Tyman plc
Annual Report and Accounts for
the year ended 31 December 2023
Positioning for
sustainable
growth
Tyman is a leading
international supplier
of highly-engineered door
and window components
and access solutions to the
construction industry.
The Group performed robustly in a volatile and challenging
environment in 2023, which is testament to the agility and resilience
of its business model and the dedication and expertise of its people.
The Board remains confident in the significant value-creating
potential available to the Group as it continues to successfully
implement its strategic initiatives, positioning itself to take
advantage of the structural growth drivers once the housing market
backdrop improves.
Acquisition of Lawrence added
an exciting product category to
our market-leading portfolio in
North America.
Share gains achieved in all
major markets.
Ambitious carbon reduction
targets validated by the SBTi.
See page 27
See pages 33 to 39
See page 73
Governance report
Board of Directors
Chairman’s introduction
Statement of governance
Nominations Committee report
Audit and Risk Committee report
Remuneration report
Directors’ report
106
110
111
121
125
132
159
Strategic report
Year in review
Chair’s statement
Why invest in Tyman
Our products
Our brands
Our business model
Our markets
Our geographical reach
Our divisions
Our strategy
Key performance indicators
Chief Executive Officer’s review
Operational review
Financial review
Sustainability performance
Climate-related financial
disclosures
Principal risks and uncertainties
Going concern and viability
Non-financial and sustainability
information statement
Section 172 statement
02
04
06
08
11
12
14
18
19
20
28
30
33
40
46
58
84
94
97
98
173
164
172
Financial statements
Independent auditor’s report
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated statement of
174
changes in equity
Consolidated balance sheet
175
Consolidated cash flow statement 176
177
Notes to the financial statements
Company balance sheet
227
Company statement of
changes in equity
Notes to the Company
financial statements
Alternative Performance
Measure reconciliations
GRI Standard Content Index
Independent Limited assurance
statement
Definitions and glossary of terms
Roundings and exchange rates
Five-year summary
244
246
248
249
234
242
228
229
0 1
Read about our attractive markets on pages 14 to 17STRATEGIC REPORT Year in review
A robust performance in
a challenging market
The agility of our management teams in flexing cost, together with the reversal
of the pricing lag in North America, enabled Tyman to deliver full-year adjusted
operating profit in line with expectations.
The Group achieved excellent operating cash conversion of 143%, reflecting strong
working capital management, and this enabled a reduction in net debt despite
acquiring Lawrence for £44 million.
Performance in line with expectations
• Revenue decline reflected significant reduction in
volumes partially offset by the carryover benefit of
pricing actions and share gains
• Adjusted operating profit decline primarily
reflected negative operating leverage from
significant reduction in volumes, partially offset by
an initial contribution from Lawrence
• North America adjusted operating margin
increase of 130bps to 15.5%, benefitting from the
reversal of the pricing lag and the contribution
from Lawrence; division represents >70% of Group
adjusted operating profit
•
Excellent adjusted operating cash conversion
of 143%, reflecting a £34 million reduction in
inventory and enabling a net debt reduction
despite acquiring Lawrence for £44 million
• Good progress with our strategic initiatives to gain
share and structurally improve margin
• Best ever safety performance, with LTIFR of 1.0
and TRIR reducing by 26% to 4.2
• Near-term carbon reduction targets validated by
the Science Based Targets initiative (“SBTi”)
•
Full-year dividend per share maintained at 13.7
pence, reflecting confidence in the Group’s future
growth prospects
Financials
Revenue
Adjusted basic EPS
£657.6m
2022: £715.5m
30.1p
2022: 34.7p
Adjusted operating profit Basic EPS
£84.4m
2022: £94.6m
19.6p
2022: 24.6p
Dividend per share
Profit before taxation
13.7p
2022: 13.7p
£50.0m
2022: £61.4m
Leverage
Adjusted net debt
1.1x
2022: 1.0x
£110.3m
2022: £115.9m
0 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Safety and sustainability
Safety performance
Sustainable solutions revenues1
1.0
Total recordable incidents
Lost Time Incident Frequency Rate
23%
of Group revenues
4
7
.
8
5
.
7
5
.
6
7
.
0
4
.
2
4
.
TRIR 2026 Target <3.0
5
1
.
9
1
.
4
1
.
0
1
.
LTIFR 2022 Target <1.0
Split by type of benefit provided
19
20
21
22
23
Lost Time Incident Frequency Rate
(“LTIFR”)
Total Recordable Incident Rate
(“TRIR”)
Energy saving
Crime reduction
Fire protection
Severe weather protection
Safety & health protection
Inclusive living
1 Revenues from products that positively impact
one or more UN Sustainable Development Goals
(“SDGs”) in use.
Greenhouse gas emissions
(TCO2e)
-30.4%
1
7
1
3
4
,
4
9
8
0
4
,
1
2
0
9
3
,
7
3
3
8
3
,
2030 target 23,226
6
6
6
6
2
,
19
20
21
22
23
Read more on pages 46 and 47
Read more on pages 53 to 55
Read more on pages 81 and 82
The Group achieved its best ever safety performance and had its
near-term carbon reduction targets validated by the SBTi.“
Jason Ashton
Interim Chief Executive Officer at 31 December 2023
0 3
STRATEGIC REPORT Chair’s statement
Board focus areas in 2023
• Development of the Board’s skills matrix to monitor
Board composition and aid succession planning
• Conducted a rigorous and extensive process to
appoint a new Chief Executive Officer
• Conducted an organisational capability review
through the Nominations Committee
• Oversight of the Group’s strategic acquisition of
Lawrence Industries
• Progress on the Group’s sustainability roadmap
0 4
Significant
growth
potential
The determination, resilience, expertise
and agility of our people gives the Board
confidence in the Group’s long-term future.”
Nicky Hartery Non-executive Chair
People and culture
The Board’s priority is always to ensure the health and safety
of our employees, their families and our communities.
It is extremely pleasing to report that the Group’s safety
performance has continued to improve, reflecting the
ongoing drive across the business to deeply embed a safety
excellence culture. The 2023 LTIFR is now almost at the
Group’s target and, consequently, the focus now moves to
the broader measure of TRIR. The ambition remains to move
Tyman as close as possible to world-class levels of safety
performance.
Obtaining employee feedback is also important to the Board;
this occurs on a regular basis through site visits as well as
in skip-level meetings held by the Workforce Engagement
Non-executive Director, Pamela Bingham. Following the
all-employee engagement survey conducted in 2022, pulse
surveys were used in 2023 to assess progress against the
action plans developed from the survey results, with the next
full employee engagement survey planned for 2024.
The market environment in 2023 remained volatile and
challenging. Given this, and on behalf of the Board, I would
like to say how incredibly proud I am of how well our people
have responded. Their determination, resilience, expertise
and agility is hugely appreciated by the Board and gives us
confidence in the long-term future of the Group.
Performance overview
The Group delivered a solid trading performance in 2023
given the challenging market conditions. Group revenue
decreased by 8% to £657.6 million, with the benefits of
the carryover of prior year pricing actions and share gains
more than offset by volume weakness. The agility of the
management teams in adapting and controlling cost, together
with the reversal of the pricing lag that had negatively
impacted prior years’ performance, limited the decline in
adjusted operating profit to 11%. Of note, the Group delivered
excellent operating cash conversion of 143%. Further details
of our financial performance are set out on pages 40 to 45.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 experience and judgement have been invaluable through
a period of considerable change. Dr Margaret Amos joined
the Board as a Non-executive Director with effect from
19 June 2023. She is a member of each of the Remuneration
and Nominations Committees and, from 21 July 2023, she
assumed the role of Chair of the Audit and Risk Committee
from Helen Clatworthy.
A description of the process followed in the search and
appointment of both the Chair of the Audit and Risk
Committee and the Chief Executive Officer, including
information on key search criteria, is set out within the
Nominations Committee report on pages 122 and 123.
Governance
The Board is committed to good corporate governance and
recognises the important role it plays in supporting our
long-term success and sustainability. The Group’s Statement
of governance on pages 111 to 120 provides an overview of
Tyman’s governance framework, as well as the work of the
Board and its Committees.
During 2023, the Board considered various operational
topics, such as the acquisition of Lawrence, the exit from
the Chinese commercial market, and managing through a
market downturn. The Board also spent time on topics related
to the Group’s long-term strategy, such as progressing the
sustainability roadmap, upgrading the Group’s IT systems
to support greater efficiency, and oversight of the Group’s
footprint optimisation projects.
Dividends
The Board is proposing a total dividend for the 2023 financial
year of 13.7 pence per share, the same level as 2022 despite
the reduction in profit, reflecting confidence in the Group’s
prospects. Dividend cover of 2.2x remains within the target
range of 2.0–2.5x. The dividend will be paid on 29 May 2024
to shareholders on the register at the close of business on
26 April 2024.
Summary
The Group has performed robustly in a volatile and
challenging environment in 2023, which is testament to
the agility and resilience of its business model and the
dedication and expertise of its people. The Board remains
confident in the significant value-creation potential available
to the Group as it continues to successfully implement its
strategic initiatives, positioning itself to take advantage
of the structural growth drivers once the housing market
backdrop improves.
Nicky Hartery
Non-executive Chair
6 March 2024
Strategy
Whilst the near-term trading environment has been
challenging, the housing sector fundamentals are strong and
will continue to provide growth opportunities. The Board is
confident that the Group strategy remains the right one to
position us to take advantage of such growth opportunities
and supports long-term value creation with sustainability at
its core. Good progress was made with strategic initiatives
to gain market share and enhance the Group’s operational
platform in 2023, despite the market volatility, and the Group
completed the acquisition of Lawrence Industries (“Lawrence”)
in the middle of the year. Lawrence provides an excellent fit
with our existing extensive product portfolio and enhances
our customer value proposition and growth prospects in the
attractive North American market. Further information about
our strategy is on pages 20 to 29.
Sustainability
With sustainability central to Tyman’s strategy, Board
engagement on the topic remained significant in 2023
(see page 60 for an update on the Board’s discussions in
relation to sustainability and climate change). The Board
was delighted that Tyman’s near-term science-based carbon
reduction targets (“SBTs”) were validated by the Science Based
Targets initiative during the first half of the year, marking
an important step in the Group’s sustainability roadmap as
it continues to implement its 2030 roadmap. Further details
of the Group’s transition plan to deliver its near-term (2030)
science-based targets, including opportunities to collaborate
with customers on their net zero and sustainability journeys,
can be found on pages 72 to 77.
CEO succession and Board changes
On 6 April 2023, Jo Hallas stepped down as Chief Executive
Officer (“CEO”) and Director of Tyman, by mutual agreement
with the Board. Jason Ashton, previously the Group’s Chief
Financial Officer (“CFO”), acted as Interim CEO from that date,
whilst a process to recruit Jo’s successor was undertaken, and
on 21 April 2023, Juliette Lowes, who was previously Group
Financial Controller, assumed the Interim CFO role. Following
a rigorous and extensive process that included both internal
and external candidates, Rutger Helbing was appointed CEO
with effect from 2 January 2024, with Jason and Juliette both
returning to their previous roles at the same time.
Rutger was the Chief Executive of Devro plc between
January 2018 and April 2023, and the Board believes that his
broad international manufacturing expertise, strategic and
commercial acumen, and success in growing Devro plc and
delivering significant value for its shareholders will be of great
benefit to Tyman at this stage in the Group’s journey.
On behalf of the Board, I would like to thank Jason and Juliette
for their significant contribution leading the business for most
of 2023, during which time the Group acquired Lawrence
and delivered a solid trading performance and strong cash
conversion, whilst navigating challenging market conditions.
After more than six years’ service as a Non-executive
Director, Helen Clatworthy retired from the Board with effect
from 21 July 2023. The Board would like to thank Helen for
her significant contribution to the Group; her leadership,
0 5
STRATEGIC REPORT Why invest in Tyman
A compelling way to
benefit from an attractive
market backdrop
Our business model and strategy, with sustainability at the core, create high barriers
to entry, and our strong operating margins and cash generation enable us to invest
for growth, whilst maintaining a strong balance sheet and providing a healthy return
to shareholders.
1
2
3
Favourable market
backdrop
Leading position in
an attractive North
American market
Sustainability:
an increasingly
important growth
driver
•
Long-term demographics, social
change and shift to greater working
from home provides a healthy
underpin to market growth
• Housing market fundamentals are
supportive over the medium term:
• US housing market offers very
attractive growth prospects despite
near-term headwinds:
• More than 17 million new homes
needed in 2020s
• 24 million homes will reach
•
Structural housing deficits
“prime remodelling” age by 2027
• Ageing housing stock
• Augmented by favourable window
and door market trends in the
near term:
• 30% increase in new household
formation in the 2020s vs. 2010s
•
Tyman is well placed to respond to
this attractive market:
•
•
Sustainability increasingly important
in new product development, capital
investment and M&A
Energy efficiency, safety and
security, and inclusive living all offer
Tyman growth opportunities
• Revenues from products that
positively impact one or more UN
SDGs in use represent 23% of Group
revenues (see below for split by type
of benefit provided)
•
Sustainability/energy efficiency
• Compliance and building
•
Leading brands with 40–45%
share of served markets
regulations/codes
• National coverage, enabling
•
Larger windows, slimmer
profiles, contemporary look
•
Smart applications
• Affordability
improved customer service via
optimised distribution network
and manufacturing redundancy
Energy saving
Crime
reduction
Fire protection
Severe weather
protection
Safety & health
protection
Inclusive living
Proven customer
value proposition
Healthy operating
Strong cash
margins with
generation and
balance sheet
creates high barriers
expansion
to entry
opportunities
• Deep, integrated customer
• Our products comprise just 5–15%
• Adjusted operating cash conversion
relationship; strategic partner
of the installed cost of a window or
averages over 100% since 2018
for customers
door but deliver significant value to
compared to target of 90% (see
• Broadest portfolio of hardware and
the end user
chart below)
sealing solutions in the window and
• Operating margins set to recover
•
Free cash flow as a percent of sales
door market
following period of supply chain
averages 9% since 2018
• Well invested businesses with scale
disruption and inflation
•
Target net debt:EBITDA range of
and resilience
•
Each division has delivered
1.0–1.5x
•
Leader in customer-centric and
market-driven innovation
double-digit margins on average
since 2018 and each has a clear
path to margin expansion
%
2
.
2
3
1
%
9
.
0
3
1
%
6
.
2
4
1
Average 107%
Target 90%
%
3
.
4
6
%
5
.
3
6
19
20
21
22
23
Read more on
pages 14 to 15
Read more on
pages 16 to 17
Read more on
pages 53 to 55
Read more on
pages 12 to 13
Read more on
pages 33 to 39
Read more on
pages 42 to 43
0 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Favourable market
backdrop
Leading position in
an attractive North
American market
Sustainability:
an increasingly
important growth
driver
•
Long-term demographics, social
• US housing market offers very
•
Sustainability increasingly important
change and shift to greater working
attractive growth prospects despite
in new product development, capital
from home provides a healthy
near-term headwinds:
investment and M&A
• More than 17 million new homes
•
Energy efficiency, safety and
underpin to market growth
• Housing market fundamentals are
supportive over the medium term:
needed in 2020s
• 24 million homes will reach
•
Structural housing deficits
“prime remodelling” age by 2027
• Ageing housing stock
• Augmented by favourable window
• 30% increase in new household
formation in the 2020s vs. 2010s
security, and inclusive living all offer
Tyman growth opportunities
• Revenues from products that
positively impact one or more UN
SDGs in use represent 23% of Group
revenues (see below for split by type
and door market trends in the
•
Tyman is well placed to respond to
of benefit provided)
near term:
this attractive market:
•
Sustainability/energy efficiency
•
Leading brands with 40–45%
• Compliance and building
share of served markets
regulations/codes
• National coverage, enabling
•
Larger windows, slimmer
profiles, contemporary look
•
Smart applications
• Affordability
improved customer service via
optimised distribution network
and manufacturing redundancy
Energy saving
Crime
reduction
Fire protection
Severe weather
protection
Safety & health
protection
Inclusive living
4
5
6
Proven customer
value proposition
creates high barriers
to entry
Healthy operating
margins with
expansion
opportunities
Strong cash
generation and
balance sheet
• Deep, integrated customer
relationship; strategic partner
for customers
• Broadest portfolio of hardware and
sealing solutions in the window and
door market
• Well invested businesses with scale
and resilience
•
Leader in customer-centric and
market-driven innovation
• Our products comprise just 5–15%
of the installed cost of a window or
door but deliver significant value to
the end user
• Adjusted operating cash conversion
averages over 100% since 2018
compared to target of 90% (see
chart below)
• Operating margins set to recover
following period of supply chain
disruption and inflation
•
Each division has delivered
double-digit margins on average
since 2018 and each has a clear
path to margin expansion
•
•
Free cash flow as a percent of sales
averages 9% since 2018
Target net debt:EBITDA range of
1.0–1.5x
.
%
2
2
3
1
.
%
9
0
3
1
.
%
6
2
4
1
Average 107%
Target 90%
%
3
4
6
.
%
5
3
6
.
19
20
21
22
23
Read more on
pages 14 to 15
Read more on
pages 16 to 17
Read more on
pages 53 to 55
Read more on
pages 12 to 13
Read more on
pages 33 to 39
Read more on
pages 42 to 43
S
T
R
A
T
E
G
I
C
R
E
P
O
R
T
0 7
Our products
Our product portfolio covers all aspects of the hardware and sealing solutions required
for doors and windows, and a full suite of solutions for roof, wall and floor access in
residential and commercial buildings.
Our products and solutions represent a small proportion of the cost of a window or door but have a disproportionate
impact on the comfort, sustainability, security, safety and aesthetics of residential and commercial buildings.
Window and door hardware
Smartware and automation
All aspects of the hardware required to open, close and
lock a window or door (including patio and bi-fold doors),
such as locks, cylinders, hinges, handles and, in the case
of sash/sliding windows, balances to ensure the smooth
operation of the window. Includes decorative hardware and
accessories (letterplates, handles, door knockers, letters and
numbers). Primarily serving the residential market, but also
supplying the commercial market.
Smart entry and monitoring solutions for the residential
market, such as electronic access products, sensors, alarms,
indoor/outdoor cameras and associated services.
High-quality window and door seals and other extrusions
Range of solutions that provide access to the roof, floor/
for both residential and commercial applications. This
pavement or wall (riser doors), primarily for commercial
includes compression seals for casement applications and
building applications. The roof access portfolio encompasses
pile for sliding applications.
roof hatches, ladders and railings, as well as smoke and heat
exhaust vents. The wall access portfolio includes a range of
riser doors and panels that provide access to mechanical and
electrical services, whilst floor access hatches enable access to
underfloor services or below/between building floors.
0 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Key
Window and door hardware
Seals and extrusions
Smartware and automation
Access solutions
Seals and extrusions
Access solutions
All aspects of the hardware required to open, close and
Smart entry and monitoring solutions for the residential
lock a window or door (including patio and bi-fold doors),
market, such as electronic access products, sensors, alarms,
such as locks, cylinders, hinges, handles and, in the case
indoor/outdoor cameras and associated services.
High-quality window and door seals and other extrusions
for both residential and commercial applications. This
includes compression seals for casement applications and
pile for sliding applications.
of sash/sliding windows, balances to ensure the smooth
operation of the window. Includes decorative hardware and
accessories (letterplates, handles, door knockers, letters and
numbers). Primarily serving the residential market, but also
supplying the commercial market.
Range of solutions that provide access to the roof, floor/
pavement or wall (riser doors), primarily for commercial
building applications. The roof access portfolio encompasses
roof hatches, ladders and railings, as well as smoke and heat
exhaust vents. The wall access portfolio includes a range of
riser doors and panels that provide access to mechanical and
electrical services, whilst floor access hatches enable access to
underfloor services or below/between building floors.
0 9
STRATEGIC REPORT Case study
BILCO roof
hatches enabling
modernisation
of waterworks
infrastructure
across America
Investment in environmental public works has been
one of the fastest growing parts of the US construction
market in recent years, benefitting from the Infrastructure
Investment and Jobs Act that was enacted in November
2021, part of which is aimed at modernising water works
infrastructure across the country to ensure safe, lead-free
water for the whole population. According to Dodge
Construction Network, there has been double-digit growth
in spending on environmental public works in both 2022
and 2023.
Pictured: The BILCO roof hatches
provide natural daylight, allowing the
facility to lower its energy usage costs.
1 0
Pictured: The wide opening of the BILCO roof
hatches made it easy for the facility to install
large pumps and the hatches provide convenient
access for future pump replacement.
Tyman’s BILCO business is well positioned to participate
in this growth through the provision of its market-leading
roof hatches on environmental public works projects, and
in 2023, BILCO grew its sales of roof hatches by 8%.
One such example is a project in Odessa, Washington.
Known as the Odessa Groundwater Replacement Project,
it is itself part of the larger Colombia Basin Project, which
serves approximately 680,000 acres of predominantly
farming land.
The Odessa aquifer has been in precipitous decline since
1980, falling more than 200 feet as farmers, municipalities
and homeowners drilled deeper wells to reach the
diminishing water supply. The Odessa Groundwater
Replacement Project, at cost of around US$400 million,
aims to significantly reduce such groundwater depletion,
thereby having a profound economic and environmental
impact on the local communities.
As part of the project, a new 12,800 sq. ft. pumping station
has been built, housing powerful pumps that can deliver
more than 63,000 gallons per minute. Teams access the
pumps through aluminium roof hatches manufactured
by BILCO. The custom-made hatches meet unique size
requirements and are fabricated with polycarbonate
dome covers for natural daylight and engineered lift
assistance for easy, one-hand operation. They are also
modified for hand winch operation, allowing them to be
easily opened and closed from inside the building.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Our brands
Our brands are all highly regarded leaders in their respective market segments.
Together, they represent almost 1,000 years of innovation, quality and service for our customers.
Commercial access solutions for the
roof (Bilco), wall (Profab) and floor
(Howe Green).
Window and door hardware
and seals.
Smoke vents, roof access hatches
and pavement doors.
Established Bilco (1926), Howe
Green (1983), Profab (2001)
Established Truth (1914),
Amesbury (1978)
Established 1926
bilco.com
access-360.co.uk
AS
C
UK
I
amesburytruth.com
H
SE
R
NA
I
AS
R
C
NA
I
Security hardware including
electronic security systems and
services.
Hardware for aluminium windows
and doors.
Decorative door hardware.
Established 1838
Established 1965
erahomesecurity.com
giesse.it
Established 1890
jatechandles.com
H
R
UK
H
R
C
NA
UK
I
H
R
C
I
Hardware for composite windows.
Decorative door hardware.
Established 2005
Established 1975
lawrenceindustriesinc.com
reguitti.it
H
R
NA
H
R
C
I
Window and door seals
and extrusions.
Door hardware for architectural
ironmongers.
Established 1885
schlegel.com
Established 2011
zoohardware.co.uk
SE
R
C
UK
I
H
R
C
UK
Product category
H Window and door hardware
SE
Seals and extrusions
AS Access solutions
Key user
R
C
Residential
Commercial
Division
NA North America
UK UK and Ireland
I
International
1 1
STRATEGIC REPORT
Our business model
We utilise our valuable resources and competitive advantages to undertake key
activities that generate long-term, sustainable value for all our stakeholders.
We utilise carefully
selected resources
. . . and our competitive
advantages . . .
Experienced and committed workforce
Our highly skilled, dedicated workforce provides
the expert touch for our customers.
Strategic supplier partnerships
We supplement our internal capabilities
with select specialisms through external
collaborations, allowing us to deliver the best in
innovation, quality and service to our customers.
Strong cash generation
Our high value-add products attract strong
margins which, coupled with disciplined
management of capital, drives significant cash
generation. The resulting balance sheet strength
allows us to invest to drive further organic and
acquisitive growth.
Leading brands, broad product
offering
Our broad portfolio of complementary
brands has market-leading #1 or #2 positions
predicated on the innovation, quality and service
they deliver for our customers.
Innovation
The Group holds 530 active patents with
another 144 pending, reflecting the extent of
innovation embedded in our broad range of
products. Approximately 20% of revenue is
patent protected.
Deep integrated, long-term
customer relationships
We work closely with our customers to
understand their requirements and become a
long-term strategic partner for them, bringing
high levels of repeat business and a customer
intimacy that allows us to continually improve
the value we bring to them.
Scale
Our scale enables us to sustain and further
develop our portfolio of products and
technologies that support our customers’
needs, whilst giving us the presence and agility
to respond quickly to the specifics of local
customers and markets.
1 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 . . . to undertake
key activities
Together, this generates significant
value for all our stakeholders
The Group undertakes three key activities with a clear
focus on addressing our customers’ needs, and aligned to
our sustainability strategy:
1 Design
Our domain expertise, deep customer relationships and
leading-edge testing facilities and accreditations allow
us to understand end-user needs to create innovative,
value-adding solutions.
We collaborate with customers on the development of
new window and door designs, leveraging our deep
product and application expertise to create bespoke
hardware and sealing solutions that create true value
for end users. Our leading-edge testing facilities and
accreditations allow our customers to assure their end
users of the quality and durability of their installed
windows, doors and access solutions.
There is an increasing emphasis on designing solutions
for our customers that positively impact the UN
Sustainable Development Goals.
Read more about our Sustainable
solutions strategy on page 27
2 Make
We manufacture in our own facilities where this aligns
with our core capabilities, leveraging our economies
of scale in the procurement of raw materials and
outsourced manufactured components.
We are committed to minimising our own impact on the
environment through embedding sustainable practices
in our operations.
Read more about our Sustainable
operations strategy on page 23
3 Deliver
We are continually looking to develop and optimise our
routes to market to effectively meet the evolving needs
of our industry around the world and take into account
our impact on the environment. This ranges from
supplying just-in-time direct to the production lines of
large window and door manufacturers through to short
lead-time supply to specialist distributors and project
sites. We back this up with extensive technical and
application support.
Investors
We aim to deliver increased shareholder value
through a mix of capital appreciation and
dividend distributions, made possible through
earnings growth and financial strength as we
deliver on our strategy.
Customers
Our highly engineered components allow window
and door manufacturers to differentiate in their
marketplace with value-enhancing windows,
doors and other forms of access solutions. In
addition, Tyman delivers industry-leading services
to customers, ranging from design support and
application engineering to integrated supply of
components into window fabrication processes.
Our products are designed to ensure ease of
installation for contractors, and our short lead
times and technical support allow our distributors
to serve their customers in the best way.
End users
Relative to their cost point, our products and
solutions have a disproportionate impact on
the comfort, sustainability, security, safety and
aesthetics of residential and commercial buildings.
Employees
We invest in our people through employee
training, career path development and continual
improvement of working practices and
conditions.
Read more in the Sustainability
performance section on pages 50 to 52
Society
Our products and solutions help make society
more sustainable, by making buildings more
energy efficient, protecting buildings against
climate hazards, reducing community crime
rates, enhancing the safety and fire protection of
buildings and meeting the needs of vulnerable
groups. As a Group, we are also committed to
minimising our impact on our environment
through more deeply embedding sustainable
practices in all our operations.
Read more in the Sustainability
performance section on pages 53 to 55
Suppliers
Our strategic suppliers benefit from long-term,
fair partnerships with development of their
business practices and capabilities.
1 3
STRATEGIC REPORT
Our markets
Favourable market fundamentals
1
Demographics, such as a significant
increase in household formation projected
in the US in the 2020s, and social changes,
such as greater working from home,
provide a healthy underpin to market
growth over the long term.
2
Housing market fundamentals are
supportive over the medium term:
US single family and total housing starts, 1980–2023
Single family
Multi family
•
Structural housing deficits exist in many of
Tyman’s major markets, providing support to the
new build market. For example, in the US, housing
starts have averaged 1.25 million annually over
the last 20 years, well below the 1.5 million level
needed to sustain population growth.
2.50
2.00
1.50
1.00
0.50
-
0
8
9
1
4
8
9
1
8
8
9
1
2
9
9
1
6
9
9
1
0
0
0
2
4
0
0
2
8
0
0
2
2
1
0
2
6
1
0
2
0
2
0
2
4
2
0
2
Source: US Census Bureau, Evercore ISI Research
Percentage of US housing units by year built
•
The housing stock in major markets is ageing,
supporting growth in the RMI market. For
example, 76% of the US housing stock is
over 22 years old, meaning it is ripe for
remodelling work.
Owner occupied
Renter occupied
Vacant
Source: US Census Bureau, John Burns Research and Consulting LLC
1 4
Age of house0%2%4%6%8%10%12%14%16%0–11 years12–21years22–31years32–41years42–51years52–61years62–71years72–81years82+years6%6%6%3%6%9%8%8%7%4%3%3%1%1%3%4%3%5%4%1%1%1%2%1%1%2%1%5%10%10%10%12%14%12%14%13%76%TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 3
Near-term window and door market trends and our response
Description of market trend
Tyman’s response
Sustainability/energy efficiency:
Increased sustainability awareness amongst consumers and a
desire to reduce the impact of climate change in the home is
expected to drive a major window and door replacement cycle,
as buildings are estimated to account for nearly 40% of global
carbon emissions.
As countries pursue net zero goals, reducing emissions
generated during the construction of a building and/or its
operation will become more important, as will saving energy
in existing buildings. This may accelerate when governments
introduce tax incentives for building energy efficiency
measures, such as those incorporated into the Inflation
Reduction Act in the US.
Compliance:
Compliance with regulations is increasingly important, in
areas such as fire, hurricane or flood resistance, as natural
hazards put pressure on the insurance industry.
Building regulation code changes provide another way for us
to differentiate ourselves from smaller competitors as we can
help customers keep up with the regulatory pressures.
Larger windows, slimmer profiles:
Greater working from home means people are spending
more time in their homes, leading to an increasing desire
of homeowners to have larger windows with improved
lines of sight and slimmer frame profiles to give a more
contemporary look.
•
•
Invest in sustainability capabilities
Embed sustainability into new product development and
innovation process
•
Increased collaboration with customers on sustainability
• Develop and offer innovative products and services that
improve the energy efficiency of buildings and help
customers reach their net zero goals
Read more in Sustainability performance on pages 53
to 55 for more detail
•
•
•
Invest in capabilities to ensure the Group remains
well positioned to help customers stay up to date with
upcoming building regulations and code changes
Ensure the new product development incorporates due
consideration of the regulatory landscape
This trend requires the hardware used in these windows
to be slimmer, whilst also stronger, as they need to
operate heavier windows given the larger panes of glass.
This requires highly engineered products and plays to
Tyman’s strengths
See page 35 for an example of a new product in the US
that supports this trend
Smart applications:
Consistent with the growth in smart applications across
many aspects of our lives, a steady increase in demand for
smart home applications is anticipated in the coming years,
particularly amongst younger generations.
• Greater focus on smart applications in the new product
development pipeline, such as smart locks
See page 33 of the Tyman 2022 Annual Report and
Accounts for a case study on TouchKey, a smart door
security solution for the UK market
Affordability:
The significant increase in the cost of living in most major
economies has made housing relatively less affordable
than it was. Housebuilders are therefore looking to build
more affordable homes and homeowners who are less
able to move home due to affordability issues are staying
put and focussing their home improvement spending on
smaller-ticket replacement work rather than bigger-ticket
discretionary projects.
• Acquisition of Lawrence Industries in the US to add
composite-based hung hardware to the product portfolio
and enable greater penetration of the affordable
homes market
•
Ensure new product pipeline incorporates launching
products that help customers and end users with their
affordability challenges
See case studies on page 27 and page 35 for examples
and more detail
1 5
STRATEGIC REPORT Our markets
Deep dive on US residential housing market
US housing market offers very attractive growth prospects despite near-term headwinds
1
17.1 million new homes are
needed in the 2020s
This represents a long-term tailwind driving new
construction and building products demand
12.7m
households
formed
1.7m
undersupplied
homes
2.3m
teardowns
500k
new second
homes
Source: John Burns Research and Consulting LLC
Single family homes in “Prime Remodel” years
Homes between 20–39 years old
Millions
25
Sliding patio
doors
Handles, locks,
keepers, rollers
24
23
22
21
20
19
18
.
1
4
2
.
0
4
2
.
4
3
2
.
9
2
2
.
4
2
2
.
9
1
2 2
1
2
.
.
7
0
2
.
5
0
2
.
3
0
2
.
9
0
2
.
7
0
2
.
5
0
2
.
4
0
2
.
6
0
2
.
8
0
2
.
9
0
2
.
7
0
2
.
8
0
2
.
5
0
2
.
5
0
2
7
0
0
2
8
0
0
2
9
0
0
2
0
1
0
2
1
1
0
2
2
1
0
2
3
1
0
2
4
1
0
2
5
1
0
2
6
1
0
2
7
1
0
2
8
1
0
2
9
1
0
2
0
2
0
2
1
2
0
2
2
2
0
2
3
2
0
2
4
2
0
2
5
2
0
2
6
2
0
2
7
2
0
2
Source: US Census Bureau; John Burns Research and Consulting, LLC
Demographics is a powerful long-term tailwind for housing
35–44-year-old population
growth by decade
Millions
New households formed
by decade
Millions
12.7m
9.7m
4.5
4.0
3.5
3.0
2.5
2.0
1.5
1.0
0.5
0.0
1.2m
3.9m
14
12
10
8
6
4
2
0
2011–2020
2021–2030
2011–2020
2021–2030
Source: US Census Bureau, Analysis John Burns Research and Consulting, LLC
2
24 million single family homes will
reach “prime remodelling” age
(in 20–39 years old age bracket)
by 2027, requiring windows and
doors to be replaced
3
30% increase in new household
formation in the 2020s vs. 2010s,
driven by population growth
amongst 35–44-year-olds
1 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Tyman is well placed to respond to this attractive market
Leading brands with 40–45% share of served markets and broadest
product offering in the market
Weatherseals
Pile, window and door seals
Skylights
Manual and motorised
operators
Extrusions
Backer rod, glazing beads, nail fins
Sliding patio
doors
Handles, locks,
keepers, rollers
Casement and
awning windows
Hinges, locks, operators,
handles, covers, safety
products, accessories
Hinged patio
doors
Handles,
hinges, locks
Tilt ‘n’ Turn windows
Handles, hinges, locks
Hung and sliding windows
Balances, locks, tilt latches, sash lifts, rollers,
weeps, keepers, vent stops, WOCD’s, accessories
National coverage, enabling improved customer service via optimised
distribution network and manufacturing redundancy
National coverage with leading customers
Corporate office (1)
Glendale, AZ
Thomasville, NC
Manufacturing and distribution (2)
Garland, TX
Statesville, NC
Key
Manufacturing site (6)
Distribution (2)
Edina, MN
Brampton, Canada
Sioux Falls, SD
Cannon Falls, MN
Owatonna, MN
Juarez, Mexico
Monterrey, Mexico
Scan QR code to read the US Capital
Markets Event presentation on the
US residential housing market and
listen to the webcast.
US Residential Housing Market - 31 October 2023
1 7
STRATEGIC REPORT Our geographical reach
Key
Manufacturing site
Office
Group HQ
Warehouse site
Divisional HQ
North America
United Kingdom
Italy
Where our products are sold
Where our products are manufactured
US 60%
UK 15%
Canada 5%
Italy 6%
Other 14%
US 38%
Mexico 14%
UK 5%
Far East 26%
(incl China)
Italy 13%
Other 4%
1 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Our divisions
North America
Routes to market
UK & Ireland
Routes to market
International
Routes to market
Fabricators and
system houses
Distributors
and
wholesalers
Other
Fabricators and
system houses
Distributors
and
wholesalers
Other
Fabricators and
system houses
Distributors
and
wholesalers
Other
Sales by product category
Sales by product category
Sales by product category
Window and
door hardware
Seals and
extrusions
Access
solutions
Window and
door hardware
Seals and
extrusions
Access
solutions
Other
Window and
door hardware
Seals and
extrusions
Residential
Commercial
Residential
Commercial
Residential
Commercial
85% 15% 80% 20% 77% 23%
Manufacturing
sites
Distribution
sites
Manufacturing
sites
Distribution
sites
Manufacturing
sites
Distribution
sites
11
1
2
2
4
9
Employees
2,597
Revenue
Employees
378
Revenue
£432.3m £97.3m
(2022: £471.9m)
(2022: £103.3m)
Employees
644
Revenue
£128.0m
(2022: £140.3m)
Adjusted operating profit
Adjusted operating profit
Adjusted operating profit
£67.1m
(2022: £66.9m)
£12.0m
(2022: £14.5m)
£13.5m
(2022: £21.3m)
Read more about our
North America division
on pages 33 to 35
Read more about our
UK & Ireland division
on pages 36 to 37
Read more about our
International division
on pages 38 to 39
1 9
STRATEGIC REPORT
Our strategy
Our purpose
Our purpose is at the core of everything we do, unifying us in a common cause and
growth strategy. It is the essence of us at our best and inspires Tyman people to
make a positive contribution every day.
Our purpose is to transform
the security, comfort and
sustainability of living and
working spaces through our
expert touch.
The expert touch that transforms.
Millions are kept safe and comfortable at home and at work
around the world because of our expertise. We know that
to be experts, we must have deep understanding of our
customers and their needs, an uncompromising commitment
to both safety and quality, and a restless ambition to
innovate. We never forget that experts are people: growing
and energising our talent is at the heart of what makes
us different.
With our expertise, we have the power to transform what we
touch. We commit to transform living and working spaces,
to transform people and careers, to transform the value of
our businesses, and to transform our impact on communities
and society.
Our values
Our values frame how we work with each other and with our partners, and will shape the
culture of Tyman. They are the foundation of our success, and essential to achieving our
purpose. Our Code of Business Ethics embodies these values, laying out the expected
standards of behaviour that all our employees must adhere to.
The Tyman Touch
r
e
S t op Growin
g
v
e
N
D
o
T
h
e
R
i
g
h
t
T
hing
n
e
p
p
a
M a k e It H
Do the right thing
Never stop growing
Make it happen
Integrity is the
cornerstone
of our business
• We demand
transparency, and
we always do what
it takes to build or
repair trust
• We value, respect
and look out for each
other, and we are
strongest when we are
most diverse
• We speak up and take
care to listen, because
every voice matters
There is no limit to what
we can achieve
• We take every
opportunity to learn and
develop, professionally
and personally
•
Every day we make
the continuous
improvements that
people deserve from us
• We believe in the power
of creativity to break
through with new
thinking, new ideas,
new solutions
We are action people
• We behave like owners,
always ready to hold
ourselves and others
to account
•
Inclusive teamwork
creates our best results
• We take pride in
bringing positive energy
to our work, and our
performance is fed by
our passion
2 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
A strategy for long-term value creation
Guided by our purpose, underpinned by our values and with sustainability at its core.
Our purpose
“To transform the security, comfort and sustainability of living
and working spaces through our expert touch.”
CUS
ble opera ti o n s Sustai
O
F
D
E
n
a
b
l
e
F
I
N
E
a
n
i
a
c
u
l
t
u
r
e
Read more about
sustainability on
pages 46 to 55
Read more about our
strategy on pages
22 to 29
t
s
u
S
S
ustainable s o l u ti o ns
GROW
Margin expansion
Expand operating margin
through driving efficiency
in operations
Engaged people
Provide a safe working
environment and develop
engaged, high-performing teams
Positive impact
Protect the natural world
and build more inclusive
communities
Sustainable growth
Consistently
deliver profitable
revenue growth
Long-term value creation
Our values
Do the right thing
Never stop growing Make it happen
2 1
STRATEGIC REPORT
Focus
The Focus strategic pillar reflects actions to
streamline and strengthen what we have.
The Group’s M&A heritage means there is a
continued need to integrate and harmonise
the structures, products, processes and
systems from prior acquisitions to create
a strong platform for the future.
This will drive margin expansion,
enhance the sustainability of
our operations, and lay the
foundations for sustainable,
profitable growth.
Rationalise
Optimise
Streamline footprint: Deliver
maximum operational efficiency and
economies of scale as well as having
the right routes to market in each
location to best serve the customer.
Harmonise product portfolio: Reduce
portfolio complexity and duplication,
whilst also improving range positioning
to give a stronger product offer that
is both more efficient to produce and
better meets customer needs.
Tune systems and processes:
Efficiently support business operations
and enable high-quality, agile decision
support to capitalise on opportunities
and better support customers; e.g. by
deploying a new ERP template across
North America.
Continuous Improvement (“CI”):
Make CI a way of life, by embedding
lean practices, six sigma process
controls and value analysis/value
engineering activities.
Objectives:
KPIs:
2023 performance:
•
Expansion of adjusted operating
margin and ROCE
• Adjusted operating margin
• 40bps decrease in adjusted
expansion
operating margin
• Adjusted operating cash conversion
• ROCE
• 160bps decrease in ROCE
>90% through the cycle
•
Further progress in reducing TRIR
and greenhouse gas emissions
• Adjusted operating cash conversion
• 143% adjusted operating cash
•
TRIR
• Greenhouse gas emissions
conversion
•
See next page for TRIR and
greenhouse gas emissions progress
Read more about our 2023 performance on pages 40 to 45
2 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Underpinned by . . .
Sustainable operations
Safety: Transform health and safety performance through
“safety is our first language” programme.
Environment: Reduce environmental impact by decreasing
energy and water usage and waste to landfill.
Priority UN SDGs addressed:
Plans
• Reinforce “Safety is our first language” programme
• Reduce water at very high water stress sites
• Decarbonise own operations
•
•
Engage suppliers to source lower carbon materials
Embed climate actions to mitigate physical and
transition risk
• Reduce waste generation through prevention,
reduction, recycling and reuse
Targets
Safety:
•
•
LTIFR < 1.0 by 2022
TRIR < 3.0 by 2026
Greenhouse gas emissions:
• 46.2% absolute reduction in Scope 1 and 2 emissions by
2030 (vs. 2019 baseline)
• 27.5% absolute reduction in Scope 3 emissions from
purchased raw materials by 2030 (vs. 2019 baseline)
• 50% reduction in Scope 1 and 2 emissions per £m
revenue by 2026 (vs. 2019 baseline)
Water use:
• Capped at 233,000m3 per annum for five water stressed
sites from 2022
Waste:
• Zero waste to landfill by 2026
Progress in 2023
LTIFR 1.0 (2022: 1.4)
•
•
TRIR 4.2 (2022: 5.7)
• 38% absolute reduction in Scope 1 and 2 emissions
compared to 2019 baseline (2022: 11%)
• 45% absolute increase in Scope 3 emissions from
purchased raw materials compared to 2019 baseline
(2022: 61%) – see pages 76 to 82 for explanation
• 42% reduction in Scope 1 and 2 emissions per £m
revenue compared to 2019 baseline (2022: 24%)
• 217,913m3 water usage at five water stressed sites
(2022: 224,378m3)
• 17% total waste to landfill (2022: 29%)
Read more in our Sustainability performance
section on pages 46 to 49
Case study
Collaborating
with a customer
to reduce energy
and waste
In September, Tyman hosted a collaborative energy and
waste reduction Kaizen event with a top five US customer.
This was an opportunity for both companies to work
together as each business looks to progress towards
its carbon reduction targets. Tyman’s Scope 1 and 2
emissions from its operational energy footprint represents
the customer’s Scope 3 emissions in its supply chain.
The three-day event took place at Tyman’s 240,000 sq. ft.
facility in Statesville, North Carolina, USA, which includes
office, warehouse and production space for the extrusion
of window and door seals. This facility is one of the
Group’s most intensive consumers of electricity. The event
established the facility’s baseline usage in electricity, water
and waste to landfill, and the teams shared continuous
improvement and Kaizen toolkits and best practices to
identify reduction opportunities. Together, they also
researched opportunities to maximise local, state and
federal incentives for clean technology deployment.
By the end of the event the teams had identified
almost 90 opportunities to reduce electricity, water
and waste, with a combined estimated annual saving
of US$0.4 million: significantly ahead of the expectation
going into the event. Electrical reduction opportunities
included optimising compressed air use, improved
production scheduling and deployment of more
efficient motors and drives. They also identified 13
safety improvement opportunities.
Pictured: Attendees at the energy and
waste Kaizen event in Statesville.
2 3
STRATEGIC REPORT Define
The Define strategic pillar centres on building
cultural cohesion across the Group to
facilitate ongoing synergy extraction,
through establishing “One Tyman”,
developing the “Tyman Excellence
System”, and building a
sustainable culture.
Establish
‘One Tyman’
Build a cohesive, high-performing
culture through a common purpose,
values and Code of Business Ethics to
facilitate synergy extraction.
is both more efficient to produce and
better meets customer needs.
Develop the
‘Tyman Excellence System’
Establish a clearly defined business
system and enhance groupwide
capabilities through a set of processes,
playbooks and other toolkits for
development and propagation of
best practice.
Progress in 2023:
• Procurement: cross-divisional participation in major Tyman supplier
conference in China (see case study opposite)
•
•
Innovation: cross-divisional workshop held to nurture a growth mindset and
discuss how to embed innovation ideation across the business through the
development of sustainable solutions
Leadership competencies: began rollout of groupwide leadership
competencies model
• Crisis Response Management: developed a crisis response protocol and series
of playbooks to be used across the Group in response to potential crises
2 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Underpinned by . . .
Sustainable culture
Ensure our culture enables our diverse talent to contribute
to their best and our business to create long-term value for
the business, local communities and wider society.
Plans
• Reinforce Code of Business Ethics
• Continue to strengthen Integrity Champions network
• Develop diversity and inclusion programmes
• Continue to enhance employee engagement
•
Engage with local communities to support employee
development and charitable causes
Progress in 2023
• Deployment of ethics leadership training course
• Deployment of employee engagement pulse surveys
• Began rollout of Group intranet
• Continued engagement with local communities
Read more in our Sustainability performance
section on pages 50 to 52
Pictured: Attendees at the 2023 TSA
Suppler Conference, Ningbo, China.
Case study
Working together
to re-engage with
Chinese suppliers
In June, Tyman held the 2023 Tyman Sourcing Asia (“TSA”)
Supplier conference in Ningbo, on China’s east coast
where the TSA office is located. Ningbo is one of the
biggest Chinese ports and a city where many window and
door hardware factories are located.
After several challenging COVID-19 years, with
China being heavily locked down and with almost no
international flights available, the event was welcomed by
our suppliers, giving them an opportunity to be able to
finally meet with all three of Tyman’s divisional Presidents.
The main theme for the conference was: “Re-engaging
and building resilient supply chains together”. The event
brought together 19 major suppliers, representing around
80% of our spend in Asia.
The Presidents shared Tyman’s strategy with suppliers
and gave updates on market conditions in their respective
divisions, and there were also presentations on safety
leadership behaviours and sustainability expectations
including lower carbon materials.
There were several panel discussions where our suppliers
shared their experiences on various topics, including:
controlling cost of quality, working on VA/VE (value
analysis and value engineering) and lead time reductions.
The day finished with a Q&A
session, with some excellent
questions around US–China
tensions and the potential
impact of those on our
cooperation with Chinese
suppliers; our plans to build
a more resilient supply base;
our commitment to Chinese
suppliers; and our approach
to the use of various materials
for our products to meet
sustainability targets.
2 5
STRATEGIC REPORT Grow
The Grow strategic pillar aims to deliver
sustainable organic share gain, through
executing well in serving our customers,
developing and launching new
products, expanding our existing
channels to market, and
developing sustainable
solutions. We also seek to
supplement our organic
activities with
M&A to further
strengthen the
portfolio.
Excellent customer service
New product development
Deliver a superior customer experience,
fostering long-term partnerships
through excellent delivery performance,
ease of doing business, technical
support and other value-adding
services such as co-development and
accredited test services.
Develop a culture and discipline of
innovation that proactively addresses
changing market dynamics, customer
requirements, aesthetic trends, and
latest technologies, to create true
differentiated value.
Market expansion
Targeted M&A
Deliver share gain through optimising
routes to market, selling existing
products through new channels, and
expanding into adjacent markets.
Tyman continues to be the natural
consolidator in a fragmented market
and seeks to supplement organic
growth with targeted M&A to
strengthen the portfolio.
Objectives:
KPIs:
2023 performance:
•
•
Expansion of ROCE and adjusted
basic EPS
Look for further opportunities for
targeted M&A
•
LFL revenue growth
• 8% decline in LFL revenue
• ROCE
• 160bps decrease in ROCE
• Adjusted basic EPS
• 13% decrease in adjusted basic EPS
• Acquisition of Lawrence (see case
study opposite)
Read more about our 2023 performance on pages 40 to 45
2 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Underpinned by . . .
Sustainable solutions
Offer innovative products and services that promote
circularity, help our customers reach net zero and create
safer, more inclusive communities.
Priority UN SDGs addressed:
Plans
• Customer engagement on sustainable solutions
•
Embed sustainability expertise into NPD process
• Grow pipeline of positive impact products and solutions
• Optimise material content and increase level of recycled
content in NPD and legacy products
•
Eliminate hazardous substances in supply chain
• Develop sustainable packaging solutions
Targets
•
YoY increase in percent of revenue from positive impact
products and solutions
• 100% sustainable packaging by 2026
Progress in 2023
• 23% of revenue from positive impact products in use
(2022: 22%)
•
Enhanced engagement and collaboration with
customers on sustainable solutions (see pages 74 to 75)
Read more in our Sustainability performance
section on pages 53 to 55
Pictured: Lawrence’s 75,000 sq. ft.
facility in Thomasville, North Carolina.
Case study
Acquisition
of Lawrence
Industries
. . . already leading to new business wins
In July 2023, Tyman completed the acquisition of Lawrence
Industries (“Lawrence”). Lawrence designs, manufactures
and sells high-performance composite hardware for
sliding and hung windows to North American window
fabricators. Prior to the acquisition, Tyman’s hung sash
lock offer was predominantly zinc-based, with a limited
composite offering. Composite hardware is an attractive,
high-performance, low-cost option to zinc-based hardware
and is a beneficiary of the growing demand for affordable
homes in North America, a trend noted in Our Markets
section on page 15.
The strategic rationale for the acquisition was clear
– extending Tyman’s existing product portfolio into a
rapidly expanding segment and providing a platform for
Lawrence to accelerate its growth journey as part of a
larger group.
Lawrence’s rapid design and tooling capabilities provide
customer solutions for hung and sliding window products
in record time. Investments in capacity and equipment
have provided Lawrence with the capability to reliably
manufacture products within a two-week window and
provide superior on-time delivery performance with
minimal inventory carrying costs for customers.
Tyman is increasing market share by leveraging the
scale of Tyman and Lawrence’s strong capabilities. Two
examples of such wins are:
• A large national zinc sash lock customer moved to
a composite lock offering. This helped to improve
margins and reduce inventory carrying costs and the
risk of generating excess and obsolete products. This
also resulted in another sash lock conversion from
a competitor, and in total has led to approximately
US$0.2 million of annualised incremental sales.
• A mid-sized customer was looking to near-shore and
Tyman’s long-standing relationship with this customer
opened the door for Lawrence to quote on latches,
accessories and vent stops. Additional sash lock
business was awarded to Tyman, in total amounting
to around US$0.4 million of annualised incremental
business with this customer.
2 7
STRATEGIC REPORT Key performance indicators
The Group continually monitors progress
in delivery of its strategic goals using
five financial and two non-financial key
performance indicators (“KPIs”).
Certain KPIs use Alternative Performance Measures
(“APMs”). For definitions and reconciliations, see
pages 234 to 241
1. Like-for-like (“LFL”) revenue growth
Like-for-like (LFL) revenue growth
%
4
7
1
.
%
2
5
.
-8.3%
Link to strategy
For further information, see the Financial review on
pages 40 to 45, Sustainability performance on pages
46 to 55, and the Climate-related disclosures on pages
58 to 82
Link to strategy
Margin
expansion
Sustainable
growth
Engaged
people
Positive
impact
%
0
6
-
.
%
8
1
-
.
%
3
8
-
.
19
20
21
22
23
Purpose
This KPI is used to evaluate the
ability of the Group to grow
its business organically and
excludes the impact of currency
translation and acquisitions
and divestments.
Target
To grow revenue organically
year on year.
2023 performance
LFL revenue decreased by 8.3%
against a strong comparator, as
the weaker market conditions
seen in late 2022 continued
into 2023, driven by the impact
of high inflation, rapid rises in
interest rates and consequent
fall in consumer confidence,
which reduced residential
RMI and housebuilding
activity. These weaker market
conditions were partially offset
by a carry-forward benefit of
pricing actions.
2. Adjusted operating margin expansion
Adjusted operating margin expansion
3. Return on capital employed
Return on capital employed
%
9
3
1
.
%
0
4
1
.
%
2
4
1
.
%
2
3
1
.
%
8
2
1
.
12.8%
Link to strategy
%
0
2
1
.
Target 14.0%
.
%
5
4
% 1
3
2
1
.
%
3
3
1
.
%
7
1
1
.
11.7%
Link to strategy
19
20
21
22
23
Purpose
This KPI is used to evaluate the
profitability and financial health
of the Group.
Target
To maintain and improve
operating margins through
continuous improvement
activities as well as
management of overheads
and administrative costs.
2023 performance
Adjusted operating margin
decreased by 40bps to 12.8%
as a result of the lower sales
and production volumes and
consequential effect on cost
absorption. This was partially
offset by the benefits of the
reversal of the pricing lag
in North America and cost
management actions.
19
20
21
22
23
Purpose
This KPI is used to evaluate how
efficiently the Group’s capital
is being employed to improve
profitability.
Target
To maintain and steadily
improve ROCE, with a
medium-term target of 14.0%.
2023 performance
ROCE decreased by 160bps
to 11.7%, largely due to the
lower adjusted operating profit
and higher carrying value of
intangible assets due to the
Lawrence acquisition, partially
offset by lower average
working capital.
2 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
4. Adjusted basic EPS
Adjusted basic EPS
5. Adjusted operating cash conversion
Adjusted operating cash conversion
.
p
1
2
p 3
2
7
2
.
p
5
7
2
.
p
7
4
3
.
p
1
0
3
.
30.1p
Link to strategy
19
20
21
22
23
Purpose
This KPI is used to assess the
profitability of the business and
the profit generated for equity
holders.
Target
To improve adjusted EPS
performance year on year.
2023 performance
Adjusted basic earnings per
share decreased by 13.3% to
30.1 pence as a result of the
decrease in adjusted operating
profit, an increase in the
Group’s interest charge due to
the Lawrence acquisition and an
increase in global interest rates,
as well as an increase in the
effective tax rate.
142.6%
Link to strategy
2023 performance
Operating cash conversion
increased significantly to 142.6%,
as a result of a significant
reduction in inventory following
high levels carried into the year
as a result of the post-COVID-19
supply chain disruption.
5-year
average
106.7%
.
%
6
2
4
1
.
%
2
2
3
1
.
%
9
0
3
1
%
3
4
6
.
%
5
3
6
.
19
20
21
22
23
Purpose
This KPI is used to evaluate
the cash flow generated by
operations in order to pay
down debt, return cash to
shareholders and make further
investment in the business.
Target
To maximise conversion of the
Group’s Adjusted operating profit
into cash over any twelve-month
period, whilst continuing to
make the necessary capital
investments to support the
growth of the business.
6. Total recordable incident rate
Total recordable incidents reduced
Greenhouse gas emissions
7. Greenhouse gas emissions (TCO2e)
4
7
.
8
5
.
7
5
.
.
6
7
.
0
4
-26.3%
2
4
.
TRIR
2026
Target
<3.0
Link to strategy
1
7
1
3
4
,
4
9
8
0
4
,
1
2
0
9
3
,
7
3
3
8
3
,
2030
target
23,226
6
6
6
6
2
,
-30.4%
Link to strategy
.
5
1
9
1
.
4
1
.
0
1
.
19
20
21
22
23
LTIFR
2022
Target
<1.0
LTIFR
TRIR
Purpose
The Group uses two
metrics to track its safety
performance. These are the
Lost Time Incident Frequency
Rate (“LTIFR”) and the Total
Recordable Incident Rate
(“TRIR”), which measures the
number of recordable incidents
requiring medical intervention
beyond first aid, both expressed
per million hours worked
(excluding COVID-19 cases).
Target
To reduce the TRIR rate each
year, achieving <3.0 by 2026.
2023 performance
The LTIFR of 1.0 was the Group’s
best outcome to date, albeit
just shy of the ambition of
<1.0 by 2022. Going forward,
the TRIR will become of the
Group’s core safety metric in
the pursuit of world-class levels
of safety performance, and this
metric is now reflected in the
Group’s LTIP. The TRIR of 4.2
in 2023 represented a 26.3%
decrease on 2022 and the best
ever outcome on this measure.
Performance reflects the
priority given to making safety
our first language, ongoing
employee engagement,
deployment of global safety
standards and sharing of best
practices across the Group.
19
20
21
22
23
Purpose
This KPI tracks the progress
made in minimising the impact
of the Group’s operations on the
environment, in line with the
Sustainable operations pillar in
Tyman’s sustainability roadmap.
Target
To reduce absolute Scope 1 and
2 GHG emissions by 46.2% by
2030 from a 2019 base year.
Target validated by SBTi aligned
to a 1.5oC trajectory.
2023 performance
Greenhouse gas emissions
decreased by 30.4% to 26,666
TCO2e (market-based method)
versus 2022, and decreased
by 38.2% versus the 2019
baseline. This reduction reflects
the continued greening of the
electrical grid, the impact of
energy efficient measures at
plant level, decommissioning
of carbon-intensive facilities,
changes in supplier specific/
market-based emissions factors
and reduced production output.
2 9
STRATEGIC REPORT
Chief Executive Officer’s review
Positioning
for growth
The Group performed robustly in a tough
environment in 2023, with good margin
progression in North America. We were also
delighted to welcome Lawrence to the Group.”
Jason Ashton
Interim Chief Executive Officer at 31 December 2023
Performance in 2023
Tyman delivered a robust overall performance in 2023 against
a strong comparative period and despite a continuation of
the challenging markets experienced since the second half of
2022. Revenue declined by 8% to £657.6 million (2022: £715.5
million), reflecting a like-for-like (“LFL”) decline of 8%, a 1%
decline from foreign exchange movements and 1% growth
from the acquisition of Lawrence Industries (“Lawrence”) in
July 2023. The LFL decline reflected the impact of a significant
reduction in volumes due to underlying demand softness and
customer destocking, which more than offset the benefit from
the carryover of pricing actions and share gains.
Residential housebuilding and RMI activity across the Group’s
major markets were impacted by the combination of elevated
consumer inflation and interest rates. In addition, volumes
were impacted by customer destocking, notably in our seals
businesses, and the withdrawal of various government fiscal
stimulus programmes, which had boosted market activity
in the International division in 2022. Whilst market demand
remained soft throughout the year, the comparators eased
in the second half, particularly in the North America and
International divisions, resulting in a marked reduction in
the LFL revenue decline in the second half of the year as
compared to the first half.
The Group’s profitability in 2023 reflected the positive impact
of prior year pricing actions. The strength of the Group’s
brands enabled pricing power to be maintained, and it was
pleasing to see the reversal of the pricing lag that negatively
impacted operating margins in North America during 2021
and 2022. Commodity cost inflation in general eased during
the year, but labour markets have remained competitive,
especially in the US, resulting in wage inflation remaining
above long-term averages.
Highlights
• Revenue decline reflected significant reduction in
volumes partially offset by the carryover benefit of
pricing actions and share gains
• Adjusted operating profit decline primarily reflected
negative operating leverage from significant
reduction in volumes, partially offset by an initial
contribution from Lawrence
• North America adjusted operating margin increase
of 130bps to 15.5%, benefitting from the reversal of
the pricing lag and the contribution from Lawrence;
division represents >70% of Group adjusted
operating profit
•
Excellent adjusted operating cash conversion of
143%, reflecting a £34 million reduction in inventory
and enabling a net debt reduction despite acquiring
Lawrence for £44 million
• Good progress with our strategic initiatives to gain
share and structurally improve margin
• Best ever safety performance, with LTIFR of 1.0 and
TRIR reducing by 26% to 4.2
• Near-term carbon reduction targets validated by the
Science Based Targets initiative (“SBTi”)
•
Full-year dividend per share maintained at 13.7
pence, reflecting confidence in the Group’s future
growth prospects
3 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 lines from Germany to the Newton Aycliffe facility in the
UK, and there was further optimisation of our international
footprint to reduce the fixed cost base. The consolidation of
the UK commercial access solutions business into a single site
in Wolverhampton in the UK also completed during the year.
In the first half of 2023 the Science Based Targets initiative
validated the Group’s targets to reduce absolute Scope 1 and
Scope 2 GHG emissions by 46.2% by 2030 from a 2019 base
year and to reduce absolute Scope 3 GHG emissions from
purchased goods and services by 27.5% within the same
timeframe. 100% renewable electricity tariffs are now in place
for all manufacturing plants in Europe and plans are well
progressed to extend them to the Group’s Mexican plants.
Tyman hosted an energy and waste Kaizen event with a major
US customer in the second half of the year, in the process
successfully identifying almost 90 opportunities to reduce
electricity, water and waste, with a combined estimated
annual saving of US$0.4 million.
Within the Define strategic pillar, leaders from across the
Group met with Tyman’s major Chinese suppliers in June. After
several challenging COVID-19 years, this event was welcomed
by suppliers to be able to meet with the divisional Presidents
and allowed all three divisions to re-engage with suppliers
on many topics, including quality, cost, lead times and
sustainability. The Group also continued the development of
groupwide leadership competencies, and pulse surveys were
used to assess progress against the action plans developed
from the 2022 employee engagement survey results, with the
next full employee engagement survey planned for 2024.
The Group responded to the soft demand backdrop with
adjustments to production shifts, targeted headcount
reductions, reductions in temporary labour, allowing
natural labour attrition and tight control of discretionary
costs. In addition, measures were taken during the year to
reduce the fixed element of the cost base, including ceasing
manufacturing operations in Brazil and taking the decision to
exit the Chinese commercial market at the end of 2023. These
cost actions will benefit future profitability but were not able
to fully offset the significant under-absorption of fixed costs
in the year, with production volumes declining by more than
sales volumes in order to reduce inventory levels. As a result,
adjusted operating profit declined by 11% on a reported basis
(reflecting a LFL decline of 13%, a 1% impact from foreign
exchange movements and a 3% contribution from Lawrence)
and the adjusted operating margin declined by 40bps to
12.8%. Both adjusted operating profit and the adjusted
operating margin improved markedly in the second half of
the year as compared to the first half. Notably, the full-year
adjusted operating margin in North America increased by
75bps compared to 2022 on a LFL basis.
Reflecting the progress on inventory, which decreased by
£34.1 million, adjusted operating cash conversion improved
significantly to 143% (2022: 64%). The average adjusted
operating cash conversion rate over the last five years now
stands at 107%.
Health and safety
The health and safety of our people is the Group’s top priority
and is embedded in our culture through our “Safety is our
First Language” programme. Pleasingly, the Group achieved
a lost time incident frequency rate (“LTIFR”) of 1.0 in 2023, a
29% improvement on 2022 and a 79% improvement versus
the 2018 baseline LTIFR of 4.8. To ensure that the significant
progress made in recent years is maintained and improved
upon, a safety leadership refresher course has been deployed
across the business.
Having now almost achieved its ambitious goal of a LTIFR
of less than 1.0, the Group is shifting its focus to the total
recordable incident rate (“TRIR”), a more rounded measure
of safety performance that captures all incidents requiring
medical intervention beyond first aid. The Group’s TRIR of
4.2 in 2023 represented a 26% improvement on 2022 and the
Group’s best performance on this measure to date. A target
has been set to achieve a world-class TRIR of less than 3.0
by 2026.
Strategic progress
The Group has continued to progress its Focus, Define, Grow
strategy, all of which is underpinned by sustainability.
Within the Focus strategic pillar, the project to consolidate two
manufacturing sites into one in Owatonna in the US began in
2023 and is progressing to plan. The multi-year programme
to roll-out a new ERP system across North America continued
in the year with a further two sites successfully going live
in March. This programme will enable enhanced customer
service levels, greater efficiencies, and improved decision
making. The European seals manufacturing optimisation
programme was progressed, with the transfer of production
3 1
STRATEGIC REPORT Chief Executive Officer’s review
Activities to Grow market share continued to yield positive
results. In North America, further net customer wins were
achieved, aided by the distribution centre that was opened
in late 2022 in Phoenix, Arizona that is enabling greater
penetration of the western US market. In International
markets, further progress was made in growing partnerships
with system houses, with revenue from this channel now
comprising 22% of divisional revenue (2022: 21%). New
product launches have performed well in the UK and there
have been notable share gains in this market, particularly
in the distribution channel. Enabling customers to innovate
through more sustainable solutions is a key area of
differentiation for the Group. During 2023, the percentage
of Group revenue derived from products and solutions
that positively impact one or more of the UN Sustainable
Development Goals (“SDGs”) in use increased to 23%
(2022: 22%), and several of the Group’s products achieved
Environmental Product Declaration (“EPD”) certification.
In July 2023, Tyman acquired Lawrence for an initial
consideration of US$57 million. Lawrence adds an exciting
new product category, high-performance composite hung
window hardware, to Tyman’s portfolio of window and door
hardware for the US residential housing market, which has
attractive long-term growth prospects. The integration of
Lawrence is progressing well and delivering commercial
synergies as expected. The Group retains a good pipeline of
targets that meet our commercial and strategic objectives
and will continue to pursue a disciplined M&A strategy, whilst
remaining cognisant of its target leverage range.
Outlook
The structural growth drivers for the Group remain attractive,
although leading indicators for our major markets are
currently signalling a challenging market outlook for 2024.
However, given our self-help measures and a full-year
contribution from Lawrence, the Board expects the Group to
make progress in 2024.
Jason Ashton
Interim Chief Executive Officer at 31 December 2023
6 March 2024
Introducing Tyman’s new CEO
On 27 November 2023, Rutger Helbing was announced as
Tyman’s new CEO with effect from 2 January 2024.
Rutger Helbing was the Chief Executive of Devro plc between
January 2018 and April 2023, having originally joined as
Group Finance Director in 2016. He spent his earlier career
in commercial divisional finance roles in blue chip global
manufacturing businesses including Unilever, ICI and
AkzoNobel. A Dutch national, Rutger has lived and worked in
the UK for almost 20 years.
Effective from 2 January 2024, Jason Ashton, who was the
Interim CEO since 6 April 2023, returned to his role as Tyman’s
Chief Financial Officer and Juliette Lowes, who was the Interim
Chief Financial Officer since 21 April 2023, returned to her role
as Tyman’s Group Financial Controller.
Rutger Helbing commented:
Since I joined Tyman on 2 January 2024, I
have had the opportunity to visit 14 of our
manufacturing sites so far, encompassing all
three divisions. These visits have enabled me to
better understand our market-leading brands
and differentiated products, and to meet many of
our passionate and dedicated employees.”
3 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Operational review
Tyman North America
£m except where stated
Revenue
Adjusted operating profit
Adjusted operating margin
Markets
Activity in the US residential housing market has been
constrained by elevated interest rates and inflation since the
second half of 2022. According to the US Census Bureau,
US housing starts declined by 9% in 2023, whilst single
family starts, to which the division has proportionally higher
exposure, declined by 6%. The single family new build market
improved as the year progressed, as pent-up demand was
captured by national homebuilders offering incentives
that enabled homeowners to cope with historically high
mortgage rates.
In contrast, the RMI market softened as the year progressed.
According to LIRA (Leading Indicator of Replacement
Activity), the rate of growth in the annual spend on repair
and remodelling in the US, which incorporates cost inflation,
slowed from 16% in the fourth quarter of 2022 to 2% in the
fourth quarter of 2023.
The US commercial market remained resilient in 2023, driven
by education and commercial building investment, whilst
government legislation is providing some stimulus to the
public infrastructure market. In Canada, which was also
impacted by elevated inflation and interest rates, housing
starts declined by 7%.
Business performance and developments
Reported revenues declined by 8%, reflecting a LFL decrease
of 9% offset by a 1% contribution from Lawrence, with
negligible impact from foreign exchange movements. LFL
revenues were impacted by a decline in volumes resulting
from the challenging market backdrop and customer
destocking, notably in the seals business, which more than
offset the benefits from prior year pricing actions and net
customer wins. The rate of volume decline moderated during
the fourth quarter, mainly reflecting an easier comparator.
The division made good progress with its strategic initiatives
aimed at driving share gains, reducing cost and complexity,
and improving operational resilience. Central to this is
the implementation of a new ERP system to enable more
streamlined ordering and logistics processes for customers
and to provide a more consistent customer experience, drive
further back-office efficiencies, and improve the business’s
decision support capabilities. This multi-year programme is
progressing well, with two key sites successfully going live in
March and another two sites going live in early 2024.
The distribution site in Phoenix, which was added in late
2022 to service the western US market, is performing well,
whilst the consolidation of two manufacturing sites into one
in Owatonna is progressing to schedule with product line
transfers and process flow improvements underway and
capital investment in a new paint line on order.
2023
432.3
67.1
15.5%
2022
471.9
66.9
14.2%
Change
-8%
–
LFL
-9%
-5%
+130bps
+75bps
In addition to cost savings, there will be significant safety,
sustainability and service benefits on completion of this
project in 2025, as well as helping to alleviate the tight labour
situation.
During 2023, the business achieved incremental net customer
wins despite exiting some low profitability business as a result
of taking a disciplined approach to pricing. These losses were
more than offset by wins gained from new products, such as
the entry-price point sliding patio door solution, and benefits
of the new distribution centre in Phoenix. After several years
when customers have been focused on managing COVID-19,
disrupted supply chains and significant cost inflation, new
product development is now a priority again for customers
as they look to position for future growth. The division is
responding to this by accelerating its new product pipeline
with increased engineering resources. Products such as a
magnetic casement window handle solution, an “around the
corner” seal, and a low-priced flood tight floor access door are
examples of new products coming to the market in early 2024.
A major development in 2023 was the acquisition of Lawrence.
Lawrence designs, manufactures and sells high-performance
composite hardware for sliding and hung windows to North
American PVC window fabricators, and is a beneficiary of the
growing demand for affordable homes in North America.
Lawrence has performed to plan since acquisition, with the
combination of AmesburyTruth and Lawrence already proving
to represent a strong value proposition for customers.
Input cost inflation in general eased during 2023, although
certain commodity prices remained high and labour inflation
continued at historically high levels. The labour availability
and retention challenges experienced in 2022 improved
across most of the network, and the resultant workforce
stabilisation is enabling a focus on continuous improvement
projects to improve efficiency, enhance supply chain resiliency
and reduce inventory.
As expected, the natural lag in the recovery of input cost
inflation via pricing actions that impacted the division’s
adjusted operating margin in 2021 and 2022 reversed in
2023. This enabled the division to largely offset the negative
effect on fixed cost absorption from the significant decline
in volumes, with production volumes being down even
more than sales volumes to enable a reduction in inventory
of c.US$30 million. This limited the decline in LFL adjusted
operating profit to 5%. Adjusted operating profit was flat on
a reported basis, reflecting a 5% contribution from Lawrence,
with negligible effect of foreign exchange. As a result, the
division delivered a LFL adjusted operating margin increase of
75bps to 15.5%.
3 3
STRATEGIC REPORT Operational review
Outlook
The underlying fundamentals of the US housing market
remain strong, with years of supply lagging demand
creating a significant housing deficit. Economists are
forecasting that the easing in inflation that began in 2023
will lead to interest rate reductions in the first half of 2024,
which could alleviate the recent constraints on market
demand and stimulate activity later in the year.
The NAHB currently forecasts a 5.5% increase in single
family housing starts, whilst LIRA projects that the spend
on repair and remodelling will decline by mid to high
single digits.
Against this backdrop, the division will maintain its focus
on gaining market share, notably in the western US, by
further exploiting the commercial opportunities from
the Lawrence acquisition and continuing to develop its
new product pipeline. Work to streamline the supply
chain and return operational efficiencies across the
network to normalised levels will remain a focus, along
with progressing the consolidation of two sites into one
in Owatonna and continuing the ERP implementation.
Together with a full-year contribution from Lawrence,
these actions will support further improvement in 2024.
3 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Lower priced flood tight
floor access door
As the world has been getting warmer there have been
more examples of extreme flooding, and despite global
efforts the threat from flooding is expected to grow in
the near term. As a result, there are increasing demands
being placed on municipal and commercial organisations
to comply with increasing regulations and pressure from
the insurance industry relating to natural hazards such
as flooding. Current flood tight floor access doors on the
market are expensive and do not adequately address
increasing affordability concerns. In response, our BILCO
business developed a new, lower-priced flood tight floor
access door for municipal and commercial applications
that require flood control. The door is designed to
withstand a 25-foot head of water from the top and a
five-foot head of pressure from beneath. Introduced to
the market at the WEFTEC trade show in October, the
product will be formally introduced to the market in 2024.
Pictured: BILCO’s flood tight
floor access door.
Case study
Addressing
market trends
with innovative
products
After several years when customers were focused on
managing COVID-19, disrupted supply chains and
significant cost inflation, new product development is
now prominent again in customers’ minds as they look to
position for growth.
In North America, Tyman is looking to take advantage
of this renewed appetite for innovative products. In
2023, Tyman recruited and focused more resource on
innovation capabilities and launched new products with
unique selling points that address some of the market
trends identified in Our Markets section on page 15. Two
examples of products that were introduced to the market
in late 2023 are shown below.
Magnetic casement window
handle solution
A trend that has been growing in importance is the desire
of homeowners to have larger windows with improved
lines of sight and slimmer frame profiles, giving a more
contemporary look. AmesburyTruth’s latest casement
window handle solution, AttractionTM, addresses this with
its sleek design that is well suited to slimmer profiles.
AttractionTM is engineered to ensure ease of use, the
longer handle reduces the operating force required by
20% compared to traditional solutions, enabling larger,
heavier windows to be easily operated. Concealed
magnets ensure the handle returns to its proper
placement, giving a smoother, uninterrupted design.
The AttractionTM handle pairs perfectly with existing
AmesburyTruth products and was introduced to the
market at the Glass Build America trade show in October,
with formal launch in early 2024.
Scan the QR
code to see more
information on
AttractionTM.
Pictured: AmesburyTruth’s AttractionTM
casement handle and Maxim LP lock.
3 5
STRATEGIC REPORT
Operational review
Tyman UK & Ireland
£m except where stated
Revenue
Adjusted operating profit
Adjusted operating margin
Markets
Activity in the UK residential RMI market, to which the
division is predominantly exposed, remained subdued in
2023, impacted by the pressure on household incomes from
elevated levels of inflation and interest rates. This negative
impact was amplified by customer destocking following the
higher-than-normal inventory levels that had been built
during the post-pandemic market rebound and associated
supply chain challenges. The most recent CPA forecast
projected spending in the private RMI market to have
declined by 11% in 2023.
Whilst the UK construction PMI (“CPMI”) has posted readings
slightly above the neutral 50 level for much of the year, the
housing component of the CPMI was below 50 throughout
and took a notable step down in the autumn of 2023 to
the mid 40’s and has since been stuck around this level,
with the weakness in housing spreading to the previously
growing segments of infrastructure and commercial. As a
result, the CPA forecasts the infrastructure segment to have
been broadly flat in 2023 and commercial end markets to
have experienced a slight decline, both of which represent a
softening compared to projections at the start of the year.
Business performance and developments
Revenue decreased by 6% in 2023 on a LFL and reported basis
as a result of a decline in hardware volumes, reflecting the
above-mentioned challenges in the residential RMI market.
This decline accelerated slightly in the second half of the year,
mirroring the stepdown in the CPMI. In addition, there was a
fall in revenue in the commercial access solutions business,
which was impacted by the continued effect of delays with
new automation equipment as well as a slowdown in the
commercial market in the second half of the year.
Despite the challenging market conditions, the hardware
business continued with its strategic initiatives and achieved
meaningful share gains in 2023 across all major routes
to market and notably with major distributors, where the
strength of the brands and the close customer collaboration
are differentiators. The work that has been taking place
in recent years to improve the new product development
processes and pipeline is delivering benefits, with revenues
from new products in categories such as friction stays, door
closers, hinges and letterplates running ahead of the prior
year, despite the tough market backdrop.
Raw material prices eased during the year and air freight
costs were lower, although the benefit of this was partially
offset by ongoing wage inflation. Given this, the hardware
business remained agile with regards to pricing, and
responded to competitive pressures with targeted price
adjustments.
3 6
2023
97.3
12.0
12.3%
2022
103.3
14.5
14.0%
Change
-6%
-17%
LFL
-6%
-17%
-170bps
-170bps
As part of the Group’s sustainability roadmap, the hardware
business has continued its development of sustainable
packaging solutions and the elimination of hazardous
substances, such as chromium VI, from products. Given
the division sources much of its products from Asia, the
achievement of these goals relies on key Chinese suppliers
and formed a major topic of discussion at a Tyman supplier
conference in Ningbo to ensure the engagement, alignment
and support of suppliers in producing and delivering
sustainable solutions for customers.
Access 360, the division’s commercial access solutions
business, completed the final steps in the consolidation of
the three heritage Access 360 sites (Profab, Howe Green
and the Bilco warehouse) into a single highly automated
facility in Wolverhampton during the first half of the year.
The business experienced delays with the new equipment
for the facility, which significantly impacted its operational
and financial performance. As these issues were overcome,
the business’ operating efficiency and financial performance
improved progressively during the second half despite the
above-mentioned softening of its end markets.
LFL and reported adjusted operating profit decreased by
17%. This was primarily attributable to the above-mentioned
challenges that affected Access 360’s performance, as the
hardware business was able to partially offset the negative
operating leverage impact from lower hardware volumes with
tight cost control.
Outlook
The UK residential RMI market is expected to remain
challenging during 2024, with the CPA currently
forecasting a further 4% decline, leading to a
competitive market landscape. Against this backdrop,
the hardware business will continue to focus on new
product development, share gains and enhancing its
supply chain resilience to ensure customer service levels
are maintained, whilst continuing to tightly manage
discretionary costs.
The operational challenges experienced by Access
360 in the first half of 2023 have been overcome and
the commercial pipeline is improving and, absent any
further softening of end markets, we anticipate that the
business will show progress in 2024.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Case study
New product
development
driving share
gains
Following the supply chain and inflation challenges of
recent years, new product development is now prominent
again in customers’ minds as they look to position for
growth. In UK & Ireland, the work that has been taking
place over the past two years to improve the division’s
new product development processes is delivering benefits
and enabling share gains. Below are two examples of
recent product launches.
New flush hinge with innovative design
to significantly reduce installation time
In late 2023, Tyman launched a new range of innovative
flush hinges for UK residential and commercial interior
doors that can be fitted up to three times faster than
traditional hinges.
The new hinge uses a concept commonly used with
cupboard or cabinet doors, otherwise known as an
interleaf hinge, to offer a unique flush design for full size
internal door sets. The hinge folds into itself at a thickness
of 3mm, meaning that the hinge can be fitted to the face
of the door and frame, rather than fitting into morticed
pockets in the door and frame that are required to fit
traditional mortice butt hinges. The design thus removes
the need for morticing, whilst also eliminating the need
for intumescent material if the hinge is being fitted to a
fire-rated door.
This can deliver significant time and cost savings for
joiners, housebuilders and developers, when applied to
multiple doors per property. A short video showing an
independent experienced door installer demonstrating
the benefits of this flush hinge compared to traditional
butt hinges can be viewed at https://www.youtube.com/
watch?v=5UGaSZv4rAY.
The hinge is available in nine finishes to suite with existing
Tyman hardware, the cardboard packaging used is
100% recyclable, and where plastic is used it contains a
minimum of 30% recycled content.
Discreet smart technology for built-in
window protection
Following “voice of the customer” discussions and
recognising the growing trend for smart devices in the
home, Tyman developed a smart sensor device in 2023
designed to fit discreetly into UPVC casement windows.
The device senses when the window is under attack
from a burglar through vibration movement prior to any
tampering or forced opening, and provides alerts should
the window be opened.
The wireless WindowSense integrated window sensor,
developed by Tyman’s leading UK brand ERA, is accredited
with the trusted BSI Internet of Things Kitemark, which
ensures consumer peace of mind through encrypted
security. The sensor sits within the profile of the window and
both the hardware and software are easy to install and use.
Coral Windows & Conservatories have already chosen the
solution to feature in their own range of smart windows,
with Operations Manager Brendan Cowey noting: “As
consumers are becoming increasingly familiar with smart
home devices to support them in managing their daily
lives, our vision was to extend this convenience across
our windows and doors. As an experienced partner with
their own UK software platform, engineering capabilities
and accreditations, as well as their position as an existing
Coral Windows supplier, ERA were the obvious choice to
help us to blend smart technology into our range.
“The new SmartFrame sensor alerts the consumer to any
form of tamper, vibration and change in window status
within our bespoke Coral Smart Home app. This discreet
security solution for windows will allow our products to leave
the factory as smart capable from the point of installation.”
Pictured:
Tyman’s wireless
WindowSense
integrated window
sensor, accredited
with the trusted BSI
Internet of Things
Kitemark.
SmartFrame is only the start of our journey
with ERA, who we hope to continue to work in
partnership with as we expand our range.”
Brendan Cowey
Operations Manager, Coral Windows & Conservatories
3 7
STRATEGIC REPORT Operational review
Tyman International
£m except where stated
Revenue
Adjusted operating profit
Adjusted operating margin
Markets
The decline in demand levels that began in the second half
of 2022 across most of the division’s key markets continued
throughout 2023. Elevated interest rates and inflation had
a negative effect on consumer confidence across Europe,
which accounts for approximately 65% of divisional revenue,
and this in turn reduced activity levels in the private RMI
and housebuilding markets across the region. The Eurozone
Construction PMI remained stuck in the mid 40’s throughout
2023, indicative of a construction sector in contraction. The
data for the division’s largest market, Italy, was better than
the Eurozone average, running in the high 40’s for much of
the year and rising above 50 in the final few months of 2023.
During 2022, market demand had benefitted from various
government fiscal stimulus programmes across Europe,
notably in Italy, France and Spain, and the gradual reduction
in funding for these programmes in 2023 negatively impacted
market activity levels.
Elsewhere, there continued to be favourable market
conditions in the Gulf Cooperation Council (“GCC”) cluster of
markets, but most other export markets remained weak.
Business performance and developments
Revenue declined by 9% in the period on a reported basis
and by 6% on a LFL basis against a strong comparative.
The drivers of this were the challenging market conditions
experienced throughout the year, which were amplified by
significant customer destocking in the seals business, and
more than offset the benefit from the carryover of prior year
pricing actions. There was a marked improvement in the
LFL revenue decline in the second half of the year, mainly
reflecting weaker comparators.
The business performed creditably given the tough market
environment, notably continuing to gain traction with system
houses in Europe and the GCC. This channel now represents
22% of the division’s revenue (compared to 21% in 2022) and
is expected to continue to grow faster than the market, as
system houses are reacting quicker to building regulation
changes and driving innovation and sustainability in the
industry. Tyman is well placed to grow with this group of
customers by working closely with them to create innovative
solutions, with multiple systems deploying newly developed
Giesse hardware and Schlegel seal products delivered to the
market in 2023 and due for launch in 2024. Further dedicated
sales resource has been added specifically to accelerate this
initiative and organisation changes are underway to ensure
excellent service and new product development capabilities
are provided to this channel.
3 8
2023
128.0
13.5
10.5%
2022
140.3
21.3
15.2%
Change
-9%
-37%
LFL
-6%
-31%
-470bps
-380bps
Sustainability continues to be a key differentiator for Tyman
across Europe, and during 2023 two major product ranges,
the CHIC concealed hinges for tilt and turn casement windows
and Fulcra door hinges, achieved Environmental Product
Declaration (“EPD”) certification, creating additional revenue
opportunities as EPD certification becomes a prerequisite for
an increasing number of tenders in the market.
Work to optimise the division’s seals manufacturing business
continued following the closure of the German seals
manufacturing plant at the end of 2022, with the transfer
of its production to the Newton Aycliffe facility in the UK
now completed. This consolidation will deliver structural
improvements to profitability and enhanced customer service
levels. The business also took further action to reduce the fixed
cost base, including closing its manufacturing operation in
Brazil in July 2023, and exiting completely from the loss-making
Chinese market at the end of the year. In the division’s largest
hardware manufacturing facility in Italy there has been
significant investment during 2023 in process automation and
robotics to enhance safety, capacity and efficiency.
Prior year pricing actions largely offset raw material and wage
inflation but the significant decline in sales and production
and the consequential negative effect on fixed cost absorption
resulted in a LFL adjusted operating profit decline of 31%,
with the adjusted operating margin decreasing to 10.5%. On
a reported basis, adjusted operating profit decreased by 37%,
reflecting the impact of foreign exchange.
Outlook
Recent construction PMI data suggests that the market
is likely to remain challenging in the first half of 2024.
GlobalData currently forecasts that the European
residential RMI market will decline by almost 5% in 2024,
whilst Euroconstruct forecasts a 4% contraction.
Offsetting the anticipated market weakness, the division’s
revenue performance in 2024 is expected to benefit from
ongoing share gains, an absence of customer destocking,
as well as continued growth from the GCC cluster, which is
expected to maintain its recent growth trend.
The priorities remain to capture share growth opportunities
through ongoing innovation and system house expansion
activities, whilst continuing to tightly manage the cost base.
The division will also continue to take measures to reduce
the fixed element of its cost base to reduce its operating
leverage and will benefit in 2024 from both the absence
of losses in China and the operational improvements at its
Newton Aycliffe seals facility.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Case study
Expansion in GCC
via system house
collaboration
Tyman’s proactive approach involved early engagement,
collaborating with them during the initial stages of
new system development and conducting technical
verifications of their existing systems.
A key element in fostering and sustaining this relationship
with customers like Alumil is a deep understanding of
building codes, standards, certifications, and end-market
environments. Tyman’s domain expertise, coupled with a
committed and dedicated local support team, has played
a crucial role in establishing Tyman as a trusted adviser
to Alumil.
This collaborative approach with Alumil has produced
commercial benefits, exemplified by two development
projects in the UAE initiated in 2023. Tyman is partnering
with Alumil on the Baniyas North residential development
in Abu Dhabi, comprising approximately 3,400 residential
houses, and the Damac Lagoons development in Dubai,
covering 45 million sq. ft.
In both projects, Tyman is providing Giesse solutions to
enhance the balcony doors and windows of luxury villas
and townhouses, addressing the challenges posed by high
temperatures and proximity to bodies of water.
Pictured: Artist impression of homes in Damac
Lagoons development, Dubai.
Tyman has been successfully targeting market expansion
and share gains with major system houses across Europe
and the GCC for several years. It takes time to build
trusted partnerships with this segment of the market, but
once a supplier is designed and specified into a system
house’s customised solution it provides a stable recurring
source of revenue.
These benefits continue to manifest themselves with share
growth to this channel. Sales to this channel now comprise
22% of the International division’s sales (2022: 21%).
Building a collaborative, sustainable
relationship with leading GCC
system house, Alumil ME
The GCC has been Tyman’s fastest growing region over
recent years, and currently represents around 13% of the
International division’s sales.
A key system house customer for Tyman in the GCC is
Alumil. Over the past four years, a strong relationship has
been cultivated through consistent efforts to collaborate
during the design and specification phase of Alumil’s
window and door solutions.
Pictured: Artist impression of homes in
Baniyas North development, Abu Dhabi.
S
T
R
A
T
E
G
I
C
R
E
P
O
R
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3 9
STRATEGIC REPORT
Financial review
Excellent
cash
conversion
Inventory reduction initiatives delivered
cash conversion of 143% and leverage of
1.1x, at the low end of our target range.”
Juliette Lowes
Interim Chief Financial Officer at 31 December 2023
Income statement
Revenue and profit
Reported revenue for the year decreased by 8.1% to
£657.6 million (2022: £715.5 million), against a strong
comparator, largely reflecting a decline in volumes of
c.£108 million, driven by the weaker global macroeconomic
conditions, which began to take effect in the second half
of 2022, and unfavourable foreign exchange movements
of £6.4 million. The volume shortfall was partially offset by
the benefit of the carryover of prior year price increases of
£32.6 million and surcharges of £16.8 million to recover the
significant input cost inflation experienced across 2021 and
2022, for which there was a lag in recovery. There was also a
£7.1 million contribution from Lawrence, which was acquired
in July 2023. On a LFL basis, which excludes the revenue
generated from Lawrence and the adverse impact of foreign
exchange, revenue decreased 8.3% compared to 2022.
Operating profit decreased by 14.9% to £60.2 million
(2022: £70.7 million). The impact of the drop through of lower
sales volumes was c.£35 million. Production volumes were
down more than sales volumes in order to reduce inventory
levels, and although significant cost reductions were achieved
in response to lower demand, the net effect on fixed cost
absorption was significant, and this, combined with the
knock-on effect of machinery delays on the Access 360 site
consolidation, impacted profitability by c.£10.2 million. The
carryover of pricing actions and tariffs of £49.4 million more
than offset in-year material, wages and salary, and other
input cost inflation of £14.5 million, with the significant lag
experienced over the last two years now reversed. Operating
profit was also impacted by adverse transactional foreign
exchange movements of £1.4 million and adjusting items,
which included restructuring costs, M&A activity, CEO
transition costs, and the impact of the significant devaluation
of the Argentinean Peso in December 2023 on retranslating
Euro-denominated payables. The acquisition of Lawrence
benefitted operating profit by £3.1 million. Adjusted operating
profit, which excludes the adjusting items and amortisation
of acquired intangibles, decreased by 10.8% to £84.4 million
(2022: £94.6 million).
Operating margin decreased by 70 bps to 9.2% (2022: 9.9%)
and adjusted operating margin decreased by 40 bps to
12.8% (2022: 13.2%), largely as a result of the lower sales
and production volumes, and the challenges with the Access
360 site consolidation. On a LFL basis, excluding the adverse
impact of foreign exchange and benefit from Lawrence,
adjusted operating margin decreased by 64 bps.
Reported profit before taxation decreased by 18.6% to
£50.0 million (2022: £61.4 million), primarily as a result of the
lower operating profit and an increase in net finance costs,
driven by increases in global interest rates and debt drawn
down to fund the Lawrence acquisition. Adjusted profit before
tax decreased by 12.6% to £75.0 million (2022: £85.8 million),
as a result of the lower adjusted operating profit and higher
interest charge.
Materials and input costs
Materials1
Aluminium
Polypropylene
Stainless steel
Zinc
Far East
components4
2023
£m
17.9
39.3
59.4
29.4
17.2
Average2
-25%
-26%
-14%
-11%
Spot3
-31%
-11%
-40%
-18%
-6%
+3%
1 2023 materials cost of sales for raw materials, components and
hardware for overall category.
2 Average 2023 tracker price compared with average 2022 tracker
price.
3 Spot tracker price as at 31 December 2023 compared with spot
tracker price at 31 December 2022.
4 Pricing on a representative basket of components sourced from the
Far East by Tyman UK & Ireland.
4 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Both spot and average prices across all major categories
moderated in 2023, except for the spot rate on Far East
components, following significant inflation over the previous
two years. However, as higher priced inventory carried into
the year was still being sold through, the Group only began
to realise the benefit of input cost reductions towards the
end of the year. Previously implemented price increases
and surcharges are now recovering the gap experienced
over the last two years as a result of the timing lag driven by
the magnitude and frequency of cost increases, as well as
customer pricing mechanisms.
Selling, general and administrative expenses
Selling, general and administrative expenses increased to
£157.1 million (2022: £151.2 million), predominantly due to
salary and other cost inflation, the acquisition of Lawrence
and adjusting items of £10.6 million (2022: £6.3 million),
partially offset by lower amortisation of acquired intangibles,
the effect of cost control measures implemented in response
to weaker demand and foreign exchange movements.
Adjusted selling, general and administrative costs, which
excludes the impact of adjusting items, and amortisation of
acquired intangibles, increased to £132.9 million (2022: £127.3
million).
Adjusting items
Certain items that are considered to be significant in
nature and/or quantum have been excluded from adjusted
measures, such that the effect of these items on the Group’s
results can be understood and to enable an analysis of trends
in the Group’s underlying trading performance.
Restructuring costs
CEO transition costs
M&A costs
Argentina devaluation charge
2023
£m
(6.7)
(1.3)
(1.4)
(1.2)
2022
£m
(6.3)
–
–
–
Total adjusting items
(10.6)
(6.3)
The restructuring costs of £6.7 million comprise costs related
to the Access 360 site consolidation, costs related to a
targeted reduction in workforce in North America, and costs
associated with the streamlining of the International division
operations, including the final costs relating to the closure of
the Hamburg facility, cessation of manufacturing in Brazil and
closure of the Chinese business.
The CEO transition costs of £1.3 million include exit costs
relating to the former CEO, as well as recruitment costs for
the new CEO.
M&A costs of £1.4 million comprise costs associated with the
Lawrence acquisition, including due diligence, legal fees, and
other acquisition-related costs, as well as a charge associated
with the estimated earn-out, which under accounting
standards is treated as post-combination remuneration
rather than consideration due to it being conditional on the
continuing employment of a key employee.
The Argentina devaluation charge of £1.2 million relates to
the impact of the significant devaluation of the Argentinian
peso in December 2023, following the change in government,
on retranslating Euro-denominated payables.
4 1
STRATEGIC REPORT
Financial review
Finance costs
Net finance costs increased to £10.2 million (2022:
£9.3 million).
Interest payable on bank loans, private placement notes and
overdrafts increased to £10.8 million (2022: £6.9 million),
predominantly reflecting a significantly higher weighted
average interest rate, a draw-down of the revolving credit
facility to fund the Lawrence acquisition consideration of
£43.8 million, and a favourable impact of foreign exchange.
The weighted average interest rate increased to 5.1%
(2022: 3.4%), driven by the effect of a significant increase in
global base interest rates on floating rate RCF debt, which
more than offset the improved coupon rates on the USPP
debt issued in April 2022. Finance costs were also impacted
by a loss on revaluation of derivative financial instruments of
£0.3 million (2022: £0.1 million gain), driven by the movement
in foreign exchange rates.
Interest on lease liabilities of £2.6 million decreased slightly
(2022: £3.0 million), reflecting a lower average lease liability,
partially offset by the impact of higher interest rates on new
leases. Finance costs also included amortisation of capitalised
borrowing costs of £0.5 million (2022: £0.6 million) and
pension interest costs of £0.2 million (2022: £nil).
Interest income from short-term bank deposits amounted to
£3.4 million (2022: £0.9 million), reflecting an increase in base
interest rates.
Forward exchange contracts
At 31 December 2023, the Group’s portfolio of forward
exchange contracts at fair value amounted to a net liability of
£0.5 million (2022: net liability of £0.2 million). The notional
value of the portfolio was £34.8 million (2022: £19.8 million),
comprising US dollar and Euro forward exchange contracts
with notional values of US$43.9 million and €0.4 million
respectively (2022: US$23.3 million; €0.7 million). These
contracts have a range of maturities up to 15 January
2025. During the year, a loss of £0.3 million (2022: gain of
£0.1 million) was recognised directly in the income statement.
Interest rate swaps
In 2022, the Group entered into a cross-currency interest
rate swap, swapping US$10 million of the USPP debt for
£3.7 million and €5.0 million to fund the Group’s UK and
International operations. At 31 December 2023, the fair value
of these swaps amounted to a net liability of £0.3 million
(2022: net asset of £0.2 million), with a fair value loss through
OCI of £0.5 million (2022: gain of £0.2 million) recognised.
Taxation
The Group reported an income tax charge of £11.8 million
(2022: £13.6 million), comprising a current tax charge of
£14.5 million (2022: £17.6 million) and a deferred tax credit
of £2.7 million (2022: credit of £4.0 million). The effective tax
rate was 23.6% (2022: 22.0%), with the increase reflecting that
2022 benefitted from the release of transfer pricing provisions
no longer required.
The adjusted tax charge was £16.4 million (2022: £18.5
million) representing an adjusted effective tax rate of 21.9%
(2022: 21.6%).
4 2
During the period, the Group paid corporation tax of
£15.5 million (2022: £21.5 million). This reflects a cash tax
rate on adjusted profit before tax of 20.7% (2022: 25.1%).
The decrease reflects the timing of payments on account, with
a refund of previously overpaid tax being received in 2023.
Earnings per share
Basic earnings per share decreased by 20.4% to 19.6
pence (2022: 24.6 pence), and adjusted earnings per share
decreased by 13.3% to 30.1 pence (2022: 34.7 pence),
reflecting the decrease in profit after tax. There is no material
difference between these calculations and the fully diluted
earnings per share calculations.
Cash generation, funding and liquidity
Cash and cash conversion
Net cash generated from operating activities increased by
79.5% to £108.8 million (2022: £60.6 million), reflecting a
working capital inflow of £29.8 million compared to a working
capital outflow of £31.4 million in 2022, primarily as a result
of actions taken to reduce inventory in the period, following
a significant build in 2022. This was partially offset by lower
profit before tax and cash outflows on provisions relating to
restructuring activities. Adjusted operating cash flow, which
excludes cash flows from adjusting items, increased to £120.4
million (2022: £60.1 million), reflecting the higher net cash
from operating activities and lower capital expenditure.
Free cash flow of £85.0 million in the period was higher than
2022 (2022: £27.1 million), as a result of the higher adjusted
operating cash flow and lower income tax payments, offset by
higher pension contributions and adjusting item cash costs.
Debt facilities
Bank and US private placement facilities available to the
Group as at 31 December 2023 were as follows:
Facility
Maturity
Committed
2022 Facility (multi-currency)
Dec 2027
£210.0m1
5.37% USPP
3.51% USPP
3.62% USPP
Nov 2024
US$45.0m
April 2029
US$40.0m
April 2032
US$35.0m
1 The Group also has potential access to an uncommitted
£100.0 million accordion facility.
The option to extend the multi-currency revolving credit
facility by one year was exercised during the year, giving
a maturity date of December 2027. There were no other
changes to the revolving credit facility and US private
placement notes during the period, details of which are
outlined in the Annual Report and Accounts for the year
ended 31 December 2022. There were no defaults in the
period under the terms of loan agreements.
Both the USPP notes and the RCF incorporate sustainability
performance targets that align with Tyman’s sustainability
roadmap (see note 18). These incentive mechanisms result in
a modest reduction or increase in the interest rate depending
on performance against these targets.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Liquidity
Covenant performance
At 31 December 2023, the Group had gross debt of
£231.4 million (2022: £250.1 million) and net debt of
£167.7 million (2022: £175.5 million). Adjusted net debt,
which excludes lease liabilities and capitalised borrowing
costs, was £110.3 million (2022: £115.9 million), with the
decrease reflecting operating cash generation, including
the lower working capital, as well as a benefit from foreign
exchange movements. This reduction was achieved despite
completing the acquisition of Lawrence for cash consideration
of £43.8 million.
The Group had cash balances of £63.7 million (2022:
£74.6 million), bank overdrafts of £25.4 million (2022:
£16.4 million) and committed but undrawn facilities
of £144.8 million (2022: £125.8 million). This provides
immediately available liquidity of £183.1 million (2022:
£184.0 million). The Group also has potential access to the
uncommitted £100.0 million accordion facility, which has
remained unchanged from the previous year.
At 31 December
2023
Test
Performance1
Headroom2
Leverage
Interest cover
< 3.0×
> 4.0×
1.1x
£65.4m (65%)
13.2x
£68.0m (70%)
1 Calculated covenant performance consistent with the Group’s
banking covenant test (banking covenants exclude the effect of
IFRS 16). See APMs on page 239 for interest cover and page 240 for
leverage.
2 The approximate amount by which covenant adjusted EBITDA would
need to decline before the relevant covenant is breached.
At 31 December 2023, the Group retained significant
headroom on its banking covenants. Leverage at the year end
was 1.1x (2022: 1.0x), reflecting the funding of the Lawrence
acquisition, partially offset by the strong free cash flow.
Interest cover at 31 December 2023 was 13.2x (2022: 18.2x).
4 3
STRATEGIC REPORT Financial review
Balance sheet – assets and liabilities
Trade working capital
£m
Inventories
Receivables
Payables
Working capital
2022 Movement Acquisitions
153.1
67.5
(55.8)
164.8
(28.7)
2.7
(2.7)
(28.7)
0.5
1.0
(0.1)
1.4
FX
(5.9)
(3.0)
1.9
(7.0)
2023
119.0
68.2
(56.7)
130.5
Trade working capital at the year end was £130.5 million
(2022: £164.8 million). The trade working capital reduction at
average exchange rates was £28.7 million (2022: £25.3 million
build). The acquisition of Lawrence contributed an additional
£1.4 million to trade working capital.
The decrease in inventory at average exchange rates was
£28.7 million (2022: £4.8 million increase). This was driven
by initiatives implemented to bring inventory down to more
normalised levels, following a build driven by supply chain
disruption through 2022. Trade receivables increased due
to an increase in sales levels towards the end of the year,
and trade payables increased as a result of the timing of
inventory purchases.
Trade working capital decreased by £7.0 million
(2022: £10.2 million) due to foreign exchange movements.
Capital expenditure
Gross capital expenditure decreased to £15.6 million
(2022: £24.1 million) or 1.1x depreciation (excluding RoU asset
depreciation) (2022: 1.7x). The reduction reflected timing
of investments, with 2022 including spend associated with
footprint projects, and some catch up of expenditure deferred
from prior years. Net capital expenditure was £15.5 million
(2022: £24.0 million).
Goodwill and intangible assets
At 31 December 2023, the carrying value of goodwill and
intangible assets was £465.5 million (2022: £457.0 million).
The acquisition of Lawrence increased goodwill and intangible
assets by £39.7 million, which was partially offset by the
impact of foreign exchange of £18.4 million, a write-off of
£1.0 million relating to the closure of the China business,
and amortisation of intangible assets through the income
statement of £16.3 million (2022: £19.6 million).
Provisions
Provisions at 31 December 2023 decreased to £5.5 million
(2022: £7.9 million), reflecting the utilisation of the provision
made in the prior year for the closure of the Hamburg facility,
partially offset by a provision made for costs of the closure
of the China business, expected to be utilised in the first half
of 2024.
Defined benefit pension scheme
The Group’s net defined benefit pension liability decreased to
£2.6 million (2022: £4.3 million), reflecting the termination of
the two US defined benefit pension schemes. The process to
terminate the schemes commenced in 2021 and completed
in 2023, with the final funding payments amounting to £2.4
million being made. Termination of these schemes reduces
income statement volatility, administration costs, and future
cash outflows. The remaining £2.6 million liability relates to
the statutory pension obligation in Italy, which is unfunded.
Balance sheet – equity
Shares in issue
At 31 December 2023, the total number of shares in issue was
196.8 million (2022: 196.8 million), of which 0.4 million shares
were held in treasury (2022: 0.5 million).
Employee Benefit Trust purchases
At 31 December 2023, the Employee Benefit Trust (“EBT”) held
1.4 million shares (2022: 2.1 million). During the period, the
EBT purchased 0.2 million shares in Tyman plc at a total cost
of £0.5 million (2022: 2.0 million shares at a total cost of £6.6
million).
Dividends
A final dividend of 9.5 pence per share (2022: 9.5 pence),
equivalent to £18.5 million based on the shares in issue as at
31 December 2023, will be proposed at the Annual General
Meeting (2022: £18.4 million). The total dividend declared
for the 2023 financial year is therefore 13.7 pence per share
(2022: 13.7 pence). This equates to a Dividend Cover of 2.2x,
within the Group’s target range of 2.0x to 2.5x adjusted EPS.
The ex-dividend date will be 25 April 2024 and the final
dividend will be paid on 29 May 2024 to shareholders on the
register at 26 April 2024.
Only dividends paid in the year have been charged against
equity in the 2023 financial statements. Dividend payments
of £26.6 million were paid to shareholders during 2023
(2022: £25.4 million).
Other financial matters
Return on capital employed
ROCE decreased by 160 bps to 11.7% (2022: 13.3%) primarily
as a result of the lower adjusted operating profit, partly offset
by lower average working capital.
Return on acquisition investment
Lawrence was acquired in July 2023 for consideration of £43.8
million. As the acquisition was only completed in the second
half of the year, ROAI will be reported in 2024. Lawrence has
performed encouragingly in the period since acquisition, has
good prospects and is on track to exceed the minimum return
threshold of 14% within two years of acquisition.
4 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Currency
Currency in the consolidated income statement
The principal foreign currencies that impact the Group’s results are the US dollar and the Euro. In 2023, Sterling was slightly
stronger against the US dollar and weaker against the Euro when compared with the average exchange rates in 2022.
Translational exposure
Currency
% movement in average rate
£m Revenue impact1
£m Profit impact1
1c decrease impact2
US$
0.6%
(2.4)
(0.3)
£401k
Euro
(2.0%)
1.5
0.2
£60k
Other3
–
(11.2)
(4.2)
–
Total
–
(12.1)
(4.3)
–
1 Calculated based on 2023 revenue and adjusted operating profit at 2022 exchange rates.
2 Defined as the approximate favourable translation impact of a 1c decrease in the Sterling exchange rate of the respective currency on the
Group’s 2023 adjusted operating profit.
3 Other currencies include the Argentinian Peso, which was significantly impacted by devaluation in 2023.
The net effect of currency translation caused revenue
and adjusted operating profit from ongoing operations
to decrease by £12.1 million and £4.3 million respectively
compared with 2022.
Transactional exposure
Divisions that purchase or sell products in currencies
other than their functional currency will potentially incur
transactional exposures. For purchases by the UK & Ireland
division from the Far East, these exposures are principally
Sterling against the US dollar or Chinese renminbi.
The Group’s policy is to recover adverse transactional currency
movements through price increases or surcharges.
Divisions typically buy currency forward to cover expected
future purchases for up to six months. The objective is to
achieve an element of certainty in the cost of landed goods
and to allow sufficient time for any necessary price changes to
be implemented.
The loss on foreign exchange derivatives in 2023 is
£0.5 million (2022: £0.2 million gain). The Group’s other
transactional exposures generally benefit from the existence
of natural hedges and are immaterial.
2024 technical guidance
The working capital cycle is expected to normalise, with
minimal net cash outflow across the year following a seasonal
build at the half year of c.£20–25 million.
Capital expenditure is expected to be c.£25 million, reflecting
ongoing investment in new product development, operational
excellence, and systems upgrades.
Adjusted operating cash conversion is expected to return
closer to the target average of 90%, reflecting more
normalised working capital movements.
Leverage is expected to be below the target range of 1.0x to
1.5x covenant adjusted EBITDA absent any M&A activity.
Net interest charge is expected to be c.£8–10 million,
reflecting lower average net debt.
The adjusted effective tax rate is expected to be c.24.0–26.0%.
Juliette Lowes
Interim Chief Financial Officer at 31 December 2023
6 March 2024
4 5
STRATEGIC REPORT Sustainability performance
Safety excellence
Introduction
Safety is a focus at every level of the Group from the Board
and Execeutive Committee (“ExCo”) to divisional leadership,
site management and functional teams. Local management
is responsible for health and safety performance with
oversight provided by dedicated divisional Health, Safety
and Sustainability (“HSS”) leads. To view Tyman’s governance
arrangements for health and safety visit www.tymanplc.
com/application/files/2716/4873/2558/Tyman_health_and_
safety_management_system.pdf and to view Tyman’s updated
health and safety policy visit www.tymanplc.com/application/
files/5716/2160/6164/Group_Health_and_Safety_Policy.pdf.
All of the Group’s businesses have management systems
in place to identify, control and act on all health and safety
risks in the workplace, alongside training, audits and local
management reviews. Where appropriate for their particular
markets, Tyman’s businesses also seek external certification
to international health and safety standards. All injuries
resulting in first aid or more are investigated. Lessons learned
from Hi-Po near misses and other incidents are shared across
the Group and, where appropriate, safety alerts are issued
and corrective actions tracked to closure.
The Group tracks its safety performance through leading
and lagging indicators, which are underpinned by
groupwide safety standards focused on key areas of risk.
All manufacturing plants and distribution centres complete
a gap analysis against each standard. Corrective action plans
then address areas for improvement. Since their deployment,
nearly 3,000 corrective actions have been implemented (2022:
2,010). Two new standards were developed in 2023 and going
forward, focus will shift to ongoing reviews of these standards
to ensure they remain effective and audit compliance at
facility level.
Standard
Lock Out Tag Out (“LOTO”)
Electrical safety
Machinery safety
Fall prevention/working at height
Manual handling and ergonomics
Fork-lift truck operations
Confined space entry
Contractor management
Chemicals management
Preventive maintenance (draft)
Total
Safety performance
Date deployed
May 2020
October 2020
January 2021
May 2021
October 2021
January 2022
August 2022
December 2022
May 2023
–
# corrective actions
closed since
deployment
357
371
356
306
225
379
274
315
369
–
2,952
The Group’s headline safety metrics are the Total Recordable
Incident Rate (“TRIR”) for incidents requiring medical
intervention beyond first aid and the Lost Time Incident
Frequency Rate (“LTIFR”) for incidents involving time off
work, both expressed per million hours worked. With the
impact of COVID-19 and subsequent operational disruption
in responding to unprecedented demand in 2021/22 now in
the past, Tyman recorded its best ever safety performance
in 2023.
In 2019, the Group set out its safety excellence ambition to
achieve world-class levels of performance, targeting a LTIFR
of <1.0 by 2022 and a world-class TRIR of <3.0 by 2026. The
Group’s LTIFR of 1.0 during the year, is a 28% improvement
on 2022 and just short of the ambitious goal set four years
ago. Tyman’s TRIR (a broader measure of safety performance)
reduced by 26% ending the year at 4.2 (2022: 5.7). Tyman’s
safety performance also continues to compare favourably
against industry benchmarks (equivalent LTIFR between 4.5
and 6 and a TRIR of 16.5–181). Going forward, the Group’s
core safety metric will be the TRIR, encompassing both lost
time and injuries requiring medical intervention beyond first
aid. The TRIR also features in the Group’s LTIP (pages 148
and 156).
To ensure that the significant progress made in recent years is
maintained and improved upon, the Group developed a safety
leadership playbook during the year as a refresher for the
hundreds of leaders across the Group that have completed
Tyman’s safety leadership programme, first launched in 2020.
The playbook has been designed to re-connect leaders at all
levels with key concepts from the course, introduce some new
behavioural models/engagement techniques and challenge
them to make a new “bold commitment” to take their
safety leadership to the next level. Deployment has already
commenced in North America and will be extended globally
in 2024.
1 Source: US Bureau of Labor Statistics 2022 for other plastics
manufacturing (NAICS 32619), window and door manufacturing
(332321), hardware manufacturing (3325) and turned product and
screw, nut and bolt manufacturing (33272).
4 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Safety performance overview – all employees (permanent and temporary)1
Metric2
Targets
2023
2022
2021
2020
2019
Lost Time Incident Frequency Rate
(LTIFR)2 including COVID-193
Lost Time Incident Frequency Rate
(LTIFR) excluding COVID-19
Total Recordable Incident Rate (TRIR)4
including COVID-19
Total Recordable Incident Rate (TRIR)
excluding COVID-19
Number of serious incidents5
Number of Hi-Potential Near Miss
Incidents6
<1.0
<3.0
by 2026
zero
1.0
1.0
4.2
4.2 7
–
23
2.5
1.4
6.7
5.7
–
24
4.4
1.9
9.9
7.4
–
18
3.1
1.5
7.5
5.8
1
24
4.0
4.0
7.6
7.6
4
21
1 Covers all permanent and agency staff working under the Group’s direct supervision worldwide. Injuries to visitors or contractors reported
separately in the sustainability data table online.
2 Lost Time Incident Frequency Rate per 1 million hours worked (incidents resulting in one or more days away from work, excluding the day of
the incident).
3 The Group uses the US OSHA definitions for its classification of work-related injuries and illnesses. Lost time incident reporting includes
workplace transmission cases of COVID-19 for the period 2020–2022, where “close contact” has been identified (<2 metres for 15 minutes or
more in any 24-hour period). Incident frequency rates are expressed with, and without, COVID-19 cases to enable a LFL comparison with pre-
pandemic years.
4 Total Recordable Incident Rate for all work-related injuries or illnesses to employees/agency staff that causes fatality, unconsciousness, lost
workdays, restricted work activity, job transfer or medical care beyond first aid, per 1 million hours worked.
5 Serious incidents are those deemed life threatening or life changing due to their severity.
6 Hi-Po near miss incidents are those that did not cause serious injury but could have done under different circumstances.
7 Subject to Limited Assurance by Bureau Veritas (pages 244 to 245).
Lost Time Incidents by cause 2023 vs 2022
improvement opportunities (16,760) and positive safety
observations (4,015) being reported.
8
9
8
7
6
5
4
3
2
1
0
4
0
0
Burns &
scalds
1
1
1
Pinch/
cut/
contact
Manual
handling
0 0
0
Other
COVID-19
3
33
2
Repetitive
strain/
motion
Slip,
trip, fall
2023
2022
Zero contractor-related lost time or other recordable injuries
were reported during the year (2022: 1). Likewise, with the
ending of the COVID-19 pandemic, no work-related instances
of this illness were reported in 2023.
A review of Hi-Po near-miss incidents revealed that over half
of the 24 incidents investigated in 2022 related to forklift truck
operations. A cross-divisional working group was established
to review these incidents and improvements were made to the
Group’s Powered Industrial Trucks standard in terms of risk
assessments for non-routine lifting/loading operations, driver
observation audits and a telemetry specification for new
forklifts with a range of proximity and other safety-related
sensors for improved vehicle and pedestrian safety.
The Group is encouraged to see all its leading indicators
continuing to trend positively during the year, with
record numbers of safety leadership tours (4,161), safety
However, the Group received two safety-related citations from
the regulatory authorities in North America (2022: zero). Both
related to inadequate guarding at the Group’s plants in Sioux
Falls and Statesville, resulting in penalties of US$3,073 and
US$5,122 respectively (£6,581 in total). Corrective actions were
promptly completed in both cases. See the Group’s full suite
of health and safety metrics in the Tyman sustainability data
table at www.tymanplc.com/sustainability.
The Group shared its approach to behavioural safety with
its suppliers in China (page 25) and has included safety
expectations in a new Tyman Supplier Code of Conduct
(page 75).
Occupational health and wellbeing
Health surveillance programmes are in place across the
Group for routine exposures such as noise and airborne dust/
fumes from painting and welding. Zero occupational health
exposures resulted in lost time during the year (2022: one),
although three cases of Carpal Tunnel Syndrome were
diagnosed at one of the Group’s plants in Wolverhampton.
An extensive ergonomic review of repetitive assembly
activities was undertaken, and a mitigation programme
was implemented at the facility including modifications to
working practices, training and use of mechanical aids/new
manufacturing processes to further reduce manual handling
and repetitive tasks.
4 7
STRATEGIC REPORT Sustainability performance
Environment
Environmental management systems
All the Group’s businesses are required to maintain policies and programmes for managing the environment, including
compliance with local regulations. These policies and management systems cover areas such as the use of materials, and
ongoing energy, water and waste reduction programmes. These measures help improve production efficiencies, deliver
compliance with legal obligations, reduce costs and minimise the Group’s environmental impacts.
Where considered appropriate for their particular markets, Tyman’s businesses also seek external certification to international
environmental standards. Operations in the UK and Italy have environmental management systems in place that are externally
certified to the ISO 14001 international standard, representing 27% of the Group’s revenue (2022: 24%). The Group believes its
approach to a more sustainable future is best served through the ambitions and targets set out in its sustainability roadmap
(see page 23) rather than extending ISO 14001 certification to other locations.
Visit www.tymanplc.com/sustainability/sustainable-operations to access the Group’s environmental policy and visit
www.tymanplc.com/sustainability to access Tyman’s sustainability data online.
Energy and greenhouse gas emissions
The Group reports on its energy consumption and greenhouse gas emissions within the climate-related disclosures section
(pages 81 to 82).
Water stewardship
Following the successful commissioning of a new closed-loop recovery system at the Group’s most water-intensive plant in
Owatonna, which led to a reduction of 45% in water consumption in 2021, the Group examined its water use in the context of
those sites operating in areas of very high water stress in 2022 as part of its CFD work programme. The WRI Aqueduct model
and Moody’s 427 climate risk tool were used to identify five sites as operating in such areas. A cap of 233,000 m3, has been
set for these water-stressed sites, while more detailed assessments are undertaken to determine the scope to drive down
consumption still further. The Group’s water consumption decreased by 4% to 241,970 m3 during the year (2022: 253,168 m3),
driven by reduced production and fewer working hours.
Water sources1
Municipal authorities (m3)
Ground water (m3)2
Total water usage (m3)
Total water usage in water stressed
areas (m3) (five sites)3
Water use m3 per £m revenue
2026
target
233,0004
2023
2022
2021
2020
2019
225,640
235,242
264,659
450,956
499,093
16,329
241,969
217,913
17,926
253,168
224,378
23,904
288,563
260,595
368
354
454
17,426
19,965
468,382
519,058
–
818
–
846
1 All the Group’s water use is captured here. There is no abstraction from rivers, lakes or other water sources. Restatements in 2019–2022 due to
improvements in data quality.
2 Two manufacturing plants (Mexico and Brazil). Brazil facility was closed part way through 2023. 2023 also includes two months of imported
water supplied by tanker in Juarez following temporary cessation of municipal supply to replace distribution pipework.
3 Plants located in areas of very high water stress, as indicated by physical climate risk assessment (see page 68).
4 Capped at 10% of 2021 consumption.
4 8
Pictured: Daily safety briefing in Sydney.
Pictured: Noise assessment in Agnosine, Italy.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Waste management
The Group generated 10,181 tonnes of waste in 2023, of which 17% was landfilled (2022: 22% restated) and 83% was recycled/
recovered (2022: 78% restated). There has been an increased focus on recycling and diverting previously landfilled waste
to incineration. Hazardous waste represents a relatively small proportion of the total (3%), comprising materials such as oil
contaminated rags, cutting fluids, chemicals and fluorescent light tubes.
Waste arisings1
Tonnes non-hazardous waste to landfill
Tonnes hazardous waste to landfill
Tonnes non-hazardous diverted from landfill
(open-loop2 recycling, incineration, composting
etc.)
Tonnes non-hazardous waste diverted from landfill
(closed-loop3 recycling)
Tonnes hazardous diverted from landfill (recycling,
incineration)
Tonnes total waste arising
% total waste to landfill
Intensity ratio: total waste (non-hazardous and
hazardous) Tonne per £m revenue
2026
target
2023
1,591
160
2022
1,765
128
2021
2,118
367
2020
2,091
413
2019
2,301
432
5,437
4,397
4,677
4,331
4,743
2,842
1,920
–
–
–
151
10,181
17
328
8,538
22
248
7,410
34
155
6,990
36
149
7,626
36
Zero
15.5
11.9
11.7
12.2
12.4
1 Restatements in 2020-2022 due to improvements in data quality.
2 The process of recycling material into other products.
3 The process of recycling material back into the same product or product category.
As part of the deployment of the Sphera data capture system (see page 77) enhancements were made to the Group’s waste
metrics (Scope 3 category 5), increasing the granularity of data collected for specific waste streams and calculating associated
Scope 3 emissions. Through better reporting, the waste streams captured have increased. In previous years, zinc scrap from
the Group’s operations in Monterrey were omitted from reporting as this material was reprocessed by the plant’s zinc supplier
and returned to the plant for use in production in a closed loop system. For completeness, this material is now disclosed in a
restatement of the Group’s data table with a closed-loop recycling row added. Zinc accounted for 96% (2,716 tonnes) of the
2,842 tonnes closed-loop recycled waste reported in 2023.
The Group was fined 25,900 Mexican Pesos (£1,175) by the Mexican environmental regulator, PROFEPA, for two minor hazardous
waste violations during the year at its Bilco facility in Juarez (2022: one violation). The 2023 violations related to the failure to
maintain a log of internal movements of hazardous waste within the plant and failing to register the bio-hazard waste stream
from the site’s medical room with the regulator. Both non-compliances were promptly rectified.
Biodiversity
Tackling species extinction and destruction of the natural world is starting to gain momentum with initiatives such as the
Taskforce for Nature-related Financial Disclosures (“TNFD”). Many of the actions being taken by the Group to tackle climate
change by reducing emissions and eliminating plastic packaging will also benefit nature. During 2024, the Group will commence
a review of its biodiversity impacts, dependencies, risks and opportunities, starting with its own direct operations.
4 9
STRATEGIC REPORT Sustainability performance
Dependency
Tyman response
The extraction of fossil fuels, minerals and metal ores such
as bauxite for aluminium, impact the natural world.
Water is important at the Group’s manufacturing facilities
where die-casting and painting processes take place.
By taking a circular approach to the design and manufacture
of its products and specifying higher levels of recycled
content, these impacts can be reduced (pages 55 and 67).
By reducing the Group’s consumption of water, especially in
areas suffering high levels of water stress, these impacts can
be reduced (page 48).
GHG emissions negatively impact the natural world, with
climate warming known to cause species extinctions.
By taking action to reduce GHG emissions, the Group can
reduce these impacts (pages 81 to 82).
Packaging is responsible for habitat destruction and pollution
on land, rivers and the oceans. Similarly, discharges of
hazardous substances in the supply chain can impact the
natural world.
Natural capital improvement and nature-based solutions can
also be part of the solution to some sustainability challenges.
Procuring paper-based packaging from responsible sources
(e.g. FSC certified) and eliminating single-use plastics and
hazardous substances reduces these impacts (page 54).
Carbon removal projects such as forestry can play an
important role in tackling hard-to-reduce GHG emissions
(page 77).
Ethics and compliance
The Group believes that high standards of business ethics
are integral to the maintenance of its licence to operate, the
development of its culture and the achievement of its future
growth. Accordingly, Tyman seeks to maintain a reputation
for integrity in all of its business dealings and its relationships
with authorities and its workforce. The Group’s Code of
Business Ethics (“CoBE”), was published in 2021 and fully
deployed across the Group by early 2022. Since then, it has
become an integral part of the induction of new joiners across
the organisation and is regularly employed internally as well
as with external stakeholders.
View the Group’s Code of Business Ethics at www.tymanplc.
com/sustainability/sustainable-culture/ethics.
In 2023, Tyman continued to support its leaders and Integrity
Champions to foster a culture of integrity. Following on from
the success of the “Leading with Integrity (“LWI”)” programme
in 2022, where leaders attended workshops designed to help
them take practical steps to cultivate environments conducive
to ethical decision making, the Group has designed topic-
specific workshops to help them better identify and deal with
ethical dilemmas. Beginning in late 2023, Tyman started to
run webinars on “Conflicts of Interest” to its leaders.
During 2023, the Group further strengthened Tyman’s
Integrity Champions network through quarterly conference
calls and events. Tyman’s Integrity Champions help to localise
Business Ethics and Compliance programme materials and
initiatives, create local points of contact for employees,
champion business ethics and deliver training.
Speak Up
The freedom to raise concerns is a core component of a
high-performing, sustainable and ethical business culture,
where employees are confident that they will be supported to
“Do The Right Thing”. Leaders and Integrity Champions have
been trained, via the LWI workshops, to foster psychologically
safe environments that encourage speaking up, and the CoBE
sets out how employees can then raise any concerns.
In 2023, 47 Speak Up reports (35 reports related to the same
incident) were received by the General Counsel & Company
Secretary and investigated (2022: 11), with the findings of
each investigation and any corrective action taken reported to
the Board. In the period, 15 of the reports were determined to
be breaches of the CoBE on “Working Together”, and 14 were
serious enough to result in the dismissal of employees.
The Group does not know of it being subject to any regulatory
investigation during 2023 and confirms that its only
regulatory fines are the ones described in pages 47 and 49.
People
Training and development
Training and development programmes during the year
prioritised the Group’s investment in the development of
its leaders through a structured training plan (C3: Change–
Culture–Competency). The Group continued to implement its
LWI programme, launched the Tyman leadership competency
model and framework, and continued the deployment of
safety leadership training for new hires, as well as providing
ongoing technical/functional training.
72,921 hours of training were delivered in 2023, of which
39,672 were safety related (2022: 72,521 of which 41,163
hours were safety related), giving an average of 20.0 hours of
training per employee (2022: 19.5).
5 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The Group employs seven apprentices in Brazil, Canada and
the UK in a variety of roles in operational, commercial and
support functions. For example, in the UK, four apprentices
joined the division covering roles in health and safety,
sustainability, IT and customer services. In order to nurture
their development, each apprentice is given the opportunity
to undertake training and spend time with colleagues in other
areas of the business, and each individual receives the living
wage as part of their employment.
Health, safety and sustainability
apprentices
Two apprentices joined the Group in September and
October respectively to begin their careers at Tyman
UK and Ireland’s office in Wolverhampton. Hatty-
Mai McMahon is studying for her Safety, Health and
Environment National General Certificate qualification,
whilst supporting the delivery of Tyman’s safety
excellence programme. Ryan Hammond is studying
for his Corporate Responsibility and Sustainability
Level 4 qualification, whilst working on Life Cycle
Assessment studies that underpin Environmental
Product Declarations, as well as capturing
sustainability performance data in the Group’s new
Sphera software reporting platform (see page 77).
Remuneration
The Group strongly believes in fairly rewarding its employees.
In the UK, Tyman is an accredited Living Wage Employer by
the Living Wage Foundation. In the US, the Group pays above
a living wage as defined by the MIT Living Wage Calculator.
In 2023, The Chair of the Remuneration Committee met with
diverse groups of Tyman employees in the UK, the US, Mexico
and Italy to discuss the structure of executive remuneration.
As explained on page 134, such meetings resulted in the
restructuring of the remuneration framework for Tyman
North America’s leaders.
Diversity, equity and inclusion
To support its growth, the Group draws on the skills,
experiences and insights of a diverse workforce. Tyman’s
employment policies and practices require that an individual’s
skills, experience and talent are the sole determinants in
recruitment and career development rather than age, beliefs,
disability, ethnic origin, gender, marital status, religion and
sexual orientation. The Group is committed to supporting
employment opportunities that are consistent with its
principles on diversity and inclusion, in line with local laws and
accepted employment practices.
In 2023, Tyman’s Board renewed its commitment to the
Group’s diversity and inclusion by reaffirming Tyman’s
Diversity and Inclusion Policy, which can be found at www.
tymanplc.com/application/files/1616/2150/9060/Group_
Diversity__Inclusion_Policy.pdf. Furthermore, the Board
also committed to satisfying in 2024 the voluntary diversity
targets recommended by the Hampton-Alexander Review
and Parker Review and has codified such commitment
through the Tyman Board Diversity and Inclusion Policy,
which can be found here www.tymanplc.com/application/
files/8617/0791/5240/Tymans_Board_Diversity_Policy.pdf.
As of 31 December 2023, the Group employed 3,641
people (2022: 3,717), of which 1,505 workers were female,
representing 41% of the total headcount (2022: 40%). Of the
Group’s headcount, 38% is based in the US, 31% in Mexico,
with a further 15% in the UK and 9% in Italy. The Board had
female representation of 43% (2022: 43%) and at senior
management level (direct reports to the ExCo excluding
administrative roles) this was 23% (2022: 19%). Temporary
personnel accounted for 4.5% of the Group’s total employees
in 2023 (165), of which 98% are based in Australia, Canada,
Italy, the UK and US.
The Group’s workforce reduced by 2% during the year in
response to softening market conditions and planned facility
closures in Brazil and China.
Permanent and temporary headcount by gender
(2020–2023)
3,000
2,500
2,000
1,500
1,000
500
0
119
83
77
177
46
48
63
147
2,017
2,151
2,404
2,271
1,459
1,435
1,615
1,536
Female Male
Female Male
Female Male
Female Male
2023
2022
2021
2020
Permanent FTE
Temporary FTE
2023 Headcount: 3,641
Canada 2%
China 1%
Italy 9%
Mexico 31%
UK 15%
USA 38%
Latin America 1%
Other Europe 1%
Other International 2%
5 1
STRATEGIC REPORT Sustainability performance
Employee engagement
Two virtual conferences were held during the year for the
Group’s leadership teams. The first in February was attended
by over 130 leaders to update them on Tyman’s strategic
initiatives and the second in July, attended by 90 leaders,
provided an update on the Group’s half-year business
performance.
All locations carry out communications programmes
to engage their employees around important topics.
Communication methods include video conferencing,
webinars, video messages, town hall meetings, team
briefings, physical and electronic noticeboards, training
sessions, intranets, newsletters, Works Council meetings,
employee engagement focus groups, leadership tours/
Gemba walks, skip-level meetings, supervisor networks
and employee recognition events.
The Chief Executive Officer receives regular reports on
employee matters, holds skip-level meetings with employees
around the Group, and reports on employee matters to
the Board. Pamela Bingham, in her role as Non-executive
Director and Board member responsible for employee
engagement, also meets employees across the business to
understand local challenges and promote a direct link to
the Board. Five in-person meetings with cross-functional
representatives from sites in Italy, the UK and the US were
held during the year to coincide with site visits by the Board
(2022: four). Written and verbal reports were provided by
Pamela to the Board following each such meeting. In 2023,
the Remuneration Committee Chair, Paul Withers, also led
skip-level meetings with employees across the Group to
explain Tyman’s remuneration philosophy and how executive
pay supports the Group’s strategy and ambitions. For more
details, see page 134.
Of our employees, 25% belong to a recognised trade union
(2022: 26%). In addition to trade union representation,
a number of Works Councils exist, where required by
legislation, together with other employee consultation
groups, including safety committees. The Group continues
to have positive and constructive relationships with its
trade unions that collectively represent its employees.
Comprehensive consultation processes were undertaken
during the year with employees affected by closure plans for
the Group’s manufacturing facility in Brazil and warehousing
and office in China. For those who were made redundant,
financial severance payments and outplacement support were
provided to help them find new employment opportunities.
Employee engagement survey
In late 2023 the North American and International divisions,
together with head office, undertook a global all-employee
pulse survey. This survey followed the global all-employee
engagement survey undertaken in early 2022. A pleasing
84% of eligible employees responded to the pulse survey and
the results reflected a net improvement in the employee net
promoter score across the participants.
Tyman UK & Ireland undertook a separate all-employee pulse
survey in 2023 and received a 74% response rate, which was
in line with global benchmarks for manufacturing companies.
Further pulse surveys will be used to assess progress against
these plans, with the next employee engagement survey
planned for 2024.
Our communities
The Group has three core themes for its community
programmes, namely: (i) transforming careers through
STEM programmes for disadvantaged/under-represented
communities; (ii) transforming living and workspaces for
disadvantaged groups; and (iii) positively impacting the
natural world through conservation and climate projects.
Each division and head office has developed programmes
to focus on these priorities to leverage partnerships with
community groups/non-profit organisations and customers
to reduce inequalities in our society. These engagements
provide an opportunity for the Group’s employees to bring
its purpose and Code of Business Ethics to life, benefitting
both the business (through employee retention, attraction
and development) and the communities it operates in. The
single largest contribution was a €25,000 donation to the
municipality of Medicina following extensive flooding in the
Emilia Romagna region of Italy, together with a further 60
hours of employee volunteering in Company time to respond
to the clean-up programme (pages 56 to 57).
During 2023, 73 local fund-raising and community
engagement activities were undertaken across the Group
(2022: 50). The Group’s fund-raising and Company donation
activities delivered £67,534 of community investment in 2023
(2022: £46,463). Employee volunteering efforts increased
during the year, with 722 hours leveraged in Company time
(2022: 594).
Community investment 2023: £67,534
Company cash donation to charity: £42,542
Employee cash donation to charity: £2,886
Value of staff time volunteered in Company hours: £14,126
In-kind contributions to local communities: £7,981
5 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Sustainable products in use
Buildings are significant contributors to global carbon dioxide emissions, both during the construction phase and in operation,
and are estimated to account for nearly 40% of global emissions. Therefore, as countries around the world pursue net zero
goals by 2050 or sooner, reducing emissions generated during the construction of a building and/or its operation will become
more important. As many of the buildings likely to be in use in 2050 have already been built, saving energy in existing buildings
is a major area of focus and a growth opportunity for the Group. This could be via energy saving products (see table below
for examples) or more generally via components supplied for replacement windows and doors being part of the solution to a
“fabric-first” approach to building insulation.
The Group started measuring revenues from products that positively impact one or more of the UN SDGs in use in 2020
(£118 million). Sustainable product revenues increased to 23% of total revenues in 2023 (2022: 22%), amounting to £153 million
(2022: £156 million) driven by fire safety, energy saving and safety and health products.
% Group revenues3
Category (SDG)
Examples
Demand drivers
2023
2022
2021
2020
• Window and door seals
• Building codes (e.g. UK
11.0% 10.7% 11.5% 10.5%
Energy saving
•
•
Thermally broken roof hatches
Tilt ‘n’ turn micro-ventilation
products reduce energy losses in
winter/heat gain in summer
Building Regulations and
Future Homes Standard1)
•
Sustainability standards
(e.g. LEED and BREEAM)
• Government green
stimulus packages (e.g.
US Inflation Reduction
Act2 and EU Green Deal)
• High security locks and smart alarm
systems proven to reduce break-ins
(e.g. community/social housing)
• Reducing
community crime
4.4%
4.5%
5.2%
4.8%
Crime reduction
•
Fall prevention (window restrictors,
railing system and ladder access
protection)
Safety & health
products
• Health protection (door handles
anti-bacterial coatings)
• Health and safety
3.4%
2.8%
2.8%
2.6%
regulations
• Building codes
• Care homes/hospital
requirements
• Riser doors and smoke vents
• Health and safety
3.4%
2.7%
2.0%
2.0%
(fire-rated/certified)
•
Intumescent seals
Fire safety
products
• Building codes/fire safety
regulations
• Changing climate
(increasing fire risk)
• Products designed to meet the
• Ageing population
0.7%
0.6%
0.6%
0.6%
Inclusive living
needs of disadvantaged/vulnerable
groups such as the elderly and
those with disabilities
• Care homes/hospital
requirements
•
Severe weather protection
products (e.g. strengthened
window hardware and hurricane
resistant roof hatches)
• Water-tight sidewalk doors protect
critical infrastructure against
flooding
• Building codes
in hurricane
vulnerable areas
• Changing climate/
resilience (e.g. flooding)
Climate hazard
protection
TOTAL
0.5%
0.4%
0.4%
0.1%
23.3% 21.8% 22.5% 20.6%
1 Changes introduced by Parts F, L and O of the UK Building Regulations standards aim to reduce CO2 emissions by 30%, requiring improved
ventilation and the need to combat heat gain in new housing. From 2025, the UK’s Future Homes Standard will require reductions in CO2
emissions of 75–80% In Europe, changes to the Energy Performance of Buildings Directive and the Fit for 55 Package, which aims for a 55%
reduction in emissions by 2030, should also support continued growth of energy saving and ventilation products. Growing demand for double
and triple glazed units is expected to increase sales of seals and hardware.
2 The Inflation Reduction Act incentivises, via tax credits, homeowners to make energy efficiency upgrades with cap raised to 30% of the cost or
US$1,200 annually.
3 Restatement to include additional crime prevention and safety protection products not disclosed in previous reporting. 2020 and 2023 data
subject to Limited Assurance by Bureau Veritas (pages 244 to 245).
5 3
STRATEGIC REPORT
Sustainability performance
More detail of the environmental and social benefits of its
sustainable solutions can be found on the Group’s website
www.tymanplc.com/sustainability/sustainable-solutions.
The thermally broken roof hatch, for example, has a u-value
of 0.278 W/m2K compared to a standard roof hatch u-value
of 0.31 W/m2K (the lower the value, the better its thermal
insulation). They also sell for a 36% premium over the
standard hatch and deliver a 12% higher gross profit. Tyman’s
locks meet the high-performance standards recognised by the
Secured by Design national police crime reduction initiative in
the UK and our 3* cylinders are the only locks recommended
by the Neighbourhood Watch scheme.
Product management
Eco-design
Design for environment procedures are in place to ensure
sustainability is considered during stage-gate processes for
NPD activity. Criteria considered include packaging, hazardous
substances, carbon footprint and impact in use in terms of the
UN SDGs.
Product certifications
Revenues from products with product certifications such as
EPDs and C2C, declined to 4.6% of the Group’s total revenues
with a value of £30 million, compared to 5.7% in 2022 (2022:
£41 million). This was driven by the lapsing of generic EPDs
developed by the ARGE trade association for lock hardware.
The Group expects to increase the scope of its EPD coverage in
response to commercial and system house customer requests
(see page 74).
Circular economy
Quantifying Tyman’s value chain carbon footprint has
highlighted the importance of reducing emissions from
purchased raw materials (page 81). Working on reducing
these emissions now prepares the Group to respond to
customer demand for lower carbon products in the future and
helps to differentiate our offer in the marketplace.
Reusing post-consumer waste and specifying high levels of
recycled content offer good opportunities to reduce these
impacts. For example, the Group’s Cannon Falls extrusion
facility uses over 900 tonnes of post-consumer recycled PVC
in its products and the Giesse hardware business in Italy
successfully trialled the use of extruded aluminium with
70%+ recycled content compared to the current 23%, saving
an estimated 2,600 TCO2e in 2022. Recycled aluminium has
the benefit of using significantly less energy than virgin
aluminium. Work will continue to explore other circular
economy opportunities as the Group progresses its SBT plans
(page 55 and pages 72 to 77).
Packaging
The Group continues to work towards its goal of 100%
sustainable packaging by 2026 by optimising the amount of
packaging used, moving to more sustainable/renewable/fully
recyclable materials and avoiding single-use plastic packaging
where possible. Where single-use plastic is unavoidable, the
Group will look to source plastics with the highest levels of
recycled content, which can be recycled or composted via
arrangements that are widely available.
ERA’s new smart lock and hardware in 2023 now include
plastic-free packaging and de-inked cardboard cartons,
making recycling easier. Following retailer feedback on new
cardboard-based packaging for ERA’s smart lock and hardware
introduced earlier in the year, further work was undertaken
to find an optimum solution from both an environmental and
end-consumer perspective. Trials with Ocean-bound plastic,
made from 100% post-consumer plastic collected from the
natural environment are underway, which allow end-user
customers to see the product they are buying and allow them
to recycle the packaging at home in the municipal waste
stream.
Conflict minerals, human rights and
hazardous materials
As Tyman is not a US-listed company, §1502 of the U.S. Dodd
Frank Act on conflict minerals does not apply to it directly.
However, the Group abhors the human rights abuses that
are enabled by the sale of raw materials from controversial
sources and has taken steps to help it generate the
information that its customers need to disclose under §1502
of the U.S. Dodd Frank Act.
Tyman adheres to policies that support human rights
principles and, in keeping with its approach to human rights,
as set out in its Code of Business Ethics, it conducts due
diligence on its suppliers to ensure their alignment in this
respect. Further information on Tyman’s Supplier Code of
Conduct can be found on page 75.
The Group continues to work with trade associations, such
as the UK’s Surface Engineering Association (“SEA”) and the
European Federation of Associations of Locks & Builders
Hardware Manufacturers (“ARGE”), to find alternatives to
hazardous substances such as chromium VI in electroplated
products sourced from Asia and lead used in brass alloys for
locks and other hardware components.
Action is also being taken on identifying the use of Per-and
polyfluoroalkyl substances (“PFAs”) in the Group’s products
and operations. PFAs can be found in paints, lubricants and
in plastics given their frictionless properties. Preparations are
underway to meet reporting requirements in the US starting
in 2025 and developing phase-out plans ahead of potential
bans on sales of PFA-containing products by the end of this
decade.
5 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Product integrity
Each division is responsible for negotiating the terms and
conditions of trade with its suppliers. Tyman requires all
of its suppliers to adhere to the Group’s Code of Business
Ethics or a comparable set of principles of business conduct
and reserves the right to terminate a business relationship
and take appropriate action against any supplier that
breaches any part of the Code.
The Group values its relationships with its customers and
suppliers and seeks honesty and fairness in all its dealings
with them. The Group aims to supply and procure goods
and services efficiently, in accordance with specifications
and compliance with applicable regulations, without
compromising quality and performance. To achieve such
aims, the Group welcomes transparent dialogue with
its customers and suppliers in respect of any quality or
performance issues.
The Group’s businesses are encouraged to gain and
maintain certification to specific standards required by the
markets they serve, including quality, weather resistance,
security and fire protection.
Extensive product and safety-related testing is undertaken
by the Group’s in-house test facilities in the UK, US, Italy
and Australia, and externally through accredited partners.
Tyman UK & Ireland for example, has its own UKAS
accredited test facility in Wolverhampton to put its products
and complete window/door installations through a variety
of tests, including product strength, weather tightness and
other performance characteristics. Many of the Group’s
products have been tested to relevant BS/EN standards in
fire protection and acoustics and meet UL fire standards in
the relevant markets. Steel riser doors manufactured under
the Access 360 brand are independently CERTIFIRE rated,
making it the only access panel manufacturer in the UK to
offer independent bi-directional fire testing accreditation
from Warrington Fire.
Pictured: Our Fulcra hinges have
achieved EPD certification.
Case study
Meeting
customer needs
for lower carbon
components
The Group has estimated that the carbon emissions of
typical hardware components in a standard aluminium
double glazed window represent c.10% of the total
footprint of the window. The glazing and frame make up
the majority of the carbon footprint and, with the leading
glass and extrusion manufacturers targeting carbon
reductions of around 40–60%, this means that the relative
impact of hardware will increase when lower carbon glass
and frames come onto the market as the sector seeks to
decarbonise. Window OEMs are then likely to respond by
seeking carbon reductions from their hardware suppliers
too over time.
In March 2023, the Group hosted a sustainability
conference for system house customers in Barcelona.
During this event and subsequent discussions, it was clear
that sustainability was of growing importance to many of
them. More specifically, responding to their requirements
to develop EPDs that set out the carbon footprint of their
products and the components that go into them was an
opportunity for Tyman to differentiate its offer for more
sustainable solutions.
Later in the year, the Group successfully certified its Fulcra
and CHIC hinges to the ISO 14025 standard to meet this
requirement. The CHIC hinge EPD is now included in a
customised product for an Italian system house customer.
Plans are in development to reduce the carbon footprint
of the Fulcra 4700 series hinge by 35% by switching
to 70% recycled content aluminium1 giving a carbon
footprint of 3.85 kg CO2e per kg of product vs 5.92 kg CO2e
for the standard product in the EPD, while maintaining the
same performance and quality of CE Marked product. The
Group will also seek to introduce lower carbon steel alloys
for its CHIC hinge to further reduce the embodied impact
of this material, together with broader engagement of
the supply chain to increase recycled content of other
components and decarbonise supplier manufacturing
processes.
1 Up from an assumed zero recycled aluminium content
according to life cycle assessments using SimaPro 9.4.02
and Ecoinvent 3.8 databases and simulation software for the
upstream raw material impacts of processing and supplying
extruded aluminium to Tyman (A1-A3).
5 5
STRATEGIC REPORT Case Study
Tyman
supporting the
flood relief efforts
in northern Italy
In May 2023, heavy storms caused severe flooding
and landslides in the northern Italian region of
Emilia-Romagna, leaving many people dead and
thousands homeless. It was the heaviest rainfall in the
area since records began, and the resulting floods were so
severe that 21 rivers broke their banks, submerging entire
towns and causing landslides. The worst-affected area was
Emilia-Romagna and parts of the central Marche region.
Tyman’s major hardware manufacturing facility at Budrio
was in the affected area, and whilst the site itself was not
flooded or damaged, the operations closed for several
days as it was impossible for employees, suppliers and
transport companies to travel safely around the area.
A large number of Tyman’s workforce at Budrio was
directly affected by the flooding but, thankfully, no
one was injured. However, the flooding and landslides
devastated whole communities in the area. Many
people had to abandon their homes and belongings
to be rescued by helicopters and dinghies, and there
was significant damage to roads, bridges, houses, cars,
businesses, and crops.
Tyman’s employees felt strongly that they wanted to do
whatever they could to help the affected people rebuild
their lives and communities. Tyman made a financial
donation of €25,000 to support local recovery and
rebuilding efforts but, more importantly, large numbers
of Tyman employees volunteered a significant amount of
their own time, and considerable physical effort, to help
those most in need. This mainly involved many hours
of shovelling mud from houses, garages, roads and
businesses to enable people to try and recover as many of
their belongings as possible and return to work.
In Faenza, the devastation was unimaginable,
like a scene from a battlefield. Despite the
shock, the sight of people losing everything
spurred me into action. What truly moved
me was the collective willpower, especially
among the youth, to rebuild and find
moments of lightness amidst the hardship.
Notably, helping a favourite pizzeria, which
has now triumphantly reopened, brought me
immense satisfaction.”
Massimo Menetti
It was a very deep and challenging experience
where I learnt that the power of the nature is
very hard but if the people are joined they can
do a lot.”
Catia Samaritani
5 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Faenza’s flood left deep scars, with a thousand
still homeless today. I saw its impact firsthand
at my best friend’s family home, where the
receded waters left six meters of devastation
and a dense layer of mud. Together with
friends, we joined the cleanup, shovelling
mud, determined to rebuild and restore.
In every action, the message was clear –
Romagna doesn’t give up.”
Mirko Scheda
I am continually impressed by the people I
work with at Tyman but never more so than
when so many of the Budrio team ran to the
aid of people locally who needed help. We
always want to be a part of the communities
we operate in and this was a perfect example
of what this means.”
Peter Santo (President, Tyman International)
5 7
The hardest part was seeing people lose
so much and realising the extent of their
need. But in helping, you find a strength
you didn’t know you had. The mud
was relentless, but so was our resolve.
Every shovel of mud moved was a step
towards recovery, a testament to the
community’s resilience.”
Jessica Nasi
During COVID-19, Romagna supported
us, and now it was our turn to reciprocate.
With “Medicina Rossoblu”, I spent
three weeks in Sant’Agata sul Santerno,
removing flood debris. Coordinated by
the “Associazione Carabinieri d’Italia”,
our efforts symbolised a circle of support
and solidarity, a community standing
strong together.”
Fabio Martelli
Forlì’s flood was devastating, but the
response was inspiring. Living in an
unaffected part of the city, I felt a call to
action. Joining volunteers, we entered
homes, not of friends or relatives,
but of anyone in need. The mud was
overwhelming, but so was the spirit of
the volunteers. Together, we salvaged,
cleaned, and supported, driven by a
shared resolve to rebuild.”
Mauro Bizzo
STRATEGIC REPORT Climate-related financial disclosures
Statement of compliance
Tyman includes climate-related financial disclosures consistent with the TCFD recommendations in accordance with FCA Listing
Rule LR 9.8.6R(8) on pages 58 to 82. These disclosures also cover the Companies Act 2006 as amended by The Companies
(Strategic Report) (Climate-related Financial Disclosure) Regulations 2022. The table below shows where disclosures can be
found within the report, together with plans to improve reporting going forward.
TCFD Disclosure
Status 2023
Reference
E a) Board oversight
C
N
A
N
R
E
V
O
G
b) Management’s role
Comply
Core disclosure: Pages 59 to 60
Additional information: Pages 72 and 77
Comply
Core disclosure: Page 59
a) Climate-related risks
and opportunities
Comply
Additional information: Pages 72 and 77
Core disclosure: Pages 61 to 71
Additional information: Pages 72 and 74
Y
G
E
T
A
R
T
S
T
N
E
M
E
G
A
N
A
M
K
S
I
R
S
T
E
G
R
A
T
D
N
A
S
C
I
R
T
E
M
b) The impact of
climate-related risks
and opportunities
Comply
Core disclosure: Pages 63 to 71
Additional information: Pages 73 to 77
c) The resilience of the
organisation’s strategy
Comply
Core disclosure: Pages 66 to 69
Additional information: Pages 191 and 195
Financial and strategic planning: The financial impact of
climate change first quantified in 2022 was refreshed in 2023 for
the most material physical and transition climate-related risks.
a) Identifying
and assessing
climate-related risks
b) Managing
climate-related risks
c) Integration
into overall risk
management
Comply
Core disclosure: Pages 61 to 67
Additional information: Pages 68 to 71
Comply
Core disclosure: Page 79
Additional information: Page 23 and pages 71 to 77
Comply
Core disclosure: Pages 78 to 79
Additional information: Page 93
a) Climate metrics
Comply
Core disclosure: Pages 80 to 82
Additional information: Pages 76 to 77
TCFD climate metrics and targets: Tyman continues to improve
its disclosures through metrics and targets for climate risk
exposure. In 2024, the Group will develop an internal carbon
price strategy to strengthen its capital allocation process.
b) GHG emissions
Comply
Core disclosure: Page 81
Additional information: Pages 76 to 77
c) Climate targets
Comply
Core disclosure: Page 23 and pages 81 to 82
Additional information: Pages 76 to 77
5 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Governance
Summary of disclosure
•
•
The Board is responsible for the oversight of climate-related matters, with the
CEO accountable for the management of climate-related risks and opportunities.
The Executive Committee (“ExCo”) is responsible for the day-to-day management
of climate risks and opportunities, guided by the Group Health, Safety and
Sustainability (“HSS”) Director through monthly meetings and quarterly reviews
of divisional progress against sustainability plans.
• Climate-related risks and opportunities are captured in divisional risk registers
for on-going review by divisional leadership teams.
•
The Audit and Risk Committee is responsible for ensuring the integrity of climate-
related disclosures and the Remuneration Committee aligns ESG metrics to the
Group’s incentive plans.
Next steps
Further develop the Group’s capital
expenditure approval process with
an internal carbon price.
Governance structure for climate-related matters
Climate-related responsibilities, including Tyman’s near-term transition plan, are embedded into the Group’s governance and
leadership structures. The Board has oversight, with the CEO holding ultimate accountability, to ensure that climate action
and ambition are driven into all aspects of the business, including strategic planning, approval of capital investment projects,
sourcing decisions, acquisitions and execution of other business initiatives. The Group’s governance structure considers specific
responsibilities, frequency and mechanisms of communication, and the flow of information across different committees.
D
R
A
O
B
T
N
E
M
E
G
A
N
A
M
BOARD OVERSIGHT
Audit and Risk Committee
Remuneration Committee
WHEN: Discusses climate matters
at least annually
WHEN: Discusses climate matters
at least annually
WHAT: Assessment and
management of climate R&Os
and scrutiny of climate-related
disclosures and assurance
WHAT: Align remuneration policy
with the Group’s strategy, and
monitor performance against
targets
Executive Committee
WHEN: Discusses sustainability, including climate-related matters at least monthly
WHAT: Reviews and approves sustainability roadmap/divisional plans (including progress against targets and
near-term transition plan) and scrutinises response to climate risks and opportunities quarterly
Tyman Sustainability Forum
TCFD/CFD Working Group
Divisional Leadership Teams
WHO: Meeting with divisional
sustainability leads, chaired by
Group HSS Director
WHO: Group finance, risk and
sustainability representation,
supported by external advisers
WHO: Cross-functional divisional
leadership teams, chaired by
Divisional Presidents
WHEN: Meets monthly
WHAT: Development and
sharing of best practices
across the divisions to support
implementation of the roadmap
and near-term transition plan
WHEN: Engagement throughout
the year
WHAT: Understand impacts,
risks and opportunities, update
assessments/metrics and
discuss business response to
climate change
WHEN: Meets at least annually
WHAT: Review climate-related
risks/opportunities and continuing
effectiveness of controls
5 9
STRATEGIC REPORT Climate-related financial disclosures
Board engagement related to climate change
Sustainability and climate change is a standing agenda item for the Board to ensure regular progress updates and timely access
to information on climate-related developments both internally and externally. Building on the 2022 Board-level engagement on
sustainability, the topics discussed during 2023 are detailed in the table below.
Date
Audience
Topic
Outcome
February
Audit
and Risk
Committee
TCFD disclosures
• Review and sign-off of TCFD-related disclosures in the Annual Report
and Accounts
RemCo
LTIP
• Alignment of LTIP with ESG measures (including reducing Scope 1
and 2 emissions and growing revenues of positive impact solutions)
Board
TCFD Quantitative
Scenario Analysis
•
•
TCFD update, quantification of physical and transition risks
Transition plan
• 2023 TCFD workplan
May
Board
Product Sustainability
Certifications
•
Environmental Product Declarations (CO2 footprint) and
Cradle-2-Cradle certifications
• Market perspectives and divisional plans
July
Board
Hazardous substances
elimination
• Chromium Vl, lead and PFAs in products and supply chains
• Divisional strategies
August
Board
Packaging
• Update on divisional sustainability plans for plastic elimination and
returnable solutions
September Board
Customer engagement
• Update on customer engagement on sustainability – regional
differences and plans for differentiation
• Update on 2023 CDP submission
November Board
2024 sustainability plan • Review of performance against 2023 plan and sign-off 2024 plan,
including Tyman’s near-term transition plan
•
Sustainable solutions ideation workshop
• Appointment of Bureau Veritas to undertake Limited Assurance of
certain climate-related and other sustainability metrics in the ARA
December Board
Decarbonisation update • Progress update on groupwide reduction of Scope 1 and 2 emissions
(metrics and plans)
• Update on climate science, including latest assessment of global
carbon budget
• 2024 priorities
RemCo
LTIP
• Review of ESG measures and incorporation of absolute Scope 1 and 2
emissions target in 2024 LTIP
The Executive Committee (“ExCo”) discusses sustainability topics on a monthly basis. These meetings include a formal review of
divisional sustainability plans as well as approving enhancements to the Group’s sustainability roadmap, near-term transition
plan, progress against decarbonisation metrics and annual divisional sustainability plans. The ExCo also participated in the
Group’s innovation workshop in October to road-test new approaches to product ideation through the lens of sustainability.
Inclusion of climate considerations into the Group’s capital allocation process
To achieve carbon reduction targets and enhance resilience to climate impacts, the Group will continue to direct capital towards
lower carbon investments as well as emissions reduction and resilience projects. Tyman has embedded three climate resilience
considerations within its capital expenditure proposal process. These considerations will be further strengthened once the
Group has established an internal price of carbon in 2024 (see page 80).
6 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Strategy
Summary of disclosure
Next steps
• Refreshed the quantified financial impacts of the Group’s principal/
most material climate-related risks (both physical and transition).
• Quantified physical and transition risks from climate scenario analysis
have been incorporated into Tyman’s impairment and viability/going
concern assessment process, concluding the Group is resilient to
modelled worst-case forward-looking climate scenarios.
• A progress update has been provided on the Group’s near-term
climate transition plan, which addresses the impacts, risks and
opportunities of climate change.
• Continue to assess quantitative
physical and transition risk scenarios
by integrating climate modelling
results into Tyman’s financial
planning processes.
• Monitor longer-term impacts from
climate change with the intention to set
long-term net zero goals and interim
milestones within five years.
Climate resilience strategy
Tyman recognises climate change is a potentially significant strategic issue for the business and has undertaken a detailed
climate scenario analysis to inform its understanding of current and future climate impacts.
By assessing the potential business impacts across forward-looking climate scenarios, Tyman has a better understanding of its
possible exposure to operational disruptions and building damage from physical hazards, as well as cashflow impacts from the
transition to a low carbon economy. At the same time, Tyman is well positioned to help its customers enhance climate resilience
through products designed to better withstand severe weather events, contribute to the circular economy and enhance
energy efficiency.
Tyman’s strategy to enhance the climate resilience of its operations, and that of its customers, is threefold:
1. Grow the Group’s climate-resilient product portfolio: through innovation focused on products that enhance thermal efficiency,
decrease embodied carbon emissions and enhance resilience against physical climate hazards such as hurricanes, fire and flood.
2. Plan for the transition to a net zero economy: through investment in decarbonisation and adaptation measures, as well
as adjusting management systems to address material climate risks and opportunities (see pages 72 to 77).
3. Internalise the future cost of carbon: through the incorporation of climate-related considerations into all project capital
allocation decisions and the planned development of an internal carbon price to further strengthen the business case for
decarbonisation.
Approach
The following TCFD/CFD-aligned disclosures describe the processes undertaken to identify and assess actual and possible future
climate-related risks and opportunities over the past three years.
The development of Tyman’s Climate Scenario Analysis approach
An overview of the Group’s approach to climate-risk management is shown below, with further information on the methodology
detailed on page 62. This approach has allowed Tyman to better understand the potential impacts from physical and transition
climate change across its value chain.
2021
1
Identify
2
Qualitative
assessment
2022
3
2023
Prioritise
4
Quantitative
assessment
5
Integrate,
respond and
monitor
• Identify full spectrum
of climate-related
R&Os through
cross functional
engagement,
desk-based research
and peer review.
• Understand
exposure across the
value chain.
• Score across climate
• Rank of R&Os based
scenarios and
time horizons to
understand how
R&Os could manifest.
• Assessment criteria
included vulnerability,
the magnitude
of impact and
likelihood.
on scoring with
internal engagement
to validate.
• Assessment of
quantification
feasibility considering
assessment score, data
availability, links to
financial performance
and alignment to
standard practice.
• Define “value drivers”
for priority R&Os to
describe financial
outcomes.
• Build financial model
to estimate potential
future impacts on
cashflows across
climate scenarios out
to 2050 expressed as
a net present value.
• Analysis incorporated
into existing systems
to inform decision
making including
divisional risk
registers and Group
financial planning
and modelling
processes.
6 1
STRATEGIC REPORT Climate-related financial disclosures
Climate scenarios
TCFD and CFD encourages consideration of different possible
future climate scenarios to assess the potential impacts of
climate change. Qualitative and quantitative assessments
have been conducted using publicly available projected data
against three hypothetical climate scenario sets, shown
below. These scenario sets describe the level of climate
policy intervention and market changes, which lead to
broad ranges of temperature outcomes, from a low to high
warming scenario, together with a middle of the road one.
They illustrate the significance of physical vs. transition risks
such as potential growth in climate resilient products, impacts
on high-carbon operations/materials and adverse weather-
related impacts on the Group’s infrastructure.
Climate risks and opportunities have been assessed across
the short (0–3 years), medium (4–9 years) and long-term
(10+ years to 2050). The short-term period aligns with financial
planning cycles, the medium-term period aligns with the
Group’s sustainability roadmap and near-term transition plan
to 2030, and the long-term period aims to account for the
longer-term nature of climate risks out to 2050 and the impact
on manufacturing/infrastructure assets.
Scenario set
Ambitious climate policy (A)
Middle of the road (M)
High warming (H)
Description
•
•
Early and ambitious action to
support the transition to a net
zero economy.
•
Late, disruptive and/or
unanticipated action, no
earlier than 2030.
Incentives are introduced
to put a cost on carbon and
increase demand for low
carbon products and services.
• A high warming scenario with
limited action being taken
beyond what has already
been committed, leading to
continued global warming
and significant increases
in exposures to physical
climate risks.
• NGFS’s Hot House World
scenario including REMIND-
MAgPIE 3.0-4.4 Current
policies and NDCs.
IEA WEO Stated Policies.
IPCC’s SSP5-8.5.
•
•
• Action is slower and delayed
compared to the orderly
transition, resulting in more
extreme action taken in the
longer term to make up for
lost time.
• NGFS’s Disorderly Transition
scenario including REMIND-
MAgPIE 3.0-4.4 Delayed
Transition and Divergent
Net Zero.
•
IEA’s WEO Announced
Pledges.
•
IPCC’s SSP2-4.5.
Data sources
• NGFS’s1 Orderly Transition
including REMIND-MAgPIE
3.0-4.4 Net Zero 2050 and
Below 2oC.
•
IEA’s WEO2 Net Zero
Emissions.
•
IPCC’s3 SSP41-2.6.
Temperature
outcome range
1.4oC to 1.8oC
1.4oC to 2.7oC
2.6oC to 4.4oC
1 NGFS – Network for Greening Financial Systems.
2
IEA’s WEO – International Energy Agency’s World Energy Outlook.
IPCC – Intergovernmental Panel on Climate Change.
3
4 Shared Socioeconomic Pathways (“SSPs”) represent low, middle and high-warming scenarios, which are the same ones used in the IPCC Sixth
Assessment Report to align with the latest climate science.
6 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Qualitative results for identified transition and physical climate-related risks
In 2021, a granular review of all risks and opportunities was undertaken. Having completed its first climate scenario analysis,
the Group then categorised and grouped its principal risks and opportunities to describe the potential financial and strategic
impacts of a changing climate in 2022. Quantitative assessments were performed in 2022 for these principal risks and
opportunities. These quantitative assessments were updated in 2023 to deepen the Group’s understanding of the potential
financial impacts of these risks and validate the assumptions underpinning the analysis.
The Group’s modelling was updated with the most readily available information from the business and the aforementioned
climate scenarios. The following tables synthesise the assessment results, providing both qualitative scoring outcomes for
identified physical and transition risks and connectivity to quantified value drivers. The potential financial impacts of these value
drivers can be found on pages 66 to 67.
Market
The Group uses materials that are energy intensive, including aluminium, steel, zinc and polymers. The industries that supply
these materials will face pressures as the cost of fossil-derived energy increases and market pressure grows for products that
facilitate end-of-life recovery/circularity. In turn, Tyman’s operations may be exposed to higher energy prices as suppliers pass
on increased costs to their customers.
Quantified value drivers: change in electricity and natural gas prices at Tyman facilities.
Risk drivers
Strategic impact
Management response
Assessment
•
•
Scarcity of by/
co-products from
petrochemicals.
Increased cost of
manufacturing
process.
• Raw material price
increases.
•
Energy regulation
leading to higher
energy costs.
• Changes in energy prices
•
could impact the cost of
operations.
• All suppliers could be
exposed to transition risks
with the Group’s material
and component suppliers
operating energy-intensive
activities likely to face the
greatest cost increases.
• Potential impact on
financial performance
from operating cost
increases, which cannot be
passed on to customers.
•
•
Suppliers could
cease production
of carbon-intensive
or non-recyclable/
non-circular materials.
S
M
L
Switch to low-carbon energy
sources, renewables and
implement efficiency measures
across the Group’s operations
to reduce exposure to future
higher costs for fossil fuel
consumption.
A
M
H
• Optimise product design to
reduce the weight of materials
used and select lower-impact
alternatives (including higher
levels of recycled content).
Initiate research into lower
carbon, more recyclable
materials (e.g. polymers and
steel alloys).
Metrics and targets
• # energy saving
opportunities.
• % sites sourcing
electricity from 100%
renewable sources.
•
Scope 3 (category
1a) SBT.
See transition plan for
progress (page 72)
Key
Low risk
Low–Medium risk
Medium risk
Medium–High risk
High risk
A: Ambitious climate policy, M: Middle of the road, H: High warming, S: Short-term, M: Medium-term, L: Long-term
6 3
STRATEGIC REPORT Climate-related financial disclosures
Technology
To align with global climate goals and to achieve environmental targets, the Group will need to invest in the identification and
implementation of efficiency measures, switching to renewable sources of energy and decarbonising across the value chain.
Quantified value drivers: capital investment in lower emissions technology, as well as avoided higher energy and carbon prices.
Risk drivers
Strategic impact
Management response
Assessment
• Obsolescence or
impairment of
equipment due to
the introduction
of new climate
change-orientated
technologies.
• High cost of
transition to
lower emissions
technology.
•
Engagement with site
managers and suppliers
is needed to identify
appropriate solutions,
which will direct capital to
adaptation and mitigation
activities.
• Continued investment in
low-carbon material R&D
(e.g. fully circular polymer
seals and low carbon
steels), and upskilling of
employees throughout
the roll-out of sustainable
design tools.
• Assessment of the feasibility
of on-site solar at owned
manufacturing sites.
•
•
Introduction of a sustainable
operations database to monitor
ideas and implementation of
energy, emission and resource
efficiency and reduction
measures.
Embed climate considerations
in capital allocation and
introduce Internal Price of
Carbon.
S
M
L
A
M
H
Metrics and targets
•
Scope 1 and 2
near-term SBT.
• % sites completing solar
deployment feasibility
studies.
See transition plan for
progress (page 72).
Policy and legal
In the transition to net zero, there will be an increasing array of voluntary and mandatory regulations, which Tyman may
need to comply with. The greatest impact is expected from carbon pricing mechanisms, which are being introduced across
jurisdictions to encourage decarbonisation. Whilst Tyman is not exposed to these mechanisms today there is a possibility
this may change in the future or that suppliers may face increased taxes, which are passed on in the cost of goods supplied.
In more advanced economies, tax schemes are being introduced, not only on emissions generated by the Group but also on
goods/services imported to limit carbon leakage e.g. the EU Carbon Border Adjustment Mechanism being introduced in 2026
for aluminium and steel imports.
Quantified value drivers: introduction of carbon tax mechanisms impact direct operations as well as suppliers increasing
material costs.
Risk drivers
Strategic impact
Management response
Assessment
It is expected that the
greatest impact would be
from the pass-through
of taxes from suppliers.
This would most likely
come from large suppliers
of aluminium, steel or
polymers, which are
energy intensive.
•
Increase in taxes at Tyman
manufacturing sites, which
are subject to carbon
pricing mechanisms.
• Carbon regulation
•
•
•
(e.g. carbon pricing
mechanisms).
Energy regulation
leading to higher
costs and/or
disruption to energy
availability.
Introduction of
energy efficiency
standards and use
of recycled materials
made mandatory.
6 4
•
Switch to low-carbon energy
sources, renewables and
implement efficiency measures
across the Group’s operations
to reduce exposure to potential
carbon taxes on Scope 1
and 2 emissions.
• Climate considerations
reviewed when discussing
“make or buy” decisions.
• Outputs from quantitative
climate scenario analysis,
which provide a value of future
potential costs, will be used to
support the case for further
investment in mitigation.
• Value chain: material
optimisation, increase
in recycled content and
low-carbon material R&D (e.g.
polymers and steel alloys).
S
M
L
A
M
H
Metrics and targets
•
Scope 1, 2 and 3
near-term SBTs.
• # energy saving
opportunities.
• % sites sourcing
electricity from 100%
renewable sources.
• % sites completing solar
deployment feasibility
studies.
•
Emissions break down
by material type.
See transition plan for
progress (page 72)
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Reputation
Expectations on climate ambition, as well as the transparency and maturity of disclosure, continue to grow. Should the Group
fail to meet its targets in the near term, or not align with the latest ambition levels, then it could see investors, customers and
talent prefer other companies.
Quantified value drivers: not applicable.
Risk drivers
Strategic impact
Management response
Assessment
•
Investor concern
over climate
credentials.
• Customers seeking
lower carbon,
more sustainable
products.
•
Employees seeking
an employer actively
delivering on a
meaningful climate
ambition.
• Access to capital could
become limited if
investors switch to better
climate-performing stocks.
•
Seek to grow revenues of
SDG-aligned product categories,
identifying the subset with
climate-resilient characteristics.
• Decline in customer
• Report transparently on
demand for products
if competitors are able
to demonstrate greater
climate ambition.
climate-related matters to
demonstrate ambition and
performance to external
stakeholders.
• Hampered ability to
recruit/retain talent.
• Participate in external
ESG ratings.
• Align climate metrics to external
finance (e.g. USPP and RCF)
and senior management
remuneration (LTIP metrics).
S
M
L
A
M
H
Metrics and targets
• Revenues from SDG 7
and 13 aligned positive
impact solutions.
• CDP scores.
•
ESG LTIP metrics (Scope
1 and 2 emissions) and
SDG aligned product
revenues.
See transition plan for
progress (page 72)
Physical
Extreme weather events as well as gradual climatic changes are expected to cause disruption across Tyman’s value chain. Climatic
events including heatwaves, floods, water stress, heavy precipitation, and storms etc. may cause damage to Tyman’s facilities as
well as causing temporary shutdowns and negative effects on working conditions, which result in reduced outputs in Mexico, parts
of the US, Canada and Italy. These types of disruptions may also be experienced by Tyman’s suppliers and customers, which could
have an indirect effect on Tyman in southeast Asia (particularly China) and Mexico.
Quantified value drivers: damage
to assets
Quantified value drivers:
productivity loss
Risk drivers
Risk driver
•
•
Extreme weather events degrade
building materials requiring increased
maintenance and replacement.
•
Site failures where facilities are not
constructed fit for future climate risks.
Lower efficiency of labour due
to working conditions, which
reduces employee comfort, or
due to disruption if the site is
temporarily out of operation.
Strategic impact
• Physical damage to an asset
increases the costs to replace or
repair damaged property.
Management response
• Divisions update their business
continuity plans and mitigation
actions to address physical risks from
a changing climate (page 72).
Strategic impact
• Reduced efficiency and temporary
shutdowns result in loss of revenue
if orders cannot be fulfilled.
Management response
•
Implement heat stress
mitigations increased frequency
of breaks, heat index monitoring
and provision of cooling systems
(pages 68 and 74).
Metrics and Targets
• Absolute water use consumption
target for five plants operating in
regions of very high water stress
(pages 48 and 76).
• # instances of operational disruption
caused by extreme weather events
(page 68).
See transition plan for progress
(page 72)
Key
Low risk
Low–Medium risk
Medium risk
Medium–High risk
High risk
A: Ambitious climate policy, M: Middle of the road, H: High warming, S: Short-term, M: Medium-term, L: Long-term
6 5
STRATEGIC REPORT Climate-related financial disclosures
Potential financial impact of climate change
The Group’s quantitative assessment looked at the potential financial impact across the aforementioned three climate scenarios
out to the long-term time horizon of 2050 for the Group’s principal climate-related physical and transition risks.
Financial impact results1
Description
Financial impact
K Damage to assets
S
I
R
L
A
C
I
S
Y
H
P
The expected increase in extreme weather events and chronic climate change could
degrade building materials, increasing costs for maintenance and repair.
Productivity loss
The potential loss of expected revenue if operations are disrupted, or there is a
lower efficiency of labour due to change in climate conditions.
Policy and legal: carbon prices
The potential impact of a carbon tax being applied to the Group’s energy
consumption across its global operations (Scope 1 and 2 emissions).
Market: energy prices
Changes to electricity and natural gas prices across Tyman’s operations are
expected as the energy transition drives changes in the fuel mix and cost of
installing new renewables capacity2.
Market and legal: material prices
The potential introduction of carbon taxes on suppliers of carbon-intensive
materials such as aluminium and steel, both globally and more specifically
for imports of these metals into Europe under the Carbon Border Adjustment
Mechanism (“CBAM”).
Technology: additional expenditure due to low carbon mitigation
Increases in capital investment to decarbonise the Group’s direct operations (its
Scope 1 and 2 emissions) such as procuring 100% renewable electricity, investing in
efficiency measures and renewable technologies (e.g. solar) and finally neutralising
hard-to-reduce residual emissions through carbon removals from the atmosphere.
Technology: avoided costs from low carbon mitigation3
Investment in mitigation is critical to achieving the Group’s decarbonisation targets.
These investments will reduce the potential on-costs from higher carbon prices and
energy costs for the Group’s consumption of electricity and natural gas, as well as
through the value chain (material prices), over time.
Physical climate risk-adjusted net present value4
A
m
)
3
(
£
M
H
m
)
5
(
£
m
)
8
(
£
Y
T
I
N
U
T
R
O
P
P
O
D
N
A
K
S
I
R
N
O
I
T
I
S
N
A
R
T
S
T
U
P
T
U
O
Y
R
A
M
M
U
S
s
t
e
s
s
a
o
t
e
g
a
m
a
D
y
t
i
v
i
t
c
u
d
o
r
P
n
o
b
r
a
C
y
g
r
e
n
E
s
l
a
i
r
e
t
a
M
n
o
i
t
a
g
i
t
i
M
£88m
£73m
£42m
A
£(0)m
M
£(1)m
H
A
M
H
A
M
H
A
M
H
A
M
H
£(1)m
£(3)m
£(4)m
£(7)m
£(8)m
£(7)m
£(4)m
A
M
H
£(81)m
£(65)m
£(25)m
£(10)m
£(10)m
£(10)m
£100m
£50m
£0m
-£50m
-£100m
Financial impact
Avoided cost
The more likely financial impact under each
scenario is reported here, based on the known
actions the Group will take to manage the risk.
Climate transition-adjusted net
present value4
m
3
£
H
A
M
m
)
8
(
£
m
)
1
1
(
£
1 The financial impact is represented as a “climate risk-adjusted net present value” over the period 2024 to 2050, which is used to account for the
risk associated with the projected cash flows varying from the originally forecasted cash flows due to climate impacts.
2 Energy costs are predicted to decrease over time representing avoided costs for the business. This is based on that shows the cost of installing
new capacity is expected to substantially decrease for renewables, which make up an increasing proportion of the grid. It is important to be
aware that supply and demand economics may mean that the lower price is not realised if renewable availability does not meet demand.
3 Avoided costs shown in green include reductions in potential carbon prices from mitigation actions to reduce Scope 1 and 2 emissions and
reducing material cost increases through product design changes, specifying lower carbon materials and increasing levels of recycled content.
4 A = Ambitious climate policy, M = Middle of the road, H = High warming
6 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
For physical risks, the Group presents the results at the 50th percentile (the “best guess” within the uncertainty envelope),
considering known mitigation actions in place. This differs from the analysis presented in 2022, which illustrated the scale
of impact across the 5th, 50th and 95th percentile for uncertainty, and excluded the impact of any controls. The 2023 results
now represent the potential additional losses associated with climate change from today’s level of impact. Taking the same
calculation approach for the additional losses compared to baseline, together with updated business data and accounting for
risk controls, the total financial impact from physical risk reduces by approximately £0.5–1 million across the lower and higher
warming scenarios respectively (2023 financial cost £3–8 million).
For transition risks, potential cost impacts for carbon pricing, energy costs, material costs and mitigation expenditure for
operational decarbonisation were modelled, reflecting planned mitigation activity and the impact these actions have on
avoiding higher carbon or energy costs. Transition costs following mitigation range from £11 million on-cost for the lower
warming scenario to an avoided cost of £3 million for the higher-warming scenario due to forecast reduction in long-term
energy prices (source: IEA energy price modelling). It is assumed that up to 75% of potential cost increases from raw material
suppliers (due to energy price changes and/or potential carbon taxation being applied across the Group globally from 2030)
is passed on to customers. Further detail on the assumptions used in the modelling can be found on page 69. The results also
show that Tyman’s direct operations are not as impacted as the Group’s value chain, with the indirect impact of material price
increases, particularly for more carbon intensive raw materials, being the largest potential risk.
This analysis also reinforces the business case for climate mitigation and adaptation, as the Group’s modelling shows a significant
reduction in the potential impact from physical hazards, as well as evidence of avoided costs through the net zero transition by
reducing exposure to potential future cost increases in energy, materials and carbon taxation in Tyman’s own operations and
supply chain. Further detail can be found in the “deep dives” on physical risks on page 68 and transition risks on page 69.
The Group considers its operations are resilient to both identified potential physical risks on its operations as well as transition
risks, including in a below 2°C scenario (see page 191).
Scope of physical climate risk assessment
The set of climate analytics software packages and global climate models used for these assessments over the period
2021–2023 is summarised in the table below.
Scope
Function
Data source
Methodology notes
Supplier and
customers
Indexed score to indicate
potential risk exposure
Moody’s Climate
Solutions
Physical risk exposure scoring for six different climate
hazards, including heat stress, water stress, flooding,
wildfire, hurricanes and sea-level rise.
Tyman
manufacturing
sites
Location and site-specific
analysis of potential
climate changes
Open-source
climate analytics
Physical risk exposure scoring as above for all 19
manufacturing locations. Followed by deep dive for priority
sites to investigate changes in climate data from baseline
year over the next 10–20 years. Using data from WRI
Aqueduct, CMIP 6 data from the World Bank and IPCC WGI
Interactive Atlas.
Understanding
situational characteristics
and management of risk
Interviews
Reviews with site managers to explore historical
climatic events and measures in place or planned to
manage impacts.
Value at risk for physical
damage to asset and
productivity loss due to
climatic changes
Climate
Insights tool by
CLIMsystems
(part of SLR)
Data from the Climate Insights tool shows potential future
changes in climatic variables across 15 hazards based
on global climate models (“GCMs”) of the coupled model
intercomparison project (CMP6) for the periods 2010 to 2055
with a five-year step under selected scenarios of SS1–1.9,
SSP2–4.5 and SSP5–8.5. Covers nine priority sites previously
identified as the highest risk.
Accounts for potential additional losses from which is
considered the status quo today. Mitigation based on current
adaptation measures.
Key assumptions:
• Physical risk is overlayed on the asset and contents value
for damage and revenue generation for productivity at
each site.
• Asset values static over time for damage.
• Revenue projection is based on a five-year revenue
growth plan and a nominal 2% per annum thereafter.
6 7
STRATEGIC REPORT Climate-related financial disclosures
Deep dive on impacts from physical risks
The Group has undertaken an in-depth analysis of physical
hazards across its value chain, including key suppliers,
customers and its manufacturing sites. This analysis
showed that supply chain operations in Asia (specifically
China) and in Mexico could face the highest levels of
physical risk in the future, reinforcing the importance of
dual sourcing and business continuity plans for critical
materials and components, as well as integrating climate
risk evaluation into new supplier selection processes.
In 2022, the Group identified nine of its manufacturing
sites that could be critically exposed to heat stress, water
stress and flooding. These locations were prioritised for
further investigation and quantification of financial risk.
The forward-looking financial modelling identified
the main driver of physical damage to the nine sites
assessed was due to flooding (which accounts for
riverine and precipitation-based events). In contrast, the
main productivity loss driver is heat stress. The analysis
showed that, over time, the potential cost impact of heat
stress increases at a much faster rate than the impact of
flooding, and by 2050 will be the main driver of financial
losses. This is driven by expected increases in global
temperatures and heatwave events over time.
The potential financial impact of the physical risks of
climate change on the Group’s manufacturing operations
has been included in the Group’s impairment assessment
(page 191).
During the year, one incident of operational disruption
was caused by severe weather (2022: 2). The
manufacturing facility in Budrio and warehouse in
Fossatone, near Bologna, were closed for two days in May
2023 due to extensive flooding in the Emilia Romagna
region. The flooding did not impact these facilities directly
but prevented personnel from commuting to work on
the first day. All personnel at these facilities then took
a groupwide annual leave day to stay at home on the
second day. As the plant was experiencing a low period
in production at the time, output and shipping was
recovered the following week, resulting in no significant
cost impact or disruption to customers.
Additional measures were taken in 2023 to mitigate
the impact of heat stress on the Group’s manufacturing
operations in North America and Italy. These included
the purchasing or hire of mobile evaporative cooler units
in Juarez, adiabatic cooling units in Budrio/Agnosine and
fans for Monterrey, Cannon Falls and Trumann, as well as
increasing the provision of ice for cool drinks
in Zanesville.
Tyman manufacturing locations assessed for physical risk and financial impact
Cannon Falls, Minnesota
Brampton, Ontario
Owatonna, Minnesota
Zanesville, Ohio
Budrio, Bologna
Trumann, Arkansas
Juarez, Chihuahua – two sites
Monterrey, Nuevo León
Key
Water stress
Heat stress
Flood
6 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Deep dive on impacts from transition risks
The Group’s qualitative climate scenario assessment in 2021 (page 61) indicated that market and policy risks posed the
most significant threat across all scenarios. Preliminary modelling for the financial impact of these value drivers was
completed as part of the 2022 TCFD work programme. Further work was undertaken in 2023 to fully understand the
implications of the data and complete the development of a financial planning model to support future decision making
around climate risks. This included presenting the preliminary modelling data to the ExCo and work by the Group finance
and sustainability teams to refresh the data with the latest business forecasts and include these costs in the Group’s
impairment modelling in 2023.
The potential financial impact of the transition risks of climate change on the Group’s operations have been included in
the Group’s impairment assessment (page 191).
The methodology and key assumptions used to complete the assessment of each identified transition risk is summarised
in the table below. External datasets used for the assessment include World Energy Outlook and the IEA’s Global Energy
and Carbon models.
Transition
risk/
opportunity Methodology
Assumptions
Carbon
prices
Energy
prices
Material
prices
Additional
expenditure
due to low
carbon
mitigation
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
Carbon price projections for stated regions across
climate scenarios are overlayed on Tyman’s Scope 1
and 2 emissions.
Carbon prices are linearly interpolated, in the
absence of more granular information.
Energy price projections are applied to Tyman’s
consumption projections.
The energy price projections1 look at trends over
time for key regions and climate scenarios, and
apply to Tyman’s current procurement price.
Scope includes all sites focusing on natural gas and
electricity consumption only (LPG and vehicle fuel
is excluded).
Carbon prices are used as a proxy of potential
transition costs associated with climate policy.
This impact includes both a potential global
carbon pricing mechanism as well as direct impact
from CBAM.
• Under CBAM, only aluminium and steel
coming into the EU for Tyman International is
considered (excludes UK CBAM announced in late
December 2023).
•
•
•
For the global pricing mechanisms, this includes
Tyman’s more carbon-intensive materials, which are
aluminium, steel, zinc, and polymers.
Includes potential costs from decarbonisation
initiatives, renewable energy certificates and
procurement of carbon removal certificates.
It only includes measures identified within the
Group’s sustainability operations database that have
quantified impacts.
• Where decarbonisation measures are known, the
potential CAPEX requirements have been included.
Potential carbon price is applied from 2030, as Tyman
is not currently subject to direct taxes, nor is there any
indication it will be in the near term.
Emissions increase proportionally with business growth,
and in line with target achievement.
Electricity price projections are estimated based on
expected changes in grid mix and forecasts on the
change in the cost to install new capacity.
Consumption increases proportionally with business
growth, and in line with target achievement.
75% of the Group’s emissions, for the stated key
materials, are accounted for in the financial calculation
(deemed an “on-cost” to Tyman that is not passed
through to the customer). This reflects the likelihood
that not all suppliers would be subject to such taxes
and not all suppliers would pass on 100% of the cost
to Tyman.
Potential carbon price is applied from 2030 for the global
carbon pricing mechanism, and 2026 for the application
of CBAM in the EU.
Increases proportionally with business growth, and in
line with target achievement.
For renewable and carbon renewal certificates, the
Group has assumed an increase over time from current
price levels. The potential changes in the market for
these certificates is uncertain with limited information
on how demand and supply will affect the price.
However, the Group believes it is taking a conservative
approach to understand the potential downside.
1 Taken from IEA natural gas and Levelized Cost of Electricity (“LCOE”) supply projects for 2030 and 2050 for specific IEA regions over the
Group’s three climate scenarios.
Annual updates of the model will be undertaken with refreshed data as part of the Group’s impairment modelling and
the functionality and assumptions underpinning the model itself will be reviewed every three years.
6 9
STRATEGIC REPORT Climate-related financial disclosures
Identified climate opportunities
A climate opportunity assessment was also conducted to determine the potential impact across climate scenarios and time
horizons. The assessment criteria considered the size of the opportunity (in terms of market size, efficiency gains, etc.) and
Tyman’s ability to execute (in terms of alignment to strategy, cost, etc.). The scoring outcomes were informed through a
cross-functional workshop in 2021 and validated in 2022.
Qualitative opportunity assessment
e
t
u
c
e
x
e
o
t
y
t
i
l
i
b
A
8
12
10
9
4
3
7
1
2
13
6
5
11
Size of opportunity
1 Reuse and recycling measures in production processes
2 Use of more efficient production and distribution processes
3 Increased water efficiency (at most water intensive sites)
4 Procure renewable energy and adopt energy-efficiency
measures in own operations
5 Use of new lower carbon technologies (e.g. switch from
natural gas to electric process heating)
6 Shift towards low emissions sources and/or decentralised
on-site energy generation
7 Continue to develop micro-ventilation products for indoor
climate control, ventilation, security and energy saving
8 Continue to develop severe weather protection products
9 UK regulatory developments promoting energy efficiency
(e.g. Future Homes Standard)
10 Global regulation on energy performance and
thermal efficiency
11 Include flood considerations in portfolio development
12 Account for value, emissions and product spec trade-offs
to deliver sustainable operations and solutions
13 Assessing product lifecycle to reuse waste
Resource efficiency
As part of the work to set the Group’s Scope 3 emissions targets, the Group has identified several measures that will reduce
the environmental impact of its value chain. As these measures are implemented, the Group will reduce its exposure to the
future potential higher costs in a low carbon transition and will generate cost savings for resource efficiency projects.
Opportunity
drivers
1
4
2
5
3
6
Strategic impact
• Meet expectations
from customers for
lower carbon/more
resource-efficient
supply chain.
Management response and
alignment to transition plan
• Monitor performance against
targets, including new GHG
reduction targets set in line with
climate science.
• Reduced operational costs
from resource-saving
projects.
• Monitor climate-related cost
savings to reinvest capital into
climate adaptation and mitigation.
•
Introduction of a sustainable
operations database to monitor
ideas and implementation of
energy, resource efficiency and
reduction measures.
Assessment
S
M
L
A
M
H
Metrics and targets
•
Scope 1, 2 and 3 near-
term SBTs.
• # and value of resource
efficiency measures identified/
implemented.
7 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Markets and products
Tyman has a commercial opportunity to respond to climate-related issues through its product portfolio with sustainable
solutions that support energy efficiency savings for customers, mitigate the increasing threat from physical climate change,
as well as products that minimise environmental impact as a result of their material content (page 82).
Opportunity
drivers
7
8
9
10
11
Strategic impact
•
•
Increased sales as
customers opt for
lower carbon and more
sustainable products.
Increased sales to
customers as the need
for climate resilient/
adaptation solutions
increases.
Management response and
alignment to transition plan
•
•
Investigation and roll out of
sustainability-driven design tools.
Engagement with suppliers
to access better data and
achieve shared goals related to
climate change.
• Grow the pipeline of positive
impact solutions (e.g. energy
saving and severe weather
protection products).
Assessment
S
M
L
A
M
H
Metrics and targets
Revenue growth from sales of
positive impact solutions.
Resilience
The Group has also identified sustainable design tools to transition to lower-carbon materials and reduce product costs. This
workstream is a significant element and key contribution to both the delivery of climate-resilient solutions to customers, as well
as for Tyman to achieve its targets.
Opportunity
drivers
12
13
Strategic impact
Better management of
climate-related risks leads to
an increase in capital available
to invest in climate and
sustainability ambitions and
implement robust adaption
and mitigation plans.
Management response and
alignment to transition plan
• Development of a near-term
transition plan and investigation
into longer-term plans out
to 2050.
•
Introduction of an internal
carbon price to support the
redirection of capital towards
low-carbon projects.
Assessment
S
M
L
A
M
H
Metrics and targets
None.
Key
Low opportunity
Low–Medium opportunity
Medium opportunity
Medium–High opportunity
High opportunity
A: Ambitious climate policy, M: Middle of the road, H: High warming, S: Short-term, M: Medium-term, L: Long-term
Deep dive on impact from climate opportunities
The Group is committed to growing revenues of products aligned with the UN Sustainable Development Goals (“SDGs”)
including those with climate-resilient characteristics. Whilst it is difficult to predict how demand for products might change
under different climate scenario sources, opportunities exist to meet likely growth in products that are either energy
efficient, resilient to climate hazards, or have lower embodied emissions (page 82). In response, Tyman’s sustainability
roadmap outlines plans to increase the percentage of revenue from positive impact solutions each year. Examples of such
solutions include Q-Lon seals for energy saving and hurricane protection products.
This places Tyman in strong alignment with policy developments relating to enhancing building and infrastructure
resilience. This is being discussed widely, and has featured in the IPCC’s Sixth Assessment Report on Impacts, Adaptation
and Vulnerability, which emphasised the importance of the adaptation of buildings to climate change and the UK’s
Climate Change Committee’s Advice to Government report, which included calls for climate adaptation and resilience.
In addition, the UN’s Environment Programme (“UNEP”), supported by World Bank analysis, estimates that investing
in more resilient infrastructure could save US$4.2 trillion from climate change damages – emphasising the need for
climate-resilient products.
7 1
STRATEGIC REPORT
Climate-related financial disclosures
Response: near-term climate transition plan
Tyman’s near-term transition plan is set out below, outlining the Group’s ambition, plans and governance arrangements for its
delivery, as well as signposting to further information in this report.
2019 baseline
2027–2028
2030 targets
AMBITION
AND TARGETS
Scope 1 and 2: 43,171 TCO2e
SBT re-validation
Scope 1 and 2: -46.2% (1.5oC aligned)
Scope 3 materials: 421,395 TCO2e
Long-term net zero
target development
Scope 3 materials: -27.5%
(WB2oC aligned)
IMPLEMENTATION STRATEGY
ENGAGEMENT STRATEGY
Decarbonising operations
Contributing to an economy-wide transition
1. Investors, annual
Scope 1 and 2 emissions:
1. Growing sales of energy saving/climate
adaptation products
2. Nurturing a growth mindset for new
market adjacencies with product
prototyping and feasibility studies
Responding to climate-related risks
1. Optimise water use at high-water
stress sites
2. Heat stress mitigation
3. Climate scenarios – transition planning
and impairment modelling
1. Demand reduction (energy
kaizen projects)
2. Purchase 100% renewable electricity
3. Solar energy deployments
4. Transition own vehicle fleet to EV
5. Internal Price of Carbon
Scope 3 emissions
(purchased raw materials):
1. Sustainable product design and
material selection
2. Supplier Code of Conduct
3. Lower carbon materials/high levels
of recycled content
4. Low carbon materials R&D
CDP submission and
ESG ratings
2. Customer engagement
and collaboration
3. Supply chain
engagement
4. Senior leadership and
employee engagement
5. Trade Associations and
other bodies
•
Improve Scope 1, 2 and 3 measurement (including Sphera Cloud) and commence Limited Assurance
• Quantification of physical and transition risks
•
SDG aligned product revenues, EPDs and C2C
METRICS
Board, Audit
and Risk
Committee, RemCo
Executive
Committee
ESG and LTIP
Annual Divisional
Sustainability Plans
Tyman
Sustainability Forum
GOVERNANCE
7 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Transition plan: ambition and targets
Tyman’s ambition with regard to sustainability is set out in its
sustainability roadmap (see pages 23 to 27). This translates into
decarbonising the Group’s operations (operational excellence)
and helping Tyman’s customers protect the planet and create
safer, more inclusive communities through the provision of
sustainable solutions. With the built environment responsible
for approximately 40% of global GHG emissions1, the Group
recognises the role it can play in accelerating the transition to a
low carbon and climate resilient economy through its actions.
Scope 1 and 2 emissions (principally natural gas and purchased
electricity) account for 8% of the Group’s total value chain
carbon footprint (2019 baseline), with 92% being Scope 3
emissions. Scope 3 emissions arise from sources upstream and
downstream of the Group’s operations, with purchased raw
materials (i.e. the emissions associated with the extraction and
processing of the metals and polymers in its products) being
the single largest contributor at 75% of value chain emissions.
Further detail on the Group’s value chain carbon emissions
can be found on the Tyman website www.tymanplc.com/
sustainability.
The Group’s near-term absolute reduction targets for Scope
1 and 2 emissions (1.5°C pathway) and Scope 3 emissions for
materials purchases (well below 2°C pathway) by 2030 were
validated by the SBTi in June with reductions of 46.2% and
27.5% respectively. A “pre-COVID-19” 2019 baseline year was
selected as this was considered more representative of normal
operations. These targets are included within the Group’s Focus–
Define–Grow strategy (page 21) to strengthen its resilience to
the physical and transition risks of a changing climate.
Sustainable products, including a subset of climate resilient
products, is seen as an important growth driver for the Group,
both in terms of current and future offerings (see pages 53
to 54). The Group has set itself the ambition of YoY growth in
positive impact products, including those contributing to climate
mitigation by enhancing energy efficiency, protecting against
adverse weather events and promoting circularity through their
formulation in terms of lower carbon materials. Further detail
can be found on pages 53 and 82.
Transition plan: implementation strategy
The Group has identified three principal levers for decarbonising its operational Scope 1 and 2 emissions.
Decarbonisation lever
Mechanism
Context
Reduce energy demand at source
through energy efficiency projects
Delivered through auditing processes
(including Lean/Kaizen approaches)
conducted internally and/or with
external technical support.
Vehicle fuel accounts for just 3% of the Group’s
Scope 1 and 2 footprint and will be prioritised
later in the plan.
Purchase 100% renewably
sourced electricity
Sourcing electricity from 100%
renewable sources direct from the
grid or dedicated renewable energy
generation facility (such as off-site
solar/wind).
• Purchased electricity represents 70% of the
Group’s Scope 1 and 2 footprint.
•
These contracts are widely available in
North America and Europe, covering two
thirds of the Group electrical consumption.
Deploy renewable energy
technologies
Prioritising roof-top solar deployments
at the Group’s facilities, where
considered feasible to tackle Scope 2
emissions from purchased electricity.
Energy audits/Kaizen events were commissioned at a further
three sites in the year – Cannon Falls and Statesville (page
23) in the US, and Newton Aycliffe in the UK. These audits
will be extended to Tyman’s larger plants in North America
in the coming two years, in aggregate responsible for over
75% of the Group’s Scope 1 and 2 emissions footprint. Energy
reduction opportunities generated through these studies are
captured in a sustainable operations database to facilitate
replication across the Group. Fourteen opportunities were
added to the database in the year (2022: 12). Further detail of
Group’s GHG inventory can be found on page 81.
Decarbonising industrial heat (principally natural gas) is more
challenging than switching to cleaner forms of electricity
where experience of electric and hydrogen alternatives is
not widespread. In the short term, emphasis will focus on
energy efficiency of existing natural gas fired systems, while
longer-term, cleaner options are evaluated.
100% renewably sourced electricity contracts are now in place
for all manufacturing plants in Europe and will be extended to
the Group’s three Mexican plants in 2024. Feasibility studies
will be commissioned in 2024 to identify how best to deploy
100% renewably sourced contracts in the US and Canada. See
page 76 for further detail of 100% renewably sourced electricity
contract deployment and solar feasibility studies.
1 The built environment accounts for approximately 39% of global carbon emissions: 28% from operational emissions, from energy needed to
heat, cool and power them, and the remaining 11% from materials (embodied carbon) and construction (source: World Green Building Council).
7 3
STRATEGIC REPORT Climate-related financial disclosures
Rooftop solar arrays have been deployed at the Group’s two
plants in Wolverhampton and a warehouse in Fossatone,
Italy. Plans to extend solar technologies in Mexico are at the
feasibility stage.
A consultant has been selected to start work on developing a
decarbonisation appraisal tool for the Group to better inform
the allocation of capital to reduce operational emissions.
Reducing Scope 3 material emissions will require optimising
product designs, using new software tools such as life
cycle assessment to develop EPDs, select lower impact
materials and increase recycled content in products. Further
improvements to the quality of data used to calculate
these emissions have been identified as an early priority in
the plan by using supplier-specific and actual weight data
where possible instead of generic spend data. This will be
underpinned by a Tyman Supplier Code of Conduct setting
out, amongst a range of responsible sourcing requirements,
expectations for reporting carbon data and working with the
Group to deliver emissions reductions in the supply chain.
Further supplier engagement work will be undertaken once
the Code of Conduct has been deployed in 2024.
Over time, the Group will also increase its R&D effort around
lower carbon materials, starting with lower carbon/more
recyclable polymers.
Growing sales of positive impact products feature in
each division’s sustainability plan (page 53) and product
certifications such as EPDs and C2C are becoming increasingly
important, particularly in the UK and Europe for commercial
and system house markets. These certifications are becoming
a pre-requisite for tenders and provide an opportunity
for differentiation and participation in new tenders with
customers (page 54). The Group is responding to these
customer needs by increasing its product certifications and
further developing its product ideation capabilities to grow its
NPD pipeline for the climate transition (page 82).
Following the physical risk modelling work and climatic
changes experienced (page 68), the Group has invested in
mitigation actions to improve the resilience of its operations
to heat and water stress and to increased flooding risk.
The insights from these assessments also informed the
development of the Group’s water reduction target focused
on those locations exposed to very high water stress (page 48
and 76).
Transition plan: engagement strategy
Tyman prioritises engagement activity with investors,
customers, employees and its supply chain.
The Group is committed to maintaining high levels of
transparency in sustainability-related disclosures and will
continue to report its climate progress through CDP (Tyman
achieved a B rating in 2023, up from a C in 2022), as well as
engaging with the primary ratings agencies and investors on
sustainability and climate-related topics. For example, Tyman
shared its experiences on decarbonising its operations and
developing climate resilient products at a Berenberg Journey to
Green Construction webinar in October.
The Group recognises the importance of engaging its
leadership teams, key business functions and wider workforce
in the low carbon transition. Planned training sessions for the
divisional and Group leadership teams in 2023 were changed
to prioritise the development of a growth mindset around
product ideation. Sustainability was used as the stimulus for
an innovation workshop attended by 20 senior leaders from
across the Group in October. Led by innovation consultancy,
Magnetic, a range of tools and techniques were used to
generate new product ideas around circularity, the energy
transition and wellbeing.
A cross-divisional exchange of sustainability training courses
is planned for 2024 to determine how best to leverage readily
available materials and courses. Options being considered
include training for sales teams to enable them to engage
customers on sustainability topics, introductory training
for employees, sustainability masterclasses for managers
and technical training for sustainability specialists (e.g. LCA
software).
Progress was made by each division in engaging customers on
sustainability-related topics during the year. While penetration
varied by geography, early indications suggest that engaging
customers on sustainability can increase customer “stickiness”,
creates differentiation that smaller competitors in the market
could find challenging to replicate and provides a route
to developing new commercial prospects. A sustainability
conference was hosted for Iberian system house customers in
Barcelona (pictured below).
Pictured: Delegates at a sustainability
conference for system house customers.
7 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Opportunities have been identified to supply lower
environmental impact products and components through
sustainability certifications such as EPDs and C2C. In the UK,
customer interest in the retail market has polarised around
the costs of Packaging Producer Responsibility Regulations
and plastic taxes (page 54). Engagement in North America
focused on three of the Group’s top five customers with
collaborations addressing more sustainable packaging
solutions as well as knowledge sharing between corporate
sustainability teams.
One of the most beneficial collaborations was working
with a top five US customer to jointly deliver an energy
and waste Kaizen event at the Group’s facility in Statesville
(see case study on page 23). Each division has identified
further customer engagement activity as part of their 2024
sustainability plans.
Engaging the supply chain to source lower carbon materials
is critical to the Group’s climate ambition and targets.
Senior leaders from each division attended a conference in
Ningbo for the Group’s supply chain based in China (see case
study on page 25). The Group presented its sustainability
roadmap and showcased how suppliers can contribute to the
achievement of the Group’s targets through the supply of low
carbon materials and decarbonising their own operations.
Supplier engagement will be strengthened going forward as
the Group’s Supplier Code of Conduct is rolled out.
The Group has completed a review of its membership of
various trade associations and concluded that none of
these organisations campaign against the aims of the
Paris Agreement. Many, such as the UK Glazing and Glass
Federation, actively campaign for emissions reductions. The
Group is contributing its EPD expertise in the development
of a sustainability guide for members of the Guild of
Architectural Ironmongers and Tyman North America’s VP of
Product Management sits on the board of the Window and
Door Manufacturers Association (“WDMA”), which advocates
energy efficiency and environmental stewardship.
Tyman also contributed to the “ecosystem” of guidance
created by the Sandbox Coalition established by the
Transition Plan Taskforce (“TPT”) and launched in
October. You can watch a video interview with the
Group’s HSS Director about Board engagement at https://
transitiontaskforce.net/call-for-transition-plan-case-studies/.
Case study
Tyman helping
the restoration
of Ukraine
The war in Ukraine continues to have a devastating impact
on the Ukrainian population, with critical infrastructure
in many Ukrainian cities being destroyed or badly
damaged. Tyman is proud to be playing an active role in
the restoration of infrastructure and buildings, working
with Ukrainian partner Rodors Ltd to replace damaged
doors in hospitals, schools, kindergartens and other
important municipal buildings as they get rebuilt following
bomb attacks.
Here is an example of a kindergarten that was destroyed
but which has now been rebuilt, with Tyman’s Q-LON seals
featuring in the new doors supplied by Rodors Ltd.
Pictured: Kindergarten in Ukraine following a bomb attack.
Pictured: Same kindergarten rebuilt
using Rodors-Tyman doors.
Pictured: Senior leaders brainstorming during a
sustainability-focused innovation workshop.
7 5
STRATEGIC REPORT Climate-related financial disclosures
Transition plan: metrics
The Group continues to develop its metrics and targets relating to its climate ambition (see page 72). Progress against its SBTs
is summarised below, together with an overview of the metrics used to monitor progress towards these targets. Also included
is the growth in climate resilient products comprising a sub-set of product revenues aligned to the UN SDGs, together with the
Group’s target on water consumption at sites located in areas of very high water stress.
Scope1,3
Pathway
Type
Unit of
measure
Base – target
year
1.5C aligned2 Absolute
TCO2e
Operational
(Scope 1 and
2) emissions -
market-based
2019: 43,171
2030: 23,226
(-46.2%)
2023
26,666
n/a
Intensity
TCO2e / £m
revenue
2019: 70.3
2026: 35.2
40.6
(-50%)
Purchased
Raw Materials
(Scope 3 –
category 1)
Well below
2C aligned2
Absolute
TCO2e
2019: 421,395
2030: 305,511
610,085
(-27.5%)
n/a
Absolute
£m revenues
aligned
to SDGs
2021: £93m
2022: £109m
107
Metrics to track
progress
Trend
analysis4
• 14 energy
saving
opportunities
implemented
(2022: 12)
On track5
On track5
• 29% sites
purchase
100%
renewably
sourced
electricity
(2022: 1%)
• 25% sites
completed
solar
feasibility
studies
(2022: 11%)
North American
data is estimated
based on spend
data. Emissions
factors for
many materials
increased
in 2023
Behind plan.
Transforming
the quality
of material
data in North
America will
allow the
Group to re-
appraise the
achievement
of this target.
Revenues from
SDG 7 clean
energy, SDG
11 sustainable
cities and SDG 13
climate change
aligned products
Slightly
behind plan5.
The Group
expects to get
back on track
as market
conditions
improve.
YoY growth
in climate
resilient
product
revenues
Water
consumption
in regions
of very high
water stress
n/a
Absolute
m3
2021: 260,595
2026: 233,000
217,913
Further detail on
page 48
On track
Consumption
capped at
233,000
1 All targets cover the Group’s global operations.
2 Targets validated by SBTi in 2023.
3 Further information on the definitions for these metrics and Tyman GHG inventory over time (2019–2023) can be found on page 81.
4 Based on a straight-line trajectory from base to target year.
5 Metrics subject to Limited Assurance by Bureau Veritas. See pages 244 to 245.
7 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 With a 38% reduction in absolute Scope 1 and 2 emissions
in 2023 vs the 2019 baseline, the Group is currently on track
against the glidepath to deliver its SBT. See page 82 for further
detail on the factors driving this reduction.
Like many companies, calculating their Scope 3 footprint for
the first time, access to accurate data was challenging. Of
baseline Scope 3 material emissions, 69% were calculated
from spend data and 31% from raw material weight data.
Going forward, effort will prioritise improving the quality of
this data with supplier-specific emissions factors and EPDs
where available, together with increases in recycled content.
The Group’s other applicable baseline Scope 3 emissions
(categories 2–7, 9, 11 and 12) were generated through spend
data and pro-rated thereafter.
Data quality has been enhanced by the deployment of a
proprietary emissions reporting platform, SpheraCloud
Corporate Sustainability (“Sphera”), during the year. This
system improves data accuracy, tracking of supporting
evidence such as supplier invoices and provides automatic
updates to the latest emissions factors. Initial priority has
been focused on the Group’s Scope 1 and 2 emissions subject
to SBTs.
The Group did not improve the quality of its Scope 3 materials
data as it would have liked in 2023. During the 2023 data
collection exercise, gaps were identified in the 2022 North
American footprint, requiring emissions to be estimated
on spend rather than a blend of spend and weight data.
Estimates based on spend are especially exposed to material
price inflation with metal and polymer prices increasing
between c.30–100% since 2019. Of the 2023 materials
footprint, 86% was derived from material spend data.
Emissions increases were further driven by changes in the
global emissions factors, with all material types showing
increases and, notably, mild steel showing a 46% increase1.
Improving the quality of the Scope 3 emissions data from
materials will be prioritised in 2024 to transition away from
spend to purchased weight data by commodity. Some
progress has already been made in moving away from
estimates/pro-rated data for other Scope 3 categories to
calculate fuel and energy-related services (category 3), waste
generation (category 5) and business travel (category 6). Over
time, the remaining applicable Scope 3 categories will be
calculated in Sphera in preparation for the Group’s planned
re-baselining of its emissions in 2027–28 and longer-term net
zero target setting.
Climate resilient product revenues totalled £107 million in
2023 (2022: £109 million), corresponding to 16% of Group
revenues (see page 82). It is expected that revenues from
these products will grow, especially given an increase in the
frequency of extreme weather events, continued development
in energy regulations and a desire to reduce consumption.
The Group also expects that, over time, customers will
increasingly look to their supply chains to reduce the
embodied carbon in the materials and components they
purchase (see case study on page 55).
Sustainability criteria have been applied to the Group’s
refinancing activities, including its US private placement notes
and Revolving Credit Facility (“RCF”). These include delivery
against the Group’s Scope 1 and 2 emissions targets (intensity-
based), submitting its Scope 3 target to SBTi, and disclosing its
climate performance annually through CDP. In addition, the
RCF has two further sustainability KPIs linked to the margin it
pays. These include the YoY increases in revenues generated
from positive-impact solutions (including those contributing
to climate resilience) that contribute to the UN SDGs and a
reduction in the Total Recordable Incident Rate (“TRIR”).
Tyman has no immediate plans to use offsetting or carbon
credits to meet its absolute reduction target. Towards the
end of the near-term plan the Group will neutralise residual
emissions beyond the absolute target, with nature-based
offsets in accordance with SBTi guidance.
Transition plan: governance
Governance of the Group’s near-term transition plan is
integrated into its oversight of climate-related risks and
opportunities by the Board and day-to-day management
through the ExCo (page 59). This plan is underpinned by
the Group’s sustainability roadmap and annual divisional
sustainability plans. These divisional plans are reviewed on a
quarterly basis by the ExCo. Moreover, the Group’s purpose
statement clearly states the importance of providing its expert
touch to transform the sustainability of living and working
spaces (see page 21).
Additional sustainability resources were appointed during the
year in each division – a decarbonisation manager to drive
operational emissions reductions in North America, together
with a packaging engineer and a sustainability apprentice in
the UK (see page 51) and a sustainability specialist in Italy.
Planned recruitment of a sustainable procurement specialist
in North America will be subsumed into a new supplier
development role and sustainable design requirements have
been re-assigned to a newly created divisional innovation
manager role. A sustainability data analyst was also recruited
at head office to support the deployment of Sphera (page 77),
generate new performance insights and share best practices
across the Group.
The Group commissioned external independent assurance of
its Scope 1 and 2 emissions and SDG aligned product revenues
(including climate resilient solutions) for this first time this
year. The Limited Assurance statement can be found on pages
244 to 245.
Executives and senior leaders are incentivised to deliver
elements of the Group’s near-term transition plan through two
ESG measures detailed on pages 148 and 156.
1 Driven by more accurate data being used to generate global emissions factors and shifts in the production of commodities to more carbon
intensive countries, taken from the latest available EcoInvent database.
7 7
STRATEGIC REPORT Climate-related financial disclosures
Next steps
Climate-related key risk indicators will
continue to be developed to target, monitor
and manage climate risks through the
Group’s risk management process.
Risk management
Summary of disclosure
Risk process:
• Climate change risk is assessed in a separate Group process and is
included as a principal risk as part of the Group’s risk management
process (page 61).
•
•
Tyman’s climate scenario analysis has identified and assessed climate
risks by geography, time horizon and forward-looking scenarios.
The outcomes of this risk assessment have been integrated into the
Group risk management process covering the review of identified
divisional risks.
Site-specific physical risks and broader transition risks identified from
the Group process have been documented in divisional risk registers
and accountability for mitigation now embedded within the business.
Risk controls:
• A near-term transition plan has been formalised, which sets out the
implementation of decarbonisation measures, which will reduce
future emissions and exposure to climate transition risks (pages 72
to 77).
•
The Group’s capital expenditure process includes climate resilience
considerations, which will require mitigation measures to be identified
to manage additional climate risk exposure.
Risk management process to identify and assess climate risk
To account for the unique characteristics and complexity around climate risks, Tyman has developed a groupwide climate
risk management process, from which the outputs are integrated into the Group risk management framework. This seeks to
identify and assess existing and emerging transition and physical climate risks (and associated opportunities), followed by
implementing an appropriate risk response for mitigation at divisional and site level. This risk identification process was done
“Group-down”, with divisional involvement and going forward a more two-way process will be adopted with divisions reporting
up to Group level any significant changes in the identification or management of these risks as part of scheduled divisional risk
management reviews.
Climate risk identification
A long list of climate risks has been identified through research and engagement with cross-functional teams across the
Group via:
• Reviews with key functions, including finance, sustainability, plant managers, risk management, supply chain and product
development teams.
• Desk-based research on country/regional climate policy and regulatory requirements.
• Review of NGFS database and IEA World Energy Outlook for transition risks.
• Review of global climate models and IPCC Atlas database for physical hazard data.
Climate risk assessment and prioritisation
The identified climate risks (and opportunities) were qualitatively assessed to better understand their relative importance. Each
risk was scored and ranked across three climate scenarios and time horizons (see pages 62 and 79) against criteria including
vulnerability, likelihood and magnitude of impact. The assessment results were sense-checked with key functions from across
the business through a risk and opportunity workshop held in December 2021 to achieve consensus on the most important
(material) climate risks to the business. Through this approach, the Group identified the priority risks and opportunities for
further evaluation and quantification.
7 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The climate risk and opportunity assessment scoring criteria are described below.
Climate scenarios: ambitious climate policy, middle of the road, high warming
Short-term
0–3 years
Medium-term
4–10 years
Long-term
10+ years
RISK SCORE
OPPORTUNITY SCORE
VULNERABILITY
LIKELIHOOD
Chance of outcome
occurring
MAGNITUDE
Size of impact
SIZE OF
OPPORTUNITY
ABILITY TO
EXECUTE
EXPOSURE
Presence of systems
that could be
affected
SENSITIVITY
Degree to which
systems could be
affected
ADAPTIVE
CAPACITY
Ability to adjust or
respond
Management and integration of climate-related risks into risk management
During 2021, the potential impact of climate change and the growing importance of the broader sustainability agenda was
raised to a principal risk (page 93). As such, climate-related issues are assessed alongside Tyman’s 10 other principal risks,
including business interruption and market conditions. This ensures appropriate management controls are in place and allows
the Group to consider the significance of climate change and sustainability against other business risks.
In 2022, the climate risk assessment was further progressed by quantifying the financial impacts of selected material climate
risks and opportunities. The results of this quantification are described on pages 66 to 69 and these climate considerations
were integrated into the Group’s financial planning and divisional risk management processes in 2023. With climate risks now
embedded in divisional risk registers, reviews of these risks and adequacy of controls takes place at a divisional and Group
leadership level.
Management of climate-related risks and opportunities can be found in Tyman’s sustainability roadmap pages 22 to 27, the
Group’s transition plan (page 72) and at operational level through ongoing reviews of climate-related risks within divisional risk
registers.
7 9
STRATEGIC REPORT Climate-related financial disclosures
Metrics and targets
Summary of disclosure
Next steps
• Complete GHG inventory reported for Scope 1, 2 and 3 baseline
• Develop an internal carbon price
emissions from 2019.
• Near-term absolute emission reduction targets validated by SBTi.
•
Increased alignment, monitoring, and reporting of climate-related
metrics, as part of Tyman’s transition plan.
strategy to support the allocation of
capital to GHG-saving projects.
• Continue to improve data capture and
reporting of all applicable Scope 3
emissions.
• Review and set longer-term targets by
2028 for emissions reductions out to
2050 to increase alignment with the
SBTi’s Net Zero Standard.
Climate-related metrics
Over the past three years, Tyman has advanced the metrics it uses to monitor exposure to climate-related risks and
opportunities, as well as tracking its environmental performance over time (pages 48 to 49 and pages 81 to 82). A summary of
the Group’s reporting against TCFD’s cross-industry metrics reporting categories is provided below. Where the Group is not yet
tracking against a metric or target, an explanation is provided on its intentions going forward.
Metric
Target
GHG emissions
Total Scope 1, 2 and 3 emissions (purchased goods
and services).
The Group reports its GHG inventory breakdown as
well as its emissions intensity per £m revenue from
a 2019 Scope 1 and 2 baseline (page 81).
Absolute emission reduction near-term targets for
Scope 1 and 2 and Scope 3 raw materials to 2030
were approved and validated by the SBTi in 2023.
With the introduction of the Sphera reporting tool,
progress against Scope 1 and 2 emissions will be
reviewed on a quarterly basis and annually for
Scope 3 raw materials.
Transition
Physical
Metrics track progress on energy reduction
initiatives, renewable technology assessments
and energy procured from renewable sources
(page 76).
Targets to reduce operational Scope 1 and 2 as well
as purchased raw material emissions will reduce
the Group’s exposure to future transition costs.
The Group reports its consumption of water at
sites operating in areas of very high water stress
against a 2021 baseline (page 48).
Absolute water consumption at water-stressed
sites capped at 233,000m3, whilst further
reduction opportunities assessed (page 48).
Climate-related
opportunities
Revenues and percentage of total product revenues
associated with climate-resilient products are
tracked and reported from 2020 (page 82).
YoY growth in positive impact products to 2030.
Capital deployment Not currently reported. Will be further developed
as part of the Group’s transition planning to
mitigate exposure to rising energy prices and
potential for carbon taxation.
Development of an internal carbon price to be
completed in 2024.
Internal carbon
prices
Remuneration
Not currently reported.
Development of an internal carbon price to be
completed in 2024.
The Group’s LTIPs give a 15% weighting for four
sustainability metrics, of which two are climate
related: growing sustainable product revenues (YoY
improvement in UN SDG-aligned products revenues
as a proportion of total Group revenues) and
reducing Scope 1 and 2 emissions by 2026. New ESG
measures for the 2024 LTIP include absolute Scope
1 and 2 emissions reductions (page 156).
The Remuneration Committee keeps this under
review each year to ensure that senior leadership
across the Group is appropriately incentivised
to deliver on Tyman’s climate commitments
in its sustainability roadmap and near-term
transition plan
Additional environmental metrics (e.g. for waste) are reported on page 49.
8 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Energy and greenhouse gas emissions inventory reporting
The Group quantified its value chain carbon footprint for its 2019 baseline year in 2021. Scope 1 and 2 emissions accounted for
8% of emissions (43,171 TCO2e restated), and Scope 3 emissions accounted for the remaining 92% (515,374 TCO2e), with direct
purchases of raw materials accounting for the single largest portion at 75% of the total footprint (421,395 TCO2e). Further detail on
the Group’s GHG inventory is reported below, together with information on energy and emission reduction measures implemented
during the year. Tyman’s Scope 1, 2, and 3 emissions targets were validated by the SBTi in June (page 72).
For more information on the Group’s value chain carbon footprint visit www.tymanplc.com/sustainability.
The Group measures and reports its global greenhouse gas (“GHG”) emissions according to the UK’s Streamlined Energy and
Carbon Reporting (“SECR”) requirements for both Scope 1 and 2 emissions as defined by the GHG Reporting and Accounting
Protocol and Reporting Standard. Emissions are reported for all the Group’s operations worldwide over which it has operational
control (manufacturing, warehouses, offices). Scope 3 value chain carbon emissions have been reported for the 2019 baseline
in line with best practice set out by the SBTi. Limited assurance of Scope 1 and 2 emissions was undertaken for the first time
during the year (pages 244 to 245).
Energy and greenhouse gas
emissions
UK Scope 1 emissions (TCO2e)
Offshore (outside UK) Scope 1 emissions
(TCO2e)
Total global Scope 1 direct emissions1
TCO2e
UK Scope 2 emissions (TCO2e)
Offshore (outside UK) Scope 2 emissions
(TCO2e)
Total global Scope 2
indirect emissions2 TCO2e –
location-based
Total global Scope 2 indirect emissions3
TCO2e – market-based
Total direct and indirect emissions (Scope
1 and 2) TCO2e – market-based for SBT8
Intensity ratio (Scope 1 and 2) TCO2e per
£m revenue – location-based
Targets
2023
508
2022
491
2021
558
2019
(baseline)
979
2020
646
9,331
11,577
11,739
10,658
11,098
9,839
949
12,067
1,004
12,297
1,076
11,303
1,057
12,078
1,312
21,263
23,664
25,961
25,681
28,720
22,212
24,669
27,037
26,738
30,032
16,827
26,270
28,597
27,717
31,093
2030: 23,226
26,666
38,337
40,894
39,021
43,171
Intensity ratio (Scope 1 and 2) TCO2e per
£m revenue – market-based
2026: 35.2
Global energy consumption used to
calculate above emissions kWh4
48.7
40.6
51.3
53.6
61.9
64.3
66.4
68.1
68.6
70.3
107,618,563 125,775,448 129,682,263 120,152,047 124,376,446
On-site renewably generated electricity
668,747
Total Scope 3 indirect emissions:5
Purchased goods and services (metals
and polymers)6 – category 1a
Other applicable Scope 3 emissions
(categories 2–7, 9, 11 & 12)7
2030: 305,511
610,085
679,695
436,501
353,820
421,395
96,491
107,474
96,459
91,771
96,127
1 Direct emissions through combustion of fuels and process emissions using DEFRA GHG factors. Refrigerant emissions, e.g. from process and
2
3
building cooling systems, are collected from 2021 onwards.
Indirect emissions through consumption of electricity (location-based method) using static IEA conversion factors.
Indirect emissions through consumption of electricity (market-based method) reflecting European residual emissions and static IEA
conversion factors.
4 Required by the UK Government’s SECR requirements using DEFRA conversion factors for natural gas and combustion of fuels for heating and
process use, electricity consumption (location-based) and transport fuel (from quantities consumed) across the Group’s global operations.
Restated with outputs generated from the Sphera proprietary reporting software.
5 Emissions from raw material purchases account for 75% of the Group’s value chain carbon footprint and feature in Tyman’s near-term 2030 SBT
as the priority for action. A full emissions inventory for ten applicable Scope 3 emissions categories for 2019 to 2023 is available online in the
sustainability data table on Tyman’s website. These other Scope 3 emissions are not covered by the Group’s near-term 2030 SBT.
6 Restatement for 2022 based on spend data from North America and groupwide estimate provided for 2021.
7 Categories 3, 5 and 6 generated through the Sphera system for energy, waste and travel data. Other applicable categories based on estimates
generated on spend data as part of the SBT baseline assessments in 2019/2020 and then pro-rated for following years.
8 Restatement following limited assurance (pages 244 to 245) of 2019 and 2023 Scope 1 and 2 emissions: a reduction to the baseline of 543 TCO2e
(1.2% change).
8 1
STRATEGIC REPORT Climate-related financial disclosures
The Group’s Scope 1 and 2 emissions in TCO2e per £m
revenue decreased by 24% in 2023 to 40.6 (2022: 53.6
restated) and a 30% reduction in absolute terms to 26,666
TCO2e (2022: 38,337). This reduction has been driven by the
continued greening of the electrical grid, reduced product
output, the provision of supplier-specific emissions factors in
Mexico (accounting for 5,000 TCO2e ) and the impact of energy
efficiency measures at plant level including the cessation of
carbon-intensive industrial heating processes from Hamburg
through their transfer to the UK and switching to 100%
renewable electricity tariffs in Italy and the UK. Stripping out
the impact of market-based measures, the Group’s Scope
1 and 2 emissions through the location-based method
decreased by 5% to 48.7 TCO2e per £m revenue (2022: 51.3).
See the Group’s transition plan on pages 72 to 77 for further
detail and commentary on Tyman SBT glidepath.
Scope 1 and 21 emissions TCO2e / £m revenue
1
7
1
3
4
,
1
2
0
9
3
,
4
9
8
0
4
,
7
3
3
8
3
,
2030
target
23,226
6
6
6
6
2
,
2019
2020
2021
2022
2023
A summary of the Group’s energy and carbon reduction projects implemented in 2022 and 2023 is presented in the table below.
2022
2023
•
•
LED lighting upgrades (London, Agnosine, Budrio, Juarez
and Monterrey) coupled with movement sensors (at new
Access 360 manufacturing facility in Wolverhampton)
Local electric heaters replace natural gas fired space heating
(Fossatone) and thermostats fitted to heaters (Trumann)
• Reduced heating hours for office areas (Agnosine)
•
Installation of 1.2MW rooftop solar array and switch
to a 100% renewable electricity tariff (ERA facility in
Wolverhampton)
• Various compressed air initiatives (Brampton and
Owatonna), namely pressure reduction, repairs and leak
reduction, optimised scheduling
•
Further LED lighting upgrades in Mumbai
• Replacement of motors and drives in Owatonna
• Various heating, ventilation and air conditioning (“HVAC”)
optimisation and compressed air projects in Owatonna
•
Five new diecasting machines in Owatonna, replacing
older, less energy-efficient conventional die-casters and
ancillary equipment
•
Enhancements to capacitor units in Brampton
The Group’s Scope 3 emissions, in terms of its purchased raw materials, decreased by 10% in 2023 to 610,085 TCO2e (2022
restated: 679,695). The Group has had to estimate emissions from its North American operations using spend data rather than
a mix of weight and spend, resulting in a restatement of 2022 data. Further commentary on data quality and plans to improve
data collection in 2024 is provided in the transition plan on page 74.
Climate-resilient product revenues
Revenues from climate resilient products feature in the Group’s near-term transition plan (page 72). Climate resilient product
revenues totalled £107 million in 2023 (2022: £109 million), corresponding to 16% of Group revenues (2022: 15%). The Group
aims to increase both the revenues and the associated proportion of these products over time.
Climate resilient product revenues
SDG alignment
20231
Energy saving products
Climate hazard protection
Circular economy/lower carbon materials
72.2
25.4
9.4
£m
2022
76.8
22.3
9.6
Totals
107.0
108.7
1 Subject to Limited Assurance by Bureau Veritas (pages 244 to 245).
2021
73.2
15.3
8.0
96.7
20201
60.2
12.1
–
72.4
8 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Case study
Our high
security locks
and smart alarm
systems reduce
community crime
Around 5% of Tyman’s revenues are generated from high
security locks and smart alarm systems proven to reduce
community crime sold by Tyman’s UK-based business ERA.
ERA has, for many years, had a strong partnership
with the UK charity Neighbourhood Watch, driven by a
shared commitment to make communities safer through
product innovation and expert advice. ERA’s “Total Security
Guarantee” is the only one on the market endorsed by
Neighbourhood Watch and, as such, is highly valued by
ERA’s trade customers.
Together, ERA and Neighbourhood Watch regularly seek
to raise awareness of how to prevent burglaries and
antisocial behaviour through joint
campaigns and webinars, and ERA
commissions valuable consumer
market research into new product
development; for example, it
received over 18,000 responses to
a survey on smart technology in
just one week.
ERA was also the first corporate sponsor of
Neighbourhood Watch’s Community Safety Charter,
which aims to give individuals and organisations tailored
information, support, and tools to help recognise and
report crime and support those affected.
Pictured: Our high security locks and smart
alarm systems are making communities safer.
8 3
STRATEGIC REPORT Principal risks and uncertainties
The Board is committed to protecting and enhancing the
Group’s interests via effective risk management.
Risk management process
The Board is committed to protecting and enhancing the
Group’s reputation and the interests of shareholders and our
wider group of stakeholders. In doing so, the Board promotes
a strong ethical, risk aware culture within the business, which
emphasises the importance of effective risk management and
risk reporting throughout the year and forms a key element of
our internal governance and performance review processes.
Our risk management process, based on the Four Lines of
Defence model, provides clarity on roles and responsibilities
for managing risk.
The Board has ultimate responsibility for the Group’s system
of risk management and internal control with responsibility
for oversight delegated to the Audit and Risk Committee,
which is responsible for maintaining and reviewing the
effectiveness of our risk management and internal controls
processes, including strategic, financial, operational and
regulatory/compliance matters.
The Board has reviewed the systems of internal control and
risk management within the year up to the date of approval of
the Annual Report and Accounts.
Group risk appetite
The Board ensures that the Group’s risk exposure remains
appropriate and links directly to the effective delivery of
our strategic objectives. During the year, the Group has
continued to review and update key aspects of the risk
management framework, including the Group risk appetite
and risk management processes (for example, through
further consideration of risk velocity and the development of
divisional sustainability risk registers). Further developments
are planned in 2024, both at divisional and Group levels, to
enhance skills and capabilities on risk management as well as
further focusing on key areas of risk.
As an international group operating in multiple countries,
the business faces a range of risks and uncertainties where
internal and external factors influence the Group’s response
to managing these risks, many of which are similar in nature
to other comparable companies and are not fully within the
Group’s control.
The Group’s key principal risks are those risks that are
considered material and could have a significant impact on
the Group’s business activities and operations. The Group
considers emerging risks regularly throughout the year,
both through the risk management process and in ongoing
and established meetings embedded in our performance
management system. The Group considers emerging risks
as those that may materialise or have an impact on a longer
timeframe of three years or more. Areas of emerging risk
where the value of, or nature of, these risks are not fully
known are considered as part of the risk management
process and other existing management processes.
The Group’s risks and uncertainties have been considered
in the context of the broader geopolitical and economic
environment, including the dynamic nature of the changing
trading relationships between the US and China, the impact
of the wars in Ukraine and the Middle East, and the impact
of uncertain global economic conditions. In addition, the
Group has closely monitored and responded to industry-wide
inflationary pressures, as well as labour availability issues.
These have all remained prominent themes of risk throughout
the year and the Group has focused on ensuring these risks
are mitigated, to the extent possible.
The Directors confirm they have carried out a robust
assessment of the principal and emerging risks facing the
Group, including those that would threaten its business
model, future performance, solvency or liquidity. The table on
pages 88 to 93 sets out the principal risks and uncertainties
facing the Group at the date of this report and how they are
being managed or mitigated.
In accordance with the provisions of the Code, the Board has
taken into consideration the principal risks in the context of
determining whether to adopt the going concern basis of
accounting and when assessing the prospects of the Group
for the purpose of preparing the viability statement. The
going concern and viability statement can be found on pages
94 to 96.
Responsibilities for, and structure of,
risk management
The Group’s risk framework defines clear roles, responsibilities
and accountabilities for risk management using the Four
Lines of Defence model and continues to develop in line with
the strategy.
The first line of defence consists of operational management
implementing and maintaining effective risk identification,
risk mitigation, reporting and the development and
maintenance of internal control systems. This ensures that
risk management and internal control remain an integral
part of day-to-day operations, yet facilitates the escalation of
significant risks as and when they should arise. Each division
(and location) has an established organisational structure,
senior management team and policies and procedures at
divisional and location levels, including those risks relating
to compliance with laws and regulations in the geographies
in which they operate. Divisional risk registers are reviewed
by the Executive Directors and the Audit and Risk Committee
twice per year.
The second line of defence consists of the corporate
functions that support operational management and
are responsible for establishing Group-level policies and
procedures, including the Delegation of Authority, Code
of Business Ethics and Accounting Policies. The Group has
specialist resources to strengthen its risk and assurance
capabilities in areas including Group finance, tax and treasury,
IT, legal and secretariat, health, safety and sustainability,
risk management, corporate development, and corporate
communications and investor relations.
8 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Risk management is embedded in many aspects of the
Group’s leadership and performance model where key areas
of risk are inherently considered throughout the year. Key
governance mechanisms for the management of risk include
the Executive Committee, the Finance Leadership Team, the
strategic planning process, budgeting and forecasting and
the Business Performance Review (“BPR”) process undertaken
every month for each division.
The BPR process covers key aspects of our strategic,
financial, operational and compliance risks, including
proactive monitoring of key actions from month to month,
safety performance, business ethics, legal matters, financial
performance (including budget and forecasts), customer
and commercial issues, supply chain management, progress
on strategic priorities, organisational developments and
risk watchlist items. In addition, the BPR meeting process
is supplemented by deep dive reviews from time to time
throughout the year. A review of organisational capabilities is
also undertaken annually with additional reviews taking place
as required throughout the year.
In addition, this line of assurance also covers the operation
of the Group’s “Speak Up” reporting system, which enables
employees to raise concerns confidentially over ethics and
compliance matters (see page 50). All “Speak Up” reports are
investigated by the General Counsel & Company Secretary,
or their nominated investigator, who tracks the actions and
reports their outcome to the Board at every Board meeting.
The Group’s “Speak Up” process has been reviewed by the
Board this year.
The third line of defence is Group Internal Audit providing
independent and objective assurance.
This assurance is provided by the Group Head of Internal
Audit and Risk Management, who utilises resources from
a professional services firm to support the Internal Audit
process. This allows the Group to facilitate the ongoing
development of its Group’s risk management processes. The
Group Head of Internal Audit reports directly to the Chair of
the Audit and Risk Committee, reinforcing the importance of
this function maintaining its independence and objectivity.
The Board
Formulates the Group’s strategy and has overall responsibility for risk management, including definition of the Group’s risk
appetite and culture. The Board delegates oversight of risk management to the Audit and Risk Committee.
Audit and Risk Committee
Regularly monitors the nature, extent and management of the Group’s principal and
emerging risks.
Monitors and reviews the effectiveness of the Group’s systems of risk management and
internal control.
Executive Committee (Second line of defence)
Comprises Executive Directors and divisional Presidents overseeing
management of groupwide risks.
Divisional Management
(First line of defence)
Implementation of the
necessary systems of risk
assessment and internal
control.
Regular review of
risk registers and
implementation of
mitigation plans. Day-to-day
operational management
of risk.
Corporate Functions
(Second line of defence)
Corporate functions include Group
Finance, Tax and Treasury, Legal and
Secretariat, IT, Health, Safety and
Sustainability, Corporate Development
and Corporate Communications, and
Investor Relations.
Responsible for Group-level design and
maintenance of the risk framework and
internal controls and providing specialist
support across the Group.
Lines of defence
Group
Internal Audit
(Third line of
defence)
Independent
Assurance
(Fourth line of
defence)
8 5
STRATEGIC REPORT Principal risks and uncertainties
Internal Audit effectiveness was formally reviewed in 2023,
with no significant areas for improvement to report.
The fourth line of defence is independent assurance
provided by third-party providers or specialists where
specific assurance has been requested by the Board or its
Committees.
The Group’s statutory auditors provide independent
assurance. Deloitte has now completed their second year as
the Group’s external auditor.
Through the work of the Group Internal Audit function and
external auditors, the Audit and Risk Committee is satisfied
that any audit issues raised by either of the auditors are
managed and resolved effectively by management.
A shorter register of Group principal risks is specifically
reserved for review by the Audit and Risk Committee.
This mainly, but not exclusively, comprises risks above a
certain threshold after mitigation. These principal risks and
uncertainties are reported in the Annual Report.
Risk priorities in 2024
The risk priorities for the year ahead are as follows:
• Management of the impact of uncertain macroeconomic
conditions, with potential decline in customer demand
in key markets ensuring plans are in place to respond
if required.
• Remain focused on pricing disciplines to mitigate the risk
of input cost inflation, whilst remaining competitive.
The Group will continue to evolve and develop its risk
framework as appropriate throughout 2024, recognising the
dynamic nature of risk management and the UK’s proposed
reforms in corporate governance.
• Continued strengthening in key areas to improve
operational resilience given the need for adaptability of
the Group’s supply chains, particularly in the context of
climate change and changing geopolitical circumstances.
• Continued review and response to developments in
corporate governance, including climate change (TCFD
and Transition Plan), broader ESG risks and revised UK
Corporate Governance Code.
Each division maintains a comprehensive risk register, which
assesses all pertinent risks relevant to that division, including
strategic, financial, operational, and compliance risks. The risk
assessment process is dynamic and includes emerging and
retiring risks as each division’s risk landscape shifts.
These risk registers are reviewed on a regular basis by
the senior leadership team of each division. Each risk is
monitored in line with the process above to assess the
likelihood and impact of the relevant risks crystallising.
Against this, an assessment is made of existing controls that
are in place to mitigate the relevant risk and identify further
actions to further manage each risk to an acceptable level.
Each division’s risk register is reviewed throughout the year
within the division, the conclusions of which are discussed at
the Executive Committee and submitted to the Audit and Risk
Committee at least twice per year.
8 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The Tyman risk management process
The Group has policies and procedures in place to ensure that risks are properly identified, evaluated and managed at the
appropriate level within the business. The identification of risks and opportunities, the development of action plans to manage
the risks and maximise the opportunities, and the continual monitoring of progress against agreed plans are integral parts of
the core activities and performance review processes throughout the Group.
1
2
3
4
5
6
Risk
identification
Evaluate
inherent risks
Review existing
controls
Risk
response
Monitor and
review actions
Risk reporting
and oversight
Top-down and
bottom-up
identification
of the Group’s
risks ensuring
emerging and
arising risks
are assessed
Considers
the gross
level of risk
to the Group
in impact and
likelihood terms
Identification
and assessment
of existing
controls to
manage the risk
Further
mitigation is
considered in
line with the
Group’s risk
appetite
Regular review
and monitoring
of risks at a
Group and
divisional level
Regular
reporting of
risk-related
matters in core
governance and
performance
processes and
reporting to the
Audit and Risk
Committee
Group principal risks
A heat map of the Group’s net risks is illustrated below:
e
c
n
e
r
r
u
c
c
o
f
o
t
c
a
p
m
I
10
5
4
2
11
8
7
3
9
1
6
Likelihood of occurrence
1 Market conditions
2 Raw materials and supply chain disruption
3 Loss of market share
4 Execution of major programmes
5 Attracting and retaining key talent
6 Information security
7 Compliance with laws and regulations
8 Foreign exchange
9 Liquidity and credit
10 Business interruption
11 Climate change and sustainability
8 7
STRATEGIC REPORT
Principal risks and uncertainties
Risk
Risk description
Mitigation
Changes since last
Annual Report
Trend after
mitigation
Business
interruption
(including
pandemic)
Risk assessment:
Medium
Strategic
outcomes
Market
conditions
Risk assessment:
High
Strategic
outcomes
The occurrence of an event
that may lead to a significant
business, supply chain or
market interruption. This
includes events such as
natural disasters, pandemics,
significant IT interruption, the
loss of an operating location or
geopolitical events including
significant changes in trading
relationships such as US/China
trade developments. This results
in an inability to operate or meet
customer demand, a reduction in
market demand or poses a health
risk to employees.
Demand in the building products
sector is dependent on levels of
activity in new construction and
RMI markets. This demand is
cyclical and can be unpredictable,
and the Group has low visibility of
future orders from its customers.
The risk of global recession is
increasing, driven by widespread
inflation and interest rate
increases and geopolitical events
such as the wars in Ukraine and
the Middle East.
The Group reviews
business continuity
management, IT
disaster recovery and IT
security as appropriate
throughout the year.
The Group also ensures
appropriate insurance
cover is maintained
The reduced impact
of COVID-19 in our
operations and
supply chain.
Trend increasing due
to wider nature of
potential risks.
During the year,
uncertainty over short
to medium-term
market conditions
has increased due to
wider macroeconomic
conditions and
geopolitical risk.
We continue to ensure:
• monitoring of
market conditions
and macroeconomic
trends through both
annual strategic
planning processes
and regular
performance/
forecasting reviews;
• maintaining
appropriate
headroom and
tenor in the Group’s
available borrowing
facilities;
•
•
its geographic
spread providing a
degree of market
diversification; and
the ability to flex the
Group’s cost base in
line with demand.
As part of its process for
assessing the ongoing
viability of the Group,
the Board regularly
stress tests Tyman’s
financial and cash flow
forecasts over both a
short and medium-term
horizon.
8 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Changes since last
Annual Report
Trend after
mitigation
No significant changes
during the year.
Risk
Risk description
Mitigation
Loss of
competitive
advantage
Risk assessment:
Medium
Strategic
outcomes
Loss of competitive advantage
may adversely affect the
Group financial performance
or reputation in the short to
medium term. The Group’s
ability to maintain its competitive
advantage is based on a wide
range of factors including the
strength of the Group’s brands,
the breadth and depth of our
portfolio, the level of quality
and innovation reflected in
our products, our supply chain
flexibility, excellent customer
service and technical support,
and the depth of customer
relationships we nurture, all
supported by fair and competitive
pricing. Failure to perform on any
one of these aspects may lead to
erosion of competitive advantage
over time, and in turn to loss of
customers to competition.
Some of the Group’s
markets are relatively
concentrated with two
or three key players,
while others are highly
fragmented and offer
significant opportunities
for consolidation and
penetration.
Tyman continues to
differentiate itself
through its wide range
of products, its focus
on customer service
including technical
support, its geographical
coverage, innovation
capabilities and the
reputation of its brands.
The Group monitors
the status of its
competitive advantage
through feedback from
customers and close
review of the market
positioning of its
products.
The Group aims to
minimise the impact
of competitive
pricing pressures by
competitors through
margin expansion
activities including
continual sourcing
review, innovation and
value engineering,
as well as building
long-term relationships
with its customers
based on value creation,
quality, service and
technical support.
Strategy Key
Margin expansion
Sustainable growth
Engaged people
Positive impact
Trend after mitigation
Up
Same
Down NEW New risk
8 9
STRATEGIC REPORT
Principal risks and uncertainties
Changes since last
Annual Report
Trend after
mitigation
No significant changes
during the year.
At the end of the year,
Group leverage was 1.1x
adjusted EBITDA, at the
lower end of the target
range of 1.0x to 1.5x
adjusted EBITDA.
Attacks on corporate
systems continue
to rise, leading to
an increased risk.
Training and IT controls
improvements continue
to be implemented as
a key element of the IT
Strategy.
Risk
Risk description
Mitigation
Foreign exchange
risk
Risk assessment:
Medium
Strategic
outcomes
The Group operates
internationally and is therefore
exposed to transactional and
translational foreign exchange
movements in currencies other
than sterling. In particular, the
Group’s translated adjusted
operating profit is impacted by the
sterling exchange rate of the US
dollar and the euro.
The Group must maintain
sufficient capital and financial
resources to finance its current
financial obligations and
fund the future needs of its
growth strategy.
Liquidity and
credit risks
Risk assessment:
Low
Strategic
outcomes
Information
security
Risk assessment:
High
Strategic
outcomes
Information and data systems are
fundamental to the successful
operation of Tyman’s businesses.
The Group’s digital assets are
under increasing risk from
hacking, viruses and “phishing”
threats. Sensitive employee,
customer, banking and other data
may be stolen and distributed or
used illegally. GDPR increases the
cost of any failure to protect the
Group’s digital assets.
9 0
The Group denominates
a proportion of its debt
in foreign currency
to align its exposure
to the translational
balance sheet risks
associated with overseas
subsidiaries. Ancillary
bank facilities are
utilised to manage
the foreign exchange
transactional risks and
interest rate exposure
through the use of
derivative financial
instruments. Where
possible, the Group
will recover the impact
of adverse exchange
movements on the cost
of imported products
and materials from
customers.
The Group maintains
adequate cash balances
and credit facilities with
sufficient headroom and
tenor to mitigate credit
availability risk. The
Group monitors forecast
and actual cash flows
to match the maturity
profiles of financial
assets and liabilities. In
the medium term, the
Group aims to operate
within its target leverage
range of 1.0x to 1.5x
adjusted EBITDA.
The Group continues
to develop and test
disaster recovery plans
for all sites. The Group
undertakes regular
penetration testing
of data systems and
maintains up-to-date
versions of software
and firewalls. The Group
periodically reviews
and improves IT system
controls.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Risk
Risk description
Mitigation
Raw material
costs and supply
chain failures
Risk assessment:
Medium
Strategic
outcomes
The input costs for the Group’s
products include commodities
that experience price volatility
(such as oil derivatives, steel,
aluminium, zinc, freight and
natural gas). The Group’s ability to
meet customer demands depends
on obtaining timely supplies of
high-quality components and
raw materials on competitive
terms. Products or raw materials
may become unavailable from a
supplier due to events beyond the
Group’s control.
Attracting and
retaining key
talent
Risk assessment:
Medium
Strategic
outcomes
The Group’s future success is
substantially dependent on
the continued services and
performance of its senior
management and its ability to
continue to attract and retain
highly skilled and qualified
personnel at Group, divisional and
site level.
The Group continues to
invest in, and improve,
its sourcing and
procurement capability
with dedicated supply
chain resources. The
Group manages supply
chain risk through
developing strong
long-term relationships
with its key suppliers,
regular risk assessment
and audit of suppliers
including logistics
providers, review of
make or buy strategies,
dual-sourcing where
appropriate and
maintaining adequate
safety stocks throughout
the supply chain. Where
commodity and other
material cost increases
materialise, the Group
seeks to recover the
incremental cost
through active price
management.
The Group mitigates
the risk of losing key
personnel through
robust succession
planning, strong
recruitment processes,
employee engagement
and retention initiatives,
and long-term
management incentives.
Changes since last
Annual Report
Trend after
mitigation
No significant changes
during the year.
No significant changes
during the year.
Strategy Key
Margin expansion
Sustainable growth
Engaged people
Positive impact
Trend after mitigation
Up
Same
Down NEW New risk
9 1
STRATEGIC REPORT
Principal risks and uncertainties
Risk
Risk description
Mitigation
Changes since last
Annual Report
Trend after
mitigation
Compliance
with laws and
regulations
Risk assessment:
Low
Strategic
outcomes
A lack of understanding or
non-compliance with laws and
regulations in any jurisdiction in
which the Group operates could
lead to a significant financial
penalty and/or severe damage
to the Group’s reputation. Legal
and regulatory requirements can
be complex and are constantly
evolving, requiring ongoing
monitoring and training.
Execution
of major
programmes
Risk assessment:
Medium
Strategic
outcomes
The Group has a range of change
management programmes and
strategic initiatives underway to
support our “Focus, Define, Grow”
Strategy. Failure to effectively
execute these programmes could
adversely affect the Group’s ability
to deliver on key elements of
our strategy.
Increased monitoring
and actions to address
legal and regulatory
developments.
No significant changes
during the year.
Mitigations include:
• A comprehensive
•
and engaging Code
of Business Ethics
and associated
training
Supporting policies
and standards
that set out
the compliance
requirements
in detail
• A group-wide “Speak
Up” whistleblowing
mechanism
• Risk framework to
•
identify, assess and
monitor business
and compliance risks
Specific legal and
compliance matters
reviewed by the
Group General
Counsel as required
Oversight mechanisms
to track the progress of
all strategic programmes
take place monthly at
Group and divisional
levels. In addition,
each programme has
established project
governance disciplines
in place, including
project managers for
each programme.
9 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Changes since last
Annual Report
Trend after
mitigation
No significant changes
during the year.
Risk
Risk description
Mitigation
Climate
change and
sustainability
Risk assessment:
Medium
Strategic
outcomes
Adverse impacts of climate
change may, over time, affect
the operations of the Group, its
supply chains and the markets
in which it operates. This could
include physical (weather-related)
risks, as well as failing to adapt to
legal, technological and market
demands for more sustainable
operations and product solutions.
More broadly, customer, investor
and societal expectations have
never been higher for companies
to respond with action on ESG
topics.
Should the Group not reduce its
GHG emissions and deliver its
other sustainability commitments
in line with Tyman’s targets and
ambition, it may be subject to
increased costs, adverse financial
impacts, reputational damage
and failure to attract/retain future
talent.
The Group maintains
a 2030 sustainability
roadmap, setting out
Tyman’s ESG ambitions
and targets, which
include reducing GHG
emissions and growing
revenues from more
sustainable solutions.
A dedicated
sustainability leader is
in place in each division
to drive the execution of
the roadmap.
Regular reviews are
held both at a divisional
level and groupwide via
a sustainability forum.
Quarterly deep-dives
are held with the
ExCo to facilitate the
sharing of cross-team
learnings and identify
opportunities to
synergise and/or
accelerate.
Disclosures will also be
enhanced against the
recommendations in
the TCFD framework,
including risk mitigation
and completing a
quantitative scenario
analysis.
Strategy Key
Margin expansion
Sustainable growth
Engaged people
Positive impact
Trend after mitigation
Up
Same
Down NEW New risk
9 3
STRATEGIC REPORT
Going concern and viability
Viability statement
Assessment of prospects
In assessing the long-term prospects of the Group, the
Board considers the Group’s current position, including the
following factors:
• Although demand weakened during 2023 as a result of
the challenging macroeconomic conditions, the Group
has achieved share gains in core markets, has successfully
recovered current and prior year cost inflation, and
completed the acquisition of Lawrence Industries, which
will drive further growth. The Group has demonstrated
its ability to flex the cost base in response to changes
in demand.
• Operations are highly cash generative and drive a high
•
•
operating cash conversion ratio. Cash conversion in 2023
of 143% is higher than average, reflecting a significant
reduction in inventory following a build in 2022 due to
supply chain disruption. The longer-term average cash
conversion is c.90%.
The Group has significant headroom in borrowing
facilities and debt covenants at 31 December 2023, with
liquidity headroom of £183.1 million and leverage of
1.1x. A significant deleveraging has been achieved over
the last four years from 1.7x at the end of 2019, despite
completing the Lawrence acquisition in July 2023.
The Group successfully refinanced both the USPP and RCF
facilities in 2022 and has total committed debt facilities of
c.£304 million. After exercising the option to extend the
£210 million RCF for a further year in 2023, this facility
now matures in December 2027. Of the US$120 million
of USPP notes, US$40 million of these notes have a
remaining term of just over five years, maturing in April
2029, US$35 million have a remaining term of just over
eight years, maturing in April 2032, and the remaining
US$45 million is due for repayment in November 2024.
This gives an average debt facility life of just over four
years, covering the majority of the assessment period.
Given the Group’s investment grade rating from DBRS
Morningstar and track record of support from lenders,
the Board has a strong expectation that the RCF could be
successfully refinanced at maturity.
In addition, the Board considers the Group’s strategy and
business model, including the following factors:
•
Favourable long-term macroeconomics and megatrends
are expected to drive further growth (see Our Markets
section on pages 14 to 17 for further details).
• Diversification across geographies and markets
provides resilience.
•
Innovation capabilities quickly allow the Group to adapt
to changing trends, such as smartware and automation,
sustainability, fire integrity, and affordability.
• Our sustainability roadmap positions the Group
well to derive benefits from the transition to a low
carbon economy.
•
There are high barriers to entry through our deep
customer relationships, market-leading brands, and
domain expertise.
•
The extensive portfolio of highly-engineered,
differentiated products across hardware, smartware and
seals and extrusions, combined with value-added support
services, helps to prolong customer relationships.
• Co-development and customisation services create
long-term partnerships.
•
•
Self-help activities are driving margin expansion.
The growth strategy is focused on gaining market share
through new product introductions, channel expansion
initiatives, and customer service.
• Maintaining focus on pricing discipline to protect margins
from the effects of adverse material and labour input
price inflation and exchange rate fluctuations.
The Group’s strategy and business model are central to
understanding the future prospects and viability of Tyman.
Both are well established and subject to regular monitoring
and development by the Board. See further details of the
Group’s strategy on pages 20 to 27 and of the Group’s
business model on pages 12 and 13.
The principal risks related to the business are also taken
into account by the Board when assessing the long-term
prospects of the Group, particularly business interruption,
market conditions, and raw material costs and supply chain
disruption. See further details of the Group’s principal risks on
pages 84 to 93.
Structured budgeting and strategic
planning process
Tyman’s longer-term prospects are assessed primarily
through the Group’s budgeting and strategic planning
process. The annual Group budget is compiled in the autumn
of each year and generates a detailed forecast for the year
ahead. This is reviewed and approved by the Board.
A strategic planning process is also conducted, covering the
next three-years on a rolling basis. This process includes
a review of divisional strategic plans and cross-divisional
initiatives by the Tyman Executive Committee. Group and
divisional management then present strategic plans to the
Board at a strategy day. The Board also receives monthly
strategy updates from the Chief Executive Officer.
The output of the strategic plan includes a consolidated set
of financial projections for the Group covering a period of the
next three years, including a review of forecast debt covenant
compliance and debt headroom. The strategic plan reviewed
as part of the assessment of prospects in this report covers
the three-year period ending 31 December 2026.
Assessment of viability
In accordance with provision 31 of the Code, the Directors have
assessed the future viability of the Group. This assessment
takes account of the Group’s current trading position and
the potential impact of the principal risks and the mitigating
actions documented on pages 87 to 93 of the Annual Report.
The Directors have determined that five years is an appropriate
timeframe over which to provide a viability statement.
Although the Board’s strategic planning period is three years,
given the position of the business, the viability of the Group can
reasonably be assessed for a further two years beyond this.
9 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The Directors consider that demand in the Group’s business is
ultimately driven by consumer confidence and discretionary
spending patterns, which are difficult to project accurately
beyond a five-year time horizon.
•
the RCF, which is due for repayment in December 2027
is successfully refinanced at the existing facility limit of
£210 million; and
• no future acquisitions or disposals.
In order to assess the Group’s viability over this period, the
strategic plan has been extrapolated for a further two years at
an estimated medium-term growth rate. The key assumptions
underpinning the assessment include:
•
average market growth forecasts in line with local
consensus;
• no future loss of significant customers;
•
•
forecasts of market share growth, selling price increases
and the impact of new product development;
forecasts of the benefits from self-help and continuous
improvement activities;
Severe but plausible downside scenarios
These financials have then been flexed by overlaying the
estimated financial impact of crystallisation of certain of
the Group’s principal risks that are considered to have
the potential to threaten viability in “severe but plausible”
downside scenarios. The risks modelled were a downturn in
market conditions, raw material and supply chain failure, and
business interruption.
The downside scenarios applied to the strategic plan are
summarised below.
The “severe but plausible” scenario models the impact of a significant short-term contraction in revenue on the Group.
Strategic plan flexed for
combinations of the
following scenarios
Link to principal risks
and uncertainties
Level of
severity tested
Downturn in
market conditions
Market conditions
The scenario modelled is a 10%
fall in revenue from the base case
in each of the next five years.
Raw material cost
increases and supply
chain disruption
Raw material costs and
supply chain failures
Business interruption
Business interruption
resulting from a
significant event such
as a pandemic, IT
interruption, or loss of
an operating location.
The scenario modelled is a 10%
reduction in revenue from the
base case in each of the next five
years resulting from supply chain
failure, combined with further
cost inflation of 3% that is not
fully passed on to customers. In
an environment where inflation
persists, it is likely there would
be further interest rate rises and
therefore an increase in interest
rates in each year of 100bps from
the base case is also modelled.
The scenario modelled is a
15% reduction in revenue from
the base case in year one,
representing lost sales during the
interruption event, a 5% reduction
in each of the following four years
representing a longer-term effect,
and a one-off exceptional cost of
£5 million representing costs of
resolving the issue.
Conclusion
Tyman, after undertaking
reasonable mitigating
actions, should be able to
comfortably withstand the
impact of this severe but
plausible scenario.
Tyman, after undertaking
reasonable mitigating
actions, should be able to
comfortably withstand the
impact of this severe but
plausible scenario.
Tyman, after undertaking
reasonable mitigating
actions, should be able to
comfortably withstand the
impact of this severe but
plausible scenario.
9 5
STRATEGIC REPORT Going concern and viability
Reverse stress test scenario
The “reverse stress test” scenario models a scenario that would represent the point at which the Group’s future viability becomes
less certain. In effect this would be a breach of covenants.
Strategic plan flexed for
combinations of the
following scenarios
Link to principal risks
and uncertainties
Level of
severity tested
Conclusion
This models the impact of a
larger, short-term contraction
in revenue, which is sustained
for a period of time, causing a
breach of covenants.
Business interruption
Market conditions
Raw material costs and
supply chain failures
A reduction in revenue
from the base case of 32%
for each of the five years.
This sustained level of
performance deterioration
is considered highly
implausible. This is much
more severe than what
was experienced through
the height of the COVID-19
pandemic in 2020 and the
global financial crisis in
2007–2009.
Going concern
As a consequence of the work undertaken to support the
viability statement above, the Directors have continued to
adopt the going concern basis in preparing the financial
statements (see note 2.2 Going concern in the notes to the
financial statements).
The flexed models take account of the natural reduction
in variable costs and availability and likely effectiveness of
mitigating actions available to the Group, including the flexing
of working capital, capital expenditure and discretionary
spend. The models do not include significant structural
actions, such as closing or mothballing facilities or divesting
assets, which would be undertaken in the event necessary.
The models also do not consider changes to the Group’s
capital structure it may be able to make through refinancing
debt facilities, renegotiating covenants, and/or raising
equity finance.
Viability statement
Based on their assessment of the prospects for the Group
and principal risks and the viability assessment above, the
Directors confirm that 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 to
31 December 2028.
9 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Non-financial and sustainability
information statement
This section of the Strategic Report constitutes Tyman’s non-financial information statement and is produced to comply with
Sections 414CA and 414CB of the Companies Act 2006. The table below summarises the applicable policy or code corresponding
to each reporting requirement and where this information is located within the Annual Report and Accounts.
Reporting requirements
Relevant policy/code
Location within Annual Report
Environmental matters
•
Environmental policy
•
Sustainability performance (pages
48 to 50)
• Climate-related disclosures (pages
58 to 83)
Employees
• Code of Business Ethics:
Integrity in action
•
Ethics and compliance
on page 50
• Health and safety policy
• Health and safety policy on page 46
• Diversity and inclusion policy
• Diversity and inclusion policy on
• Anti-bribery and corruption policy
page 51
• Conflicts of interest policy
•
•
•
Fair competition policy
Trade controls policy
Speak-Up policy
• Political donations policy
•
Fraud risk management policy
• Workforce engagement
• Diversity and inclusion policy on
page 51
•
Employee engagement
on page 52
Human rights
• Code of Business Ethics: Integrity
in action
•
Ethics and compliance
on page 50
• Diversity and inclusion policy
• Diversity and inclusion policy on
Anti-corruption and
anti-bribery matters
• Code of Business Ethics: Integrity
in action
• Anti-bribery and corruption policy
Social matters
• Code of Business Ethics: Integrity
in action
•
Stakeholder engagement
•
•
•
page 51
Ethics and compliance
on page 50
Ethics and compliance
on page 50
Section 172 statement on pages
98 to 103
Business model
Principal risks
Non-financial KPIs
• Community investment on page 52
• Business model on pages 12 and 13
• Risk management on pages 84 to 86
• Group principal risks on pages 87 to 93
•
Total recordable incident rate and
greenhouse gas emissions KPIs on
page 29
9 7
STRATEGIC REPORT Section 172 statement
In accordance with the duties of Directors under section 172 of the Companies Act 2006,
the Board considers several factors in its decision making, including:
Tyman engages extensively with its stakeholders at all levels
of our business because we believe that the understanding of
such stakeholders through engagement is vital to building a
sustainable and successful business.
Some examples of direct engagement by the Board include
the Workforce Engagement NED’s skip-level meetings with
employees and their representatives, and meetings or
calls with customers, suppliers or shareholders. However,
engagement may also be indirect, such as through Board
reports, employee surveys and feedback from investors and
analysts. All such engagement has provided invaluable input
to the Board’s discussions and decision making.
s.172 consideration
Relevant disclosures
The likely
consequences of any
decision in the long
term
The interests and
wellbeing of our
people
• Our markets (pages 14 to 17)
• Our strategy (pages 20 to 27)
• Our people (page 50 to 52)
• Diversity and inclusion (page 51)
•
•
Training and development (page
50 to 51)
Employee engagement
(page 52)
• Board visits to the operations
(page 117)
The need to act fairly
as between members
of the Company
•
•
Stakeholder engagement (page
100 to 103)
Investor relations programme
(page 119)
• Annual General Meeting
(page 159)
• Access to the Chair and
Non-executive Directors
(page 120)
• Remuneration policy (page 135
to 140)
The Group’s
relationships with
its customers and
suppliers
• Our business model (pages 12
and 13)
•
Sustainable solutions (page 27
and 53)
The importance of
our reputation for
high standards of
business conduct
• Our purpose and values
(page 21)
•
Ethics and compliance,
including the Group’s Code of
Business Ethics (page 50)
•
Speak Up (page 50)
• Risk management (pages
84 to 93)
•
Internal controls (page 129)
The impact of our
businesses on the
environment and the
communities where
we are present
• Climate-related financial
disclosures (pages 58 to 83)
•
Sustainable performance (page
46 to 55)
9 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Case study
How the Board
approached the
decision to close
operations
in China
Key stakeholders affected:
Employees; shareholders; customers
s.172 factors considered: Long-term impact of decision;
wellbeing of our people; relationships with customers; and
business reputation and conduct.
A major decision made by the Group this year was to
close Tyman’s sales and distribution operation in China.
This decision was not taken lightly, as it involved exiting
44 employees and meant Tyman was withdrawing from
a large, albeit loss-making, market. To provide insight
into the approach taken by the Board, a summary of
stakeholder considerations is set out on the right.
•
•
Employees: When the decision was made to close
the business, being cognisant of local economic
conditions, the Board requested that management
consider steps that the business could make to help
exiting employees secure new roles. Accordingly,
in addition to enhanced redundancy packages, the
business also arranged for outplacement services and
CV-writing assistance, and contacted its customers and
suppliers to help exiting employees find new work.
Shareholders: The Board considered Tyman’s
competitiveness in the Chinese market and the efforts
already expended by the business since 2021 to turn
around its loss-making position. It was considered
that further efforts would require significant further
investment and detract management time from other
more beneficial activities that would be of greater
value to Tyman’s shareholders. On this basis, the
Board agreed that exiting the business would be in the
best interests of Tyman’s shareholders.
• Customers: The Board considered whether the
business’ decision to exit the Chinese market might
catch customers unaware and cause them concern.
For this reason, the Board queried what retention
incentives were being offered to key personnel
to ensure that the exit was managed well from a
customer’s perspective.
9 9
STRATEGIC REPORT Section 172 statement
WHO?
WHY?
HOW?
Stakeholder group
Why it is important to engage
How management and/or Directors engaged
Investors
For the business to achieve long-term
success, continued access to capital is vital.
As a company with shares on the Main
Market of the London Stock Exchange's
premium list, we must provide fair, balanced
and understandable information about the
business to enable informed investment
decisions to be made.
• Results presentations and post-results
engagement with institutional shareholders
•
Investor roadshows, site visits, capital markets
events, face-to-face meetings and conference calls
addressing investor and analyst enquiries
• Annual Report and Accounts
• Annual General Meeting
• Regulatory announcements
• Corporate website, including dedicated
investor section
Suppliers
Employees
The Group’s suppliers are integral to the
quality of our products and the reliability of
their delivery. Engaging with our supply chain
ensures the security of supply and speed
to market. We seek to curate high-quality
suppliers that help us deliver market-leading
products that meet our customer expectations
and requirements and are consistent with
our ethical, sustainable and responsible
procurement standards and policies.
Our people are critical to our long-term
strategy and sustainable success. We recognise
that an engaged workforce is also a productive
one. Across our global network, we seek
to foster diverse and inclusive workplaces
where every employee feels psychologically
safe to achieve their full potential and job
satisfaction. We also recognise the importance
of developing and maintaining an employer
brand that helps to ensure that we can retain
and develop the best talent.
1 0 0
• Meetings with key suppliers
•
The results of supplier audits are reported to the
• Better communication and engagement between key suppliers
•
•
•
•
•
•
•
•
Supplier audits and inspections
Through our Tyman Sourcing Asia organisation
based in China
Engagement on our Code of Business Ethics
and topics such as anti-bribery and corruption,
anti-modern slavery and fair competition
The Group held a major supplier event in China
in June 2023, which was attended by Tyman’s
three divisional Presidents and key supply chain
personnel as well as 19 key suppliers representing
around 80% of the Group’s spend in Asia. A focus
of the event was how to make Tyman’s supply
chain more sustainable and resilient (see page 25)
Following on from the all-employee engagement
survey conducted in 2022, pulse surveys were held
in 2023
Skip-level meetings held by the CEO, Chair
of Remuneration Committee, the Workforce
Engagement Director, Group Health Safety and
Sustainability Director, and divisional management
Training and development (e.g. Safety Leadership
Programme; One Tyman; and Leading with
Integrity)
Tyman Group leadership conference and virtual
conferences with the Group’s leaders
• All-employee communications from the Chief
Executive Officer
•
Speak Up hotline
• Development of, and initial roll-out of, a
Group intranet
WHAT?
What were the key topics of engagement
and what feedback and input did the Board/
management obtain?
OUTCOMES AND ACTIONS
What was the impact of the engagement, including
any actions taken?
Key topics discussed included:
• Refinement of investor communications based on feedback
• Ability of the Group to react to potential changes
in demand
• Ability of Tyman to recover cost inflation
• Acquisition of Lawrence Industries and the Group’s
increasing exposure to the US residential housing
market and future M&A strategy
• CEO changes and recruitment process
to best address the key topics, including updates to the
Introduction to Tyman investor presentation on the website
•
The hosting of a capital markets event for analysts and investors
in October 2023 on the US residential housing market to help
investors improve their understanding of this important market
and Tyman’s position and growth strategy within it (see page 17)
•
The Chair of the Board and Senior Independent Director offered
and held multiple one-to-one calls with major shareholders
•
The Group’s strategy and sustainability roadmap
during the year to discuss the changes in the CEO position
• Progress against the Group’s medium-term
•
Sustainability metrics feature as measures in the Group’s
margin targets
• Proposed updates to the remuneration policy
Feedback and input were obtained from the Head of
Corporate Communications and Investor Relations and
the Group’s corporate brokers and financial PR advisers.
LTIP and Tyman participated in an ESG-themed investor
conference to explain more fully key aspects of the Group’s
sustainability roadmap
•
The Chair of the Remuneration Committee wrote to major
shareholders in December 2023 to consult with them on
the proposed changes to the remuneration policy that will
be put forward for shareholder approval at the 2024 Annual
General Meeting
Board in connection with its consideration of the
and Tyman’s senior leaders
Group’s modern slavery policy and statement
•
The Group Health, Safety and Sustainability Director visited
•
The CEO regularly reports to the Board on material
several major Chinese suppliers and explored how Tyman can
supplier matters and on the Group’s progress in
foster an improved safety culture across our supply chain
procuring sustainably
•
Support gained for the investment in automation of supplier
• Development of approaches to help our supply chain
due diligence
become more sustainable, including the substitution
of hazardous substances with less harmful finishes
• Health and safety
•
Feedback from the pulse surveys have been reported to the
• Company strategy and financial performance
Board and follow up actions are being undertaken
•
Sustainability
• Cost-of-living pressures
•
Executive remuneration
•
Feedback from the employee representatives on executive
remuneration was discussed with the Remuneration Committee
and considered in the latest policy update
• Continued support of the Real Living Wage in the UK, with
Tyman retaining its Living Wage Employer accreditation with the
Living Wage Foundation
•
Improved employee communications
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 WHO?
WHY?
HOW?
Stakeholder group
Why it is important to engage
How management and/or Directors engaged
WHAT?
What were the key topics of engagement
and what feedback and input did the Board/
management obtain?
OUTCOMES AND ACTIONS
What was the impact of the engagement, including
any actions taken?
Investors
For the business to achieve long-term
• Results presentations and post-results
Key topics discussed included:
• Ability of the Group to react to potential changes
in demand
• Ability of Tyman to recover cost inflation
• Acquisition of Lawrence Industries and the Group’s
increasing exposure to the US residential housing
market and future M&A strategy
• CEO changes and recruitment process
•
The Group’s strategy and sustainability roadmap
• Progress against the Group’s medium-term
margin targets
• Proposed updates to the remuneration policy
Feedback and input were obtained from the Head of
Corporate Communications and Investor Relations and
the Group’s corporate brokers and financial PR advisers.
•
•
The results of supplier audits are reported to the
Board in connection with its consideration of the
Group’s modern slavery policy and statement
The CEO regularly reports to the Board on material
supplier matters and on the Group’s progress in
procuring sustainably
• Development of approaches to help our supply chain
become more sustainable, including the substitution
of hazardous substances with less harmful finishes
Employees
Our people are critical to our long-term
•
Following on from the all-employee engagement
• Health and safety
• Company strategy and financial performance
•
Sustainability
• Cost-of-living pressures
•
Executive remuneration
success, continued access to capital is vital.
engagement with institutional shareholders
As a company with shares on the Main
Market of the London Stock Exchange's
premium list, we must provide fair, balanced
and understandable information about the
business to enable informed investment
decisions to be made.
•
Investor roadshows, site visits, capital markets
events, face-to-face meetings and conference calls
addressing investor and analyst enquiries
• Annual Report and Accounts
• Annual General Meeting
• Regulatory announcements
• Corporate website, including dedicated
investor section
Suppliers
The Group’s suppliers are integral to the
• Meetings with key suppliers
quality of our products and the reliability of
their delivery. Engaging with our supply chain
ensures the security of supply and speed
to market. We seek to curate high-quality
•
•
suppliers that help us deliver market-leading
products that meet our customer expectations
and requirements and are consistent with
Supplier audits and inspections
Through our Tyman Sourcing Asia organisation
based in China
•
Engagement on our Code of Business Ethics
and topics such as anti-bribery and corruption,
anti-modern slavery and fair competition
our ethical, sustainable and responsible
•
The Group held a major supplier event in China
procurement standards and policies.
in June 2023, which was attended by Tyman’s
strategy and sustainable success. We recognise
survey conducted in 2022, pulse surveys were held
that an engaged workforce is also a productive
in 2023
one. Across our global network, we seek
to foster diverse and inclusive workplaces
where every employee feels psychologically
safe to achieve their full potential and job
satisfaction. We also recognise the importance
of developing and maintaining an employer
brand that helps to ensure that we can retain
and develop the best talent.
three divisional Presidents and key supply chain
personnel as well as 19 key suppliers representing
around 80% of the Group’s spend in Asia. A focus
of the event was how to make Tyman’s supply
chain more sustainable and resilient (see page 25)
•
Skip-level meetings held by the CEO, Chair
of Remuneration Committee, the Workforce
Engagement Director, Group Health Safety and
Sustainability Director, and divisional management
•
Training and development (e.g. Safety Leadership
Programme; One Tyman; and Leading with
Integrity)
•
Tyman Group leadership conference and virtual
conferences with the Group’s leaders
• All-employee communications from the Chief
Executive Officer
•
Speak Up hotline
• Development of, and initial roll-out of, a
Group intranet
• Refinement of investor communications based on feedback
to best address the key topics, including updates to the
Introduction to Tyman investor presentation on the website
•
•
•
•
The hosting of a capital markets event for analysts and investors
in October 2023 on the US residential housing market to help
investors improve their understanding of this important market
and Tyman’s position and growth strategy within it (see page 17)
The Chair of the Board and Senior Independent Director offered
and held multiple one-to-one calls with major shareholders
during the year to discuss the changes in the CEO position
Sustainability metrics feature as measures in the Group’s
LTIP and Tyman participated in an ESG-themed investor
conference to explain more fully key aspects of the Group’s
sustainability roadmap
The Chair of the Remuneration Committee wrote to major
shareholders in December 2023 to consult with them on
the proposed changes to the remuneration policy that will
be put forward for shareholder approval at the 2024 Annual
General Meeting
• Better communication and engagement between key suppliers
and Tyman’s senior leaders
•
•
•
•
The Group Health, Safety and Sustainability Director visited
several major Chinese suppliers and explored how Tyman can
foster an improved safety culture across our supply chain
Support gained for the investment in automation of supplier
due diligence
Feedback from the pulse surveys have been reported to the
Board and follow up actions are being undertaken
Feedback from the employee representatives on executive
remuneration was discussed with the Remuneration Committee
and considered in the latest policy update
• Continued support of the Real Living Wage in the UK, with
Tyman retaining its Living Wage Employer accreditation with the
Living Wage Foundation
•
Improved employee communications
1 0 1
STRATEGIC REPORT Section 172 statement
WHO?
WHY?
HOW?
Stakeholder group
Why it is important to engage
How management and/or Directors engaged
Customers and
end users
We want to continually deliver the best relevant
products to our customers on time, every time.
Engaging with our customers enables us to
better evaluate our past performances and to
understand their current and future needs.
Engagement also highlights opportunities for
innovation and improvement to our products
and processes.
• Meetings with major customers, including
face-to-face sustainability and lean workshops
with several of the Group’s largest US customers
• Participation in industry forums and events
• Reports on new product development
• CEO and division leadership reports on material
customer updates
WHAT?
What were the key topics of engagement
and what feedback and input did the Board/
management obtain?
OUTCOMES AND ACTIONS
What was the impact of the engagement, including
any actions taken?
•
Innovation and new product development, including
•
Investment in innovation and product development, including
sustainable product lines and packaging
sustainable solutions (see pages 55 for an example)
• Price changes to adjust for cost inflation
•
Increased levels of customer communication and interaction
on inflation/pricing as well as sustainability, lean/continuous
• Product availability and ability to meet required
improvement and innovation
and deflation
service levels
•
Improved cross-divisional collaboration to enable further
sustainable solutions for customers
Society
We conduct and build our business responsibly
and sustainably, which enables us to respond
to stakeholder expectations and manage a
range of emerging risks. We continually seek
to contribute positively to the communities and
environments in which we work.
•
In October a cross-divisional leadership innovation
workshop was held to initiate a groupwide
approach to innovation ideation at Tyman
• Membership of trade associations and
industry bodies
• Meetings with major organisations and employers
northern Italy and the ongoing war in Ukraine
•
In June Tyman donated €25,000 to support the flood-affected
in the local community
• Reports from the Group Health, Safety and
Sustainability Director
• During 2023, 73 local fund-raising activities
were undertaken
• Climate change
• Humanitarian crises, such as the severe flooding in
•
Engaging with the SBTi to gain their validation of Tyman’s
near-term carbon emissions targets, which was received in June
•
Support for local issues and charities
• Apprenticeships are offered in certain locations
areas of northern Italy, and gave considerable time and effort to
support the flood relief initiatives (see pages 56 and 57)
• Apprenticeship schemes, such as the one implemented in the
UK to employ a health and safety apprentice and a sustainability
apprentice (see page 51)
1 0 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 WHO?
WHY?
HOW?
Stakeholder group
Why it is important to engage
How management and/or Directors engaged
Customers and
We want to continually deliver the best relevant
• Meetings with major customers, including
end users
products to our customers on time, every time.
face-to-face sustainability and lean workshops
Engaging with our customers enables us to
with several of the Group’s largest US customers
better evaluate our past performances and to
understand their current and future needs.
Engagement also highlights opportunities for
innovation and improvement to our products
and processes.
• Participation in industry forums and events
• Reports on new product development
• CEO and division leadership reports on material
customer updates
•
In October a cross-divisional leadership innovation
workshop was held to initiate a groupwide
approach to innovation ideation at Tyman
WHAT?
What were the key topics of engagement
and what feedback and input did the Board/
management obtain?
•
Innovation and new product development, including
sustainable product lines and packaging
• Price changes to adjust for cost inflation
and deflation
• Product availability and ability to meet required
service levels
Society
We conduct and build our business responsibly
• Membership of trade associations and
• Climate change
and sustainably, which enables us to respond
industry bodies
to stakeholder expectations and manage a
range of emerging risks. We continually seek
to contribute positively to the communities and
environments in which we work.
• Meetings with major organisations and employers
in the local community
• Reports from the Group Health, Safety and
Sustainability Director
• During 2023, 73 local fund-raising activities
were undertaken
• Humanitarian crises, such as the severe flooding in
northern Italy and the ongoing war in Ukraine
•
Support for local issues and charities
• Apprenticeships are offered in certain locations
OUTCOMES AND ACTIONS
What was the impact of the engagement, including
any actions taken?
•
•
•
•
•
Investment in innovation and product development, including
sustainable solutions (see pages 55 for an example)
Increased levels of customer communication and interaction
on inflation/pricing as well as sustainability, lean/continuous
improvement and innovation
Improved cross-divisional collaboration to enable further
sustainable solutions for customers
Engaging with the SBTi to gain their validation of Tyman’s
near-term carbon emissions targets, which was received in June
In June Tyman donated €25,000 to support the flood-affected
areas of northern Italy, and gave considerable time and effort to
support the flood relief initiatives (see pages 56 and 57)
• Apprenticeship schemes, such as the one implemented in the
UK to employ a health and safety apprentice and a sustainability
apprentice (see page 51)
Peter Ho
General Counsel & Company Secretary
6 March 2024
1 0 3
STRATEGIC REPORT 1 0 4
Governance
report
Board of Directors
Chairman’s introduction
Statement of governance
Nominations Committee report
Audit and Risk Committee report
Remuneration report
Directors' report
106
110
111
121
125
132
159
1 0 5
GOVERNANCE REPORT Board of Directors
Nicky Hartery
Non-executive Chair
N
R
Appointment to the Board
Nicky Hartery was appointed to the Board as a Non-executive
Director on 1 October 2020 and as Chair of the Board and
Chair of the Nominations Committee on 1 December 2020.
Skills and qualifications
Nicky is a Chartered Engineer with an electrical engineering
degree from University College Cork and an MBA from the
University of Galway. He has extensive operational and
general management experience gained in international
manufacturing companies, which he later leveraged to set
up the Lean Six Sigma business transformation consultancy,
Prodigium. He has strong experience of North American
markets, both as an Executive and Non-executive Director.
Relevant past experience
From 2012 to 2019, Nicky was the Chair of CRH plc, the
global building materials FTSE 100 company, and has also
been a Non-executive Director of Eircom Ltd. Nicky spent his
executive career at General Electric, Verbatim/Eastman Kodak
and Dell Inc, including being based in the US for 10 years.
External appointments
Nicky is Chair of the Musgrave Group, a Non-executive
Director of Finning International Inc and Chair of Horse
Racing Ireland.
1 0 6
Rutger Helbing
Chief Executive Officer
Jason Ashton
Chief Financial Officer
Dr Margaret Amos
Non-executive Director
A
N
R
Appointment to the Board
Rutger Helbing joined Tyman on 2 January 2024 as Chief
Executive Officer.
Skills and qualifications
Rutger holds a MA in Economics & Business from Erasmus
University, the Netherlands.
Relevant past experience
Rutger was formerly Chief Executive of Devro plc between
January 2018 and April 2023, having originally joined as
Group Finance Director in 2016. He spent his earlier career
in commercial divisional finance roles in blue chip global
manufacturing businesses including at Unilever, ICI and
AkzoNobel. As a Dutch national, Rutger has lived and worked
in the UK for almost 20 years.
External appointments
None.
Appointment to the Board
Appointment to the Board
Jason Ashton joined Tyman on 29 April 2019 and has
Margaret Amos was appointed to the Board as a Non-
served as Chief Financial Officer since 9 May 2019. Between
executive Director on 19 June 2023 and as Chair of the Audit
6 April 2023 and 2 January 2024, he acted as Interim Chief
and Risk Committee from 21 July 2023.
Executive Officer.
Skills and qualifications
Skills and qualifications
Margaret is a Fellow of the Chartered Institute of
Jason is a Chartered Accountant and has a degree in
Management Accountants and the Chartered Institute
Economics from the University of Manchester. His career
of Procurement and Supply. She holds a Doctorate in
in international manufacturing-based businesses includes
Professional Practice from the University of Derby and a
significant experience of commercial finance, M&A, investor
Masters in Global Supply Chain Management (with distinction)
relations and tax and treasury functions.
from the University of Nottingham.
Relevant past experience
Relevant past experience
Jason was formerly Interim Group Chief Financial Officer of
Margaret was formerly Chair of the Audit Committee of
Nomad Foods Limited, the UK-headquartered, NYSE-listed
Trinity House (a subsidiary of the Department for Transport).
frozen foods group. Prior to this, he was Group Finance
Margaret has also chaired the Audit Committees of Velocity
Director for the Iglo Group, leading the business through
Composites plc, the Southern Derbyshire and Erewash NHS
its €2.6 billion acquisition by Nomad Foods and subsequent
Clinical Commissioning Group, and Derbyshire Health United.
€0.7 billion acquisition of the Findus Group. Jason has also
She has also served NMCN plc as a Non-executive Director
held senior finance and commercial positions with Mondalez
and Chair of its Remuneration Committee.
(Kraft), Plum Baby and Cadbury plc, based variously in the UK,
Belgium, Poland, Russia and Turkey. His early career included
roles with Diageo plc, Tetley Group and KPMG.
External appointments
None.
Her career began at Rolls-Royce plc in 1990, where she gained
extensive financial and commercial experience as Senior
Finance Business Partner, Aerospace (from 2013 to 2015) and
Finance Director, Corporate, IT and Engineering (from 2015
to 2017).
External appointments
Margaret is a Non-executive Director of Hunting plc and
Volution Group plc, where she is a member of the Audit,
Remuneration and Nomination Committees. Margaret is
Chair of the Audit and ESG Committees of Pod Point Group
Holdings plc. She is also Chair of the Audit Committee of the
nonprofit Trust Alliance Group.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Committee membership key:
A Audit and Risk Committee
N Nominations Committee
R Remuneration Committee
Committee Chair
Nicky Hartery
Non-executive Chair
N
R
Rutger Helbing
Chief Executive Officer
Jason Ashton
Chief Financial Officer
Appointment to the Board
Appointment to the Board
Nicky Hartery was appointed to the Board as a Non-executive
Rutger Helbing joined Tyman on 2 January 2024 as Chief
Director on 1 October 2020 and as Chair of the Board and
Executive Officer.
Chair of the Nominations Committee on 1 December 2020.
Skills and qualifications
Skills and qualifications
Rutger holds a MA in Economics & Business from Erasmus
Nicky is a Chartered Engineer with an electrical engineering
University, the Netherlands.
degree from University College Cork and an MBA from the
University of Galway. He has extensive operational and
general management experience gained in international
manufacturing companies, which he later leveraged to set
up the Lean Six Sigma business transformation consultancy,
Prodigium. He has strong experience of North American
markets, both as an Executive and Non-executive Director.
Relevant past experience
Rutger was formerly Chief Executive of Devro plc between
January 2018 and April 2023, having originally joined as
Group Finance Director in 2016. He spent his earlier career
in commercial divisional finance roles in blue chip global
manufacturing businesses including at Unilever, ICI and
AkzoNobel. As a Dutch national, Rutger has lived and worked
Relevant past experience
in the UK for almost 20 years.
From 2012 to 2019, Nicky was the Chair of CRH plc, the
global building materials FTSE 100 company, and has also
been a Non-executive Director of Eircom Ltd. Nicky spent his
executive career at General Electric, Verbatim/Eastman Kodak
and Dell Inc, including being based in the US for 10 years.
External appointments
Nicky is Chair of the Musgrave Group, a Non-executive
Director of Finning International Inc and Chair of Horse
Racing Ireland.
External appointments
None.
Appointment to the Board
Jason Ashton joined Tyman on 29 April 2019 and has
served as Chief Financial Officer since 9 May 2019. Between
6 April 2023 and 2 January 2024, he acted as Interim Chief
Executive Officer.
Skills and qualifications
Jason is a Chartered Accountant and has a degree in
Economics from the University of Manchester. His career
in international manufacturing-based businesses includes
significant experience of commercial finance, M&A, investor
relations and tax and treasury functions.
Relevant past experience
Jason was formerly Interim Group Chief Financial Officer of
Nomad Foods Limited, the UK-headquartered, NYSE-listed
frozen foods group. Prior to this, he was Group Finance
Director for the Iglo Group, leading the business through
its €2.6 billion acquisition by Nomad Foods and subsequent
€0.7 billion acquisition of the Findus Group. Jason has also
held senior finance and commercial positions with Mondalez
(Kraft), Plum Baby and Cadbury plc, based variously in the UK,
Belgium, Poland, Russia and Turkey. His early career included
roles with Diageo plc, Tetley Group and KPMG.
External appointments
None.
Dr Margaret Amos
Non-executive Director
A
N
R
Appointment to the Board
Margaret Amos was appointed to the Board as a Non-
executive Director on 19 June 2023 and as Chair of the Audit
and Risk Committee from 21 July 2023.
Skills and qualifications
Margaret is a Fellow of the Chartered Institute of
Management Accountants and the Chartered Institute
of Procurement and Supply. She holds a Doctorate in
Professional Practice from the University of Derby and a
Masters in Global Supply Chain Management (with distinction)
from the University of Nottingham.
Relevant past experience
Margaret was formerly Chair of the Audit Committee of
Trinity House (a subsidiary of the Department for Transport).
Margaret has also chaired the Audit Committees of Velocity
Composites plc, the Southern Derbyshire and Erewash NHS
Clinical Commissioning Group, and Derbyshire Health United.
She has also served NMCN plc as a Non-executive Director
and Chair of its Remuneration Committee.
Her career began at Rolls-Royce plc in 1990, where she gained
extensive financial and commercial experience as Senior
Finance Business Partner, Aerospace (from 2013 to 2015) and
Finance Director, Corporate, IT and Engineering (from 2015
to 2017).
External appointments
Margaret is a Non-executive Director of Hunting plc and
Volution Group plc, where she is a member of the Audit,
Remuneration and Nomination Committees. Margaret is
Chair of the Audit and ESG Committees of Pod Point Group
Holdings plc. She is also Chair of the Audit Committee of the
nonprofit Trust Alliance Group.
1 0 7
GOVERNANCE REPORT
Board of Directors
Pamela Bingham
Non-executive Director
David Randich
Non-executive Director
A
N
R
A
N
R
Appointment to the Board
Pamela Bingham was appointed to the Board in January 2018
as a Non-executive Director. She is the Non-executive Director
responsible for employee engagement across the Group.
Skills and qualifications
Pamela has a law degree from the University of Edinburgh
and holds an MBA from Warwick Business School. She
practised as a solicitor before moving into general
management. Pamela has a proven track record as a
commercial leader, focusing on strategic direction and
leading cross-cultural teams to deliver growth and business
expansion. She has worked in the building products,
engineering, mining, renewable energy, and oil and
gas sectors.
Relevant past experience
Pamela was formerly Chief Executive Officer of Glen Dimplex’s
Heating and Ventilation Division. She was also Managing
Director, Infrastructure Products Group, Europe & Australia,
at CRH and, before this, Managing Director of Weir Minerals
Europe. She previously held senior management roles
with Rotork plc, David Brown Group Ltd and CSE-Servelec
Ltd. Her early career was spent as in-house counsel for
English Welsh and Scottish Railway Ltd and for the Yorkshire
Building Society.
External appointments
Pamela is Chief Executive Officer of ERIKS UK & Ireland, a
specialised industrial services provider.
Appointment to the Board
David Randich was appointed to the Board as a Non-
executive Director on 15 December 2021 and is a
member of the Nominations, Audit and Risk, and the
Remuneration Committees.
Skills and qualifications
Dave has extensive experience of the North American building
products market.
He holds a BS in Industrial Management from Purdue
University and an MBA from Mercer University.
Relevant past experience
At Fortune Brands, Dave was President of the Masterbrand
Cabinets business for seven years and President of the
Therma-Tru Doors business for five years. Prior to Fortune
Brands, Dave held an international career with Armstrong
World Industries, with roles in China, the UK, Germany and
the US. Dave was also a Non-executive Director of Springs
Window Fashions.
External appointments
Dave lectures at Purdue University’s Daniels School
of Management.
Paul Withers
Non-executive Director
A
N
R
Leavers during 2023
Jo Hallas stepped down as Chief Executive Officer on 6 April
2023, having served in that role since April 2019.
Appointment to the Board
Helen Clatworthy retired as Non-executive Director and Chair
Paul Withers was appointed to the Board as a Non-executive
of the Audit and Risk Committee on 21 July 2023, having been
Director in February 2020 and as Chair of the Remuneration
appointed since January 2017 and May 2017 respectively.
Committee and Senior Independent Director from April 2020.
Skills and qualifications
Paul qualified as a Mechanical Engineer, is a Sloan Fellow of
the London Business School, and holds an MA in Mathematics
from Cambridge University and a DPhil in Mathematics
from Oxford University. He has extensive experience in
international manufacturing businesses and, in particular,
strong knowledge of US markets, both as an Executive and
Non-executive Director.
Relevant past experience
Paul’s executive career was spent at BPB plc, the international
building materials business, where he was Group
Managing Director.
Paul is a former Non-executive Director of Premier Farnell
plc, Hyder Consulting plc, Devro plc and Keller Group plc. He
held the roles of Senior Independent Director and Chair of the
Remuneration Committee in each of these.
External appointments
None.
1 0 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Committee membership key:
A Audit and Risk Committee
N Nominations Committee
R Remuneration Committee
Committee Chair
Leavers during 2023
Jo Hallas stepped down as Chief Executive Officer on 6 April
2023, having served in that role since April 2019.
Helen Clatworthy retired as Non-executive Director and Chair
of the Audit and Risk Committee on 21 July 2023, having been
appointed since January 2017 and May 2017 respectively.
Pamela Bingham
Non-executive Director
David Randich
Non-executive Director
A
N
R
A
N
R
Appointment to the Board
Appointment to the Board
Pamela Bingham was appointed to the Board in January 2018
David Randich was appointed to the Board as a Non-
as a Non-executive Director. She is the Non-executive Director
executive Director on 15 December 2021 and is a
responsible for employee engagement across the Group.
member of the Nominations, Audit and Risk, and the
Skills and qualifications
Remuneration Committees.
Pamela has a law degree from the University of Edinburgh
Skills and qualifications
and holds an MBA from Warwick Business School. She
Dave has extensive experience of the North American building
practised as a solicitor before moving into general
products market.
management. Pamela has a proven track record as a
commercial leader, focusing on strategic direction and
leading cross-cultural teams to deliver growth and business
He holds a BS in Industrial Management from Purdue
University and an MBA from Mercer University.
expansion. She has worked in the building products,
Relevant past experience
engineering, mining, renewable energy, and oil and
At Fortune Brands, Dave was President of the Masterbrand
gas sectors.
Relevant past experience
Pamela was formerly Chief Executive Officer of Glen Dimplex’s
Heating and Ventilation Division. She was also Managing
Director, Infrastructure Products Group, Europe & Australia,
at CRH and, before this, Managing Director of Weir Minerals
Cabinets business for seven years and President of the
Therma-Tru Doors business for five years. Prior to Fortune
Brands, Dave held an international career with Armstrong
World Industries, with roles in China, the UK, Germany and
the US. Dave was also a Non-executive Director of Springs
Window Fashions.
Europe. She previously held senior management roles
External appointments
with Rotork plc, David Brown Group Ltd and CSE-Servelec
Dave lectures at Purdue University’s Daniels School
Ltd. Her early career was spent as in-house counsel for
of Management.
English Welsh and Scottish Railway Ltd and for the Yorkshire
Building Society.
External appointments
Pamela is Chief Executive Officer of ERIKS UK & Ireland, a
specialised industrial services provider.
Paul Withers
Non-executive Director
A
N
R
Appointment to the Board
Paul Withers was appointed to the Board as a Non-executive
Director in February 2020 and as Chair of the Remuneration
Committee and Senior Independent Director from April 2020.
Skills and qualifications
Paul qualified as a Mechanical Engineer, is a Sloan Fellow of
the London Business School, and holds an MA in Mathematics
from Cambridge University and a DPhil in Mathematics
from Oxford University. He has extensive experience in
international manufacturing businesses and, in particular,
strong knowledge of US markets, both as an Executive and
Non-executive Director.
Relevant past experience
Paul’s executive career was spent at BPB plc, the international
building materials business, where he was Group
Managing Director.
Paul is a former Non-executive Director of Premier Farnell
plc, Hyder Consulting plc, Devro plc and Keller Group plc. He
held the roles of Senior Independent Director and Chair of the
Remuneration Committee in each of these.
External appointments
None.
1 0 9
GOVERNANCE REPORT
Chairman’s introduction
The Board made good progress against
all of its priorities for 2023, encompassing
governance and strategic topics.”
Nicky Hartery
Chair of the Board
Dear shareholder
On behalf of the Board, I am delighted to present
the Governance report for the financial year ended
31 December 2023. This report offers insight into our
governance framework and highlights the main actions
taken by the Board throughout a year marked by geopolitical
instability, inflation, steep rises in interest rates and increasing
regulatory complexity, among other challenges.
The Board’s focus in 2023
On pages 116 and 117 (Work of the Board in 2023), we have
set out the range of matters that the Board considered in the
year. These included the recruitment of a new Chief Executive
Officer, various operational topics, such as the acquisition of
Lawrence and the exit from the Chinese commercial market,
as well as topics related to the Group’s long-term strategy,
such as progressing the sustainability roadmap, upgrading
the Group’s IT systems and oversight of the Group’s footprint
optimisation projects.
Sustainability
Sustainability is core to Tyman’s overall strategy, and the
Board maintains oversight of the implementation of the
Group’s sustainability initiatives. Sustainability and climate
change remained standing items on the Board’s agenda in
2023. Accordingly, the Board considered and approved the
Group’s CFD disclosures and oversaw the progress of its
sustainability roadmap. For further information about the
sustainability topics considered by the Board, please refer to
page 60.
Furthermore, through the Remuneration Committee Tyman
continues to embed ESG targets as an LTIP metric, and such
targets constitute 15% of the Executive Directors’ LTIP awards.
For further information, please refer to pages 138 and 148.
The Board is pleased to note that Tyman’s ongoing efforts
were recognised in 2023 by FTSE Russell when it included
Tyman in the FTSE4Good Index for the first time, and by the
Science Based Targets initiative when it validated the Group’s
ambitious near-term carbon reduction targets.
Progress in 2023
The following priorities were set for the Board for 2023:
•
•
•
Ensure that Tyman has the appropriate capabilities to
achieve its strategic objectives.
Support M&A activity aligned to Tyman’s strategy and purpose.
Further embed sustainability into the business and the
monitoring of progress against targets.
I am pleased to report that we have made good progress
against all of these priorities as we have:
• developed the Board’s skills matrix to help monitor
Board composition and aid succession planning, and also
conducted an organisational capability review through the
Nominations Committee;
•
•
•
conducted a rigorous and extensive process to appoint a
new Chief Executive Officer;
exercised oversight of the Group’s strategic acquisition of
Lawrence; and
received reports on the Group’s progress on its sustainability
roadmap as a standing item at each Board meeting.
Engagement with stakeholders
In 2023, we engaged extensively with a broad range of our
stakeholders. Details of such engagement can be found in our
section 172 statement on pages 98 to 103.
Whilst we were able to engage with many of our equity and
debt investors through meetings with members of the Board
and senior management, there were fewer such opportunities
to do so with our retail investors. Therefore, in keeping
with recognised best practice developed in recent years,
we organised a “hybrid” AGM in 2023. Under this format, all
shareholders were able to participate in person or online via an
audio webcast to hear from the Directors, ask questions of the
Board and vote on our resolutions; we intend to do the same
this year to enable our shareholders to interact with the Board,
even if they are unable to be in the UK. Information on how to
participate digitally, both in advance and on the day, will be set
out in the Notice of the Company’s AGM.
1 1 0
Thank you for your support.
Nicky Hartery
Non-executive Chair
6 March 2024
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Statement of governance
Governance framework
The Board
Key responsibilities
The Board’s role is to promote the Group’s long-term sustainable success for the benefit of all the Company’s stakeholders,
generating value for the Company’s shareholders and contributing to wider society. The Board sets the Group’s long-term
business strategy and establishes its purpose and values, which underpin its culture.
Audit and Risk
Committee
Key responsibilities
Monitors the integrity of the
Group’s external reporting and
provides oversight and governance
of its internal controls, risk
management and relationship with
the external auditors.
Remuneration
Committee
Key responsibilities
Responsible for setting the
remuneration policy and individual
compensation for the Board
Chair, Executive Directors and
senior management to ensure it
aligns with the Group’s purpose
and values and supports the
achievement of the Group’s long-
term interests.
Nominations
Committee
Key responsibilities
Responsible for appointments to
the Board, succession planning
and the review of the Board’s
structure, size and composition
to ensure that it has a balance of
skills, knowledge, experience and
diversity.
Executive Committee
Key responsibilities
The Board delegates day-to-day responsibility for managing the business to the Executive Committee. The Executive
Committee comprises the Chief Executive Officer, the Chief Financial Officer and the three divisional Presidents. It drives
the Group’s strategic priorities in each division, leads group-wide initiatives and reinforces the Group’s operational and
governance structures. The Executive Committee meets at least monthly and its members regularly present to the Board.
UK Corporate Governance Code: compliance
As a company that is premium-listed on the London Stock Exchange, Tyman is required to explain how it has applied the
main principles of the Code, which is available at www.frc.org.uk, and complied with the Code’s provisions throughout the
financial year.
For the year ended 31 December 2023, and up to the date of this report, the Board is pleased to report in summary below that
the Company has applied the principles of the Code and complied with the provisions set out in the Code.
1 1 1
GOVERNANCE REPORT Statement of governance
Principle
Section
Page
1. Board leadership and Company purpose
a. The Company is led by an effective and entrepreneurial Board
• Nominations
121 to 124
that promotes the long-term sustainable success of the Company,
generating value for shareholders and contributing to wider society.
Committee report
b. The Company’s purpose, values and strategy align with its culture.
All Directors act with integrity, lead by example and promote the
desired culture.
c. The Board seeks to ensure that necessary resources are in place
for the Company to meet its objectives and measure performance
against them. A framework of prudent and effective controls is being
established to enable risk to be assessed and managed.
•
Strategy
• How governance
supports strategy
• Principal risks and
uncertainties
20 to 29
119
84 to 93
d. The Board engages with shareholders and other stakeholders to
•
Section 172 statement
98 to 103
encourage their participation in the Group’s success.
e. The Board oversees workforce policies and practices to ensure that they
are consistent with the Company’s values and support its long-term
sustainable success. The workforce can raise any matters of concern
through various channels.
• Workforce engagement
•
Speak Up
2. Division of responsibilities
f. The Chair is objective and leads an effective Board with constructive
relationships.
g. The Board comprises an appropriate combination of Non-executive and
Executive Directors, with a clear division of responsibilities.
• Our governance
framework
• Board composition and
Non-executive Director
independence
h. Non-executive Directors commit appropriate time in line with
• Directors
their roles.
• Board and Committee
attendance
• Board effectiveness
evaluation
52
50
111
114
119
116
118 to 119
i. The General Counsel & Company Secretary and the appropriate
policies, processes, information, time and resources support the Board.
• How governance
supports strategy
114
1 1 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Principle
Section
Page
3. Composition, succession and evaluation
j. There is a transparent procedure for Board appointments and a
succession plan that recognises merit and promotes diversity.
• New Director
appointment process
k. There is a combination of skills, experience and knowledge across the
Board and its committees.
• Board composition and
Non-executive Director
independence
122
114
l. The Board’s annual evaluation considers its overall composition,
• Directors
118 to 119
diversity and effectiveness.
4. Audit, risk and internal control
• Board effectiveness
evaluation
m. Tyman’s policies and procedures safeguard the independence and
•
effectiveness of internal and external audit functions. The Board has
satisfied itself of the integrity of financial and narrative statements.
Internal audit
and internal audit
effectiveness
n. A fair, balanced and understandable assessment of the Group’s position
and prospects was presented.
•
External audit
• Review of the 2023
Annual Report and
Accounts
129
126
o. Procedures manage and oversee risk, the internal control framework
and the extent of principal risks that the Group is willing to take to
achieve its long-term objectives.
•
Internal control
128 to 129
• Risk appetite
5. Remuneration
p. Remuneration policies and practices support the Group’s strategy and
promote its long-term sustainable success. Executive remuneration is
aligned to the Group’s purpose, values and strategic delivery.
•
The Directors’
remuneration policy
135 to 141
q. A transparent and formal procedure is used to develop policy and agree
•
executive and senior management remuneration.
The Directors’
remuneration policy
r. The Directors exercise their independent judgement and discretion
over remuneration outcomes, taking account of the relevant
wider context.
• Remuneration
Committee
priorities 2023
135 to 141
132 to 134
1 1 3
GOVERNANCE REPORT Statement of governance
Role of the Board
The Board is responsible for promoting the Group’s long-term
success for the benefit of all its stakeholders, generating
value for shareholders and contributing to the wider society.
To achieve its strategic objectives, it focuses on the Group’s
overall leadership, strategy, culture, development and
controls that safeguard the Group’s assets and enable risks to
be properly assessed and managed.
The areas specifically considered by the Board include:
overseeing the Group’s values and standards; approval
of the Group’s strategic plan; ensuring maintenance of a
sound system of internal control and risk management,
including approval of the Group’s risk appetite statements;
responsibility for the review of the Group’s corporate
governance arrangements; and ensuring the Group has the
necessary resources, processes and controls to deliver the
Group’s long-term strategy.
Matters not specifically reserved for the Board, including the
day-to-day management of the Group, are delegated to the
Executive Directors in accordance with the Group’s delegation
of authorities.
The Board assesses and monitors the Group’s culture,
ensuring that policy, practices and behaviours of the business
align with Tyman’s purpose, values and strategy. The Board
receives regular reports from the Chief Executive Officer
and the General Counsel & Company Secretary on cultural
topics such as the development and implementation of
Tyman’s Business Ethics & Compliance Programme. For more
information please refer to page 50.
Stakeholder engagement
The Board is responsible for engaging with and
understanding the views of the Group’s key stakeholders.
This includes the need to foster the Group’s business
relationships with its employees, customers, investors and
societies in the countries that the Group operates. The Board
keeps engagement mechanisms under review so that they
remain effective.
The Directors take their duties under section 172 of the
Companies Act 2006 very seriously and consider that they
have acted in the way they consider, in good faith, would
promote the success of the Company for the benefit of its
members as a whole, having regard to the stakeholders and
matters set out in section 172 (1) (a–f) in the decisions taken
during the year ended 31 December 2023. The full statement,
together with how Tyman engages with key stakeholders can
be found on pages 98 to 103.
Governance framework
A schedule of Board meeting dates is set a year in advance,
to ensure the Board meets at regular intervals throughout
the year, at times that align with the operations of the
different business divisions and the financial and reporting
requirements of the Group as a whole.
To ensure relevant topics are given appropriate consideration,
the Board has delegated certain roles to three principal
Committees: Audit & Risk, Remuneration and Nominations.
Membership of these Committees is made up of the Non-
executive Directors. The Board Chair is also a member of the
Nominations and Remuneration Committees.
The work of these Committees in 2023 is explained in more
detail on pages 121 to 134, and page 143. Each of the
Committees’ terms of reference may be found on the Group’s
website.
All Directors have access to the services of the General
Counsel & Company Secretary, who is responsible for
ensuring the Group’s governance framework is observed and
the Board and Committees receive the necessary support in
fulfilling their responsibilities.
If thought appropriate, Directors may obtain independent
professional advice in respect of their responsibilities, at the
Company’s expense. No such advice was sought in the year.
Board composition
The names and biographical details of all the current
Directors, as at the date of this report, are set out on pages
106 to 109 and at the Group’s website.
The following Directors served during the year ended
31 December 2023:
Board
member
Nicky Hartery
Jo Hallas
Jason Ashton
Paul Withers
Pamela Bingham
Helen Clatworthy
Margaret Amos
Dave Randich
Appointed to the
Board
October 2020
April 2019
May 2019
February 2020
January 2018
January 2017
June 2023
December 2021
Independence of Non-executive Directors
Through the work of the Nominations Committee, the Board
ensures that its members have an appropriate mix of skills,
diversity of backgrounds, experiences and relevant industry
experiences such that they can challenge and support the
work of Executive Directors. Each Non-executive Director has
sufficient knowledge of the Company, which has enabled
them to discharge their duties and responsibilities during
the year.
As part of the internally facilitated Board and Committees’
effectiveness evaluation in 2023, the Board reviewed the
independence of the Directors. Having reviewed the other
positions held by the Non-executive Directors and the
possibility of any potential conflicts of interest, the Board
continues to consider that each of the Non-executive Directors
is independent, as defined against the independence criteria
as set out in the Code, believing each to be independent of
character and judgement.
1 1 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Director induction
Upon appointment, all new Directors receive a comprehensive and tailored induction programme, providing them with the
opportunity to learn about the operations, making specific site visits and meet with divisional and local management. Recent
director inductions were successfully facilitated using a combination of in-person and remote meetings, briefing notes and both
in-person and video tours of facilities. Details of the induction of the Board’s newest Non-executive Director, Dr Margaret Amos,
can be found on page 123.
Key responsibilities
Roles on the Board
Responsibilities
Chair
Responsible for the leadership and effective running of the Board and its decision-
making processes
Sponsors and promotes the highest standards of corporate governance
Sets the Board agenda in consultation with the Chief Executive Officer and the
General Counsel & Company Secretary, ensuring that they are aligned to the Group’s
strategic objectives
Sets the style and tone of Board discussions, facilitating contribution from all Directors
Leads the Board in determining the strategy and the overall objectives of the Group,
including its approach to environmental, social and governance matters, while ensuring
that the Board determines the nature and extent of the principal risks associated with
implementing its strategy
Leads the effectiveness evaluation of the Board and ensures its effectiveness in all
aspects of its role
Ensures effective communication with the Company’s shareholders and other
stakeholders
Chief Executive
Officer
Responsible for the day-to-day management of the Group
Promotes the Group’s culture and values
Leads the Executive team and develops and implements the Group’s strategic objectives,
with assistance from the Executive Committee
Responsible for sustainability
Responsible for providing the Board with details of feedback received from institutional
shareholders and any key issues raised
Brings matters of particular significance or risk to the Chair for discussion and
consideration by the Board where appropriate
Chief Financial
Officer
Responsible for the financial reporting, IT and management of the Group, in addition to
the finance, audit, tax and treasury functions
Responsible for the day-to-day management of all investor relations matters and for
contact with shareholders, as well as with financial analysts
Senior Independent
Director
Is available for shareholders to voice any concerns which may not be appropriate for
discussion through the normal channels of Chair, CEO or CFO
Provides a sounding board for the Chair and supports him in his leadership of the Board
Leads the Chair’s performance appraisal by the other Non-executive Directors and serves
as an intermediary for the other Directors with the Chair as necessary
Non-executive
Directors
Bring complementary skills and experience to the Board
Constructively challenge the Executive Directors on matters affecting the Group
1 1 5
GOVERNANCE REPORT Statement of governance
Board and Committee attendance
The following table shows the attendance record of the Directors at the scheduled Board and relevant Committee meetings held
during the year.
Board member
Nicky Hartery
Jo Hallas1
Jason Ashton
Paul Withers
Pamela Bingham
Helen Clatworthy2
Margaret Amos3
Dave Randich
Board
13/13
2/2
13/13
13/13
12/13
6/6
9/9
13/13
Audit
Remuneration
Nominations
AGM
–
–
–
4/4
4/4
3/3
2/2
4/4
6/6
–
–
6/6
6/6
4/4
3/3
6/6
6/6
–
–
6/6
6/6
2/2
4/4
6/6
1/1
–
1/1
1/1
1/1
1/1
–
1/1
1
Jo Hallas was a Director until 6 April 2023.
2 Helen Clatworthy was a Director until 21 July 2023.
3 Margaret Amos was appointed as a Director on 19 June 2023.
Attendance at Board meetings
Thirteen scheduled Board meetings were held during the year. The Board also met on an ad hoc basis on other occasions
to consider the Group’s responses to certain corporate matters. Where expedient, the Board also delegated a number of
administrative and completion matters to a duly appointed sub-committee of the Board.
Work of the Board during 2023
The Board’s principal matters during 2023 are summarised below:
Principal matter
Health
and safety
• Received details of every health and safety lost time incident, including remedial actions
taken, lessons learned and future preventative measures (see pages 46 to 47)
• Oversaw the development of the Group’s Safety Leadership Programme and safety leadership
tours, safety improvement opportunities and positive safety observations (see pages 46 to 47)
Strategy and
sustainability
• Approved the Group strategy (see pages 21 to 27 and 72 to 77)
• Received progress reports on the implementation of the Group’s sustainability roadmap (see
pages 23 to 27)
• Reviewed the alignment of the LTIP and ESG measures (page 60)
• Reviewed and discussed updates on trading performance, markets and strategic initiatives,
including presentations from the Group’s senior management
• Received reports on new product development and launches, and innovations in packaging
• Received reports on the Group’s upgrade of IT systems
• Oversaw the acquisition of Lawrence Industries, Inc. and monitored the M&A pipeline (see
page 27)
Governance
• Approved key Group policies and received reports on the codification of standards
• Approved the organisation of a “hybrid” AGM and the notice of AGM
• Approved the recommendation and declaration of dividends
• Approved insurance renewals
• Recruited and completed the induction of a new Non-executive Director (see page 123)
• Recruited a new Chief Executive Officer (see page 122)
• Participated in an internally facilitated Board evaluation (see pages 118 to 119)
• Assessed and monitored the Group’s culture and alignment with its purpose, values and
strategy (see page 119)
• Received reports from the Chairs of the Nominations, Audit & Risk and Remuneration
Committees
• Received and reviewed reports from the Audit and Risk Committee on the Group’s risk
register, risk appetite statement and the effectiveness of the systems of internal control and
risk management (see pages 84 to 95)
1 1 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Purpose, values and
Group culture
• Received, as standing agenda items of the Board, reports from the General Counsel &
Company Secretary on general governance updates, material legal matters and Speak Up
reports (see page 50)
• Received quarterly progress reports from the General Counsel & Company Secretary on the
Group’s Business Ethics & Compliance Programme (see pages 50)
• Oversaw the deployment of the Group’s Leading with Integrity Programme (see page 50)
• Approved the Group’s Modern Slavery Act statement
• Received reports on the results of an all-employee survey and the follow-up actions (see
page 52)
• Received reports from the Workforce Engagement Director and the Chair of the Remuneration
Committee on meetings that each of them had with the workforce
Financial
• Actively monitored trading performance conditions, ongoing scenario modelling, monthly CFO
reports and supported management’s actions in responding to ongoing challenges
• Approved the budget for 2024 and set KPIs (see pages 28 to 29)
• Reviewed and approved the half-year 2023 results, the full-year 2022 annual results, viability
and going concern statements, and the 2023 AGM notice
Investor relations and
communications
• Received presentations from the Company’s brokers and financial advisors on the Company’s
shareholder profile and market perception
• Received feedback from proxy advisors in respect of the 2023 AGM resolutions
• Received reports and feedback from analysts and shareholders following meetings with them
(see page 119)
Employee engagement
• Visits to sites and discussions with management, conducted in person or remotely (see below)
• Received and discussed reports from the Workforce Engagement Director, Pamela Bingham,
and the Chair of the Remuneration Committee following their respective skip-level meetings
with employees across the divisions (see below and page 118)
By meeting with such diverse representatives from the
workforce covering various levels of seniority, location,
business units and gender, he was not only able to explain the
behaviours that the Group’s remuneration framework aim to
promote, but also to hear their views. As with the Workforce
Engagement Director’s skip-level meetings, the Remuneration
Committee Chair’s meetings were reported to the Board
and taken into account when the Remuneration Committee
made decisions relating to executive pay. Specifically,
the Remuneration Committee has taken the output from
these engagements into consideration as it developed the
Directors’ remuneration policy during 2023, which included
engagement with shareholders in early 2024 before a revised
policy is tabled at the Group’s 2024 AGM. It has also resulted
in changes to the remuneration offered to Tyman North
America’s senior managers that will strengthen the division’s
ability to attract, retain and incentivise talent.
Board visits to the operations
As part of the Board’s work, the Directors visit operating units
each year to meet with divisional management and to see
these businesses first hand. In line with the Board’s meeting
schedule in 2023, the Board visited Tyman International’s
Budrio plant, Tyman North America’s Monterrey,
Statesville and Thomasville sites and Tyman UK & Ireland’s
Wolverhampton sites in person. Such visits allowed for front-
line employees to share their experiences with the Board and
enhanced the Board’s understanding of the cultural tone and
sentiment ‘on the shop floor’. Members of the Board also
visited other sites on an informal basis during the year.
Employee engagement
The Chief Executive Officer, the Workforce Engagement
Director and the Remuneration Committee Chair held skip-
level employee meetings in 2023. The Workforce Engagement
Director, Pamela Bingham, had separate meetings with
diverse employees and employee representatives from the
businesses in Italy, Mexico, the US and the UK. The meetings
provided her with opportunities to better understand local
challenges and practices, opportunities for improvement and
to promote a direct link into the Board (see page 52).
The Remuneration Committee Chair, Paul Withers, also met
with employee representatives from the same locations to
engage with them in a dialogue on the alignment of executive
remuneration with wider company pay policy.
1 1 7
GOVERNANCE REPORT Statement of governance
Pamela Bingham Workforce Engagement Director
Q&A: Board engagement
with employees
Q: What are your reflections on the value of
the Board’s engagement with employees?
A: The Board recognises the immense worth of
engagement, as it cultivates trust, fosters collaboration,
and establishes a shared approach between the Board
and employees. Acknowledging the importance of
soliciting varied feedback from employees to effectively
execute the Group’s strategy, the Board considers ongoing
direct engagement to be a critical and indispensable
activity. I eagerly anticipate translating employee
perspectives and priorities into meaningful Board
discussions.
Q: Are there any common themes from your
engagement with Tyman’s global employees?
A: I have had the opportunity to engage with employees
from diverse backgrounds across the Group, with several
common themes emerging.
Firstly, there is clearly a strong sense of shared
commitment to Tyman’s purpose. This collective
dedication has fostered a positive and collaborative work
environment, encouraging employees to go above and
beyond in their efforts to achieve our strategic objectives.
Secondly, there is recognition and appreciation for
Tyman’s commitment to fostering a culture of continuous
learning. Employees have expressed their desire for
continuous development and access to resources that
enable them to enhance their skills and knowledge.
Thirdly, open and transparent communication has emerged
as a key theme. Our employees value an inclusive and
supportive communication culture that encourages
collaboration, feedback sharing, and empowers them to
actively contribute to the success of Tyman.
Lastly, a strong emphasis on employee wellbeing and
work-life balance. Employees appreciate a healthy work
environment that promotes their physical and mental
wellbeing, ensuring their overall satisfaction and enabling
them to thrive both personally and professionally.
These common themes reflect the cohesive energy and
shared values that permeate throughout Tyman. By
acknowledging these insights, we can further strengthen
and enhance our employee experience, ultimately driving
our collective success.
Board performance evaluation
The Board undertakes a formal evaluation of its performance, and that of each Director, on an annual basis. Such evaluations
are conducted in accordance with the principles set out in the Code and include consideration of the skills, composition and
performance of the Board, its Committees and individual Directors.
The following sets out the progress on key recommendations concluded in the 2021 Board evaluation, which was conducted by
Dr Tracy Long of Boardroom Review, who has no connection to Tyman or its Directors:
Recommendations
Progress made in 2023
The Board should continually monitor its composition and
succession planning alongside the development of its skills
matrix and a formal appraisal process.
The Board’s skillsets and a schedule for the Board’s
refreshment have been monitored by the Nominations
Committee.
The Board should develop a forward agenda that combines
both formal and informal time, including increased use of
private meetings between the CEO and the Non-executive
Directors during the year.
At each meeting, the draft agendas intended for the next
meeting are published, and a schedule of sustainability topics
for the year is published before the start of the year.
The CEO and each of the Non-executive Directors have had
one-to-one calls before each meeting.
The Board ought to continually review and ensure alignment
of its appetite for risk against the changing business
landscape and its strategic imperatives as the Group evolves.
This has been continually addressed through the Board and
the Audit and Risk Committee’s consideration of the Group’s
principal and emerging risks.
1 1 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 This year, the Board participated in an internal questionnaire-
based assessment of the Board and its Committees, led by the
Chair and each Committee’s Chair. This assessment found that
the Board had made good progress on the recommendations
from 2021 and that there were opportunities to improve the
diversity of the Board and to strengthen the talent pipeline. The
actions that the Board has resolved to undertake in 2024 are
set out in the Nominations Committee report on page 124.
The Board will continue to review its procedures, effectiveness
and development and composition during 2024. The
Board Chair will use the Board evaluation’s output and
the performance reviews of individual Directors to further
develop the Board’s performance in the year ahead. In 2024,
the Board intends to undertake an externally facilitated Board
effectiveness evaluation.
The Board review also concluded that the Non-executive
Directors have sufficient time to meet their Board
responsibilities. Separately, the Senior Independent Director
led the Non-executive Directors to carry out a review of the
Chair’s performance. It was found that the Chair continues
to effectively discharge his duties and demonstrates full
commitment to the role as evidenced by the progress made in
all areas of the Board’s work.
Ensuring that policy, practices and
behaviours align with Tyman’s
purpose, values and strategy
The Board recognises the importance of Tyman’s culture
to the fulfilment of its purpose, practising its values and
executing its strategy. For Tyman, the hallmarks of a healthy
corporate culture include: respect for the integrity of its
business dealings by all its stakeholders; and working
environments that are characterised by inclusivity, diversity,
supportiveness and active engagement, inspiring employees
to proactively make a positive difference every day.
In such an environment, Tyman’s values would serve as a
compass for responsible decision making and actions, and
both attitudes and behaviours would align with the highest
standards of conduct and integrity.
The tone from the top was set by the Board’s approval of
Tyman’s Code of Business Ethics: Integrity in Action (“CoBE”)
in 2021, which enshrined Tyman’s purpose and values and
provided a baseline of accepted attitudes and behaviours.
The CoBE was deployed across the entire Group through
workshops in 2021 and 2022 and is now part of each division’s
employee onboarding process. In 2023, the Board approved
four new policies and reviewed eight existing policies in
support of the CoBE.
Furthermore, culture is embedded at Board-level through:
•
Tyman’s corporate governance framework (see page 111)
• Board decision making (see pages 98 to 103)
• Appointments and succession planning (see pages 121
to 124)
• Risk, controls and compliance (see pages 125 to 131)
• Remuneration framework (see pages 135 to 141)
•
Tyman’s commitment to health and safety and
sustainability (see page 116)
The Board leverages a variety of sources to assess the
robustness of Tyman’s organisational culture. In 2023,
the Board employed a blend of the following documented
metrics, regular reports and channels for active listening:
• Reports from the Workforce Engagement Director and
the Chair of the Remuneration Committee, and employee
engagement survey results, for insights into employee
sentiment (see page 52)
•
Standing reports from the General Counsel & Company
Secretary on Speak Up reports (see page 50)
• Quarterly reports from the General Counsel & Company
Secretary on the progress of the Business Ethics &
Compliance Programme (see page 50)
•
Standing reports from the Group Head of Health & Safety
and Sustainability on safety performance and progress on
the Group’s sustainability roadmap (see pages 23 to 27)
Investor relations programme
The Board is fully committed to maintaining good
communications with the Company’s shareholders through its
investor relations programme.
Tyman operates a planned schedule of communications and
investor relations activities throughout the year. The CEO and
CFO have day-to-day responsibility for all investor relations
matters and for contact with shareholders, as well as with
financial analysts. They are assisted by the Head of Corporate
Communications & Investor Relations. The CEO provides the
Board with details of feedback received from institutional
shareholders and any key issues raised.
Regular dialogue with institutional shareholders and financial
analysts is principally maintained through:
• meetings and calls involving the CEO, the CFO and/or the
Head of Corporate Communications & Investor Relations;
•
•
•
four scheduled releases to the market of updates on the
financial performance of the Group;
the Chair of the Remuneration Committee contacting
institutional shareholders to consult them on any
proposals that may affect Tyman’s remuneration policy;
the Board Chair engaging with larger institutional
shareholders to discuss matters including the Board,
strategy, corporate governance and succession
planning; and
A total of 139 separate meetings were held by members of
the Board and/or the Head of Corporate Communications &
Investor Relations in 2023 with shareholders and prospective
shareholders, analysts and equity salesforce teams. In
addition, the Company actively engages with individual
shareholders who periodically contact the Company.
Copies of all announcements and presentations made at
investor events are published on the Group’s website to
ensure that all shareholders, whether private or institutional,
have equal access to information. It is currently envisaged
that a similar shareholder engagement programme will be
run during the 2024 financial year. A table setting out the
Company’s major shareholders can be found on page 160.
1 1 9
GOVERNANCE REPORT Statement of governance
2024 AGM
The AGM provides the Directors with the opportunity to meet
with both private and institutional shareholders. In 2023, in
line with the Financial Reporting Council’s guidance, which was
published in ‘Corporate Governance AGMs: An Opportunity for
Change’, the Company organised a hybrid AGM that allowed
for shareholders to attend in person or electronically via a live
audio webcast. This AGM format allowed for shareholders to be
counted in the quorum, ask questions of the Directors and cast
live votes via the Lumi platform, whether or not they were able
to travel to the venue.
•
state whether applicable IFRSs as adopted by the EU
have been followed for the Group financial statements
and United Kingdom Accounting Standards, comprising
FRS 101, have been followed for the Company financial
statements, subject to any material departures disclosed
and explained in the financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the Group
and the Company will continue in business.
Access to the Chair and
Non-executive Directors
The Chair and Non-executive Directors make themselves
available to attend meetings with major shareholders at
their request. The Chair attended a number of such meetings
during the year to cover areas such as the Board, strategy,
corporate governance and succession planning. As face-to-
face meetings were not always neither practical nor possible,
meetings were sometimes conducted online or by telephone.
Internal control and risk management
The Directors acknowledge that they are responsible for the
Group’s internal control and risk management systems and
for reviewing their effectiveness. Details of this review process
are set out in the Audit and Risk Committee report on pages
125 to 131.
Directors’ insurance cover
The Company maintains, at its expense, a Directors’ and
Officers’ liability insurance policy to afford an indemnity in
certain circumstances for the benefit of Group personnel
including, as recommended by the Code, the Directors. This
insurance policy does not provide cover where the Director or
Officer has acted fraudulently or dishonestly.
Directors’ responsibilities statement
The Directors are responsible for preparing the Annual Report
and Accounts and the financial statements in accordance with
applicable law and regulation.
English company law requires the Directors to prepare
financial statements for each financial year. Accordingly, the
Directors have prepared the Group’s financial statements in
accordance with IFRS as adopted by the European Union and
the Company financial statements in accordance with UK
GAAP. Under English 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 the Company and of the profit or loss of the Group
and the Company for that period. In preparing the financial
statements, the Directors are required to:
•
select suitable accounting policies and then apply them
consistently;
The Directors are also responsible for safeguarding the assets
of the Group and the Company and for taking reasonable
steps for the prevention and detection of fraud and
other irregularities.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group and Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Group and the Company and enable them to ensure that the
financial statements and the Directors’ Remuneration report
comply with the Companies Act 2006 and, as regards the
Group financial statements, Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and
integrity of the Group’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Directors consider that 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 and the Company’s position and performance,
business model and strategy.
Each of the Directors, whose names and functions are listed in
the Annual Report and Accounts, confirms that, to the best of
their knowledge:
•
•
•
the Company financial statements, which have been
prepared in accordance with UK GAAP, give a true and fair
view of the assets, liabilities, financial position and profit
of the Company;
the Group financial statements, which have been
prepared in accordance with IFRSs as adopted by the
European Union and applicable law, give a true and fair
view of the assets, liabilities, financial position and profit
of the Group; and
the Directors’ report includes a fair review of the
development and performance of the business and the
position of the Group and the Company, together with a
description of the principal risks and uncertainties that the
Group faces.
By order of the Board
Peter Ho
General Counsel & Company Secretary
6 March 2024
1 2 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Nominations Committee report
The Committee has continued its work to
ensure that the Board and its committees have
the skills required to deliver Tyman’s long-term
strategy and objectives.”
Nicky Hartery
Chair of the Nominations Committee
Number of meetings:
6
Dear shareholder
I am pleased to present the Nominations Committee’s report
for the year ended 31 December 2023.
Role and responsibilities of the Committee
The Committee’s role is to support the Board within the Group’s
governance framework by providing oversight of the business’s
leadership needs, spanning both Executive and Non-executive
Directors and senior management, with a view to ensuring
that the Group is able to implement its strategy, achieve its
objectives and compete effectively. It ensures that the leadership
is constructively supported and challenged by reviewing and
making recommendations to the Board on the size, structure
and composition of the Board and its Committees. In compliance
with the Code, it also ensures that plans are in place for the
orderly succession to both Board and senior management
positions, including overseeing the development of a diverse
succession pipeline for short- and long-term timescales.
The Committee’s full terms of reference are available on
our website at https://www.tymanplc.com/application/
files/7017/0471/1327/Nominations_Committee_Terms_of_
Reference_-_December_2023.pdf.
Committee membership and meetings
The Committee is comprised entirely of independent
Non-executive Directors. The General Counsel & Company
Secretary and Chief Executive Officer were invited to attend
meetings as the Committee deemed necessary to enable
full discussions.
The Committee had two scheduled meetings in 2023, but also
met formally on four other occasions in connection with the
respective departures of Jo Hallas and Helen Clatworthy, the
Chief Executive Officer and the Chair of the Audit and Risk
Committee, and their successions.
The following table presents the Committee member’s dates
of appointment and record of attendance at meetings during
2023. Attendance is expressed as the number of meetings
each member was eligible to attend.
Nominations
Committee member
Appointed to
the Committee
Attendance at
meetings in 2023
Nicky Hartery (Chair)
October 2020
Paul Withers
February 2020
Pamela Bingham
January 2018
Helen Clatworthy1
January 2017
Dave Randich
December 2021
Margaret Amos2
June 2023
6/6
6/6
6/6
2/2
6/6
4/4
1 Helen Clatworthy retired from the Board and the Nominations
Committee from 21 July 2023.
2 Margaret Amos joined the Board and the Nominations Committee
with effect from 19 June 2023.
Key activities of the Committee
in the last twelve months
The Committee considered the following in 2023:
•
•
The performance, succession and contingency planning
for the Executive Directors (including the search and
appointment of the new Chief Executive Officer)
The appointment of a new Chair of the Audit and
Risk Committee
• Recommended re-election of the Board at the 2023
Annual General Meeting
•
•
The size and composition of the Board, including the balance
of skills, knowledge, independence, experience and diversity
The recommendations to shareholders for the re-election
of each member of the Board
• Progress on the Committee’s 2023 objectives
•
•
•
•
•
•
•
•
The results of the Committee’s performance evaluation
The Committee’s terms of reference
The Nominations Committee report for inclusion in the
2022 Annual report and Accounts
The Committee’s priorities for 2024
The approach to the 2023 Board effectiveness
evaluation process
The renewal of the Chair of the Board’s three-year term
The renewal of a Non-executive Director’s three-year term
The Group’s Organisational Capability Review
1 2 1
GOVERNANCE REPORT Nominations Committee report
Board skills
Our Board possesses a broad range of knowledge and
experience from a variety of industries and sectors. The
Nominations Committee seeks to ensure that the Board and
its Committees have the skills required to deliver Tyman’s
strategy and objectives in the longer term, and to identify the
potential skills and experience that may have been lost with
the retirement of any Non-executive Directors.
Diversity
The Committee ensures all Board appointments are made in
line with the Board’s Diversity Policy, which is available to view
on the Group’s website. Particularly, this policy requires that:
•
•
in reviewing Board composition, the Committee will
consider the benefits of all aspects of diversity to enable it
to discharge its duties and responsibilities effectively;
in identifying suitable candidates for appointment to the
Board, the Committee will consider candidates on a shared
understanding of merit against objective criteria and with
due regard for the benefits of diversity on the Board; and
Board recruitment and succession process
• when recruiting Board candidates, the Committee will only
engage search firms that have signed up to the Voluntary
Code of Conduct for executive search firms. In 2023, to
run the recruitment of the new Non-executive Director
and Chief Executive Officer, Tyman retained such a firm in
Russell Reynolds. Russell Reynolds has no other connection
with the company or individual directors that might impact
their independence.
How the Board’s Diversity Policy relates
to the Group’s strategy
The Committee, the Board and Tyman as a whole fully regard
the benefits of diversity when searching for candidates for
the Board, the Executive Committee and other appointments.
The Board believes that embracing diversity, in all its forms,
enables the sharing of each individual’s unique perspective,
which promotes inclusivity and supports good decision
making. Accordingly, all Board appointments are made on
merit against a set of objective criteria informed by the skills
and experience required for the Group’s strategic success, as
shown in the examples below.
1
Stage 1
2
Stage 2
3
Stage 3
4
Stage 4
5
Stage 5
Nominations
Committee confirms
the objective of the
process and the role
specification
An executive search
firm is engaged and
a process for the
search is agreed
The executive search
firm provides a
longlist, which is
reviewed by the Chair
of the Nominations
Committee and the
Senior Independent
Director
The Chair of the
Nominations
Committee and the
Senior Independent
Director conduct
initial interviews
with candidates to
produce a shortlist
The other members
of the Nominations
Committee interview
the shortlisted
candidates, who are
recommended to
the Board
Role
Key search criteria
Search diversity
Description of process
Chief
Executive
Officer
• A leadership style based on
• 20% of longlisted
•
candidates
were women
• 20% of longlisted
candidates were
from non-white
ethnic minority
backgrounds
•
Six nationalities
were represented
in the longlist
influence rather than command
and control, given Tyman’s
decentralised operating model
•
The ability to drive operational
excellence and efficiencies
across the Group
• B2B industrial manufacturing
experience
•
The ability to quickly earn the
trust of investors and analysts,
and comfort with presenting to
the City as well as one-on-ones
with shareholders
•
FTSE-experience was considered
beneficial but not mandatory
•
•
•
•
Stage 1. The Nominations Committee agreed
on the qualities, skills and experiences
desired in the new Chief Executive Officer.
Stage 2. Russell Reynolds emerged as the
Nominations Committee’s preferred executive
search firm following a tender process, and a
process for the recruitment was agreed.
Stage 3. Russell Reynolds provided a longlist
drawn from a list of companies from building
materials, FTSE-listed and other best in class
B2B manufacturers.
Stage 4. The Chair of the Nominations
Committee and the Senior Independent
Director shortlisted and interviewed some
candidates, keeping the Nominations
Committee abreast on progress.
Stage 5. The other members of the
Nominations Committee interviewed the
candidates and, subsequently, recommended
Rutger Helbing to the Board subject to
customary checks.
1 2 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Role
Key search criteria
Search diversity
Description of process
•
Chair of
Audit
and Risk
Committee
Strong financial qualifications
as serving or retired finance
directors, former audit partners,
bankers or other significant
finance roles provided that
they had strong operational
experience
• A good understanding of the
corporate governance of a
Premium-listed company on the
London Stock Exchange
• A strong business, operational
and commercial background
with a track record of growth,
both organic and acquisitive
•
International experience
• A style that is open and
informal, pragmatic, low ego,
intellectually curious
• High emotional intelligence,
sound people judgment and
good listening skills
• 100% of longlisted
•
candidates
were women
• 25% of longlisted
candidates were
from non-white
ethnic minority
backgrounds
•
Two nationalities
were represented
in the longlist
•
•
•
•
Stage 1. To succeed a retiring Chair of the
Audit and Risk Committee, an objective
search was agreed by the Committee.
Stage 2. Russell Reynolds was engaged to
support the process and identified search
categories aligned to the key criteria.
Stage 3. Focusing on current and former
CFOs or broader finance leaders in FTSE-listed
organisations, including serving and retired
executives and Chairs of Audit Committees,
and including ‘left field’ sectors including
financial services, Russell Reynolds produced
a longlist.
Stage 4. Following a desktop screening, the
Chair of the Nominations Committee and the
Senior Independent Director met with each of
the shortlisted candidates.
Stage 5. The other members of the
Nominations Committee, including
the retiring Chair of the Audit and Risk
Committee, interviewed the candidates and
recommended Margaret Amos to the Board.
Non-executive Director induction
Upon her appointment to the Board, Margaret Amos
received a tailored induction to help familiarise her
thoroughly with Tyman’s business and her roles as
a Non-executive Director and Chair of the Audit and
Risk Committee.
For an overview of Tyman, she was provided with an
induction pack comprised of a broad range of key
information, including papers of the Board and its
committees, meeting minutes, details of operational and
financial performance, explanations of key controls and
the Group’s risk management, as well as key policies and a
recording of the Group’s virtual conference.
Introductory meetings were held with each other
member of the Board, the Executive Committee,
the General Counsel & Company Secretary, the Group
Financial Controller, the Group Head of Internal Audit
& Risk Management, the Director of Health & Safety
and Sustainability and other key senior managers. As
an incoming chair of the Audit and Risk Committee,
and member of the Nominations and Remuneration
Committees, additional time with the respective
Committee Chairs and the Group’s external and internal
auditors, Deloitte and BDO, was scheduled to cover
key issues.
In addition to the Board site visits in 2023, Margaret also
attended the Group’s plants in the UK and the USA and met
with Tyman employees at its Head Office.
LR 9.8.6(9)R statement
As a constituent of the FTSE 350 index, the Board supports the FTSE Women Leaders Review (FWLR), which seeks to improve
board and senior leadership gender diversity across FTSE 350 companies and submitted data to the FWLR in accordance with
its reference date of 31 October 2023. To ensure the consistency of the Company’s publicly disclosed information, the following
tables that are prescribed by LR 9.8.6(10)R also use a reference date of 31 October 2023.
For the purposes of this statement, Tyman has applied the meaning of the term “Executive Management” as defined in the
Listing Rules: it is the Executive Committee and the General Counsel & Company Secretary excluding administrative and
support staff.
1 2 3
GOVERNANCE REPORT Nominations Committee report
Gender
Men
Women
Number
of Board
members
Percentage
of the Board
%
Number of
senior positions
on the Board
(CEO, CFO, SID
and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
%
4
3
57.1
42.91
3
1
4
21
67.7
33.3
1 During 2023, the role of Chief Executive Officer was held by a woman from 1 January until 6 April and the role of Chief Financial Officer was held
by a woman on an interim basis, and not as a statutory director of the Company, from 21 April until 31 December.
On 2 January 2024, when Rutger Helbing commenced his appointment as Chief Executive Officer, Jason Ashton resumed his role
as Chief Financial Officer and Juliette Lowes stepped down from the Board and resumed her role as Group Financial Controller,
the percentage of women on the Board and in Executive Management therefore reduced.
Ethnicity
White British or other white
(including minority-white groups)
Mixed/multiple ethnic groups
Black/African/Caribbean/Black British
Other ethnic group, including Arab
Not specified/prefer not to say
Number
of Board
members
Percentage
of the Board
%
Number of
senior positions
on the board
(CEO, CFO, SID
and Chair)
Number in
Executive
Management
Percentage of
Executive
Management
7
0
0
0
0
100
0
0
0
0
4
0
0
0
0
5
0
0
1
0
83.3
0
0
16.7
0
Although Tyman’s Board does not yet have a Director from an ethnic minority background, it will be seeking to do so with the
Board’s next Non-executive Director appointment, before 31 December 2024.
Tyman recognises that for some, gender identity can differ from that assigned at birth. Accordingly, Tyman has 100% voluntary
completion of gender and ethnicity data at the Board and Executive Management levels. All diversity data reporting is conducted
securely and in a way that protects each person’s anonymity. All information is strictly confidential in accordance with Tyman’s
privacy notice, in line with applicable laws protecting personal data.
Review of findings from the 2023 internal
Board and Committees evaluation
The Board’s 2023 evaluation questionnaire (details of which
can be found on pages 118 to 119) confirmed that the
Directors believe that the Board: has a good mix of skills and
backgrounds supported by solid experience and knowledge;
and has committees that are well-run, with sufficient skills
and expertise.
The Committee’s own evaluation concluded that the Directors
were, broadly, satisfied with its performance overall and that
it had fulfilled its priorities for 2023. However, it was also
found that the Nominations Committee could support the
Board in 2024 by seeking opportunities to improve its ethnic
diversity and adding to the North American and technological
innovation experience of the Board.
Committee priorities for 2024
The Committee’s priorities for 2024 are:
1. To oversee the induction of the new Chief
Executive Officer.
2. To recruit a new Non-executive Director to bring North
American and private equity experience and to improve
the Board’s diversity in terms of gender and REACH (race,
ethnicity and cultural heritage).
3. Continued oversight of the establishment of the Group’s
talent excellence programme, including ensuring that the
right organisation capability is in place for the Group to
deliver on its strategic, diversity and inclusion priorities,
including reviewing senior management succession
planning and the strengthening of talent pipelines.
4. Development of the Board’s skills matrix to support its
succession planning.
On behalf of the Nominations Committee
Nicky Hartery
Chair, Nominations Committee
6 March 2024
1 2 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Audit and Risk Committee report
The Committee has continued to focus
on enhancing the Group’s internal control
framework in preparation for upcoming
changes to the UK Corporate Governance
Code.”
Margaret Amos
Chair of the Audit and Risk Committee
Number of meetings:
4
Dear shareholder
On behalf of the Board, I am pleased to present my first report
of the Audit and Risk Committee since joining the Board in June
2023 and becoming Chair of the Audit and Risk Committee
in July 2023. I would like to thank Helen Clatworthy for her
assistance in ensuring a smooth transition as I assumed
responsibility for this Committee. I would also like to thank the
finance teams across the Group for their continued hard work
this year. The Committee has continued to support the Board in
the development of the Group’s risk management and internal
control framework, as well as ensuring the integrity and quality
of external financial reporting. This report sets out the activities
of the Committee during 2023 and the Committee’s priorities
for the year ahead.
In 2023, the Committee continued to focus on the core
aspects of governance within the Group. The Committee
was pleased with progress made in enhancing the risk
management and internal controls frameworks. The
Committee has monitored the developments with corporate
reporting reforms throughout the year, including the recent
revisions to the UK Corporate Governance Code and has
overseen the Group’s preparation work. This included the
appointment of a Group Controls Manager and engagement
of a third-party firm to provide support and assist with the
development of a roadmap to compliance. An initial scoping
exercise was completed, and the Group and Committee will
review the work plan following the release of the revised
Corporate Governance Code in January 2024. Work continued
in the year with embedding the Code of Business Ethics
and the Group Minimum Standards of Financial Control
framework, and the annual Controls Self-Assessment (“CSA”)
process, which was implemented in 2022, was undertaken
across the Group’s operations to assess compliance with key
controls and identify any areas for improvement. Progress
has been made with implementing improvement actions
identified through the prior year CSA process.
The implementation of a programme of risk management
activities, developed by the Group Head of Internal Audit and
Risk Management, further enhances the Group’s approach
to enterprise risk management with further opportunities
to develop in 2024. The updated structure and approach
to internal audit has continued to develop well in the year,
providing an increasingly risk-based approach to internal
audit. The 2023 internal audit plan is complete with all reports
reviewed by the Committee.
The Committee has also spent time understanding the
requirements of climate-related financial disclosures (TCFD
and CFD), and environmental, social and governance
(ESG) reporting, including the impact on the Group’s risk
framework. The Committee is satisfied with progress made to
date. The Committee has also reviewed the limited assurance
statement prepared by Bureau Veritas over selected
sustainability KPIs under the Group’s RCF and is satisfied with
the work performed.
Role of the Committee
The Board has delegated responsibility to the Committee
for the oversight of the Company’s financial reporting,
monitoring the integrity of the financial statements and other
financial communications of the Company. It is responsible
for ensuring that effective governance and appropriate
frameworks are in place for the oversight of the Company,
major subsidiary undertakings and the Group as a whole, and
for considering whether accounting policies are appropriate.
The Committee operates under terms of reference approved
by the Board. These terms of reference have been reviewed
by the Committee during the year and updated to include
the Committee’s responsibility for monitoring the integrity
of climate-related reporting as well as to reflect the guidance
included in the Audit Committees and External Audit
Minimum Standard issued by the FRC in May 2023. A copy of
the terms of reference can be found on the Group’s website.
In 2023, the Committee met four times, with meetings timed
to coincide with key dates in the financial reporting and audit
cycles of the Group. To provide the appropriate focus on key
priorities, an annual schedule of Committee activity is set out
a year in advance.
1 2 5
GOVERNANCE REPORT Audit and Risk Committee report
Financial reporting
Key activities of the Committee
in the last twelve months
• Reviewed the financial results for the half-year ended
30 June 2023 and recommendation of results
announcement
• Reviewed the financial results for the full-year ended
31 December 2023, results announcement, and the
Annual Report and Accounts. This included reviewing the
TCFD and CFD disclosures
• Reviewed the significant judgements and estimates that
impact the financial statements
• Considered the appropriateness of accounting policies
Key areas of focus in relation to
the financial statements
The Committee is responsible for monitoring the integrity of
the financial statements, including judgements and estimates.
In undertaking this review, the below significant issues were
discussed with management and the external auditors. As
part of these discussions, the Committee provided challenge
to management on the appropriateness of assumptions, and
the areas of particular consideration outlined below, and
sought clarification as necessary:
Following discussions with the auditors and considerations
set out on the following page, the Committee was satisfied
that the financial statements dealt appropriately with each
of the areas of judgement and estimates. The Committee
also discussed revenue recognition with Deloitte but did not
consider this to be a significant issue. Deloitte also reported to
the Committee on any misstatements and control deficiencies
that they had found in the course of their work and confirmed
that no material amounts remained unadjusted.
In addition to the Committee members, the Board Chair,
Chief Executive Officer and Chief Financial Officer attended
Committee meetings at the invitation of the Committee
Chair. Other attendees include the senior members of the
finance team, senior representatives from the external
auditors, Deloitte, and the Group Head of Internal Audit and
Risk Management.
In advance of meetings, the Committee is provided with
reports from the Chief Financial Officer, the Group’s finance
function, Deloitte and the Head of Internal Audit and Risk
Management. These reports provide the Committee with
detailed information on accounting and audit matters,
and the progress the Group is making in respect of risk
management activities and internal control-related matters.
The Committee meets separately with the external auditors
and the Group Head of Internal Audit and Risk Management
during the course of the year, without executive management
being present. The Chair of the Committee has also met with
Deloitte outside of Committee meetings to keep appraised of
the year end audit process and audit matters in general.
The Committee is authorised to seek independent advice
should it wish to do so; however, this was not required during
the year.
Committee membership
The members of the Committee during the year ended
31 December 2023 were as follows:
Committee
member
Margaret Amos (Chair)1
Helen Clatworthy (Chair)2
Paul Withers
Pamela Bingham
David Randich
1 Appointed July 2023
2 Resigned July 2023
Appointed to the
Committee
July 2023
January 2017
February 2020
January 2018
December 2021
All members are independent Non-executive Directors.
Under provisions of the UK’s Corporate Governance Code
2018 (the Code), the Committee should have at least one
member with recent and relevant financial experience
and competence in accounting and/or auditing, and
the Committee, as a whole, should have competence
relevant to the sector in which the Company operates.
The Board considers that Margaret Amos (and before her,
Helen Clatworthy) has such recent and relevant financial
experience. Each member of the Committee has the requisite
competence including significant international, commercial
and operational skills and experience that are relevant to an
international manufacturer and distributor of engineered
components to the building industry.
1 2 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 G
O
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Area of focus
Audit and Risk Committee review
Conclusions
The Committee was satisfied
that the methodology
and assumptions used in
the impairment testing
were appropriate and that
no impairment charge
was required.
Carrying value of goodwill
and intangibles
See note 10 to the Group
financial statements
The Group has goodwill and intangible assets of £465.5 million.
The assessment of the carrying value of intangible assets involves
significant estimates related to drivers of future cash flows, long-
term growth rates and discount rates.
The Committee received a detailed report from management
outlining the valuation methodology, key assumptions used, the
level of headroom, comparison to external market information
and sensitivity analysis.
The Committee discussed the report with management and
Deloitte, and considered whether the key assumptions were
appropriate and the extent to which the valuation was sensitive to
changes in these assumptions. Particular challenge was given to
growth assumptions in light of wider macroeconomic uncertainty
and consideration of the potential impact of climate change on
longer-term cash flows and the terminal growth rate.
The ongoing macroeconomic uncertainty has led to increases in
the discount rate, which in turn reduced the level of headroom
when compared to the previous year. The Committee is satisfied
with the assumptions used in determining the discount rate, and
that a sufficient level of headroom remains.
Going concern and
viability assessment
See note 2.2 to the Group
financial statements and
pages 94 to 96
The Board is required to satisfy itself that the Company will
continue as a going concern for a period of at least twelve months
from the date of the financial statements. It is also required to
consider the longer-term viability of the Group.
The Committee received a detailed report from management
outlining key assumptions used in the going concern and viability
assessments, along with analysis of liquidity headroom and
covenant compliance under a base case scenario, two severe, but
plausible, downside scenarios reflecting the potential impact of
the crystallisation of certain principal risks, and a reverse stress
test scenario.
The Committee was satisfied
that assumptions used
were reasonable and it was
appropriate to prepare
the financial statements
on a going concern basis.
It was also satisfied that
the viability statement was
appropriate (see pages 94
to 96).
The Committee considered whether the key assumptions used
were appropriate, including the assumed mitigating actions
in the downside scenarios and likelihood of refinancing the
RCF on similar terms in 2027, particularly in light of current
macroeconomic uncertainty.
Audit and Risk Committee report
Area of focus
Audit and Risk Committee review
Conclusions
Alternative performance
measures (APMs) and
adjusting items
Further information on
APMs can be found on
pages 234 to 241 and on
adjusting items in note
6 to the Group financial
statements
The Group uses a number of alternative performance measures
and draws out certain significant non-trading items, as
adjustments to operating profit. The selection of APMs and
classification of items as exceptional is judgemental.
The Committee considered the use of these measures as part of
its assessment of whether the Annual Report is fair, balanced and
understandable. This included considering whether the APMs are
useful to users and present a faithful representation of underlying
trading, the consistency of APMs used and their calculation, and
the disclosure of reconciliations to GAAP numbers.
The Committee challenged management on whether certain
items were sufficiently material, both quantitatively and
qualitatively, to warrant classification as adjusting items.
Carrying value of
inventory
See note 13 to the Group
financial statements
Inventories are stated at the lower of cost and net realisable value,
with due allowance for excess, obsolete or slow-moving items.
Management exercises judgement in assessing net realisable
value and provisions required for slow-moving and obsolete
inventory.
The Committee considered the basis for the provisions made
by management for obsolete and slow-moving inventory, which
included consideration of the ageing of inventory, assessments of
future demand, market conditions and new product development
initiatives.
Acquisition accounting
See note 25 to the Group
financial statements
During the year, the Group acquired Lawrence Industries. There is
judgement and estimation in applying the requirements of IFRS 3,
in particular, identifying and valuing assets and liabilities acquired
and calculating the consideration, including the earn-out.
The Committee received a detailed paper from management
outlining the purchase price allocation exercise. The Committee
discussed the significant judgements and estimates used with
management and Deloitte, with particular challenge given on
the assumptions used in valuing intangible assets, such as
the expected useful lives, forecast growth rates and customer
attrition rates.
The Committee was satisfied
that APMs are appropriate
and provide useful
information to users, and
these are clearly reconciled
to the nearest GAAP number
where appropriate.
The Committee considered
that the adjusting items
were in accordance with
the Group’s accounting
policy and disclosures in the
financial statements were
appropriate.
The Committee was satisfied
that the inventory valuation
was consistent with the
Group’s accounting policy
and that the resultant
valuation was reasonable.
The Committee was satisfied
that the key assumptions
used in valuing intangible
assets were reasonable
and that the acquisition
accounting and purchase
price allocation had been
completed appropriately.
Risk and control
Key activities of the Committee
in the last twelve months
Risk
• Reviewed the risk management framework, the Group’s
risk philosophy, risk appetite and the principal risks and
uncertainties facing the Group, including how those risks
evolved during the year
• Participated in risk management discussions and received
presentations on the Group’s risk management process
and key developments underway or planned for the
year ahead
Going concern and viability
• Reviewed the going concern and viability assessments
prepared by management, including key assumptions
• Reviewed the viability statement and recommendation of
approval to the Board
Internal control and internal audit
• Assessed the effectiveness of Group’s systems of internal
control and risk management
• Reviewed and approved the Group’s Fraud Risk
Management Policy and Fraud Risk Assessment
• Reviewed the divisional internal control representations
• Approved the Group Internal Audit Charter
• Reviewed the key developments in Internal Audit
• Approved the internal audit plan for the year
• Reviewed the internal audit reports, recommendations
and mitigating plans
• Reviewed the status of progress in compliance with the
IIA’s Code of Practice for Internal Audit
• Assessed the effectiveness of internal audit
• Reviewed and assessed the proposed amendments
to the UK Corporate Governance Code (and other
corporate reforms)
1 2 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The Group’s assessment of its principal risks and uncertainties
is set out on pages 84 to 95. The key elements of risk
management and internal controls are detailed on page 87 of
the risk management section of this Annual Report.
Fair, balanced, and
understandable assessment
In accordance with the Code, the Committee reviewed the
Annual Report and was able to confirm to the Board that
the Committee considered the Annual Report and Accounts,
taken as a whole, was fair, balanced and understandable,
and provided the information necessary for shareholders
to assess the Group’s performance, business model and
strategy.
Risk
During the year, the Committee promoted continuous
improvement in the Group’s risk management system, which
included reviewing the risk management structure and
approach, the Group’s risk appetite and principal risks and
uncertainties facing the Group.
In line with the priorities set out in the 2022 Annual Report,
the Committee has considered the Group’s information
security risks and emerging risks.
The Committee confirmed to the Board it had carried out a
robust assessment of the principal risks, including emerging
risks and developments throughout the year.
Internal control
The Committee receives regular reports throughout the year
to monitor the Group’s internal control systems, including
reports from the Chief Financial Officer, Group Financial
Controller and the Group Head of Internal Audit and Risk
Management. The Committee has monitored updates in
corporate governance and financial reporting requirements
including those recommendations on corporate reform. The
Group has continued to make progress with strengthening
controls to work towards compliance with the proposed new
requirements, including updating the Minimum Standards of
Financial Control Framework, strengthening the Accounting
Policies Manual, implementing a Control Self-Assessment
(CSA) process to assess the status of compliance on financial
and non-financial areas of risk across the Group, and
rolling out new policies as required. The continued roll out
of the Group’s new ERP system further strengthens the
Group’s internal control environment. Throughout the year,
opportunities to improve controls identified by management,
Internal Audit and External Audit have been reviewed and
actions to remediate are being implemented.
The Committee reviewed the bi-annual representations
of compliance with the Group’s Accounting Policies and
Procedures and considered the impact of exceptions noted on
the effectiveness of the Group’s internal controls. In addition,
the Committee reviewed the outcomes from the CSA process.
As outlined in the risk management section of this report
on pages 84 to 95, risk management is embedded in many
aspects of the Group’s leadership model where key areas of
risk are inherently considered. Key governance mechanisms
for the management of risk include the Executive Committee,
the Finance Leadership Team, the strategic planning process,
budgeting and forecasting and the BPR process.
The BPR process, which is undertaken every month for each
division is chaired by the Group Chief Executive Officer and
covers key aspects of strategic, financial, operational and
compliance risks. This includes proactive monitoring of key
actions from month to month, safety performance, business
ethics, legal matters, financial performance, progress on
strategic priorities, organisational developments and risk
watchlist items. The BPR meetings include a review of
organisational capabilities, and, twice a year, include a deep
dive into divisional risk management. The key points arising
from this process are then reviewed by the Board.
The Committee confirms it has carried out its annual review of
the effectiveness of the system of internal control as operated
throughout the year ended 31 December 2023 and up to the
date of approval of the Annual Report and Accounts.
Internal audit and internal
audit effectiveness
Having appointed the Group Head of Internal Audit and
Risk Management in 2020, I am pleased to report that good
progress has continued throughout 2023 in enhancing the
Group internal audit and risk management function.
The internal audit function, led by the Group Head of Internal
Audit and Risk Management is now well established and is
increasingly risk-focused, whilst maintaining a good level of
coverage over the Group operations, systems and processes.
Throughout the year, the Committee has reviewed progress
in relation to the further development of the Group’s risk
framework, including its risk philosophy and appetite, an
assessment of risk management maturity and proposals
for further enhancing and embedding enterprise risk
management. The Committee has also reviewed and
approved the ongoing enhancements to the internal audit
function and its key activities, including the Internal Audit
Charter and compliance with the IIA’s Code of Practice.
In the context of appointing the Group Head of Internal
Audit and Risk Management, the Committee has reviewed
and approved the resourcing and budget of the internal
audit function more broadly. The Committee has considered
the current co-sourcing relationship with BDO, led by the
Group Head of Internal Audit and Risk Management. The
relationship with BDO has operated well throughout 2023.
The Group Head of Internal Audit and Risk Management has
attended every meeting of the Audit and Risk Committee
in the year. He has had ongoing contact with the Audit and
Risk Committee throughout the year, including meetings
without management being present. The Group Head of
Internal Audit and Risk has monthly meetings with the Chair
of the Committee and has had access to the Chair of the
Board as required. The Group Head of Internal Audit and Risk
Management reports directly to the Chair of the Audit and
Risk Committee with a functional reporting line to the Chief
Financial Officer.
1 2 9
GOVERNANCE REPORT Audit and Risk Committee report
The 2023 internal audit plan was completed, and the number
of audits has increased year on year. In 2023, there were a
number of reviews in the Group’s operations in the UK, Italy,
Greece, India, Canada, China, the US and Mexico in addition
to internal audit advisory work in supporting the Group and
divisions on risk and control matters.
The Committee reviewed the activity of internal audit
throughout the year, including progress in delivering
the 2023 audit plan, audit reports, completion of audit
recommendations, and approving the 2024 internal audit
plan. The focus of internal audit in the year has been on a
range of risk areas and included reviews of key Group policies,
financial and IT controls. Regular review and tracking of
internal audit recommendations takes place throughout the
year, complemented by follow-up audits, as appropriate,
based on risk.
The Audit and Risk Committee reviewed the effectiveness
of internal audit for the financial year and the Committee
concluded the function had performed well. No significant
issues for improvement were noted. The Committee
confirmed that it considered that the internal audit function
had been effective in discharging its duties independently and
objectively and was sufficiently resourced.
External audit
Key activities of the Committee
in the last twelve months
• Reviewed and approved Deloitte’s terms of engagement
and audit plan, including audit fees, scope, risk
assessment and the threshold levels of materiality for the
Group’s financial statements
• Considered the independence and objectivity of Deloitte
• Reviewed Deloitte’s report following completion of the
audit and the management representation letter
• Reviewed and approved the policy on the provision of
non-audit services by the external auditors
The Committee is responsible for managing the relationship
with, and the performance of, the external auditors, which
includes making recommendations in respect of the
appointment, reappointment and, if necessary, removal of the
external auditors.
Appointment of the external auditors
As outlined in the 2021 Annual Report and Accounts, during
2021, the Audit and Risk Committee oversaw a formal tender
process for external audit services for the financial year
ending 31 December 2022 onwards. Following a robust
process, the Board appointed Deloitte to succeed PwC and a
resolution was passed to appoint Deloitte as external auditor
at the 2022 AGM, with James Hunter taking the role of Group
audit partner on appointment.
The Committee considers that during 2023, the Group
complied with the mandatory audit processes and audit
committee responsibility provisions of the Competition and
Market Authority Statutory Audit Services Order 2014.
Scope of the audit
In reviewing the scope of the audit, the Committee considered
specific risk areas and whether there were any areas of work
not already addressed by the audit plan that the Committee
would like the auditors to perform. The Committee concluded
that the audit scope sufficiently addressed the key risk areas
and there were no specific additional pieces of work that the
Committee requested the auditors to perform.
External audit effectiveness
A key responsibility of the Committee is ensuring the
continued effectiveness of the external audit.
The Committee has met regularly with Deloitte during the
year and has reviewed reports prepared by Deloitte. A formal
audit effectiveness assessment process was conducted,
using a standard questionnaire completed by employees
having involvement in the global audit, as well as members
of the Audit and Risk Committee, covering areas such
as audit quality, competency, planning, execution, and
communication. Consideration was given to whether Deloitte
had sufficiently demonstrated professional scepticism,
with this being evident through Deloitte’s challenge to
management on key judgements and estimates, in particular
adjusting items, assumptions used in valuing the Lawrence
intangible assets, and assumptions used in impairment
testing. The Committee also reviewed the FRC’s Audit Quality
and Supervision report on Deloitte and discussed its findings
with the audit partner.
Having considered the effectiveness assessment results,
the regulatory quality review results, observations through
interactions and review of the quality of the reports on audit
findings, as well as areas where Deloitte had challenged
management and demonstrated professional scepticism,
the Committee was satisfied that Deloitte has provided an
effective audit.
Auditors’ independence and objectivity
The Committee recognises the importance of auditors’
independence and receives reports from Deloitte during the
year in respect of their compliance with the fundamental
principles of objectivity, integrity and professional behaviour,
including independence. Deloitte has provided its annual
independence confirmation to the Audit and Risk Committee
in March 2024. The Committee reviews the policy on auditors’
independence and non-audit services annually, and takes into
consideration the nature, scope and appropriateness of non-
audit services supplied by the external auditors, while taking
into account that the provision of certain non-audit services
can be most effectively provided by the Group’s external
auditors.
The policy on auditors’ independence and non-audit services
was reviewed and approved during the year, with no
significant changes made. A copy of this policy may be found
on the Group’s website.
The Committee was satisfied with the external auditors’
independence and objectivity.
1 3 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Audit and non-audit fees
The Committee regularly reviews the audit fees to ensure
these are appropriate to enable an effective and high-quality
audit to be conducted. The fee for the 2023 Group audit is
£1.3 million (2022: £1.1 million). The increase in the fee is
primarily driven by an increase in audit market rates and
additional scope in relation to the audit of the Lawrence
acquisition, offset by a reduction in the number of legal
entities requiring statutory audits. Further information in
respect of the audit fee can be found in note 4 to the Group
financial statements.
During 2023, non-audit fees paid to Deloitte were 5.4%
(2022: 5.6%) of the annual Group audit fee. This work related
entirely to the provision of compliance or regulatory services
customarily performed by external auditors, including the
interim review, which is classed as a non-audit service.
Approval of the Audit and Risk Committee is required for all
non-audit services.
The Committee is satisfied that the provision of such
services does not, in any way, prejudice the objectivity and
independence of the external auditors.
Governance and Committee effectiveness
Key activities of the Committee in
the last twelve months
• Considered the effectiveness of the Group’s
cybersecurity controls
• Reviewed the Group’s whistleblowing arrangements
and reports
• Reviewed the fraud risk management processes and
approved the fraud risk management policy
• Reviewed the sustainability and climate change reporting
• Considered the effectiveness of risk management and
internal control systems
Governance
The Committee assessed the Group’s compliance with the
Code, which included receiving a report from management
outlining how each of the requirements of the Code had
been addressed.
The Committee also reviewed the Group’s non-financial
reporting practices and disclosures and assessed compliance
with the s172 requirements. This included a review of the
sustainability report, stakeholder engagement disclosures
and s172(1) statement.
The Committee is satisfied that the Group has complied with
the Code and non-financial reporting regulations.
Committee effectiveness
Committee effectiveness was included as part of the overall
internally facilitated effectiveness evaluation of the Board and
its committees, and the Committee was found to be effective.
The report on the Board and Committees evaluation can be
found on pages 118 to 119 and page 124.
Audit and Risk Committee
priorities for 2024
The priorities for the Committee for 2024 are set out below:
• Continued focus on financial reporting and related
internal controls including the Group’s climate change and
sustainability related disclosures
• Oversight of plans to prepare for, and respond to,
forthcoming changes in corporate governance, including
the updated UK Corporate Governance Code released in
January 2024, and financial reporting requirements
• Development of the Group risk management processes,
including the principal and emerging risks facing the
Group. This will include tracking progress of cybersecurity
risk management
• Reviewed the Group’s Principal Risks and Divisional
• Oversight of the Group’s ethics and compliance
Risk Registers
programme and related activities including fraud risk
management and controls
On behalf of the Audit and Risk Committee.
Margaret Amos
Chair, Audit and Risk Committee
6 March 2024
1 3 1
GOVERNANCE REPORT Remuneration report
The Committee believes that Tyman’s
Remuneration Policy remains credible,
effective and appropriately aligned to market
best practice.”
Paul Withers
Chair of the Remuneration Committee
Number of meetings:
6
Membership of the Committee as at
31 December 2023:
• Paul Withers (Chair) – appointed February 2020
• Nicky Hartery – appointed October 2020
• Pamela Bingham – appointed January 2018
• David Randich – appointed December 2021
• Margaret Amos – appointed 19 June 2023
Dear shareholder
On behalf of the Board, I am delighted to present the report
of the Company’s Remuneration Committee for the year
ended 31 December 2023.
As in previous years, this report is set out in three sections:
•
This Annual Statement, which summarises the key
decisions made by the Remuneration Committee during
the year and how they were arrived at
• Our proposed 2024 Remuneration Policy (pages 135
to 141), which is being submitted for approval by
shareholders at the 2024 Annual General Meeting (AGM)
•
The Annual Report on Directors’ remuneration, which
describes the implementation of our 2021 Remuneration
Policy (the Policy) in 2023, and how we intend to
implement our proposed 2024 Remuneration Policy this
year. This section of the report will be put to shareholders,
for an advisory vote, at the 2024 AGM (pages 143 to 158).
Leadership changes during the year
During the year, Tyman announced several changes to its
Board and executive team for which the Committee was
tasked with determining the remuneration arrangements in
line with the Policy approved by shareholders.
On 6 April 2023, it was announced that Jo Hallas was stepping
down as Chief Executive Officer after four years in that role.
In accordance with her service contract and the Policy, Jo
remains an employee and continues to receive base pay and
contractual benefits over her twelve-month notice period.
She remained eligible for an annual bonus in respect of
the 2023 financial year, pro-rated to reflect her period of
active service and with the timing and form of any payment
consistent with normal practice. Jo was treated as a ‘Good
Leaver’ for the purposes of her outstanding 2021, 2022 and
2023 LTIP awards, with full details of the time pro-rating
and performance testing of these awards set out on page
148. Jo is also subject to a post-employment shareholding
requirement in accordance with the Policy.
Effective from the same date, Jason Ashton, Chief Financial
Officer, was appointed as Interim Chief Executive Officer to
lead the execution of Tyman’s strategy to deliver shareholder
value until a permanent successor to Jo could be appointed.
To recognise and reward this increased responsibility and
workload, the Committee resolved that Jason would be
eligible for a stepping-up allowance of £15,000 per month
(equivalent to £180,000 per annum and a c.17% discount
to the difference between the 2023 CEO and CFO salary
levels). In addition, the Committee agreed that Jason’s
allowance should be bonusable at his normal opportunity
(125%) with the payout of this additional opportunity linked
to an assessment of his performance in leading the Group
through his tenure as Interim CEO and effecting a smooth
handover to a permanent successor at the appropriate time.
Further details of this assessment and resulting payments
are included on page 145. Jason returned to his role as Chief
Financial Officer effective 2 January 2024.
1 3 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Following a rigorous and extensive search process, Tyman was
delighted to announce the appointment of Rutger Helbing as
Chief Executive Officer with effect from 2 January 2024. With
over seven years’ experience as a FTSE Executive Director,
most recently as CEO of Devro plc, Rutger brings a wealth of
experience to the Tyman Board. Reflecting this background and
recognising that pay for the Chief Executive role at Tyman is at
an appropriate level, the Committee appointed Rutger on a base
salary of £600,000 per annum (being equal to the salary of his
predecessor plus an inflationary adjustment for 2024). In line
with his predecessor, Rutger is eligible for a pension contribution
of 7% of salary (in line with the majority of the wider workforce),
a maximum bonus of 150% of salary (commencing in 2024) and
an annual LTIP grant of 150% of salary.
Performance and reward in 2023
As outlined in the Chair’s Statement on pages 4 to 5 and Chief
Executive Officer’s Review on pages 30 to 32, the Group’s
performance in 2023 was in line with expectations, despite
a volatile and challenging external market environment .
Financial and operational highlights this year included:
•
•
•
•
an excellent adjusted operating cash conversion of 143%;
the successful acquisition of Lawrence Industries to
expand Tyman’s market-leading hardware portfolio in
North America;
validation of the Group’s ambitious carbon reduction
targets by the Science Based Targets initiative;
the Group’s best ever health and safety performance,
with a 29% year-on-year improvement in LTIFR and a 26%
improvement in TRIR; and
• good progress against all pillars of the Group’s ‘Focus,
Define, Grow’ strategy.
As disclosed in last year’s report, Executive Director salaries
were increased by 5.0% with effect from 1 January 2023,
which was in line with the increase awarded to other senior
executives but below the UK workforce average increase of
7.3%. Both the CEO and CFO also continued to receive cash in
lieu of pension contribution amounting to 7% of salary, in line
with the rate available to the wider UK employee population.
The annual bonus was operated in line with the Policy for
Executive Directors in 2023. 50% of the annual bonus was based
on adjusted PBT, with Tyman’s 2023 outturn of £75.0 million
resulting in an above target payout under this element. As noted
above, Tyman’s in-year cash performance was strong, with
the cash conversion of operating profit element of the bonus
significantly exceeding the stretch target set at the start of the
year, and the cash generation versus target coming in just below
maximum payout for that element (each 15% of the bonus
opportunity). Performance against the final bonus measure,
inventory days (weighted 20%), resulted in a payout of around
target for this element. Overall, this resulted in an annual bonus
outturn of 68.5% of maximum for Jason Ashton and Jo Hallas
(who, as noted above, was eligible for a pro-rated annual bonus
to reflect her period of service during 2023). The Committee
reviewed the formulaic outcome of the bonus in the context
of underlying performance, concluding that the outcome
appropriately reflected the Group’s robust performance in
challenging market conditions.
Additionally, and as also noted earlier in this report, Jason
Ashton was eligible for an incremental step-up bonus
opportunity determined by reference to his stepping-up
allowance payable for serving as Interim CEO. Following
year-end, the Committee assessed Jason’s performance
against the objectives set for him on assuming the Interim
CEO role and concluded that he had met these in full. In
making this determination, the Committee considered Jason’s
performance in leading the management team, leading the
negotiation and successful integration of Lawrence Industries,
and working effectively with the wider group of Tyman
stakeholders in a period of transition. Accordingly, a step-up
bonus amounting to £164,712 became payable to Jason, in
addition to the annual bonus payment set out in the previous
paragraph. 50% of the total bonus payouts earned by the
Executive Directors will be converted to Tyman shares under
the Deferred Share Bonus Plan (DSBP) and deferred for three
years. Further details, including bonus targets and outcomes,
are included on page 146.
The performance period for the LTIP awarded in 2021 ended
on 31 December 2023. This award was based 40% on 3-year
EPS growth, 25% on 2023 ROCE, 20% on relative TSR and
15% on a scorecard of four ESG measures. Actual adjusted
EPS for 2023 was 3.4% per annum higher than the 2020 base
year, whilst Tyman’s 2023 ROCE was 11.7%. In both cases,
outcomes were below the threshold targets set at the start
of the performance period, and resulted in no vesting under
these elements of the award. For the relative TSR element,
Tyman’s performance over the period was ranked at the
54th percentile vs. the constituents of the FTSE250 Index
(excluding investment trusts), warranting 36.4% vesting for
this element. The remainder of the LTIP was based on the ESG
scorecard, against which Tyman performed strongly, resulting
in 94.2% vesting for that element. In approving the overall
vesting outcome of 21.4% for the Executive Directors, the
Committee took into account the underlying performance of
the Company over the period, concluding that this supported
the overall formulaic outcome. Further details are included on
page 147.
Overall, the Committee is satisfied that pay outcomes in
respect of the year ended 31 December 2023 are appropriate
and commensurate with the Company’s underlying
performance and, accordingly, we have not applied any
discretion, either upwards or downwards.
Proposed revisions to the
Remuneration Policy
In line with the reporting regulations, we are required to
submit a new Remuneration Policy to shareholders for
approval at the upcoming AGM. The Committee reviewed
the current Policy during 2023 and concluded that it remains
credible, effective, and appropriately aligned to market
best practice. The Committee is also mindful that the
implementation of the current Policy in the past two years
has been strongly supported by shareholders, averaging
more than 99% support. We are, therefore, submitting a
substantially unchanged Policy to shareholders, save for
minor wording updates to reflect prevailing investor and
proxy advisor expectations.
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GOVERNANCE REPORT Remuneration report
The main changes of note to highlight are to:
• make it clear that Executive Director salary increases
will generally be no higher than the workforce rate in the
relevant Director’s country of residence (the current Policy
refers to such salary increases being broadly in line with
this rate);
• broaden the list of trigger events for our recovery and
withholding provisions, to include: calculation error;
corporate failure leading to the appointment of a
liquidator or administrator; and serious reputational
damage or breaches of applicable regulatory
requirements due to management failure; and
• be more explicit that, in keeping with our approach to
implementation, only Executive Directors deemed to
be ‘good leavers’ would be eligible to receive an annual
bonus relating to their year of cessation.
The Committee wrote to major shareholders in early 2024 to
seek feedback on the proposed Policy and on remuneration
at Tyman more broadly. No changes to the original proposals
were made as a result of this consultation, with the feedback
received being generally very positive and supportive of the
Committee’s approach.
Review of Chief Financial Officer
remuneration
Towards the end of the year, the Committee undertook its
periodic review of data for CFO positions in comparable FTSE
companies. This review indicated that our current package for
the role is positioned around the lower quartile of the market.
Over the period since joining Tyman almost five years ago, Jason’s
performance has been consistently strong, including in stepping
up to the Chief Executive role on an interim basis in 2023,
during which time he led the successful acquisition of Lawrence
Industries. Looking ahead to a new chapter in Tyman’s leadership,
the Board believes that Jason’s expertise, contribution and in-
depth knowledge of our business and the sector is of significant
value to Tyman’s stakeholders and will underpin further value
creation going forward. In recognition of this, the Committee
resolved that it would be appropriate to bring his remuneration
more into line with competitive CFO market levels in 2024.
Following consideration of the range of factors outlined above,
Jason’s salary was set at £410,000 with effect from 1 January
2024. This represents a c.13% increase on 2023, comprising a
9.8% merit increase and a 3.5% inflationary increase to align
with the budgeted level for Tyman’s senior executive population.
Additionally, and so that the increase in his total remuneration is
delivered across both fixed and variable/at-risk elements linked
to Tyman’s performance, Jason’s annual LTIP grant will increase
from 125% of salary to 150% of salary. The remainder of his
package will remain unchanged, with a pension contribution of
7% of salary (in line with the workforce) and a maximum bonus
opportunity of 125% of salary.
Implementation of the new Policy in 2024
The Committee remains confident that its approach to
incentivising and rewarding Executive Directors continues to
effectively support Tyman’s short- and long-term strategic
objectives and promote management and shareholder alignment.
1 3 4
As noted in the sections above, Rutger Helbing’s starting
salary was set at £600,000, whilst Jason Ashton’s salary as CFO
was increased to £410,000 with effect from 1 January 2024.
The average increase for UK employees for 2024 is 3.8%. In
the UK, Tyman remains an accredited Living Wage Employer
by the Living Wage Foundation and has implemented the
rates set by the Living Wage Foundation for 2023, resulting
in more significant increases for some of our entry level
operations and customer services colleagues.
Executive Directors will continue to receive cash in lieu of
pension at a rate of 7% of salary, in line with the UK workforce.
Maximum annual bonus opportunities will be 150% of salary
for the CEO and 125% for the CFO, with targets continuing to
be based 100% on financial performance. For 2024, the bonus
scorecard will be simplified to comprise three measures that
will be cascaded on a consistent basis into the organisation.
The bonus will continue to be linked to measures of profit and
cash performance, reflecting the key short-term operational
priorities for the Group and its Divisions that underpin
success longer-term: 60% of the bonus opportunity will
be based on Adjusted operating profit, 20% on Operating
cashflow “(OCF”, measured post-capex but before major
projects), and 20% on OCF conversion (as a % of Adjusted
operating profit).
2024 LTIP award levels will be 150% of salary for the CEO
and CFO, with the latter having been increased from 125% of
salary, as noted above. Vesting will continue to be based on a
blend of adjusted EPS, ROCE, relative TSR and a Sustainability
Scorecard, with full details of the target ranges for each of
these measures on page 156.
Employee engagement on
executive remuneration
In 2023, I met with diverse groups of Tyman employees in
the UK, the USA, Mexico and Italy in my capacity as Chair of
the Remuneration Committee. At these meetings, amongst
other things, we discussed how executive remuneration is
structured. Such meetings have provided the Remuneration
Committee with valuable insights into employee perceptions
of executive remuneration and have informed the
restructuring of the remuneration framework for the leaders
of Tyman North America, to ensure that the business is better
able to compete for talent.
Closing remarks
The Committee will continue to review the appropriateness
of the remuneration arrangements for Tyman in the
context of its strategy and culture, as well as wider market
developments. The Committee looks forward to your
continued support at the 2024 AGM, where I will be happy to
answer questions or receive feedback on any aspect of the
Group’s remuneration.
Paul Withers
Chair, Remuneration Committee
6 March 2024
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Remuneration policy report
This section sets out the Remuneration Policy for Executive and Non-executive Directors that will be submitted to shareholders
for approval at the 2024 AGM on 16 May 2024. If approved, the new policy will be effective for a period of up to three years
from that date (i.e. until the Group’s 2027 AGM). Details of the minor proposed revisions to the policy are set out in the Annual
Statement on pages 133 to 134.
The 2018 UK Corporate Governance Code sets out principles against which the Committee should determine the policy for
executives. A summary of these principles, and how the proposed Policy reflects these, is set out below:
Principle
Clarity
Simplicity
Risk
Predictability
Proportionality
Alignment to culture
Our approach
We remain committed to transparent Director pay decisions, with the rationale for
decisions, awards and, in particular, incentive targets and outcomes, published in detail.
Our Policy consists of fixed remuneration, annual and long-term incentive components
only. The share incentive and bonus schemes were designed with simplicity and
shareholder preference in mind.
The combination of reward for short-term business performance (50% deferred into
shares for three years) and long-term, sustainable earnings performance and returns
ensures the incentives drive the right behaviours for the Group, its shareholders,
employees and customers.
Formulaic outcomes produced by the performance conditions can be overridden where,
in the Committee’s opinion, they do not reflect the true performance of the business or
individual Directors’ contributions.
Furthermore, all variable pay awards are subject to malus and clawback provisions.
There are defined threshold and maximum pay scenarios, which we have disclosed on
page 142.
There is a clear and direct link between Group performance and individual rewards
under the annual bonus and LTIP. No variable remuneration is payable for performance
below a defined threshold level.
The Remuneration Committee has worked hard to formulate a Policy and incentive plans
that support a performance culture, driving sustainable growth, whilst also rewarding
appropriate short-term business performance, without encouraging excessive risk taking
or unsustainable Company performance.
Financial and non-financial incentive measures reflect and support business strategy.
Our assessment of annual performance considers both what is delivered and how the
Executive Directors have delivered it.
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GOVERNANCE REPORT Remuneration report
Link to strategy
Operation
Maximum opportunity Metrics
Base salary is paid monthly
in cash.
There is no prescribed
maximum salary.
Whilst there are no performance
targets attached to the
payment of salary, Company
and individual performance are
factors considered in the salary
review process.
Salary increases for Executive
Directors will generally be no
higher than the general annual
salary increase received by
Group employees in the relevant
Director’s country of residence.
The Committee retains the
discretion to award larger
increases, for example, to reflect
a change in role, development
and performance of a Director,
or to reflect an increase in
complexity of the Group.
No performance metrics apply.
No overall maximum level has
been set since some costs may
change in accordance with
market conditions.
Benefits are reviewed by the
Committee on an annual basis
and set at an appropriate
market rate.
The Executive Directors’ salaries
are set having regard to typical
pay levels at companies of a
similar size, internationality and
complexity.
Salaries are normally reviewed
annually and are, typically,
effective from 1 January each
year. When reviewing salaries,
the Committee considers all
relevant factors, including:
•
•
•
•
prevailing market and
economic conditions;
scope and responsibilities of
the role;
the level of increase for
other roles within the
business; and
Company and individual
performance.
Executive Directors are eligible
for a range of benefits, which
may include
•
•
•
•
•
life assurance cover;
critical illness cover;
private medical and
dental cover;
car allowance; and
professional tax and
financial advice.
Additional benefits may
also be provided in certain
circumstances, which may
include relocation and
associated expenses.
Other benefits may be offered
if considered appropriate,
reasonable and necessary by the
Committee and any reasonable
business-related expenses can
be reimbursed (including tax
thereon if determined to be a
taxable benefit).
Executive Directors are eligible
for other benefits introduced for
the wider workforce on broadly
similar terms.
Base salary
To pay Executive Directors at a
level commensurate with their
contribution to the Company
and appropriately based on skill,
experience and performance
achieved
The level of salary paid is
considered appropriate for
motivation and retention of the
calibre of executive required to
ensure the successful formation
and delivery of the Group’s
strategy and the management of
its business in the international
environment in which it operates
Benefits
To provide a range of market
competitive benefits to facilitate
the recruitment of high-calibre
individuals and encourage their
retention
1 3 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Link to strategy
Operation
Maximum opportunity Metrics
Pension
To provide a market-competitive
benefit for retirement, to
facilitate the recruitment of
high-calibre individuals and
encourage their retention
Executive Directors are eligible
to participate in the relevant
pension arrangements offered
by the Group or to receive a
cash salary supplement in lieu of
pension entitlement.
The maximum pension
contribution/allowance for
Executive Directors is set in line
with the majority of the wider UK
workforce (currently 7% of base
salary).
No performance metrics apply.
Annual bonus
To incentivise and reward
achievement of annual goals
consistent with the strategic
direction of the business
To create further alignment
with shareholders’ interests via
the delivery and retention of
deferred equity
The Committee may amend
the form of any Executive
Director’s pension arrangements
in response to changes
in legislation or similar
developments, provided
that the amendment does
not materially increase the
cost to the Company of the
pension provision.
Rewards annual performance
against targets set and assessed
by the Committee.
The maximum annual bonus
opportunity for the Executive
Directors is 150% of salary.
Any bonus payable under the
annual bonus scheme is paid
50% in cash and 50% in shares
deferred for three years under
the Deferred Share Bonus Plan
(DSBP) and is not pensionable.
Dividend equivalents may accrue
on deferred bonus shares during
the deferral period and be paid
at the Committee’s discretion on
vested deferred bonus shares at
the time of vesting.
Three-year recovery and
withholding provisions apply.
The Committee has discretion
to override formulaic outcomes
(under both financial and
non-financial metrics) if
deemed appropriate.
Performance metrics are
selected annually based on the
objectives of the business at the
time, with the majority of the
bonus linked to financial metrics.
Annual financial performance
targets have, historically, been
focused on profit and cash
generation metrics.
Performance below threshold
results in zero payment.
Payments normally rise from
0% to 100% of the maximum
opportunity for performance
between the threshold and
maximum targets.
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GOVERNANCE REPORT Remuneration report
Link to strategy
Operation
Maximum opportunity Metrics
Long Term Incentive Plan
Awards are subject to the
achievement of defined targets
measured over three financial
years, starting at the beginning
of the financial year in which the
award is made.
In respect of each performance
measure, performance below
threshold results in zero vesting.
The starting point for the vesting
of each performance element
will be no higher than 25% of
the maximum opportunity and
will rise in a straight-line basis to
100% of maximum opportunity
for attainment of levels of
performance between threshold
and maximum.
Awards will be granted subject
to performance conditions that
measure the long-term success
of the Company. The Committee
may introduce or re-weight
performance measures so that
they are directly aligned with the
Company’s strategic objectives
for each performance period.
No performance metrics apply.
To align the interests of
senior executives to those of
shareholders in developing
the long-term growth of the
business and execution and
delivery of the Group’s strategy
To facilitate share ownership
150% of salary
Consists of awards of shares
or nil-cost options that vest
subject to the achievement of
performance conditions.
Participation and individual
award levels will be determined
at the discretion of the
Committee and within the
approved limits of the policy.
The Committee reviews the
LTIP performance measures in
advance of each grant to ensure
their ongoing appropriateness
and, where material changes
to performance measures
are proposed, it consults with
shareholders.
Awards made under the LTIP
are non-pensionable and will
normally require Executive
Directors to retain any awards
that vest, net of tax, (whether
held as shares or options) for a
minimum of two further years
from the date of vesting.
Three-year recovery and
withholding provisions apply.
Dividend equivalents may
accrue during the vesting period
and be paid to the extent that
awards vest.
The Committee has discretion
to override formulaic outcomes
(under both financial and
non-financial metrics) if
deemed appropriate.
Shareholding requirements
To motivate and reward
the creation of long-term
shareholder value. To ensure
alignment with shareholders’
interests
Executive Directors are
required to build and maintain
a minimum shareholding
equivalent to 200% of basic
salary, normally to be achieved
within five years of appointment.
Executive Directors are required
to retain at least 50% of shares
vesting (after any disposals
necessary to pay associated
tax charges) or such higher
percentage (as the Committee
may determine, in light of the
extent to which the holding
requirement has been met)
under both the DSBP and
the LTIP until the minimum
shareholding is reached.
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TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Link to strategy
Operation
Maximum opportunity Metrics
Post-employment shareholding requirement
No performance metrics apply.
To further strengthen alignment
with shareholders’ interests in
the long term
Executive Directors are required
to retain a minimum number
of shares for two years post-
employment equivalent to the
lower of 100% of basic salary
or the actual shareholding at
the time of departure. This
is enforced by having such
shares deposited in accounts
that require the Company’s
approval for their release. Shares
purchased by Executive Directors
and shares under any buy-out
awards are not included for the
purpose of post-employment
shareholding.
Chair and Non-executive Director fees
To attract and retain high-calibre
Non-executive Directors
The Board’s Chair fee is set by
the Committee. Non-executive
Director fees are set by
the Board.
Aggregate annual fees to
Directors are limited to £700,000
under the Company’s Articles of
Association.
No performance metrics apply.
Fees are normally reviewed
annually, but not necessarily
increased. Reviews take into
account the time commitment,
responsibilities and fees paid
by companies of a similar size
and complexity.
Fee increases, if applicable,
normally take effect from
1 January.
Additional fees may be paid to
Chairs of Board Committees, to
the Senior Independent Director
and to the Non-executive
Director designated as being
responsible for employee
engagement.
If there is a temporary, yet
material, increase in the
time commitments for Non-
executive Directors, the Board
may pay extra fees on a pro
rata basis to recognise the
additional workload.
No eligibility to receive bonuses
or retirement benefits or to
participate in the Group’s
long-term incentive plans or
employee share plans.
Any reasonable business-
related expenses can be
reimbursed (including tax
thereon if determined to be a
taxable benefit).
This may include a travel
allowance to reflect the
additional time commitment
of intercontinental travel
required of the Non-executive
Directors, based on their home
location and the location of the
Board meeting.
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GOVERNANCE REPORT Remuneration report
Notes to the Remuneration policy table
1. Recovery and withholding provisions may be applied to cash
bonuses, DSBP awards and LTIP awards in the circumstances
of a material misstatement, gross misconduct, a material
misjudgement of the performance of the Company,
calculation error, corporate failure leading to the appointment
of a liquidator or administrator, or either serious reputational
damage or breaches of applicable regulatory requirements
due to management failure.
2. For the avoidance of doubt, by approval of the policy, authority
has been given to the Company to honour any commitments
entered into with current or former Directors that have been
disclosed to shareholders in previous Directors’ Remuneration
reports. Details of any payments to former Directors, where
required by relevant regulations, will be set out in the Annual
Report on Directors’ Remuneration as they arise.
3. The Remuneration Committee retains discretion over the
operation of certain elements of pay, particularly variable
pay. This includes the overriding discretion to adjust either
the annual bonus or LTIP if the formulaic outcome is not
considered to be reflective of Company performance. In
addition, the Committee may adjust elements of each plan
including, but not limited to:
• participation;
•
•
the timing of the grant and/or payment;
the size of an award (up to plan limits) and/or payment;
• discretion relating to the measurement of performance in
the event of a change of control;
• determination of a good leaver for incentive
plan purposes;
•
•
•
adjustments required in certain circumstances (e.g. rights
issues, corporate restructuring and special dividends);
in certain circumstances to grant and/or settle bonus or
LTIP awards in cash; in practice, this will only be used in
exceptional circumstances for Executive Directors;
the revision of any formulaic outcomes of bonus and
LTIP awards downwards or upwards in the event that
an exceptional negative or positive event occurs during
the bonus year in question; however, in practice, the
Committee would not normally expect to revise any
formulaic outcomes upwards; and
•
the ability to recognise exceptional events within the
existing performance conditions.
4. Annual bonus performance metrics are determined
at the start of each year based on the key business
priorities for the year. The majority will be based on clear
financial targets that may include, but are not limited to,
profit and cash generation as, when combined, these
are considered to be strong indicators of sustainable
growth. Targets for the annual bonus are set with
reference to Tyman’s strategy and internal budget, as
well as taking into account relevant external reference
points (e.g. broker consensus and market outlook). This
approach aims to ensure that the target range set is
appropriately challenging, without encouraging excessive
risk-taking.
1 4 0
5. LTIP performance metrics are determined at the time of
grant. Performance measures may include measures of
profitability (such as EPS), measures of capital allocation
discipline (such as ROCE), measures linked to other
strategic priorities (such as ESG) and other measures of
long-term success (such as relative TSR). These measures
align with the Company’s goal of value creation for
shareholders through financial growth and above market
returns. Performance against targets may also be subject
to appropriate discretionary underpins. Target setting for
the LTIP follows a similar approach to that used for the
annual bonus, as detailed above
Executive Directors’ service agreements
and exit payment policy
The service agreements of the Executive Directors provide for
a notice period of no more than twelve months from either
party. On termination of their contract by Tyman, and during
the period of notice, Executive Directors would be eligible
to be paid their salary, pension contributions and other
employment benefits (but not annual bonus or grants under
long-term incentive plans) until the earlier of the end of the
notice period or the Director obtaining full-time employment,
with an obligation on the part of the Director to mitigate.
Payments will normally be made monthly, although the
Committee retains discretion to agree settlement terms.
These may include a pro rata bonus in respect of the
period worked by the Executive Director up until the date
of termination in cases where the individual is categorised
as a ‘good leaver’ by the Committee. Bonuses in the final
year of employment may also be settled in cash. The
Committee may pay reasonable outplacement and legal
fees where considered appropriate. The Committee may pay
any statutory entitlements or settle or compromise claims
in connection with a termination of employment, where
considered in the best interests of the Company.
Executive Directors who are categorised as ‘good leavers’
by the Committee will, generally, be eligible to receive
outstanding awards under the Executive Share Plans as they
vest in future years. Awards that vest under the LTIP post-
employment will normally be prorated to reflect the fact that
the Executive Director was not employed for the entire period
under measurement. The Committee retains discretion to
waive the post-vesting holding period requirement for good
leavers depending on circumstances. Similar provisions apply
in the event of a change of control.
In the event that an Executive Director is dismissed for
reasons constituting gross misconduct, all unvested awards
under Executive Share Plans lapse and the Committee retains
no discretion in this regard.
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Non-executive Directors’ letters of
appointment and shareholding guidelines
The Chair 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. Non-executive Directors are employed for terms
of three years’ duration, terminable on a month’s notice by
the Company or the Director. All Non-executive Directors
are required to undertake that they will submit themselves
for re-election at each Annual General Meeting occurring
during their term of office and no Non-executive Director
will serve more than three terms of three years without prior
shareholder approval.
Non-executive Directors do not have a minimum shareholding
requirement; however, they are expected to acquire and
retain a shareholding in the Group for the duration of their
appointment.
Other policies
Recruitment of Executive Directors
The Committee’s general policy on recruitment is that the
structure of remuneration for new Executive Directors should
be in line with the Policy in force at that time, with base salary
set taking into account a range of factors, including the salary
for the incumbent and the candidate’s relative experience in
role. The Committee may agree that the Company will meet
certain relocation and associated expenses of a new Executive
Director, subject to circumstances.
For a new Executive Director, their annual bonus framework
and LTIP awards will be in line with the limits set out in the
Remuneration Policy table. Depending on the timing of the
appointment, the Committee may deem it appropriate to
set different annual bonus performance conditions to the
current Executive Directors for the first year of appointment.
An LTIP award can be made shortly following an appointment
(assuming the Company is not in a Closed Period).
Where individuals are promoted to the Board from within the
Group, their existing share grants or awards will be allowed to
pay out on their original terms.
In certain circumstances, and in order to secure the
services of an outstanding candidate, it may be necessary
to make an award to a new Executive Director to buy out
unvested share or cash awards forfeited on leaving their
previous employment. Any such awards would be subject
to independent confirmation of the existence, forfeiture on
departure and probability of these historical awards vesting
had the new Executive Director remained in post. In doing so,
the Committee will seek to do no more than match the fair
value of the awards forfeited, taking account of performance
conditions attached to these awards, the likelihood of those
conditions being met and the proportion of the vesting
period remaining. Such awards may be made using existing
arrangements or using the flexibility provided by the Listing
Rules to make awards without prior shareholder approval.
Any such awards would be made in cash or in shares in Tyman
plc and may be subject to performance conditions attached
to Tyman.
Appointment of Non-executive Directors
New Non-executive Directors appointed to the Board will
be paid in line with the fee rates applicable at that time.
The Committee will review the fee for a new Chairman on
appointment, taking into account a range of factors, including
the fee for the incumbent and the candidate’s relative
experience in role. All Non-executive Director appointments
will be subject to the same provisions concerning annual
re-election and shareholdings as the then current
Non-executive Directors.
Policy on external appointments
Executive Directors are allowed to accept external
appointments as Non-executive Directors. In respect of
quoted companies, this is limited to one other quoted
company, subject to Board approval, provided that these are
not with competing companies and are not likely to lead to
conflicts of interest. Executive Directors would normally be
allowed to retain the fees paid from these appointments.
Executive Directors may not serve as the Non-executive Chair
of another quoted company.
Other share plans
The Executive Directors may participate in any all-employee
share plans on the same basis as other employees in their
country of residence. The maximum level of participation is
subject to the limits imposed by HMRC (or a lower cap set by
the Company).
Employment conditions elsewhere in the Group
The Remuneration Policy for Executive Directors is consistent
with that for other employees save lower levels of incentive
opportunity based on seniority and market norms. All
senior management employees of the Group participate in
bonus arrangements, with all permanent UK, US and other
international employees eligible to participate in one or
more share schemes. Employees in certain other jurisdictions
are also eligible to participate in all-employee share plans.
Although the Committee does not consult directly with
employees on the Directors’ Remuneration Policy, the
Committee considers any feedback gathered by management
or the designated NED as well as the general basic salary
increase, remuneration arrangements and employment
conditions for the broader employee population when
determining remuneration policy for the Executive Directors.
Consultation with shareholders and
shareholder bodies
The Committee is committed to regular engagement
with shareholders and governance bodies. In advance of
implementing any material future changes to the Executive
Directors’ remuneration, the Committee would normally
engage in consultation with shareholders.
All Committee members attend the Annual General Meeting
and the Committee Chair may also be contacted through
the Group’s registered office or via email to the Group’s
Secretariat (cosec@tymanplc.com) to answer any questions
shareholders or shareholder bodies may have in relation to
the Group’s remuneration policy.
1 4 1
GOVERNANCE REPORT Remuneration report
lllustrative performance scenarios
Performance scenarios for each Executive Director, for the financial year 2024, are set out below, showing an indication of the
level of remuneration that would be received at minimum, on-target and maximum performance.
3000
2500
2000
1500
1000
’
0
0
0
£
n
o
i
t
a
r
e
n
u
m
e
R
500
0
£2,912k
46.4%
£2,462k
36.6%
36.6%
30.9%
£1,562k
28.8%
28.8%
£662k
£1,893k
48.7%
£1,586k
38.8%
32.3%
27.1%
£1,022k
30.1%
25.1%
£458k
100%
42.4%
26.8%
22.7%
100%
44.8%
28.9%
24.2%
Minimum
On-target
Maximum
Maximum
+50% share
price growth
Minimum
On-target
Maximum
Maximum
+50% share
price growth
Rutger Helbing
Jason Ashton
Fixed
Annual bonus
LTIP
Four scenarios have been illustrated for each Executive Director:
Minimum performance
Fixed remuneration
No annual bonus
No vesting of LTIP awards
On-target performance
Fixed remuneration
50% annual bonus payout (CEO: 75.0% of salary, CFO: 62.5% of salary)
50% of LTIP awards vest (CEO: 75.0% of salary, CFO: 75.0% of salary)
Maximum performance
Fixed remuneration
100% annual bonus payout (CEO: 150% of salary, CFO: 125% of salary)
100% of LTIP awards vest (CEO: 150% of salary, CFO: 150% of salary)
Maximum + 50% share price
growth
Fixed remuneration
100% annual bonus payout (CEO: 150% of salary, CFO: 125% of salary)
100% of LTIP awards vest (CEO: 150% of salary, CFO: 150% of salary) and 50% share price
growth applied to the LTIP award
1 4 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
The fixed pay element is based on the following elements:
• Base salary is the base salary effective for Rutger Helbing and Jason Ashton for the year ending 31 December 2024, as set
out on page 156.
•
For Jason Ashton, benefits are the annualised value of benefits paid in the year ended 31 December 2023, as set out in the
table of Directors’ remuneration on page 145. For Rutger Helbing, the benefits figure reflects a current best estimate of the
value of benefits payable in the year ending 31 December 2024.
• Cash contribution in lieu of pension of 7% of base salary.
Annual report on Directors’ remuneration
The Annual Report on Directors’ remuneration set out below (together with the Remuneration Committee Chair’s Annual
Statement) will be put to a single advisory shareholder vote at the 2024 AGM. This report sets out the pay outcomes in respect
of the 2023 financial year and explains how the Committee intends to operate in 2024, under the proposed Remuneration
Policy that is being submitted for binding shareholder approval at the AGM. The information from the single figures of total
remuneration for Directors on page 145 to the end of the section on payments to past Directors on page 151 has been audited.
The remainder of the Annual Report on Directors’ remuneration is unaudited.
Role of the Remuneration Committee
The Remuneration Committee is responsible for setting and implementing the Remuneration Policy for the Executive Directors
and the Company’s Chair.
In addition, the Committee considers the remuneration arrangements for all senior executives in the Group and other relevant
senior managers. This ensures a consistent application of Remuneration Policy across the Group and aligns all senior managers’
remuneration to the Group’s strategic objectives. Remuneration received reflects the contribution made by senior executives to
the business, the performance of the Group, the size and complexity of the Group’s operations and the need to attract, retain
and incentivise executives of the highest quality.
Committee membership
The members of the Committee during the year ended 31 December 2023 were as follows:
Remuneration Committee member
Paul Withers (Chair)
Nicky Hartery
Pamela Bingham
Helen Clatworthy1
Dave Randich
Margaret Amos
Appointed to the Committee
February 2020 (Chair since end of March 2020)
October 2020
January 2018
January 2017
December 2021
June 2023
1
Helen Clatworthy stepped down from the Board and Committee on 21 July 2023.
All members of the Committee are independent Non-executive Directors. The Chief Executive attends meetings at the invitation
of the Committee Chair. The General Counsel & Company Secretary acts as secretary to the Committee. Other individuals such
as external advisers may be invited to attend all or part of any meeting, as and when appropriate and necessary. None of these
individuals were present for or participated in any discussion in respect of their own remuneration.
The Committee held four scheduled meetings during the year to coincide with the Company’s reporting cycle, including
the approval of the Annual Report, and the management of the Executive Directors’ remuneration and incentive plans. The
Committee also met formally on two other occasions, to consider remuneration arrangements for interim Executive Directors,
CEO recruitment and other ad hoc matters. The meetings (members’ attendance at which is summarised on page 116) were
conducted in person, using secure online meeting technology to facilitate attendance on occasions when members and other
attendees were unable to be physically present.
The Committee operates under the terms of reference approved by the Board. The terms of reference were reviewed by
the Committee during the year to ensure they: remained relevant for the aims of the Committee; continued to meet the
requirements of the business, the Group’s shareholders and other stakeholders; and reflected changes in corporate governance
best practice. The terms of reference may be found on the Group website.
1 4 3
GOVERNANCE REPORT Remuneration report
Committee activities during the year
The Committee considered the following matters during the past twelve months:
Leadership transition
• Approved the leaver arrangements for Jo Hallas
• Approved the remuneration arrangements for Jason Ashton as Interim CEO
• Approved the remuneration arrangements for Rutger Helbing as the new CEO
CFO remuneration
• Conducted a periodic review of the CFO’s remuneration package
• Approved increases to the salary and LTIP opportunity with effect from January 2024
Salaries and fees
• Reviewed and approved the base salaries to be paid to senior managers from
1 January 2024, taking account of pay award trends across the Group
• Reviewed the Board Chair’s fee
Bonus
• Approved the structure of the 2024 bonus for the Executive Directors and senior managers
•
Following the end of the year, reviewed and approved payouts under the 2023 bonus
Share plans
• Approved the proposed participant list, award opportunities and targets for the 2023 LTIP
•
Following the end of the year, reviewed and approved the vesting outcome of the 2021 LTIP
• Approved the terms of the UK, US and International Employee Sharesave plans
Remuneration Policy
• Considered minor revisions to Policy to ensure it remains fit-for-purpose and aligned with
our culture, strategy and stakeholder interests
• Commenced a consultation with major shareholders on the proposed Policy
Governance
•
Ensured the Group complied with gender pay gap and CEO pay ratio reporting requirements
• Reviewed the Committee’s terms of reference, in line with the Code
• Assessed the Committee’s performance and monitored progress against its set objectives
•
Following the end of the year, reviewed and approved this 2023 Remuneration Report
Stakeholder engagement
The Committee considered feedback received in advance
of the 2023 AGM during the year. As noted earlier in
the report, the Committee also engaged with Tyman’s
largest shareholders on minor proposed changes to
the Remuneration Policy, and on changes to the CFO’s
remuneration for 2024.
During the year, we had regular engagement with diverse
groups of employees around the business covering the UK,
USA, Mexico and Italy. This engagement was co-ordinated
through the Committee Chair and the Non-executive
Director responsible for employee engagement. Discussions
included, among other matters, our approach to how
executive remuneration is structured. We gained valuable
insight around our employees’ perception of executive
remuneration, which were fed back to the Committee for
further consideration. This resulted in the restructuring of
the remuneration framework for the leaders of Tyman North
America, which positions the Company more competitively in
the US talent market.
External advisers
During 2023, the Committee was advised by Ellason LLP
(“Ellason”). Ellason was appointed by the Committee as its
independent remuneration adviser following a competitive
tender process in 2020 and the transfer of the lead adviser
from another practice to Ellason with effect from 1 January
2021. Total fees for Ellason’s advice provided to the Committee
during the year were £55,995, excluding VAT (and charged
on a time and materials basis). Ellason provided advice to
the Committee on all aspects of its agenda during the year,
including remuneration policy and incentive design, target
setting, benchmarking, aspects of remuneration governance,
and the implications for remuneration of the leadership
transition. Ellason reports to the Chair of the Committee and
has provided no other service to the Group during the year.
The Committee has also reconfirmed that the individuals
providing remuneration advice to the Committee do not
have any connections with the Company that may impact
their independence.
During 2023, the Committee also commissioned a
benchmarking report from Willis Towers Watson covering the
pay of senior executives. Total fees payable in respect of this
report amounted to £8,975.
Both Ellason and Willis Towers Watson are signatories of the
Remuneration Consultants Group Code of Conduct and any
advice received is governed by that Code, which sets out
guidelines to ensure that advice provided is independent and
free of undue influence.
1 4 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Remuneration outcomes for 2023
Single figure of total remuneration (audited)
The following table sets out the single figure of total remuneration for Directors for the financial years ended 31 December 2022
and 2023 (all numbers shown have been rounded):
Year
ended
31
December
Salary/
fees
£’000
Benefits1
£’000
Annual
bonus:
cash
£’000
Annual
bonus:
deferred2
£’000
Vested
LTIP
awards3
£’000
Cash
Payments
in lieu of
pension4
£’000
Total
remun-
eration
£’000
Other
£’000
Total
fixed
£’000
Total
variable
£’000
Executive Directors
Jo Hallas5
Jason Ashton6
Non-executive Directors
Nicky Hartery
Paul Withers
Pamela Bingham
Helen Clatworthy7
Dave Randich8
Margaret Amos9
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
2023
2022
151
550
493
344
215
205
73
70
61
58
36
62
70
67
34
–
4
20
20
20
78
91
237
47
78
91
237
47
82
352
77
251
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
11
39
25
24
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
404
1,143
1,089
733
215
205
73
70
61
58
36
62
70
67
34
–
166
609
538
388
215
205
73
70
61
58
36
62
70
67
34
–
238
534
551
345
–
–
–
–
–
–
–
–
–
–
–
–
1 The benefits provided to the Executive Directors included a car allowance (£17,500 per annum) and private medical insurance. There were no
changes to the benefit policies or levels during the year.
2 Deferred bonuses are not subject to further performance or service conditions.
3 2023 figures: The LTIP value captured in the table above reflects an estimated value of 2021 LTIP awards that are due to vest in 2024, based on
the average share price for the three months to 31 December 2023 of 270.1p, and will be trued up in next year’s Remuneration report to reflect
the share price on the vesting date. None of the value of the LTIP is attributable to share price appreciation; the share price declined by 22.7%
since the grant date. 2022 figures: The LTIP figures shown are based on the market price on the date of vesting. These amounts have been
revised upwards from last year’s report to reflect the actual share price on the date of vesting (but which remained below the grant price).
Jo Hallas and Jason Ashton each received cash in lieu of pension amounting to 7% of earned base salary. The Executive Directors are not
members of any of the Group pension schemes.
Jo Hallas stepped down as Chief Executive Officer on 6 April 2023. Figures shown in the table relate to the period 1 January 2023 to 6 April 2023.
Details of Jo’s other remuneration in connection with her cessation of employment are set out in the relevant section on page 151.
4
5
6 The 2023 base salary figure for Jason Ashton includes the non-pensionable stepping-up allowance payable in respect of his service as Interim
CEO. Similarly, his annual bonus figures include the additional bonus opportunity payable on this stepping-up allowance, as detailed on
page 146.
7 Helen Clatworthy stepped down from the Board and Committees on 21 July 2023.
8 Dave Randich’s fees include a travel supplement of £15,000 per annum.
9 Margaret Amos was appointed to the Board on 19 June 2023 and assumed the role of Chair of the Audit and Risk Committee from 21 July 2023.
1 4 5
GOVERNANCE REPORT Remuneration report
Determination of the 2023 Group Bonus Plan (audited)
The maximum bonus opportunities for Executive Directors in respect of the 2023 financial year were 150% of base salary for Jo
Hallas and 125% of base salary for Jason Ashton. Of any amounts payable, 50% is paid in cash and 50% is deferred in shares that
vest after three years. The outcome of the 2023 bonus, alongside the performance targets set, is shown below: The maximum
bonus opportunities for Executive Directors in respect of the 2023 financial year were 150% of base salary for the Chief Executive
Officer, and 125% of base salary for the Chief Financial Officer. Of any amounts payable, 50% is paid in cash and 50% is deferred
in shares that vest after three years. The outcome of the 2023 bonus, alongside the performance targets set, is shown below:
Measure
Profit1 performance versus target3
(50% weighting)
Cash conversion of operating profit
(15% weighting)
Cash generation versus target4
(15% weighting)
Inventory days5
(20% weighting)
Total bonus achieved
Threshold
0%
Target
50%
Exceeds
100%
Performance
achieved
Payout as
% of
maximum2
£62.3m
£73.3m
£84.3m
£75.0m
28.8%
90%
100%
110%
143%
15.0%
£104.3m
£115.9m
£127.5m
£127.3m
14.8%
130
111
92
111
9.9%
68.5%
Note: numbers displayed are rounded up to aid clarity. However, payouts are based on unrounded outturns.
1 Profit is defined as Adjusted Profit before Tax.
2 Calculation is performed on the basis of targets and performance in £’000 rounded to one decimal percentage place.
3 Profit performance versus target is measured on a constant currency basis.
4 Cash generation targets for the Group exclude the investment impact of major projects. The Group recorded an Adjusted Operating Cash Flow
5
in the year of £120.5 million and the investment impact of major projects in the year was £6.8 million.
Inventory days is calculated in line with standard OneStream methodology used for inventory reporting and is based on gross inventory and the
last three months of cost of sales annualised.
The annual bonus for Jo Hallas was pro-rated to reflect her period of active service during the year.
As noted in the Annual Statement, to incentivise and reward Jason Ashton during his period serving as Interim CEO, the
Committee resolved that his stepping-up allowance of £15,000 per month would be bonusable at his normal opportunity level.
Following year end, the Committee reviewed Jason’s performance in leading the Group between April 2023 and January 2024,
and in effecting a smooth handover to the new CEO, Rutger Helbing. The Committee approved a bonus payout of £164,712, 50%
of which will be deferred in shares for three years. In making this assessment, the Committee noted in particular Jason’s strong
performance in leading the management team, leading the negotiation and successful integration of Lawrence Industries, and
working effectively with the wider group of Tyman stakeholders in a period of transition. The values shown in the single-figure
table for Jason are based on the aggregated total of these two bonuses.
DSBP awards granted during the year (audited)
The table below details the deferred shares granted on 10 March 2023 in respect of the 2022 annual bonus award:
Director
Jo Hallas
Jason Ashton
Number of
shares1
Share price –
five-day
average2
Face
value3
Vesting
date
36,875
19,245
£2.461
£2.461
£90,749 March 2026
£47,362 March 2026
1 Shares are deferred for three years.
2 Over the five trading days preceding the date of grant (five trading days ended 9 March 2023).
3 The actual value will be the value at the vesting date and will include dividend equivalents awarded in shares.
1 4 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 LTIP awards vesting in March 2024 (audited)
LTIP awards were made to Jo Hallas and Jason Ashton on 21 May 2021, subject to performance measured over three years
ended 31 December 2023. Vesting was based on performance against the targets outlined below, which linked to the Company’s
adjusted EPS, ROCE, relative TSR and ESG performance over the three-year performance period.
Measure
Adjusted EPS growth (CAGR)
2023 ROCE
Relative TSR ranking vs FTSE250 Index (xIT)
Safety: 2023 TRIR
Environment: 2023 TCO2 per £m revenue
Impact: 2023 sustainable product revenues
Culture: employee engagement
Performance range1
Outturn2
Threshold
(25%
vesting)
Stretch
(100%
vesting)
Actual
performance
% vesting
Weighting
40.00%
25.00%
20.00%
3.75%
3.75%
3.75%
3.75%
4.5% p.a.
12.0% p.a.
3.4% p.a.
13.0%
14.2%
11.7%
Median Upper quartile 54th percentile
5.5
64.0
17%
4.0
48.0
20%
See commentary below
TOTAL LTIP vesting
4.2
48.7
23.3%
100.0%
90.0%
21.4%
0.0%
0.0%
36.4%
90.0%
96.7%
1 Straight-line vesting between these points. No award is made if performance is below threshold.
2 No adjustments have been made to reported adjusted EPS or ROCE for the purposes of the LTIP.
Assessment of the Culture element of the LTIP was based on a qualitative assessment of improvement by the Workforce
Engagement NED, taking into account factors such as eNPS, ethics training and incidents, diversity and inclusion, and
talent development. Following year end, the Committee invited Pamela Bingham to present her assessment of the Group’s
performance against these factors, also taking into account the feedback that she has received from employees more generally
over the period, in her role as Workforce Engagement NED. Based on this assessment, and following a robust discussion by the
Committee, it was resolved that the Culture element would vest as to 90% of maximum, due to the strong positive perception
from employees of the Company’s culture, as conveyed through analysis of the business-wide culture and ethics surveys, in
addition to discussions at skip-level meetings. However, Pamela noted that diversity and inclusion was identified as an area for
the Company to strengthen.
Date of award
Normal
vesting
date 1
Number
of shares
under award
Dividend
Equivalent
Shares
Director
Jo Hallas
Jason Ashton
21 May 2021
May 2024
21 May 2021
May 2024
128,194
118,445
14,760
13,638
Number
of shares
vested
30,592
28,265
Number
of shares
lapsed
Estimated
award value
on vesting2
112,362
103,818
£82,629
£76,344
1 The awards are subject to a two-year holding period after vesting.
2 The estimated award value on vesting is based on the shares vesting (including Dividend Equivalent Shares) and the average share price for the
three months to 31 December 2023 (of 270.1p).
3 Reflecting her treatment as a ‘good leaver’, Jo’s original 2021 LTIP award of 205,111 shares was time pro-rated to take account of the period
elapsed between the date of grant and 6 April 2023.
1 4 7
GOVERNANCE REPORT Remuneration report
LTIP awards granted during the financial year (audited)
LTIP awards were granted to Jo Hallas and Jason Ashton on 10 March 2023, with face values of 150% of salary for Jo Hallas and
125% of salary for Jason Ashton.
Director
Jo Hallas3
Jason Ashton
Award
scheme Date of award
Normal
vesting
date 1
Number of
shares
awarded
Face value
of award
£’000
Share price2
Share award
receivable
at lower
threshold
LTIP – nil cost
options
LTIP – nil cost
options
10 March 2023 March 2026
351,991
10 March 2023 March 2026
183,705
866
452
£2.461
87,997
£2.461
45,926
1 The awards are subject to a two-year holding period after vesting.
2 Calculated by reference to the five-day average closing price prior to the grant date (five trading days ended 9 March 2023) of £2.461.
3 Reflecting her treatment as a ‘good leaver’, Jo’s 2023 LTIP award was subsequently time pro-rated (to 8,671) to take account of the period
elapsed between the date of grant and 6 April 2023.
Vesting of the 2023 awards is based on four measures over a three-year period commencing 1 January 2023. Any awards vesting
for performance will be subject to an additional two-year holding period, during which time clawback provisions will apply.
Performance will be measured against the targets as set out below:
Measure
Adjusted EPS
ROCE
Relative TSR
Sustainability
Scorecard
Safety
Sustainable
Operations
Sustainable
Solutions
Sustainable Culture
Weighting
Basis of measurement
40%
25%
20%
3.75%
3.75%
3.75%
3.75%
2025 adjusted EPS
three-year average, 2023–25
Ranking vs constituents of the
FTSE250 Index (xIT)
2025 TRIR3
2025 TCO2e per £m revenue4
% revenue from sustainable
products in-use5
Threshold
(25% vesting)
Stretch
(100% vesting)
39.6p
12.8%
48.7p
14.2%
Median
Upper quartile
4.5
49
3.5
36
21.0%
24.0%
Employee engagement
Qualitative assessment6
1 Due to a typographical error, the pence range set out in last year’s report did not align with that approved by the Committee. The approved
range represents a compound annual growth rate of 4.5% to 12.0% p.a. applied to 2022 Adjusted EPS outturn of 34.7p.
2 ROCE is based on a three-year average to FY25. The reduction to the target range (vs 2022 awards) is considered by the Committee to
appropriately reflect a challenging and uncertain macroeconomic environment, and its overarching aim to set stretching but achievable targets
for participants. The maximum vesting requirement is set slightly above our medium-term target.
3 Total Recordable Incident Rate. Aligns with Tyman’s stated ambition to achieve a TRIR of <3.0 by 2026.
4 Tonnes of carbon dioxide equivalents per £m revenue is a measure of operational carbon emissions. Aligns with Tyman’s stated ambition to
achieve a 50% reduction by 2026 (relative to a 2019 baseline).
5 Reflects the % of total revenues that meet the UN Sustainable Development Goals (SDGs) in use.
6 To be based on a qualitative assessment of improvement by the Workforce Engagement NED, taking into account factors such as eNPS, ethics
training and incidents, diversity and inclusion, and talent development.
For performance between Threshold and Stretch, the % vesting increases on a straight-line sliding scale.
1 4 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Directors’ interests in shares (audited)
The interests of each person who was a Director of the Company during the year ended 31 December 2023 (together with
interests held by his or her connected persons) were:
Director
Shares
Options
Owned outright or vested
31
December
2023 1
31
December
2022
Unvested
and not
subject to
performance
conditions
Unvested
and
subject to
performance
conditions
Unvested
and not
subject to
performance
conditions
Vested
but not
exercised
% of
salary
required
(2023)2
% of
salary
achieved 3
Guidelines
met?
Nicky Hartery
159,797
102,818
–
–
Jason Ashton
109,579
33,592
67,738
439,905
Paul Withers
115,000
90,000
Pamela
Bingham
11,718
11,178
Dave Randich
50,000
50,000
Margaret Amos
–
–
–
–
–
–
–
–
–
–
Former
Directors:
Jo Hallas
Helen
Clatworthy
354,866
249,597
120,850
222,830
16,689
21,757
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7,697
200%
95%
Building
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
200%
139%
n/a
–
–
–
1 From 31 December 2023 to 6 March 2024 there were no changes to the above stated interests.
2 As at date of ceasing to be a Director in respect of Jo Hallas and Helen Clatworthy.
3 Annualised base salary as at 31 December 2023 (excluding the temporary stepping-up allowance for Jason Ashton).
4 Based on the closing price of Tyman plc ordinary shares of £3.145p on 31 December 2023 (or date of cessation, if earlier), and Executive
Directors’ beneficial shareholdings at that date (i.e. shares owned outright or vested).
1 4 9
GOVERNANCE REPORT Remuneration report
Directors’ interests in shares under all share plans (LTIP, DSBP and SAYE) (audited)
Shares over which awards were
Award
date
held at
1 Jan 2023
granted
during the
year
exercised
during the
year
held at
31 Dec 2023
Exercise
price
Award
scheme
Jo Hallas
LTIP
LTIP3
LTIP2,3
LTIP2,3
DSBP
DSBP
DSBP
SAYE
SAYE
Jason Ashton
LTIP
LTIP
LTIP2
LTIP2
DSBP
DSBP
DSBP
SAYE
SAYE
SAYE
25/03/20
204,353
21/05/21
205,111
14/04/22
263,915
–
–
–
10/03/23
11/03/20
14/04/22
10/03/23
30/09/19
30/09/20
–
351,991
29,740
83,975
–
–
–
36,875
4,066
6,727
25/03/20
146,032
21/05/21
118,445
14/04/22
137,755
10/03/23
11/03/20
14/04/22
10/03/23
30/09/19
30/09/20
30/09/23
–
183,705
17,155
48,493
–
–
–
19,245
4,066
6,727
–
–
–
7,697
–
–
–
–
–
lapsed/
cancelled
during the
year
67,028
76,917
177,950
343,320
–
–
–
–
–
137,325
–
–
–
29,740
–
–
4,066
6,7274
98,133
47,899
–
–
–
17,155
–
–
4,066
6,727
–
–
–
–
–
–
–
–
–
–
Earliest
vesting
date1
Mar 2023
May 2024
Mar 2025
Mar 2026
Mar 2023
Mar 2025
Mar 2026
–
128,194
85,965
8,671
–
83,975
36,875
–
–
118,445
137,755
183,705
–
48,493
19,245
£1.7706
Nov 2022
£1.6054
Nov 2023
Mar 2023
May 2024
Mar 2025
Mar 2026
Mar 2023
Mar 2025
Mar 2026
–
–
£1.7706
Nov 2022
£1.6054
Nov 2023
7,697
£2.4157
Nov 2026
Note: in respect of the 2020 LTIP award, in addition to the shares exercised, Jo Hallas and Jason Ashton received dividend
equivalents of 9,528 and 6,807 shares respectively.
1 All awards lapse ten years from the date of grant.
2 Details of qualifying performance conditions in relation to outstanding LTIP awards are summarised on page 130 of the 2022 Annual Report and
Accounts (in relation to the 2022 LTIP) and on page 147 of this report (in relation to the 2023 LTIP).
3 Reflecting her treatment as a ‘good leaver’, Jo’s outstanding LTIP awards were time pro-rated to take account of the periods elapsed between
the relevant dates of grant and 6 April 2023, with the balance lapsing with immediate effect.
Jo subsequently exercised this option after stepping down as a Director.
4
1 5 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Payments for loss of office (audited)
Jo Hallas stepped down as Chief Executive Officer and from the Board on 6 April 2023. In accordance with her service contract
and the Policy, Jo remains an employee and continues to receive base pay and contractual benefits over her twelve-month
notice period to 6 April 2024. Over the period 6 April 2023 to 31 December 2023 covered by this report, amounts payable to Jo in
respect of base pay and contractual benefits after her ceasing to be a Director amounted to £469,224.
As a ‘good leaver’, as determined by the Committee, Jo remained eligible for an annual bonus in respect of the 2023 financial
year, pro-rated to reflect her period of active service and with the timing and form of any payment consistent with normal
practice. Details of amounts payable to Jo in respect of the 2023 annual bonus are set out on pages 145 to 146, with this amount
captured in the Single figure of total remuneration table. Jo will be granted a DSBP award reflecting 50% of this bonus in
early 2024.
Outstanding DSBP shares granted in respect of previous years’ annual bonuses will remain subject to the relevant deferral
periods and will vest on the relevant normal vesting dates as set out in the Directors’ interests in shares table on page 150. In
each case, dividend equivalents will accrue over the vesting period on shares that vest. The terms of the DSBP will continue to
govern all DSBP awards.
Jo was similarly treated as a ‘good leaver’ under the Company’s LTIP. Awards made under the LTIP in 2021, 2022 and 2023 were
time pro-rated to reflect the period elapsed from their date of grant to 6 April 2023, with the resulting number of outstanding
awards shown in the Directors’ interests in shares table on page 150. Each of these LTIP awards remains subject to the original
performance conditions, vesting dates and to all provisions of the plan rules, including dividend accrual and malus and clawback
provisions. Any shares vesting in respect of the LTIP will be subject to a mandatory two-year holding period.
Jo received a contribution of £13,000 (plus VAT) towards legal fees incurred in connection with her departure and the Company
paid a total of £60,000 (plus VAT) for outplacement consultancy. Jo also received a severance payment of £30,000 shortly
following the end of her employment and £15,648 for undertakings and accrued but untaken annual leave. Finally, Jo remains
subject to the two-year post-employment shareholding requirement, detailed under the Remuneration Policy, which applies to
2021, 2022 and 2023 LTIP awards, and 2022 and 2023 DSBP awards.
Payments to past Directors (audited)
Details of payments to Jo Hallas are set out in the section above. There were no other payments to past Directors during 2023.
Service contracts
Service contracts were entered into between the Company and the Executive Directors currently in role, as follows:
Director
Rutger Helbing
Jason Ashton
Commencement
date
Notice period
in months
2 January 2024
9 May 2019
Twelve
Twelve
Details of the letters of appointment of the current Non-executives are shown below:
Non-executive Director
Nicky Hartery
Paul Withers
Pamela Bingham
Dave Randich
Margaret Amos
Commencement
date
Latest date of
appointment/
reappointment
Expiry date
Notice period
in months
1 October 2020
15 December 2023
15 December 2026
1 February 2020
1 February 2023
1 February 2026
18 January 2018
15 December 2023
15 December 2024
15 December 2021
15 December 2021
15 December 2024
19 June 2023
31 May 2023
19 June 2026
One
One
One
One
One
Copies of service contracts and letters of appointment are available to view at the Company’s registered office.
1 5 1
GOVERNANCE REPORT Remuneration report
External appointments of Executive Directors
The Committee acknowledges that Executive Directors may be invited to become independent Non-executive Directors of other
listed companies that have no business relationship with the Company, and that such roles may broaden their experience and
knowledge to Tyman’s benefit.
The Executive Directors are permitted to accept such external appointment with the prior approval of the Board, which
would only be given if it does not present a conflict of interest with the Group’s activities (including consideration of whether
such individual has the capacity for the required time commitment) and the wider exposure gained will be beneficial to
such Executive Director’s development. Where fees are payable in respect of such appointment, they may be retained by the
Executive Director.
In respect of positions at listed companies held by Executive Directors during the financial year ended 31 December 2023, Jason
Ashton held no such positions and Jo Hallas served as an independent Non-executive Director of Smith & Nephew plc.
Performance graph and table
This graph shows the value, by 31 December 2023, of £100 invested in Tyman plc on 31 December 2013, compared with the
value of £100 invested in the FTSE All-Share and FTSE SmallCap indices on the same date, these being two broad market indices
of which Tyman has been a constituent for the majority of the period shown.
£250
£200
£150
£100
£50
£0
Dec 2013 Dec 2014
Dec 2015 Dec 2016 Dec 2017 Dec 2018 Dec 2019 Dec 2020 Dec 2021
Dec 2022
Dec 2023
Tyman plc
FTSE All-Share Index
FTSE Small Capitalisation Index
1 5 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Historical Chief Executive remuneration outcomes
The table below sets out the single figure for the total remuneration paid to the Chief Executive Officer, together with the annual
bonus payout (expressed as a percentage of the maximum opportunity) and the LTIP payout (expressed as a percentage of the
maximum opportunity) for the current year and the previous nine years.
Year
2023
2022
2021
2020
2019
2018
2017
2016
2015
2014
CEO
Jason Ashton1
Jo Hallas
Jo Hallas
Jo Hallas
Jo Hallas
Jo Hallas
Louis Eperjesi
Louis Eperjesi
Louis Eperjesi
Louis Eperjesi
Louis Eperjesi
Louis Eperjesi
Single figure
of total
remuneration
£’000
Annual
bonus
payout %
LTIP payout
%
897
404
1,143
1,094
502
1,2993
134
1,153
876
1,052
1,026
1,137
79.0
68.5
22.0
73.3
nil2
30
n/e
39.5
51
91
58
31
21.4
21.4
67.2
nil
n/e
n/e
nil
90
42
49
100
94
n/e = not eligible – individual was employed during the year but was not eligible to participate in the bonus or LTIP scheme as appropriate
that year.
1
Jason Ashton served as interim CEO between 6 April 2023 and 1 January 2024. Monetary figures shown in the table above relate only to this
period of service, save that the full value of the 2021 LTIP is included. In respect of the annual bonus, the % shown reflects the aggregate of
Jason’s normal bonus and the additional bonus element of his temporary stepping-up allowance. The percentage shown for LTIP vesting reflects
the 2021 LTIP award, which was granted in respect of his role as Chief Financial Officer.
2 The 2020 Group bonus was cancelled in anticipation of the financial impact of COVID-19 on the business, the wider stakeholder experience and
the societal impact of the pandemic.
3 The single figure shown for Jo Hallas for 2019 of £1,299k includes £775k in relation to the buy-out of the share awards at her previous
employer, which she had forfeited by joining Tyman during the year. Consequently, the amount paid to Jo Hallas solely in respect to her Tyman
employment during 2019 was £524k.
1 5 3
GOVERNANCE REPORT Remuneration report
Percentage change in remuneration of Directors and employees
In accordance with the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019
(applying to financial years commencing on or after 10 June 2019), the table below covers the percentage change in salary/fees,
taxable benefits and annual bonus for each Executive Director and Non-executive Director; and will continue to be built up over
time to display a five-year history.
Basic salary/total
fee
Taxable
benefits4
Annual bonus5
Director1,2,3
2023 vs
2022
2022 vs
20217
2021 vs
2020
2020 vs
2019
2023 vs
2022
2022 vs
2021
2021 vs
2020
2020 vs
2019
2023 vs
2022
2022 vs
2021
2021 vs
2020
2020 vs
2019
Nicky Hartery
4.9%
6.3%
1.5%
n/a
n/a
Jo Hallas
5.0% 15.2% 14.0%
-5.9% -12.5%
Jason Ashton
Paul Withers
5.0%
4.3%
4.1% 10.7%
-6.0%
0.0%
2.9% 11.0%
n/a
Pamela Bingham 4.3%
3.6% 14.4%
1.0%
Helen Clatworthy
4.0%
Dave Randich
Margaret Amos
3.7%
n/a
8.4%
3.1%
n/a
2.6%
-1.3%
n/a
n/a
n/a
n/a
n/a
0.5%
0.4%
n/a
n/a
n/a
n/a
n/a
n/a
1.7%
1.3%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
4.7% 226.9% -65.4%
n/a -100.0%
4.4% 226.9% -68.3%
n/a -100.0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Average UK
employee6
7.3% 11.0%
6.1%
1.9%
-1.0% 27.4% 17.9%
-1.6% 25.8% -64.3%
n/a
-91.4%
1 Relevant information about the Directors and their responsibilities in 2022 and 2023 include:
a
Jo Hallas stepped down from her role as CEO and from the Board on 6 April 2023.
b Helen Clatworthy stepped down from the Board on 21 July 2023.
c Margaret Amos was appointed to the Board on 19 June 2023 and assumed the role of Chair of the Audit and Risk Committee from 21
July 2023.
2 All figures shown are based on a full-time equivalent basis to allow comparability where a Director was not in role for the entirety of a financial
year. For similar reasons of comparability, figures for Jason Ashton exclude any payments in respect of his service as Interim CEO.
3 Note that Directors who were not a Director at any point during 2023 have not been included. The percentage changes in their remuneration
for prior years (and in which they were a Director) are disclosed in relevant previous Annual Reports.
4 For Executive Directors, taxable benefits consist primarily of car allowance, private medical insurance, permanent health insurance and life
assurance. Non-executive Directors do not receive taxable benefits.
5 The figures shown are reflective of any bonus earned in respect of the relevant financial year. The n/a for the % change in bonuses from 2020
to 2021 reflects the cancellation in 2020 (the base year) of the management bonus scheme following the onset of the COVID-19 pandemic.
Non-executive Directors are not eligible to participate in the annual bonus scheme.
6 The average percentage change of employee FTE salary is calculated with reference to the UK workforce as at 31 December 2023. This definition
is broader than all employees of Tyman plc (as required by the reporting regulations), reflecting that the Tyman plc employee population is very
small (and limited largely to the Head Office) and therefore is considered by the Committee not to be sufficiently representative of our wider
workforce. The increase in average UK employee pay of 7.3% from 2022 to 2023 reflects the implementation in January 2023 of the rates set by
the Living Wage Foundation.
1 5 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Relative spend on pay
The table below sets out, for the years ended 31 December 2023 and 31 December 2022, the total cost of employee
remuneration for the Group together with the total distributions made to shareholders by way of dividends.
Relative spend on pay (£’000)
Total employee remuneration for the Group
(excluding share-based payments)
Dividends paid in the financial year
2023
2022 Year on year
162,500
157,600
26,612
25,374
3.1%
4.9%
CEO pay ratio
The Regulations require certain companies to disclose the ratio of the Chief Executive’s pay, using the amount set out in the
single total figure table, to that of the 25th percentile, median and 75th percentile total remuneration of full-time equivalent
UK employees.
Year
2023
2022
2021
2020
2019
Salary
2023
2022
2021
2020
2019
Total pay
2023
2022
2021
2020
2019
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
1:51
1:50
1:55
1:26
1:32
1:42
1:44
1:46
1:22
1:27
1:30
1:31
1:31
1:14
1:19
Method
Option A
Option A
Option A
Option A
Option A
CEO pay (£)
P25 pay (£)
P50 pay (£)
P75 pay (£)
547,587
550,000
477,500
418,919
441,750
1,301,079
1,100,061
1,094,116
501,409
657,510
24,150
21,000
18,595
18,331
19,550
25,720
21,840
19,897
19,064
20,333
28.023
24,000
22,440
21,930
23,335
30,860
24,943
23,524
23,027
24,268
42,000
32,965
34,066
33,729
33,598
44,100
35,275
36,451
36,090
33,598
CEO remuneration for 2023 reflects a combination of Jo Hallas and Jason Ashton for the time they were active in that role during
2023 (1 January 2023 to 6 April 2023 for Jo Hallas, and 6 April 2023 to 31 December 2023 for Jason Ashton as Interim CEO).
The 25th percentile, median and 75th percentile figures used to determine the above ratios were selected from an analysis of
the full-time equivalent annualised remuneration (comprising salary, benefits, pension, annual bonus and long-term incentives)
of all the UK employees for the year ended 31 December 2023. This methodology is defined as Option A under the reporting
regulations and is considered by the Committee to be the most accurate approach.
The Committee notes that the statutory CEO pay ratios have continued to fall slightly in 2023, with the ratio of CEO total
remuneration to the median employee, for example, decreasing from 44:1 to 42:1. The trend observed is reflective of a year in
which there was a change of CEO and an increase in the equivalent employee figure that in part reflects our focus on supporting
our lower-paid employees during the ongoing cost-of-living crisis and our commitment to being an accredited Living Wage
Employer.
In reviewing the pay ratio analysis, the Committee is satisfied that the individuals identified at each quartile reflect the pay
profile across different levels at Tyman, and that the overall picture presented by the ratios is consistent with the Group’s pay,
reward and progression policies.
1 5 5
GOVERNANCE REPORT Remuneration report
Statement of implementation for the 2024 financial year
Details of the Directors’ remuneration for the 2024 financial year are set out in the table below:
Salary
• Rutger Helbing – £600,000 (2023: not applicable)
•
Jason Ashton – £410,000 (2023: £361,679 – 13.4% increase)
The average increase awarded to the UK workforce for 2024 is 3.8%.
Pension allowance
7% of base salary
Benefits
Annual bonus
Life assurance cover, critical illness cover, private medical and dental cover, annual car allowance (of
£17,000 for Rutger Helbing and £17,500 for Jason Ashton) and professional tax and financial advice.
Maximum opportunities:
• Rutger Helbing: 150% of base salary
•
Jason Ashton: 125% of base salary
Bonuses will be based entirely on financial measures, with 60% of the bonus opportunity
based on Adjusted operating profit, 20% on operating cashflow (“OCF”, measured post-capex
but before major projects) and 20% on OCF conversion (as a percentage of Adjusted operating
profit). Consistent with prior years, the precise bonus targets will be disclosed in detail in the
2024 Annual Report and Accounts (these are considered currently to be commercially sensitive).
Any bonus earned will be payable 50% in cash and 50% in shares deferred for three years.
LTIP
Award opportunities:
• Rutger Helbing: 150% of base salary
•
Jason Ashton: 150% of base salary
LTIP awards comprise grants of nil-cost options, vesting three years after grant, subject to
performance over a three-year period commencing 1 January 2024 against the measures shown
below. For performance between Threshold and Stretch, the % vesting increases on a straight-
line sliding scale. Vested LTIP awards have a two-year post-vesting holding period.
Measure
Weighting
Basis of measurement
Threshold
(25% vesting)
Stretch
(100% vesting)
Adjusted EPS1
ROCE2
Relative TSR
Sustainability
Scorecard
40%
25%
2026 adjusted EPS
2026 Group ROCE
33.4p
12.8%
40.6p
14.2%
20% Ranking vs constituents of
the FTSE 250 Index (xIT)
Median
Upper quartile
- Safety
-
Four categories
weighted equally
2026 TRIR3
2026 TCO2e4
4.0
36,890
3.0
27,266
Sustainable
Operations
-
Sustainable
Culture
-
Sustainable
Solutions
Employee engagement
Qualitative6
% revenue from
sustainable
products in-use5
23.3%
26.3%
1 Adjusted EPS targets have been set taking into account a range of relevant internal and external reference points.
2 The ROCE target has been set to be a final year measure to reflect the current stage of Tyman’s business cycle,
while the stretch target continues to be set slightly ahead of our externally-stated ambition.
3 Total Recordable Incident Rate. Aligns with Tyman’s stated ambition to achieve a TRIR of <3.0 by 2026.
4 Absolute Scope 1 and 2 carbon emissions. The target range aligns with Tyman’s externally-stated ambition
to achieve a 46.2% reduction by 2030 (relative to a 2019 baseline). The change from an intensity target (i.e.
per £m revenue) to an absolute target better follows the validation by SBTi of Tyman’s Science Based Target,
and reinforces our stated commitment to reduce the Group’s absolute emissions by negating the impact of
production growth and increased energy usage.
5 Reflects the % of total revenues that meet the UN Sustainable Development Goals (SDGs) in use.
6 To be based on a qualitative assessment of improvement by the Workforce Engagement NED, taking into account
factors such as eNPS, ethics training and incidents, diversity and inclusion, and talent development.
1 5 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Non-executive Director fees
The Chair is paid an annual basic fee (determined by the Remuneration Committee), with no additional fee for chairing the
Nominations Committee. For 2024, the Chairman’s annual fee will be increased to £222,525 (a 3.5% increase, in line with the
budgeted increase for Tyman’s senior executive population; and below the average increase awarded to the UK workforce) to
reflect his ongoing valued contribution to the Group.
Non-executive Directors are paid an annual basic fee, plus an additional fee for chairing a Board Committee. These fees are
determined by the Chairman, CEO and CFO. In line with the budgeted increase for Tyman’s senior executives (but below the
average increases awarded to the wider UK workforce), the annual base fee payable to NEDs will be increased by 3.5% (to
£56,408) for 2024. Fees payable to NEDs for other additional responsibilities remain unchanged from 2023, as set out below.
However, the travel supplement for NEDs based outside of Europe was increased by 4% to £15,600.
Position
Chair
Non-executive Director
Annual fee for the Chair of the Audit or Remuneration Committees
Annual fee for the Senior Independent Director
Annual fee for the Workforce Engagement Director
Annual fee
2024
£
Annual fee
2023
£
222,525
215,000
56,408
10,000
8,500
6,000
54,500
10,000
8,500
6,000
Intercontinental travel supplement for NEDs based outside of Europe
15,600
15,000
Other items
Details of share plans
During the year, awards were made under the following plans:
•
Tyman Sharesave Plans: in the form of options totalling 188,753 shares at a price of £2.40 to £2.41, vesting over a one or
three-year period, depending on jurisdiction. The total number of awards outstanding as at 31 December 2023 is 415,071.
• Deferred Share Bonus Plan: in the form of deferred share awards totalling 73,759 shares. Awarded as a nil-cost option
in respect of deferred bonus, vesting over a three-year period. The total number of share awards outstanding as at
31 December 2023 is 260,945.
•
Tyman Long Term Incentive Plan: awards totalling 1,332,559 shares were made in the year. Awarded with performance
conditions, vesting over a three-year period, with a further two-year holding period for Executive Directors. The total number
of LTIP awards outstanding as at 31 December 2023 is 2,483,728.
The total number of shares outstanding under all share plans as at 31 December 2023 is 3,159,744.
Dilution
As at 31 December 2023, shares equivalent to 1.61% of the Group’s issued share capital (excluding treasury shares) would be
required to settle all outstanding awards under Executive and employee share plans, assuming maximum vesting.
However, the Group operates the general principle that the vesting of share awards under Executive and employee share plans
should be satisfied either by the issue of shares out of treasury or, subject to Trustee consent, through shares acquired on the
market by the Tyman Employee Benefit Trust.
Certain jurisdictions require that new shares are issued to employees to settle vesting under share arrangements. Where new
shares are issued in these circumstances, it is the Group’s intention to match the new shares issued with an equal purchase of
shares on the market, either into treasury or into the Tyman Employee Benefit Trust.
In accordance with the Investment Association’s Principles of Remuneration, the Company can satisfy awards to employees
under all its share plans with new issue shares or shares issued from treasury up to a maximum of 10% of its issued share
capital (adjusted for share issuance and cancellation) in a rolling ten-year period. Within this 10% limit, the Company can only
issue (as newly issued shares or from treasury) 5% of its issued share capital (adjusted for share issuance and cancellation) to
satisfy awards under Executive (discretionary) plans.
As well as the LTIP and DSBP, the Company operates various all-employee share schemes as described on page 141. Subject to
Trustee consent, shares acquired on the market have been used to satisfy the exercise of options under the Sharesave Scheme
and the International Sharesave Plans.
1 5 7
GOVERNANCE REPORT Remuneration report
Statement of voting at Annual General Meetings
The table below sets out the results of the 2021 AGM in respect of the Remuneration Policy and the 2023 AGM in respect of the
Annual Report on Directors’ Remuneration, respectively:
Director
Remuneration policy
Annual report on Directors’ remuneration
Votes at
discretion
Votes
against
Total
number of
votes cast
0
(0%)
0
(0%)
16,362,020
(9.69%)
168,853,362
(100%)
262,398
(0.15%)
171,654,553
(100%)
Votes for
152,491,342
(90.31%)
171,392,155
(99.85%)
Total
number
of votes
withheld
6,895
4,355
The Committee is grateful to the Group’s shareholders for their support as shown in the voting levels at the 2021 and 2023
AGMs, and looks forward to receiving their continued support in 2024.
This Annual Report on Directors’ remuneration has been approved by the Remuneration Committee and is signed on its
behalf by:
Paul Withers
Chair, Remuneration Committee
6 March 2024
1 5 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Directors’ report
Principal activities
The Group is a leading international supplier of engineered
fenestration components and access solutions to the
construction industry. These activities remain unchanged
from the previous year. The Company is the ultimate holding
company of the Tyman Group of companies. A full list of
subsidiaries may be found on pages 223 to 226.
Share capital
The Company’s shares are listed in the premium segment
of the Official List and are traded on the Main Market of the
London Stock Exchange (LSE: TYMN). The Company’s share
capital consists of ordinary shares of 5.00 pence each, carrying
the right to attend, vote and speak at general meetings of the
Company. The ordinary shares also have the right to profits
of the Company, which are available for distribution and the
return of capital on a winding up.
The issued share capital of the Company as at 31 December
2023 was 196,762,059 ordinary shares of 5.00 pence each, of
which 439,810 shares are held in Treasury.
Further information on the Company’s share capital may be
found in note 22 to the Group financial statements.
Directors
The names and biographical details of the Directors are
on pages 106 to 109 of this report. Further information
regarding the Directors who served during the year to
31 December 2023 may be found on page 145 in the
Remuneration report.
Appointment and removal of Directors
Directors may be appointed by ordinary resolution of the
Company or by the Board. In addition to any powers of
removal conferred by the Companies Act 2006, the Directors,
or any committee authorised by the Directors, may terminate
the appointment of any Executive Director.
Each Director of the Board will stand for re-election or election
at the AGM. Accordingly, Nicky Hartery, Jason Ashton, Paul
Withers, Pamela Bingham and David Randich will offer
themselves for re-election at the 2024 AGM. Rutger Helbing
and Margaret Amos will offer themselves for election at the
2024 AGM.
Qualifying indemnity provisions
The Company does not have a qualifying third-party indemnity
provision or a qualifying pension scheme indemnity provision
in place.
Directors’ and Officers’ insurance
Details of the Group’s Directors’ and Officers’ insurance
arrangements may be found on page 120.
Annual General Meeting
At the Company’s 2023 AGM, the Directors were authorised to
allot shares equal to, approximately, one-third of the issued
share capital of the Company as at 17 March 2023, or a further
one-third of the issued share capital in connection with a pre-
emptive offer by way of a rights issue.
The Directors were also given the authority to allot shares
for cash, representing up to 5.0% of the Company’s issued
share capital as at 17 March 2023, without first offering these
shares to existing shareholders in proportion to their existing
holding. The Directors confirmed there was no intention
to issue more than 7.5% of the issued share capital of the
Company on a non-pre-emptive basis in any rolling three-year
period without prior consultation with the relevant investor
groups (except in connection with an acquisition or specified
capital investment as contemplated by the Pre-Emption
Group’s Statement of Principles).
Shareholders also approved an additional authority for the
Directors to issue ordinary shares, or sell treasury shares, for
cash in connection with an acquisition or capital investment of
the kind contemplated by the Pre-Emption Group’s Statement
of Principles, up to an additional aggregate amount being,
approximately, 5.0% of the issued ordinary share capital as at
17 March 2023.
At the 2023 AGM, the Company was also authorised to make
market purchases of its own shares of up to, approximately,
14.99% of the shares in issue as at 17 March 2023. The Board
had no immediate intention of exercising this authority, but
wished to retain the flexibility to do so should it be needed in
the future. This authority was not used during the year and,
therefore, remained in full at the year end.
The Directors believe that it is in the best interests of
the Company that these powers are renewed, subject
to such changes in value as have been supported by
the Pre-Emption Group and the Investment Association.
Accordingly, resolutions to renew such authorities will be
put to shareholders at the Company’s AGM, to be held on 16
May 2024.
The Notice of the Company’s 2024 AGM, and related
explanatory notes, accompany this Annual Report and
Accounts, which may also be found with further information
on these resolutions on the Group’s website. The special
business at the 2024 AGM will include resolutions dealing with
the authority to allot shares, to purchase its own shares and
call General Meetings on not less than 14 clear days’ notice.
1 5 9
GOVERNANCE REPORT Directors’ report
Results and dividend
The Group’s results for the year are shown in the Consolidated
statement of comprehensive income on page 173.
An interim dividend of 4.2 pence per share was paid to
shareholders on 8 September 2023 and the Directors are
recommending a final dividend in respect of the financial year
ended 31 December 2023 of 9.5 pence per share. If approved,
the final dividend will be paid on 29 May 2024 to shareholders
on the register at the close of business on 26 April 2024. The
total dividend paid and proposed for the year amounts to 13.7
pence per share.
As at 31 December 2023, the Tyman Employee Benefit
Trust held 1,805,352 ordinary shares in Tyman plc. Further
information on the Employee Benefit Trust may be found
on page 44. Dividend waivers are in place from Tyman
plc in respect of the 439,810 shares held in Treasury as at
31 December 2023, and all but £0.01 of the total dividend to
the Tyman Employee Benefit Trust.
Strategic report
Pages 2 to 161 of this Annual Report comprise the
Strategic report, Governance and Directors’ report and the
Remuneration report. These reports have been written and
presented in accordance with English law and the liabilities of
the Directors in connection with this report shall be subject to
the limitations and restrictions provided accordingly.
The Directors are required under the Disclosure Guidance
and Transparency Rules to include a Management report
containing a fair review of the business and a description of
the principal risks and uncertainties facing the Group and the
Company. The Management report disclosures can be found
in the Strategic report on pages 84 to 95.
A description of the main features of the Group’s internal
control and risk management systems in relation to the
process for preparing the consolidated accounts continues
further on page 87 of the Strategic report.
Pursuant to Section 414c of the Companies Act 2006 the
Strategic report on pages 2 to 103 contains disclosures in
relation to future developments, dividends, finance and
financial risk management, and disclosures relating to the
Group’s greenhouse gas emissions and environmental policy
and performance.
A full description of the Group’s activities relating to our
employees, their involvement with the Company and our
employment and health and safety practices and policies
(including the Group’s policies on ensuring the fair treatment
of disabled job applicants and the development and
promotion of disabled employees) may be found on page 51
of the Strategic report.
Share transfer restrictions
There are no restrictions on the transfer of fully paid-up
shares in the Company.
Substantial shareholders
The Company has been notified of, or has identified, the following direct or indirect interests comprising 3% or more of its
voting share capital (the issued share capital less shares held by the Company in Treasury) in accordance with DTR 5. The
Company’s substantial shareholders do not have different voting rights from those of other shareholders.
Teleios Capital Partners
Alantra Asset Management
Jupiter Asset Management
Allianz Global Investors
Artemis Investment
Management
Columbia Threadneedle
Investments
BlackRock
Janus Henderson Investors
Aviva Investors
Chelverton Asset Management
abrdn
Ordinary shares
held as at
31 December 2023
32,337,067
19,096,962
10,237,666
9,087,901
8,637,412
8,090,950
7,352,052
7,154,866
6,586,615
6,387,673
6,020,622
%
16.47
9.73
5.21
4.63
4.40
4.12
3.74
3.64
3.36
3.25
3.07
Ordinary shares
notified as at
6 March 2024
32,337,067
19,198,912
10,637,666
8,897,901
9,443,214
7,374,727
7,360,183
7,097,888
6,593,714
5,937,673
6,047,795
%
16.47
9.78
5.42
4.53
4.81
3.76
3.75
3.62
3.36
3.02
3.08
1 6 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Financing
The Group finances its operations through a mixture of
retained profits, equity and borrowings. The Group does
not trade in financial instruments. Full details of the Group’s
borrowing facilities are set out in note 18 to the financial
statements.
The main risks arising from the Group’s borrowings are
market risk, interest rate risk, liquidity risk, foreign currency
risk and credit risk. The Board reviews and agrees policies for
managing each of these risks, and the policies, which have
been applied throughout the year, are set out in note 19 to the
financial statements.
Financial reporting
The Annual Report and Accounts are intended to provide
a balanced and clear assessment of the Group’s past
performance, present position and future prospects. A
statement by the Directors on their responsibility for
preparing the financial statements is given on page 120 and a
statement by the auditors on their responsibilities is given on
page 169.
Employee engagement and policies
This information is included in the sustainability performance
section of the Strategic report on page 52.
Other stakeholder engagement and policies
Information summarising how the Directors have had regard
to the need to foster the Company’s business relationships
with suppliers, customers and others, and the effect of that
regard, including on the principal decisions taken by the
Company during the financial year, is included in the s172
statement on pages 98 to 103.
Going concern
Because of the work undertaken to support the viability
statement, which may be found on pages 94 to 96, the
Directors have continued to adopt the going concern basis
in preparing the financial statements (see note 2 to the
financial statements).
Auditors and disclosure of
information to auditors
The Directors who held office at the date of approval of this
Directors’ report confirm that, so far as they are aware, there
is no relevant audit information of which the Company’s
auditors are unaware and each Director has taken all the
steps that they ought to have taken as a Director to make
themselves aware of any relevant audit information and
to establish that the Company’s auditors are aware of
that information.
The auditors, Deloitte LLP have indicated their willingness to
continue in office, and a resolution that they be reappointed
will be proposed at the 2024 AGM.
Political donations
The Company did not make any political donations during the
year (2022 and 2021: £nil). Tyman’s policy is that it does not
make political donations in any form.
Disclosure of information under
Listing Rule 9.8.4
Reporting requirements under LR 9.8.4R (4), (5) and (6)
and LR 9.8.6 (1), if applicable, have been included in the
Remuneration report on pages 132 to 158. All other
information required to be disclosed, under LR 9.8.4R (1), (2)
and (7) to (14), if applicable, is covered in this report. There is
no further information to disclose.
Events after the reporting year
None.
By order of the Board
Peter Ho
General Counsel & Company Secretary
6 March 2024
Company registration number: 02806007
1 6 1
GOVERNANCE REPORT 1 6 2
Financial
statements
Independent Auditor’s report
Consolidated income statement
164
172
Consolidated statement of comprehensive income 173
Consolidated statement of changes in equity
Consolidated balance sheet
Consolidated cash flow statement
Notes to the financial statements
Company balance sheet
Company statement of changes in equity
Notes to the Company financial statements
Alternative Performance Measure reconciliations
GRI Standard Content Index
Independent Limited Assurance statement
Definitions and glossary of terms
Roundings and exchange rates
Five-year summary
174
175
176
177
227
228
229
234
242
244
246
248
249
1 6 3
FINANCIAL STATEMENTS Independent Auditor’s report
Report on the audit of the
financial statements
1. Opinion
In our opinion:
•
•
•
•
the financial statements of Tyman plc (the ‘Company’) and
its subsidiaries (the ‘Group’) give a true and fair view of
the state of the Group’s and of the Company’s affairs as at
31 December 2023 and of the Group’s profit for the year
then ended;
the Group financial statements have been properly
prepared in accordance with United Kingdom adopted
international accounting standards;
the Company financial statements have been properly
prepared in accordance with United Kingdom
Generally Accepted Accounting Practice, including
Financial Reporting Standard 101 “Reduced Disclosure
Framework”; and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
We have audited the financial statements which comprise:
•
•
•
•
•
•
the consolidated income statement;
the consolidated statement of comprehensive income;
the consolidated and Company balance sheets;
the consolidated and Company statements of changes in
equity;
the consolidated cash flow statement; and
the consolidated notes 1 to 31 and Company notes 1 to
14, including the associated accounting policies.
The financial reporting framework that has been applied
in the preparation of the Group financial statements is
applicable law, and United Kingdom adopted international
accounting standards. The financial reporting framework that
has been applied in the preparation of the Company financial
statements is applicable law and United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework”
(United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the auditor’s responsibilities for the audit of the financial
statements section of our report.
We are independent of the Group and the Company in
accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as
applied to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements. The non-audit services provided to the Group
and Company for the year are disclosed in note 4 to the
financial statements. We confirm that we have not provided
any non-audit services prohibited by the FRC’s Ethical
Standard to the Group or the Company.
We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters
The key audit matters that we identified in the current year were:
• Revenue recognition; and
• Acquisition accounting for Lawrence Industries.
Materiality
Scoping
The materiality that we used for the Group financial statements was £3,590,000 which was determined on
the basis of profit before tax, adjusted for amortisation of acquired intangibles and adjusting items.
Sixteen components were subject to audit procedures. Of these, twelve were subject to a full-scope audit.
The remaining four components were subject to an audit of specified account balances.
The components which were subject to a full-scope audit or audit of specified account balances, in
addition to work performed at a Group level, contribute 86% of revenue and 91% of adjusted profit
before tax.
Significant
changes in our
approach
Given the acquisition of Lawrence Industries during 2023, the acquisition accounting, specifically the
methodology used and the valuation of the customer relationship intangible asset, was identified as a
new key audit matter.
1 6 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s
and Company’s ability to continue to adopt the going concern
basis of accounting included:
•
•
•
evaluating the financing facilities available to the Group
including the nature of facilities, repayment terms and
covenants;
challenging the assumptions used in the forecasts by
reference to historical performance, trading run rate,
current macroeconomic indicators, one-off cash items and
other supporting evidence;
recalculation and assessment of the amount of cash and
covenant headroom in the forecasts;
• performing a sensitivity analysis to consider specific
scenarios, including a reverse stress test based on a
reduction in revenue and associated margin; and
•
assessing the appropriateness of the going concern
disclosures in the financial statements.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt
on the Group’s and Company’s ability to continue as a going
5.1 Revenue recognition
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement
in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
financial statements of the current period and include the
most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. These
matters included 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.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on
these matters.
Key audit matter
description
The Group recognised revenue of £657.6 million (2022: £715.5 million) solely through the sale of goods to
customers accounted for under IFRS 15.
We have identified a key audit matter relating to a risk of material misstatement, whether due to fraud or
error, in relation to manual adjustments impacting revenue at the year-end, as manual adjustments could
have a material impact on the recognition of revenue at the year-end.
At the year end, manual adjustments are made by management for sales in transit where control has
yet to pass to the customer. In addition, volume rebate discounts are provided to customers and these
are calculated as a percentage of revenue recognised in the relevant period and the percentage applied
may vary depending on the total value of revenue in that period. These rebates are typically paid or
settled once a year and therefore manual adjustments are made by management to accrue for these at
year-end.
Note 2.7 to the consolidated financial statements sets out the Group’s accounting policy for revenue
recognition and note 3 includes details of the Group’s revenue by segment and timing of revenue
recognition.
In response to the identified key audit matter we have performed the following procedures:
• Obtained an understanding of the relevant controls over the revenue recognition process specifically
in relation to manual adjustments to revenue;
• Obtained a schedule of adjusting and manual journals posted in December 2023 with an impact on
revenue and traced a sample to appropriate evidence in support of the adjustment;
• Obtained a schedule of adjusting and manual journals posted in January 2024 with an impact on
revenue and traced a sample to appropriate evidence in support of the adjustment and the period to
which it relates; and
•
Tested the completeness of the manual journals schedule.
How the scope
of our audit
responded to the
key audit matter
Key observations
From the work performed we are satisfied that revenue is appropriately stated in the financial
statements.
1 6 5
FINANCIAL STATEMENTS Independent Auditor’s report
5.2 Acquisition accounting of Lawrence Industries
Key audit matter
description
On 12 July 2023, the Group completed the acquisition of 100% of the shares in Lawrence Industries for an
initial consideration of £43.8 million, with up to £9.8 million of further contingent consideration.
As part of the accounting for the acquisition, the Directors performed an internal valuation of the assets
and liabilities acquired and as a result identified total intangible assets of £22.1 million, which included
£20.6 million in relation to a customer relationship intangible asset. The goodwill arising from the
acquisition is £17.6 million. There is a level of judgement involved in selecting and applying the valuation
methodologies used as part of the acquisition accounting.
Additionally, the valuation of this customer relationship intangible asset is based on certain assumptions
and estimates which require judgement and therefore increases the risk of possible misstatement.
We have identified the valuation methodologies used as part of the acquisition accounting and key
assumptions and estimates, namely the discount rate and revenue growth rate, used to value the
customer relationship intangible asset as a key audit matter. This is due to the inherent uncertainty in
estimating these assumptions which require a higher degree of judgement and auditor effort, including
the use of valuation specialists.
The Audit and Risk Committee Report on page 128 refers to the acquisition accounting for Lawrence
Industries as an area considered by the Audit and Risk Committee. Note 25 to the Consolidated Financial
Statements sets out the Group’s accounting policy for business combinations and also includes details of
the fair values of the acquired assets at the acquisition date.
We have performed the following procedures in respect of this key audit matter:
• Obtained an understanding of relevant controls in relation to management’s identification and
valuation of acquired intangible assets;
•
Inquired of management to understand the assumptions underpinning management’s forecast
revenue growth and challenged these by reference to past actual performance and available third-
party evidence;
• With the involvement of our internal valuation specialists, we assessed the appropriateness and
application of management’s valuation methodology, including the discount rate applied to forecast
cashflows;
• Assessed the integrity of the model through testing mechanical accuracy, formulae and inputs;
•
Tested the accuracy and completeness of the underlying data used in the calculation of the customer
attrition rate by reference to past performance;
• Calculated independent sensitivity analysis on the model; and
• Performed a stand-back test on the overall valuation of the customer intangible asset.
How the scope
of our audit
responded to the
key audit matter
Key observations
As part of our work we identified control observations, however, our audit procedures did not identify any
material misstatement within the acquisition accounting of Lawrence Industries.
1 6 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 6. Our application of materiality
6.1 Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope
of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent company financial statements
Materiality
£3,590,000 (2022: £4,000,000)
£1,795,000 (2022: £2,000,000)
Basis for
determining
materiality
Rationale for
the benchmark
applied
4.9% of adjusted profit before tax (2022: 4.7% of
adjusted profit before tax)
Adjusted profit before tax represents profit
before tax, adjusted for amortisation of acquired
intangibles and adjusting items.
Adjusted profit before tax is a key performance
measure for management, investors and the
analyst community. This metric is important to
the users of the financial statements because it
portrays the performance of the business and
hence its ability to pay a return on investment
to the investors. This is consistent with our
benchmark applied in the prior year.
Refer to the appendix to the consolidated
financial statements for the Group’s definition and
calculation of alternative performance measures.
Company materiality equates to 2% of net assets,
which is capped at 50% of Group materiality
(2022: 2% of net assets, capped at 50% of Group
materiality).
We consider net assets to be the most appropriate
benchmark as the Company is a non-trading entity,
whose primary function within the Group is to act
as a holding company. This is consistent with our
benchmark applied in the prior year.
6.2 Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial statements as a whole.
Performance
materiality
Basis and
rationale for
determining
performance
materiality
Group financial statements
Parent company financial statements
65% of Group materiality (2022: 70%).
65% of Company materiality (2022: 70%).
In determining performance materiality, we considered the following factors:
• our risk assessment, including our assessment of the Group’s overall control environment and control
findings arising in the previous audit;
the disaggregated nature of the Group; and
the nature, volume and size of uncorrected misstatements arising in the previous audit.
•
•
6.3 Error reporting threshold
We agreed with the Audit and Risk Committee that we would report to the Committee all audit differences in excess of £179,500
(2022: £200,000), as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We
also report to the Audit and Risk Committee on disclosure matters that we identified when assessing the overall presentation of
the financial statements.
1 6 7
FINANCIAL STATEMENTS Independent Auditor’s report
7. An overview of the scope of our audit
7.1 Identification and scoping of components
Our Group audit was scoped by obtaining an understanding
of the Group and its environment, including Group-wide
controls, and assessing the risks of material misstatement
at the Group level. Based on that assessment, we focused
our Group audit scope primarily on the audit work at sixteen
(2022: fifteen) components, which includes the Company as
one component. Twelve (2022: ten) of these were subject to a
full audit, whilst the remaining four components (2022: five)
were subject to an audit of specified account balances.
Given the disaggregated nature of the Group, and certain
control deficiencies identified, we adopted a substantive audit
approach. Where control deficiencies and improvements
are identified, these are reported to management and the
Audit and Risk Committee as appropriate. Alongside the IT
investment, the Group continues to invest time in responding
to, and addressing, our observations.
7.3 Our consideration of climate-related risks
In planning our audit, we considered the potential impact
of climate change on the Group’s business and its financial
statements.
These components, in addition to work performed at a Group-
level, represent the principal business units and account
for 86% (2022: 85%) of the Group’s revenue and 91% the
Group’s adjusted profit before tax (2022: 82%). They were
also selected to provide an appropriate basis for undertaking
audit work to address the risks of material misstatement
identified. Our audit work at the components was executed at
levels of materiality applicable to each individual entity which
were lower than Group materiality; component materiality
ranged between £1.8m to £2.0m (2022: set at £2.0m for all
components).
The Group has assessed the risks and opportunities
associated with various future climate-related scenarios and
its own commitment to transition to an operating model that
has a reduced level of GHG emissions. While management
has acknowledged that the transition and physical risks posed
by climate change have the potential to impact the medium
to long term success of the business, they have assessed
that there is no material impact arising from climate change
on the judgements and estimates made in the financial
statements as at 31 December 2023, as explained in note 2.3
on page 178 of the financial statements.
At the Group level, we also tested the consolidation process
and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material
misstatement of the aggregated financial information of the
remaining components not subject to a full audit or audit of
specified account balances.
7.2 Our consideration of the control environment
The Group currently operates a range of IT systems which
underpin the financial reporting processes, and which vary by
geography and/or component.
As outlined in the Audit and Risk Committee report on page
128 and in the Internal control section of the annual report on
page 129, the Group continues to invest in the overall control
environment, including by appointing a new Group controls
manager and by implementing actions to address areas for
improvement identified through the controls self-assessment
process and internal audit findings against compliance with
the Group minimum standards of financial control framework.
In addition, significant IT investment has taken place in 2023
in relation to the continuation of rolling out a new cloud-
based operating system, which commenced in the North
American division in 2022.
For certain components subject to full scope audits we
identified relevant IT systems for the purpose of our audit
work. These were typically the principal Enterprise Resource
Planning (ERP) systems that govern the general ledger
and transaction accounting balances and also included the
Group’s consolidation system. Our approach was principally
designed to inform our risk assessment and, as such, we
obtained an understanding of relevant IT controls and
tested the general IT controls for some components with the
involvement of our IT audit specialists.
For all components we have gained an understanding of
relevant controls relating to financial reporting, areas of
significant risk and significant accounting estimates.
As a part of our audit procedures, we have obtained
management’s climate-related risk assessment and
held discussions with those charged with governance to
understand the process of identifying climate-related risks,
the determination of mitigating actions and the impact
on the Group’s financial statements. We performed our
own qualitative risk assessment of the potential impact of
climate change on the Group’s account balances and classes
of transaction and did not identify any additional risks of
material misstatement.
We have evaluated the appropriateness of disclosures
included in the financial statements and we also read, in
conjunction with our climate specialists, the climate-related
narrative in the Sustainability Report, on pages 58 to 83 of the
annual report, to consider whether it is materially consistent
with the financial statements and our knowledge obtained in
the audit.
7.4 Working with other auditors
The Group audit was conducted exclusively by a global
network of Deloitte member firms under the direction and
supervision of the UK Group audit team.
Our oversight of component auditors focussed on the
planning of their audit work and understanding of their risk
assessment process to identify key areas of estimates and
judgements, as well as the execution of their audit work. We
sent our component teams detailed instructions, reviewed
and challenged the related component inter-office reporting
and findings from their work, reviewed relevant documents
in underlying audit files, attended component audit closing
conference calls and held regular remote communication to
interact on any related audit and accounting matters which
arose.
1 6 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 8. Other information
The other information comprises the information included in
the annual report (including the Strategic Report, Governance
Report, Alternative Performance Measure Reconciliations,
GRI Standard Content Index, Limited assurance statement,
Definitions and glossary of terms, Roundings and exchange
rates and Five year summary), other than the financial
statements and our auditor’s report thereon. The Directors
are responsible for the other information contained within the
annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon.
Our responsibility is to read the other information and, in
doing so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the course of the audit, or otherwise appears to
be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required to
report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the Directors’ responsibilities
statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group’s and the 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 the Directors either
intend to liquidate the Group or the Company or to cease
operations, or have no realistic alternative but to do so.
10. Auditor’s responsibilities for the
audit of the financial statements
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 an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a 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 the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
11. Extent to which the audit was considered
capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
11.1 Identifying and assessing potential
risks related to irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance
with laws and regulations, we considered the following:
•
•
•
•
•
the nature of the industry and sector, control environment
and business performance including the design of the
Group’s remuneration policies, key drivers for Directors’
remuneration, bonus levels and performance targets;
the Group’s own assessment of the risks that irregularities
may occur either as a result of fraud or error that was
approved by the Board;
results of our enquiries of management, internal audit,
the Directors and the Audit and Risk Committee about
their own identification and assessment of the risks of
irregularities, including those that are specific to the
Group’s sector;
any matters we identified having obtained and reviewed
the Group’s documentation of their policies and
procedures relating to:
–
identifying, evaluating and complying with laws and
regulations and whether they were aware of any
instances of non-compliance;
– detecting and responding to the risks of fraud and
whether they have knowledge of any actual, suspected
or alleged fraud;
–
the internal controls established to mitigate risks of
fraud or non-compliance with laws and regulations;
the matters discussed among the audit engagement
team, including significant component audit teams, and
relevant internal specialists, including tax, valuation,
pension and IT specialists, regarding how and where fraud
might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest potential
for fraud in the following area: revenue recognition. In
common with all audits under ISAs (UK), we are also required
to perform specific procedures to respond to the risk of
management override.
1 6 9
FINANCIAL STATEMENTS Independent Auditor’s report
We also obtained an understanding of the legal and
regulatory framework that the Group operates in, focusing
on provisions of those laws and regulations that had a
direct effect on the determination of material amounts
and disclosures in the financial statements. The key laws
and regulations we considered in this context included the
UK Companies Act, Listing Rules, pensions legislation, tax
legislation.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental
to the Group’s ability to operate or to avoid a material penalty.
These included the Group’s compliance with environmental,
health and safety, and anti-bribery and corruption legislation;
as well as considering the Group’s monitoring of changes in
legislation including sanctions.
11.2 Audit response to risks identified
As a result of performing the above, we identified revenue
recognition as a key audit matter related to the potential risk
of fraud. The key audit matters section of our report explains
the matter in more detail and also describes the specific
procedures we performed in response to that key audit
matter.
In addition to the above, our procedures to respond to risks
identified included the following:
•
•
reviewing the financial statement disclosures and testing
to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as
having a direct effect on the financial statements;
enquiring of management, the Audit and Risk Committee
and in-house legal counsel concerning actual and
potential litigation and claims;
• performing analytical procedures to identify any unusual
or unexpected relationships that may indicate risks of
material misstatement due to fraud;
•
•
reading minutes of meetings of those charged with
governance, reviewing internal audit reports and
reviewing correspondence with tax authorities; and
in addressing the risk of fraud through management
override of controls, testing the appropriateness of
journal entries and other adjustments; assessing whether
the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business
rationale of any significant transactions that are unusual
or outside the normal course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including internal specialists and significant
component audit teams and remained alert to any indications
of fraud or non-compliance with laws and regulations
throughout the audit.
Report on other legal and
regulatory requirements
12. Opinions on other matters prescribed
by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report
to be audited has been properly prepared in accordance with
the Companies Act 2006.
In our opinion, based on the work undertaken in the course of
the audit:
•
•
the information given in the strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
the strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
In the light of the knowledge and understanding of the
Group and the Company and their environment obtained in
the course of the audit, we have not identified any material
misstatements in the strategic report or the Directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the Directors’ statement
in relation to going concern, longer-term viability and that
part of the Corporate Governance Statement relating to the
Group’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
•
•
•
•
•
•
the Directors’ statement with regards to the
appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set
out on page 94;
the Directors’ explanation as to its assessment of the
Group’s prospects, the period this assessment covers and
why the period is appropriate set out on pages 94 to 96;
the Directors’ statement on fair, balanced and
understandable set out on page 129;
the Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 129;
the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 128; and
the section describing the work of the Audit and Risk
Committee set out on pages 125 to 131.
1 7 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 16. Use of our report
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.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.15R
– DTR 4.1.18R, these financial statements will form part of
the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance with
DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual
Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
James Hunter, FCA (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, UK
6 March 2024
14. Matters on which we are required to
report by exception
14.1 Adequacy of explanations received and
accounting records
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not received all the information and explanations
we require for our audit; or
•
•
adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not
been received from branches not visited by us; or
the Company financial statements are not in agreement
with the accounting records and returns.
We have nothing to report in respect of these matters.
14.2 Directors’ remuneration
Under the Companies Act 2006 we are also required to report
if in our opinion certain disclosures of Directors’ remuneration
have not been made or the part of the Directors’
remuneration report to be audited is not in agreement with
the accounting records and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required
to address
15.1 Auditor tenure
Following the recommendation of the Audit and Risk
Committee, we were appointed by shareholders at its
annual general meeting on 19 May 2022 to audit the
financial statements for the year ending 31 December
2022 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and
reappointments of the firm is two years, covering the years
ending 31 December 2022 to 31 December 2023.
15.2 Consistency of the audit report with the
additional report to the Audit Committee
Our audit opinion is consistent with the additional report to
the Audit and Risk Committee we are required to provide in
accordance with ISAs (UK).
1 7 1
FINANCIAL STATEMENTS Consolidated income statement
For the year ended 31 December 2023
Revenue
Cost of sales
Gross profit
Selling, general and administrative expenses
Net impairment losses on financial assets
Operating profit
Finance income
Finance costs
Net finance costs
Profit before taxation
Income tax charge
Profit for the year
Basic earnings per share
Diluted earnings per share
Note
3
3
14
4
7
7
7
3
8
9
9
2023
£m
657.6
(439.5)
218.1
(157.1)
(0.8)
60.2
3.4
(13.6)
(10.2)
50.0
(11.8)
38.2
19.6p
19.5p
2022
£m
715.5
(493.2)
222.3
(151.2)
(0.4)
70.7
1.0
(10.3)
(9.3)
61.4
(13.6)
47.8
24.6p
24.5p
The notes on pages 177 to 226 are an integral part of these consolidated financial statements.
1 7 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Consolidated statement of comprehensive income
For the year ended 31 December 2023
Profit for the year
Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations
Total items that will not be reclassified to profit or loss
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations
Change in fair value of net investment hedge
Effective portion of changes in value of fair value hedges
Total items that may be reclassified (from)/to profit or loss
Other comprehensive (expense)/income for the year
Total comprehensive income for the year
Note
21
17
17
2023
£m
38.2
(1.7)
(1.7)
(31.9)
5.4
(0.5)
(27.0)
(28.7)
9.5
2022
£m
47.8
–
–
54.1
(11.7)
0.2
42.6
42.6
90.4
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive
income is disclosed in note 8.
The notes on pages 177 to 226 are an integral part of these consolidated financial statements.
1 7 3
FINANCIAL STATEMENTS
Consolidated statement of changes in equity
For the year ended 31 December 2023
Share
capital
£m
Share
premium
£m
Treasury
reserve3
£m
Hedging
reserve
£m
Translation
reserve2
£m
Retained
earnings
£m
Note
At 1 January 2022
Profit for the year
Other comprehensive income
Total comprehensive income
Transactions with owners
in their capacity as owners
Share-based payments1
Dividends paid
Issue of own shares from
Employee Benefit Trust
Purchase of own shares for
Employee Benefit Trust
Total transactions with
owners
At 31 December 2022
Profit for the year
Other comprehensive expense
Total comprehensive
income/(expense)
Transactions with owners
in their capacity as owners
Share-based payments1
Dividends paid
Issue of own shares from
Employee Benefit Trust
Purchase of own shares for
Employee Benefit Trust
Total transactions with
owners
At 31 December 2023
24
23
23
24
23
23
9.8
–
–
–
–
–
–
–
–
9.8
–
–
–
–
–
–
–
–
9.8
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.1
–
0.1
0.1
(2.6)
–
–
–
–
–
0.5
(6.6)
(6.1)
(8.7)
–
–
–
–
–
2.2
(0.5)
1.7
(7.0)
Total
equity
£m
482.4
47.8
42.6
90.4
49.2
–
42.4
42.4
426.0
47.8
–
47.8
–
–
–
–
–
91.6
–
(26.5)
0.8
(25.4)
0.8
(25.4)
(0.5)
–
–
(6.6)
(25.1)
448.7
38.2
(1.7)
(31.2)
541.6
38.2
(28.7)
–
–
0.2
0.2
–
–
–
–
–
0.2
–
(0.5)
(0.5)
(26.5)
36.5
9.5
–
–
–
–
–
–
–
–
–
–
(0.3)
65.1
1.2
(26.6)
1.2
(26.6)
(1.9)
0.4
–
(0.5)
(27.3)
457.9
(25.5)
525.6
1 Share-based payments include a tax charge of £0 million (2022: tax charge of £0.2 million) and a credit due to issuance of shares under the
deferred share bonus plan of £0.1 million (2022: £0.2 million).
2 The Translation reserve is used to record the difference arising from the retranslation of the financial statements of foreign operations, offset by
net investment hedges.
3 The Treasury reserve reflects ordinary shares in Tyman plc held by the Company and the EBT to fulfil obligations under the Group’s share plans.
The notes on pages 177 to 226 are an integral part of these consolidated financial statements.
1 7 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Consolidated balance sheet
For the year ended 31 December 2023
ASSETS
Non-current assets
Goodwill
Intangible assets
Property, plant and equipment
Right-of-use assets
Financial assets at fair value through profit or loss
Derivative financial instruments
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current tax asset
Assets classified as held for sale
TOTAL ASSETS
LIABILITIES
Current liabilities
Trade and other payables
Derivative financial instruments
Borrowings
Lease liabilities
Current tax liabilities
Provisions
Non-current liabilities
Borrowings
Lease liabilities
Deferred tax liabilities
Derivative financial instruments
Retirement benefit obligations
Provisions
TOTAL LIABILITIES
NET ASSETS
EQUITY
Capital and reserves attributable to owners of the Company
Share capital
Share premium
Treasury reserve
Hedging reserve
Translation reserve
Retained earnings
TOTAL EQUITY
Note
2023
£m
2022
£m
10
10
11
12
14
17
8
13
14
15
11
16
17
18
12
20
18
12
8
17
21
20
22
22
17
399.3
399.3
66.2
71.1
55.4
1.2
–
1.4
57.7
74.6
57.3
1.2
0.2
1.7
594.6
592.0
119.0
85.6
63.7
2.3
270.6
2.4
273.0
867.6
(94.8)
(0.5)
(60.2)
(7.1)
(2.0)
(2.1)
153.1
81.4
74.6
–
309.1
–
309.1
901.1
(88.3)
(0.2)
(15.9)
(6.8)
(1.8)
(5.0)
(166.7)
(118.0)
(111.5)
(52.6)
(4.9)
(0.3)
(2.6)
(3.4)
(175.3)
(342.0)
525.6
9.8
0.1
(7.0)
(0.3)
65.1
457.9
525.6
(172.5)
(54.9)
(6.9)
–
(4.3)
(2.9)
(241.5)
(359.5)
541.6
9.8
–
(8.7)
0.2
91.6
448.7
541.6
The notes on pages 177 to 226 are an integral part of these consolidated financial statements.
The financial statements on pages 172 to 176 were approved by the Board on 6 March 2024 and signed on its behalf by:
Jason Ashton
Chief Executive Officer
Peter Ho
General Counsel & Company Secretary
Tyman plc
Company registration number: 02806007
1 7 5
FINANCIAL STATEMENTS
Consolidated cash flow statement
For the year ended 31 December 2023
Cash flow from operating activities
Profit before taxation
Adjustments
Changes in working capital:
Inventories
Trade and other receivables
Trade and other payables
Provisions utilised
Pension contributions
Income tax paid
Net cash generated from operating activities
Cash flow from investing activities
Purchases of property, plant and equipment
Purchases of intangible assets
Proceeds on disposal of property, plant and equipment
Acquisition of subsidiary undertakings, net of cash acquired
Interest received
Net cash used in investing activities
Cash flow from financing activities
Interest paid
Dividends paid
Proceeds from issue of own shares from Employee Benefit Trust
Purchase of own shares for Employee Benefit Trust
Refinancing costs paid
Proceeds from drawdown of borrowings
Repayments of borrowings
Principal element of lease payments
Net cash used in financing activities
Note
3
26
11
10
25
24
Net decrease in cash and cash equivalents and bank overdrafts
Exchange (loss)/gain on cash and cash equivalents and bank overdrafts
Cash and cash equivalents and bank overdrafts at beginning of year
Cash and cash equivalents and bank overdrafts at end of year
15
The notes on pages 177 to 226 are an integral part of these consolidated financial statements.
2023
£m
50.0
51.3
28.7
(6.7)
7.8
(4.2)
(2.6)
(15.5)
108.8
(11.1)
(4.5)
0.1
(43.8)
3.4
(55.9)
(11.7)
(26.6)
0.4
(0.5)
(0.6)
84.7
(103.7)
(7.1)
(65.1)
(12.2)
(7.7)
58.2
38.3
2022
£m
61.4
53.0
(4.8)
5.6
(32.2)
(0.7)
(0.2)
(21.5)
60.6
(19.2)
(4.9)
0.1
–
0.9
(23.1)
(9.5)
(25.4)
–
(6.6)
(2.1)
122.3
(113.0)
(6.2)
(40.5)
(3.0)
3.1
58.1
58.2
1 7 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Notes to the financial statements
For the year ended 31 December 2023
1. General information
Tyman plc is a leading international supplier of engineered fenestration and access solutions to the construction industry. The
Group designs and manufactures products that enhance the comfort, sustainability, security, safety and aesthetics of residential
homes and commercial buildings. Tyman serves its markets through three regional divisions. Headquartered in London, the
Group employs approximately 3,600 people with facilities in 15 countries.
Tyman plc is a public limited company listed on the London Stock Exchange, incorporated and domiciled in the United Kingdom.
The Company is registered in England & Wales and the address of the Company’s registered office is 29 Queen Anne’s Gate,
London SW1H 9BU.
2. Accounting policies and basis of preparation
The accounting policies in this section relate to the financial statements in their entirety. Accounting policies, including critical
accounting judgements and estimates used in the preparation of the financial statements, that relate to a particular note,
are described in the specific note to which they relate. The accounting policies have been consistently applied to all the years
presented, unless otherwise stated.
2.1 Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis except for items that are required by
International Financial Reporting Standards (IFRS) to be measured at fair value, principally certain financial instruments.
The consolidated financial statements have been prepared in accordance with IFRS, which includes the standards and
interpretations issued by the International Accounting Standards Board (IASB), which have been adopted by the United Kingdom
(UK) as well as the Companies Act 2006.
These consolidated financial statements are presented in millions of sterling rounded to the nearest one decimal place.
2.2 Going concern
The Group’s business activities, financial performance and position, together with factors likely to affect its future development
and performance, are described in the Chief Executive Officer’s review on pages 30 to 32. Changes to principal risks and
uncertainties are described on pages 84 to 93.
As at 31 December 2023, the Group had net cash and cash equivalents of £38.3 million, and an undrawn RCF available of £144.8
million, giving liquidity headroom of £183.1 million. The Group also has potential access to an uncommitted accordion facility of
£100 million. The RCF matures in December 2027.
The Group is subject to leverage and interest cover covenants tested in June and December and had significant headroom on
both covenants at 31 December 2023, with £65.4 million (65%) of EBITDA headroom on the leverage covenant and £68.0 million
(70%) of EBITDA headroom on the interest cover covenant.
The Group has performed an assessment of going concern through reviewing liquidity headroom and covenant compliance
under the Board approved financial forecast and modelling several downside scenarios, as outlined in the viability statement on
pages 94 to 96. In all scenarios modelled, the Group would retain significant liquidity and covenant headroom throughout the
going concern period.
Reverse stress-testing has also been performed to model a scenario that would result in the elimination of covenant headroom
within the going concern assessment period. Revenue would need to decrease significantly, to an extent not considered
reasonably possible, for the covenants to be breached. As part of this assessment, the Group has considered the risks relating to
climate change. As this risk relates to the medium-to-long term, there is no impact on the short-term going concern assessment
and, as a result, management have not included any impact in either the base case or any of the downside scenarios of the
going concern assessment. For further details on how management have analysed any potential climate risks into the financial
process, please refer to note 2.3 and note 10.3.1.
Having reviewed the various scenario models, available liquidity and taking into account current trading, the Directors
are satisfied that the Group has sufficient financial resources to continue in operation for the foreseeable future, which is
considered to be a period of not less than twelve months from the date of this report. Accordingly, the consolidated and
Company financial information has been prepared on a going concern basis.
The Group’s viability statement is set out on pages 94 to 96 of the Annual Report and Accounts.
1 7 7
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
2. Accounting policies and basis of preparation continued
2.3 Accounting judgements and estimates
The preparation of financial statements requires management to exercise judgement in applying the Group’s accounting
policies. It also requires the use of certain critical accounting estimates and assumptions that affect the reported amounts
of assets, liabilities, income and expenses. Actual results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the
estimate is revised and in any affected future periods.
There are no areas representing critical judgements made by management and no key sources of estimation uncertainty in the
Group’s financial statements.
The Group has considered the impact of climate change in preparing these financial statements, in line with the risks identified
as part of the TCFD and CFD work outlined on pages 58 to 82. Climate change considerations have been described further in the
relevant notes; however, there are no risks identified that would materially impact the financial statements.
2.4 Changes in accounting policies and disclosures
2.4.1 New, revised and amended standards and interpretations adopted by the Group
The accounting standards and interpretations that became applicable in the year did not materially impact the Group’s
accounting policies and did not require retrospective adjustments.
Title
IFRS 17
Subject
Insurance Contracts
Amendments to IFRS 17
IFRS 17
Effective date per UKEB
1 Jan 2023
1 Jan 2023
1 Jan 2023
Amendments to IAS 1
Amendments to IAS 12
Presentation of Financial Statements and IFRS practice statement 2
making materiality judgements – disclosure of accounting policies
Income taxes – Deferred tax related to assets and liabilities arising
from a single transaction
1 Jan 2023
Amendments to IAS 12
Incomes taxes – International tax reform – Pillar two model rules
1 Jan 2023
Amendments to IAS 8
Accounting policies, changes in accounting policies, estimates and
errors – Definition of accounting estimates
1 Jan 2023
2.4.2 New, revised and amended accounting standards not yet adopted
Certain new accounting standards, amendments to accounting standards and interpretations have been published that are
not mandatory for 31 December 2023 reporting periods and have not been early adopted by the Group. These standards,
amendments or interpretations are not expected to have a material impact on the Group in the current or future reporting
periods. These standards, amendments or interpretations are listed below:
Title
Subject
Effective date per UKEB
Amendments to IAS 1
Classification of liabilities as current or non-current
Amendments to IAS 7 and IFRS 7 Supplier finance arrangements
Amendment to IFRS 16
Lease Liability in a Sale and Leaseback
Amendments to IAS 1
Non-current liabilities with covenants
1 Jan 2024
1 Jan 2024
1 Jan 2024
1 Jan 2024
2.5 Consolidation
Subsidiaries are entities that are directly or indirectly controlled by the Group. Control exists when the Group is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its
power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are
deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated.
Unrealised losses are also eliminated. Where necessary, amounts reported by subsidiaries have been adjusted to conform to the
Group’s accounting policies.
1 7 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 2.6 Foreign exchange
2.6.1 Functional and presentation currency
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). The consolidated financial statements are
presented in sterling, which is the functional currency of the Company and the presentation currency of the Group.
2.6.2 Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
the income statement, except when deferred in other comprehensive income as qualifying net investment hedges. Other than
the ineffective element, these are recognised directly in equity until the disposal of the net investment, at which time they are
recognised in the income statement.
2.6.3 Group companies
On consolidation, assets and liabilities of Group companies denominated in foreign currencies are translated into sterling at the
exchange rate prevailing at the balance sheet date. Income and expense items are translated into sterling at the average rates
throughout the year, unless the average rate is not a representative rate for any significant transactions, in which case the rate
prevailing at the date of the transaction is used.
Exchange differences arising on the translation of opening net assets of Group companies, together with differences arising
from the translation of the net results at average or actual rates to the exchange rate prevailing at the balance sheet date, are
taken to other comprehensive income. On disposal of a foreign entity, the cumulative translation differences recognised in other
comprehensive income relating to that particular foreign operation are recognised in the income statement as part of the gain
or loss on disposal.
2.7 Revenue recognition
The Group derives revenue solely from the sale of goods to customers. This revenue recognition policy applies to all product
types and sales channels. Revenue from the sale of goods is recognised when control of the goods has been transferred to the
buyer. Control transfers when the customer has the ability to direct the use of, and obtain substantially all of, the benefits of the
goods. This is either on dispatch of the goods or on receipt of goods by the customer, depending on the terms of shipment.
Where the Group is responsible for arranging shipping services, an evaluation is made to determine whether the shipping
services are a separate performance obligation. Where these are considered to be a separate performance obligation, the
revenue recognition criteria are applied to the performance obligations of sale of goods and shipping services separately.
Revenue is allocated to each performance obligation based on its standalone selling price.
The Group is considered to be acting as the principal in shipping arrangements when it has discretion over setting prices,
has primary responsibility for fulfilling the obligation, and retains inventory risk. In these circumstances, the cost of freight
to customers is considered a distribution expense. The cost of freight is recorded within selling, general and administrative
expenses.
Revenue is measured at the fair value of the consideration received or receivable. Revenue represents the amounts receivable
for goods supplied, stated net of discounts, returns, rebates and value-added taxes. Where customers have a right to return
goods, a refund liability is recognised (included in trade and other payables) for the expected value of refunds to be provided
to customers. A corresponding contract asset is recognised reflecting the value of goods expected to be returned (included
in other receivables). Accumulated experience is used to estimate and provide for expected returns using the expected value
method.
Volume rebates are estimated with reference to customer agreements, which typically, have tiered volume thresholds based on
the level of sales expected to be achieved over the period of the agreement using the expected value method. Early settlement
discounts are known shortly after the sale and can therefore be reliably estimated. Revenue is only recognised to the extent that
it is highly probable that a significant reversal will not occur.
Incremental costs of obtaining a contract, such as sales commissions, are expensed as incurred, as the period over which the
Group obtains benefit from these is less than twelve months.
1 7 9
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
3. Segment reporting
3.1 Accounting policy
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision
Maker. The Chief Operating Decision Maker, defined as the Board of Directors of the Group, is responsible for allocating
resources and assessing performance of the operating segments.
3.2 Segment information
The reporting segments reflect the manner in which performance is evaluated and resources are allocated. The Group operates
through three clearly defined divisions: Tyman North America, Tyman UK & Ireland and Tyman International.
North America comprises all the Group’s operations within the US, Canada and Mexico. UK & Ireland comprises the Group’s
UK and Ireland hardware business, together with Access 360 and Tyman Sourcing Asia. International comprises the Group’s
remaining businesses outside the US, Canada, Mexico and the UK (although it includes the two UK seal manufacturing plants
that are managed by the Tyman International leadership team). Centrally incurred functional costs that are directly attributable
to a division are allocated or recharged to the division. All other centrally incurred costs and eliminations are disclosed as a
separate line item in the segment analysis.
In the opinion of the Board, there is no material difference between the Group’s operating segments and segments based on
geographical splits. Accordingly, the Board does not consider geographically defined segments to be reportable.
The following tables present revenue and profit information for the Group’s reporting segments, which have been generated
using the Group’s accounting policies, with no differences of measurement applied, other than those noted above.
3.2.1 Revenue by division
2023
Inter-
segment
revenue
£m
(2.2)
(0.2)
(1.8)
(4.2)
Segment
revenue
£m
434.5
97.5
129.8
661.8
External
revenue
£m
Segment
revenue
£m
432.3
97.3
128.0
657.6
474.9
103.5
143.4
721.8
2022
Inter-
segment
revenue
£m
(3.0)
(0.2)
(3.1)
(6.3)
External
revenue
£m
471.9
103.3
140.3
715.5
North America
UK & Ireland
International
Total revenue
Included within the Tyman International segment is revenue generated from the UK of £26.4 million (2022: £24.7 million).
3.2.2 Revenue by product line
Window and door hardware
Seals and extrusions
Commercial access solutions
Other products
Total revenue from products
2023
£m
472.7
106.4
76.3
2.2
2022
£m
512.4
126.3
74.7
2.1
657.6
715.5
1 8 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
3.2.3 Profit before taxation
North America
UK & Ireland
International
Operating segment profit
Centrally incurred costs
Adjusted operating profit
Adjusting items
Amortisation of acquired intangible assets
Operating profit
Net finance costs
Profit before taxation
3.2.4 Operating profit disclosures
North America
UK & Ireland
International
Unallocated
Total
3.2.5 Segment assets and liabilities
North America
UK & Ireland
International
Unallocated
Total
Note
6
10
7
2023
£m
67.1
12.0
13.5
92.6
(8.2)
84.4
(10.6)
(13.6)
60.2
(10.2)
50.0
Cost of sales
Depreciation
Amortisation
2023
£m
2022
£m
(300.8)
(345.5)
(62.0)
(76.7)
–
(65.3)
(82.4)
–
2023
£m
(12.6)
(2.2)
(4.9)
(0.2)
2022
£m
(12.6)
(1.9)
(4.8)
(0.2)
2023
£m
(11.9)
(1.2)
(3.2)
–
2022
£m
66.8
14.5
21.3
102.6
(8.0)
94.6
(6.3)
(17.6)
70.7
(9.3)
61.4
2022
£m
(13.7)
(2.8)
(3.1)
–
(439.5)
(493.2)
(19.9)
(19.5)
(16.3)
(19.6)
Segment assets
Segment liabilities1
Non-current assets2
2023
£m
564.8
139.4
158.8
4.6
867.6
2022
£m
598.3
131.3
160.6
10.9
901.1
2023
£m
(89.2)
(38.6)
(52.0)
(162.2)
(342.0)
2022
£m
(114.4)
(32.8)
(45.5)
(166.8)
(359.5)
2023
£m
429.5
88.3
78.5
(1.7)
2022
£m
421.6
86.5
83.6
0.3
594.6
592.0
1
Included within unallocated segment liabilities are centrally held borrowings of £156.9 million (2022: £163.0 million) and other liabilities of
£5.3 million (2022: £3.8 million). Where borrowings can be directly attributed to segments, these have been allocated.
2 Non-current assets exclude non-current assets held for sale.
Non-current assets of the International segment include £14.4 million (2022: £12.4 million) attributable to the UK.
1 8 1
FINANCIAL STATEMENTS
Notes to the financial statements
For the year ended 31 December 2023
3. Segment reporting continued
3.2.6 Capital expenditure
North America
UK & Ireland
International
Total
3.2.7 Other disclosures
North America
UK & Ireland
International
Total
Property, plant and
equipment
Intangible assets
2023
£m
6.3
1.1
3.7
11.1
2022
£m
9.7
4.2
5.3
19.2
2023
£m
4.2
0.1
0.2
4.5
2022
£m
4.1
0.2
0.6
4.9
Goodwill
Intangible assets
Retirement benefit
obligations
2023
£m
304.2
60.2
34.9
399.3
2022
£m
302.7
60.2
36.4
399.3
2023
£m
51.8
1.0
13.4
66.2
4. Operating profit
Operating profit is stated after charging the following:
Depreciation of property, plant and equipment
Depreciation of right-of-use assets
Amortisation of acquired intangible assets
Amortisation of other intangible assets
Impairment of other intangible assets
Write off of goodwill
Research and development costs
Foreign exchange loss
Loss on disposal of property, plant and equipment
Employee costs
Analysis of auditor’s remuneration:
Audit of Parent Company and consolidated financial statements
Audit of subsidiaries
Total audit
Audit-related assurance services
Total fees
Total audit fees
Total non-audit fees
Total fees
2022
£m
38.9
2.2
16.6
57.7
Note
11
12
10
10
10
10
2023
£m
–
–
(2.6)
(2.6)
2023
£m
(12.0)
(7.9)
(13.6)
(2.7)
–
(1.0)
(5.2)
(1.9)
(0.2)
2022
£m
(1.3)
–
(3.0)
(4.3)
2022
£m
(12.4)
(7.1)
(17.6)
(2.0)
(0.1)
–
(5.1)
(0.7)
(0.1)
5
(164.0)
(158.6)
2023
£m
(0.4)
(0.8)
(1.2)
(0.1)
(1.3)
(1.2)
(0.1)
(1.3)
2022
£m
(0.3)
(0.8)
(1.1)
(0.1)
(1.2)
(1.1)
(0.1)
(1.2)
Audit-related assurance services were in respect of the interim review and were £67,839 (2022: £64,000).
1 8 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
5. Employees and employee costs
5.1 Accounting policy
5.1.1 Wages and salaries
Wages and salaries are recognised in the income statement as the employees’ services are rendered.
5.1.2 Termination benefits
Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever
an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the
earlier of the following dates:
• When the Group can no longer withdraw the offer of those benefits; or
• When the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of
termination benefits.
In the case of an offer made to encourage voluntary redundancy, the termination benefits are measured based on the number
of employees expected to accept the offer. Benefits falling due more than twelve months after the end of the reporting period
are discounted to their present value.
5.1.3 Bonus plans
The Group recognises a liability and an expense for bonuses based on the expected level of payment to employees in respect of
the relevant financial year. The Group recognises a provision where contractually obliged or where there is a past practice that
has created a constructive obligation.
5.2 Number of employees
The average monthly number of employees during the financial year and as at 31 December 2023 was:
Average
As at 31 December
Administration
Operations
Sales
Total number of employees
The analysis above includes Directors.
5.3 Employment costs
2023
670
2,675
278
3,623
2022
693
3,146
296
4,135
Employment costs of employees, including Directors’ remuneration, during the year were as follows:
Wages and salaries
Social security costs
Share-based payments – equity settled
Share-based payments – cash settled
Pension costs – defined contribution schemes
Pension costs – defined benefit schemes
Total employment costs
Note
23
23
21
21
Details of Directors’ remuneration are set out in the Remuneration report on pages 132 to 158.
2023
681
2,692
268
3,641
2023
£m
(145.8)
(12.2)
(1.1)
(0.4)
(4.2)
(0.3)
2022
692
2,742
283
3,717
2022
£m
(141.2)
(12.1)
(0.8)
(0.2)
(4.0)
(0.3)
(164.0)
(158.6)
1 8 3
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
6. Adjusting items
6.1 Accounting policy
The Group excludes from adjusted performance metrics certain items that are considered to be significant in nature and/
or quantum and where treatment as an adjusted item provides stakeholders with additional useful information to assess the
trading performance of the Group compared with prior periods. Under the Group’s policy, such items include costs of major
redundancy and restructuring programmes, transaction and integration costs associated with merger and acquisition activity,
significant impairment charges, gains or losses on the disposal of businesses and releases of provisions associated with
acquisitions that had initially been recognised as part of a purchase price allocation.
These adjusted performance metrics are used by management internally to monitor performance of the business, and the
Group aims to be both consistent and clear in its recognition and disclosure of adjusting items. Management judgement is
required in assessing the nature and amounts of transactions that satisfy the conditions for classification as an adjusted item.
See APMs section on pages 234 to 241.
6.2 Adjusting items
Restructuring costs
CEO transition costs
M&A costs
Argentina devaluation charge
Total adjusting items
2023
£m
(6.7)
(1.3)
(1.4)
(1.2)
2022
£m
(6.3)
–
–
–
(10.6)
(6.3)
The restructuring costs of £6.7 million comprise costs related to the consolidation of the three UK access solutions businesses
into a single site, costs related to a targeted reduction in workforce in North America, and costs associated with the international
fixed cost base optimisation, which include the final costs relating to the closure of the Hamburg facility and transfer of
production to the UK, cessation of manufacturing in Brazil and closure of the Chinese operation.
The CEO transition costs of £1.3 million include exit costs for the former CEO, as well as recruitment costs for the new CEO.
M&A costs of £1.4 million comprise costs associated with the Lawrence acquisition, including due diligence, legal fees, and other
acquisition-related costs, as well as a charge associated with the estimated earn-out, which under accounting standards, is
treated as post-combination remuneration rather than consideration due to it being conditional on continuing employment of a
key employee.
The Argentina devaluation charge of £1.2 million relates to the impact of the action taken by the new government in Argentina
to significantly devalue the Peso in December 2023 on retranslating a Euro-denominated payable held by the Group’s
Argentinian business.
7. Finance income and costs
Finance income
Interest income from short-term bank deposits
Gain on revaluation of derivative instruments
Finance costs
Interest payable on bank loans, private placement notes and overdrafts
Foreign exchange on borrowings
Interest payable on leases
Amortisation of borrowing costs
Pension interest cost
Loss on revaluation of derivative instruments
Net finance costs
1 8 4
2023
£m
2022
£m
3.4
–
3.4
(10.8)
0.8
(2.6)
(0.5)
(0.2)
(0.3)
(13.6)
(10.2)
0.9
0.1
1.0
(6.9)
0.2
(3.0)
(0.6)
–
–
(10.3)
(9.3)
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 8. Taxation
8.1 Accounting policy
The income tax charge comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that
it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised in the relevant
statement.
The Group’s liability for current tax is calculated using tax rates that have been enacted, or substantively enacted at the balance
sheet date in the countries where the Company and its subsidiaries operate and generate taxable income.
Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. No deferred tax liabilities are recognised if they arise from the initial
recognition of:
• goodwill; or
•
an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither
accounting nor taxable profit or loss.
Deferred income tax is determined using tax rates that have been enacted or substantively enacted at the balance sheet date
and are expected to apply when the related deferred income tax asset is realised or when the deferred income tax liability is
settled.
Deferred income tax liabilities are provided on taxable temporary differences arising on investments in subsidiaries except for
deferred income tax liabilities where the timing of the reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the foreseeable future.
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against
which the temporary differences can be utilised.
Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries only
to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit against
which the temporary difference can be utilised.
Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against
current tax liabilities and where the deferred income tax assets and liabilities relate to income taxes levied by the same taxation
authority. Offset may be applied, either within the same tax entity or different taxable entities, where there is an intention to
settle tax balances on a net basis.
The Group has made provisions for uncertain tax positions in accordance with IFRIC 23. At any point in time, the Group has
open tax returns across the jurisdictions in which it operates, which, may give rise to different amounts of tax due. Judgement
is required in making an assessment of whether it is probable a tax authority will accept an uncertain tax treatment. If it is not
probable the position will be accepted, estimation is required in making a provision using either the expected value approach or
the most likely outcome approach. The amounts at which tax liabilities are finally settled may differ from the amounts provided.
1 8 5
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
8. Taxation continued
8.2 Taxation – income statement and other comprehensive income
8.2.1 Tax on profit
Current taxation
Current tax on profit for the year
Prior year adjustments
Total current taxation
Deferred taxation
Origination and reversal of temporary differences
Rate change adjustment
Foreign exchange difference
Prior year adjustments
Total deferred taxation
Income tax charge in the income statement
Total charge relating to components of other comprehensive income
Current tax credit/(charge) on translation
Deferred tax charge on defined benefit obligations
Deferred tax charge on share-based payments
Income tax charge in the statement of other comprehensive income
Total current taxation
Total deferred taxation
Total taxation
Note
8.3
8.3
8.3
2023
£m
(16.5)
2.0
(14.5)
3.4
–
0.1
(0.8)
2.7
(11.8)
0.1
(1.3)
–
(1.2)
(14.4)
1.4
(13.0)
2022
£m
(19.1)
1.5
(17.6)
4.6
0.1
–
(0.7)
4.0
(13.6)
(0.3)
–
(0.2)
(0.5)
(17.9)
3.8
(14.1)
The standard rate of corporation tax in the UK changed from 19.0% to 25.0% with effect from 1 April 2023. Accordingly, the
Group’s UK profits for this financial year are taxed at a weighted average rate of 23.5% (2022: 19.0%). The deferred tax balances
have been measured using the applicable enacted rates they are expected to unwind at in their respective territories.
Taxation for other jurisdictions is calculated at rates prevailing in those respective jurisdictions.
8.2.2 Reconciliation of the total tax charge
The tax assessed for the year differs from the weighted average rate of 23.5% (2022: 19.0%). The differences are explained below:
Profit before taxation
Profit before taxation multiplied by the weighted average rate of corporation tax in the UK
of 23.5% (2022: 19.0%)
Effects of:
Expenses not deductible for tax purposes
Overseas tax rate differences
Rate change adjustment
Foreign exchange difference
Prior year adjustments
2023
£m
50.0
2022
£m
61.4
(11.8)
(11.7)
(0.1)
(1.2)
–
0.1
1.2
(0.2)
(2.5)
0.1
–
0.7
Income tax charge in the income statement
(11.8)
(13.6)
1 8 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 8.3 Taxation – balance sheet
The net movement in deferred tax is as follows:
Accelerated
tax
depreciation
£m
Post-
retirement
benefit
provisions
£m
Intangible
assets on
acquisition
£m
Purchased
goodwill
£m
Other
timing
differences
£m
At 1 January 2022
Income statement credit/(charge)
Tax charge relating to components of
other comprehensive income
Exchange difference
At 31 December 2022
Income statement credit/(charge)
Tax credit/(charge) relating to
components of other comprehensive
income
Exchange difference
At 31 December 2023
Comprised of:
Deferred tax assets
Deferred tax liabilities
Net deferred tax liabilities
(4.6)
0.1
–
–
(4.5)
(0.1)
–
–
(4.6)
0.3
–
–
–
0.3
1.0
(1.3)
–
–
(13.8)
4.5
–
(0.8)
(10.1)
3.3
–
–
(6.8)
4.0
(1.9)
–
–
2.1
(0.6)
–
–
1.5
6.2
1.3
(0.5)
–
7.0
(0.9)
0.1
0.2
6.4
2023
£m
1.4
(4.9)
(3.5)
Total
£m
(7.9)
4.0
(0.5)
(0.8)
(5.2)
2.7
(1.2)
0.2
(3.5)
2022
£m
1.7
(6.9)
(5.2)
The deferred tax asset arises from temporary differences arising in various tax jurisdictions, predominantly the US and UK. Given
both recent and forecast trading, the Directors are of the opinion that the level of profits in the foreseeable future is more likely
than not to be sufficient to recover these assets.
Deferred tax liabilities of £8.7 million (2022: £7.0 million) are expected to fall due after more than one year and deferred tax
assets of £1.5 million (2022: £1.1 million) are expected to be recovered after more than one year.
8.3.1 Factors that may affect future tax charges
The estimated tax losses within the Group are as follows:
Estimated tax losses:
Capital losses
Trading losses
Total estimated tax losses
Gross losses
Tax effect of losses
2023
£m
10.8
14.3
25.1
2022
£m
10.8
14.1
24.9
2023
£m
(2.5)
(3.2)
(5.7)
2022
£m
(2.7)
(4.2)
(6.9)
In accordance with the Group’s accounting policy, as the future use of these losses is uncertain, none of these losses have been
recognised as a deferred tax asset.
In respect of unremitted earnings of overseas subsidiaries, an assessable temporary difference exists, but no deferred tax
liability has been recognised because the Group is able to control the timing of any distributions from these subsidiaries and,
hence, any tax consequences that may arise.
1 8 7
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
8. Taxation continued
8.4 OECD Pillar Two model rules
The Group is within the scope of the OECD Pillar Two model rules. Pillar Two legislation was enacted in the United Kingdom,
the jurisdiction in which the Company is incorporated, and came into effect from 1 January 2024. Since the Pillar Two legislation
was not effective at the reporting date, the Group has no related current tax exposure. The Group has applied the exception to
recognising and disclosing information about deferred tax assets and liabilities related to Pillar Two income taxes, as provided in
the amendments to IAS 12 issued in May 2023.
Under the legislation, the Group would be liable to pay a top-up tax for any difference between its Global Anti-Base Erosion
(GloBE) effective tax rate per jurisdiction and the 15% minimum rate. The Group is in the process of assessing its exposure to the
Pillar Two legislation in conjunction with its tax specialists for when it comes into effect. There are complexities in applying the
legislation and calculating GloBE income which the Group is working through; however, based on analysis performed to date, it
is unlikely that the Group will have a material exposure as a result of the new legislation.
9. Earnings per share
9.1 Earnings per share
Profit for the year
Basic earnings per share (p)
Diluted earnings per share (p)
2023
£m
38.2
19.6p
19.5p
2022
£m
47.8
24.6p
24.5p
Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the year.
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the year, plus the weighted average number of ordinary
shares that would be issued on the conversion of all the diluted potential ordinary shares into ordinary shares.
9.2 Weighted average number of shares
Weighted average number of shares (including treasury shares)
Treasury shares
Employee Benefit Trust shares
Weighted average number of shares – basic
Effect of dilutive potential ordinary shares – LTIP awards and options
Weighted average number of shares – diluted
2023
‘m
196.8
(0.4)
(1.4)
195.0
1.4
196.4
2022
‘m
196.8
(0.5)
(2.1)
194.2
1.0
195.2
1 8 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 10. Goodwill and intangible assets
10.1 Accounting policy
10.1.1 Goodwill
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group’s
interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree.
For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the Cash Generating
Units (“CGU”) that are expected to benefit from the synergies of the combination. Each unit or group of units to which the
goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management
purposes. Goodwill is monitored at the operating segment level.
Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a
potential impairment. The carrying amount of goodwill is compared to the recoverable amount, which is the higher of value in
use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently
reversed.
10.1.2 Intangible assets
Intangible assets are stated at cost less accumulated amortisation and impairment. The estimated useful lives of acquired
intangible assets are reviewed whenever events or circumstances indicate that there has been a change in the expected pattern
of consumption of the future economic benefits embodied in the asset. Any amendments to the estimated useful lives of
intangible assets are recorded as a change in estimate in the period the change occurred.
i. Intangible assets arising on business combinations
On acquisition of businesses by the Group, the Group recognises any separately identifiable intangible assets separately from
goodwill. This includes acquired brands, customer relationships, trademarks and licences. These intangible assets are initially
measured at fair value and amortised on a straight-line basis over their estimated useful economic lives, being:
• Acquired brands
– 5 to 20 years
• Customer relationships – 7 to 15 years
ii. Computer software
Computer software which the Group has control over, is initially recognised at the purchase price of the software, plus directly
attributable costs of preparing the software for use. Directly attributable costs include configuration and customisation costs,
including both external consultancy and employee costs. Configuration and customisation costs associated with Software
as a Services (“SaaS”) arrangements are capitalised only if they create an intangible asset that the Group controls. If these
costs do not meet the definition of an intangible asset but are considered to be an integral part of the service provided by the
software provider, they are capitalised as a prepayment and expensed as the service is provided. In other cases, these costs are
expensed as incurred. Computer software is subsequently amortised on a straight-line basis over its estimated useful economic
lives, being:
• Computer software
– 3 to 7 years
iii. Research and development costs
Research costs are expensed to the income statement as incurred. Development costs are capitalised when all of the following
can be demonstrated:
•
•
•
•
•
The technical feasibility of completing the intangible asset so that it will be available for use or sale
The Group’s intention to complete the intangible asset and use or sell it
The Group’s ability to use the intangible asset or to sell it
That the intangible asset will generate probable future economic benefits. This includes the ability to demonstrate the
existence of a market for the intangible asset’s output or for the intangible asset itself; or, if the asset is to be used internally,
the Group must be able to demonstrate the usefulness of the intangible asset
The availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset
•
The Group’s ability to measure reliably the expenditure attributable to the intangible asset during its development
The Group does not currently capitalise any development costs, as for new products, the incremental costs from the point at
which technical feasibility is demonstrated, and there is enough certainty that sufficient future economic benefits will be derived
are not material.
1 8 9
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
10. Goodwill and intangible assets continued
10.1.3 Impairment of goodwill and intangible assets
Intangible assets, including goodwill, that have an indefinite useful life or intangible assets not ready to use, are not subject
to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment
whenever events or circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised
for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher
of the asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped
at the lowest levels for which there are largely independent cash inflows. Prior impairments of non-financial assets (other
than goodwill) are reviewed for possible reversal at each reporting date. Goodwill previously impaired cannot be reversed at a
later date.
10.2 Cash generating units
The Group’s CGUs have been defined as each of the Group’s three operating divisions. Each division has its own senior
management and leadership team, which holds the overall responsibility for the key decision making of each operating unit
within that division. In the opinion of the Directors, the divisions represent the smallest groups of assets that independently
generate cash flows for the Group and to which goodwill is allocated. This conclusion is consistent with the approach adopted in
previous years. Lawrence is identified as a separate CGU, however it was included in the North America division for the purpose
of monitoring goodwill.
10.3 Carrying amount of goodwill
Net carrying value
At 1 January 2022
Exchange difference
At 31 December 2022
Acquisition of subsidiary
Write off of goodwill
Exchange difference
At 31 December 2023
Note
£m
25
4
363.3
36.0
399.3
17.6
(1.0)
(16.6)
399.3
The write off of goodwill of £1.0 million relates to the closure of the business in China. This has been classified as an adjusting
item. See note 6.
Goodwill is monitored, principally, on an operating segment basis and the net book value of goodwill is allocated by CGU as
follows:
2023
£m
304.2
60.2
34.9
399.3
2022
£m
302.7
60.2
36.4
399.3
North America
UK & Ireland
International
Total goodwill
1 9 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 10.3.1 Impairment tests for goodwill
The recoverable amounts of CGUs are estimated from value in use (“VIU”) calculations. VIU is determined by discounting the
future pre-tax cash flows generated from the continuing use of the CGU, using a pre–tax discount rate.
Assumptions
Cash flow projections
Cash flow projections, including EBITDA margins, which have been reviewed and approved by the Board, are derived from the
bottom-up budget for 2024 and the strategic plan for 2025–2026, extrapolated for a further two years at an estimated medium-
term growth rate for each CGU. The five-year cash flows were extrapolated using a long-term growth rate of 2.0% (2022: 1.75%)
in order to calculate the terminal recoverable amount. The forecasts were derived using assumptions based on market growth
expectations, estimated share gains, and margin expansion from executing of strategic initiatives.
Climate change
The Group has considered the potential impact of climate change on future cash flows and the terminal growth rate used in the
impairment test. This took into consideration the quantification of the risks and opportunities identified in the sustainability
disclosures outlined in the sustainability report on pages 66 to 67, as well as the commitments made in the sustainability
roadmap. This included overlaying the impact of the quantified NPV impact for both the physical and transition risk as disclosed
in the sustainability report. After taking into account the potential impact of climate change, significant headroom remained in
the model.
In addition, there have been no factors identified that would be expected to limit the useful lives of any major assets or parts of
the business that would suggest the current terminal growth rate is not appropriate.
Discount rates
Discount rates are estimated using a weighted average cost of capital calculation as a base for each CGU. This uses observable
information such as market risk premiums, comparable company information, and country-specific interest rates to align with
the risk profiles of the CGUs. This is then adjusted to derive a pre-tax rate.
The key assumptions used in the VIU calculations in each of the Group’s CGUs at 31 December are as follows:
North America
UK & Ireland
International
Impairment review results: 2023
Average pre-tax
discount rate
Average EBITDA margin:
years one to five
2023
13.8%
12.8%
16.5%
2022
12.8%
12.7%
15.3%
2023
20.8%
14.1%
17.7%
2022
21.9%
17.5%
19.2%
A review of the carrying amount of goodwill and intangible assets across the Group has been carried out at year end taking
into account the current trading conditions and future prospects. The assumptions have been subjected to sensitivity analyses,
including sensitising revenue, EBITDA margin and the discount rate. The annual impairment review did not result in any
impairment losses being recognised in 2023. The results are summarised as follows:
UK & Ireland: Relative to the base case scenario, revenue would need to decline by over 4.5% on average in each of the five years
from 2024 to 2028, or the average EBITDA margin for the next five years would need to decrease from 14.1% to 11.1%, or the
post-tax discount rate would need to increase from 10.4% to 13.2% to reduce VIU headroom to zero. None of these scenarios are
considered reasonably possible changes in assumptions.
North America: Relative to the base case scenario, revenue would need to decline by over 2.2% on average in each of the five
years from 2024 to 2028, or the average EBITDA margin for the next five years would need to decrease from 20.8% to 17.4%, or
the post-tax discount rate would need to increase from 11.1% to 13.9% to reduce VIU headroom to zero. None of these scenarios
are considered reasonably possible changes in assumptions.
International: Relative to the base case scenario, revenue would need to decline by over 5.6% on average in each of the five
years from 2024 to 2028, or the average EBITDA margin for the next five years would need to decrease from 17.7% to 15.3%, or
the post-tax discount rate would need to increase from 12.8% to 15.3% to reduce VIU headroom to zero. None of these scenarios
are considered reasonably possible changes in assumptions.
1 9 1
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
10. Goodwill and intangible assets continued
10.4 Carrying amount of intangible assets
Computer
software
£m
Acquired
brands
£m
Customer
relationships
£m
Other
Intangibles
£m
Note
Cost
At 1 January 2022
Additions
Disposals
Transfer between categories
Exchange difference
At 31 December 2022
Additions
Disposals
Acquisition of subsidiary
25
Transfer between categories
Exchange difference
At 31 December 2023
Accumulated amortisation
At 1 January 2022
Amortisation charge for the year
Disposals
Impairment
Exchange difference
At 31 December 2022
Amortisation charge for the year
Disposals
Exchange difference
At 31 December 2023
Net carrying value
At 1 January 2022
At 31 December 2022
At 31 December 2023
4
4
15.5
4.7
(0.4)
0.1
1.8
21.7
4.4
(1.1)
–
(0.1)
(1.1)
23.8
(8.4)
(2.0)
0.4
(0.1)
(0.9)
(11.0)
(2.7)
1.1
0.6
82.1
252.5
–
–
(0.1)
7.8
89.8
0.1
(0.1)
1.5
0.1
(3.7)
87.7
(59.4)
(5.4)
–
(0.1)
(5.9)
(70.8)
(4.2)
0.1
3.0
–
–
–
24.3
276.8
–
–
20.6
–
(11.0)
286.4
(215.5)
(12.2)
–
–
(21.3)
(249.0)
(9.4)
–
10.4
(12.0)
(71.9)
(248.0)
7.1
10.7
11.8
22.7
19.0
15.8
37.0
27.8
38.4
–
0.2
–
–
–
0.2
–
–
–
–
–
0.2
–
–
–
–
–
–
–
–
–
–
–
0.2
0.2
Total
£m
350.1
4.9
(0.4)
–
33.9
388.5
4.5
(1.2)
22.1
–
(15.8)
398.1
(283.3)
(19.6)
0.4
(0.2)
(28.1)
(330.8)
(16.3)
1.2
14.0
(331.9)
66.8
57.7
66.2
Included in computer software are assets under construction of £2.7 million (2022: £3.4 million) for which amortisation has not
yet commenced.
The amortisation charge for the year has been included in selling, general and administrative expenses in the income statement
and comprises £13.6 million (2022: £17.6 million) relating to amortisation of acquired intangible assets and £2.7 million (2022:
£2.0 million) relating to amortisation of other intangible assets.
1 9 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 11. Property, plant and equipment
11.1 Accounting policy
Property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of the assets. Subsequent costs are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the
specific asset will flow to the Group and the cost of the subsequent item can be measured reliably. The carrying amount of
the replaced part is derecognised from the date of replacement. All other repairs and maintenance are charged to the income
statement during the financial period in which they are incurred.
Freehold land is not depreciated. Depreciation is provided on all other property, plant and equipment at rates calculated to
write off the cost less estimated residual value of each asset on a straight-line basis over its expected useful life, at the following
annual rates:
•
Freehold buildings
– 2.0% to 5.0%
• Plant and machinery
– 7.5% to 33.0%
The carrying amounts of property, plant and equipment are reviewed for impairment periodically if events or changes in
circumstances indicate that the carrying amount may not be recoverable. The assets’ residual values, useful lives and methods of
depreciation are reviewed and adjusted, if appropriate, at the end of each reporting period.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the
income statement.
Non-current assets classified as held for sale are measured at the lower of carrying amount or fair value less costs to sell. Non-
current assets are classified as held for sale if their carrying amount will be recovered through a sale transaction rather than
through continuing use. This condition is met only when the sale is highly probable, and the asset is available for immediate sale
in its present condition. Management must be committed to the sale which should be expected to qualify for recognition as a
completed sale within one year from the date of classification.
1 9 3
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
11. Property, plant and equipment continued
11.2 Carrying amount of property, plant and equipment
Freehold
land and
buildings
£m
Plant and
machinery
£m
Note
Total
£m
133.5
19.2
(8.6)
–
24.2
168.3
11.1
2.7
(12.2)
(7.6)
–
(11.0)
151.3
(70.0)
(12.4)
8.3
(0.7)
–
(18.9)
(93.7)
(12.0)
11.9
5.2
8.4
25.0
0.3
–
1.0
3.3
29.6
–
–
(0.5)
(6.6)
0.6
(1.4)
21.7
(7.8)
(1.0)
–
–
(0.2)
(1.9)
(10.9)
(1.0)
0.4
4.3
0.7
108.5
18.9
(8.6)
(1.0)
20.9
138.7
11.1
2.7
(11.7)
(1.0)
(0.6)
(9.6)
129.6
(62.2)
(11.4)
8.3
(0.7)
0.2
(17.0)
(82.8)
(11.0)
11.5
0.9
7.7
(6.5)
(73.7)
(80.2)
17.2
18.7
15.2
46.3
55.9
55.9
63.5
74.6
71.1
Cost
At 1 January 2022
Additions
Disposals
Transfers between asset categories
Exchange difference
At 31 December 2022
Additions
Acquisition of subsidiary
Disposals
Assets classified as held for sale
Transfers between asset categories
Exchange difference
At 31 December 2023
Accumulated depreciation
At 1 January 2022
Depreciation charge for the year
Disposals
Impairment
Transfers between asset categories
Exchange difference
At 31 December 2022
Depreciation charge for the year
Disposals
25
11.3
4
4
Assets classified as held for sale
11.3
Exchange difference
At 31 December 2023
Net carrying value
At 1 January 2022
At 31 December 2022
At 31 December 2023
1 9 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Depreciation on property, plant, and equipment is included in the income statement as follows:
Cost of sales
Selling, general and administrative expenses
Total depreciation charge
2023
£m
10.5
1.5
12.0
2022
£m
10.1
2.3
12.4
The carrying amounts of property, plant and equipment have been reviewed for impairment, with a charge of £nil (2022: charge
of £0.7 million) recognised. As part of this review, the Group has considered the impact of physical risk hazards arising from
climate change on significant asset locations, the risk of obsolescence or impairment of equipment due to the introduction
of climate-related technologies, and additional costs of transitioning to energy-efficient technology. There were no assets
identified where this would significantly reduce the useful economic life and no impairment charge has been recognised in
relation to climate change. Refer to the climate-related financial disclosures on pages 66 to 67 for further detail on climate risks
and opportunities.
11.3 Assets classified as held for sale
In October 2023, the Directors approved the sale of a warehouse located in Italy and entered into active discussions regarding
the sale. The sale is expected to be concluded in 2024. The carrying value of £2.4 million has been classified as an asset held for
sale. Any gain or loss will be recognised in the income statement once the property is sold.
12. Leases
12.1 Accounting policy
Recognition
At inception, the Group assesses whether a contract is or contains, a lease. This assessment involves the exercise of judgement
about each specified asset, whether the Group obtains substantially all the economic benefits from the use of that asset, and
whether the Group has the right to direct the use of the asset. The Group recognises a right-of-use (“ROU”) asset and a lease
liability at the commencement of the lease.
Short-term and low-value assets
The Group has elected not to recognise ROU assets and lease liabilities for leases where the total lease term is less than, or
equal to, twelve months, or for leases of assets with a value of less than £5,000. The payments for such leases are recognised in
the income statement on a straight-line basis over the lease term.
Non-lease components
Fees for components such as property taxes, maintenance, repairs and other services that are either variable or transfer
benefits separate to the Group’s right to use the asset are separated from lease components based on their relative stand-alone
selling price. These components are expensed in the income statement as incurred.
Measurement
Lease liabilities
Lease liabilities are initially measured at the present value of future lease payments at the commencement date. Lease
payments are discounted using the interest rate implicit in the lease, or where this cannot be readily determined, the lessee’s
incremental borrowing rate. Lease payments include the following payments due within the non-cancellable term of the lease,
as well as the term of any extension options where these are considered reasonably certain to be exercised:
•
Fixed payments
• Variable payments that depend on an index or rate
•
The exercise price of purchase or termination options if it is considered reasonably certain these will be exercised
Subsequent to the commencement date, the lease liability is measured at the initial value, plus an interest charge determined
using the incremental borrowing rate, less lease payments made. The interest expense is recorded in finance costs in the
income statement. The liability is remeasured when future lease payments change, when the exercise of extension or
termination options becomes reasonably certain, or when the lease is modified.
1 9 5
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
12. Leases continued
Right-of-use assets
The ROU asset is initially measured at cost, being the value of the lease liability, plus the value of any lease payments made at,
or before, the commencement date, initial direct costs and the cost of any restoration obligations, less any incentives received.
The ROU asset is subsequently measured at cost less accumulated depreciation and impairment losses. The ROU asset is
adjusted for any remeasurement of the lease liability. The ROU asset is subject to testing for impairment where there are any
impairment indicators.
12.2 The Group’s leasing arrangements
The Group leases manufacturing and warehousing facilities, offices, and various items of plant, machinery, and vehicles used in
its operations.
Leases of manufacturing and warehousing facilities and offices generally have lease terms between five and 25 years, whilst
plant, machinery, and vehicles generally have lease terms between six months and five years. The Group’s obligations under its
leases are secured by the lessor’s title to the leased assets. Generally, the Group is restricted from assigning and subleasing the
leased assets. There are several lease contracts that include extension and termination options and variable lease payments,
which are further discussed below.
12.3 Carrying value of right-of-use assets
Set out below are the carrying amounts of ROU assets recognised and the movements during the year:
Land and
buildings
£m
Plant and
machinery
£m
50.2
6.8
0.1
(0.1)
(6.1)
(0.2)
4.3
55.0
2.8
3.7
(6.9)
(1.2)
53.4
1.8
1.5
–
–
(1.0)
–
–
2.3
0.8
–
(1.0)
(0.1)
2.0
Total
£m
52.0
8.3
0.1
(0.1)
(7.1)
(0.2)
4.3
57.3
3.6
3.7
(7.9)
(1.3)
55.4
At 1 January 2022
Additions
Change in indexation
Disposals
Depreciation charge
Revaluation impairment
Exchange difference
At 31 December 2022
Additions
Change in indexation
Depreciation charge
Exchange difference
At 31 December 2023
1 9 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 12.4 Carrying value of lease liabilities
Set out below are the carrying amounts of lease liabilities and the movements during the year:
At 1 January
New leases
Change in indexation
Disposals
Interest charge
Lease payments
Exchange difference
At 31 December
Current liabilities
Non-current liabilities
At 31 December
12.5 Amounts recognised in profit or loss
The following are the amounts recognised in profit or loss:
Depreciation of ROU assets
Interest expense (included in finance cost)
Expense relating to short–term and low–value assets not included in lease liabilities (included in
cost of sales and selling, general and administration expenses)
Expense relating to variable lease payments not included in lease liabilities (included in cost of
sales and selling, general and administration expenses)
At 31 December
12.6 Extension and termination options
2023
£m
(61.7)
(3.6)
(3.7)
0.1
(2.6)
9.7
2.1
2022
£m
(54.8)
(8.3)
(0.1)
0.1
(3.0)
9.2
(4.8)
(59.7)
(61.7)
2023
£m
(7.1)
(52.6)
(59.7)
2023
£m
(7.9)
(2.6)
2022
£m
(6.8)
(54.9)
(61.7)
2022
£m
(7.1)
(3.0)
(1.6)
(2.3)
(0.7)
(12.8)
(0.7)
(13.1)
The Group has several lease contracts that include extension and termination options. These options are negotiated by
management to provide flexibility in managing the leased-asset portfolio and align with the Group’s business needs.
Management applied judgement in determining whether these options were reasonably certain to be exercised when
determining the lease term. In making this judgement, management considered the remaining lease term, future business
plans and other relevant economic factors.
As at 31 December 2023, potential future cash outflows of £74.9 million (2022: £60.7 million) (undiscounted) have not been
included in the lease liability because it is not reasonably certain that the leases will be extended (or not terminated).
1 9 7
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
13. Inventories
13.1 Accounting policy
Inventories are valued at the lower of cost and net realisable value. Cost is determined in accordance with the first-in, first-out
method. Cost includes the cost of materials determined on a purchase cost basis, direct labour and an appropriate proportion
of manufacturing overheads based on normal levels of activity. It excludes borrowing costs. Net realisable value is the estimated
selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to
make the sale.
The carrying amounts of inventories are stated with due allowance for excess, obsolete or slow-moving items. Management
exercises judgement in assessing net realisable value. In estimating provisions for slow-moving and obsolete inventory
management assesses of the nature and condition of the inventory, including assumptions around demand, market conditions
and new product development initiatives. To provide a consistent basis of estimation, the Group defines a methodology for
estimating the provision required to bring inventory to net realisable value. This methodology calculates a provision for obsolete
inventory at 100% of the value of inventory with no movement in the last 12 months and for slow-moving inventory at 75% of
the value of inventory holdings in excess of the last 24 months sales. Adjustments are then made where appropriate, such as
for new products without sales history or where inventory holdings are higher for strategic reasons. In 2022, the slow-moving
inventory provision for North America was amended to consider the excess over 24 months sales rather than 12 months.
This change was made as a result of having abnormally high levels of stock following the significant supply chain disruption
experienced. This change in estimate was extended to the rest of the Group in 2023, the effect of which was not material.
13.2 Carrying amount of inventories
Raw materials and consumables
Work in progress
Finished goods
At 31 December
2023
£m
34.0
23.3
61.7
2022
£m
45.4
25.0
82.7
119.0
153.1
The cost of materials charged to cost of sales in the income statement during the year was £272.6 million (2022: £320.7 million).
Inventories are stated net of an allowance for excess, obsolete or slow-moving items of £13.8 million (2022: £18.5 million).
A charge in respect of obsolete and slow-moving inventory of £1.2 million (2022: £0.2 million) was recognised during the year.
There were no borrowings secured on the inventories of the Group (2022: £nil).
14. Trade and other receivables
14.1 Accounting policy
Trade receivables are amounts due from customers for goods sold in the ordinary course of business. If collection is expected
in one year, or less they are classified as current assets; otherwise, they are presented as non-current assets.
Trade receivables are recognised initially at the transaction price. The Group holds the trade receivables with the objective
of collecting the contractual cash flows, and so it measures them subsequently at amortised cost using the effective interest
method, less appropriate allowances for estimated credit losses (provision for impairment).
The Group assesses, on a forward-looking basis, the expected credit losses associated with its trade receivables carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to
be recognised from initial recognition of the receivables. To measure the expected credit losses, trade receivables are grouped
based on shared credit risk characteristics and the length of time overdue. An estimate is made of the expected credit loss based
on the Group’s history, existing market conditions, as well as forward-looking estimates at the end of each reporting period.
The trade receivables impairment provision requires the use of estimation techniques by Group management. The estimate is
made based on the assessments of the creditworthiness of customers, the ageing profile of receivables, historical experience,
and expectations about future market conditions.
1 9 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 14.2 Carrying amounts of trade and other receivables
Trade receivables
Less: Provision for impairment of trade receivables
Trade receivables – net
Other receivables
Prepayments
At 31 December
2023
£m
71.9
(3.7)
68.2
10.5
6.9
85.6
2022
£m
70.5
(3.0)
67.5
6.4
7.5
81.4
All trade and other receivables are current. Trade receivables is net of an expected credit loss provision of £3.7 million (2022:
£3.0 million). The net carrying amounts of trade and other receivables are considered to be a reasonable approximation of their
fair values.
Impairment of trade receivables
An expected credit loss of £3.7 million has been recognised at 31 December 2023 (2022: £3.0 million).
The impairment loss allowance was determined as follows:
31 December 2023
Expected credit loss rate
Gross trade receivables (£m)
Loss allowance (£m)
31 December 2022
Expected credit loss rate
Gross trade receivables (£m)
Loss allowance (£m)
Not
yet due
0–3 months
overdue
3–12 months
overdue
> 12 months
overdue
1.0%
58.4
0.6
Not
yet due
0.3%
58.5
0.2
10.4%
91.7%
100.0%
11.5
1.2
0–3
months
overdue
1.2
1.1
0.8
0.8
3–12 months
overdue
> 12 months
overdue
15.7%
45.5%
100.0%
10.2
1.6
1.1
0.5
0.7
0.7
2023
£m
(3.0)
(0.8)
0.2
(0.1)
–
(3.7)
Movement in the allowance for impairment of trade receivables is as follows:
At 1 January
Net impairment losses on financial assets
Receivables written off during the year
Unused amounts reversed
Exchange difference
At 31 December
Movements in the impairment allowance are recognised in selling, general and administrative expenses in the income
statement.
The carrying amounts of trade and other receivables are denominated in the following currencies:
US dollars
Sterling
Euros
Other currencies
At 31 December
2023
£m
35.1
15.4
23.2
11.9
85.6
Total
5.1%
71.9
3.7
Total
4.2%
70.5
3.0
2022
£m
(3.0)
(0.4)
0.6
–
(0.2)
(3.0)
2022
£m
36.5
16.1
19.9
8.9
81.4
1 9 9
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
14. Trade and other receivables continued
14.3 Financial assets at fair value through profit or loss
The Group classifies equity investments as assets held at fair value through profit or loss (“FVPL”). See note 19.1 for financial
instruments accounting policy.
Financial assets measured at FVPL are as follows:
Unlisted shares
15. Cash and cash equivalents
15.1 Accounting policy
2023
£m
1.2
2022
£m
1.2
In the consolidated statement of cash flows and balance sheet, cash and cash equivalents include cash in hand, deposits held at
call with banks and other short-term, highly liquid investments with original maturities of three months or less. Bank overdrafts
are included in cash and cash equivalents only when there is a legal right of offset and an intention to settle net. Otherwise,
these are classified as borrowings.
Although the Group’s current bank overdrafts form part of cash pooling arrangements and the Group monitors cash net
of overdrafts, these do not meet the definition of cash under accounting standards and have therefore been classified as
borrowings. Please see below for reconciliation and refer to note 18 for bank overdrafts included in borrowings.
15.2 Carrying amounts of cash and cash equivalents
Cash at bank and in hand
Short-term deposits
Cash at bank and on deposit
Reconciliation of cash and cash equivalents and bank overdrafts at the year end:
Cash at bank and on deposit
Bank overdrafts disclosed in borrowings (note 18)
Net cash and cash equivalents and bank overdrafts at 31 December
2023
£m
60.6
3.1
63.7
2023
£m
63.7
(25.4)
38.3
2022
£m
71.4
3.2
74.6
2022
£m
74.6
(16.4)
58.2
Included in cash and cash equivalents is £3.2 million (2022: £3.6 million) of cash held in a foreign subsidiary that is not available
for use by the Group as a result of exchange control restrictions.
The carrying amounts of cash and cash equivalents are denominated in the following currencies:
Sterling
US dollars
Euros
Other currencies
Cash at bank and on deposit at 31 December
2023
£m
23.6
17.0
10.5
12.6
63.7
2022
£m
21.7
29.5
8.1
15.3
74.6
2 0 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 16. Trade and other payables
16.1 Accounting policy
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business
from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are
presented as non-current liabilities.
Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest
method.
16.2 Carrying amounts of trade and other payables
Trade payables
Other taxes and social security costs
Accruals
Deferred income
At 31 December
Analysed as:
Current liabilities
At 31 December
2023
£m
(56.7)
(4.8)
(31.8)
(1.5)
(94.8)
(94.8)
(94.8)
The carrying amounts of trade and other payables are considered to be a reasonable approximation of their fair values.
The carrying amounts of trade and other payables are denominated in the following currencies:
US dollars
Sterling
Euros
Other currencies
Trade and other payables at 31 December
17. Derivative financial instruments
17.1 Accounting policy
2023
£m
(48.6)
(16.3)
(23.0)
(6.9)
(94.8)
2022
£m
(55.8)
(3.7)
(27.4)
(1.4)
(88.3)
(88.3)
(88.3)
2022
£m
(49.9)
(13.9)
(17.7)
(6.8)
(88.3)
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as assets when fair value is positive and as liabilities
when fair value is negative.
The Group designates certain derivatives as:
•
•
fair value hedge: hedges of the fair value of recognised assets or liabilities or a firm commitment;
cash flow hedge: hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast
transaction; or
• net investment hedge: hedges of a net investment in a foreign operation.
For those instruments designated as hedges, the Group documents at the inception of the transaction, the relationship between
hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various
hedging transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether
the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of
hedged items.
The full fair value of a hedging derivative is classified as non-current and current asset/liabilities based on the contractual
maturity of the derivative. If the contractual maturity of the derivative is more than twelve months then it is classified as a
non-current asset or liability and as a current asset or liability when the contractual maturity of the derivative is less than twelve
months.
For derivatives that do not qualify for hedge accounting, any gains or losses arising from changes in fair value are recognised
immediately in the income statement.
2 0 1
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
17. Derivative financial instruments continued
17.1.1 Fair value hedges
Changes in the fair value of derivatives designated and qualifying as fair value hedges are recorded in other comprehensive
income, together with any changes in fair value of the hedged asset or liability that are attributable to the hedged risk.
17.1.2 Cash flow hedges
The effective portion of changes in the fair value of the derivatives that are designated and qualify as cash flow hedges is
recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in the
income statement.
Amounts accumulated in equity are reclassified to the income statement in the period in which the hedged item affects profit
or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting,
any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is
ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain
or loss that was reported in equity is immediately transferred to the income statement.
17.1.3 Net investment hedge
Hedges of net investments in foreign operations are accounted for in a similar manner to cash flow hedges. Any gain or loss on
the hedging instrument relating to the effective portion of the hedge is recognised in other comprehensive income. The gain
or loss relating to the ineffective portion is recognised in the income statement. Gains and losses accumulated in equity are
included in the income statement when the foreign operation is partially disposed of or sold.
Forward exchange contracts – not designated as hedges
Cross currency interest rate swaps – fair value hedges
At 31 December
Analysed as:
Current
Non-current
At 31 December
2023
2022
Assets
£m
Liabilities
£m
Assets
£m
Liabilities
£m
–
–
–
–
–
–
(0.5)
(0.3)
(0.8)
(0.5)
(0.3)
(0.8)
–
0.2
0.2
–
0.2
0.2
(0.2)
–
(0.2)
(0.2)
–
(0.2)
The carrying amounts of derivative financial instruments are denominated in the following currencies:
Sterling
US dollars
At 31 December
17.2 Forward exchange contracts
2023
2022
Assets
£m
Liabilities
£m
Assets
£m
Liabilities
£m
–
–
–
(0.5)
(0.3)
(0.8)
0.2
–
0.2
–
(0.2)
(0.2)
The notional principal amount of the outstanding forward foreign exchange contracts at 31 December 2023 was £34.8 million
(2022: £19.8 million). The contracts have a range of maturities up to 15 January 2025. Hedge accounting is not applied to
forward exchange contracts and gains or losses are recognised in the income statement.
During the year a loss of £0.3 million (2022: gain of £0.1 million) was recognised in the income statement for the changes in
value of the forward exchange contracts.
2 0 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 17.2.1 Cross-currency interest rate swaps
In April 2022, the Group entered into a fixed to fixed cross-currency interest rate swap, swapping US$10 million of the proceeds
from the private placement notes into sterling and euros to fund the Group’s UK and International operations. The notional
principal amounts of the outstanding interest rate swap at 31 December 2023 were £8.0 million (2022: £7.2 million). The swap
instrument has been designated as a fair value hedge against the coupon payments due on the US$10 million of US dollar
denominated private placement debt. The hedge ratio is 1:1 as the underlying value of the hedging instrument matches the
underlying value of the hedged item. There was no hedge ineffectiveness.
During the year a loss of £0.5 million (2022: gain of £0.2 million) was recognised in other comprehensive income.
17.2.2 Net investment hedges
The Group uses foreign currency-denominated debt to hedge the value of its US dollar and euro–denominated net assets, which
may change due to respective movements in US dollar and euro exchange rates. At 31 December 2023, the value of the net
investment hedges was £126.8 million (2022: £133.5 million). These hedges are considered highly effective, and no ineffective
portion has been recognised in the income statement.
The hedge ratio of each net investment hedge was 1:1, holding all other variables constant. The weighted average hedged rate
of the US net investment hedge was 1.244 (2022: 1.237) and of the EUR net investment hedge was 1.150 (2022: 1.173).
The effect of the net investment hedges on the Group’s financial statements is summarised as follows:
Loan carrying amount (£m)
Loan carrying amount ($m/€m)
Hedge ratio (holding all other variables constant)
Change in carrying amount of loans as a result of foreign currency
movements recognised in OCI
Change in value of hedged item used to determine hedge
effectiveness
18. Borrowings
18.1 Accounting policy
2023
US net
investment
hedge
2023
EUR net
investment
hedge
2022
US net
investment
hedge
2022
EUR net
investment
hedge
(86.4)
(110.0)
1:1
4.5
(40.4)
(46.6)
1:1
0.9
(4.5)
(0.9)
(90.9)
(110.0)
1:1
(9.5)
9.5
(42.6)
(48.1)
1:1
(2.2)
2.2
Interest-bearing loans and borrowings are recognised initially at fair value, net of transaction costs incurred. Interest-bearing
loans and borrowings are subsequently carried at amortised cost using the effective interest method. Bank overdrafts have
been included in borrowings. Please refer to note 15 for reconciliation of cash and cash equivalents and bank overdrafts.
18.2 Carrying amounts of borrowings
Unsecured borrowings at amortised cost:
Bank borrowings
Bank overdrafts
Senior notes
Capitalised borrowing costs
At 31 December
Analysed as:
Current liabilities
Non-current liabilities
At 31 December
Note
15
2023
£m
(54.3)
(25.4)
(94.3)
2.3
2022
£m
(74.9)
(16.4)
(99.2)
2.1
(171.7)
(188.4)
(60.2)
(111.5)
(171.7)
(15.9)
(172.5)
(188.4)
There were no defaults in interest payments in the year under the terms of the existing loan agreements.
Non-cash movements in the carrying amount of interest–bearing loans and borrowings relate to the amortisation of borrowing
costs (see note 7).
2 0 3
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
18. Borrowings continued
The carrying amounts of borrowings are denominated in the following currencies:
Sterling1
US dollars
Euros
At 31 December
1
Includes capitalised borrowing costs.
2023
£m
(31.2)
(100.1)
(40.4)
(171.7)
2022
£m
(24.2)
(121.5)
(42.7)
(188.4)
18.2.1 Bank borrowings
Multi-currency revolving credit facility
In December 2022, the Group refinanced its revolving credit facility, securing a new £210 million sustainability-linked
Revolving Credit Facility, which may be increased through an accordion option of up to £100 million. During the current year,
the Group exercised its option to extend the RCF by an additional year to December 2027. The banking facility is unsecured
and is guaranteed by Tyman plc and its principal subsidiary undertakings. A portion of the loan margin is now linked to the
performance of the Group on three sustainability metrics, which align with Tyman’s immediate sustainability priorities and its
2030 sustainability roadmap:
1. Reduction in Scope 1 and 2 emissions from the 2019 baseline
2. Year on year increase in percentage of revenue from positive-impact solutions that contribute to the United Nations
Sustainable Development Goals
3. Reduction in the Total Recordable Incident Rate per one million hours worked (excluding the impact of COVID-19)
Progress against these sustainability metrics will be independently verified on an annual basis. If Tyman achieves some, or all,
of these metrics, then the loan pricing will be reduced for the following year; a shortfall against the metrics will result in Tyman
paying a similar premium to a nominated charity.
As at 31 December 2023, the Group has undrawn amounts committed under the multi-currency revolving credit facility of £144.8
million (2022: £125.8 million). These amounts are floating rate commitments, which expire beyond twelve months.
18.2.2 Private placement notes
The Group’s private placement notes of US$120 million are notes issued to US financial institutions. These comprise:
• US$45.0 million issued in November 2014, with a ten-year maturity from inception at a coupon of 5.37%, due for repayment
in November 2024
• US$75 million issued in April 2022. US$40 million of these notes have a term of seven years maturing in April 2029, with a
coupon rate of 3.51%, and US$35 million have a term of ten years maturing in April 2032, with a coupon rate of 3.62%. These
notes incorporate three sustainability performance targets, which align with Tyman’s sustainability roadmap. This incentive
mechanism results in a modest reduction or increase in the coupon rate depending on performance against these targets.
The targets are:
• Reduction in Tyman’s Scope 1 and 2 emissions by a series of milestones, including a reduction of 50% by 2026 and
carbon neutrality by 2030 (relative to 2019 baseline)
•
Submission of Tyman’s Scope 3 target to the Science Based Target initiative (SBTi) for verification by February 2023
• Participation in CDP in 2022 and annually thereafter
18.3 Net debt
18.3.1 Net debt summary
Borrowings
Lease liabilities
Cash
At 31 December
2 0 4
2023
£m
2022
£m
(171.7)
(188.4)
(59.7)
63.7
(61.7)
74.6
(167.7)
(175.5)
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 18.3.2 Net debt reconciliation
Liabilities from financing activities
Other assets
At 1 January 2022
(149.1)
(54.8)
(203.9)
Borrowings1
£m
Lease
liabilities
£m
Subtotal
£m
Net cash
and bank
overdrafts
£m
58.1
(2.9)
–
–
–
–
–
3.0
–
–
58.2
(12.2)
–
–
–
–
–
–
(7.7)
–
–
Total
£m
(145.8)
(6.0)
(9.9)
9.5
0.1
(8.3)
(0.1)
(16.5)
2.1
(0.6)
(175.5)
13.9
(13.4)
11.7
1.7
0.1
(3.6)
(3.7)
1.0
0.6
(0.5)
(9.3)
(6.9)
6.5
–
–
–
(14.7)
2.1
(0.6)
(172.0)
19.0
(10.8)
9.1
1.7
–
–
–
6.6
0.6
(0.5)
6.2
(3.0)
3.0
0.1
(8.3)
(0.1)
(4.8)
–
–
(61.7)
7.1
(2.6)
2.6
–
0.1
(3.6)
(3.7)
2.1
–
–
(3.1)
(9.9)
9.5
0.1
(8.3)
(0.1)
(19.5)
2.1
(0.6)
(233.7)
26.1
(13.4)
11.7
1.7
0.1
(3.6)
(3.7)
8.7
0.6
(0.5)
Financing cash flows (excluding interest)
Interest expense
Interest payments
Disposals
New leases
Lease modifications
Foreign exchange adjustments
Capitalised borrowing costs
Amortisation of borrowing costs
At 31 December 2022
Financing cash flows (excluding interest)
Interest expense
Interest payments
Accrued interest
Disposals
New leases
Lease modifications
Foreign exchange adjustments
Capitalised borrowing costs
Amortisation of borrowing costs
At 31 December 2023
(146.3)
(59.7)
(206.0)
38.3
(167.7)
1 Borrowings exclude bank overdrafts of £25.4 million (2022: £16.4 million).
19. Financial risk management and financial instruments
19.1 Accounting policy
Financial assets and liabilities are recognised in the Group’s balance sheet when the Group becomes a party to the contractual
provisions of the instrument and are generally derecognised when the contract that gives rise to it is settled, sold, cancelled or
expires.
19.1.1 Financial assets
Classification
The Group classifies its financial assets in the following measurement categories:
•
•
Those to be measured subsequently at fair value through profit or loss
Those to be measured subsequently at amortised cost
The classification depends on the Group’s business model for managing the financial assets and the contractual terms of the
cash flows. For assets measured at fair value, gains and losses will be recorded in profit or loss.
Initial measurement
At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at FVPL,
transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets
carried at FVPL are expensed in profit or loss.
2 0 5
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
19. Financial risk management and financial instruments continued
Subsequent measurement
Debt instruments
Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash
flow characteristics of the asset. There are two measurement categories into which the Group classifies its debt instruments:
• Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows that represent solely
payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included
in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in
profit or loss and presented in selling, general and administrative expenses in the income statement, together with foreign
exchange gains and losses.
•
FVPL: Assets that do not meet the criteria for amortised cost or fair value through other comprehensive income are
measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognised in profit or loss
in the period in which it arises.
Equity instruments
The Group subsequently measures all equity investments at fair value, with any gains or losses recorded in profit or loss.
Impairment
The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at
amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For policy on impairment of trade receivables, see note 14.
19.1.2 Financial liabilities held at amortised cost
Financial liabilities held at amortised cost comprise “trade and other payables” (see note 16) and “interest-bearing loans and
borrowings” (see note 18).
19.2 Financial instruments: by category
Assets as per balance sheet:
31 December 2023
31 December 2022
Financial
assets at
amortised
cost
£m
Financial
assets
at fair value
through
profit or loss
£m
Derivatives
used for
hedging
£m
Financial
assets
at
amortised
cost
£m
Financial
assets
at fair value
through
profit or loss
£m
Derivatives
used for
hedging
£m
Total
£m
Trade and other
receivables1
Financial assets at
FVPL
Cash and cash
equivalents
Derivative financial
instruments
Total financial
assets
68.2
–
63.7
–
–
1.2
–
–
131.9
1.2
–
–
–
–
–
68.2
67.5
1.2
–
63.7
74.6
–
–
–
1.2
–
–
133.1
142.1
1.2
0.2
143.5
Total
£m
67.5
1.2
74.6
–
–
–
0.2
0.2
1 Excludes non-financial assets, including other receivables and prepayments.
2 0 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 31 December 2023
31 December 2022
Derivatives
used for
hedging
£m
Other
financial
liabilities at
cost
£m
–
–
(0.8)
–
(0.8)
(174.0)
(59.7)
–
(71.4)
(305.1)
Derivatives
used for
hedging
£m
Other
financial
liabilities at
cost
£m
–
–
(0.2)
–
(0.2)
(190.5)
(61.7)
–
(69.0)
(321.2)
Total
£m
(174.0)
(59.7)
(0.8)
(71.4)
(305.9)
Total
£m
(190.5)
(61.7)
(0.2)
(69.0)
(321.4)
Borrowings1
Lease liabilities
Derivative financial instruments
Trade and other payables2
Total financial liabilities
1 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022: £16.4 million).
2 Excludes non-financial liabilities, including employee cost accruals, deferred income and tax liabilities.
19.3 Financial instruments: risk profile
19.3.1 Capital risk management
The Group manages its capital structure to ensure that it will be able to continue as a going concern. The capital structure
of the Group consists of cash and cash equivalents (note 15), interest-bearing loans and borrowings (see note 18) and equity
attributable to the shareholders of the Company as disclosed in the consolidated statement of changes in equity.
19.3.2 Financial management
The Group’s principal financial instruments comprise bank loans, private debt and cash and short-term deposits. The Group
has various other financial instruments, such as trade receivables and trade payables that arise directly from its operations. No
trading in financial instruments is undertaken.
The Board reviews and agrees policies for managing each financial instrument risk and they are summarised below.
19.3.3 Liquidity and credit risk
The Group maintains sufficient cash and marketable securities and the availability of funding through an adequate amount of
credit facilities. Management monitors rolling forecasts of the Group’s liquidity on the basis of expected cash flow.
The Group manages liquidity risk by the pooling of cash resources and depositing funds available for investment in approved
financial instruments with financial institutions. Counterparty risk with respect to cash and cash equivalents is managed by only
investing in banks and financial instruments with independently assessed credit ratings of at least A2 as published by Standard
and Poor’s. Individual risk limits are assessed by management based on the external ratings. Management does not expect any
losses from the non-performance of these counterparties.
Credit risk is also attributable to the Group’s exposure to trade receivables due from customers. Management assesses the credit
quality of customers taking into account their financial position, past experience and other factors. In order to mitigate credit
risk, the Group utilises credit insurance in those areas of its operations where such insurance is available. In areas where such
insurance is not available or it is uneconomical to purchase, management monitors the utilisation of credit limits by customers,
identified either individually or by Group, and incorporates this information in credit risk controls. The diverse nature of the
Group’s customer base means that the Group has no significant concentrations of credit risk.
Trade receivables are presented in the balance sheet net of allowances for doubtful receivables.
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date.
During the year ended 31 December 2023, the Group operated within its borrowing facilities and has sufficient headroom under
its leverage covenant of 3.0x adjusted EBITDA and interest cover covenant of greater than 4x EBITDA.
2 0 7
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
19. Financial risk management and financial instruments continued
The table below analyses the contractual undiscounted cash flows of the Group’s financial liabilities into relevant maturity
groupings based on the contractual maturity date.
Borrowings1
Lease liabilities
Derivative financial instruments
Trade and other payables2
At 31 December 2023
Borrowings1
Lease liabilities
Derivative financial instruments3
Trade and other payables2
At 31 December 2022
Later than
one year but
not later
than five
years
£m
Not
later than
one year
£m
Later than
five years
£m
(64.6)
(9.6)
(34.8)
(71.3)
(180.3)
(20.6)
(6.6)
(19.8)
(69.0)
(96.6)
(25.8)
(0.3)
–
(122.7)
(127.0)
(19.4)
–
–
(29.8)
(42.7)
–
–
(72.5)
(65.9)
(34.7)
–
–
Total
£m
(191.0)
(78.1)
(35.1)
(71.3)
(375.5)
(213.5)
(60.7)
(19.8)
(69.0)
(116.0)
(146.4)
(100.6)
(363.0)
1 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022: £16.4 million).
2 Excludes non-financial liabilities.
3 Restated to reflect the gross undiscounted amount.
19.3.4 Interest rate risk
The interest rate profile of the Group’s borrowings as at 31 December 2023 was as follows:
Sterling
US dollars
Euros
Other
At 31 December 2023
Sterling
US dollars
Euros
Other
At 31 December 2022
Floating
rate
borrowings1
£m
Fixed rate
borrowings2
£m
Fixed
rate lease
liabilities
£m
(33.5)
(5.8)
(40.4)
–
(79.7)
(26.0)
(22.5)
(42.8)
–
(91.3)
–
(94.3)
–
–
(94.3)
–
(99.2)
–
–
(99.2)
(21.7)
(28.7)
(1.1)
(8.2)
(59.7)
(18.4)
(32.0)
(1.1)
(10.2)
(61.7)
Total
£m
(55.2)
(128.8)
(41.5)
(8.2)
(233.7)
(44.4)
(153.7)
(43.9)
(10.2)
(252.2)
1 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022:£16.4 million).
2 Excludes capitalised borrowing costs of £nil (2022: £nil).
The interest rate on the floating bank loans is linked to the inter-bank rates relevant to each currency of borrowing. The Board
periodically reviews any exposure the Group may have to interest rate fluctuations, and, where appropriate, considers use of
interest rate swaps to fix the cost of a proportion of these floating rate borrowings.
2 0 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Interest rate sensitivity
The impact of a 200-basis point movement in floating interest rates on borrowings would have a c.£1.8 million
(2022: c.£1.9 million) impact on profits. This impact would be reduced by the tax effect on such a change.
Interest rate risk of financial assets
The weighted average interest rate received on deposited funds was 4.1% during the year (2022: 0.8%).
19.3.5 Foreign currency risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily
with respect to the US dollar and the euro. Foreign exchange risk arises from future commercial and financing transactions,
recognised assets and liabilities denominated in a currency that is not the Group’s functional currency and net investments in
overseas entities.
The Group includes entities that transact in currencies other than sterling and that have functional currencies other than
sterling, whose net assets are, therefore, subject to currency translation risk. The Group borrows in local currencies as
appropriate to minimise the impact of this risk on the balance sheet. See details of net investment hedges in note 17.
Foreign currency exchange rate sensitivity
Foreign currency financial assets and liabilities, translated into sterling at the closing rate, are as follows:
At 31 December 2023
Financial assets
Trade and other receivables1
Financial assets at FVPL
Cash and cash equivalents
Derivative financial instruments
Total financial assets
Financial liabilities
Borrowings2
Lease liabilities
Derivative financial instruments
Trade and other payables3
Total financial liabilities
Potential impact on profit or loss – (loss)/gain
10% increase in functional currency
10% decrease in functional currency
Potential impact on other comprehensive income –
gain/(loss)
10% increase in functional currency
10% decrease in functional currency
Sterling
£m
US dollars
£m
Euros
£m
Other
£m
14.2
–
23.6
–
37.8
(33.5)
(21.7)
(0.3)
(12.6)
(68.1)
–
–
–
–
28.3
1.2
17.0
–
46.5
(100.1)
(28.7)
(0.5)
(37.4)
(166.7)
(2.2)
2.7
10.9
(13.4)
18.9
–
10.5
–
29.4
(40.4)
(1.1)
–
(18.7)
(60.2)
(0.1)
0.1
2.8
(3.4)
6.8
–
12.7
–
19.5
–
(8.2)
–
(2.6)
(10.8)
(0.7)
0.8
(0.7)
0.9
Total
£m
68.2
1.2
63.8
–
133.2
(174.0)
(59.7)
(0.8)
(71.3)
(305.8)
(3.0)
3.6
13.0
(15.9)
1 Excludes non-financial assets.
2 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022: £16.4 million).
3 Excludes non-financial liabilities.
2 0 9
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
19. Financial risk management and financial instruments continued
At 31 December 2022
Financial assets
Trade and other receivables1
Financial assets at FVPL
Cash and cash equivalents
Derivative financial instruments
Total financial assets
Financial liabilities
Borrowings2
Lease liabilities
Derivative financial instruments
Trade and other payables3
Total financial liabilities
Potential impact on profit or loss – (loss)/gain
10% increase in functional currency
10% decrease in functional currency
Potential impact on other comprehensive income –
gain/(loss)
10% increase in functional currency
10% decrease in functional currency
Sterling
£m
US dollars
£m
Euros
£m
Other
£m
14.5
–
21.7
0.2
36.4
(26.0)
(18.3)
–
(11.3)
(55.6)
–
–
–
–
29.2
1.2
29.5
–
59.9
(121.7)
(32.1)
(0.2)
(40.5)
(194.5)
(2.2)
2.6
12.2
(14.9)
18.2
–
8.1
–
26.3
(42.8)
(1.1)
–
(13.9)
(57.8)
(0.3)
0.4
2.9
(3.5)
5.6
–
15.3
–
20.9
–
(10.2)
–
(3.3)
(13.5)
(1.1)
1.4
(0.6)
0.8
Total
£m
67.5
1.2
74.6
0.2
143.5
(190.5)
(61.7)
(0.2)
(69.0)
(321.4)
(3.6)
4.4
14.5
(17.6)
1 Excludes non-financial assets.
2 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022: £16.4 million).
3 Excludes non-financial liabilities.
The 10% movements in exchange rates are considered to be indicative of a reasonable annual movement, based on historical
average movements in exchange rates.
19.3.6 Capital management
The Group’s capital management objectives are to safeguard the Group’s ability to continue as a going concern so as to provide
returns to shareholders and benefits to stakeholders. The Group defines its capital as total equity plus net debt.
In maintaining the capital structure, the Group may adjust the amount paid as dividends to shareholders, issue new shares or
dispose of assets to reduce debt.
The Group monitors its financial capacity by reference to its financial covenant ratios, including leverage and interest cover. If
the Group fails to meet its key financial covenant ratios required by its lenders, this could impact the Group’s average interest
rate of borrowings and the future availability of credit to the Group.
The Group is in compliance with the financial covenants contained within its credit facilities and has been in compliance
throughout the financial year.
Borrowings (including lease liabilities)1
Less: Cash and cash equivalents
Total equity
Total capital
Note
18
15
2023
£m
233.7
(63.7)
525.6
695.6
2022
£m
252.2
(74.6)
541.6
719.2
1 Excludes capitalised borrowing costs of £2.3 million (2022: £2.1 million) and includes bank overdrafts £25.4 million (2022:£16.4 million).
2 1 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 19.4 Fair value estimation
The Group’s derivative financial instrument used for hedging is measured at fair value. The Group uses the following hierarchy
for measuring fair value:
•
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly or
indirectly.
•
Level 3: inputs for the asset or liability that are not based on observable market data.
The table below summarises the fair value hierarchy of financial instruments recognised and measured at fair value in the
financial statements:
31 December 2023:
Interest rate swap derivative instruments
Financial assets at FVPL
Forward exchange contract derivative instruments
Total
31 December 2022:
Interest rate swap derivative instruments
Financial assets at FVPL
Forward exchange contract derivative instruments
Total
There were no transfers between levels in the current and prior year.
Level 1 fair
value
£m
Level 2 fair
value
£m
Level 3 fair
value
£m
Carrying
amount
£m
–
–
–
–
(0.3)
–
(0.5)
(0.8)
–
1.2
–
1.2
(0.3)
1.2
(0.5)
0.4
Level 1 fair
value
£m
Level 2 fair
value
£m
Level 3 fair
value
£m
Carrying
amount
£m
–
–
–
–
0.2
–
(0.2)
–
–
1.2
–
1.2
0.2
1.2
(0.2)
1.2
Derivative instruments comprise interest rate swaps fair valued using forward interest rates extracted from observable yield
curves and foreign exchange contracts valued with reference to the period end exchange rate. The effects of discounting are
generally insignificant for Level 2 derivatives. The fair value of the derivative financial instruments at 31 December 2023 is a
liability of £0.8 million (2022: £nil).
The fair value of floating rate borrowings approximates to the carrying amount because interest rates are at floating rates
where payments are reset to market rates at intervals of less than one year. The fair value of fixed rate borrowings is estimated
by discounting the future contracted cash flow, using appropriate yield curves, to the net present values. The fair value and
carrying value of borrowings is summarised below.
Current liabilities
Non-current liabilities
Fair value of borrowings
2023
2022
Fair value
£m
(60.2)
(109.0)
(169.2)
Carrying
value
£m
(60.2)
(111.5)
(171.7)
Fair value
£m
(15.9)
(173.6)
(189.5)
Carrying
value
£m
(15.9)
(172.5)
(188.4)
The fair value of cash and cash equivalents, receivables and payables approximates to the carrying amount because of the short
maturity of these instruments. The carrying values of these are outlined above in note 19.2.
There were no changes in valuation techniques during the year.
2 1 1
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
20. Provisions
20.1 Accounting policy
Provisions are recognised when:
•
•
•
the Group has a present legal or constructive obligation as a result of a past event;
it is probable that an outflow of resources will be required to settle the obligation; and
a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the
balance sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured
using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows
using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
The increase in the provision due to the passage of time is recognised in the income statement within net finance costs.
Provisions are not recognised for future operating losses.
Provisions, by their nature, are uncertain. Provisions are measured at the Directors’ best estimate of the expenditure required to
settle the obligation at the balance sheet date based on the nature of the provisions, the potential outcomes, any developments
relating to specific claims and previous experience.
20.2 Carrying amounts of provisions
At 1 January 2022
(Charged)/credited to the income statement
Additional provisions in the year
Unused amounts reversed
Utilised in the year
Exchange difference
At 31 December 2022
(Charged)/credited to the income statement
Additional provisions in the year
Unused amounts reversed
Utilised in the year
Exchange difference
At 31 December 2023
Analysed as:
Current liabilities
Non-current liabilities
At 31 December 2023
Property
related
£m
(3.4)
–
0.4
–
–
(3.0)
–
0.3
–
–
(2.7)
Restructuring
£m
Warranty
£m
(0.3)
(1.3)
Other
£m
(1.2)
Total
£m
(6.2)
(3.2)
–
0.2
(0.1)
(3.4)
(2.4)
0.1
4.1
0.1
(1.5)
–
0.6
0.1
–
(0.6)
(0.2)
0.1
–
–
(0.7)
–
0.1
0.4
(0.2)
(0.9)
(0.1)
0.3
0.1
–
(0.6)
2023
£m
(2.1)
(3.4)
(5.5)
(3.2)
1.1
0.7
(0.3)
(7.9)
(2.7)
0.8
4.2
0.1
(5.5)
2022
£m
(5.0)
(2.9)
(7.9)
Current liabilities are those aspects of provisions that are expected to be utilised within the next twelve months.
20.2.1 Property related
Property provisions include provisions for site restoration costs and leasehold dilapidations.
The provision for leasehold dilapidations relates to contractual obligations to reinstate leasehold properties to their original
state of repair. Property provisions are expected to be utilised by 2042.
2 1 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 20.2.2 Restructuring
Restructuring provisions utilised during the year largely relate to the closure of the Hamburg facility (£3.3 million), which has
been settled during the current year. The balance of the provision utilised during the year relates to the closure of the business
in China. The remaining provision of £1.5 million as at 31 December 2023 relates to the remaining costs of the closure of China,
which is expected to be utilised in 2024.
20.2.3 Warranty
Warranty provisions are calculated based on historical experience of the ultimate cost of settling product warranty claims and
potential claims. These warranty provisions are expected to be utilised by 2031. The unused amounts reversed during the year
predominantly relate to a reduction in a provision made on a previous acquisition as well as a reduction in a product warranty
provision.
20.2.4 Other
The £0.6 million relates to various provisions for potential obligations mainly arising from the Group’s M&A activity. These other
provisions are expected to be utilised by 2025.
21. Retirement benefit obligations
21.1 Accounting policy
The Group operates both defined contribution and defined benefit pension plans.
21.1.1 Pension obligations
Defined contribution plans
A defined contribution plan is a pension plan under which the Group pays fixed contributions into publicly or privately
administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group recognises contributions as an
employee benefit expense when they are due and has no further payment obligations once the contributions have been paid.
The Group has no legal or constructive obligation to pay further contributions if the fund does not hold sufficient assets to pay
all employees the benefits relating to employee service in the current or prior periods. Prepaid contributions are recognised as
an asset to the extent that a cash refund in the future is available.
Defined benefit plans
A defined benefit plan is a pension plan that is not a defined contribution plan. Typically, defined benefit plans define an amount
of pension benefit an employee will receive on retirement. This amount is usually dependent on one or more factors such as
age, years of service and compensation.
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined
benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated
annually by independent actuaries using the projected unit credit method.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using
interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and
that have terms to maturity approximating to the terms of the related pension obligation. In countries where there is no deep
market in such bonds, the market rates on government bonds are used.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to
equity in other comprehensive income in the period in which they arise.
Past service costs are recognised immediately in the income statement.
Defined benefit obligations are calculated using a number of assumptions, including future salary increases, increases to
pension benefits, mortality rates and, in the case of post-employment medical benefits, the expected rate of increase in medical
costs. The plan assets consist largely of listed securities and their fair values are subject to fluctuation in response to changes
in market conditions. Effects of changes in the actuarial assumptions underlying the benefit obligation, effects of changes in
the discount rate applicable to the benefit obligation and effects of differences between the expected and actual return on the
plan assets are classified as actuarial gains and losses and are recognised directly in equity. Further actuarial gains and losses
will be recognised during the next financial year. An analysis of the assumptions that will be used by management to determine
the cost of defined benefit plans, which will be recognised in the income statement in the next financial year, is presented in
this note.
2 1 3
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
21. Retirement benefit obligations continued
21.2 Defined contribution pension schemes
The Group operates a number of defined contribution pension schemes, the assets of which are held externally to the Group in
separate trustee-administered funds. The costs of the Group’s defined contribution pension schemes are charged to the income
statement in the period in which they fall due. The charge to the income statement was £4.2 million (2022: 4.0 million). At the
year end, the Group had unpaid pension contributions of £0.2 million (2022: £0.5 million) included within employee benefit
liabilities.
21.3 Defined benefit pension schemes
The table below outlines where the Group’s post-employment amounts and activity are included in the financial statements.
Net defined-benefit obligation on the balance sheet
Income statement charge1
Remeasurements2
2023
£m
(2.6)
(0.3)
(0.5)
2022
£m
(4.3)
(0.3)
–
1 The income statement charge included within profit before taxation includes current service costs, past service costs, administrative costs,
interest costs and the fair value gain/(loss) on settlement.
2 The remeasurement in the current year amounted to £0.5 million is included net of the £1.2 million deferred tax charge included in the
consolidated statement of comprehensive income and consolidated statement of changes in equity (2022: £nil).
As at 31 December 2023, the Group’s principal-defined benefit pension scheme is operated in Italy.
During the year, the termination of the two US-defined benefit schemes, which commenced in 2021, were completed and all
remaining obligations were settled. Under the terms of the arrangement, participants were given the option of receiving a
lump-sum benefit or an annuity, the liability for which was transferred to an insurance company. The final funding payments for
both of the schemes were made in the second half of 2023 and amounted to £2.4 million (US$3.2 million). These schemes had
been closed to new entrants and closed to further accrual of service for many years. Termination of these schemes will reduce
income statement volatility, administration costs, and future cash outflows. The Group has no further obligations remaining in
respect of the US-defined pension schemes.
The Italian scheme relate to TFR termination obligations payable to employees of the Group’s Italian operations. Italian
employers are required to make provision for a type of severance package to its employees, equivalent to 6.9% of each
employee’s gross annual salary, revalued on the basis of 75.0% of inflation plus a fixed rate of 1.5% during the period of accrual.
Upon termination of employment, the employer is obliged to pay a lump sum to the employee. TFR termination obligations are
unfunded by the Group. For certain US plans, pensions in payment do not receive inflationary increases. The benefit payments
are from trustee-administered funds. Plan assets held in trusts are governed by local regulations and practice in the US, as is the
nature of the relationship between the Group and the trustees and their composition.
Responsibility for governance of the plans, including investment and contribution schedules, lies jointly with the Group and the
board of trustees. The board of trustees is composed of representatives of the Company and plan participants in accordance
with the relevant plan rules.
Actuarial gains and losses from participant experience, changes in demographic assumptions, changes in financial assumptions
and net return on plan assets are recognised, net of the related deferred tax, in the consolidated statement of comprehensive
income.
2 1 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The movement in the defined benefit obligations over the year is as follows:
Present value of
obligations
Fair value of
plan assets
Net defined
liability
Note
7
5
2023
£m
(25.4)
–
(0.2)
(0.2)
2022
£m
(29.9)
–
(0.8)
(0.8)
2023
£m
21.1
(0.1)
–
(0.1)
2022
£m
25.9
(0.3)
0.8
0.5
2023
£m
(4.3)
(0.1)
(0.2)
(0.3)
–
–
0.1
(6.7)
0.1
0.4
(1.0)
(0.6)
–
23.0
0.6
(2.6)
6.9
(0.2)
6.7
–
1.7
(3.1)
(25.4)
–
–
0.1
2.6
(23.1)
(0.6)
–
–
–
(6.7)
–
(1.5)
2.9
21.1
0.4
(1.0)
(0.5)
2.6
(0.1)
–
(2.6)
2022
£m
(4.0)
(0.3)
–
(0.3)
(6.7)
6.9
(0.2)
–
–
0.2
(0.2)
(4.3)
Balance at 1 January
Included in the income statement:
Administration costs
Interest (expense)/income
Subtotal in income statement1
Included in other comprehensive
income
Remeasurement gain/(loss) arising
from:
Net gain/(loss) on plan assets2
Gain from change in financial
assumptions
Experience loss
Subtotal in other comprehensive
income3
Employer contributions
Settlement
Exchange difference
Balance at 31 December
1 The expenses relating to the administration of the defined benefit schemes are included in the income statement within administrative
expenses. Also see note 5.3. Net expense is included within net finance income and costs (note 7).
2 Excluding amounts included in interest expense.
3 The remeasurement in the current year amounted to £0.5 million is included net of the £1.2 deferred tax charge included in the consolidated
statement of comprehensive income and consolidated statement of changes in equity (2022: £nil.) Also see note 8.
Defined benefit plan liabilities and assets by country are as follows:
Present value of
obligations
Fair value of
plan assets
Net defined
liability
United States
Italy
Balance at 31 December
2023
£m
–
(2.6)
(2.6)
2022
£m
(22.4)
(3.0)
(25.4)
Plan assets comprise the following asset classes:
Fixed income
2023
£m
–
–
–
2023
£m
–
2022
£m
21.1
–
21.1
%
–
2023
£m
–
(2.6)
(2.6)
2022
£m
(1.3)
(3.0)
(4.3)
2022
£m
21.1
%
100.0
2 1 5
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
21. Retirement benefit obligations continued
Through its defined benefit pension plans, the Group is exposed to a number of risks, the most significant of which are
detailed below:
Changes in bond yields
A decrease in corporate bond yields will increase plan liabilities.
Inflation risk
Some of the Group’s pension obligations are linked to inflation, and higher inflation will lead to
higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to
protect the plan against extreme inflation).
Life expectancies
The majority of the plans’ obligations are to provide benefits for the life of the member, so increases
in life expectancy will result in an increase in the plans’ liabilities.
The significant actuarial assumptions were as follows:
Discount rate
Inflation
Salary growth rate
2023
United
States
n/a
n/a
n/a
Italy
3.80%
2.50%
2.81%
2022
United
States
5.00%
2.40%
n/a
Italy
3.10%
2.75%
2.75%
Assumptions regarding future mortality are set based on actuarial advice in accordance with published statistics and experience
in each jurisdiction. As both of the US schemes were settled during the current period, there is no future impact and therefore
this assumption is not applicable in the current year. This assumption is not relevant to the Italian schemes.
Retiring at the end of the reporting year
Male
Female
Retiring 20 years after the end of the reporting year
Male
Female
2023
United
States
n/a
n/a
n/a
n/a
Italy
n/a
n/a
n/a
n/a
2022
United
States
20.1
22.2
21.7
23.7
Italy
n/a
n/a
n/a
n/a
The sensitivity of the defined benefit obligation to changes in the discount rate assumption is:
Italy
Change in
discount
rate
assumption
Impact of
increase in
assumption
£m
Impact of
decrease in
assumption
£m
0.50%
(0.11)
0.11
The above sensitivity analyses are based on a change in the discount rate whilst holding all other assumptions constant. In
practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of
the defined benefit obligation to significant actuarial assumptions, the same methodology has been applied as when calculating
the pension liability recognised within the statement of financial position.
The methods and types of assumptions used in preparing the sensitivity analyses did not change compared with the
previous year.
The US pension schemes were terminated during the year; as a result, there will be no further service costs incurred by the
Group related to these schemes. The expected level of contributions to the defined benefit pension scheme in the year to
December 2024 is £0.2 million (2023: £1.6 million).
The weighted average duration of the defined benefit obligation is not applicable for the US plans as both plans were settled
during the year (2022: 10.1 years) and 8.8 years for Italian plans (2022: 9.2 years).
2 1 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The expected maturity analysis of undiscounted post-employment pension benefits is as follows:
No later than one year
Between one and two years
Between two and five years
Later than five years
Total
Defined
pension
benefits1
2023
£m
Defined
pension
benefits
2022
£m
(0.2)
(0.2)
(0.5)
(1.1)
(2.0)
(1.6)
(1.6)
(4.8)
(8.0)
(16.0)
1 This maturity analysis reflects the current terms of the Italian scheme only. The prior year includes both the US and Italian scheme.
22. Share capital and share premium
22.1 Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are
shown in equity as a deduction, net of tax, from the proceeds received by the Company.
Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including
any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the Company’s owners
until the shares are cancelled or reissued. Where such shares are subsequently reissued, any consideration received, net of any
directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the
Company’s owners.
22.2 Share capital and share premium
At 31 December 2022
At 31 December 2023
Number of
shares
‘m
Ordinary
shares
£m
Share
premium
£m
196.8
196.8
9.8
9.8
–
0.1
Ordinary shares in the Company have a par value of 5.00 pence per share (2022: 5.00 pence per share). All issued shares are fully
paid up.
23. Share-based payments
23.1 Accounting policy
The Group operates the LTIP, which is an equity-settled share-based compensation plan for certain employees under which the
entity receives services from employees as consideration for equity instruments (share options) of the Group. The fair value of
the employee services received in exchange for the grant of options is expensed on a straight-line basis over the vesting period,
based on the Group’s estimate of shares that will eventually vest.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about
the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number
of options that are expected to vest, with any changes in estimate recognised in the income statement, with a corresponding
adjustment in equity. The fair value of awards granted under LTIP is measured using the Black–Scholes model to predict target
EPS levels.
The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share
premium when the options are exercised. The Group also operates a Save As You Earn (“SAYE”) scheme for employees and a
deferred share bonus plan for senior management.
The Group also operates as deferred share bonus plan that requires that a portion of the Short-Term Incentive Plan (“STIP”)
award to Executive Committee members, which is determined based on current year performance, is deferred in shares to be
issued three years after the award date. The value is fixed and the number of shares varies dependent on the share price at
vesting. This is, therefore, treated as cash settled, with the credit being recorded as a liability. Once the shares are issued, the
liability is transferred to retained earnings in equity.
2 1 7
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
23. Share-based payments continued
The charges relating to the equity-settled share-based payments are outlined below.
LTIP
Save as you earn
Deferred share bonus plan
Total share-based payments charge
2023
£m
1.0
0.1
0.4
1.5
2022
£m
0.7
0.1
0.2
1.0
The charge in respect of the SAYE of £53,557 (2022: £62,000) is immaterial and, therefore, further disclosures are not provided.
23.2 LTIP
The charge to the income statement in 2023 in relation to the LTIP was £1.0 million (2022: £0.7 million).
Conditional, annual awards of shares are granted under the LTIP to the Executive Directors and certain senior managers at the
discretion of the Remuneration Committee. Provided the participant remains an employee of the Group and, where applicable,
the performance targets are met, awards will vest between one and three years after the date of the grant at no cost to the
employee. Further information on the LTIP and the performance targets for each grant are given in the Remuneration report.
The fair value of the awards granted under the LTIP in 2023 and the assumptions used in the calculation of the share-based
payment charge are outlined below.
Exercise price
Share price at grant date
Fair value
Expected volatility
Risk–free rate
Grant date
Expected life
Grant 1
Grants 2
£nil
£2.39
£2.39
£nil
£2.39
£2.01
31.55%
31.55%
3.3%
3.3%
10–Mar–23
10–Mar–23
3 Years
3 Years
Employees other than Executive Directors
LTIPs awarded to Divisional Presidents and Head Office employees under Grant 1 and 2 contain the following performance
targets in respect of between half and two-thirds of the respective award’s value: (a) 2025 Group adjusted EPS must be 40.7p or
more; (b) 2025 Group ROCE must be 12.8% or more; and (c) at least the lower threshold of the Group ESG scorecard conditions
(i.e. Safety, Sustainable Operations, Sustainable Culture and Sustainable Solutions) must be met. Divisional Presidents and
senior reports to Divisional Presidents also have a performance target based on their division’s 2025 adjusted operating profit.
Senior reports to Divisional Presidents do not have the 2025 Group EPS performance targets attached to their LTIP awards.
Divisional Presidents have a service only component in respect of one-third of their awards. Head Office employees and senior
reports to Divisional Presidents have a service only component in respect of half of their awards.
Executive Directors
In addition to the Group adjusted EPS, Group ROCE and Group ESG performance targets described above, Executive Directors
(who received an award under Grant 2) also have a TSR performance target. To fulfil the TSR performance target, they must
achieve at least the “median” in the Net Return Index when ranked against constituents of the FTSE250 index, excluding
investments trusts, as at 1 January 2023. Executive Directors are also subject to a two-year compulsory holding period post-
vesting. For further details, see Directors’ Remuneration report on pages 132 to 158.
2 1 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023
Movements in the number of outstanding conditional awards of shares are as follows:
At 1 January
Exercised
Granted
Lapsed
Dividend equivalent
At 31 December
2023
m
2.9
(0.6)
1.5
(1.3)
0.1
2.6
2022
m
2.5
–
1.0
(0.7)
0.1
2.9
At 31 December, there are no options currently exercisable.
23.3 Employee Benefit Trust purchases
Details of shares purchased by the Employee Benefit Trust to satisfy certain share awards vested in the year as well as future
obligations under the Group’s various share plans and Treasury Shares are as follows:
Number of ordinary shares (million)
Cost to Company (£m)
Reconciliation of Treasury and Employee Benefit Trust (“EBT”) shares:
At 1 January
Released during the year
Buy back/purchase of shares
At 31 December
24. Dividends
Amounts recognised as distributions to owners in the year:
Final dividend for financial year ended 31 December 2022 of 9.5 pence (2021: 8.9 pence)
Interim dividend for financial year ended 31 December 2023 of 4.2 pence (2022: 4.2 pence)
Total amounts recognised as distributions to owners in the year
Amounts not recognised in the financial statements:
Final dividend proposed for the year ended 31 December 2023 of 9.5 pence (2022: 9.5 pence)
2023
2022
0.2
0.5
2023
m
3.0
(1.0)
0.2
2.2
2023
£m
18.4
8.2
26.6
18.5
2.0
6.6
2022
m
1.2
(0.2)
2.0
3.0
2022
£m
17.2
8.2
25.4
18.4
The proposed final dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included
as a liability in the financial statements for the year ended 31 December 2023.
2 1 9
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
25. Business combinations
25.1 Accounting policy
The Group applies the acquisition method to account for business combinations. The consideration transferred for the
acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the
acquiree, and the equity interest issued by the Group. The consideration transferred includes the fair value of any asset or
liability resulting from a contingent consideration arrangement. Identifiable assets acquired, liabilities assumed, and contingent
liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
Acquisition-related costs are expensed as incurred.
Any contingent consideration to be transferred is recognised at fair value at the acquisition date. Subsequent changes to the
fair value of the contingent consideration that is deemed to be an asset or liability are recognised in accordance with IAS 39
either in profit or loss or as a change to other comprehensive income. Contingent consideration that is classified as equity is not
remeasured, and its subsequent settlement is accounted for within equity.
The excess of the consideration transferred and the acquisition date fair value of any previous equity interest in the acquiree
over the fair value of the identifiable net assets acquired is recorded as goodwill (see note 10.2). If the total of consideration
transferred is less than the fair value of the net assets of the subsidiary acquired in the case of a bargain purchase, the
difference is recognised directly in the income statement.
25.1.1 Estimate: acquisition accounting fair values
IFRS 3 requires assets and liabilities acquired to be recorded at fair value and to identify intangible assets separately from
goodwill, initially measuring each group of intangible assets at fair value. Groups of intangible assets include purchased
brands and customer relationships. There is judgement involved in estimating fair value, particularly in relation to identifiable
intangible assets, which requires Management to estimate the useful economic life of each asset, the future cash flows expected
to arise from each asset and to apply a suitable discount rate. We do not consider the intangible asset valuation to be a critical
area of judgement or a key source of estimation uncertainty as we do not expect that the intangible asset valuation to change
materially in the next twelve months after the balance sheet date.
25.1.2 Summary of Lawrence acquisition
On 12 July 2023, the Group completed the acquisition of 100% of the share capital of Barry G Lawrence, Inc., which trades as
Lawrence Industries (“Lawrence”). Lawrence designs, manufactures and sells high performance composite hardware for sliding
and hung windows to North American window fabricators, and is based in North Carolina, USA.
Lawrence was acquired for initial consideration of £43.8 million (US$56.6 million), with further contingent consideration of
up to £9.8 million (US$12.5 million) payable based on the achievement of stretching growth targets in respect of the financial
results for the two years up to, and including, 31 December 2024 and key employment milestones being met. The earn-out
consideration has been treated as post-employment remuneration due to this being contingent on certain employees remaining
with the business and included in adjusting items.
2 2 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The following table summarises the provisional consideration paid and the provisional fair value of assets acquired and liabilities
assumed at the acquisition date. The fair values will be finalised within twelve months of the acquisition date.
Intangible asset
Property, plant and equipment
Inventories
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Total identifiable net assets
Goodwill arising on acquisition
Total consideration
Satisfied by:
Cash
Consideration adjustment receivable
Total consideration
Net cash outflow arising on acquisition:
Cash consideration
Net cash and cash equivalents
Net cash outflow
Note
10
11
10
Lawrence
£m
22.1
2.7
0.5
1.0
0.2
(0.3)
26.2
17.6
43.8
44.0
(0.2)
43.8
(44.0)
0.2
(43.8)
Acquisition related costs of £1.4 million have been included in adjusting items costs in the Group’s consolidated income
statement (see note 6). These costs include due diligence, legal fees, and other acquisition-related costs, as well as a charge
associated with the estimated earn-out, which under accounting standards, is treated as post-combination remuneration rather
than consideration due to it being conditional on continuing employment of a key employee.
The fair value of trade and other receivables is £1.0 million, of which £nil is expected to be uncollectable.
Revenue included in the consolidated income statement since 12 July 2023 contributed by Lawrence was £7.1 million. Lawrence
contributed £3.0 million to the profit before taxation over the same period.
Had the acquisition of Lawrence been completed on the first day of the financial year, total revenue would amount to £14.7
million and profit before taxation would amount to £5.9 million.
Goodwill arising on acquisition is attributable to the expected profitability of the acquired business arising through savings and
benefits from:
•
the acquired workforce and their knowledge;
• unquantifiable revenue synergies from cross–selling to the existing customers of the North America division;
•
the potential to win new customers as a result of the increased product offering and scale, specifically in Western USA and
Canada; and
•
the potential to leverage the North America divisional distribution network.
2 2 1
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
26. Adjustments to cash flows from operating activities
The following non-cash and financing adjustments have been made to profit before taxation to arrive at operating cash flow:
Note
7
11
12
10
10
10
11
12
23
2023
£m
10.2
12.0
7.9
16.3
–
1.0
–
–
0.2
0.3
1.9
1.5
2022
£m
9.3
12.4
7.1
19.6
0.2
–
0.7
0.2
0.1
0.3
2.1
1.0
51.3
53.0
Net finance costs
Depreciation of PPE
Depreciation of right-of-use assets
Amortisation of intangible assets
Impairment of intangible assets
Write off of goodwill
Impairment of property, plant and equipment
Impairment of right-of-use assets
Loss on disposal of property, plant and equipment
Pension service costs and administration costs
Non-cash provision movements
Share-based payments
Total
27. Financial commitments
There are no financial commitments as at 31 December 2023 or 31 December 2022.
28. Contingent liabilities
There are no contingent liabilities as at 31 December 2023 or 31 December 2022.
29. Events after the balance sheet date
There were no events after the balance sheet date.
30. Related party transactions
The following transactions were carried out with related parties of Tyman plc:
30.1 Subsidiaries
Transactions between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. There were
no transactions between the Company and its subsidiaries made during the year other than intercompany loans and dividends.
30.2 Key management compensation
The Group considers its Directors to be the key management personnel on the basis that it is the Directors who have the
sole responsibility for planning, directing and controlling the Group. Full details of Directors’ remuneration are given in the
Remuneration report on pages 132 to 158. Key management compensation in accordance with IAS 24 is as follows:
Short-term employee benefits
Share-based payments (including DSBP)
Total
2023
£m
1.5
0.5
2.0
2022
£m
1.6
0.7
2.3
2 2 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 30.3 Directors
Full details of individual Directors’ remuneration are given in the Remuneration report on page 145. Directors’ remuneration in
accordance with the requirements of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations
2008 is as follows:
Aggregate emoluments
Aggregate gains made on the exercise of share options
Total
2023
£m
2.0
0.7
2.7
2022
£m
2.3
–
2.3
31. Subsidiaries
Details of the subsidiaries of the Group as at 31 December 2023 are detailed below. Unless otherwise indicated, all subsidiaries
are wholly owned.
Registered name and office address
UK operations
29 Queen Anne’s Gate, London SW1H 9BU
Balance UK Limited1
Bilco Access Solutions Limited1
Crompton Limited1
ERA Home Security Limited1
ERA Products Limited1
ERA Security Hardware Limited1
Grouphomesafe Limited1
Howe Green Limited1
Jasper Acquisition Holdings Limited
Lupus Capital Limited
Octroi Group Limited
Profab Access Limited1
Response Electronics Limited1
Response Alarms Limited1
Schlegel Acquisition Holdings Limited
Schlegel Building Products Limited1
Schlegel Limited1
Tyman Equities Limited
Tyman Financial Services Limited1
Tyman Management Limited1
1687922 Limited1
Window Fabrication and Fixing Supplies Limited1
Y-cam Solutions Limited1
Zoo Hardware Limited1
Country of
incorporation Nature of business
United Kingdom
Dormant
United Kingdom
Building products
United Kingdom
Dormant
United Kingdom
Building products
United Kingdom
United Kingdom
United Kingdom
Dormant
Dormant
Dormant
United Kingdom
Building products
United Kingdom
Holding company
United Kingdom
Dormant
United Kingdom
Holding company
United Kingdom
United Kingdom
United Kingdom
Dormant
Dormant
Dormant
United Kingdom
Holding company
United Kingdom
Dormant
United Kingdom
Building products
United Kingdom
Dormant
United Kingdom Financing company
United Kingdom
Holding company
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Dormant
Dormant
Dormant
Dormant
2 2 3
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
31. Subsidiaries continued
Registered name and office address
North American operations
Country of
incorporation Nature of business
Bay Adelaide Centre, East Tower, 22 Adelaide Street West, Toronto, ON M5H 4E3
Amesbury Canada Inc1
Canada
Holding company
8005 Dixie Road, Unit 8043, Brampton, Ontario L6T 3V1
AmesburyTruth, Inc
Canada
Holding company
Roberto Fierro #6351, Industrial Park Aero Juarez, Juarez, Chihuahua 32695
Amesbury Mexico S.De R.L. De C.V.1
Mexico
Building products
Deportistas 7820 Parque Industrial Gema Ciudad, Juarez, Chihuahua 32648
Bilcomex Comercializadora S.De R.L. De C.V.1
Bilcomex S.De R.L. De C.V.1
Mexico
Building products
Mexico
Building products
Via Monterrey Matamoros No. 600, Parque Industrial Milenium, Apoodaca, Nuevo Leon,
Mexico, 66600
Ashland Hardware and Casting Systems de Mexico, S.DE.R.L De C.v.1
Mexico
Building products
7246, Wright Road, Thomasville, NC, 27360
Barry G. Lawrence, Inc
United States
Building products
Corporation Service Company, 503 S Pierre St, Pierre, SD, 57501-4522
Balance Systems Inc1
United States
Building products
Corporation Service Company, Goodwin Square 225 Asylum Street, 20th Floor, Hartford,
CT, 06103
The Bilco Company1
The Bilco Holding Company1
Bilco U.K. Limited
Corporate Service Company, 251 Little Falls Drive, Wilmington, DE, 19808, United States
Amesbury Group Inc1
Ashland Hardware Holdings, Inc1
Ashland Hardware LLC1
Tyman Ventures Inc1
Truth Hardware Corporation1
Schlegel Systems Inc1
Amesbury Acquisition Holdings (2) Inc1
Amesbury Industries Inc1
United States
Holding company
United States
Holding company
United States
Building products
United States
Holding company
United States
Holding company
United States
Building products
United States
Holding company
United States
Building products
United States
Building products
United States
Holding company
United States
Holding company
2 2 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Registered name and office address
European operations
Nieuwpoortsesteenweg 1028400 Oostende
Schlegel Belgium BVBA1
Bredowstrasse, 33–22113, Hamburg
Schlegel Germany GmbH1
Kolonou 1–3, 12131 Peristeri
Giesse Group Hellas S.A1
Via Tubertini n.1, 40054 Budrio BO, Italy
Giesse S.p.A1
Country of
incorporation Nature of business
Belgium
Building products
Germany
Building products
Greece
Building products
Italy
Building products
Constitucion, 84–Poligono Industrial Les Grases, 08980 Sant Feliu De Llobregat,
Barcelona
Giesse Group Iberia S.A1
Spain
Building products
Other international operations
Enrique Becquerel 4873, Area de promocion el Triangulo, CP 1615, Buenos Aires
Giesse Group Argentina S.A1
Argentina
Building products
44 Riverside Road, Chipping Norton, NSW 2170
Schlegel Australia Pty (2006) Ltd1
Level 33, 101 Collins Street, Melbourne, VIC 3000, Australia
Schlegel Pty Limited1
Australia
Building products
Australia
Holding company
617 Alameda Itatinga, Galpao 2, Parte B, Joapirange II, Valinhos–SP
Giesse Brasil Indústria e Comércio de Ferragens e Acessórios Ltda.1
Brazil
Building products
618 Alameda Itatinga, Galpao 2, Parte B, Joapirange II, Valinhos–SP
Schlegel América Latina – Vedação, Esquadrias e Extrusão Ltda.1
Brazil
Building products
No.151 Linjia of Linlianghe Village, Miaocheng Town, Huairou District, Beijing, 101401
Giesse Hardware (Beijing) Co. Ltd.1
China
Building products
Second floor of No.3 Building, No.1515 of Juxian Road, Hi–Tech District, Ningbo,
Zhejiang Province
TSA Hardware (Ningbo) Co. Limited1
Amesbury (Ningbo) Hardware Trading Co. Ltd1
China
China
Building products
Building products
3rd Interchange, Sheikh Zayed Road, Al Quoz Industrial Area 1, Dubai
Schlegel Middle East Building Materials Trading LLC1, 2
United Arab Emirates
Building products
2 2 5
FINANCIAL STATEMENTS Notes to the financial statements
For the year ended 31 December 2023
31. Subsidiaries continued
Registered name and office address
Branch operations
Country of
incorporation Nature of business
Access 360 Innovation Drive, Pendeford Wolverhampton, 54 Business Park,
WG9 5GA
Bilco UK Ltd
United Kingdom
Building products
D‐362, MIDC, TTC Industrial Area, Kushket Village, Juinagar, Navi Mumbai 400705
Giesse S.p.A
India
Building products
Istanbul Merkez Şubesi, Halk Sokak Ada IS Merkezi No: 46, Kat: 2 Daire: 4, 34734
Sahrayicedid, Kadikoy, Istanbul
Giesse S.p.A
Turkey
Building products
8 Chemin du Jubin, 69570 Dardilly
Giesse S.p.A
France
Building products
Av. Eng. Duarte Pacheco, 19 – 3° DTO., 1070–100 Lisboa
Giesse Group Iberia S.A.
Portugal
Building products
1 Held by subsidiary.
2 Shareholding of 49% held by the Group. The Group has managerial control and is entitled to 100% of the profits and cash generated by the
business.
2 2 6
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Company balance sheet
For the year ended 31 December 2023
Non-current assets
Investment in subsidiaries
Financial assets at fair value through OCI
Deferred tax
Trade receivables
Current assets
Trade and other receivables
Current tax
Cash and cash equivalents
Creditors – amounts falling due within one year
Net current assets
Total assets less current liabilities
Creditors – amounts falling due after more than one year
Financial liabilities at fair value through OCI
Net assets
Equity
Called up share capital
Share premium
Treasury reserve
Retained earnings
– brought forward
– profit for the year
– other movements
Total shareholders’ funds
Note
2023
£m
2022
£m
4
10
9
5
5
6
6
10
11
347.9
346.7
–
0.5
61.3
409.7
37.4
0.4
0.6
38.4
(35.9)
2.5
412.2
(67.3)
(0.3)
344.6
9.8
0.1
(7.0)
341.7
345.0
24.0
(27.3)
344.6
0.2
0.5
101.3
448.7
7.1
–
0.5
7.6
(0.7)
6.9
455.6
(109.5)
–
346.1
9.8
–
(8.7)
345.0
370.2
(0.1)
(25.1)
346.1
The notes on pages 229 to 233 are an integral part of these financial statements.
The financial statements on pages 227 and 228 were approved by the Board on 6 March 2024 and signed on its behalf by:
Jason Ashton
Chief Executive Officer
Peter Ho
General Counsel & Company Secretary
Tyman plc
Company registration number: 02806007
2 2 7
FINANCIAL STATEMENTS
Company statement of changes in equity
For the year ended 31 December 2023
At 1 January 2022
Loss for the year
Total comprehensive income
Transactions with owners in their capacity as owners
Share-based payments1
Dividends paid
Issue of own shares from Employee Benefit Trust
Purchase of own shares for Employee Benefit Trust
Transactions with owners
At 31 December 2022
Profit for the year
Total comprehensive income
Transactions with owners in their capacity as
owners
Share-based payments1
Dividends paid
Issue of own shares from Employee Benefit Trust
Purchase of own shares for Employee Benefit Trust
Transactions with owners
At 31 December 2023
Called
up share
capital
£m
9.8
–
–
–
–
–
–
–
9.8
–
–
–
–
–
–
–
9.8
Share
premium
£m
Treasury
reserve
£m
Retained
earnings
£m
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
0.1
–
0.1
0.1
(2.6)
370.2
–
–
–
–
0.5
(6.6)
(6.1)
(8.7)
–
–
–
–
2.2
(0.5)
1.7
(7.0)
(0.1)
(0.1)
0.8
(25.4)
(0.5)
–
(25.1)
345.0
24.0
24.0
1.2
(26.6)
(1.9)
–
(27.3)
341.7
Total
£m
377.4
(0.1)
(0.1)
0.8
(25.4)
–
(6.6)
(31.2)
346.1
24.0
24.0
1.2
(26.6)
0.4
(0.5)
(25.5)
344.6
1 Share-based payments include a tax charge of £0 million (2022: tax charge of £0.2 million) and a credit due to issuance of shares under the
deferred share bonus plan of £0.1 million (2022: £0.2 million).
The notes on pages 229 to 233 are an integral part of these financial statements.
2 2 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Notes to the Company financial statements
For the year ended 31 December 2023
1. Accounting policies
1.1 Basis of preparation
The financial statements of Tyman plc have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced
Disclosure Framework’ (FRS 101). The financial statements have been prepared under the historical cost convention and in
accordance with the Companies Act 2006 applicable to companies reporting under FRS 101. The accounting policies have been
consistently applied unless otherwise stated. None of the new standards that became effective in the year had a material impact
on the Company.
The financial statements have been prepared on a going concern basis. The Group has performed an assessment of going
concern through modelling several scenarios. The Directors are satisfied that the Group and Company have sufficient resources
to continue in operation for the foreseeable future, a period of not less than twelve months from the date of this report. Further
details can be found in note 2.2 of the Group financial statements.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates.
It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. Actual
results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the estimate is revised and in any affected future periods. There
are no areas representing critical judgements made by management and no key sources of estimation uncertainty in the
Group’s financial statements.
The Company’s Financial Statements are presented in millions of sterling rounded to the nearest one decimal place.
1.1.1 FRS 101 – reduced disclosure exemptions
The following exemptions from the requirements of IFRSs have been applied in the preparation of these financial statements in
accordance with FRS 101:
• Paragraphs 45(b) and 46 to 52 of IFRS 2 Share–based Payments
•
IFRS 7 Financial Instruments: Disclosures
• Paragraphs 91 to 99 of IFRS 13 Fair Value Measurement
•
The following paragraphs of IAS 1 Presentation of Financial Statements:
• Comparative information requirements in respect of paragraph 79(a)(iv)
• Paragraph 10(d), cash flow statements
• Paragraph 16, statement of compliance with all IFRS
• Paragraph 38A, minimum of two primary statements, including cash flow statements
• Paragraphs 38B to 38D, additional comparative information
• Paragraphs 40A to 40D, requirements for a third statement of financial position
• Paragraph 111, cash flow statement information
• Paragraphs 134 to 136, capital management disclosures
• Paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates And Errors
•
IAS 7 Statement of Cash Flows
• Paragraph 17 of IAS 24 Related Party Disclosures
•
The requirements of IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or
more members of a Group
1.2 Foreign currency translation
1.2.1 Functional currency and presentation currency
The financial statements are presented in sterling, which is also the functional currency.
1.2.2 Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the
transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at
year end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.
2 2 9
FINANCIAL STATEMENTS Notes to the Company financial statements
For the year ended 31 December 2023
1. Accounting policies continued
1.3 Financial instruments
Financial assets and liabilities are recognised when the Company becomes party to the contractual provisions of the instrument
and are generally derecognised when the contract that gives rise to it is settled, sold, cancelled or expires.
1.3.1 Financial assets at amortised cost
The Company classifies financial assets at amortised cost only if both of the following criteria are met:
•
•
The asset is held within a business model whose objective is to collect the contractual cash flows
The contractual terms give rise to cash flows that are solely payments of principal and interest
They are included in current assets, except for those expected to be settled beyond twelve months after the end of the reporting
period. These are classified as non-current assets. The Company’s financial assets comprise “debtors” (see note 5) and “cash and
cash equivalents” in the balance sheet.
1.3.2 Financial liabilities held at amortised cost
Financial liabilities held at amortised cost comprise “creditors” (see note 6).
Derivative financial instruments
Derivative financial instruments are initially recognised at fair value on the date on which a derivative contract is entered into
and are subsequently remeasured at fair value. Derivatives are carried as assets when the fair value is positive and liabilities
when the fair value is negative. The Company designates derivatives as either fair value or cash flow hedges.
Fair value hedges
The Company’s fair value hedges consist of cross-currency interest rate swaps. Changes in the fair value of derivatives
designated and qualifying as fair value hedges are recorded in other comprehensive income, together with any changes in fair
value of the hedged asset or liability that are attributable to the hedged risk.
1.4 Investments in subsidiaries
Investments in subsidiaries are stated at cost less any accumulated impairment losses.
1.5 Borrowings
Interest-bearing loans and overdrafts are recognised initially at fair value, net of transaction costs incurred. Interest-bearing
loans are subsequently carried at amortised cost using the effective interest rate method. Borrowing costs are expensed to the
income statement using the effective interest rate method.
1.6 Share-based payments
The Company operates an equity-settled share-based compensation plan (Long-Term Incentive Plan, “LTIP”) for certain
employees under which the entity receives services from employees as consideration for equity instruments (share options) of
the Company. The fair value of the employee services received in exchange for the grant of options is expensed on a straight-
line basis over the vesting period, based on the Company’s estimate of shares that will eventually vest.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted,
excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about
the number of options that are expected to vest. At each balance sheet date, the entity revises its estimates of the number
of options that are expected to vest, with any changes in estimate recognised in the income statement, with a corresponding
adjustment in equity. The fair value of awards granted under LTIP is measured using the Black–Scholes model.
The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share
premium when the options are exercised.
The grant by the Company of options over its equity instruments to the employees of subsidiary undertakings in the Group
is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair
value, is recognised over the vesting period as an increase to investment in subsidiary undertakings, with a corresponding credit
to equity in the parent entity financial statements.
The social security contributions payable in connection with the grant of the share options are considered an integral part of the
grant itself, and the charge will be treated as a cash-settled transaction.
Details of share-based payments are provided in note 23 of the Group financial statements.
2 3 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 2. Profit attributable to the shareholders of the Company
The Company is an investment holding company. It receives dividend income from subsidiaries and bank interest. It pays loan
interest to a subsidiary. The majority of administrative expenses are paid by the Company’s subsidiary, Tyman Management
Limited, including the whole amount of the relevant auditor’s remuneration and operating lease costs.
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account
for the year. The Company reported a profit for the financial year ended 31 December 2023 of £23.9 million (2022: loss of
£0.1 million).
3. Employees
Other than the Directors, there were no employees of the Company during the year (2022: nil). Directors’ emoluments are set
out in the Directors’ Remuneration report in the Group’s Annual Report on pages 132 to 158.
4. Investments
4.1 Impairment review
An impairment review using a value in use calculation has been performed for each investment. The calculation of the value
in use involves estimation in assumptions used in the calculations, including forecasted cashflows and appropriate discount
rates. The same information as used in the Group goodwill impairment assessment is used for assessing the carrying value of
investments in subsidiaries. For further information, see page 191 of the Group financial statements.
4.2 Carrying value of investments
Cost
At 1 January 2022
Capital contribution relating to share-based payments
At 31 December 2022
Capital contribution relating to share-based payments
At 31 December 2023
Impairment
At 1 January 2022
At 31 December 2022
At 31 December 2023
Carrying amount
At 1 January 2022
At 31 December 2022
At 31 December 2023
£m
346.3
1.1
347.4
1.2
348.6
(0.7)
(0.7)
(0.7)
345.6
346.7
347.9
All of the above investments are in unlisted shares. The Directors believe that the carrying value of the investments is supported
by the recoverable amount of their underlying assets.
2 3 1
FINANCIAL STATEMENTS Notes to the Company financial statements
For the year ended 31 December 2023
5. Debtors
Amounts receivable within one year
Amounts owed by Group undertakings
At 31 December
Amounts receivable after more than one year
Amounts owed by Group undertakings
Corporation tax asset
At 31 December
Note
2023
£m
37.4
37.4
60.9
0.4
61.3
2022
£m
7.1
7.1
101.3
–
101.3
The amounts owed by Group undertakings are unsecured and are interest bearing, with the exception of a small portion which
is interest free. Of the total amount owed by Group undertakings, £37.4 million is due to be repaid within the next twelve
months and is recorded as current. The remainder of the Group receivable balance of £60.9 million is either due for repayment
beyond the next twelve months or is recoverable on demand but unlikely to be received within one year so is classified as non-
current.
6. Creditors
Amounts falling due within one year
Private placement notes
Capitalised borrowing costs
Other creditors
At 31 December
Amounts falling due after more than one year
Private placement notes
Amounts owed to Group undertakings
Bank borrowings
At 31 December
Note
7
7
8
2023
£m
(35.3)
0.1
(0.7)
(35.9)
(58.7)
(0.6)
(8.0)
(67.3)
2022
£m
–
0.1
(0.8)
(0.7)
(98.9)
(0.6)
(10.0)
(109.5)
The amounts owed to Group undertakings are interest free, repayable on demand and unsecured.
7. Private placement notes
The senior notes relate to the issuance of a private debt placement with US financial institutions totalling US$120 million (2022:
US$120 million). Refer to note 18.2.2 of the Group financial statements.
Details of the private placement notes, which are unsecured, are as follows:
2023
£m
(35.3)
(31.4)
(27.5)
0.2
(94.0)
2022
£m
(37.2)
(33.1)
(28.9)
0.3
(98.9)
Wholly repayable in 2024
Wholly repayable in 2029
Wholly repayable in 2032
Capitalised borrowing costs
At 31 December
2 3 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 8. Borrowings
Borrowings relate to amounts drawn down under the £210 million committed revolving credit facility. The RCF matures in
December 2027.
Bank borrowings
At 31 December
9. Deferred tax asset
At 1 January
Income statement charge
At 31 December
2023
£m
(8.0)
(8.0)
2023
£m
0.5
–
0.5
The deferred tax asset relates to share-based payments. There are no unused tax losses or unused tax credits.
10. Financial instrument
Interest rate swap
Total interest rate swap
2023
£m
(0.3)
(0.3)
2022
£m
(10.0)
(10.0)
2022
£m
0.6
(0.1)
0.5
2022
£m
0.2
0.2
Refer to note 17 of the Group financial statements for detail of the interest rate swap.
11. Called up share capital and share premium
The share capital and share premium of the Company is as set out in note 22 of the Group financial statements.
12. Financial commitments
At 31 December 2023, the Company had future lease commitments on land and buildings under non-cancellable operating
leases. These commitments were met on the Company’s behalf by Tyman Management Limited, a subsidiary. The carrying
value of the ROU asset held by Tyman Management Limited was £0.2 million (2022: £0.3 million) and of lease liabilities was £0.1
million (2022: £0.3 million). See further details regarding the nature of lease commitments in note 12 of the Group financial
statements.
13. Dividends
The dividends of the Company are set out in note 24 of the Group financial statements.
14. Related party transactions
The Company has taken advantage of the exemption in accordance with FRS 101, as a wholly owned subsidiary, not to disclose
details of related party transactions in accordance with IAS 24 Related Party Disclosures required by this standard.
2 3 3
FINANCIAL STATEMENTS Alternative Performance Measure reconciliations
APMs used in key performance indicators
Policy
The Group uses adjusted figures as key performance measures in addition to those reported under IFRS, as management
believes these measures enable management and stakeholders to assess the trading performance of the businesses as they
exclude certain items that are considered to be significant in nature and/or quantum, foreign exchange movements and the
impact of acquisitions and disposals. The alternative performance measures (“APMs”) are consistent with how the businesses’
performance is planned and reported within the internal management reporting to the Board and Operating Committees. Some
of these measures are used for the purpose of setting remuneration targets. The key APMs that the Group uses include like-for-
like (“LFL”) performance measures and adjusted measures for the income statement, together with adjusted financial position
and cash flow measures. Explanations of how they are calculated and how they are reconciled to an IFRS statutory measure are
set out below.
Limitations of APMs
APMs should not be viewed in isolation and are designed to provide supplementary information. These may not be comparable
to similarly labelled measures used by other companies. Other limitations of the Group’s adjusted measures are that they
exclude the amortisation of intangibles acquired in business combinations, but do not similarly exclude the related revenue and
profits, and they exclude the cost of major restructuring programmes but do not similarly exclude the financial benefits derived
from these.
Adjusted operating profit and adjusted operating margin
Definition
Operating profit before amortisation of acquired intangible assets, impairment of acquired intangible assets and goodwill and
adjusting items.
Adjusted operating margin is adjusted operating profit divided by revenue.
Purpose
This measure is used to evaluate the trading operating performance of the Group.
Adjusting items are excluded from this measure to provide an understanding of the elements of financial performance during
the year to facilitate comparison with prior periods and to assess the trends in financial performance.
Adjusting items include significant one-off redundancy and restructuring costs, transaction and integration costs associated
with merger and acquisition activity, impairment charges for intangible asset upgrades, gains or losses relating to disposal
of businesses, property provision releases and other items significant to understanding underlying performance. In the
current year this includes the effect of a significant devaluation of the Argentinian Peso due to government action on a foreign
denominated payable balance and the CEO transition costs. These items are not considered to be a part of the ordinary course
of the Group’s business.
Amortisation of acquired intangible assets is excluded from this measure as this is a significant non-cash fixed charge that is not
affected by the trading performance of the business.
Impairment of acquired intangible assets and goodwill is excluded, as this can be a significant non-cash charge.
Reconciliation/calculation of adjusted operating profit
Operating profit
Adjusting items (note 6)
Amortisation of acquired intangible assets
Adjusted operating profit
Reconciliation/calculation of adjusted operating margin
Adjusted operating profit
Revenue
Adjusted operating margin (%)
2 3 4
2023
£m
60.2
10.6
13.6
84.4
2023
£m
84.4
657.6
12.8%
2022
£m
70.7
6.3
17.6
94.6
2022
£m
94.6
715.5
13.2%
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Like-for-like or LFL revenue and operating profit
Definition
The comparison of revenue or adjusted operating profit, as appropriate, excluding the impact of any acquisitions made during
the current year and, for acquisitions made in the comparative year, excluding from the current year result the impact of the
equivalent current year pre-acquisition period. For disposals, the results are excluded for the whole of the current and prior
period. The prior period comparative is retranslated at the current period average exchange rate. The Group considers these
amendments provide shareholders with a comparable basis from which to understand the organic trading performance in
the year.
Purpose
This measure is used by management to evaluate the Group’s organic growth in revenue and adjusted operating profit year on
year, excluding the impact of M&A and currency movements.
Reconciliation/calculation
Reported revenue
Contribution from Lawrence acquisition during the year
Effect of exchange rates
Like-for-like revenue
Adjusted operating profit
Contribution from Lawrence acquisition during the year
Effect of exchange rates
Like-for-like adjusted operating profit
1 As adjusted to restate at current average year exchange rate.
Adjusted profit before tax and adjusted profit after tax
Definition
2023
£m
657.6
(7.1)
–
650.5
84.4
(3.1)
–
81.3
20221
£m
715.5
–
(6.4)
709.1
94.6
–
(1.4)
93.2
Profit before amortisation of acquired intangible assets, deferred tax on amortisation of acquired intangible assets, impairment
of acquired intangible assets and goodwill, adjusting items, gains and losses on the fair value of derivative financial instruments,
amortisation of borrowing costs and the associated tax effect.
Purpose
This measure is used to evaluate the profit generated by the Group through trading activities. In addition to the items excluded
from operating profit above, the gains and losses on the fair value of derivative financial instruments, amortisation of borrowing
costs and the associated tax effect are excluded. These items are excluded as they are of a non-trading nature and can fluctuate
significantly year on year. This metric is used in assessing the Directors’ remuneration, see Directors’ Remuneration report on
page 133.
Reconciliation/calculation
Profit before taxation
Adjusting items
Loss/(gain) on revaluation of derivative instrument
Amortisation of borrowing costs
Amortisation of acquired intangible assets
Adjusted profit before taxation
Income tax charge
Add back: Adjusted tax effect1
Adjusted profit after taxation
2023
£m
50.0
10.6
0.3
0.5
13.6
75.0
(11.8)
(4.6)
58.6
2022
£m
61.4
6.3
(0.1)
0.6
17.6
85.8
(13.6)
(4.9)
67.3
1 Tax effect of adjusting items, amortisation of borrowings costs, amortisation of acquired intangible assets and gain or loss on revaluation of fair
value hedge.
2 3 5
FINANCIAL STATEMENTS Alternative Performance Measure reconciliations
Adjusted earnings per share
Definition
Adjusted profit after tax divided by the basic weighted average number of ordinary shares in issue during the year, excluding
those held as treasury shares.
Purpose
This measure is used to determine the improvement in EPS from underlying trading activity for our shareholders. This metric is
used in assessing the Directors’ remuneration, see the Directors’ Remuneration report on page 133.
Reconciliation/calculation
Refer to note 9.2 for the calculation of the basic weighted average number of shares.
Adjusted profit after taxation £m
Weighted average number of shares (million) – basic
Adjusted earnings per share
Return on capital employed (ROCE)
Definition
2023
58.6
195.0
30.1p
2022
67.3
194.2
34.7p
Adjusted operating profit as a percentage of the last thirteen-month average capital employed.
Purpose
This measure is used to evaluate how efficiently the Group’s capital is being employed to improve profitability. This metric is
used in assessing the Directors’ remuneration, see Directors’ Remuneration report on page 133.
Reconciliation/calculation
Adjusted operating profit
Average capital employed
ROCE (%)
Average capital employed
Inventories
Trade and other receivables
Intangible assets
Property, plant and equipment
Right-of-use asset
Goodwill
Deferred tax asset
Trade and other payables
Net current tax asset/(liability)
Provisions – current
Provisions non – current
Deferred tax liabilities
Financial asset at fair value
Total capital employed
Adjustment to thirteen-month average
Average capital employed
2 3 6
2023
£m
84.4
720.3
11.7%
2022
£m
94.6
710.7
13.3%
119.0
153.1
85.6
66.2
71.1
55.4
399.3
1.4
(94.8)
0.3
(2.1)
(3.4)
(4.9)
1.2
694.3
26.0
720.3
81.4
57.7
74.6
57.3
399.3
1.7
(88.2)
(1.8)
(5.0)
(2.9)
(6.9)
1.2
721.5
(10.8)
710.7
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Dividend cover
Definition
Adjusted earnings per share divided by the total dividend per share for the financial year.
Purpose
This measure provides an indication of the dividend paid relative to adjusted earnings for comparison with the Group’s dividend
policy.
Reconciliation/calculation
Basic adjusted earnings per share (p)
Total dividend per share (p)
Dividend cover (x)
2023
30.1
13.7
2.2x
2022
34.7
13.7
2.5x
Adjusted operating cash conversion and adjusted operating cash flow
Definition
Adjusted operating cash flow
Net cash generated from operating activities before income tax paid, adjusting costs cash settled in the year and pension
contributions, and after proceeds on disposal of property, plant and equipment, payments to acquire property, plant and
equipment and payments to acquire intangible assets.
Adjusted operating cash conversion
Adjusted operating cash flow divided by adjusted operating profit.
Purpose
These measures are used to evaluate the cash flow generated by operations in order to pay down debt, return cash to
shareholders and make further investment in the business.
Reconciliation/calculation
Net cash generated from operating activities
Income tax paid
Adjusting item cash costs
Pension contributions
Proceeds on disposal of PPE
Payments to acquire PPE and intangible assets
Adjusted operating cash flow
Adjusted operating cash flow
Adjusted operating profit
2023
£m
108.8
15.5
9.0
2.6
0.1
(15.6)
120.4
120.4
84.4
2022
£m
60.6
21.5
1.8
0.2
0.1
(24.1)
60.1
60.1
94.6
Adjusted operating cash conversion (%)
142.6%
63.5%
2 3 7
FINANCIAL STATEMENTS Alternative Performance Measure reconciliations
Free cash flow
Definition
Adjusted operating cash flow after deducting pension contributions, income tax paid, net interest paid and adjusted cash costs
settled in the year.
Purpose
This measure is used to evaluate the cash flow generated by the business operations after expenditure incurred on maintaining
capital assets.
Reconciliation/calculation
Adjusted operating cash flow
Pension contributions
Income tax paid
Net interest paid
Adjusting item cash costs
Free cash flow
Covenant net interest
Definition
2023
£m
120.4
(2.6)
(15.5)
(8.3)
(9.0)
85.0
Covenant net interest is interest on overdrafts plus interest on loans less interest income from short-term deposits.
Purpose
This measure is used in the covenant metric of interest cover.
Reconciliation/calculation
Interest payable on bank loans, private placement notes and overdrafts
Interest income from short-term deposits
Covenant net interest
2023
£m
10.8
(3.4)
7.4
2022
£m
60.1
(0.2)
(21.5)
(9.5)
(1.8)
27.1
2022
£m
6.8
(0.9)
5.9
2 3 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Covenant EBITDA and covenant adjusted EBITDA
Definition
Covenant EBITDA
Adjusted operating profit with depreciation, amortisation of computer software, and share-based payments expenses added
back, less ROU depreciation and interest payable on lease liabilities.
Covenant adjusted EBITDA
Covenant EBITDA plus the pre-acquisition EBITDA of businesses acquired during the year covering the relevant current year pre-
acquisition period less the EBITDA of businesses disposed of during the year.
Purpose
This measure is used as the numerator in calculating covenants under the terms of the Group’s revolving credit facility.
Reconciliation/calculation
Adjusted operating profit
Depreciation of property, plant and equipment and RoU assets
Amortisation of computer software
Interest payable on lease liabilities
RoU assets depreciation
Share-based payments – equity settled
Covenant EBITDA
Lawrence pre acquisition EBITDA
Covenant adjusted EBITDA
Interest cover
Definition
2023
£m
84.4
19.9
2.7
(2.6)
(7.9)
1.1
97.6
3.3
100.9
2022
£m
94.6
19.5
2.0
(3.0)
(7.1)
0.8
106.8
–
106.8
Covenant EBITDA divided by the net interest payable on bank loans, private placement notes and overdrafts and interest income
from short-term bank deposits.
Purpose
This measure is used to evaluate the profit available to service the Group’s interest costs. This is one of the covenants the Group
is subject to under the terms of its revolving credit facility.
Reconciliation/calculation
Covenant EBITDA
Net interest
Interest cover (x)
2023
£m
97.6
7.4
13.2x
2022
£m
106.8
5.9
18.2x
2 3 9
FINANCIAL STATEMENTS Alternative Performance Measure reconciliations
Adjusted net debt and covenant net debt
Definition
Borrowings, net of cash and cash equivalents, plus capitalised borrowing costs and lease liabilities added back. For the purposes
of bank covenants net debt used in the leverage calculation is calculated based on the weighted average exchange rates in line
with the banking agreements.
Purpose
This gives a measure of the gross amount owed to lenders, without the effect of unamortised borrowing costs.
Reconciliation/calculation
Net debt
Lease liabilities
Capitalised borrowing costs
Adjusted net debt
Adjustment to weighted average exchange rate
Covenant net debt
Leverage
Definition
2023
£m
2022
£m
(167.7)
(175.5)
59.7
(2.3)
61.7
(2.1)
(110.3)
(115.9)
3.8
4.4
(106.5)
(111.5)
Adjusted net debt translated at the average exchange rate for the year divided by adjusted EBITDA as defined in the lending
agreement.
Purpose
This measure is used to evaluate the ability of the Group to generate sufficient cash flows to cover its contractual debt servicing
obligations.
Reconciliation/calculation
Covenant net debt (at average exchange rate)
Covenant adjusted EBITDA
Leverage (x)
Gross debt and adjusted gross debt
Definition
Gross debt is borrowings and lease liabilities.
2023
£m
106.5
100.9
1.1x
2022
£m
111.5
106.8
1.0x
Adjusted gross debt is gross debt, with capitalised borrowing costs added back.
Purpose
This gives a measure of the gross amount owed to lenders, without the effect of unamortised borrowing costs for which cash
outflow has already occurred.
Reconciliation/calculation
Borrowings
Lease liabilities
Gross debt
Capitalised borrowing costs
Adjusted gross debt
2 4 0
2023
£m
(171.7)
(59.7)
(231.4)
(2.3)
(233.7)
2022
£m
(188.4)
(61.7)
(250.1)
(2.1)
(252.2)
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Adjusted tax charge
Definition
Tax charge adjusted for the tax effect of adjusted items, amortisation of borrowings costs, amortisation of acquired intangible
assets and gain or loss on revaluation of fair value hedge.
Purpose
This measure is used to evaluate the tax charge arising on the adjusted trading activity of the Group.
Reconciliation/calculation
Income tax charge
Tax effect of adjusting items
Adjusted tax charge
Adjusted effective tax rate
Definition
2023
£m
(11.8)
(4.6)
(16.4)
2022
£m
(13.6)
(4.9)
(18.5)
Adjusted tax charge divided by adjusted profit before tax.
Purpose
This measure is used to evaluate the tax charge relative to profit arising on the adjusted trading activity of the Group.
Reconciliation/calculation
Adjusted tax charge
Adjusted profit before tax
Adjusted effective tax rate (%)
2023
£m
(16.4)
75.0
2022
£m
(18.5)
85.8
(21.9%)
(21.6%)
Adjusted selling, general and administrative expenses
Definition
Selling, general and administrative expenses before adjusting items, amortisation of acquired intangible assets, impairment of
acquired intangible assets and goodwill, and impairment of acquired goodwill.
Purpose
This measure is used to evaluate the selling, general and administrative expenses of the business, excluding the effect of
adjusting items and amortisation of acquired intangible assets, which is a significant charge that is not directly affected by
trading.
Reconciliation/calculation
Selling, general and administrative expenses
Adjusting items
Amortisation of acquired intangible assets
Adjusted selling, general and administrative expenses
2023
£m
2022
£m
(157.1)
(151.2)
10.6
13.6
6.3
17.6
(132.9)
(127.3)
2 4 1
FINANCIAL STATEMENTS GRI Standard Content Index
This report has been prepared with reference to the GRI Standards:
General Disclosures 2021 (GRI 2)
Disclosure
1. The Organisation and Reporting Practices
Organisational details
Entities included in the organisation’s sustainability reporting
Reporting period, frequency and contact point
Restatements of information
External assurance
2. Activities and Workers
Activities, value chain and other business relationships
Employees
Workers who are not employees
3. Governance
Governance structure and composition
Nomination and selection of the highest corporate body
Chair of the highest corporate body
Role of the highest governance body in overseeing the management of
impacts
Delegation of responsibility for managing impacts
Role of the highest governance body in sustainability reporting
Conflicts of interest
Communication of critical concerns
Collective knowledge of the highest governance body
Evaluation of the performance of the highest governance body
Remuneration policies
Process to determine remuneration
Annual total compensation ratio
4. Strategy, policies and practices
Statement of sustainable development policy
Policy commitments
Embedding policy commitments
Processes to remediate negative impacts
Mechanisms for seeking advice and raising concerns
Compliance with laws and regulations
Membership associations
5. Stakeholder engagement
Approach to stakeholder engagement
Collective bargaining agreements
GRI
code
2–1
2–2
2–3
2–4
2–5
2–6
2–7
2–8
2–9
2–10
2–11
2–12
2–13
2–14
2–15
2–16
2–17
2–18
2–19
2–20
2–21
2–22
2–23
2–24
2–25
2–26
2–27
2–28
2–29
2–30
Page
19
221–224
–
48, 49, 53, 81
244–245
6–17
50–52
51
106–109, 111–120
121–124
110
59, 115–116
59, 115–116
59
106–109, 116–117
50, 52, 117
106–109
102
132–158
115–117
155
https://www.tymanplc.com/sustainability
https://www.tymanplc.com/sustainability
21–17, 46–83
46–83
50
47, 49
75
74–75, 98
Not disclosed
2 4 2
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Tyman material topics 2021 (GRI 3)
Disclosure
Disclosure of material topics
Process to determine material impacts
List of material topics
Management of material topics
Circular economy
GRI-301 Materials 2016
Packaging and waste
GRI–301 Materials 2016
GRI–306 Effluents and waste 2016
GRI–306 Waste 2020
Material sourcing
GRI–408 Child labour 2016
GRI–409 Forced or compulsory labour
GRI–308 Supplier environmental assessment
GRI–414 Supplier social assessment
GRI–301 Materials 2016
GRI–407 Freedom of association and collective bargaining
Product innovation
GRI–201 Economic performance
GRI–416 Customer health and safety
GRI–301 Materials 2016
GRI–305 Emissions 2016
GRI–413 Local communities 2016
Employee health, safety and wellbeing
Occupational health and safety 2018
Climate change and greenhouse gas emissions
GRI–302 Energy 2016
GRI–305 Emissions 2016
Energy management
GRI–302 Energy 2016
Water stewardship
GRI–303 Water 2016
Ethical business practices
GRI–205 Anti–corruption
GRI–206 Anti–competitive behaviour
GRI–415 Public policy
Diversity and inclusion
GRI–405 Diversity and equal opportunity 2016
GRI–406 Non–discrimination
Local communities
GRI–413 Local communities 2016
Training and development
GRI–404 Training and education
GRI
code
Page
3–1
3–2
3–3
301
301
306
306
408
409
308
414
301
407
201
416
201
305
413
403
302
305
302
303
205
206
415
405
406
413
404
https://www.tymanplc.com/sustainability/
materiality–exercise
https://www.tymanplc.com/sustainability/
materiality–exercise
46–83
54
54, 81–82
49
49
54, https://www.tymanplc.com/
sustainability/sustainable–culture/ethics
54, https://www.tymanplc.com/
sustainability/sustainable–culture/ethics
–
–
–
Not disclosed
53
53–54
54
53–58
52
46–47
81–82
81–82
73–74, 81–82
48
50, https://www.tymanplc.com/
sustainability/sustainable–culture/ethics
50, https://www.tymanplc.com/
sustainability/sustainable–culture/ethics
161
51, 122
51
52
50–51
2 4 3
FINANCIAL STATEMENTS Independent Limited Assurance statement
To: The Stakeholders of Tyman plc
The following limitations should be noted:
1. Introduction and objectives of work
Bureau Veritas UK Ltd (‘Bureau Veritas’) has been engaged
by Tyman plc (Tyman) to provide limited assurance of its
quantitative data contained within the “Tyman plc Annual
Report and Accounts for the year ended 31 December 2023”
(the ‘Report’). The objective is to provide assurance to Tyman
and its stakeholders over the accuracy and reliability of the
reported information and data.
2. Scope of work
The scope of our work was limited to assurance over the
following information included within the Report for the
period 1st January – 31st December 2023 (2023) and the
corresponding baseline years (as applicable) (the ‘Selected
Information’):
1. Scope 1 and 2 Greenhouse Gas (GHG) emissions for 2019
(baseline) and 2023
•
•
•
Total global Scope 1 direct emissions – covering
emissions through combustion of fuels (natural gas,
fuel oil, LPG, diesel, petrol), process emissions and
refrigerant losses (tCO2e)
Total global Scope 2 indirect emissions (location and
market-based) – covering purchased electricity (for
consumption) (tCO2e)
Total global Scope 1 and 2 (market-based) emissions
per million GBP revenue (tCO2e/£m revenue)
2. SDG aligned product revenues 2020 (baseline) and 2023
• Revenues from products that positively impact one or
more of the UN SDGs (environmental or social benefit)
in use (million GBP)
•
SDG aligned product revenues as a percentage of total
revenue (%)
3. Total Recordable Incident Rate (TRIR) 2023
•
Lost time injuries and other recordable injuries
frequency rate expressed per 1 million hours worked
(excluding COVID-19)
3. Reporting criteria
The Selected Information needs to be read and
understood together with the Tyman’s reporting
methodology and disclosures, as set out at
https://www.tymanplc.com/sustainability and https://www.
tymanplc.com/investor-relations/document-centre.
4. Limitations and exclusions
Excluded from the scope of our work is assurance of
information relating to:
• Activities outside the defined assurance period;
• Positional statements of a descriptive or interpretative
nature, or of opinion, belief, aspiration or commitment to
undertake future actions; and
• Other information included in the Report other than the
Selected Information.
•
•
•
•
•
•
This limited assurance engagement relies on a risk-based
selected sample of sustainability data and the associated
limitations that this entails.
The reliability of the reported data is dependent on the
accuracy of metering and other production measurement
arrangements employed at site level, not addressed as
part of this assurance.
This independent statement should not be relied upon
to detect all errors, omissions or misstatements that
may exist.
The review of revenues from positive impact solutions for
SDG-aligned products data points is based on a risk-based
sample of products/product categories functionalities
and assessing its interlinkage with sustainability impact
theme identified by Tyman. This review does not include
verification of financial data (revenue) which is audited
separately by an external financial auditor for baseline
year 2020 and performance year 2023.
The review of the total global Scope 1 and 2 (market-
based) emissions per million GBP revenue was limited to
performing aggregation of emissions under these two
scopes and arriving at the ratio of tCO2e/£m revenue.
This review does not include verification of financial data
(revenue) which is audited separately by an external
financial auditor for baseline year 2019 and performance
year 2023.
The assurance of revenues from positive impact
Solutions for SDG-aligned products with environmental
or social benefits in use was limited to review of the
product functionalities/ properties/ features related to
sustainability impact themes on a sample basis. The end
use impact realized by these products is not within the
scope of this assurance.
5. Responsibilities
This preparation and presentation of the Selected Information
in the Report are the sole responsibility of the management
of Tyman.
Bureau Veritas was not involved in the drafting of the Report
or of the Reporting Criteria. Our responsibilities were to:
• Obtain limited assurance about whether the Selected
Information has been prepared in accordance with the
Reporting Criteria;
•
Form an independent conclusion based on the assurance
procedures performed and evidence obtained; and
• Report our conclusions to the Directors of Tyman.
6. Assessment standard
We performed our work to a limited level of assurance
in accordance with International Standard on Assurance
Engagements (ISAE) 3000 Revised, Assurance Engagements
Other than Audits or Reviews of Historical Financial
Information (effective for assurance reports dated on or after
December 15, 2015), issued by the International Auditing and
Assurance Standards Board.
2 4 4
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 7. Summary of work performed
As part of our independent assurance, our work included:
1. Conducting interviews with relevant personnel of Tyman;
2. Reviewing the data collection and consolidation processes
used to compile Selected Information, including assessing
assumptions made, and the data scope and reporting
boundaries;
3. Reviewing documentary evidence provided by Tyman;
4. Agreeing a selection of the Selected Information to the
corresponding source documentation;
5. Reviewing Tyman’s systems for quantitative data
aggregation and analysis;
6. Assessing the disclosure and presentation of the
Selected Information to ensure consistency with assured
information;
7. Confirmation of accuracy of information with third parties
and/or external stakeholders;
8. Reperforming a selection of aggregation calculations of
the Selected Information;
9. Reperforming greenhouse gas emissions conversions
calculations;
10. Comparing the Selected Information to the prior year
amounts taking into consideration changes in business
activities, acquisitions and disposals; and
11. Evaluating the design of internal systems, processes and
controls to collect and report the Selected Information.
A 5% materiality threshold was applied to this assurance.
It should be noted that the procedures performed in a
limited assurance engagement vary in nature and timing
from, and are less in extent than for, a reasonable assurance
engagement. Consequently, the level of assurance obtained
in a limited assurance engagement is substantially lower
than the assurance that would have been obtained had a
reasonable assurance engagement been performed.
8. Conclusion
On the basis of our methodology and the activities and
limitations described above nothing has come to our
attention to indicate that the Selected Information is not fairly
stated in all material respects.
SDG aligned product revenues
Revenues from products that
positively impact one or more of
the UN SDGs (environmental or
social benefit) in use
(million GBP)
SDG aligned product revenues as
a percentage of total revenue (%)
2020
Baseline
2023
118.2
153.3
20.6%
23.3%
Total Recordable Incident Rate (TRIR)
Total Recordable Incident Rate (expressed per
1 million hours worked) (excluding COVID-19)
2023
4.2
9. Statement of independence, integrity
and competence
Bureau Veritas is an independent professional services
company that specialises in quality, environmental, health,
safety and social accountability with over 190 years history.
Its assurance team has extensive experience in conducting
verification over environmental, social, ethical and health and
safety information, systems and processes.
Bureau Veritas operates a certified Quality Management
System which complies with the requirements of ISO
9001:20151, and accordingly maintains a comprehensive
system of quality control including documented policies and
procedures regarding compliance with ethical requirements,
professional standards, quality reviews and applicable
legal and regulatory requirements which we consider to be
equivalent to ISQM 1 & 22.
Bureau Veritas has implemented and applies a Code of Ethics,
which meets the requirements of the International Federation
of Inspections Agencies (IFIA)3 , across the business to ensure
that its employees maintain integrity, objectivity, professional
competence and due care, confidentiality, professional
behaviour and high ethical standards in their day-to-day
business activities. We consider this to be equivalent to the
requirements of the IESBA code4. The assurance team for
this work does not have any involvement in any other Bureau
Veritas projects with Tyman.
GHG Emissions
Total global Scope 1 direct
emissions (tCO2e)
Total global Scope 2 indirect
emissions (market-based)
(tCO2e)
Total global Scope 2 indirect
emissions (location–based)
(tCO2e)
Total global Scope 1 and 2
(market-based) emissions per
million GBP revenue (tCO2e/£m
revenue)
2019
Baseline
2023
12,078
9,839
31,093
16,827
30,032
22,212
Bureau Veritas UK Ltd
Registered in England & Wales, Company Number: 1758622
Registered Office: Suite 206 Fort Dunlop, Fort Parkway,
Birmingham, B24 9FD
London, 04th March 2024
1 Certificate available on request
2
International Standard on Quality Management 1
(Previously International Standard on Quality Control 1) &
International Standard on Quality Management 2
International Federation of Inspection Agencies – Compliance
Code – Third Edition
3
70.3
40.6
4 Code of Ethics for Professional Accountants issued by the
International Ethics Standards Board for Accountants
2 4 5
FINANCIAL STATEMENTS Definitions and glossary of terms
AGM
APM
ARGE
BPR
Bps
BREEAM
BSI Kitemark
C2C
CAGR
CBAM
CFD
CGU
CHIC
CoBE
CPA
CPMI
CSA
DEFRA
DSBP
EBITDA
EBT
EPD
EPS
ERP
ESG
ExCo
FCA
FSC
FTE
FVPL
GAAP
GCC
GDPR
GHG
GRI
Hi-Po
HSS
IASB
IEA
IFRIC
IFRS
Annual General Meeting
Alternative performance measure
European Federation of Associations of Locks & Builders Hardware Manufacturers
Tyman internal business performance reviews
Basis points
Building research establishment environmental assessment method (building sustainability certification scheme)
UK product and service quality trade mark, owned and operated by the British Standards Institution
Cradle to Cradle product certification scheme for safer, more sustainable products
Compound annual growth rate
Carbon Border Adjustment Mechanism
The Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022
Cash generating unit
Concealed hardware innovative components
Tyman’s Code of Business Ethics
Construction Products Association
Construction Purchasing Managers’ Index
Controls Self-Assessment
UK Department of Food and Environmental Affairs
Deferred share bonus plan
Earnings before interest, taxation, depreciation and amortisation
The Tyman employees’ benefit trust
Environmental product declaration
Earnings per share
Enterprise resource planning
Environmental, social and governance
Executive Committee
Financial Conduct Authority
Forest Stewardship Council
Full time equivalent (headcount)
Fair value through profit or loss
Generally accepted accounting principles
Gulf Cooperation Council
General data protection regulation
Greenhouse gas (emissions) arising from direct operations and/or indirectly via the value chain
Global Reporting Initiative
High potential near-miss incident
Health, safety and sustainability
International Accounting Standards Board
International Energy Agency
International Financial Reporting Interpretations Committee
International Financial Reporting Standards
IIA Code of Practice
The Chartered Institute of Internal Auditors Code of Practice
IPCC
ISO 14001
ISO 14025
KPI
Lawrence
LCA
LEED
2 4 6
Intergovernmental panel on climate change
International Organization for Standardization standard for environmental management systems
International Organization for Standardization standard for environmental labels and declarations
Key performance indicator
Barry G. Lawrence, Inc (trading as Lawrence Industries)
Life Cycle Assessment (evaluation technique to quantify the carbon and broader environmental impacts
of a product over its lifecycle)
Leadership in energy and environmental design standards (building sustainability certification scheme)
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 LFL
LIRA
LOTO
LTI
LTIFR
LTIP
LTM
M&A
NAHB
NDC
NED
NGFS
NPD
OCF
OECD
OEM
OSHA
PFAs
PMI
PPA
PPE
R&D
RCF
RMI
ROAI
ROCE
RoU
SAYE
SBT
SBTi
SDG
SEA
SECR
Like-for-like
Leading Indicator of Replacement Activity
Lock Out Tag Out
Lost time incident
Lost time incident frequency rate – a core safety metric expressing the number of lost time incidents as a ratio
per 1 million hours worked
Long term incentive plan
Last twelve months
Mergers and acquisitions
The National Association of Home Builders
National Determined Contributors
Non-executive director
Network for greening the financial system
New product development
Operating cash flow
Organisation for Economic Co-operation and Development
Original equipment manufacturer
US Occupational Safety and Health Administration
Per-and polyfluoroalkyl substances – a large group of synthetic chemicals (e.g. used for non-stick properties)
Purchasing Managers’ Index
Power Purchase Agreement
Property, plant and equipment
Research and development
Revolving credit facility
Renovation, maintenance and improvement
Return on acquisition investment
Return on capital employed
Right-of-use
Save as you earn
Science Based Target
Science Based Target initiative
United Nations Sustainable Development Goals
UK’s Surface Engineering Association
UK Government’s streamlined energy and carbon reporting
Smartware
Integrated and mechanical and electronic security solutions
STIP
TCFD
TCO2e
TFR
TNFD
TRIR
TSR
UKAS
USPP
VIU
WEFTEC
WEO
WRI
YoY
Short term incentive plan
Taskforce on climate-related financial disclosures
Tonnes of CO2 equivalent (a standard measure for carbon emissions)
Trattamento di fine Rapporto (Italian pension scheme)
Taskforce on nature-related financial disclosures
Total recordable incident rate (a core safety metric including lost time and other recordable incidents involving
restricted duty or medical intervention beyond first aid, expressed as a ratio per 1 million hours worked)
Total shareholder return
UK Accreditation Service
US Private Placement
Value in use
Water Environment Federation’s Technical Exhibition and Conference
World Energy Outlook
World Resources Institute
Year on year
2 4 7
FINANCIAL STATEMENTS Roundings and exchange rates
Roundings
Percentage numbers have been calculated using rounded figures from the financial statements, which may lead to small
differences in some figures and percentages quoted.
Exchange rates
The following principal foreign exchange rates have been used in the financial information to translate amounts into sterling:
2023
1.2731
1.1532
1.8690
1.6871
2023
1.2438
1.1499
1.8734
1.6782
2022
1.2097
1.1298
1.7743
1.6386
2022
1.2370
1.1732
1.7795
1.6078
Closing rates
US dollar
Euro
Australian dollar
Canadian dollar
Average rates
US dollar
Euro
Australian dollar
Canadian dollar
2 4 8
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 Five-year summary
Statutory measures
Revenue
Operating profit
Net finance costs
Profit before taxation
Taxation
Profit after taxation
Basic earnings per share
2023
£m
657.6
60.2
(10.2)
50.0
(11.8)
38.2
19.6
2022
£m
715.5
70.7
(9.3)
61.4
(13.6)
47.8
24.6
2021
£m
635.7
73.1
(9.1)
64.0
(14.4)
49.6
25.4
2020
£m
572.8
59.7
(12.1)
47.6
(10.4)
37.2
19.1
2019
£m
613.7
40.5
(15.7)
24.8
(7.1)
17.7
9.1
Total number of shares in issue (’000)
196,762
196,762
196,762
196,762
196,762
Dividends per share declared (p)
Average monthly number of employees
13.7p
3,623
13.70p
4,135
12.90p
4,295
4.00p
4,035
3.85p
4,146
APMs and KPIs1
LFL revenue growth (%)
LFL adjusted operating profit growth (%)
Adjusted operating profit (£m)
Adjusted operating margin
Adjusted profit before taxation (£m)
Adjusted net debt (£m)
Adjusted basic earnings per share (p)
Return on capital employed (%)
Adjusted operating cash conversion (%)
Leverage (x)
1
See Alternative performance measures on pages 234 to 241.
2023
(8.3%)
(12.7%)
84.4
12.8%
75.0
(110.3)
30.1
11.7%
142.6%
1.1x
2022
5.2%
(3.2%)
94.6
13.2%
85.8
(115.9)
34.7
13.3%
63.5%
1.0x
2021
17.4%
15.6%
90.0
14.2%
81.5
(91.7)
32.1p
14.5%
64.3%
0.9x
2020
(6.0)%
(5.5%)
80.3
14.0%
68.4
(100.6)
27.2p
12.3%
2019
(1.8)%
(4.8%)
85.4
13.9%
71.0
(164.5)
27.5p
12.0%
130.9%
132.2%
1.1x
1.7x
2 4 9
FINANCIAL STATEMENTS Shareholder notes
2 5 0
TYMAN PLCANNUAL REPORT AND ACCOUNTS 2023 The production of this report supports the work of the Woodland Trust,
the UK’s leading woodland conservation charity. Each tree planted will
grow into a vital carbon store, helping to reduce environmental impact as
well as creating natural havens for wildlife and people.
Tyman plc
29 Queen Anne’s Gate
London
SW1H 9BU
enquiries@tymanplc.com
www.tymanplc.com