Professional Documents
Culture Documents
Ks Ar21 Consolidated Fa Digital
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Financial Statements
2021
2021
Financial Statements
Annual Report &
Etihad Arena
Abu Dhabi, UAE
Insulated Panels
KingZip Linea
AIMING HIGH
The Etihad Arena is the Middle
East’s largest state-of-the-art OUR PLANET PASSIONATE TARGETS
indoor entertainment venue, built DEMAND RADICAL THINKING AND ACTION
on the stunning waterfront of
TO LOWER
Yas Island - Abu Dhabi’s leisure
CARBON
Kingspan used a parametric to facilitate the decarbonisation
design approach on a BIM of the built environment which
workflow where the multi-
layers of the KingZip system is today responsible for almost Climate change is a code red for
could be changed and adapted
40% of global greenhouse gas humanity. It’s the single biggest
to the steel structure, allowing
issue facing the world today.
for the striking architectural emissions. Our ambitious
design which was inspired by the
woven mesh of the baskets used Planet Passionate programme,
by the Bedouin tribes.
which aims to reduce our
environmental impact across the
key themes of carbon, energy,
circularity and water, will further
add to our products’ value The Time is Now
39%
proposition in the fight against
climate change. Buildings past, present and future will be central to averting a climate
crisis. As a global leader in sustainable and innovative building envelope
Gene M. Murtagh solutions, Kingspan has a pivotal role to play.
39% of global annual
carbon emissions are
attributable to buildings
and construction
Legacy of the Potential of the Promise of
PA ST PRESENT Buildings
YET TO
COME
2 6 10
Scan here to watch our full
interactive story online Join us on our journey to build a better world.
LEGACY OF Renovation
Can Power
THE PAST the Shift to
Renewable
RIBA Award
Energy
Buildings & Vehicles:
Winning Build
almost carbon copies Up to 125m
A 1950s house
on a global scale Europeans
within a Victorian
cannot afford to
125m
adequately heat conservation zone
The heating and cooling
their homes. has been cocooned in
of today’s building stock
Kingspan’s roof, floor
produces just 13% less carbon
emissions than ALL road and wall insulation
vehicles annually. and a contemporary
outer shell was added
to create a unique
75%
family home.
Today, over 75%
of heating and of EU Photography:
cooling energy Jack Hobhouse
buildings
needs in EU are energy
buildings come inefficient.
from fossil fuels
2/1000
Mind the Gap!
It will take decades to convert
today’s EU consumption to
renewable energy.
2-3 Kingspan Group plc Annual Report & Financial Statements 2021 Legacy of the Past
Sweet “..the clients’ brief was
that they wanted to create
Home 73% an energy efficient and
warm home. Specification
Renovation
The renovation
resulted in a 73% of Kingspan products
saving in CO2 helped to achieve this and
emissions per m2
we greatly exceeded the
energy requirements of
building regulations. The
A poorly insulated home clients have found that
can lose 30% of its heat they typically don't have to
through the attic, 20-30% turn on the heating on the
though the walls, and 10% upper floors and have low
through the floor. annual energy demands.”
4-5 Kingspan Group plc Annual Report & Financial Statements 2021 Legacy of the Past
Our new Jönköping site hosts
one of the largest rooftop solar NET ZERO CO2e:
Building a
arrays in Sweden.
New Reality
Investment in innovation and development has enabled
the transition to net zero carbon buildings, even in
manufacturing. It’s no longer a question of how, rather
how can we not?
EFFICIENCY
RESOURCES INDEPENDENCE
POTENTIAL
Our innovative PowerPanel™ - Global water use is growing at 2x
an integrated insulated the rate of population growth. This
panel with solar PV – enables precious resource can be managed
easy installation to insulate through our rainwater harvesting
and generate. and water treatment systems.
OF THE
CIRCULARITY
Utilising Waste
PRESENT
One man’s trash is another man’s treasure. Through our LIFECycle framework we are
exploring ways to reduce waste in society and in our processes. In addition, our Logstor
business enables industry to use waste energy to power local communities through
district heating solutions.
6-7 Kingspan Group plc Annual Report & Financial Statements 2021 Potential of the Present
Net Zero Welcome to Jönköping, Sweden - Energy efficient to the core
in Action
Kingspan’s future-ready Jönköping was designed and constructed
with energy efficiency at its core, starting
manufacturing facility with the building envelope. Over 150k m2 of
Kingspan insulated panels and over 15k m2
of Kingspan insulation boards enclose the
facility. Natural daylight enters the building
through 130 nano prismatic rooflights
supplied by Kingspan Light & Air, improving
occupant wellbeing and reducing the need
SITE INFORMATION
for artificial light.
Manufacturing product
Kooltherm® Insulation
1,100
among the largest solar rooftop
sites in Sweden. “The new Kooltherm® line in Jönköping,
MWh of estimated The building itself is heated
Sweden, uses more than 95% renewable
annual renewable by excess heat from the energy and is exemplary because our
production process. Excess
electricity generation.
heat is vented into the fresh
Planet Passionate principles were
air and recirculated, further considered in the design stage, from
>95% enhancing the facility’s
efficiency credentials.
inception to commissioning.”
of the manufacturing
process is powered by Deon Joubert
renewable energy. Divisional Manager (IMS Compliance)
8-9 Kingspan Group plc Annual Report & Financial Statements 2021 Potential of the Present
PROMISE OF Innovative
solutions
BUILDINGS to lower
embodied
YET TO COME carbon
it’s time to be
renewable energy, the focus will
carbon emissions shift from operational carbon –
annually are 3.5 bn such as heat and light – to the
upfront about
attributable to
Thinner
tonnes growing priority of embodied
building materials carbon.
and construction…
embodied
Kingspan has a long-standing
strategy of reducing our reliance & Lighter
on non-renewable energy.
carbon and
Through our Planet Passionate Insulation materials can reduce a building’s
programme we have set ourselves structural and ancillary product requirements,
x2
ambitious targets to further leading to embodied carbon and materials savings.
material
reduce carbon emissions in our
own operations and, significantly,
...in a world where in our supply chain.
…and upfront or
embodied carbon is
Designed for
expected to account
disassembly
for half of the entire
carbon footprint of
new buildings between
50% Our Innovation and our
Planet Passionate agendas Our insulated panel systems are designed for ease
combine to create real of assembly and critically, disassembly, enabling
now and 2050. progress for our customers. their reuse or recyclability at deconstruction.
10 - 11 Kingspan Group plc Annual Report & Financial Statements 2021 Promise of Buildings yet to Come
Sustainably Innovating
Low Carbon Insulated In a 100k m2 industrial building, this would equate
to a saving of over 1,100 tonnes1 of embodied CO2e
Panels in the building envelope alone.
BUILDING A
In 2021 the team at our IKON Global
Innovation Centre, working with our
supply partners, developed a low
carbon insulated panel. It has 25%
less embodied carbon than a standard
BETTER PAST,
insulated panel and upwards of 45%
recycled content.
PRESENT
R&D projects ongoing which focus on
the embodied carbon and renewable
elements of the insulation core.
25%
AND FUTURE
less embodied carbon
1 Comparison between
insulated roof and wall
1,100 tonnes
panels with 100mm
thickness and 10
FOR PEOPLE
metre panel length
CO2e saved in building height
12 - 13 Kingspan Group plc Annual Report & Financial Statements 2021 Promise of Buildings yet to Come
SRON Photography:
Our
Leiden, The Bonte Fotografie
Netherlands
Insulated Panels
Insulated wall
panels with
193m tonnes
Impact
QuadCore™ 193 million tonnes of
CO2e will be saved over
the life of our insulation
systems sold in 2021 Ultra
Energy-
15 years Efficient
Our Impact 15
We are Planet Passionate 16
Our products directly
Our Global Reach 17 enable low carbon and
Summary Financials 18
healthy buildings now 843m
Business & Strategic Report and into the future. In 2021 alone we
upcycled 843 million
Chairman’s Statement 20
waste plastic bottles
Business Model & Strategy 24 Circular
Chief Executive’s Review 32 Kingspan’s insulation Materials
Financial Review 42
Risk & Risk Management 48
systems, sold in 2021, 1,150
Sustainability Report 54 will save an estimated Enough recycled
bottles to fill over
Directors' Report
850 million MWh of energy 1,150 football pitches
The Board 68 or 193 million tonnes of
Report of the Nominations
& Governance Committee 70
CO2e over their lifetime.
Report of the Remuneration
Committee 80
Report of the Audit & 45bn litres
Compliance Committee 96 Over 45 billion litres
Report of the Directors 104 of rainwater will be
harvested by our tanks
Financial Statements produced in 20212 Conserved
Independent Auditor’s Report 114 Water
Financial Statements 122
Notes to the Financial 550m
Statements 129 Enough water to fill over
550 million baths
Other Information
Alternative Performance
Measures 175
Shareholder Information 179
Principal Subsidiary
Undertakings 182 9bn lumens
Group 5 Year Summary 188 The capacity to create 9
billion lumens of natural
This copy of the statutory annual light annually through
report of Kingspan Group plc for
Natural Daylight our daylighting systems
the year ended 31 December 2021 is
not presented in the ESEF-format as
& Ventilation
1m
specified in the Regulatory Technical 1 Assumes 60 year product life; based
Standards on ESEF (Delegated on an EU airline disclosure of over 12.5m
Regulation (EU) 2019/815). The tonnes of CO2e emissions for 12 months to
Enough to light
ESEF annual report is available at: March 2020
2 Assumes a 20 year product life
up 1 million homes3
https://www.kingspan.com/group/
investors/reports-presentations. 3 Assumes 10 x 60W bulbs per home
14 - 15 Kingspan Group plc Annual Report & Financial Statements 2021 Our Impact
We Are Planet Our Global 2021 was another year of
Passionate Reach
global expansion with our
manufacturing footprint
growing to 198 sites from 166.
CARBON
CIRCULARITY
WATER
16 - 17 Kingspan Group plc Annual Report & Financial Statements 2021 Our Global Reach
Emergence Apartments
Valenciennes, France
Insulated Panels
JI Ponant
Summary
Financials
REVENUE EBITDA1 TRADING PROFIT2 TRADING MARGIN3 PROFIT AFTER TAX EPS
18 - 19 Kingspan Group plc Annual Report & Financial Statements 2021 Summary Financials
BUSINESS & STR ATEGIC REP ORT
Chairman’s
Statement
Jost Massenberg
20 - 21 Kingspan Group plc Annual Report & Financial Statements 2021 Chairman's Statement
Management and employees policy has evolved in response experience of capital markets and
This performance is thanks to the to shareholder feedback and manufacturing compliance, and Paul
hard work and dedication of the changes in scale of the business. of US markets and entrepreneurial
Kingspan Team of over 19,000 value creation. We were delighted
g The Board, through the Audit
employees globally. On behalf of the to welcome them both to the Board.
& Compliance Committee,
Board, I want to thank management
carefully monitors and manages
and all the employees for their Looking ahead
compliance and risk across our
contribution to Kingspan’s success in Whilst recognising that challenges
business. The expansion of the
2021. I hope to have the opportunity remain in the near-term, I am
Audit & Compliance Committee’s
to meet with some of the local teams excited about the opportunities
remit to include product
in person and hear their plans for that lie ahead, and I’m confident
certification and compliance was
the future, as the Board once again that management are focused
an important step introduced last
resumes visits to Kingspan sites later on progressing Kingspan’s proven
year, and progress against this
this year. strategy of Innovation, Planet
and how it was implemented is set
Passionate, Completing the Envelope,
out in that committee’s
Board governance and focus and Global to deliver long-term
report on pages 96 to 103 of
It is appropriate that in this, my first sustainable success for the benefit
this Annual Report.
report as Chairman of Kingspan, I set of our stakeholders.
out the Board’s key areas of focus: g We are committed to Caledon Industrial Park
fully implementing the Jost Massenberg Ontario, Canada
g The Board will continue to support Insulated Panels
recommendations of the Chairman
management to develop and KS Shadowline
Eversheds Sutherland’s review. A
implement the Company’s
summary of how these have been 22 February 2022
strategy and deliver long-term
implemented to date is included
value to shareholders, in line
in the Report of the Nominations
with our mission to accelerate
& Governance Committee with
a net zero emissions future built
further details on our website at
environment with the wellbeing of
inquiry.kingspan.com.
people and planet at its heart.
g The Board is committed to Board changes
high standards of corporate At last year’s Annual General Meeting,
governance which reflects our core the Company’s founder and my
values of honesty, integrity and predecessor as Chairman, Eugene
compliance in everything we do, Murtagh, retired as a non-executive
and I was pleased to virtually meet director after 55-years with Kingspan.
with some of our top shareholders During that time, Kingspan grew to
during the year to discuss Board become the global leader that it is
governance matters with them. today based on the entrepreneurial
Full details of how we have culture that he set from the top. He
aligned this commitment with leaves a tremendous legacy and a
the principles of the UK Corporate Kingspan spirit that we are all proud
Governance Code are set out to be a part of. On behalf of myself
in the Directors’ Report of this and the Board, I would like to pay
Annual Report. thanks to Eugene and look forward
to his staying in contact with the
g The Nominations & Governance
Company as President Emeritus.
Committee continues to ensure
At the same time, Bruce McLennan
the effectiveness of the Board
also retired from the Board after six
through an appropriate balance
years and I would like to thank Bruce
of skillsets and backgrounds to
for his contribution to Kingspan
reflect Kingspan’s global business
during that period.
and culture.
g The Report of the Remuneration As part of the continuing process of
Committee details how the refreshing the Board, we were pleased
Company’s remuneration policy to announce the appointments of
aligns pay for performance with Éimear Maloney and Paul Murtagh
the delivery of the Group strategy, as non-executive directors last April.
and how the remuneration Éimear has extensive knowledge and
22 - 23 Kingspan Group plc Annual Report & Financial Statements 2021 Chairman's Statement
BUSINESS & STR ATEGIC REP ORT BUSINESS & STR ATEGIC REP ORT Conserve energy and reduce carbon emissions
Insulated Panels
Kingspan Insulated Panels is the world’s
Strategy
constructions using traditional insulation.
Insulation Boards
Kingspan is a world leader in rigid
insulation board. Our advanced insulation
technologies deliver superior thermal
performance and air-tightness when
compared with traditional insulation,
resulting in thinner solutions that offer
We believe buildings Harness the power of the natural environment multiple advantages including more internal
of the future should: floorspace and daylight.
Light & Air
Kingspan Light & Air is established as Technical Insulation
Harness the power a global leader providing a full suite of The operation of buildings accounts for
of the natural daylighting solutions, as well as natural 28% of carbon emissions globally. While
environment ventilation and smoke management space heating is the largest consumer
solutions, which complement our existing of energy in buildings, heating water
Through natural daylighting building envelope technologies. Thermal and space cooling are also key energy
and natural ventilation. comfort, indoor air quality and natural consumers. Cooling is the fastest growing
daylighting are widely recognised as the use of energy in buildings. Kingspan has
most important factors affecting occupant innovative, ultra-performance products
wellbeing in buildings. in both piping insulation and ducting
insulation. In 2021 we extended our exposure
in industrial insulation to pre-insulated
Conserve Generate their own renewable resources pipes which service the district heating
energy segment. Industrial insulation is a segment
and reduce PowerPanel™ which contains significant opportunity for
carbon PowerPanel™ is part of our Insulated Panels Kingspan to expand in the future.
emissions division. It is an engineering innovation
from Kingspan which has integrated our
Data & Flooring
Through ultra QuadCore™ insulated panel with solar
Kingspan is the world’s largest supplier
energy efficient technology, enabling a single fix installation
of raised access flooring and data centre
building of high-performance insulated panel with
airflow management systems. Raised access
envelopes and solar power generation.
flooring is the most cost effective way of
building services.
creating a flexible working environment
Water & Energy by utilising the floor void to manage the
Sustainable water management is rapidly distribution of M&E services and HVAC
becoming one of the greatest challenges systems. Our systems have many benefits
Generate their own of our time. We manufacture and support including optimising overall building
renewable resources pioneering new technologies to preserve height, achieving faster construction with
and protect water. Kingspan is also a greater design flexibility, enabling easier
Through solar energy, market leading manufacturer of innovative reconfiguration of a workspace, and
rainwater harvesting and energy management solutions. improving indoor air quality.
wastewater treatment.
24 - 25 Kingspan Group plc Annual Report & Financial Statements 2021 Our Solutions
BUSINESS & STR ATEGIC REP ORT
INNOVATION
Our
Kingspan’s innovation agenda is driven across
four key themes - performance, solutions,
sustainability, and digitalisation.
Strategic
We have a persistent focus on iterative performance
improvements in our current portfolio including
characteristics relating to thermal, structural, sustainability,
fire and smoke. We innovate solutions to enable architects
Pillars
and building designers to create sustainable buildings, such
as our integrated insulated panel with solar-PV, PowerPanel™.
Digitalisation - by progressively surfacing our products
digitally, we are making it easier to find them, specify them,
buy them and track them.
26 - 27 Kingspan Group plc Annual Report & Financial Statements 2021 Our Strategic Pillars
BUSINESS & STR ATEGIC REP ORT BUSINESS & STR ATEGIC REP ORT
Our Our
Our strategic goals are aligned Our values have always been
with our mission to accelerate the foundation of our strategy
Strategic Values
a zero emissions future built and are fundamental to how
environment with people and we do business and interact
planet at its heart. with each other.
Goals
To advance materials, building OUR BELIEF OUR CULTURE AND VALUES CODE OF CONDUCT
Handball Alley
systems and digital technologies
Croke Park to address issues such as climate
Dublin, Ireland change, circularity and the Historically, construction has taken Kingspan has grown from a family Kingspan expects the highest
Insulated Panels protection of our natural world. from nature with little consideration business and many of the values standards of integrity, honesty
QuadCore™ Karrier given to the finite resources available. associated with family businesses form and compliance with the law from
and Dri-Design Buildings were constructed without the backbone of our culture today. our employees, our directors and
contemplating how they might The business has been built on trust our partners globally. We actively
impact future generations. We believe in the integrity of our people and of encourage our employees to speak
the buildings of the future need our offering. We value this trust and out if they experience instances that
to deliver more than ever before. recognise it as being fundamental are not in keeping with the principles
To be the world’s leading provider
They must combat climate change by to our ongoing success. We are outlined in our Code of Conduct.
of low energy, sustainably
maximising energy efficiency through entrepreneurial, collaborative, honest,
produced, building envelopes –
superior thermal performance while and we stand behind a common cause Through 2021 our employees, globally,
Insulate and Generate.
incorporating products that are – better buildings for a better world. underwent training on our updated
lower in embodied carbon across Code of Conduct. Our business
their entire lifecycle. Using less We are innovative. We are the market success is inextricably linked to our
energy is not enough; buildings leader in the field of high-performance behaviours, and our aspiration is
should generate their own energy building envelope solutions, which to maintain a culture where our
too. Buildings should be healthy and ensure lifetime carbon and resource everyday actions are built on five
To expand globally, bringing high- inspirational, optimising the benefits savings. We have gained this position core principles:
performance building envelope of daylight and fresh, clean air. They through a creative and solutions
solutions to markets which are should be designed, constructed and driven mindset, which continues to g Clear, ethical and honest
at an earlier stage in the evolution operated to protect natural resources inform our innovation agenda today. behaviours and communications;
of sustainable and efficient and conserve water as much as
g Compliance with the law;
building methods. possible. Above all they must be safe, We think long-term. The strategy
protecting people and property from of the business is driven by long- g Respect for the safety and
fire and other natural hazards. term ambitions and not by quarterly wellbeing of colleagues;
performance. The success of this
g Protection of our Group assets;
strategy can be seen in our long-term
growth. This ethos is apparent in g Upholding our commitment to
our multi-year commitments such a more sustainable future.
Innovation
as our 10-year Planet Passionate
Global
programme which will drive real, Please see further detail at: https://
positive, impact for the environment www.kingspan.com/group/
Read more about our Planet Passionate and forms a common goal across commitments/people-and-
strategic pillars on page 26 the business globally. community/our-code-of-conduct
Completing the Envelope
28 - 29 Kingspan Group plc Annual Report & Financial Statements 2021 Our Values
BUSINESS & STR ATEGIC REP ORT 15% 85% GEOGRAPHY
DRIVER S
Other Energy Efficiency & Conversion
50% 25%
2021 in a
36% 64% Central &
CHANNEL Western &
Via Distribution Direct Southern Northern
Europe Europe
21% 9% 70%
Nutshell
Residential Office Commercial SECTOR
& Data & Industrial
23% 77%
Refurbishment New Build
END-MARKET 5% 20%
Rest of World Americas
198 4%
> Product innovation and & Air
2020: 5.4% 2020: 20.6c Energy
differentiation Data &
> Excellent customer service Global manufacturing facilities
Flooring
EPS
> Energy efficient sustainable
building envelope solutions
> We operate our businesses to 19,000+ 1 Operating profit before
amortisation of intangibles
305.6c +48%
the highest standards 2 Earnings before 2020: 206.2c
> We acquire excellent businesses Employees
finance costs, income
> We recycle capital to optimise > Management controls taxes, depreciation and
returns amortisation. Prior period
> Quality systems comparative has been
> We maintain financial discipline > Responsible supply re-presented to reflect this
> We balance our portfolio of chain partnerships revised definition.
businesses across product
and geography
> We drive sustainable practices
in our operations through our
Planet Passionate initiatives
30 - 31 Kingspan Group plc Annual Report & Financial Statements 2021 2021 in a Nutshell
BUSINESS & STR ATEGIC REP ORT OPERATIONAL SUMMARY FINANCIAL HIGHLIGHTS
Vilanova Office
Saint-Grégoire,
Chief 42%
France
Insulated Panels g Unprecedented raw g Insulation sales markets, with
JI Grégale B300 material inflation increase of 50% the exception of
with strong price reflecting strong Australasia. Revenue to €6.5bn
Executive's
recovery effort. demand in key (pre-currency, up 42%)
markets and inflation g Data & Flooring
g Strong underlying recovery on pricing. sales growth of
volume growth Strong development 21% reflecting
49%
Review
of 13% and 11% in activity during strong data centre
Insulated Panels the year including activity and ongoing Trading profit4 up 49%
and Insulation acquisition of Logstor, development of to €755m (pre-currency,
respectively. a leading global the European up 49%)
supplier of technical operations.
g Insulated Panels insulation solutions.
Gene M. Murtagh sales increase
of 45% driven by g Light & Air sales
g Invested a total
of €714m in 50bps
strong momentum growth of 24% acquisitions, Group trading margin3
generally in reflecting the capex and financial of 11.6% (2020: 11.1%),
construction activity, acquisition of Colt investments during an increase of 50bps
raw material led Group in Q2 2020 the period.
price growth further and the acquisition
enhanced by strong
demand in high
growth sectors. Year
of Skydôme in 2021.
Strong backlog
at year end.
g Since period end,
approximately
€800m committed
48%
Basic EPS up 48% to 305.6
end order backlog on three transactions cent (2020: 206.2 cent)
volume 28% ahead g Water & Energy subject to customary
of the same point in sales increase of approvals.
2020. 66% growth
in sales value of
QuadCore™.
29% reflecting a
strong performance
across all key
26.0c
Final dividend per share of
26.0 cent (2020: 20.6 cent)
Business Review
2021 was a year marked by
RMI. Order intake trends displayed
in the first half eased off over the 0.88x
extraordinary volatility in supply course of the second half. That Year end net debt1 of
chains and wider society. Whilst said, the Insulated Panels global €756.1m (2020: €236.2m).
this dynamic created significant order backlog finished the year Net debt to EBITDA2 of 0.88x
challenges to our business, and indeed ahead by 28% in volume. North (2020: 0.40x)
our industry, underlying demand and South America, France and
remained strong through the year, Britain were particular stand-out
chains and wider society. Whilst were required to be passed through to delivering this performance.
market. The result of all of this was a
this dynamic created significant record performance by the Group with The demand for significantly more 1 Net Debt pre-IFRS 16
challenges to our business, and revenue growing by 42% to €6.5bn, efficient materials and methods of 2 Net debt to EBITDA is
pre-IFRS 16 per banking
and trading profit growth of 49% to construction is clearly gaining much
indeed our industry, underlying €755m. Basic EPS grew by 48%. needed momentum and, with the
covenants
3 Trading profit divided
demand remained strong through prevailing energy cost and supply by total revenue
Activity was strong across most of threats around the world, it is likely
the year, albeit somewhat weaker our markets in both residential and that the drive toward conservation
4 Operating profit
before amortisation
in quarter four. industrial construction, newbuild and will be accelerated. of intangibles
32 - 33 Kingspan Group plc Annual Report & Financial Statements 2021 Chief Executive’s Review
Target 2022 was Logstor Group, a European based Perfil, an architectural and ceilings and system audits took place. A
PLANET PASSIONATE TARGETS Year 2020 2021** Change (forecast) provider of highly insulated district solutions business in Spain. further 90 manufacturing sites were
heating infrastructure, acquired in internally audited under the process
June 2021 for €245m. The acquisition Innovation overseen by the Audit & Compliance
- Net Zero Carbon Manufacturing - scope 1 & 2030 312,640* 299,077 -4.3% 287,000 of Romania based TeraSteel also PowerPanel™(an engineered Committee of the Group’s Board.
21 GHG emissions (tCO2e) completed in the period. Additionally, combination of QuadCore™ insulated
we entered the Uruguay Insulated panel and solar PV) development ISO 37301 is the leading global
- 50% reduction in product CO2e intensity 2030 0 0 - 0
Panel market with the acquisition of completed during the period and a standard for establishing, developing
from primary supply chain partners (%)
CARBON 51% of Bromyros, and enhanced our large scale project on an in-house and monitoring compliance systems.
- Zero emission company cars (annual 2025 11 29 164% 30 insulation channel in Australia and roof was completed in quarter three. We have embarked on a programme
replacement %) New Zealand with the acquisition This is now fully operational with real of widespread adoption of this
of Thermakraft. We also became time energy monitoring underway. standard across the Group and during
a founding investor in the ground The approval process is nearing 2021, the standard’s first year of
- 60% Direct renewable energy (%) 2030 19.5* 26.1 34% 28 breaking H2 Green Steel in Sweden completion which should pave the implementation, 9 manufacturing
- 20% On-site renewable energy 2030 4.9* 4.8 -2.0% 6 that aims to become the world’s first way for a full scale market launch facilities across Kingspan achieved it.
generation (%) zero carbon steel facility. In the second during quarter two, in Britain and During 2022, we anticipate adding
half of 2021 we acquired California Ireland initially. We are also fine- another 25 locations, including the
ENERGY - Solar PV systems on all wholly owned 2030 21.7* 28.4 31% 34
based Solatube International, an tuning our Rooftricity™ proposition, Kingscourt Insulated Panels facility
facilities (%)
exciting bolt-on to our North American a funded solution whereby the which will be the first of its kind
- Net Zero Energy (%) 2020 100 100 - 100 Light & Air offering. customer outlay for a re-roof or in Europe. Two of our US plants
newbuild incorporating PowerPanel™ in Modesto and Deland were fully
Organically, we commissioned 5 will be minimal. Encouragingly, the approved in 2021 making them joint
- Zero Company waste to landfill (tonnes) 2030 18,642* 16,294 -13% 15,000 new manufacturing facilities or lines soft launch project pipeline is ahead first in the world.
- Recycle 1 billion PET bottles into our 2025 573 843 47% 900 across the globe in 2021, enabling of our expectations.
manufacturing processes (million bottles) the ongoing conversion to high-
performance materials. QuadCore™ 2.0 is also progressing
CIRCULARITY - QuadCore™ products utilising recycled PET 2025 5 5 - 15
and in a coldstore application, the Ahlsell
(% sites) Mölndal, Sweden
We have plans for approximately 25 product reached a 120 minute fire
new manufacturing facilities or lines rating, which is a dramatic leap Insulated Panels
Paroc DELIGN
over the next four years to support the forward and will in many cases
- Harvest 100 million litres of rainwater 2030 20.1* 20.6 2.5% 35
growth of our full spectrum of building match if not exceed the performance
(million litres)
envelope solutions. of synthetic mineral fibre cored
- Support 5 Ocean Clean-Up projects 2025 1 2 100% 3 products. QuadCore™ sales value
(No. of projects) Acquisitions After Year End grew by 66% globally in 2021.
WATER
Following year end we have reached
1: excluding biogenic emissions agreement to acquire Ondura Group The team at our IKON Global
*Restated figures due to improved data collection methodologies (‘Ondura’) from Naxicap. Ondura, Innovation Centre has also developed
**Scope and boundaries: Planet Passionate targets include manufacturing & assembly sites within the Kingspan Group in 2020 and headquartered in France, is a leading a low carbon insulated panel in
organic growth. global provider of roofing membranes collaboration with our suppliers. This
and associated roofing solutions is a prime example of how our Planet
Intensity Indicator Change YoY with 14 manufacturing sites and a Passionate agenda is translating
distribution network in 100 countries into market leading, sustainable
Carbon Intensity (tCO2e/€m revenue) 29% reduction worldwide. The business recorded products. Initial testing suggests the
Energy Intensity (MWh/€m revenue) 15% reduction sales in 2021 of €424m with EBITDA development panel will have c.25%
of €63m. The consideration is €550m less embodied carbon and contain
Landfill Waste Intensity (t /€m revenue) 35% reduction payable in cash on completion and upwards of 45% recycled content.
conditional on obtaining customary
Water Intensity (million lt/€m revenue) 14% reduction
approvals. The acquisition of Ondura In addition, projects are underway
is fully aligned with Kingspan’s long to achieve an ‘A’ classification for
Planet Passionate We have recently announced revised the same timeframe. We will also stated strategy to develop multiple Optim-R®, AlphaCore®, and ‘B’
2021 was the second year of our 1.5°C aligned science-based targets implement a €70 per tonne internal technologies in roofing applications classification for key Kooltherm®
ambitious ten-year programme to bringing them in line with our Planet carbon charge from 2023 which and will serve as our global platform applications. Significant progress is
further boost the environmental Passionate programme goals to will galvanise full alignment across for advancing these solutions. also being made on entering the
ethos of Kingspan. This builds upon reduce Scope 1, 2 and 3 greenhouse the organisation. ‘natural’ insulation category.
the foundations laid over our previous gas (GHG) emissions. The Group has We have also reached agreement,
ten-year Net Zero Energy programme now committed to reducing absolute Expansion subject to customary approvals, to Product Integrity
that completed successfully in 2020. Scope 1 and 2 GHG emissions by 90% Over the course of the year we acquire Troldtekt, a leading Danish The Group’s product integrity audit
The current programme encompasses by 2030 from a 2020 base year. It invested a total of €714m on headquartered manufacturer of and compliance programme is
stretching goals across twelve target has also pledged to reduce absolute acquisitions, capex and financial natural low carbon acoustic insulation. extensive. Over the course of the
areas (see above). Scope 3 GHG emissions by 42% within investments. The largest of these In addition we have acquired THU year, 576 third party external product
34 - 35 Kingspan Group plc Annual Report & Financial Statements 2021 Chief Executive’s Review
Insulated Insulation
Panels
Activity was particularly strong driving demand early in the year and Sales volumes in the first half of the
throughout the year in our largest as inflation topped out, so too did Intermedi year were particularly healthy, easing
segment. Sales volumes reached order intake leading to a reduction Drongen, Belgium back somewhat in the latter half as
a record at almost 80 million m2, in backlog, albeit finishing the year Insulated Panels the distribution network began to
order intake by volume was up by comfortably ahead of prior year. Dri-Design Shadow unwind high inventories accumulated
with QuadCore™ TURNOVER
20% and the volume backlog ended during the period of rising prices earlier
the year ahead by 28%. QuadCore™ Raw material movements for 2022 in the year. In total, volume for the
comprised 16% of global insulated are unclear and we will respond year was ahead by 11% accounting
panels order intake value and we
again expect that to increase in the
year ahead.
appropriately with pricing of our
own products in the event of any
significant movement.
to just over 70 million m2 of deliveries
globally. Kooltherm® volume was
modestly ahead for the full year.
€1,182.9m
Non-residential newbuild construction The organic volume expansion we are
Industrial insulation sales, including
applications like pipe, ducting and +50%(1)
has been buoyant in many of our experiencing necessitates a number district heating/cooling were in the
key markets, and coupled with our of new greenfield facilities across the region of €300m for the full year, 2020: €787.0m
growing segmental exposure to high world. These expansion projects are, including €150m from the acquisition
growth end-markets combined to or will be shortly, underway in France, of Logstor Group in the second half.
deliver a record year. Raw material Romania, the US, Brazil, Vietnam We believe industrial applications are a
expectations were instrumental in and Australia. real opportunity for significant growth
potential over the longer term.
TRADING PROFIT
To support future organic growth we
are either underway with, or planning,
new facilities for Optim-R® in the US,
2020: €2,917.4m 2020: €321.3m 2020: 11.0% We are relentless in our commitment
to offer an unparalleled spectrum of
insulation solutions. In addition to TRADING MARGIN
the technologies referred to in the
innovation section, early feasibility
12.4%
work has begun on entering the
production of stone wool to support
our existing and future requirement
-160bps
of that material.
1 Comprising underlying East Village Plot N06
+38%, currency -1% and London, Britain
acquisitions +8%. Like- Insulation
for-like volume +13%. Pipe Insulation
1 Comprising underlying +26%, 2020: 14.0%
currency +1% and acquisitions +23%.
Like-for-like volume +11%.
Photography: Bert Demasure
36 - 37 Kingspan Group plc Annual Report & Financial Statements 2021 Chief Executive’s Review
Light Water
& Air & Energy
This division delivered a good on Europe and Australia and the
performance despite the headwinds Americas is a real development
presented by market constraints opportunity and will therefore
TURNOVER TURNOVER
evident in Australia. become a region of growing focus.
€36.0m €20.0m
+15% This relatively new segment for the
Group has been evolving rapidly
Industries in the US. The former
creates a wider global opportunity
+23%
with global revenue for the year of for the transmission of natural light
2020: €31.2m €552.2m. Organic growth in 2021 into buildings via tubular daylighting 2020: €16.3m
amounted to a modest 1%, and the systems, whilst Major Industries adds
contribution of the Colt acquisition to our existing range of architectural
in 2020 delivered €178m revenue in wall daylighting solutions.
2021. The recovery of cost inflation
has been slower than expected
TRADING MARGIN TRADING MARGIN
owing to the long contract lead
AFAS
time with customers. Recovery is
Leusden, The
now well underway and should
6.5% 7.6%
Netherlands
deliver a positive margin evolution Light & Air
during 2022. Glass roofs
-50bps -40bps
and facade
France and Germany were both Insulation
strong performers whilst the US Unidek Dijkotop
slipped back a little against very
strong project comparatives in 2020. Palmyra II
2020: 7.0% Kangaroo Valley, Australia 2020: 8.0%
Water & Energy
In addition to bedding down the Colt Kingspan made to measure
1 Comprising acquisition, a number of bolt-ons rainwater tanks 1 Comprising underlying
underlying +1% and were added during 2021 including +14%, currency +4% and
acquisitions +23% Solatube International and Major acquisitions +11%
38 - 39 Kingspan Group plc Annual Report & Financial Statements 2021 Chief Executive’s Review
Data &
Looking Ahead
2022 has started well helped by the strong
order backlog at the end of last year,
Flooring
although it is still early days. Raw material
prices which saw steep increases through
much of 2021 remain at elevated levels
with no evidence yet of this situation
changing significantly. Our trading outlook
beyond the first quarter is less visible
although the prevailing mood in our end-
markets, for the most part, remains one
This business unit offers solutions of cautious optimism.
to both office flooring and
multiple data centre offerings, Our innovation pipeline is most
TURNOVER
primarily designed to conserve encouraging and, in particular, this
the use of power in the storage year should see the market launch of
and management of data. PowerPanel™ and Rooftricity™, our fully
€32.3m
Gene M. Murtagh
Chief Executive Officer
22 February 2022
+10%
2020: €29.3m
TRADING MARGIN
11.9%
-120bps
Facebook EMEA HQ
Dublin, Ireland
Data & Flooring
RMG and FDEB
Floor Systems
2020: 13.1%
40 - 41 Kingspan Group plc Annual Report & Financial Statements 2021 Chief Executive’s Review
BUSINESS & STR ATEGIC REP ORT
Review
performance for the year ended 31
December 2021 and of the Group’s
financial position at that date.
Geoff Doherty
Code Building
Virginia, USA
Insulated Panel Overview of results The Group’s underlying sales and trading profit growth by division are set
KS Karrier Panel Group revenue increased by 42% to out below:
and MCM Facade
€6.5bn (2020: €4.6bn) and trading
profit increased by 49% to €754.8m
Sales Underlying Currency Acquisition Total
(2020: €508.2m) with an increase of
50 basis points in the Group’s trading Insulated Panels +38% -1% +8% +45%
profit margin to 11.6% (2020: 11.1%).
Insulation +26% +1% +23% +50%
Basic EPS for the year was 305.6 cent
(2020: 206.2 cent), representing an Light & Air +1% - +23% +24%
increase of 48%.
Water & Energy +14% +4% +11% +29%
Data & Flooring +21% - - +21%
Group +30% - +12% +42%
The Group’s trading profit measure is earnings before interest, tax and
amortisation of intangibles:
The key drivers of sales and trading profit performance in each division are set
out in the Business Review in the Report of the Directors.
42 - 43 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Review
Finance costs (net) Retirement benefits (a) Basic EPS growth. The growth in and other processes as the variability associated with trading solutions. The total consideration,
Finance costs for the year increased The primary method of pension EPS is accounted for primarily by division continues to scale up. The patterns and the timing of including debt acquired, amounted
by €11.3m to €36.3m (2020: €25.0m). provision for current employees a 49% increase in trading profit Water & Energy trading margin significant purchases of steel and to €244.5m.
A net non-cash charge of €nil (2020: is by way of defined contribution partially offset by an increase in decrease reflects the category chemicals. Working capital levels
charge of €2.0m) was recorded in arrangements. The Group has three the Group’s effective tax rate by and geography mix and overhead in the business were unusually The Group also made a number of
respect of swaps on USD private legacy defined benefit schemes in the 90 basis points to 17.2% and an curtailment in the prior year. The low at the end of 2020 reflecting smaller acquisitions during the year
placement notes which were fully repaid UK which are closed to new members increase in minority interest. The decrease in trading margin in Data constrained supply chains and for a combined cash consideration
during the year. The Group’s net interest and to future accrual. In addition, effective tax increased due to & Flooring reflects the geographic restricted availability at that point. of €214.1m.
expense on borrowings (bank and loan the Group has a number of smaller the geographical mix of earnings market and product mix of sales Furthermore, the 30% growth in
notes net of interest receivable) was defined benefit pension liabilities in year on year. The minority interest year on year and impact of underlying sales in 2021 required g The Insulated Panels division
€32.2m (2020: €19.3m). This increase Mainland Europe. The net pension amount increased year on year increased raw material prices. a consequential investment in acquired 51% of Bromyros in
reflects higher average gross debt liability in respect of all defined due to a strong performance at working capital to support the Uruguay, the remaining 50% of
levels in 2021. In particular, this includes benefit schemes was €28.0m as the Group’s operations which have (d) Free cashflow is an important sales growth. The December Dome Solar in France, Solarsit in
a full year interest expense for the at 31 December 2021 (2020: €45.9m) minority stakeholders. indicator and reflects the amount 2021 working capital position is France and the assets of Krohn
Green Private Placement loan notes with the decrease reflecting, of internally generated capital untypically high reflecting higher in Russia.
issued in December 2020, as well as a primarily, the impact of actuarial (b) Sales performance of +42% available for re-investment in than normal inventory levels. The
g The Insulation division acquired
negative return on Euro denominated gains in the year. (2020: -2%) was driven by a the business or for distribution business took the opportunity to
Thermakraft in Australasia, Hectar
cash balances. Lease interest of 30% increase in underlying to shareholders. build an element of buffer stocks
in the Netherlands and the assets
€3.7m (2020: €3.6m) was recorded Intangible assets and goodwill sales and a 12% contribution as availability opened up in the
of Dyplast Products, Diversifoam
for the year. €0.2m (2020: €0.1m) Intangible assets and goodwill from acquisitions. The increase second half of 2021. We expect
Free cashflow 2021 2020 Products and Thermal Visions in
was recorded in respect of a non-cash increased during the year by in underlying sales reflected a working capital levels to normalise
North America.
finance charge on the Group’s defined €440.3m to €2,001.8m (2020: combination of strong price growth €m €m during 2022.
benefit pension schemes. €1,561.5m). Intangible assets and due to raw material inflation, g The Light & Air division acquired
EBITDA* 893.2 630.2
goodwill of €418.9m (2020: €57.3m) volume growth due to ongoing (e) Return on capital employed, Skydôme in Western Europe and
Taxation were recorded in the year relating structural adoption and buoyant Lease payments (38.6) (33.7) calculated as operating profit Major Industries and Solatube
The tax charge for the year was to acquisitions completed by the construction markets worldwide. divided by total equity plus net International in North America.
Movement (429.3) 107.7
€118.4m (2020: €74.9m) which Group. An increase of €50.9m (2020: debt, was 19.5% in 2021 (2020:
in working g The Water & Energy division
represents an effective tax rate of decrease of €72.4m) arose due to year (c) Trading margin by division is set 18.4%). The creation of shareholder
capital** acquired BAGA in Sweden, Heritage
17.2% (2020: 16.3%). The increase in end exchange rates used to translate out below: value through the delivery of
Tanks in Australia and the assets of
the effective rate reflects, primarily, intangible assets and goodwill other Movement in 6.9 (2.1) long term returns well in excess
Enviro Water Tanks in Australia.
the change in the geographical mix than those denominated in euro. 2021 2020 provisions of the Group’s cost of capital
of earnings year on year. There was an annual amortisation is a core principle of Kingspan’s The Group’s organic capital
Insulated 12.3% 11.0% Net capital (163.6) (126.1)
charge of €29.5m (2020: €23.5m). financial strategy. The increase in expenditure during the year was
Panels expenditure
Dividends and share buyback profitability was the key driver of €168.8m encompassing a number
The Board has proposed a final dividend Financial key performance Insulation 12.4% 14.0% Net interest (34.5) (21.6) enhanced returns on capital during of strategic capacity enhancements
of 26.0 cent (2020: 20.6 cent) per indicators paid the year. and ongoing maintenance.
Light & Air 6.5% 7.0%
ordinary share payable on 6 May 2022 The Group has a set of financial key
Income taxes (126.8) (89.7)
to shareholders registered on the record performance indicators (KPIs) which Water & 7.6% 8.0% (f) Net debt to EBITDA measures Since period end, we have
paid
date of 25 March 2022. An interim are presented in the table below. Energy the ratio of net debt to earnings committed approximately €800m
dividend of 19.9 cent per ordinary share These KPIs are used to measure the Other including 19.8 15.0 and at 0.88x (2020: 0.40x) is on three transactions, subject to
Data &
was declared during the year (2020: financial and operational performance 11.9% 13.1% non-cash items comfortably less than the Group’s customary approvals.
Flooring
nil). In summary, therefore, the total of the Group and to track ongoing banking covenant of 3.5x in both
dividend for 2021 is 45.9 cent compared progress and also in achieving Free cashflow 127.1 479.7 2021 and 2020. The calculation is EU Taxonomy
to 20.6 cent for 2020. This is in line medium and long term targets to The Insulated Panels division pre-IFRS 16 in accordance with the New disclosures are required in the
with the previously announced revised maximise shareholder return. trading margin advanced year on *Earnings before finance costs, Group’s banking covenants. current year under the EU Taxonomy
income taxes, depreciation
shareholder returns policy. year reflecting the market mix of Regulation (Sustainable finance
and amortisation. Prior period
sales as well as positive operating Acquisitions and capital expenditure taxonomy - Regulation (EU) 2020/852).
Key Performance comparative has been re-presented
During the year, the Company issued 2021 2020 leverage driven by 13% volume During the year the Group made a The disclosures will be included in our
Indicators to reflect this revised definition.
405,588 shares in satisfaction of growth in the year. The trading **Excludes working capital on number of acquisitions for a total Planet Passionate Sustainability Report
obligations falling under share schemes Basic EPS growth 48% 1% margin decrease in the Insulation acquisition but includes working upfront consideration of €540.2m. that will be published at a later date,
which comprised newly issued shares division reflects, in the main, a capital movements since that point within the required timeframe.
Sales performance +42% -2%
of 189,444 and the reissuance of strong margin performance in 2020 In February 2021, the Group acquired
216,144 treasury shares. Trading margin 11.6% 11.1% reflecting a positive lag effect on Working capital at year end was 100% of the share capital of TeraSteel COVID-19 Pandemic
raw material prices in the early part €977.8m (2020: €450.8m) and a Romanian based manufacturer of The Group took a number of steps
Free cashflow 127.1 479.7
Separately, the Company repurchased of 2020 and short term overhead represents 13.8% (2020: 8.8%) insulated panels and ancillary products to protect its financial position at
(€m)
600,000 shares at a weighted average curtailment with both factors of annualised sales based on for a consideration of €81.6m. the outset of the global pandemic
price of €78.16 during the year. This Return on capital 19.5% 18.4% not applying in 2021. The reduced fourth quarter sales. This metric is in the first quarter of 2020. Many
is consistent with an objective of employed trading margin in Light & Air closely managed and monitored In June 2021, the Group acquired construction markets were severely
maintaining a broadly constant issued reflects a lag in inflation recovery throughout the year and is subject 100% of the Logstor Group a leading impacted at the early stage of the
Net debt/EBITDA 0.88x 0.40x
share capital over time. and investment in specification to a certain amount of seasonal global supplier of technical insulation virus albeit most experienced some
44 - 45 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Review
element of recovery through 2020 Net debt Financial risk management
and improving further in 2021. The Net debt increased by €519.9m during 2021 to €756.1m (2020: €236.2m). This is The Group operates a centralised
key impact in 2021 was reduced analysed in the table below. treasury function governed by a treasury
availability of materials particularly policy approved by the Group Board. This
in the first half of the year. The Group policy primarily covers foreign exchange
Movement in net debt 2021 2020
did not avail of Covid-19 related risk, credit risk, liquidity risk and interest
furlough and benefits in either 2020 €m €m rate risk. The principal objective of the
or 2021 having repaid in full €17m in policy is to minimise financial risk at
Free cashflow 127.1 479.7
supports received in 2020. reasonable cost. Adherence to the policy
Acquisitions (540.2) (46.1) is monitored by the CFO and the Internal
Capital structure and Group Audit function. The Group does not engage
Purchase of financial asset (5.0) -
financing in speculative trading of derivatives or
The Group funds itself through a Share issues 0.1 - related financial instruments.
combination of equity and debt.
Repurchase of treasury shares (46.9) -
Debt is funded through a syndicated Investor relations
bank facility and private placement Dividends paid (73.5) - Kingspan is committed to interacting with
loan notes. The primary bank debt the international financial community to
facility is a €700m Planet Passionate Dividends paid to non-controlling interests (3.2) (1.2) ensure a full understanding of the Group’s
Revolving Credit Facility arranged Cashflow movement (541.6) 432.4 strategic plans and its performance against
in May 2021, maturing in May 2026, these plans. During the year, the executive
and which was undrawn at year end. Exchange movements on translation 21.7 (35.4) management and investor team presented
This substantially replaced outgoing at eight capital market conferences and
facilities of €751m. Movement in net debt (519.9) 397.0 conducted 586 institutional one-on-one
and group meetings.
The Group’s core funding is provided Net debt at start of year (236.2) (633.2)
by six private placement loan notes Share price and market capitalisation
(2020: seven); one (2020: two) Net debt at end of year (756.1) (236.2) The Company’s shares traded in the
USD private placement totalling range of €52.75 to €105.50 during the
$200m (2020: $400m) maturing year. The share price at 31 December 2021
in December 2028, and five (2020: 2021 2020 was €105.00 (31 December 2020: €57.40)
five) EUR private placements giving a market capitalisation at that
Covenant Times Times
totalling €1.2bn (2020: €1.2bn) which date of €19.0bn (2020: €10.4bn). Total
will mature in tranches between Net debt/EBITDA Maximum 0.88 0.40 shareholder return for 2021 was 83.9%
November 2022 and December 2032. 3.5 (2020:5.4%).
The weighted average term, as at 31
Minimum
December 2021, of all drawn debt EBITDA/Net interest 26.2 27.9 Geoff Doherty
4.0
was 6.3 years (31 December 2020: Chief Financial Officer
6.3 years). 22 February 2022
46 - 47 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Review
BUSINESS & STR ATEGIC REP ORT
Volatility in the macro environment
Management
demand is dependent on activity levels
As set out in the Business Model & Strategy, the Group has
which may vary by geographic market and is
mitigated this risk through diversification as follows:
subject to the usual drivers of construction
activity, (i.e. general economic conditions - significant globalisation strategy with a presence in over
and volatility, Brexit, pandemics, political 70 markets;
uncertainty in some regions, interest rates,
- launch of new innovative products and an approach of continual
business/consumer confidence levels,
improvements to existing product lines; and
unemployment, and population growth).
- acquisitions made during the year extend the geographic
While construction markets are inherently reach of the Group.
cyclical, changing building and environmental
regulations continue to act as an underlying The full details of these diversifications are set out in the Business
positive structural trend in demand for many Model & Strategy report contained in this Annual Report.
Overall responsibility for risk where at least two executive directors of the Group’s products.
As a leading building management lies with the Board are present. The risks and trends
supplies manufacturer who ensures that risk awareness are the focus of each division’s Product failure
is set at an appropriate level. monthly management meeting,
in a highly competitive To ensure that risk awareness is where their performance is also
international set at an appropriate level, the assessed against budget, forecast Risk and impact Actions to mitigate
Audit & Compliance Committee and prior year. Key performance A key risk to the Kingspan business is Dedicated structures and processes are in place to manage and
environment, Kingspan assists the Board by taking indicators are also used to benchmark the potential for functional failure of our monitor product quality controls throughout the business:
is exposed to a variety of delegated responsibility for risk operational performance for all product which could lead to health, safety,
- New products go through a certification process which is
identification and assessment, manufacturing sites. and security issues for both our people and
risks and uncertainties in addition to reviewing the our customers.
undertaken by a recognised and reputable authority before it is
brought to market.
which are monitored Group’s risk management and In addition to this ongoing
internal control systems and assessment of risk within the divisions, The Kingspan brand is well established and is - The Group appointed a Head of Compliance & Certification
and controlled by the making recommendations to the Audit & Compliance Committee a key element of the Group’s overall marketing reporting to the Group CEO to ensure a rigorous approach to
Group’s internal risk the Board thereon. oversees an annual risk assessment and positioning strategy. In the event of a certification, testing and product compliance across the Group
for the Group whereby each divisional product failure, the Kingspan brand and/or and to ensure consistent and robust application of processes
management framework. The chairman of the Audit & management team is formally asked reputation could be damaged and if so, this centred around our core commitment to product safety.
Compliance Committee reports to to prepare a risk assessment for their could lead to a loss of market share.
- The terms of reference for the Audit & Compliance Committee
the Board at each board meeting business. This assessment involves
include oversight of the product compliance agenda.
on its activities, both for audit evaluating group-wide risks, as put
matters and risk management. The forward by the Board, and also - Our businesses employ quality control specialists and operate
activities of the Audit & Compliance presenting additional risks that are strict policies to ensure consistently high standards are
Committee are set out in detail specific to their business. maintained in addition to the sourcing and handling of raw
in the Report of the Audit & materials.
Compliance Committee on page 98. While it is acknowledged that the
- The construction of a dedicated Kingspan Fire Test centre using
Group faces a variety of risks, the
Kingspan products allows for more expedient and significant
The Board monitors the Group’s Board, through the processes set out
testing to take place.
risk management systems through above, has identified the principal
this consultation with the Audit & risks and uncertainties that could - Quality audits are undertaken at our manufacturing sites. 88 of
Read more about Compliance Committee but also potentially impact upon the Group’s our facilities are ISO 9001 certified.
our global strategic through the Group’s divisional short to medium term strategic goals
- Effective training is delivered to our staff.
pillars on page 26 monthly management meetings, and these are as follows:
- Proactively monitor the regulatory and legislative environment.
48 - 49 Kingspan Group plc Annual Report & Financial Statements 2021 Risk & Risk Management
Failure to innovate Business interruption (including IT continuity)
Risk and impact Actions to mitigate Risk and impact Actions to mitigate
Failing to successfully manage and compete - Innovation is one of Kingspan’s four pillars to increasing Kingspan’s performance is dependent on - Kingspan insists on industry leading operational processes and
with new product innovations, changing shareholder value and therefore plays a key role within the availability and quality of its physical procedures to ensure effective management of each facility.
market trends and consumer tastes could have the Group. infrastructure, its proprietary technology, The Group invests significantly in a rigorous programme of
an adverse effect on Kingspan’s market share, its raw material supply chain and its preventative maintenance on all key manufacturing lines to
- There is a continual review of each division’s product
the future growth of the business and the information technology. The safe and mitigate the risk of production line stoppages.
portfolios at both the executive and local management level
margins achieved on the existing product line. continued operation of such systems and
to ensure that they target current and future opportunities - The impact of production line stoppages is also mitigated
assets are threatened by natural and man-
for profitable growth. by having business continuity plans in place to allow for the
made perils and are affected by the level of
transfer of significant volume from any one of our 105 plants
- This risk is further mitigated by continuing innovation and investment available to improve them.
in the Insulated Panels division or 42 plants in the Insulation
compelling marketing programmes. The launch of the IKON
division to another in the event of a shutdown.
Global Innovation Centre in 2019 has served to enhance the The building industry as a whole is going
capabilities of the Group to innovate. Kingspan also has a deep through some significant change with respect - In addition, and as part of our consequential loss insurance,
understanding of changing consumer and industry dynamics to building regulations and codes. The risks Kingspan is subject to regular reviews of all manufacturing sites
in its key markets and continues to refine its omnichannel associated with misunderstanding some of by external risk management experts, with these reviews being
customer centric approach, enabling management to respond the potential changes and the nature of our aimed at enhancing Kingspan’s risk profile.
appropriately to issues which may impact business performance. product set are more prevalent today.
- Kingspan continues to focus on developing, enhancing, and
protecting its IP portfolio. As a global leader in building envelope
Any significant or prolonged restriction to its
Climate change solutions, Kingspan considers its IP security to be paramount.
physical infrastructure, the necessary raw
In addition to trade secret policies and procedures, Kingspan
materials or its IT systems and infrastructure
has developed appropriate IP strategies to protect and defend
Risk and impact Actions to mitigate could have an adverse effect on Kingspan’s
against infringements.
Kingspan’s products provide a solution to Risks relating to climate change are managed through a multi- business performance.
climate change, particularly with respect disciplinary, and company wide, risk management process. - To reduce Kingspan’s exposure to raw material supply chain
to reducing carbon emissions in the built Examples of how climate change risks are mitigated include: issues, Kingspan retains strong relationships with a wide range
environment. Climate change is therefore of raw material suppliers to limit the reliance on any one supplier
- Planet Passionate – following the successful completion of our or even a small number of suppliers.
both an opportunity and a risk for Kingspan.
Net Zero Energy programme (our programme designed to reduce
energy consumption and generate on-site renewable energy), - Kingspan continues to inform all stakeholders of the
Climate risks within our business include characteristics of our product offerings, their appropriate
Kingspan launched the next stage of our sustainability journey in
regulatory changes, substitution risk should application and benefits, to limit the risk of misunderstanding
2020, our 10-year Planet Passionate programme, which includes
we fail to maintain our market leading within the building industry.
12 ambitious targets in the areas of Carbon, Energy, Circularity
offering, rising energy or carbon prices within
and Water. This strategic agenda will enable significant - Kingspan’s IT infrastructure is constantly reviewed and updated
our own operations or in our supply chain,
advances in the sustainability of both our business operations to meet the needs of the Group. Procedures have been
and physical risk to our operations or those
and our products. established for the protection of this infrastructure and all other
of our suppliers.
- Innovation – our innovation agenda is inextricably linked IT related assets. These include the development of IT specific
with our Planet Passionate programme, helping us to drive business continuity plans, IT disaster recovery plans and back-up
market leading products in the areas of carbon savings and delivery systems, to reduce business disruption in the event of a
sustainability. Innovation is supported through ongoing major technology failure.
investments such as the opening of the IKON Global Innovation
Centre in 2019.
- Global Presence – Kingspan operates out of 198 manufacturing
sites across the globe, diversifying our physical risk from climate
change. We have also built relationships with a wide range of
global supply partners to limit the reliance on any one supplier or
even a small number of suppliers.
Innovation Global Planet Passionate Completing the Envelope Innovation Global Planet Passionate Completing the Envelope
50 - 51 Kingspan Group plc Annual Report & Financial Statements 2021 Risk & Risk Management
Credit risks and credit control Acquisition and integration of new businesses
Risk and impact Actions to mitigate Risk and impact Actions to mitigate
As part of the overall service package, - Each business unit has rigorous established procedures and Acquisitive growth is an important element - All potential acquisitions are rigorously assessed and evaluated,
Kingspan provides credit to customers and as credit control functions around managing its receivables and of Kingspan’s development strategy. A failure both internally and by external advisors, to ensure any potential
a result there is an associated risk that the takes action when necessary. to execute and properly integrate significant acquisition meets Kingspan’s strategic and financial criteria.
customer may not be able to pay outstanding acquisitions and capitalise on the potential
- Trade receivables are primarily managed through strong credit - This process is underpinned by extensive integration procedures
balances. synergies they bring may adversely affect
control functions supplemented by credit insurance to the extent and the close monitoring of performance post acquisition by
the Group.
that it is available. All major outstanding and overdue balances both divisional and Group management.
At the year end, the Group was carrying a
together with significant potential exposures are reviewed
receivables book of €1,022.9m (2020: €770.2m) - Kingspan also has a strong track record of successfully
regularly and concerns are discussed at monthly meetings at
expressed net of provision for default in integrating acquisitions and therefore management
which the Group’s executive directors are present.
payment. This represents a net risk of 16% have extensive knowledge in this area which it utilises for
(2020: 15%) of sales. Of these net receivables, - Control systems are in place to ensure that credit authorisation each acquisition.
approximately 61% (2020: 60%) were covered requests are supported with appropriate and sufficient
by credit insurance or other forms of collateral documentation and are approved at appropriate levels in
such as letter of credit and bank guarantees. the organisation. Health & Safety
Innovation Global Planet Passionate Completing the Envelope Innovation Global Planet Passionate Completing the Envelope
52 - 53 Kingspan Group plc Annual Report & Financial Statements 2021 Risk & Risk Management
BUSINESS & STR ATEGIC REP ORT
On the left: Agricultural Building, TS Finsterwolde,The
Netherlands,Insulated Panels, JI Wall products
Sustainability
Water & Energy, Kingspan made to measure rainwater tanks
Report
54 - 55 Kingspan Group plc Annual Report & Financial Statements 2021 Sustainability Report
Today, the construction and operation of buildings
Kingspan’s insulation systems, sold together account for 39% of energy related CO2e
SUSTAINABILIT Y REPORT
in 2021, will save an estimated 850 emissions. The energy efficiency of buildings is therefore
fundamental in combating climate change. Our
million MWh of energy or 193 million advanced building envelope solutions help building
tonnes of CO2e over their lifetime.
Product
owners to reduce energy emissions. Our solutions also
help to enhance occupant health and wellbeing through
improved thermal comfort, natural daylighting, natural
ventilation, and increased space.
15 years 550m
Enough to power Enough water
a major airline to fill over 550
for over 15 years1 million baths
1,150
lighter and safer to handle materials. Increasingly
1m
we are enhancing our service and solutions
through digitalising our offer. By surfacing all of our
products digitally, we’re making it easier to find Enough recycled
them, specify them, buy them, build with them bottles to fill over Enough to light
and track them. 1,150 football pitches up 1 million homes3
56 - 57 Kingspan Group plc Annual Report & Financial Statements 2021 Product Passionate
Product Integrity
Ensuring the safe use of our products in buildings During 2021, over 570 of these external product audits This approach underpins a programme of work that is underway across Kingspan, which is built upon four pillars:
is central to our approach to product development, were carried out across the Group.
testing and support. This encompasses both the safety
of those who are installing our products and crucially, The behaviour of the insulated panels in these tests
those who live and use the buildings that contain has been consistent with a significant number of 1 2 3 4
our products. independently investigated real fire case studies, where
Kingspan LPCB and FM approved panel systems have
Today, fire safety is often reduced to a simplistic been exposed to real fires in a range of building types CULTURE OF HONESTY, INTEGRITY DIGITAL TRACEABILITY COMPETENCY IN
“combustible” versus “non-combustible” definition, based including school, hospital, retail, distribution, storage, INTEGRITY AND OF PRODUCT OF PRODUCT TECHNICAL SUPPORT
on a small-scale test. Important factors such as building food manufacture/ processing, industrial and a car. Whilst COMPLIANCE COMPLIANCE INFORMATION AND INSTALLATION
design, installation methodology and the interaction all these case studies relate to insulated panels with a PIR
of the different materials in the actual system are not core, large scale system tests embedded within LPCB and
tested in small-scale materials classification testing. FM approvals indicate that QuadCore™ insulated panels Our updated group-wide Led by our Group Head of Our group-wide Digital An extensive Marketing
Hence, our approach to the safe use of our insulation will perform in a similar or better manner. Key findings Code of Conduct has Compliance & Certification, Transformation programme Integrity programme was
products in buildings is founded on the principle that from these real fire investigations include: been rolled out across all a new product compliance has a core focus on the launched in 2021, aligned
system testing is the best way to assess fire performance businesses in Kingspan programme has been rolled implementation of a group- with the incoming UK Code
of any roof or cladding system, regardless of the g No evidence to indicate that the PIR insulated panels based on the three out across the Group to wide Product Information for Construction Product
insulation materials used. increased the risk of fire spread; principles of honesty, the ISO 37301 Compliance Management (PIM) system Information, to ensure
integrity and compliance. Management standard, to ensure accuracy of accurate and truthful
g PIR cores within the insulated panels charred in the
As a manufacturer of products incorporating a very This updated Code of which will be audited by all product information, representation of product
immediate vicinity of the fire;
wide spectrum of insulation solutions, including both Conduct sets out clear our Group Internal Audit including that which is information in marketing
combustible and non-combustible insulation, we g Fires were not propagated within the PIR core of the expectations for all function with reporting related to testing and materials. This is being
have extensive experience with system testing for fire insulated panel; employees with respect to to the Board’s Audit & compliance. The PIM will supported by a training
performance across a range of insulation types and clear, ethical and honest Compliance Committee. provide accurate and up-to programme with a key
g PIR insulated panels did not char significantly outside
system build-ups. It is this knowledge that informs our business communications, Accreditation for the date product information focus on representation of
of the area of the main fire; and
belief that fire safety should be predicated on tested together with in ISO 37301 Compliance to a suite of customer testing and accreditations
performance of the actual system, rather than a g Building contents were the dominant influence on compliance with the law. Management Systems tools, including Kingspan’s and using a Skills,
presumption that certain materials will be safe in fire severity, and the fire severity was not significantly Over 90% of Kingspan’s has been achieved by the proprietary BIMDesigner Knowledge, Expertise
any build-up. influenced by the PIR insulated panel. employees have completed Product Compliance and platform which will and Behaviour (SKEB)
training on our updated Certification function and support the golden thread approach to competency.
It is also very important to understand that there is a The Kooltherm® range of insulation boards and KoolDuct® Code of Conduct. by nine manufacturing of Kingspan product Group Internal Audit will
wide spectrum of performance in combustible materials. pre-insulated ductwork are manufactured with a phenolic locations across four of the information through be auditing the use of
Thermoset combustible materials (such as QuadCore™ insulation core, which has been proven to offer superior Group’s five divisions. An building models and into the SKEB competency
and Kooltherm®) are designed to char when subjected fire and smoke performance to other commonly used rigid additional twenty five sites building passports. The framework within the
to fire, the char forms a barrier which helps to limit heat thermoset insulants. are expected to obtain ISO Kingspan PIM project has marketing function. This
from reaching the insulation beneath. This char will 37301 accreditation in 2022. been underway programme of work is
break down slowly and allow the flames to char another A comprehensive range of building facade systems since 2019. being rolled out to all
layer of insulation, but it takes a significant amount of incorporating our insulation board and insulated panels businesses, with the aim
time. In addition, when the flame is removed, Kingspan products have successfully passed Kingspan large- of assuring the highest
thermoset insulation self-extinguishes. These are scale facade tests around the globe including, but not standards of product safety
important characteristics underpinning their ability limited to, NFPA 285 (North America), LEPIR II (France), and compliance. We are
to help systems pass the most rigorous large-scale SP 105 (Nordics), AS 5113 (Australia), ISO 13785-2 also piloting a Learning
system tests. (Czech Republic) and MSZ 14800-6 (Hungary). As it Management System
relates to large scale fire tests, there are a total of 14 to further advance skills
For example, a wide range of Kingspan insulated panels systems incorporating Kooltherm® which have met the within the business.
carry an FM (FM Global) or LPCB (Loss Prevention requirements of BR135 when tested to BS 8414 (UK) and
Certification Board) Approval, both of which are testing there are 6 insulated panel based systems that have met
regimes developed by the insurance industry. These the requirements of BR 135 when tested to BS 8414. We
approvals provide objective third-party testing, which is recognise that all testing, for fire and other aspects of
underpinned by quarterly, bi-annual and annual factory performance, must be supported by a robust approach
surveillance audits (depending on the region) to verify to ensuring that the integrity of this information can
“Product integrity is a fundamental aspect of our overall
compliance. Independent certification bodies take be assured and disseminated to enable a golden thread value proposition to our customers, this programme
samples of insulated panels from our factories and send from testing through to the service life of our products
them to their own laboratories for fire testing to verify on buildings and beyond. Furthermore, safe use of our
will drive market-leading infrastructure, technology
ongoing compliance. These independent audits also products on buildings must be supported by accurate and knowledge to support this important agenda.”
include assessments of change control, formulations, and truthful marketing together with competent technical
processing parameters, labelling and internal testing. and installation advice. Gene M. Murtagh
58 - 59 Kingspan Group plc Annual Report & Financial Statements 2021 Product Passionate
SUSTAINABILIT Y REPORT Our Planet Passionate programme consists of 12 targets across 4 key areas:
Planet Passionate Targets Target Year 2020 Underlying Business 2021 Business
Planet
In December 2019 Kingspan launched the next 2020 2021 Change 2020 2021 Change
phase of our sustainability journey, our Planet
Passionate programme. Through this programme CARBON
Passionate
we are working with our suppliers and throughout
our business to meet our ambitious goals in the - Net Zero Carbon Manufacturing - 2030 312,640* 299,077 -4.3% 342,589 ** 317,071 -7.4%
areas of carbon, energy, circularity and water. scope 1 & 21 GHG emissions (tCO2e)
In an effort to reduce a key source of carbon - 50% reduction in product CO2e 2030 0 0 - 0 0 -
in construction, embodied carbon, we are intensity from primary supply
targeting Net Zero Carbon Manufacturing by chain partners (%)
2030 and a 50% reduction in carbon intensity
Increasingly our customers want from our primary suppliers by 2030. Our Head of
- Zero emission company cars 2025 11 29 164% 11 28.5 159%
(annual replacement %)
solutions which not only enable Innovation works together with our Global Head
of Sustainability, and our CEO, to ensure that
them to preserve resources, but product development is closely aligned with our ENERGY
solutions which are also sourced Planet Passionate objectives. - 60% Direct renewable energy (%) 2030 19.5* 26.1 34% 19.5* 24.8 27%
and manufactured in a an In 2021, we chose to voluntarily update our existing
- 20% On-site renewable energy 2030 4.9* 4.8 -2.0% 4.9* 4.6 -6.1%
environmentally responsible way. science-based targets. These more ambitious
generation (%)
targets were approved by the Science-Based - Solar PV systems on all wholly 2030 21.7 28.4 31% 21.7 29.2 35%
Initiative in June and classified our ambition as owned facilities (%)
aligned with a 1.5°C future. - Net Zero Energy (%) 2020 100 100 - 100 100 -
CIRCULARITY
- Zero Company waste to landfill 2030 18,642* 16,294 -13% 18,642* 17,090 -8%
(tonnes)
- Recycle 1 billion PET bottles into 2025 573 843 47% 573 843 47%
our manufacturing processes
(million bottles)
- QuadCore™ products utilising 2025 5 5 - 5 5 -
recycled PET (% sites)
WATER
- Harvest 100 million litres of 2030 20.1* 20.6 2.5% 20.1* 20.6 2.5%
rainwater (million litres)
- Support 5 ocean clean-up projects 2025 1 2 100% 1 2 100%
(no. of projects)
2020 Underlying Business includes manufacturing & assembly sites within the Kingspan Group in 2020 plus their organic
growth.
2021 Business includes all manufacturing & assembly sites within the Kingspan Group, including additions since 2020.
1: excluding biogenic emissions.
* Restated figures due to improved data collection methodologies.
** 2020 GHG emissions were recalculated due to structural changes that occurred in 2021 and to improved data
collection methodologies.
60 - 61 Kingspan Group plc Annual Report & Financial Statements 2021 Planet Passionate
CARBON ENERGY CIRCULARITY WATER
Through our Planet Through the second year Our vision is to deliver As a manufacturer of
Passionate programme we of our programme, the circular solutions to solutions to harvest and
aim to enable low carbon focus was on designing and enable a circular recycle water, we recognise
buildings, not only in the implementing measures and transition for the the need for future water
operational phase but also in initiatives that will put us on construction sector. security and the protection
the upfront and construction a path to reach 60% direct use of our natural water systems.
phase. 2021 highlights include: of renewable energy by 2030.
g The planned introduction of a €70/tonne g The new renewable energy projects that g Kingspan Data & Flooring g In 2021, we installed 7 rainwater harvesting
internal carbon charge by 2023. came online in 2021 will produce more than has been awarded the systems across our business, adding 8.6
4.55 GWh of energy annually. prestigious Cradle to million litres to our capacity. In total, we
g Electrification and zero carbon manufacturing:
Cradle certification harvested 20.6 million litres of rainwater
At our new Jönköping site in Sweden, the fully
g We added 13 new rooftop solar-PV projects at Bronze level, based during the year.
electrified manufacturing process is powered
across our business. on an impartial and
by >95% renewable electricity. A rooftop g We are delighted to announce our
independent evaluation
solar PV system was installed comprising partnership with Seabin Project. Seabin
g We also made significant progress with our of material health, material
of 3,500 modules, the system will generate Project is the second clean-up project we’re
energy suppliers, converting 36 electricity reutilisation, renewable
1,100 MWh of renewable electricity per supporting. The sponsorship will result in
contracts to renewable electricity and a energy, water stewardship
annum. This is a pivotal example of how to direct, measurable impact, with the Kingspan
further 3 from LPG to bioLPG. and social fairness.
construct sustainable manufacturing facilities sponsored Seabin unit estimated to collect
today and provides a blueprint for future almost 1,300kg of marine debris annually.
g We recycled 65% of our waste in 2021 and
Kingspan facilities.
we continued our research into ways to g Kingspan continues to support the removal
g We installed an additional 33 new EV minimise waste. Recycling trials are ongoing of plastic waste from the Mediterranean
charging stations across our business, with a to investigate ways in which Kingspan factory each year through the ECOALF Foundation’s
further 45 to be commissioned in early 2022. waste could be reutilised to add value to network of 2,600 fishermen in Spain. Our
In addition, we converted 29% of our annual other industries while helping us divert waste aim is to incorporate as much as feasible,
replacement cars to zero emissions cars. from landfill. of the ocean plastic recovered, into our
manufacturing processes. In 2021, 190 tonnes
g A key facet of our carbon ambition
g QuadCore™ warranty: To reflect Kingspan of marine debris were collected by ECOALF
is to reduce our upstream carbon
commitment to hold responsibility for Foundation’s Upcycling the Ocean project
emissions, particularly as they relate to
the end-of-life stage of its products, in Spain.
our purchased goods and services which,
Kingspan Insulated Panels have upgraded
in 2021, accounted for over 79% of our
the QuadCore™ warranty to incorporate
total value chain emissions. We have had
premium lifetime service and maintenance
significant engagement with our key raw
support, including an end of life take back
material suppliers and tracking of their
scheme, which will ensure that the materials
decarbonisation plans, and we had over 50
recovered are reused or recycled.
meetings on supply chain engagement in
2021. One outcome of this is our investment
in H2 Green Steel which aims to produce steel
with over 90% less embodied carbon by 2024.
This is a clear signal to the market about
what we expect from our suppliers over the
short to medium-term.
62 - 63 Kingspan Group plc Annual Report & Financial Statements 2021 Planet Passionate
GENDER BAL ANCE
SUSTAINABILIT Y REPORT Engagement And Retention
countries presented five business improvement
At Kingspan we use multiple tools to drive talent projects to a wide-ranging internal audience across
2021 80% 20% retention. These include traditional motivational Kingspan. The next cohort, which commenced with
People
tools such as reviews and objective setting, but a launch in November 2021, is our largest group of
there is also the opportunity to join a network of international graduates to-date with 45 participants
2020 81% 19% people across the Company to drive real change of which one third are female.
through innovation and engagement with our
Passionate
2019 81% 19% Planet Passionate initiatives. We are building High Impact Leadership Development
a network of Planet Passionate Champions to PEAK (Programme for Executive Acceleration in
Male Female help scale local action at our sites across the Kingspan) was launched in 2018 and is targeted
globe. In 2021, our employees conducted over 20 at middle to senior managers who are currently, or
Planet Passionate related project initiatives at will soon commence, managing a team. It aims
our locations around the world including waste to increase leadership diversity by deepening and
INJURY FREQUENCY R ATE
Attract, Retain and Develop workshops, local clean-up projects, tree planting widening the pool of potential senior leaders to
events, and deployment of beehive sanctuaries. match the increasing scale and global nature of
the business. Over 100 executives have participated
In 2021 we redesigned and relaunched Kingspan’s in PEAK which has strengthened cross divisional
What has been achieved at Kingspan would not be
2021 1.2 Internal Career Portal which provides an open relationships as well as led to further integration of
possible without the people that work hard every day and transparent forum for Kingspan employees executive talent from recent acquisitions.
to drive the Group forward. A dynamic and motivated 2020 1.2 to learn about and apply for career opportunities
workforce is key to delivering towards the future across all our businesses worldwide. It has a Advanced Management Programme
growth strategy of the business. For this reason, talent wealth of information about the types of roles An Advanced Management Programme was
is at the heart of future planning at Kingspan. 2019 1.4 and skills that are in demand to deliver on our launched in May 2021 in partnership with INSEAD’s
strategic objectives. executive business school in France. This new
Kingspan’s leadership team holds an annual Talent p/100k hours programme supports Kingspan’s senior leaders to
Forum in September to review succession plans, Next Generation of Leaders engage with the enterprise level goals in a more
metrics on key positions hired throughout the year Kingspan continues to be an attractive employer collaborative way while transforming their leadership
and to forecast future talent gaps as part of our of choice for young, talented graduates with a capabilities to drive significant long-term growth.
human capital risk assessment. FATALITIES 44% increase in applications to our global website Thirty of our senior executives attended a week-
in 2021 for graduate positions. long residential programme on INSEAD’s campus
in Fontainebleau in November 2021 as well as
Graduates participated in our Yours to Shape undertaking a 5-week online module on Innovation
2021 1 development programme which was in its fifth in the Age of Disruption.
consecutive year in 2021. The objective of the
programme is to provide new graduates with We held our inaugural Developing Leaders as
2020 1 a network to collaborate across the Group and Coaches cross divisional programme in 2021. This
develop the capabilities to drive their career has led to the development of a Kingspan Code of
2019 1 in Kingspan. It spans 12-months of interactive Coaching which clarifies the rules of engagement
workshops, peer coaching, masterclasses with and aligns with the Company’s core values and
senior executives and assignments on the Promote Code of Conduct. We will continue to roll out
e-learning platform. This culminated in the annual this programmes next year to ensure the on-
Graduate Projects Showcase in September 2021 going development of formal coaching skills and
where the participants representing 13 different consistency of practice globally.
64 - 65 Kingspan Group plc Annual Report & Financial Statements 2021 People Passionate
Protect Initiatives implemented throughout 2021 Our policies same goals and standards as Kingspan, to address strategic
Kingspan takes the safety of our employees incredibly
global issues, emerging trends and ultimately our customer
seriously. All accidents, as well as near misses, are recorded g COVID-19 safety measures were an ongoing Aims
needs. This approach has divisional and regional variances
and reviewed. Health and Safety (H&S) is under ongoing priority for 2021 and many safety initiatives to g Comply with all local laws in the countries we operate in.
based on the local requirements and materials, but is built
review at a facility and divisional level and a Group H&S support the safe return to work were implemented
g Ensure supply chain accountability. on core social, ethical and environmental standards. In all
Committee sits at least annually. It is an opportunity for across the Group.
cases we aim to foster an environment of collaboration.
all divisions and geographies to share best practice and g Replacement of smoke and heat management Modern slavery
discuss operational experiences that will improve the skylights by Colt Group at Insulated Panels sites Slavery and human trafficking are abhorrent crimes and Customer experience programme
welfare of all our employees. We are deeply saddened to in Northern and Eastern Europe. we all have a responsibility to ensure that they do not Our Customer Experience programme is all about capturing
report that during the year, a fatal road accident occurred
g Upgrade of site yard and roadways in Insulated Panels continue. At Kingspan we pride ourselves on conducting what, how and why our customers experience the things
while an employee was travelling between our facilities
Northern and Eastern Europe. our business ethically and responsibly. The Modern Slavery they do.
in Brazil. An investigation is underway to discover the
Act 2015 became UK legislation and required all large UK
circumstances leading up to the tragedy. Policies and g Machinery guarding and interlock system upgrade in
companies and businesses who supply goods or services During 2021 we received feedback from over 14,000
training will be updated to reflect any learnings. Data & Flooring.
in the UK to publish a slavery and human trafficking customers, from over 100 countries. As customer experience
Hazard Identification Processes include (but are not statement each financial year on their website. Kingspan becomes more important in a digital world our feedback
limited to) Equal opportunities, employee rights and diversity is fully committed to ensuring that modern slavery is not programme gives us a means to hear what our customers
Kingspan is committed to providing equal opportunities from taking place in our business or any of our supply chains. We have to say about their experience with us, keeps our finger
g All near misses are assessed and processes are recruitment and appointment, training and development adopted and published our policy statement at the end on the pulse and provides us with the insights to develop
updated. to appraisal and promotion opportunities for a wide range of 2016 and all our businesses are responsible for ensuring and drive new digital technologies to help make meaningful
of people, free from discrimination or harassment and in supplier compliance with the legislation. change happen.
g Employees are encouraged to make suggestions for
which all decisions are based on work criteria and individual
process improvements.
performance. We see diversity and inclusiveness as an Supply chain engagement
g Safety walks by responsible persons. essential part of our productivity, creativity and innovation. Kingspan has developed an ethical and environmental
g Periodic workplace inspections. Diversity is widely promoted within Kingspan, over one third of strategy for procuring materials and services. We seek to
our most recent graduate programme are female and 27% of build and maintain long term relationships with key suppliers
g Risk assessment on new machines at installation. our senior executive team, reporting to the CEO, are female. and contractors to ensure that they are aligned to the
Our Communities
Across Kingspan we
Kingspan grew out of a family business and those At the core of our Planet Passionate Communities carried out a number of
family values continue to shape how we engage initiative is the ambition to create a positive legacy environmental projects.
with our communities today. Decades on, Kingspan and a better world. By forging a local legacy, here, at
remains deeply rooted in the community of Kingspan, we are determined to use our expertise to Top left: our
Kingscourt, Ireland, where the business was founded. create positive impacts for people and communities colleagues in
Australia cleaning
Being engaged in our local communities is a core internationally, and to advance the sustainability
up the water around
element of the culture of Kingspan. agenda for all.
Sydney Opera House.
Kingspan launched its new Kingspan Planet In the first year of our partnership with GOAL, Kingspan Bottom: our colleagues
Passionate Communities initiative in November and GOAL will join forces to build a new wing at a key in Canada on a
2021. Through it we strive to support people and hospital in Puerto Cortes, Honduras. waterside clean up.
communities around the world while promoting
sustainable practices using responsibly sourced The project will be implemented by GOAL’s Top right: our
solutions. By creating a local impact, we aspire to humanitarian support staff on the ground using colleagues in Russia
build a world that is powered by renewable energy, Kingspan’s sustainable products and systems to build taking part in an
ecological project
net-zero carbon, manages water sustainably, and a new 24-bed ward for general care in the hospital.
in St. Petersburg,
protects the earth’s valuable resources by reducing,
during which 100
reusing and recycling. trees were planted.
66 - 67 Kingspan Group plc Annual Report & Financial Statements 2021 People Passionate
DIRECTOR S’ REP ORT Non-executive directors
Linda Linda Hickey was appointed to the Board in June 2013, and is appointed as the Senior Independent Director
Hickey and the Workforce Engagement Director.
The Board
(Age 60) Relevant skills & experience: Linda was previously the Head of Corporate Broking at Goodbody Capital
The Board is committed to high Ireland Markets where she worked closely with multi-national corporates and the investor community. Prior to that
standards of corporate governance Independent Linda worked at NCB Stockbrokers in Dublin and Merrill Lynch in New York. Her considerable knowledge and
experience of capital markets and corporate governance provide important insights to the Board.
and aims to embed our core Qualifications: B.B.S.
values of honesty, integrity and External appointments: Non-executive director of Cairn Homes plc and Greencore Group Plc.
compliance in everything we do. Michael Michael Cawley was appointed to the Board in May 2014.
Cawley Relevant skills & experience: Michael is a chartered accountant, and was formerly Chief Operating Officer &
(Age 67) Deputy Chief Executive of Ryanair. His extensive international financial and business experience as well as his
Ireland role on other audit committees are an asset to the Board and to the Audit & Compliance Committee.
Independent Qualifications: B. Comm., F.C.A.
External appointments: Chairman of Hostelworld Group plc, and non-executive director of Flutter
Entertainment plc and Ryanair Holdings plc.
Non-Executive Chairman
John John Cronin was appointed to the Board in May 2014.
Jost Jost Massenberg was appointed to the Board in February 2018, and was appointed as Non-Executive Cronin Relevant skills & experience: John is a qualified solicitor, and formerly partner and chairman of McCann
Massenberg Chairman of Kingspan in 2021. FitzGerald. He has more than 30 years’ experience in corporate, banking, structured finance and capital
(Age 62)
(Age 65) Relevant skills & experience: Jost is the former Chief Executive Officer of Benteler Distribution International Ireland markets matters. He is a member of the International Bar Association and is a past President of the British
Germany GmbH, and prior to that he was the Chief Sales Officer and a member of the executive board of ThyssenKrupp Independent Irish Chamber of Commerce. His valuable legal, corporate governance and capital markets experience brings
Independent Steel Europe AG. As Chairman, he brings to bear more than 30 years’ industry experience in European steel a unique perspective to the Board.
and major manufacturing businesses, as well as his broad leadership experience as a chairman and non- Qualifications: B.A. (Mod) Legal Science; Solicitor in Ireland and England & Wales.
executive director of other companies.
External appointments: Non-executive director of the Dublin Theatre Festival Limited.
Qualifications: PhD Business Admin.
Anne Anne Heraty was appointed to the Board in August 2019.
External appointments: Chairman of VTG Aktiengesellschaft, and a non-executive director in a number of Heraty
large private companies. Relevant skills & experience: Anne is the founder and former Chief Executive Officer of Cpl Resources plc. She
(Age 61) has over 20 years’ experience running an international recruitment and outsourcing business and is currently
Chief Executive Officer on the board of IBEC, having previously held a number of other public and private non-executive directorships,
Ireland
Gene M. Gene Murtagh is the Group Chief Executive Officer. He was appointed to the Board in November 1999. Independent and brings this broad business and entrepreneurial experience to the Board.
Murtagh Relevant skills & experience: Gene joined the Group in 1993, and was appointed CEO in 2005. He was Qualifications: B.A. in Mathematics & Economics.
(Age 50) previously the Chief Operating Officer from 2003 to 2005, and prior to that he was managing director of External appointments: Non-executive director of Cpl Resources plc.
Ireland the Group’s Insulated Panels business and of the Water & Energy business. He leads the development of Éimear Éimear Moloney was appointed to the Board in April 2021.
the Group’s strategy and has a deep knowledge of all of the Group’s businesses and the wider construction Moloney
materials industry. Relevant skills & experience: Éimear was previously a senior investment manager in Zurich Life Assurance (Irl)
(Age 51) plc and has excellent knowledge and experience of capital markets and asset management. She is a fellow
Executive directors Ireland of the Institute of Chartered Accountants in Ireland, and a member of the Institute of Directors in Ireland. In
Geoff Geoff Doherty is the Group Chief Financial Officer. He joined the Group and was appointed to the Board in Independent addition to her business and financial expertise, Éimear also brings valued compliance experience from the
Doherty January 2011. pharmaceutical manufacturing environment to the Board and the Audit & Compliance Committee.
Relevant skills & experience: Prior to joining Kingspan, Geoff was the Chief Financial Officer of Greencore Qualifications: B.A. Accounting & Finance; MSc. Investment and Treasury.
(Age 50)
Ireland Group plc and Chief Executive of its property and agribusiness activities. He is a qualified chartered External appointments: Non-executive director of Hostelworld Group plc, Yew Grove REIT plc, and Chanelle
accountant, with extensive experience of capital markets and financial management in an international Pharmaceuticals Group.
manufacturing environment. Paul Paul Murtagh was appointed to the Board in April 2021.
External appointments: Non-executive director of Ryanair Holdings plc. Murtagh Relevant skills & experience: Paul is the chairman and CEO of Tibidabo Scientific Industries Ltd, and was
Russell Russell Shiels is President of Kingspan’s Insulated Panels business in the Americas as well as Kingspan’s global (Age 48) formerly the chairman and CEO of Faxitron Bioptics LLC and chairman of Deerland Probiotics & Enzymes Inc.
Shiels Data & Flooring business. He joined the Board in December 1996. United States Previously he worked in investment banking at Merrill Lynch & Co. in New York and Sydney. He brings to the
Relevant skills & experience: Russell has experience in many of the Group’s key businesses, and was previously of America Board his excellent understanding of the US market and his significant experience in building successful
(Age 60) global businesses.
United States Managing Director of the Group’s Building Components and Raised Access Floors businesses in Europe. He
of America brings to the Board his particular knowledge of the building envelope market in the Americas, as well as his Qualifications: B. Comm International.
understanding of the office and data centre market globally. External appointments: Non-executive director of a number of private companies.
Gilbert Gilbert McCarthy is Managing Director of the Group’s Insulated Panels businesses in the UK, Ireland, Western Company Secretary
McCarthy Europe, Middle East and Australasia. He was appointed to the Board in September 2011.
Lorcan Lorcan Dowd was appointed Head of Legal and Group Company Secretary in July 2005.
(Age 50) Relevant skills & experience: Gilbert joined the Group in 1998, and has held a number of senior management
Dowd Relevant skills & experience: Lorcan qualified as a solicitor in 1992. Before joining Kingspan he was Director
Ireland positions including managing director of the Off-Site division and general manager of the Insulation business.
He brings to the Board his extensive knowledge of the building envelope industry, in particular in Western (Age 53) of Corporate Legal Services in PwC in Belfast, having previously worked as a solicitor in private practice.
Europe and Australasia. Ireland
Board Committees: Audit & Compliance Nominations & Governance Remuneration Board Committees: Audit & Compliance Nominations & Governance Remuneration
68 - 69 Kingspan Group plc Annual Report & Financial Statements 2021 The Board
DIRECTOR S’ REP ORT
Report of the
Nominations &
Governance Committee
Jost Massenberg
One significant change during 2021 was the retirement of the Company’s
founder, Eugene Murtagh, as Chairman and non-executive director of the
Board after 55 years at its helm. I was honoured to succeed him as independent
non-executive Chairman, and I look forward to working with my fellow directors
to shape the Board for the future. Part of this reshaping of the Board included
the appointment of two new non-executive directors, Éimear Moloney and Paul
Murtagh, who bring fresh thinking and challenge to the Board. Further details
of this refreshment process are set out in this Report of the Nominations &
Governance Committee. Also, as part of planning for the future, we are currently
carrying out the external evaluation of the Board, its committees and structures,
and I will report on the key outcomes of this review in next year’s Annual Report.
During the year, we had the pleasure of engaging with major shareholders and
stakeholders on a number of occasions and I would like to thank all of those
who provided their views on governance, remuneration and strategy to the
Board during our various engagements. We look forward to continuing these
conversations both in the run up to and following our Annual General Meeting
this year.
Jost Massenberg
Chairman
70 - 71 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
This statement outlines how Stakeholder views through participation in our graduate Governance, and Remuneration. members of each committee as at respective reports as set out
Kingspan has applied the The Board notes the importance of and management development All committees of the Board have the date hereof, and the date of their in this Annual Report.
principles and complied with the principle underpinning Provision programmes, although site visits written terms of reference setting out first appointment to the committee,
the provisions set out in the UK 5 of the Code, which asks Boards and further face-to-face meetings their authorities and duties - these are set out in the table below. The Attendance at Board and
Corporate Governance Code to have regard for engagement remained restricted. In addition, in terms are available on the Group’s details of each committee’s activities Committee meetings are set
(July 2018) (the ‘Code’) and mechanisms with stakeholders. The 2021 we commenced a programme, website www.kingspan.com. The during the year are detailed in their out in the table below.
the Irish Corporate Governance Board recognises its responsibilities working with external advisers, to
Annex (the ‘Annex’). in this respect and other sections in develop wider employee engagement
this Annual Report set out clearly across the Group which will in time Audit & Compliance Committee
Both the Code and the Annex can be the long-lasting partnerships we develop a deeper dialogue on a broad
obtained from the following websites have developed with customers, range of issues including culture, Michael Cawley (Chair) Appointed 2014 Independent
respectively: www.frc.org.uk and suppliers and communities. We are vision, health & well-being, and Anne Heraty Appointed 2019 Independent
www.euronext.com also aware of the importance of training & development. This process
engagement with the workforce to of engagement will allow the Board to Éimear Moloney Appointed 2021 Independent
the development of strategy as well as consistently assess and monitor the Nominations & Governance Committee
Statement of compliance uncovering of risk and promoting new evolution of the Company’s corporate
The directors confirm that the opportunities. Linda Hickey has been culture, while promoting the ability of Jost Massenberg (Chair) Appointed 2019 Independent
Company has throughout the appointed as the director responsible the workforce to raise concerns. John Cronin Appointed 2014 Independent
accounting period ended 31 December for workforce engagement to
2021 complied with the provisions of facilitate the channelling of employee Board committees Linda Hickey Appointed 2021 Independent
the UK Corporate Governance Code views to Board discussions. During the The Board has established three Remuneration Committee
(July 2018) and the Irish Corporate year, she had the opportunity to hear standing committees: Audit &
Governance Annex, as set out below. employee views on a range of topics Compliance, Nominations & Linda Hickey (Chair) Appointed 2015 Independent
Michael Cawley Appointed 2014 Independent
Anne Heraty Appointed 2021 Independent
72 - 73 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
Board composition and remuneration, succession etc. The understanding of the Board and the shall be not less than three members The main features of the g The review and analysis of
responsibilities Company has procedures whereby Kingspan Group, providing continuity present in person or by proxy and Group’s internal control and risk results by the Chief Financial
There is a clear division of directors (including non-executive and stability of Board leadership for entitled to vote. All ordinary shares management systems that relate Officer and the auditors
responsibilities within the Group directors) receive formal induction the period ahead. rank pari passu and carry equal specifically to the Group’s financial with the management of
between the Board and executive and familiarisation with Kingspan’s voting rights. Every member present reporting processes are: each division;
management, with the Board business operations and systems Also, at the conclusion of last year’s in person or by proxy shall upon a
g Consideration by the Audit &
retaining control of strategic and on appointment, including trips to Annual General Meeting, Bruce show of hands have one vote and g Budgets and strategic plans
Compliance Committee of the
other major decisions. The Chairman manufacturing sites with in-depth McLennan retired as a non-executive every member present in person or are approved annually by the
outcomes from the annual risk
leads the Board and is responsible for explanations of the processes involved director of the Board and the Board by proxy shall upon a poll have one Board and compared to actual
assessment of the business;
its overall effectiveness in directing at the site. thanked him for his contribution to vote for each share of which they are performance and forecasts on a
the Company. One of the key roles for the Group over the previous six years. the holder. In the case of an equality monthly basis; g The review of internal and
the Chairman in doing so is promoting Board changes of votes, the Chairman shall, both external audit management
g Sufficiently sized finance
a culture of objectivity, openness and During the past year, we continued Shareholders’ meetings and rights on a show of hands and at a poll, letters by the Chief Financial
teams with appropriate level of
debate. In addition, the Chairman to deliver on the objective of The Company operates under the have a casting vote. Further details Officer, Head of Internal Audit
experience and qualifications
facilitates constructive Board relations continuous refreshment and renewal Irish Companies Act 2014 (the of shareholders rights with respect to & Compliance and the Audit &
throughout the Group;
and the effective contribution of all at Board level, which we believe ‘Act’). This Act provides for two the General Meetings are set out in Compliance Committee; and
non-executive directors, and ensures brings fresh thinking and constructive types of shareholder meetings: the Shareholder Information section g Formal Group Accounting Manual the follow up of any critical
that directors receive accurate, timely challenge to the Board. the Annual General Meeting of this Annual Report. in place which clearly sets out management letter points
and clear information. (‘AGM’) with all other meetings the Group financial policies in to ensure issues highlighted
In 2021, the Company was pleased being called Extraordinary General Internal control and risk addition to the formal controls; are addressed.
The balance of skills, background to announce two new appointments Meetings (‘EGM’). management systems
g Formal IT and treasury policies
and diversity of the Board contributes to the Board: Éimear Moloney The Board confirms that there is In addition, the remit of the
and controls in place;
to the effective leadership of the joined as an independent non- The Company must hold an AGM an ongoing process for identifying, Audit & Compliance Committee
business and the development of executive director and Paul Murtagh each year in addition to any other evaluating and managing any g Centralised tax and treasury was extended in 2020 to include
strategy. The Board’s composition as a non-executive director. These shareholder meeting in that year. significant risks faced by the Group. functions; reviewing the effectiveness of the
is central to ensuring all directors appointments broaden the skillset The AGM is an important forum This process has been in place for controls and processes relating to
g Sales are submitted and reviewed
contribute to discussions. As and diversity of the Board while for shareholders to meet with and the year under review and up to the product compliance by:
on a weekly basis whilst full
outlined below, the Board continues reflecting our increasingly global hear from Company directors. The date of approval of the financial
reporting packs are submitted
to review its composition to ensure footprint as a business. A breakdown ordinary business of an AGM is to statements, and it is regularly g Reviewing reports from the
and reviewed on a monthly
appropriate refreshment and renewal of the background and skillset of receive and consider the Company’s reviewed by the Board in compliance Group Head of Compliance
basis; and
which is essential to bringing fresh all of the non-executive directors, Annual Report and statutory with ‘Guidance on Risk Management, relating to product compliance,
thinking to Board discussions and a central tenet of promoting Board financial statements, to review Internal Control and Related Financial g Internal audit function review certification and accreditation,
constructive challenge to the Board’s effectiveness, is provided in the table the affairs of the Group, to elect and Business Reporting’ issued by the financial controls and report including implementation
decision making. later in the report. directors, to declare dividends, to Financial Reporting Council. results/findings on a quarterly status of the Group’s ISO 37301
appoint or reappoint auditors and basis to the Audit & Compliance Compliance Management
As a means of fostering challenge Following the conclusion of last year’s to fix the remuneration of auditors The Board has delegated responsibility Committee. Systems targets;
and director engagement, the Annual General Meeting, Eugene and directors. At the 2021 AGM, to the Audit & Compliance
g Auditing compliance with the
non-executive directors, led by the Murtagh, Kingspan’s founder and shareholders were provided with the Committee to monitor and review the The main features of the
Group Marketing Integrity
senior independent director, meet Chairman, retired after leading facility to fully participate on-line Group’s risk management and internal Group’s internal control and
Manual incorporating the CCPI
without the Chairman present the Group for more than 55 years. using the latest technology platforms. control processes, including the risk management systems that
best practice principles;
at least annually. Likewise, the The Board as a whole expressed The Board is committed to using financial, operational and compliance relate specifically to the Group’s
Chairman holds meetings with the its deep gratitude to Mr Murtagh technology solutions which offer controls. This is done through detailed consolidation process are: g Monitoring the culture of
non-executive directors without for his vision and leadership over shareholders the opportunity to discussions with management and compliance across the Group.
the executives present. In each of those years, and awarded him the attend and vote on-line, as well as in the executive directors, the review g The review of reporting packages
these settings, there is a collegiate honorary title of President Emeritus. person, which in line with developing and approval of the internal audit for each entity as part of the year Further information on the risks
atmosphere that also lends itself Following a comprehensive and trends elsewhere, would facilitate reports, which focus on the areas of end audit process; faced by the Group and how they
to a level of scrutiny, discussion considered process, the Nominations a wider global participation by our greatest risk to the Group, and the are managed are set out in the Risk
g The reconciliation of reporting
and challenge. & Governance Committee shareholders at our AGM, whilst still external audit reports, as part of both & Risk Management section of this
packages to monthly
recommended the Board appoint Jost providing them with equivalent rights the year end audit and the half year Annual Report.
management packs as part of
All directors have access to the Massenberg as independent non- to vote and ask questions. process, all of which are designed
the audit process and as part of
advice and services of the Company executive Chairman, to succeed Mr to highlight the key areas of control Leadership and Board renewal
management review;
Secretary. Where necessary or Murtagh. Mr Massenberg has more The Chairman of the Board of weakness in the Group. Further details The Nominations & Governance
requested, directors can also avail than 30 years’ industry experience Directors shall preside as chairman of the work conducted by the Audit & g The validation of consolidation Committee (the ‘committee’),
of independent third-party advice in European steel and international of every general meeting and in his Compliance Committee in this regard journals as part of the leads the process for appointments
on Company issues or relevant manufacturing businesses, and absence, one of the directors present is detailed in the Report of the Audit & management review process and while ensuring plans are in place for
Board matters – including, but since his appointment to the Board will act in the capacity of chairman. Compliance Committee contained in as an integral component of the orderly succession to both the Board
not limited to matters such as in 2018, he has gained a valuable The quorum for a general meeting this Annual Report. year end audit process; and senior management positions.
74 - 75 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
In April this year, Éimear Moloney It is to be noted that half of the an international (non UK/Irish) g The on-going renewal and executive directors. Linda Hickey is In addition to these considerations,
and Paul Murtagh were appointed to current independent non-executive background, as Kingspan is attracting refreshment of the Board, and the senior independent director on at the time of Mr Cronin’s
the Board on the recommendation directors will come to the end of their more and more diversity into senior its potential reshaping over the Board. The senior independent appointment, we engaged with ISS
of the committee. In considering nine-year terms in the next 15 months, leadership roles. future years; director provides a sounding board to discuss the steps we had taken to
candidates for appointment as and ordinarily would then retire in for the Chairman and serves as an avoid any potential for a conflict of
g The role of the committees,
non-executive directors, the accordance with the Company’s usual The non-executive directors on the intermediary for the other directors interests. Both parties were satisfied
including in particular the
committee remains guided by the practice. The other half have been on Board currently have the mix of and shareholders when necessary. at the time that the relationship
expanded role of the Audit
principle that all appointments will the Board for three years or less. Given skills and experience as set out in The directors consider that there is was not likely to impact Mr Cronin’s
& Compliance Committee;
be made based on merit and skills, the transition to the newly appointed the table below. strong independent representation independence as a director, and the
but having regard, where possible to independent Chairman during the g The transition to the new on the Board. Company agreed to disclose annually
diversity of gender, age, nationality year, and the potential for renewing Performance evaluation independent Chairman; the fees paid to McCann FitzGerald
and ethnicity. The committee and reshaping the Board in the coming Kingspan has in place formal The Board has had due regard as a related party transaction.
g Board culture.
considered whether or not to engage years, the committee agreed to extend procedures for the evaluation of its to various matters which might
a firm of consultants to assist in the term of Linda Hickey, the Senior Board, committees and individual Details of the outcome of the affect, or appear to affect, the In these circumstances the Board
the process of recruiting new non- Independent Director, for a further directors. The purpose of this formal evaluation will be provided in next independence of certain of the continues to be satisfied that Mr
executive directors, and agreed that period of up to three years (subject evaluation is to ensure that the year’s Annual Report. directors. The Board considers that Cronin remains fully independent,
in order to ensure best fit with the to annual re-election at the AGM). Board of Directors (on a collective each of the non-executive directors and that there was no material
Company, it would use the knowledge It is considered that this will provide and individual basis) is performing Conflicts of interests on the Board, (excluding Paul relationship, financial or otherwise,
and contacts of the committee to continuity and stability to the Board effectively and to ensure stakeholder Acknowledging the importance Murtagh), are independent. which might either directly or
identify suitable candidates. at this important time, and that Ms confidence in the Board. The Chairman of independent representation to indirectly influence his judgement.
Hickey’s insight and experience will reviews annually the performance of the effective functioning of the In determining the independence
The committee maintains a pool benefit the Board during this period. the Board of Directors, the conduct Board, as well as the scrutiny and, of John Cronin, the committee In assessing the independence of
of potential candidates, and of Board meetings and committee when necessary, the challenging of noted that he was previously a Linda Hickey, the Board had due
after considering Ms Moloney’s Aligning succession planning meetings, and the general corporate management, as part of the evolution partner of McCann FitzGerald, one regard to her length of service on
skillset, including her financial and to Kingspan’s wider strategy is governance of the Group. of our governance framework, the of the Company’s legal advisors, the Board, and to her previous
capital markets experience, as well a cornerstone of strong Board committee has previously adopted a and took into account the following position as a senior executive at
as her strong experience in the governance, and has been, and An external evaluation of the Board’s conflicts of interest policy which guides material factors: Goodbody Stockbrokers, (one of
manufacturing controls environment, will continue to be, a focus of performance was commenced in all decisions of the Board when actual the Company’s corporate brokers),
g He had no role in the selection
she was considered most suitable. the committee. A fundamental early 2022. This review, which was or potential conflicts of interest arise. from which she retired in April 2019.
or retention of legal advisors to
Members of the committee met with aspect of overseeing appointments due to be carried out last year, was The Board noted that corporate
the Company;
Ms Moloney before recommending to senior management remains postponed for 12 months to allow for The policy stipulates that directors broking fees and expenses paid to
her appointment to the Board. In the development of a diverse the transition to the new independent are required to avoid situations where g All work undertaken by McCann Goodbody Stockbrokers during her
considering the appointment of Mr pipeline. Among Kingspan’s senior Chairman and also for the expanded they have, or could have, a direct FitzGerald for the Company was tenure there were typically in the
Murtagh, the committee had regard management team, 27% of employees role of the Audit & Compliance or indirect interest that conflicts, or managed by other employees region of €60,000 per annum. In
to his deep understanding of the US reporting directly to the CEO are Committee to become established, may conflict, with the Company’s within the firm, and there were assessing Ms Hickey’s independence,
market and his proven entrepreneurial female, and significantly this year before being formally reviewed. The interests. Directors are required to formal arrangements in place, the committee formed the view that
track record. The committee keeps the 28% and 33% of attendees on review is being undertaken by Better give notice of any potential situational both at McCann FitzGerald and she has always expressed a strongly
on-going refreshment and renewal Kingspan’s senior management and Boards, who also undertook the last and/or transactional conflicts, which Kingspan, to ensure there were independent voice at the Board and
of the Board, which is essential to graduate development programmes external review in 2018. It will follow are considered at the following no conflicts of interests; its committee meetings, including
bring fresh thinking and constructive respectively were female, and 68% on from the key themes examined as Board meeting and, if appropriate, the Remuneration Committee of
g Since his appointment to the
challenge to the Board’s decision and 38% of the participants in the part of the previous process, as well situational conflicts are authorised. which she is chair, and that she has
Board, Mr. Cronin has not had
making, under constant review. respective programmes were from as also considering: Directors are not allowed to always exercised her judgement
any involvement in advising the
participate in such considerations or as a non-executive director,
Company on any legal matters;
to vote regarding their own conflicts. and as the Senior Independent
Name Domicile International Financial Governance Leadership Industry Risk Legal g He is an experienced and Director, independent of any other
Effectiveness and independence accomplished corporate lawyer relationships within the Board. The
Jost Massenberg German • • • • •
The committee has reviewed the who adds important legal and Board also took into account her
Linda Hickey Irish • • • • size and performance of the Board regulatory experience to the Board. unrivalled experience in capital
during the year and this process markets and governance, which is
Michael Cawley Irish • • • • • • occurs annually. The Board continues Mr. Cronin retired from McCann hugely valuable to the Company and
John Cronin Irish • • • • • • to ensure that each of the non- FitzGerald on 1 March 2021. The total our shareholders, and concluded that
executive directors, remain impartial fees paid to McCann FitzGerald her independence was not affected.
Anne Heraty Irish • • • • • and independent in order to meet the during the year were €160,373
Éimear Moloney Irish • • • • • • challenges of the role. Throughout (2020: €145,541) and account for External commitments
the year, more than half of the Board substantially less than 1% of McCann Directors may serve on other
Paul Murtagh USA • • • • • (55%), comprised independent non- FitzGerald’s annual revenues. boards provided they continue
76 - 77 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
to demonstrate the requisite Recommendation Response
commitment to discharge their duties
Develop a renewed compliance g Clear corporate mission statement and statement of purpose established – as
effectively. The committee reviews the
and leadership strategy. published on www.kingspan.com and as the foreword to the Group Code of
extent of the directors’ other interests Conduct introduced in October 2020.
on an ongoing basis throughout
the year. The committee is satisfied g Clear accountability for risk management in respect of testing, accreditation and
that each of the directors commits marketing material (the “Three Functions”) established through the creation of:
sufficient time to their duties in relation - The Group Head of Compliance (“GHC”);
to the Company. The Chairman - Product Compliance Officers (“PCO”) in each business;
and each of the directors have also - Group Compliance Manual; and
confirmed they have sufficient time to - Group Marketing Integrity Manual.
fulfil their obligations to the Company.
Appoint a third party expert g External consultants appointed by UK Insulation business to audit and advise
to audit and advise on best on best practice regarding the Three Functions and assist with design and
In assessing the time commitments
practice on product fire testing, implementation of world class change management system.
of Board members, the committee
accreditation and marketing
had particular regard for the external g Accreditation for the ISO 37301 Compliance Management Systems has been
material.
commitments of Michael Cawley, achieved by the Group function and by nine manufacturing locations across four
who is also a non-executive director of the five divisions. Work to secure ISO 37301 accreditation for all manufacturing
of Ryanair Holdings plc, and Flutter locations is underway.
Entertainment plc, as well as chairman Take steps to implement g The Group Compliance Manual documents the best practice procedures and
of Hostelworld Group plc. Mr Cawley consistent, well-documented and controls to be followed to secure ISO 37301 accreditation.
informed the committee that he will effective controls in respect of
g Implementation of a group-wide Product Information Management
be retiring from the Board of Flutter product testing. Develop failsafe
(PIM) infrastructure to ensure control and accuracy of all product information
Entertainment plc in April 2022. The systems for the Three Functions
is underway.
committee reviewed Mr Cawley’s to implement the best practice
attendance and contribution as a procedures, as may be advised by
non-executive director, as well as his the External Expert.
other mandates. It noted that Mr Implement controls in respect g The Group Marketing Integrity Manual introduces mandatory rules to ensure the
Cawley was a strong contributor to the of the Three Functions, ensure accuracy and transparency of marketing materials across the Group.
Board and its committees, and that there is communication training
his attendance at and preparation for g Awareness in risk accountability concerning compliance with the Three Functions
to promote transparency around
meetings during the year abundantly underpinned by the principles in the Group Code of Conduct, by the appointment
product capabilities in the sale
demonstrated his commitment to of the GHC, the PCOs and by the implementation of ISO standards and on-going
process and also in respect of
training across the Three Functions.
discharge his duties (including in engagement with third party
particular his role as chair of the accreditation. Increase awareness
newly expanded Audit & Compliance in risk accountability across the
Committee). The committee is organisation.
satisfied that he will continue to devote Review and enhance the system g Customer observations and data concerning a complaint or non-conformance
sufficient time to the Board and its and process for retaining are reviewed in accordance with the process recommended in ISO 37301, and any
sub-committees. customer observations and data. necessary corrective action is taken to prevent reoccurrence.
In October 2021 Geoff Doherty was g Net Promoter Score surveys undertaken annually, and the customer trends and
appointed to the board of Ryanair feedback are shared with each business unit.
Holdings plc. The committee was The Eversheds Sutherland Review School Upgrade
Establish a sub-committee of g The role of the Audit Committee has been expanded into an Audit & Compliance
satisfied that this appointment would Last year Kingspan announced a Toronto, Canada the Kingspan Group Plc Board to Committee, with responsibility to monitor compliance in the Three Functions.
not impinge on Mr Doherty’s duties review, conducted by Eversheds Insulated Panels include non-executive directors,
g The GHC and the Head of Internal Audit & Compliance report regularly to the
as an executive director of Kingspan, Sutherland, of compliance and KS Micro-Rib & MF to monitor compliance and the
Audit & Compliance Committee – with the role of the Group Internal Audit
and considered that the appointment governance in the UK Insulation Panels Three Functions.
function being expanded to incorporate product compliance.
would give Mr Doherty a fresh business. Kingspan committed
perspective of a global industry leader to implementing in full the The Company should undertake a g The composition, conduct and reporting of the board of directors of subsidiaries
in a different sector with a similar recommendations. review of the composition of the is governed by the updated Group Accounting Manual.
entrepreneurial high growth culture boards of directors of subsidiaries
g The composition of the board of directors of the subsidiaries will be reviewed
and the conduct and reporting of
and a particular focus on compliance We are pleased to set out on the annually.
meetings.
and safety. following page a summary of the
actions which the Board has taken in Prepare a bespoke directors’ g A director’s duties manual has been issued together with training on the same
The committee will continue to response to those recommendations. duties manual for directors’ of being rolled out in Q1 2022.
keep under review the external Full details are published on our Kingspan subsidiaries.
g Training on the manual will form part of every new statutory director’s induction
commitments of all directors. microsite: inquiry.kingspan.com on appointment.
78 - 79 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Nominations & Governance Committee
DIRECTOR S’ REP ORT
Report of the
Insulated Panels
KingZip Linea
Remuneration
Committee
Linda Hickey
80 - 81 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
In terms of long-term incentives, the underlying health of an appropriate market ceiling for the Kingspan executive As such, it has opted to increase potential future Corporate Governance
the Group has been reflected in the achievement of top directors over the coming four years, particularly noting grants under one element of pay – the LTIP – which it As an Irish listed company, Kingspan reports against
quartile TSR performance among the peer group for the the exceptional growth of the business over the period considers the most appropriate means of continuing the provisions of the UK Corporate Governance Code
eleventh cycle in a row, together with the achievement of since the last policy review. However, there is no current to recognise the contribution of executives while (July 2018) and the Irish Corporate Governance Annex.
stretching EPS targets over the three-year vesting period, intention to grant awards at the maximum level. For 2022, aligning any changes in pay to shareholder interests. Under the Code, the Remuneration Committee is
resulting in full vesting. subject to shareholder approval of the new remuneration responsible for determining the policy for executive
policy, the committee intends to grant awards at up to Looking ahead director remuneration and setting remuneration for
Review of the remuneration policy 225% of salary to the CEO with corresponding increases to We are confident that the proposed remuneration the chair, executive directors and senior management.
During the second half of 2021, the committee reviewed the other executive directors. policy will build on the success of the policy approved In addition, we review broader workforce remuneration
the existing remuneration policy to ensure it remained in 2019 and continue to serve Kingspan and its and the alignment of incentives and rewards with
fit for purpose, whilst reflecting the change in scale Non-executive directors’ remuneration policy: Finally, shareholders over the coming four years. We have culture, taking these into account when setting
of our business. Since our current remuneration policy we are proposing two small changes to non-executive continued to integrate our ambitious sustainability the policy for executive director remuneration. The
was approved there has been substantial growth in the directors’ remuneration. We propose firstly to update agenda and our customer NPS performance into committee has done so and is confident the pay
business in terms of market cap (up 182%), financial the policy to enable a fee to be paid to the Senior our pay arrangements. We remain committed to principles and philosophy set out previously are aligned
performance (trading profit €755m, up 70%), average Independent Director (“SID”) reflecting the increasing ensuring that our remuneration framework drives with the Company’s approach to pay in general, and
headcount (17,880 employees, up 33%) and operations time commitment for this role specifically where the SID superior performance and reflects the evolving the culture and values of the organisation.
(198 sites, up 53%). holds another committee chair role (currently only one needs of stakeholders. At our 2022 AGM, we hope
fee can be paid if a non-executive director holds both that shareholders agree and support both of our In addition, the Shareholder Rights Directive II (SRD
While the committee does not seek to respond to short- SID and another committee chair role). Secondly, we are remuneration proposals. II) was transposed into Irish Law in 2020. Under
term market-based fluctuations, the structural changes at proposing a modest increase in the SID and committee the SRD II, Kingspan is required to put an advisory
Kingspan over the past decade have been significant, as a chair fees, as set out later in this report. Linda Hickey remuneration policy to shareholders at least once
result of which the Company’s size is now commensurate Chair of the Remuneration Committee every four years. A remuneration policy is being
with the top half of the FTSE 100. The committee believes Shareholder consultation: Following the finalisation of our proposed at the 2022 AGM, having previously been
that it is important to ensure arrangements continue to proposals, I wrote to shareholders representing 70% of the proposed voluntarily in 2019.
evolve with the scale and strategy of the Company, a part register. The committee was very pleased to virtually meet
of which is ensuring different elements of remuneration with 6 of our top shareholders and receive feedback from 2021/2022 Remuneration at a Glance
for an exceptionally strong management team remain several others (representing in total 47% of the register), This section provides a snapshot of remuneration
competitive against similarly sized companies. which provided a rounded picture of shareholder views on received by executive directors during 2021 and the
the proposals outlined above. FIXED PAY VS VARIABLE PAY remuneration proposals for the year ahead.
The committee has determined that any adjustments
should be gradual and focused on long-term shareholder While feedback varied in terms of the specifics, there was Salary
alignment, rather than taking a short-term approach and general support from shareholders for the changes, in 21% 79% With the exception of Russell Shiels, there were no
making significant adjustments to base remuneration on particular to reflect the growth of the business, to continue Fixed Variable increases to executive directors’ base salaries in 2021
the back of sizeable growth. Consequently, the following to drive superior performance and to protect against from the prior year. As outlined in last year’s Annual
changes are being proposed: any potential retention issues. One area discussed with Report, the committee carried out a review of Mr
shareholders was the committee’s initial proposal to extend Shiels’ role and responsibilities, and noted that this
Post-employment shareholding policy: While the current the recruitment policy to give flexibility to award Restricted had increased significantly in recent years as a result
executives have strong alignment with shareholders Share Units (“RSUs”) in exceptional circumstances when of recent organic and inorganic expansion particularly
through their existing holdings, in order to further augment recruiting. While there was an acceptance that there are in LATAM. The committee awarded Mr Shiels a 3%
that alignment with shareholders, it is proposed that the significant differences in pay structures in a number of salary increase in 2021, and agreed to grant a further
current post-cessation shareholding guidelines, which regions where we operate, there was also a consistent view 4% increase over US inflation (6%) in 2022 to reflect
require newly appointed executive directors to retain the that awards should be performance-based. As a result of his increased responsibilities. The committee is
lower of shares or equity interests held on cessation and this shareholder feedback, we have removed the mooted VARIABLE PAY satisfied that these changes properly align Mr Shiels’
200% of salary, for two years post-employment, will be proposal relating to RSUs. package with his increased responsibilities and no
extended to the incumbent executive directors. further adjustments will be required.
Short term vs Long term
As a committee, we are fully aware of the sensitivities
LTIP award levels: As part of the policy review, the around any increase in remuneration potential. In crafting Annual bonus
committee considered how to continue to appropriately the current proposals, which the committee believes 31% 69% As provided by the approved remuneration policy, the
incentivise the executive directors, acknowledging their affords the business sufficient headroom to ensure the Short Long maximum annual bonus potential for the executive
increased roles, and driving continued focus on long-term retention of some of the highest performing executives Term Term directors is 150% of basic salary, which remains
sustainable growth and shareholder alignment. As a result, globally, benchmarking data was referenced, which looked unchanged. The CEO and CFO’s annual bonus is
the committee proposes that the maximum potential LTIP primarily at similarly sized UK and Irish companies (in based on the achievement of Group EPS performance
award levels should be increased to 300% of salary (up terms of market cap and revenue). While that exercise targets. For Divisional MDs, bonuses are based
from 200%) under the current policy. Recognising that identified that the executive directors’ remuneration is on a combination of stretching profit targets for
the policy may run for four years, the amendment will well below median under each of the fixed, short and their respective divisions, plus an element of Group
provide some additional headroom to adjust remuneration long-term elements of pay, the committee has decided EPS targets. In addition, in 2021 we introduced an
if the scale and complexity of the business continues to to focus any changes on long-term remuneration, as additional non-financial metric, the Net Promoter
grow. The committee considers 300% of base salary as opposed to addressing the shortfall on each. Score (NPS), for the first time.
82 - 83 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Remuneration Policy Review In addition, the committee also considered the key parameters set out by the
Weighting Targets Performance Payout (% of max.)
Under the Shareholders' Rights UK Code, which we believe our principles are broadly aligned to:
EPS (93%) 90% - 110% of prior year 148% 100% Directive, which was transposed into
CEO/CFO Irish Law in March 2020, Kingspan is
NPS (7%) NPS in excess of 44 45 100% Matters Explanation
obliged to submit its remuneration
policy to shareholders for a non- Clarity The policy is clear, uncomplicated and well understood by
Divisional profit targets (40%) 90% - 110% of prior year 119% - 142% 100%
binding advisory vote at least every the executive directors. It is based on measures aligned
Divisional MDs EPS (53%) 90% - 110% of prior year 148% 100% four years. In light of the proposed to strategy.
changes to the policy approved in
NPS (7%) NPS in excess of 44 45 100% Simplicity Aligned with our existing principle of simplicity, with clear
2019, a new policy will be brought to
and focused incentive plans that do not incorporate
shareholders at the 2022 AGM.
excessive measures.
The 2021 targets and final outturns of Performance Share Plan Prior to confirming the pay-outs, As an Irish company, the UK Risk The policy is designed to discourage inappropriate risk
the annual performance bonuses are The Performance Share Plan (‘PSP’) the committee undertook an Companies (Miscellaneous taking and to ensure that it is not rewarded. This is
detailed in full above. awards vesting in February 2022, evaluation of whether vesting levels Reporting) Regulations 2018 are not achieved by balance between short-term and long-term
relate to awards granted in 2019. reflected Group performance, directly applicable, but Kingspan incentive plans and the introduction of non-financial
Based on the measures above, all These awards were subject to EPS individual contribution and any wider follows these requirements as a metrics, with recovery provisions and the ability of the
targets were significantly exceeded, growth and relative TSR performance circumstances over the three-year matter of best practice unless they committee to utilise discretion to adjust formulaic
and each of the directors achieved targets measured over the three year period to December 2021. conflict with Irish or other legal outcomes.
100% of maximum pay-out, which is period from 2019 to 2021. Target and requirements, or there are other
the equivalent of 150% of salary for actual outturns are set out in the reasons where it is considered not Predictability Incentive plans are subject to established limits, with
each executive. table below. practicable to do so. objective targets and straight line vesting dictating
pay-outs.
The following section sets out the Proportionality Aligned with our principle of pay-for-performance, so
Measure Weighting Targets Performance Payout (% of max.) remuneration policy to be proposed that any pay is fully proportional to performance and
at the 2022 AGM, as well as the stakeholder experience.
EPS 50% 6%-12% CAGR 18.4% CAGR 100%
key changes where relevant. The
design of the policy is guided by the Alignment Our high performance culture is designed to drive
TSR 50% Median to Upper quartile 93rd percentile 100%
following overarching principles: to culture superior returns for shareholders, whilst the introduction
of sustainability measures embeds our Planet Passionate
Remuneration for the year ahead g Pay for performance ensuring goals throughout the business.
that variable remuneration is
Element of Committee Decisions Rationale only paid for strong performance
Remuneration and maximum payouts will only Total Pay
Year 1 Year 2 Year 3 Year 4 Year 5
be realised for truly exceptional over 5 Years
Salary The executive directors will receive basic With the exception of Mr Shiels, these increases performance.
increases increases of 4.5% which is in line with the reflect the wider inflationary increases that the
general workforce increases of c. 3% to 6%, business is experiencing in almost all markets. Salary
g Simplicity so that executives and
depending on markets. As previously flagged in shareholders can understand our Fixed Pay
last year’s annual report, Mr Shiels will receive pay arrangements without overly
an additional incremental adjustment to reflect Benefits,
complex rules. Pension
his increased responsibilities in the Americas
giving him a total increase of 10%. g Transparency so that it is
objectively transparent with Excess bonus in shares
2022 bonus The committee has determined that there The bonus scheme has proven effective at driving high levels of disclosure in the Annual Bonus
Up to Two year deferral
will be no material changes to the bonus a relentless focus on profitability, while extending Annual Report. 100% of period
(Malus and clawback
framework for 2022. The measures will remain the measures to include a customer lens – a core salary in No further
provisions apply)
unchanged and maximum bonuses will be part of sustainable value creation and a great g Alignment with shareholders by cash performance
capped at 150% of salary. success in 2021. delivering a significant proportion conditions
of remuneration through equity,
2022 LTIP Subject to shareholder approval of the As the business continues to grow at an exceptional and by setting executive share Two-year post-vesting
proposed changes to the policy at the AGM in rate, it is important to make efforts to drive superior ownership guidelines. LTIP holding period
2022, awards will be made at 225% of base returns and remain competitive. Overall maximum (Malus and clawback Three-year performance period No further
provisions apply) performance
salary for the CEO and 200% of base salary for performance incentive opportunity of 375% of salary
conditions
the other executive directors. remains below arrangements at similarly sized UK
and Irish businesses.
Shareholding
Requirement
Executive directors’ minimum shareholding requirement
(Not a monetary
requirement)
84 - 85 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Since our remuneration policy was first b. The introduction of post-cessation e. The introduction of non-financial Element of pay Current Policy Proposed Policy Rationale
approved in 2019, we have continued to shareholding guidelines for all new measures into both the annual
engage extensively with shareholders and executive directors; bonus and long-term incentive Long-term Executive directors are entitled to participate in Kingspan’s Proposed Delivers long-
to review best practice. This feedback plans. incentive plan Performance Share Plan (PSP). Under the terms of the PSP, change to term sustainable
c. Pension contributions for new performance shares are awarded to the executive directors and maximum growth,
has played a key role in the design of our
executive directors in line the senior management team. The performance shares will vest potential incorporating
remuneration framework, including the We will be formally including
with the workforce rate in the after three years only if the Group’s underlying performance has award level Planet
following changes previously made and the above changes into the
relevant market; improved during the 3-year performance period, and if certain to 300%, with Passionate goals.
detailed in our Annual Reports in 2019 new policy. We set out below a
and 2020: d. A reduction in pension detailed summary of the changes financial and non-financial performance criteria are achieved 225% grant
Maximum award
contributions for incumbent to current policy which will be over the performance period. to CEO in
to be increased
a. The inclusion of a two-year post executive directors to 10% of base proposed for shareholder approval current year.
The awards are subject to a two-year post vesting to 300% of base
vesting holding period under the LTIP; salary by the end of 2024; at the 2022 AGM. holding period. salary to provide
scope for further
adjustment if
required.
(Threshold
Element of pay Current Policy Proposed Policy Rationale vesting 25% of
maximum).
Base salary Base salaries are reviewed annually by the Remuneration No change to No prescribed
Committee in the last quarter of each year. Increases will current policy maximum. Clawback Covers material misstatement of financial results, material No change Alignment with
generally be in line with increases across the Group, but and malus breach of executive’s employment contract, error in calculation, to current best practice
may be higher or lower in certain circumstances to reflect failure of risk management, corporate failure, wilful misconduct, policy and the Code.
performance, changes in remit, roles and responsibilities, recklessness and or fraud resulting in serious damage to the
or to allow newly appointed executives to move progressively financial condition or business reputation of the company.
towards market norms.
The period within which clawback can be operated is 2 years
Benefits In addition to their base salaries, executive directors’ benefits No change to No prescribed from payment of annual bonus and/or vesting of LTIP awards.
include, but are not limited to, life and health insurance and current policy maximum.
the use by the executive directors of company cars (or a Shareholding 200% of salary to be achieved through the retention of at No change Alignment with
taxable car allowance) and relocation or similar allowances guideline least 50% of all vested variable pay awards. Achievement of to current best practice
on recruitment, each in line with typical market practice. guideline is measured through beneficially owned shares only. policy and the Code.
For new appointees, the committee may consider it appropriate
Pensions Kingspan operates a defined contribution pension scheme for No change to 10% from end
to require a percentage of the annual bonus paid to be deferred
executive directors. Pension contributions are calculated on current policy of 2024.
into shares, in order to achieve this guideline.
base salary only.
Incumbent executive directors’ pensions will be reduced Post All executive directors (both incumbent and newly appointed) Proposed Alignment with
to 10% of salary by the end of 2024. Newly appointed cessation of will be subject to a post-employment shareholding requirement change to best practice
executive directors will be capped at the rate applicable employment of the lower of (i) shares or equity interests held on cessation, current policy and the Code.
in the relevant market. and general and (ii) 200% of salary, for 2 years post-employment.
shareholding
Alternatively, Kingspan may pay a cash amount subject Achievement is measured through beneficially owned shares,
requirements
to all applicable employee and employer payroll taxes and and the retention of vested deferred share and LTIP awards.
social security.
Recruitment In exceptional circumstances, such as to facilitate recruitment, No change To allow
Annual Executive directors receive an annual performance related No change to Drives focus on the committee may exercise its discretion and grant LTIPs up to to current flexibility on
performance bonus based on the attainment of financial and non-financial current policy profitability, a maximum of 400% of salary. policy appointment of
bonus targets set prior to the start of each year. while also a new executive
including a director.
Bonuses are paid on a sliding scale if the targets are met.
customer lens.
Maximum bonus is only achieved if ambitious incremental Non- The Chairman receives a single fee for all of his or her Proposed To reflect the
growth targets are achieved. 150% of base executive responsibilities. change to increased
salary. director fees current policy responsibilities of
No more than 100% of salary can be delivered in cash through Other non-executive directors receive a basic board membership
these roles.
the bonus plan. Any performance related bonus achieved in (Threshold fee. The chairs of board committees and the Senior Independent
excess of the cash amount is satisfied by the grant of share payment 0% Director receive an additional fee for this role.
awards, which are deferred for two years. of salary).
Where a non-executive director holds more than one role a
The committee has discretion to adjust formulaic bonus separate fee is payable for each role reflecting the additional
outcomes in line with the Corporate Governance Code. time commitments and responsibilities of each.
86 - 87 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
The following are key structural not representative of the underlying of the global pandemic and market Directors’ Remuneration for year ended 31 December 2021 (EUR’000)
aspects of the remuneration policy: performance of the Company, volatility that was evident from the
Executive Directors Gene Geoff Russell Gilbert Peter Total
investor experience or employee end of the prior year. The ability for
Murtagh Doherty Shiels(1) McCarthy Wilson(10)
Executive director shareholding reward outcome. the executives to continue to drive
guidelines EPS growth in such a challenging 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020 2021 2020
The committee recognises that share 2021 Remuneration Outturn environment is testament to their Fixed Remuneration
ownership is important in aligning performance and that of the
the interests of management with Pension organisation as a whole. Salary and Fees 888 888 573 573 520 523 530 530 - 512 2,511 3,026
those of shareholders. The new policy Following a thorough review of Pension Contributions(2) 161 161 140 140 169 173 106 106 - 198 576 778
extends the application of the existing remuneration during the course of For each of the Divisional MDs, up to Benefits (3)
35 33 34 31 53 48 43 43 - 20 165 175
shareholding guidelines, whereby all 2020 and incorporating both evolving 40% of their total bonus opportunity
Total Fixed Remuneration 1,084 1,082 747 744 742 744 679 679 - 730 3,252 3,979
executive directors are now required best-practice and the perspectives was based on achieving stretching
to acquire a holding of shares in the of shareholders, all contractual divisional profit targets, with
Company equal to 200% of salary pension contributions will be reduced maximum bonus being payable on Performance Pay
and to retain these for a period of two to 10% of base salary by the end the achievement of 10% divisional Annual Incentives(4)
years post cessation of employment. of 2024. While recognising that profit growth. A further 53% of
Cash Element 888 - 573 - 520 - 530 - - - 2,511 -
The executive directors in practice certain shareholders have differing the Divisional MDs’ total bonus
have holdings significantly in excess of expectations on the timing and opportunity was payable on the Deferred Share Awards 444 - 287 - 260 - 265 - - - 1,256 -
this requirement, and details of these level of pension, the committee achievement of the same Group Long Term Incentives (5)
shareholdings are provided in the believes this approach fairly and EPS targets as for the CEO and LTI - Grant Value(6) (7) 1,499 1,308 830 740 768 620 768 684 - 586 3,865 3,938
Report of the Directors contained in appropriately balances the legacy CFO, ensuring a healthy balance
this Annual Report. contractual entitlement of each between incentivising divisional LTI - Share Price Growth(6) (7) 1,826 900 1,011 509 936 427 936 470 - 403 4,709 2,709
of the executive directors with the and Group growth. Total Performance Pay 4,657 2,208 2,701 1,249 2,484 1,047 2,499 1,154 - 989 12,341 6,647
Clawback and malus general expectations of shareholders
The committee recognises that there and wider stakeholders. The committee also introduced an Total Remuneration 5,741 3,290 3,448 1,993 3,226 1,791 3,178 1,833 - 1,719 15,593 10,626
could potentially be circumstances additional non-financial measure,
in which performance related pay 2021 performance related bonus based on the Net Promoter Score
Non Executive Directors(8)
(either annual performance related In 2021 all executive directors were (NPS), for the first time in 2021. The
bonuses and/or PSP Awards) is paid eligible for a maximum performance NPS programme was launched by Jost Massenberg 258 75
out and where certain circumstances related bonus opportunity of up to Kingspan in 2019 across the Group and Linda Hickey 85 85
later arise which bring the committee 150% of base salary. The CEO and has become embedded as part of our
Michael Cawley 85 85
to conclude that the payment should CFO’s annual performance related business strategy. NPS is a rigorous
not have been made in full or in part. bonuses were principally based (93% measure of customer experience John Cronin 75 75
The clawback of performance related of total opportunity) on Group EPS across a range of touch points in the Anne Heraty 75 75
pay, and malus provisions (where growth targets over prior year, with business, and as such it closely aligns
Éimear Moloney (9) 50 -
awards are reduced to nil before they the maximum annual performance our strategy with the experience of a
have vested) would apply in certain related bonus being payable on key stakeholder group. In 2021 up to Paul Murtagh (9)
50 -
circumstances including: the achievement of 110% Group 7% of each of the executive directors’ Bruce McLennan (10) 25 75
EPS growth over prior year. The total bonus opportunity (ie 10% of
Eugene Murtagh (10) 64 191
g a material misstatement of the committee considered this to be a base salary) was based on achieving
Company’s financial results; stretching target, particularly in light progression of the Group NPS score. Total non-executive pay 767 661
90 - 91 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Deferred Share Awards Overall, the annual and long-term Peer group for 2022 grant for PSP awards:
performance incentive opportunity,
Director At 31 Dec Granted Vested & At 31 Dec Earliest at up to 375% of salary, remains
Armstrong World Industries Inc Holcim Ltd
2020 during year transferred 2021 vesting/ below arrangements at similarly
during year transfer date sized UK and Irish businesses.
Boral Ltd Mohawk Industries Inc
Gene M. Murtagh Unvested 4,822 - (4,009) 813 31/03/2022 The committee also reviewed the
Compagnie de Saint Gobain SA Owens Corning Inc
Geoff Doherty Unvested 3,169 - (2,644) 525 31/03/2022 performance framework of the
PSP scheme. For the 2022 PSP
Russell Shiels Unvested 2,912 - (2,424) 488 31/03/2022 Cornerstone Building Brands Inc Rockwool Intl. AS
Awards, the committee has selected
Gilbert McCarthy Unvested 2,445 - (2,445) - - the same financial performance
CRH plc Sika AG
measures based on EPS growth
and relative TSR. The peer group
Geberit AG Travis Perkins plc
against which TSR performance
will be measured for PSP grants
Grafton Group plc Wienerberger AG
Executive retirement Implementation of Remuneration work. The pension contributions of made in 2022 is set out adjacently.
Following his retirement at the Policy for 2022 all incumbent executives are being
end of 2020, Peter Wilson’s unvested The core principles of our reduced in instalments to 10% over The committee also reviewed
PSP awards were reduced pro rata remuneration philosophy as outlined the four-year period to December the EPS targets to ensure they Performance Weighting Percentage Threshold Maximum
by an amount to reflect the earlier, frame our approach to 2022, 2024 as outlined on page 88. include significant stretch over the Measures vesting at vesting vesting
proportion of the vesting period namely reward for high-performance, performance period ahead and threshold target target*
not actually served, in line with simplicity, transparency and Annual bonus are aligned with our principles of EPS 45% 22.5% 6% p.a. 12% p.a.
the scheme rules and remuneration alignment with shareholders. The maximum bonus opportunity for alignment and pay-for-performance.
policy as approved by shareholders all the executive directors is 150% of While the targets are unchanged in TSR 45% 22.5% Median Upper
in 2019. Mr Wilson did not receive Base salary and pension salary (unchanged from 2021) with absolute terms, coming from a high quartile
any other compensation or payment The executive directors will receive up to 100% of salary earned through base which includes record levels of Planet 10% 0% Various Various
on his retirement. basic increases of 4.5% which is the bonus plan delivered in cash and EPS, the committee considers that Passionate
in line with the general workforce up to 50% of salary being deferred these targets include significant
Non-executive directors increases of c. 3% to 6%, depending into shares in the Company for two stretch and are appropriately aligned *Straight line vesting between threshold and maximum vesting
The non-executive directors each on markets. As outlined in last years. For 2022, the committee with our risk appetite as well as
received fees which are approved by year’s Annual Report, in 2020 the decided that the performance internal and external forecasts. In
the Board as a whole. Following the committee carried out a review of measures should remain unchanged order for maximum vesting, truly
appointment of Jost Massenberg as Russell Shiels’ role and responsibilities, from 2021, with 93% based on Group exceptional performance is required. STHLM 01
the new independent non-executive and noted that this had increased and divisional financial measures, Stockholm, Sweden
Chairman at the 2021 AGM, the significantly in recent years as a although the committee determined There are no changes to the ESG Insulation
committee carried out a review of the result of recent organic and inorganic to increase the overall weighting of measures included in the LTIP, Therma Roof
appropriate level of fees for the role. expansion particularly in LATAM. divisional performance (versus Group which draws a clear focus on Insulation
Following advice from its remuneration The committee awarded Mr Shiels performance) for the divisional MDs. growing sustainability. Details
consultants, the committee a 3% salary increase in 2021, and 7% of overall bonus will be based on of our achievements against our
determined to set the Chairman’s fee agreed to grant a further 4% increase NPS as before. The bonus targets, ESG targets will be published in
at €350,000 per annum, to properly over US inflation in 2022 to reflect and performance against them, will Kingspan’s 2021 Planet Passionate
reflect the role and duties of an his increased responsibilities in the be disclosed in the 2022 Report of the Sustainability Report.
independent chairman. Americas. Mr Shiels will therefore Remuneration Committee.
receive an additional incremental Non-executive director fees
The basic non-executive director fee is adjustment in 2022 giving a total Performance share awards As outlined above, the independent
€75,000. An additional fee of €7,500 increase of 10%. The committee is Subject to shareholder approval, for non-executive Chairman’s fee has
is paid for chairing the Remuneration satisfied that these changes properly 2022 it is proposed that the CEO will been set at €350,000 for the year
Committee, and a fee of €10,000 for align Mr Shiels’ package with his receive an award over shares with a ahead. There is no change from prior
chairmanship of the Audit Committee increased responsibilities and no market value of 225% of base salary, year to the basic non-executive fees
and for the Senior Independent further adjustments will be required. and the other executive directors of €75,000. Subject to approval of
Director, to reflect their additional will receive awards over shares with the new remuneration policy, an
role and responsibilities (only one As outlined previously, the committee a market value of 200% of base additional fee of €15,000 will be paid
additional fee is paid if a director has has made a significant change to salary. These grant levels represent to the chairs of the Remuneration
dual roles). The remuneration policy the company’s policy on pensions, an increase on previous years, in line Committee and the Audit &
being put to shareholders for approval with the pension contributions of with the proposed amendments to Compliance Committee, as well
at this year’s AGM, proposes to make new executive directors limited to our remuneration policy if approved, as for the Senior Independent
modest adjustments to these non- the levels applicable to the wider but remain significantly below the Director, to reflect their additional
executive fees. workforce in the market in which they proposed scheme ceiling. roles and responsibilities.
92 - 93 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Committee Governance attend meetings but provides input The Remuneration Committee met External advisors and all advice is provided in Performance graph
The Remuneration Committee where relevant, to the committee Chair four times during the year. Each The Remuneration Committee accordance with this code. The graph below shows the
comprises three independent non- prior to the meeting. No individual is meeting was attended by all the obtained advice during the year Korn Ferry did not provide any Company’s TSR performance
executive directors, Linda Hickey present at a meeting when the terms members of the committee, and from independent remuneration other services to Kingspan against the performance of
(Chair), Michael Cawley and Anne of his or her own remuneration are an overview of the workings of the consultants Korn Ferry. Korn Ferry during the year. Accordingly, the the ISEQ and FTSE 250 indices
Heraty. The Company Secretary acts discussed. The terms of reference are committee is set out below. is a member of the Remuneration committee is satisfied that the over the 10-year period to 31
as the secretary to the committee. available on the Company’s website: Consultants Group and a advice obtained was objective December 2021:
The Chief Executive does not normally www.kingspan.com signatory to its Code of Conduct, and independent.
Remuneration Committee activities FEB JUL AUG DEC Total Shareholder Returns
Performance pay
2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021
Assess Group and individual performance against targets
•
for 2020
Exercise discretion to reduce bonus achieved for 2020 to zero •
CEO Remuneration vs Kingspan Performance
Review executive bonus measures and weighting for 2022 •
Agree Group and individual performance targets for 2022 •
Governance
184c 200
Review and approve Remuneration Report for Annual 4,000
•
Report 2020
161%
Update on governance and remuneration trends generally • • • 159c 153% 170
Consider shareholder votes and feedback from AGM 2021 •
2,000
Engage with shareholders post AGM • •
120
104%
Review of progress against Eversheds Sutherland’s
•
recommendations 100%
94 - 95 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Remuneration Committee
Role and Responsibilities
DIRECTOR S’ REP ORT
The Board has established an Audit &
Compliance Committee
financial controls. The committee’s
role and responsibilities are set
out in the committee’s Terms of
Reference which are available from
the Company and are displayed on
the Group’s website (www.kingspan.
com). The Terms of Reference are
Michael Cawley reviewed annually and amended
where appropriate. During the
year the committee worked with
management, the external auditors,
Group Internal Audit, and other
members of the senior management
team in fulfilling these responsibilities.
96 - 97 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Audit & Compliance Committee Activities FEB JUN AUG NOV Each committee meeting was In respect of the year to 31 December g reviewed the budgets and
attended by the Group Chief Financial 2021, the committee reviewed: strategic plans of the Group to
Financial Reporting Officer and the Head of Internal Audit ensure that all forward looking
& Compliance. The external auditor g the Group’s Trading Updates issued statements made within the
Review and approve preliminary & half-year results • • also attended these meetings as in June and November 2021; Annual Report reflect the actual
Consider key audit and accounting issues and judgements • • • • required. The Company Secretary is the position of the Group; and
g the Group’s Interim Report for the
Approve going concern and viability statements • • secretary of the Audit & Compliance
six months to 30 June 2021; and g considered key areas in which
Committee. Other directors can
Consider accounting policies and the impact of new accounting standards • • • estimates and judgement had
attend the meetings as required. g the Preliminary Announcement
been applied in preparation of the
Review management letter from auditors • and Annual Report to 31
financial statements including,
The chairman of the Audit & December 2021.
Review of any related party matters and intended disclosures • • but not limited to, a review of fair
Compliance Committee also met with
Review Annual Report, and confirm if fair, balanced and understandable • values on acquisition, the carrying
both the Head of Internal Audit & In carrying out these reviews,
amount of goodwill, intangible
Compliance and the external audit lead the committee:
External Auditor assets and property, plant and
partner outside of committee meetings
g reviewed the appropriateness equipment, litigation and warranty
Ongoing assessment of auditor performance • • • • as required throughout the year.
of Group accounting policies provisions, recoverability of trade
Approval of external audit plan • and monitored changes to and receivables, valuation of inventory,
Committee Evaluation
compliance with accounting hedge accounting treatments,
Review reports and correspondence from the auditor (EY) to the Audit • • • As outlined on page 70 within the
standards on an ongoing basis; treasury matters and tax matters.
& Compliance Committee Corporate Governance Statement,
Confirm auditor independence and consider non-audit services and materiality • • the performance of the Board also g discussed with management
The primary areas of judgement
of related fees includes a review of the committees. and the external auditor the
considered by the committee in
Any recommendations raised in critical accounting policies and
Approval of audit engagement letter and audit fees • relation to the Group’s 2021 financial
relation to the Audit & Compliance judgements that had been applied;
statements, and how they were
Committee are acted upon in a
Internal Audit and Risk Management Controls formal and structured manner. No
g compared the results with addressed by the committee are set
management accounts out overleaf.
Review of internal audit reports and monitor progress on open actions • • • • issues were identified for the year
and budgets, and reviewed
ended 31 December 2021.
Approve internal audit plan and resources, taking account of risk management • • • • reconciliations between these and Each of these areas received particular
Review of financial, IT and general controls • • • • the final results; focus from the external auditor,
Financial Reporting
who provided detailed analysis and
Review details of global fraud attempts and management response • • • • The committee is responsible for g discussed a report from the
assessment of the matter in their
monitoring the integrity of the external auditor at that meeting
Monitor Group whistleblowing procedures and reports • • • • report to the committee.
Group’s financial statements and identifying the significant
Assessment of compliance with Group Global Sanctions policy • reviewing the financial reporting accounting and judgemental
In addition, the Internal Audit team
Review of impact of pandemic on financial control environment • • judgements contained therein. The issues that arose in the course
reviews the businesses covered in
financial statements are prepared by of the audit;
Review of Group liquidity position • • • its annual Internal Audit Plan, as
a finance team with the appropriate
g considered the management agreed by the committee, and
Assessment of the principal risks and effectiveness of internal control systems • qualifications and expertise.
representation letter requested report its findings to the Audit &
by the external auditor for any Compliance Committee throughout
Product Compliance & Certification The committee confirmed to the
non-standard issues and monitored the year. These internal audit reviews
Review and approve product compliance and certification internal audit plan and • • • • Board that the Annual Report, taken
action taken by management as a are focused on areas of judgement
monitor progress on open actions as a whole, is fair, balanced and
result of any recommendations; such as warranty provisions, trade
understandable and provides the
Review and consider the structure and expertise of the product compliance and • • • receivables and inventory, and provide
information necessary for shareholders g discussed with management
certification team the committee with information on
to assess the Company’s position future accounting developments
the adequacy and appropriateness of
Receive updates from Group Head of Compliance & Certification • • and performance, business model which are likely to affect the
provisions in these areas.
and strategy. financial statements;
Review and approve Marketing Integrity Manual •
Governance
Review accounting regulator correspondence • •
Evaluation of external and internal audit functions • • • •
98 - 99 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Primary areas Committee activity External auditor g a requirement that the PIE Standard for Auditors (Ireland) 2020.
of judgement The Audit & Compliance Committee changes its statutory auditor The external auditor also confirmed
has responsibility for overseeing the every ten years (following that they were not aware of any
Adequacy The committee reviewed the judgements applied by management in assessing both specific Group’s relationship with the external rotation, the statutory audit relationships between the Group and
of warranty and risk based warranty provisions at 31 December 2021. The committee reviewed and auditor including reviewing the quality firm cannot be reappointed for the firm or between the firm and
provisions discussed with management the monthly reports presented to the Board which set out, and effectiveness of their performance, four years); any persons in financial reporting
for each of the Group’s divisions, warranty provisions and warranty costs and analyse these their external audit plan and process, oversight roles in the Group that may
costs as a percentage of divisional sales. Warranty provisions are reviewed on an ongoing g a requirement that certain
their independence from the Group, affect its independence.
basis throughout the year in conjunction with the internal audit process. The committee was procedures are followed for the
their appointment and their audit
satisfied that such judgements were appropriate and the risk had been adequately addressed. selection of the new statutory
fee proposals. Non-audit services
auditor; and
To further ensure independence,
Recoverability of The committee reviewed the judgements applied by management in determining the Performance and audit plan g restrictions on the entitlement the committee has a policy on the
trade receivables provision for expected credit loss at 31 December 2021. The committee reviewed and discussed Following the completion of the 2020 of the statutory auditing firm to provision of non-audit services by
and adequacy of with management the monthly board report which sets out aged analysis of gross debtor year end audit, the committee carried provide certain non-audit services. the external auditor that seeks to
provision balances and associated provisions for expected credit loss and reviewed security (including out a review of the effectiveness of the ensure that the services provided by
credit insurance) that is in place. Expected credit loss provisions are reviewed on an ongoing external auditor and the audit process. Kingspan Group plc has fully complied the external auditor are not, or are
basis throughout the year in conjunction with the internal audit process. The committee was This review involved discussions with such EU Audit Reform. With not perceived to be, in conflict with
satisfied that such judgements were appropriate and the risk had been adequately addressed. with both Group management and regards audit firm rotation, EY, was auditor independence. By obtaining
internal audit and feedback provided selected as the external auditor for an account of all relationships
Accounting for Total acquisition consideration in 2021 amounted to €552.3m. The committee discussed
by divisional management. The the financial year commencing 1 between the external auditor and
acquisitions with management and the external auditors the accounting treatment for newly acquired
committee continues to monitor January 2020. the Group, and by reviewing the
businesses, and the related judgements made by management, and were satisfied that the
the performance and objectivity of economic importance of the Group
treatment in the Group’s financial statements was appropriate.
the external auditors and takes this Independence and objectivity to the external auditor by monitoring
into consideration when making The committee is responsible for the audit fees as a percentage
Consideration The committee considered the annual impairment assessment of goodwill prepared by
its recommendations to the Board ensuring that the external auditor is of total income generated from
of impairment management for each Cash Generating Unit (“CGU”) using a discounted cash flow analysis
on the remuneration, the terms of objective and independent. EY was the relationship with the Group,
of goodwill based on the strategic plans approved by the Board, including a sensitivity analysis on key
engagement and the re-appointment, appointed as the Group’s auditor on 1 the committee ensured that the
assumptions. The primary judgement areas were the achievability of the long term business
or otherwise, of the external auditors. May 2020, following a formal tender independence of the external
plans and the key macroeconomic and business specific assumptions. In considering
process in which a number of leading audit was not compromised. The
the matter, the committee discussed with management the judgements made and the
Prior to commencement of the global firms submitted written committee’s policy on the provision
sensitivities performed. Further detail of the methodology is set out in Note 9 to the financial
2021 year end audit, the committee tenders and presentations. The lead of non-audit services by the Group’s
statements.
approved the external auditor’s work audit partner is rotated every five external auditor is fully compliant
EY also provided the Committee with their evaluation of the impairment review process and of plan and resources and agreed with years and is currently Pat O’Neill. with EU audit reform legislation.
the impairment review process. the auditor’s various key areas of focus,
including accounting for acquisitions The committee received confirmation An analysis of fees paid to the
Kingspan completed 17 acquisitions during the financial year. The measurement of goodwill is
and warranty provisions. from the external auditor that they external auditor, including the
not yet finalised for all acquisitions but the methodology of the assessments of such items of
are independent of the Group under non-audit fees, is set out in Note 5
goodwill was presented to the committee and the results were deemed appropriate.
During the year the committee met the requirements of the IAASA Ethical and below:
Valuation of The committee reviewed the valuation and provisioning for inventory at 31 December 2021. with the external auditor without
inventory and The main area of judgement was the level of provisioning required for slow moving and management being present. This
adequacy obsolete inventory. The committee reviewed and discussed with management the monthly meeting provided the opportunity for
of inventory board report which sets out, for each of the Group’s divisions, gross inventory balances and direct dialogue and feedback between
AUDIT V NON-AUDIT SERVICES (€m)
provision associated obsolescence provision including an analysis by inventory, category and ageing. the committee and the auditor, where
Inventory provisions are reviewed on an ongoing basis throughout the year in conjunction they discussed inter alia some of the
with the internal audit process. The committee was satisfied that such judgements were key audit management letter points.
Audit Services Non-Audit Services
appropriate and the risk had been adequately addressed.
EU Audit Reform
Taxation Provisioning for potential current tax liabilities and the level of deferred tax asset recognition in The regulatory framework for the
relation to accumulated tax losses are underpinned by a range of judgements. The committee Group’s statutory audit is governed 2021 3.7 0.3
addresses these issues through a range of reporting from senior management and a process by EU legislation under Directive
of challenging the appropriateness of management’s views including the degree to which 2014/56/EU and Regulation EU No.
these are supported by professional advice from external legal and other advisory firms. This 537/2014. EU Audit reform legislation 2020 2.7 0.1
assessment was conducted in line with the provisions of IFRIC 23. is applicable in the Member States of
the European Union, including Ireland.
The Group’s accounting manual sets out detailed policies that prescribe the methodology to Under this legislation, Kingspan 2019 2.6 0.9
be used by management in calculating the above provisions. Each division formally confirms Group plc is considered a Public
compliance with these policies on an annual basis. Interest Entity (“PIE”). Key
The Committee was satisfied that such judgements were appropriate and the risk had been developments falling from the 2018 2.0 0.7
adequately addressed. implementation of this legislation are:
100 - 101 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
Internal audit & compliance and approval of the internal audit The Audit & Compliance Committee
The committee reviewed and agreed reports, which focus on the areas of review reports from the Internal
the annual internal audit plan, which greatest risk to the Group, and the Audit function which assess the
the committee believes is appropriate external audit reports, as part of both compliance of the Group’s products Passenger Terminal
to the scope and nature of the Group. the year end audit and the half year with respect to: Kartapur Corridor, India
The internal audit plan is risk based, review process, all of which highlight Insulated Panels
i. product specific laws and
with all divisions audited every year, the key areas of control weakness in KingZip Linea
regulations;
and all new businesses audited within the Group. All weaknesses identified
12 months of acquisition. by either internal or external audit ii. testing;
are discussed by the committee
iii. certification and accreditation;
The committee reviewed reports with Group management and an
and
from the Head of Internal Audit & implementation plan for the targeted
Compliance at its quarterly meetings. improvements to these systems is iv. accuracy and consistency
These reports enable the committee put in place. The implementation of marketing materials.
to monitor the progress of the internal plan is overseen by the Group Chief
audit plan, to discuss key findings and Financial Officer and the committee The Group Product Compliance
the plan to address them in addition to is satisfied that this plan is being Team, led by the Group Head
status updates of previous key findings. properly executed. of Compliance & Certification,
supports compliance governance
The committee is responsible for As part of its standing schedule of across the Group in implementing
reviewing the effectiveness of the business, the committee carried out policies, processes, and procedures
internal audit function and does so an annual risk assessment of the to ensure continued improvement
based upon discussion with Group business to formally identify the key in management systems. The Audit
management, the Group’s external risks facing the Group. Full details & Compliance Committee meet
auditor and feedback provided of this risk assessment and the key with the Group Head of Compliance
by divisional management. The risks identified are set out in the Risks & Certification for updates on
committee was satisfied that the & Risk Management section of this the Group’s compliance and
internal audit function is working Annual Report on pages 48 to 53. certification agenda. In particular,
effectively, improves risk management the committee receives updates on
throughout the Group and that These processes, which are used by the implementation of the Group
the internal audit function team the Audit & Compliance Committee Compliance Management System
is sufficiently resourced in addition to monitor the effectiveness of the which is certified to the ISO 37301 The Audit & Compliance Committee g Divisional Compliance Managers Any instances of fraud, abuse
to having the adequate level of Group’s system of risk management standardised global benchmark. noted the following highlights in 2021: reporting to Group Compliance or misconduct reported on the
experience and expertise. and internal control, are in place & Certification team on a whistleblowing phone service are
throughout the accounting period The Audit & Compliance g Group Compliance Management monthly basis. reported to the Head of Internal
The terms of reference of the Audit & and remain in place up to the date Committee also meet regularly System (CMS) launched with ISO Audit & Compliance and the
g Product compliance registers in
Compliance Committee were extended of approval of this Annual Report. with the Group Head of Internal 37301 certification. Company Secretary, who ensure
place across all divisions.
in December 2020 to include oversight Audit & Compliance in relation to each incident is appropriately
g Kingspan Water & Energy’s
of the processes around product The main features of the Group’s product compliance matters. The Whistleblowing procedures investigated and then report to the
Williton site in the UK was one
certification. The Head of Internal internal control and risk management Group Internal Audit Plan includes The Group has a Code of committee details of the incident,
of the first manufacturing sites
Audit & Compliance also reports to the systems that specifically relate to specific audit procedures with Conduct, full details of which are key control failures, any financial loss
in the world to be awarded the
committee in this regard. the Group’s financial reporting and respect to product compliance available on the Group’s website and actions for improvement.
ISO 37301 certification. 8
accounts consolidation process are and certification. The Group Head (www.kingspan.com).
other Group manufacturing
Risk Management and Internal set out in the Corporate Governance of Internal Audit & Compliance During the year, the committee
sites obtained the ISO 37301
controls Report on page 75. updates the committee on the Based on the standards set out in reviewed the Group’s whistleblowing
certification in 2021.
The Audit & Compliance Committee findings of all internal audit this Code of Conduct, the Group process and were satisfied with the
has been delegated, from the Board, Product Compliance and assignments, with a specific g 90 Group compliance audits were employs a comprehensive, design and operating effectiveness
the responsibility for monitoring the Certification focus on product compliance completed in 2021. confidential and independent of the process.
effectiveness of the Group’s system of With effect from December 2020, and certification. Following the whistleblowing phone service to allow
g Recruitment of additional
risk management and internal control. the Audit & Compliance Committee adoption of the Group Marketing all employees to raise their concerns
compliance experts for Group
has responsibility for reviewing the Integrity Manual in September about their working environment and
Internal Audit and Group
The Audit & Compliance Committee effectiveness of the processes and 2021, the Group Internal Audit Plan business practices. This service then
Compliance & Certification teams.
monitors the Group’s risk management controls associated with product also includes specific procedures allows management and employees
and internal control processes through compliance and monitoring the to validate compliance with the g Rollout of additional internal to work together to address any
detailed discussions with management culture of compliance across Marketing Integrity Manual across and external compliance instances of fraud, abuse and other
and executive directors, the review the Group. the Group. training globally. misconduct in the workplace.
102 - 103 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Audit & Compliance Committee
DIRECTOR S’ REP ORT
Report of
Principal Activities Business Review
The directors of Kingspan Kingspan is the global leader in high-performance The Business & Strategic Report contained in this Annual
Group plc (“Kingspan”) have insulation and building envelope solutions. Kingspan Report, including the Chief Executive’s Review and the
the Directors
Group plc is a holding company for the Group’s Financial Review, sets out management’s review of the
pleasure in presenting their subsidiaries and other entities. The Group's principal Group’s business during 2021. The key points include:
report with the audited activities comprise the manufacture and distribution
g Revenue up 42% to €6.5bn, (pre-currency, up 42%).
of the following product suites as part of the
financial statements for the complete “Building Envelope”: g Trading profit up 49% to €754.8m, (pre-currency,
year ended 31 December 2021. up 49%).
Gene M. Murtagh g Acquisitions contributed 12% to sales growth and 11%
Geoff Doherty INSULATED PANELS
to trading profit growth in the year.
Manufacture of insulated panels, structural framing
and metal facades. g Group trading margin of 11.6% (2020: 11.1%).
g Basic EPS up 48% to 305.6 cent (2020: 206.2 cent).
INSULATION
Manufacture of rigid insulation boards, technical g Final dividend per share of 26.0 cent (2020: 20.6 cent)
insulation and engineered timber systems. giving a total dividend for the year of 45.9 cent (2020:
20.6 cent).
LIGHT & AIR
g Year end net debt1 of €756.1m (2020: €236.2m). Net
Manufacture of daylighting, smoke management
debt to EBITDA2 of 0.88x (2020: 0.40x).
and ventilation systems.
g ROCE of 19.5% (2020: 18.4%).
WATER & ENERGY
g Unprecedented raw material inflation with strong
Manufacture of energy and water solutions and all
price recovery effort.
related service activities.
g Strong underlying volume growth of 13% and 11% in
DATA & FLOORING Insulated Panels and Insulation.
Manufacture of data centre storage solutions and
g Insulated Panels sales increased by 45%, driven by
raised access floors.
strong momentum generally in construction activity,
raw material led price growth further enhanced by
305.6
6,497.0
206.2
508.2
Business & Strategic Report. strong performance across all key markets, with the
exception of Australasia.
The Board has proposed a final dividend, if approved
g Data & Flooring sales increased by 21%, reflecting
at the Annual General Meeting, of 26.0 cent (2020:
strong data centre activity and ongoing development
Clean2Day 20.6 cent) per ordinary share payable on 6 May
of the European operations.
Tiel, The 2022 to shareholders registered on the record date
Netherlands of 25 March 2022. An interim dividend of 19.9 cent g Invested a total of €714m in acquisitions, capex
Insulated Panels per ordinary share was declared during the year and financial investments during the period.
KS1100 with (2020: nil). The total dividend for 2021 is 45.9 cent
2020
2020
2020
2021
2021
2021
104 - 105 Photography: Bonte Fotografie Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Innovation included in the Report of Accounting Records
At Kingspan, innovation is a core pillar the Nominations & Governance The directors are responsible for
The Business & INNOVATION
of our strategy and we view it as a Committee contained in this Annual ensuring that accounting records,
Strategic Report key strategic advantage. We believe Report. The Corporate Governance as outlined in Sections 281 to 285
Kingspan’s innovation agenda is driven across four key themes - building industry traditions must Statement is treated as forming part of the Companies Act 2014, are
contained in this performance, solutions, sustainability, and digitalisation. be challenged through innovation of this Annual Report. kept by the Group. The directors
Annual Report in advanced materials and digital have provided appropriate systems
PLANET PASSIONATE technologies in order to achieve a net Code Of Conduct and resources, including the
sets out the “four zero emissions future. In October 2020 Kingspan implemented appointment of suitably qualified
pillars” of Kingspan’s Our Planet Passionate agenda is inextricably linked with innovation. Planet
a new Code of Conduct, applicable to accounting personnel, to maintain
We have innovated a portfolio of all directors, officers and employees, adequate accounting records
strategy which drive Passionate is Kingspan’s 10-year sustainability programme which aims to
advanced products and solutions for that sets out our aspiration to maintain throughout the Group, in order to
impact three big global issues – climate change, circularity and protection
conversion from of our natural world.
architects and building owners which a culture where our everyday actions ensure that the requirements of
enable them to construct buildings are built on five core principles: Sections 281 to 285 are complied
traditional methods of that consume less resources. Future with. The accounting records of the
COMPLETING THE ENVELOPE
construction to ultra- proofing their investment, generating g Clear, ethical and honest business Company are maintained at the
returns through enhanced internal communications; principal executive offices located at
performance building Our strategy of ‘completing the envelope’ aims to take our innovation and space and operational performance, Dublin Road, Kingscourt, Co. Cavan,
g Compliance with the law;
envelopes, these are: sustainability DNA and apply them to a wider portfolio of products which and facilitating efficient construction A82 XY31, Ireland.
are complementary to our current offering. through thinner, lighter and safer to g Respect for the safety and
handle materials. Increasingly we are wellbeing of colleagues; The European Communities
GLOBAL enhancing our service and solutions (Takeover Bids (Directive 2004/25/
g Protection of our Group assets;
through digitisation. By surfacing our EC)) Regulations 2006
products digitally, we’re making it g Upholding our commitment to
Kingspan is a truly global business, operating in over 70 countries with 198
easier to find them, specify them, buy a more sustainable future. Structure of the Company’s share
manufacturing sites across the globe.
them, build with them and track them. capital
https://www.kingspan.com/group/ At 31 December 2021, the Company
In the year ended 31 December commitments/people-and-community/ had an authorised share capital
2021, the Group’s research and our-code-of-conduct comprised of 250,000,000 (2020:
Throughout 2021, Kingspan made g Health & Safety; Financial Review and in the
development expenditure amounted 250,000,000) ordinary shares of
significant progress in pursuit of Sustainability Report contained in
g Laws and regulations. to €40.9m (2020: €33.1m). Research Kingspan’s commitment to the €0.13 each and the Company’s
this strategy with the result that this Annual Report. A number of the
and development expenditure is respect for Human Rights is contained total issued share capital comprised
Kingspan has continued to deliver Key Performance Indicators key performance indicators have
generally expensed in the year in in its Supply Chain Policy, while the 183,591,682 (2020: 183,402,238)
year on year growth. This strategy The directors are pleased to report on been included in more detail on
which it is incurred. Kingspan’s Sustainability section of this Annual ordinary shares.
will remain the focus of the execution the very positive performance during page 175 ‘Alternative Performance
continuing investment in research and Report details Kingspan’s approach to
of Kingspan’s strategic plan for the 2021 against its key performance Measures’. The key performance
development involves a number of key social, employee and diversity matters. The number of shares held as
foreseeable future. indicators. A detailed commentary indicators for Kingspan upon which
projects which include: treasury shares at the beginning of
incorporating key performance particular emphasis is placed are
Sustainability the year was 1,870,284 (1.03% of the
Principal Risks And Uncertainties indicators is contained within the listed below:
g PV solar-integrated PowerPanel™ Our mission is to accelerate a net zero then issued share capital (excluding
The principal risks and uncertainties
Wall; emissions future built environment with treasury shares)) with a nominal
facing the Group, and the actions Financial the wellbeing of people and planet at value of €243,136. During the year,
taken by Kingspan to mitigate g Fibre-free A1 classified AlphaCore®
Basic EPS growth 305.6 cent (2020: 206.6 cent) See page 44 its heart. We do this through enabling the Company repurchased 600,000
them are detailed in the Risk & Risk insulation;
high-performance buildings that shares as part of the Company’s
Management Report contained in this Sales growth €6.5bn (2020: €4.6bn) See page 44 g QuadCore™ 2.0; can save more energy, carbon and capital management strategy
Annual Report. The principal risks are:
Trading margin 11.6% (2020: 11.1%) See page 44 water. Aligned with our mission, we (0.33% of the issued share capital
g Kooltherm® 200 series;
g Volatility in the macro aim to make significant advances in (excluding treasury shares)) with a
environment; Free cash flow €127.1m (2020: €479.7m) See page 44 g Decarbonisation of materials; the sustainability of both our business nominal value of €78,000 which are
Return on capital employed 19.5% (2020: 18.4%) See page 44 operations and our products. In 2020 we held in treasury. A total of 216,144
g Product failure; g Digitalisation of the construction
achieved our Net Zero goal by matching shares (0.12% of the issued share
Net debt/EBITDA 0.88x (2020: 0.40x) See page 44 industry; and
g Failure to innovate; 100% of our operational energy with capital (excluding treasury shares))
g Translucent insulated solutions. renewable energy (on an aggregate with a nominal value of €28,099 were
g Climate change;
Non-Financial basis across the Group). In December re-issued during the year consequent
g Business interruption (including Corporate Governance 2019 we launched the next phase of to the exercise of share options under
IT continuity); Net Zero Energy 100% (2020: 100%) See page 61 The directors are committed to our sustainable development, our new the Kingspan Group Performance
Health & safety achieving the highest standards of 10 year Planet Passionate Programme, Share Plan and the Kingspan Group
g Credit risks and credit control; 1.2 per 100k hours (2020: 1.2) See page 64
(lost time injury) corporate governance. A statement setting ourselves challenging targets in Employee Benefit Trust, leaving a
g Employee development & retention; describing how Kingspan has applied the areas of carbon, energy, circularity balance held as treasury shares as
Gender balance 20% female (2020: 19% female) See page 64 the principles of good governance set and water. Learn more at www. at 31 December 2021 of 2,254,140
g Fraud & cybercrime;
Net Promotor Score Group NPS 45 (2020: 44) See page 84 out in the UK Corporate Governance kingspan.com under ‘Our Commitments’ (1.24% of the issued share capital
g Acquisition and integration of Code (July 2018) and the Irish and in our upcoming 2021 Planet (excluding treasury shares)) with a
new businesses; Planet Passionate Goals 12 Targets (2020: 12 Targets) See page 34 Corporate Governance Annex is Passionate Sustainability Report. nominal value of €293,037.
106 - 107 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Shareholding analysis as at 31 December 2021: Conflicts of Interest The Group has also reached g the Group’s rolling Strategic Plan
None of the directors have any direct agreement in February 2022, which extends to 2025;
or indirect interest in any contract or subject to customary approvals, to
Shareholding Number of % of Number of shares % of g the Group’s long-term funding
arrangement subsisting at the date acquire Troldtekt, a leading Danish
range accounts total held total commitments some of which fall
hereof which is significant in relation headquartered manufacturer of
to be repaid during the period;
1 - 1000 1,426 69.25 629,495 0.34 to the business of the Company or low carbon acoustic insulation. In
any of its subsidiaries nor in the share addition, the Group also completed g the inherent short-cycle nature of
1,001 - 10,000 581 28.22 1,603,969 0.87
capital of the Company or any of the acquisition of THU Perfil, an the construction market including
10,001 - 100,000 46 2.23 996,019 0.54 its subsidiaries. architectural and ceilings solutions the Group’s order bank and project
business in Spain. pipeline; and
100,001 - 1,000,000 3 0.15 392,162 0.21
Financial Instruments
g the potential impact of macro-
Over 1,000,000 3 0.15 179,970,037 98.04 In the normal course of business, There have been no other material
economic events and political
the Group has exposure to a variety events subsequent to 31 December
2,059 100.00 183,591,682 100.00 uncertainty in some regions.
of financial risks, including foreign 2021 which would require adjustment
currency risk, interest rate risk, to, or disclosure in this report. It is recognised that such future
Details of persons with a significant holding of securities in the Company are disclosed below: liquidity risk, and credit risk. The assessments are subject to a level
Company’s financial risk objectives Going Concern of uncertainty that increases with
and policies are set out in Note 19 The directors have reviewed budgets time, and therefore future outcomes
Notification Date Shareholder Shares held %
of the Financial Statements. and projected cash flows for a period cannot be guaranteed or predicted
27/01/2021 Eugene Murtagh 27,018,000 14.88% of not less than 12 months from with certainty.
Political Donations the date of this Annual Report, and
12/01/2022 The Capital Group Companies Inc. 16,402,352 9.04%
Neither the Company nor any of its considered its net debt position and The Group Strategic Plan is approved
26/01/2022 Blackrock, Inc. 14,603,818 8.05% subsidiaries have made any political capital commitments, available by the Board, building upon the
donations in the year which would committed banking facilities and several divisional management
08/03/2021 Allianz Global Investors GmbH 9,084,864 5.01%
be required to be disclosed under the other relevant information including plans as well as the Group’s strategic
27/01/2022 FMR LLC 7,221,533 3.98% Electoral Act 1997 (2020: €nil). the economic conditions currently goals. It is based on a number of
affecting the building environment cautious assumptions concerning
Subsidiary Companies generally and the Group’s Strategic macro growth and stability in our
Further information required by The Group operates from 198 Plan. On the basis of this review the key markets, and continued access
31-Dec-21 31-Dec-20
Regulation 21 of the above Regulations manufacturing sites, and has directors have concluded that there to capital to support the Group’s
as at 31 December 2021 is set out in Gene Murtagh 1,079,207 1,079,207 operations in over 70 countries are no material uncertainties that ongoing investments. The strategic
the Shareholder Information section worldwide. would cast significant doubt over the plan is subject to stress testing which
Geoff Doherty 240,039 221,721
of this Annual Report. Company’s and the Group’s ability involves flexing a number of the
Russell Shiels 200,000 200,000 The Company’s principal subsidiary to continue as a going concern. For main assumptions underlying the
Directors and Secretary undertakings at 31 December 2021, this reason, the directors consider forecast in severe but reasonable
Gilbert McCarthy 258,021 255,576 it appropriate to adopt the going
The directors and secretary of the country of incorporation and nature scenarios. Such assumptions are
Company at the date of this report are Linda Hickey 5,000 5,000 of business are listed on pages 182 to concern basis in preparing the rigorously tested by management
as shown in this Annual Report on pages 187 of this Annual Report. financial statements. and the directors. It is reviewed and
68 and 69. Ms. Éimear Moloney and Mr. Michael Cawley 30,600 30,600 updated annually and was considered
Paul Murtagh were appointed as non- John Cronin 8,000 8,000 The Company does not have any Viability Statement and approved by the Board at its
executive directors in April of 2021. branches outside of Ireland. In accordance with Provision meeting in December 2021.
Jost Massenberg 0 0 31 of the 2018 UK Corporate
Directors’ & Secretary’s Interests Anne Heraty 2,250 2,250 Outlook Governance Code, the directors are In making this assessment, the
in Shares The Board fully endorses the outlook required to assess the prospects of directors have considered the
The beneficial interests of the directors Paul Murtagh 0 N/A (“Looking Ahead”) expressed in the the Company, explain the period resilience of the Group, taking account
and secretary and their spouses and Éimear Moloney 0 N/A Chief Executive’s Review on page 41 over which we have done so and of its current position and the principal
minor children in the shares of the of this Annual Report. state whether we have a reasonable risks facing the business as outlined in
Company at the end of the financial Lorcan Dowd 3,318 3,188 expectation that the Company will the Risk & Risk Management Report
year are as follows: 1,826,435 1,805,542 Significant Events Since Year End be able to continue in operation and contained in this Annual Report, and
In February 2022, the Group meet liabilities as they fall due over the Group’s ability to manage those
Details of the directors’ and secretary’s reached agreement, subject to this period of assessment. risks. The risks have been identified
share options at the end of the customary approvals, to acquire using a top-down and bottom-up
financial year are set out in the report Ondura Group from Naxicap. Ondura The directors have assessed the approach, and their potential impact
of the Remuneration Committee Group, headquartered in France, is prospects of the Group over the was assessed having regard to the
contained in this Annual Report. As a leading global provider of roofing three-year period to February 2025. effectiveness of controls in place to
at 22 February 2022, there have been membranes and associated roofing manage each risk. In assessing the
no changes in the directors’ and solutions with 14 manufacturing sites The directors concluded that three prospects of the Group such potential
secretary’s interests in shares since 31 and a distribution network in 100 years was an appropriate period for impacts have been considered as have
December 2021. countries worldwide. the assessment, having had regard to: the mitigating factors in place.
108 - 109 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Based on this assessment the it is inappropriate to presume risks and uncertainties that Audit Information which the Group’s statutory auditor On behalf of the Board
directors have a reasonable that the Company, and the they face. Each of the directors have taken all is unaware.
expectation that the Group will Group as a whole, will continue the steps that they should or ought Gene M. Murtagh
be able to continue in operation in business. They are also satisfied in compliance to have taken as a director in order Auditor Chief Executive Officer
and meet its liabilities as they fall with Provision 27 of the 2018 UK to make himself or herself aware of In accordance with Section 383(2)
due over the three-year period of The directors are responsible for Corporate Governance Code: any relevant audit information and to of the Companies Act 2014, EY were Geoff Doherty
their assessment. keeping accounting records which establish that the Group’s statutory appointed as Group external auditor Chief Financial Officer
disclose with reasonable accuracy g that the Annual Report and auditor is aware of that information. on 1 May 2020, with effect for the
Directors’ Responsibility Statement at any time the financial position of financial statements, taken as So far as the directors are aware, financial year ending 31 December 22 February 2022
Each of the directors whose names the Group and the Company and a whole, is fair, balanced and there is no relevant information of 2020 and will continue in office.
and functions are set out in the Board which enable them to ensure that the understandable and provides
section of this Annual Report confirm financial statements comply with the the information necessary for
their responsibility for preparing the Companies Act 2014 and Article 4 of shareholders to assess the
Annual Report and the consolidated the IAS Regulation. Group’s position, business model
and Company financial statements in and strategy.
accordance with applicable Irish law They are responsible for safeguarding
and regulations. the assets of the Group and hence Directors’ Compliance Statement
for taking reasonable steps for the The directors acknowledge that
Company law in Ireland requires prevention and detection of fraud and they are responsible for securing
the directors to prepare financial other irregularities. the Company’s compliance with its
statements for each financial year. relevant obligations in accordance
Under that law the directors have to The directors are responsible for the with Section 225(2)(a) of the
prepare the consolidated financial maintenance and integrity of the Companies Act 2014 (the “Act”)
statements in accordance with corporate and financial information (described below as the “Relevant
International Financial Reporting on the Company’s website. Legislation Obligations”).
Standards (IFRSs) as adopted by the in the Republic of Ireland governing
European Union (EU). The directors the preparation and dissemination of In accordance with Section 225 (2)(b)
have elected to prepare the Company financial statements may differ from of the Act, the directors confirm that
financial statements in accordance legislation in other jurisdictions. they have:
with IFRSs as adopted by the EU
1. drawn up a Compliance Policy
and as applied by the Companies In accordance with Transparency
Statement setting out the
Act 2014. The financial statements (Directive 2004/109/EC) Regulations
Company’s policies (that are,
are required by law to give a true 2007 and the Transparency Rules
in the opinion of the directors,
and fair view of the assets, liabilities of the Financial Regulator, the
appropriate to the Company)
and financial position of the Group directors confirm that to the best
in respect of the compliance by
and Company and of the profit or of their knowledge:
the Company with its Relevant
loss of the Group for that period. In
Obligations;
preparing those financial statements, g the Group financial statements
the directors are required to: and the Company financial 2. put in place appropriate
statements, prepared in arrangements or structures that,
g select suitable accounting policies accordance with the applicable in the opinion of the directors,
and then apply them consistently; set of accounting standards, give provide a reasonable assurance of
a true and fair view of the assets, compliance in all material respects
g make judgements and estimates
liabilities, financial position and with the Company’s Relevant
that are reasonable and prudent;
profit or loss of the Group and Obligations; and
g state whether applicable IFRSs Company; and
3. during the financial year to which
have been followed, subject to Urban HQ
g the Report of the Directors this report relates, conducted a
any material departures disclosed Belfast, Ireland
includes a fair review of the review of the arrangements or
and explained in the financial Data & Flooring
development and performance of structures that the directors have
statements; and Torlock and FDEB
the business and the position of put in place to ensure material
Floor Systems
g prepare the financial statements the Group and Company, together compliance with the Company’s
on the going concern basis unless with a description of the principal Relevant Obligations.
110 - 111 Kingspan Group plc Annual Report & Financial Statements 2021 Report of the Directors
Financial
Independent Auditor’s Report 114 Altec
Consolidated Income Statement 122 Papendrecht,
The Netherlands
Consolidated Statement of Comprehensive Income 122
Statements
Insulated Panels
KS Karrier Panel
Consolidated Statement of Financial Position 123 & Dri-Design
Consolidated Statement of Changes in Equity 124
Consolidated Statement of Cash Flows 126
Company Statement of Financial Position 127
Company Statement of Changes in Equity 128
Company Statement of Cash Flows 128
112 - 113 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
INDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT
to the Members of Kingspan Group plc to the Members of Kingspan Group plc (continued)
Opinion Basis for opinion g We considered the mitigating factors Conclusion In relation to the Group and Company’s Our responsibilities and the responsibilities
included in the cash forecasts and Based on the work we have performed, reporting on how they have applied the of the directors with respect to going
We have audited European Single We conducted our audit in accordance
covenant calculations that are we have not identified any material UK Corporate Governance Code, we concern are described in the relevant
Electronic Format financial statements with International Standards on Auditing
within the control of the Group. This uncertainties relating to events or have nothing material to add or draw sections of this report. However, because
(‘the financial statements’) of Kingspan (Ireland) (ISAs (Ireland)) and applicable
included our review of the Group’s conditions that, individually or collectively, attention to in relation to the directors’ not all future events or conditions can
Group plc (‘the Company’) and its law. Our responsibilities under those
non-operating cash outflows and may cast significant doubt on the Group statement in the financial statements be predicted, this statement is not
subsidiaries (together ‘the Group’) standards are further described in the
evaluating the Group’s ability to and Company’s ability to continue as about whether the directors considered it a guarantee as to the Group’s and
for the year ended 31 December 2021, Auditor’s Responsibilities for the Audit of
control these outflows as mitigating a going concern for a period of at least appropriate to adopt the going concern Company’s ability to continue as a
which comprise the Consolidated the Financial Statements section of our
actions if required. We also verified twelve months from when the financial basis of accounting. going concern.
Income Statement, the Consolidated report. We are independent of the Group
credit facilities available to the Group; statements are authorised for issue.
Statement of Comprehensive Income, and Company in accordance with ethical
g We have performed reverse stress
the Consolidated Statement of Financial requirements that are relevant to our audit
testing in order to identify what Overview of our audit approach
Position, the Consolidated Statement of financial statements in Ireland, including
factors would lead to the Group
of Changes in Equity, the Consolidated the Ethical Standard as applied to public Key audit matters g The key audit matters that we identified in the current year were:
utilising all liquidity or breaching the
Statement of Cash Flows, the Company interest entities issued by the Irish Auditing » Warranty provisions
financial covenant during the going
Statement of Financial Position, the and Accounting Supervisory Authority » Revenue recognition
concern period; and
Company Statement of Changes in Equity, (IAASA), and we have fulfilled our other » Accounting for significant acquisitions
g We reviewed the Group’s going
the Company Statement of Cash Flows ethical responsibilities in accordance with
concern disclosures included in the
and notes to the financial statements, these requirements. g In the prior year, our auditor’s report included a key audit matter in relation to the assessment of the
annual report in order to assess that
including the summary of significant We believe that the audit evidence we carrying value of goodwill. In the current year, we have removed this risk of material misstatement as there is
the disclosures were appropriate
accounting policies set out in Note 1. have obtained is sufficient and appropriate significant headroom in all the Group’s Cash Generating Units (CGUs). Conversely, we identified accounting
and in conformity with the
The financial reporting framework that to provide a basis for our opinion. for significant acquisitions as a separate key audit matter in the current year as a result of the Group’s
reporting standards.
has been applied in their preparation acquisition activity during the year.
is Irish law and International Financial Conclusions relating We have observed that the impact of
Audit scope g We performed an audit of the complete financial information of 29 components and performed audit
Reporting Standards (IFRS) as adopted by to going concern the pandemic has not had a detrimental
procedures on specific balances for a further 26 components
the European Union and, as regards the impact on the Group which has seen an
In auditing the financial statements, we g We performed procedures at a further 22 components that were specified by the Group audit team in
Company financial statements, as applied increase in trading profit in all of its five
have concluded that the directors’ use response to specific risk factors
in accordance with the provisions of the divisions during 2021. The Group continued
of the going concern basis of accounting g The components where we performed full or specific audit procedures accounted for 83% of Profit before tax
Companies Act 2014. to generate significant operating cash
in the preparation of the financial from continuing operations, 73% of Revenue and 85% of Total Assets
flows of €333 million in 2021. The Group
In our opinion: statements is appropriate. Our evaluation g ‘Components’ represent business units across the Group considered for audit scoping purposes
is not expected to be significantly
of the directors’ assessment of the
g the Group financial statements give impacted by Covid-19 in the going concern Materiality g Overall Group materiality was assessed to be €34.5 million which represents approximately 5% of Profit before
Group and Company’s ability to continue
a true and fair view of the assets, assessment period. Further, the Group tax from continuing operations.
to adopt the going concern basis of
liabilities and financial position of the has access to significant liquidity. The
accounting included:
Group as at 31 December 2021 and of majority of the Group’s long-term funding
its profit for the year then ended; g We confirmed our understanding commitments (79% or €1.1 billion) matures
g the Company Statement of Financial of management’s Going Concern after February 2025. At 31 December 2021,
Position gives a true and fair view of assessment process and also engaged the Group has unrestricted cash and cash
the assets, liabilities and financial with management early to ensure equivalents of €0.64 billion and unused
position of the Company as at 31 all key factors were considered in committed debt facilities of up to €0.7
December 2021; their assessment; billion from a revolving bank credit facility
g the Group financial statements have g We obtained management’s going expiring in May 2026.
been properly prepared in accordance concern assessment, including
with IFRS as adopted by the the cash forecasts and covenant
European Union; calculations for the going concern
g the Company financial statements period which covers a period of at
have been properly prepared in least 12 months from the date the
accordance with IFRS as adopted financial statements are authorised
by the European Union as applied in for issue;
accordance with the provisions of the g We considered the appropriateness
Companies Act 2014; and of the methods used to calculate
g the Group financial statements and the cash forecasts and covenant
the Company financial statements calculations and determined through
have been properly prepared in inspection and testing of the
accordance with the requirements methodology and calculations that the
of the Companies Act 2014 and, methods utilised were appropriately
as regards the Group financial sophisticated to be able to make an
statements, Article 4 of the assessment for the entity;
IAS Regulation.
114 - 115 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
INDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT
to the Members of Kingspan Group plc (continued) to the Members of Kingspan Group plc (continued)
Key audit matters Risk Our response to the risk Key observations communicated to the
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial Audit Committee
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
Accounting for significant acquisitions We obtained an understanding of the Our procedures were focused on two
that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit
Group’s process for accounting for significant acquisitions which together
and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements Significant acquisitions identified during the
acquisitions, including a walkthrough comprised 59% of total acquisition spend.
as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. year relate to Logstor Group in Denmark
of the design and implementation of
(consideration of €245 million) and Terasteel Our observations included an outline of
relevant controls.
Risk Our response to the risk Key observations in Romania (consideration of €82 million). the range of audit procedures performed,
communicated to the We completed detailed procedures on the and the results of our related testing,
There is a risk of improper accounting for
Audit Committee opening balance sheets, purchase price including the fact that the purchase price
the treatment of acquired businesses,
allocations and fair value adjustments. allocations for both acquisitions were
Warranty provisions (2021: €143 million, We performed audit procedures that included understanding Our observations due to the level of estimation uncertainty
We identified the key assumptions and preliminary to the extent disclosed in the
2020: €119 million) the Company’s process for recording and monitoring potential included an outline included in management’s assessments.
judgements made by management and related financial statements footnote,
warranty claims incorporating management’s review of of the range of audit Specifically, fair value adjustments to challenged the appropriateness thereof that fair value adjustments made in the
The Group’s business involves the sale of
significant assumptions used in the provision calculation and procedures performed, property, plant and equipment (PP&E) and by reference to external information, preliminary allocations did not result in
products under warranty, some of which
the recording of the resulting amounts (including walkthroughs the key judgements the need for complex and judgemental where available. material fair value adjustments and that
use new technology and applications. Due
of the design and implementation of relevant controls); involved and the results valuation techniques to be utilised, the we did not identify further adjustments
to the nature of its product offering, the In respect of the recognition and valuation
consideration of the nature and basis of the provision; review of our testing. recognition and valuation of fair value that were not made, subject to the
Group has significant exposure to warranty of the fair value adjustments to PP&E,
and assessment of correspondence in relation to specific adjustments to provisions recorded in the necessary finalisation of the purchase
claims which are inherently uncertain We also provided our we examined how the Group identified all
claims; progress on individual significant claims; and relevant opening balance sheet, require significant price allocations.
in nature. Management are required to assessment of the material adjustments, obtained related
settlement history of claims and utilisation of related provisions. estimates and judgements to be made
exercise significant judgement with regard level of subjectivity evidence and examined the key assumptions Our planned audit procedures in respect
to warranty provision assumptions. Given We considered the rollout of new products and challenged involved in warranty by management.
and calculations used to ensure they of significant acquisitions were completed
the level of judgement required, there is a the Group’s assumptions in relation to potential failure provision estimates. Refer to the Audit Committee Report (page were recorded in accordance with IFRS 3 without exception.
significant risk that warranty provisions may rates, considering past failure rates, the costs estimated for 96); the Statement of Accounting Policies Business Combinations.
be over or understated. remediation, examining related settlements where necessary. (page 129); and note 22 of the Group
We considered whether alternative rates to those employed by We also performed an evaluation of any
Changes in these assumptions, which may Financial Statements (page 164).
management might be more appropriate. experts engaged by management and
be subject to management override, can utilised our own specialists where necessary.
materially affect the levels of provisions We substantively tested material movements in the provisions, Whilst our procedures were principally
recorded in the financial statements due including warranty provisions arising on acquisitions, and focused on recognition and valuation, we
to the higher estimation uncertainty considered the accounting for movements in the provision also assessed the completeness of recorded
on the Group’s costs of repairing and balances and the related disclosures for compliance with IAS provisions. The procedures were mainly
replacing, or otherwise making reparations 37 Provisions, Contingent Liabilities and Contingent Assets. performed at a component level.
for the consequences of, product that is
The above procedures are performed both locally and by the We also considered the adequacy of the
ascertained to be faulty.
Group audit team. related disclosures.
Refer to the Audit Committee Report (page
96); the Statement of Accounting Policies
(page 129); and note 20 of the Group Our application of materiality We determined materiality for the Performance materiality
Financial Statements (page 163). Group to be €34.5 million (2020: €23.0 Performance materiality is the application
We apply the concept of materiality
million), which is approximately 5% of of materiality at the individual account
in planning and performing the audit,
Group Profit before tax from continuing or balance level. It is set at an amount
Risk Our response to the risk Key observations in evaluating the effect of identified
operations. Profit before tax is a key to reduce to an appropriately low level
communicated to the misstatements on the audit and in forming
performance indicator for the Group and the probability that the aggregate
Audit Committee our audit opinion.
is also a key metric used by the Group in of uncorrected and undetected
Revenue recognition (2021: €6,497 We performed procedures on revenue at all relevant in-scope Our observations Materiality the assessment of the performance of misstatements exceeds materiality.
million, 2020: €4,576 million) components, as outlined in further detail in the ‘Tailoring the included an overview management. We therefore considered
Materiality is the magnitude of an omission On the basis of our risk assessments,
scope’ section below. Detailed transactional testing of revenue of the risk, outline of Profit before tax to be the most
The Group has a number of revenue streams or misstatement that, individually or together with our assessment of the
recognised throughout the year was performed, commensurate the audit procedures appropriate performance metric on which
with different revenue recognition policies in the aggregate, could reasonably be Group’s overall control environment,
with the higher audit risk assigned to revenue. performed, the to base our materiality calculation as
across its divisions. expected to influence the economic our judgement was that performance
judgements we we consider it to be the most relevant
Dependent on the nature of the revenue recognised at each decisions of the users of the financial materiality should be set at 50% (2020:
There is a significant risk that revenue may focused on and the performance measure to the stakeholders
component, we obtained an understanding of each in-scope statements. Materiality provides a basis for 50%) of our planning materiality, namely
be recognised in an incorrect period as a results of our testing. of the Group.
component’s revenue recognition policy and how it was applied, determining the nature and extent of our €17.25 million (2020: €11.5 million). We
result of management accelerating revenue audit procedures. We determined materiality for the have set performance materiality at this
including a walkthrough of the design and implementation
recognition to achieve revenue targets Company to be €14.1 million (2020: €13.7 percentage based on our assessment of
of relevant controls; examined supporting documentation
or forecasts. million), which is approximately 1% of the risk of misstatements, both corrected
including customer contracts, statements of works or purchase
Refer to the Audit Committee Report orders, sales invoices, customer balance confirmations and cash total equity. and uncorrected.
(page 96); the Statement of Accounting receipts. In addition, we performed cut-off procedures, revenue During the course of our audit, we
Policies (page 129); and note 2 of the Group journal testing and customer balance confirmations. In some reassessed initial materiality and
Financial Statements (page 138). components data analytics procedures were also performed. considered that no further changes to
We audited key financial statement disclosures for compliance materiality were necessary.
with IFRS 15 Revenue from Contracts with Customers.
116 - 117 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
INDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT
to the Members of Kingspan Group plc (continued) to the Members of Kingspan Group plc (continued)
Audit work at component locations for the An overview of the scope The reporting components where we The charts below illustrate the coverage obtained from the work performed by our audit teams based on continuing operations.
purpose of obtaining audit coverage over of our audit report performed either full or specific scope
significant financial statement accounts is audit procedures accounted for 83% of the
undertaken based on a percentage of total Tailoring the scope Group’s Profit before tax from continuing 4% 4% 1% 3%
Specified Review 6% 20% Specified Review
performance materiality. The performance Our assessment of audit risk, our operations, 73% of the Group’s Revenue
procedures scope 9% 1% Review Other procedures scope
materiality set for each component is evaluation of materiality and our and 85% of the Group’s Total Assets. Other Specified
based on the relative scale and risk of the allocation of performance materiality procedures procedures
scope procedures 11%
component to the Group as a whole and
The full scope components contributed
15% 19% Other
determine our audit scope for each entity Specific
68% of the Group’s Profit before tax from Specific procedures
our assessment of the risk of misstatement within the Group. Taken together, this scope
continuing operations, 53% of the Group’s scope
at that component. In the current year, enables us to form an opinion on the
the range of performance materiality
Revenue and 66% of the Group’s Total 20%
Group financial statements.
Assets. The specific scope components Specific
allocated to components was €3.0 million scope
In determining those components in contributed 15% of the Group’s Profit Profit before tax
to €5.625 million (2020: €2.1 million to Total
the Group at which we perform audit before tax from continuing operations, from continuing Revenue
€3.675 million). Assets
procedures, we utilised size and risk criteria 20% of the Group’s Revenue and 19% of operations
Reporting threshold in accordance with ISAs (Ireland). the Group’s Total Assets. The components
where we either performed procedures
Reporting threshold is an amount below In assessing the risk of material
that were specified by the Group audit
which identified misstatements are misstatement to the Group financial
team in response to specific risk factors or
68% 53% 66%
considered as being clearly trivial. statements, and to ensure we had Full Full Full
review scope procedures contributed 4% scope scope scope
adequate quantitative coverage of
We agreed with the Audit Committee that and 4% respectively of the Group’s Profit
significant accounts in the financial
we would report to them all uncorrected before tax from continuing operations,
statements, we selected 55 components
audit differences in excess of €1.725 1% and 6% respectively of the Group’s
covering entities across Europe, the Involvement with component teams component team and holding discussions g the Directors’ confirmation set out on
million, which is set at approximately Revenue and 1% and 3% respectively of the
Americas, the Middle East and Australia, with local management and attending pages 109 and 110 in the Annual Report
5% of planning materiality, as well as Group’s Total Assets. The audit scope of In establishing our overall approach to
which represent the principal business closing meetings. that they have carried out a robust
differences below that threshold that, these components may not have included the Group audit, we determined the type
units within the Group. assessment of the principal risks facing
in our view, warranted reporting on testing of all significant accounts of the of work that needed to be undertaken The Group audit team interacted regularly
qualitative grounds. Of the 55 components selected, we component but will have contributed to at each of the components by us, as the Group and the Company, including
with the component teams where
performed an audit of the complete the coverage of significant accounts tested the Group audit engagement team, or those that would threaten its business
We evaluate any uncorrected appropriate during various stages of the
financial information of 29 components for the Group. by component auditors from other EY model, future performance, solvency
misstatements against both the audit, reviewed and evaluated the work
(‘full scope components’) which were global network firms operating under or liquidity;
quantitative measures of materiality Of the remaining components, which performed by these teams, including
selected based on their size or risk our instruction. Of the 29 full scope g the Directors’ statement set out on
discussed above and in light of other together represent 9% of the Group’s review of key reporting documents, in
characteristics. For the remaining components, audit procedures were page 109 in the Annual Report about
relevant qualitative considerations in Profit before tax from continuing accordance with the ISAs (Ireland) and
26 components (‘specific scope performed on four of these directly by whether the Directors considered
forming our opinion. operations, none is individually greater were responsible for the overall planning,
components’), we performed audit senior members of the Group audit team it appropriate to adopt the going
than 1.5% of the Group’s Profit before scoping and direction of the Group audit
procedures on specific accounts within and on 25 by component audit teams. concern basis of accounting in
tax from continuing operations. For process. Senior members of the Group
that component that we considered had For the specific scope components, where preparing the financial statements
these components, we performed audit team also participated in component
the potential for the greatest impact on the work was performed by component and the Directors’ identification of any
other procedures, including analytical and divisional planning, interim and closing
the significant accounts in the financial auditors, we determined the appropriate material uncertainties to the Group’s
review, confirmation of cash balances, meeting calls during which the planning
statements either because of the size of level of involvement to enable us to and the Company’s ability to continue
testing of consolidation journals and and results of the audits were discussed
these accounts or their risk profile. determine that sufficient audit evidence to do so over a period of at least 12
intercompany eliminations and foreign with the component auditors, local
had been obtained as a basis for our months from the date of approval of
In addition to the 55 components currency translation recalculations management and Group management.
opinion on the Group as a whole. the financial statements;
discussed above, we selected a further to respond to any potential risks of This, together with the additional
g whether the Directors’ statement
22 components where we performed material misstatement to the Group We issued detailed instructions to each procedures performed at Group level, gave
relating to going concern required
procedures at the component level that financial statements. component auditor in scope for the Group us appropriate evidence for our opinion on
under the Listing Rules of Euronext
were specified by the Group audit team audit, with specific audit requirements the Group financial statements.
Dublin and the UK Listing Authority
in response to specific risk factors. Also, and requests across key areas. The is materially inconsistent with our
we performed review procedures at an Group audit team would normally have Conclusions relating to
knowledge obtained in the audit; or
additional 10 components. completed a programme of planned visits principal risks, going concern
g the Directors’ explanation set out
designed to ensure that senior members and viability statement
on pages 109 and 110 in the Annual
of the Group audit team, including We have nothing to report in respect of the Report as to how they have assessed
the Audit Engagement Partner, visit a following information in the annual report, the prospects of the Group and the
number of overseas locations each year. in relation to which the ISAs (Ireland) Company, over what period they
During the current year’s audit cycle, require us to report to you whether we have done so and why they consider
due to travel restrictions as a result of have anything material to add or draw that period to be appropriate, and
the Covid-19 pandemic, only a physical attention to: their statement as to whether they
visit in respect of our United States have a reasonable expectation that
component team was possible by the g the disclosures in the Annual Report
the Group and the Company will be
Group audit team. The Group audit team set out on pages 48 to 53 that
able to continue in operation and
performed virtual visits in respect of our describe the principal risks and
meet their liabilities as they fall due
other key component teams in the U.K., explain how they are being managed
over the period of their assessment,
Belgium, the Czech Republic and Brazil. or mitigated;
including any related disclosures
These visits involved discussing the audit drawing attention to any necessary
approach and any issues arising with the qualifications or assumptions.
118 - 119 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
INDEPENDENT AUDITOR’S REPORT INDEPENDENT AUDITOR’S REPORT
to the Members of Kingspan Group plc (continued) to the Members of Kingspan Group plc (continued)
Corporate Governance Statement In connection with our audit of the Opinions on other The Listing Rules of the Irish Stock The objectives of our audit, in respect to g Based on this understanding we
financial statements, our responsibility matters prescribed by the Exchange require us to review: fraud, are; to identify and assess the risks designed our audit procedures to
We report, in relation to information given
is to read the other information and, in Companies Act 2014 g the Directors’ statement, set out on
of material misstatement of the financial identify non-compliance with such
in the Corporate Governance Statement
doing so, consider whether the other statements due to fraud; to obtain laws and regulations. Our procedures
included in the Director’s Report and Based solely on the work undertaken in the pages 109 and 110, in relation to going
information is materially inconsistent with sufficient appropriate audit evidence included a review of board minutes
elsewhere in the Annual Report that: course of the audit, we report that: concern and longer-term viability
the financial statements or our knowledge regarding the assessed risks of material to identify any non-compliance with
g the part of the Corporate Governance
g In our opinion, based on the work obtained in the audit or otherwise appears g in our opinion, the information given misstatement due to fraud, through laws and regulations, a review of the
Statement on page 107 relating to
undertaken during the course of the to be materially misstated. If we identify in the Directors’ Report, other than designing and implementing appropriate reporting to the Audit Committee on
the Company’s compliance with
audit, the information given in the such material inconsistencies or apparent those parts dealing with the non- responses; and to respond appropriately compliance with regulations, enquiries
the provisions of the UK Corporate
Corporate Governance Statement material misstatements, we are required financial statement pursuant to the to fraud or suspected fraud identified of internal and external legal counsel
Governance Code and the Irish
pursuant to subsections 2(c) and (d) to determine whether there is a material requirements of S.I. No. 360/2017 on during the audit. However, the primary and management
Corporate Governance Annex specified
of section 1373 of the Companies Act misstatement in the financial statements which we are not required to report in responsibility for the prevention and
for our review A further description of our responsibilities
2014 is consistent with the Company’s or a material misstatement of the other the current year, is consistent with the detection of fraud rests with both those
g certain elements of disclosures in the for the audit of the financial statements is
statutory financial statements in information. If, based on the work we financial statements; and charged with governance of the entity
report to shareholders by the Board on located on the IAASA’s website at:
respect of the financial year concerned have performed, we conclude that there g in our opinion, the Directors’ Report, and management.
Directors’ remuneration http://www.iaasa.ie/getmedia/
and such information has been is a material misstatement of this other other than those parts dealing with
Our approach was as follows: b2389013-1cf6-458b-9b8f-a98202dc9c3a/
prepared in accordance with the information, we are required to report the non-financial statement pursuant
Respective responsibilities Description_of_auditors_responsibilities_
Companies Act 2014. Based on our that fact. to the requirements of S.I. No. g We obtained an understanding of
for_audit.pdf
knowledge and understanding of 360/2017 on which we are not required Responsibilities of directors for the the legal and regulatory frameworks
We have nothing to report in this regard. This description forms part of our
the Company and its environment to report in the current year, has financial statements that are applicable to the Group
auditor’s report.
obtained in the course of the audit, In this context, we also have nothing to been prepared in accordance with the across the various jurisdictions
As explained more fully in the Directors’
we have not identified any material report in regard to our responsibility to Companies Act 2014. globally in which the Group operates.
Responsibility Statement set out on page Other matters which we are
misstatements in this information; specifically address the following items We determined that the most
We have obtained all the information and 110, the directors are responsible for the required to address
g In our opinion, based on the work in the other information and to report as significant are those that relate to
explanations which we consider necessary preparation of the financial statements in
undertaken during the course of the uncorrected material misstatements of the the form and content of external We were appointed by the Board of
for the purposes of our audit. accordance with the applicable financial
audit, the Corporate Governance other information where we conclude that financial and corporate governance Directors following the AGM held on 1 May
reporting framework that they give a true
Statement contains the information those items meet the following conditions: In our opinion the accounting records of reporting including company law, 2020 to audit the financial statements
and fair view, and for such internal control
required by Regulation 6(2) of the the Company were sufficient to permit tax legislation, employment law and for the year ended 31 December 2020 and
g Fair, balanced and understandable as they determine is necessary to enable
European Union (Disclosure of Non- the financial statements to be readily regulatory compliance subsequent financial periods. This is our
(set out on pages 110 and 111) – the the preparation of financial statements
Financial and Diversity Information by and properly audited and the Company g We understood how Kingspan second year of engagement.
statement given by the directors that that are free from material misstatement,
certain large undertakings and groups) Statement of Financial Position is in Group plc is complying with those
they consider the Annual Report and whether due to fraud or error. The non-audit services prohibited by
Regulations 2017; and agreement with the accounting records. frameworks by making enquiries of
financial statements taken as a whole IAASA’s Ethical Standard were not provided
g In our opinion, based on the work In preparing the financial statements, management, internal audit, those
is fair, balanced and understandable to the Group or Company and we remain
undertaken during the course of
and provides the information
Matters on which we are the directors are responsible for assessing responsible for legal and compliance
independent of the Group and Company in
the audit, the information required
necessary for shareholders to assess
required to report by exception the Group and the Company’s ability to procedures and the Company
conducting our audit.
pursuant to section 1373(2)(a),(b),(e) continue as a going concern, disclosing, Secretary. We corroborated our
the Group’s and the Company’s Based on the knowledge and
and (f) of the Companies Act as applicable, matters related to going enquiries through our review of the Our audit opinion is consistent with the
performance, business model and understanding of the Group and the
2014 is contained in the Corporate concern and using the going concern Group’s Compliance Policies, board additional report to the Audit Committee.
strategy, is materially inconsistent with Company and its environment obtained
Governance Statement. basis of accounting unless management minutes, papers provided to the Audit
our knowledge obtained in the audit; in the course of the audit, we have not
either intends to liquidate the Group or the Committee and correspondence The purpose of our audit
or identified material misstatements in the
Other information Company or to cease operations, or has no received from regulatory bodies work and to whom we owe
g Audit Committee reporting (set out Directors’ Report.
realistic alternative but to do so. g We assessed the susceptibility of our responsibilities
The Directors are responsible for the on pages 96 to 103 ) – the section
The Companies Act 2014 requires us the Group’s financial statements to
other information. The other information describing the work of the Audit Auditor’s responsibilities for the Our report is made solely to the Company’s
to report to you if, in our opinion, the material misstatement, including
comprises the information included in the Committee does not appropriately audit of the financial statements members, as a body, in accordance with
disclosures of directors’ remuneration and how fraud might occur, by meeting
Annual Report other than the financial address matters communicated section 391 of the Companies Act 2014. Our
transactions required by sections 305 to Our objectives are to obtain reasonable with management, including within
statements and our auditor’s report by us to the Audit Committee or audit work has been undertaken so that we
312 of the Act are not made. We have assurance about whether the financial various parts of the business, to
thereon. Our opinion on the financial is materially inconsistent with our might state to the Company’s members
nothing to report in this regard. statements as a whole are free from understand where they considered
statements does not cover the other knowledge obtained in the audit; or those matters we are required to state to
material misstatement, whether due to there was susceptibility to fraud. We
information and, except to the extent g Directors’ statement of compliance We have nothing to report in respect them in an auditor’s report and for no other
fraud or error, and to issue an auditor’s also considered performance targets
otherwise explicitly stated in our report, with the UK Corporate Governance of section 13 of the European Union purpose. To the fullest extent permitted
report that includes our opinion. and the potential for management to
we do not express any form of assurance Code (set out on page 107 ) – the parts (Disclosure of Non-Financial and Diversity by law, we do not accept or assume
Reasonable assurance is a high level influence earnings or the perceptions
conclusion thereon. of the Directors’ statement required Information by certain large undertakings responsibility to anyone other than the
of assurance, but is not a guarantee of analysts. Where this risk was
under the Listing Rules relating to and groups) Regulations 2017, which Company and the Company’s members, as
that an audit conducted in accordance considered to be higher, we performed
the Company’s compliance with require us to report to you if, in our opinion, a body, for our audit work, for this report,
with ISAs (Ireland) will always detect a audit procedures to address each
the UK Corporate Governance Code the Company has not provided in the or for the opinions we have formed.
material misstatement when it exists. identified fraud risk. These procedures
containing provisions specified for non-financial statement the information
Misstatements can arise from fraud or included testing manual journals and Pat O’Neill
review by the auditor in accordance required by Section 5(2) to (7) of those
error and are considered material if, were designed to provide reasonable for and on behalf of
with the Listing Rules of Euronext Regulations, in respect of year ended 31
individually or in the aggregate, they could assurance that the financial Ernst & Young
Dublin and the UK Listing Authority December 2020.
reasonably be expected to influence the statements were free from fraud Chartered Accountants
do not properly disclose a departure
economic decisions of users taken on the or error and Statutory Audit Firm
from a relevant provision of the UK
basis of these financial statements. Dublin
Corporate Governance Code.
23 February 2022
120 - 121 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF FINANCIAL POSITION
for the year ended 31 December 2021 as at 31 December 2021
Total comprehensive income for the year 710.0 239.3 Gene M. Murtagh Geoff Doherty 22 February 2022
Chief Executive Officer Chief Financial Officer
Attributable to owners of Kingspan Group plc 691.8 238.7
Attributable to non-controlling interests 28 18.2 0.6
710.0 239.3
122 - 123 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31 December 2021 for the year ended 31 December 2020
rs
rs
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€m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m €m
Balance at 1 January 2021 23.8 95.6 0.7 (11.6) (229.9) 0.3 40.4 0.7 (168.3) 2,597.2 2,348.9 48.7 2,397.6 Balance at 1 January 2020 23.8 95.6 0.7 (11.8) (110.8) 0.3 38.9 0.7 (188.7) 2,221.6 2,070.3 50.1 2,120.4
Transactions with owners recognised directly in equity Transactions with owners recognised directly in equity
Employee share based Employee share based
compensation 0.1 - - - - - 17.7 - - - 17.8 - 17.8 compensation - - - - - - 16.0 - - - 16.0 - 16.0
Tax on employee share Tax on employee share
based compensation - - - - - - 9.7 - - 3.8 13.5 - 13.5 based compensation - - - - - - (0.9) - - 4.4 3.5 - 3.5
Exercise or lapsing Exercise or lapsing
of share options - (1.2) - 1.2 - - (10.5) - - 10.5 - - - of share options - - - 0.2 - - (13.6) - - 13.4 - - -
Repurchase of shares - - - (46.9) - - - - - - (46.9) - (46.9) Repurchase of shares - - - - - - - - - - - - -
Dividends - - - - - - - - - (73.5) (73.5) - (73.5) Dividends - - - - - - - - - - - - -
Transactions with non- Transactions with non-
controlling interests: controlling interests:
Arising on acquisition - - - - - - - - - - - 3.5 3.5 Arising on acquisition - - - - - - - - - - - (0.8) (0.8)
Dividends to NCI - - - - - - - - - - - (3.2) (3.2) Dividends to NCI - - - - - - - - - - - (1.2) (1.2)
Fair value movement - - - - - - - - (59.5) - (59.5) - (59.5) Fair value movement - - - - - - - - 20.4 - 20.4 - 20.4
Transactions with owners 0.1 (1.2) - (45.7) - - 16.9 - (59.5) (59.2) (148.6) 0.3 (148.3) Transactions with owners - - - 0.2 - - 1.5 - 20.4 17.8 39.9 (2.0) 37.9
Total comprehensive income for the year Total comprehensive income for the year
Profit for the year - - - - - - - - - 554.1 554.1 16.5 570.6 Profit for the year - - - - - - - - - 373.6 373.6 11.2 384.8
Items that will not be reclassified subsequently to profit or loss Items that will not be reclassified subsequently to profit or loss
Actuarial gains on defined Actuarial losses on defined
benefit pension scheme - - - - - - - - - 21.5 21.5 - 21.5 benefit pension scheme - - - - - - - - - (19.9) (19.9) - (19.9)
Income taxes relating to Income taxes relating to
actuarial gains on defined actuarial losses on defined
benefit pension scheme - - - - - - - - - (5.5) (5.5) - (5.5) benefit pension scheme - - - - - - - - - 4.1 4.1 - 4.1
Total comprehensive Total comprehensive
income for the year - - - - 121.4 0.3 - - - 570.1 691.8 18.2 710.0 income for the year - - - - (119.1) - - - - 357.8 238.7 0.6 239.3
Balance at 31 December 2021 23.9 94.4 0.7 (57.3) (108.5) 0.6 57.3 0.7 (227.8) 3,108.1 2,892.1 67.2 2,959.3 Balance at 31 December 2020 23.8 95.6 0.7 (11.6) (229.9) 0.3 40.4 0.7 (168.3) 2,597.2 2,348.9 48.7 2,397.6
124 - 125 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
CONSOLIDATED STATEMENT OF CASH FLOWS COMPANY STATEMENT OF FINANCIAL POSITION
for the year ended 31 December 2021 as at 31 December 2021
Cash generated from operations 490.6 750.8 Equity attributable to owners of Kingspan Group plc
Income tax paid (126.8) (89.7) Share capital 23 23.9 23.8
Interest paid (34.6) (22.6) Share premium 24 94.4 95.6
Net cash flow from operating activities 329.2 638.5 Capital redemption reserve 0.7 0.7
Treasury shares 25 (57.3) (11.6)
INVESTING ACTIVITIES Retained earnings 26 1,345.6 1,265.4
Additions to property, plant and equipment (168.8) (131.8)
Proceeds from disposals of property, plant and equipment 5.2 5.7 TOTAL EQUITY 1,407.3 1,373.9
Purchase of subsidiary undertakings (including net debt/cash acquired) 22 (540.2) (46.1)
Purchase of financial asset (5.0) - In accordance with section 304 of the Companies Act 2014, the Company’s profit for the financial year was €136.0m (2020: €89.2m).
Interest received 0.1 1.0
Net cash flow from investing activities (708.7) (171.2) Gene M. Murtagh Geoff Doherty 22 February 2022
Chief Executive Officer Chief Financial Officer
FINANCING ACTIVITIES
Drawdown of loans 29 55.1 751.2
Repayment of loans and borrowings 29 (263.2) (3.4)
Settlement of derivative financial instrument 29 18.5 -
Payment of lease liability 16 (38.6) (33.7)
Proceeds from share issues 23 0.1 -
Repurchase of shares 25 (46.9) -
Dividends paid to non-controlling interest 28 (3.2) (1.2)
Dividends paid 27 (73.5) -
Net cash flow from financing activities (351.7) 712.9
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 641.4 1,329.7
126 - 127 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
COMPANY STATEMENT OF CHANGES IN EQUITY NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 for the year ended 31 December 2021
The following standard amendment was issued for annual reporting periods beginning on or after 1 April 2021 with earlier application
COMPANY STATEMENT OF CASH FLOWS permitted and does not have a material effect on the results or financial position of the Group:
for the year ended 31 December 2021
Effective Date – periods
beginning on or after
2021 2020
Amendments to IFRS 16 Leases - COVID-19 related rent concessions beyond 30 June 2021 1 April 2021
€m €m
There are a number of new standards, amendments to standards and interpretations that are not yet effective and have not been
OPERATING ACTIVITIES applied in preparing these consolidated financial statements. These new standards, amendments to standards and interpretations
Profit for the year after tax 136.0 89.2 are either not expected to have a material impact on the Group’s financial statements or are still under assessment by the Group. The
Net cash flow from operating activities 136.0 89.2 principal new standards, amendments to standards and interpretations are as follows:
FINANCING ACTIVITIES
Change in receivables (82.3) (99.0)
Change in payables 66.6 9.8
Repurchase of shares (46.9) -
Proceeds from share issues 0.1 -
Dividends paid (73.5) -
Net cash flow from financing activities (136.0) (89.2)
128 - 129 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
130 - 131 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
132 - 133 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
134 - 135 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
136 - 137 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Disaggregation of revenue 2021 Assets – 2021 3,266.4 1,309.4 665.0 243.5 227.2 5,711.5
Point of Time 4,210.9 1,152.0 296.3 258.8 240.1 6,158.1 Assets – 2020 2,350.4 787.1 474.0 183.5 174.1 3,969.1
Over Time & Contract 18.3 30.9 255.9 2.5 31.3 338.9
4,229.2 1,182.9 552.2 261.3 271.4 6,497.0 Derivative financial instruments 0.3 19.8
Cash and cash equivalents 641.4 1,329.7
Disaggregation of revenue 2020 Deferred tax asset 34.7 23.0
Point of Time 2,908.4 759.8 227.3 200.9 199.8 4,296.2
Over Time & Contract 9.0 27.2 218.2 1.8 23.6 279.8 Total assets as reported in the Consolidated Statement of Financial Position 6,387.9 5,341.6
2,917.4 787.0 445.5 202.7 223.4 4,576.0
Segment liabilities
The disaggregation of revenue by geography is set out in more detail on page 140.
Insulated Insulation Light & Air Water & Data & Total Total
The segments specified above capture the major product lines relevant to the Group.
Panels Energy Flooring 2021 2020
The combination of the disaggregation of revenue by product group, geography and the timing of revenue recognition capture the key €m €m €m €m €m €m €m
categories of disclosure with respect to revenue. Typically, individual performance obligations are specifically called out in the contract
which allow for accurate recognition of revenue as and when performances are fulfilled. Given the nature of the Group’s product set, Liabilities – 2021 (1,240.7) (307.1) (218.1) (98.4) (74.4) (1,938.7)
customer returns are not a significant feature of our business model. No further disclosures are required with respect to disaggregation of Liabilities – 2020 (778.8) (192.9) (184.1) (72.8) (41.2) (1,269.8)
revenue other than what has been presented in this note.
Interest bearing loans and borrowings (current and non-current) (1,397.5) (1,585.7)
Inter-segment transfers are carried out at arm’s length prices and using an appropriate transfer pricing methodology. As inter-segment
Derivative financial instruments (current and non-current) - (0.2)
revenue is not material, it is not subject to separate disclosure in the above analysis. For the purposes of the segmental analysis,
Income tax liabilities (current and deferred) (92.4) (88.3)
corporate overheads have been allocated to each division based on their respective revenue for the year.
Total liabilities as reported in the Consolidated Statement of Financial Position (3,428.6) (2,944.0)
138 - 139 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Capital investment – 2021 * 164.3 94.2 32.3 8.4 5.5 304.7 Production 11,062 9,430
Capital investment – 2020 * 92.5 17.4 40.6 2.8 3.7 157.0 Sales and distribution 3,873 3,120
Management and administration 2,945 2,874
Depreciation included in segment result – 2021 (77.7) (32.2) (15.8) (7.0) (5.7) (138.4)
Depreciation included in segment result – 2020 (73.4) (23.9) (12.9) (6.5) (5.3) (122.0) 17,880 15,424
Non-cash items included in segment result – 2021 (10.2) (3.4) (1.4) (1.1) (1.6) (17.7)
Non-cash items included in segment result – 2020 (9.0) (3.2) (1.1) (1.0) (1.7) (16.0) b) Employee costs, including executive directors
2021 2020
* Capital investment also includes fair value of property, plant and equipment and intangible assets acquired in business combinations. €m €m
Analysis of segmental data by Geography
Wages and salaries 832.8 676.4
Western & Central & Americas Rest of Total Social welfare costs 104.5 86.7
Southern Northern World Pension costs - defined contribution (note 31) 26.3 22.0
Europe** Europe Share based payments and awards 17.7 16.0
€m €m €m €m €m
981.3 801.1
Income Statement Items Actuarial (gains)/losses recognised in other comprehensive income (21.5) 19.9
Revenue – 2021 3,239.8 1,629.8 1,269.8 357.6 6,497.0 959.8 821.0
Revenue – 2020 2,377.2 997.8 916.0 285.0 4,576.0
c) Employee share based compensation
Statement of Financial Position Items
The Group currently operates a number of equity settled share based payment schemes; two Performance Share Plans (PSP) and a Deferred
Non-current assets – 2021 * 1,535.8 842.2 720.8 245.4 3,344.2
Bonus Plan, which was introduced in 2015. The details of these schemes are provided in the Report of the Remuneration Committee.
Non-current assets – 2020 * 1,407.7 520.1 546.4 189.4 2,663.6
Performance Share Plan (PSP)
Other segmental information
Capital investment – 2021 97.3 130.6 66.3 10.5 304.7 Number of PSP Options
Capital investment – 2020 81.0 42.2 32.1 1.7 157.0 2021 2020
* Total non-current assets excluding derivative financial instruments and deferred tax assets. Outstanding at 1 January 1,772,438 1,953,111
Granted 397,929 507,441
** Prior year figures have been re-presented to include Britain in Western & Southern Europe. Forfeited (67,236) (33,550)
The Group has a presence in over 70 countries worldwide. Foreign regions of operation are as set out above and specific countries of Lapsed - (6)
operation are highlighted separately below on the basis of materiality where revenue exceeds 15% of total Group revenues. Exercised (389,870) (654,558)
Outstanding at 31 December 1,713,261 1,772,438
Revenues, non-current assets and capital investment (as defined in IFRS 8) attributable to France were €988.3m (2020: €683.0m),
€251.2m (2020: €183.0m) and €29.3m (2020: €11.7m) respectively. Revenues, non-current assets and capital investment (as defined in Of which, exercisable 337,352 263,324
IFRS 8) attributable to Britain were €999.8m (2020: €743.6m), €424.9m (2020: €388.8m) and €14.3m (2020: €10.8m) respectively.
Revenues, non-current assets and capital investment (as defined in IFRS 8) attributable to the country of domicile were €206.0m (2020: The Group recognised a PSP expense of €17.7m (2020: €16.0m) in the Consolidated Income Statement during the year. All PSP options
€150.7m), €89.0m (2020: €72.6m) and €19.3m (2020: €16.4m) respectively. are exercisable at €0.13 per share. For PSP options that were exercised during the year the average share price at the date of exercise was
The country of domicile (Ireland) is included in Western & Southern Europe. Western & Southern Europe also includes France, Benelux, €82.55 (2020: €62.99). The weighted average contractual life of share options outstanding at 31 December 2021 is 4.6 years (2020: 4.8
Spain, and Britain while Central & Northern Europe includes Germany, the Nordics, Poland, Hungary, Romania, Czech Republic, the years). The weighted average exercise price during the period was €0.13 (2020: €0.13).
Baltics and other South Central European countries. Americas comprises the US, Canada, Central Americas and South America. Rest of
World is predominantly Australasia and the Middle East.
There are no material dependencies or concentrations on individual customers which would warrant disclosure under IFRS 8. The individual
entities within the Group each have a large number of customers spread across various activities, end-uses and geographies.
140 - 141 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
142 - 143 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Tax recognised in the Consolidated Income Statement The calculations of earnings per share are based on the following:
Current taxation: Profit attributable to ordinary shareholders 554.1 373.6
Current tax expense 129.3 85.0
Adjustment in respect of prior years 1.1 (5.4) Number of Number of
130.4 79.6 shares (‘000) shares (‘000)
Deferred taxation: 2021 2020
Origination and reversal of temporary differences (14.7) (6.8)
Effect of rate change 2.7 2.1 Weighted average number of ordinary shares for the calculation of basic earnings per share 181,348 181,212
(12.0) (4.7) Dilutive effect of share options 1,565 1,598
Weighted average number of ordinary shares for the calculation of diluted earnings per share 182,913 182,810
Income tax expense 118.4 74.9
2021 2020
The following table reconciles the applicable Republic of Ireland statutory tax rate to the effective tax rate (current and deferred) of € cent € cent
the Group:
Basic earnings per share 305.6 206.2
2021 2020
€m €m Diluted earnings per share 303.0 204.4
Profit for the year 689.0 459.7 Dilution is attributable to the weighted average number of share options outstanding at the end of the reporting period.
The number of options which are anti-dilutive and have therefore not been included in the above calculations is nil (2020: nil).
The total tax charge in future periods will be affected by any changes to the corporation tax rates in force in the countries in which the
Group operates. Changes in the geographical mix of future earnings will also impact the total tax charge.
The methodology used to determine the recognition and measurement of uncertain tax positions is set out in Note 1 ‘Statement of
Accounting Policies’.
The total value of deductible temporary differences which have not been recognised is €23.7m (2020: €31.6m) consisting mainly of tax
losses forward. €0.3m (2020: €0.5m) of the losses expire within 5 years while all other losses may be carried forward indefinitely.
No provision has been made for tax in respect of temporary differences arising from unremitted earnings of foreign operations as there
is no commitment to remit such earnings and no current plans to do so. Deferred tax liabilities of €16.1m (2020: €12.1m) have not been
recognised for withholding tax that would be payable on unremitted earnings of €322.2m (2020: €242.9m) in certain subsidiaries.
144 - 145 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Sensitivity analysis
Cash generating units
Sensitivity analysis was performed by adjusting cash flows, the discount rate and the average operating margin of each division by over
Goodwill acquired through business combinations is allocated, at acquisition, to CGUs that are expected to benefit from synergies in that
38% and by reducing the long-term growth rate to zero. Each test resulted in a positive recoverable amount for each CGU under each
combination. The CGUs are the lowest level within the Group at which the associated goodwill is monitored for internal management
approach. Management believes, therefore, that any reasonable change in any of the key assumptions would not cause the carrying
reporting purposes and are not larger than the operating segments determined in accordance with IFRS 8 Operating Segments.
value of goodwill to exceed the recoverable amount, thereby giving rise to an impairment.
A total of 11 (2020: 11) CGUs have been identified and these are analysed between the five business segments in the Group as set out
below. Assets and liabilities have been assigned to the CGUs on a reasonable and consistent basis. 10 Other Intangible Assets
Cash-generating units Goodwill (€m) 2021 Customer Patents & Other Total
2021 2020 2021 2020 Relationships Brands Intangibles
€m €m €m €m
Insulated Panels 6 6 962.8 873.9
Insulation 1 1 457.1 232.9 Cost
Light & Air 1 1 287.6 205.7 At 1 January 48.9 134.5 40.3 223.7
Water & Energy 1 1 110.0 81.0 Acquisitions (Note 22) 0.8 19.2 18.5 38.5
Data & Flooring 2 2 91.1 85.3 Net exchange difference 0.7 4.0 1.3 6.0
At 31 December 50.4 157.7 60.1 268.2
Total 11 11 1,908.6 1,478.8
Accumulated amortisation
At 1 January 35.0 76.2 29.8 141.0
Significant goodwill amounts
Charge for the year 5.2 13.9 10.4 29.5
Management has assessed that, in line with IAS 36 Impairment of Assets, there are 4 CGUs that are individually significant (greater than Net exchange difference 0.6 2.6 1.3 4.5
10% of total goodwill) that require additional disclosure and are as follows: At 31 December 40.8 92.7 41.5 175.0
Panels Panels Insulation Light Net Book Value as at 31 December 2021 9.6 65.0 18.6 93.2
Western Europe Joris Ide & Air
2021 2020 2021 2020 2021 2020 2021 2020 2020 Customer Patents & Other Total
Relationships Brands Intangibles
Goodwill (€m) 313.8 291.6 344.4 334.6 457.1 232.9 287.6 205.7 €m €m €m €m
Discount rate (%) 7.6 8.6 8.1 8.3 7.9 8.7 7.4 8.6
Excess of value-in-use over carrying amount (€m) 2,810.6 1,971.1 1,862.6 781.2 2,590.4 1,578.3 786.8 508.2 Cost
At 1 January 50.3 130.0 35.6 215.9
The goodwill allocated to these 4 CGUs (2020: 5 CGUs) accounts for 74% (2020: 83%) of the total carrying amount of €1,908.6m (2020: Acquisitions (Note 22) (0.7) 10.0 6.3 15.6
€1,478.8m). The remaining goodwill balance of €505.7m (2020: €246.8m) is allocated across the other 7 CGUs (2020: 6 CGUs), none of Net exchange difference (0.7) (5.5) (1.6) (7.8)
which are individually significant. Similar assumptions and techniques are applied on the impairment testing of these CGUs. At 31 December 48.9 134.5 40.3 223.7
None of the individually significant CGUs are included in the “Sensitivity analysis” section as it is not considered reasonably possible that
Accumulated amortisation
there would be a change in the key assumptions such that the carrying amount would exceed value-in-use. Consequently, no further
At 1 January 29.6 66.8 26.3 122.7
disclosures have been provided for these CGUs.
Charge for the year 5.9 12.6 5.0 23.5
Impairment testing Net exchange difference (0.5) (3.2) (1.5) (5.2)
At 31 December 35.0 76.2 29.8 141.0
Goodwill acquired through business combinations has been allocated to the above CGUs for the purpose of impairment testing.
Impairment of goodwill occurs when the carrying value of the CGU is greater than the present value of the cash that it is expected to
Net Book Value as at 31 December 2020 13.9 58.3 10.5 82.7
generate (i.e. the recoverable amount). The Group reviews the carrying value of each CGU at least annually or more frequently if there is
an indication that a CGU may be impaired.
Other intangibles relate primarily to technological know how and order backlogs.
146 - 147 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Cost 826.0 1,609.3 53.0 2,488.3 The share options and awards addition reflect the cost of share based payments attributable to employees of subsidiary undertakings,
Accumulated depreciation and impairment charges (274.4) (1,023.7) (34.4) (1,332.5) which are treated as capital contributions by the Company. The carrying value of investments is reviewed at each reporting date and
there were no indicators of impairment.
Net carrying amount 551.6 585.6 18.6 1,155.8
13 Inventories
At 1 January 2021, net carrying amount 468.1 488.2 16.6 972.9
Acquisitions through business combinations (Note 22) 52.8 39.2 2.0 94.0
2021 2020
Additions 36.5 129.3 6.4 172.2
€m €m
Disposals (2.6) (2.6) (0.4) (5.6)
Reclassification 6.0 (5.6) (0.4) -
Raw materials and consumables 916.7 396.7
Depreciation charge for year (17.5) (77.9) (6.0) (101.4)
Work in progress 29.9 19.7
Impairment charge for year (2.3) (0.8) - (3.1)
Finished goods 291.8 161.2
Effect of movement in exchange rates 10.6 15.8 0.4 26.8
Inventory impairment allowance (99.5) (71.7)
At 31 December 2021, net carrying amount 551.6 585.6 18.6 1,155.8
At 31 December 1,138.9 505.9
At 1 January 2020, net carrying amount 433.2 514.5 17.5 965.2 Amounts falling due within one year:
Acquisitions through business combinations (Note 22) 11.3 (1.1) 1.3 11.5 Trade receivables, gross 1,110.3 767.3
Additions 40.3 84.6 5.0 129.9 Expected credit loss allowance (87.4) (65.1)
Disposals (2.1) (2.0) (0.5) (4.6)
Reclassification 21.9 (20.4) (1.5) - Trade receivables, net 1,022.9 702.2
Depreciation charge for year (20.3) (64.6) (4.8) (89.7) Other receivables 134.5 65.2
Impairment charge for year (2.2) (0.2) - (2.4) Prepayments 69.2 32.2
Effect of movement in exchange rates (14.0) (22.6) (0.4) (37.0) Value added tax recoverable 1.8 -
At 31 December 2020, net carrying amount 468.1 488.2 16.6 972.9 1,228.4 799.6
Included in land and buildings and plant, machinery and other equipment were amounts of €6.2m and €81.2m respectively The maximum exposure to credit risk for trade and other receivables at the reporting date is their carrying amount.
(2020: of €10.1m and €57.0m) relating to expenditure for assets in the course of construction. These assets have not yet been depreciated.
The Group uses an allowance matrix to measure Expected Credit Loss (ECL) of trade receivables from customers. The simplified approach
The Group has no material investment properties and hence no property assets are held at fair value. has been adopted and this gives rise to an ECL of €87.4m in 2021 (2020: €65.1m). This is presented in more detail in Note 19.
Company
2021 2020
€m €m
The amounts due from group undertakings are unsecured, interest free and are repayable on demand.
148 - 149 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
2021 2020
€m €m Lease liability
2021 2020
Company €m €m
2021 2020
€m €m
150 - 151 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
202.3 127.6
152 - 153 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
19 Financial Risk Management and Financial Instruments 19 Financial Risk Management and Financial Instruments (continued)
Financial Risk Management As at 31 December 2020 Carrying Contractual Within 1 Between 1 Between 2 Greater
In the normal course of business, the Group has exposure to a variety of financial risks, including foreign currency risk, interest rate risk, amount cash flow year and 2 years and 5 years than 5 years
liquidity risk and credit risk. The Group’s focus is to understand these risks and to put in place policies that minimise the economic impact 2020 €m €m €m €m €m
of an adverse event on the Group’s performance. Meetings are held on a regular basis to review the result of the risk assessment, approve €m
recommended risk management strategies and monitor the effectiveness of such policies.
The Group’s risk management strategies include the usage of derivatives (other than for speculative transactions), principally forward Non derivative financial instruments
exchange contracts, interest rate swaps, and cross currency interest rate swaps. Bank loans 55.2 56.7 2.4 1.3 52.8 0.2
Private placement loan notes 1,528.1 1,721.5 253.6 88.9 338.0 1,041.0
Liquidity risk Lease obligations per banking covenants 2.4 2.4 0.1 0.3 - 2.0
In addition to the high level of free cash flow, the Group operates a prudent approach to liquidity management using a mixture of long- Lease liabilities 114.8 134.5 30.4 23.6 43.7 36.8
term debt together with short-term debt, cash and cash equivalents, to enable it to meet its liabilities when due. Trade and other payables 820.8 820.8 820.8 - - -
Deferred contingent consideration 127.6 137.6 - 26.0 108.1 3.5
The Group’s core funding is provided by a number of private placement loan notes totalling €1,377.1m (2020: €1,528.1m). The notes have
a weighted average maturity of 6.4 years (2020: 6.1 years). Derivative financial liabilities / (assets)
The primary bank debt facility is a €700m revolving credit facility, which was undrawn at year end and which matures in May 2026. This Interest rate swaps used for hedging:
replaces the previously held revolving credit facilities of €451m and €300m which were scheduled to mature in June 2022. During 2021, the Carrying values (0.6) - - - - -
bilateral 'Green Loan' of €50m was also repaid. Net inflows - (0.9) (0.9) - - -
Both the private placements and the revolving credit facility have an interest cover test (EBITDA: Net Interest must not be less than 4 Cross currency interest rate swaps used for hedging:
times) and a net debt test (Net Debt: EBITDA must not exceed 3.5 times). These covenant tests have been met for the covenant test Carrying value (19.2) - - - - -
period to 31 December 2021. - outflow - 103.6 103.6 - - -
The Group also has in place a number of uncommitted bilateral working capital facilities to serve its working capital requirements. These - inflow - (128.5) (128.5) - - -
facilities total €65.2m (2020: €43.0m) and are supported by a Group guarantee. Core funding arrangements arise from a wide and
varied number of institutions and, as such, there is no significant concentration of liquidity risk. Foreign exchange forwards used for hedging:
Carrying value assets - - - - - -
The following are the carrying amounts and contractual maturities of financial liabilities (including estimated interest payments): Carrying value liabilities 0.2 - - - - -
- outflow - 6.5 6.5 - - -
As at 31 December 2021 Carrying Contractual Within 1 Between 1 Between 2 Greater - inflow - (6.3) (6.3) - - -
amount cash flow year and 2 years and 5 years than 5
2021 €m €m €m €m years For provisions, the carrying amount represents the Group’s best estimate of the expected future outflows. As it does not represent a
€m €m contractual liability at the year end, no amount has been included as a contractual cash flow.
Non derivative financial instruments Deferred contingent consideration, which includes any put option liabilities, is valued using the relevant agreed multiple of the expected
Bank loans 18.0 18.8 11.6 1.8 4.5 0.9 future EBITDA in each acquired business which is appropriately discounted using a risk-adjusted discount rate. The estimated fair value of
Private placement loan notes 1,377.1 1,533.2 90.0 65.0 454.9 923.3 contingent consideration would decrease if EBITDA was lower or if the risk adjusted discount rate was higher. The range of outcomes are
Lease obligations per banking covenants 2.4 2.4 0.1 0.1 0.3 1.9 set out in Note 18.
Lease liabilities 158.0 181.3 39.0 32.7 63.4 46.2 The actual future cash flows could be different from the amounts included in the tables above, if the associated obligations were to
Trade and other payables 1,290.3 1,290.3 1,290.3 - - - become repayable on demand as a result of non-compliance with covenants or other contractual terms. No such non-compliance
Deferred contingent consideration 202.3 212.2 41.7 161.3 9.2 - is envisaged.
154 - 155 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
19 Financial Risk Management and Financial Instruments (continued) 19 Financial Risk Management and Financial Instruments (continued)
Translation risk Before the impact of hedging transactions
This exists due to the fact that the Group has operations whose functional currency is not the Euro, the Group’s presentational currency.
As at 31 December 2020 Weighted average Total At fixed At floating Under 5 Over
Changes in the exchange rate between the reporting currencies of these operations and the Euro, have an impact on the Group’s
effective interest rate interest rate interest rate years 5 years
consolidated reported result. For 2021, the impact of changing currency rates versus Euro compared to the average 2020 rates was
€m €m €m €m €m
positive €123.1m (2020: negative €129.7m). The key drivers of the change year on year are the movements in GBP and USD. In common
with many other international groups, the Group does not currently seek to externally hedge its translation exposure.
Bank loans 0.78% 55.2 2.6 52.6 55.0 0.2
Sensitivity analysis for primary currency risk Loan notes 2.11% 1,528.1 1,528.1 - 551.4 976.7
A 10% volatility of the EUR against GBP and USD in respect of transaction risk in the reporting entities functional currency would impact
reported after tax profit by €8.0m (2020: €1.5m) and equity by €8.0m (2020: €1.5m). 1,583.3 1,530.7 52.6 606.4 976.9
As at 31 December 2021 Weighted average Total At fixed At floating Under 5 Over Total At fixed At floating
effective interest rate interest rate interest rate years 5 years interest rate interest rate
€m €m €m €m €m €m €m €m
Bank loans 3.0% 18.0 12.5 5.5 17.2 0.8 Euro 1,276.0 1,225.8 50.2
Loan notes 1.7% 1,377.1 1,377.1 - 505.0 872.1 GBP 98.1 - 98.1
USD 207.2 173.7 33.5
1,395.1 1,389.6 5.5 522.2 872.9 Other 2.0 - 2.0
1,583.3 1,399.5 183.8
Total At fixed At floating
€m interest rate interest rate
€m €m
The weighted average maturity of debt is 6.3 years as at 31 December 2021 (2020: 6.3 years).
156 - 157 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
19 Financial Risk Management and Financial Instruments (continued) 19 Financial Risk Management and Financial Instruments (continued)
An increase or decrease of 100 basis points in each of the applicable rates and interest rate curves would impact reported after tax profit The following table provides the information about the exposure to credit risk and ECL’s for trade receivables as at 31 December 2021.
by €nil (2020: €1.8m) and equity by €nil (2020: €1.8m).
Weighted Gross Loss
Credit risk average loss carrying allowance
Credit risk encompasses the risk of financial loss to the Group of counterparty default in relation to any of its financial assets. The Group’s rate amount
maximum exposure to credit risk is represented by the carrying value of each financial asset: % €m €m
158 - 159 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
19 Financial Risk Management and Financial Instruments (continued) 19 Financial Risk Management and Financial Instruments (continued)
Financial instruments by category The carrying amounts of financial liabilities presented in the Consolidated Statement of Financial Position relate to the following
measurement categories as defined in IFRS 9:
The carrying amount of financial assets presented in the Consolidated Statement of Financial Position relate to the following
measurement categories as defined in IFRS 9:
Financial Financial Financial Derivatives Total
liabilities at liabilities liabilities at designated
Financial asset Assets at Derivatives Total
fair value measured at fair value as hedging
at fair value amortised designated
through P&L amortised though OCI instrument
through OCI cost as hedging
cost
instrument €m €m €m €m €m
€m €m €m €m
2021
2021
Current:
Current:
Borrowings - 77.4 - - 77.4
Trade receivables, net - 1,022.9 - 1,022.9
Lease liabilities - 35.0 - - 35.0
Other receivables - 136.3 - 136.3
Trade payables - 726.8 - - 726.8
Cash and cash equivalents - 641.4 - 641.4
Accruals - 519.5 - - 519.5
Derivative financial instruments - - 0.3 0.3
Deferred contingent consideration 8.6 - 33.1 - 41.7
- 1,800.6 0.3 1,800.9
8.6 1,358.7 33.1 - 1,400.4
Non Current:
Non current:
Derivative financial instruments - - - -
Borrowings - 1,320.1 - - 1,320.1
Financial asset 13.2 - - 13.2
Lease liabilities - 123.0 - - 123.0
13.2 - - 13.2
Deferred contingent consideration 15.5 - 145.1 - 160.6
15.5 1,443.1 145.1 - 1,603.7
2020
Current:
2020
Trade receivables, net - 702.2 - 702.2
Current:
Other receivables - 65.2 - 65.2
Borrowings 33.1 55.6 120.9 209.6
Cash and cash equivalents - 1,329.7 - 1,329.7
Lease liabilities - 27.3 - - 27.3
Derivative financial instruments 0.6 - 19.2 19.8
Trade payables - 419.9 - - 419.9
0.6 2,097.1 19.2 2,116.9
Accruals - 349.8 - - 349.8
Derivative financial instruments - - - 0.2 0.2
Non Current:
33.1 852.6 120.9 0.2 1,006.8
Derivative financial instruments - - - -
Financial asset 8.2 - - 8.2
Non current:
8.2 - - 8.2
Borrowings - 1,376.1 - - 1,376.1
Lease liabilities - 87.5 - - 87.5
It is considered that the carrying amounts of the above financial assets approximate their fair values. Deferred contingent consideration 10.3 - 117.3 - 127.6
10.3 1,463.6 117.3 - 1,591.2
160 - 161 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
19 Financial Risk Management and Financial Instruments (continued) 19 Financial Risk Management and Financial Instruments (continued)
162 - 163 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Net Position - (9.4) The table below reflects the provisional fair value of the identifiable net assets acquired in respect of the acquisitions completed during
the year. Any amendments to fair values will be made within the twelve month period from the date of acquisition, as permitted by IFRS
3 Business Combinations.
Deferred tax arises from differences in the carrying value of items such as property, plant and equipment, intangibles, pension
obligations, and other temporary differences in the financial statements and the tax base established by the tax authorities.
Logstor TeraSteel Other* Total
The movement in the net deferred tax position for 2021 is as follows: €m €m €m €m
Property, plant and Non-controlling interest arising on acquisition** (Note 28) - - (3.5) (3.5)
equipment (41.4) (7.4) - - 1.2 (1.4) (49.0) Goodwill 171.4 41.1 167.9 380.4
Intangibles (26.8) 4.1 - - 1.2 (4.3) (25.8) Joint Venture becoming subsidiary - - (1.6) (1.6)
Other temporary differences 42.5 10.6 (0.9) - (0.5) 3.4 55.1 Total consideration 244.5 81.6 226.2 552.3
Pension obligations 0.9 (0.4) - 4.1 0.1 1.4 6.1
Unused tax losses 7.0 (2.2) - - (0.6) - 4.2 Satisfied by:
(17.8) 4.7 (0.9) 4.1 1.4 (0.9) (9.4) Cash (net of cash acquired) 244.5 81.6 214.1 540.2
Deferred contingent consideration - - 12.1 12.1
244.5 81.6 226.2 552.3
22 Business Combinations
A key strategy of the Group is to create and sustain market leading positions through acquisitions in markets it currently operates in, *Included in Other are certain immaterial remeasurements of prior year accounting estimates as a result of the finalisation of the
together with extending the Group’s footprint in new geographic markets. In line with this strategy, the principal acquisitions completed assignment of fair values to identifiable net assets.
during the year were as follows: ** Non-controlling interests arising are measured at the proportionate share of net assets.
In February 2021, the Group acquired 100% of the share capital of TeraSteel a Romanian based manufacturer of insulated panels. The The acquired goodwill is attributable principally to the profit generating potential of the businesses, together with cross-selling
total consideration, including net debt acquired amounted to €81.6m. opportunities and other synergies expected to be achieved from integrating the acquired businesses into the Group’s existing business.
In June 2021, the Group acquired 100% of the share capital of the Logstor Group a leading global supplier of technical insulation solutions. In the post-acquisition period to 31 December 2021, the businesses acquired during the current year contributed revenue of €478.8m and
The total consideration, including net debt acquired amounted to €244.5m. trading profit of €64.1m to the Group’s results.
The full year revenue and trading profit had the acquisitions taken place at the start of the year, would have been €6,755.7m and
€778.1m respectively.
The gross contractual value of trade and other receivables as at the respective dates of acquisition amounted to €106.0m. The fair value
of these receivables is €95.7m, all of which is recoverable, and is inclusive of an aggregate impairment provision of €10.3m.
164 - 165 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
Prior year acquisitions There is €nil of goodwill (2019: €2.7m) which is expected to be deductible for tax purposes.
In April 2020, the Group acquired 100% of the share capital of the Colt Group, a leading provider of daylighting and smoke management The Group incurred acquisition related costs of €5.4m (2019: €2.4m) relating to external legal fees and due diligence costs. These costs
systems with a significant presence in Germany, the Netherlands, and the UK. The total consideration, including debt acquired amounted have been included in operating costs in the Consolidated Income Statement.
to €41.0m. This was coupled with an assumed net defined benefit pension liability of €10.5m.
23 Share Capital
The Group also made a number of smaller acquisitions during the year for a combined cash consideration of €5.1m:
g the purchase of 100% of the share capital of Fire-US, a UK passive fire product manufacturer and distributor; and 2021 2020
g the purchase of 100% of the share capital of Tanks.ie, a Water & Energy business. €m €m
The fair values as recognised at 31 December 2020 of the acquired assets and liabilities at acquisition are set out below:
Authorised
Colt Other* Total 250,000,000 Ordinary shares of €0.13 each
€m €m €m (2020: 250,000,000 Ordinary shares of €0.13 each) 32.5 32.5
Current assets There were no adjustments to the authorised share capital during the year (2020: nil).
Inventories 15.9 (4.1) 11.8 Details of share options exercised are set out in Note 3 to the financial statements.
Trade and other receivables 44.5 (0.7) 43.8
24 Share Premium
Current liabilities
Trade and other payables (50.3) (1.5) (51.8) 2021 2020
Provisions for liabilities (14.0) (2.1) (16.1) €m €m
Lease liabilities (4.0) - (4.0)
At 1 January 95.6 95.6
Re-issued treasury shares (1.2) -
Non-current liabilities
Retirement benefit obligations (193.3) - (193.3) At 31 December 94.4 95.6
Lease liabilities (8.6) - (8.6)
Deferred tax liabilities (0.5) (0.4) (0.9) During the year, the Company issued treasury shares in satisfaction of obligations falling under share schemes. The exercise price for
Total identifiable assets 8.3 (4.7) 3.6 the treasury shares was less than their carrying value. As share premium arose on the re-issuance of treasury shares in prior years, the
difference between the carrying value and the exercise price for the treasury shares re-issued during the year is accounted for as an
adjustment to share premium.
Non-controlling interest arising on acquisition** (Note 28) - 0.8 0.8
Goodwill 32.7 9.0 41.7 25 Treasury Shares
Total consideration 41.0 5.1 46.1
Consideration paid
Satisfied by:
Cash (net of cash acquired) 41.0 5.1 46.1 2021 2020
Deferred contingent consideration - - - No. of Consideration Total No. of Consideration Total
41.0 5.1 46.1 shares paid shares paid
€ €m € €m
166 - 167 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
25 Treasury Shares (continued) 29 Reconciliation of Net Cash Flow to Movement in Net Debt
Nominal value 2021 2020
€m €m
2021 2020
No. of Nominal Total No. of Nominal Total Movement in cash and bank overdrafts (731.2) 1,180.2
shares value shares value Drawdown of loans (55.1) (751.2)
€ € € € Repayment of loans and borrowings 263.2 3.4
Settlement of derivative financial instruments (18.5) -
At 1 January 1,870,284 0.13 243,136 1,907,826 0.13 248,016 Change in net debt resulting from cash flows (541.6) 432.4
Repurchase of shares 600,000 0.13 78,000 - - - Translation movement - relating to US dollar loan (19.7) 13.5
Shares issued (216,144) 0.13 (28,099) (37,542) 0.13 (4,880) Translation movement – other 42.7 (41.4)
At 31 December 2,254,140 0.13 293,037 1,870,284 0.13 243,136 Derivative financial instruments movement (1.3) (7.5)
Net movement (519.9) 397.0
During the year, the Company issued 216,144 shares in satisfaction of obligations falling under share schemes. Separately, as part of the
Company's capital management strategy, the Company repurchased 600,000 shares during the year at a weighted average price of Net debt at start of the year (236.2) (633.2)
€78.16 on dates between 19 May 2021 and 10 June 2021.
Net debt at end of the year (756.1) (236.2)
The Company holds 1.2% (2020: 1.0%) of the issued ordinary share capital as treasury shares.
26 Retained Earnings Lease liabilities of €158.0m (2020: €114.8m) are excluded from net debt.
In accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual A reconciliation of liabilities arising from financing activities in 2021 is set out below.
Income Statement to the Annual General Meeting and from filing it with the Registrar of Companies. The Company’s profit for the Balance Repayments Drawdowns / Non cash Balance
financial year was €136.0m (2020: €89.2m). 1 Jan 2021 Receipts movements 31 Dec 2021
€m €m €m €m €m
27 Dividends
Bank loans and borrowings 57.6 (50.0) 12.6 0.2 20.4
2021 2020 Loan notes 1,528.1 (213.2) 42.5 19.7 1,377.1
€m €m Derivatives (19.8) 18.5 - 1.3 -
1,565.9 (244.7) 55.1 21.2 1,397.5
Equity dividends on ordinary shares:
2021 Interim dividend 19.9 cent (2020: nil cent) per share 36.1 - A reconciliation of liabilities arising from financing activities in 2020 is set out below.
2020 Final dividend 20.6 cent (2019: nil cent) per share 37.4 -
Balance Repayments Drawdowns / Non cash Balance
73.5 - 1 Jan 2020 Receipts movements 31 Dec 2020
Proposed for approval at AGM €m €m €m €m €m
Final dividend of 26.0 cent (2020: 20.6 cent) per share 47.2 37.4
Bank loans and borrowings 10.5 (3.4) 50.5 - 57.6
The 2020 Interim dividends were cancelled during 2020 due to the initial uncertainty created by the pandemic. Loan notes 840.9 - 700.7 (13.5) 1,528.1
The proposed final dividend for 2021 is subject to approval by the shareholders at the Annual General Meeting and has not been Derivatives (27.3) - - 7.5 (19.8)
included as a liability in the Consolidated Statement of Financial Position of the Group as at 31 December 2021 in accordance with IAS 824.1 (3.4) 751.2 (6.0) 1,565.9
10 Events after the Reporting Period. The proposed final dividend for the year ended 31 December 2021 will be payable on 6 May 2022 to
shareholders on the Register of Members at close of business on 25 March 2022.
30 Guarantees and Other Financial Commitments
28 Non-Controlling Interest (i) Guarantees and contingencies
The Group’s principal debt facilities are secured by means of cross guarantees provided by Kingspan Group plc. These include drawn
2021 2020
private placement notes of US$200m (2020: US$400m) and €1,200.5m (2020: €1,200.5m) and an undrawn bank facility of €700m
€m €m
(2020: €751m). During 2021, the bilateral 'Green Loan' of €50m was re-paid.
168 - 169 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
It is noted that the ‘Funded Schemes’ relate to the wholly and partly funded UK schemes and 3 partially funded immaterial European
schemes. The ‘Un-funded Schemes’ covers all other European DBOs.
170 - 171 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued) for the year ended 31 December 2021 (continued)
172 - 173 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
Other Information
NOTES TO THE FINANCIAL STATEMENTS
for the year ended 31 December 2021 (continued)
Trading profit
This comprises the operating profit as reported in the Consolidated Income Statement before intangible asset amortisation and non
trading items. This equates to the Earnings Before Interest, Tax and Amortisation (“EBITA”) of the Group. Trading profit is used by
management as it excludes items which may hinder year on year comparisons.
2021 2020
Financial Statements Reference €m €m
Trading margin
Measures the trading profit as a percentage of revenue.
2021 2020
Financial Statements Reference €m €m
EBITDA
The Group has updated its definition of EBITDA as earnings before finance expenses, income taxes, depreciation and amortisation. In
prior years the definition of EBITDA excluded the impact of IFRS 16 Leases, however as IFRS 16 Leases has been firmly embedded as an
accounting standard for the last number of years, the Group determined that the associated definition of EBITDA was more appropriate
going forward.
2021 2020
Financial Statements Reference €m €m
*Prior Year has been re-presented to include the impact of IFRS 16.
174 - 175 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
ALTERNATIVE PERFORMANCE MEASURES ALTERNATIVE PERFORMANCE MEASURES
2021 2020
Financial Statements Reference €m €m
176 - 177 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
ALTERNATIVE PERFORMANCE MEASURES SHAREHOLDER INFORMATION
Total Shareholder Return (TSR) The Annual General Meeting Company Information
Total Shareholder Return (TSR) is a key performance metric for the Performance Share Plan (PSP). The Annual General Meeting of the Kingspan Group plc was incorporated on 14 August 1979. It is an Irish domiciled company
The methodology for calculating the Total Shareholder Return assumes the following: the open price is set as the closing price of the final Company will be held on 29 April 2022 and the registered office is Kingspan Group plc, Dublin Road, Kingscourt, Co. Cavan, A82
trading day prior to the beginning of the performance period; the close price is set as the closing price on the final trading day of the at 10.00 a.m. XY31, Ireland. The registered company number of Kingspan Group plc is 70576.
performance period; the calculation assumes all dividends are reinvested on the ex-dividend date, at the closing price on that day. Notice of the 2022 AGM will be made
Share Registrar
available to view online at http://www.
2021 2020 kingspan.com/agm2022 Administrative enquiries about the holding of Kingspan Group plc shares should be directed to:
Financial Statements Reference % %
You may submit your votes electronically The Company Registrar:
by accessing Computershare’s website: Computershare Investor Services (Ireland) Limited,
Total Shareholder Return Page 80 83.9 5.4 http://www.eproxyappointment.com/ 3100 Lake Drive,
Citywest Business Campus,
You will be asked for your Shareholder
Dublin 24,
Adjusted earnings per share Reference Number (SRN), Control
D24 AK82.
Number, and PIN, all of which will have
Adjusted earnings per share is a legacy alternative performance metric that is no longer used by management, and the Group has been sent to shareholders in advance of
therefore discontinued reporting this metric. Financial Calendar
the meeting. To be valid, your proxy vote
must be received by Computershare no Preliminary Results 18 February 2022
later than 10.00 am on Wednesday 27 Trading Update 29 April 2022
April 2022 (48 hours before the meeting). AGM 29 April 2022
Half-Yearly Update 19 August 2022
Amalgamation of Trading Update 7 November 2022
Shareholding Accounts
Shareholders who receive duplicate sets Bankers
of Company mailings due to multiple
Bank of America Merrill Lynch HSBC Bank plc
accounts in their name should write to
ING Bank NV BNP Paribas
the Company’s Registrar to have their
Commerzbank Danske Bank AS
accounts amalgamated.
KBC Bank NV NatWest Bank Plc
Bank of Ireland Unicredit Bank AG
Warning to Shareholders
Many companies have become aware that Solicitors
their shareholders have received unsolicited
phone calls or correspondence concerning McCann FitzGerald, Allen & Overy LLP,
investment matters. These are typically Riverside One, One Bishops Square,
from overseas based “brokers” who target Sir John Rogerson’s Quay, London,
shareholders offering to sell them what Dublin 2, E1 6AD,
often turn out to be worthless or high- Ireland. England.
risk shares in US or UK investments. They
can be very persistent and extremely Stockbrokers
persuasive. Shareholders are therefore
Goodbody, Bank of America Merrill Lynch,
advised to be very wary of any unsolicited
Ballsbridge Park, 2 King Edward St,
advice, offers to buy shares at a discount
Ballsbridge, Farringdon,
or offers of free company reports.
Dublin 4, London,
Please note that it is very unlikely that Ireland. EC1A 1HQ,
either the Company or the Company’s England.
Registrar, Computershare, would make
unsolicited telephone calls to shareholders Auditor
and that any such calls would relate
only to official documentation already Ernst & Young,
circulated to shareholders and never in Chartered Accountants,
respect of investment “advice”. EY Buildings,
Harcourt Centre ,
If you are in any doubt about the veracity Harcourt Street,
of an unsolicited phone call, please Dublin 2,
call either the Company Secretary or Ireland.
the Registrar.
178 - 179 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION
Information required by the Holding and transfer The Articles require that at each annual The Company may, subject to the
European Communities (Takeover of ordinary shares general meeting of the Company one-third Companies Acts and the Articles, purchase
Bids (Directive 2004/25/EC)) The ordinary shares may be held in of the directors retire by rotation. However, any of its shares and may either cancel or
Regulations 2006 either certificated or uncertificated form in accordance with the recommendations hold in treasury any shares so purchased,
(through the Euroclear Bank system or (via of the UK Corporate Governance Code, the and may re-issue any such treasury shares
The information required by Regulation
a holding of CDIs) the CREST system). directors have resolved they will all retire on such terms and conditions as may be
21 of the above Regulations as at 31
and submit themselves for re-election by determined by the directors. The Company
December 2021 is set out below. Save as set out below, there is no the shareholders at the Annual General shall not make market purchases of its own
requirement to obtain the approval of the Meeting to be held on 29 April 2022. shares unless such purchases have been
Rights and obligations attaching
Company, or of other shareholders, for a authorised by a special resolution passed by
to the ordinary shares The Company’s Articles may be amended
transfer of ordinary shares. The directors the members of the Company at a general
The Company has no securities in issue may decline to register (a) any transfer of by special resolution (75% majority of votes
meeting. At the Annual General Meeting
conferring special rights with regard to a partly-paid share to a person of whom cast) passed at general meeting.
held on 30 April 2021, shareholders passed
control of the Company. they do not approve, (b) any transfer of
Powers of directors including powers a resolution giving the Company, or any of
All ordinary shares rank pari passu, and a share to more than four joint holders, its subsidiaries, the authority to purchase
in relation to issuing or buying back
the rights attaching to the ordinary (c) any transfer of a share on which the up to 10% of the Company’s issued ordinary
by the Company of its shares
shares (including as to voting and Company has a lien, and (d) any transfer shares. At the Annual General Meeting to
of a certificated share unless accompanied Under its Articles, the business of the
transfer) are as set out in the Company’s be held on 29 April 2022, shareholders are
by the share certificate and such other Company shall be managed by the
Articles of Association (“Articles”). The being asked to renew this authority.
evidence of title as may reasonably be directors, who exercise all powers of the
Articles of Association also contain the
required. The registration of transfers of Company as are not, by the Companies Miscellaneous
rules relating to the appointment and
shares may be suspended at such times Acts or the Articles, required to be exercised
removal of directors, rules relating to the There are no agreements between
and for such periods (not exceeding by the Company in general meeting.
amending the Articles of Association, the shareholders that are known to the
powers of the Company’s directors and 30 days in each year) as the directors The directors are currently authorised to Company which may result in restrictions
in relation to issuing or buying back by may determine. issue a number of shares equal to the on the transfer of securities or voting rights.
the Company of its shares. A copy of the Transfer instruments for certificated authorised but as yet unissued share
Certain of the Group’s banking facilities
Articles may be found on www.kingspan. shares are executed by or on behalf of capital of the Company on such terms
include provisions that, in the event of a
com or may be obtained on request to the transferor and, in cases where the as they may consider to be in the best
change of control of the Company, could
the Company Secretary. share is not fully paid, by or on behalf of interests of the Company, under an
oblige early prepayment of the facilities.
the transferee. Transfers of uncertificated authority that was conferred on them at
Holders of ordinary shares are entitled to Certain of the Company’s joint venture
shares may be effected by means of a the Annual General Meeting held on 30
receive duly declared dividends in cash arrangements also contain provisions that
relevant system in the manner provided for April 2021. The directors are also currently
or, when offered, additional ordinary would allow the counterparty to terminate
in the Regulation (EU) No. 909/2014 of the authorised on the issue of new equity for
shares. In the event of any surplus arising the agreement in the event of a change of
European Parliament and of the Council cash to disapply the strict statutory pre-
on the occasion of the liquidation of the control of the Company. The Company’s
of 23 July 2014 (the “CSD Regulations”) emption provisions that would otherwise
Company, shareholders would be entitled Performance Share Plan contains change
and the rules of the relevant system. The apply, provided that the disapplication is
to a share in that surplus pro rata to their of control provisions which allow for the
directors may refuse to register a transfer limited to the allotment of equity securities
holdings of ordinary shares. acceleration of the exercise of share
of uncertificated shares only in such in connection with (i) any rights issue
options/awards in the event of a change of
Holders of ordinary shares are entitled circumstances as may be permitted or or any open offer to shareholders, or (ii)
control of the Company.
to receive notice of and to attend, speak required by the CSD Regulations. the allotment of shares not exceeding in
and vote in person or by proxy, at general aggregate 5% of the nominal value of the There are no agreements between the
meetings having, on a show of hands, Rules concerning the appointment Company’s issued share capital, or (iii) for Company and its directors or employees
one vote, and, on a poll, one vote for and replacement of the the purpose of financing (or refinancing) providing for compensation for loss of
each Ordinary Share held. Procedures and directors and amendment of the an acquisition or other capital investment office or employment (whether through
deadlines for entitlement to exercise, and Company’s Articles of a kind contemplated by the UK Pre- resignation, purported redundancy
exercise of, voting rights are specified in Unless otherwise determined by ordinary emption Group not exceeding in aggregate or otherwise) that occurs because of
the notice convening the general meeting resolution of the Company, the number 5% of the nominal value of the Company’s a takeover bid.
in question. There are no restrictions on of directors shall not be less than two or issued share capital. Both these authorities
voting rights except in the circumstances more than 15. expire on 30 July 2022 unless renewed
where a “Specified Event” (as defined in and resolutions to that effect are being
the Articles) shall have occurred and the Subject to that limit, the shareholders proposed at the Annual General Meeting
directors have served a Restriction Notice in general meeting may appoint any to be held on 29 April 2022.
on the shareholder. Upon the service of person to be a director either to fill a
such Restriction Notice, no holder of the vacancy or as an additional director. The
shares specified in the notice shall, for so directors also have the power to co-opt
long as such notice shall remain in force, additional persons as directors, but any
be entitled to attend or vote at any general director so co-opted is under the Articles
meeting, either personally or by proxy. required to be submitted to shareholders
for re-election at the first annual general
meeting following his or her co-option.
180 - 181 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
PRINCIPAL SUBSIDIARY UNDERTAKINGS PRINCIPAL SUBSIDIARY UNDERTAKINGS
List of principal subsidiary and joint venture companies and the percentage shareholding held by Kingspan Group plc, either directly or % Shareholding Nature of Business
indirectly pursuant to Section 314 of the Companies Act 2014:-
CZECH REPUBLIC
% Shareholding Nature of Business
Balex Metal S.R.O. 100 Sales & Marketing
AUSTRALIA Colt International S.R.O. 100 Sales & Marketing
Kingspan Insulated Panels Pty Limited 100 Manufacturing Kingspan A.S. 100 Manufacturing
Kingspan Insulation Pty Limited 100 Manufacturing
DENMARK
Kingspan Water & Energy Pty Limited 85 Manufacturing
Kingspan A/S 100 Sales & Marketing
Tate Asia-Pacific Pty Limited 100 Sales & Marketing
Kingspan Insulation ApS 100 Sales & Marketing
Thermakraft Australia Pty Limited 100 Manufacturing
LOGSTOR A/S 100 Manufacturing
AUSTRIA
ESTONIA
Colt International GesmbH 100 Sales & Marketing
Kingspan Insulation OÜ 100 Sales & Marketing
Kingspan GmbH 100 Sales & Marketing
Kingspan OÜ 100 Sales & Marketing
LOGSTOR Austria GmbH 100 Sales & Marketing
FINLAND
BELGIUM
Kingspan Insulation Oy 100 Manufacturing
Epur SA 100 Manufacturing
Kingspan Oy 100 Sales & Marketing
isomasters NV 62.5 Manufacturing
LOGSTOR Finland Oy 100 Manufacturing
Joris Ide NV 100 Manufacturing
Kingspan Access Floors Europe NV 100 Manufacturing FRANCE
Kingspan Door Components SA 100 Manufacturing Essemes Services S.N.C. 100 Manufacturing
Kingspan Light + Air Belgium NV 100 Manufacturing Isocab France SAS 100 Manufacturing
Kingspan NV 100 Sales & Marketing Joris Ide Auvergne SAS 100 Manufacturing
Joris Ide Sud Ouest SAS 100 Manufacturing
BOSNIA AND HERZEGOVINA
Kingspan Light + Air SAS 100 Manufacturing
Kingspan D.O.O. 100 Sales & Marketing
Kingspan S.a.r.l. 100 Sales & Marketing
BRAZIL LOGSTOR France SAS 100 Sales & Marketing
Kingspan Isoeste Trade Importadora E Exportadora Limitada 51 Sales & Marketing Profinord S.a.r.l. 100 Manufacturing
Kingspan-Isoeste Construtivos Isotérmicos S/A. 51 Manufacturing Skydôme S.A.S. 100 Manufacturing
Societe Bretonne de Profilage SAS 100 Manufacturing
BULGARIA
Joris Ide Bulgaria Ltd. 100 Manufacturing GERMANY
Colt International GmbH 100 Manufacturing
CANADA
Essmann Gebäudetechnik GmbH 100 Manufacturing
Kingspan Insulated Panels Limited 100 Manufacturing
Hype GmbH 100 Manufacturing
Tate ASP Access Floors Inc. 100 Manufacturing
Joris Ide Deutschland GmbH 100 Manufacturing
Vicwest Inc. 100 Manufacturing
Kingspan Access Floors GmbH 100 Manufacturing
CHILE Kingspan GmbH 100 Sales & Marketing
Synthesia Technology S.p.A. 100 Sales & Marketing Kingspan Holding GmbH 100 Holding Company
Kingspan Insulation Gmbh & Co. KG 100 Manufacturing
CHINA
Kingspan Services Deutschland GmbH 100 Sales & Marketing
Colt (China) Manufacturing Company Limited 100 Manufacturing
Kingspan Water & Energy GmbH 100 Sales & Marketing
COLUMBIA LOGSTOR Deutschland GmbH 100 Sales & Marketing
Kingspan Comercial S.A.S. 51 Sales & Marketing Schütze GmbH 100 Manufacturing
PanelMET S.A.S. 51 Manufacturing STG Beikirch GmbH 100 Manufacturing
Synthesia Technology S.A.S. 100 Sales & Marketing Technocon GmbH 100 Design Services
182 - 183 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
PRINCIPAL SUBSIDIARY UNDERTAKINGS PRINCIPAL SUBSIDIARY UNDERTAKINGS
HUNGARY NETHERLANDS
Essmann Hungaria Kft. 100 Sales & Marketing Colt International Beheer B.V. 100 Holding Company
Joris Ide Kft. 100 Manufacturing Colt International B.V. 100 Sales & Marketing
Kingspan Kereskedelmi Kft. 100 Manufacturing Colt International Holding B.V. 100 Holding Company
Colt International Productie B.V. 100 Manufacturing
INDIA
Hectar Funderingstechniek B.V. 100 Sales & Marketing
Kingspan Jindal Private Limited 51 Manufacturing
Hoesch Bouwsystemen B.V. 100 Sales & Marketing
IRELAND Joris Ide Netherlands B.V. 100 Manufacturing
Aerobord Limited 100 Manufacturing Kingspan (MEATI) B.V. 85 Holding Company
Kingscourt Trustee Company Limited 100 Trustee Company Kingspan B.V. 100 Sales & Marketing
Kingspan Century Limited 100 Manufacturing Kingspan Holding Netherlands B.V. 100 Holding Company
Kingspan Holdings (Irl) Limited 100 Management & Procurement Kingspan Insulation B.V. 100 Manufacturing
Kingspan Holdings (North America) Limited 100 Holding Company Kingspan Light + Air NL B.V. 100 Manufacturing
Kingspan Holdings (Overseas) Limited 100 Holding Company Kingspan Light + Air Production NL B.V. 100 Manufacturing
Kingspan Holdings Limited 100 Holding Company Kingspan Unidek B.V. 100 Manufacturing
Kingspan Insulation Limited 100 Manufacturing KSP Finance BV 100 Finance Company
Kingspan International Finance Unlimited Company 100 Finance Company LOGSTOR Nederland B.V. 100 Sales & Marketing
Kingspan Light & Air Limited 100 Sales & Marketing
NEW ZEALAND
Kingspan Limited 100 Manufacturing
Kingspan Insulation NZ Limited 100 Sales & Marketing
Kingspan Nominees Limited 100 Holding Company
Kingspan Limited 100 Sales & Marketing
Kingspan RE Limited 100 Property Company
Thermakraft Limited 100 Manufacturing
Kingspan Securities Limited 100 Finance Company
Kingspan Tate Limited 100 Sales & Marketing NORWAY
Kingspan Water & Energy Limited 100 Manufacturing Kingspan AS 100 Sales & Marketing
KSP Property Limited 100 Property Company Kingspan Insulation AS 100 Sales & Marketing
Kingspan Miljo AS 100 Sales & Marketing
ISLE OF MAN
Kingspan Water & Energy AS 100 Manufacturing
Aslan General Insurance Limited 100 Insurance
PANAMA
ITALY
Acusterm Panama S.A. 100 Manufacturing
LOGSTOR Italia Srl 100 Sales & Marketing
Huurre Panama S.A. 50 Manufacturing
LATVIA Synthesia Technology S.A. 100 Manufacturing
Kingspan SIA 100 Sales & Marketing
PERU
Balex Metal SIA 100 Manufacturing
Synthesia Technology S.A.C. 100 Sales & Marketing
LITHUANIA
POLAND
Balex Metal UAB 100 Sales & Marketing
Balex Metal Sp. Z o.o. 100 Manufacturing
Kingspan UAB 100 Sales & Marketing
Colt International Sp. Z o.o. 100 Sales & Marketing
LOGSTOR UAB 100 Sales & Marketing
Essmann Polska Sp. Z o.o. 100 Sales & Marketing
LUXEMBOURG Kingspan Sp. Z o.o. 100 Manufacturing
NAPS Holdings (Luxembourg) Sarl 100 Finance Company LOGSTOR International sp. Z.o.o 100 Holding Company
MALTA PORTUGAL
KSP Finance (Europe) Limited 100 Finance Company Colt Portugal SA 100 Sales & Marketing
KSP Holdings (Europe) Limited 100 Finance Company
QATAR
KSP Investments (Europe) Limited 100 Finance Company
Kingspan Insulation WLL 100 Sales & Marketing
MEXICO
Kingspan Insulated Panels S.A. DE C.V. 100 Manufacturing
Synthequimica Mexicana S.R.L. DE C.V. 100 Sales & Marketing
MOROCCO
SM Polyurethanes S.á.r.l. 100 Sales & Marketing
184 - 185 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
PRINCIPAL SUBSIDIARY UNDERTAKINGS PRINCIPAL SUBSIDIARY UNDERTAKINGS
ROMANIA UKRAINE
Joris Ide S.R.L. 100 Manufacturing Balex Metal LLC 100 Sales & Marketing
Kingspan S.R.L. 100 Sales & Marketing Kingspan Ukraine LLC 100 Sales & Marketing
LOGSTOR S.R.L 100 Sales & Marketing
UNITED ARAB EMIRATES
Terasteel S.A. 99 Manufacturing
Colt International LLC 100 Sales & Marketing
Wetterbest S.A. 100 Manufacturing
Kingspan Insulated Panels Manufacturing LLC 85 Manufacturing
RUSSIA Kingspan Insulation LLC 90 Manufacturing
Kingspan LLC 100 Manufacturing
UNITED KINGDOM
Kingspan Nevinnomyssk LLC 99 Manufacturing
Colt Group Limited 100 Holding Company
SAUDI ARABIA Colt International Licensing Limited 100 Product Development
Colt Arabia Limited 100 Manufacturing Colt International Limited 100 Sales & Marketing
Colt Investments Limited 100 Holding Company
SERBIA
Ecotherm Insulation (UK) Limited 100 Manufacturing
Kingspan D.O.O. 100 Sales & Marketing
Euroclad Group Limited 100 Manufacturing
Terasteel D.O.O. 100 Manufacturing
Joris Ide Limited 100 Manufacturing
SINGAPORE Kingspan Access Floors Limited 100 Manufacturing
Colt Ventilation East Asia Pte Limited 100 Sales & Marketing Kingspan Energy Limited 100 Sales & Marketing
Kingspan Insulated Panels Pte Limited 100 Sales & Marketing Kingspan Group Limited 100 Holding Company
Kingspan Insulation Limited 100 Manufacturing
SLOVAKIA
Kingspan Light + Air (UK & Ireland) Limited 100 Manufacturing
Balex Metal A.S. 70 Manufacturing
Kingspan Limited 100 Manufacturing
Colt International S.R.O. 100 Sales & Marketing
Kingspan Services (UK) Limited 100 Management & Procurement
Kingspan S.R.O. 100 Sales & Marketing
Kingspan Technical Insulation Limited 100 Manufacturing
Kingspan Light + Air Production SVK S.R.O. 100 Manufacturing
Kingspan Timber Solutions Limited 100 Manufacturing
SLOVENIA Kingspan Trustee Company Limited 100 Trustee Company
Kingspan D.O.O. 100 Sales & Marketing Kingspan Water & Energy Limited 100 Manufacturing
Colt España S.A. 100 Sales & Marketing LOGSTOR UK Limited 100 Sales & Marketing
Huurre Iberica S.A. 100 Manufacturing Springvale Insulation Limited 100 Manufacturing
Kingspan AB 100 Sales & Marketing Kingspan Insulation LLC 100 Manufacturing
Kingspan BAGA AB 100 Manufacturing Kingspan Light & Air LLC 100 Manufacturing
LOGSTOR Sverige Holding AB 100 Sales & Marketing Morin Corporation 100 Manufacturing
Powerpipe Systems AB 100 Manufacturing Pre-insulated Metal Technologies Inc. 100 Manufacturing
Solatube International Inc. 100 Manufacturing
SWITZERLAND
Synthesia Technology Inc. 100 Manufacturing
Colt International (Schweiz) AG 100 Sales & Marketing
Tate Access Floors Inc. 100 Manufacturing
Kingspan GmbH 100 Sales & Marketing
LOGSTOR Schweiz AG 100 Sales & Marketing URUGUAY
Bromyros S.A. 51 Manufacturing
TURKEY
Kingspan Yapi Elemanlari A.S. 85 Manufacturing VIETNAM
Kingspan Company Limited 100 Sales & Marketing
186 - 187 Kingspan Group plc Annual Report & Financial Statements 2021 Financial Statements
5 Year Summary Aligned with our Planet Passionate
design: reddog.ie
strategy, we are committed to producing
an environmentally conscious Annual
Report. To reduce our environmental
RESULTS (AMOUNTS IN €M) 2021 2020 2019 2018 2017 impact, this report is printed on 100%
Revenue 6,497.0 4,576.0 4,659.1 4,372.5 3,668.1 recycled pre- and post-consumer waste,
Trading profit 754.8 508.2 497.1 445.2 377.5
Net profit before tax 689.0 459.7 454.4 404.9 346.5 forest-certified, carbon-balanced paper.
Operating cashflow 490.6 750.8 627.1 530.3 362.5
EQUITY (AMOUNTS IN €M) Recycling paper reduces waste that would otherwise
Gross assets 6,387.9 5,341.6 4,288.4 4,029.4 3,235.6 go to landfill. This, in turn, reduces the carbon based
Working capital 977.8 450.8 582.8 543.9 477.8 emissions that would have been released through landfill
Total shareholder equity 2,959.3 2,397.6 2,120.4 1,788.9 1,568.0 degradation. The effects of climate change and growing
Net debt 756.1 236.2 633.2 728.3 463.9 pressures on the planet’s limited resources necessitate
the move towards a low-carbon circular economy. Paper
RATIOS is a truly sustainable product, and recycled paper is an
Net debt as % of total absolute example of a circular product in action.
shareholders’ equity 25.5% 9.9% 29.9% 40.7% 29.6%
Current assets / current liabilities 1.80 2.21 1.66 1.59 1.65 Source: revivepaper.com
Net debt / EBITDA 0.88 0.40 1.09 1.40 1.05
Environmental Credentials
PAPER
Revive 100% recycled. See more at revivepaper.com
305.6
45.9
6,497.0
42.0
management.
4,659.1
4,576.0
206.2
508.2
4,372.5
204.6
497.1
Carbon balanced.
184.0
445.2
3,668.1
20.6
PRINT CREDENTIALS
13.0
2020
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