The Group is in a period of significant
simplification and integration, carrying
the risk of disruption and/or distraction
to its core activities if not managed well.

• The change management process may disrupt
  core business delivery activities if roles and
  responsibilities are not clear
• Staff may become distracted by the change process

•  A Business Excellence team has been
  established, with a clear remit and a limited
  number of priorities
•  Objectives have been set and cascaded
  through the organisation to ensure priorities
  are clear across the Group
• Executive Committee oversight and escalation
  process is in place

The Group is undertaking a transformation including a new strategy, operating model and initiatives such as supply chain, technology improvements and a people strategy as well as aligning the business portfolio. Additionally, new opportunities that the Group may pursue in new geographies may stretch Group and management resources. Strong project management and clarity on roles and responsibilities will be required to ensure that the delivery teams remain focused on the most important identified tasks

Movement:

No change. Progress was made during 2023 in setting common standards and practices across Health & Safety and Project Management. The next priority areas for the Group are Commercial Excellence and Supply Chain. The transformation programme is expected to continue throughout 2024 and into 2025.

The Group relies on external sources of funding to ensure it has the financial liquidity to fund its operations and
future growth, without which there is a risk to the execution of the Group’s strategy.

• The Group may not have the liquidity required
  to ensure that it remains a going concern
• Disposals of additional businesses may be required
• The Group’s reputation and ability to secure
  competitive contracts with suppliers and
  customers may be adversely impacted

• Regular meetings are held with all lenders to
  provide trading and operational updates
• Selection of third-party expert support to
  assist with refinancing
• Ongoing dialogue with potential new lenders

The Group has experienced difficult trading conditions over the last few years and currently has a revolving credit facility (RCF) which matures in 2025 and net debt/EBITDA ranges which are currently outside our target range. To minimise this risk the Group has to strengthen its balance sheet and obtain and retain adequate committed facilities.

Movement:

No change. The short-dated maturity of the existing RCF remains a principal risk to the Group, which is also highlighted by the Group’s auditor, KPMG LLP, in their Independent Audit Report.

Group trading companies may experience an adverse operational
incident or failure to maintain
appropriate levels of health and safety.

• The health and safety of our workforce and
  others could be impacted by our operations
• The Group’s reputation could potentially suffer
  if there was a major accident or health and safety issue
• Claims and regulatory action may be taken against the Company or the affected business

• First item on Plc and business board agendas
• Appointment of a Group Head of HSE as part of the Operational Excellence team in January 2023
• Policy and training
• Group Health and Safety Committee
• Group safety forum
• Insurance
• Internal Audit
• Group-wide safety initiative

Our operations entail the potential risk of significant harm to people and property, wherever we operate across the world. For moral, financial and reputational reasons we would wish to keep the risk as low as possible.

No change. The number of incidents reported in 2023 did not show an improvement compared to 2022.

Operating in competitive markets there is an increased opportunity to provide differentiation to our customers by our strong commitment to health and safety, thereby building long-term trust.

The Group may experience loss or harm related to technical infrastructure or the use of technology within the Group.

Cyber attacks could result in financial and
reputational damage by way of significant
interruption to business systems. Phishing could
result in financial and reputational damage by
way of theft or fraud.

• Further embedding of new Group-wide operating system with enhanced security, alongside infrastructure and software updates to existing systems
• Regular review of IT security issues, including penetration testing
• Enhanced cyber awareness training and regular briefings
• Improved threat detection software and cyber phishing testing across the Board and all employees
• Internal Audit carried out in 2023

A key factor for our customers is our ability to deliver secure IT and other information assurance systems to maintain the confidentiality of sensitive information. IT and Cyber Security are fundamental components to our operations and we continually review the emergence of cyber threats, in an effort to eradicate and mitigate the risk as far as possible.

No change. The Group is reliant on its systems in order to operate effectively and has continued to invest to enhance cyber resilience. The external threat is continually adapting and increasing, notwithstanding the mitigating activities

The Group operates in overseas
emerging markets and key growth economies with fluctuating legislative restrictions, embargoes, sanctions and
exchange controls, often undertaken in association with local joint venture
partners.

Those operations may expose the Group to increased risk of governance and compliance
issues. Any significant failure to comply with laws or regulations could lead to penalties and other financial liabilities, as well as reputational issues.
Where there is a jurisdictional requirement for
local investment or representation, the Group’s ability to continue business in that jurisdiction
could be adversely impacted from an ethical or legal perspective.

• Corporate governance framework, including limits of authority
• Risk tracking of JVs, agents and other third-party relationships, including use of bespoke web-based platform
• Anti-bribery and corruption and third-party management targeted training
• Corporate structuring of relationships, using external local legal advice
• Internal Audit programme includes overseas businesses resourced with local audit team, to leverage advantages of working in local language and consistent with local law/regulation

We rely on winning and retaining contracts in both existing and new markets with a variety of customers including major energy customers and customers owned, controlled, or funded by national governments. This reflects that, whilst the maintenance of a secure and assured pipeline is essential for continued growth, we may choose to embrace the risks that we can confidently and securely manage.

No change. Commercial and financial controls, project management and risk management, along with increasing Group awareness in this area continue to mitigate the risk.

The Group operates in industries which
may be adversely impacted due to the change in energy mix. The Group is committed to minimising the impact of its operations on climate change.

The Group may suffer operational impacts of
extreme weather events, as well as potential
changes in technologies, markets and regulation
in response to climate change which could
increase costs, challenge the viability of Group
services or affect assets values. The Group
is also conscious of the need to reduce its
impact on the climate, including its emission of
greenhouse gases.

• Continuing the Group's end market and geographical diversity
• Focus on decommissioning of oil and gas assets, increasing support of LNG and renewables markets
• Initiatives to reduce the Group's emissions and other impacts on the environment

Sustainability is an integral part of our corporate strategy, and our global business employs short-, medium-, and long-term control measures to manage climate-related risks.

Movement: 

No change. The Group has built its strategic goals around sustainability, driven in part by the impacts of climate change on the Group and the markets it serves

The Group operates in markets where
larger project-based contractors may seek to pass risk down the supply chain.

Through its growth and diversification into new markets and geographies, the Group may be exposed to increased contractual risks, which could result in financial impact caused by late
payment, cost overruns, increased claims and litigation, and/or exposure to non-UK legal jurisdiction uncertainty.

• Internal contract management governance, including policy and training
• Internal and external specialist legal support
• Appropriate balance of risk and reward in contracts, based on Group principles
• Investment Committee and (if large enough) plc Board review and approval of all major bids/tenders
• Targeting increased contract management skills
• Insurance

Movement: 

No change. The Group is diversifying its operations to secure a more sustainable future for its energy businesses and that will bring its own challenges whilst the Group adjusts to new customer expectations and industry developments

Group businesses may fail to meet customer expectations or contractual requirements on project delivery.

This could cause significant adverse financial and
reputational consequences, and/or increased
cost and management time resulting from management of disputes and litigation.

• Formation of Business Excellence team in
  2023, with Project Management one of only
  two priority areas in the year
• Increasing the specialist project management skillset across the Group through training and recruitment
• Implementation of project management best practices
• Focus on post-signature contract management
• Salary benchmarking and role banding exercise.

The Group may fail to attract, retain and develop personnel of the requisite calibre and to plan for succession in key leadership positions.

This may result in the Group not being able to
maintain its existing strong and experienced
management teams in its operational businesses,
and/or a risk to the Group’s delivery of its
strategic objectives, which depends on recruiting
and retaining the right people in all areas of our
business to maintain competitive advantage.

• Implementation of employee strategy
• Graduate recruitment
• Talent identification and management
• Management development programmes
• Appraisal process
• Training plans
• Remuneration incentives
• Succession planning
• Salary benchmarking and role banding exercise

We operate in many specialised engineering and technical domains which require appropriate skills and experience. Progress continues on implementation of the employee strategy to improve recruitment and retention.

Increase. Several senior management changes have been implemented during the year and the recruitment market for talent remains highly competitive.

The Group is exposed to interest rate,
foreign exchange and credit risk.
The Group’s decentralised operating
model requires robust and effective
financial controls.

• Formalised Group internal controls and accounting policy manuals
• Documented levels of delegated authority for all operating companies
• Half-yearly self-certifications covering the effectiveness of financial controls signed by operating company Finance Directors
• Third-party whistleblowing hotline available to all employees 
• Internal Audit reviews on a periodic basis for all businesses
• Internal controls improvement programme
• Centralised finance function management of Group net debt, and FX
• Forward currency contracts
• Interest rate swaps

The Group is exposed to a number of financial risks, some of which are of a macroeconomic nature (for example, foreign currency, interest rates) and some of which are more specific to the Group (for example, liquidity and credit risks). The Group has recognised the adverse effects of the financial resilience risk on our balance sheet and will actively manage this risk via its capital allocation policy and Treasury function.

The Group may execute a transaction
that may present complexities and incur unanticipated costs or additional time to complete. There may also be
regulatory and compliance risks to manage.

The Group may incur additional costs and
require additional management time. A complex
transaction may also result in integration or
separation challenges.

• Adherence to the capital allocation policy
• Comprehensive due diligence process
• Transaction specific risk assessment and scenario planning, this to include integration and separation planning 
• Internal and external specialist legal support
• Strong project management and cross functional involvement 
• Appropriate resourcing. 

The Group has been formed organically and through acquisition. If we believe that a business is not in line with strategic plans, we may decide to sell that business. Transactions can be complex, time-consuming, and expensive. The Group will continue to review potential opportunities within the market in a considered and measured way. Transactions will be undertaken where it is possible to reduce inherent risk.

Disposals will allow the Group to focus on core businesses and simplify its structure and cost base whilst acquisitions present growth
opportunities.

The Group is subject to a number of
laws and regulations (for example, data
protection, anti-bribery and corruption,
human rights, tax and customs and
procurement rules).

Failure to maintain compliance could affect our
ability to conduct business in certain jurisdictions
and potentially expose the Group to fines,
criminal prosecution, reputational damage,
rectification costs, damages claims and loss of
opportunities for future business.

• Maintenance of internal policies and procedures
• Training and awareness programs 
• Encourage, facilitate and investigate whistle-blower cases 
• Experienced members of staff with clear accountability and access to external advisors 
• The Board monitors and reviews all reports and their investigations 
• Maintain accurate and comprehensive documentation. 

Our businesses are subject to the laws, regulations and restrictions of the many jurisdictions in which they operate. The Group seeks to ensure compliance with best practices and regulatory requirements. The Group has a zero-tolerance for regulatory risk around risks such as anti-bribery and corruption and modern slavery.

Compliance with laws and regulations enhances our reputation, credibility and trust with our suppliers and customers, ensures access to capital and investment opportunities and provides opportunities for market expansion.

The Group is subject to re-work and/or
claims against its products should they
fail to meet customer requirements.

The Group may occur additional costs in the
form of re-work or liability claims. This could also
lead to reputational damage and loss of future
business.

• Product testing and validation procedures
• Risk assessments evaluating potential risks associated with a product over its lifecycle
• Supplier, vendor and JV performance management 
• Regulatory compliance 
• Insurance. 

The Group designs innovative products for use in the Energy, Defence and Maritime Transport markets. With any new product development
there are risks of warranty claims or identification of issues to be remediated. The Group seeks to minimise such risks by rigorous testing and quality review processes. There is also the risk of failing to innovate to ensure a pipeline of product development. The Group seeks to invest to strengthen capabilities in this area including the appointment of the Group’s Chief Technology Officer and ensure the development of products to meet customer requirements.

Delivery of consistently high quality products builds long-term trust providing access to potential future business.