Values underpin our culture
At Senior we are committed to ensuring equal
opportunities, fairness of treatment, work-life
balance, and the elimination of all forms of
discrimination in the workplace for employees
and job applicants. Senior’s leaders aim to
create a working environment in which everyone
can thrive, achieve their full potential, and
contribute to the success of Senior, and where
all decisions are based on skills and merit.
We recognise that good business decisions
are based on gathering different perspectives.
We encourage individuals to speak freely,
respecting alternative views and cultures.
Equality, diversity and inclusion
Senior promotes a culture and working
environment in which everyone can make
the best use of their skills, free from
discrimination or harassment. Our Values define
how we treat people, and in our 2024 Global
Employee Opinion Survey we saw improved
scores for all of our Values including respect and
trust. We expect employees to treat everyone
they meet in the course of business with
respect and dignity, reinforcing our commitment
to be open and straightforward with colleagues,
customers, suppliers and other stakeholders.
As well as our Vaues, the right behaviours are
reinforced in our people policies and processes,
for example, talent acquisition, succession
planning, promotions and learning and
development opportunities.
In 2024, we updated our Code of Conduct
with every employee receiving a personal copy.
The Code has specific sections explaining
how we value diversity and inclusion and
emphasising that we are committed to
preventing discrimination, harassment and
bullying. The Code of Conduct and Human
Rights policy are translated into our designated
languages, and we included a module on
Unconscious Bias in the 2024 Code of
Conduct training.
The Executive Committee and business leaders
continue to focus on providing a diverse and
inclusive workplace. Gender diversity receives
much attention in Senior, and we believe that
there remains an opportunity for further
improvement, particularly in our operating
businesses general management. To support
our objective to increase the number of women
in these operational leadership roles we have
launched a Women’s Network, creating a
steering committee to lead the network and
identifying an executive sponsor. We are
confident that the network will provide a forum
to empower individuals as it will bring women
across Senior together to discuss ideas and
shared experiences in a supportive and
productive environment, creating strong
peer-to-peer support and confidence, as well
as providing an impartial and open forum to
encourage and inspire.
The table below shows the Group’s Board of
Directors, Executive Committee and operational
senior management in 2024 by gender.
Male
Female
All employees
78%
22%
Senior managers who report
directly to the Executive
Committee
80%
20%
Executive Committee
62%
38%
Board
44%
56%
Senior is an equal opportunities employer. We
strive to reflect the diversity of the communities
we work in at all levels across our workforce.
The Board seeks to ensure a diverse workforce
that supports all employees, irrespective of age,
disability, gender reassignment, marriage and
civil partnership, race, religion or belief, gender
or sexual orientation. We will not tolerate any
form of unlawful discrimination against our
colleagues, or any third parties be they potential
employees, customers, subcontractors,
suppliers or members of the public.
In accordance with the Equality Act 2010
(Gender Pay Gap Information) Regulations 2017,
Senior publishes its Gender Pay Gap Report,
as required on the Company’s website.
Jane Johnston | Group HR Director
“At Senior we promote an
inclusive culture where
individuals can thrive. We are
committed to providing equal
opportunities for all
and value diversity.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
People and culture
In our autonomous and collaborative Business
Model, operating business leaders are
empowered and accountable for setting the
tone for their operations, guided by our Values.
In May 2024, we ran our Global Employee
Opinion Survey. We partner with Workday,
a market leading provider to run the survey
and deliver it in multiple languages. 85% of our
employees completed the survey, which for
a manufacturing business where around
two-thirds of our employees do not have ready
access to a computer, is an excellent response
rate. The survey provided a wealth of valuable
information in relation to our culture. Following
the survey, operating business leaders worked
with their HR leads to understand what they do
well and areas for improvement.
The overall engagement score increased from
7.2 in October 2022 to 7.5 in May 2024. The
survey identifies “Drivers” which are key areas
measured in the survey that drive engagement.
In 2024, the Drivers that were most improved
were Reward, Strategy, and Workload. The
scores improved in all areas other than Goal
Setting and Freedom of Opinions, which stayed
the same as the prior survey, and Environment
which showed a small decline. This decline in
the Environment score was driven by a
reduction in the score for Informal Space and
around half of our businesses have identified
working environment as an area to take further
action in 2024/25. Every operating business
developed action plans based on the survey
feedback and shared them with their teams.
In 2024, we also asked employees “How do
you feel about Senior’s Purpose which is to
‘Help engineer the transition to a sustainable
world for the benefit of all our stakeholders’?”.
In the main, our employees were positive about
Senior’s Purpose with comments such as
“I feel proud to be part of an organisation that
prioritises engineering”, “it’s inspiring to be
part of an organisation that prioritises
sustainability” and “I am proud to be part
of this”. However, it was clear that some
employees did not see themselves as
stakeholders highlighting that additional
communication around this would be beneficial.
We remain focused on recruiting and retaining
talent to sustain business resource requirements
and growth. In order to meet our short and
long-term talent requirements, we have
continued to build strong relationships with
local technical colleges, universities and
education establishments, as well as partnering
with recruitment firms. We are extending our
use of job boards and other approaches to
advertising and attracting applicants to build a
strong talent pipeline. We have completed the
roll-out of Recruit, our talent acquisition system,
to all our UK and US businesses, thereby
enhancing the candidate experience. The job
market remains competitive for certain
geographies and skills, and we have worked
hard to secure the right talent.
Talent acquisition and retention is supported by
our ongoing work to enhance our employee
proposition. Informed by our employee
engagement survey feedback, and other
feedback mechanisms, our actions are making
Senior an even more attractive place to work.
To that end many of our businesses have
actively participated in career fairs and other
activities that highlight the career opportunities
available, and on a broader level, inspiring the
engineers of the future. Examples of the steps
we have taken to enhance our employee value
proposition include flexible working, promoting
our employee assistance programmes and
introducing other support mechanisms such
as mental health first aiders. We continue to
be vigilant regarding rates of pay and the cost
of living, ensuring we are paying people fairly
for the work they do, and benchmarking pay
rates in local markets, making adjustments
if appropriate.
‘Perform’, our Performance and Development
system provides a framework for managers and
team members to discuss feedback,
performance,behaviours linked directly to our
Values, set clear objectives, both for business
and personal development and create
development plans. In order to enable
individuals to fulfil their potential, learning and
development needs are assessed during
individual performance reviews and the output
of these discussions feed into our succession
planning process. For shopfloor operations
teams, operating businesses undertake
performance reviews, primarily paper based, to
enable employees to discuss their performance,
behaviours and development plans. The
Executive Committee scrutinises succession
plans and talent pipeline, identifying successors
or interim cover for key roles across the Group.
The Executive Committee also focuses on
functional capability, for example engineering,
as well as operational leadership. The Board
reviews the succession plans for the Executive
team and their direct reports on a regular basis,
with a special emphasis on encouraging
diversity and inclusion.
Training and development remained a priority in
2024. Business leaders work with their teams
and HR to plan and design training to meet
the business needs of their operation. In our
autonomous and collaborative operating model,
operating businesses conduct their own
training needs analysis and learning and
development plans, including technical, on the
job and skills training. We continue to view the
provision of development opportunities and
training across the Group as vital to our success.
As well as partnering with external providers to
build our bench strength and support
succession planning, every operation has a
comprehensive offering of internal training.
Examples of this include training activities such
as Toolbox talks; “lunch and learns”; technical
training; operational excellence, including lean
manufacturing; as well as sponsoring individuals
undertaking external and more academically
orientated courses and training, for example
engineering degree courses.
Our leadership programme, Leading for
Excellence continues to receive positive
feedback, meeting the development needs of
our future leaders. The programme runs over six
months and is a mix of virtual and face-to-face
sessions as well as one-to-one coaching. The
programme culminates in the delegates
presenting business projects they have worked
on to hone their skills, embed their learning and
return real business benefits through delivering
a key project for their operating business.
‘Learn’, our best-in-class eLearning platform
allows individuals to self-select training as well
as being directed to specific content, for
example following a personal development
discussion. We have continued to enhance the
content in Learn. The catalogue covers areas
such as IT skills, Leadership and Management,
Project Management, Health & Wellbeing
and Communication skills, available in all our
languages. Learn also enables us to deliver our
Code of Conduct training and other compliance
training. In 2024, we launched Trade
Compliance training to US employees, two
cyber security courses, one for all IS and IT
teams and one for selected business leaders,
and an AI training course which all employees
with emails were asked to complete. We also
used the platform to launch the in-house
developed Preventing Workplace Violence
training to meet the new California legislative
requirements and, following the new duty under
the Equality Act 2010 in the UK, all UK
employees were issued with Preventing Sexual
Harassment training.
As in the Global Employee Opinion Survey at
the end of 2022, peer relationships remained a
strength in the 2024 survey with a culture where
colleagues help and support each other. We
have an open and honest culture of respect and
trust, and people value teamwork and the teams
they work in and with. Our businesses have
onboarding processes to ensure that new team
members feel welcome and well informed,
enabling them to become valued team
members, and in the opinion survey, the
engagement score for employees with less than
one year’s service was higher than the overall
Senior score. A significant proportion of learning
is on the job and our culture of sharing
knowledge and supporting colleagues remains
central to developing technical competencies in
our operations.
The culture across Senior is to build on our
successes and learn from our mistakes. We say
thank you, with our businesses holding regular
employee recognition and team building events.
As well as feedback received via the opinion
survey, we encourage open and honest
feedback with potential issues or concerns
being raised with local management. The
feedback from the survey was consistent with
this and confirms that employees believe that
people are treated fairly and that we do not
tolerate misconduct. As outlined in our Values
and Code of Conduct, we work together with
mutual trust and respect and operate with
integrity and in an ethical manner. On the rare
occasion when an employee or employees have
a concern that cannot be resolved by local
management, employees are encouraged to
raise their concerns through our third-party
whistle-blowing service, EthicsPoint. All
concerns raised are investigated and learning
points are actioned by local leadership teams
as appropriate.
SUSTAINABILITY
SOCIAL
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Employee wellbeing
Colleagues at Senior Aerospace Mexico enjoy a family day,
touring the facility and learning about the Company.
Overall engagement score
(of a max of 10)
7.5
Employee participation
85%
Senior global employee opinion survey results
Health and Wellbeing
Values
1 Safety
2 Respect & Trust
3 Integrity
4 Excellence
5 Customer Focus
6 Accountability
1 Social Wellbeing
2 Physical Wellbeing
3 Organisational
Support
4 Mental Wellbeing
Max Score: 10
1
2
3
4
5
6
Max Score: 10
1
2
3
4
Total comments
44,294
Health and Wellbeing score
(of a max of 10)
7.7
In addition to receiving feedback on how
engaged our employees feel we also asked a
series of specific Health and Wellbeing
questions in the Global Employee Opinion
Survey. The overall Health and Wellbeing score
improved by 0.2, taking it to 7.7. In all areas the
Health and Wellbeing scores improved.
However, the businesses have not been
complacent, and many have set actions to
further improve employee wellbeing. Examples
include monthly health drives, providing healthy
snacks, initiatives to improve muscular skeletal
wellness and subsidised gym memberships.
Across Senior we provide a range of wellbeing
support and education to employees as
appropriate to local needs. Many have
promoted specific health drives, for example,
menopause awareness, health checks, flu and
COVID vaccinations, and road safety education.
We have a number of individuals specially
trained to support colleagues with mental health
issues and employee assistance programmes in
many of our businesses. One of our larger
businesses has partnered with a counsellor who
attends the site on a regular basis to support
employees, as needed. Other examples of
how we support employees include offering
subscriptions to wellbeing apps, creating quiet
spaces for employees and start-of-shift exercise
stretching classes.
Financial wellness is also important for
wellbeing and businesses have provided
support in this area as well. In the UK we
continue to support employees with our
financial wellbeing service and operations have
invited benefits providers to our facilities to offer
information and answer employee’s questions.
Colleagues also enjoy participating in sports
activities, team building, sports events, and
family days such as the one held at Senior
Aerospace Mexico. During this event,
employees’ families visited our facility to
get a firsthand look at the environment,
tour the factory, interact with teams, and learn
about the processes that contribute to the
Company´s success.
We continue to launch new wellbeing content
on Learn and it goes without saying that we
remain vigilant regarding occupational health,
for example ergonomics, supported by our
Health and Safety frameworks.
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Communities
Senior’s businesses actively support local
communities by undertaking a range of
education-focused and charitable activities. Here
are some examples, to name but a few, of the
activities our businesses and employees have
undertaken to support their local communities:
A number of our businesses support local food
banks with Senior Flexonics Canada providing
freshly grown produce grown by our employees.
As well as supporting local schools with STEM
initiatives by sponsoring the STEM club,
Lymington Precision Engineering (“LPE”) again
worked with an infant school as part of the
school’s engineering week. Businesses have
hosted local trade schools and technical
colleges, providing an insight into working for
an engineering company and giving students an
opportunity to see engineering in action. Senior
Aerospace SSP supported ReIGNITE HOPE,
a charity that provides support to help
disadvantaged individuals, for example
individuals transitioning from being unhoused
and/or long-term unemployed to get into work.
SSP did this by offering placements to
individuals who received welding training from
ReIGNITE HOPE. Both Senior Aerospace
Thailand and Senior Aerospace Malaysia
employees participated in blood donation drives.
Senior Aerospace BWT participated in the
Salvation Army Toy Appeal 2024 and as a result
of employees’ generosity handed over 150 toys.
In May 2024, Senior Aerospace Jet & Ketema
helped raise funds to support Quality of Life
Programmes for Navy personnel by participating
in the Navy Bay Bridge 5K Run/Walk and in
October they participated in the 5K Walk to
End Alzheimer’s, raising funds to further the
care, support and research efforts of the
Alzheimer’s Association.
In August, Cape Town faced severe storms
and flooding, which tragically impacted some
of our employees, including the devastating
loss of their homes. In response, our team
demonstrated solidarity and compassion by
coming together to donate food, clothing,
and toiletries, providing much-needed support
to help them rebuild their lives.
In 2024, Senior Metal Bellows continued theit
participation in HEESCO’s St. Patrick’s 5K.
Thirty-two employees took part and raised
money for the charity, with two of the runners
coming first in their age groups. HESSCO
provides support and services for individuals
living with a disability, and their caregivers.
Senior Aerospace Thailand showed their
commitment to keeping fit and raising money
again with 40 runners participating in
the Pattaya Marathon.
Senior Aerospace Thailand employees participate in blood donations.
Senior Aerospace Jet & Ketema raised funds for the Alzheimer’s Association by participating in the 5K Walk to End Alzheimer’s.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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SUSTAINABILITY CONTINUED
READ MORE ABOUT:
Anti-bribery & Corruption on page 79
Agents Policy on page 79
Gifts and Hospitality Policy on page 80
Fraud Policy on page 80
Whistle-blowing on page 80
Human Rights and Modern Slavery on page 80
Sustainable Sourcing on page 80
Cyber security and data protection on page 80
International Trade Compliance on page 80
Senior’s Purpose – “We help engineer the
transition to a sustainable world for the
benefit of all our stakeholders” – articulates
our commitment to long-term value
creation for our stakeholders. We recognise
that effective governance of sustainability-
related matters is essential to ensure that
decision-making is aligned with the
Company’s overarching Purpose. Senior’s
Executive Committee is responsible for the
management of sustainability-related
matters. The Board of Directors has
oversight over such matters through regular
updates provided during the scheduled
Board meetings on the Group’s
sustainability performance and initiatives.
Uphold high standards of ethical integrity
The Senior plc Code of Conduct (the Code),
available on the Company’s website, provides
our employees and business partners with a
clear framework on which to base decisions
when conducting day-to-day business. It does
this by:
• clearly setting out the behaviour expected
of all employees and business partners;
• providing guidelines which help employees
to apply Senior’s Values; and
• enabling employees to raise a concern
or ask a question if in doubt.
The Code contains work-related scenarios,
together with a selection of questions and
answers, to help employees understand the
Code and relate it to their individual roles and
working environment. All employees are
expected to follow the Code when performing
their day-to-day duties, or where they are
representing Senior.
The 2024 Global Code of Conduct training
course contained the following modules:
• Anti-bribery;
• Unconscious Bias;
• Promoting the Reporting of Misconduct; and
• Social Engineering.
We use different methods to promote
and ensure compliance with the Code
across the Group:
• All employees are issued with a printed copy
of the Code, available in all languages
applicable to the Group employees.
• All employees must complete annual Code
of Conduct training. The Group’s completion
rate for its 2024 Code of Conduct training
can be found on page 1.
• The Group Chief Executive Officer, Group
Finance Director and other members of the
Executive Leadership team reinforce the
Code and the importance of maintaining
commitment to the highest ethical standards
during their regular visits to the Group’s
operating businesses.
• Annual control self assessments,
encompassing questions related to the Code,
are conducted across all operating businesses.
• Internal audits test compliance with sections
of the Code and the prominent display of the
Group’s whistle-blowing procedures at all
operating businesses.
• Risk assessments considering areas of the
Code are conducted at operating business
and Group levels. Through its assurance
programme, the Board is able to ensure that
employees receive mandatory training and
that the Group’s operating businesses uphold
high standards of ethical integrity. All alleged
violations or complaints are investigated, and
any remedial actions are taken as necessary.
Any fraud issues that have come to the
attention of the Director of Risk and
Assurance are discussed by the Audit
Committee, noting the cause, the actions
taken and any improvements to internal
controls implemented as a result.
Responsible taxation
Senior’s “Approach to Tax”, which can be found
on the Company’s website, is aligned with the
principles set out in the Code, which underpins
the way we go about our day-to-day business
across the Group and places integrity and ethical
behaviour at the heart of what we do. Once a
year, the Board of Directors approves the
Group’s tax strategy.
Product safety
Product quality is absolutely core in all of
Senior’s operating businesses and activities.
All of Senior’s businesses have ISO 9001
accreditation for manufacturing. The operating
businesses have additional aerospace and
automotive accreditations, dependent upon their
intended markets. Ultimate responsibility for
product quality and safety lies with the senior
manager of each business unit.
All products undergo service/safety risk
assessments, as required in Senior’s demanding
markets. Employees receive regular training on
product and service safety. All the Group’s
operating businesses have in place incident
investigation and corrective action policies and
procedures and quality testing programmes.
Product/service objectives or targets are set by
the operating businesses to meet customer
requirements and regular external product/
service safety audits are conducted, where
standards require.
ADDITIONAL RESOURCES
www.seniorplc.com/sustainability.aspx
GOVERNANCE
THE SENIOR PLC CODE OF CONDUCT
The Senior plc Code of Conduct can be found
here: www.seniorplc.com/sustainability.aspx
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our purpose
We help engineer the transition to a
sustainable world for the benefit of all
our stakeholders. We do this by:
Technology expertise
Using our technology expertise in fluid conveyance
and thermal management to provide safe and
innovative products for demanding applications
in some of the most hostile environments.
Customer transition
Enabling our customers, who operate in the
hardest-to-decarbonise sectors, to transition
to low-carbon and clean energy solutions.
Climate action
Staying at the forefront of climate disclosure
and action by ensuring our own operations achieve
our Net Zero commitments.
INVESTMENT CASE
A trusted and collaborative high
value-added engineering, manufacturing
and technology company
Experts in fluid conveyance and thermal management
technology providing custom solutions for our customers
Operating in attractive, structurally growing
end markets – aerospace & defence, land vehicle,
and power & energy
Cost competitive global footprint
Senior Operating System driving continuous
improvement and operational efficiency
Strong financial track record, with a disciplined
capital allocation approach
Cash generative business model focused
on shareholder value
SUSTAINED PROFITABLE GROWTH AND
RETURNS GENERATING ENHANCED
VALUE FOR OUR STAKEHOLDERS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
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Key sectors
Civil Aerospace
Defence
Land Vehicle
Power & Energy
Increasing passenger demand
to fly and higher air traffic
drives the need for new
and replacement aircraft.
Environmental pressures to
focus on clean technology
are ideal for Senior’s product
and technology portfolio.
Defence remains a priority for
the US and has increased in
importance for other countries
given the constantly evolving
geopolitical situation. Senior
has good content on major
programmes of record.
Demand driven by tightening
global emission control
regulations for truck,
off-highway and
passenger vehicles.
Market leader of complex fluid
systems and products used
within industrial, petrochemical
and power generation sectors.
Adjacent markets
Medical
Precision pressure
requirements needed for
both medical instrumentation
and medical implants drive
continued growth for
Senior’s technology.
Semiconductor equipment
Growth is ultimately driven
by digitisation and the greater
use of AI in a large number
of end markets. The production
of semiconductor devices
to meet this growth means
Senior’s products are in
increasing demand to support
chip production.
Medium-term fluid conveyance and thermal management financial targets
Strategy to deliver enhanced shareholder value underpinned by new medium-term financial targets
Expand Group adjusted operating
profit margins
Cash conversion*
Deliver increased returns
on capital
Achieve at least...
Double digit
>85%
15%–20%
Aerospace
At least
mid-teens
Flexonics
10%–12%
Underpinned by a strong balance sheet, with leverage at...
0.5x–1.5x
Supported by an expectation of mid-single digit organic revenue growth through the cycle
*Operating cash flow/Adjusted operating profit
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ADDITIONAL
INFORMATION
STRATEGIC
PRIORITIES
OVERALL
The following six
strategic priorities are
key elements of our
Business Model which
drive the creation of
stakeholder value.
Our progress since
these priorities were
established is shown
and they continue
to receive specific
attention and focus.
Autonomous and collaborative
business model
Focus on growth
Overview
Senior’s Business Model is one of empowering and holding
accountable our operating businesses, operating within
a clearly defined control framework. Business plans are
developed in line with the overall Group strategy. Increasing
collaboration amongst operating businesses in the Group
is a priority in order to address our customers’ needs whilst
maintaining an autonomous business structure. Business
leaders throughout Senior are actively embracing collaboration
activities. By utilising this unique differentiator, Senior in 2024
was able to showcase our competitive advantage:
• Secured a significant new nomination with a major
European Truck manufacturer for EGR tubes. Product
development is being undertaken at our design centre
in Crumlin, Wales with production at our Olomouc, the
Czech Republic and Saltillo, Mexico manufacturing
sites. This collaborative effort is ensuring we meet
the accelerated timescale for high volumes required
by our customer.
• Secured and launched a substantial programme with a
major global Engine Manufacturer to produce engine tubes
in Europe and China, through collaboration between our
Olomouc, Wuhan and Crumlin sites. Our customer had an
urgent need to re-source due to a failure in their existing
supply chain. Our collaborative approach allowed us to
start series production in a matter of months.
• Designed and built a Vacuum Jacket Hose for a Hydrogen
Combustion application for a major Aerospace OEM,
combining cross-divisional expertise in predictive
engineering, design and prototype in our Crumlin and
Canada businesses.
• We successfully entered the Chinese Off-Highway
Exhaust Flex market, winning business with major OEMs,
utilising Crumlin product design and qualification testing
expertise in collaboration with our Wuhan JV.
Medium term
We will open our new product design and development
centre in Crumlin in 2025 following investment in a new,
larger, state-of-the-art facility. Crumlin’s raison d’être is to
design and market products which are then manufactured
in multiple locations around the world. Within the new
Crumlin site we are establishing production of EV battery
thermal management plates for established commercial
vehicle applications. This will enable the launch of future
projects across our global manufacturing base.
We will develop the next generation of Thermal Management
products for cleaner Diesel & Hydrogen Combustion engines
for one of our long-standing OEM customers in the
Construction Equipment sector. This will involve design
and development in Crumlin, with production in Senior India.
Working with a major European OEM, we have developed
a Power Electronics Thermal Management solution for
a regenerative braking system for use in Rail & Truck
applications. Development, validation and testing will be
undertaken in Crumlin, with a manufacturing strategy being
provided by our Cape Town Manufacturing site.
Through collaboration across our Flexonics & Aerospace
businesses, we are working as part of a consortium to
develop a market leading thermal management system to
manage waste heat generated by an advanced Hydrogen
Fuel Cell Aerospace Propulsion System.
Governance
The Executive Committee and the Board regularly review
the organisational design of the Group to ensure it is aligned
to our strategic plan.
Overview
Senior operates in end markets with structural long-term
growth drivers. We aim to consistently outgrow our end
markets by:
• growing market share, particularly with key customers;
• focusing on technology and product innovation;
• geographical expansion; and
• exploiting adjacent opportunities organically
and through acquisition.
Aerospace
A key focus over the next five years will be to establish Senior
as a major supplier of fluid conveyance standards-compliant
highly engineered parts including fittings, flanges, clamps
and couplings. There is significant demand for these products
from our existing customer base. The acquisition of Spencer
Aerospace in late 2022 was a key element of this strategy
and we have also been investing organically in new
capabilities at our Aerospace businesses in the UK and
France which has directly led to new customer awards.
Flexonics
Many of Flexonics’ products are focused on helping
customers transition to more sustainable solutions in hard
to decarbonise sectors.
For example, in our land vehicle segments, improved
efficiency of our current product offering supports our
customers’ need to meet their carbon reduction targets
in the near term. Additionally, we have partnered with
customers in the development of new propulsion
technologies and are well positioned to participate in this
critical transition through our thermal management and
fluid conveyance knowledge, skills and expertise.
Medium term
Given Senior’s aim to broaden end market exposure over
the medium term, we will continue to grow in the maturing
Advanced Air Mobility market, while keeping close attention
to other markets such as emerging military technologies
and decarbonised propulsion.
Moving forward, our investments in innovation will enable us
to target other growth areas in energy production, such as
back-up energy storage and nuclear. Our products are enablers
to the efficient operation of fuel cells and electrolysers, which
are key parts of the evolving hydrogen market and energy
storage market. Our technology also facilitates the introduction
of small modular reactors, which use passive thermal solutions
to ensure safe operating temperature.
We also see an increasing need for our products in other
markets where demographics and AI will drive growth,
such as Medical and Semi-Conductor. We have strong
customer relationships managed collaboratively within
Flexonics and more broadly across Senior into these
ever-growing markets, and we see them as areas of
continued growth in the near term.
Governance
Growth opportunities are regularly reviewed by the Executive
Committee and Board. The Technology Council is in place
under the chairmanship of the Executive VP, Strategy, and
progress on strategic technology and product developments
are regularly presented to, and discussed by, the Executive
Committee and the Board. The long-term strategic growth
plan is evaluated at the annual Board Strategy Review and
monitored continuously.
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STRATEGIC
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Considered and effective
capital deployment
High performance
operating model
Competitive cost
country strategy
Talent and
development
Overview
Senior understands the importance of
considered and effective capital
deployment in the interest of
maximising the creation of shareholder
value. All significant investments and
portfolio changes, including M&A
and Prune to Grow, undertaken by
Senior are assessed using a rigorous
investment appraisal process and
are supported by a business case.
In 2024, we maintained our pricing
and return on capital discipline when
negotiating contracts and assessing
investments. Key investment
approvals include:
• Investing in a new, larger,
state-of-the-art facility for our
product design and development
centre in Crumlin, including
investment in setting up production
of EV battery thermal management
plates for established commercial
vehicle applications. This will enable
the launch of future projects across
our global manufacturing base.
• Doubling the capacity of our
Olomouc, Czech Republic facility,
having won new contracts with
European truck and passenger
vehicles OEMs to supply EGR and
engine tubes for multiple platforms.
We propose to grow the dividend in
respect of the full year (total paid and
proposed) by 4%.
We continued to actively manage the
portfolio by reviewing our operating
businesses and evaluating them in
terms of strategic fit within the Group.
Medium term
Senior understands the importance
of considered and effective capital
deployment in the interest of
maximising the creation of shareholder
value. All significant investments
undertaken by Senior are assessed
using a rigorous investment appraisal
process and are supported by
a business case.
The Group is highly focused on
delivering excellent overall return on
capital employed which is well in
excess of the Group’s cost of capital.
We aim to continue to increase the
Group’s ROCE and to drive working
capital efficiencies at all operations
in the medium term.
Governance
The Board regularly reviews the
Group’s portfolio to ensure that
long-term value is being generated for
shareholders. Where appropriate,
divestments will be considered. M&A
opportunities are evaluated and
discussed at each meeting of the M&A
Committee, as appropriate, and the
overall M&A and Prune To Grow
divestment strategies are reviewed at
the Board Strategy Review. Active
projects are also discussed at each
Board meeting as appropriate.
Overview
Senior strives for excellence through
a high-performance operating model,
drawing on the many world-class
practices from across the Group.
The key elements include:
• the Senior Operating System (SOS):
an operational toolkit incorporating
best practice processes such as
lean and continuous improvement
techniques, supplier management,
new product introduction, 5/6S
methodology, factory visual
management systems, and risk
and financial management;
• a comprehensive business review
process utilising a balanced
scorecard incorporating KPIs with
a focus on performance, growth,
operational excellence and talent
development; and
• clear processes for developing
strategy, ensuring top-down and
bottom-up alignment, considering
inorganic investments and managing
M&A transactions.
Throughout the year we have
continued to conduct multiple lean
events in both divisions, always with
continuing focus on cycle time
reduction and cost reduction, together
with continued targeted inventory
improvement workshops. Following a
retirement, we have recruited a new
Senior Vice President for Operational
Excellence who is actively engaged in
driving best practices across our
operations, working hand in hand with
the lean champions in our operating
businesses. Continued to drive Kaizen
events in both divisions, aimed at
inventory management, cycle time
reduction and cost reduction. We have
also rolled out formal A3 thinking
training across the business and hosted
monthly meetings of the Aerospace
Lean Council to foster collaboration
and share best practices.
Medium term
Moving forward we aim to
strengthen and develop the SOS
in the following areas:
• Inventory Reduction: Focus on
inventory reduction through
strategy deployment, A3 thinking,
and Kaizen events.
• Strategic Plan Deployment: Cascade
the strategic plan throughout the
organisation by deploying and
executing the X-Matrix and continue
embedding A3 thinking deeper into
the organisation.
• Reinvigorate the Operating System:
Introduce a formal roadmap
for continuous improvement
success and conduct a cultural
maturity assessment.
• Kaizen events: Increase both
the pace and quality of Kaizen
events across all sites.
Governance
Our Vice President of Operational
Excellence chairs the Aerospace
Lean Council on a monthly basis.
The Executive Committee reviews
operational performance and the
Group CEO reports progress to the
Board at every Board meeting.
Overview
Senior’s global footprint ensures that
our operating businesses stay
competitive at both a capability and
cost level. Key investments have been
made in Thailand, Malaysia, China,
India, Mexico, South Africa, and the
Czech Republic to help ensure we
meet our customers’ cost and price
challenges whilst enhancing returns on
investment. We have established
increasingly sophisticated capabilities
in these competitive cost countries and
optimised production capacity to align
with growing demand.
Over the last year, we won new
business and launched production
programmes in India, China, Czech
Republic and Cape Town. We
continued the transfer of fluid
conveyance products to our Saltillo
aerospace manufacturing site from
California for cost and capacity
reasons: this will continue in 2025.
In India we will open a new factory
(while exiting an older, smaller facility)
that will provide much needed
additional capacity to meet higher
demand from new business awards.
Medium term
Looking to the future we aim to
extend this model further, with sites
such as Cape Town in South Africa
not just serving the local market but
increasingly working with other
businesses to serve customers across
Europe and potentially in the US.
Our cost competitive locations will
continue to play a key role in meeting
our customers’ global requirements
while providing attractive returns
for shareholders.
Governance
The Executive Committee conducts
quarterly Business Reviews of all
operations. The Group Chief Executive
Officer and Group Finance Director
report and discuss progress at each
Board meeting. The overall progress
of the competitive cost country
strategy is reviewed at the Board
Strategy Review on a regular basis.
Overview
Senior has a highly skilled workforce,
experienced entrepreneurial business
leaders and functional experts. We aim
to attract and develop talent, supporting
employees with online tools to enable
personal and skills development as well
as comprehensive technical and
operational training. The Group has a
strong focus on diversity and inclusion
across the business including on our
Board and Executive team.
Attracting, retaining and developing
talent remains key and we have
embedded processes and systems
to help achieve this. This includes:
• global succession planning process;
• online talent acquisition system in
the UK and US with future plans to
roll out globally;
• Perform, our global Performance
and Development system;
• Learn, our global online learning
platform; and
• Senior Employee Opinion Survey,
now run annually, which enables us
to look at populations of employees
such as Engineering to ensure that
they are engaged and motivated.
Medium term
Our operating businesses focus on
developing engineering talent to
support our strategic plans. To that end,
we collaborate with universities and
technology colleges and other relevant
organisations. Individuals are supported
with training such as Masters degrees
as well as apprenticeships and
certifications. Looking forward we
plan to enhance our training
programmes and provide career paths
for key functional areas such as research
and development engineers.
To help achieve our growth targets we
will invest in business development
and design and applications
engineering talent, in particular these
teams will be focused on utilising their
skills and knowledge in order to
develop products for new markets.
Senior operates a number of
successful apprentice schemes, or
equivalent, which is a proven route for
successfully developing careers within
Senior. Our annual succession planning
process enables us to identify talent
and ensure we have appropriate plans
for every key role in the Company.
Governance
The Executive Committee conducts
an extensive review of operating
businesses’ leadership succession
plans. As stated above, the review
scrutinises our talent pipeline,
identifying successors or interim cover
for key roles across our businesses.
Appropriate development plans are
in place and recorded in Perform,
our performance management system,
to enable individuals to fulfil their
potential. The Board formally reviews
the succession plans for the Executive
team bi-annually and their direct
reports on an annual basis.
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
TECHNOLOGY
Fluid conveyance and thermal management
Case study
HYDROGEN
As previously mentioned, hydrogen
usage is often managed at very high
pressure. At our Senior Flexonics
Kassel business in Germany, our fluid
conveyance hose technology has
been significantly enhanced to endure
pressures of over 1000 times that
of the atmosphere. Products in current
mainstream series production are
already capable of 300 times
atmospheric pressure however – in many
applications – this is not sufficient to
cater for conveying gaseous hydrogen.
Working from today’s known technology,
the core components of the hose have
been significantly adapted to endure the
higher pressure. A number of design
iterations had been investigated with the
final design concept undergoing rigorous
material and pressure test validation.
The design solution, which is capable of
enduring up to 750 times atmospheric
pressure – with safety factor on top – has
fully completed the validation process
and achieved accreditation through the
well respected and recognised body TÜV
SÜD. Orders have already been secured
for the product and have been supplied
to a number of customers who are
needing to either store, transport or
dispense gaseous hydrogen.
The further enhanced design solution
capable of enduring more than 1000
times that of atmospheric pressure – still
with a safety factor – is currently midway
through the validation process which will
continue throughout the course of 2025.
This product will also go through the
same accreditation process.
Our hydrogen hoses have been designed to withstand
750 times atmospheric pressure.
Our technology themes
Within both Aerospace and Flexonics
Divisions our core technologies are fluid
conveyance and thermal management
components or systems. Legislation is driving
reduced emissions with the ultimate end goal
of achieving net zero, and so to meet
changing customer requirements we
have responded by evolving our current
products as well as developing IP-rich,
innovative technologies.
In order to de-carbonise, the land vehicle
market is set to rely heavily on electrification,
and this in turn leads to a significant
requirement for battery cooling. Our fluid
conveyance products and systems route the
coolant from the reservoir to where it is
needed at the battery. Our design engineers
work with the customer to ensure criteria
such as package space, weight and durability
targets are met. In some instances – we are
currently working with a major European
truck OEM – the geometry can become
incredibly complex, but this is not an issue
as our highly automated manufacturing
processes such as the one at our Senior
Flexonics Olomouc business in the Czech
Republic are able to adapt and deliver
a world class quality product.
One of the headwinds facing the adoption
of electric vehicles is the availability of
electricity generated from green renewal
sources. In this area Senior Flexonics Pathway
is supporting a company called Malta with
their highly innovative energy storage system
which converts electricity to thermal energy
then storing it using molten salt ready for
re-converting back to electricity when
demand requires. Senior Pathway are
supplying expansion joints which alleviate
the stresses within the system caused by the
thermal loading. Product has been supplied,
and evaluation trials are being conducted.
In all markets, hydrogen is set to play a key
role in how we get to net zero. Whether it be
in gaseous or liquid state, our products are
being enhanced to convey this matter safely.
Our Senior Aerospace Calorstat business in
France is leading the way in the development
and supply of bellows that will support the
use of liquid hydrogen at a cryogenic
temperature of -253 deg C. Working closely
with a major aerospace OEM, this work
requires investigating new material options
and pioneering techniques to allow the
welding of two fundamentally different
materials to achieve cryogenic operation.
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Case study
HEAT EXCHANGERS
In terms of thermal management, another
example of Senior breaking new ground
is the heat exchanger product we are
developing for a major power
management OEM. As part of a US
Department of Energy project and in
collaboration with Purdue University, the
OEM will use their compressor
technology to extend the life of the
hydrogen fuel cell system, which drives
a requirement for an Air-to Air Recuperator
to achieve this. Using bend-a-flex
technology inside a Shell and Tube
configuration, our Senior Flexonics Bartlett
business in Chicago, IL. has developed
an IP rich heat exchanger to meet the
performance needs. At 36 litres capacity
and approximately 5 times larger than any
similar design in current production, our
core technology is proving suitably
scalable to meet the required needs.
The product has been successfully
manufactured at prototype volumes.
An extensive performance and durability
testing program at Senior is already
underway. Samples have also been
delivered to the OEM with system trials to
be conducted during the course of 2025.
Our IP-rich heat exchanger extends the in-service life
of hydrogen fuel cell systems.
Thermal Management
Group revenue by technology theme
28%
Structures
Complex Machining and
Manufacturing Know-How:
Process IP
72%
Fluid Conveyance
& Thermal Management
Product and System Design
& Manufacturing IP
The usage of hydrogen creates many
engineering challenges including
management of cryogenic temperatures and
very high pressures. To meet the needs of the
Heavy Duty Truck market utilising hydrogen
internal combustion powertrain technology,
at our Senior Flexonics Crumlin research
centre in the UK we are currently developing
a heat exchanger that will withstand up to
400 times atmospheric pressure plus an
additional safety factor. Having been evolved
from current know-how, the design concept
has now been completed and is ready to
go into prototype sample production.
Thereafter, an extensive testing and validation
programme will be undertaken eventually
culminating in accreditation by the relevant
bodies. To ensure weight, package space
and performance targets are met, Senior is
working closely with the relevant Heavy Duty
Truck OEM. Serial production is anticipated by
2030 and to reach mature annual volumes by
the middle of the next decade.
Not only hydrogen but electrification
challenges require us to evolve our thermal
management capabilities. During the course
of 2024, cooling plate design and
manufacturing processes have been further
developed. The use of thinner gauge
materials is being adopted, allowing us to
achieve ever more complex geometrical
shapes and profiles, and in turn to achieve
higher levels of heat transfer efficiency.
End user applications are becoming more
diverse, with our expertise being widely
adopted in the land vehicle market from
motorcycles to buses and trucks with the
latter requiring dimensionally larger scale
cooling plates. As we increase our customer
portfolio and annual production volumes of
the cooling plates – at our new facility in
Senior Flexonics, Crumlin – investment is
being made in the form a semi-continuous
brazing line.
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Underlying technologies
Case study
OPTIMIZING AEROSPACE
HOT FORMING
Our Senior Aerospace Thermal
Engineering business in the UK, using
Autoform Metal Forming simulation
software, have developed the capability
to predict material behaviour digitally
during both cold and hot sheet metal
forming processes.
Work to refine our modelling parameters
and material characteristic data over
recent years is now reaping benefits
following multiple work package awards
providing confidence to customers that
our forming process will yield conforming
parts. Through the last year, Senior
Aerospace Thermal Engineering has
proven several ‘right first time’ tool
try-outs. Traditionally, multiple iterations
are required to perfect the press tool,
blank size and press operating
parameters. The new simulation process
has reduced New Product Introduction
lead-times by up to 8 weeks and,
significantly, provides inputs to the
customer’s design which means Senior
Aerospace Thermal Engineering will be
able to manufacture defect-free parts
without the need for expensive dressing,
trimming or corrections.
Vacuum Jacketed Hose
Lead times for complex product introductions have been
significantly reduced using simulation software.
To store more hydrogen for any given volume
of space, the gas is compressed to a liquid
form resulting in a temperature of -253 deg C.
When liquid hydrogen is being transferred from
one place to another it must remain at this
temperature to stay in liquid form. Our Senior
Flexonics businesses in Canada and Germany
have flexible hoses that are dual wall with both
a vacuum and insulating material between the
two walls of the hose. Known as a Vacuum
Jacketed Hose, these features ensure that any
matter passing through the hose will maintain
the same temperature from inlet to outlet. The
underlying technology has been adapted and
enhanced to meet the needs of hydrogen.
Among the customers we are collaborating
with is a major engine supplier who in
mid-2025 will run a hydrogen fuelled turbo-fan
demonstrator engine at NASA’s Stennis Space
Centre. This groundbreaking demonstrator is
based on an existing engine, modified to
combust hydrogen fuel, which includes the
Senior Vacuum Jacketed Hose.
With input and support from Senior, the
customer developed the technical specification.
Senior then employed its know-how and
experience from a number of sites – to
generate a design solution. Working
collaboratively, our Senior Aerospace Bird
Bellows, Senior Flexonics Crumlin and Senior
Flexonics Canada businesses are undertaking
the initial design, feasibility study, extensive
durability simulation, testing and manufacture
to deliver the product on time. Throughout the
test schedule of the demonstrator programme,
the component will undergo a number of
differing input loads such as extreme
temperatures, varying pressures and alternating
engine vibrations all of which have to be taken
into account when initially designing the
product. We will then simulate based on our
Finite Element Analysis modelling software
to ensure the component is fit for purpose.
The hydrogen demonstrator engine
programme will have a further phase requiring
additional technology. For Senior, this has
several implications and challenges among
them being the requirement for a leak
detection system. The safety critical nature of
this product means leak detection is crucial a
must but at present no suitable system exists.
Senior is actively engaging with Aerospace
Technology Institute (ATI) in the UK who – in
order to support their Fly Zero project – have
a number of open funding calls. Senior will
collaborate with partners who have the
appropriate expertise to create a leak
In support of our core technology themes,
Senior continues to progress innovation
throughout our product development
and manufacturing lifecycle.
Ongoing engagement through our company-
wide Technology Council ensures that these
technologies are collaboratively promoted
and developed across the Group to ensure
that we provide safe and innovative products for
applications in the most hostile environments.
detection system potentially with ATI
funding support.
The Vacuum Jacket Hose design is also very
flexible. At our Senior Aerospace Ermeto
business in France we are developing dual
wall vacuum jacket rigid pipes and
associated dual wall connectors. This will
allow Senior to provide the customer with
a complete dual wall vacuum jacketed fluid
conveyance system comprising a continuous
route of rigid and flexible sections to carry
the liquid hydrogen to where it is needed.
Other hydrogen products or projects
We have previously detailed how we are
adapting our technology or innovating
products to meet the storage or usage
needs of hydrogen. Beyond this, there is
content for Senior throughout the value chain
including in the manufacture of green
hydrogen through the process of electrolysis.
The electrolysers used in this process
require both thermal management and fluid
conveyance products and through
collaboration between our Senior Flexonics
Bartlett and Senior Flexonics Canada
businesses we can now offer Pipe Spooling
fluid conveyance components, which carry
hydrogen through all areas of the electrolyser
unit. Our highly skilled manual welding
expertise has been developed in order to
meet the stringent tolerances required by
the electrolyser manufacturers.
Whilst the need for green hydrogen and its
usage in the maritime and land vehicle
sectors is now a very real prospect, its
usage in the aerospace sector – particularly
via fuel cells - is much longer term.
However, in order to overcome feasibility
challenges and gain the relevant flight
certification in readiness for 2050, work to
support the aerospace market needs is
being initiated now.
There are several consortia led projects
running within Europe which are targeting
single-aisle narrow-body flight using
hydrogen fuel cells. Senior is a member of
the Dutch Government funded Hydrogen
Aircraft Powertrain and Storage System
(HAPSS) consortium not only responsible for
delivery of the thermal management system
but also participating in the project steering
committee. This project is truly pioneering,
it will push boundaries and take our fluid
conveyance and thermal management
technical know-how to new levels aiming for
revolutionary zero emissions regional flight.
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TECHNOLOGY CONTINUED
Case study
METALLIC ADDITIVE
MANUFACTURING FOR
AERO ENGINES
Our Advanced Additive Manufacturing
Centre at Senior Aerospace SSP in
Burbank, CA is engaged with a major aero
engine OEM for the supply of a variety
of 3D printed metallic helicopter engine
components. Owing to acute supply-chain
delivery and cost challenges, our
customer wanted to qualify a new
supply-chain and manufacturing process.
In some cases, our additive manufacturing
process eliminates 12-month casting
lead-times, providing a more agile
response operationally and will also
deliver important unit cost savings to the
customer. During 2025, after a 3-year
journey in which prototype parts have
been supplied, we will receive material
qualification to enable serial production
to begin in early 2026, displacing the
incumbent supply-chain. Our NADCAP
approved additive manufacturing facility
has a very high level of vertical integration
leading to the highest quality service
and responsiveness to support customer
programmes. The products are engine
structures and ducts on existing helicopter
platforms enabling Senior to benefit from
production rate volumes immediately.
Additive Manufacturing
Additive manufacturing delivers lower cost, less
weight and a shorter development time for complex
aero-engine components.
Our focus on investigating new manufacturing
processes as well as new products has
continued. A key advancement in recent years
is additive manufacturing. Senior has invested
in this technology area and now has two
centres of excellence – at our Senior
Aerospace SSP business in California and at
our Senior Aerospace BWT business in the
UK. SSP are focused on metallic structures
whilst BWT composite thermo-plastic.
The key advantages of additive manufacturing
are zero tooling cost, short manufacturing
lead times and almost limitless design
complexity – the process is ideal for prototype
or annual low volume rates. Taking advantage
of this, at Senior Aerospace SSP, we are
working with a number of the Aerospace
OEMs and have supplied components such as
complex ducting, brackets and struts. Being a
full-service supplier our team of engineers will
not only design and manufacture the product
but also will have the facilities and expertise to
complete the testing and validation followed
by microstructure characterisation with
powder and chemical analysis. Our business
Senior Aerospace SSP is one of the very few
additive manufacturing companies worldwide
to have gained NADCAP accreditation.
Meanwhile Senior Aerospace BWT is
leveraging its additive manufacturing
capabilities to replace traditional metallic
components used in ultra-light-weight
low-pressure ducts with advanced
alternatives. Thermoplastics are particularly
suited for aerospace applications due to their
exceptional strength-to-weight ratio, heat
resistance, and chemical stability. Our fully
aerospace-qualified process is already
delivering thousands of flight-ready
components, demonstrating its reliability
and efficiency. This innovative approach
helps our customers save costs while
ensuring exceptional quality with every part
we produce. Our highly dependable process
maintains perfect precision and consistency
while significantly reducing lead times,
enabling us to offer our customers superior
products faster and more efficiently.
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
STAKEHOLDER ENGAGEMENT
Senior’s engagement with stakeholders is a continuous process
with the full involvement of our Board and Executive Leadership team.
Our stakeholders are people, communities
and organisations with an interest or concern in
our Purpose, strategy, operations, and actions.
Senior engages with five key groups – our
employees, customers, suppliers, shareholders,
and communities. By engaging and collaborating
with our stakeholders we can ensure our
business delivers long-term sustainable value.
Our Business Model lists our stakeholders
alongside the environment. We protect the
environment through our sustainability
framework as outlined in the sustainability
section on pages 12 to 31.
Our stakeholders
CONTINUOUS
STAKEHOLDER
ENGAGEMENT
Career development opportunities
Employees
The calibre and capabilities of the people within the Group
drive our success and we recognise the importance of
attracting the best talent into the business and retaining and
developing individuals to enable them to do their best work.
Read more on page 41
Skills, loyalty and value creation
Safe and high performance products
Customers
Our core Value of “Customer Focus” firmly establishes
that we put our customer at the heart of everything we do.
Read more on page 42
Trust and long-lasting relationships
Respectful relationships and supply
chain stability
Suppliers
Constructive engagement with suppliers sets fair
expectations on safety, quality, ethical behaviour,
commercial terms and delivery performance.
Read more on page 43
Safe, high quality, ethical and cost-
effective suppliers
Sustainable growth in operating profit,
cash flow and shareholder value
Shareholders
Senior engages regularly with our investors to ensure
our priorities are aligned on strategy, capital deployment,
sustainability goals and value creation.
Read more on page 44
Investment and valuable feedback
Local support and value creation
Communities
We recognise our responsibility to the communities
in which we operate.
Read more on page 45
Talent for recruitment and sense of
community
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How we engage
We continue to place a strong emphasis on
employee engagement with open lines of
communication and encouraging a culture of
feedback. To that end, in May 2024, we invited
all our employees to participate in our Global
Employee Opinion Survey. 85% of our
employees completed the survey which is an
excellent result considering that approximately
60% of our employees do not have ready
access to business emails. We were pleased by
the participation level as this is a sign of positive
engagement, and that we have created a culture
where employees are happy to provide
feedback. Following the survey, business
leaders and HR teams analysed the results
for their operation and worked with colleagues
to develop action plans for their areas of
responsibility. Every operating business
communicated the results to their employees
and shared action plans. In the 2024 survey, we
asked for feedback on our Purpose – “How do
you feel about Senior’s Purpose which is to
‘Help engineer the transition to a sustainable
world for the benefit of all our stakeholders’?”.
This provided us with additional insights, and in
the main employees are supportive and think
the Purpose makes sense, with comments such
as feeling proud to be part of an organisation
that prioritises sustainability, that the Purpose
is impactful, and that Senior is doing a great job
engineering new solutions to problems. One
valuable piece of feedback was that in relation
to the Purpose, some employees did not view
themselves as stakeholders, an area for us to
provide further communication on. See People
and Culture on page 28 for further information
on the engagement survey.
While the Employee Opinion Survey is
a valuable tool in assessing employee
engagement, our operations recognise the
importance of maintaining lines of
communication and making sure employees
have the appropriate mechanisms in place for
making suggestions and raising concerns, both
formally and informally. Business leaders
continued their regular cadences of holding
face-to-face, all-hands briefings and team
meetings. As in previous years, the Executive
Leadership team visited operating businesses
for our annual “Employee Roadshows”.
The Roadshows provide an opportunity for
members of the Executive Committee to
present Senior’s business strategy and
performance, health & safety, sustainability,
cybersecurity and employee survey feedback.
Operating business leaders also present
information related to their individual business,
for example their local business strategy,
business performance metrics, product
development and customer wins. During the
sessions employees are encouraged to ask
questions, raise concerns and provide feedback.
Operating businesses also utilised other
methodologies to engage with employees
face-to-face such as team meetings, question
and answer sessions, skip level meetings and
employee focus groups. We also used tried and
tested methods like newsletters and meeting
with employee representative bodies such as
works councils and unions, and increased our
use of technology, for example employee apps
and TV information screens. In 2024, a number
of our businesses launched or enhanced
employee apps which are particularly useful in
providing information to employees who do not
have easy access to a company computer.
Mary Waldner, the non-executive Director for
employee engagement and Jane Johnston,
Group HR Director have continued their
programme of face-to-face focus groups.
In addition, Mary has met delegates from our
Leading for Excellence group development
programme, met leadership teams when
visiting sites and joined the monthly global
HR calls in June.
Outcome of engagement
All our operating businesses communicated the
outcome of the Employee Opinion Survey to
their teams and developed action plans as a
result of the feedback. The survey provides
valuable insights at an operating business level
allowing leaders, in our collaborative and
autonomous model, to develop meaningful
actions for their operations.
The employee engagement score improved
from 7.2 in the prior survey in October 2022 to
7.5 in June 2024, and we have received positive
feedback on many of the actions taken by the
operations as a result of the 2022 and 2024
survey feedback. We remain focused on
communicating the actions we have taken
and the impact of those actions – “You said,
we did”. In addition, we have seen an ongoing
trend of improvements in employee turnover.
Company actions responding
to engagement outcome
Management-level actions
Operating business action plans were developed
following the 2024 Global Employee Opinion
Survey. The Executive Committee monitors
performance and receives regular updates
regarding employee engagement actions and
progress against the plans throughout the year
via our formal business review process. There
has been a notable improvement from previous
surveys in how operating business leaders
communicate their strategy to their teams as
this is no longer indicated as an area for
improvement. However, business leaders will
continue to focus on communicating their
strategy and mission to their teams and thereby
enabling people to feel inspired and connected
to business challenges and achievements.
The next Global Employee Opinion Survey will
be in May 2025.
Following every focus group, the Group HR
Director provides feedback to the operating
business leader and HR lead, linking it to the
Employee Opinion Survey feedback and making
recommendations for areas of improvement
and/or further investigation. The operating
business leaders implement actions as
appropriate including explaining why something
cannot be actioned.
Board-level actions
As referenced above, Mary Waldner engaged
with employees in a number of ways throughout
the year. These interactions provided Mary with
an opportunity to understand more about
Senior’s culture, and in relation to the HR calls,
to gain a better understanding regarding the
people priorities being worked on around the
Group. The focus groups and other interactions
afford an opportunity to engage directly with a
cross section of employees, allowing them to
ask questions and provide feedback. As always,
all the discussions were positive, enthusiastic
and interactive.
The Board reviewed the 2024 Global Employee
Opinion Survey action plans and received
regular updates on employee engagement
from Jane Johnston, the Group HR Director
and Mary Waldner, who spent time conducting
a more in-depth review into the survey data
points and feedback.
Employees
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FINANCIAL
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ADDITIONAL
INFORMATION
Case study
SENIOR AEROSPACE UPECA AND DHL CONTRIBUTE
TO MORE SUSTAINABLE AIR FREIGHT WITH SAF
Senior Aerospace UPECA signed an
agreement with DHL Express for the use of
the GoGreen Plus service. The partnership
enables UPECA to invest in sustainable
aviation fuel (SAF) to drive up to 30 percent
reduction in carbon emissions associated with
their time-definite international shipments.
GoGreen Plus currently stands as the sole
solution within the global express logistics
sector that allows customers to leverage SAF
towards their Scope 3 footprint, which refers
to the indirect release of greenhouse gases
within a company’s supply chain activities.
Made from alternative raw materials such as
used cooking oil, waste, and hydrogen, SAF
cuts around 80 percent of lifecycle carbon
emissions from air transport compared to
conventional jet fuel.
UPECA’s subscription to GoGreen Plus
applies across its overseas trade lanes,
encompassing key markets in Europe and
North America. It comes amidst a report by
the International Energy Agency that aviation
has grown faster in recent decades than rail,
road, and sea transport as a source of
worldwide CO2e emissions1. The trend
emphasises the urgency for the upscale and
uptake of SAF in order to meet the
International Air Transport Association (IATA)
target of comprising 50 percent of global
aviation fuel consumption by 2050.
“At UPECA, we believe SAF is one of the
most promising means of decarbonising
long-haul flight,” said Kavan Jeet Singh,
Chief Executive Officer of UPECA.
“Ready for deployment in existing aircraft,
it complements intensive efforts to transform
aviation into a post-carbon industry. We are
delighted to join DHL Express in helping
contribute to a commercially-viable market
for such renewable energies.”
“SAF is an important lever for achieving
cleaner air mobility, but there remains
progress to be made on the production
and adoption fronts. Having UPECA onboard
demonstrates an increasing shift among
businesses to explore innovative pathways
for a green transition in their operations.
These collaborations are essential as we
continue to promote SAF accessibility and
affordability at the pace needed to address
current climate challenges,” said Julian Neo,
Managing Director of DHL Express Malaysia
and Brunei.
¹ International Energy Agency, 12 July 2023.
‘Tracking Clean Energy Progress 2023’
How we engage
Across Senior, we continue our ongoing
dialogue with our customers, including at an
operating business, Division, Group and senior
management level. Our division-level Customer
Relationship Managers and Global Marketing
Teams, in place in Europe, the UK, and the USA,
interact with and support all levels of our largest
customers. This process ensures that we
monitor and understand the fundamental
dynamics impacting our businesses and their
end markets. Our ability to have regular and
cross-functional insights allows us to respond
appropriately when issues arise and to quickly
capitalise on opportunities across the whole
Group. These interactions provide the
information necessary for Senior to develop
strategies that link up with our customers’
advanced engineering teams to improve costs,
efficiency, and the achievement of their
sustainability goals, including the transition to
a low-carbon economy, their new competitive
offerings to the marketplace, and mutual
investments in research and technology.
Feedback is actively sought from our customers
via frequent interactions between our operating
business’s customer account and business
development teams. This involves monthly
reporting of activities and monitoring of
our Key Performance Indicators (KPI) and
customer scorecards across Senior’s operating
businesses. Whilst Senior regularly receives
customer awards for operational excellence,
in those cases where our performance falls
short of expectations, we actively engage with
the customer to agree improvement targets,
implementation schedules, resource dedication,
and executive involvement.
We continued to conduct regular senior
management meetings, including at CEO level,
with our major customers in 2024. These
interactions centred around ensuring
commercial terms reflect current day pricing,
supply chain and labour issues, operational
metrics, communications, growth strategies,
and market dynamics. These executive-level
meetings formed a vital part of our ongoing
relationship management and helped to clarify
and focus our mutual activities towards driving
success for both Senior and its customers.
Customers
STAKEHOLDER ENGAGEMENT CONTINUED
Outcome of engagement
Remaining close to both our Aerospace and
Flexonics customers has helped to position
Senior as a valued and trusted supply partner.
We have worked in collaboration with customers
to support their production and development
programmes to the maximum extent possible,
particularly in relation to clean energy solutions
and technology development.
Company actions responding
to engagement outcome
Management-level actions
Our close collaboration with customers on their
programme/market issues and opportunities
provides valuable insight to Senior, helping to
inform our future technology, product
development, and innovation investments and
activities. This partnership approach enables
Senior to remain a healthy, vibrant, and reliable
supplier in all the industries we operate in.
Board-level actions
Our Board receives detailed monthly updates
relating to customer activities, both current
programmes and new work we are bidding on.
During Board site visits detailed discussions take
place with operating business management
regarding the performance for our customers.
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How we engage
We engage with our suppliers in a variety
of ways, including during tender and bid
processes, scheduled status updates, on-site
visits and audits where appropriate. Supply
chain constraints continued to ease in 2024
but the Group remained focused on managing
stubborn pockets of supply volatility caused by
material shortages and labour disruption through
bilateral, collaborative communication and close
co-ordination with suppliers regarding lead
times, demand changes, transportation options
and other sources of volatility. 2024 also
resulted in a moderation of inflation rates in
many of the regions in which the Group
operates and as a result, we recommenced
discussions with key suppliers regarding
potential cost reductions as part of our
ongoing strategic review of supplier price
competitiveness. The Executive Committee
continues to closely monitor the health and
performance of critical Group suppliers and
supports the operating businesses in their
engagement with suppliers where necessary.
In line with our Contract Review Policy, which
is mandatory for all operating businesses, we
continue to communicate the requirements of
the Group’s Sustainable Sourcing Policy to key
suppliers and provide feedback to our suppliers
on their performance and, where necessary,
will agree improvement action plans.
The Group also completes bi-annual reporting
pursuant to The Reporting on Payment
Practices and Performance Regulations (2017),
demonstrating our commitment to remain
a strong financial partner with our suppliers.
For Scope 3 Greenhouse Gas emissions, Senior
has a commitment that 82% of its suppliers by
spend, covering purchased goods and services
and capital goods, will have Science Based
Targets by 2025.
Outcome of engagement
During 2024, our collaboration with suppliers
enabled the operating businesses to continue
to mitigate residual supply chain volatility
through lead time management, order flexibility
and other cooperative solutions. We also
benefited from lower costs on certain material
and component inputs resulting from successful
price reduction negotiations with suppliers.
As part of CDP’s supply chain engagement
programme, we identified and engaged with
over 300 suppliers in 2024, reinforcing our
commitment to driving sustainability throughout
our value chain. Additionally, we initiated an
analysis of carbon reduction commitments
among suppliers not yet participating in the
CDP process.
Our combined efforts through CDP engagement
and ongoing analysis have so far revealed that 91
of our key suppliers have already set carbon
reduction targets. To support those yet to embark
on this journey, we have developed a simple
carbon target tool aligned with the principles of
science-based targets. This tool provides practical
guidance to help suppliers establish and
implement their carbon reduction goals.
Senior’s leadership in supplier engagement
has been recognised with the highest CDP
leadership status for supplier engagement in
both 2022 and 2023. Building on this foundation,
we will continue advancing this programme
in 2025, ensuring we drive impactful
and collaborative climate action across
our supply chain.
Company actions responding
to engagement outcome
Management-level actions
Supply chain challenges remained a principle
risk to the Group in 2024. The Aerospace supply
chain continued to stabilise, with the volume
of parts shortages and specific supply chain
challenges continuing to subside. Where supply
chain challenges persist, these challenges,
and actions to address them, continued to be
focal points during operating business reviews
and Executive Committee meetings throughout
the year.
We continued to engage with our largest
suppliers on our Scope 3 greenhouse gas
emission targets and regular updates are
provided to the Board on progress.
Board-level actions
The Board reviews the bi-annual reports for
our UK subsidiaries to monitor compliance
with negotiated vendor payment terms.
The Group Director of HSE & Sustainability
attended two Board meetings in 2024 and
provided an in-depth review on the progress
in engaging with suppliers in respect of the
Group’s Scope 3 targets. When necessary, the
Group CEO has actively intervened at executive
level with critical under-performing suppliers.
Suppliers
Engaged with over
91
key suppliers who have already
set carbon reduction targets
Launie Fleming
Aerospace Division Chief Executive
“We work hand in hand
with suppliers to ensure
high levels of operational
performance and
satisfaction for
our customers.”
Read more in the Risk & Uncertainties Section
on page 50 to 59
Read more in the Sustainability Section
on page 12 to 31
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
• Management used the opportunity presented
by the Farnborough Air Show to also meet
with members of the investment community.
The Group Finance Director and Interim
Director of Investor Relations hosted
members of the investment community,
including shareholders and analysts at the
Group’s stand at the Air Show;
• the Group has also leveraged digital platforms
to keep our investors up-to-date including
using LinkedIn to cover a range of topics (from
contract wins to sustainability and our
technological capabilities).
Throughout the year we responded to
requests from investors and analysts for
further information and addressed any
questions or concerns.
The Group typically makes constructive use
of the Annual General Meeting (“AGM”) to
communicate with its private shareholders,
whose engagement we value. Held in April
2024, this forum provided private shareholders
with the opportunity to hear directly from the
Group Chief Executive Officer about the
performance of the business, to submit
questions to the Directors and to listen
to their responses.
Barbara Jeremiah, non-executive Director,
Senior Independent Director and Chair of the
Remuneration Committee, wrote to
shareholders regarding potential changes to the
Remuneration Policy and the LTIP rules at the
end of 2023. The LTIP rules were updated as
required every ten years, and the new rules
approved by shareholders at the AGM in April
2024. In addition, Barbara had a number of
conversations with major shareholders on
remuneration matters prior to the AGM and
speaks to them periodically throughout the
year in her role as SID and Chair of the
Remuneration Committee.
Outcome of engagement
• Positive engagement via the Investor
Relations function and management with
current and potential shareholders.
• Shareholders were kept fully informed of
the progress of the Group, market dynamics
and Group strategy through various
channels including in-person meetings,
investor site visits, and via social platforms
(i.e. website/LinkedIn).
• Maintained open channel of communications
with our shareholders on key topics such as
remuneration and targets.
• Focused engagement with both selected ESG
ratings providers and proxy advisory firms to
ensure shareholders viewing this information
have accurate and up-to-date insight.
• Engaging with shareholders post the Q3
Trading Update which highlighted short-term
but temporary headwinds to provide
reassurance of the Group’s position and
investment opportunity.
• Received better understanding of shareholder
expectations in respect of strategic decisions.
How we engage
In 2024, the Group continued, both through
the Executive Leadership team and certain
members of the Board including the Group
Chair, to engage with its shareholders
throughout the year. This was achieved using
a diverse and tailored range of channels and
collaterals, which are highlighted below.
Engagement with the Board grew in the year.
As is customary, the Group’s Chair attended the
full-year and interim results announcements in
March and August 2024 and undertook a series
of solo meetings with the largest shareholders
to receive feedback on Group strategy, capital
deployment and allocation, and Senior leadership
and management. Additionally, the newest
members of the Board, namely Joe Vorih and
Zoe Clements, met with the largest shareholders
for introductory meetings separately.
Below highlights the various ways the Group,
through its extensive Investor Relations
programme, engaged with shareholders
throughout the year:
• twice during the year following the
announcement of the full-year and interim
results, the Group Chief Executive Officer,
Group Finance Director and interim Director
of Investor Relations & Corporate
Communications (as the current Director was
away on maternity leave) engaged with our
major shareholders through a series of
face-to-face and virtual meetings (by video
conference or telephone conference call).
These meetings centred around the detailed
performance of the business, the Group’s
strategic focus on fluid conveyance and
thermal management capabilities and what
this means for the future composition and
portfolio of the business. These meetings
were used to confirm our understanding of
our shareholders’ views and address any
concerns they may have about the Group;
• in addition, we issued two market updates,
one in April and one in October (followed up
with a dial-in conference call session for our
analysts and investors). Furthermore, on each
occasion, we offered major shareholders the
opportunity of a follow-up call with the
Executive Leadership team and Group Chair;
• the Group organised one Group investor site
visit and two sole site visits during the year,
spanning across France and the East and
West coast of the US. The Group site visit
involved visiting two of our French operating
businesses: Ermeto and Calorstat. The
management teams of these operating
businesses hosted institutional shareholders
and sell-side analysts. The visit showcased
the fluid conveyance and thermal
management capabilities of the Group and the
practical applications of our highly engineered,
IP-rich, products. The two solo site visits
involved visiting our Senior Aerospace
Bartlett, Senior Metal Bellows and Senior
Flexonics Pathway, and our Senior Aerospace
Southern California and Senior Aerospace
Steico businesses;
Ian King | Chair
“In 2024, our extensive
engagement was key
to strengthening our
strong relationships
with our shareholders.”
Company actions responding
to engagement outcome
Management-level actions
During the course of 2024, engagement with
shareholders emphasised how focused they are
on the Group’s overall performance amid the
existing environment, and in particular, on its
strategic focus on fluid conveyance and thermal
management and what that brings from a
portfolio standpoint. In response to this, we
continued with our normal Investor Relations
engagement programme which included
management presentations, in-person meetings,
investor site visits and the use of social platforms.
Investors were able to gain reassurance and
clarity about Group strategy, understand the
strategic focus on fluid conveyance and thermal
management and gain a practical understanding
of our high-engineered IP-rich capabilities.
Board-level actions
As part of the reporting cycle, the Board gets
regular reports on the top 20 shareholders,
movements in the share register, share price
performance and engagement with investors
and analysts. These regular investor updates
included feedback on investor perceptions and
the financial-market environment. The feedback
is provided either directly from shareholders,
from the Group’s Investor Relations function
or from our corporate brokers, Jefferies and
Deutsche Numis. Updates from Group-level and
Board-level engagement with shareholders are
also provided to the Board as appropriate.
The Board discusses and considers issues with
management as part of its decision-making
process. It also takes the feedback received
into consideration when reaffirming decisions
on the Group’s overall strategy and continued
strategic focus.
Shareholders
STAKEHOLDER ENGAGEMENT CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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Communities
How we engage
Senior takes its responsibility in relation to the
communities in which we operate seriously,
striving to nurture good relationships supporting
local community endeavours, and finding ways
to engage and make a positive contribution, as
well as providing employment. Examples of our
community engagement programmes include:
• Senior Aerospace Thailand (“SAT”) supports
a number of education focused initiatives and
in 2024 signed an MOU with the Suranaree
University of Technology. The aim of the
partnership is to inspire the next generation
of aerospace engineers. Our Thailand
operation also hosted a number of educational
focussed events, for example welcoming
students and teachers from a number of
universities, in particular to enable students
to gain insights into the opportunities to
progress careers in aerospace.
• For the last seven years Senior Flexonics GA
has been working with a local women’s
correctional facility on their Work Release
Program. The programme supports inmates
to transition out of prison by, in conjunction
with a local Community College, providing
training and employment at this critical time.
The participants benefit from an on-site CNC
machine training “bootcamp”. In addition, GA
works with a local college to provide job
shadowing to students with autism –
“Uniquely Abled Academy program”.
• As in previous years, Senior Flexonics India
identified a number of community projects
and charities they are going to support during
the year. In 2024, they installed a Reverse
Osmosis (RO) plant to provide access to safe
drinking water for pupils at a government
school for girls. The RO plant installed has a
capacity of 500 litres per hour.
• Senior Aerospace Weston continued their
successful partnership with the Barry Kilbride
Prostate Cancer Appeal by taking part in a
charity bike ride. A team of cyclists from
Weston completed over 200 miles in three
days and raised money for the charity
through sponsorship.
• Senior Flexonics Pathway collaborated
with other local businesses to provide
Thanksgiving turkeys to the South Texas
Vocational Technical Institute.
• Our Senior Flexonics Cape Town has
continued to support Lawrence House,
a home for orphaned boys and girls by
donating essential items such as clothing,
food and stationery. In addition, our Cape
Town employees worked with Grace Animal
Sanctuary and Faith Village, an organisation
that supports vulnerable children.
Outcome of engagement
• Senior Aerospace Thailand education
community partnerships have helped
promote aerospace and engineering as
a career by providing real life experiences
to develop, build and encourage the next
generation of aerospace innovators.
• The Work Release Program supported by
Senior Flexonics GA enables individuals
transitioning from prison to acquire new
skills, acclimatise to real world employer
expectations, earn and save some money
in order to become self-sufficient once
released from the correctional facility
and develop a work history. The work
shadowing opportunities provided by
GA for students with autism helps prepare
them for future employment.
• Through their charitable endeavours, Senior
Flexonics India ensures school students have
access to potable water, thereby fostering
better health and wellbeing.
• Senior Flexonics Pathway, through their
participation in the Thanksgiving event,
ensured that 593 students were able to enjoy
a hearty Thanksgiving meal. For some
students it will have been the only
Thanksgiving meal they received.
• Senior Aerospace Weston’s ongoing support
for the Barry Kilbride Prostate Cancer Appeal
enables them to continue to support men in
the local community and raise awareness of
the importance of men’s health issues.
• Senior Flexonics Cape Town and the generosity
of our employees has made a positive impact
on the lives of vulnerable and less fortunate
individuals in their local community by providing
food and essential items.
Company actions responding
to engagement outcome
Management-level actions
Our operating businesses continue to make
a positive contribution to the communities in
which we operate with many of our businesses
having committees to support such activities.
They do this by participating and supporting
local education establishments, contributing to
charities serving causes local to them, including
fundraising, supporting food banks, children’s
homes and education programmes, as well as,
providing support for employees’ families such
as flu vaccinations.
Board-level actions
The Board supports Senior’s community
activities and our commitment to making a
positive impact and creating a strong employer
brand. The Board receives updates regarding
community engagement in the Group HR
Director’s monthly Board reports.
Read more in the Social Section on page 26
Senior Aerospace Thailand welcomed students and teachers from Chiang Mai University.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
SECTION 172 STATEMENT
This section describes how the Directors have had
regard to the matters set out in Section 172 (1)(a) to (f)
when performing their duties under Section 172 of the
Companies Act 2006.
Section 172 disclosures
Section 172 of the Companies Act 2006 requires
a director of a company to act in the way that he
or she considers, in good faith, would most likely
promote the success of the company for the
benefit of its members as a whole. In doing so,
Section 172 requires directors to have regard to,
amongst other matters):
(a) the likely consequences of any decision in
the long-term;
(b) the interests of the Company’s employees;
(c) the need to foster the Company’s business
relationships with suppliers, customers
and others;
(d) the impact of the Company’s operations
on the community and the environment;
(e) the desirability of the Company maintaining
a reputation for high standards of business
conduct; and
(f) the need to act fairly between members
of the Company.
We recognise that effective integration of
considerations outlined in Section 172 into
the Board decision-making ensures a broader
stakeholder-oriented approach and long-term
sustainability of the Company. Senior takes the
following steps to incorporate Section 172 into
the decision-making process by the Directors:
• Board training: all Board Directors receive
training on their legal duties, including those
under Section 172.
• Terms of Reference: Section 172
considerations are integrated into the
schedule of Matters Reserved for the
Board and the Terms of Reference
of all Board Committees.
• Board Meeting Papers: all Board meeting
packs start with a cover letter explicitly stating
Directors’ obligations under Section 172.
• Stakeholder Engagement: regular engagement
initiatives with Senior’s stakeholders, as
outlined on pages 40 to 45, provide the
Directors with valuable insights into their
expectations and concerns. These insights
help the Directors to better understand
the likely impact that certain decisions
or strategic options are likely to have on
various stakeholders.
(a) the likely consequences of any decision in the long-term
Our Purpose
Page IFC
Our Business Model
Pages 2 and 3
Senior’s Strategic Sustainability
Pages 12 to 31
Our strategic priorities
Pages 34 to 35
Dividends
Page 67
Viability Statement
Page 68
Annual Board Strategy Review
Page 78
(b) the interests of the Company’s employees
Sustainability – Equality, Diversity and Inclusion
Page 27
Sustainability – People and Culture
Page 28
Sustainability – Employee Wellbeing
Page 29
Stakeholder Engagement – Employees
Page 41
(c) the need to foster the Company’s business relationships with suppliers,
customers and others
Our Technology and Product Development on the Road to Net Zero
Pages 18 and 19
Stakeholder Engagement – Customers and Suppliers
Pages 42 and 43
Modern Slavery
www.seniorplc.com
Anti-bribery and corruption
Page 79
(d) the impact of the Company’s operations on the community and the environment;
Sustainability – Environment
Pages 14 to 17
TCFD
Pages 20 to 22
Sustainability – Communities
Page 30
Stakeholder Engagement – Communities
Page 45
(e) the desirability of the Company maintaining a reputation for high standards
of business conduct
Sustainability – Governance
Page 31
Culture and Values
Pages 2 and 3
Whistle-blowing
Page 80
Human Rights
Page 80
(f) the need to act fairly between members of the Company
Progressive Dividend Policy
Page 67
Stakeholder Engagement – Shareholders
Page 44
Investment Case
Pages 32 and 33
AGM
Page 89
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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Capital Expenditure Request – Senior Flexonics Crumlin New Facility
At the start of 2024, the Board considered the proposal to relocate Senior Flexonics Crumlin (Crumlin) to a more suitable site
to support growth and better showcase its design and development capabilities. Crumlin offers expert design, development,
testing and manufacturing capabilities and is the Primary European Design and Development centre for thermal management,
fluid conveyance and flexible connectors, which merited its justification. As a result of recent successes in thermal management
products for EV markets, Crumlin had begun manufacturing battery thermal management plates and needed additional space
to allow further expansion.
S.172 Considerations
(a) the likely consequences of any
decision in the long-term
As part of its decision-making, the Board assessed such factors as the impact on the Group’s budget
and financial planning, the returns on investment, environmental impact, opportunities to leverage the
existing skills of the employees and the alignment with the Group’s long-term strategy.
The Board reviewed the proposal regarding the relocation of Crumlin to a new facility and deemed the
request represented significant future opportunities to accelerate the profitability of the operating
business and was equally in line with Senior’s strategic focus of highly engineered, IP-rich, fluid
conveyance and thermal management expertise and capabilities and its Purpose of helping engineer
the transition to a sustainable world for the benefit of all stakeholders.
(b) interests of Company’s employees
The Board recognised the value of leveraging opportunities of the existing skills and future-proofing
the operating business.
(c) fostering relationships with the
Company’s suppliers, customers
and others
The Board considered the strategic requirements of Crumlin’s and the rest of the Flexonics Division’s
customers and the opportunities these presented for the Group.
(f) need to act fairly between members
The Board was cognisant that the relocation of Crumlin was important in creating long-term value
for shareholders.
Outcome: The Board approved Crumlin’s relocation proposal and promoted cooperation between Crumlin and the rest of the Flexonics Division’s
operating businesses.
Double Materiality Assessment
During the year, the Company performed its first double materiality assessment, which evaluated Senior’s sustainability matters
from both financial and impact perspectives.
S.172 Considerations
(a) the likely consequences of any
decision in the long-term
The Board recognised the importance of identifying sustainability-related risks, impacts and
opportunities that can enhance decision-making, contributing to a more sustainable business model.
(b) interests of Company’s employees
A range of internal and external stakeholders were consulted as part of the DMA process, to ensure
the Company captured comprehensive points of view for a mix of geographies, business and market
expertise, as well as commercial relationships with Senior.
(c) fostering relationships with the
Company’s suppliers, customers and
others
(d) the impact of the Company’s operation
on the community and environment
(f) need to act fairly between members
By incorporating sustainability considerations into the Company’s decision-making, we are future
proofing the business, making it more resilient in delivering long-term value.
Outcome: The Board reviewed and approved the list of material sustainability-related topics. The Company will use these insights to enhance its
sustainability strategy.
Examples of S.172 considerations in practice
This section provides some examples of the decisions taken or implemented by the Board in 2024. The Directors acknowledge that every decision
they make will not always result in a positive outcome for all of Senior’s stakeholders. However, by considering the Company’s Purpose, Vision and
Values, together with our strategic priorities and having a process in place for decision-making, we aim to ensure that our decisions are considered,
proportionate and balanced.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
2019
2023
2024
2021
2022
2020
Total Recordable Injury Illness Rate
Lost Time Injury Illness Rate
Number of Lost Time Injuries
0.44
1.69
0.32
1.09
1.17
0.32
0.38
0.93
0.63
0.32
0.63
0.19
KEY PERFORMANCE INDICATORS
The Group highlights five financial and two non-financial metrics
to measure progress in implementing its strategy.
Non-financial metrics
The Group’s non-financial objectives are
as follows:
• to reduce the Lost Time Injury Illness
Rate (per 100 employees) to 0.3
by 2025; and
• to reduce the absolute Scope 1 and 2
Greenhouse Gas (“GHG”) emissions
by 30% by 2025 (compared to 2018
base year).
The key performance indicators (“KPIs”)
are determined as follows:
• CO2 emissions is an estimate of the
Group’s carbon dioxide emissions
in tonnes equivalent; and
• lost time injury illness frequency rate
is the number of OSHA (or equivalent)
recordable injury and illness cases
involving days away from work per
100 employees.
The Group’s approach to calculating and
reporting our GHG emissions follows the
GHG Protocol.
2024’s reporting has incorporated Scope 2
greenhouse gas emissions (associated
with electricity consumption) calculated
using both the Location and Market
Based methods.
The Scope 1 and 2 emissions Location
Based and Market Based (FY24) are
independently verified in accordance
with the International Standard on
Assurance Engagements ISAE 3410
(limited assurance).
In calculating GHG emissions, the Group
has used the financial control approach
under which a company accounts for 100%
of the GHG emissions from operations over
which it has control. This covers all wholly
owned operations and subsidiaries of the
Group for financial reporting purposes.
Senior is on track to meet our 2025 targets
for Scope 1 and 2 GHG emissions and lost
time injury illness rate. Further details
of the Group’s performance, including its
long-term performance trends, are shown
on pages 14 to 19. More detail on the
Methodology can be found on page 16.
Increased
Decreased
Unchanged
In 2024, our absolute Scope 1 and 2 Greenhouse Gas (“GHG”) emissions reduced
from 57,418 tCO2e (2018) to 38,238 tCO2e. We have met our SBTi 2025 target with
a 33.4% reduction against our 2018 base year.
We experienced a decrease in the Lost Time Injury and Illness Rate from 0.32 in 2023
to 0.19 in 2024. The Total Recordable Injury and Illness Rate remained stabe at 0.63.
Lost Time Injury Illness Rate
(incidents per 100 employees p.a.)
41% reduction
0
10000
20000
30000
40000
50000
60000
2018
2019
2023
2024
2021
2022
2020
Target
Total tonnes CO2e
56,992
57,418
46,747
46,540
44,878
38,238
40,491
Carbon dioxide emissions Scope 1 and 2 (Market Based)
(Total tonnes CO2e)
33.4% from 2018 base year
Scope 1 & 2 Market Based Emissions
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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Financial metrics
The Group’s financial objectives for 2024
were as follows:
• to achieve revenue growth (at constant
exchange rates) in excess of the rate
of inflation;
• to increase the Group’s return on revenue
margin each year;
• to increase adjusted earnings per share
on an annual basis;
• to generate sufficient cash to enable the
Group to fund future growth and to follow
a progressive dividend policy; and
• to maintain an overall return on capital
employed in excess of the Group’s cost
of capital and to target a pre-tax return in
excess of 13.5% on a post IFRS 16 basis.
The KPIs are determined as follows:
• revenue growth is the rate of growth
of Group revenue, at constant
exchange rates;
• return on revenue margin is the
Group’s adjusted operating profit
divided by revenue;
• adjusted operating profit is defined
in Note 9;
• adjusted earnings per share is defined
in Note 12;
• net cash from operating activities is
available from the Consolidated Cash
Flow Statement; and
• return on capital employed is the Group’s
adjusted operating profit divided by the
average of the capital employed at the
start and end of the period, capital
employed being total equity plus net
debt (defined in Note 31c).
The Group’s financial objectives for 2025
will be aligned to the new medium-term
financial targets as noted on page 33.
Increased
Decreased
Unchanged
Revenue growth
(£m)
+4.2%
Net cash from operating activities
(£m)
+19.3%
977.1
938.0
23
24
41.4
49.4
23
24
As discussed in the Group Chief Executive
Officer’s Statement, the year-on-year
increase was a result of growth in the
Aerospace Division and an anticipated
reduction in the Flexonics Division. The
impact on the Divisions is set out in the
Divisional Reviews, on pages 60 to 62.
The Group generated net cash from operating
activities of £49.4m, which funded gross
capital expenditure of £43.2m in 2024.
The year-on-year increase was driven by
more effective management of working
capital and increased operating profit.
Return on revenue margin
(%)
Nil bps
Return on capital employed
(%)
-30 bps
23
24
4.8
4.8
23
24
7.1
6.8
The Group’s adjusted operating margin
of 4.8% for the full year was in line with
2023, and on a constant currency basis it
increased by 10 basis points. This reflected
the benefits from higher prices, operational
efficiencies and higher Aerospace
volumes, offsetting the impact of lower
volumes in Flexonics.
Return on capital employed (“ROCE”)
decreased to 6.8%. The decrease in ROCE
was mainly a result of higher inventory and
investment in growth not yet fully offset by
the growth in profit, which was impacted by
near-term temporary customer led headwinds.
Adjusted earnings per share
(pence)
-30.3%
7.17
10.28
23
24
The year-on-year decrease of 3.11 pence
includes the non-repeat benefit in 2023
of 2.54 pence from the release of the
provision for uncertain tax position.
The decrease also reflects the impact of
higher underlying interest and tax costs.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
RISKS AND UNCERTAINTIES
Our approach to risk management
Identifying and effectively managing risks is
essential to the achievement of the Group’s
strategic priorities and supporting the Group’s
Purpose and sustainability initiatives.
The Group’s Business Model is described on
pages 2 and 3, our strategic priorities are on
pages 34 and 35, our Purpose is described
on the inside front cover and Sustainability
starts on page 12.
The Board is responsible for the Group’s
integrated risk and assurance framework,
ensuring that the Group’s risk process and
systems of internal control are robust,
continuously monitored and evolve to address
changing business conditions and threats. The
Board also provides direction and sets the tone
on the importance of risk management.
Responsibility for the monitoring and review of
the effectiveness of the Group’s risk and
assurance framework has been delegated by
the Board to the Audit Committee. The risk
process is reviewed and agreed annually with
the Audit Committee. The Director of Risk and
Assurance delivers a comprehensive report on
risk, assurance and various compliance activities
at each Audit Committee meeting and presents
to the Board twice a year.
The Group embeds risk management within its
existing business processes across all levels
within the Group. Risk tolerance is reflected
throughout our control framework by way of the
Group’s Delegation of Authority, Code of
Conduct and internal controls system. The
Group’s principal risk register is derived from a
catalogue of approximately 50 identified risks
encompassing strategic, financial, operational,
environmental and other external risks. This
catalogue of identified risks serves as the
foundation for comprehensive risk assessments
completed by every operating business and by
the Executive Committee as part of the annual
strategic planning process. The risk
assessments also consider emerging risks as
detected through internal activities and external
sources. Emerging risks are risks which may
develop but have a greater uncertainty attached
to them in terms of likelihood, timing and
velocity. Emerging risks are monitored and
formally added to our identified risk catalogue
when the risk solidifies within the Group’s
strategic planning horizon.
The Group also conducts functional risk
assessments, targeting areas such as fraud,
tax evasion facilitation and sustainability,
which encompasses environmental, social and
governance elements. The risk assessment
specific to sustainability follows a double
materiality assessment approach which
incorporates feedback from internal and external
stakeholders and considers the financial impacts
of sustainability topics on the Group as well as
the impacts from the Group on people and the
planet. The sustainability double materiality risk
assessment process considers multiple time
horizons and applies scenario analysis to the
most material climate-related transition and
physical risks. Sustainability-related risks are
also considered as part of the overall Group risk
assessment completed during the annual
strategic planning process and rank within the
Group’s principal risks.
During the risk assessment process, all risks
in the identified risk catalogue are evaluated
against our Purpose, strategy and Values to
understand their likelihood and impact of
occurrence, with those risks deemed as
significant forming our register of principal risks.
Once the principal risks have been identified,
mitigating controls and relevant policies are
documented and additional mitigating actions
are developed where appropriate. An owner
and due date are assigned to each action
and progress towards completion is closely
monitored. The operating business risk registers
are refreshed regularly and reviewed by
Divisional Management and the Executive
Committee. The Executive Committee conducts
its risk assessment twice a year and principal
risks are discussed at each Executive
Committee meeting. All principal risks are
assessed for our financial viability scenarios to
see if they could have a material financial impact
individually or if they materialised together.
The Board performs robust, semi-annual
assessments of the principal and emerging risks
facing the Group. In addition, the Board regularly
assesses outputs from the integrated risk and
assurance framework and takes comfort from
the “three lines of defence” risk assurance
model. The first line represents operational
management who own and manage risk on
a day-to-day basis through effective internal
controls. The Group Executive Committee and
Divisional Management monitor and oversee
these activities, representing governance and
compliance as the second line.
Amy Legenza | Group Director of Risk
and Assurance
“Our comprehensive risk
management framework
helps the Group navigate
the constantly evolving
business environment.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
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The third line is the independent assurance over
these activities provided by internal and other
external assurance. The internal assurance
programme includes a combination of broad
scope internal audits, evaluating financial,
information technology and security, human
resources, governance and other controls,
plus limited scope thematic reviews designed
to provide assurance over targeted risk areas.
Internal audits are conducted either in person
or virtually, with all Group businesses audited
on a multi-year rotational schedule based on
a variety of factors, including site-specific risks,
prior audit results and changes within local
management. Thematic reviews are deployed
across the entirety or a cross section of the
Group dependent on the risk being targeted.
In addition, all Group businesses must complete
a comprehensive annual Controls Self-
Assessment, allowing the Group to identify
and address gaps in compliance with the
Group’s governance policies and internal
control standards. Divisional Management,
the Executive Committee and the Audit
Committee monitor the completion progress
of improvement actions resulting from internal
audits, thematic reviews and the Controls
Self-Assessment.
The key elements of the Senior risk
management process are shown on the
following page.
During 2024, the Group carried out
assessments of the principal risks and
uncertainties that could threaten the Group’s
Business Model or achievement of its strategic
priorities. The risk assessments included
consideration of emerging risks (as defined
on page 50) which for 2024 included potential
risks to the Group from employment trends
and the anticipated cost and resource pressures
resulting from ever-expanding compliance
and governance reporting requirements.
As a result of the risk assessments, Inflation
and Pandemic have been removed from the
Group’s principal risks. Rates of inflation
moderated considerably in 2024, driven by
further stabilisation of energy prices and supply
chains during the year, but the Group continues
to closely monitor and actively manage trailing
inflationary impacts. Additional information
regarding our ongoing inflation mitigation
activities can be found within our Programme
Management risk on page 57 and our Financing
and Liquidity risk on page 59.
With regards to Pandemic, 2024 saw further
easing of COVID-19 restrictions as the US, UK
and other countries continued to significantly
reduce or completely eliminate testing and
isolation guidelines. The Group remains vigilant
to the potential impacts of a resurgence of the
COVID-19 pandemic or a manifestation of a
completely new regional or global pandemic.
Risk and assurance highlights
Introduced improvements to the
Controls Self-Assessment process
to provide enhanced assurance over
a selection of key controls
Completed 21 internal assurance
audits and assessments, including nine
broad scope internal controls audits,
nine information security assessments
and three trade compliance “deep
dive” assessments; the 2025 plan
includes an additional 19 internal audits
and assessments across the Group
Launched the next phase of
enhancements to the Group’s internal
control framework to drive progress on
the Group’s response activities to the
UK Government’s audit and corporate
governance reform framework
Completed an internal quality review
of the Group’s internal audit function
against the relevant internal auditing
standards and code of ethics
Adopted a double materiality risk
assessment process for sustainability-
related risks aligned to the European
Sustainability Reporting Standards
Enhanced the Group’s fraud prevention
framework by formalising the Group’s
fraud prevention commitment and
procedures via a Fraud Policy
incorporated into the Group’s
Corporate Framework. Our Sustainable
Sourcing Policy and Code of Conduct
were also refreshed in 2024.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
51
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
The Board
• Has overall responsibility for ensuring
the Group’s risk management process
and systems of internal controls are robust
and continually monitored
• Establishes the Group’s Purpose, Values
and strategy and defines the Group’s risk
tolerance and culture
• Monitors the nature, extent and management
of risk exposure for the Group’s principal and
emerging risks
• Provides direction and sets the tone on
the importance of risk management
and internal controls
Audit
Committee
• Supports the Board in monitoring risk exposure
in line with its Terms of Reference
• Reviews the effectiveness of the Group’s risk
management and internal control systems
and reports to the Board for consideration
Executive
Committee
and
Divisional
Management
• Development and implementation
of strategy, operational plans, policies,
procedures and budgets
• Monitoring of operating and financial
performance including prioritisation
and allocation of resources
• Assessment, control and mitigation
of risk – including emerging risks
Group
Corporate
Functions
• Lead and co-ordinate the Group’s risk
and control-related processes
• Assess and support the Group in mitigating the
Group’s risks through policies and procedures,
control self-assessments, specialist support,
business reviews and other activities
Operating
Businesses
• Operating businesses identify, assess
and mitigate their key risks
• Risk assessments are reviewed and
discussed by Divisional Management
and the Executive Committee
1
Identify risks
The risks to the achievement of the Group’s strategic
priorities are identified from a top-down and bottom-up
perspective. Existing and emerging risks are considered.
2
Evaluate gross (inherent) risks
The gross level of risk, considering impact and likelihood,
to the achievement of the strategic priorities is assessed.
3
Identify existing controls and processes
The existing controls and processes which mitigate the
risks are identified and assessed for adequacy.
4
Risk response planning
Based on the controls and processes already in place, the
net (residual) risk from an impact and likelihood perspective
is evaluated. Where the net risk is considered to be higher
than the Group’s tolerance level for that risk, additional
mitigating actions are identified and owners assigned.
5
Monitor and assure
The most significant risks are closely monitored. Second
line assurance and internal audit activity is conducted to
assess whether key controls are effective and risks are
mitigated to an acceptable level. Timely implementation
of resulting actions is monitored.
6
Risk reporting and review
The status of the most significant risks, top down and
bottom up, are regularly reviewed to ensure any changes
to the risk profile are captured and acted upon. The
consolidated risk, assurance and control position is
reported to the Audit Committee and the Board.
Key responsibilities within
the risk management strategy
Senior’s risk management process
RISKS AND UNCERTAINTIES CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
52
STRATEGIC
REPORT
RISK DEFINITIONS
Strategic
1 Geopolitical and Economic Impact
2 Implementation of Strategy
3 Climate Change
4 Innovation and Technological Change
Operational
5 Cyber/Information Security
6 Customer Disruption
7 Supply Chain Challenges
8 Programme Management
9 Price-down Pressures
People and Culture
10 Talent and Skills
Financial
11 Financing and Liquidity
Compliance
12 Corporate Governance Breach
Impact of Occurrence
Likelihood of Occurrence
Low
High
Low
High
12
2
5
11
7
4
10
6
3
8
9
Increased Residual Risk
Decreased Residual Risk
Residual Risk Unchanged
1
Risk heat map
(Residual risk after mitigations)
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
53
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Principal Group risks
Strategic
Geopolitical and economic impact
2 3 4 5
A B C D E
Principal Risk
Changes in critical trade relations factors, such as tariffs, sanctions and exchange
rates, resulting from geopolitical events have raised concerns over the future
impacts on international trade, including export revenues, material availability and
cost and the ability to employ foreign nationals. Increases in consumer product
costs resulting from trade relations factors could impact demand for those
products. Shifts in political regimes and government spending programmes can
lead to higher taxation and have an impact on earnings.
There is a risk that there will be a global economic downturn impacting some
or all of the sectors within which the Group operates.
How we manage it
Divisional Management and the Executive Committee closely monitor
economic and geopolitical trends that may impact the operating businesses
through regular business reviews. Contingency planning is undertaken to
minimise operational disruption where necessary.
The Group employs tax, treasury and trade compliance specialists who
maintain the Group’s trade-related compliance programmes and continually
monitor the impacts of evolving trade relations from regulatory, supply chain,
people and financial perspectives.
The Group responds to potential margin impacts resulting from trade relations
factors through leveraging contractual protection measures and actively
engaging in impact mitigation dialogue with suppliers and customers.
The Board ensures that it is kept informed of significant trade developments in
order to assess the impact on the Group and take action as appropriate.
The Group’s Treasury Committee closely monitors potential changes to
international tax and treasury regulations and tariff programmes to understand
the likely impacts on the Group.
Focus in 2024
While supply chain constraints and inflationary pressures continued to ease
in 2024, shifts in the political climate in various countries have increased
uncertainties around tariffs, taxes and other trade relations factors. We are
carefully monitoring all tariff, tax and trade relations actions that present the
greatest possibility of adverse impacts on the Group, particularly the escalation
of tariff activities between the US, Canada, Mexico, EU and China. The
development of adaptable mitigation plans is underway and response actions
include enhancement of our team of trade compliance specialists, recovery
of additional tariff costs from customers, where appropriate, and evaluating
opportunities to transition supply sources to more favourable locations.
Strategic
Implementation of strategy
1 2 3 4 5 6
B D E
Principal Risk
An inability to implement the Group’s strategy and/or effectively manage the
Group’s portfolio could have a significant impact on the Group’s ability to
generate long-term value for shareholders.
Ambiguity surrounding the Group’s strategy and strategic priorities may result
in investors failing to recognise the value of the Group’s investment case.
How we manage it
The Group regularly reviews its strategy and portfolio to maximise long-term
shareholder value. Where appropriate, divestments will be considered.
The Group has a well-documented M&A framework that includes proven
research analysis, a committee that evaluates opportunities against a wide
variety of strategic, financial, operational and cultural criteria, transaction
engagement, management and due diligence processes and post-acquisition
integration procedures designed to be efficiently executed by an experienced
cross-functional team.
A comprehensive process for efficiently completing strategic divestments has
been successfully deployed with past divestments.
Post-acquisition/divestment reviews are conducted, as appropriate,
to demonstrate accountability to the Board and analyse lessons learned.
Additional information about projects that support expansion of our current
businesses and products can be found starting on page 36.
The Group has an adaptable response framework to ensure sufficient focus
remains on the Group’s core strategic priorities during critical operational,
strategic and financial challenges.
Focus in 2024
The Executive Committee and Board carried out annual assessments of our
strategic objectives, end markets, capabilities and technologies and determined
that the Group is well positioned to deliver its strategy and continue the transition
through the evolving Net Zero world. The Group continues to focus on:
• refining our portfolio with a focus on creating a higher margin business with
more engineered design content across our product range;
• investment in new technology and product development in our core markets
with an emphasis on fluid conveyance, thermal management and expansion
of our additive manufacturing capabilities;
• supporting our customers’ transition towards a lower-carbon future by
developing innovative new product offerings while continuing to deliver
better designed, lighter and more efficient conventional products;
• expanding our presence in markets with attractive structural growth potential
through leveraging our expertise in our traditional core markets; and
• liquidity and effective cash management to support growth.
The sale process of Aerostructures is now at an advanced stage.
The principal potential risks
and uncertainties, together
with actions that are being
taken to mitigate each
risk, are:
Increased residual risk
Decreased residual risk
Residual risk unchanged
Areas of strategic priorities
1 Business model
2 Focus on growth
3 High performance
operating model
4 Competitive cost countries
5 Capital deployment
6 Talent and development
Key Performance Indicators
A Revenue Growth
B Return on Revenue Margin
C Adjusted Earnings per Share
D Net Cash from
Operating Activities
E Return on Capital Employed
F Carbon Dioxide Emissions
G Lost Time Injury Illness Rate
All of the Group’s principal
risks are factored into the
severe but plausible downside
scenario applied in the Group’s
viability assessment as
described on page 68.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
54
STRATEGIC
REPORT
Strategic
Climate change
2 5
B F G
Principal Risk
There is a risk that climate change and/or the measures taken to address it may
have an adverse impact on the Group. Climate change may result in extreme
weather events that may impact our ability, or that of a supplier, to meet our
customers’ requirements.
Our customers’ products may evolve to require new technology, such as
electrification. This also presents an opportunity for the Group to be involved
in replacement technologies.
Increasing legislation aimed at accelerating decarbonisation may increase our
operating costs. It may also change consumer behaviours impacting on our end
markets. For example, consumers may fly less often.
How we manage it
To mitigate the impact of catastrophic events, such as an extreme weather
event, each site has a scenario-based Business Continuity Plan which is tested
on an annual basis. The Group also has insurance which helps to protect profits
in such situations.
The Group continues to invest in and develop solutions relevant to changing end
markets. Examples include battery cooling, waste heat recovery, heat sink in
hybrid car technologies and additive manufacturing solutions for aerospace.
Climate change risks and opportunities are assessed annually by a multi-
disciplinary team as part of the Group’s sustainability-related double materiality
risk assessment. Additional information regarding this assessment can be
found starting on page 12.
The Group’s SBTi-approved emissions reductions targets covering GHG
emissions from the Group’s operating businesses are consistent with reductions
required to limit climate warming to 1.5°C and are aligned with Net Zero as
Near-Term and Overall Targets. SBTi has approved the following targets:
• Overall Net Zero Target – The Group commits to reach Net Zero GHG
emissions across its value chain by 2040 from a 2018 base year;
• Near-Term Targets – We commit to reduce our absolute Scope 1 and 2 GHG
emissions by 30% by 2025 compared to a 2018 base year and for Scope 3
GHG emissions, the Group also commits that 82% of its suppliers by spend,
covering purchased goods and services and capital goods, will have
science-based targets by 2025; and
• Long-Term Targets – The Group commits to reduce absolute Scope 1, 2
and 3 GHG emissions 90% by 2040 from a 2018 base year.
The Group Corporate Framework includes a Sustainable Sourcing Policy
mandating key suppliers adhere to the Group’s Sustainable Sourcing Standards,
which include environmental management requirements such as Near-Term
Scope 1 and Scope 2 GHG emission targets and pollution, waste and wastewater
management systems. Ninety-one of our key suppliers already have carbon
reduction targets and we continue to work with remaining suppliers.
Focus in 2024
Information regarding TCFD and Sustainability, including progress against
near-term science-based targets, our CDP ratings and awards, supplier
engagement and how the Group is leveraging our technology and product
development to drive progress towards Net Zero can be found starting on
page 14.
A non-financial performance target related to Scope 1 and 2 carbon emissions
reductions was added to the Senior Management annual bonus targets for 2024.
The Group received a Low Carbon Supplier competition award from Safran,
a major aerospace customer, in recognition of our leading commitment
to decarbonisation.
As detailed on pages 12 and 13, the Group’s climate change risk and
opportunity assessment programme was modified to adopt a double
materiality risk assessment approach.
Strategic
Innovation and technological change
1 2 5
A B C E F
Principal Risk
The Group must innovate in order to continue to win new business and achieve
profitable growth. There is a risk that the Group does not continue to innovate
and implement technological change, resulting in its technology and/or
products becoming uncompetitive, less desirable or obsolete.
New technologies may have an impact on the Group’s markets, for example
electric vehicles and hydrogen aircraft.
How we manage it
The Group develops products to support the move to low-carbon technologies
and sustainability in the land vehicle, industrial and aerospace markets.
The Group has identified specific technology themes and focus areas that
inform the product life cycle and technology development roadmaps across
both the Aerospace and Flexonics Divisions. The Group also has a Technology
Council which meets regularly to discuss innovation and technological changes
across our various businesses and markets.
The Group invests in two enabling technologies which underpin our product
development activity across all market sectors: Additive Manufacturing (“AM”)
and Digitisation. Our Advanced Additive Manufacturing Centre (“AAMC”)
continues to maintain and add various industry-leading AM process
certifications. The AAMC team continues to improve its design capability
to re-engineer existing product designs via AM to deliver significant weight
savings and performance enhancements.
Global Marketing Teams for each technology focus area co-ordinate
development activities across various operating businesses to ensure that
customer requirements and industry trends are addressed.
The Group invests in machining and fabrication technology enhancements
to improve process efficiency and reduce cost.
The Senior Operating System delivers best practice tools for innovation
and product development across the Group.
The Technology section, starting on page 36, details the Group’s technology
themes and product development case studies.
Focus in 2024
In 2024, the Group maintained focus on five specific Technology Focus areas –
Hydrogen, Electrification, Heat Exchanger development, Additive Manufacturing
and Digitisation. We continue to invest in new product development and
emerging technologies within these focus areas, including significant progress on:
• the use of high-pressure hoses in hydrogen production, clean energy and
semiconductor markets;
• delivering the first of a series of advanced expansion joints to support
100MW electrolyser hydrogen production;
• demonstrating internally and validating with customers the applicability
of a broad range of products to support Sustainable Aviation Fuel (SAF);
• developing vacuum jacketed hosing for cryogenic fluid conveyance of liquids
and gases through successful collaboration between the engineering
communities of several Senior operating businesses;
• collaboration with several Urban Air Mobility and eVTOL companies to enhance
thermal management and low-pressure fluid conveyance in their products;
• proving the viability of AM for critical heat exchanger components in
conjunction with a major aero-engine manufacturer; and
• analysing the potential benefits of using artificial intelligence (AI) within our
operating businesses to explore how we can improve the operational
efficiency of the complex quality assurance processes necessary for high
accuracy engineering techniques.
In 2024, we continued our successful Innovation Competition, inviting our
operating businesses to submit innovation projects focused on process
technology, new products or environmental cost savings for judging and
recognition. The 2024 winner was focused on the use of laser welding for
thermal cooling plates in electrification applications. The number and quality
of entries in the competition increases with each year.
The Group remains focused on sustainability as a driver for new product
development and market expansion through leveraging existing capabilities,
expertise and products in thermal management and fluid conveyance into new
adjacent markets such as space, marine, advanced nuclear and hydrogen.
Additional detail can be found on pages 18 and 19.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
55
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operational
Customer disruption
1 2 5
A B C E
Principal Risk
Supply chain constraints, labour shortages and other operational disruptions
may leave customers unable to meet current sales commitments and/or
respond to increases in market demands. As a result, there is a risk that
customers do not honour firm order schedules, delay programme ramp-up
and/or postpone new programmes.
How we manage it
The Group has fostered long-lasting and cooperative relationships across its
customer base.
In furtherance to its strategic priorities, the Group actively seeks to grow the
business through diversification of its customer base and new product innovation.
The Group closely monitors market trends and developments through in-house
market research analysis.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity
analysis of contractual terms and assumptions.
Focus in 2024
2024 presented additional headwinds from some of the Group’s key aerospace
customers who continue to wrestle with operational challenges. The Group is
carefully monitoring the impacts resulting from demand and build rate variability,
heightened scrutiny of quality and safety conformance, imbalance of supply
between different parts of customer programmes, labour disruption and the
potential for disturbances resulting from merger and acquisition activity.
In 2024, the Group continued to focus on:
• collaborating with our customers to understand their demand variability
and potential schedule changes in order to agree acceptable build schedules
and other solutions to mitigate the impacts of sales demand fluctuations on
the Group;
• diligently managing supply chain challenges to meet our product delivery
objectives in support of customer operations;
• adapting staffing levels in response to programme fluctuations while
maintaining a focus on planning for anticipated long-term labour and skills
requirements; and
• continuing to identify overhead reductions through cost containment
initiatives and efficiency improvements where possible.
Operational
Cyber/information security
1 3
B
Principal Risk
The risk that the Group is subjected to external threats from malware, hackers
or other malicious actors, potentially causing critical or sensitive data to be lost,
corrupted, made inaccessible, or accessed by unauthorised users, resulting in
the potential for business disruption and financial and/or reputational loss.
The cyber threat landscape is continually evolving, with threat actors
developing, implementing and incorporating new methods and tools, including
artificial intelligence (“AI”), to identify and exploit gaps in Information Security
(“IS”) defences. In addition, alternate work arrangements, such as remote
working or hybrid schedules, are now common in today’s office environment
and can increase IS risks.
How we manage it
The Group has a rolling three-year strategic roadmap focused on continual
improvement in people, process and technology. The roadmap accounts for
the dynamic nature of the cyber threat landscape and builds on our layered
security defence model consisting of preventative, detective and responsive
technical controls.
IS risk is closely monitored by the Board via regular updates from the Group
IS team and the Director of Risk and Assurance.
The Group has dedicated IS capability in place with a wide range of proactive
and reactive security controls, including up-to-date antivirus capability across
our operating businesses and network and system monitoring to identify
vulnerabilities and potential threats.
A multi-year rotational IS assurance review programme is in place to assess
and enhance compliance with established IS controls, policies and procedures.
IS controls are also confirmed via the annual Controls Self-Assessment.
Vulnerability metrics have been developed and are actively reviewed by
Divisional Management and the Executive Committee.
The Group has a risk management framework specific to Information
Technology (“IT”)/IS.
With our decentralised Business Model, each operating business deploys a
suite of protection and monitoring services, including endpoint detection and
response, vulnerability management and cyber threat intelligence. These are
fully monitored by our centralised Group IS team to ensure consistency,
continuity and rapid remediation.
Technology-led security controls are further supported by a clear and
documented series of policies, standards and playbooks.
Employees receive annual awareness training on cyber-related issues
and the Group maintains a cyber-awareness campaign to alert employees
to cyber threats.
A near miss and incident reporting process is deployed across the Group
to alert IT/IS teams of immediate cyber threats.
Focus in 2024
The Group remains committed to full compliance to our IT/IS policies and
diligent monitoring of the IS environment. 2024 actions included:
• implemented quarterly IT/IS collaboration meetings between Group IS
and operating business leadership and IT/IS teams;
• continued to seek independent accreditation against external security
frameworks, including achieving accreditation under the National Cyber
Security Centre’s (NCSC) Cyber Essentials scheme for five of the Group’s
UK-based operating businesses and Trusted Information Security
Assessment eXchange (TISAX) accreditation for the Group’s Cape Town
location;
• conducted targeted cyber security awareness and culture training for site,
Division and Executive leadership;
• launched development of technical skills training and certification programme
for IT/IS teams;
• issued Group-wide guidance over the acceptable use of AI and conducted
AI awareness training for relevant employees; and
• being elected for membership to NCSC Trust Group for Manufacturing
and Engineering.
PRINCIPAL GROUP RISKS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
56
STRATEGIC
REPORT
Operational
Supply chain challenges
1 2 3 4
A B C D E
Principal Risk
Suppliers may be unable or unwilling to respond to increases or decreases in
demand due to operational and other issues such as quality concerns, labour
disruption or trade relations factors. This may impact our ability to supply our
customers, operate efficiently and/or optimise inventory held.
Critical materials or components may become temporarily or permanently
unavailable, leading to an inability to meet production commitments.
Supply chain disruption can lead to higher volatility in delivery schedules as
customers adjust demand to protect their production capabilities. This may
challenge the Group’s ability to meet customer schedule, quality and cost
requirements, resulting in potential delays, penalties and cost overruns.
In extreme cases some suppliers may face financial difficulties and go out
of business.
How we manage it
The Group closely monitors the resources required to deliver customer demand
and the resilience of our supply chain. Where supply chain challenges occur, we
work closely with customers and suppliers to resolve those issues, including
reducing over-reliance on individual suppliers, where possible.
The Group has deployed the Senior Operating System to provide operating
businesses with a toolkit to optimise the use of lean and continuous
improvement techniques, supplier management and other operational best
practice processes.
Operating businesses are required to maintain strong internal controls over
supplier management from new supplier selection to performance monitoring
and management of existing suppliers.
Our core Values (see page 2) emphasise operating with integrity and respect,
which allows the Group to cultivate strong, long-term relationships with
critical suppliers.
Focus in 2024
Our supply chain continued to stabilise during 2024, but supply interruptions
persist in certain markets and industries. As a result, the Group continues to
face protracted delivery lead times and operational disruption in affected
programmes stemming from material and shipping media shortages, quality
issues in incoming materials and components and labour disruption in key
suppliers. We also continue to closely monitor the potential for supply
disruption resulting from the ongoing conflicts in Ukraine and the Middle East.
The Group has maintained the initiatives previously deployed to mitigate the
impacts of supply chain challenges, including:
• spotlighting ongoing supply chain challenges in operating business reviews
and Executive Committee meetings to ensure the challenges are being
effectively addressed;
• maintaining close and frequent communication with customers regarding
delivery schedules, issues with directed supply sources, the need to qualify
additional supply sources, options for alternate materials or components and
potential incremental costs to mitigate supply chain disruptions;
• working with suppliers to manage lead times and maximise the benefits
from long-term supply agreements, where applicable;
• holding appropriate levels of safety stock, where necessary, to ensure a
consistent flow of materials and/or components for production;
• leveraging supplier relationships across the Group to identify alternate supply
sources and opportunities to streamline or consolidate supply requirements;
and
• applying the Senior Operating System and our engineering expertise to
generate innovative solutions to supply chain challenges.
Operational
Programme management
1 2 3 5 6
A B C D E
Principal Risk
The ability to introduce new products in line with customer requirements and to
respond appropriately to increases or decreases in demand thereafter is key to
achieving the Group’s strategic objectives.
There is a risk that the Group is unable to respond quickly enough to changes
in demand, potentially resulting in excess inventory and/or an inability to meet
schedule and cost requirements resulting in delays, penalties, cost overruns or
asset write-downs.
Supply chain disruptions, higher material costs, rising energy prices and labour
shortages could result in a reduction of earnings from existing programmes if
the Group is unable to secure mitigating price adjustments from customers.
Higher production costs resulting from inflationary pressures can also reduce
our ability to remain cost competitive.
Changes across a variety of production requirements, such as fluctuations
in material supplies, volatility in customer ordering and employee retention
and training, may challenge the Group’s ability to maintain programme
quality specifications, leading to the potential for higher costs to maintain
and/or demonstrate compliance with quality requirements or greater risk
of product defects.
How we manage it
The Group is experienced in bidding and launching new products. Formal New
Product Introduction (“NPI”) processes, such as Advanced Product Quality
Planning (“APQP”) are in use across our operating businesses.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity
analysis of contractual terms and assumptions.
The Senior Operating System maintains a strong focus on lean manufacturing,
continuous improvement, labour efficiency and cost reduction initiatives.
NPI programmes are subject to regular review by Divisional and Group
management to ensure that schedule, cost or quality issues are identified
and dealt with promptly.
The Group monitors market and customer data so that we can be prepared
to respond to changing market dynamics.
A variety of tools are deployed throughout the Group to prevent, detect and
manage quality issues, including supplier audits, comprehensive quality
management systems, internal quality audits, Gemba walks and documented
root cause analysis.
Focus in 2024
While inflationary pressures eased considerably in 2024, other programme
management challenges persisted during 2024 driven by lingering pockets of
supply chain constraints and labour availability issues, regionalised wage
inflation and an increase in demand fluctuations caused by customer disruption.
In response, the Group maintained its focus on:
• spotlighting key programme management issues in operating business
reviews and Executive Committee meetings to ensure issues receive
adequate resourcing and action;
• continuing to work with our customers to ensure that, wherever possible,
orders within firm windows can be delivered;
• working with our suppliers and managing inventory to balance inventory
levels where there are delays in firm orders and/or ensure adequate supply
to meet production demands;
• continuing to engage with customers to secure price increases, delay
contractual price decreases and/or pass through higher production costs to
mitigate the impact on Group margins where inflationary pressures persist;
• qualifying additional supply sources or options for alternate materials or
components at potential incremental costs to mitigate supply chain disruptions;
• maintaining flexible labour resource plans to adapt to variations in demand
and production schedules;
• driving labour and overhead cost reductions through efficiency
improvements where possible; and
• responding to the ongoing, elevated level of new requests for quotation.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
57
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Operational
Price-down pressures
1 3 4 5
A B C E
Principal Risk
Customer pricing pressure is an ongoing challenge within our industries, driven
by the expectations of airlines, land vehicle operators and governments seeking
to purchase more competitively priced products in the future. This may put
some pressure on the Group’s future operating margins.
How we manage it
The Group works closely with its customers to find innovative ways to produce
products at a lower cost, thus helping customers meet pricing challenges.
The Group is able to consider bundles of products that in total help meet
customer pricing challenges.
Where appropriate, the Group will actively pass work to some of its cost
competitive facilities, such as Mexico, Thailand, the Czech Republic,
South Africa, India, China and Malaysia, with a view to helping satisfy
customer challenges.
There is a Group Contract Review Policy which is mandatory for all operating
businesses and requires comprehensive financial modelling and sensitivity
analysis of contractual terms and assumptions.
Focus in 2024
As supply challenges and inflationary pressures stabilise, customers are
gradually shifting focus from containing supplier cost increases to initiating cost
reduction discussions with their supply base. In 2024, the Group continued its
focus on:
• our pragmatic and adaptable pricing response framework enabled the Group
to secure favourable re-pricing across several key contracts during the year;
• working in partnership with customers to support their priorities within the
contractual terms of existing agreements;
• balancing supplier capabilities and customer demand to manage material
costs, including approval of alternate supply sources where appropriate; and
• driving labour and overhead cost reductions through cost containment
initiatives and efficiency improvements where possible.
People and culture
Talent and skills
2 6
A B D
Principal Risk
There is a risk that the Group, particularly in the US and UK, is unable to attract
sufficient skills and talent and/or is unable to retain the skills and talent it has in
order to meet demand. Margins may be impacted by higher wage rates
necessary to retain current employees and/or attract new employees.
A portion of the Group’s workforce may reach retirement age at the same time,
creating a gap in skills and labour availability.
The Group may have insufficient talent to respond to all strategic priorities.
How we manage it
Employee retention, recruitment and resource plans are regularly
discussed within the operating businesses, Divisional Management
and the Executive Committee.
The Group HR Director hosts focus groups across a number of the operating
businesses to solicit constructive feedback from employees and foster
open communication.
Operating businesses partner with technical colleges, universities and
apprenticeship schemes to create talent pipeline programmes.
A Group-wide succession planning exercise is conducted annually to identify
successors and interim cover for key roles and ensure appropriate development
plans are in place to support employees in meeting their career goals.
The Nominations Committee reviews management development
and succession plans twice a year, with a particular focus on critical roles
and key talent.
The Group operates an internal leadership development programme
for nominated high-potential employees.
The Perform performance and development system is utilised across the
Group to facilitate objective setting, development planning and performance
and behaviour assessment.
The Group HR Director regularly provides people and culture feedback
to the Board.
Focus in 2024
Labour availability continued to improve during the year, but challenges remain
within certain roles and geographic locations. In addition, disruption of demand
from key customers in 2024 compelled the Group to adjust staffing levels in
response to demand volatility while maintaining readiness for labour and skills
requirements when demand from affected customers accelerates. We
continued to closely monitor and manage staffing levels, recruitment and
retention challenges and other employment trends across the Group. Actions in
2024 included:
• ongoing reassessment of compensation levels against industry and regional
benchmarks, with off-cycle wage increases or lump sum payments
offered where necessary to ensure the Group’s compensation offerings
are competitive;
• enhanced sign-on and candidate referral incentive opportunities for new
and existing employees;
• introducing an internal mentoring programme;
• further expanding employee benefit offerings in certain locations to broaden
healthcare coverage and other wellbeing programme options; and
• conducting the 2024 Global Employee Engagement Survey, driving
development and implementation of localised action plans to respond to
employee feedback received through the survey and further enhance our
reputation as a company people want to work for. In addition, a non-financial
performance target related to Employee Engagement was added to the
Senior Management annual bonus targets for 2024. More information on
employee engagement can be found on page 28.
PRINCIPAL GROUP RISKS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
58
STRATEGIC
REPORT
Financial
Financing and liquidity
2 3 5
C D E
Principal Risk
The Group could have insufficient financial resources to fund its growth strategy
or meet its financial obligations as they fall due or insufficient liquidity to meet
financing covenants.
Foreign exchange movements could have a material impact on the Group’s
financial performance, both on the balance sheet (translation risk) and income
statement (transaction risk).
Inflationary pressures may result in higher interest rates, which could impact
the Group’s earnings.
How we manage it
The Group’s overall treasury risk management programme focuses on the
unpredictability of financial markets and seeks to minimise potential adverse
effects on the Group’s financial performance.
The Group enters forward foreign exchange contracts to hedge the
transactional exchange risk arising on operations’ trading activities in foreign
currencies; however, it does not enter into or trade financial instruments,
including derivative financial instruments, for speculative purposes.
The Group does not hedge translation risk, but aims to match the foreign
currency of its net debt in similar proportions to its generation of foreign
currency EBITDA, where practical and economic, in order to provide a natural
hedge against the Group’s principal lending covenant.
The Group monitors liquidity risks monthly and ensures sufficient headroom in
its committed borrowing facilities to meet financial obligations across the Group
as they fall due.
A global notional cash pooling solution is utilised to manage working capital
funding in the operations and minimise central borrowings.
A significant portion of the Group’s external debt is at fixed rates of interest,
which mitigates the effect of higher benchmark interest rates that can result
from inflationary pressures.
Compliance with financial policies, exposure limits and headroom/liquidity limits
are reviewed by the Group’s Treasury Committee on a regular basis.
The Group’s Treasury Policy is updated and approved by the Board regularly.
The Group’s viability assessment process considers a base case and risk case
scenario, which considers the principal risks and uncertainties.
Focus in 2024
Financing and liquidity initiatives remain vital to mitigating the ongoing impacts
of the supply chain challenges, inflation and customer disruption. Actions taken
in 2024 included:
• issuing new, six-year tenor $50m US Private Placement loan notes as a
partial refinancing of long-term debt maturing in 2025;
• launching an inventory optimisation project to strengthen our response to the
ongoing inventory management challenges caused by increasing customer
demand, residual supply chain issues and disruption driven by customer
demand fluctuations;
• continued compliance with transactional foreign exchange hedging policy
to mitigate income statement volatility from currency movements; and
• the Group’s Treasury Policy was updated and approved by the Board in
September 2024.
Compliance
Corporate governance breach
1 2 3
A B C
Principal Risk
Corporate governance legislation (such as the UK Bribery Act and the US
Foreign Corrupt Practices Act), regulations and guidance (such as the UK
Corporate Governance Code and global health and safety regulations) and
corporate reporting requirements are increasingly complex and onerous.
A serious breach of these rules and regulations could have a significant impact
on the Group’s reputation, lead to a loss of confidence on the part of investors,
customers or other stakeholders, result in financial penalties or fines and
ultimately have a material adverse impact on the Group’s enterprise value.
How we manage it
The Group has a well-established set of governance policies and procedures
covering all key areas (our Corporate Framework), including a Group Code of
Conduct, anti-bribery procedures, Fraud Policy, a Health & Safety Charter,
an Agents Policy and various policies and procedures over the review and
reporting of risk management and internal control activities.
Governance and regulatory compliance updates are provided to the Board
and the Executive Committee at appropriate intervals, and to key Division
and operational management.
All employees are required to complete annual Code of Conduct training.
All EU sites have received training on the General Data Protection Regulations
and employees in other locations have received training as appropriate to
their roles.
Focus in 2024
Employees and the Board received annual refresher training on our Code of
Conduct during 2024. The completion rates typically hover around 94%,
allowing for new starters who have not yet completed their training immediately
on joining. The course included content related to anti-bribery, reporting of
misconduct, unconscious bias and cyber security.
Additional training was conducted for appropriate employee groups on other
topics including fraud, information security, accounting and financial integrity
and prevention of facilitation of tax evasion.
The Group’s fraud prevention framework was enhanced by formalising the
Group’s fraud prevention commitment and procedures via a Fraud Policy
incorporated into the Group’s Corporate Framework.
The Group Code of Conduct was refreshed during 2024 and a copy of the
updated Code of Conduct was issued to every employee. Our Sustainable
Sourcing Policy was also updated during the year.
The Group’s 2024 internal audit programme and Controls Self-Assessment
were completed as planned, providing a level of assurance that the Group’s
Code of Conduct, controls, policies and procedures are being followed.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
59
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
AEROSPACE DIVISION
Launie Fleming | Aerospace Division Chief Executive
“The division continued to make
steady progress operationally,
responding dynamically to the
temporary headwinds that
were experienced in 2024.“
Aerospace sales across the Group
46%
Civil aircraft
9%
Other
13%
Defence
68%
Revenue
+9.9%
£660.8m
(2023 – £601.4m)
Adjusted operating profit
+14.3%
£30.4m
(2023 – £26.6m)
Adjusted operating margin
+20 bps
4.6%
(2023 – 4.4%)
Sales in civil aerospace
increased by
12%
(2023 – 21% increase)
Revenue by large commercial platforms
(on a derived basis)
34%
Boeing
66%
Airbus
14 Global Aerospace operations
Revenue reconciliation (£m)
In 2024, the Aerospace Division represented
68% (2023 – 64%) of Group revenue, consisting
of 14 operations. These are located in North
America (six), the United Kingdom (four), France
(two), Thailand and Malaysia. This Divisional
review is on a constant currency basis, whereby
2023 results have been translated using 2024
average exchange rates and on an adjusted
basis to exclude amortisation of intangible
assets from acquisitions, site relocation costs,
US class action lawsuit and net restructuring
costs. The Division’s operating results on a
constant currency basis are summarised below:
2024
£m
2023(1)
£m
Change
Revenue
£660.8m
£601.4m
+9.9%
Adjusted
operating profit
£30.4m
£26.6m
+14.3%
Adjusted
operating margin
4.6%
4.4%
+20 bps
(1) 2023 results translated using 2024 average exchange
rates – constant currency.
Divisional revenue increased by £59.4m (9.9%)
to £660.8m (2023 – £601.4m) whilst adjusted
operating profit increased by £3.8m (14.3%) to
£30.4m (2023 – £26.6m).
Revenue Reconciliation
£m
2023 revenue
601.4
Civil aerospace
46.6
Defence
1.8
Other adjacent markets
11.0
2024 revenue
660.8
Contract wins
The Aerospace Division has been awarded
several new or extended contracts in 2024 from
the following customers:
• Deutsche Aircraft. A new life of programme
contract for the design, development and
manufacture of high-pressure ducting for the
sustainable D328eco aircraft from our SSP
business in California and our Bird Bellows
business in the UK.
• Safran Aircraft Engines. Awarded a multi-year
contract for the supply of Maintenance, Repair
and Overhaul (MRO) services for the CFM56
engine to be undertaken at Senior
Aerospace’s Ermeto facility in Blois, France.
• Airbus SA. A multi-year contract extension for
the manufacture and supply of various
aerostructures parts from our businesses in
Thailand and Malaysia.
• Airbus Atlantic. A new contract for the supply
of business class seat structures from our
business in Thailand.
• Spirit AeroSystems. A 5-year contract
extension for the supply of large diameter
precision formed and machined structural
components for various Boeing commercial
programmes from our Jet Products business
in California.
North America
6
United Kingdom
4
Continental Europe
2
Thailand
1
Malaysia
1
A 2023 revenue
B Civil aerospace
C Defence
D Other adjacent markets
E 2024 revenue
DIVISIONAL REVIEW
£m
601.4
46.6
1.8
11.0
660.8
A
B
C
D
E
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
60
STRATEGIC
REPORT
The market backdrop for our Aerospace Division
remains healthy with order books for large
commercial aircraft at record levels, driven by
increasing air passenger demand. There were
some supply chain issues for Airbus and its
suppliers through the year, and although there
are clear signs of improvement, we expect there
to be ongoing issues to be managed given the
large, planned increases in production. Boeing
also had specific issues with the cap on 737
MAX production imposed following the Alaska
Airlines incident in early 2024 and 3 months of
lost production on 737 MAX, 767 and 777 due
to the strike at its factories in The Puget Sound.
Boeing have now started to ramp up production
following the recommencement of operations in
December 2024.
Senior responded to these events dynamically,
supporting our customers and controlling our
costs. Nonetheless, these temporary
headwinds did affect Aerospace profitability
in 2024 compared to original expectations.
During the period, adjusted operating profit
increased by 14.3% to £30.4m (2023 – £26.6m)
and the adjusted operating margin increased
by 20 basis points to 4.6% (2023 – 4.4%).
This increased profitability reflected the benefits
of price increases and higher volumes.
Outlook
Increasing aircraft build rates, operational
efficiency benefits and improved contract pricing
are expected to drive good growth in Aerospace
in 2025, with H2 performance expected to be
higher than H1.
For the full year, Aerostructures is expected
to improve from a loss making position in 2024
to an operating profit range of £9m to £11m
in 2025, with the large majority of that being
earned in H2.
• Collins Aerospace (RTX). New multi-year
production contracts for the supply of
precision formed and machined thrust reverser
structural components for commercial
aerospace platforms at Airbus and Boeing
from our Jet Products business in California.
• Rolls-Royce. A new 5-year contract for the
supply of aerofoils for the Pearl engine family
and manufacturing will be undertaken at our
business in Thailand.
Performance
Aerospace Division revenue in 2024 increased by
9.9% year-on-year on a constant currency basis,
benefiting from increase in demand across all
market sectors. The increase year-on-year
reflected the ongoing ramp up in civil aircraft
production rates, notwithstanding 737 MAX
volumes being subdued following the Alaska
Airlines incident in January 2024 and the Boeing
employee strike from September to November
2024. Other adjacent markets (mainly the
semiconductor equipment market) and defence
also contributed to growth in the division.
The civil aerospace sector had good growth
during the period with Senior’s sales increasing
by 11.6% compared to prior year. This was as a
result of increased deliveries to Airbus
programmes, higher prices, activity levels
increasing in our Thailand business as a key
supplier recovers from a fire last year as well as,
continued strong growth in revenue from
Spencer Aerospace (more than 50%). 22% of
civil aerospace sales were from widebody
aircraft in 2024, with the other 78% sales being
from single aisle, regional and business jets.
Total revenue from the defence sector increased
by £1.8m (1.4%) primarily due to higher sales on
the F35 programme.
Revenue derived from other adjacent markets
such as space, power & energy, medical and
semiconductor equipment, where the Group
manufactures products using very similar
technology to that used for certain aerospace
products, increased by £11.0m (15.4%) due to
price increases and semiconductor equipment
market starting to recover.
“The civil aerospace sector
had good growth during
the period with Senior’s
sales increasing by 11.6%
compared to prior year.”
“22% of civil aerospace sales
were from widebody aircraft
in 2024, with the other 78%
sales being from single aisle,
regional and business jets.”
“Aerospace Division revenue
in 2024 increased by 9.9%
year-on-year on a constant
currency basis, benefiting from
increase in demand across
all market sectors. Adjusted
operating margin in 2024
increased by 20 basis points
to 4.6%. This increased
profitability reflected the
benefits of price increases
and higher volumes.”
Supplementary information - Aerospace division sales and operating profit
Revenue
Adjusted trading and
operating profit
Year ended
2024
£m
Year ended
2023 (1)
£m
Year ended
2022 (1)
£m
Year ended
2024
£m
Year ended
2023 (1)(2)
£m
Year ended
2022 (1)
£m
Aerostructures
272.4
246.7
235.4
(6.5)
(11.1)
(3.7)
Aerospace excluding Aerostructures
391.1
357.7
306.5
36.9
37.7
23.4
Eliminations
(2.7)
(3.0)
(2.7)
–
–
–
Total Aerospace
660.8
601.4
539.2
30.4
26.6
19.7
(1) 2023 and 2022 results translated using 2024 average exchange rates – constant currency.
(2) 2023 results included benefit from retrospective inflationary cost recoveries.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
61
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
The Flexonics Division represents 32%
(2023 – 36%) of Group revenue and consists
of 12 operations which are located in North
America (four), continental Europe (two), the
United Kingdom (two), South Africa, India, and
China (two including the Group’s 49% equity
stake in a land vehicle product joint venture).
This Divisional review, presented before the
share of the joint venture results, is on a
constant currency basis, whereby 2023 results
have been translated using 2024 average
exchange rates and on an adjusted basis
to exclude site relocation costs and net
restructuring costs. The Division’s operating
results on a constant currency basis are
summarised below:
2024
£m
2023(1)
£m
Change
Revenue
£317.7m
£337.5m
-5.9%
Adjusted
operating profit
£35.1m
£36.2m
-3.0%
Adjusted
operating margin
11.0%
10.7%
+30 bps
(1) 2023 results translated using 2024 average exchange
rates – constant currency.
Divisional revenue decreased by £19.8m (-5.9%)
to £317.7m (2023 – £337.5m) and adjusted
operating profit decreased by £1.1m (-3.0%)
to £35.1m (2023 – £36.2m).
Revenue Reconciliation
£m
2023 revenue
337.5
Land vehicle
(7.2)
Power & energy
(12.6)
2024 revenue
317.7
Contract wins
The Flexonics Division won a number of
important contracts in 2024 which include:
• Contract with Gail India Limited to
manufacture and deliver over 100 expansion
joints for a new Catofin project, supplied by
our Pathway business in the USA.
• New contract signed with European truck
OEM to supply tubes and pipes for a new
engine to be used in multiple platforms with
manufacturing being undertaken in Flexonics
Olomouc, Cape Town and Saltillo facilities.
• Several new or extended contracts with North
American heavy-duty truck OEMs with
supply from our Bartlett business, with
facilities in the USA and Mexico.
• New contracts with passenger vehicle OEMs
in Europe supplying metal pipes and tubing for
various engines from our Olomouc business
in the Czech Republic.
FLEXONICS DIVISION
Mike Sheppard | Flexonics Division Chief Executive
“Our land vehicle businesses
outperformed their end markets
and we had a strong year in our
important downstream oil and gas
businesses, which helped the division
have another successful year.”
Flexonics sales across the Group
32%
19%
Land vehicle
13%
Power & Energy
Revenue
-5.9%
£317.7m
(2023 – £337.5m)
Adjusted operating profit
-3%
£35.1m
(2023 – £36.2m)
Adjusted operating margin
+30bps
11.0%
(2023 – 10.7%)
“Operational efficiencies
and favourable product mix
enabled double digit margins
to be maintained.”
12 Global Flexonics operations
Revenue reconciliation (£m)
North America
4
Continental Europe
2
United Kingdom
2
India
1
South Africa
1
China(1)
2
A 2023 revenue
B Land vehicle
C Power & energy
D 2024 revenue
(1) Including joint venture.
DIVISIONAL REVIEW
337.5
7.2
12.6
317.7
A
B
C
D
£m
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
62
STRATEGIC
REPORT
In the Group’s power & energy markets sales
decreased by £12.6m (-9.5%) in the year. Sales
to other power & energy markets increased by
£4.8m (5.4%) reflecting growth in sales to
power generation, nuclear and renewables
industry customers. Sales to oil and gas
customers decreased by £17.4m ( 32.8%).
The Group saw robust demand in our
downstream oil and gas business, partially
offsetting a reduction in sales from one of our
operating businesses to our upstream oil and
gas customers due to a lower share of this very
competitive business.
Adjusted operating profit decreased by £1.1m
compared to prior period as a result of lower
sales. Nevertheless, operational efficiencies,
lower costs and favourable product mix helped
increase margins by 30 basis points to 11.0%
(2023 – 10.7%).
Outlook
We expect Flexonics performance in 2025
to be broadly similar to 2024.
In land vehicles, the ramp up of programmes
recently won means we expect our 2025
performance to be broadly similar to 2024,
despite some softness in North America and
Germany. In power and energy, activity levels
are expected to be similar to 2024.
Performance
Flexonics Division revenue in 2024 decreased by
5.9% year-on-year on a constant currency basis.
Strong revenue growth from downstream oil
and gas and nuclear, was offset by lower
upstream oil and gas business and the
anticipated softness in land vehicle markets.
Global land vehicle markets softened as
expected in 2024, nevertheless, our sales
outperformed key end markets. Group land
vehicle sales decreased by 3.7% driven by
softer market conditions which were partially
mitigated by the benefit from the launch and
ramp up of new programmes in North America
and Europe. Senior’s sales to the North
American truck market decreased by £1.2m
(-2.0%) with market production decreasing by
2.3%. Our North American off-highway sales
decreased £5.2m (-13.5%). Sales to other truck
and off-highway regions, including Europe and
India, were flat as growth from India offset
reduced customer demand in Europe. The
European truck and off-highway market
decreased by 26% in 2024 primarily due to the
weakness of the German economy. Senior’s
sales, however, only decreased by 1.6% in the
period as we benefited from the launch and
ramp of new programme wins. For example,
Senior Flexonics Olomouc benefited from higher
sales from a new project launched last year.
There was also a one-off benefit from a large
order placed by a Swedish OEM to our Senior
Flexonics Kassel business. Group sales to
passenger vehicle markets decreased by £0.8m
(-1.7%) in the year.
“Operational efficiencies, lower
costs and favourable product
mix helped increase margins by
30 basis points to 11.0%.”
“In 2024, the Flexonics Dvision
won a contract with Gail India
Limited to manufacture and
deliver over 100 expansion
joints for a new Catofin project,
supplied by our Pathway
business in the USA.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
63
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
FINANCIAL REVIEW
Financial detail
Group revenue
Group revenue was £977.1m (2023 – £963.5m).
Excluding the adverse exchange rate impact of
£25.5m, Group revenue increased by £39.1m
(4.2%) with growth in the Aerospace Division
and an anticipated reduction in the Flexonics
Division. In 2024, 58% of revenue originated
from North America, 17% from the UK,
13% from the Rest of Europe and 12%
from the Rest of the World.
Operating profit
Adjusted operating profit increased by £0.7m
(1.5%) to £46.5m (2023 – £45.8m). Excluding
the adverse exchange rate impact of £1.6m,
adjusted operating profit increased by £2.3m
(5.2%) on a constant currency basis. After
accounting for £1.6m amortisation of intangible
assets from acquisitions (2023 – £2.2m), £3.5m
site relocation costs (2023 – £0.1m), £1.1m US
class action lawsuit (2023 – £nil) and £nil net
restructuring costs (2023 – £5.6m), reported
operating profit was £40.3m (2023 – £37.9m).
Strong operating cash conversion
Adjusted Operating Profit
+2%
£46.5m
(2023 – £45.8m)
Operating Cash Conversion
+1,100 bps
85%
(2023 – 74%)
Free Cash Flow
+12%
£17.3m
(2023 – £15.5m)
Bindi Foyle | Group Finance Director
“Senior’s 2024 performance demonstrates its financial resilience.”
Financial Summary
A summary of the Group’s operating results (at reported currency) is set out in the table below.
Further detail on the performance of each Division is set out in the Divisional Review.
Revenue
Adjusted
operating profit(1)
Margin
2024
£m
2023
£m
2024
£m
2023
£m
2024
%
2023
%
Aerospace
660.8
616.5
30.4
27.0
4.6
4.4
Flexonics(2)
317.7
348.0
35.1
37.5
11.0
10.8
Share of results of
joint venture
–
–
1.3
1.0
–
–
Inter-segment sales
(1.4)
(1.0)
–
–
–
–
Central costs
–
–
(20.3)
(19.7)
–
–
Group total
977.1
963.5
46.5
45.8
4.8
4.8
(1) See table below for reconciliation of adjusted operating profit to reported operating profit.
(2) Flexonics results are presented before share of results of joint venture.
Adjusted operating profit may be reconciled to the operating profit that is shown in the
Consolidated Income Statement as follows:
2024
£m
2023
£m
Adjusted operating profit
46.5
45.8
Amortisation of intangible assets from acquisitions
(1.6)
(2.2)
Site relocation costs
(3.5)
(0.1)
US class action lawsuit
(1.1)
–
Net restructuring costs
–
(5.6)
Operating profit
40.3
37.9
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
64
STRATEGIC
REPORT
The Group’s adjusted operating margin of 4.8%
increased by 10 basis points on a constant
currency basis, with increases in both
Aerospace and Flexonics divisions. Adjusted
operating margin in Aerospace benefited from
price increases and higher volumes. Operational
efficiencies, lower costs and favourable product
mix helped Flexonics more than offset the
impact of lower volumes.
As set out in Note 9, adjusted operating profit
and adjusted profit before tax are stated before
£1.6m amortisation of intangible assets from
acquisitions (2023 – £2.2m), £3.5m site
relocation costs (2023 – £0.1m), £1.1m US
class action lawsuit (2023 – £nil) and £nil net
restructuring costs (2023 – £5.6m). Adjusted
profit before tax is also stated before net income
associated with corporate undertakings of
£1.0m (2023 – £7.6m cost).
Site relocation costs
Site relocation costs of £3.5m (2023 – £0.1m)
include £3.0m related to the transfer of some
manufacturing from Senior Aerospace SSP’s
facility in California, US, to its cost competitive
facility in Mexico. The majority of this cost
relates to recognition of an impairment of £1.9m
of property, plant and equipment. The Group
also incurred £0.5m costs (2023 – £0.1m)
related to the transfer of our Senior Flexonics
Crumlin business to a nearby high-tech facility
to better showcase its design, development,
test and qualification capabilities in support of
the Group’s strategic initiatives.
Finance costs and income
Finance costs, net of finance income and before
fair value changes in acquisition consideration
increased to £13.5m (2023 – £7.5m) and
comprise IFRS 16 interest charge on lease
liabilities of £3.4m (2023 – £2.9m), net finance
income on retirement benefits of £2.0m
(2023 – £2.1m) and net interest charge of
£12.1m (2023 – £10.2m). Also in 2023, interest
unwind on uncertain tax positions of £3.5m was
included, as described further below in the tax
section. The £1.9m increase in net interest
charge was driven by higher underlying interest
rates on variable rate debt and higher levels of
indebtedness in 2024 versus the prior year.
Before fair value changes in acquisition
consideration, gross finance costs were
£21.9m (2023 – £17.6m) and gross finance
income was £8.4m (2023 – £10.1m including
£3.5m benefit of interest unwind on uncertain
tax positions). The change in fair value on
acquisition consideration was net income
of £2.2m (2023 – £2.9m interest unwind),
comprising £3.6m income, relating to the
2025 earnout target no longer expected to be
payable, as a result of the impact of the well
publicised 737 MAX subdued volumes, partly
offset by £1.4m interest unwind.
Corporate undertakings
Net income associated with corporate
undertakings was £1.0m (2023 – £7.6m costs),
of which £0.8m acquisition costs (2023 – £1.5m)
and £2.2m income from fair value changes in
contingent consideration (2023 – £2.9m costs)
related to the acquisition of Spencer Aerospace
in November 2022 and £0.4m costs are
associated with potential disposal and other
corporate activities (2023 – £3.2m). See Note 30
to the Financial Statements for further details on
the financial impact of the acquisition in 2024.
In 2024, net cash outflow related to corporate
undertakings was £13.0m (2023 – £25.8m),
comprising £10.7m contingent consideration
(2023 – £23.9m net deferred consideration)
for the acquisition of Spencer Aerospace and
£2.3m (2023 – £1.9m) of costs related to
potential disposal and acquisition activities.
Profit before tax
Adjusted profit before tax decreased by 14%
to £33.0m (2023 – £38.3m) reflecting higher
net interest costs including the non-repeat of
£3.5m prior year benefit of interest unwind on
uncertain tax positions. Reported profit before
tax increased by 22% to £27.8m (2023 –
£22.8m) mainly due to operating profit and
corporate undertakings favourable movements
partly offset by non-repeat prior year interest
unwind benefit. The reconciling items between
adjusted profit and reported profit before tax are
shown in Note 9 to the Financial Statements.
Tax charge/credit
The adjusted tax rate for the year was 10.0%
charge (2023 – 11.0% credit), being a tax charge
of £3.3m (2023 – £4.2m credit) on adjusted
profit before tax of £33.0m (2023 – £38.3m).
The adjusted tax rate benefitted from the
recognition of a £2.2m deferred tax asset in
respect of historical tax losses, enhanced R&D
deductions in the US and the geographical mix
of taxable profits. In 2023, the adjusted tax rate
also benefitted from a release of £7.0m of
provision for uncertain tax positions. This release
and associated interest release of £3.5m
followed a series of steps to simplify the legal
ownership of the Group’s Americas legal entity
holding structure.
The reported tax rate was 6.8% charge, being
a tax charge of £1.9m on reported profit before
tax of £27.8m. This included £1.4m net tax
credit against items excluded from adjusted
profit before tax, of which £0.4m credit related
to amortisation of intangible assets from
acquisitions, £1.0m credit related to site
relocation costs, £0.3m credit related to US
class action lawsuit and £0.3m charge related
to corporate undertakings in the year.
The 2023 reported tax rate was 36.4% credit,
being a tax credit of £8.3m on reported profit
before tax of £22.8m. This included £7.0m
credit related to the release of provision for
uncertain tax positions as described above and
£4.1m net tax credit against items excluded
from adjusted profit before tax, of which £0.6m
credit related to amortisation of intangible assets
from acquisitions, £1.5m credit related to net
restructuring costs, £0.1m credit related to site
relocation costs and £1.9m credit related to
corporate undertakings in the year.
Cash tax paid was £7.4m (2023 – £5.6m) and is
stated net of refunds received of £1.2m (2023 –
£2.8m) in respect of UK R&Dexpenditure credit
payments and tax paid in prior periods.
Tax policy
The Group acts with integrity in all tax matters,
in accordance with the Group’s ethics and
business conduct programme. It is the Group’s
obligation to pay the amount of tax legally
due and to observe all applicable rules and
regulations in the jurisdictions in which it
operates. While meeting this obligation, the
Group also has a responsibility to manage
and control the costs of our business, including
the taxes we pay for the benefit of all our
stakeholders. The Group seeks to achieve this
by conducting business affairs in a way that is
efficient from a tax perspective, including
maintaining appropriate levels of debt in the
countries we operate in and claiming available
tax reliefs and incentives. The Group is
committed to building and maintaining
constructive working relationships with the
tax authorities of the countries in which it
operates. Further details on our approach
to tax may be found on Senior’s website at
www.seniorplc.com.
Earnings per share
The weighted average number of shares, for the
purposes of calculating undiluted earnings per
share, increased to 414.3 million (2023 – 413.3
million). The increase arose principally due to
shares released from the employee benefit trust
to satisfy the vesting of certain share-based
payments during 2024, partly offset by the
purchase of shares held by the trust. The
adjusted earnings per share was 7.17 pence
(2023 – 10.28 pence, which included a benefit
of 2.54 pence from the release of the provision
for uncertain tax positions as described above).
Basic earnings per share was 6.25 pence
(2023 – 7.52 pence). See Note 12 for details
of the basis of these calculations.
Return on capital employed (“ROCE”)
ROCE, a key performance indicator for the Group
as defined on page 49, decreased by 30 basis
points to 6.8% (2023 – 7.1%). The decrease in
ROCE was mainly a result of higher inventory
and investment in growth not yet fully offset by
the growth in profit, which was impacted by
near-term temporary customer led headwinds.
Revenue (£m)
+1%
977.1
963.5
23
24
Adjusted operating profit (£m)
+2%
46.5
45.8
23
24
Return on capital employed (%)
-30 bps
23
24
7.1
6.8
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
65
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Research and design
The Group’s expenditure on research and design
was £20.0m during 2024 (2023 – £20.0m).
Expenditure was incurred mainly on funded
and unfunded work, which primarily relates
to designing and engineering products in
accordance with individual customer
specifications and investigating specific
manufacturing processes for their production.
The Group also incurs costs on general
manufacturing improvement processes which
are similarly expensed. Unfunded costs in the
year have been expensed, consistent with
the prior year, as they did not meet the strict
criteria required for capitalisation.
Exchange rates
A proportion of the Group’s operating profit in
2024 was generated outside the UK and
consequently, foreign exchange rates, principally
the US Dollar against Sterling, can affect the
Group’s results.
The 2024 average exchange rate for the
US Dollar applied in the translation of income
statement and cash flow items was $1.28
(2023 – $1.24). The exchange rate for the
US Dollar applied to the translation of Balance
Sheet items at 31 December 2024 was $1.25
(31 December 2023 – $1.27).
Using 2024 average exchange rates would have
decreased 2023 revenue by £25.5m and
decreased 2023 adjusted operating profit by
£1.6m. A 10 cents movement in the £:$
exchange rate is estimated to affect forecast
full-year revenue on average by £50m, adjusted
operating profit by £4m and net debt by £15m.
Cash flow
The Group generated operating cash flow of
£39.3m (2023 – £34.0m), a cash conversion of
85% of adjusted operating profit. Free cash flow
was £17.3m in 2024 (2023 – £15.5m) as set out
in the following table:
2024
£m
2023
£m
Operating profit
40.3
37.9
Amortisation of intangible
assets from acquisitions
1.6
2.2
Site relocation costs
3.5
0.1
US class action lawsuit
1.1
–
Net restructuring costs
–
5.6
Adjusted operating profit
46.5
45.8
Depreciation (including
amortisation of software)
49.0
49.5
Working capital and provisions
movement, net of
restructuring items
(17.0)
(27.6)
Pension contributions
(0.8)
(1.4)
Pension service and
running costs
1.9
1.3
Other items(1)
2.8
1.6
Capital expenditure
(43.2)
(35.9)
Sale of property, plant
and equipment
0.1
0.7
Operating cash flow
39.3
34.0
Interest paid, net
(14.6)
(12.9)
Income tax paid, net
(7.4)
(5.6)
Free cash flow
17.3
15.5
Site relocation costs paid
(1.6)
–
Net restructuring costs paid
(0.5)
(2.1)
US pension settlement
–
(0.9)
Corporate undertakings
(13.0)
(25.8)
Dividends paid
(10.1)
(6.6)
Dividends from Joint Venture
3.0
–
Purchase of shares held by
EBT net of repayments
(4.9)
(5.6)
Net cash flow
(9.8)
(25.5)
Effect of foreign exchange
rate changes
(3.1)
8.5
IFRS 16 non-cash additions
and modifications including
acquisition
(12.9)
(7.9)
Change in net debt
(25.8)
(24.9)
Opening net debt
(203.8) (178.9)
Closing net debt
(229.6) (203.8)
(1) Other items comprises £4.5m share-based payment
charges (2023 – £4.1m), £(1.3m) profit on share of joint
venture (2023 – £(1.0m)), £(0.4m) working capital and
provision currency movements (2023 – £(1.3m)) and £nil
profit on sale of fixed assets (2023 – £(0.2m)).
Capital expenditure
Gross capital expenditure of £43.2m (2023 –
£35.9m) was 1.1 times depreciation excluding
the impact of IFRS 16 (2023 – 0.9 times). The
disposal of property, plant and equipment raised
£0.1m (2023 – £0.7m). 2025 capital investment
is expected to be above depreciation (excluding
the impact of IFRS 16), the majority of which is
investment on growth projects where contracts
have been secured, with the rest on important
replacement equipment for current production
and sustainability related items.
Working capital
Working capital increased by £18.1m in 2024
to £179.0m as at 31 December 2024 (31
December 2023 – £160.9m), of which £1.9m
increase related to foreign currency movements.
Inventory was higher particularly in Aerospace
with planned investment to enable us to meet
the strong increase in demand from our
customers and was also as a result of 737 MAX
production being lower than initially resourced
for, exacerbated by the Boeing employee strike
in the Puget sound area, coupled with schedule
changes in Q4 from a customer who is an
Airbus tier one supplier. Receivables were
higher as a result of revenue growth. In 2024,
working capital increased as a percentage of
sales by 160 basis points to 18.3% (2023 –
16.7%). We are likely to see an increase in
working capital over the coming year to support
the growth anticipated in Aerospace, however
working capital as a percentage of sales is
expected to reduce towards the 17% level.
The Group participates in some non-recourse
reverse factoring schemes which are arranged
by our customers as a way of reducing credit
risk. The trade receivables reverse factored
under such non-recourse schemes at 31
December 2024 were £29.1m (31 December
2023 – £29.1m). The net impact of reverse
factoring on 2024 was cash neutral in working
capital (2023 – £5.5m inflow) and the discount
interest presented within other finance costs is
a charge of £0.9m in 2024 (2023 – £0.8m).
These arrangements follow standard market
terms and conditions and, as noted above,
are 100% non-recourse to the Group, thereby
transfer all credit risk to the financial institutions
who provide the factoring schemes.
FINANCIAL REVIEW CONTINUED
STRATEGIC
REPORT
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
66
Dividend
The Board is proposing a final dividend of 1.65
pence per share (2023 – 1.70 pence). If
approved, it would be paid on 30 May 2025
to shareholders on the register at the close of
business on 2 May 2025 and payment would
total £6.8m. This would deliver total dividends
paid and proposed in respect of 2024 of 2.40
pence per share (2023 – 2.30 pence), an
increase of 4.3%. At the level recommended,
the full year dividend would be covered 3.0
times by adjusted earnings per share. The cash
outflow incurred during 2024 in respect of
dividends was £10.1m (2023 – £6.6m) relating
to the final dividend for 2023 and the interim
dividend for 2024.
We will continue to follow a progressive
dividend policy reflecting earnings per share,
free cash flow generation, market conditions
and dividend cover over the medium-term.
Goodwill
The increase in goodwill from £193.3m at
31 December 2023 to £195.4m at 31 December
2024 reflects foreign exchange differences
of £2.1m.
Retirement benefit schemes
The retirement benefit surplus in respect of
the Group’s UK defined benefit pension plan
(“the UK Plan”) decreased by £5.0m to £43.5m
(31 December 2023 – £48.5m) due to £6.0m
net actuarial losses and £1.2m running costs
partly offset by £2.2m net interest income.
Retirement benefit deficits in respect of the
US and other territories decreased by £1.2m
to £6.8m (31 December 2023 – £8.0m).
The latest triennial actuarial valuation of the
UK Plan as at 5 April 2022 showed a surplus
of £24.5m (5 April 2019 – deficit of £10.2m).
The Group’s deficit reduction cash
contributions, including administration costs,
to the UK Plan ceased on 30 June 2022.
The estimated cash contributions expected to
be paid during 2025 in the US funded plans is
£0.4m (£0.4m was paid in 2024).
Net debt
Net debt which includes IFRS 16 lease
liabilities increased by £25.8m to £229.6m
at 31 December 2024 (31 December
2023 – £203.8m). As noted in the cash flow
on the previous page, the Group generated
net cash outflow of £9.8m (as defined in
Note 31), before £3.1m adverse foreign
currency movements and £12.9m non-cash
changes in lease liabilities due to additions
and modifications.
Net debt excluding IFRS 16 lease liabilities
of £76.2m (31 December 2023 – £71.8m)
increased by £21.4m to £153.4m at
31 December 2024 (31 December
2023 – £132.0m), due to free cash inflow
of £17.3m and £3.0m dividend received from
the Joint Venture being more than offset by
£15.0m outflow for dividends and net purchase
of shares, £13.0m cash outflow in respect
of corporate undertakings, £10.0m capital
repayment of leases, £2.1m net cash outflows
for site relocation and restructuring and £1.6m
adverse foreign currency movements.
Funding and Liquidity
As at 31 December 2024, the Group’s gross
borrowings excluding leases and transaction
costs directly attributable to borrowings
were £200.0m (31 December 2023 – £181.0m),
with 64% of the Group’s gross borrowings
denominated in US Dollars (31 December
2021 – 61%). Cash and bank balances were
£45.5m (31 December 2023 – £47.6m).
The maturity of these borrowings, together with
the maturity of the Group’s committed facilities,
can be analysed as follows:
Gross
borrowings(2)
£m
Committed
facilities
£m
Within one year
75.0
75.0
In the second year
9.5
34.8
In years three to five
75.5
162.1
After five years
40.0
40.0
200.0
311.9
(2) Gross borrowings include other loans and committed
facilities, but exclude leases of £76.2m and transaction
costs directly attributable to borrowings of £(1.1)m.
At the year-end, the Group had committed
facilities of £311.9m comprising private
placement debt of £162.1m and revolving
credit facilities of £149.8m. The Group is
in a strong funding position, with headroom
at 31 December 2024 of £158.5m in cash
and undrawn facilities.
In the first half, the US RCF of $50m was
extended by a year and will now mature in
June 2026. New private placement loan notes
of $40m (£32m) were issued and drawn down
in February 2025, carrying an interest rate of
5.46% and are due for repayment in February
2029. These new loan notes have refinanced
the maturing £27m private placement loan
notes that were repaid in January 2025.
The weighted average maturity of the Group’s
committed facilities at 31 December 2024 was
2.5 years.
The Group has £nil (2023 – £1.8m) of
uncommitted borrowings which are repayable
on demand.
The Group has two covenants for committed
borrowing facilities, which are tested at
June and December: the Group’s net debt to
EBITDA (defined in the Notes to the Financial
Headlines on page 1) must not exceed 3.0x
and interest cover, the ratio of EBITDA to
interest must be higher than 3.5x. At 31
December 2024, the Group’s net debt to
EBITDA was 1.8x and interest cover was 7.0x,
both comfortably within covenant limits.
Bindi Foyle
Group Finance Director
Operating Cash Conversion (%)
+1,100 bps
85
74
23
24
Free cash flow (£m)
+12%
17.3
15.5
23
24
Funding headroom (£m)
+£17m
159
142
23
24
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
67
VIABILITY STATEMENT
Following a robust assessment, the Directors have concluded
that the Group and Parent Company have sufficient funds to
operate for the foreseeable future (evaluated to 31 December
2027), even in a severe but plausible downside scenario.
In Flexonics, ACT forecast North American
heavy-duty truck production to decline by 5%
in 2025 and rebound in 2026 to 12% growth
as a result of the pre-buy ahead of the planned
2027 emission change. S&P predict European
truck and bus production to increase by 2% in
2025. S&P is forecasting that light vehicle
production in 2025 will fall by 5% in Europe,
by 2% in North America and increase by 6% in
India. The global land vehicle market is expected
to grow at low single-digit compound annual
growth rate through the cycle. In power and
energy markets, activity in the downstream
sector remains focussed in the Middle East and
Asia, where cheap feedstock and economic
growth respectively is driving demand. Global
electricity consumption is forecast to grow at
4% annually through 2027. Demand is being
driven primarily by economic growth,
urbanisation and the adoption of EVs.
In determining a severe but plausible downside
scenario, the base case projections are flexed to
reflect the weighted probability and cumulative
estimated effects of all the Group’s principal
risks and uncertainties, as disclosed on pages
54 to 59. This scenario reflects the combined
probabilistic effect of all principal risks, rather
than individual scenarios for each risk, according
to impact and likelihood of occurrence and
include mitigations where appropriate to
maintain liquidity. These effects drive key
metrics in revenue growth, operating profit
margin and borrowing rates. The top 5 principal
risks with the highest estimated effect on key
metrics include Geopolitical and Economic
impact, Cyber/Information Security, Supply
Change Challenges, Implementation of Strategy
and Price-Down Pressures. The remaining risks
have relatively equal weighting in the scenario
with Corporate Governance having the lowest
estimated effect.
To address the impacts under the severe but
plausible downside, the Board has considered
the mitigating actions within the Group’s direct
control. These include a continued focus on
conserving cash through vigilant management
of capital expenditure and working capital
together with further restructuring actions and
limiting non-critical discretionary spend.
Committed facilities and debt covenants
At 31 December 2024, the Group held
committed borrowing facilities of £311.9m with
liquidity headroom of £158.5m. New private
placement loan notes of $40m (£32m) were
issued and drawn down in February 2025.
These notes carry an interest rate of 5.46% and
The Board has considered a three-year period,
as this reflects the normal mid-term planning
cycle of its business operations while
adequately covering customer lead times for
both new and expansion investment. In addition,
this period provides sufficient clarity to consider
the business prospects and continued recovery
from the pandemic under a base case, while
also assessing impacts under a severe but
plausible downside scenario.
Overall, the Board anticipates good growth for
the Group in 2025 in line with its expectations.
Increasing aircraft build rates, operational
efficiency benefits and improved contract pricing
are expected to drive good growth in Aerospace
in 2025, with H2 performance expected to be
higher than H1. For the full year, Aerostructures
is expected to improve from a loss making
position in 2024 to an operating profit range
of £9m to £11m in 2025, with the large majority
of that being earned in H2. We expect Flexonics
performance in 2025 to be broadly similar
to 2024. In land vehicles, the ramp up of
programmes recently won means we expect
our 2025 performance to be broadly similar to
2024, despite some softness in North America
and Germany. In power and energy, activity
levels are expected to be similar to 2024.
The base case projections of the viability
assessment are based on the Group’s Budget
for 2025 and the Group’s Strategy for 2026 and
2027. The civil aerospace sector continued its
recovery with air traffic increasing in all regions
during 2024. According to the International Air
Transport Association (“IATA”), the latest data
showed that total demand during the year,
measured in Revenue Passenger Kms (RPKs),
increased by 10% year-on-year. Air traffic is
expected to continue to grow as incomes
increase, especially in developing markets in
Asia. The long-term demand for new aircraft is
forecast to grow by 3-4% per annum driven by
growth in air traffic and ongoing fleet
replacement. With record order books, both
Airbus and Boeing plan to increase their aircraft
production rates over the coming years. In the
Group’s other key markets, Senior’s sales to the
Defence sector are primarily focused on US
military aircraft platforms, with good content on
the F-35 Joint Strike Fighter, the newer T-7A
Red Hawk trainer programme, as well as mature
programmes such as the C-130J. The total
planned purchases of F-35s is over 3,500
aircraft, of which 31% is for the international
market and Lockheed Martin expects to
produce 156 F-35 aircraft per year.
are due for repayment in February 2029. The
weighted average maturity of the Group’s
committed facilities is 2.5 years. Net debt
(defined in Note 31c) was £229.6m, including
£76.2m of capitalised leases which do not form
part of the definition of debt under the
committed facilities and do not impact the
Group’s lending covenants.
The Group has two covenants for committed
borrowing facilities, which are tested at June
and December: the Group’s net debt to EBITDA
(defined in the Notes to the Financial Headlines
on page 1) must not exceed 3.0x and interest
cover, the ratio of EBITDA to interest must be
higher than 3.5x. At 31 December 2024, the
Group’s net debt to EBITDA was 1.8x and
interest cover was 7.0x, both comfortably
within covenant limits.
Board’s conclusion
Modelling the base case and severe but
plausible downside scenario and mitigations
indicate that the Group is in compliance with all
debt covenants at all measurement dates out to
31 December 2027. The scenarios also highlight
sufficient liquidity headroom throughout the
period in light of the committed facilities
available. Accordingly, following a robust
assessment the Directors have concluded that
the Group and Parent Company have sufficient
funds to operate for the foreseeable future, even
in a severe but plausible downside scenario. For
the going concern assessment, the foreseeable
future covers a minimum period of 12 months
from the date of approval of these Financial
Statements, and with the viability period
evaluated out to 31 December 2027.
Going concern
As a consequence of the work undertaken to
support the viability statement above, the
Directors have, at the time of approving these
Financial Statements, a reasonable expectation
that the Group and Parent Company have
adequate resources to continue in operational
existence for the foreseeable future, being a
period of at least 12 months from the date of
approval of these Financial Statements.
Accordingly, they continue to adopt the going
concern basis of accounting in preparing these
Financial Statements, having undertaken a
rigorous assessment of the financial forecasts.
Approval
The Strategic Report from pages 1 to 69
was approved by the Board of Directors on
28 February and signed on its behalf by
David Squires
Group Chief Executive Officer
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
68
STRATEGIC
REPORT
In compliance with the Non-Financial Reporting requirement set out in Sections 414CA and 414CB of the Companies Act 2006, the table
below illustrates where our stakeholders can find information in respect of non-financial matters.
Non-financial information
Section of the report
Pages
Business Model
Our Business Model
2
Principal Risks
Risks and Uncertainties
50
Non-Financial KPIs
Key Performance Indicators
48
Climate-Related Financial Disclosures
Task Force on Climate-Related Financial Disclosures (TCFD)
20
Non-financial
information
Policies
Related
principal risk
Due diligence and outcomes
Pages
Environmental
matters
Health, Safety and Environmental Policy – sets out
Senior’s commitment to creating a safe and healthy work
environment free of occupational injuries, ill-health and
environmental incidents.
Climate
Change
• Sustainability – Environment
• Streamlined Energy and
Carbon Reporting
• Climate-Related Financial
Disclosures
14
16
20
Employees
Code of Conduct – provides a clear framework outlining
the expected behaviour and ethical standards for
Senior’s employees.
Corporate
Governance
Breach
• Sustainability – Governance
• Internal Controls and Risk
Management
31
80
Whistle-blowing Policy – encourages employees to report
suspected or observed wrongdoing and unethical behaviour
within the workplace, and provides contact details of an
independent, third-party whistle-blowing service.
Perform – Senior’s performance and development system
is designed to manage and enhance the performance of
its employees.
Talent
and Skills
• Sustainability – People
and Culture
• Sustainability – Health
& Safety
28
26
Learn – Senior’s global learning management platform is
designed to deliver and track training courses, promoting
continuous learning and development among employees
Environmental Health & Safety Management
Framework comprising:
• Senior’s Safety Standards – define the minimum health
and safety requirements for all Group operating businesses.
• Senior’s Health & Safety Essential Behaviours – the
behaviour model helping its employees understand the
behaviours they “should” and “should not” display to
strengthen the Company’s health and safety culture.
• Senior’s Golden Rules – safety principles and guidelines
designed to prevent accidents and protect wellbeing of
employees, contractors, suppliers and visitors whilst on
Senior’s premises.
Respect for
human rights
Human Rights Policy – sets out standards Senior expects
from its employees, customers and suppliers regarding
human rights
Corporate
Governance
Breach
• Internal Controls and Risk
Management
80
Modern Slavery Act Statement – outlines the Company’s
actions to assess potential modern slavery risks and
processes to minimise any risk of slavery or human trafficking
Anti-corruption
and anti-bribery
Agents Policy – applies to business dealings with agents
contracted to represent and act on behalf of Senior in any
sales capacity.
Corporate
Governance
Breach
• Internal Controls and Risk
Management
79
Gifts and Hospitality Policy – restricts the receiving and
giving of gifts and hospitality from, and to, third parties.
Whistle-blowing Policy
Fraud Policy
Social matters
Diversity and Inclusion Executive Commitment –
dedication and involvement of Senior’s leaders in promoting
diversity and inclusion, creating the environment where
individuals from diverse backgrounds feel valued and
respected and have equal opportunities for success.
Talent
and Skills
• Sustainability – Equality,
Diversity and Inclusion
• Sustainability – Communities
27
30
For more information please visit: www.seniorplc.com
Non-Financial and Sustainability Information Statement
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
69
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
70
GOVERNANCE
GOVERNANCE
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
71
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
IN THIS SECTION
72
Chair’s Governance Letter
73
Board at a Glance
74
Board of Directors
77
Executive Committee
78
Board Leadership and Company Purpose
82
Division of Responsibilities
84
Composition, Succession and Evaluation
85
Nominations Committee Report
89
Report of the Directors
90
Audit Committee Report
96
Remuneration Committee Report:
Chair’s Annual Statement
98
2024 Remuneration Report at a Glance
99
Remuneration Report: Policy
102
Annual Report on Remuneration
110
Statement of Directors’ Responsibilities
111
Independent Auditor’s Report to the
Members of Senior plc
Ian King | Company Chair and
Chair of the Nominations Committee
“On behalf of the Board,
I am pleased to present
the Senior plc Corporate
Governance Report
for the year ended
31 December 2024.”
Dear Shareholder,
On behalf of the Board, I am pleased to present
the Senior plc Corporate Governance Report for
the year ended 31 December 2024. This is a
period of change for the Company’s Board, and
we continued our strong focus on governance
practices during this time. The Board’s
composition, independence and expertise
remain appropriate for this period of transition,
ensuring effective challenge and oversight.
Board changes
As announced on 15 May 2024, Bindi Foyle
informed the Board of her intention to retire from
a full-time executive career in May 2025. Bindi
has been a part of Senior’s leadership team for
the past 19 years and an accomplished Finance
Director for almost 8 years. We would like
to take this opportunity to thank Bindi for her
outstanding contributions and commitment
and wish her well for the future. As part of an
orderly succession planning process, and after
a thorough recruitment process, we appointed
Alpna Amar as the Group Chief Financial Officer.
Alpna will join the Board in April 2025 as an
executive Director and will become the Group
Chief Financial Officer in May 2025. Alpna brings
a wealth of experience in our end markets
and a strong track record of helping to enhance
shareholder value. The Board is confident she
will make a fantastic contribution to Senior for
the benefit of all of our stakeholders.
Having reached her nine-year anniversary of
serving on the Board of Senior, Susan Brennan
will be retiring at the upcoming AGM of the
Company. We thank Susan for her long-standing
service and contributions to the Board, and we
wish her all the best for the future. In compliance
with the UK Corporate Governance Code
and in line with our commitment to refresh the
composition of the Board and to maintain its
independence, we appointed Zoe Clements
as a non-executive Director with effect from
1 September 2024. Zoe’s direct experience
in complex investment, private equity and
finance roles across a variety of industries will
complement the current Board and prove
invaluable to Senior’s continued development.
Focus on diversity across leadership
In 2024, the Board maintained its focus on
diversity. As at the time of this report, the Board
includes 56% women, and two of our Board
directors are from ethnic minority backgrounds.
The Board remains committed to supporting
the recommendations of the Parker Review to
promote ethnic diversity. In 2024, we have set
a target of 15%, to be achieved by December
2027, in respect of the UK senior management
positions within the Group that will be occupied
by ethnic minority executives.
Sustainability governance
In response to the emerging regulatory
landscape, the Board provided oversight over
the Group’s Double Materiality Assessment
(DMA). The results of the assessment, which
evaluated sustainability-related impacts, risks
and opportunities from financial and impact
perspectives, will inform Senior’s approach
to enhancing and evolving its sustainability
strategy, aligning it to the changing external
environment and long-term strategic priorities.
Employee engagement
In 2024, we conducted our third Global
Employee Engagement Survey, which allowed
us to gain insights into employee experiences
within the Group and their connection to
Senior’s Purpose and Values, and to identify
areas for improvement. We are pleased to say
that the Company has achieved an overall
employee participation rate of 85% and an
employee engagement score of 7.5. More
information can be found on pages 28 and 29
of the Strategic Report.
2025 Annual General Meeting (AGM)
The Company’s 2025 AGM will take place on
25 April 2025 as a physical meeting at 59/61
High Street, Rickmansworth, Hertfordshire,
WD3 1RH. We invite you to attend the AGM,
to meet the Board and our leadership team.
The Board and I would like to thank you for
your continued support throughout this year
of significant change and your continued
commitment to the Company.
Ian King
Chair
28 February 2025
CHAIR’S GOVERNANCE LETTER
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
72
GOVERNANCE
Ian King | Chair
“The Board’s composition, independence and expertise remains
balanced and appropriate.”
Statement of compliance with
the Corporate Governance Code
Senior plc is subject to the UK Corporate Governance
Code 2018 (the Code). The code is published by the
Financial Reporting Council and available at www.
frc.org.uk. The Company has been compliant with
the Code throughout the financial year under review.
Further information on how the Company has applied
the Principles and complied with the Provisions of
the Code can be found on the following pages:
Board Leadership
and Company Purpose
78 to 81
Division of Responsibilities
82 to 83
Composition, Succession
and Evaluation
84 to 88
Audit, Risk and Internal Control
90 to 95
Remuneration
96 to 109
Board and Executive Committee gender and ethnicity metrics as at 31 December 2024
Number of Board
members
Percentage of the
Board
Number of senior
positions on the
Board (Group CEO,
Group FD, SID, Chair)
Number in Executive
Committee
% of Executive
Committee
Gender representation
Men
4
44%
2
5
62%
Women
5
56%
2
3
38%
Not specified
–
–
–
–
–
Ethnicity
White British or other White
(including minority-white groups)
7
78%
3
7
87%
Mixed/Multiple ethnic groups
–
–
–
–
–
Asian/Asian British
2
22%
1
1
13%
Black/African/Caribbean/
Black British
–
–
–
–
–
Other ethnic group,
including Arab
–
–
–
–
–
Not specified
–
–
–
–
–
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
73
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
BOARD AT A GLANCE
The Board is responsible for Group decisions affecting governance, strategy
and the approval of annual operating budgets and Financial Statements.
Board and Committee membership as at 31 December 2024 and meeting attendance in 2024
The membership and attendance record of the full Board meetings and its full Committee meetings during 2024 are shown in the table below:
Main Board
Audit Committee
Nominations Committee
Remuneration Committee
Chair
Ian King
Mary Waldner
Ian King
Barbara Jeremiah
Ian King
11/11
–
6/6
5/5
Susan Brennan
11/11
4/4
6/6
5/5
Zoe Clements (1)
5/5
1/1
3/3
3/3
Bindi Foyle
11/11
–
–
–
Barbara Jeremiah
11/11
3/4
5/6
5/5
Rajiv Sharma
11/11
4/4
6/6
5/5
David Squires
10/11 (2)
–
–
–
Joe Vorih
11/11
3/4 (3)
6/6
5/5
Mary Waldner
11/11
4/4
6/6
5/5
Total number of meetings
11
4
6
5
(1) Zoe Clements joined the Board effective 1 September 2024.
(2) David Squires was unable to attend one Board meeting due to an unavoidable commitment.
(3) In advance of his appointment in January 2024, Joe Vorih notified the Board he would be unable to attend one Audit Committee meeting due to prior commitments.
Ian King
Barbara Jeremiah
Susan Brennan
Company Chair and Chair of
the Nominations Committee
Senior Independent Non-
Executive Director, Chair of
the Remuneration Committee
Independent Non-Executive
Director
Bindi Foyle
Rajiv Sharma
David Squires
Group Finance Director
Independent Non-Executive
Director
Group Chief Executive Officer
Joe Vorih
Mary Waldner
Zoe Clements
Independent Non-Executive
Director
Independent Non-Executive
Director, Chair of the Audit
Committee and Director
designated to engage with the
Group’s employees
Independent Non-Executive
Director
Andrew Bodenham
A Audit Committee
R Remuneration Committee
N Nominations Committee
Group Company Secretary
BOARD OF DIRECTORS
Ian King
Chair and Chair of the
Nominations Committee
R N
Date appointed to the Board
2017
Independent
Yes, on appointment
Qualifications
Fellow of the Chartered Institute
of Management Accountants
Skills, experience
and contribution
Ian leads the Board in defining the
strategy of the Group and driving
the Company’s Vision to produce
sustainable growth in operating
profit, cash flow and shareholder
value. Ian has relevant direct
experience in Aerospace, a key
element of Senior’s strategy. For
more than 40 years, Ian has held
many senior management and
directorship roles, including finance,
executive management, customer
support and strategic planning.
Current external appointments
• Senior Independent Director
of Schroders plc
• The lead non-executive director
of the Department for Transport
• A non-executive director of High
Speed Two (HS2) Limited
• A senior adviser at Gleacher
Shacklock LLP.
Previous roles
• Chief Executive
of Alenia Marconi
• Group Strategy and Planning
Director of BAE Systems
• Chief Executive of BAE Systems
• Senior independent director
of Rotork plc.
Barbara Jeremiah
Senior Independent
Non-Executive Director, Chair of
the Remuneration Committee
A R N
Date appointed to the Board
2022
Independent
Yes
Qualifications
BA in Political Sciences
and a qualified lawyer
Skills, experience
and contribution
Barbara’s extensive experience in
a number of Senior’s key markets
as an executive and a non-
executive director complements
that of the existing members of
the Board. Barbara is a US citizen
and has good working experience
in North American markets.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
74
GOVERNANCE
Current external appointments
• Chair of The Weir Group plc
• Senior Independent Director
of Johnson Matthey Plc.
Previous roles
• Executive Vice President,
Corporate Development and
Chairman’s Counsel of Alcoa Inc
• Chairwoman of Boart
Longyear Limited
• Non-executive director of
Premier Oil plc and Russel
Metals Inc
• A non-executive director
and Remuneration Committee
Chair of Aggreko plc.
Susan Brennan
Non-Executive Director
A R N
Date appointed to the Board
2016
Independent
Yes
Qualifications
BSc in Microbiology and MBA
Skills, experience
and contribution
Susan brings valuable
manufacturing experience to the
Board, especially in areas of key
technological advances. Her
operational and executive
experience, particularly in
automotive and component
assembly, means she is well placed
to understand issues at both
operational and strategic levels.
Susan has more than 30 years
of manufacturing experience,
including commercial vehicle
electric battery, fuel cell,
automotive vehicle, powertrain,
and component assembly.
In her time as a manufacturing
practitioner, she has always been
a strong proponent of sustainability.
Current external appointments
• Adviser of Modern Hydrogen Inc.
Previous roles
• The Chief Executive Officer
and a board member of 5E
Advanced Materials, Inc.
• The President and Chief
Executive Officer of Romeo
Power, Inc.
• The Chief Operations Officer
of Bloom Energy
• Leadership roles for major
automakers, including Nissan
and Ford.
Bindi Foyle
Group Finance Director
Date appointed to the Board
2017
Independent
No
Qualifications
BSc (Hons) in Economics
& Accounting and a
Chartered Accountant
Skills, experience
and contribution
Bindi’s experience of financial
control and investor relations and
communications means that she
is ideally placed to implement the
strategy and policies approved by
the Board. Since joining the Group
in 2006, she has gained extensive
knowledge of the running of all
the Group’s operations and is
instrumental in managing the
Group’s finances and assisting the
Group Chief Executive Officer in
the management of the Executive
team. Bindi is a member of the
Group’s Executive Committee
and the Treasury Committee,
which is not formally appointed
as a Committee of the Board.
Current external appointments
• The Senior Independent
Director of Avon Technologies
plc as well as the Chair of its
Audit Committee.
Previous roles
• Senior finance roles at
Amersham plc, GE and BDO
Stoy Hayward.
Rajiv Sharma
Non-Executive Director
A R N
Date appointed to the Board
2019
Independent
Yes
Qualifications
BTech in Mechanical Engineering
and MBA, Marketing & Strategy
Skills, experience
and contribution
Rajiv has nearly 30 years’
experience which includes
commercial, operations, M&A,
strategy, digital and general
management. He had a long career
running and growing multinational
companies across the world,
particularly in South East Asia.
Rajiv’s background in mechanical
engineering means that he brings
operational and technical
understanding to the Board’s
discussions. His experience of
developing and executing growth
strategy makes his contribution to
delivering the Company’s long-term
success an important one.
Current external appointments
• A non-executive director of
Raymond Lifestyle Limited
• The Chief Executive Officer of
Archroma Singapore Pte. Ltd.
Previous roles
• The Chief Executive Officer
of Coats plc
• Senior roles in various
companies, including Honeywell,
GE and Shell.
David Squires
Group Chief Executive Officer
Date appointed to the Board
2015
Independent
No
Qualifications
BA in Business Management
Studies, a Fellow of the Chartered
Institute of Purchasing and Supply
and Fellow of the Royal
Aeronautical Society
Skills, experience
and contribution
David has a long-established career
in manufacturing, for the most part
having specialised in the aerospace
sector. He brings extensive
knowledge of the aerospace
industry, other industrial markets
and broad international experience,
as well as understanding of supply
chain and business development to
the Board. David has been the
guiding force in driving the Group’s
Vision and operating in a safe and
ethical manner. David chairs the
Group’s Executive Committee.
He is also the Chair of the Health,
Safety & Environment Committee.
Current external appointments
None
Previous roles
• The Chief Operating Officer
of Cobham plc
• Various roles in Eaton
Corporation, GEC-Marconi/BAE
Systems, Hughes Aircraft
Company (now Raytheon)
and Shell.
Joe Vorih
Non-Executive Director
A R N
Date appointed to the Board
2024
Independent
Yes
Qualifications
BS and MS in Mechanical
Engineering and MBA
Skills, experience
and contribution
Joe brings broad international
engineering expertise in the
automotive, aerospace and
industrial sectors where Senior
operates. His experience in
integrating businesses and
managing businesses through
transition and lean transformation
– in both public and private equity
environments – enable him to make
valuable contributions to the Board.
Current external appointments
• The Group Chief Executive
Officer of Genuit plc
• A partner in Rocky Neck
Partners, LLC.
Previous roles
• The President of HBK, a division
of and key platform business
within Spectris plc
• Various roles in Clarcor
Corporation, Stanadyne
Corporation and
Danaher Corporation
• A Board Director of Muth
Mirror Systems.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
75
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Our Board as at
31 December 2024
Gender diversity
56% Female
44% Male
Ethnic diversity
78% White British or other White
(including minority-white
groups)
22% Asian/Asian British
Tenure
4 Over six years
1 Over three and up to six years
4 Up to three years
Mary Waldner
Non-Executive Director, Chair of
the Audit Committee and Director
designated to engage with the
Group’s employees
A R N
Date appointed to the Board
2021
Independent
Yes
Qualifications
MA (Hons) in Physics and a Fellow
of the Chartered Institute of
Management Accountants
Skills, experience
and contribution
Mary’s background and experience
in finance and in the engineering
sector complements the current
Board membership and is invaluable
in Senior’s continued development.
Current external appointments
• The Chief Financial Officer of
Lloyd’s Register.
Previous roles
• As at 31 December 2024, a
non-executive director and Chair
of the Audit and Risk Committee
of Oxford Instruments plc. Mary
stepped down from this role in
February 2025.
• Group Financial Controller
of 3i Group plc
• The Director of Group Finance
at QinetiQ Group plc
• The Group Finance Director of
Ultra Electronics Holdings plc
• A number of senior roles within
the aerospace and automotive
sectors at British Airways and
General Motors.
Zoe Clements
Non-Executive Director
A R N
Date appointed to the Board
2024
Independent
Yes
Qualifications
Chartered Accountant
Skills, experience
and contribution
Zoe is an investment, private equity
and finance professional with over
15 years of board experience,
and over 25 years of executive
experience, notably in a private
equity context. Zoe’s direct
experience in complex investment
and finance roles across a variety
of industries will complement the
current Board and prove invaluable
to Senior’s continued development.
Current external appointments
• A non-executive director of
Pantheon International Plc
• A non-executive director of
JPMorgan Emerging Markets
Investment Trust plc
• A Member of the Social
Investment Advisory Committee
of the Growth Impact Fund
• A Trustee of the Money and
Mental Health Policy Institute
• A Non-Executive Adviser of
Travers Smith LLP.
Previous roles
• A range of consumer, retail,
leisure, healthcare and
professional services boards
as a non-executive Director.
Andrew Bodenham
Group Company Secretary
Andrew was appointed Group
Company Secretary in 2002. He
acts as Secretary to the Senior plc
Board and its Committees; he is
also a member of the Group’s
Executive Committee and of the
Treasury Committee. Prior to
joining Senior, Andrew had gained
experience working for businesses
in the technology/software,
manufacturing, insurance and
aviation services sectors.
New appointment
Alpna Amar
Group Chief Financial Officer
Alpna will join the Senior plc
Board in April 2025 as an
Executive Director and will
become Group Chief Financial
Officer in May 2025.
Date appointed to the Board
2025
Qualifications
BSc (Hons) in Economics and
Politics, Chartered Accountant
Skills, experience
and contribution
Alpna has extensive corporate,
operational and commercial
finance, strategy, M&A and
investor relations experience,
in both corporate and consulting
positions. She also brings a
wealth of experience in Senior’s
end markets and a strong track
record of helping to enhance
shareholder value. The Board is
confident Alpna will bring valuable
contribution to Senior for the
benefit of all of its stakeholders.
Current external appointments
• A non-executive director of
Chemring Group PLC.
Previous roles
• Corporate Development
Director of Kier Group plc
• Senior investor relations and
corporate development roles
at TI Fluid Systems plc and
Internal Automotive
Components Group SA.
BOARD OF DIRECTORS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
76
GOVERNANCE
David Squires
Nigel Major
Bindi Foyle
Jane Johnston
Andrew Bodenham
Launie Fleming
Mike Sheppard
Amy Legenza
EXECUTIVE COMMITTEE
The Executive Committee oversees the
running of all Senior Group operations.
Executive Committee
membership and meeting
attendance
The Executive Committee, led by
the Group Chief Executive Officer,
is responsible for the
implementation of the decisions
made by the Board and for the
day-to-day performance and
functioning of the Group’s
operations. Its Terms of Reference
can be found on the Company’s
website. The Executive Committee
met nine times during 2024.
David Squires
See biography on page 75.
Bindi Foyle
See biography on page 75.
Nigel Major
Nigel Major joined Senior in April
2024 as Executive Vice President
Strategy, responsible for strategy,
M&A, and technology leadership
across the Group. Before joining
Senior, Nigel was Group Director,
Mergers and Acquisitions at
QinetiQ Group plc. Prior to that,
he was Chief Strategy and
Technology Officer at Laird plc.
His earlier roles included both
developing and implementing
strategy, leading M&A activities,
and leading technology
development. Nigel has an MA in
Maths from Cambridge University
and a PhD in Artificial Intelligence
from Nottingham University and
worked as a research Fellow in
Nottingham and Le Mans, France.
Jane Johnston
Jane joined Senior as Group HR
Director in May 2016. A Fellow of
the Chartered Institute of Personnel
and Development, Jane has
considerable experience heading
up HR functions across a range of
global geographies. She has
worked in a number of different
sectors, including technology,
drug development, construction
and professional services and,
prior to joining Senior, was Group
HR Director at Pace plc. Jane will
be retiring as Group HR Director in
Q2 2025.
Andrew Bodenham
See biography on page 76.
Mike Sheppard
A US citizen, Mike has worked for
the Group for over 30 years and is
the Chief Executive of the Flexonics
Division. A qualified engineer,
Mike’s previous positions within
the Group included operational
roles at the two largest Flexonics
businesses, Pathway and Bartlett.
Launie Fleming
A US citizen, Launie has extensive
experience working for the Group.
Launie joined the Executive
Committee upon his appointment
as Chief Executive of Aerospace
Fluid Systems in September 2008.
In October 2020, Launie was
appointed Chief Executive of the
Aerospace Division, formed by the
consolidation of the Aerospace
Fluid Systems division and
Aerospace Structures division.
Prior to these divisional roles,
Launie was the Chief Executive
of Senior Aerospace SSP.
Amy Legenza
A US citizen, Amy became the
Director of Risk and Assurance
on 1 January 2023 and was
appointed to the Executive
Committee on that date, having
previously served as the Group’s
Head of Risk & Compliance.
A Certified Public Accountant,
Amy joined the Group in 2008
and has broad experience in senior
finance and accounting roles.
New appointments
Alpna Amar
See biography on page 76.
Silvia Schwark
Silvia will be joining Senior as
the Group Human Resources
Director on 3 March 2025.
Silvia is a Fellow of the
Chartered Institute of Personnel
and Development; she has a
wealth of experience in leading
the people function in a range
of global engineering and
manufacturing organisations.
Silvia’s prior roles include the
Chief People Officer at XP
Power plc and other senior
HR leadership roles at Mars
Inc, Tate & Lyle plc and
Vesuvius plc. We are confident
Silvia will make a valuable
contribution to Senior.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
77
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
BOARD LEADERSHIP
AND COMPANY PURPOSE
Key Board activities during the year
Activities
Strategy
• Updates on the Group’s markets and technologies, divisional strategies,
divestments and acquisitions
• Feedback from the Executive Strategy session
• Board Strategy session.
Financial,
contractual
and operational
matters
• Approval of the Group’s full-year 2023 and half-year 2024 results
• Approval of the 2023 final and 2024 interim dividends
• Approval of relevant contracts and capital expenditure requests
• Approval of the Group’s insurance renewal terms
• Business updates from senior management
• Approval of the 2025 Group budget
• Updates on tax and treasury matters.
Governance
• Participating in, and reviewing the recommendations of the annual Board
effectiveness review; agreeing the actions for implementation
• Review and approval of the Modern Slavery Statement
• Review of the Gender Pay Gap Report
• Review and approval of the 2024 Long-Term Incentive Plan Rules
• Review of the Directors’ Potential Conflicts of Interest
• Review and approval of the 2024 Code of Conduct
• AGM
• Review and approval of the Board Diversity and Inclusion Policy
• Approval of Zoe Clements’s and Alpna Amar’s appointments
• Updates on legal, regulatory and corporate governance developments.
Risk and
compliance
• Review of the material financial and non-financial risks facing the Group
• Update on trade compliance
• Updates on information security.
Employees
• Update from the Group HR Director and the Director designated
to engage with the Group’s employees
• Updates on the 2024 Global Employee Engagement Survey results
and review of the action plan.
Stakeholder
engagement
• Updates from financial advisers and feedback from the investor roadshows.
Sustainability
• Updates on the Group’s sustainability matters.
• Review of the outcomes of the Group’s Double Materiality Assessment.
To enable the members of the Board and its Committees to discharge their duties effectively,
the Chair ensures that relevant and reliable information is provided to all Directors in a timely
manner in advance of meetings. The Group Company Secretary supports the Board to ensure
that it has in place appropriate policies, processes, time and resources to enable it to operate
efficiently and effectively.
There is a procedure by which all Directors can obtain independent professional advice at the
Company’s expense in furtherance of their duties, if required, and they have been made aware
of this.
Role of the Board
Senior’s Board has the responsibility to promote
the long-term and sustainable success of the
Company, creating value and delivering positive
outcomes for all stakeholders. It is also
responsible for the Group’s strategic direction,
financial and operational performance as well as
an effective governance framework; it ensures
that the necessary resources are in place for the
Company to meet its objectives. A detailed
description of the Board’s responsibilities is
covered by the Matters Reserved for the Board
and available on the Company’s website.
Our governance framework supports and
promotes a culture of integrity, trust and
accountability. Directors must avoid conflicts
of interest that may arise when their personal
interests conflict with those of the Company.
Our approach to managing conflicts of interest
is described on page 89. Directors should
demonstrate zero tolerance for fraud, bribery
and corruption. In 2024, we enhanced the
Group’s fraud prevention framework by
formalising the Group’s commitment through
a Fraud Policy. The Policy was incorporated
into the Group’s Corporate Framework, and it
reinforced our commitment to ethical behaviour,
respect and transparency across all of Senior’s
operating businesses. Further information is set
out on page 80. Directors promote a culture of
open communication, where employees can
express their opinions or concerns without a
fear of retaliation. In 2024, as part of the Global
Employee Engagement Survey, we held
sessions with our Group employees where we
listened to their feedback, giving them the
opportunity to implement positive changes in
their workplace. This year, we also took the
opportunity to update our Code of Conduct.
During its regular meetings in 2024, the Board
considered the best way of addressing
opportunities and mitigating risks to the future
success of the Company. This was done as part
of the Group-wide assessment of the principal
risks, described on pages 50 to 59. Our annual
Board Strategy meetings continued to provide
an effective forum to review Senior’s
competitive landscape, technological trends,
changes in customer behaviour, as well as to
consider existing and emerging opportunities
to diversify the Group’s products in response
to changing customer preferences.
The table below sets out key focus areas for the Board during 2024.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
78
GOVERNANCE
Recognising that Senior’s Business Model
must be resilient and sustainable, the Board
provided oversight of the considerable work
being done by the Company in identifying
material sustainability-related impacts,
risks and opportunities, as described on pages
12 to 13. Integration of the Double Materiality
Assessment insights into Senior’s strategic
decision-making will enable the Company to
better respond to emerging regulatory changes,
enhance its reputation with stakeholders
and promote innovation – all of which
contribute to the long-term sustainability
of the Business Model.
Throughout the year, governance supported
effective delivery of the Company’s strategic
priorities, as set out on pages 34 and 35. The
Company’s progress in implementing the
strategy is monitored through a set of financial
and non-financial KPIs, details of which can be
found on pages 48 and 49.
The Board is responsible for assessing and
monitoring the Group’s culture. The expected
behaviours and Values are communicated to all
employees through our Code of Conduct; this is
further supported by Group-wide policies and
practices. The Group ensures that its workforce
policies and practices align with the Company’s
Values and support its long-term sustainable
success. The disclosures on pages 27 to 29
describe how our policies and procedures
across the Group align with our Values.
The Board’s activities
in monitoring culture
Qualitative reporting
• We hold some of our Board meetings at
our operating business locations around
the world, which provides an effective
forum for employees to engage directly
with Board Directors and to share their
views. Presentations made by the
operating businesses to Board directors
provide further insights on culture,
challenges and areas for improvement.
• Mary Waldner is our NED responsible for
employee engagement, and she has
provided feedback to the Board following
her extensive engagement with the
Group’s employees across multiple
operating business locations.
Quantitative reporting
• Reviewing health & safety and training
completion statistics.
• Reviewing diversity metrics across
the Group.
Further information on the Company’s approach
to investing and rewarding its workforce can be
found on page 28.
Internal controls and risk management
The Board has ultimate accountability for the
Group’s risk management process.
The Board determines the nature and extent
of the actions necessary to achieve its strategic
objectives and maintains an effective system
of internal controls. The Company’s Audit
Committee reports to and, for certain matters,
advises the Board of Directors. The Audit
Committee Report on pages 90 to 95 describes
the role and activities of the Audit Committee,
together with the significant risks and
judgments that it considered in relation to the
2024 Financial Statements and its relationship
with the internal and External Auditors. Details
of the Group’s approach to risk management
and its Risk and Assurance Framework can be
found on page 52.
Anti-bribery & corruption
Senior has a zero-tolerance policy for bribery
and corruption. Senior’s Code of Conduct clearly
states that Senior will follow all applicable
bribery and corruption laws that apply in the
countries where we do business, including the
UK Bribery Act 2010 and the US Foreign Corrupt
Practices Act. This principle is embedded in our
Code and supported by four policies: Agents
Policy, Gifts and Hospitality Policy, Fraud Policy
and Whistle-blowing Policy. Employees are
provided with training to raise awareness of the
risks and potential consequences of corruption.
• Agents Policy
The Group recognises that the use of
third-party intermediaries can increase
potential bribery and corruption risks within
the markets in which we operate. The
Company conducts appropriate due diligence
and ongoing monitoring of third parties with
which it works, including regular screening,
risk assessments and compliance health
checks. The Company also subscribes to
third-party rating organisations to support its
due diligence process, particularly when
appointing agents and distributors. The
Group’s operating businesses are required to
report on the agents and advisers appointed
by them, on a biannual basis, to the Group
Company Secretary. In addition, the Group
Company Secretary must be notified when
new agents are appointed. Biannual reporting
is reviewed by the Audit Committee.
• Gifts and Hospitality Policy
The Board recognises that gifts and hospitality
have the potential to create a conflict of
interest, or the perception of a conflict
of interest. The Gifts and Hospitality
Policy – which restricts the receiving and
giving of gifts and hospitality from, and to,
third parties – requires that all gifts and
hospitality must be recorded annually through
a self-declaration process. Employees must
declare any gift or hospitality provided or
received with the individual or annual
aggregate value in excess of £200 (or a lower
amount as notified by the Company
Secretary) as specified in the Group Gifts
and Hospitality Policy. Internal audits assess
adherence to the Group’s Gifts and Hospitality
Policy during audits conducted throughout the
year and the annual controls self-assessment.
Alignment between Senior’s Purpose, Values, culture and strategy
Purpose
We help engineer transition to a
sustainable world for the benefit of all
our stakeholders.
The Company’s Purpose is aligned
with our strategic focus on fluid
conveyance and thermal management,
the support to our customers in
transitioning to low-carbon and
clean energy solutions, and to our
commitment to stay at the forefront
of climate disclosure and actions,
including our Net Zero commitments.
Values and Culture
Safety, Integrity, Customer Focus, Respect
and Trust, Accountability, Excellence
Values define behaviours and practices
expected from Senior’s employees in their
business relationships with internal and
external stakeholders. Values guide the
Company’s culture, aligning daily actions
with the long-term strategy. They are
integrated into employees’ performance
reviews, reinforcing the culture where
values are actively practiced and supported.
Strategy
The Company strategy is reviewed on
an annual basis, allowing the Board to
assess performance, adjust priorities
and make informed decisions to drive
long-term sustainability.
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79
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
BOARD LEADERSHIP AND COMPANY PURPOSE CONTINUED
• Fraud Policy
Fraud can lead to financial, operational,
legal and reputational damage and, ultimately,
may affect the achievement of the Group’s
strategic long-term goals, objectives and
priorities. The Group’s Fraud Policy defines the
critical elements of Senior’s fraud
management programmes and establishes
clear expectations for anti-fraud responsibilities
across the Group. The Audit Committee is
responsible for reviewing fraud instances
within the Group and ensuring that proper
controls are implemented and maintained
to prevent any further fraudulent activities.
• Whistle-blowing Policy
As part of our commitment to operate
ethically, the Company has a Whistle-blowing
Policy that is communicated throughout the
Group. This Policy provides employees and
other stakeholders the opportunity to report
suspected unethical or illegal corporate
conduct confidentially and anonymously.
Senior will not tolerate the harassment or
victimisation (including the application of
informal pressure) of a person reporting
corporate conduct in good faith. In addition
to the legal protection provided to such
persons, Senior will treat retaliation against
a person reporting corporate misconduct
as a violation of this Policy and a serious
disciplinary offence.
The Group encourages individuals to first raise
their concerns, verbally or in writing, with a line
manager, an HR team member or local operating
business leader. Where local reporting is not
appropriate, individuals can report their concerns
to a Divisional CEO. Alternatively, anonymous
written, electronic or telephonic communications
may be submitted to any of the above-named
parties. Where a person feels uncomfortable or
unable to approach any of the parties mentioned
earlier, or if the person feels an investigation was
not concluded in accordance with local policy or
regulations, they should contact Senior’s
third-party free whistle-blowing service provider
by telephone or via the web reporting tool.
This service includes the ability to report in
multiple languages.
The provider will pass the details of the concern
to a designated individual from Senior based at
our Group head office in the UK to allow for a full
investigation of the matter. Where requested,
the provider will not pass on the personal
details of who has made the disclosure if the
individual(s) requested that their personal details
be withheld. All whistle-blowing reports are
investigated under the terms of strict
confidentiality to the fullest extent possible.
The investigator will ensure that the
investigation is undertaken as quickly as
possible and conducted within the timeframe
required by local regulations. On conclusion of
the investigation, the whistle-blower is informed
of the outcome of the investigation and what
action Senior has taken, or proposes to take,
as a result of the investigation.
The Group Company Secretary provides
information on any reported whistle-blowing
cases in regular secretarial reports to the
Board of Directors. This is a standing agenda
item at every Board meeting. In addition, the
Group HR Director summarises the total cases
and assesses if any patterns or trends are
emerging. This is included in every Group Chief
Executive Officer’s report to the Board. The
Director of Risk and Assurance provides
whistle-blowing case information in her report
to the Audit Committee.
Human rights and modern slavery
The Group’s Human Rights Policy, which can be
found on the Company’s website, sets out the
standards we expect from our employees,
customers and suppliers regarding human
rights. At Senior, we strive to do business in a
responsible way, respecting the human rights of
our workers and everyone we come into contact
with. We also expect our suppliers to respect
and adhere to the Policy. The Group recognises
the importance of the Universal Declaration of
Human Rights and adheres to the core principles
and values defined within it. The majority of
countries in which Senior operates have their
own laws banning child labour and promoting
human rights. Senior monitors the ages of its
workforce across the world to ensure
compliance and identify any potential issues.
Senior is committed to preventing slavery and
human trafficking in its corporate activities and
throughout its supply chain. Senior does not
restrict any of its employees in any of the
countries in which it operates from joining a
trade union if they wish to do so. Senior also
works closely with its suppliers to ensure that
they at least meet internationally recognised
minimum requirements for workers’ welfare
and conditions of employment. Senior publishes
the Modern Slavery Act Statement, which is
kept under review and updated as necessary.
The current statement can be found on the
Company’s website.
Sustainable Sourcing Policy
Senior’s Sustainable Sourcing Policy defines the
environmental, ethical and social responsibility
principles that all Group suppliers must adhere
to. The Policy applies to all key suppliers of
goods and services based on annual spend and
certain risk factors, such as country of origin
and/or the nature of supply or service. All
suppliers must be screened in accordance
with the Policy, local trade compliance and
sanctions regulations, as well as other relevant
Group policies prior to engaging in any
procurement activities.
International trade compliance
Senior will conduct its business in full
compliance with all global trade laws and
regulations and all relevant sanctions for the
import and export of goods and services in
the countries within which it operates. This
Principle of the Code of Conduct is supported
by the Contract Review Policy, Local Export
Compliance Programmes and the Whistle-
blowing Policy.
Cyber security and data protection
Cyber security is critical to the long-term
sustainability of the Group’s success, and we
maintained strong focus on this area.
The Group has in place the Information Security
Strategy, which provides assurance that there is
sufficient focus on reducing risks of significant
cyber attacks. The Group’s Information Security
Policies are based upon a number of recognised,
international standards, including ISO 27001,
NIST Cyber Security Framework and the CIS top
20 controls, and all Group operating businesses
are required to follow the Policies.
The Board of Directors has overall responsibility
over the Group’s cyber security, ensuring that
the Group remains resilient against cyber risks.
In 2024, the Group Director of Information
Security & Information Technology updated the
Board on the progress against the Group’s
Information Security Strategy and security
issues identified during the year, and presented
the 2023-2026 Capability Roadmap that
identified specific cyber security-related
capabilities that needed to be developed
to support the delivery of the Information
Security Strategy.
The executive responsibility for both Information
Technology (IT) and Information Security (IS) are
consolidated under a single individual; this
approach ensures clear accountability and more
robust risk management. Information security
risk assessments are regularly conducted across
the Group. Risks identified by subject matter
experts are reviewed with applicable risk
owners and steps agreed to mitigate. Further
information on how we manage cyber/
information security risk can be found on page
56. In 2024, we continued various initiatives
designed to enhance employees’ awareness of
the risks posed by phishing emails, helping them
identify common traits of such emails and
conducting simulated phishing exercises. In
addition, we educated employees on healthy
cyber security culture, as well as the benefits
and risks posed by artificial intelligence.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
80
GOVERNANCE
The Group has established mechanisms to
ensure compliance with specific regulatory
requirements. An Acceptable Use Policy is in
place to provide guidelines for the acceptable
and appropriate use of the Group’s information
technology and operational technology assets
by all Group employees. The Policy sets out the
controls that are in place to help reduce the risk
associated with the inappropriate use of the
Group’s information technology and operational
technology assets, which could lead to data
loss, manufacturing disruption, virus or malware
infection or other issues that could have a
negative financial or reputational impact on the
Group. In compliance with the Data Protection
(Charges and Information) Regulations 2018,
the Company is registered with the Information
Commissioner’s Office.
To ensure compliance with the General Data
Protection Regulations (“GDPR”), both in the EU
and the UK, the Company and all relevant Group
operations have in place a GDPR policy and
breach incident procedure which have been
communicated to their employees. As the
Company is not a public authority, its core
activities do not require regular and systematic
monitoring of individuals on a large scale and it
does not process special categories of personal
data, criminal convictions or offences data on a
large scale; it is therefore not required to appoint
a data protection officer. However, the Company
and relevant Group operations each have a Data
Protection Champion, whom employees can
approach for guidance if they have any queries
or concerns relating to data protection.
Compliance with data protection regulations will
continue to be monitored on an ongoing basis.
Engagement with stakeholders
A detailed description of the Board’s
engagement with its stakeholders can be found
in the Stakeholder Engagement section of the
Strategic Report, on pages 40 to 45.
Barbara Jeremiah, the Chair of the Remuneration
Committee, engaged with the Company’s
shareholders and employee representatives on
remuneration-related matters. Further details can
be found on page 97.
As part of the Double Materiality Assessment
process, we have engaged with a wide range of
stakeholders, including customers, suppliers and
shareholders; in addition, we have used insights
received from the 2024 Global Employee
Engagement Survey. Further details on this
engagement process can be found on page 13.
Mary Waldner is the Director designated to
engage with the Group’s employees. The Board
believes that Mary is well-suited to lead on the
initiatives around employee engagement.
Mary’s excellent communication skills and
empathy with diverse employee perspectives
have helped establish trust and form strong
connections with the workforce. In addition,
Mary’s background in the engineering sector
has helped instil credibility with employees
and their challenges.
The Board considers various factors when
assessing the effectiveness of its engagement
mechanisms with the Group’s stakeholders.
Participation rates in employee engagement
activities, employee satisfaction rates and nature
of feedback received from shareholders, nature
and frequency of whistle-blowing reports are
some examples that the Board uses to measure
the effectiveness. The Board remained
confident in the effectiveness of the Group’s
engagement mechanisms and will continue its
commitment to sustaining and adapting, where
necessary, its approach.
The statement of compliance with Section 172
can be found on pages 46 and 47.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
81
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
DIVISION OF
RESPONSIBILITIES
Board roles and responsibilities
Role
Director
Key responsibilities
Company Chair and Chair of
the Nominations Committee
Ian King
(a) Leadership of the Board, setting the Board’s agenda, the style and tone of Board
discussions and ensuring that adequate time is available for discussion of all agenda items,
in particular strategic issues;
(b) supporting the Group Chief Executive Officer in the development of strategy and, more
broadly, to offer guidance to the Group Chief Executive Officer;
(c) promoting a culture of openness and debate by facilitating the effective contribution of
non-executive Directors, and ensuring constructive relations between non-executive
Directors and executive management;
(d) ensuring that the Directors receive relevant, reliable, timely and clear information;
(e) ensuring, in conjunction with the Group Chief Executive Officer, effective communication
with shareholders; and
(f) ensuring that the performance of the Board, its main Committees and individual Directors
are formally evaluated on an annual basis.
Group Chief Executive Officer
David Squires
Leadership of the Company, managing the Group’s business, developing and implementing
the strategy and policies approved by the Board.
Group Finance Director
Bindi Foyle
To manage the Group’s financial affairs and to contribute to the management of the Group’s
business, and the implementation of the strategy and policies approved by the Board.
Senior Independent Non-
Executive Director, Chair of
the Remuneration Committee
Barbara
Jeremiah
To support the Chair and to act as an intermediary for other non-executive Directors,
if necessary.
To chair the Remuneration Committee.
Independent Non-Executive
Director, Chair of the Audit
Committee and Director
designated to engage with
the Group’s employees
Mary Waldner
To challenge the executive Directors and monitor the delivery of the strategy within the risk
and control framework set by the Board.
To chair the Audit Committee and focus its agenda on its key matters: quality of financial
reporting and controls, financial accounting, corporate reporting and effective internal controls.
Mary is also a Director designated to engage with the Group’s employees.
Independent Non-Executive
Directors
Susan Brennan,
Rajiv Sharma,
Joe Vorih and
Zoe Clements
To challenge the executive Directors and monitor the delivery of the strategy within the risk
and control framework set by the Board.
Group Company Secretary
Andrew
Bodenham
To provide advice to the Directors on all corporate governance matters and ensure the
Company complies with legal and regulatory matters and good practice. Andrew acts as
Secretary to the Senior plc Board and its Committees.
Board leadership
Senior’s Board is led by Ian King, the non-
executive Chair, who was independent upon
appointment as Chair of the Company in 2018.
As at 31 December 2024, the Board comprises
the Chair, six independent non-executive
Directors and two executive Directors.
All Directors were selected for appointment
because of their wide industrial and commercial
experience. The Board considers that all
non-executive Directors of the Company
continue to be independent, having taken into
account a list of relationships and circumstances
that may appear relevant in determining
independence. Details of the members of the
Board and of the Executive Committee can be
found on pages 74 to 77.
Division of responsibilities
The Directors are confident that an effective
Board is in place, with a clear division of
responsibilities between the running of
the Board and the running of the Group’s
operating businesses.
During 2024, the Chair held confidential
meetings with non-executive Directors,
without the executive Directors being present,
in accordance with good practice. The Senior
Independent non-executive Director met with
the non-executive Directors to appraise the
Chair’s performance in 2024.
Time commitments
The Board regularly reviews time
commitments of its non-executive Directors to
ensure they can dedicate sufficient time to the
fulfilment of their roles with the Company.
To prevent overboarding, the Board regularly
reviews external directorships; this approach
is also integrated into the recruitment process.
In 2024, the Board approved the appointment
of Zoe Clements as a non-executive Director.
During the short-listing process, the Board
noted Zoe’s existing Board roles and remained
satisfied that her availability and the ability to
meet the time commitments required were
appropriate. The Board undertakes its annual
performance review which, among other
matters, considers the performance of Board
Directors, including their participation in and
contribution to Board meetings.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
82
GOVERNANCE
Governance structure
The Board delegates a certain number of its
responsibilities to the Audit, Remuneration
and Nominations Committees.
There are procedures in place to ensure that all
Directors are properly briefed, so that decisions
taken by the Board are based on the fullest,
up-to-date, available information.
Other committees are appointed by the Board
to deal with treasury matters, disclosure matters
and specific matters such as acquisitions
and disposals.
HSE Committee
The HSE Committee is appointed by the
Executive Committee; it oversees all health,
safety and environmental matters across the
Group. Its Terms of Reference can be found on
the Company’s website. The Committee met
three times during the year, and there was full
attendance at every meeting. In 2024, the
Committee Chair provided feedback to the
Board after each meeting, and minutes arising
from all HSE Committee meetings were made
available to the Board. In addition, the Group
HSE & Sustainability Director attended two
Board meetings in 2024, as described on page
20. The Committee membership is shown in
the table below:
Role
David Squires
(Chair)
Group Chief Executive
Officer
Launie Fleming
Chief Executive of the
Aerospace Division
Mike Sheppard
Chief Executive of the
Flexonics Division
Andrew Bodenham Group Company Secretary
Mark Roden
Group HSE & Sustainability
Director
Nominations Committee
Remuneration Committee
Audit Committee
Board of Directors
The Group Chief
Executive Officer reports
on the activities of the
Executive and HSE
Committees to the Board
after each meeting
Committee Chairs report to the Board on activities after each meeting
Executive Committee
Responsibility over:
• the development and
implementation of strategy,
operational plans, policies,
procedures and budgets;
• the monitoring of operating
and financial performance;
• the assessment and control of risk;
• the prioritisation and allocation
of resources; and
• the monitoring of competitive forces
in each area of operations.
HSE Committee
Responsibility over:
• the Group’s HSE strategy
and objectives; and
• performance against
HSE objectives
Our governance structure
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
83
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
COMPOSITION, SUCCESSION
AND EVALUATION
Dear Shareholder,
On behalf of the Board, I am pleased to present
the Nominations Committee Report for the year
ended 31 December 2024.
Board and Executive
leadership succession
In 2024, the Committee continued its focus
on succession planning. Following the
announcement of Bindi Foyle’s retirement from
the Board, the Committee worked closely with
the management and the executive search
consultants to identify potential candidates for
the role. As announced in November 2024,
Alpna Amar will succeed Bindi, joining the Board
as an executive Director in April 2025, and will
become Group Chief Financial Officer when
Bindi retires in May 2025.
The Committee was mindful that Susan
Brennan would be approaching the end of her
nine-year appointment to the Board in January
2025; therefore, it led the succession planning
process to recruit an additional non-executive
Director. We announced the appointment of
Zoe Clements to the Board of Directors with
effect from 1 September 2024. Susan Brennan
will be retiring from the Board and as a member
of the Audit, Nominations and Remuneration
Committees at the conclusion of the
Company’s next AGM in April 2025.
Throughout the year, the Committee also
maintained emphasis on executive leadership
succession planning to ensure the continuity of
strong and effective leaders across the Group.
Jane Johnston, the Group HR Director,
announced her intention to step down from the
role in the second quarter of 2025, and the
Nominations Committee supported the Group
Chief Executive Officer in the selection process
for this role.
Induction process for new
non-executive Directors
The induction process for new non-executive
Directors is crucial in helping them understand,
among other matters, the Company’s business,
culture and key stakeholders. Joe Vorih and Zoe
Clements, two of our most recently appointed
non-executive Directors, have undergone a
structured induction programme, including
meetings with members of the Executive
Committee and visiting Senior’s operating
businesses. This enhancement to our induction
programme is a follow-on action from the
previous Board Effectiveness Review, and it
will be maintained for all future non-executive
appointments to ensure consistency and
comprehensiveness of the onboarding process.
Board and senior management diversity
Maintaining and enhancing the diversity of the
Board remained a priority throughout the year.
At the time of writing this report, the Board
comprises 56% female directors and two
ethnically diverse directors. Recognising the
importance of building a strong diversity pipeline
throughout all levels of the organisation, the
Committee approved the target of 15%, to be
achieved by December 2027, in respect of the
Group’s UK senior management positions that
will be occupied by ethnic minority executives.
Board performance review
An internal Board performance review was
conducted during the year; further details
can be found on page 88.
This report was reviewed and approved
by the Nominations Committee and signed
on its behalf by:
Ian King
Chair of the Nominations Committee
28 February 2025
Committee membership and meeting attendance in 2024
The Committee met six times during the year under review. Details on meeting
attendance can be found on page 73.
Member
Role
Ian King
Chair of the Nominations Committee
Barbara Jeremiah
Senior Independent non-executive Director
Susan Brennan (1)
Independent non-executive Director
Rajiv Sharma
Independent non-executive Director
Mary Waldner
Independent non-executive Director
Joe Vorih
Independent non-executive Director
Zoe Clements
Independent non-executive Director
(1) Susan Brennan will be stepping down from the Board following the conclusion of the 2025 AGM.
The Group Company Secretary acts as Secretary to the Committee. Senior members of management and
advisers are invited to attend meetings, as appropriate. Two members constitute a quorum for the Nominations
Committee. The Committee Chair attends the Company’s AGM and is available to address any questions from
shareholders regarding the matters within the Committee’s responsibilities.
Ian King | Chair
“In 2024, the Committee
continued its focus on
succession planning.
Maintaining and enhancing
the diversity and capabilities
of the Board remained
a priority throughout the year.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
84
GOVERNANCE
NOMINATIONS COMMITTEE
REPORT
Responsibilities
The Company’s Nominations Committee leads
the process for Board appointments and
supervises leadership development and
succession planning. It also makes
recommendations to the Board on all new Board
appointments and re-appointments. Primary
responsibilities of the Committee include:
• reviewing the structure, size and composition
(including the skills, knowledge, experience
and diversity) of the Board, and making
recommendations to the Board with regard
to any changes;
• ensuring plans are in place for orderly
succession to Board and senior management
positions, and overseeing the development
of a diverse pipeline for succession;
• keeping under review the leadership needs
of the organisation (both executive and
non-executive) with a view to ensuring the
continued ability of the organisation to
compete effectively in the marketplace;
• identifying and nominating for the approval
of the Board, candidates to fill Board
vacancies as and when they arise;
• leading the process of Board appointments;
• reviewing the time required from
non-executive Directors; and
• reviewing the results of the Board
performance evaluation process that
relate to the composition of the Board
and succession planning.
The Nominations Committee’s Terms
of Reference can be found on the
Company’s website.
Re-election of Board Directors
The Nominations Committee and the Board
consider that all non-executive Directors are fully
independent and free from any conflicts of
interests that could hinder their ability to perform
their duties effectively. Senior considers its
non-executive Directors are actively contributing
their diverse experiences and expertise from
various industry sectors. Any potential conflicts
of interest are fully disclosed by Directors upon
appointment and are reviewed regularly
throughout each year.
Details of the Directors’ external statutory
appointments can be found in their biographies
on pages 74 to 76. The Board believes that the
Directors’ experience of working with other
companies adds value to their contribution to
the Company’s Board and Committee meetings.
The Directors believe that the Board and its
Committees have the appropriate combination
of skills, experience and knowledge to enable
them to perform their duties effectively.
Membership of the Board and its Committees is
kept under regular review and refreshed when
appropriate, taking into account the Directors’
lengths of service and their ability to devote
sufficient time to Company matters.
Key activities of the Committee during the year
February
• Reviewing recommendations of the external Board Effectiveness Review and agreeing focus areas
for 2024.
• Reviewing the performance of all Board Directors and recommending their re-election at the 2024 AGM (1)
• Reviewing the composition of the Board Committees and confirming their memberships
remained appropriate.
• Reviewing the draft Nominations Committee Report and recommending its approval to the Board.
April
• Board and executive leadership succession planning.
May
• Board and executive leadership succession planning.
• Appointment of Zoe Clements as a non-executive Director.
• Reviewing succession plans for the Group, Divisions and operating businesses.
September
• Executive leadership succession planning.
• Approving the target, to be achieved by December 2027, for the percentage of UK-based senior
management who self-identify as ethnic minority.
• Annual review of the Board Diversity and Inclusion Policy.
October
• Recommending the appointment of Alpna Amar as the new Group Chief Financial Officer.
• Executive leadership succession planning.
December
• Reviewing tenures of non-executive Directors.
• Reviewing succession plans for the Executive Committee.
• Ratification of Alpna Amar’s non-executive directorship with Chemring Group PLC.
• Annual review of the Committee’s Terms of Reference.
• Receiving an update of the Group’s progress against the target of 30%, to be achieved by December
2027, for the percentage of global senior management who self-identify as ethnic minority.
(1) Following the 2024 year end, having considered the composition of the Board and its Committees, the Nominations
Committee made recommendations to the Board concerning the election and re-election of Directors at the 2025 AGM.
In addition to the above-listed main meetings held in person during the year, the Nominations
Committee also passed a written resolution, unanimously approved by all members of the
Committee, confirming its support of Bindi Foyle’s appointment as the Senior Independent
Director of Avon Technologies plc.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
85
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOMINATIONS COMMITTEE REPORT CONTINUED
The Board confirms that in 2024 all Directors in
office at the time worked assiduously and
diligently. Each Board member made a very
positive contribution to the running of the
Company and the Board confirms that they will all
continue to work to ensure its long-term success.
In compliance with the Corporate Governance
Code, all Directors, with the exception of Susan
Brennan, will offer themselves for re-election at
the 2025 AGM. Having reached her nine-year
tenure on the Board of Senior, Susan will be
retiring following the conclusion of the AGM
and will not be standing for re-election. Zoe
Clements, who was appointed to the Board in
September 2024 and Alpna Amar, who will join
the Board in April, will stand for election at the
AGM to be held in April 2025. The resolutions to
be put to shareholders at the 2025 AGM can be
found in the Notice of Annual General Meeting,
which is available on the Company’s website.
Appointments to the Board
The Company follows a rigorous, formal
and transparent procedure for its Board
appointments, which is conducted in
accordance with the Board Diversity and
Inclusion Policy. New appointments are made
on merit, taking account of the specific skills
and experience, independence and knowledge
needed to ensure a rounded Board, with
diverse and inclusive Board and Committee
composition. The Committee only engages with
executive recruitment firms that have signed up
to the Voluntary Code of Conduct for Executive
Search Firms.
Board induction and development
All Directors receive induction upon joining the
Board and are encouraged to update their
knowledge and skills on a frequent basis.
The induction process typically includes the
following key elements:
• introduction to the Company’s business;
• governance structure;
• legal compliance and Group policies;
• information on Group strategy;
• financial information;
• meetings with the Chair and
non-executive Directors;
• meetings with the executive Directors and
members of the Executive Committee; and
• site visits.
In 2024, we retained Sam Allen Associates Ltd, an executive search consultancy firm,
to support with the recruitment of Group Chief Financial Officer and an additional
non-executive Director. Sam Allen Associates is a member of the Standard Voluntary Code
of Conduct for Executive Search Firms. The firm has no connection to the Company or any
individual Directors.
Appointment process for
Group Chief Financial Officer
The Committee worked closely with the
executive leadership to define the experience,
skills and competencies required for the role
of Chief Financial Officer. The recruitment
process carefully considered both external
candidates, as well as the Group’s internal
talent, drawing on the established succession
plans and talent mapping.
All candidates went through a strict
referencing process. Following the conclusion
of the interviews, Alpna Amar was identified
as the most suitable candidate for the role of
Group Chief Financial Officer. Her
appointment was announced on 6 November
2024. The Committee noted that Alpna
would retain her role as a non-executive
director of Chemring Group PLC, a FTSE
250 listed company. The Committee
considered this role in the context of the
UK Corporate Governance Code,
overboarding considerations and policies of
key shareholders and proxy advisory firms,
as well as the potential impact on Alpna’s
role as an executive Director and Group
Chief Financial Officer of the Company.
Having given due consideration to all factors,
the Committee was supportive of Alpna
continuing her non-executive director’s role.
Appointment process for an
additional non-executive Director
Recognising that Susan Brennan would be
approaching the end of her nine-year
appointment to the Board in January 2025,
the Committee started an orderly recruitment
process for an additional non-executive
Director. Due consideration was given to the
skills, experience and expertise required to
maintain the diversity of the Board. Following
an extensive selection process, the
Committee recommended Zoe Clements as
a preferred candidate to the position. Zoe’s
direct experience in complex investment,
private equity and finance roles across a
variety of industries will complement the
current Board and prove invaluable to
Senior’s continued development.
Joe Vorih’s and
Zoe Clements’ induction
Joe’s and Zoe’s induction process
consisted of several steps. In the first
instance, both Directors received Senior’s
Induction Pack which provided, among
other matters, contextual background of
the Group’s operating environment, its
strategic aspirations and performance.
The next element of Joe’s and Zoe’s
induction included meeting with the Chair
and representatives of senior management.
The purpose of these sessions was to get
a deeper understanding of any ongoing
projects, stakeholder expectations,
challenges and opportunities facing the
Group; these informal meetings were also
key to building relationships and rapport
with internal stakeholders.
Finally, as part of their induction process,
both Joe and Zoe have visited multiple
Group operating businesses. These visits
allowed Joe and Zoe to gain a better
understanding of the broad range of
products manufactured by Senior’s
operating businesses and their contribution
to and alignment with the overall Group
strategy, key customer expectations
and supplier relationships.
Directors receive training throughout the year,
and the Group Company Secretary provides the
Board with statutory and regulatory updates at
every Board meeting and notifies them of any
pressing points that are relevant between
meetings. We recognise the importance of
providing regular training to the Board Directors
– this ensures they are well-equipped with the
skills and competencies to fulfil their role
effectively as the business and operating
landscapes evolve. In 2024, the Directors
completed the following training modules:
• Insiders and Insider Dealing;
• Accounting and Financial Integrity;
• Global Fraud Prevention;
• 2024 Global Code of Conduct;
• Prevention of Facilitation of Tax Evasion;
• Cyber Security Training for Leadership;
• Preventing Sexual Harassment; and
• AI: Understanding its Use, Risk and
Limitations in the Workplace.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
86
GOVERNANCE
Succession planning
Effective succession planning plays a key role in
maintaining continuity of leadership, strategic
oversight and decision-making. In 2024, the
Committee received two scheduled updates on
the Group’s succession plans from the Group
Chief Executive Officer and the Group HR
Director. The plans, which focused on the
Executive Committee, their direct reports, and key
divisional and Group roles, mapped out candidates
capable of stepping into critical roles. This
approach ensures that the Group can respond
effectively to unexpected changes in leadership
and maintain operational performance.
The Committee maintained its focus on
reviewing individuals on the succession maps
using the nine-box matrix, assessing employees
based on two key dimensions – performance
and potential. The matrix served as a starting
point for discussions on development needs for
the individuals shown on the matrix. When
reviewing succession plans, the Committee
acknowledged the benefits of a diverse
workforce, diversity of thought and employing
individuals from diverse backgrounds and
experience across the organisation, including
Board members and senior managers.
In 2024, we continued with our leadership
development programme – “Leading for
Excellence”. “Leading for Excellence” enables
individuals to develop a number of critical
competencies, particularly in the areas of
leadership, stakeholder management and
people management skills. The “Leading for
Excellence” programme supports the
Company’s focus on developing and nurturing
those individuals who are capable of taking on
leadership roles in the future.
In 2024, we also introduced a mentoring
programme where members of the Board and
the Executive Committee were mentoring high
potential individuals, identified through the
succession planning process.
The Committee remained satisfied with the
evolution and progression of the succession
planning process and was supportive of the
initiatives to prepare high potential employees
for future leadership roles.
Board diversity and inclusion
The Board Diversity and Inclusion Policy
provides an effective framework for the
Nominations Committee and the Board to
follow in assessing the composition of the Board
and its Committees and recommending the
appointment of new Directors. The Company
is committed to maintaining and promoting all
aspects of diversity, inclusion and equal
opportunity among the members of its Board
and its Committees.
The Policy supports the Company strategy
in several ways. A diverse Board brings
a variety of perspectives, experiences and
viewpoints, improving strategic discussions
and decision-making. It helps the Company
to maintain its agility, adapt to change more
quickly, take advantage of emerging
opportunities and find innovative approaches
to address any challenges.
The objectives of the Policy in force for the year
ended 31 December 2024 include:
• maintaining no less than 40% of female
representation on the Board, including having
at least one female director in a senior Board
position (Chair, CEO, Senior Independent
Director or Chief Financial Officer);
• maintaining no less than one director from
a minority ethnic background on the Board;
• embedding diversity and inclusion principles
into the recruitment process for Board
appointments and succession planning by
only engaging with executive recruitment
firms that have signed up to the Voluntary
Code of Conduct for Executive Search Firms;
and
• working with executive recruitment partners
to widen the pool of candidates by considering
candidates from diverse backgrounds.
As at 31 December 2024, the Board has met all
of the objectives set by the Policy.
In addition, we confirm that the Company has
met the targets stipulated in the Listing Rule
6.6.6R (9) as at 31 December 2024. The
numerical data on the ethnic background and
the gender identity of the individuals on the
Board of the Company and in its Executive
Committee as at 31 December 2024 is set out
on page 73. As announced on 6 November
2024, Alpna would join the Senior plc Board in
April 2025 as an executive Director and will
become Group Chief Financial Officer in May
2025. In addition, Silvia Schwark will replace
Jane Johnston as the Group HR Director in early
2025. Data used for the purpose of making the
disclosures was collected through the
Company’s diversity monitoring forms
completed by the individuals on the Board of the
Company and in its Executive Committee.
The information on the gender balance of those
in senior management and their direct reports
can be found on page 27.
In 2023, we set a target of 30%, to be achieved
by December 2027, in respect of the Group’s
senior management positions that will be
occupied by ethnic minority executives. At the
end of 2024, ethnic minority representation
among the Group’s global senior management
positions was 23%.
This year, following the revised
recommendations of the Parker Review,
we set a new target of 15%, to be achieved by
December 2027, in respect of the Group’s UK
senior management positions.
Case study
EMPOWERING AND
ELEVATING TALENTED
WOMEN AT SENIOR
We are committed to providing a diverse
and inclusive workplace, and we believe
there remains an opportunity to further
improve our gender diversity, particularly
in our operating businesses by
developing more women into leadership
roles. To help us achieve this, we have
established Senior’s Women’s Network
which aims, among other matters,
to support women by identifying, raising
awareness of and addressing barriers for
women in the workplace. The Network
will provide opportunities for professional
development and networking, helping
women build confidence and skills to
progress in their careers. We recognise
that the Network’s outcomes may not
be immediately evident; instead,
we believe it will be able to create a
longer-term organisational change,
leading to increased representation of
women in Senior’s operational roles.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
87
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Board performance review
2023 Board performance review findings and the progress made in 2024
Continue the focus on Board skills and succession;
strengthen the induction process for new Board members
with emphasis on Senior’s strategy, products and
technology awareness, including site visits.
There had been good progress with Board succession, with the appointments
to the Board of Joe Vorih and Zoe Clements, and to the Executive team
of Alpna Amar and Silvia Schwark; changes to the induction process
for new Board members would be made based on feedback received.
Adopt a more formalised structured agenda and broader
role for the Nominations Committee, to enhance its
oversight of succession planning, approach to training,
development and talent.
The Nominations Committee oversaw the recruitment of two new
Board members and of two executives.
Continue to streamline Board processes by making
the Board meeting packs more concise.
Board processes continued to be reviewed including considering ways
to make the Board meeting packs more concise.
Provide further opportunities for the Group employees
to engage with and meet the members of the Board.
Further opportunities were provided for Group employees to engage with
and meet the members of the Board, including during site visits and through
the new Group Mentoring programme.
How the 2024 Board performance review has been conducted
The 2024 Board performance review was carried out internally through the use of online questionnaires. The scope of the questionnaires covered
the Board as well as the Audit, Remuneration and Nominations Committees. Areas covered by the questions included quality and quantity
of information being provided to the Board and its Committees, composition and any gaps in characteristics, experience or skills, quality of
discussions around strategic issues and other challenges facing the Company and relationship with the executive leadership, among other matters.
Following the completion of questionnaires by all Board Directors and the Company Secretary, a consolidated report was presented to the Board.
The outcomes and actions taken
Overall, the Board performance review concluded that the Board had exercised strong governance and was operating effectively. The recruitment
of Joe Vorih and Zoe Clements had addressed Board succession requirements and complemented the Board skills.
Board sessions had a good level of challenge and discussion, with appropriate and constructive input from non-executive Directors. The Board
Committees were all considered to be working effectively.
The Chair was committed and fully engaged in the discussions taking place both within and beyond Board meetings. Barbara Jeremiah and Mary
Waldner continued to be effective in their respective committee Chair roles. Barbara and Mary were also effective in their respective roles as the
Senior Independent non-executive Director and the designated non-executive Director for employee engagement.
The Board is committed to regular training, in particular on Cyber and a yearly refresh on Code of Conduct, with all Board members up-to-date
on requirements.
The Board agreed the following focus areas for 2025:
• the Nominations Committee would continue its focus on Executive succession and look to drive further improvements in the Group’s gender
diversity, particularly within the operational management teams;
• having defined the Fluid Systems strategy in 2024, the Board would continue to discuss and stress test the strategy, and oversee the
implementation of the strategy and operational improvements;
• increase the amount of time the Board spends considering market developments affecting the Group, including customer activity and supply
chain issues; and
• following the succession of the Group CFO and Group HR Director, ensure that their inductions are effective, that they build strong relationships
with the respective Chairs of the Audit and Remuneration Committees, and that they drive further improvements in Organisation efficiencies.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
88
GOVERNANCE
11.30 am on Friday 25 April 2025 at Senior plc,
59/61 High Street, Rickmansworth, Hertfordshire,
WD3 1RH. Please see the Notice of Annual General
Meeting 2025 for the details of the AGM; a copy of
the Notice can be found on the Company’s website.
Authority to purchase the Company’s
own shares
The Company purchased no ordinary shares of 10
pence each in the capital of the Company; 4,148,205
shares in the Company (2023– 3,234,988 shares) were
purchased by the Senior plc Employee Benefit Trust in
the year to satisfy the future vesting of executive share
awards and employee share plans. At the end of the
year, the Directors had authority, under a shareholders’
resolution dated 26 April 2024, to make market
purchases of the Company’s shares up to an aggregate
nominal amount of £42m (2023 – £42m), which
represented approximately 10% of the issued share
capital of the Company. A resolution to renew this
authority will be proposed at the forthcoming AGM.
Disclosure of information to auditor
Each of the persons who is a Director of the Company
at the date of approval of this Annual Report &
Accounts confirms that so far as the Director is aware,
there is no relevant audit information of which the
Company’s Auditor is unaware; and the Director has
taken all steps that he/she ought to have taken as a
Director in order to make himself/herself aware of any
relevant audit information and to establish that the
Company’s Auditor is aware of that information.
This information is given and should be interpreted in
accordance with the provisions of Section 418 of the
Companies Act 2006.
In 2016, the Group undertook a formal tender process
for its external audit function, which resulted in KPMG
LLP being appointed the Group’s External Auditor for
the financial year commencing 1 January 2017. KPMG’s
re-appointment was last approved by the Company’s
shareholders at the 2024 AGM. In accordance with
Section 489 of the Companies Act 2006, a resolution
for the re-appointment of KPMG LLP as Auditor of the
Company is to be proposed at the forthcoming AGM.
During the second half of 2024 the Board, with the
recommendation of the Audit Committee, agreed that
the Company would conduct a competitive tender of
the 2027 year-end audit during 2025.
By Order of the Board
Andrew Bodenham
Group Company Secretary
28 February 2025
effect, alter or terminate upon a change of control
of the Company, such as commercial contracts, bank
loan agreements, property lease arrangements, and
employee share plans. None of these are considered
to be significant in terms of their likely impact on the
business of the Group as a whole. Furthermore, the
Directors are not aware of any agreements between
the Company and its Directors or employees that
provide for compensation for loss of office or
employment that occurs because of a takeover bid.
Conflicts of interest
The Board has a procedure for identifying and
managing Directors’ potential conflicts of interest.
The Group Company Secretary maintains the Register
of Directors’ Potential Conflicts of Interest. Directors
are required to declare their own potential conflicts,
together with those of their close family members,
their partners, any trust to which they are a beneficiary,
a corporate body in which they have a 20% interest
or above, or a firm in which they are a partner. The
Directors review and confirm their Register entries at
least annually. At every Board meeting, the Directors
are required to declare if they have any potential
conflicts of interest in the business to be discussed at
the meeting. In 2024, the Directors confirmed there
were no potential or actual conflicts of interest.
Directors’ indemnities
Qualifying third-party indemnity provisions for the
benefit of the Directors were renewed by the
Company during the year and remain in force at the
date of this Report.
Research and design
In 2024, the Group incurred £20.0m (2023 – £20.0m)
on research and design. Product development
and improving manufacturing processes represent
the primary focus of the Group’s research and
design activities.
Political donations
No political donations were made by the Company
or any of the Group’s operations during the year.
Major shareholdings
The Company has been notified that the following
shareholders were interested in 3% or more of the
issued share capital of the Company:
% at
11 February
2025
Alantra Asset Management
17.07
Franklin Templeton
9.34
Aberforth Partners
7.98
Heronbridge Investment Management
5.20
Vanguard Group
5.11
BlackRock
4.14
Columbia Threadneedle Investments
3.88
Janus Henderson Investors
3.54
Fidelity International
3.52
Sterling Strategic Value Fund
3.09
So far as is known, no other shareholder had a
notifiable interest amounting to 3% or more of the
issued share capital of the Company, and the Directors
believe that the close company provisions of the
Income and Corporation Taxes Act 1988 (as amended)
do not apply to the Company.
Annual General Meeting
The Notice of Annual General Meeting describes the
business to be considered at the AGM to be held at
This Directors’ Report, together with the information
in the Strategic Report forms the management report
for the purposes of DTR 4.1.8R. The Strategic Report,
the Governance Report, which includes this Directors’
Report, and any notes to the Financial Statements
include information that would otherwise be included
in the Directors’ Report required under the Companies
Act 2006.
Disclosures located elsewhere in the
Annual Report & Accounts 2024
The Strategic Report on pages 1 to 69 includes details
of Senior’s Business Model, strategic priorities, financial
and non-financial key performance indicators, risks and
uncertainties, market overview, key growth drivers and
a summary of the Group’s 2024 performance.
Activities and business review
Senior plc is a holding company. The nature of the
Group’s operations and its principal activities are set
out in the Strategic Report on pages 1 to 69. Its Group
undertakings are shown on pages 175 and 176. Six of
the Company’s operating businesses and the Group
head office are located in the UK and 20 in the Rest
of the World.
Dividends
An interim dividend of 0.75 pence per share
(2023 – 0.60 pence) has already been paid and
the Directors recommend a 2024 final dividend of
1.65 pence per share (2023 – 1.70 pence). The final
dividend, if approved, will be payable on 30 May 2025
to shareholders on the Register of Members at the
close of business on 2 May 2025. This would bring
the total dividend for the year to 2.40 pence per share
(2023 – 2.30 pence).
Policy on employee disability
Senior provides support, training and development
opportunities to all our employees irrespective of any
disabilities they may have. We give full and fair
consideration to disabled applicants, and where an
existing employee becomes disabled during their
employment, we will make every effort to ensure they
are able to continue working for Senior in their original
or an alternative role.
Employee share plans
Details of employee share plans are set out in Note 32.
Restrictions on transfer of shares
There are no specific restrictions on the size of a holding
nor on the transfer of shares, which are both governed
by the general provisions of the Company’s Articles of
Association and prevailing legislation. The Directors are
not aware of any agreements between holders of the
Company’s shares that may result in restrictions on the
transfer of securities or on voting rights. No person has
any special rights of control over the Company’s share
capital, and all issued shares are fully paid.
Directors
With regard to the appointment and replacement of
Directors, the Company is governed by its Articles of
Association, the UK Corporate Governance Code
2018, the Companies Act 2006 and related legislation.
The powers of Directors are described in the Matters
Reserved for the Senior plc Board, which may be
found on the Company’s website. Each year,
shareholder approval is sought to renew the Board’s
authority to allot relevant securities.
Amendment of Articles of Association
The Articles may be amended by special resolution
of the shareholders.
Significant agreements
There are a number of other agreements that take
REPORT OF THE DIRECTORS
The Directors present their Report and supplementary reports, together with
the audited Financial Statements for the year ended 31 December 2024.
Acquisitions and disposals
157
Corporate governance statement
of compliance
72
Directors
74
Directors’ share interests
106
Stakeholder engagement
40
Future developments
18
Greenhouse gas emissions
16
Anti-bribery
79
Modern slavery
80
Related-party transactions
173
Risk management
50
Section 172 statement
46
Share capital
171
Use of Financial Instruments
128
Whistle-blowing
80
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
• reviewing and approving the terms of the
External Auditor’s engagement, including the
management representation letter addressed
to the External Auditor;
• reviewing the longer-term viability and the
going concern basis of accounting in
preparation of the Financial Statements
of the Group;
• approving the appointment or termination
of appointment of the Director of Risk
and Assurance;
• reviewing the effectiveness of the internal
audit function (currently headed by the
Director of Risk and Assurance); considering
the major findings of internal audit activities
and management’s response; ensuring
co-ordination between the internal audit
function and the External Auditor; reviewing
and approving the role and mandate of the
internal audit function; and annually approving
the Internal Audit Charter, ensuring it is
appropriate for the Group’s current needs;
• ensuring the internal audit function has
unrestricted scope, the necessary resources
and access to information to enable it to fulfil
its mandate, ensuring there is open
communication between different functions
and that the internal audit function evaluates
the effectiveness of these functions as part of
its internal audit plan, and ensuring that the
internal audit function is equipped to perform
in accordance with appropriate professional
standards for internal auditors;
• ensuring the internal Auditor has direct access
to the Board Chair and to the Audit
Committee Chair, providing independence
from the Executive and accountability to the
Audit Committee;
• carrying out an annual assessment of the
effectiveness of the internal audit function;
• reviewing the effectiveness of the Group’s
internal control systems that identify, assess,
manage and monitor financial risks, and other
internal control and risk management systems;
• developing and recommending to the Board
the Group’s Policy for the Provision of
Non-Audit Services by the External Auditor,
including specifying permitted non-audit
services and their approval requirements;
• ensuring the External Auditor’s remuneration
fee level is appropriate to enable an effective
and high-quality audit;
• monitoring the External Auditor’s processes
for maintaining independence and its
compliance with relevant law, regulation,
other professional requirements and the
Ethical Standard;
• agreeing with the Board a Policy on the
Employment of Former Employees of the
Group’s External Auditor, taking into account
the Ethical Standard and legal requirements,
and monitoring the application of this Policy;
Dear Shareholder,
The Audit Committee has been established by
the Board and consists entirely of independent
non-executive Directors. The primary role of the
Audit Committee is to maintain the integrity of
the financial reporting of the Group and to
ensure appropriate risk management and
internal control procedures. To enable the Audit
Committee to fulfil this role, its main
responsibilities include:
• conducting the process for selecting the
External Auditor and making
recommendations to the Board, and ultimately
shareholders, for approval of the appointment
of the External Auditor and the audit fee,
initiating tender processes in accordance with
regulatory requirements, and the resignation
or dismissal of the External Auditor;
• if an External Auditor resigns, investigating the
issues leading to this and deciding whether or
not any action is required;
• monitoring and assessing annually the
independence and objectivity of the External
Auditor, its compliance with regulatory
requirements, the effectiveness of the
external audit process and authorising the
provision, if any, of non-audit services and the
impact this may have on independence;
• monitoring the integrity of the Company’s
financial reporting, including its annual and
interim reports, preliminary announcements
and related formal statements. Reviewing and
reporting to the Board on significant financial
reporting issues and judgments which those
statements contain, having regard to matters
communicated to it by the Auditor. Reviewing
any other statements requiring Board approval
which contain financial information where
practicable and consistent with any prompt
reporting requirements. Where the
Committee is not satisfied with any aspect of
the proposed financial reporting by the
Company, it shall report its views to the Board;
• reviewing the Company’s statement on the
Annual Report & Accounts prior to
endorsement by the Board, that taken as a
whole the Annual Report & Accounts is fair,
balanced, understandable and provides the
information necessary to assess the Group’s
position and performance, Business Model
and strategy;
• discussing with the External Auditor issues
and reservations, if any, arising from the
year-end audit and the half-year review,
and any other matters the External Auditor
may raise;
Mary Waldner | Chair of the Audit Committee
“As Chair of the Audit Committee,
I am pleased to present the
Audit Committee Report for the
year ended 31 December 2024.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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GOVERNANCE
AUDIT COMMITTEE
REPORT
• understanding the strategy at both Group and
operational levels to ensure that business
risks and other relevant issues are effectively
identified and communicated to the Board;
• assessing the Audit Committee’s capabilities
in relation to diversity, risk experience and the
financial expertise of its members;
• understanding the implications of changes to
accounting standards;
• ensuring the Company’s corporate ethics,
anti-bribery and compliance procedures are
up to date in terms of addressing the potential
risks of fraud and misconduct;
• reviewing the Group’s Whistle-blowing Policy,
to ensure that appropriate procedures are in
place for employees, contractors and external
parties to raise, in confidence, any concerns
that they may have relating to suspected
malpractice, illegal acts, omissions or other
unethical corporate conduct, regarding
financial or other matters; and ensuring that
arrangements are in place for investigation of
such matters and follow-up action;
• giving due consideration to all relevant laws
and regulations, the provisions of the Code
and published guidance, the requirements of
the FCA’s Listing Rules, Prospectus Rules and
Disclosure Guidance and Transparency Rules
sourcebook, and any other applicable rules;
• after each Audit Committee meeting, the
Audit Committee Chair formally reports to
the Board on its proceedings and how the
Committee has discharged its duties;
• working and liaising with all other Board
Committees, ensuring interaction between
the Committees and the Board is reviewed
regularly; and
• considering any other topics specifically
delegated to the Audit Committee by the
Board from time to time.
The Audit Committee is required to report its
findings to the Board, identifying any matters
where it considers that action or improvement
is needed, and to make recommendations as
to the steps taken.
Composition of the Audit Committee
The Terms of Reference for the Audit
Committee state that the Audit Committee shall
be appointed by the Board from amongst the
independent non-executive Directors of the
Company, excluding the Company Chair, at least
one of whom shall have recent and relevant
financial experience. The Audit Committee shall
consist of not less than three members, of
which all shall be independent of any business
connection with the Group. Appointments to the
Audit Committee shall be for a period of up to
three years, which may be extended by a
maximum of two additional three-year periods,
subject to the members remaining independent.
One member of the Audit Committee, Barbara
Jeremiah, Senior Independent non-executive
Director and Chair of the Remuneration
Committee was appointed a non-executive
director of Johnson Matthey Plc with effect
from 1 July 2023. Johnson Matthey Plc, a
related party of the Group, has been renting
excess car parking space from one of the
Group’s operating businesses on a rolling
monthly basis. The lease contract was in place
prior to the acquisition of Thermal Engineering in
2013 by the Group and Barbara has had no
involvement in the contract; further details can
be found on page 173.
The Audit Committee is composed entirely of
independent non-executive Directors, as shown
in the table above.
Two members constitute a quorum for the Audit
Committee. The Group Company Secretary acts
as Secretary to the Audit Committee.
Details of the attendance at Audit Committee
meetings during the year are shown on page 73.
Collectively, the members of the Audit
Committee have significant commercial and
financial experience at a senior management
level. I have the recent and relevant financial
experience required by the UK Corporate
Governance Code to chair the Audit Committee.
For details of the qualifications of members
of the Audit Committee, please refer to the
Board of Directors’ biographies shown on
pages 74 to 76.
No member of the Audit Committee has any
connection with the Company’s External
Auditor, KPMG LLP.
Audit Committee’s Terms of Reference
The Audit Committee’s Terms of Reference are
reviewed annually to take into account current
views on good practice and recent updates to
the UK Corporate Governance Code. The UK
Corporate Governance Code 2018 was adopted
by the Audit Committee from the accounting
period beginning on 1 January 2019. The Audit
Committee’s Terms of Reference were updated
in December 2024, reflecting the changes
introduced by the UK Corporate Governance
Code 2024.
The Board expects the Audit Committee to have
an understanding of:
• the principles, contents and developments
in financial reporting, including the applicable
accounting standards and statements of
recommended practice;
• the key aspects of the Group’s operations,
including corporate policies, its products
and services, Group financing, and systems
of internal control;
• the matters that could influence or distort
the presentation of accounts and key figures;
• the principles of, and developments in,
company law, sector-specific laws and other
relevant corporate legislation;
• the roles of internal and external auditing
and risk management; and
• the regulatory framework for the Group’s
operating businesses.
The full Terms of Reference of the
Audit Committee may be found on the
Company’s website.
Member
Appointment date
Mary Waldner (Committee Chair)
1 December 2021
Susan Brennan (1)
1 January 2016
Barbara Jeremiah
1 January 2022
Rajiv Sharma
1 January 2019
Joe Vorih
1 January 2024
Zoe Clements
1 September 2024
(1) Susan Brennan will be stepping down from the Board following the conclusion of the 2025 AGM.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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REPORT
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FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
AUDIT COMMITTEE REPORT CONTINUED
Activities of the Audit Committee
The Audit Committee met on 28 February 2024 to consider the 2023 year-end report and during the subsequent 12 months conducted the following
business on the four standard scheduled meeting dates, as indicated below:
29 May 2024
31 July 2024
• Discussed the external audit plan and strategy proposed by KPMG LLP
for the 2024 audit, including materiality, scope, significant risks and other
areas of audit focus, the audit cycle and auditor reporting.
• Considered the implications of ISA (UK) 600 (Revised) Standard.
• Reviewed and approved the terms of the proposed letter of engagement
addressed to the External Auditor.
• Discussed the timeline for the external audit tender.
• Reviewed the accounting presentation and judgmental issues, and the
funding and liquidity reports for the half-year ended 30 June 2024.
• Reviewed, challenged and agreed the basis for going concern to be adopted
for the 2024 Interim Results.
• Reviewed the Tax Memorandum for the half-year ended 30 June 2024.
• Reviewed and accepted KPMG LLP’s Report to the Audit Committee on the
half-year review for the six months ended 30 June 2024.
• Reviewed and approved the terms of the management representation letter
addressed to the External Auditor.
• Approved the 2024 Audit Plan and Strategy Report.
• Reviewed and approved KPMG LLP’s 2024 audit fee.
• Reviewed KPMG LLP’s confirmation of its objectivity and independence,
including analysis of permissible non-audit services carried out in 2024.
• Discussed the Group’s draft Announcement of the 2024 Interim Results
together with the draft slides for the analysts’ presentation.
• Received and considered reports presented by the Director of Risk and
Assurance including internal audit and risk management activities. The
Committee concluded that, during the first half of 2024, the internal audit
function had operated with adequate resources and access to personnel,
data and documents necessary to conduct its audit plan; it also maintained
its organisational independence.
• Reviewed the results of an internal quality assessment of the Group’s internal
audit function.
• Reviewed governance agency recommendations on the Company’s Annual
Report & Accounts 2023.
• Reviewed and approved the Group’s Whistle-blowing Policy.
• Considered a detailed timetable for the external audit tender process.
26 September 2024
25 February 2025
• Assessed the significant risks that are considered by the Audit
Committee, agreeing they would be unchanged from 2023, apart from
renaming “Other provisions” to “Legal claim and warranty provisions”.
• Received and considered a report presented by the Director of Risk and
Assurance.
• Received an update from the Group’s Internal Audit Manager.
• Reviewed the effectiveness of the external audit process.
• Reviewed the results of the bi-annual agents and advisers’ status report.
• Approved the draft updated Terms of Reference of the Audit Committee, to
align with the requirements of the 2024 UK Corporate Governance Code.
• Approved the draft Policy for the Provision of Non-Audit Services by the
External Auditor and the draft Policy on the Employment of Former
Employees of the Company’s External Auditor, to align with the
requirements of the Ethical Standard 2024.
• Reviewed the effectiveness and quality of the 2023 external audit.
• Reviewed and considered proposals on managing the external audit
tender process.
• Reviewed the accounting presentation and judgmental issues, and the
viability assessment report for the year ended 31 December 2024, which
included consideration of compliance with all debt covenants at all
measurement dates out to 31 December 2026.
• Reviewed and approved the statements included in the Annual Report
& Accounts 2024 concerning internal control, risk management, including
the assessment of principal risks and emerging risks, TCFD and the
Viability Statement.
• Reviewed, challenged and agreed the going concern basis to be adopted for
the 2024 Accounts.
• Reviewed the Tax Memorandum for the year ended 31 December 2024.
• Reviewed and accepted KPMG LLP’s Report to the Audit Committee on the
audit of the Financial Statements for the year ended 31 December 2024.
• Reviewed KPMG LLP’s confirmation of its independence and objectivity.
• Reviewed and approved the terms of the management representation letter
addressed to the External Auditor.
• Approved the Audit Committee Report for 2024.
• Reviewed the effectiveness of the Group’s risk management and
internal control systems and disclosures made in the Annual Report
& Accounts 2024.
• Reviewed the draft Annual Report & Accounts 2024 and reviewed the
Company’s statement on the draft Annual Report & Accounts prior to
endorsement by the Board, that, taken as a whole, the draft Annual Report
& Accounts is fair, balanced and understandable and provides the information
necessary to assess the Group’s position and performance, Business Model
and strategy.
• Discussed the Group’s draft Announcement of the 2024 Final Results
together with the draft slides for the analysts’ presentation.
• Reviewed the Notice of Meeting for the 2025 AGM and the Proxy Form
for the 2025 AGM.
• Received and considered a report presented by the Director of Risk and
Assurance, which included the proposed 2025 internal audit plan. The
Committee concluded that, throughout 2024, the Internal Audit function
operated with adequate resources and access to personnel, data and
documents necessary to conduct its audit plan; it also maintained its
organisational independence.
• Reviewed and approved the Internal Audit Charter.
• Assessed the effectiveness of the internal audit function.
• Reviewed the results of the bi-annual agents and advisors’ status report.
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GOVERNANCE
The Audit Committee held a private meeting with the External Auditor and a private meeting with the Group’s Director of Risk and Assurance on
31 July 2024 and 25 February 2025, without executive management being present. In addition, the Chair of the Audit Committee held separate
meetings with each of these during the course of the year.
In addition to the four scheduled meetings summarised above, an additional Audit Committee meeting was held in April 2024, to approve the draft
Trading Update for the three-month period ended March 2024; the latter being subject to final confirmation by the Disclosure Committee.
Audit Committee attendance and separate discussions
The Audit Committee typically invites the non-executive Chair, Group Chief Executive Officer, Group Finance Director, Group Financial Controller,
the Group’s Director of Tax & Strategic Finance, the Group’s Director of Risk and Assurance and senior representatives of the external audit firm
to attend its meetings, although it reserves the right to request any of these individuals to withdraw from any meeting.
Significant risks considered by the Audit Committee
The table below summarises the significant risks considered by the Audit Committee, including significant judgments and estimates:
Significant risks considered by the Audit Committee
How the risk was addressed by the Audit Committee
Legal claim and warranty provisions
Provisions are held where management considers there is an obligation,
payment is probable and the amount payable can be reliably estimated.
Provisions held by the Group include but are not limited to those held
against legal claims and contractual matters and product warranties.
There is a risk that other provisions overstate or understate the
associated liability.
The Audit Committee considered the basis upon which management
had made its accounting judgments to determine the level of legal claim
and warranty provisions. The Audit Committee carefully considers the
assumptions applied and provides appropriate challenge including an
assessment of the related sensitivities (See Note 24). These were further
discussed with the External Auditor.
The Audit Committee believes there are no further reportable issues
arising from these significant areas.
Tax provisioning for uncertain risk exposures, which was a significant risk in the Annual Report & Accounts 2023, is no longer considered a
significant risk as the reorganisation of the Group’s legal entities’ structure in 2023 had reduced the reasonable range of estimated outcomes.
Other judgments and estimates
The Audit Committee considered other areas of focus where judgments and estimates have a significant effect on the amounts recognised in the
2024 Financial Statements. These areas of focus and how they were addressed by the Audit Committee are described below:
Other focus areas considered by the Audit Committee
How these were addressed by the Audit Committee
Other key judgments and estimates
These include, but are not limited to, judgments and estimates in areas
not covered by significant risks such as going concern and viability,
goodwill impairment assessment, retirement benefits, leases and
income taxes (including uncertain risk exposures) and inventory net
realisable value.
We continue to progress strategic options for our Aerostructures
business including the potential divestment of the business. At 31
December 2024, judgment is required to determine whether the
business is classified as held for sale in accordance with IFRS 5.
The Audit Committee reviewed the accounting presentation and
judgmental issues paper, including a funding and liquidity report, for the
related reporting period from the Group Financial Controller. In addition,
the Audit Committee received a tax memorandum paper for the related
reporting period from the Group’s Head of Tax & Strategic Finance.
In its review of these presentation papers, the Audit Committee
challenged management on the critical accounting judgments,
and the key sources of estimation and uncertainty that were taken
in the preparation of the Financial Statements, and concluded that they
were appropriate.
The Audit Committee reviewed the critical accounting judgment
that Aerostructures does not meet the criteria for held for sale at
31 December 2024 and concluded that, in line with the assessment
taken in the prior year, this continues to be appropriate treatment up
to and including the assessment date of 31 December 2024.
The Audit Committee believes there are no further reportable issues
arising from these other key judgments and estimates.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
93
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
AUDIT COMMITTEE REPORT CONTINUED
Presentation of results
The Board has a policy to separately disclose
items it considers are outside the normal
course of management oversight and control
on a day-to-day basis and are not reflective of
in-year trading performance. Indicative criteria
such as the period to which the item relates
and external driven factors that are outside of
the control of the Group in combination with
the magnitude and consistency of application
are also considered.
The Audit Committee assessed the presentation
to ensure a fair and balanced treatment of what
is and is not included as an adjusting item,
considered related guidance issued by the
Financial Reporting Council (“FRC”) and the
European Securities and Markets Authority
(“ESMA”), and the need to ensure any
alternative performance measures are
presented with equal prominence to reported
figures and on a consistent basis year-on-year.
The Audit Committee discussed the
presentation of adjusted items with the External
Auditor, and concurs with management’s view
that the presentation of items excluded from
and included in adjusted results, combined with
wider disclosures throughout the Annual Report,
provides useful information to aid the
understanding of the performance of the Group.
External audit
Independence of the External Auditor and
policy on the provision of non-audit services
The Audit Committee is responsible for
reviewing and monitoring the External Auditor’s
independence. To fulfil this responsibility, the
Audit Committee reviewed an annual letter of
independence issued by the External Auditor
confirming their independence and compliance
with the FRC Ethical Standard and detailing
safeguards to maintain independence, including
limiting the scope and value of non-audit
services provided by the External Auditor.
The Company maintains a Policy for the
provision of non-audit services by the External
Auditor (the “Policy”), which is aimed at
mitigating any risks threatening, or appearing to
threaten, the External Auditor’s independence
and objectivity arising through the provision of
non-audit services. The Policy, which is in line
with recommendations set out in the FRC’s
Guidance on Audit Committees (2016), was
updated in 2024, to align it with the
requirements of the Ethical Standard 2024.
The Policy differentiates between:
• permitted non-audit services, for which
the Audit Committee has pre-approved the
use of the External Auditor subject to the
below limits:
Value
Approval required prior
to engagement of the
External Auditor
up to £25,000
Group Finance Director
£25,000 – £50,000
Chair of the Group Audit
Committee (or delegate)
£50,000 and above
Group Audit Committee
and
• prohibited non-audit services.
When reviewing requests for permitted non-
audit services, the Audit Committee assesses:
• whether provision of such services impairs
the External Auditor’s independence or
objectivity and any safeguards in place to
eliminate or reduce such threats;
• the nature of non-audit services;
• whether the skills and experience make the
External Auditor the most suitable supplier
of the non-audit service;
• the fee to be incurred for non-audit services,
both for individual non-audit services and in
aggregate, related to the Group audit fee; and
• the criteria which govern the compensation
of the individuals performing the audit.
In addition, the Ethical Standard requires an
assessment of whether it is probable that an
objective, reasonable and informed third party
would conclude independence is not
compromised. The approval of the Audit
Committee must be obtained before the
External Auditor is engaged to provide any
non-audit services and these services are
limited to activities which feature on the
approved Permitted Non-Audit Services list.
The total fees for non-audit services shall be
limited to no more than 70% of the average of
the statutory audit fee for the Company, of its
controlled undertakings and of the consolidated
Financial Statements paid to the External Auditor
in the last three consecutive financial years.
In 2024, the permitted services undertaken
by KPMG LLP are set out in the table below.
The Audit Committee considered that it was
beneficial for the Company to retain KPMG LLP
for a small amount of permitted non-audit work
and audit-related services, because of the firm’s
knowledge of the Group and our requirements
that the Interim audit be performed by the
External Auditor. The Audit Committee
continues to closely monitor the nature
and level of such permitted non-audit work.
Fees
2024
2023
Interim review
£0.07m
£0.06m
Permissable tax audit
required in India,
assessment of tax
incentives in Thailand and
certification of expenses in
UK and France
£0.01m
£0.01m
Total audit-related services:
£0.08m
£0.07m
Non-audit related services:
£nil
£nil
KPMG have not performed any non-audit
services during the year ended 31 December
2024 or subsequently which are prohibited by
the FRC Ethical Standard.
Policy on tendering
In order to maintain auditor independence
and comply with FRC, EU guidance and the
provisions of the CMA Order 2014 on audit
tendering, the Group undertook a formal tender
of its external audit during the first half of 2016,
led by the Audit Committee. The appointment
of KPMG LLP as the Group External Auditor for
the financial year commencing 1 January 2017
received approval by shareholders at the Annual
General Meeting held in April 2017.
The Audit Committee reviews annually whether
it is appropriate to put the external audit out to
tender. During the second half of 2024 the
Board, with the recommendation of the Audit
Committee, agreed that the Company would
conduct a competitive tender of the 2027
year-end audit during 2025. In the second half
of 2024, the Audit Committee selected
participants to invite based on assessment of
global reach with scale, interest and resources
to conduct a complex international audit. At this
stage of the process, due consideration was
given to mid-tier firms as required by the FRC.
The Audit Committee fully evaluates auditor
performance and independence annually but
does not favour mandatory five-year rotation.
Assessment of external audit
quality and effectiveness
The Audit Committee reviewed the effectiveness
of the External Auditor and the external audit
process, including an assessment of the quality
of the audit, at its September 2024 meeting.
In 2024, the assessment of the effectiveness
of the external audit process was again
performed by assessing a range of key areas
through a formal questionnaire that was
individually distributed to all the members of
the Audit Committee and all other executive
and non-executive Directors. The questionnaire
considered the following aspects:
• calibre of the external audit team and the
audit partner;
• the robustness of the external audit
process and degree of challenge to
matters of significant audit risk and areas
of management subjectivity;
• the degree of professional scepticism
applied by the External Auditor;
• quality of the audit and audit planning
approach;
• role of the management;
• communication and formal reporting by the
External Auditor to the Audit Committee;
• the External Auditor’s support of the work
of the Audit Committee;
• insights and adding value;
• audit fees; and
• independence and objectivity.
Senior management received answers
and comments from all questionnaires and
consolidated them into a report. The Audit
Committee used this report to facilitate a
debate at its September 2024 meeting and
to assist in assessing the level of external
audit effectiveness.
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GOVERNANCE
Examples of the Auditor’s professional scepticism
and challenge of management’s assumptions, as
noted by the Committee, include:
• Held for sale accounting – the External
Auditor challenged whether the potential
divestment of Aerostructures business met
the threshold of highly probable, including
whether the expectation that it would be
completed within 12 months was fully met as
at 31st December 2024; and concurred with
the judgment taken by the Board.
• Valuation of customer claims provision –
the External Auditor challenged the
assumptions and found the provisions for
customer claims continued to be balanced
and the provision recorded reflected the
inherent uncertainty.
• Valuation of defined benefit pension
liability – performing benchmarking
of management’s assumptions for the
valuation of defined benefit obligations
by comparing assumptions using their
independent expectations.
Feedback about the effectiveness of the
external audit process from the local
management teams was also considered by
the Audit Committee. The Audit Committee
concluded that the External Auditor had
challenged the thinking of the Company and of
the Audit Committee on a number of significant
issues and had maintained its independence.
Following completion of the assessment
process outlined above, the Audit Committee
concluded that it was satisfied with the
effectiveness of the External Auditor; as a
consequence, the Audit Committee has
recommended to the Board that KPMG LLP
be re-appointed as Auditor for 2025.
Specific areas referred to the
External Auditor
In 2024, the Audit Committee has not asked
the Auditor to explicitly review any specific
areas because the significant risks and other
focus areas considered by the Auditor were
aligned with the significant risks considered
by the Audit Committee. The Audit Committee
was satisfied with the results of the Auditor’s
results and findings.
Internal control and risk management
The Audit Committee is responsible for
reviewing the Company’s internal financial
controls and risk management systems. The
Group Director of Risk and Assurance, supported
by the Internal Audit Manager, provided regular
reports to the Committee on the findings of the
internal audits performed at the Group operating
businesses. The reports, covering a range of
financial and non-financial controls, evaluated the
operation of controls and detailed specific areas
for improvements, where applicable.
The Chair and non-executive Directors are
actively encouraged to visit the Group’s
operating businesses unaccompanied by
executive Directors. Such visits enable the
Directors to meet the local management teams
and employees and also undertake site tours
to review matters including production methods,
health and safety and the status of internal audit
findings. These visits are viewed by the Audit
Committee as making a positive contribution
to the internal control framework.
There have been no substantive changes to the
Group’s Enterprise Risk Management process
during 2024; the Executive Committee
considers emerging risks alongside the principal
risks. Throughout the year, the Audit Committee
received comprehensive reports covering risk,
assurance and compliance activities.
Supplementary functional risk assessments
covering sustainability-related risks and
opportunities, fraud and facilitation of tax
evasion were completed in 2024. The outcomes
of the risk assessments were reported to the
Board, as part of the annual review of the
Group’s risk management processes.
In preparation for the enhanced reporting
obligations under provision 29 of the UK
Corporate Governance Code 2024, the Audit
Committee received updates on the steps
taken by the Company to review its existing
internal control environments. The Committee
will continue to provide effective oversight
to the Group’s internal control system to
ensure compliance with the forthcoming
regulatory change.
Internal audit
The Audit Committee is responsible for
monitoring and reviewing the effectiveness of
the Company’s internal audit function, which is
headed by the Director of Risk and Assurance,
with the support of the Internal Audit Manager.
In 2023, the Committee approved the
Senior plc Internal Audit Charter, a formal
document defining the responsibilities and
authority of the internal audit function at Senior.
During its February 2024 meeting, the
Committee reviewed the 2024 internal audit
plan, detailing scheduled assurance and risk
management activities. Regular progress r
eports were provided to Audit Committee
throughout the year.
As part of assessing the effectiveness of the
internal audit function, the Audit Committee
held two private sessions with the Director of
Risk and Assurance without the executive
Directors being present. The Committee
remained satisfied that the internal audit plan
was well aligned to the principal risks of the
Company and was effective in evaluating the
operation of internal controls.
During 2024, the Audit Committee reviewed
the results of a comprehensive internal
quality assessment completed by the
Company of the internal audit function.
The assessment evaluated the function
against the 2017 International Standards
for the Professional Practice of Internal
Auditing and Code of Ethics as maintained
by the Institute of Internal Auditors.
During its meeting on 31 July 2024 and
25 February 2025, the Audit Committee
concluded that the Internal Audit function had
operated with adequate resources and access
to personnel, data and documents necessary
to effectively conduct its Internal Audit plan.
Conclusion
As a result of its work during the year, the Audit
Committee has concluded that it has acted fully
in accordance with its Terms of Reference. At its
meeting held on 25 February 2025, the Audit
Committee considered each section of the draft
Annual Report & Accounts 2024, and the
document as a whole, as proposed by the
Company; it reached a conclusion and advised
the Board that it considered the draft Annual
Report & Accounts 2024 to be fair, balanced and
understandable and that it provided the
information necessary for shareholders to
assess the Group’s position and performance,
Business Model and strategy. As the Chair of
the Audit Committee, I will continue, where
appropriate, to be available to engage with
shareholders on the scope of the external audit
and other significant matters related to the Audit
Committee’s areas of responsibility and I will be
available at the 2025 AGM to answer any
shareholders’ questions about the work of the
Audit Committee.
Approval
This Report was reviewed and approved by the
Audit Committee and signed on its behalf by:
Mary Waldner
Chair of the Audit Committee
28 February 2025
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95
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Dear Shareholder,
I am pleased to present the Report of the
Remuneration Committee for the financial year
ended 31 December 2024. This statement sets
out the work of the Committee during the year
and provides the context for the decisions taken.
The Report will be subject to an advisory vote at
our forthcoming AGM.
The link between strategy
and remuneration
Senior’s Purpose is “We help engineer the
transition to a sustainable world for the benefit
of all our stakeholders” and its Vision is to be
a trusted and collaborative high value-added
engineering and manufacturing company
producing sustainable growth in operating
profit, free cash flow and shareholder value.
This is supported by a number of key strategic
priorities, as explained in detail in the
Strategic Report on pages 34 to 35.
Our approach to executive remuneration
supports this Vision, with our bonus plans
incentivising earnings growth, free cash flow
and sustainability, and our long-term plans
rewarding the creation of shareholder value,
earnings growth and return on capital. We
regularly consider the alignment of our
performance metrics with the business strategy
and over time have evolved our approach to
reflect changes in strategic focus and the views
of shareholders. As a reminder, for 2024 we
introduced two non-financial measures into the
annual bonus to link incentives more closely
with Senior’s sector-leading approach to
sustainability and wider ESG matters.
The incentive framework is set out in our
Remuneration Policy, the renewal of which was
supported by over 92% of the shareholder vote
at last year’s AGM, following a shareholder
engagement exercise which helped to shape
the final proposals. The Committee was also
pleased with the vote of over 98% in favour of
the Directors’ Remuneration Report for 2023
and over 93% in favour of the new LTIP plan
rules. I would like to thank shareholders for
their input and continued support for the
Committee’s approach. A summary of the
Remuneration Policy is set out on pages 99
to 101 of this report.
Senior’s performance during 2024
Senior has delivered 2024 results with trading
in line with revised expectations and strong
cash performance, notwithstanding the
well-documented situation at Boeing.
We responded dynamcially, supporting our
customers and controlling our costs, limiting
the impact on Aerospace profitability. Our
Aerospace revenue and profits have grown.
In Flexonics, we outperformed softer markets
and delivered double-digit margins, albeit
revenues and profits were slightly lower
as anticipated.
In 2024, Senior has continued to deliver on
its strategy by investing in markets where we
believe there is a significant growth potential
and where the Group’s skills and knowledge
can be exploited, such as aerospace highly
engineered standard parts/components.
Executive Directors’ remuneration
for 2024
The executive Directors were eligible for an
annual bonus of up to 150% of basic salary,
payable subject to the achievement of stretching
targets linked to key performance metrics.
A total of 80% of the bonus was based on
adjusted EPS and free cash flow, maintaining
the ratio between these two financial metrics
at 60% and 40% respectively. Reflecting the
headwinds described above, performance did
not reach the lower threshold of the stretching
ranges set at the start of the year, and therefore
no bonus was payable for these elements.
The remaining 20% of the bonus was based on
two key non-financial measures introduced into
the bonus for 2024 to link our incentives more
closely to sustainability and wider ESG matters.
As described in the Sustainability Report, we
achieved a significant reduction in our Scope 1
and 2 emissions during 2024, which means the
2024 performance is already better than our
stated objective to deliver a 30% reduction in
such emissions by 2025. Our employee
engagement score increased year-on-year,
reflecting our focus on talent, development
and creating an environment where employees
feel motivated and engaged. For both of these
metrics, performance was above the upper
end of the stretching range set, resulting in full
pay-out. Details of the targets are set out on
page 104.
Barbara Jeremiah | Chair of the
Remuneration Committee
“Our Remuneration Policy aligns
executives with our shareholders
and wider stakeholders.”
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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GOVERNANCE
REMUNERATION COMMITTEE REPORT
CHAIR’S ANNUAL STATEMENT
Overall, bonuses were therefore achieved
at a level of 20% of the maximum, leading
to an outcome of 30% of basic salary for
both Directors. In reviewing this outcome,
the Remuneration Committee considered the
wider performance of the business during the
year and the contributions of the management
team to the successful implementation of
the strategy for the year. The Committee
concluded that the outcome was an appropriate
and fair outcome for all stakeholders.
The 2022 LTIP award was based on
performance over the three years to
31 December 2024, using three equally
weighted performance metrics: Return on
Capital Employed (“ROCE”), adjusted EPS
and relative Total Shareholder Return (“TSR”).
Again, reflecting external headwinds during
the period, ROCE and adjusted EPS outturns
were below the relevant minimum thresholds.
However, TSR performance was above
median resulting in a vesting of 36% of
maximum for that element. Overall, the award
will vest at 12% of maximum and is subject
to a two-year post-vesting holding period.
Further details are set out on page 105.
Executive Director succession in 2025
As disclosed during 2024, Bindi Foyle is due to
retire as Group Finance Director shortly after the
2025 AGM after 19 years with the Group. Bindi
will be succeeded by Alpna Amar who will join
the Senior plc Board in April 2025 and will
succeed Bindi as Group Chief Financial Officer in
May 2025. The Committee has determined the
remuneration arrangements which will apply in
line with our Remuneration Policy.
On appointment, Alpna’s salary will be set at
£400,000. Alpna will be eligible for an annual
bonus of 150% of basic salary (pro-rated for
2025 to reflect the portion of the year worked)
and a 2025 LTIP award of 175% of basic salary.
To compensate Alpna for the forfeiture of equity
awards from her previous employment, the
Committee has agreed to grant replacement
awards following appointment which would
remain subject to performance conditions
where appropriate and would mirror the value
and the vesting/release schedule of the forfeited
share awards, in line with the recruitment
provisions in our Remuneration Policy. Full
details of these awards will be disclosed at the
time of grant and in next year’s report.
Implementation of the Policy for 2025
Basic salaries for David Squires and Bindi Foyle
will increase by 2.4% and 2.1% respectively,
with effect from 1 January 2025. This is below
the average increase of 4.25% for employees
across our operations. Pension contributions for
the Directors will remain at 15% of basic salary,
aligned with the contribution rate available to the
majority of the UK workforce.
In line with the Policy, the executive Directors
will have the opportunity to earn up to 150%
of basic salary as an annual bonus for 2025
(subject to appropriate pro-rating in respect
of the Group Chief Financial Officer). The
performance measures will remain unchanged
from 2024, reflecting the refinements made to
our framework in last year’s Policy review. A total
of 80% of the bonus will remain subject to
challenging financial targets linked to adjusted
EPS and free cash flow. The remaining 20% will
be based on two equally weighted quantitative
strategic non-financial measures: absolute
reductions in Scope 1 and Scope 2 emissions
and progress in Senior’s employee engagement
score. The specific targets are considered
commercially confidential at this stage but will be
published in full in next year’s report. Any bonus
payment will be subject to the appropriate
deferral arrangements and the standard malus
and clawback provisions set out in our Policy.
In 2025, David Squires and Alpna Amar will be
granted LTIP awards at a level of 200% and
175% of basic salary, respectively, in view of
her retirement, Bindi Foyle will not participate
in the 2025 LTIP. The headline performance
metrics will be unchanged, with the retention
of the existing mix of ROCE, relative TSR and
adjusted EPS, each with a one-third weighting.
These metrics provide for a combined focus
on absolute financial performance, returns to
shareholders and efficient use of capital, all of
which are critically important to the business
and to investors. The specific targets for the
2025 LTIP award are considered suitably
challenging over the performance period,
which runs to the end of the 2027 financial
year, and recognise our long-standing belief
that maximum vesting should require material
outperformance. The adjusted EPS target
range has been set at 13.40p to 19.42p with
the ROCE range maintained at 13.5% to 17.0%,
requiring outperformance of our stated
long-term strategic ambition.
The TSR element will be based on Senior’s
performance relative to the FTSE 350
(excluding companies in the Financial Services,
Oil, Gas & Coal, Mining and Real Estate
sectors). For maximum vesting, upper quartile
performance will be required, in line with
conventional market practice for TSR
performance conditions. Further details
on the targets are set out on page 109.
Any awards which vest will be subject to
the usual Committee assessment of overall
performance over the LTIP period as well
as a two-year post-vesting holding period.
Malus and clawback provisions will apply.
Consultation with stakeholders
during the year
Consultation with shareholders
As reported last year, I held a number of
conversations with major shareholders in
respect of the renewal of the Directors’
Remuneration Policy and of the LTIP plan
rules, and the feedback we received helped to
shape the final proposals. Further shareholder
engagement on remuneration matters will take
place as appropriate over the coming year.
Consultation with employees regarding
executive remuneration
During the year, I reviewed executive
remuneration with employee representatives
from the UK operating businesses. In addition,
Mary Waldner, as the designated non-executive
Director with responsibility for employee
engagement, met with employees across the
wider Group and discussed a variety of subjects,
including remuneration.
Wider workforce remuneration
The Committee continues to pay close attention
to remuneration policies and practices across
the wider workforce, and takes these into
account when agreeing the shape and level
of the executive Directors’ remuneration.
Participation in the LTIP extends to around
50 senior executives within the business,
all of whom are subject to the same
performance conditions as the executive
Directors. The new ESG performance measures
which were introduced into the Directors’
annual bonus plan for 2024 were also rolled out
to all those business leaders who participate in
the Group’s senior manager bonus plan.
Equity awards in the form of restricted shares
are granted to select individuals who are
considered to have significant potential or who
are key contributors. All-employee share plan
arrangements are offered to employees in the
UK, US and continental Europe in the interests
of encouraging wider levels of share ownership
across the business. A new Sharesave contract
will be launched later in 2025.
AGM
At the AGM on 25 April 2025, shareholders will
be asked to vote on the Annual Remuneration
Report. I trust that the decisions the Committee
has taken in respect of 2024 will have your
support. If you have any questions on this
Report or on remuneration matters more
generally, I can be contacted via the Group
Company Secretary.
Barbara Jeremiah
Chair of the Remuneration Committee
28 February 2025
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Overview of our remuneration framework for 2024
Element of remuneration
Key features
Salary and employment benefits
Market competitive to attract and retain high quality executives (including fully expensed car or car
allowance, private medical insurance, life insurance, income protection, and defined contribution
retirement benefits or allowances)
Annual bonus:
Free cash flow (48%)
Adjusted EPS (32%)
Reduction in CO2 emissions (10%)
Employee engagement score (10%)
Rewards achievement against annual performance objectives:
• Maximum bonus is 150% of salary.
• One-third of any award is paid in shares, deferred for three years.
• Group Chief Executive Officer and Group Finance Director target: 75.0% of salary.
Long-Term Incentive Plan:
Adjusted EPS (33.3%)
TSR (33.3%)
Return on Capital Employed (33.3%)
Supports the Company’s longer-term strategic aims to create sustainable growth in shareholder value
and to incentivise, motivate and retain senior talent:
• Maximum award is 200% of salary.
• 25% vesting at “threshold”.
Shareholding requirements
Equivalent to 200% of executive Directors’ salary
Post-employment shareholding requirement applies for a period of two years following cessation,
as set out on page 101
Clawback and malus provisions
Cash bonus awards subject to clawback
Share awards (LTIP and unvested deferred shares) subject to clawback, malus and post-employment
shareholding requirement
Performance highlights and incentive outcomes
Annual bonus
Target
Actual
Bonus achieved
(% of
maximum)
Performance condition
Free cash flow
£22.7m
£17.3m
nil%
Adjusted EPS (1)
8.44p
7.55p
nil%
Reduction in CO2 emissions (tonnes CO2 equivalent emitted)
40,251t
38,238t
100%
Employee engagement score
7.3
7.5
100%
Bonus award to Group Chief Executive Officer and Group Finance Director: 20% of maximum
(1) Adjusted EPS is measured on a constant currency basis to reduce the impact of exchange rate movements on bonus outcomes.
Long-Term Incentive Plan (2022 award)
Targets (threshold – maximum)
Actual
Achieved
(% of maximum)
Adjusted EPS (33.3%)
10.05p (minimum threshold) to 12.35p (maximum threshold)
for the final financial year of the three-year performance period
7.17p
nil%
Return on Capital Employed (33.3%)
10.0% (minimum threshold) to 13.5% (maximum threshold)
for the final financial year of the three-year performance period
6.8%
nil%
Total Shareholder Return (33.3%)
TSR ranking: 50th percentile (minimum threshold) to 75th
percentile (maximum threshold)
53rd percentile
36.1%
12.03% of the LTIP 2022 award of the Group Chief Executive Officer and Group Finance Director shall vest in March 2025.
2024 REMUNERATION
REPORT AT A GLANCE
About this Report
The rest of this Remuneration Report includes a summary of the Directors’ Remuneration Policy (pages 99 to 101) and the Annual Report on
Remuneration (pages 102 to 109). These have been prepared in accordance with the Directors’ Remuneration Reporting Regulations and the
relevant provisions of the Listing Rules of the Financial Conduct Authority. Parts of the Annual Report on Remuneration are subject to audit,
as indicated within this Report.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
98
GOVERNANCE
Policy table for executive Directors
Element
Purpose and
link to strategy
Operation
Maximum
Performance assessment
Salary
• Reflects the
performance of the
executive Director,
his or her skills and
experience over time
and the responsibilities
of the role
• Provides an appropriate
level of basic fixed pay
avoiding excessive risk
arising from over-reliance
on variable income
• Will normally be reviewed
annually with effect from
1 January
• Benchmarked periodically
against companies with
similar characteristics
and sector companies
• Normally positioned within a
range around the mid-market
level taking into account the
experience and performance in
the role of the individual,
complexity of the role, market
competitiveness and the impact
of salary increases on total
remuneration
• Other than to reflect change
in the size and complexity
of the role/Company, the
Committee will have
regard to the basic salary
percentage increases taking
place across the Company
more generally when
determining salary increases
for the executive Directors
• No maximum salary cap
• Individual performance
in the role and Group
performance are among
the factors taken into
consideration when
awarding increases
Bonus
• Incentivises annual
delivery of corporate
financial and non-
financial goals
• Delivery of a proportion
of bonus in deferred
shares provides
alignment with
shareholders and
assists with retention
• Up to 100% of salary paid in cash
with up to a further 50% of salary
paid as a conditional award of
deferred shares
• Maximum bonus only payable
for achieving demanding targets
• Deferred shares are released
three years after award but are
subject to forfeiture by a
“bad leaver”
• Executives are entitled to receive
the value of dividend payments
that would have otherwise
been paid in respect of vested
deferred shares
• All bonus payments are at the
discretion of the Committee
• Different performance conditions
may be set when recruiting an
executive Director
• The Committee may review the
performance conditions from
time to time
• The Committee has the
discretion in certain
circumstances to grant and/or
settle an award in cash. In
practice, this will only be used
in exceptional circumstances
for executive Directors
• The Committee has the
discretion to adjust bonus
targets or outcomes if deemed
appropriate, where the bonus
outcome feels perverse. In
practice, this will only be used
in exceptional circumstances
for executive Directors
• Overall maximum of 150%
of salary
• The Committee determines
appropriate performance
targets and weightings at
the start of each year
• Details of the performance
targets will normally be
disclosed in the following
Annual Report on
Remuneration for reasons
of commercial sensitivity
• The Committee may include
non-financial metrics up to
25% of the overall award
• Performance below
threshold results in zero
payment. Payment rises
from 0% to 100% of the
maximum opportunity for
levels of performance
between the threshold and
maximum targets
• For financial targets,
typically, threshold is around
90% of target, and on-target
performance delivers
approximately 50% of the
maximum opportunity
• Subject to clawback at the
Committee’s discretion over
cash bonus outcomes and
unvested deferred shares in
the event of situations such
as material misstatement,
gross misconduct, serious
reputational damage or
corporate failure and, if
required, over any unvested
LTIP awards
DIRECTORS’ REMUNERATION POLICY
At the Annual General Meeting held on 26 April
2024, shareholders approved the Directors’
Remuneration Policy which became effective as
at that date. An extract of the Remuneration
Policy table from the Remuneration Policy is
reproduced below for information only.
The full Remuneration Policy is contained
on pages 111 to 117 of the 2023 Annual Report
which is available at:
www.seniorplc.com/investors/reports.aspx.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
99
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
DIRECTORS’ REMUNERATION POLICY CONTINUED
Policy table for executive Directors
Element
Purpose and
link to strategy
Operation
Maximum
Performance assessment
Long-Term
Incentive Plan
(LTIP)
• Incentivises sustained
performance over the
longer term
• The use of longer-term
performance targets
and delivery of awards
in shares rewards the
achievement of the
Company’s strategic
goals and increases
in shareholder value
• Annual grants of performance
shares which vest subject
to performance (normally
measured over three years)
and continued service
• Executives are entitled to receive
the value of dividend payments
that would have otherwise
accrued during the three-year
vesting period in respect of
vested LTIP awards
• All awards are subject to the
discretions contained in the
plan rules
• The Committee may review the
performance conditions from
time to time
• The Committee has the
discretion in certain
circumstances to grant and/or
settle an award in cash. In
practice, this will only be used
in exceptional circumstances
for executive Directors
• A two-year post-vesting holding
period applies to LTIP awards
(excluding those shares required
to be sold to pay tax on vesting),
creating a five-year period
between the grant of the
awards and their final release
• 200% of salary
• The Committee determines
performance conditions and
weightings at the start of
each year depending on the
strategic priorities of the
business at that time
• In respect of each
performance element,
performance below the
threshold target results in
zero vesting. Vesting of each
performance element starts
at the 25% threshold and
rises to 100% for maximum
level of performance
• Subject to malus during
the period prior to vesting
and to clawback during the
period of three years
following the date of
vesting, at the Committee’s
discretion, in circumstances
such as material
misstatement, gross
misconduct, fraud,
dishonesty, serious
reputational damage
or corporate failure
All-
employee
share
schemes
• Employees, including
executive Directors, are
encouraged to become
shareholders through
the operation of the
Sharesave Plan, the
HMRC-approved
all-employee share plan
• The Sharesave Plan has standard
terms under which participants
can normally enter a savings
contract in return for which they
are granted options to acquire
shares at the market value of the
shares at the start of the
performance period
• The rules for this plan were first
approved by shareholders at the
2006 AGM and the updated rules
were approved at the 2016 AGM
• Employees can normally
elect for a three-year
savings contract under
standard terms and within
HMRC limits
• The option price for
Sharesave awards can be
set at a discount of up to
20% of the market value of
the shares at the start of
the savings contract,
although to date no awards
granted under the
Sharesave Plan have been
set at a discount
• N/A
Pension
• Provides competitive
retirement benefits for
the Group’s employees
• The executive Directors may
participate in the Senior plc
Group Flexible Retirement Plan
(“Senior GFRP”), a contract-
based, money purchase
pension plan and/or receive
cash allowances
• Bonuses are not included in
calculating retirement benefits
• Executive Directors receive
a pension contribution in line
with that available to the
majority of employees
in the relevant jurisdiction
• The pension contributions or
pension allowance for executive
Directors were aligned with the
majority of the UK workforce by
the end of 2022
• The pension contributions
or allowances for executive
Directors of 15% of salary
align with the pension
contribution available
to the majority of the
UK workforce
• N/A
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
100
GOVERNANCE
Policy for non-executive Directors
Element
Purpose and
link to strategy
Operation
Maximum
Performance
assessment
Non-executive
Directors and
Chair of the
Board fees
• Takes account of
recognised practice
and set at a level
that is sufficient to
attract and retain
high calibre non-
executive Directors
• The Chair of the Board is paid a single fee for all their
responsibilities as determined by the Remuneration
Committee. The non-executive Directors are paid a basic
fee. The Senior Independent Director, the Chairs of the
Audit and Remuneration Committees, and the Director with
responsibility for employee engagement receive additional
fees to reflect their extra responsibilities
• When reviewing fee levels, account is taken of market
movements in non-executive Director fees, Board
Committee responsibilities, ongoing time commitments
and the general economic environment
• Fee increases, if applicable, are normally effective from
1 January
• The Chair of the Board and non-executive Directors do not
participate in any pension, bonus, share incentive or other
share option plans
• The remuneration of the non-executive Directors is
determined by the Board of Directors. The non-executive
Directors do not participate in any discussion or decisions
relating to their own remuneration
• Any reasonable business-related expenses (including tax
thereon) can be reimbursed
• Other than when
a non-executive
Director changes
role or where
benchmarking
indicates fees
require
realignment, fee
increases will not
normally exceed
the general level of
increases for the
Group’s employees
• N/A
Policy table for executive Directors
Element
Purpose and
link to strategy
Operation
Maximum
Performance
assessment
Other benefits • Provides a competitive
package of benefits
that assists with
recruitment
and retention
• Benefits include provision of a fully expensed car or car
allowance, private medical insurance, life insurance and
income protection, tax equalisation and relocation benefits
• Any reasonable business-related expenses (including tax
thereon) can be reimbursed
• The value of
benefits is based
on the cost to the
Company and is
not predetermined
• There is no
monetary cap on
other benefits
• N/A
Shareholding
guidelines
• Aligns executive
Directors’ interests
with those of other
shareholders in
the Company
• Executive Directors to retain at least 50% of the shares
that vest under the LTIP and Deferred Bonus Award,
after allowing for tax liabilities, until a shareholding
equivalent in value to 200% of base salary is built up
• Post-employment shareholding requirements apply, for all
LTIP awards granted from 2021 onwards and any shares
that vest from deferred bonus from the 2021 bonus scheme
onwards, for a period of two years following cessation of
employment at the lower of (1) 100% of the in-employment
shareholding guideline in place prior to cessation and (2) the
actual shareholding held at the time of cessation
• N/A
• N/A
Service contracts and letters of appointment
The service agreements of the executive Directors are not fixed term and are terminable by either the Company or the Director on 12 months’ notice.
The Chair of the Board and non-executive Directors do not have service agreements but the terms of their appointment, including the time
commitment expected, are recorded in letters of appointment. The Chair’s appointment may be terminated on providing 12 months’ notice by either
party. The appointments of the other non-executive Directors may be terminated by the Company or non-executive Director on providing one month’s
notice.
Name
Date original term commenced
Date current term
commenced
Expected expiry date of
current term
Ian King
Joined the Board November 2017 and became
Chair of Board in April 2018
–
–
Susan Brennan
January 2016
January 2022
December 2024
Zoe Clements
September 2024
September 2024
August 2027
Barbara Jeremiah
January 2022
January 2025
December 2027
Rajiv Sharma
January 2019
January 2025
December 2027
Joe Vorih
January 2024
January 2024
December 2026
Mary Waldner
December 2021
December 2024
November 2027
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
101
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Summary of the Committee’s Terms of Reference
The Terms of Reference of the Remuneration Committee, available in full
on the Company’s website, are summarised below:
• determine and agree with the Board the framework or broad policy
for the remuneration of the Chair of the Board, the executive Directors
and other members of the executive management as it is designated
to consider;
• within the terms of the agreed Policy and in consultation with the Chair
of the Remuneration Committee and/or Group Chief Executive Officer,
as appropriate, determine the total individual remuneration package of
the Chair of the Board, each executive Director, and other designated
senior executives including bonuses, incentive payments and share
options or other share awards;
• approve the design of, and determine targets for, any performance-
related pay plans operated by the Company and approve the total
annual payments made under such plans;
• review the design of all share incentive plans for approval by the Board
and shareholders. For any such plans, determine each year whether
awards will be made and, if so, the overall amount of such awards,
the individual awards to executive Directors, and other designated
senior executives and the performance targets to be used; and
• oversee any major changes in employee benefits structures
throughout the Group.
Members
The Remuneration Committee consists entirely of non-executive Directors.
Member
Number of
meetings during
term(1)
Number of
meetings
attended
Barbara Jeremiah – Chair
5
5
Susan Brennan
5
5
Zoe Clements(2)
3
3
Ian King
5
5
Rajiv Sharma
5
5
Joe Vorih
5
5
Mary Waldner
5
5
(1) The full Committee met five times in 2024. In addition, authority was delegated to two
members of the Committee, Barbara Jeremiah and Ian King, to hold six additional
meetings to confirm the granting and vesting of share awards.
(2) Zoe Clements was appointed to the Board on 1 September 2024 and attended all three
of the meetings that were held in 2024 following her appointment.
Other attendees at Remuneration Committee meetings
The Group Chief Executive Officer and Group HR Director attend
meetings by invitation and the Group Company Secretary acts as
secretary to the Committee but no executive Director or other employee
is present during discussions relating to his or her own remuneration.
Advisers
Before recommending proposals for Board approval, the Remuneration
Committee may seek advice from external remuneration consultants to
ensure that it is fully aware of comparative external remuneration practice
as well as shareholder, legislative and regulatory developments. The
Committee also considers publicly available sources of information
relating to executive remuneration.
The Committee does not have a formal policy of subjecting its
remuneration consultants to a regular fixed-term rotation, although the
Committee remains cognisant of the need to seek objective advice and
good value whilst also benefiting from the consultants’ knowledge of the
Company. During the year, the Committee appointed Alvarez & Marsal as
its remuneration adviser following a competitive tender process.
All advisers to the Remuneration Committee are appointed and instructed
by the Committee. During the year, the Committee was advised by Korn
Ferry and Alvarez & Marsal in relation to remuneration advice (including in
relation to the appointment of Alpna Amar and other executives) and
benchmarking, LTIP performance monitoring and the provision of LTIP
advice. During 2024, the Company incurred fees of £25,308 from Korn
Ferry, £16,950 from Alvarez & Marsal and £5,401 from FIT Remuneration
Consultants, and these costs were based on a combination of hourly rates
and fixed fees for specific items of work. Korn Ferry, Alvarez & Marsal,
and FIT Remuneration Consultants are members of the Remuneration
Consultants Group and adhere to its Code in relation to executive
remuneration consulting in the UK. The remuneration consultants that
provided services during the year have no other connections with the
Company or its Directors. The Committee is satisfied that the advice it
has received during 2024 has been objective and independent.
2024 REMUNERATION REPORT:
ANNUAL REPORT ON REMUNERATION
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
102
GOVERNANCE
Principal activities and matters addressed during 2024
The Committee has a calendar of standard items within its remit and in addition it held in-depth discussions on specific topics during the year. The
Committee met five times during the year. In addition, authority was delegated to two members of the Committee to hold additional meetings to
confirm the grant and vesting of share awards. The table below shows the items considered at each meeting, with the meetings in February and
March being where the key decisions regarding performance, outcomes and grants for the coming year are determined.
Standard agenda items
Ad hoc items
February
Review of performance and outcomes under the Annual Bonus and Deferred Bonus Award.
Review of performance and vesting under long-term incentives.
Determine incentive structure for the 2024 financial year including finalisation of targets.
Review and approve draft Remuneration Report.
Review gender pay gap reporting
and CEO pay ratio.
March
Confirmation of grants of Deferred Bonus Awards and Restricted Share Awards.
Confirmation of vesting of Deferred Bonus Awards and Restricted Share Awards.
April
Confirmation of grants of LTIP awards.
July
Review of remuneration advisers.
August
Confirmation of grants of LTIP and
Restricted Share Awards to a limited
number of executives.
October
Review of remuneration packages for
two senior executives prior to making
recruitment offer.
December
(two meetings)
Review and approval of Directors’ and senior managers’ remuneration for the following
financial year taking into consideration available salary market data.
Performance update on outstanding incentive and bonus awards.
Discussion on 2025 LTIP and bonus targets; and associated shareholder consultation.
Determine remuneration of the Chair of the Board.
Review of Committee’s Terms of Reference.
Review feedback from UK
employee consultation.
Factors considered in applying the Policy
The Committee is comfortable that the Policy and its implementation are fully consistent with the factors set out in the UK Corporate Governance
Code as applied for 2024 (set out below):
• Clarity – The Policy and the way it is implemented is clearly disclosed in this policy section of the Directors’ Remuneration Report, with full
transparency of all elements of Directors’ remuneration.
• Simplicity – The Policy is simple and straightforward, based on a mix of fixed and variable pay. The annual bonus and LTIP include performance
conditions which are aligned with Senior’s business strategy.
• Risk – The Committee believes that the performance targets in place for the incentive schemes provide appropriate rewards for stretching levels
of performance without driving behaviour which is inconsistent with the Company’s risk profile and Values. Potential reward is aligned with market
levels of peer companies and the reputational risk from a perception of “excessive” pay-outs is limited by the maximum award levels set out in the
Policy and the Committee’s discretion to adjust formulaic remuneration outcomes.
• Predictability – The Policy includes full details of the individual limits in place for the incentive schemes. Any discretion exercised by the Committee
in implementing the Policy will be fully disclosed.
• Proportionality – The link between the delivery of strategy, long-term performance, shareholder return and the remuneration of the executive
Directors is set out in the Remuneration Report.
• Alignment to culture – The approach to Directors’ remuneration is consistent with the Group’s culture and Values.
Statement of voting at General Meeting
At the AGM held on 26 April 2024, shareholder votes on the Directors’ Remuneration Report and the Remuneration Policy were cast as follows:
Voting
For
Against
Total
Withheld(1)
Reason for vote
against, (if known)
Action taken by
Committee
Remuneration Report
Votes
347,796,158
4,626,619
352,422,777
640,956
N/A
N/A
%
98.69%
1.31%
100%
N/A
Remuneration Policy
Votes
326,312,097
26,721,279
353,033,376
30,357
N/A
N/A
%
92.43%
7.57%
100%
N/A
(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “For” and “Against” a resolution.
The Committee consulted extensively with major shareholders prior to the 2024 AGM concerning executive remuneration. Strong support for the
above resolutions was received from shareholders.
Single total figure of remuneration (audited information)
The table on the following page shows a single total figure of remuneration in respect of qualifying service for the 2024 financial year for each Director,
together with comparative figures for 2023. Aggregate Directors’ emoluments are shown at the end of the Single total figure of remuneration section.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
103
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED
Salaries and
fees
£000s
Taxable benefits
and allowances(1)
£000s
Bonus(2)
£000s
Long-term
incentives(3)
£000s
Pension benefits
including cash in
lieu of pension
£000s
Total fixed
remuneration
£000s
Total variable
remuneration
£000s
Total(5)
£000s
2024
2023
2024
2023
2024
2023
2024
2023
2024
2023
2024
2024
2024
2023
Executives
David Squires
615
587
29
29
185
627
124
839
92
88
736
309
1,045
2,170
Bindi Foyle
420
400
23
22
126
427
84
561
63
60
506
210
716
1,470
Total remuneration
1,035
987
52
51
311
1,054
208
1,400
155
148
1,242
519
1,761
3,640
Non-executives
Ian King
218
208
3
2
–
–
–
–
–
–
221
–
221
210
Susan Brennan
60
58
1
1
–
–
–
–
–
–
61
–
61
59
Zoe Clements(4)
20
–
–
–
–
–
–
–
–
–
20
–
20
–
Barbara Jeremiah(4)
82
71
1
–
–
–
–
–
–
–
83
–
83
71
Rajiv Sharma
60
58
1
–
–
–
–
–
–
–
61
–
61
58
Joe Vorih(4)
60
–
1
–
–
–
–
–
–
–
61
–
61
–
Mary Waldner(4)
78
68
–
–
–
–
–
–
–
–
78
–
78
68
Celia Baxter(4)
–
26
–
–
–
–
–
–
–
–
–
–
–
26
Giles Kerr(4)
–
21
–
–
–
–
–
–
–
–
–
–
–
21
Total remuneration
578
510
7
3
–
–
–
–
–
–
585
–
585
513
(1) Taxable benefits for executive Directors include the provision of a fully expensed company car or car allowance and private medical insurance. Taxable benefits for non-executive
Directors are travel expenses.
(2) Under the Remuneration Policy, the deferred bonus would ordinarily be paid two-thirds in cash and one-third in Senior shares.
(3) Part of the performance conditions attached to David Squires’ and Bindi Foyle’s 2022 LTIP Awards were achieved, and therefore 12.03% of this award will vest in March 2025. Further
details on the performance conditions can be found on page 98. The estimated value of shares to vest in the next period includes an amount for the dividend equivalent shares and was
calculated using the average of daily closing market value of the shares over the last three months of 2024 of 145.0p. 16.6% of the value of the LTIP awards is attributable to share price
appreciation, as the share price has increased from £1.21 at the time of grant.
(4) Joe Vorih and Zoe Clements were appointed to the Board on 1 January 2024 and 1 September 2024 respectively, and their 2024 fees are the amounts paid from those respective
dates. From 22 April 2023, Barbara Jeremiah became Chair of the Remuneration Committee and the Senior Independent Director, and Mary Waldner became Chair of the Audit
Committee and the Director with responsibility for employee engagement; and their respective fees were adjusted accordingly. Celia Baxter and Giles Kerr both retired from the
Board in April 2023 and their 2023 fees are the amounts paid until their respective retirements.
(5) The aggregate amount of remuneration paid to or receivable by Directors in respect of qualifying services as per paragraph 9 of SI 2008/40 Schedule 5 was £2,139,407
(2023 – £2,752,795). Included within this was £1,400,692 (2023: £nil) paid in respect of long-term incentive schemes, £155,250 (2023: £148,050) paid as company contributions
to pension schemes on behalf of two (2023: two) of the directors, and £nil (2023: £nil) in respect of gains on the exercise of share options granted.
Performance against performance targets for annual bonus (audited information)
Bonuses are earned by reference to the financial year and paid in March following the end of the financial year. As outlined in the 2023 Remuneration
Report, the bonuses accruing to the executive Directors in respect of 2024 have been determined by adjusted EPS, free cash flow, CO2 emissions
reductions, and Employee engagement performances as set out in the table below.
A summary of the measures, weightings and performance achieved is provided in the table below:
2024
Threshold
Target
Maximum
Actual
achieved
Maximum
bonus
achievable
Percentage
of maximum
achieved
Bonus
payable
(% of 2024
salary)
Free cash flow targets
£18m
£22.7m
£27.0m
£17.3m
48%
0%
0%
Adjusted EPS targets(1)
7.60p
8.44p
9.69p
7.55p
72%
0%
0%
CO2 emissions reduction
40,491t
40,251t
39,751t
38,238t
15%
100%
15%
Employee engagement
7.1
7.3
7.4
7.5
15%
100%
15%
Totals
150%
20.0%
30%
(1) The adjusted EPS target is calculated on a constant currency basis.
In reviewing the bonus outcome, the Remuneration Committee considered the wider performance of the business during the year and the
contributions of the management team to the successful implementation of the strategy for the year. The Committee concluded that the outcome
was an appropriate and fair outcome for all stakeholders.
Total pension entitlements (audited information)
The 2024 single figure remuneration for pension benefits for David Squires and Bindi Foyle consisted of a cash allowance of £92,250 (2023 – £88,050)
and £63,000 (2023 – £60,000) respectively, this being 15% of the respective base salaries, in line with the Remuneration Policy.
Payments for loss of office (audited information)
There were no payments made in the year for loss of office.
Fees received for outside appointments
The Board supports executive Directors taking up appointments outside the Company to broaden their knowledge and experience. Each executive
Director is permitted to accept one non-executive appointment from which they may retain any fee. Any external appointment must not conflict with
a Director’s commitments to Senior plc.
David Squires does not hold any outside appointments for which he is remunerated. Bindi Foyle was appointed to the Board of Avon Technologies plc
(“Avon”) as a non-executive director with effect from 1 May 2020 and retained fees of £67,298 for the year ending 31 December 2024 (£60,675 for
the year ended 31 December 2023). Prior to her taking up this appointment, the Nominations Committee considered the time commitment required
for this role and was supportive of her taking up that appointment, and of her subsequent appointment as Avon’s Senior Independent Director from
April 2024.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
104
GOVERNANCE
Key management personnel compensation
The table below shows the cumulative benefits of the key management personnel, which include the Board, members of the Executive Committee
and the two Divisional CFOs. In 2024, we replaced the previous senior managers’ emoluments disclosure with an aggregated disclosure on all key
management personnel. The value of other long-term benefits and termination payments in 2024 was £nil (2023: £nil).
2024
Total
£000s
2023
Total
£000s
Short-term employee benefits
5,168
6,020
Post-employment benefits
70
83
Share-based payments
1,849
2,009
Total
7,087
8,112
Performance against performance conditions for LTIP vesting (audited information)
Set out below are the performance conditions attached to the 2022 LTIP award. The performance conditions were partially achieved and therefore
12.03% of the 2022 LTIP awards are to vest as shown in the table below.
Performance condition
Target
(25% vesting)
Maximum
(100% vesting)
Actual
Percentage
of total award
achieved
Total shareholder return percentile ranking (1/3rd of Award)
50th
75th
53rd
36.1%
Adjusted earnings per share for the final financial year of the
performance period (1/3rd of Award)
10.05p
12.35p
7.17p
0%
Return on Capital Employed for the final financial year of the
performance period (1/3rd of Award)
10.0%
13.5%
6.8%
0%
The acquisition of Spencer Aerospace completed on 25 November 2022; the Committee reviewed the potential impact of the acquisition on the three
performance targets for the 2022 LTIP awards: Total Shareholder Return; Earnings per Share; Return on Capital Employed, and agreed that the original
targets for the LTIP awards should remain unaltered because the impact was not material.
Scheme interests awarded during the financial year (audited information)
Directors
Scheme
Basis of award
Face value
£000s
Percentage vesting
at threshold
performance
Number of
shares
Performance period
end date
David Squires(1)
LTIP
Annual award
1,230
25%
748,175
31 December 2026
Bindi Foyle(1)
LTIP
Annual award
840
25%
510,948
31 December 2026
(1) The face value of the awards represented 200% of the executive Directors’ respective 2024 base salaries.
Current position on outstanding LTIP awards (non-audited information)
The following table shows the current position against performance targets for LTIP awards outstanding from 2023 and 2024.
Conditional share awards granted in 2024
Conditional share awards granted in 2023
Performance condition
Threshold
(25% vesting)
Maximum
(100% vesting)
Actual to date
Threshold
(25% vesting)
Maximum
(100% vesting)
Actual to date
Total shareholder return ranking
50th percentile 80th percentile
23rd percentile
50th percentile
80th percentile
67th percentile
Adjusted EPS performance for
the final Financial Year of the
performance period
12.0p
19.0p
7.17p(2)
11.77p
18.50p
7.17p(1)
Return on Capital Employed
13.5%
17.0%
6.8%(4)
12.5%
17.0%
6.8%(3)
(1) Actual to date figure of 7.17p represents the adjusted EPS for the second year of the three-year performance period for the 2023 LTIP award.
(2) Actual to date figure of 7.17p represents the adjusted EPS for the first year of the three-year performance period for the 2024 LTIP award.
(3) Actual to date figure of 6.8% represents the Return on Capital Employed for the second year of the three-year performance period for the 2023 LTIP award.
(4) Actual to date figure of 6.8% represents the Return on Capital Employed during the first year of the three-year performance period for the 2024 LTIP award.
To ensure a suitably broad peer group, the TSR comparator group applicable to LTIP awards is the FTSE 350 index, excluding sectors with limited
direct relevance to Senior and those exhibiting high volatility. TSR is averaged over three months prior to the start and end of the performance period.
Shareholder dilution
Percentage of issued shares
Discretionary
schemes
(maximum 5%)
All schemes
(maximum 10%)
4.38%
5.62%
Shares awarded as % of issued shares
Headroom
1.76%
3.24%
The Company complies with the dilution guidelines contained within The Investment Association Principles of Executive Remuneration.
At 31 December 2024, awards outstanding and shares issued in the previous 10 years under the Senior plc 2005 Long-Term Incentive Plan (the 2005
LTIP), the Senior plc 2014 Long-Term Incentive Plan (the 2014 LTIP), the Senior plc 2024 Long-Term Incentive Plan (the 2024 LTIP), and the 2006
Savings-Related Share Option Plan (the Sharesave Plan) amounted to 3.24% of the issued ordinary share capital of the Company. At 31 December
2024, awards outstanding and shares issued in the previous 10 years under executive (discretionary) plans (the 2005 LTIP, 2014 LTIP and 2024 LTIP)
amounted to 4.98% of the issued ordinary share capital of the Company.
During 2024, all share awards were satisfied using market-purchased shares. The Remuneration Committee monitors the flow rates of the Company’s
share plans, in particular before new share awards are made, to ensure the flow rates remain within the Investment Association dilution guidelines.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
105
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED
Statement of Directors’ shareholding and share interests (audited information)
The Remuneration Committee encourages Directors to own shares in the Company and, in support of this policy, it expects executive Directors to
retain at least 50% of the shares that vest under the LTIP awards and the deferred share element of the bonus, after allowing for tax liabilities, until a
shareholding equivalent in value to 200% of base salary is built up. Included within the Directors’ holdings are 325,000 shares and 38,788 shares that
David Squires and Bindi Foyle purchased respectively.
The table below shows how each Director complies with this requirement. Shares are valued using the Company’s closing share price on
31 December 2024 of 159.6p (31 December 2023 – 177.6p). No options under the Sharesave Plan were exercised by the executive Directors
during the year.
Executive Directors
Number of shares
required to be held
(equivalent to 200%
of basic salary at
31 December 2024)
Number of shares
held (including
unvested deferred
shares net of tax) at
31 December 2024
Share ownership
requirements met
Unvested awards, subject to
performance conditions
Unvested awards, not subject
to performance conditions
LTIP award(1)
Sharesave
Total deferred
share award
David Squires
770,677
1,228,949
Yes
2,186,440
10,088
451,969
Bindi Foyle
526,316
622,502
Yes
1,490,336
10,088
305,436
(1) The minimum threshold was exceeded for one of the three performance conditions attached to David Squires’ and Bindi Foyle’s 2022 LTIP awards over 690,495 shares, and 469,834
shares respectively (included within their respective LTIP award figures above) and therefore 83,089 shares and 56,536 shares respectively of these awards (together with dividend
equivalent shares) shall vest in March 2025.
The interests of Directors have remained unchanged between the date of the review and the date of the signing of the Annual Report & Accounts 2024.
Number of shares
owned outright
(including connected
persons) at
31 December 2023
Shares vested
during 2024
Shares retained
from 2024
vested shares
Shares purchased
during 2024
Number of shares
owned outright
(including connected
persons) at
31 December 2024
Executive Directors
David Squires
690,355
565,308
299,051
0
989,406
Bindi Foyle
260,710
377,918
199,911
0
460,621
Non-executive Directors
Ian King
814,297
–
–
100,000
914,297
Susan Brennan
5,900
–
–
–
5,900
Zoe Clements
–
–
–
–
–
Barbara Jeremiah
25,000
–
–
–
25,000
Joe Vorih
–
–
–
7,500
7,500
Rajiv Sharma
15,000
–
–
–
15,000
Mary Waldner
10,000
–
–
–
10,000
Performance graph
Senior plc total shareholder return
The following TSR graph compares the total shareholder return of the Company’s shares against the FTSE All-Share, Aerospace & Defence index,
and the FTSE 250 index over a 10-year period (where dividends are included gross of tax). This graph allows a comparison to be made against
organisations facing broadly similar economic and market conditions as the Company.
0
50
100
150
200
250
300
350
Dec 23
Dec 24
Dec 22
Dec 21
Dec 20
Dec 19
Dec 18
Dec 17
Dec 16
Dec 15
Dec 14
FTSE All-Share A&D
Senior
FTSE250
Remuneration of Group Chief Executive Officer
2015(1)
2016
2017
2018
2019
2020
2021
2022
2023
2024
CEO single figure of total remuneration (£000s)
1,020
790
1,009
1,107
1,203
917
1,350
1,388
2,136
1,041
Annual variable element award rates against maximum
opportunity (%)
14
31
79
75
58
40
100
100
85.4
20
Long-term incentive vesting rates against maximum
opportunity (%)
21
0
0
0
28
0
0
0
66.7
12
(1) During 2015, Mark Rollins retired from the Board on 31 May 2015 and David Squires was appointed a Director on 1 May 2015. The CEO single figure of total remuneration includes the
combined 2015 values for Mark Rollins and David Squires.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
106
GOVERNANCE
Relationship between executive Director and employee pay
The Remuneration Policy for the executive Directors is designed taking into account the policy for employees across the Group as a whole. There are
some differences in the structure of the Remuneration Policy for the executive Directors and other senior employees, which the Remuneration
Committee believes are necessary to reflect the different levels of responsibility of employees across the Company and reflect different market norms
for different roles. The key differences in remuneration policy between the executive Directors and employees across the Group are the increased
emphasis on performance-related pay and the inclusion of a share-based long-term incentive plan for executive Directors.
The majority of senior managers are eligible to participate in annual bonus arrangements with challenging targets tied to the performance of their
operating business, Division and the Group’s performance.
Long-term incentives are provided to the most senior executives and those anticipated as having the greatest potential to influence performance levels
within the Company. A lower aggregate incentive quantum operates below the senior executive level, with levels driven by the impact of the role and
market comparatives.
Awards under the Restricted Share Award Plan, a deferred share award plan without performance conditions, are a retention tool and are made to
selected individuals who do not typically benefit from other long-term incentives but are considered to have significant potential or are key contributors.
In order to encourage wider employee share ownership, the Company operates a Sharesave Plan in which employees in the UK, North America and
continental Europe, including executive Directors, may participate.
The pension contributions of the executive Directors (15% of base salary) aligns with the pension contribution available to the majority of the UK workforce.
How employees’ pay is taken into account when setting executive Director remuneration
The Committee also reviews the salaries of senior corporate, divisional and operational managers and therefore is fully cognisant of pay levels in the
Group when determining the pay of the executive Directors.
In addition, the Committee’s policy is that salary increases for the executive Directors and senior executives should not normally be greater than the
general level of increases awarded to other senior managers in Europe and North America, other than when an executive changes role or when it is
necessary in order to ensure levels of remuneration remain market competitive.
We continue to be vigilant regarding rates of pay and the cost of living, ensuring we are paying people fairly for the work they do, and benchmarking
pay rates in local markets, making adjustments if appropriate and focusing higher relative salary increases on operations employees.
As laid out in the Remuneration Committee Chair’s Annual Statement, the Company consulted with UK employee representatives in 2024 regarding
executive Director remuneration.
Percentage change in remuneration of Directors
The table below shows how the percentage changes in Directors’ salary, benefits and bonus between 2020 and 2021, 2021 and 2022, 2022 and
2023, and between 2023 and 2024 compare with the percentage change in the average of each of those components of pay for Senior plc
employees. Employees who joined or left in either year have been excluded to prevent distortion.
Change (%)
David
Squires
Bindi
Foyle
Ian
King
Susan
Brennan
Zoe
Clements(4)
Barbara
Jeremiah(3)
Rajiv
Sharma
Joe
Vorih(4)
Mary
Waldner(3)
Senior plc
Employees
excluding
Directors
2023
vs
2024
Salary
4.77%
5.00%
4.81%
4.35%
N/A
15.14%
4.35%
N/A
13.18%
7.29%
Taxable
benefits
and
allowances
2.44%
4.08%
–
–
–
–
–
–
–
8.02%
Bonus
-70.57%
-70.51%
–
–
–
–
–
–
–
-69.07%
2022
vs
2023
Salary
5.39%
5.54%
5.58%
5.50%
N/A
30.68%
5.50%
N/A
25.64%
7.31%
Taxable
benefits and
allowances
19.81%
81.91%
–
–
–
–
–
–
–
-0.23%
Bonus
-9.96%
-9.83%
–
–
–
–
–
–
–
-10.70%
2021
vs
2022
Salary
3.20%
5.00%
3.10%
2.80%
N/A
N/A
2.80%
N/A
N/A
6.70%
Taxable
benefits and
allowances
-12.30%
-44.30%
–
–
–
–
–
–
–
7.00%
Bonus
3.20%
5.00%
–
–
–
–
–
–
–
6.70%
2020
vs
2021
Salary
0%
0%
3.10%
2.80%
N/A
N/A
0%
N/A
N/A
3.30%
Taxable
benefits and
allowances
3.40%
4.80%
–
–
–
–
–
–
–
2.00%
Bonus
150.00%
150.00%
–
–
–
–
–
–
–
158.60%
(1) The Salary percentage change figure also includes any merit increases awarded to Directors and employees. The percentage change of salary percentage change figures for the 2021
and 2020 comparison are calculated using the 2020 salaries before the voluntary reduction in salaries and fees for the Directors and some Senior plc employees during the pandemic
(2) David Squires’ percentage change in Taxable benefits and allowances reflects the increase in 2023 of the annual premium of his private health insurance which amounted to £587.
Bindi Foyle’s percentage change in Taxable benefits and allowances in 2023 mainly reflects the transition from having a car allowance to having a company car during 2022.
(3) On 21 April 2023, Barbara Jeremiah was appointed the Senior Independent Director and the Chair of the Remuneration Committee and Mary Waldner was appointed the Chair
of the Audit Committee and the Director with responsibility for employee engagement, and their respective fees were adjusted accordingly at that time.
(4) Joe Vorih and Zoe Clements were appointed to the Board on 1 January 2024 and 1 September 2024 respectively.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
107
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED
CEO pay ratio narrative
The CEO pay ratio is calculated using Option B, by taking the gender pay gap data (based on Senior’s largest UK employer, Senior UK Limited) and
adding the data for Senior’s two additional UK employing entities. For the purpose of making a valid comparison, leavers were excluded. Using the
same principles as the gender pay data, the best equivalents were identified, namely: the 25th, 50th and 75th percentile. The full-time equivalent
pay and benefits figures for the year ending December 2024 were calculated, and then reviewed to ensure that the selected best equivalents were
reasonably representative. The underlying salary, bonus and benefits showed a reduction in the CEO pay ratio from 2023. We believe the reduction
compared to prior years was mainly due to the increase in bonuses for employees compared to a reduction in bonus for the CEO during 2024.
The CEO pay ratio includes the vesting of 2022 LTIPs at 12.03% of the total potential.
Pay ratio
Year
Method(1)
25th percentile
50th percentile
75th percentile
2024
B
33 : 1
31 : 1
24 : 1
2023
B
78 : 1
57 : 1
45 : 1
2022
B
51 : 1
44 : 1
36 : 1
2021
B
53 : 1
49 : 1
33 : 1
2020(2)
B
25 : 1
20 : 1
16 : 1
2019
B
53 : 1
39 : 1
32 : 1
(1) Method B was selected as the most appropriate basis for selecting the 25th percentile, median and 75th percentile pay ratios because the gender pay gap data was more readily available.
(2) The pay ratios in 2020 had been impacted by the pandemic leading to significant numbers of employees being on furlough and/or made redundant, as well as reduced total remuneration
for the CEO.
Year 2024
25th percentile
50th percentile
75th percentile
Base salary
£25,050
£24,028
£37,625
Total
£31,438
£33,328
£43,477
Relative importance of spend on pay
The following table sets out the percentage change in profit, dividends and overall spend on pay in the financial year ended 31 December 2024
compared with the financial year ended 31 December 2023.
2024
£m
2023
£m
Percentage
change
Employee remuneration costs (excluding social security)
272.3
261.3
4.2%
Adjusted profit before tax
33.0
38.3
-13.8%
Dividends paid
10.1
6.6
53.0%
2025 remuneration (non-audited information)
Salaries and fees for 2025
We continue to be vigilant regarding rates of pay and the cost of living, ensuring we are paying people fairly for the work they do, and benchmarking
pay rates in local markets, making adjustments if appropriate and focussing higher relative salary increases on operations employees. When
determining the 2025 basic salaries of the Group Chief Executive Officer and Group Finance Director, which were increased by 2.4% and 2.1%
respectively, the Committee was cognisant of the increases applied to the wider workforce, which were typically 4.25% or higher, depending upon
skills and geographic location. Alpna Amar’s salary on her appointment as the new Group Chief Financial Officer will be £400,000 per annum.
Although determined by the Board, rather than the Remuneration Committee, the 2025 base fee for the non-executive Directors was increased by
2.5% and had been determined after considering the increases applied to the wider workforce, and to those for the executive Directors.
2025
£
2024
£
Percentage
change
Executive Directors
David Squires
630,000
615,000
2.4%
Bindi Foyle
429,000
420,000
2.1%
Non-executive Directors(1)
Chair of Board
222,500
218,000
2.1%
Non-executive Directors
61,500
60,000
2.5%
Chair of Audit Committee
11,000
11,000
0.0%
Chair of Remuneration Committee
11,000
11,000
0.0%
Senior Independent Director
11,000
11,000
0.0%
Director with responsibility for employee engagement
6,500
6,500
0.0%
(1) No additional fees are payable for Committee membership.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
108
GOVERNANCE
Annual bonus for 2025
The maximum bonus opportunity remains 150% of basic salary, in line with the Policy. The KPIs remain unchanged from the prior year, namely,
Free Cash Flow, Adjusted EPS, absolute reductions in Scope 1 and Scope 2 emissions in 2025, and improvements to Senior’s employee engagement
survey score in 2025 compared to the survey results from 2024, highlighting the importance of a highly engaged workforce to achieving outstanding
results. The individual weightings of the KPIs for the executive Directors for the annual bonus are set out below.
2025
Weighting
(% of max)
Free cash flow target
32.00%
Adjusted EPS target
48.00%
Reductions in Scope 1 and Scope 2 emissions
10.00%
Improvements to Senior’s employee engagement survey score in 2025
10.00%
Totals
100.00%
The actual targets are currently considered commercially sensitive because of the information that this provides to the Company’s competitors.
disclosure of the 2025 targets will be in the 2025 Annual Report. Any bonus payment will be subject to the usual deferral arrangements and the
standard malus and clawback provisions set out in our Policy.
LTIP awards for 2025
In 2025, David Squires and Alpna Amar will be granted LTIP awards at a level of 200% and 175% of basic salary, respectively. As described in the
Chair’s statement, in view of her retirement, Bindi Foyle will not participate in the 2025 LTIP. The Remuneration Committee sets stretching targets
which are consistent with the strategic priorities of the business, and vested awards will continue to be subject to a two-year holding period. Award
levels will be 200% of basic salary, which is unchanged from 2024 and consistent with the Policy. This provides an appropriate level of reward potential
for the outstanding levels of performance which are required to hit maximum vesting levels under the LTIP. As evidenced by the targets for the 2025
award set out in the table below, stretching goals have been set which, if achieved, would represent an outstanding level of performance which the
Committee believes should be rewarded accordingly.
Adjusted EPS, TSR and ROCE metrics will be retained as the performance measures in the LTIP and have equal weighting of 33.3%: 33.3%: 33.3%.
The Adjusted EPS target has been set to be stretching and challenging. The target is expressed as an absolute value achieved in 2027. Following a
review by the Remuneration Committee, TSR performance will be measured against the FTSE 350 (excluding companies in the Financial Services,
Oil, Gas & Coal, Mining and Real Estate sectors) with maximum vesting requiring upper quartile performance. The Committee adjusted this from
upper quintile to more closely align with standard practice for TSR-based performance conditions. The Committee has also updated and simplified the
excluded sectors. The Company has consistently stated that its medium-term ROCE target is a minimum of 13.5% pre-tax, post IFRS 16 and this has
not changed. The targets are set at a stretching level that takes account of market conditions and the minimum stated target.
The thresholds and maximum for 2025 are set out in the table below:
2025
Weighting
Threshold
(25% vesting)
Maximum
(100% vesting)
Return on Capital Employed
1/3rd
13.5%
17.0%
Total shareholder return ranking
1/3rd
Median
or higher
Upper quartile
or higher
Adjusted earnings per share(1)
1/3rd
13.4p
19.42p
(1) Vesting is on a straight-line basis between Threshold and 66.67% vesting, and between 66.67% vesting and Maximum.
Approval of the Directors’ Remuneration Report
The Directors’ Remuneration Report was approved by the Board on 28 February 2025.
Signed on behalf of the Board
Barbara Jeremiah
Chair of the Remuneration Committee
28 February 2025
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
109
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
The Directors are responsible for preparing
the Annual Report and the Group and Parent
Company Financial Statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare
Group and Parent Company Financial
Statements for each financial year. Under that
law they are required to prepare the Group
Financial Statements in accordance with
UK-adopted international accounting standards
and applicable law and have elected to prepare
the Parent Company Financial Statements in
accordance with UK accounting standards
and applicable law, including FRS 101
Reduced Disclosure Framework.
Under company law the Directors must not
approve the Financial Statements unless they
are satisfied that they give a true and fair view
of the state of affairs of the Group and Parent
Company and of the Group’s profit or loss for
that period. In preparing each of the Group
and Parent Company Financial Statements,
the Directors are required to:
• select suitable accounting policies and
then apply them consistently;
• make judgements and estimates that are
reasonable, relevant, reliable and prudent;
• for the Group Financial Statements, state
whether they have been prepared in
accordance with UK-adopted international
accounting standards;
• 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;
• assess the Group and Parent Company’s
ability to continue as a going concern,
disclosing, as applicable, matters related
to going concern; and
• use the going concern basis of accounting
unless they either intend to liquidate the
Group or the Parent Company or to cease
operations, or have no realistic alternative
but to do so.
The Directors are responsible for keeping
adequate accounting records that are sufficient
to show and explain the Parent Company’s
transactions and disclose with reasonable
accuracy at any time the financial position of
the Parent Company and enable them to ensure
that its Financial Statements comply with the
Companies Act 2006. They are responsible
for such internal control as they determine is
necessary to enable the preparation of Financial
Statements that are free from material
misstatement, whether due to fraud or error,
and have general responsibility for taking such
steps as are reasonably open to them to
safeguard the assets of the Group and to
prevent and detect fraud and other irregularities.
Under applicable law and regulations, the
Directors are also responsible for preparing a
Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate
Governance Statement that complies with
that law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the UK
governing the preparation and dissemination
of Financial Statements may differ from
legislation in other jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (“DTR”) 4.1.16R, the Financial
Statements will form part of the Annual Financial
Report prepared under DTR 4.1.17R and 4.1.18R.
The auditor’s report on these Financial
Statements provides no assurance over whether
the Annual Financial Report has been prepared in
accordance with those requirements
Responsibility statement of the Directors
in respect of the annual financial report
We confirm that to the best of our knowledge:
• the Financial Statements, prepared in
accordance with the applicable set of
accounting standards, give a true and fair
view of the assets, liabilities, financial position
and profit or loss of the Company and the
undertakings included in the consolidation
taken as a whole; and
• the Strategic Report includes a fair review
of the development and performance of the
business and the position of the issuer and
the undertakings included in the consolidation
taken as a whole, together with a description
of the principal risks and uncertainties that
they face.
We consider the Annual Report and Accounts,
taken as a whole, is fair, balanced and
understandable and provides the information
necessary for shareholders to assess the
Group’s position and performance, business
model and strategy.
David Squires
Bindi Foyle
Group Chief Executive Officer
Group Finance Director
28 February 2025
28 February 2025
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN RESPECT
OF THE ANNUAL REPORT AND
THE FINANCIAL STATEMENTS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
110
GOVERNANCE
1. Our opinion is unmodified
We have audited the financial statements
of Senior plc (“the Company”) for the year
ended 31 December 2024 which comprise
the Consolidated income statement, the
Consolidated statement of comprehensive
income, Consolidated balance sheet,
Consolidated statement of changes in equity,
Consolidated cash flow statement, Company
balance sheet and Company statement of
changes in equity and the related notes,
including the accounting policies in note 2 and 35.
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 31 December
2024 and of the Group’s profit for the year
then ended;
• the Group financial statements have been
properly prepared in accordance with UK-
adopted international accounting standards;
• the parent Company financial statements
have been properly prepared in accordance
with UK-adopted international accounting
standards, including FRS 101 Reduced
Disclosure Framework and as applied in
accordance with the provisions of the
Companies Act 2006; and
• the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities
are described below. We believe that the audit
evidence we have obtained is a sufficient and
appropriate basis for our opinion. Our audit
opinion is consistent with our report to the
audit committee.
We were first appointed as auditor by the
shareholders on 21 April 2017. The period of total
uninterrupted engagement is for the eight financial
years ended 31 December 2024. We have fulfilled
our ethical responsibilities under, and we remain
independent of the Group in accordance with,
UK ethical requirements including the FRC Ethical
Standard as applied to listed public interest
entities. No non-audit services prohibited by that
standard were provided.
Overview
Materiality:
Group financial
statements as
a whole
£3.2m (2023: £3.2m)
0.3% (2023: 0.3%)
of Group Revenue
Key audit matters
vs 2023
Recurring risks
• Completeness
and accuracy
of warranty
provision
• Recoverability
of the Parent
Company’s
investment in
its subsidiary
Event driven
• New:
held for sale
judgement
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF SENIOR PLC
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
111
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED
The risk
Our response
Held for sale judgement
Refer to critical judgement accounting
policy in note 2 on page 130 and the
Audit Committee Report on page 93.
Subjective Judgement
The Group is actively marketing the sale of
the Aerostructures business. Aerostructures
is a sub section of the Groups’ Aerospace
segment. The Group have determined that
the potential divestment was not sufficiently
progressed to trigger a classification of held
for sale under IFRS 5 (being the relevant
accounting standard), as it was not “highly
probable” based on the facts and
circumstances as at 31 December 2024.
This determination involved significant
judgement to evaluate the criteria under IFRS
5. If the alternative judgement had been made
there would be significant presentational and
disclosure changes required.
The effect of these matters is that, as part of
our risk assessment, we determined that the
judgement over whether Aerostructures
should be considered as held for sale is
highly subjective. The financial statements
disclose the significant judgement applied by
the Group in note 2.
Our procedures included:
• Assessing the judgement: Challenged the
directors’ accounting judgement as to whether
or not the criteria for the sale being “highly
probable” under IFRS 5 was met for recognising
as held for sale based on the facts and
circumstances as at 31 December 2024.
• Obtaining additional representations:
Obtained specific representations from the
directors over the judgement made and the
disclosure of the facts and circumstances known
as at 31 December 2024.
• Our sector expertise: Assessed the level of
uncertainty through discussion with our own
Deal Advisory expert in the aerospace sector to
understand the current state of the market,
and the factors that could effect the likelihood
of completion within 12 months of year end.
• Personnel interviews: Corroborated
judgements through discussions with Key
Executive management and Board members.
• Examining correspondence: Confirmed the
status of the sales process as at year end with
the financial advisor.
• Assessing transparency: Assessed whether
the disclosure reflects the critical accounting
judgement that has been made, and the potential
implication of an alternative judgement on the
Group financial statements.
We performed the tests above rather than seeking
to rely on any of the Group’s controls because the
nature of the balance is such that we would expect
to obtain audit evidence primarily through the
detailed procedures described.
Our results
• We found the accounting judgement and the
associated disclosure that the criteria under
IFRS 5 has not been met for recognising as held
for sale to be acceptable.
2. Key audit matters: our assessment
of risks of material misstatement
Key audit matters are those matters that,
in our professional judgement, were of most
significance in the audit of the financial
statements and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) identified by us,
including those which had the greatest effect
on: the overall audit strategy; the allocation of
resources in the audit; and directing the efforts
of the engagement team. We summarise below
the key audit matters, in decreasing order of
audit significance, in arriving at our audit opinion
above, together with our key audit procedures
to address those matters and, as required for
public interest entities, our results from those
procedures. These matters were addressed,
and our results are based on procedures
undertaken, in the context of, and solely for the
purpose of, our audit of the financial statements
as a whole, and in forming our opinion thereon,
and consequently are incidental to that opinion,
and we do not provide a separate opinion on
these matters.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
112
GOVERNANCE
The risk
Our response
Completeness and accuracy
of warranty provisions
£11.8m included within warranty provisions
of £19.2m (2023: £11.0m within £17.9m)
Refer to page 129 (accounting policy) and
page 154 (financial disclosures) and the
Audit Committee Report on page 93.
Subjective estimate
There are significant judgements and
estimates involved in the assumptions
underlying the warranty provision in relation
to a disputed commercial position. Given
the judgement required in determining this
provisioning, we have identified this as an
area at high risk of fraud or error.
The effect of these matters is that, as part of
our risk assessment, we determined that the
provision in respect of this warranty claim
have a high degree of estimation uncertainty,
with a potential range of reasonable outcomes
greater than our materiality for the financial
statements as a whole.
The financial statements (note 2) disclose
the sensitivity estimated by the Group.
Our procedures included:
• Assessing methodology: Evaluated the
methodology applied by the directors to the
estimation to assess its reasonableness.
• Our sector experience: Evaluated the
assumptions using our sector knowledge
and inspecting commercial and customer
correspondence.
• Tests of detail: Assessed the accuracy of the
cost of replacement through testing a sample
of cost lines to relevant source data and testing
the number of products sold in the year.
• Personnel interviews: Corroborated
judgements through discussions with
commercial and engineering level staff.
• Assessing transparency: Assessed whether
the disclosures of the effect of reasonably
possible changes in key judgements and
assumptions reflects the risks inherent in the
provisions’ estimation.
We performed the tests above rather than seeking
to rely on any of the Group’s controls because the
nature of the balance is such that we would expect
to obtain audit evidence primarily through the
detailed procedures described.
Our results
• We found the level of provision in respect of this
disputed commercial position to be acceptable
(2023 result: acceptable).
Recoverability of the parent Company’s
investment in its subsidiary
The parent Company recorded an
investment carrying value of £259.9m
as at 31 December 2024 (2023: £259.9m)
Refer to page 168 (accounting policy)
and page 168 (financial disclosures).
Low risk, high value:
The carrying amount of the parent
Company’s investment in its subsidiary
represents 56% (2023: 52%) of its total
assets. Its recoverability is not at a high risk
of significant misstatement or subject to
significant judgement. However, due to its
materiality in the context of the parent
Company financial statements, this is
considered to be the area that had the
greatest effect on our overall parent
Company audit.
Our procedures included:
• Tests of detail: We compared the carrying
amount of the investment with the relevant
subsidiary’s draft statutory balance sheet to
identify whether its net assets, being an
approximation of its minimum recoverable
amount, was in excess of its carrying amount
and assessed whether the subsidiary has
historically been profit-making.
• Assessing subsidiary audits: Assessed the
work performed by the subsidiary audit team
and considered the results of that work on the
investment subsidiary’s profits and net assets.
We performed the tests above rather than seeking
to rely on any of the Group’s controls because the
nature of the balance is such that we would expect
to obtain audit evidence primarily through the
detailed procedures described.
Our results
• We found the Company’s conclusion that there is
no impairment of its investment in its subsidiary
to be acceptable (2023 result: acceptable).
Last year, in response to a material release of uncertain tax provisions, we reported “provision for uncertain tax positions” as a key audit matter. We
continue to perform procedures over provisions for uncertain tax positions. However, as there are no material changes in the current period, we have
not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year as a
key audit matter.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
113
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
2. Key audit matters: our assessment of risks of material misstatement continued
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED
Group revenue
Group materiality
£977.1m (2023: £963.5m)
£3.2m (2023: £3.2m)
Group revenue
Group materiality
£3.2m
Whole financial statements
materiality (2023: £3.2m)
£2.4m
Whole financial statements
performance materiality
(2023: £2.4m)
£1.35m
Range of materiality
at 23 components
(£0.4m – £1.35m)
(2023: £0.5m to £1.8m)
£0.16m
Misstatements reported
to the audit committee
(2023: £0.16m)
Our audit procedures covered 88% of Group revenue:
Group revenue
88%
We performed audit procedures in relation to components that accounted for
the following percentages of Group profit before tax and Group total assets:
Group total assets
Group profit before tax
89%
90%
3. Our application of materiality and
an overview of the scope of our audit
Our application of materiality
Materiality for the Group financial statements
as a whole was set at £3.2 million (2023:
£3.2 million), determined with reference to
a benchmark of Group revenue of which it
represents 0.3% (2023: 0.3%).
We consider total revenue to be the most
appropriate benchmark as it provides a more
stable measure year on year than Group profit
before tax.
Materiality for the parent Company financial
statements as a whole was set at £0.9 million
(2023: £2.9 million), determined with reference
to a benchmark of parent Company total assets,
of which it represents 0.2% (2023: 0.6%).
In line with our audit methodology, our
procedures on individual account balances
and disclosures were performed to a lower
threshold, performance materiality, so as to
reduce to an acceptable level the risk that
individually immaterial misstatements in individual
account balances add up to a material amount
across the financial statements as a whole.
Performance materiality was set at 75%
(2023: 75%) of materiality for the financial
statements as a whole, which equates to £2.4
million (2023: £2.4 million) for the Group and
£0.67 million (2023: £2.2 million) for the parent
Company. We applied this percentage in our
determination of performance materiality
because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the audit committee
any corrected or uncorrected identified
misstatements exceeding £160,000 (2023:
£160,000), in addition to other identified
misstatements that warranted reporting on
qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing
standard in our audit of the consolidated financial
statements. The revised standard changes how
an auditor approaches the identification of
components, and how the audit procedures are
planned and executed across components.
In particular, the definition of a component has
changed, shifting the focus from how the entity
prepares financial information to how we, as the
group auditor, plan to perform audit procedures to
address group risks of material misstatement
(“RMMs”). Similarly, the group auditor has an
increased role in designing the audit procedures
as well as making decisions on where these
procedures are performed (centrally and/or at
component level) and how these procedures
are executed and supervised. As a result, we
assess scoping and coverage in a different way
and comparisons to prior period coverage figures
are not meaningful. In this report we provide an
indication of scope coverage on the new basis.
We performed risk assessment procedures to
determine which of the Group’s components are
likely to include risks of material misstatement to
the Group financial statements and which
procedures to perform at these components to
address those risks.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
114
GOVERNANCE
We visited 3 component auditors in the US and
UK to assess the audit risks and strategy. Video
and telephone conference meetings were also
held with these component auditors and others
that were not physically visited. At these visits
and meetings, the findings reported to the
Group team were discussed in more detail, and
any further work required by the Group team
was then performed by the component auditors.
We inspected the work performed by the
component auditors for the purpose of the
Group audit and evaluated the appropriateness
of conclusions drawn from the audit evidence
obtained and consistencies between
communicated findings and work performed.
4. The impact of climate change
on our audit
We have considered the potential impacts of
climate change on the financial statements as
part of planning our audit.
Climate change impacts the Group in a variety
of ways including the impact of climate risk
on the substitution of existing products
and services with lower emissions options,
increased costs to transition to lower emissions
technology and the impact on useful lives of
assets from physical and obsolescence risks.
There is also potential reputational risk associated
with the Group’s delivery of its climate related
initiatives, and greater emphasis on climate related
narrative and disclosure in the annual report.
As part of our audit we have made enquiries of
management to understand the extent of the
potential impact of climate change risk on the
Group’s financial statements. We have performed
a risk assessment of how the impact of climate
change may affect the financial statements and
our audit. We held discussions with our own
climate change professionals to challenge our risk
assessment, including the goodwill impairment
assessment, the estimates made regarding useful
economic lives of property, plant and equipment,
and the valuation of inventory, recoverability of
trade receivables and going concern. Taking into
account the extent of headroom on goodwill, the
expected remaining useful lives of property, plant
and equipment, the nature of customers and
products, our assessment is that the climate
related risks to the Group’s business, strategy and
financial planning did not have a significant impact
on our key audit matters given the nature of the
Group’s operations and knowledge gained of its
impact on critical accounting estimates during our
risk assessment procedures and testing.
We have read the Group’s and the parent
Company’s disclosure of climate related
information in the front half of the annual report
as set out on pages 14 to 24 and considered
consistency with the financial statements and
our audit knowledge.
5. Going concern
The directors have prepared the financial
statements on the going concern basis as they
do not intend to liquidate the Group or the parent
Company or to cease their operations, and as
they have concluded that the Group’s and the
parent Company’s financial position means that
this is realistic. They have also concluded that
there are no material uncertainties that could
have cast significant doubt over their ability to
continue as a going concern for at least a year
from the date of approval of the financial
statements (“the going concern period”).
In total, we identified 31 components, having
considered our evaluation of the Group’s legal
and operational structure, and our ability to
perform audit procedures centrally.
Of those, we identified only 1 quantitatively
significant component which contained the
largest percentage of total revenue of the Group,
for which we performed audit procedures.
We also identified 13 components as requiring
special audit consideration, owing to the Group
risk relating to revenue.
Additionally, having considered qualitative and
quantitative factors, we selected 9 components
with accounts contributing to the specific RMMs
of the Group financial statements.
Accordingly, we performed audit procedures
on 23 components, of which we involved
component auditors in performing the audit
work on 22 components. We performed the
audit of the parent Company.
We approved the component materialities,
ranging from £0.4m to £1.35m, having regard
to the mix of size and risk profile of the Group
across the components.
3. Our application of materiality and
an overview of the scope of our audit
continued
Our audit procedures covered 88% of Group
revenue. We performed audit procedures in
relation to components that accounted for 90%
of Group profit before tax and 89% of Group
total assets.
For the remaining components for which we
performed no audit procedures, no component
represented more than 2% of Group total
revenue, or Group total assets. We performed
analysis at an aggregated Group level to
re-examine our assessment that there is not
a reasonable possibility of a material
misstatement in these components.
Impact of controls on our group audit
The Group utilises a diverse range of IT systems
across its operating businesses. For all of the
components that were subject to audit
procedures, we obtained an understanding of the
relevant IT systems for the purposes of our audit
work. On this audit we take a predominantly
substantive approach in all areas of the audit due
to the diverse nature of the Group’s information
systems and IT general controls, as well as
having considered the efficiency and
effectiveness of approaches to gaining the
appropriate audit evidence. As a result, we
appropriately planned additional substantive
testing, including in the key transactional areas
of revenue, purchases and inventory.
As we did not rely on automated controls on
journal entries, our work to respond to the risk
of management override of controls considered
both automated and manual journals and
additional testing as necessary.
Group auditor oversight
As part of establishing the overall Group audit
strategy and plan, we conducted the risk
assessment and planning discussion meetings
with component auditors to discuss Group audit
risks relevant to the components.
We used our knowledge of the Group, its
industry, and the general economic environment
to identify the inherent risks to its business model
and analysed how those risks might affect the
Group’s and parent Company’s financial
resources or ability to continue operations over
the going concern period. The risks that we
considered most likely to adversely affect the
Group’s and parent Company’s available financial
resources and/or metrics relevant to debt
covenants over this period were:
• The impact of a global economic downturn
on the Group’s key end markets, including
increasing inflationary pressures; and
• The volatility of and disruption to supply chain
affecting critical materials or components.
We considered whether these risks could
plausibly affect the liquidity or covenant
compliance in the going concern period by
comparing severe, but plausible downside
scenarios that could arise from these risks
individually and collectively against the level
of available financial resources and covenants
indicated by the Group’s financial forecasts.
We considered whether the going concern
disclosure in note 2 to the financial statements
gives a full and accurate description of the
directors’ assessment of going concern,
including the identified risks and dependencies.
We assessed the completeness of the going
concern disclosure.
Our conclusions based on this work:
• we consider that the directors’ use of the
going concern basis of accounting in the
preparation of the financial statements is
appropriate;
• we have not identified, and concur with the
directors’ assessment that there is not, a
material uncertainty related to events or
conditions that, individually or collectively,
may cast significant doubt on the Group’s or
parent Company’s ability to continue as a
going concern for the going concern period;
• we have nothing material to add or draw
attention to in relation to the directors’
statement in note 2 to the financial
statements on the use of the going concern
basis of accounting with no material
uncertainties that may cast significant doubt
over the Group and parent Company’s use of
that basis for the going concern period, and
we found the going concern disclosure in note
2 to be acceptable; and
• the related statement under the UK Listing
Rules set out on page 68 is materially
consistent with the financial statements
and our audit knowledge.
However, as we cannot predict all future events
or conditions and as subsequent events may
result in outcomes that are inconsistent with
judgements that were reasonable at the time
they were made, the above conclusions are not
a guarantee that the Group or the parent
Company will continue in operation.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
115
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED
6. Fraud and breaches of laws and
regulations – ability to detect
Identifying and responding to risks of
material misstatement due to fraud
To identify risks of material misstatement
due to fraud (“fraud risks”) we assessed events
or conditions that could indicate an incentive
or pressure to commit fraud or provide an
opportunity to commit fraud. Our risk
assessment procedures included:
• Enquiring of directors, those charged with
governance, internal audit, management and
inspection of policy documentation as to the
Group’s high-level policies and procedures to
prevent and detect fraud, including the internal
audit function, and the Group’s channel for
“whistleblowing”, as well as whether they
have knowledge of any actual, suspected
or alleged fraud.
• Reading Board and audit committee
meeting minutes.
• Considering remuneration incentive schemes
and performance targets for management
and directors including the long-term incentive
plan for Management remuneration.
• Considering announcements made by the
group in respect of revised performance
expectations for the year.
• Using analytical procedures to identify
any unusual or unexpected relationships.
• Our forensic specialists assisted us in
designing and executing relevant audit
procedures to respond to identifying
fraud risks. This included holding
a discussion between the forensic
specialist and the engagement partner
and engagement manager.
We communicated identified fraud risks
throughout the audit team and remained alert
to any indications of fraud throughout the audit.
This included communication from the Group
audit team to all component audit teams of
relevant fraud risks identified at the Group level
and request to all component audit teams to
report to the Group audit team any instances
of fraud that could give rise to a material
misstatement at the Group level.
As required by auditing standards and taking into
account possible pressures to meet profit
targets and market consensus, we perform
procedures to address the risk of management
override of controls and the risk of fraudulent
revenue recognition. In particular:
• the risk that revenue is misstated through
recording revenues in the wrong period;
• the risk that Group and component
Management may be in a position to make
inappropriate accounting entries; and
• the risk of bias in accounting estimates
and judgements such as the warranty
provision, provisions for uncertain tax
positions, provisions for litigation
and claims, and pension assumptions.
We did not identify any additional fraud risks.
We performed procedures including:
• Identifying journal entries and other
adjustments to test for all full scope
components based on risk criteria and
comparing the identified entries to supporting
documentation. These included those posted
by unexpected individuals, journals posted to
seldom used accounts, journals with certain
descriptions, and those with unusual account
pairings to revenue, cash and loans.
• Assessing whether the judgements made
in making accounting estimates are
indicative of a potential bias, in particular
warranty provisions.
• Selecting a sample of revenue near year
end and comparing the identified entries
to support documentation to check that
revenue is recognised in the appropriate
accounting period.
We discussed with the audit committee matters
related to actual or suspected fraud, for which
disclosure is not necessary, and considered any
implications for our audit.
Identifying and responding to risks of
material misstatement due to non-
compliance with laws and regulations
We identified areas of laws and regulations that
could reasonably be expected to have a material
effect on the financial statements from our
general commercial and sector experience and
through discussion with the directors (as
required by auditing standards), and discussed
with the directors the policies and procedures
regarding compliance with laws and regulations.
As the Group is regulated, our assessment
of risks involved gaining an understanding
of the control environment including the
entity’s procedures for complying with
regulatory requirements.
We communicated identified laws and
regulations throughout our team and remained
alert to any indications of non-compliance
throughout the audit . This included
communication from the Group audit team
to all component audit teams of relevant laws
and regulations identified at the Group level,
and a request for all component auditors
to report to the Group audit team any instances
of noncompliance with laws and regulations
that could give rise to a material misstatement
at the Group level.
The potential effect of these laws and
regulations on the financial statements
varies considerably.
Firstly, the Group is subject to laws and
regulations that directly affect the financial
statements including financial reporting
legislation (including related companies
legislation), distributable profits legislation,
pension scheme legislation and taxation
legislation, and we assessed the extent of
compliance with these laws and regulations
as part of our procedures on the related
financial statement items.
Secondly, the Group is subject to many other
laws and regulations where the consequences
of non-compliance could have a material effect
on amounts or disclosures in the financial
statements, for instance through the imposition
of fines or litigation or the loss of the Group’s
licence to operate. We identified the following
areas as those most likely to have such an
effect: health and safety, data protection
regulation, environmental laws and regulations,
anti-bribery and corruption, contract legislation,
employment law and export laws and
regulations, recognising the financial and
regulated nature of the Group’s activities.
Auditing standards limit the required audit
procedures to identify non-compliance with
these laws and regulations to enquiry of the
directors and inspection of regulatory and legal
correspondence, if any. Therefore if a breach of
operational regulations is not disclosed to us or
evident from relevant correspondence, an audit
will not detect that breach.
Context of the ability of the audit to detect
fraud or breaches of law or regulation
Owing to the inherent limitations of an audit,
there is an unavoidable risk that we may not
have detected some material misstatements in
the financial statements, even though we have
properly planned and performed our audit in
accordance with auditing standards. For
example, the further removed non-compliance
with laws and regulations is from the events
and transactions reflected in the financial
statements, the less likely the inherently limited
procedures required by auditing standards
would identify it.
In addition, as with any audit, there remained
a higher risk of non-detection of fraud, as these
may involve collusion, forgery, intentional
omissions, misrepresentations, or the override
of internal controls. Our audit procedures are
designed to detect material misstatement.
We are not responsible for preventing
non-compliance or fraud and cannot be
expected to detect non-compliance with
all laws and regulations.
7. We have nothing to report on the other
information in the Annual Report
The directors are responsible for the other
information presented in the Annual Report
together with the financial statements. Our
opinion on the financial statements does not
cover the other information and, accordingly,
we do not express an audit opinion or, except
as explicitly stated below, any form of assurance
conclusion thereon.
Our responsibility is to read the other
information and, in doing so, consider whether,
based on our financial statements audit work,
the information therein is materially misstated or
inconsistent with the financial statements or our
audit knowledge. Based solely on that work we
have not identified material misstatements in
the other information.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
116
GOVERNANCE
Strategic report and directors’ report
Based solely on our work on the
other information:
• we have not identified material
misstatements in the strategic report
and the directors’ report;
• in our opinion the information given in those
reports for the financial year is consistent
with the financial statements; and
• in our opinion those reports have been
prepared in accordance with the Companies
Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’
Remuneration Report to be audited has been
properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks
and longer-term viability
We are required to perform procedures to
identify whether there is a material
inconsistency between the directors’
disclosures in respect of emerging and principal
risks and the viability statement, and the
financial statements and our audit knowledge.
Based on those procedures, we have nothing
material to add or draw attention to in relation to:
• the directors’ confirmation within the viability
statement on page 68 that they have carried
out a robust assessment of the emerging
and principal risks facing the Group, including
those that would threaten its business model,
future performance, solvency and liquidity;
• the Risks and uncertainties disclosures
describing these risks and how emerging risks
are identified, and explaining how they are
being managed and mitigated; and
• the directors’ explanation in the viability
statement of how they have assessed the
prospects of the Group, over what period they
have done so and why they considered 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 are also required to review the Viability
Statement, set out on page 68 under the UK
Listing Rules. Based on the above procedures,
we have concluded that the above disclosures
are materially consistent with the financial
statements and our audit knowledge.
Our work is limited to assessing these matters
in the context of only the knowledge acquired
during our financial statements audit. As we
cannot predict all future events or conditions and
as subsequent events may result in outcomes
that are inconsistent with judgements that were
reasonable at the time they were made, the
absence of anything to report on these
statements is not a guarantee as to the Group’s
and parent Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures
to identify whether there is a material
inconsistency between the directors’ corporate
governance disclosures and the financial
statements and our audit knowledge.
Based on those procedures, we have
concluded that each of the following is
materially consistent with the financial
statements and our audit knowledge:
• the directors’ statement that they consider
that the annual report and financial
statements taken as a whole is fair, balanced
and understandable, and provides the
information necessary for shareholders to
assess the Group’s position and performance,
business model and strategy;
• the section of the annual report describing
the work of the audit committee, including
the significant issues that the audit
committee considered in relation to the
financial statements, and how these issues
were addressed; and
• the section of the annual report that
describes the review of the effectiveness
of the Group’s risk management and internal
control systems.
We are required to review the part of the
Corporate Governance Statement relating to the
Group’s compliance with the provisions of the
UK Corporate Governance Code specified by
the UK Listing Rules for our review.
We have nothing to report in this respect.
8. We have nothing to report on the other
matters on which we are required to
report by exception
Under the Companies Act 2006, we are
required to report to you if, in our opinion:
• 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
and the part of the Directors’ Remuneration
Report to be audited are not in agreement
with the accounting records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information
and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set
out on page 110, the directors are responsible
for: the preparation of the financial statements
including being satisfied that they give a true
and fair view; such internal control as they
determine is necessary to enable the
preparation of financial statements that are free
from material misstatement, whether due to
fraud or error; assessing the Group and parent
Company’s ability to continue as a going
concern, disclosing, as applicable, matters
related to going concern; and using the going
concern basis of accounting unless they either
intend to liquidate the Group or the parent
Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance
about whether the financial statements as
a whole are free from material misstatement,
whether due to fraud or error, and to issue
our opinion in an auditor’s report. Reasonable
assurance is a high level of assurance, but does
not guarantee that an audit conducted in
accordance with ISAs (UK) will always detect
a material misstatement when it exists.
Misstatements can arise from fraud or error
and are considered material if, individually or in
aggregate, they could reasonably be expected
to influence the economic decisions of users
taken on the basis of the financial statements.
A fuller description of our responsibilities
is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these
financial statements in an annual financial report
prepared under Disclosure Guidance and
Transparency Rule 4.1.17R and 4.1.18R. This
auditor’s report provides no assurance over
whether the annual financial report has been
prepared in accordance with those requirements.
10. The purpose of our audit work and to
whom we owe our responsibilities
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.
Mike Barradell
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square, London, E14 5GL
28 February 2025
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
117
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
118
FINANCIAL
STATEMENTS
FINANCIAL
STATEMENTS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
119
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
IN THIS SECTION
120
Consolidated Income Statement
121
Consolidated Statement of Comprehensive Income
122
Consolidated Balance Sheet
123
Consolidated Statement of Changes in Equity
124
Consolidated Cash Flow Statement
125
Notes to the Consolidated Financial Statements
166
Company Balance Sheet
167
Company Statement of Changes in Equity
168
Notes to the Company Financial Statements
174
Five-year Summary
Bindi Foyle | Group Finance Director
“The following Financial
Statements provide an
overview of the Group’s
financial performance
for the year ended
31 December 2024.”
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes
Year ended
2024
£m
Year ended
2023
£m
Revenue
3
977.1
963.5
Trading profit
39.0
36.9
Share of joint venture profit
15
1.3
1.0
Operating profit(1)
5
40.3
37.9
Finance income
7
10.6
10.1
Finance costs
8
(21.9)
(20.5)
Corporate undertakings
9
(1.2)
(4.7)
Profit before tax(2)
27.8
22.8
Tax (charge)/credit
10
(1.9)
8.3
Profit for the period
25.9
31.1
Attributable to:
Equity holders of the parent
25.9
31.1
Earnings per share
Basic(3)
12
6.25p
7.52p
Diluted(4)
12
6.12p
7.32p
(1) Adjusted operating profit
9
46.5
45.8
(2) Adjusted profit before tax
9
33.0
38.3
(3) Adjusted earnings per share
12
7.17p
10.28p
(4) Adjusted and diluted earnings per share
12
7.01p
10.00p
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
120
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
Notes
Year ended
2024
£m
Year ended
2023
£m
Profit for the period
25.9
31.1
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
(Losses)/gains on foreign exchange contracts – cash flow hedges during the period
(2.8)
2.7
Reclassification adjustments for (gains)/losses included in profit
(0.1)
0.9
(Losses)/gains on foreign exchange contracts – cash flow hedges
27
(2.9)
3.6
Exchange differences on translation of overseas operations
27
4.0
(16.9)
Tax relating to items that may be reclassified
10
0.8
(0.9)
1.9
(14.2)
Items that will not be reclassified subsequently to profit or loss:
Actuarial losses on defined benefit pension schemes
33
(4.8)
(2.6)
Tax relating to items that will not be reclassified
10
1.1
0.6
(3.7)
(2.0)
Other comprehensive income for the period, net of tax
(1.8)
(16.2)
Total comprehensive income for the period
24.1
14.9
Attributable to:
Equity holders of the parent
24.1
14.9
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
121
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024
Notes
Year ended
2024
£m
Year ended
2023
£m
Non-current assets
Goodwill
13
195.4
193.3
Other intangible assets
14
32.1
33.1
Investment in joint venture
15
3.3
5.1
Property, plant and equipment
16
292.1
284.7
Deferred tax assets
21
27.5
20.7
Retirement benefits
33
43.5
48.5
Trade and other receivables
18
0.4
0.8
Total non-current assets
594.3
586.2
Current assets
Inventories
17
236.0
207.5
Current tax receivables
21
2.8
2.3
Trade and other receivables
18
137.2
141.7
Cash and bank balances
31c
45.5
47.6
Total current assets
421.5
399.1
Total assets
1,015.8
985.3
Current liabilities
Trade and other payables
23
196.9
188.4
Current tax liabilities
21
8.0
10.0
Lease liabilities
22, 31c
13.6
12.4
Bank overdrafts and loans
19
75.0
1.8
Provisions
24
11.3
10.5
Contingent consideration
30
13.0
10.5
Total current liabilities
317.8
233.6
Non-current liabilities
Bank and other loans
19
123.9
177.8
Retirement benefits
33
6.8
8.0
Deferred tax liabilities
21
8.2
7.0
Lease liabilities
22, 31c
62.6
59.4
Provisions
24
14.6
15.0
Contingent consideration
30
3.5
18.5
Others
23
8.5
8.9
Total non-current liabilities
228.1
294.6
Total liabilities
545.9
528.2
Net assets
469.9
457.1
Equity
Issued share capital
25
41.9
41.9
Share premium account
25
14.8
14.8
Equity reserve
26
7.8
7.9
Hedging and translation reserve
27
39.2
37.3
Retained earnings
28
376.7
368.0
Own shares
29
(10.5)
(12.8)
Equity attributable to equity holders of the parent
469.9
457.1
Total equity
469.9
457.1
The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue on
28 February 2025. They were signed on its behalf by:
David Squires
Bindi Foyle
Director
Director
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
122
FINANCIAL
STATEMENTS
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
All equity is attributable to equity holders of the parent
Notes
Issued
share
capital
£m
Share
premium
account
£m
Equity
reserve
£m
Hedging
reserve
£m
Translation
reserve
£m
Retained
earnings
£m
Own
shares
£m
Total
equity
£m
Balance at 1 January 2023
41.9
14.8
6.4
(38.8)
90.3
346.5
(11.7)
449.4
Profit for the year 2023
–
–
–
–
–
31.1
–
31.1
Gains on foreign exchange contracts –
cash flow hedges
27
–
–
–
3.6
–
–
–
3.6
Exchange differences on translation
of overseas operations
27
–
–
–
–
(16.9)
–
–
(16.9)
Actuarial losses on defined benefit pension schemes
33
–
–
–
–
–
(2.6)
–
(2.6)
Tax relating to components of other
comprehensive income
10
–
–
–
(0.9)
–
0.6
–
(0.3)
Total comprehensive income/(expense)
for the period
–
–
–
2.7
(16.9)
29.1
–
14.9
Share-based payment charge
32
–
–
4.1
–
–
–
–
4.1
Tax relating to share-based payments
10
–
–
–
–
–
0.9
–
0.9
Purchase of shares held by employee benefit trust
29
–
–
–
–
–
–
(5.6)
(5.6)
Use of shares held by employee benefit trust
29
–
–
–
–
–
(4.5)
4.5
–
Transfer to retained earnings
28
–
–
(2.6)
–
–
2.6
–
–
Dividends paid
11
–
–
–
–
–
(6.6)
–
(6.6)
Balance at 31 December 2023
41.9
14.8
7.9
(36.1)
73.4
368.0
(12.8)
457.1
Profit for the year 2024
–
–
–
–
–
25.9
–
25.9
Gain on foreign exchange contracts –
cash flow hedges
27
–
–
–
(2.9)
–
–
–
(2.9)
Exchange differences on translation
of overseas operations
27
–
–
–
–
4.0
–
–
4.0
Actuarial losses on defined benefit pension schemes
33
–
–
–
–
–
(4.8)
–
(4.8)
Tax relating to components of other
comprehensive income
10
–
–
–
0.8
–
1.1
–
1.9
Total comprehensive income/(expense)
for the period
–
–
–
(2.1)
4.0
22.2
–
24.1
Share-based payment charge
32
–
–
4.5
–
–
–
–
4.5
Tax relating to share-based payments
10
–
–
–
–
–
(0.8)
–
(0.8)
Purchase of shares held by employee benefit trust net
of repayments
29
–
–
–
–
–
2.1
(7.0)
(4.9)
Use of shares held by employee benefit trust
29
–
–
–
–
–
(9.3)
9.3
–
Transfer to retained earnings
28
–
–
(4.6)
–
–
4.6
–
–
Dividends paid
11
–
–
–
–
–
(10.1)
–
(10.1)
Balance at 31 December 2024
41.9
14.8
7.8
(38.2)
77.4
376.7
(10.5)
469.9
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
123
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Notes
Year ended
2024
£m
Year ended
2023
£m
Net cash from operating activities
31a
49.4
41.4
Investing activities
Interest received
6.6
4.3
Proceeds on disposal of property, plant and equipment
0.1
0.7
Purchases of property, plant and equipment
16
(41.5)
(33.7)
Purchases of intangible assets
14
(1.7)
(2.2)
Dividend from joint venture
15
3.0
–
Acquisition of Spencer
30
(10.7)
(23.9)
Net cash used in investing activities
(44.2)
(54.8)
Financing activities
Dividends paid
11
(10.1)
(6.6)
New loans
152.2
136.2
Repayment of borrowings
(132.0)
(96.2)
Purchase of shares held by employee benefit trust
(6.3)
(5.6)
Repayments from employee benefit trust
1.4
–
Repayment of lease liabilities
(10.0)
(10.2)
Net cash (used)/generated in financing activities
(4.8)
17.6
Net increase in cash and cash equivalents
0.4
4.2
Cash and cash equivalents at beginning of period
45.8
42.7
Effect of foreign exchange rate changes
(0.7)
(1.1)
Cash and cash equivalents at end of period
31c
45.5
45.8
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
124
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. General information
Senior plc is a Company incorporated in England and Wales under the
Companies Act 2006. The address of the registered office is given on the
inside back cover. The nature of the Group’s operations and its principal
activities are set out in Note 3 and on pages 1 to 69.
Items included in the Financial Statements of each of the Group’s entities
are measured using the currency of the primary economic environment
in which the entity operates (the functional currency). These Financial
Statements are presented in Pounds Sterling, which is the Company’s
functional and the Group’s presentation currency.
2. Significant accounting policies
Basis of accounting
These Financial Statements have been prepared in accordance with
UK-adopted international accounting standards. They have been prepared
on the historical cost basis, except for the revaluation of certain financial
instruments and retirement benefit costs measured in accordance with
IAS 19.
Going concern
In determining the appropriate basis of preparation of the Financial
Statements for the year ended 31 December 2024, the Directors are
required to consider whether the Group and Parent Company can
continue in operational existence for the foreseeable future, being
a period of at least 12 months from the date of approval of these
Financial Statements (the going concern period).
The Board has applied a robust process to assess the resilience of the
forecast out-turns. This assessment included applying severe but
plausible downside risks as set out in the Viability Statement on page 68.
To address these risks the Board has considered mitigating factors
within the Group and Parent Company’s control that could be employed
that would address the impact and provide options to the Group and
Parent Company.
The Group has two covenants for committed borrowing facilities,
which are tested at June and December: the Group’s net debt to
EBITDA (defined in the Notes to the Financial Headlines on page 1)
must not exceed 3.0x and interest cover, the ratio of EBITDA to interest
must be higher than 3.5x. At 31 December 2024, the Group’s net debt
to EBITDA was 1.8x and interest cover was 7.0x, both comfortably
within covenant limits.
Based on the above assessment, the Board has concluded that the Group
and Parent Company will continue to have adequate financial resources to
realise its assets and discharge its liabilities as they fall due over the going
concern period. Accordingly, the Directors have formed the judgment that
it is appropriate to prepare these Consolidated Financial Statements and
the Parent Company financial statements on the going concern basis.
Changes in accounting policies
At the date of authorisation of these Financial Statements, there are no
relevant and material new standards, amendments to standards or
interpretations which are effective for the year ended 31 December 2024.
IFRS 18 Presentation and Disclosure in Financial Statements has been
issued but is not effective until 2027. Its impact on the financial
statements of Senior Plc is not yet known.
Basis of consolidation
The Consolidated Financial Statements incorporate the Financial
Statements of Senior plc and the entities controlled by it (its subsidiaries)
made up to 31 December 2024. Control is achieved when Senior plc has
the power to govern the financial and operating policies of an invested
entity so as to obtain benefits from its activities.
Acquisitions of subsidiaries and businesses are accounted for using the
acquisition method. The consideration transferred for each acquisition
is the aggregate of the fair values (at the date of exchange) of assets
transferred, liabilities incurred or assumed, and equity interests issued
by the Group. The consideration transferred includes the fair value of any
asset or liability resulting from a contingent consideration arrangement.
Acquisition-related costs are expensed as incurred. Identifiable assets
acquired and liabilities and contingent liabilities assumed are measured
initially at their fair values at the acquisition date. On an acquisition-by-
acquisition basis, the Group recognises any non-controlling interest in
the acquiree either at fair value or at the non-controlling interest’s
proportionate share of the acquiree’s net assets.
The 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.
The results of joint ventures are accounted for using the equity
accounting method.
Where necessary, adjustments are made to the Financial Statements of
subsidiaries to bring the accounting policies used in line with those used
by the Group.
All intra-group transactions, balances, income and expenses are
eliminated on consolidation.
Goodwill
Goodwill arising on consolidation, which was acquired in a business
combination, is measured as the excess of the consideration transferred,
the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the acquiree
over the fair value of the Group’s share of the identifiable net assets
acquired. Goodwill is recognised as an asset and allocated, at acquisition,
to the group of cash-generating units (CGU groups) that are expected to
benefit from that business combination. If the consideration transferred,
the amount of any non-controlling interest in the acquiree and the
acquisition date fair value of any previous equity interest in the acquiree is
less than the fair value of the net assets acquired (i.e. bargain purchase),
the difference is credited to the Consolidated Income Statement in the
period of acquisition.
CGU groups to which goodwill has been allocated are tested for
impairment at least annually and reviewed for indicators of impairment
at the Balance Sheet date. If impairment indicators exist, the individual
assets within the CGUs, and the individual CGUs excluding goodwill,
are tested for impairment before the CGU group is tested for impairment.
Any impairment is recognised immediately through the Consolidated
Income Statement and is not subsequently reversed. The determination
of the recoverable amount of the CGU group is disclosed in the Notes to
the Financial Statements (Note 13). If the recoverable amount of the CGU
group is less than its carrying amount, the impairment loss is allocated
first to reduce the carrying amount of any goodwill allocated to the CGU
group and then to the other assets of the CGU group pro rata
on the basis of the carrying amount of each asset in the CGU group.
On disposal of a subsidiary or part thereof, the attributable amount of
goodwill is included in the determination of the profit or loss on disposal.
Goodwill acquired in a business combination prior to the date of transition
to IFRS has been retained at the previous UK GAAP amount subject to
being tested for impairment at that date.
Revenue recognition
The Group predominantly has one revenue stream relating to engineered
components or systems (products), which are customer specific, with
a secondary revenue stream of funded development revenue. Both
streams have identifiable customer contracts and pricing specific
performance obligations.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
125
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
The transaction price is the amount of consideration to which an entity
expects to be entitled in exchange for transferring promised goods or
services to a customer. Revenue is recognised net of discounts, VAT and
other sales-related taxes. The determination of the transaction price is
based upon pricing specified in the customer contract i.e. a price per unit.
Revenue is recognised as the identified performance obligations
are satisfied.
The performance obligation for goods is a specific point in time when
the customer obtains control, which is upon delivery or when available
for collection. Allocation of transaction price to performance obligations
is given in the contract i.e. a unit delivered or available for collection.
The performance obligation for development revenue is a specific point
in time when the customer obtains control of the output, for example
a first article good, which is the acceptance milestone specified in the
customer contract.
Any portion of a change in transaction price that is allocated to a satisfied
performance obligation is recognised as revenue – or as a reduction in
revenue – when the transaction price changes.
Dividend income from investments is recognised when the shareholders’
legal rights to receive payment have been established, with the related
cashflows being classified as investing activities within the Consolidated
Cash Flow Statement.
Interest
Interest receivable/payable is credited/charged to the Consolidated
Income Statement using the effective interest method.
Deferred and contingent consideration related to business combinations
which is paid, including changes in fair value since acquisition date,
is classified as investing activities within the Consolidated Cash Flow
Statement. Any cash settlement relates to obtaining control rather than
settlement of financing provided by the seller. Changes in fair value since
the acquisition date are classified as finance income/expense.
Leasing
At inception of a contract, the Group assesses whether a contract is, or
contains, a lease. A contract is, or contains, a lease if the contract conveys
a right to control the use of an identified asset for a period of time in
exchange for consideration. The assessment of control includes whether
the Group has a right to obtain substantially all of the economic benefits
from the use of the asset throughout the period of use and the right to
direct the use of the asset.
As a lessee, the Group recognises a right-of-use asset and lease liability
at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease
liability adjustment for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate
of costs to dismantle or restore the underlying asset, less any lease
incentives received.
Lease payments comprise fixed payments and variable lease payments
based on an index or rate. The right-of-use asset is subsequently
depreciated using the straight-line method from the commencement date
to the earlier of the end of the useful life of the asset or the end of the
lease term. The lease term includes optional extensions or terminations
which are reasonably certain to be exercised by the Group. These optional
terms are reassessed periodically or when there is a significant event
which affects the lease. The estimated useful lives of the right-of-use
assets are determined on the same basis as those of property, plant and
equipment. Periodically the right-of-use asset is reduced for impairment,
if necessary, as well as re-measurements of the lease liability.
The lease liability is measured at amortised cost using the effective
interest method, which is initially equal to the present value of lease
payments that are not paid at the commencement date, discounted
using an incremental borrowing rate determined on a lease portfolio
basis. The lease liability is re-measured either as a modification or
reassessment. Modification occurs where there is a change in terms,
such as rental payments, which did not form part of the original terms
of the contract. In this case, the lease liability is re-measured using the
revised terms and a revised incremental borrowing rate at the
modification date. Reassessment occurs where there are changes within
the scope of the original terms of the contract, such as rental payment
changes with reference to an index. For reassessment changes, the lease
liability is re-measured in the same way as for a modification, except for
the incremental borrowing rate, which is not changed from the original
commencement date of the contract.
The Group has elected not to recognise right-of-use assets and lease
liabilities for short-term leases which have a lease term of 12 months or
less and leases of low-value assets. The Group recognises the lease
payments associated with these leases as an expense on a straight-line
basis over the lease term. When the Group acts as a lessor, it determines
at lease inception whether each lease is a finance lease or an operating
lease. To classify each lease, several indicators are assessed, such as the
present value of the lease payments amounting to at least substantially all
of the fair value of the asset. When the Group is an intermediate lessor,
it accounts for its interest in the head lease and the sub-lease separately.
The Group assesses the classification of the sub-lease with reference to
the right-of-use asset arising from the head lease. The Group recognises
lease payments received under operating leases as income on a straight-
line basis over the lease term.
Foreign currencies
Transactions in currencies other than the functional currency are recorded
at the rates of exchange prevailing on the date of the transaction. At each
Balance Sheet date, monetary assets and liabilities that are denominated
in foreign currencies are retranslated at the rates prevailing on the Balance
Sheet date. Non-monetary items carried at fair value that are denominated
in foreign currencies are translated at the rates prevailing at the date when
the fair value was determined. Non-monetary items that are measured at
historical cost in a foreign currency are not retranslated. Gains and losses
arising on retranslation are included in profit or loss for the period, except
for exchange differences arising on non-monetary assets and liabilities
where the changes in fair value are recognised directly in equity, subject
to meeting the requirements under IAS 21.
In order to hedge its exposure to certain foreign exchange risks, the Group
enters into forward exchange contracts (see section below on derivative
financial instruments and hedging for details of the Group’s accounting
policies in respect of such derivative financial instruments).
On consolidation, the assets and liabilities of the Group’s overseas
operations are translated at exchange rates prevailing on the Balance
Sheet date. Income and expense items are translated at the average
exchange rates for the period. Exchange rate differences arising, if any,
are classified as equity and transferred to the Group’s translation reserve.
Such translation differences are recognised as income or expense in the
period in which the operation is disposed.
Goodwill and fair value adjustments arising on the acquisition of a foreign
entity are treated as assets and liabilities of the foreign entity and
translated at the closing rate on the relevant Balance Sheet date.
2. Significant accounting policies continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
126
FINANCIAL
STATEMENTS
The exchange rates for the major currencies applied in the translation of
results were as follows:
Average
rates
2024
Average
rates
2023
Year-end
rates
2024
Year-end
rates
2023
US Dollar
1.28
1.24
1.25
1.27
Government grants
Government grants received for items of a revenue nature are recognised
as income over the period necessary to match them with the related
costs, which are deducted in reporting the related expense and presented
net of the costs to which they relate. Government grants relating to
investment in property, plant and equipment are deducted from the initial
carrying value of the related capital asset.
Retirement benefit costs
Payments to defined contribution retirement plans are charged as an
expense as they fall due. Payments made to state-managed retirement
benefit plans are dealt with as payments to defined contribution plans
where the Group’s obligations under the plans are equivalent to those
arising in a defined contribution retirement plan.
For defined benefit retirement plans, the cost of providing benefits
is determined using the Projected Unit Method, with full actuarial
valuations being carried out on a triennial basis, and updated at each
Balance Sheet date. Actuarial gains and losses are recognised in full
in the period in which they occur. They are recognised outside the
Consolidated Income Statement and are presented in the Statement
of Comprehensive Income.
Past service cost is recognised as an expense at the earlier of a plan
amendment, curtailment, or restructuring.
The retirement benefit obligation recognised in the Consolidated Balance
Sheet represents the present value of the defined benefit obligation,
and as reduced by the fair value of scheme assets.
Taxation
Provisions for uncertain tax positions are included within current tax
liabilities on the Consolidated Balance Sheet representing Management’s
best estimate of the likely cash outflow related to the uncertainty. There
are transactions and activities that the Group engages in where the
ultimate tax determination is uncertain and a provision may be made
against the tax benefit. For example, the Group seeks to price
transactions between Group companies on an arm’s-length basis and in
compliance with OECD transfer pricing principles and the laws of the
relevant jurisdictions. The application of OECD principles and local tax
laws require interpretation, and accordingly involves the application of
judgment and is open to challenge by the relevant tax authorities. This
gives rise to a level of uncertainty. Provisions for uncertain tax positions
are established in accordance with IFRIC 23 based on an assessment of
the range of likely tax outcomes in open years and reflecting the strength
of technical arguments. Amounts are provided for individual tax
uncertainties based on Management’s assessment of whether the most
likely amount or an expected amount based on a probability weighted
methodology is the more appropriate predictor of amounts that the
company is ultimately expected to settle. When making this assessment,
the Group utilises specialist in-house tax knowledge and experience and
takes into consideration specialist tax advice from third-party advisers on
specific items.
Deferred tax is the tax expected to be payable or recoverable 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, and is accounted for using the Balance
Sheet liability method. Deferred tax liabilities are generally recognised
for all taxable temporary differences, including for taxable temporary
differences arising on investments in subsidiaries and associates,
and interests in joint ventures, except where the Group is able to control
the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future.
Deferred tax assets are recognised to the extent that it is probable that
future taxable profits will be available for their utilisation before their
expiry. Amounts will be recognised first to the extent that taxable
temporary differences exist and it is considered probable that they will
reverse and give rise to future taxable profits against which losses or
other assets may be utilised before their expiry. Assets will then be
recognised to the extent that forecasts or other evidence support the
availability of future profits against which assets may be realised.
Deferred tax assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition of goodwill
(other than in a business combination) of other assets and liabilities in a
transaction that affects neither the Group’s taxable profit nor its
accounting profit.
The carrying value of deferred tax assets is reviewed at each Balance
Sheet date and reduced to the extent it is no longer probable that
sufficient taxable profits will be available to allow all or part of the deferred
tax asset to be recovered. Deferred tax is calculated at the tax rates that
are expected to apply in the period when the liability is settled or the asset
is realised based on tax laws and rates that have been enacted at the
Balance Sheet date. Deferred tax is charged or credited in the
Consolidated Income Statement, except when it relates to items charged
or credited to Other Comprehensive Income or directly to Equity, in which
case the deferred tax is also dealt with in Other Comprehensive Income
or Equity.
Property, plant and equipment
Land and buildings held for use in the production or supply of goods
or services, or for administrative purposes, are stated in the Balance
Sheet at their historical cost, or at modified historical cost, being a
revaluation undertaken in 1988 which has been taken as the effective
cost on transition to IFRS. Land and buildings were revalued to fair
value at the date of revaluation. The Group does not intend to conduct
annual revaluations.
Plant and equipment are stated at cost less accumulated depreciation and
any recognised impairment loss. Depreciation is charged to write off the
cost of an asset on a straight-line basis over the estimated useful life of
the asset, and is charged from the time an asset becomes available for its
intended use. Annual rates are as follows:
Freehold land
Nil
Freehold buildings
2%
Right-of-use land
and buildings
on the same basis as owned assets or,
where shorter, over the lease term
Leasehold building
improvements
on the same basis as owned assets or,
where shorter, over the lease term
Plant and equipment
5%–33%
Right-of-use plant and
equipment
on the same basis as owned assets or,
where shorter, over the lease term
The Group primarily leases land and buildings for manufacturing use.
The lease term, including options to extend which are reasonably certain,
typically range from two to fifteen years. The Group also leases plant
and equipment, including office equipment, vehicles and manufacturing
equipment, with lease terms typically ranging from one to four years.
The gain or loss arising on the disposal or retirement of an asset is
determined as the difference between the sale proceeds and the carrying
amount of the asset at disposal and is recognised in the Consolidated
Income Statement.
2. Significant accounting policies continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
127
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Internally generated intangible assets – development expenditure
An intangible asset arising from unfunded development work shall be
recognised if the following can be demonstrated:
i. the asset can be separately identified.
ii. it is probable that the asset created will generate future
economic benefits.
iii. the development cost of the asset can be measured reliably
during its development.
iv. it is technically feasible to complete the asset so that it will be
available for use or sale.
v. there is intention to complete the asset and use or sell it.
vi. the Group has ability to use or sell the asset.
vii. the Group has availability of adequate technical, financial and other
resources to complete the development work and to use or sell
the asset.
Internally generated intangible assets are amortised on a straight-line
basis over their useful lives. Costs incurred in relation to funded
development work are accumulated in inventory and are recognised when
the related billings are made. Any amounts held in inventory are subject to
normal inventory valuation principles. Expenditure on research, design and
other development activities, that do not meet the capitalisation criteria
above, is recognised as an expense in the period in which it is incurred.
Other intangible assets
Other intangible assets include computer software and intangible assets
acquired as part of a business combination. The cost of acquiring
computer software (including associated implementation and
development costs where applicable) is classified as an intangible asset.
Costs associated with maintaining computer software programs are
recognised as an expense as incurred. Capitalised computer software is
amortised over its estimated useful life of between three and five years
on a straight-line basis, and is stated at cost less accumulated
amortisation and impairment losses. Intangible assets acquired as part of
a business combination principally comprise qualified parts list, customer
relationships, contracts and trade names. They are shown at fair value at
the date of acquisition less accumulated amortisation. At the Balance
Sheet date, Intangible assets which incurred amortisation during the year,
are being amortised at rates of between 16 and 18% on a straight-line
basis since acquisition date.
Impairment of tangible and intangible assets excluding goodwill
At each Balance Sheet date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there is any
indication that those assets have suffered an impairment loss. If any
such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). Where
the asset does not generate cash flows that are independent from
other assets, the Group estimates the recoverable amount of the
cash-generating unit to which the asset belongs.
The recoverable amount is the higher of the fair value less the costs to
sell and the value in use. In assessing the value in use, the estimated
future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value
of money and the risks specific to the asset for which the estimates of
future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is reduced to its
recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount,
in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of
the asset is increased to the revised estimate of its recoverable amount,
so that the increased carrying amount does not exceed the carrying
amount that would have been determined had no impairment loss been
recognised for the asset in prior years. A reversal of an impairment loss is
recognised as income immediately, unless the relevant asset is carried at
a revalued amount, in which case the reversal of the impairment loss is
treated as a revaluation increase.
Inventories
Inventories are stated at the lower of cost and net realisable value. Costs
comprise direct materials and, where applicable, direct labour costs and
an appropriate allocation of production overheads. Cost is calculated using
the first-in, first-out method. Net realisable value represents the estimated
selling price less the estimated costs of completion and the costs to be
incurred in marketing, selling and distribution.
Financial instruments
Financial assets and liabilities are recognised when the Group becomes
a party to the contractual provisions of the relevant instrument and
derecognised when it ceases to be a party to such provisions.
Financial instruments are classified as cash and cash equivalents, bank
overdrafts and loans, lease liabilities, trade receivables, trade payables,
deferred consideration receivable or payable, contingent consideration
payable, other receivables and other payables, as appropriate.
Non-derivative financial assets are categorised as Financial assets at
amortised cost and non-derivative financial liabilities are categorised as
Financial liabilities at amortised cost. Derivative financial assets and
liabilities that are not designated and effective as hedging instruments
are categorised as financial assets at fair value through profit or loss
and financial liabilities at fair value through profit or loss, respectively.
The classification depends on the nature and purpose of the financial
assets and liabilities and is determined at the time of initial recognition.
Trade receivables
Trade receivables do not carry any interest and are stated at their nominal
value as reduced by loss allowance. The Group has elected to measure
loss allowance for trade receivables at an amount equal to the lifetime
expected credit losses (ECLs), which are based on quantitative and
qualitative credit risk assessments, using historical and forward-looking
information. Changes in the carrying amounts of the loss allowance are
recognised in the Consolidated Income Statement.
Trade receivables in default are considered uncollectible and are
written off against the loss allowance. The Group considers a trade
receivable to be in default when the customer is experiencing significant
financial difficulties, bankruptcy, financial reorganisation or is in default
or delinquent in paying its credit obligations to the Group in full.
Subsequent recoveries of amounts previously written off are credited
against the loss allowance.
Trade receivables are derecognised when reverse factored, without
recourse, through schemes with financial institution counterparties
who assume the risk of non-payment by the customer. Derecognition
occurs when cash is received from the financial institution (less reverse
factoring discount). For further details, see Strategic Report and the
financial instrument credit risk section in the notes to the Consolidated
Financial Statements.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and other short-term
highly liquid investments that are readily convertible to a known amount
of cash and are subject to an insignificant risk of changes in value.
2. Significant accounting policies continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
128
FINANCIAL
STATEMENTS
Non-derivative financial liabilities
Non-derivative financial liabilities are stated at amortised cost using the
effective interest method. The effective interest method is a method of
calculating the amortised financial liability and of allocating interest over
the relevant period. The effective interest rate is the rate that exactly
discounts estimated future cash payments through the expected life of
the financial liability, or, where appropriate, a shorter period, to the net
carrying amount on initial recognition. For borrowings, their carrying value
includes accrued interest payable, as well as unamortised issue costs.
Equity instruments
Equity instruments issued by the Company are recorded at the value of
the proceeds received, net of direct transaction costs.
Derivative financial instruments and hedging
The Group’s activities expose it primarily to the financial risks of changes
in foreign currency exchange rates and interest rates. The Group uses
foreign exchange contracts and, on occasion, interest rate swap contracts
to hedge these exposures. The use of financial derivatives is governed by
the Group’s Treasury Policies as approved by the Board of Directors,
which provides written principles on the use of derivatives. The Group
does not use derivative financial instruments for speculative purposes.
Certain derivative instruments do not qualify for hedge accounting. These
are categorised as fair value through profit or loss and are stated at fair
value, with any resultant gain or loss recognised in the Income Statement.
The Group designates certain hedging instruments in respect of foreign
currency risk as cash flow hedges. At the inception of the hedge
relationship, the Group documents the relationship between the hedging
instrument and the hedged item, along with its risk management
objectives and strategy for undertaking various hedging transactions.
The Group also documents, both at hedge inception and on an ongoing
basis, whether the hedging instrument that is used in a hedging
relationship is highly effective in offsetting changes in fair values
or cash flows of the hedged item.
For the Group’s cash flow hedges of highly probable forecast transactions
in foreign currencies, the hedged risk is always considered to be 1:1.
If the underlying exposure changes over time, either due to commercial
factors or timing differences, the hedging instruments will be rebalanced
to ensure that the hedge ratio of 1:1 is maintained.
Changes in the fair value of derivative financial instruments that are
designated and are effective as a cash flow hedge are recognised directly
in equity and the ineffective portion is recognised immediately in the
Consolidated Income Statement. If the cash flow hedge of a firm
commitment or forecasted transaction results in the recognition of an asset
or a liability, then, at the time the asset or liability is recognised, the
associated gains or losses on the derivative that had previously been
recognised in equity are included in the initial measurement of the asset or
liability. For hedges that do not result in the recognition of an asset or a
liability, amounts deferred in equity are recognised in the Income Statement
in the same period in which the hedged item affects profit or loss.
For an effective hedge of an exposure to changes in fair value, the hedged
item is adjusted for changes in fair value attributable to the risk being
hedged with the corresponding entry in the Consolidated Income
Statement. Gains or losses from re-measuring the derivative are also
recognised in the Consolidated Income Statement. If the hedge is
effective, these entries will offset in the Consolidated Income Statement.
Changes in the fair value of derivative financial instruments that do not
qualify for hedge accounting are recognised in the Consolidated Income
Statement as they arise.
Hedge accounting is discontinued when the hedging instrument expires
or is sold, terminated, exercised, or no longer qualifies for hedge
accounting. At that time, any cumulative gain or loss on the hedging
instrument recognised in equity is retained in equity until the forecasted
transaction occurs. If a hedged transaction is no longer expected to occur,
the net cumulative gain or loss recognised in Equity is transferred to the
Consolidated Income Statement for the period.
Gains and losses accumulated in Equity are recognised in the
Consolidated Income Statement on disposal of the overseas business.
Assets and disposal groups held for sale
Assets are classified as held for sale if their carrying amount will be
recovered by sale rather than by continuing use in the business. Where
a group of assets and their directly associated liabilities are to be disposed
of in a single transaction, such disposal groups are also classified as held
for sale. For this to be the case, the asset or disposal group must be
available for immediate sale in its present condition, and Directors must
be committed to and have initiated a plan to sell the asset or disposal
group which, when initiated, was expected to result in a completed sale
within 12 months. Assets that are classified as held for sale are not
depreciated. Assets or disposal groups that are classified as held for sale
are measured at the lower of their carrying amount and fair value less
costs to sell.
Provisions
Provisions are recognised when the Group has a present obligation (legal
or constructive) as a result of a past event, it is probable that the Group
will be required to settle that obligation and a reliable estimate can be
made of the amount of the obligation. Provisions are measured at the
Directors’ best estimate of the expenditure required to settle the
obligation at the Balance Sheet date, taking into account the risks
and uncertainties (such as timing or amount) surrounding the obligation.
They are not discounted to present value if the effect is not material.
Provisions for restructuring are recognised when the Group has a detailed
formal plan for the restructuring and the plan has been communicated to
the affected parties. Provisions for the expected cost for warranty
obligations under local sale of goods legislation are recognised at the date
of sale of the relevant products.
Share-based payments
The Group applies the requirements of IFRS 2 Share-based payments.
The Group issues equity-settled share-based payments to certain
employees. The fair value (excluding the effect of non-market-related
conditions), as determined at the grant date, is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of the
number of shares that will eventually vest and adjusted for the effect of
non-market-related conditions.
Fair value is measured by use of a Black-Scholes model for the share
option plans, and a binomial model for the share awards under the 2014
Long-Term Incentive Plan.
The liability in respect of equity-settled amounts is included in Equity.
Critical accounting judgments
IAS 1 requires disclosure of the judgments Management makes when
applying its significant accounting policies and that have the most
significant effect on amounts that are recognised in the Group’s Financial
Statements. In the course of preparing the Financial Statements, no
significant critical judgments have been made in the process of applying
the Group’s accounting policies, other than held for sale, leases and those
involving estimations, which are dealt with separately below.
Management makes other judgments in the normal course of conducting
business, such as those in relation to legal claims and contractual matters
(see Note 24 for further details).
2. Significant accounting policies continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
129
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Held for sale
At 31 December 2024, Management makes a judgment to determine that
the potential divestment of the Aerostructures business does not meet
the held for sale criteria in accordance with IFRS 5. In particular, the
potential divestment does not meet the threshold of highly probable,
including not fully meeting the expectation that it would be completed
within 12 months when assessed as at 31 December 2024 based on
facts available and circumstances at that time. In making this judgment,
the board considered the publicised challenges at Boeing, including 737
MAX volumes being subdued throughout the year, following the Alaskan
Airlines incident in January 2024 and the subsequent Boeing employee
strike from September to November 2024. The Board also considered the
risks and uncertainties set out on pages 50 to 59 which could impact the
length of the potential divestment process, in particular the impact of
geopolitical and economic uncertainties.
Leases
Where a lease includes the option for an extension to the lease term,
Management makes a judgment as to whether they are reasonably
certain the option will be taken. This will take into account the length of
time remaining before the option is exercisable, current and forecasted
plans for utilising the asset and the level and type of planned future capital
investment. As at 31 December 2024, these extension options have an
approximate average remaining lease term of 5 years. These judgments
are reassessed at each reporting period or when there is a significant
event affecting the lease, which could result in a recalculation of the lease
liability and a material adjustment to the associated balances.
Key sources of estimation and uncertainty
When applying the Group’s accounting policies, Management must make
assumptions and estimates concerning the future that affect the carrying
amounts of assets and liabilities at the Balance Sheet date and the
amounts of revenue and expenses recognised during the period. Such
assumptions are based upon factors including historical experience, the
observance of trends in the industries in which the Group operates, and
information available from the Group’s customers and other external
sources. The key sources of estimation and uncertainty at the Balance
Sheet date that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
and beyond include:
Retirement benefits
Management makes assumptions and estimates, for the next financial
year and beyond, which affect the value of the carrying amount of the
UK Plan retirement benefit obligation at 31 December 2024.
Management follows actuarial advice from a third party when determining
estimation uncertainty on the valuation of the UK gross defined benefit
obligation, the significant assumptions being discount rate, inflation
and life expectancy (see Note 33). The carrying amount of the UK Plan’s
retirement benefits at 31 December 2024 was a surplus of £43.5m
(2023 – surplus of £48.5m), being the present value of the defined benefit
obligations of £181.9m (2023 – £199.2m) and fair value of plan assets
of £225.4m (2023 – £247.7m). Further details and sensitivities from
changes in estimates are set out in Note 33g.
Warranty
The warranty costs include a provision of £11.8m (2023 – £11.0m)
related to one specific disputed commercial matter. The range of
reasonably possible outcomes considered by the Board is £6m, which
reflects a reasonably possible increase of £4m or decrease of £2m.
No further details on the matter are disclosed to avoid prejudicing the
contractual position.
Other estimates
Income taxes, specifically in relation to provisions for tax uncertainties,
have been removed as a key estimate in 2024 following the release in
respect of historical Americas uncertain tax positions in 2023.
The Board previously approved a restructuring plan that was initiated in
2019. In response to the pandemic, the Group implemented further cost
cutting actions which included asset write downs. In 2023, some residual
restructuring activity took place in response to further specific end market
conditions affecting some of the businesses. In 2024, the restructuring
provision is £nil and no longer represents a key estimate.
Consideration of climate change
In preparing the Financial Statements, the Directors have considered the
impact of climate change, particularly in the context of the risks identified
in the TCFD disclosure on pages 20 to 25. There has been no material
impact identified on the financial reporting judgments and estimates.
In particular, the Directors considered the impact of climate change in
respect of the following areas:
• Useful lives of assets – The useful lives of assets could be reduced by
climate-related matters, for example as a result of physical risks,
obsolescence or legal restrictions. The change in useful lives would
have a direct impact on the amount of depreciation or amortisation
recognised each year from the date of reassessment. The Directors’
review of useful lives has taken into consideration the impacts of the
Group’s Net Zero commitments and has not had a material impact on
the results for the year.
• Inventory valuation – Climate-related matters may affect the value of
inventories as they could become obsolete as a result of a decline in
selling price or a reduction in demand. After consideration of the typical
inventory days compared to the rate of change in the market the
Directors consider that inventory is appropriately valued.
• Going concern and viability – risks identified in the TCFD disclosures in
pages 20 to 25 have been factored into the going concern and viability
assessment. See page 68 further details.
• Goodwill impairment assessment – cash flow forecasts used in the
impairment assessment of goodwill have considered potential changes
in demand over the next 5 years as a result of changing customer
preferences on Senior’s products. This is not expected to have a
material impact on the cashflows, with longer-term growth rates based
on forecasted market demand. Aerospace market rates were used for
the Aerospace CGU and long-term GDP rates for advanced economies
were used for the Flexonics CGU. Sensitivity analysis (See Note 13)
shows that a 1 percent decrease in growth rate would not result in the
carrying amount of CGU groups exceeding their recoverable amount.
• Recoverability of trade receivables – After consideration of the typical
receivable days compared to the rate of change in the market, the
Directors consider that receivables at 31 December 2024 are not
adversely affected by climate change.
• Valuation of the UK Plan retirement gross benefit obligation – there is
no material impact on key financial assumptions which are set
according to market yields. Mortality assumptions take account of
current views of possible climate pathways that may develop. Asset
values are set according to market valuations which incorporate market
expectations of climate impacts.
The Directors are aware of the ever-changing risks attached to climate
change and will regularly assess these risks against judgments and
estimates made in preparation of the Group’s Financial Statements.
2. Significant accounting policies continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
130
FINANCIAL
STATEMENTS
3. Revenue
Total revenue is disaggregated by market sectors as follows:
Year ended
2024
£m
Year ended
2023
£m
Civil Aerospace
447.7
410.5
Defence
130.6
132.6
Other
82.5
73.4
Aerospace
660.8
616.5
Land Vehicle
187.6
201.7
Power & Energy
130.1
146.3
Flexonics
317.7
348.0
Eliminations
(1.4)
(1.0)
Total revenue
977.1
963.5
Other Aerospace comprises space and non-military helicopters
and other markets, principally including semiconductor, medical,
and industrial applications.
The Group applies the practical expedient in paragraph 121 of IFRS 15
and does not disclose information about remaining performance
obligations that have original expected durations of one year or less.
Applying the practical expedient in paragraph 94 of IFRS 15, the Group
recognises the incremental costs of obtaining contracts as an expense
when incurred if the amortisation period of the assets that the Group
otherwise would have recognised is one year or less.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
4. Segment information
The Group reports its segment information as two operating Divisions
according to the market segments they serve, Aerospace and Flexonics,
which is consistent with the oversight employed by the Executive
Committee. The chief operating decision-maker, as defined by IFRS 8,
is the Executive Committee. The Group is managed on the same basis,
as two operating Divisions.
The accounting policies of the reportable segments are the same as the
Group’s accounting policies described in Note 2 and the sales between
segments are carried out at arm’s length. Adjusted operating profit,
as described in Note 9, is the key measure reported to the Group’s
Executive Committee for the purpose of resource allocation and
assessment of segment performance. Finance income, finance costs
and tax are not allocated to segments, as this type of activity is driven
by the central tax and treasury functions.
Segment assets include directly attributable computer software assets,
property, plant and equipment (including right-of-use assets), working
capital assets, goodwill and intangible assets from acquisitions. Cash,
deferred and current tax and other financial assets (except for working
capital) are not allocated to segments for the purposes of reporting
financial performance to the Executive Committee.
Segment liabilities include directly attributable working capital liabilities
and lease liabilities. Debt, retirement benefits, deferred and current tax
and other financial liabilities (except for working capital) are not allocated
to segments for the purposes of reporting financial performance to the
Executive Committee.
Central costs, assets and liabilities are corporate items not allocated
to segments, which is consistent with the format used by the chief
operating decision-maker.
Segment information for revenue, operating profit and a reconciliation
to entity and profit after tax is presented below:
Notes
Aerospace
Year ended
2024
£m
Flexonics
Year ended
2024
£m
Eliminations/
central
costs
Year ended
2024
£m
Total
Year ended
2024
£m
Aerospace
Year ended
2023
£m
Flexonics
Year ended
2023
£m
Eliminations/
central
costs
Year ended
2023
£m
Total
Year ended
2023
£m
External revenue
659.7
317.4
–
977.1
615.7
347.8
–
963.5
Inter-segment revenue
1.1
0.3
(1.4)
–
0.8
0.2
(1.0)
–
Total revenue
660.8
317.7
(1.4)
977.1
616.5
348.0
(1.0)
963.5
Adjusted trading profit
30.4
35.1
(20.3)
45.2
27.0
37.5
(19.7)
44.8
Share of joint venture profit
–
1.3
–
1.3
–
1.0
–
1.0
Adjusted operating profit
30.4
36.4
(20.3)
46.5
27.0
38.5
(19.7)
45.8
Amortisation of intangible assets
from acquisitions
9
(1.6)
–
–
(1.6)
(2.2)
–
–
(2.2)
Site relocation costs
9
(3.0)
(0.5)
–
(3.5)
–
(0.1)
–
(0.1)
US class action lawsuit
9
(1.1)
–
–
(1.1)
–
–
–
–
Net restructuring costs
9
–
–
–
–
(3.6)
(2.0)
–
(5.6)
Operating profit
24.7
35.9
(20.3)
40.3
21.2
36.4
(19.7)
37.9
Finance income
10.6
10.1
Finance costs
(21.9)
(20.5)
Corporate undertakings
9
(1.2)
(4.7)
Profit before tax
27.8
22.8
Tax
(1.9)
8.3
Profit after tax
25.9
31.1
Trading profit and adjusted trading profit is operating profit and adjusted operating profit respectively before share of joint venture profit.
See Note 9 for the derivation of adjusted operating profit.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
131
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Segment information for assets, liabilities, additions to non-current assets and depreciation and amortisation is presented below:
Assets
Year ended
2024
£m
Year ended
2023
£m
Aerospace
679.6
646.5
Flexonics
213.0
215.4
Segment assets for reportable segments
892.6
861.9
Unallocated
Central
3.7
4.0
Cash
45.5
47.6
Deferred and current tax
30.3
23.0
Retirement benefits
43.5
48.5
Others
0.2
0.3
Total assets per Consolidated Balance Sheet
1,015.8
985.3
Liabilities
Year ended
2024
£m
Year ended
2023
£m
Aerospace
202.8
183.1
Flexonics
77.7
79.9
Segment liabilities for reportable segments
280.5
263.0
Unallocated
Central
17.3
22.2
Debt
198.9
179.6
Deferred and current tax
16.2
17.0
Retirement benefits
6.8
8.0
Contingent consideration
16.5
29.0
Others
9.7
9.4
Total liabilities per Consolidated Balance Sheet
545.9
528.2
Additions to
non-current
assets
Year ended
2024
£m
Additions to
non-current
assets
Year ended
2023
£m
Depreciation
and
amortisation
Year ended
2024
£m
Depreciation
and
amortisation
Year ended
2023
£m
Aerospace
25.3
24.4
37.1
38.2
Flexonics
20.9
12.6
12.9
13.0
Sub total
46.2
37.0
50.0
51.2
Central
0.7
0.9
0.6
0.5
Total
46.9
37.9
50.6
51.7
The Group’s revenues from its major products is presented below:
Year ended
2024
£m
Year ended
2023
£m
Aerospace – Structures
271.7
253.0
Aerospace – Fluid Systems
388.0
362.7
Aerospace total
659.7
615.7
Land vehicle
187.6
201.7
Power & Energy
129.8
146.1
Flexonics total
317.4
347.8
Group total
977.1
963.5
No individual customer accounted for more than 10% of external revenue in 2024 or 2023.
4. Segment information continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
132
FINANCIAL
STATEMENTS
Geographical information
The Group’s operations are located principally in North America and UK.
The following table provides an analysis of the Group’s sales by geographical market, irrespective of the origin of the goods. The carrying values of
segment non-current assets are analysed by the geographical area in which the assets are located.
Sales
revenue
Year ended
2024
£m
Sales
revenue
Year ended
2023
£m
Segment
non-current
assets
Year ended
2024
£m
Segment
non-current
assets
Year ended
2023
£m
USA
465.1
459.6
274.1
273.3
UK
166.7
156.8
155.8
157.1
Rest of the World
345.3
347.1
136.9
135.1
Sub total
977.1
963.5
566.8
565.5
Unallocated amounts
–
–
27.5
20.7
Total
977.1
963.5
594.3
586.2
The unallocated amounts on non-current assets relate to deferred tax assets.
5. Operating profit
Operating profit can be analysed as follows:
Year ended
2024
£m
Year ended
2023
£m
Revenue
977.1
963.5
Cost of sales
(803.4)
(789.5)
Gross profit
173.7
174.0
Distribution costs
(7.1)
(6.9)
Administrative expenses
(127.6)
(130.4)
Profit on sale of fixed assets
–
0.2
Share of joint venture profit
1.3
1.0
Operating profit
40.3
37.9
Operating profit for the period has been arrived at after charging:
Year ended
2024
£m
Year ended
2023
£m
Net foreign exchange losses
0.1
0.4
Research and design costs
20.0
20.0
Depreciation of property, plant and equipment
47.3
48.0
Amortisation of intangible assets included in administration expenses
3.3
3.7
Cost of inventories recognised as expense
803.4
789.5
Provision for loss allowance against receivables
2.0
0.4
Restructuring: provision charge for impairment of property, plant and equipment and inventories
–
3.2
Restructuring: staff and other costs
–
2.4
Site relocation costs
3.5
–
Staff costs are disclosed in Note 6. The majority of research and design costs incurred during the year have been expensed in line with the Group’s
accounting policies detailed in Note 2.
The analysis of the Auditor’s remuneration is as follows:
Year ended
2024
£m
Year ended
2023
£m
Fees payable to the Company’s Auditor and their associates for the audit of the Company’s annual accounts
0.6
0.6
Fees payable to the Company’s Auditor and their associates for other services to the Group – The audit of
the Company’s subsidiaries
1.8
1.7
Total audit fees
2.4
2.3
4. Segment information continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
133
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
Fees payable to the Company’s Auditor and their associates for non-audit services to the Company are not required to be disclosed because the
Consolidated Financial Statements are required to disclose such fees on a consolidated basis.
The Group paid £0.08m (2023 – £0.06m) to the Company’s Auditor for audit related services and £nil (2023 – £nil) for non-audit-related services during
2024, in line with the Company’s policy on the use of Auditors for non-audit services.
Details of the Company’s policy on the use of auditors for non-audit services, the reasons why the Auditor was used rather than another supplier and
how the Auditor’s independence and objectivity were safeguarded are set out in the Audit Committee Report on pages 90 to 95. No services were
provided pursuant to contingent fee arrangements.
6. Staff costs
The average monthly number of employees (including Directors) was:
Year ended
2024
Number
Year ended
2023
Number
Production
5,885
5,743
Distribution
94
85
Sales
278
260
Administration
561
539
Total
6,818
6,627
The actual number of employees at 31 December 2024 was 6,779 (2023 – 6,679).
Notes
Year ended
2024
£m
Year ended
2023
£m
Their aggregate remuneration comprised:
Wages and salaries
272.3
261.3
Social security costs
34.7
31.8
Termination benefits
–
0.7
Other pension costs – defined contribution
33a
11.5
10.2
Other pension costs – defined benefit
33e
0.7
0.5
Share-based payments
32
4.5
4.1
Aggregate remuneration
323.7
308.6
The Group also incurred medical and other employee benefit expenses during the year of £28.8m (2023 – £23.4m).
7. Finance income
Notes
Year ended
2024
£m
Year ended
2023
£m
Interest on bank deposits and other finance income
6.4
4.5
Net finance income on retirement benefits
33e
2.0
2.1
Interest unwind on uncertain tax positions
10
–
3.5
Change in fair value on acquisition consideration
9, 30
2.2
–
Total income
10.6
10.1
5. Operating profit continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
134
FINANCIAL
STATEMENTS
8. Finance costs
Notes
Year ended
2024
£m
Year ended
2023
£m
Interest on bank overdrafts and loans
12.2
9.8
Interest on other loans and other finance costs
6.3
4.9
Interest on lease liabilities
3.4
2.9
Change in fair value on acquisition consideration
9, 30
–
2.9
Total finance costs
21.9
20.5
9. Adjusted operating profit and adjusted profit before tax
The presentation of adjusted operating profit and adjusted profit before tax measures, derived in accordance with the table below, has been included
to identify the performance of the Group prior to the impact of amortisation of intangible assets from acquisitions, net restructuring costs, site
relocation costs, US class action lawsuit and costs associated with corporate undertakings. The Board has a policy, which was clarified in 2023,
to separately disclose items it considers are outside the normal course of management oversight and control on a day-to-day basis and are not
reflective of in-year trading performance. Indicative criteria such as period to which the item relates and external driven factors that are outside
of the control of the Group in combination with the magnitude and consistency of application are also considered.
The amortisation charge relates to the acquisition of Spencer Aerospace. It is charged on a straight-line basis and reflects a non-cash item for the
reported year. Site relocation costs relate to transfer of business activities into new or existing cost competitive facilities to support the Group’s
strategic initiatives. The US class action lawsuit relates to an historic legal matter. The Group implemented a restructuring programme in 2019, which
had residual activity in 2023 in response to further specific end market conditions. Corporate undertakings relate to business acquisition and disposal
activities. None of these charges are reflective of in-year performance. Therefore, they are excluded by the Board and Executive Committee when
measuring the operating performance of the businesses.
£m
Year ended
2024
£m
£m
Year ended
2023
£m
Operating profit
40.3
37.9
Amortisation of intangible assets from acquisitions
1.6
2.2
Site relocation costs
3.5
0.1
US class action lawsuit
1.1
–
Net restructuring costs
–
5.6
Adjusted operating profit
46.5
45.8
Profit before tax
27.8
22.8
Adjustments to profit before tax as above
6.2
7.9
Corporate undertakings
1.2
4.7
Corporate undertakings – change in fair value on acquisition consideration
(2.2)
2.9
Total Corporate undertakings
(1.0)
7.6
Adjusted profit before tax
33.0
38.3
Site relocation costs
In 2024, £3.5m of site relocation costs were incurred (2023 – £0.1m) of which £0.5m (2023 – £0.1m) related to the transfer of our Senior Flexonics
Crumlin business to a nearby high-tech facility in Wales to better showcase its design, development, test and qualification capabilities in support of
the Group’s strategic initiatives. The Group also recognised an impairment of £1.9m of property, plant and equipment and costs of £1.1m related to the
transfer of existing business to other cost competitive facilities.
US class action lawsuit
In June 2022, a wage and hour class action lawsuit was filed against one business based in California, USA. This lawsuit alleged violations of state
regulations concerning meal and rest breaks and related penalties covering the period 2021 through the first half of 2024. Mediation took place in
April 2024, resulting in a Company agreed settlement and related costs of £1.1m, of which no payments have been made as at 31 December 2024.
Court approval and payment is expected by the end of the first half of 2025.
Net restructuring costs
In 2024, no restructuring costs were incurred in the Consolidated Income Statement. In 2023, £5.6m was incurred, of which £2.4m related to
consultancy and other costs, £2.0m related to inventory impairment where customer demand had decreased and £1.2m related to impairment
of property, plant and equipment to cover the risk where there were no alternative uses.
Net restructuring cash outflow was £0.5m (2023 – £2.1m).
Corporate undertakings
Net income associated with corporate undertakings was £1.0m (2023 – £7.6m costs), of which £0.8m acquisition costs (2023 – £1.5m) and £2.2m
income from fair value changes in contingent consideration (2023 – £2.9m costs) related to the acquisition of Spencer Aerospace in November 2022
and £0.4m costs are associated with potential disposal and other corporate activities (2023 – £3.2m). See Note 30 to the Financial Statements for
further details on the financial impact of the acquisition in 2024.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
135
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
10. Taxation
Year ended
2024
£m
Year ended
2023
£m
Current tax:
Current year
8.4
10.7
Adjustments in respect of prior periods – Americas uncertain tax positions
–
(7.0)
Adjustments in respect of prior periods – other
(2.6)
(4.3)
5.8
(0.6)
Deferred tax (Note 21)
Current year
(5.0)
(5.8)
Adjustments in respect of prior periods
1.1
(1.9)
(3.9)
(7.7)
Total tax charge/(credit)
1.9
(8.3)
On 24th May 2021, a future increase in UK corporation tax rate from 19% to 25% was substantially enacted with an effective date of 1 April 2023.
Deferred tax assets and liabilities are measured at the rates that are expected to apply to the year when the asset is realised or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantially enacted at the Balance Sheet date. Taxation for other jurisdictions is
calculated at the rates prevailing in the respective jurisdictions.
In the prior year, the Group implemented a series of steps to simplify the legal ownership of its Americas legal entity holding structure. As part of the
exercise, provisions held for estimated uncertain tax positions around the historical establishment of the Americas legal structure were reassessed.
As a result, in accordance with IAS 12 and IFRIC 23 (Uncertainty over Income Tax Treatments), provisions for the uncertain tax positions of £7.0m
and associated interest of £3.5m were released to the Consolidated Income Statement during that year.
The OECD Pillar Two Globe Rules introduce a global minimum corporate tax rate, initially at 15%, applicable to multinational enterprise (MNE) groups
with global revenue over €750m. All participating OECD members are required to incorporate these rules into national legislation. On 20th June 2023,
the UK substantially enacted legislation to apply Pillar Two Globe rules into UK law which will first apply to the Group from 1 January 2024. The Group
has provided £0.1m in the current year in respect of this liability.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
136
FINANCIAL
STATEMENTS
The total charge for the year can be reconciled to the profit before tax per the Consolidated Income Statement as follows:
Year ended
2024
£m
Year ended
2024
%
Year ended
2023
£m
Year ended
2023
%
Profit before tax
27.8
22.8
Expected tax charge at the UK standard corporation tax rate 25%/23.5%
7.0
5.4
Effect of different statutory rates in overseas jurisdictions
a
(1.3)
(0.4)
Tax incentives and credits
b
(1.3)
(1.9)
Tax losses not recognised
c
(2.2)
(0.3)
Impact of share options
d
(0.6)
(0.1)
Effect of difference in treatment of financing activities between jurisdictions
e
–
(0.1)
Non-deductible expenses and other permanent differences
f
1.5
1.9
Effect of changes in UK tax rate on deferred tax items
g
–
0.2
Withholding taxes
h
0.2
0.2
Adjustments in respect of prior periods – Americas uncertain tax positions
i
–
(7.0)
Adjustments in respect of prior periods – other current tax items
j
(2.6)
(4.3)
Adjustments in respect of prior periods – deferred tax items
k
1.1
(1.9)
Pillar 2 Top up Tax
l
0.1
–
Tax charge/(credit) and effective tax rate for the year
1.9
6.8%
(8.3)
(36.4%)
a. Attributable to profit mix at both higher and lower rates of taxes in different jurisdictions.
b. Includes a £1.4m benefit from enhanced US R&D deductions offset by permanent difference arising from losses in the year on projects that benefit from tax incentives.
c. Tax losses arising in prior years on which a deferred tax asset has been recognised in the year based on IAS 12 recognition criteria (£2.2m). The prior year comparative relates to unrecognised
tax losses utilised in the year.
d. Impact of non-tax deductible share-based payment charges net of current tax deductions for share exercises in the year and the deferred tax asset recognition for future exercises.
e. Effect of different rates of tax between jurisdictions on internal financing activities.
f. Non-deductible expenses and other permanent differences includes a £0.2m charge in respect of uncertain tax positions in accordance with IFRIC 23 principles.
g. Relates to the Income Statement impact of the retranslation of UK deferred tax assets and liabilities following the substantial enactment of the future 25% tax rate effective from 1 April 2023.
h. Arises from irrecoverable withholding taxes.
i. The prior year comparative arises from the release of £7.0m Americas restructuring provisions in accordance with IFRIC 23 measurement criteria principles.
j. Includes a credit in respect of the uncertain tax positions which have been resolved, settled or released in accordance with IFRIC 23 principles of £2.0m as well as prior year items arising from
the true up of tax accruals in line with local tax filings which in many cases have an equal and opposite prior year item in deferred tax.
k. Arises from the true-up of deferred tax estimates following the finalisation of entity statutory accounts and local tax returns.
l. Estimated Top up Tax arising from the OECD’s Pillar 2 global minimum tax rules.
10. Taxation continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
137
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
In addition to the amount charged to the Consolidated Income Statement, the following amounts relating to tax have been recognised directly in other
comprehensive income:
2024
£m
2023
£m
Deferred tax:
Items that will not be reclassified subsequently to profit and loss:
Tax on actuarial items
1.1
0.5
Effect of change in UK tax rate
–
0.1
Items that may be reclassified subsequently to profit or loss:
Tax on foreign exchange contracts – cash flow hedges
0.8
(0.9)
Total tax credit/(charge) recognised directly in other comprehensive income
1.9
(0.3)
In addition to the amount charged to the Consolidated Income Statement and Other Comprehensive Income, the following amounts relating to tax
have been recognised directly in equity:
Year ended
2024
£m
Year ended
2023
£m
Deferred tax:
Excess tax deductions related to share-based payments in exercised options
(0.8)
0.9
Total tax (charge)/credit recognised directly in equity
(0.8)
0.9
Deferred tax (Note 21)
1.1
0.6
11. Dividends
Year ended
2024
£m
Year ended
2023
£m
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2023 of 1.70p per share (2022 – 1.00p)
7.0
4.1
Interim dividend for the year ended 31 December 2024 of 0.75p per share (2023 – 0.60p)
3.1
2.5
10.1
6.6
Proposed final dividend for the year ended 31 December 2024 of 1.65p per share (2023 – 1.70p)
6.8
7.0
12. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:
Number of shares
Year ended
2024
Million
Year ended
2023
Million
Weighted average number of ordinary shares for the purposes of basic earnings per share
414.3
413.3
Effect of dilutive potential ordinary shares:
Share options
9.2
11.7
Weighted average number of ordinary shares for the purposes of diluted earnings per share
423.5
425.0
10. Taxation continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
138
FINANCIAL
STATEMENTS
Year ended 2024
Year ended 2023
Earnings and earnings per share
Notes
Earnings
£m
EPS
pence
Earnings
£m
EPS
pence
Profit for the period
25.9
6.25
31.1
7.52
Adjust:
Amortisation of intangible assets from acquisitions net of tax credit of £0.4m
(2023 – £0.6m credit)
1.2
0.29
1.6
0.39
Site relocation costs net of tax credit of £1.0m (2023 – £0.1m credit)
9
2.5
0.60
–
–
US class action lawsuit net of tax credit of £0.3m (2023 – £nil)
9
0.8
0.20
–
–
Net restructuring costs net of tax of £nil (2023 – £1.5m credit)
9
–
–
4.1
0.99
Corporate undertakings net of tax charge of £0.3m (2023 – £1.9m credit)
(0.7)
(0.17)
5.7
1.38
Adjusted earnings after tax
29.7
7.17
42.5
10.28
Earnings per share
– basic
6.25p
7.52p
– diluted
6.12p
7.32p
– adjusted
7.17p
10.28p
– adjusted and diluted
7.01p
10.00p
The denominators used for all basic, diluted and adjusted earnings per share are as detailed in the table above.
The presentation of adjusted earnings per share, derived in accordance with the table above, has been included to identify the performance of the
Group prior to the impact of amortisation of intangible assets from acquisitions, site relocation costs, US class action lawsuit, net restructuring costs
and costs associated with corporate undertakings. The Board has a policy, which was clarified in 2023, to separately disclose items it considers are
outside the normal course of management oversight and control on a day-to-day basis and are not reflective of in-year trading performance. Indicative
criteria such as period to which the item relates and external driven factors that are outside of the control of the Group in combination with the
magnitude and consistency of application are also considered. See Note 9 for further details.
13. Goodwill
Year ended
2024
£m
Year ended
2023
£m
Cost
At 1 January
353.0
360.4
Exchange differences
2.5
(7.4)
At 31 December
355.5
353.0
Accumulated impairment losses
At 1 January
159.7
160.7
Exchange differences
0.4
(1.0)
At 31 December
160.1
159.7
Carrying amount at 31 December
195.4
193.3
In 2024, goodwill has increased by £2.1m due to net foreign exchange difference (2023 – £6.4m decrease).
Goodwill is allocated to the group of CGUs (CGU groups) namely Aerospace and Flexonics, reflecting the lowest level at which management exercises
oversight and monitors the Group’s performance. Central assets are allocated between the CGU groups on the basis of the percentage share of
trading assets. The table below highlights the carrying amount of goodwill allocated to these CGU groups, all of which are considered significant in
comparison with the total carrying amount of goodwill.
Year ended
2024
£m
Year ended
2023
£m
Aerospace
140.6
139.0
Flexonics
54.8
54.3
Total
195.4
193.3
12. Earnings per share continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
139
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The timing of the annual
assessment at 30 September 2024 coincided with the Board’s review of the most recent financial strategy. Management applied the value in use
methodology to assess impairment. The key assumptions on which the value in use calculations were based relate to business performance over the
next five years, long-term growth rates beyond 2029 and the discount rates applied. The discount rates were pre-tax measures based on the rate of
10-year government bonds issued in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect both the
increased risk of investing in equities generally and the systematic risk of the CGU group. The key estimates were the level of revenue and operating
margins anticipated and the proportion of operating profit converted into cash flow in each year, long-term growth rates and discount rates applied.
The forecast compound annual growth rate in revenue from 2024 to 2029 was 8% (2023 – 2023 to 2028 was 8%), reflecting expected increases in
aircraft production as communicated by our customers and secured new programmes in Flexonics.
Forecasts used in the cash flow were based on the most recent financial strategy, as approved by Management for the next five years to 2029.
These estimates up to 2029, where appropriate, take account of the current economic environment as set out in the Strategic Report on pages 1 to 69.
Cash flows after 2029 have been extrapolated based on estimated long-term growth rates into perpetuity, which has been determined by the lower
of the long-term market growth rates and the historical forecast compound annual growth in revenue to 2029. For Aerospace, the long-term market
growth rate is 4.2% per annum (2023 – 3.8%), which does not exceed the long-term average growth rate forecast for the aerospace market as
included in market outlooks from Boeing and Airbus. For Flexonics, the long-term market growth rate is 1.6% per annum (2023 – 1.6%), which is
based on the world long-term forecast GDP growth for advanced economies.
The pre-tax discount rates applied to discount the pre-tax cash flows for Aerospace and Flexonics are 10.4% and 10.8% respectively (2023 – 11.6%
and 12.3%); these discount rates include CGU group specific risk adjustments which are the measurements used by Management in assessing
investment appraisals specific to each CGU group.
Sensitivities reflecting reasonable possible changes have also been considered for each CGU group in relation to the value in use calculations.
Each assumption was sensitised in isolation: Revenue was reduced by 10 percentage points in the terminal value, operating margins were reduced by
1 percentage point in the terminal value, the proportion of operating profit converted into cash flow was reduced by 5 percentage points in the terminal
value, the long-term growth rate assumption was reduced by 1 percentage point and the discount rate was increased by 1 percentage point. This did
not result in the carrying amount of the CGU groups exceeding their recoverable amount.
Further to the 30 September 2024 annual impairment test, the Board considered whether there were any triggering events as at the 31 December 2024
reporting date. Despite the near-term temporary headwinds announced in October 2024, the Board concluded that these events did not trigger an
impairment assessment as at 31 December 2024 given the long-term growth prospects which underpin the recoverable amount of each CGU group.
14. Other intangible assets
Intangible assets from acquisitions
Computer
software
and others
Total
Qualified
parts list
Year ended
2024
£m
Customer
relationships
Year ended
2024
£m
Fully
amortised
Year ended
2024
£m
Total
Year ended
2024
£m
Year ended
2024
£m
Year ended
2024
£m
Cost
At 1 January
22.8
6.2
122.4
151.4
26.4
177.8
Additions
–
–
–
–
1.7
1.7
Disposals
–
–
–
–
(0.2)
(0.2)
Reclassification
–
–
–
–
–
–
Exchange differences
0.4
0.1
–
0.5
0.3
0.8
At 31 December
23.2
6.3
122.4
151.9
28.2
180.1
Amortisation
At 1 January
1.4
0.4
122.4
124.2
20.5
144.7
Charge for the year
1.2
0.4
–
1.6
1.7
3.3
Disposals
–
–
–
–
(0.2)
(0.2)
Reclassification
–
–
–
–
–
–
Exchange differences
0.1
–
–
0.1
0.1
0.2
At 31 December
2.7
0.8
122.4
125.9
22.1
148.0
Carrying amount at 31 December
20.5
5.5
–
26.0
6.1
32.1
Intangible assets from acquisitions are being amortised over the following periods; qualified parts 18 years and 1 month, customer relationships
16 years and 1 month and order backlogs 1 year and 1 month.
13. Goodwill continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
140
FINANCIAL
STATEMENTS
Intangible assets from acquisitions
Total
Computer
software
and others
Total
Qualified
parts list
Year ended
2023
£m
Customer
relationships
Year ended
2023
£m
Order
backlog
Year ended
2023
£m
Fully
amortised
Year ended
2023
£m
Year ended
2023
£m
Year ended
2023
£m
Year ended
2023
£m
Cost
At 1 January
24.0
6.5
0.5
126.3
157.3
25.3
182.6
Additions
–
–
–
–
–
2.2
2.2
Disposals
–
–
–
–
–
(0.1)
(0.1)
Reclassification
–
–
(0.5)
0.5
–
–
–
Exchange differences
(1.2)
(0.3)
–
(4.4)
(5.9)
(1.0)
(6.9)
At 31 December
22.8
6.2
–
122.4
151.4
26.4
177.8
Amortisation
At 1 January
0.2
–
–
126.3
126.5
19.9
146.4
Charge for the year
1.3
0.4
0.5
–
2.2
1.5
3.7
Disposals
–
–
–
–
–
(0.1)
(0.1)
Reclassification
–
–
(0.5)
0.5
–
–
–
Exchange differences
(0.1)
–
–
(4.4)
(4.5)
(0.8)
(5.3)
At 31 December
1.4
0.4
–
122.4
124.2
20.5
144.7
Carrying amount at 31 December
21.4
5.8
–
–
27.2
5.9
33.1
Intangible assets from acquisitions are being amortised over following periods; qualified parts 18 years and 1 month, customer relationships 16 years
and 1 month and order backlogs 1 year and 1 month.
14. Other intangible assets continued
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
141
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
15. Investment in joint venture
The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China, which was
set up in 2012. Senior Flexonics Technologies (Wuhan) Limited is a precision manufacturer of automotive components.
The results of the joint venture are accounted for using equity accounting.
The Group’s investment of £3.3m represents the Group’s share of the joint venture’s net assets as at 31 December 2024 (2023 – £5.1m).
The movement of £1.8m in the Group’s investment during the year comprises of £1.3m Group’s Share of profit more than offset by £3.0m
dividend received and £0.1m exchange difference.
The following amounts represent the aggregate amounts relating to the revenue and expenses and assets and liabilities of Senior Flexonics
Technologies (Wuhan) Limited for the years ended 31 December 2024 and December 2023.
2024
£m
2023
£m
Revenue
10.9
10.1
Expenses
(8.3)
(8.0)
Profit
2.6
2.1
Total assets
9.3
13.1
Total liabilities
(2.6)
(2.6)
Net assets
6.7
10.5
Group’s share of profit
1.3
1.0
Group’s share of net assets
3.3
5.1
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
142
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
16. Property, plant and equipment
Freehold
land and
buildings
Year ended
2024
£m
Leasehold
building
improve-
ments
Year ended
2024
£m
Plant
and
equipment
Year ended
2024
£m
Right-of-
use
Land and
Buildings
Year ended
2024
£m
Right-of-
use
Plant and
equipment
Year ended
2024
£m
Total
Year ended
2024
£m
Freehold
land and
buildings
Year ended
2023
£m
Leasehold
building
improve-
ments
Year ended
2023
£m
Plant
and
equipment
Year ended
2023
£m
Right-of-
use
Land and
Buildings
Year ended
2023
£m
Right-of-
use
Plant and
equipment
Year ended
2023
£m
Total
Year ended
2023
£m
Cost or valuation
At 1 January
110.7
8.2
563.9
98.3
8.7
789.8
113.0
8.3
570.2
99.1
9.3
799.9
Additions
1.4
1.1
39.0
1.6
2.1
45.2
2.0
0.4
31.3
–
1.9
35.6
Lease
modifications
–
–
–
9.2
–
9.2
–
–
–
5.6
0.4
6.0
Exchange
differences
(0.1)
0.1
4.6
1.8
–
6.4
(4.5)
(0.3)
(25.9)
(5.2)
(0.3)
(36.2)
Disposals
(0.1)
–
(9.2)
–
(0.4)
(9.7)
–
(0.2)
(8.4)
(1.3)
(2.6)
(12.5)
Reclassification
(0.3)
0.3
–
0.9
(0.9)
–
0.2
–
(1.1)
0.1
–
(0.8)
Restructuring
disposal
–
–
–
–
–
–
–
–
(2.2)
–
–
(2.2)
At 31 December
111.6
9.7
598.3
111.8
9.5
840.9
110.7
8.2
563.9
98.3
8.7
789.8
Accumulated
depreciation
and impairment
At 1 January
41.4
5.3
415.8
39.3
3.3
505.1
40.6
5.4
409.1
32.9
4.7
492.7
Charge for
the year
1.9
0.4
34.0
9.2
1.8
47.3
2.4
0.3
34.8
9.0
1.5
48.0
Lease
modifications
–
–
–
0.1
–
0.1
–
–
–
–
–
–
Exchange
differences
(0.1)
0.1
3.4
0.6
–
4.0
(1.7)
(0.2)
(18.6)
(1.6)
(0.1)
(22.2)
Eliminated on
disposals
(0.1)
–
(9.1)
–
(0.4)
(9.6)
–
(0.2)
(7.9)
(1.3)
(2.6)
(12.0)
Reclassification
–
–
–
0.5
(0.5)
–
0.1
–
(0.6)
0.3
(0.2)
(0.4)
Impairment/
restructuring
disposal
–
–
–
1.9
–
1.9
–
–
(1.0)
–
–
(1.0)
At 31 December
43.1
5.8
444.1
51.6
4.2
548.8
41.4
5.3
415.8
39.3
3.3
505.1
Carrying amount
at 31 December
68.5
3.9
154.2
60.2
5.3
292.1
69.3
2.9
148.1
59.0
5.4
284.7
In 2024, £1.9m right-of-use assets were impaired (2023 – £1.2m property, plant and equipment; see note 9). The recoverable amount of the assets
was determined based on value-in-use for assets with confirmed orders, or fair value less costs to sell, where assets are to be disposed.
At 31 December 2024, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £6.5m
(2023 – £4.0m).
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
143
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
17. Inventories
Year ended
2024
£m
Year ended
2023
£m
Raw materials
98.4
86.5
Work-in-progress
97.1
84.6
Finished goods
40.5
36.4
Total
236.0
207.5
Inventory write-downs recognised as an expense in 2024 were £3.3m (2023 – £8.9m after £2.0m charges relating to restructuring, see Note 9).
18. Trade and other receivables
Trade and other receivables at 31 December comprise the following:
Year ended
2024
£m
Year ended
2023
£m
Non-current assets
Foreign exchange contracts
0.2
0.6
Other receivables
0.2
0.2
0.4
0.8
Current assets
Trade receivables
119.2
124.9
Value added tax
4.0
3.4
Foreign exchange contracts
1.0
2.0
Prepayments
13.0
11.2
Other receivables
–
0.2
137.2
141.7
Total trade and other receivables
137.6
142.5
Credit risk
The Group’s principal financial assets are bank balances and cash and trade receivables. The credit risk on liquid funds and derivative financial
instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.
The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Consolidated Balance Sheet are net of loss
allowances. There are no other credit or impairment losses for other classes of financial assets.
Further disclosures on credit risk are included in Note 20.
The average credit period taken on sales of goods is 56 days (2023 – 58 days). An allowance has been made for estimated irrecoverable amounts from
the sale of goods of £3.5m (2023 – £2.3m). In determining the recoverability of trade receivables, the Group considers any change in the credit quality
of the trade receivable from the date credit was initially granted up to the reporting date. At 31 December 2024, the carrying amount of the receivable
from the Group’s most significant customer was £6.5m (2023 – £6.7m from the same customer). The Group has no other significant concentration of
credit risk, with exposure spread over a large number of counterparties and customers. Accordingly, the Directors believe that there is no further credit
provision risk in excess of the loss allowance.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
144
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Expected credit loss
Year ended
2024
£m
Year ended
2023
£m
Movements in loss allowance:
At 1 January
2.3
3.3
Provision for impairment
2.0
0.4
Amounts written off as uncollectible
(0.4)
(0.7)
Amounts recovered
(0.4)
(0.6)
Exchange differences
–
(0.1)
At 31 December
3.5
2.3
Ageing analysis of past due, net of loss allowance:
Up to 30 days past due
12.1
13.2
31 to 60 days past due
2.1
3.5
61 to 90 days past due
1.3
1.9
91 to 180 days past due
1.5
1.7
Total past due, net of loss allowance
17.0
20.3
Not past due
102.2
104.6
Total current trade receivables
119.2
124.9
There are no items past due in any other class of financial assets except for trade receivables.
The Directors consider that the carrying amount of trade and other receivables approximates their fair value. The maximum exposure to credit risk
at the reporting date is the fair value of each class of receivable above. The Group does not hold any collateral as security.
19. Bank overdrafts and loans
Year ended
2024
£m
Year ended
2023
£m
Bank overdrafts
–
1.8
Bank loans
37.0
55.9
Other loans
161.9
121.9
198.9
179.6
The borrowings are repayable as follows:
On demand or within one year
75.0
1.8
In the second year
9.5
78.0
In the third to fifth years inclusive
74.5
99.8
After five years
39.9
–
198.9
179.6
Less: amount due for settlement within 12 months (shown under current liabilities)
(75.0)
(1.8)
Amount due for settlement after 12 months
123.9
177.8
At 31 December 2024, bank loans of £37.9m are drawn and there are £0.9m of capitalised revolving credit facility transaction costs.
At 31 December 2023, bank loans of £57.0m were drawn and there were £1.1m of capitalised revolving credit facility transaction costs.
18. Trade and other receivables continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
145
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Analysis of borrowings by currency
31 December 2024
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Others
£m
Total
£m
Bank loans
21.1
–
15.9
–
37.0
Other loans
27.0
23.1
111.8
–
161.9
48.1
23.1
127.7
–
198.9
Sunday, 31 December 2023
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Others
£m
Total
£m
Bank overdrafts
–
0.8
–
1.0
1.8
Bank loans
15.9
–
40.0
–
55.9
Other loans
27.0
24.2
70.7
–
121.9
42.9
25.0
110.7
1.0
179.6
The weighted average interest rates paid were as follows:
Year ended
2024
%
Year ended
2023
%
Bank loans and overdrafts
6.81
6.42
Other loans
3.61
3.09
Bank loans and overdrafts of £37.9m (2023 – £58.8m) are arranged at floating rates, thus exposing the Group to cash flow interest rate risk. Other
borrowings are mainly arranged at fixed interest rates and expose the Group to fair value interest rate risk. No interest rate swaps were taken out in
2023 or 2024.
The Directors estimate the fair value of the Group’s borrowings to be as follows:
Year ended
2024
£m
Year ended
2023
£m
Bank loans and overdrafts
37.0
57.7
Other loans
159.1
115.5
196.1
173.2
The fair value of Other loans has been determined by applying a make-whole calculation using the prevailing treasury bill yields plus the applicable
credit spread for the Group (level 2 of the fair value hierarchy as defined in Note 20).
The other principal features of the Group’s borrowings are as follows:
Bank overdrafts are repayable on demand. The effective interest rates on bank overdrafts are determined based on SONIA, SOFR and appropriate
LIBOR rates plus applicable margins.
The Group’s main loans are unsecured guaranteed loan notes in the US private placement market and revolving credit facilities.
a) Loan notes of €28m, 2024 £23.1m (2023 – £24.3m) were taken out in January 2017, carry interest at the rate of 1.51% and mature on 1 February 2027.
b) Loan notes of $60m, 2024 £48.0m (2023 – £47.3m) were taken out in October 2015 and are due for repayment in October 2025. The loan notes
carry interest at the rate of 3.75% per annum.
c) Loan notes of £27m were drawn down in January 2018, carry interest at a rate of 2.35% and are due for repayment in January 2025.
d) Loan notes of $30m, 2024 £24.0m (2023 – £23.6m) were taken out in September 2018, carry interest at the rate of 4.18% and are due
for repayment in September 2028.
e) Loan notes of $50m, 2024 £40.0m (2023 – £nil) were taken out in February 2024, carry an interest rate of 6.26% and are due for repayment
in February 2030.
Transaction costs of £0.2m, directly attributable to the US Dollar notes (£0.2m), have been deducted from their carrying value.
New private placement notes of $40m (£32m) were issued in February 2025. The loan notes were also drawn down in February 2025,
carry an interest rate of 5.46% and are due for repayment in February 2029.
The Group also has two revolving credit facilities.
19. Bank overdrafts and loans continued
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FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
A committed multi-currency revolving credit facility in the UK of £115m (2023 – £115m) matures in November 2027. At 31 December 2024, £28.4m
was outstanding under the £115m facility, comprising $8.0m (£6.4m) and £22.0m. At 31 December 2023, £53.2m was outstanding under the £115m
facility, comprising $46.0m (£36.2m) and £17.0m.
A committed $50m (£40.0m) single bank loans and letter of credit facility matures in June 2026. There were $11.9m (£9.5m) loans with reference
to Term SOFR which are drawn under the facility on 31 December 2024 and $4.9m (£3.8m) loans drawn in 31 December 2023 and there were letters
of outstanding credit of $6.4m (£5.2m) (2023 – £2.2m).
As at 31 December 2024, the Group had available £111.9m (2023 – £95.1m) of undrawn committed borrowing facilities in respect of which all
conditions precedent had been met. The weighted average maturity of the Group’s committed facilities at 31 December is 2.5 years (2023 – 2.9 years).
The current weighted average maturity of the Group’s facilities, updated for the February 2025 loan notes of $40m, remains at 2.5 years.
20. Financial instruments
Capital risk management
The Group manages its capital structure to safeguard its ability to continue as a going concern whilst maximising the return to stakeholders through
the optimisation of the balance between debt and equity. In considering the appropriate level of net debt, the Group pays close attention to its level
as compared to the cash generation potential of the Group, measured by EBITDA (defined in the Notes to the Financial Headlines). The Group also
monitors capital on the basis of a gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is derived in Note 31c. Lease
liabilities are excluded from net debt in calculating the gearing ratio. Total capital is the equity shown in the Consolidated Balance Sheet.
The Group’s strategy in respect of gearing is to target a long-term gearing ratio within the range of 30% to 60%. The gearing ratio for the Group at the
end of 2024 was 33% (2023 – 29%).
All of the Group’s external borrowing facilities at 31 December 2024 have a requirement for the ratio of net debt to EBITDA to be less than 3.0x
(US Private Placements) or 3.5x (UK RCF and US RCF). IFRS 16 does not impact the Group’s lending covenants as these are currently based on frozen
GAAP, hence figures quoted below exclude the impact of IFRS 16 on net debt, interest and EBITDA. As required by the covenant definition, net debt
is restated using 12-month average exchange rates (consistent with EBITDA definition).
The Group has two covenants for committed borrowing facilities, which are tested at June and December: the Group’s net debt to EBITDA
(defined in the Notes to the Financial Headlines) must not exceed 3.0x and interest cover, the ratio of EBITDA to interest must be higher than 3.5x.
At 31 December 2024, the Group’s net debt to EBITDA was 1.8x (31 December 2023 – 1.6x) and interest cover was 7.0x (31 December 2023 – 12.6x),
both comfortably within the covenants limits.
Financial risk management
The Group’s activities expose it to a variety of financial risks including foreign exchange risk, interest rate risk, credit risk and liquidity risk. The Group’s
overall treasury risk management programme focuses on the unpredictability of financial markets, and seeks to minimise potential adverse effects on
the Group’s financial performance.
The Group uses derivative financial instruments to hedge certain risk exposures. The use of financial derivatives is governed by the Group’s policies
approved by the Board, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and
non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the Group’s
Treasury Committee on a regular basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for
speculative purposes.
Foreign exchange risk management
The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operations’ trading activities in foreign currencies.
Where commented on below, the sensitivity analysis of the Group’s exposure to foreign currency risk at the reporting date has been determined based
on the change taking place at the beginning of the financial year and left unchanged throughout the reporting period, with all other variables held
constant (such as interest rates). The sensitivity assumptions are based on analysis reviewed by the Group’s Treasury Committee.
Translation risk
The Group derived 83% of its revenue from businesses outside the United Kingdom, with 58% relating to operations in North America. Fluctuations
in the value of the US Dollar and other currencies in relation to Pound Sterling have had, and may continue to have, a significant impact on the results
of the Group’s operations when reported in Pound Sterling. The Group decided not to hedge this translation risk. In addition, the majority of assets
are denominated in foreign currency, particularly in US Dollars. In order to provide a hedge against volatility in the value of these assets compared
to the Group’s loss/earnings, and hence provide a natural hedge against the Group’s principal lending covenant (the ratio of net debt to EBITDA),
the Group aims to borrow in foreign currencies in similar proportions to its generation of foreign currency EBITDA, where practical and economic.
A 10% appreciation (or depreciation) of all other currencies against the Pound Sterling would have increased (or decreased) 2024 Group adjusted
operating profit by £5.3m (£2.7m of which would have been due to the US Dollar movement) and would have increased (or decreased) equity by
£34.7m (£22.4m of which would have been due to the US Dollar movement).
19. Bank overdrafts and loans continued
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STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Transaction risk
The Group has a number of transaction-related foreign currency exposures, particularly between the US Dollar and the Pound Sterling, Thai Baht and
Malaysian Ringgit. The Group seeks to hedge between 0% to 100% of transaction-related exposures mainly on a rolling 15 to 18-month forward basis,
but in some cases for periods of up to 60 months and applies hedge accounting where the forwards can be designated in a qualifying cash flow hedge
relationship. Based on the net of the annual sales and purchase-related exposures, all transaction-related foreign currency exposures to Group profit
after hedging in existence at 31 December 2024 are immaterial. The impact on equity is determined by the unrecognised portion of open forward
contracts at the year-end. A 10% appreciation (or depreciation) of the US Dollar against the Pound Sterling, Thai Baht and the Malaysian Ringgit would
have decreased (or increased) equity by £4.5m, £1.6m and £0.5m, respectively.
Interest rate risk management
The Group has a policy of maintaining approximately 60% of its borrowing costs at fixed interest rates. The Group generally borrows long-term in fixed
rates but at times may borrow at floating rates and swap into fixed depending on credit market conditions. Occasionally a portion of fixed debt interest
is swapped into floating rates. The combination of maintaining an acceptable balance of fixed and floating rate debt, and the Group’s policy of
borrowing in foreign currency in proportion to its generation of foreign currency earnings, provides an effective hedge against the impact of interest
rate and foreign currency volatility on total interest costs. As at year-end 2024, the percentage of debt at fixed interest was 81% (2023 – 68%),
excluding IFRS 16 lease liabilities from debt.
The following sensitivity analysis of the Group’s exposure to interest rate risk in 2024 has been retrospectively determined based on the exposure
to applicable interest rates on financial assets and liabilities held throughout the financial year, with all other variables held constant (such as foreign
exchange rates). The sensitivity assumptions are based on analysis reviewed by the Group’s Treasury Committee. If variable interest rates had been
0.5% lower (or higher), the Group’s profit before tax would have increased (or decreased) by £0.4m. Any fixed interest debt is held to maturity and not
fair value adjusted through the Consolidated Income Statement. An increase (or decrease) of 0.5% in the market interest rate for the fixed rate debt
held up to maturity would have decreased (or increased) the fair value of the Group’s borrowings by £1.6m. The Group’s sensitivity to interest rates
has remained broadly consistent with prior period due to the high proportion of fixed debt.
Credit risk management
The Group’s credit risk is primarily attributable to its trade receivables. The credit quality of customers is assessed taking into account their financial
position, past experience and other factors. Further details on determining the recoverability of trade receivables is provided in Note 18. The Group is
guarantor under one lease of a current subsidiary entity in the UK. Credit risk on liquid funds and derivative financial instruments is limited because the
counterparties are financial institutions with high credit ratings assigned by international credit rating agencies. The carrying amount of financial assets
recorded in the Financial Statements, which is net of impairment losses, represents the Group’s maximum exposure to credit risk.
The Group participates in some non-recourse reverse factoring schemes which are arranged by customers. These are a form of non-recourse factoring
that are common practice within the aerospace sector and with large customers in the Flexonics Division. In a reverse factoring scheme, a financial
counterparty commits to pay supplier invoices ahead of due date in exchange for a discount interest charge. It is a funding solution initiated by the
customer to provide the supplier with an alternative financing arrangement. The Group participates in reverse factoring schemes as a way of reducing
credit risk. The trade receivables reverse factored at 31 December 2024 were £29.1m (2023 – £29.1m). The net impact of reverse factoring on 2024
was a cash inflow in working capital of £nil (2023 – £5.5m inflow) and the discount interest presented within other finance costs is a charge of £0.9m
in 2024 (2023 – £0.8m).
Liquidity risk management
Liquidity risk reflects the risk that the Group will have insufficient resources to meet its financial liabilities as they fall due. The Group manages liquidity
risk by maintaining adequate reserves, banking facilities and revolving credit facilities, by continuously monitoring forecast and actual cash flows and
matching the maturity profiles of financial assets and liabilities. Cash flow forecasts are produced monthly, together with appropriate capacity planning
and scenario analysis, to ensure that bank covenant and liquidity targets will be met. The Directors also regularly assess the balance of capital and debt
funding of the Group, as part of a process to satisfy the Group’s long-term strategic funding requirements.
As noted in the Financial Review on pages 64 to 67, the Group is currently in a well-funded position, with significant headroom under its committed
borrowing facilities. It is considered unlikely that the Group will face any significant funding issues in the foreseeable future.
20. Financial instruments continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
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FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Categories of financial instruments
Year ended
2024
£m
Year ended
2023
£m
Carrying value of financial assets:
Cash and cash equivalents
45.5
47.6
Trade receivables
119.2
124.9
Other receivables
0.2
0.4
Financial assets at amortised cost
164.9
172.9
Foreign exchange contracts – cash flow hedges
1.1
2.5
Foreign exchange contracts – held for trading
0.1
0.1
Total financial assets
166.1
175.5
Carrying value of financial liabilities:
Bank overdrafts and loans
198.9
179.6
Lease liabilities
76.2
71.8
Trade payables
107.4
102.1
Other payables
65.8
67.8
Financial liabilities at amortised cost
448.3
421.3
Contingent consideration – fair value through profit or loss
16.5
29.0
Foreign exchange contracts – cash flow hedges
5.7
4.1
Foreign exchange contracts – held for trading
0.1
0.1
Total financial liabilities
470.6
454.5
Undiscounted contractual maturity of financial liabilities at amortised cost:
Amounts payable:
On demand or within one year
270.0
191.8
In the second to fifth years inclusive
141.2
234.5
After five years
90.2
46.7
501.4
473.0
Less: future finance charges
(53.1)
(51.7)
Financial liabilities at amortised cost
448.3
421.3
The contingent consideration which is potentially payable in less than 5 years has a gross value at 31 December 2024 of $21.6m (£17.3m) and a
discounted value of $20.6m (£16.5m). At 31 December 2023, the gross value was $40m (£31.5m) and a discounted value was $36.9m (£29.0m).
The carrying amount is a reasonable approximation of fair value for the financial assets and liabilities, excluding leases, noted above except for bank
overdrafts and loans, disclosure of which are included within Note 19.
An ageing analysis of trade receivables is disclosed within Note 18.
20. Financial instruments continued
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STRATEGIC
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FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
20. Financial instruments continued
Forward foreign exchange contracts
The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operation’s trading activities in foreign currencies
in accordance with the Group’s accounting policy as set out in Note 2. At 31 December 2024, total notional amounts and fair values of outstanding
forward foreign exchange contracts that the Group have committed are given below:
Year ended
2024
£m
Year ended
2023
£m
Notional amounts:
Foreign exchange contracts – cash flow hedges
157.1
157.2
Foreign exchange contracts – held for trading
8.0
7.0
Total
165.1
164.2
Less: amounts maturing within 12 months
(115.5)
(111.4)
Amounts maturing after 12 months
49.6
52.8
Contractual maturity:
Cash flow hedges balances due within one year:
Outflow
(108.8)
(105.6)
Inflow
106.3
105.8
Cash flow hedges balances due between one and two years:
Outflow
(21.8)
(23.8)
Inflow
20.5
23.0
Cash flow hedges balances due between two and five years:
Outflow
(29.7)
(30.9)
Inflow
29.3
30.0
Held for trading balances due within one year:
Outflow
(8.0)
(6.9)
Inflow
8.0
6.9
Fair values:
Foreign exchange contracts – cash flow hedges
(4.6)
(1.6)
Foreign exchange contracts – held for trading
–
–
Total liability
(4.6)
(1.6)
These fair values are based on market values of equivalent instruments at the Balance Sheet date, comprising £1.2m (2023 – £2.6m) assets included
in trade and other receivables and £5.8m (2023 – £4.2m) liabilities included in trade and other payables. The fair value of currency derivatives that are
designated and effective as cash flow hedges amounting to £4.2m loss (2023 – £1.3m loss) has been deferred in equity.
Fair values
The following table presents an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels
1–3 based on the degree to which the fair value is observable:
Level 1
those fair values derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2
those fair values derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3
those fair values derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data
(unobservable inputs).
There has not been any transfer of assets or liabilities between levels. There are no non-recurring fair value measurements. Level 2 fair values are
derived from future cash flows, of open forward contracts at 31 December, translated by the difference between contractual rates and observable
forward exchange rates.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
150
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
20. Financial instruments continued
31 December 2024
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Assets
Foreign exchange contracts – cash flow hedges
–
1.1
–
1.1
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total assets
–
1.2
–
1.2
Liabilities
Contingent consideration – fair value through profit or loss
–
–
16.5
16.5
Foreign exchange contracts – cash flow hedges
–
5.7
–
5.7
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total liabilities
–
5.8
16.5
22.3
31 December 2023
Level 1
£m
Level 2
£m
Level 3
£m
Total
£m
Assets
Foreign exchange contracts – cash flow hedges
–
2.5
–
2.5
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total assets
–
2.6
–
2.6
Liabilities
Contingent consideration – fair value through profit or loss
–
–
29.0
29.0
Foreign exchange contracts – cash flow hedges
–
4.1
–
4.1
Foreign exchange contracts – held for trading
–
0.1
–
0.1
Total liabilities
–
4.2
29.0
33.2
An amount of £0.1m loss (2023 – £0.7m gain) has been transferred to the Consolidated Income Statement, and is included within operating profit.
Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness assessments to ensure
that an economic relationship exists between the hedged item and hedging instrument. The Group enters into hedge relationships where the critical
terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed.
If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the
hedging instrument, the Group uses the hypothetical derivative method to assess effectiveness.
Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument
exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of the above foreign exchange
contracts this may arise if the timing of the transaction changes from what was originally estimated.
The hedged forecast transactions denominated in foreign currency are expected to occur at various dates during the next 60 months. Amounts
deferred in equity are recognised in the Consolidated Income Statement in the same period in which the hedged items affect profit or loss,
which is generally within 12 months from the Balance Sheet date.
In 2023 and 2024, some cash flow hedging relationships were discontinued because forecast foreign currency transactions were no longer highly
probable and no longer expected to occur. Previously accumulated gains or losses on the forward contracts were immediately reclassified to the
income statement. These forward contracts, and the forward contracts entered to unwind the position, that remained at 31 December 2023
and 31 December 2024 were presented in the Balance Sheet as held for trading assets.
The fair value of contingent consideration is based on the expected present value technique, using risk-adjusted discount rate to discount probability
weighted cashflows.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
151
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
21. Tax balance sheet
Current tax
The current tax receivable of £2.8m (2023 – £2.3m) includes excess tax paid to tax authorities that is expected to be recovered within 12 months by
way of offset against future tax liabilities or refund.
The majority of the Group’s taxable profits arise in countries, including the US, where the estimated tax liabilities are paid in on-account instalments
during the year to which they relate and are largely paid at the Balance Sheet date. The current tax liability of £8.0m (2023 – £10.0m) includes £1.9m
(2023 – £2.3m) tax due on profits of the current and prior years as well as £6.1m (2023 – £7.7m) provisions for tax uncertainties that represent amounts
expected to be paid but by their nature, there is uncertainty over timing and eventual settlement.
The Group recognises provisions for tax items which are considered to have a range of possible tax outcomes and separately accounts for interest that
may be due thereon. These uncertainties exist due to a number of factors including differing interpretations of local tax laws and the determination of
appropriate arm’s length pricing in accordance with OECD transfer pricing principles on internal transactions and financing arrangements. In calculating
the carrying amount of provisions, Management estimates the tax which could become payable as a result of differing interpretations and decisions by
tax authorities in respect of transactions and events whose treatment for tax purposes is uncertain. In accordance with IFRIC 23, individual provisions
are established based on an assessment of whether it is the most likely individual outcome, or the expected outcome on a probability basis that is
likely to best reflect the resolution of the uncertainty. The range of reasonably possible outcomes considered by the Board is not expected to increase
the provision by a material amount.
Deferred tax liabilities and assets
The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period:
Accelerated
tax
depreciation
£m
Unrealised
FX
gains
£m
Goodwill and
intangible
amortisation
£m
Retirement
benefits
£m
R&D
tax credits
£m
Tax
losses
£m
Other
temporary
differences
£m
Total
£m
At 1 January 2023
(17.5)
1.1
(7.7)
(10.2)
2.7
4.2
33.6
6.2
(Charge)/credit to Consolidated
Income Statement
(2.3)
0.1
(0.7)
(0.4)
(1.9)
(0.7)
13.6
7.7
(Charge)/credit to other
comprehensive income
–
(0.9)
–
0.6
–
–
–
(0.3)
Credit direct to equity
–
–
–
–
–
–
0.9
0.9
Exchange differences
1.1
–
0.4
(0.1)
–
(0.1)
(2.1)
(0.8)
At 1 January 2024
(18.7)
0.3
(8.0)
(10.1)
0.8
3.4
46.0
13.7
Reclassification
–
–
–
–
10.0
–
(10.0)
–
(Charge)/credit to Consolidated
Income Statement
(0.8)
(0.5)
(0.7)
(0.8)
5.7
0.7
0.3
3.9
Credit to other
comprehensive income
–
0.8
–
1.1
–
–
–
1.9
Charge direct to equity
–
–
–
–
–
–
(0.8)
(0.8)
Exchange differences
(0.3)
0.1
(0.1)
0.1
0.2
–
0.6
0.6
Asset/(liability)
at 31 December 2024
(19.8)
0.7
(8.8)
(9.7)
16.7
4.1
36.1
19.3
Other temporary differences include assets in the US of £15.1m (2023 – £17.3m) in respect of inventory provisions, accruals and other expenses
where tax relief is only available when items are realised or paid as well other timing differences for interest costs of £10.0m (2023 – £4.9m). Also
included are assets held in respect of IFRS 16 of £2.8m (2023 – £1.9m) and share-based compensation £2.7m (2023 – £3.7m). During the year, R&D
timing differences of £10.0m, expected to become tax deductible in future periods, have been reclassified as part of the total deferred tax asset in
respect of R&D expenditure.
The deferred tax liability in respect of retirement benefits relates primarily to the Senior plc UK defined benefit pension plan £10.9m (2023 – £12.0m),
net of deferred tax assets on other schemes.
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances, after offset:
Year ended
2024
£m
Year ended
2023
£m
Deferred tax assets
27.5
20.7
Deferred tax liabilities
(8.2)
(7.0)
19.3
13.7
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
152
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available, including those arising from the reversal
of other taxable temporary differences, against which the assets can be utilised.
At the Balance Sheet date the Group has recognised deferred tax assets in respect of losses of £4.4m (2023 – £3.4m), including £0.4m (2023 –
£1.6m) recognised against deferred tax liabilities and £4.0m (2023 – £1.8m) recognised based on anticipated profits in the Group’s five year forecast
to 2029 as approved by the Board.
Due to uncertainty as to the availability of future profits against which tax losses may be utilised, £11.7m (2023 – £23.1m) of losses have not been
recognised at the Balance Sheet date, following the recognition of £8.9m of losses in the year. Included in unrecognised tax losses are losses of
£11.4m (2023 – £13.2m) that will expire over a period of one to nine years. Other losses may be carried forward indefinitely.
At the Balance Sheet date, a deferred tax liability of £0.4m (2023 – £0.3m) has been recognised in respect of the aggregate amount of temporary
differences associated with undistributed earnings of subsidiaries expected to reverse in the foreseeable future. No temporary difference has been
recognised in respect of £30.7m (2023 – £28.0m) of undistributed earnings, which may be subject to a withholding tax, as the Group is in a position
to control the timing of the reversal of the temporary differences and it is not probable that such differences will reverse in the foreseeable future.
The Group has determined that the global minimum Top up Tax, which it is required to pay under Pillar II legislation, is an income tax in the scope of
IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the Top up Tax and accounts for it as a
current tax when it is incurred.
At the Balance Sheet date, the Group had £5.0m (2023 – £5.0m) of surplus Advanced Corporation Tax (‘ACT’), previously written off, for which no
deferred tax asset has been recognised as it is unlikely to be recovered in the foreseeable future due to the UK earnings profile. The Group also has
£18.0m (2023 – £18.0m) of unused capital losses.
22. Lease liabilities
When measuring lease liabilities, the Group discounts lease payments using incremental borrowing rates, determined on a lease portfolio basis.
Undiscounted contractual maturity of lease liabilities:
Year ended
2024
£m
Year ended
2023
£m
Amounts payable:
On demand or within one year
14.2
12.7
In the second to fifth years inclusive
39.8
37.7
After five years
49.0
46.7
103.0
97.1
Less: future finance charges
(26.8)
(25.3)
Lease liabilities
76.2
71.8
Amounts recognised in the Consolidated Income Statement:
Year ended
2024
£m
Year ended
2023
£m
Interest on lease liabilities
3.4
2.9
Expenses relating to short-term leases
–
0.1
3.4
3.0
There was no income from sub-leasing right-of-use assets (2023 – £nil). If all lease extension options were fully applied, lease liabilities would increase
by £4.3m at 31 December 2024.
Amounts recognised in the Consolidated Cash Flow Statement
Year ended
2024
£m
Year ended
2023
£m
Cash outflow for leases
13.4
13.1
21. Tax balance sheet continued
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153
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
23. Trade and other payables
Trade and other payables at 31 December comprise the following:
Year ended
2024
£m
Year ended
2023
£m
Current liabilities
Trade payables
107.4
102.1
Social security and PAYE
4.8
5.2
Value added tax
2.3
1.3
Foreign exchange contracts
3.7
2.1
Accrued expenses
78.7
77.7
Total trade and other payables
196.9
188.4
Foreign exchange contracts of £2.1m (2023 – £2.1m), advance payments of £4.4m (2023 – £4.9m) and other long-term liabilities of £2.0m
(2023 – £2.9m) are included in Others, under Non-current liabilities on the Consolidated Balance Sheet.
The Directors consider that the carrying amount of trade payables approximates to their fair value.
The average credit period taken for trade purchases is 61 days (2023 – 58 days).
24. Provisions
Warranty
£m
Restructuring
£m
Legal claims
and contractual
matters
£m
Total
£m
At 1 January 2023
10.8
0.2
8.6
19.6
Additional provision in the year
4.4
2.4
4.4
11.2
Reclassification
4.8
–
(4.8)
–
Utilisation of provision
(1.3)
(2.1)
(0.1)
(3.5)
Release of unused amounts
(0.3)
–
(0.9)
(1.2)
Exchange differences
(0.5)
–
(0.1)
(0.6)
At 1 January 2024
17.9
0.5
7.1
25.5
Additional provision in the year
2.8
–
1.7
4.5
Utilisation of provision
(1.0)
(0.5)
(0.6)
(2.1)
Release of unused amounts
(0.6)
–
(1.5)
(2.1)
Exchange differences
0.1
–
–
0.1
At 31 December 2024
19.2
–
6.7
25.9
Included in current liabilities
4.8
–
6.5
11.3
Warranty
Provisions for warranty costs are based on an assessment of future claims with reference to past experience. Management exercises judgment
to determine the best estimate of the most likely outcome for each provision separately. £4.8m of costs are expected to settle within the next
12 months. The warranty costs include a provision of £11.8m (2023 – £11.0m) related to one specific disputed commercial matter. The range of
reasonably possible outcomes considered by the Board is £6m, which reflects a reasonably possible increase of £4m or decrease of £2m.
No further details on the matter are disclosed to avoid prejudicing the contractual position.
Legal claims and contractual matters
Provisions at 31 December 2024 comprise £6.7m (2023 – £7.1m) relating to contractual matters that have arisen in the ordinary course of business,
the settlement of which are subject to ongoing discussions. Management exercises judgment to determine the best estimate of the most likely
outcome, having considered each provision separately and the possible range of outcomes. Amounts are recorded for known issues based on past
experience of similar items and other known factors and circumstances. As with any judgment there is a high degree of inherent uncertainty,
particularly with legal proceedings and claims, and the actual amounts of the settlement could differ from the amount provided.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
154
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
25. Share capital and share premium
Share capital
At 31 December 2024, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m (2023 – 419.4
million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2024 and 2023. The Company has one class of ordinary
shares which carry no right to fixed income.
Share premium
At 31 December 2024, the Company has share premium of £14.8m (2023 – £14.8m). There was no movement during the year.
26. Equity reserve
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
7.9
6.4
Transfer to retained earnings reserve
(4.6)
(2.6)
Share-based payment charge
4.5
4.1
Balance at 31 December
7.8
7.9
The transfer to retained earnings reserve is in respect of equity-settled share-based payments that vested during the year.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
155
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
27. Hedging and translation reserves
Hedging
reserve
Year ended
2024
£m
Translation
reserve
Year ended
2024
£m
Total
Year ended
2024
£m
Hedging
reserve
Year ended
2023
£m
Translation
reserve
Year ended
2023
£m
Total
Year ended
2023
£m
Balance at 1 January
(36.1)
73.4
37.3
(38.8)
90.3
51.5
Exchange differences on translation of overseas operations
–
4.0
4.0
–
(16.9)
(16.9)
Change in fair value of hedging derivatives
(2.9)
–
(2.9)
3.6
–
3.6
Tax on foreign exchange contracts – cash flow hedges
0.8
–
0.8
(0.9)
–
(0.9)
Balance at 31 December
(38.2)
77.4
39.2
(36.1)
73.4
37.3
Hedging reserve
At 31 December 2024, the hedging reserve comprises net investment hedging losses of £35.2m (2023 – £35.2m), foreign exchange contracts – cash
flow hedge losses of £4.2m (2023 – £1.3m) and related tax gains of £1.2m (2023 – £0.4m).
Movement in fair value of foreign exchange contracts – cash flow hedges:
Derivatives at
fair value
through
Hedging
Reserve
Year ended
2024
£m
Derivatives at
fair value
through
Income
Statement
Year ended
2024
£m
Total
Year ended
2024
£m
Derivatives at
fair value
through
Hedging
Reserve
Year ended
2023
£m
Derivatives at
fair value
through
Income
Statement
Year ended
2023
£m
Total
Year ended
2023
£m
Balance at 1 January
(1.3)
(0.3)
(1.6)
(4.9)
(1.0)
(5.9)
Fair value movement recognised in Hedging reserve
(2.8)
–
(2.8)
2.7
–
2.7
Fair value movement recognised in Income Statement
–
(0.2)
(0.2)
–
1.6
1.6
Fair value movement recognised in Hedging reserve
and Income Statement
(0.1)
0.1
–
0.9
(0.9)
–
Balance at 31 December
(4.2)
(0.4)
(4.6)
(1.3)
(0.3)
(1.6)
The Group uses foreign currency forward contracts to manage its foreign currency risk associated with its highly probable forecast transactions. These
contracts are designated as cash flow hedge relationships. To the extent these hedges are effective, the change in fair value of the hedging instrument
is recognised in the hedging reserve. The sum of the fair value of foreign exchange contracts deferred in the hedging reserve and recognised in the
Income Statement is presented as foreign exchange contracts – cash flow hedges. See Note 20 for further details.
Costs of hedging
The Group designates the forward component of foreign currency forward contracts as hedging instruments in cash flow hedge relationships.
28. Retained earnings
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
368.0
346.5
Dividends paid
(10.1)
(6.6)
Profit for the year
25.9
31.1
Pension actuarial loss
(4.8)
(2.6)
Transfer from equity reserve
4.6
2.6
Transfer from own share reserve
(7.2)
(4.5)
Tax on deductible temporary differences
0.3
1.5
Balance at 31 December
376.7
368.0
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
156
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
29. Own shares
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
(12.8)
(11.7)
Transfer to retained earnings reserve
9.3
4.5
Purchase of new shares
(7.0)
(5.6)
Balance at 31 December
(10.5)
(12.8)
The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust to satisfy options
under the Group’s share option schemes (see Note 32).
At 31 December 2024, the number of own shares held by the Senior Plc Employee Benefit Trust is 6,018,162 (2023 – 6,758,973).
30. Acquisition and other corporate activities
Acquisition of Spencer Aerospace Manufacturing, LLC
On 25 November 2022, the Group acquired substantially all of the assets of Spencer Aerospace Manufacturing, LLC, a leading manufacturer of highly
engineered, high-pressure hydraulic fluid fittings for use in commercial and military aerospace applications, located in Valencia, California, USA.
At 31 December 2024, there is a maximum contingent consideration remaining of $26.6m (£21.2m) potentially payable, in milestone amounts,
dependent on the financial performance of Spencer Aerospace for the period from 1 January 2024 to 31 December 2026. The most likely range of this
remaining contingent element is estimated between $21.6m and $26.6m. The fair value of $20.6m (£16.5m), which includes discounting, has been
recognised at 31 December 2024. The fair value of contingent consideration assumes continuing to expand the relationship with Spencer’s established
customers and leveraging Senior’s strong relationships with OEMs, Tier 1 integrators and after market customers around the world to exploit
opportunities for Spencer Aerospace. In 2024, the fair value change relates to a release of £3.6m for the 2025 earnout target not expected to be
payable as a result of the impact of the well publicised 737 MAX subdued volumes, partly offset by £1.4m interest unwind (2023 – £2.9m interest
unwind). In 2023, $26.6m (£23.9m) deferred consideration net of working capital adjustment was paid.
In 2024, £0.8m costs (2023 – £1.5m) were incurred related to the acquisition.
The movement of deferred and contingent consideration payable and working capital receivable since acquisition date is shown below:
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
29.0
52.0
Cash paid net of working capital received/paid
(10.7)
(23.9)
Change in fair value on acquisition consideration
(2.2)
2.9
Effect of movements in exchange rates
0.4
(2.0)
Balance at 31 December
16.5
29.0
Amounts falling due within one year
13.0
10.5
Amounts falling due after one year
3.5
18.5
Contingent consideration at 31 December
16.5
29.0
Also in 2024, £0.4m costs associated with potential disposal and other corporate activities were incurred (2023 – £3.2m).
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
157
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
31. Notes to the consolidated cash flow statement
A) Reconciliation of operating profit to net cash from operating activities
Year ended
2024
£m
Year ended
2023
£m
Operating profit
40.3
37.9
Adjustments for:
Depreciation of property, plant and equipment
47.3
48.0
Amortisation of intangible assets
3.3
3.7
Profit on sale of fixed assets
–
(0.2)
Share-based payment charges
4.5
4.1
Pension contributions
(0.8)
(1.4)
Pension service and running costs
1.9
1.3
Corporate undertaking costs
(2.3)
(1.9)
Share of joint venture
(1.3)
(1.0)
Increase in inventories
(26.6)
(21.7)
Decrease/(increase) in receivables
4.0
(20.4)
Increase in payables and provisions
5.1
16.8
Restructuring impairment of property, plant and equipment and software
–
1.2
US pension settlement
–
(0.9)
US class action lawsuit
1.1
–
Site relocation costs
1.9
–
Working capital and provisions currency movements
(0.4)
(1.3)
Cash generated by operations
78.0
64.2
Income taxes paid
(7.4)
(5.6)
Interest paid
(21.2)
(17.2)
Net cash from operating activities
49.4
41.4
B) Free cash flow
Free cash flow, a non-statutory item, enhances the reporting of the cash-generating ability of the Group prior to corporate activity such as acquisitions,
restructuring, disposal activities, financing and transactions with shareholders. It is used as a performance measure by the Board and Executive
Committee and is derived as follows:
Notes
Year ended
2024
£m
Year ended
2023
£m
Net cash from operating activities
49.4
41.4
Corporate undertaking costs
9
2.3
1.9
Net restructuring cash paid
0.5
2.1
Site relocation costs
1.6
0.1
US pension settlement cash paid
–
0.9
Interest received
6.6
4.3
Proceeds on disposal of property, plant and equipment
0.1
0.7
Purchases of property, plant and equipment
(41.5)
(33.7)
Purchase of intangible assets
(1.7)
(2.2)
Free cash flow
17.3
15.5
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
158
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
C) Analysis of net debt
Notes
At
1 January
2024
£m
Net
Cash
flow
£m
Non
Cash
£m
Exchange
movement
£m
Other
Lease
movements
£m
At
31 December
2024
£m
Cash and bank balances
47.6
(1.4)
–
(0.7)
–
45.5
Overdrafts
(1.8)
1.8
–
–
–
–
Cash and cash equivalents
45.8
0.4
–
(0.7)
–
45.5
Debt due within one year
–
–
(75.0)
–
–
(75.0)
Debt due after one year
(177.8)
(20.2)
75.0
(0.9)
(123.9)
Lease liabilities(1)
22
(71.8)
10.0
–
(1.5)
(12.9)
(76.2)
Liabilities arising from financing activities
(249.6)
(10.2)
–
(2.4)
(12.9)
(275.1)
Total
(203.8)
(9.8)
–
(3.1)
(12.9)
(229.6)
(1) The change in lease liabilities in the year ended 31 December 2024 includes lease rental payments of £13.4m (£3.4m of these payments relates to lease interest), £1.5m exchange
movement and £12.9m other movements which are related to lease additions and modifications.
Notes
At
1 January
2023
£m
Net
Cash
flow
£m
Non
Cash
£m
Exchange
movement
£m
Other
Lease
movements
£m
At
31 December
2023
£m
Cash and bank balances
43.2
5.5
–
(1.1)
–
47.6
Overdrafts
(0.5)
(1.3)
–
–
–
(1.8)
Cash and cash equivalents
42.7
4.2
–
(1.1)
–
45.8
Debt due within one year
–
–
–
–
–
–
Debt due after one year
(143.2)
(39.9)
5.3
–
(177.8)
Lease liabilities(2)
22
(78.4)
10.2
4.3
(7.9)
(71.8)
Liabilities arising from financing activities
(221.6)
(29.7)
–
9.6
(7.9)
(249.6)
Total
(178.9)
(25.5)
–
8.5
(7.9)
(203.8)
(2) The change in lease liabilities in the year ended 31 December 2023 includes lease rental payments of £13.1m (£2.9m of these payments relates to lease interest), £4.3m exchange
movement and £7.9m other movements, which are related to lease additions and modifications.
Year ended
2024
£m
Year ended
2023
£m
Cash and cash equivalents comprise:
Cash and bank balances
45.5
47.6
Overdrafts
–
(1.8)
Total
45.5
45.8
Cash and cash equivalents (which are presented as a single class of assets on the face of the Consolidated Balance Sheet) comprise cash at bank
and other short-term highly liquid investments with a maturity of three months or less. The Directors consider that the carrying amount of cash
and cash equivalents approximates to their fair value.
31. Notes to the consolidated cash flow statement continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
159
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
31. Notes to the consolidated cash flow statement continued
D) Analysis of working capital and provisions
Working capital comprises the following:
Year ended
2024
£m
Year ended
2023
£m
Inventories
236.0
207.5
Trade and other receivables
137.2
141.7
Trade and other payables
(196.9)
(188.4)
Working capital, including derivatives
176.3
160.8
Items excluded:
Foreign exchange contracts
2.7
0.1
Total
179.0
160.9
Working capital and provisions movement, net of restructuring items, a non-statutory cash flow item, is derived as follows:
Year ended
2024
£m
Year ended
2023
£m
Increase in inventories
(26.6)
(21.7)
Decrease/(increase) in receivables
4.0
(20.4)
Increase in payables and provisions
5.1
16.8
Working capital and provisions movement, excluding currency effects
(17.5)
(25.3)
Items excluded:
Increase in restructuring related inventory impairment
–
(2.0)
Decrease/(increase) in net restructuring provision and other receivables
0.5
(0.3)
Total
(17.0)
(27.6)
32. Share-based payments
The Group recognised total expenses of £4.8m (2023 – £4.7m) related to share-based payments, of which £4.5m (2023 – £4.1m) related to equity-
settled share-based payments, and £0.3m (2023 – £0.6m) related to social security costs on share-based payments. As at 31 December 2024,
the Group had a liability of £0.9m (2023 – £1.1m) arising from share-based payments relating to social security costs.
A) 2014 Long-Term Incentive Plan
Equity-settled Long-Term Incentive Plans
On 29 April 2024, 4,138,155 shares were awarded under the 2014 Long-Term Incentive Plan. Awards made under this plan have a three-year vesting
period, and are subject to the following equally weighted performance conditions: adjusted earnings per share (EPS), total shareholder return (TSR),
and for awards granted from 2021, there is also a return on capital employed (ROCE) performance condition. The adjusted EPS and ROCE
performance conditions’ targets are expressed as absolute numbers for the final financial year of the three-year performance period. The threshold of
the TSR performance condition requires the Company’s TSR performance to fall within the top half of a comparator group at the end of the three-year
performance period. Vesting levels increase with higher performance. The awards are settled by delivering shares to the participants.
The estimated fair value for the awards granted in the year, excluding for the Executive Directors, with EPS and ROCE conditions is 164.40p, which is
the share price at the date of grant. The estimated fair value for the awards granted in the year, excluding for the Executive Directors, with TSR
conditions is 119.40p per share reflecting an adjustment of 33% to the fair value of the awards with EPS conditions due to the stringent TSR condition.
The respective fair values for awards made to the Executive Directors is 141.1p and 102.7p reflecting the two-year retention period.
These fair values were calculated by applying a binomial option pricing model. This model incorporates a technique called “bootstrapping”, which
models the impact of the TSR condition. The model inputs at the date of grant were the share price (164.40p for the main award), expected volatility
of 46% per annum, and the performance conditions as noted above. Expected volatility was determined by calculating the historical volatility of the
Group’s share price over the previous three years.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
160
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
32. Share-based payments continued
On 6 August 2024, 74,797 additional shares were awarded with three-year vesting period and subject to the same performance conditions mentioned
above. In addition, one off 50,000 shares were also awarded on 26 September 2024. This award, which will vest on or after 16 March 2026, is subject to
the performance conditions applied to the awards granted on 14 March 2023 to other executives under the Senior plc 2014 Long-Term Incentive Plan.
There were also 30,879 dividend equivalent shares awarded and exercised in 2024.
The following share awards were outstanding as at 31 December 2024 and 2023:
Year ended
2024
Number of
shares
Year ended
2023
Number of
shares
Outstanding at 1 January
13,137,108 11,038,212
Granted
4,293,831
5,159,842
Exercised
(2,569,383)
–
Forfeited
(1,522,688) (3,060,946)
Outstanding at 31 December
13,338,868
13,137,108
B) Enhanced SMIS Deferred Share Award
On 15 March 2024, 936,736 shares were awarded under the Enhanced SMIS Deferred Share Award. Shares earned under this award have a
three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no performance criteria for this
award.
The awards are settled by delivering shares to the participants.
There were also 8,125 dividend equivalent shares awarded and exercised in 2024.
The estimated fair value for the awards granted in the year is 176.80p per share, which is the share price at the date of grant.
The following share awards were outstanding as at 31 December 2024 and 2023:
Year ended
2024
Number of
shares
Year ended
2023
Number of
shares
Outstanding at 1 January
3,135,225
2,542,363
Granted
944,861
1,250,446
Exercised
(686,403)
(657,584)
Outstanding at 31 December
3,393,683
3,135,225
C) Savings-Related Share Option Plan
The Company operates a Savings-Related Share Option Plan for eligible employees across the Group. There are no performance criteria for this
arrangement and options are issued to all participants in accordance with the HM Revenue & Customs rules for such savings plans. Savings-Related
Share Options were last issued on 5 May 2023.
The following options were outstanding as at 31 December 2024 and 2023:
Year ended 2024
Year ended 2023
Number of
share
options
Weighted
average
exercise
price
Number of
share
options
Weighted
average
exercise
price
Outstanding at 1 January
4,942,990
138.66p
2,956,614
124.90p
Granted
–
–
2,737,695
156.30p
Exercised
(1,538,946)
118.40p
(6,315)
118.40p
Forfeited
(912,768)
137.05p
(745,004)
149.06p
Outstanding at 31 December
2,491,276
151.77p
4,942,990
138.66p
Exercisable at 31 December
298,041
118.40p
–
–
1,538,946 shares were exercised in 2024 (2023 – 6,315 shares). The options outstanding at 31 December 2024 had exercise prices of 156.30p and
118.40p per share, and a weighted average remaining contractual life of 1.7 years. The options outstanding at 31 December 2023 had exercise prices
of 156.30p and 118.40p per share, and a weighted average remaining contractual life of 2.0 years.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
161
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
D) Restricted Share Awards
On 15 March 2024, 325,000 shares and on 29 April 2024, 30,000 additional shares were awarded under this plan. Shares granted under this award
have a three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no performance criteria for
this award. The awards are settled by delivering shares to the participants.
The estimated fair value for the awards granted in the year is 176.80p per share, which is the share price at the date of grant.
The following share awards were outstanding as at 31 December 2024 and 2023:
Year ended
2024
Number of
shares
Year ended
2023
Number of
shares
Outstanding at 1 January
540,000
1,823,950
Granted
355,000
245,000
Exercised
(100,000)
(1,528,950)
Forfeited
(20,000)
–
Outstanding at 31 December
775,000
540,000
33. Retirement benefit schemes
The Group operates a number of pension plans in the UK, North America and Europe. These include both defined contribution arrangements and
defined benefit arrangements. The Senior plc Pension Plan ("the UK Plan"), which is a funded scheme in the UK and closed to future accrual at the end
of 6 April 2014, has the largest pension obligation in the Group and Company. This plan provides benefits based on final pensionable emoluments for
the employees of the Group and Company. The latest full actuarial valuation was carried out as at 5 April 2022 and, for the purposes of accounting
under IAS19, this valuation has been rolled forward to 31 December 2024.
In addition, the Group operates one defined benefit plan in the US, following settlement of a second plan in 2023. This plan was closed to future
participants from September 2013, and the Executive section was also closed to future accruals from December 2013.
Separate disclosure is made for the funded UK and US defined benefit arrangements. In both the UK and US, the assets of funded plans are held in
separate trustee administered funds managed by independent financial institutions and have pension costs assessed by consulting actuaries using the
Projected Unit Method. The Trustees are required to act in the best interests of the plans’ beneficiaries.
The Group also has a small number of unfunded post-retirement plans, including a closed healthcare scheme in the US. Separate disclosure is provided
for these arrangements.
Further details on the arrangement of the UK Plan are given below.
The Trustee of the UK Plan is Senior Trustee Limited. The appointment of the Directors to the Board is determined by the Articles of Association
of Senior Trustee Limited. There are seven Trustee Directors in total and in accordance with statutory requirements under the Pensions Act 2004,
at least one-third of trustees must be a Member Nominated Director. Currently, there are three Member Nominated Directors and four Directors
who have been nominated by the Company, of which the Chairman and one other Director are viewed as independent.
The UK Plan exposes the Company to a number of risks. In particular:
• Uncertainty in benefit payments – the value of the obligations will ultimately depend on the amount of benefits paid out. This in turn will depend
on factors such as the level of inflation and how long individuals live.
• Volatility in asset values – the value of the assets held to meet future benefit payments is volatile, for example due to changes in stock markets
and interest rates.
• Uncertainty in cash funding – movements in the value of the UK Plan’s obligations or assets may result in the Company being required to provide
higher levels of cash funding.
The investment strategy for the UK Plan is decided by the Trustee in consultation with Senior plc. The primary investment objective is for the Plan to be
able to meet benefit payments as they fall due. The UK Plan’s average duration is around 11 years and benefits are expected to be paid for the next
60 years. These cash flow payments are expected to reach a peak around 2031, and gradually decline thereafter as the membership matures. In setting
this strategy, the Trustee considers a wide range of asset classes, the risk and rewards of a number of possible asset allocation options, the sustainability
of each asset class within each strategy, and the need for appropriate diversification between different asset classes. The Trustee’s current investment
strategy is to invest 100% in lower risk assets, consisting of corporate bonds, liability driven investments (“LDI”), gilts and cash. The LDI allocation
helps to mitigate investment risk for the UK Plan by minimising the fluctuations in the UK Plan’s funding levels arising from changes in the value of the
liabilities. This is achieved through hedging movements in the funding liabilities caused by changes in interest rates and inflation expectations.
The Trustee continues to review its investment strategy and adjust it in response to changes in the Plan’s funding position and/or market conditions.
The UK Plan was in a surplus position of £24.5m as at 5 April 2022 when measured on the Trustee's funding basis and is in a surplus position of
£43.5m as at 31 December 2024 (31 December 2023 – £48.5m surplus) when measured on an IAS 19 basis. The difference between the triennial
funding and annual IAS 19 valuation relates to the assumptions used. For example, the funding discount rate is based on the UK Plan’s stated
investment strategy, as opposed to the yields available on corporate bonds for the IAS 19 discount rate.
32. Share-based payments continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
162
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
The IAS 19 surplus position on the UK Plan is recognised as an asset in the Consolidated and Company Balance Sheet, with no requirement to
recognise an additional liability on the UK Plan, on the grounds that the Company has an unconditional right to a refund, assuming the gradual
settlement of Plan liabilities over time until all members have left. In considering this, the Company has taken into account that the Trustees do not
have unilateral powers to wind up the Plan or modify benefits.
Cash contributions to the UK Plan are set by agreement between the Company and the Trustee of the UK Plan. These are set in accordance with
legislation and take account of the intention to further reduce the risk associated with the UK Plan’s investment strategy, as set out above. The
contributions were last reviewed as at 5 April 2022 and were based on a forecast surplus at that time, as part of the 2022 triennial funding valuation.
The Company agreed with the Trustee of the UK Plan to make scheduled contributions in respect of administrative expenses and PPF levies from
5 April 2022 until 30 June 2022, with no further contributions after this date. The estimated contributions expected to be paid during 2025 in the
US funded plans is £0.4m.
The Group is ultimately responsible for making up any shortfall in the UK Plan over a period agreed with the Trustees. To the extent that actual
experience is different from that assumed, the funding position will be better or worse than anticipated. As such, the contributions required by the
Group could vary in the future.
In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others relating to
the validity of certain historical pension changes due to the lack of actuarial confirmation required by law. In July 2024, the Court of Appeal dismissed
the appeal brought by Virgin Media Ltd against aspects of the June 2023 decision. The Company and pension trustees are currently considering the
implications of the case for the UK Plan. The defined benefit obligation has been calculated on the basis of the pension benefits currently being
administered, and at this stage the Directors do not consider it necessary to make any adjustments as a result of the Virgin Media case.
a) Defined contribution schemes
The Group has a number of different defined contribution and government-sponsored arrangements in place in the countries in which it operates.
None of these are individually material to the Group and the aggregate cost of such schemes for the period was £11.5m (2023 – £10.2m).
b) Defined benefit schemes
The amount included in the Consolidated Balance Sheet arising from the Group’s obligations in respect of its defined benefit plans is set out below.
31 December 2024
31 December 2023
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
Present value of defined benefit obligations
(181.9)
(33.5)
(5.4)
(220.8)
(199.2)
(37.3)
(5.2)
(241.7)
Fair value of plan assets
225.4
32.1
–
257.5
247.7
34.5
–
282.2
Plan surplus/(deficit) per Consolidated Balance
Sheet
43.5
(1.4)
(5.4)
36.7
48.5
(2.8)
(5.2)
40.5
c) Movements in the present value of defined benefit obligations were as follows:
31 December 2024
31 December 2023
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
At 1 January
199.2
37.3
5.2
241.7
198.4
49.4
5.4
253.2
Current service cost
–
0.2
0.5
0.7
–
0.3
0.2
0.5
Interest cost
8.8
1.7
0.1
10.6
9.3
2.0
0.1
11.4
Experience on benefit obligations
0.6
(0.8)
–
(0.2)
1.9
(0.3)
–
1.6
Actuarial (gains)/losses – financial
(17.3)
(2.1)
0.1
(19.3)
4.7
(0.9)
0.1
3.9
Actuarial losses/(gains) – demographic
2.6
–
–
2.6
(3.0)
–
–
(3.0)
Benefits paid
(12.0)
(3.3)
(0.4)
(15.7)
(12.1)
(3.0)
(0.5)
(15.6)
Settlement
–
–
–
–
–
(8.1)
–
(8.1)
Exchange differences
–
0.5
(0.1)
0.4
–
(2.1)
(0.1)
(2.2)
At 31 December
181.9
33.5
5.4
220.8
199.2
37.3
5.2
241.7
33. Retirement benefit schemes continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
163
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
d) Movements in the fair value of plan assets were as follows:
31 December 2024
31 December 2023
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
At 1 January
247.7
34.5
–
282.2
250.2
42.7
–
292.9
Interest on plan assets
11.0
1.6
–
12.6
11.8
1.7
–
13.5
Actual return on plan assets less interest
(20.1)
(1.6)
–
(21.7)
(1.4)
1.3
–
(0.1)
Contributions from employer
–
0.4
–
0.4
–
1.5
–
1.5
Benefits paid
(12.0)
(3.3)
–
(15.3)
(12.1)
(3.0)
–
(15.1)
Running costs
(1.2)
–
–
(1.2)
(0.8)
–
–
(0.8)
Settlement
–
–
–
–
–
(7.8)
–
(7.8)
Exchange differences
–
0.5
–
0.5
–
(1.9)
–
(1.9)
At 31 December
225.4
32.1
–
257.5
247.7
34.5
–
282.2
e) Amounts recognised in the Consolidated Income Statement in respect of these defined benefit schemes are as follows:
31 December 2024
31 December 2023
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
Current service cost included within operating
profit
–
0.2
0.5
0.7
–
0.3
0.2
0.5
Running costs
1.2
–
–
1.2
0.8
–
–
0.8
Charge included within operating profit
1.2
0.2
0.5
1.9
0.8
0.3
0.2
1.3
Included within finance income
(2.2)
0.1
0.1
(2.0)
(2.5)
0.3
0.1
(2.1)
Amount recognised in the Income Statement
(1.0)
0.3
0.6
(0.1)
(1.7)
0.6
0.3
(0.8)
f) Amounts recognised in other comprehensive income are as follows:
31 December 2024
31 December 2023
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
UK plans
funded
£m
US plans
funded
£m
Unfunded
plans
£m
Total
£m
Net actuarial gain/(losses) in the year due to:
– Change in financial assumptions
17.3
2.1
(0.1)
19.3
(4.7)
0.9
(0.1)
(3.9)
– Change in demographic assumptions
(2.6)
–
–
(2.6)
3.0
–
–
3.0
– Experience adjustments on benefit obligations
(0.6)
0.8
–
0.2
(1.9)
0.3
–
(1.6)
Actual return on plan assets less interest on
benefit obligations
(20.1)
(1.6)
–
(21.7)
(1.4)
1.3
–
(0.1)
(Losses)/gains recognised in other
comprehensive income
(6.0)
1.3
(0.1)
(4.8)
(5.0)
2.5
(0.1)
(2.6)
Actuarial losses of £4.8m (2023 – £2.6m) have been recognised in the Statement of Comprehensive Income. The cumulative amount of actuarial
losses recognised in the Statement of Comprehensive Income as at 31 December 2024 is £53.5m (2023 – £48.7m).
g) Assets and assumptions in funded plans
UK plans funded
US plans funded
2024
£m
2023
£m
2024
£m
2023
£m
Fair value of plan assets
Bonds
99.4
105.7
32.1
34.5
Gilts
118.0
136.0
–
–
Cash and net current assets
8.0
6.0
–
–
Total
225.4
247.7
32.1
34.5
Actual return on plan assets
(9.1)
10.4
–
3.0
The UK Plan’s assets are invested in pooled funds, which are invested exclusively within instruments with quoted market prices in an active market,
with the exception of the Plan’s holdings in insurance annuity policies which are included in cash and net current assets, valued at £3.1m (2023 – £3.6m).
The value of the invested assets has been measured at bid value and the value of the scheme benefits covered by the insurance annuity policies has
been set equal to the value of the corresponding obligations.
33. Retirement benefit schemes continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
164
FINANCIAL
STATEMENTS
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS CONTINUED
The Plan’s corporate bond allocation is split between an actively managed mandate and a "buy and maintain" mandate, which seeks to hold a high quality
portfolio while minimising portfolio turnover. Both mandates are predominantly invested in investment grade UK corporate bonds and are exposed to a
fairly typical range of UK businesses. The majority of the Plan’s gilts are passively invested in a range of UK fixed-interest and index-linked government
bonds, with the remainder actively invested in a range of swap instruments linked to movements in government bond prices. The risks associated with
the Plan’s bond and gilt investments are largely offset by corresponding risks present within the pricing of the Plan’s benefit obligations.
The UK Plan does not invest directly in property occupied by the Company or in financial securities issued by the Company.
UK plans funded
US plans funded
2024
2023
2024
2023
Major assumptions (per annum %)
Inflation
3.30%
3.20%
N/A
N/A
Increase in salaries
N/A
N/A
N/A
N/A
Increase in pensions
3.10%
3.00%
0.00%
0.00%
Increase in deferred pensions
3.30%
3.20%
0.00%
0.00%
Rate used to discount plan liabilities
5.40%
4.50%
5.63%
5.00%
Life expectancy of a male aged 65 at the year-end
20.3
20.2
19.8
19.7
Life expectancy of a male aged 65, 20 years after the year-end
21.7
21.6
21.4
21.3
Benefits under the US funded plans are not linked to inflation.
The UK Plan retirement benefit obligation is discounted at a rate set by reference to market yields at the end of the reporting period on high quality
corporate bonds. Estimation is required when setting the criteria for bonds to be included in the population from which the yield curve is derived. The
most significant criteria considered for the selection of bonds include the issue size of the corporate bonds, quality of the bonds and the identification
of outliers which are excluded. The assumption for estimating future Retail Price Index (RPI) inflation is based on the difference in yields on fixed-
interest and index-linked gilts. Demographic assumptions are set broadly in line with the most recent actuarial valuation of the UK plan. The mortality
assumption is 95% of standard mortality tables with an allowance for future improvements in line with the CMI 2023 enhanced projections, with a
long-term annual rate of improvement of 1.25% for males and for females, with no weighting on 2020 and 2021 mortality data and a 20% weighting
on each of 2022 and 2023 mortality data to make an allowance for the longer term impact of Covid-19 and other factors.
For the UK Plan, the estimated impact on the plan surplus at 31 December 2024 for changes in assumptions is as follows:
Increase/
(decrease)
in plan surplus
£m
0.5% decrease in the discount rate
(9.1)
One-year increase in life expectancy
(7.5)
0.5% increase in inflation
(5.4)
These sensitivities have been calculated to show the movement in the surplus, including allowance for an increase to the value of insured annuity
assets, but assuming no other changes in assets as at 31 December 2024. This is unlikely in practice – for example, a change in discount rate is
unlikely to occur without any movement in the value of the assets held by the Plan.
h) Other post-retirement liabilities
This balance comprises an unfunded German pension plan of £2.5m (2023 – £2.6m), unfunded closed pension and post-retirement healthcare plans in
the US of £0.4m (2023 – £0.4m), a provision for post-retirement payments in France of £1.4m (2023 – £1.4m) and £1.1m for post-retirement payments
in Thailand (2023 – £0.8m).
The closed pension and post-retirement healthcare plans in the US have been valued on a Projected Unit Method using a discount rate of 5.63%
(2023 – 5.0%). No participants were eligible for medical benefits under the healthcare plan in 2024. The German plan has been subject to formal
actuarial valuation on a Projected Unit Method with the following assumptions: discount rate 3.17%, salary growth nil% and pension increase 2.2%
(2023 – 3.7%, nil% and 2.2%). In France, the provision arises from a legal obligation to make payments to retirees in the first two years post-
retirement. Hence, it is not subject to discounting to the same extent as the other longer-term post-retirement liabilities. The Thailand plan has been
subject to a formal actuarial valuation on a Projected Unit Method with the following assumptions: discount rate 3.75%, inflation rate 3.0% and salary
growth 6.0% (2023 – 3.75%, 3.0% and 6.0%).
34. Contingent liabilities
The Group is subject to various claims which arise from time to time in the course of its business including, for example, in relation to commercial
matters, product quality or liability, and tax audits. Where the Board has assessed there to be a more likely than not outflow of economic benefits,
provision has been made for the best estimate as at 31 December 2024 (see Note 24). For all other matters, the Board has concluded that it is not
more likely than not that there will be an economic outflow of benefits. While the outcome of some of these matters cannot be predicted with any
certainty, the Directors do not expect any of these arrangements, legal actions or claims, after allowing for provisions already made where appropriate,
to result in significant loss to the Group.
33. Retirement benefit schemes continued
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
165
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
Notes
Year ended
2024
£m
Year ended
2023
£m
Non-current assets
Investment in subsidiaries
37
259.9
259.9
Property, plant and equipment
38
1.3
1.1
Other intangible assets
36
0.2
0.3
Other receivables
39
93.9
31.2
Retirement benefits
48
43.5
48.5
Total non-current assets
398.8
341.0
Current assets
Other receivables
39
64.6
154.8
Cash and bank balances
45
1.8
1.2
Total current assets
66.4
156.0
Total assets
465.2
497.0
Current liabilities
Trade and other payables
41
81.0
61.6
Lease liabilities
46
0.3
0.3
Bank overdrafts and loans
40
75.0
–
Total current liabilities
156.3
61.9
Non-current liabilities
Bank and other loans
40
50.5
150.5
Lease liabilities
46
0.5
0.8
Deferred tax liabilities
47
9.4
8.9
Total non-current liabilities
60.4
160.2
Total liabilities
216.7
222.1
Net assets
248.5
274.9
Equity
Issued share capital
42
41.9
41.9
Share premium account
14.8
14.8
Equity reserve
7.8
7.9
Retained earnings
43
194.5
223.1
Own shares
44
(10.5)
(12.8)
Total equity
248.5
274.9
The loss for the Company for the year ended 31 December 2024 was £11.1m (2023 – £35.6m profit).
The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue
on 28 February 2025. They were signed on its behalf by:
David Squires
Bindi Foyle
Director
Director
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
166
FINANCIAL
STATEMENTS
COMPANY STATEMENT OF
CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
All equity is attributable to equity holders of the Company
Notes
Issued
share
capital
£m
Share
premium
account
£m
Equity
reserve
£m
Retained
earnings
£m
Own
shares
£m
Total
equity
£m
Balance at 1 January 2023
41.9
14.8
6.4
199.4
(11.7)
250.8
Profit for the year 2023
–
–
–
35.6
–
35.6
Actuarial losses on defined benefit pension schemes
–
–
–
(5.0)
–
(5.0)
Tax relating to components of other comprehensive income
–
–
–
1.3
–
1.3
Total comprehensive income for the period
–
–
–
31.9
–
31.9
Share-based payment charge
–
–
4.1
–
–
4.1
Tax relating to share-based payments
–
–
–
0.3
–
0.3
Purchase of shares held by employee benefit trust
44
–
–
–
–
(5.6)
(5.6)
Use of shares held by employee benefit trust
44
–
–
–
(4.5)
4.5
–
Transfer to retained earnings
43
–
–
(2.6)
2.6
–
–
Dividends paid
11
–
–
–
(6.6)
–
(6.6)
Balance at 31 December 2023
41.9
14.8
7.9
223.1
(12.8)
274.9
Loss for the year 2024
–
–
–
(11.1)
–
(11.1)
Actuarial losses on defined benefit pension schemes
–
–
–
(6.0)
–
(6.0)
Tax relating to components of other comprehensive income
–
–
–
1.5
–
1.5
Total comprehensive income for the period
–
–
–
(15.6)
–
(15.6)
Share-based payment charge
–
–
4.5
–
–
4.5
Tax relating to share-based payments
–
–
–
(0.3)
–
(0.3)
Purchase of shares held by employee benefit trust net of
repayments
44
–
–
–
2.1
(7.0)
(4.9)
Use of shares held by employee benefit trust
44
–
–
–
(9.3)
9.3
–
Transfer to retained earnings
43
–
–
(4.6)
4.6
–
–
Dividends paid
11
–
–
–
(10.1)
–
(10.1)
Balance at 31 December 2024
41.9
14.8
7.8
194.5
(10.5)
248.5
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
167
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
35. Accounting policies
Basis of accounting (Company only)
These Financial Statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).
In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international
accounting standards (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006 and has taken
advantage of the FRS 101 disclosure exemptions for share-based payments, financial instruments, fair value measurements, capital management,
presentation of a cash flow statement, disclosure of related party transactions and income taxes in connection with Pillar II disclosures.
The Financial Statements have been prepared on the historical cost basis. They have also been prepared on the going concern basis, as set out in
the basis of preparation, Note 2 to the Consolidated Financial Statements. The principal accounting policies adopted are the same as those set out
in Note 2 to the Consolidated Financial Statements, except in respect of investments in subsidiaries, which are stated at cost less, where appropriate,
provisions for impairment. The carrying values of investments in subsidiaries are reviewed for impairment if events or changes in circumstances
indicate the carrying values may not be recoverable.
The Company is incorporated in England and Wales under the Companies Act.
36. Other intangible assets
Year ended
2024
Computer
software
£m
Year ended
2023
Computer
software
£m
Cost
At 1 January
1.1
0.8
Additions
–
0.3
At 31 December
1.1
1.1
Amortisation
At 1 January
0.8
0.7
Charge for the year
0.1
0.1
At 31 December
0.9
0.8
Carrying amount at 31 December
0.2
0.3
37. Investments in subsidiaries
A list of the significant investments in subsidiaries, including the name, country of incorporation, and proportion of ownership interest is given
on pages 175 to 176.
Year ended
2024
£m
Year ended
2023
£m
At 1 January and 31 December
259.9
259.9
Impairment provision at 31 December 2024 was £nil (2023 – £nil). Despite the near-term temporary headwinds announced in October 2024, the Board
concluded that these events did not trigger an investment impairment assessment as at 31st December 2024 given the long-term growth prospects
which underpin the recoverable amount of the investment held by the Company.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
168
FINANCIAL
STATEMENTS
38. Property, plant and equipment
Year ended
2024
Plant and
equipment
£m
Year ended
2023
Plant and
equipment
£m
Cost
At 1 January
2.5
2.3
Additions
0.6
0.2
At 31 December
3.1
2.5
Accumulated depreciation
At 1 January
1.4
1.2
Charge for the year
0.4
0.2
At 31 December
1.8
1.4
Carrying amount at 31 December
1.3
1.1
The carrying amount includes £0.7m of right-of-use assets (2023 – £1.0m)
39. Other receivables
Other receivables comprise the following:
Year ended
2024
£m
Year ended
2023
£m
Other receivables: amounts due more than one year
Due from subsidiaries
93.9
31.2
93.9
31.2
Other receivables: amounts due within one year
Value added tax
0.3
0.5
Prepayments and accrued income
1.2
1.3
Due from subsidiaries
63.1
153.0
64.6
154.8
Total other receivables
158.5
186.0
The Directors consider that the carrying amount of debtors approximates to their fair value. The maximum exposure to credit risk at the reporting date
is the fair value of each class of receivable above. The Company does not hold any collateral as security.
The carrying amounts due from subsidiaries approximates to their fair value. There are no past due receivable balances and expected credit losses are
immaterial (2023 – immaterial).
As at 31 December 2024, other receivables due in more than one year consist of £6.8m (2023 – £6.8m) due in accordance with the vesting periods
of share-based payments and £87.1m (2023 – £24.4m) of loans to subsidiaries at market rates of interest, including £64.0m of loans due from
subsidiaries that were re-evaluated as non-current following a review of when the Company expects the loans to be realised.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
169
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
40. Bank overdrafts and loans
Year ended
2024
£m
Year ended
2023
£m
Bank loans
27.5
52.1
Other loans
98.0
98.4
Total
125.5
150.5
The borrowings are repayable as follows:
On demand or within one year
75.0
–
In the second year
–
74.2
In the third to fifth years inclusive
50.5
76.3
After five years
–
–
125.5
150.5
Less: amount due for settlement within 12 months (shown under current liabilities)
(75.0)
–
Amount due for settlement after 12 months
50.5
150.5
At 31 December 2024, bank loans are £28.4m and there are £0.9m of capitalised revolving credit facility transaction costs. At 31 December 2023,
bank loans were £53.2m and there were £1.1m of capitalised revolving credit facility transaction costs.
Analysis of borrowings by currency
Tuesday, 31 December 2024
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Total
£m
Bank loans
21.1
–
6.4
27.5
Other loans
27.0
23.0
48.0
98.0
48.1
23.0
54.4
125.5
Sunday, 31 December 2023
Pound
Sterling
£m
Euros
£m
US
Dollars
£m
Total
£m
Bank loans
15.9
–
36.2
52.1
Other loans
27.0
24.2
47.2
98.4
42.9
24.2
83.4
150.5
The weighted average interest rates paid were as follows:
Year ended
2024
%
Year ended
2023
%
Bank loans and overdrafts
6.80
6.57
Other loans
2.82
2.82
Bank loans of £28.4m (2023 – £53.2m) are arranged at floating rates, thus exposing the Company to cash flow interest rate risk. Other borrowings are
mainly arranged at fixed interest rates and expose the Company to fair value interest rate risk. No interest rate swaps were taken out in 2023 or 2024.
Transaction costs of £1.0m (2023 – £1.1m) have been deducted from the bank loans carrying value. Transaction costs of £0.1m (2023 – £0.2m), directly
attributable to the GBP notes (£nil), the Euro notes (£0.1m) and the US Dollar notes (£nil) have been deducted from the carrying value of Other loans.
The Directors estimate the fair value of the Company's borrowings to be as follows:
Year ended
2024
£m
Year ended
2023
£m
Bank loans and overdrafts
27.5
52.1
Other loans
96.6
93.7
124.1
145.8
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
170
FINANCIAL
STATEMENTS
41. Trade and other payables
Trade and other payables comprise the following:
Year ended
2024
£m
Year ended
2023
£m
Trade and other payables: amounts falling due within one year
Trade payables
2.3
3.7
Social security and PAYE
0.2
0.2
Other payables and accruals
8.1
9.2
Due to subsidiaries
70.4
48.5
Total trade and other payables
81.0
61.6
The Directors consider that the carrying amount of trade payables approximates to their fair value.
42. Issued share capital
At 31 December 2024, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m (2023 – 419.4
million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2024 and 2023. The Company has one class of ordinary
shares which carry no right to fixed income.
43. Retained earnings
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
223.1
199.4
Dividends paid
(10.1)
(6.6)
(Loss)/profit for the year
(11.1)
35.6
Pension actuarial loss
(6.0)
(5.0)
Transfer from equity reserve
4.6
2.6
Transfer from own share reserve
(7.2)
(4.5)
Tax on deductible temporary differences
1.2
1.6
Balance at 31 December
194.5
223.1
In accordance with Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income,
including the Income Statement and related Notes.
44. Own shares
Year ended
2024
£m
Year ended
2023
£m
Balance at 1 January
(12.8)
(11.7)
Transfer to retained earnings
9.3
4.5
Purchase of new shares
(7.0)
(5.6)
Balance at 31 December
(10.5)
(12.8)
The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust to satisfy options
under the Group’s share option schemes (see Note 32).
The nominal value of each share is £0.1 (2023 – £0.1). The total number of treasury shares at 31 December 2024 is 6,018,162 (2023 – 6,758,973).
45. Cash and bank balances
Year ended
2024
£m
Year ended
2023
£m
Cash and cash equivalents comprise:
Cash
1.8
1.2
Cash and bank balances held by the Company (which are presented as a single class of assets on the face of the Balance Sheet) comprise cash at
bank and other short-term highly liquid investments with a maturity of three months or less. The Directors consider that the carrying amount of cash
and cash equivalents approximate to their face value.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
171
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
46. Lease liabilities
When measuring lease liabilities, the Company discounts lease payments using incremental borrowing rates, determined on a lease portfolio basis.
Undiscounted contractual maturity of lease liabilities:
Year ended
2024
£m
Year ended
2023
£m
Amounts payable:
On demand or within one year
0.3
0.3
In the second to fifth years inclusive
0.5
0.8
After five years
–
–
0.8
1.1
Less: future finance charges
–
–
Lease liabilities
0.8
1.1
There was no income from sub-leasing right-of-use assets (2023 – £nil). The Company recognised lease cash outflow of £0.3m (2023 – £0.3m).
As at the date of approving the accounts, the Company has guaranteed £0.4m (2023 – £0.4m) of annual lease commitments of a current subsidiary entity.
47. Tax balance sheet
Deferred tax liabilities
The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior
reporting period:
Accelerated
tax
depreciation
£m
Retirement
benefits
£m
Share-based
payments
£m
Tax
losses
£m
Total
£m
At 1 January 2023
(0.3)
13.0
(0.8)
(3.1)
8.8
Charge to income
0.1
0.4
(0.3)
1.5
1.7
Charge to equity
–
–
(0.3)
–
(0.3)
Credit to other comprehensive income
–
(1.3)
–
–
(1.3)
At 1 January 2024
(0.2)
12.1
(1.4)
(1.6)
8.9
Charge to income
0.2
0.3
–
1.2
1.7
Charge to equity
–
–
0.3
–
0.3
Credit to other comprehensive income
–
(1.5)
–
–
(1.5)
As at 31 December 2024
–
10.9
(1.1)
(0.4)
9.4
Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so. The following is the analysis of the deferred
tax balances, after offset:
Year ended
2024
£m
Year ended
2023
£m
Deferred tax liabilities
9.4
8.9
At the Balance Sheet date, the Company has unused capital losses of £15.6m (2023 – £15.6m) available for offset against future capital gains.
No deferred tax asset has been recognised as no such capital gains are anticipated to arise in the foreseeable future.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
172
FINANCIAL
STATEMENTS
48. Retirement benefit scheme
The Company's defined benefit scheme is shown in Note 33 in the "UK plans funded" column.
49. Related party transactions
Barbara Jeremiah, Senior Independent Non-Executive Director and Chair of the Remuneration Committee was appointed a non-executive director of
Johnson Matthey Plc with effect from 1 July 2023. Johnson Matthey Plc, a related party of the Group, has been renting excess car parking space from
one of the Group’s operating businesses on a rolling monthly basis. The lease contract was in place prior to the acquisition of Thermal Engineering in
2013 by the Group. In 2024, £0.07m car park rental was received (2023 – £0.06m). There are no outstanding amounts at 31 December 2024
(31 December 2023 – £nil).
The remuneration of the Directors and Senior Managers, who are the key management personnel of the Group, is set out in the Remuneration Report
on pages 96 to 109. In 2024, the Company recognised share-based payment expense of £0.8m (2023 – £0.8m) in relation to the executive Directors.
The Group has related party relationships with a number of pension schemes. Transactions between the Group and these pension schemes are
disclosed in Note 33.
50. Share-based payments
The Company has a number of share-based payment arrangements that existed during 2023, the details of which can be found in Note 32.
For the savings-related share option plan, 58,315 shares were exercised in 2024 (2023 – nil). The options outstanding at 31 December 2024 had
exercise prices of 156.30p per share, and a weighted average remaining contractual life of 1.9 years. The options outstanding at 31 December 2023
had exercise prices of 118.40p and 156.30p per share, and a weighted average remaining contractual life of 2.3 years.
Share-based payment costs relating to subsidiaries are recharged from the Company.
NOTES TO THE COMPANY
FINANCIAL STATEMENTS CONTINUED
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
173
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
FIVE-YEAR SUMMARY
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Group income statement
Revenue
Continuing operations
977.1
963.5
848.4
658.7
733.6
Adjusted operating profit
Continuing operations
46.5
45.8
28.5
6.1
3.7
Amortisation of intangible assets from acquisitions
(1.6)
(2.2)
(0.2)
–
(7.7)
Goodwill impairment and write-off
–
–
–
–
(134.3)
Net restructuring income/(costs)
–
(5.6)
4.2
4.4
(39.0)
Site relocation costs
(3.5)
(0.1)
–
–
–
US class action lawsuit
(1.1)
–
–
–
–
Operating profit/(loss)
40.3
37.9
32.5
10.5
(177.3)
Finance income/finance costs, net (excluding lease liabilities)
(9.9)
(9.6)
(7.4)
(5.8)
(7.8)
Interest on lease liabilities
(3.4)
(2.9)
(2.5)
(2.6)
(3.0)
Net finance income of retirement benefits
2.0
2.1
1.2
0.4
0.9
Corporate undertakings
(1.2)
(4.7)
(1.4)
21.2
(4.6)
Profit/(loss) before tax
27.8
22.8
22.4
23.7
(191.8)
Tax
(1.9)
8.3
(2.2)
0.5
33.3
Profit/(loss) for the year
25.9
31.1
20.2
24.2
(158.5)
Depreciation and amortisation of intangibles excluding right-of-use assets
39.6
41.2
39.5
38.3
51.4
Depreciation on right-of-use assets
11.0
10.5
10.3
9.5
10.2
Gross capital expenditure
43.2
35.9
30.5
21.3
26.8
Basic earnings/(loss) per share
6.25p
7.52p
4.86p
5.82p
(38.20)p
Diluted earnings/(loss) per share
6.12p
7.32p
4.73p
5.73p
(38.20)p
Adjusted earnings/(loss) per share
7.17p
10.28p
4.36p
0.17p
(0.84)p
Dividends in respect of years – per share
2.40p
2.30p
1.30p
0.0p
0.0p
– value
9.9
9.5
5.3
–
–
Group Balance Sheet
Non-current assets excluding right-of-use assets
528.8
521.8
539.8
463.5
482.7
Right-of-use assets IFRS 16
65.5
64.4
70.8
67.4
72.5
Non-current assets
594.3
586.2
610.6
530.9
555.2
Net current assets
103.7
165.5
104.1
110.3
89.2
Non-current liabilities
(228.1)
(294.6)
(265.3)
(216.1)
(251.1)
Net assets
469.9
457.1
449.4
425.1
393.3
Net debt pre-IFRS 16
(153.4)
(132.0)
(100.5)
(79.9)
(129.4)
Lease liabilities IFRS 16
(76.2)
(71.8)
(78.4)
(73.2)
(76.5)
Net debt
(229.6)
(203.8)
(178.9)
(153.1)
(205.9)
Group cash flow
Net cash from operating activities
49.4
41.4
57.7
27.0
48.9
Corporate undertaking costs
2.3
1.9
1.4
4.8
4.6
Net restructuring cash paid/(received)
0.5
2.1
(2.1)
0.9
15.2
Site relocation costs
1.6
0.1
–
–
–
US class action lawsuit
–
–
–
2.3
3.9
US pension settlement cash paid
–
0.9
–
–
–
Interest received
6.6
4.3
0.7
0.1
0.2
Proceeds from disposal of property, plant and equipment
0.1
0.7
0.5
0.2
0.5
Purchase of property, plant and equipment – cash
(41.5)
(33.7)
(28.7)
(20.2)
(25.2)
Purchase of intangible assets
(1.7)
(2.2)
(1.8)
(1.1)
(1.6)
Free cash flow
17.3
15.5
27.7
14.0
46.5
Dividends paid
(10.1)
(6.6)
(1.2)
–
–
Acquisition costs/disposal proceeds
(10.7)
(23.9)
(25.3)
51.7
0.4
Corporate undertaking costs
(2.3)
(1.9)
(1.4)
(4.8)
(4.6)
Net restructuring cash (paid)/received
(0.5)
(2.1)
2.1
(0.9)
(15.2)
US class action lawsuit
–
–
–
(2.3)
(3.9)
Site relocation costs
(1.6)
(0.1)
–
–
–
Dividend from joint venture
3.0
–
–
–
–
US pension settlement cash paid
–
(0.9)
–
–
–
Purchase of shares held by EBT net of repayments
(4.9)
(5.6)
(4.5)
–
–
Increase/(decrease) in loans
20.2
40.0
0.4
(21.1)
(7.2)
Decrease in lease liabilities
(10.0)
(10.2)
(9.1)
(8.4)
(7.9)
Increase/(decrease) in cash and cash equivalents
0.4
4.2
(11.3)
28.2
8.1
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
174
FINANCIAL
STATEMENTS
Operating Companies
Business Units
Locations
Country of Incorporation
Senior UK Limited
Senior Aerospace Bird
Bellows
Congleton
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Aerospace BWT
Macclesfield
Senior Flexonics Crumlin
Crumlin
Senior Aerospace Weston
Colne
Senior Aerospace Thermal
Engineering
Royston
Lymington Precision Engineers
Co. Limited
Senior Flexonics Lymington
Lymington
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Flexonics Czech s.r.o.
Senior Flexonics Czech
Olomouc, Czech Republic Czech Republic
Olomouc, Průmyslová 733/9, 779
00, Czech Republic
Senior Aerospace Ermeto SAS
Senior Aerospace Ermeto
Blois, France
France
Z.A Euro Val de Loire, 8 rue du
Clos Thomas, 41330 Fosse, France
Senior Calorstat SAS
Senior Aerospace Calorstat
Dourdan, France
France
11 Rue des Soufflets, 91410,
Dourdan, France
Senior Flexonics GmbH
Senior Flexonics Kassel
Kassel, Germany
Germany
Frankfurter Strasse 199, 34121
Kassel, Germany
Senior India Private Limited
Senior Flexonics New Delhi
New Delhi, India
India
4th Floor, Rectangle No.1,
Commercial Complex D-4,
Saket-New Delhi-110017, India
Senior Operations (Canada)
Limited
Senior Flexonics Canada
Brampton, Ontario
Canada
134 Nelson Street West, Brampton,
Ontario, L6X 1C9, Canada
Senior Flexonics SA (Pty)
Limited
Senior Flexonics Cape Town
Cape Town, South Africa
South Africa
11 Thor Circle, Viking Place,
Thornton, Cape Town, 7460,
South Africa
Senior Operations LLC
Senior Aerospace AMT
Arlington, Washington
USA
Corporation Trust Center, 1209
Orange Street, Wilmington,
DE 19801, USA
Senior Aerospace Jet
Products
San Diego, California
Senior Aerospace Ketema
El Cajon, California
Senior Aerospace Metal
Bellows
Sharon, Massachusetts
Senior Aerospace Damar
Monroe, Washington
Senior Aerospace SSP
Burbank, California
Senior Flexonics Bartlett
Bartlett, Illinois
Senior Flexonics GA
Franklin, Wisconsin
Senior Flexonics Pathway
New Braunfels, Texas &
Lewiston, Maine
Senior Aerospace Spencer
Valencia, California
Steico Industries, Inc.
Senior Aerospace Steico
Industries
Oceanside, California
USA
818 West Seventh St., Ste. 930,
Los Angeles, CA 90017, USA
Senior Aerospace (Thailand)
Limited
Senior Aerospace Thailand
Chonburi, Thailand
Thailand
789/115-116 Moo1, Pinthong
Industrial Estate, Sainhongkor-
Lamchabang Road, Tambol
Nhongkham, Amphur Sriracha,
Chon Buri Province 20230, Thailand
Upeca Aerotech Sdn Bhd
Senior Aerospace Upeca
Selangor, Malaysia
Malaysia
Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
Upeca Flowtech Sdn Bhd
Senior Flexonics Upeca
Selangor, Malaysia
Malaysia
Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
GROUP UNDERTAKINGS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
175
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
GROUP UNDERTAKINGS CONTINUED
Operating Companies
Business Units
Locations
Country of Incorporation
Upeca Engineering (Tianjin)
Co Ltd
Senior Flexonics Upeca
(China)
Tianjin, China
China
No. 12 QuanHe Road, Wu Qing
Development Area, Tianjin 301700,
PR China
Atlas Composites Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Flexonics Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Lymington Precision Engineering
(LPE) Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Aerospace Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Americas One Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Americas Two Limited (1)
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Automotive Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Engineering Investments
Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Four Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Seven Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Finance Six Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Five Limited (2)
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Flexonics Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior Trustee Limited
England & Wales
59/61 High Street, Rickmansworth,
Hertfordshire, WD3 1RH, UK
Senior France SAS
France
11 Rue des Soufflets, 91410,
Dourdan, France
Senior Investments (Deutschland)
GmbH
Germany
Frankfurter Strasse 199, 34121
Kassel, Germany
Upeca Technologies Sdn Bhd
Malaysia
Level 13, Menara 1 Sentrum, 201,
Jalan Tun Sambanthan, Brickfields,
50470 Kuala Lumpur, Malaysia
Senior Aerospace Bosman B.V.
Netherlands
Bergen 6, 2993 LR Barendrecht,
Netherlands
Senior Investments GmbH
Switzerland
Fronwagplatz 10, CH-8200,
Schaffhausen, Switzerland
Senior IP GmbH
Switzerland
Fronwagplatz 10, CH-8200,
Schaffhausen, Switzerland
Flexonics, Inc.
USA
Corporation Trust Center,
1209 Orange Street, Wilmington,
DE 19801, USA
Senior US Holdings Inc
USA
Corporation Trust Center,
1209 Orange Street, Wilmington,
DE 19801, USA
Senior Aerospace and Flexonics Business Units in Mexico are operated by a third party under contract manufacturing agreements.
The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China.
All Group undertakings are wholly and directly owned by subsidiary undertakings of Senior plc, and in every case the principal country of operation is the country of incorporation.
Senior Aerospace Bosman ceased trading in 2021, and Senior Flexonics Upeca, Malaysia ceased manufacturing in 2021.
Senior Holdings LLC was dissolved on 26 April 2024.
(1) On 14 February 2025, the company applied to be struck off and dissolved.
(2) On 10 December 2024, the company applied to be struck off and dissolved.
GROUP UNDERTAKINGS
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
176
ADDITIONAL
INFORMATION
ADDITIONAL SHAREHOLDER
INFORMATION
Analysis of shareholders at 31 December 2024
Shareholders
Number
Shareholders
%
Issued Shares
Millions
Issued Shares
%
By category
Corporate bodies
348
18.82
411.88
98.20
Other shareholders
1,501
81.18
7.54
1.80
1,849
100.00
419.42
100.00
By range of holdings
1 – 24,999
1,601
86.59
5.51
1.31
25,000 – 49,999
59
3.19
2.06
0.49
50,000 – 249,999
86
4.65
10.02
2.39
250,000 – 499,999
28
1.51
9.23
2.20
500,000 – 999,999
24
1.30
19.07
4.55
1,000,000 – and over
51
2.76
373.53
89.06
1,849
100.00
419.42
100.00
The number of shares in issue at 31 December 2024 was 419,418,082.
Share Registrars
All shareholder records are maintained by Equiniti and all correspondence should be addressed to the Registrars, Senior plc at the Equiniti address
shown on the inside back cover, quoting the reference number starting with 0228 detailed on your dividend vouchers. The Registrars should be
notified regarding changes to name or address, loss of share certificate, or request for, or change to, a dividend mandate.
Equiniti provides a range of shareholder information online. Shareholders can check their holdings, update details and obtain practical help on
transferring shares at: www.shareview.co.uk.
Instead of payment by post to your registered address, dividends can be paid through the BACS system direct into a UK bank or building society
account, with the dividend voucher still sent to your registered address. If you wish to use this facility and have not previously applied, then please
apply direct to Equiniti and request a dividend mandate form. Shareholders who are currently receiving duplicate sets of Company mailings,
as a result of any inconsistency in name or address details, should write direct to Equiniti so holdings can be combined, if appropriate.
CREST Proxy Voting
CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General
Meeting to be held on 25 April 2025 and any adjournment(s) thereof by using the procedures described in the CREST manual. Further details relating
to voting via CREST may be found on the 2025 AGM Notice of Meeting and Form of Proxy.
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
177
STRATEGIC
REPORT
GOVERNANCE
FINANCIAL
STATEMENTS
ADDITIONAL
INFORMATION
OFFICERS AND ADVISERS
Secretary and registered office
Andrew Bodenham
Senior plc
59/61 High Street, Rickmansworth, Hertfordshire WD3 1RH
Registered in England and Wales No. 00282772
Registrars
Equiniti Ltd
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
Auditor
KPMG LLP
15 Canada Square, London E14 5GL
ShareGift
If you have only a small number of shares which would cost more for
you to sell than they are worth, you may wish to consider donating
them to the charity ShareGift (Registered Charity 1052686) which
specialises in accepting such shares as donations. The ShareGift
Transfer Form may be obtained from Equiniti, the Company’s Registrars,
at www.shareview.co.uk. There are no implications for Capital Gains
Tax purposes (no gain or loss) on gifts of shares to charity and it is also
possible to obtain income tax relief. Further information about ShareGift
may be obtained on 020 7930 3737 or from www.ShareGift.org.
Solicitors
Slaughter and May
One Bunhill Row, London EC1Y 8YY
Bankers
HSBC UK Bank plc
71 Queen Victoria Street, London EC4V 4AY
KBC Bank NV, London Branch
111 Old Broad Street, London EC2N 1BR
Financial advisers
Lazards & Co., Limited
50 Stratton Street, London W1J 8LL
Financial Public Relations
FGS Global
The Adelphi
1-11 John Adam Street
London WC2N 6HT
Joint Corporate Brokers
Jefferies International Limited
100 Bishopsgate
London EC2N 4JL
Numis Securities Limited (trading as Deutsche Numis)
45 Gresham Street
London EC2V 7BF
SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024
178
ADDITIONAL
INFORMATION
Design and production
Printed by Park Communications
Senior plc
59/61 High Street,
Rickmansworth,
Hertfordshire
WD3 1RH
United Kingdom
www.seniorplc.com
T +44 (0) 1923 775547