Intertek OAR22 Book2 Sustainability
Intertek OAR22 Book2 Sustainability
sustainability
report
intertek.com
Book one Book two Book three
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Achieving sustainability I would like to thank all our amazing Intertek people
excellence in 2022 for the incredible contribution they once again made
during 2022, leading by example in every operation.”
>
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enable and empower all our people to achieve which we operate. All whilst applying responsible business
sustainability excellence. practices and ‘Doing Business the Right Way’.
4. Why we do it
Quite simply, we are passionate about creating an ever better
world for future generations. Together, these four elements
4 > 3
collectively enable us to deliver against the fifth: Why we do it How we do it
1 2
We recognise the importance of determining and prioritising We have always understood our role in society as companies around Evaluating both the requirements of the TSA standards and our
the key sustainability topics relevant to the business and our the world have depended on us to help ensure the quality, safety material topics has helped to shape our sustainability strategy.
stakeholders. We assess material topics using social, environmental and sustainability of their products, processes and systems.
and financial criteria, taking into account the methodologies of Our core focus areas include: People and Culture; working with
AccountAbility’s AA1000 Principles, the GRI Standards, CDP, Engagement with our stakeholders plays a critical role in delivering our Customers; protecting the Environment; and supporting the
UN SDGs and SASB guidelines. long-term success. This dynamic process provides valuable insights Communities in which we operate.
which in turn enable us to align our sustainability initiatives, drive
Intertek supports the development of globally adopted progress against our Beyond Net Zero goals and prioritise our All whilst applying responsible business practices and ‘Doing
sustainability disclosure standards and will consider their impact focus areas. Business the Right Way’.
on our material topics in the future.
Read more about our engagement with key stakeholders Although less material, all other topics remain an essential part of
Recognising the dynamic nature of materiality, this process is on pages 52 to 62 our Ever Better approach and we systematically re-evaluate them
reviewed at least bi-annually to ensure that views and emerging to determine whether they have become more material to the
trends are being addressed by Intertek. organisation or our stakeholders.
We have addressed the material topics identified within our Read more detail on our focus areas on pages 8 and 9
focus areas.
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5 Implementation 6 Reporting
Sustainability is about more than protecting the planet. Taking Reporting on our sustainability performance indicators in a
a broader view on sustainability, we empower our local teams to consistent and accurate manner is essential to deliver transparency.
address solutions within their communities and create opportunities We recognise that corporate disclosure and transparency are key
to support a promising future for the next generation. catalysts for driving change.
Our Science-based
Our Sustainability Excellence Framework is underpinned by the We are committed to providing stakeholders with accurate and
highest standards of corporate governance, our systemic risk timely updates on our sustainability activities and performance
approach to Sustainability
management processes and our continued evaluation against and make every effort to produce a report that is balanced and Excellence is helping us
the TSA standards. transparent and meets their needs. to make progress and a
The following pages will demonstrate how we bring quality, safety positive difference in
and sustainability to life and provide our stakeholders with a the world."
transparent account of the progress we have made on the most
material sustainability issues the Group faced during 2022. Ida Woodger
Head of Sustainability
intertek.com/about/our-responsibility/
• Customer satisfaction
Culture •
•
Employee engagement
Voluntary permanent employee turnover
Customers • Operational Excellence
In action In action
• Emissions
Communities What we measure:
• Community projects
Decarbonise our • Energy Create positive • Environmental projects
• Waste • Education projects
business by 2050 impacts in the Engagement through #BBEB
Read more on pages 24 to 29 communities where
Why it matters:
we operate Why it matters:
In action In action
Sustainability performance
We truly value our people. We embrace With dedicated reporting each month for country and and controls to improve the health, safety and
diversity, inclusion and equality, and our business lines supplemented by inclusion in the 5x5 wellbeing of our colleagues.
analysis for every site, our global network of H&S
success is based on a culture of trust ‘Champions’ supports continuous improvement. By We are also committed to the continuous review,
among colleagues globally. improving our H&S communication network, we not monitoring and improvement of our H&S performance.
only have a known contact person in each country Our target remains for our TRIR to equal or be less
Our people bring exceptional technical skills,
and location but also a means of channelling and than 0.5. This target is part of the next phase of our
People
expertise and their passion and energy to our
sharing information and programmes globally. H&S cultural journey and supports our continued aim
business and in turn we must keep them safe and
to achieve zero lost time incidents.
engaged and offer them exciting personal growth
We continue to build an open and trust-based
opportunities.
and Culture
environment that reports and learns from safety Workplace mental health
risks and incidents. During 2022 we have seen levels At Intertek, we consider the health, safety and
Our People Strategy is all about energising our
of Hazard Observations and Near Misses increase, wellbeing including the mental health of our
colleagues to take our business to new heights.
reflecting increased levels of activity across our sites employees, clients and third parties connected
Employee engagement, human rights and worker
as well as greater awareness and reporting overall. with our business to be of paramount importance.
health and wellness are core to the long-term success
of our business. We strive for a sustainable workforce
Even if accidents or incidents occur, our safety During 2022 we have deepened the impact of our
that is stable, engaged and committed to the
culture, processes and mitigating actions have the Kindness programme through our workshops which
organisation, our goals and objectives. We respect
strength needed to ensure that no significant harm have now been run across all Intertek regions.
Our goal is to have fully and protect the rights of our people across operations
occurs, which is demonstrated by our progress of
and throughout our business relationships.
engaged employees working driving the Total Recordable Incident Rate down
7bps on 2021.
The programme covers six spaces to focus on during
this personal experience that will help each of us to
in a safe environment. Ensuring the health, safety and
wellbeing of our employees
make sure that we do the simple things that help build
The health and safety of our employees and our own personal strength and resilience – to help us
Through having fully engaged employees working
contractors are the utmost priority at Intertek. re-energise, boost our wellbeing and unleash our
in a safe environment will we be able to deliver our
All of our businesses have robust H&S training potential. We see these as the core areas of wellbeing.
TQA Customer Promise.
programmes during our induction/on-boarding
process, emergency responses procedures,
0.44
Our aim is to encourage a culture of proactive Health
intervention and reporting of hazard observations,
and Safety ('H&S') awareness, industry best practice
near misses and safety incidents. We continue to
and continuous improvement to increase H&S
provide appropriate personal protective equipment
performance globally. Our Group-wide ‘General Safe Total Recordable Incident Rate
and continually expand on existing programmes
Working Guidelines’ provide the basis for a common
and aligned H&S standard for all Intertek sites.
Group1 2022 2021 change
This includes a dedicated fire warden, first aider Hazard Observations 20,992 19,172 9%
and H&S representative at each location. These
representatives are empowered not only to Near Misses 3,328 3,044 9%
investigate incidents and implement preventative First Aid 789 1,043 (24%)
and corrective actions, but also to disseminate
safety information through training and targeting Lost Time Incidents 93 120 (23%)
continuous improvement.
Medical Treatment Incidents 96 101 (5%)
We firmly believe that to drive progress, the Fatalities 0 1 (1)
performance indicators we track must focus on
Total Recordable Incident Rate ('TRIR') 2
0.44 0.51 (7bps)
the diligent implementation of robust processes
and actions that lead to building a culture of 1. Data captured for the Group consists of individuals engaged through Intertek contracts of employment (full- and part-time and those on
fixed-term contracts of employment).
proactive H&S awareness.
2. Rate refers to the number of Lost Time Incidents, Medical Treatment Incidents and Fatalities occurring per 200,000 hours worked.
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Talent attraction, reward and recognition Talent management Reward and recognition
We reach out to prospective employees in a To seize the exciting growth opportunities arising Reward plays a key role in attracting, motivating In action
variety of ways, depending on location and role, in from our TQA value proposition, we continually and retaining talent. Intertek is compliant with Recognition across our regions
compliance with local regulations for fair recruitment invest in the growth of our people. We aim to hire, minimum wage and mandatory social contributions
practices and equal opportunities. We post vacancies inspire, engage and retain the best people to power requirements in all jurisdictions where we operate.
on our website and employ various ways of sourcing our 5x5 strategy, providing the skills to grow our
talented people. These include recruitment agencies, business. At Intertek, remuneration for all employees follows
social media, printed advertisements, employee the same policy and principles as for the senior
referrals, professional bodies and associations, With an ‘ever better’ mindset we encourage our executives. The Remuneration Committee has Celebrating exceptional performance
schools, colleges and universities. We are committed people to continuously learn new skills that help oversight of this. from our colleagues and teams across the
to recruiting talent local to our operations where advance their careers and deliver our TQA Customer Group is an important part of our Culture.
possible. To offer career growth and progression Promise. Our talent-planning process is critical to Read more about this on pages 80 to 86
within the Group, we seek wherever possible to our future success in delivering our strategy and During the year, we have had the chance to
fill vacancies from within the business first. fostering our Culture and Values throughout Intertek. We depend on local management to define and come together in Town Hall meetings, to
maintain competitive compensation practices honour outstanding individuals who contribute
intertek.com/careers The Board as a whole is responsible for ensuring that that appeal to both existing and future talent. positively and spread great energy to people all
appropriate human resources are in place to achieve All employees are remunerated in accordance with around us.
We fully recognise the importance of employee our long-term strategy and deliver sustainable local policies and guidelines. The remuneration
engagement in driving sustainable performance performance. Global talent and succession planning comprises elements which are fixed, and in some These events take place both in person and
for all stakeholders. In order to measure our for the Leadership Team are discussed regularly. cases, variable. The fixed elements are base salary virtually, connecting our colleagues across
employee engagement, we follow the Intertek and benefits including pensions, where applicable. the world.
ATIC Engagement Index which is based on the key In employment-related decisions, we comply with all The variable elements include incentives, both
drivers of sustainable value creation within our applicable anti-discrimination requirements in the short- and long-term. Our teams in Vietnam took the opportunity
differentiated ATIC business model, and which relevant jurisdictions. We have zero tolerance for to celebrate and reflect on outstanding
measures engagement on a monthly basis in every discrimination and harassment. Across the world, employees who are eligible for performance throughout the year. We are very
operation with the following metrics: Net Promoter a bonus follow the same metrics thus creating passionate about developing our people and
Score, Customer Retention, Quality, Voluntary alignment on our strategic goals throughout we strive to engage and energise all of them
Permanent Employee Turnover and Total Recordable the organisation. through operational excellence. Offering
Incident Rate. For 2022, our ATIC Engagement Index opportunities to grow, both personally and
score remained at the same level as 2021 with a professionally, in a collaborative environment,
score of 80. We believe engagement levels across Intertek is an accredited
through training and recognition.
the Group are high and our target is to achieve an Living Wage Employer
engagement index score of 90 moving forward. in the UK
Skills development The individual learning journey of each employee Inclusion, diversity and equality
As a provider of quality, safety and sustainability is supported with diverse learning opportunities In action
assurance services, Intertek relies on a skilled
workforce. We are committed to offering attractive
that are continually refined based on business
need, employee feedback, best practices, trends
Say hello to LUCIE – At Intertek, achieving ever better
performance depends on being
career development opportunities and believe in and new technologies. a new, improved constantly open to pioneering new
personal growth for every employee. We know that
when each of us is growing and developing, we move There are many programmes across the learning experience ideas that enable us to improve what
faster along our good-to-great journey. business, providing in-house and external learning we do and how we do it. For us, this
opportunities. We recognise the wide range of At Intertek, we seek to improve – means having an organisation that is
Over the years we have made great progress with sectors we support require different types of listening and acting on what we hear, truly diverse and inclusive.
our Leadership Development agenda as well as technical training, education and support. which helps us enhance the tools
enhancing the tools and applications available to We offer: and applications available to enable Intertek has a history that goes back over 130 years,
enable people to grow and succeed in their careers. our people to grow and succeed in evolving from the combined growth of a number
• apprenticeships; their careers. of innovative companies from around the globe.
We ensure that all employees receive adequate • internship programmes; Diversity has always been at the heart of who we
coaching, development and training to be fully • college degrees; Intertek’s bespoke Learning Management are and will continue to provide the power behind
competent to carry out their role. This is supported • professional qualifications; System ('LMS') has evolved. Our previous our success in the future. With team members from
by our many Group-wide programmes including • formal and informal workshops and seminars; and system, the '10X Way!', has become 'LUCIE' over 100 countries – all with different backgrounds,
talent planning processes, the 10X Journey that • coaching. ('Learning Universe Connecting Intertek cultures and beliefs – our diverse workforce makes
provides structure for individual growth planning, Expertise'). LUCIE is hosted by our very own us the leading company we are today.
our 10X Energies that help define winning During 2022, 213 of our leaders took part in our 10X award-winning learning platform Wisetail,
behaviours and ‘10X Way!’ training to help address Leadership programme. Across all other programmes To achieve the optimum mix of skills, backgrounds
bringing its world class expertise to our
key development and training needs. our employees engaged with and completed over and experience, workforce diversity needs to go
people's learning and development journey.
670,000 hours of training. beyond discussing the percentage of women to also
include other diversity indicators. As a business we
100%
LUCIE offers everything our traditional LMS
want to ensure that we have the right capabilities
provided, and much more. With a fresh new
to deliver our strategy. We recognise the value that
look, the platform will not only allow us to
individuals of different backgrounds and capabilities
remain compliant, but to be more connected
of our employees are offered, bring to the business.
and allow us to share ideas and resources
as a minimum, yearly discussions
across business lines globally. As with most Our diverse workforce helps us to understand,
on growth and development
projects of this nature, we transitioned to communicate and trade with our vast client base
LUCIE in phases across the organisation, through their understanding of local issues and
starting with the USA and Canada in cultures. They add value in assuring our services
February, followed by the rest of the are tailored to our customer needs, which underpins
Americas, EMEA and APAC in April 2022. sales growth, customer retention and satisfaction.
We demonstrate that we are an inclusive and
diverse global family by applying all employment
policies and practices in a way that is informed, fair
and objective. This covers all policies relating to
recruitment, promotion, reward, working conditions
and performance management. Our Inclusion and
Diversity policy facilitates a culture of inclusiveness
where people are able to perform at their best, where
their views, opinions and talents are respected,
harnessed and not discriminated against.
We are committed to maintaining the highest
standards of fairness, respect and safety.
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In action
Gender diversity In action
We are determined to develop and Successful year for North America Women’s Group Intertek Spain implements
retain more women in senior roles. a new equality plan
Our goals Our North America Women’s Group, one of our The group has held various ELLE! ('Empower Learn Our commitment to equality aligns with
Improving gender balance is critical for us. Employee Resource Groups, which aims to foster Lead Expand') Talks – featuring women leaders the UN’s 2030 Sustainable Development
We continue to focus on gender diversity by a diverse, inclusive workplace aligned with our within the business; invited guest speakers to talk Goals to 'achieve gender equality and
attracting, developing and retaining more Values has continued to grow through 2022. What on specific subjects – including managing personal empower all women and girls' and to
talented women, particularly at senior levels. started as a small gathering on a quarterly basis in finances during the pandemic – and piloted a 'promote sustained, inclusive and
Austin, Texas has grown to over 50 women successful mentoring programme. sustainable growth, full and productive
We continue to pursue our goal to increase the meeting once a month (virtually). employment and decent work for all'.
number of women in senior management roles
to 30% by 2025. In 2022, Intertek Spain committed to the
implementation and development of policies
50+
that integrate the equal treatment and
opportunities between women and men, as
Metrics and performance well as the promotion of measures to achieve
35%
women meeting real equality within the organisation. The
once a month main areas of action undertaken address
salary policy, training, employment and work
conditions, occupational health, work-life
of our global TQA Experts are women.
balance, the prevention of sexual harassment
by reason of gender, and the non-
discriminatory use of language in all
We ensure that men and women are paid equally
communications and advertising.
for doing equivalent roles and we are committed
to a number of measures to ensure we provide
an energising workplace, free of any gender bias,
where employees can flourish based on their talent
and effort.
20221 20211
To strengthen this, we ensure that our shortlists
Male Female Male Female
of external hire candidates have a balance of
gender diversity. Board 7 4 6 3
Executive Management Team (‘Exec’) 2
19 2 17 2
We remain committed to equality, and provide
flexible working where possible and provide Direct reports (‘DR’) 198 55 207 65
mentorship to women to address the gap in Combined: Exec + DR 217 57 224 67
gender numbers at senior levels.
All Employees 28,357 15,240 28,385 15,678
1. Data relating to the Board and all employees is as at 31 December and the Exec and DR as at 31 October of each year.
2. As defined by the FTSE Women Leaders Review. This comprises the CEO and his direct reports (N-1).
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In action
Around the world, Intertek colleagues experiences, and learn from each other: “I'm
celebrated International Women’s Day proud to be part of a diverse and inclusive
('IWD') on 8 March, 2022, and explored organisation that empowers women and gives
ways they could each help to us a chance to grow."
#breakthebias.
Intertek Cristal is a market leading global
Intertek Lintec’s marine services support the health, safety, quality, and security risk
world's shipping industry – an industry in which management business focused on the travel,
women are traditionally underrepresented. On tourism, and hospitality sectors. The company
International Women’s Day, we wanted to help celebrated International Women’s Day with a
#breakthebias by recognising the value that range of initiatives aimed at acknowledging
women bring to the marine community, the the contribution of women in the industry and
changes that are underway in the industry, and empowering women by highlighting the need
the fact that many more women now occupy for an inclusive work culture where women's
senior roles, many of them among our own careers flourish, and their achievements are
formidable team of women at Intertek Lintec. celebrated. This included celebrating the
contribution of inspirational women in the
At Intertek Bangladesh, female colleagues sector of travel, tourism, and hospitality, as
were greeted with flowers at the office well as the achievements of Cristal’s own
entrances by their male colleagues to mark inspirational women leaders.
International Women’s Day. Special events were
organised at both regional and local offices,
including the launch of a special video featuring
female colleagues sharing their own stories to I'm proud to be part of
highlight this year’s theme of #breakthebias – a
theme that was extended to colleagues across
a diverse and inclusive
South Asia in the days and weeks that followed. organisation that
empowers women
In Intertek's Middle East, North Africa and
Pakistan (MENAP) region, women from diverse and gives us a chance
backgrounds work across numerous different to grow."
departments and functions – in the field, in
laboratories, and in offices. This year we held Zeiba Rizvi,
IWD events that focused on breaking the bias, Finance Manager
women's rights and the importance of mental
health and self-care. Zeiba Rizvi, Finance
Manager at Intertek Inspec, believes that
International Women's Day is a great
opportunity to get together, share
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In action
Talent across all generations In action
We value all of our colleagues, Intertek Cristal win Reducing the skills gap and building
regardless of age, and have Employer of the Year Award employability among the young
practices in place to develop
and retain workers of all ages. Intertek Cristal were the worthy winners of
the SPS Stretch Employer of the Year award
after the committed and dedicated work over Intertek India is helping to create a between availability of skilled manpower and
the past few years in providing opportunities sustainable workforce of the future requirements of the industry. To help bridge this
Our goals
for young people to establish a career. They through a skill development initiative gap, and improve textile testing and quality
We will continue to develop proactive approaches
have had incredible success with the young for the country’s underprivileged youth. assurance, Intertek helped found a Textile
to recruitment to ensure we have an age-diverse
people placed with them and are worthy Technology Training ('T3') Centre in Tirupur in
and balanced employee age profile.
winners of this award out of over 220 With a widening skills gap in the labour force in partnership with Reviving Green Revolution Cell,
nominations. India and a youth unemployment rate above 50%, a Tata Trusts initiative in vocational training.
Intertek India is focusing on community welfare
Metrics and performance as part of its wider social responsibility vision to With Intertek's support, the T3 Centre offers
connect and build back ever better. Programmes free training to more than 600 youngsters in
60%
include health and hygiene, poverty alleviation, three certified courses for future lab technicians,
and education and skills development. One of our chemists, merchandisers, and customer executives.
recent initiatives has been the launch of a skills The three-year project will help socioeconomically
of our global TQA Experts development project in Tirupur, Tamil Nadu. disadvantaged youth – especially, women – secure
are under the age of 40. better job opportunities and gain professional
Even though the city is a well-known textile and empowerment.
garment hub with TIC labs, there is a mismatch
The technical expertise needed in many parts
of our complex business is acquired over several
years. This is reflected in the overall average age
of 39.
46
We believe that in order to create rapid, disabled and non-disabled colleagues.
system-level change specific to disability Collectively they are working on greater visibility Islander peoples. NAIDOC Week is celebrated by
inclusion and equity, we must actively seek of the current state of disability inclusion within all Australians and is a great opportunity to learn
out opportunities to collaborate with other Intertek, identifying training needs and goals. more about Aboriginal and Torres Strait Islander
different nationalities communities.
businesses who hold the same values and are
across our senior leadership
equally committed to affecting change.
We also recognise the gaps in the global We recognise that comprehensive diversity
business community's knowledge of employees monitoring is foundational to our diversity and
with disabilities and are supportive of the call for inclusion strategy, which lies at the heart of
greater visibility of the current state of affairs. our culture. We continue to monitor protected
We are looking to broaden the adoption and characteristics and to promote further
disclosure of relevant KPIs that will help to create transparency, particularly at senior level, have
a consistent and comparable baseline from which plans to update our diversity monitoring.
to measure progress on disability inclusion.
We have taken the first steps to assess the In addition to cultural diversity arising from
availability of data internally recognising the country of origin, we have plans to enhance
complexities of disability data and will progress our reporting on ethnicity.
this further in 2023.
Read more about the diversity of our Board on page 70
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Working
we conducted an average of 5,400 interviews Customer meetings
Capturing the right data each month.
to optimise operations
with our
Identifying and managing risks that can impact Accelerating positive sustainability impact
our service quality is key to ensuring customer We recognise the importance of sharing our own Emails and phone calls
satisfaction. Our 5x5 metrics tool and processes sustainability journey with our customer, partners
Customers
enable the collection and review of performance and local communities.
metrics across the areas of sales, customers,
people, finance and operational excellence that We actively engage with requests to support Web enquiry responses
are fundamental to disciplined performance individual sustainability and carbon performance
management. The 5x5 metrics provide every assessments, including EcoVadis and the CDP
Intertek site and team leader with 360º insight into Climate Change questionnaire.
Innovative sustainability their business to guide their decision-making and
Workshops and seminars
services have been core ultimately lead to superior business performance. This gives us the opportunity not just to meet the
demands of our investors and customers, but also
to our global business for Customer focus uncover risks and opportunities and track and
To become the most trusted partner for Quality benchmark our progress.
more than 100 years. Assurance, we have made a promise to our customers: Social media communications
Intertek TQA expertise, delivered consistently with We aim to collaborate as a trusted supply chain partner
precision, pace and passion, enabling our customers to deliver improvements in the areas most material over
to power ahead safely. the long-term and accelerate sustainability impacts.
We are here to help our stakeholders understand
Intertek has a strong focus on customers, at all levels sustainability, why it matters, and how to effectively
of the organisation, and our customer relationship integrate it within business.
management is integrated into our approach through
a key account management structure and dedicated
sales teams. Our Marketing & Sales Operations team
works closely with business lines and country
leadership to drive continued improvements across
marketing, sales and digital tools to ensure that
every aspect of customer engagement aligns with
Intertek Assuris launched Sustainability
our TQA Customer Promise.
Webinar series with over
Customer Promise
Intertek’s Total Quality Assurance expertise,
6,500
registrants over seven sessions
delivered consistently with precision, pace
and passion, enabling our customers to power
intertek.com/assuris/
ahead safely.
sustainability-matters-webinar-series/
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Ross McCluskey,
EVP Europe & Central Asia
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
In action In action
Client spotlight: tru Shrimp companies combine Taking part in the Great British Beach Clean
sustainability and safety
Intertek Alchemy is helping tru Shrimp They do all this with the help of Intertek Members of Intertek’s UK-based Energy & client Southern Water. Working alongside other
meet food and safety regulations and Alchemy, which provides a complete training, Water team and WSP UK Ltd participated in partners, Intertek’s expertise and experience
expediting audits by enabling the company reinforcement, and compliance solution that a beach clean event at Yaverland Beach on has helped Southern Water and the UK
to know and demonstrate employee assures their people have the right knowledge the Isle of Wight in September. Environment Agency develop the most
training histories. and confidence to do their jobs. The company appropriate and sustainable solutions to
has embedded training as part of its culture, and The beach clean event complemented Blue Sea improve water quality and protect public
Through its patented Tidal Basin™ technology, Intertek Alchemy is at the heart of that culture, Protection’s 'Great Nurdle Hunt', a foreshore health in the area.
the Minnesota-based start-up tru Shrimp grows providing leadership training courses, product survey that is conducted to determine the
mass quantities of shrimp in a controlled and safety training through Alchemy Coach, and prevalence of micro-plastics (specifically
environment with near-zero waste. They are the recent addition of Alchemy Playbook. nurdles) on the beach. Along a 100m stretch
leading the way in sustainable farming by of the beach, our team surveyed the 17.8kg
utilising every part of its shrimp to create three Playbook simplifies equipment and process of rubbish that were found and collected,
successful products: quality shrimp that is training so that tru Shrimp can quickly train uploading the resulting information to the
traceable, sustainable, and antibiotic-free; a part-time employees, including several Marine Conservation Society’s database for
healthy protein raw material for pet food; and people from a local group that places their Great British Beach Clean annual event.
chitosan, which is derived from shrimp shells for workers with disabilities. Although they
use in pharmaceuticals and medical products. are part-time, these employees undergo tru Yaverland Beach is one of many bathing
Shrimp’s complete training, including food water areas at which Intertek has conducted
Tru Shrimp’s technology grows shrimp in a safety procedures, PPE usage, and safety intensive bathing water compliance
controlled habitat that recreates the natural measures to prevent back injuries. assessments on behalf of our water utility
ocean currents, focusing on reducing stress and
creating an environment where shrimp can thrive
— enabling them to grow shrimp more effectively
than conventional pond methods. In addition, The Green Leaf mark for consumer goods
In action
the shallow water allows for vertical farming, helps companies communicate their
requiring less space to produce more shrimp. Green Leaf certification environmental claims with ease and
strengthens brand value strengthens their brand value to customers.
In action In action
Intertek Assuris experts are supporting our Where a drug has been identified that qualifies Contributing to the UK's goal of net zero Drawing on Intertek's knowledge and track record
clients in bringing existing and well-known for such a process, Intertek Assuris scientists Emissions by 2050 and providing more of long interconnector projects, we have been
drugs to new markets in shorter timespans. strategise, provide advice on, identify and consistent electricity generation from working closely with Xlinks to review marine cable
assess the literature for, and author, complete, Morocco's enhanced solar and wind routing, draft survey and technical specifications,
The development of new medicines can be a formal registration applications. These are resources. assist with survey procurement, technically review
long, multi-year process, typically involving submitted for regulatory review in countries tenders, and help acquire survey permits.
resource-intensive clinical trials. However, it is permitting this approach, including developing Intertek has been appointed by UK-based company
often possible to bring medicines to market countries, expediting access to much-needed Xlinks to provide Quality Assurance and technical Andy Page, Intertek Energy & Water's Site
more rapidly if they have been approved for medicines with a well-established history of advice on what will be the world's longest subsea Characterisation and Engineering Lead, affirmed:
use elsewhere. In this case, an abbreviated therapeutic benefit and safe use. cable between the UK and Morocco. There will be "We are delighted to continue and develop our
development pathway can be followed, making four subsea cables, each approximately 3,800 km support to Xlinks on this industry-leading project,
use of available published information while long, in twin 1.8 gigawatt cable systems, that will assisting with the realisation of this globally
drastically reducing the scale and number of exclusively connect substantial solar and onshore important renewable energy scheme. Intertek
clinical studies needed to support the wind energy facilities in Morocco with the UK Energy & Water bring a wealth of technical
registration application. power grid. expertise and experience, and we look forward to
building on our track record of assuring quality and
safety in the development of long-distance HVDC
interconnectors."
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
In action In action
In recent years, Jiangsu Zhongyuan As part of these efforts, Intertek Greater China Caleb Brett’s Environmental Laboratory
Industrial Group Co. Ltd. ('Zhongyuan Group') has awarded its Green Leaf Label certification to in India is promoting sustainability
has been focusing on the issue of plastic Recoyarns under Zhongyuan Group. The cradle-to- through its industry-leading standards
pollution in the ocean. They have been door Global Warming Potential, Cumulative Energy of environmental testing and innovation.
working to promote the recycling of plastics Demand and Water Consumption of Recoyarns
on all continents to participate the recycled polyester chip and recycled polyester When the Indian Government banned all
environmental protection cause worldwide. fibres were evaluated by Intertek. This showed Single Use Plastics – with the exception of
that their recycled polyester chips and fibres have biodegradable and compostable plastics –
It is also among the first in China to explore the superior environmental benefits compared to from the market, Intertek India's Caleb
field of sustainable renewable chemical fibres. native fibres. Brett Environmental Laboratory in Mumbai
Designing and developing 100% renewable responded swiftly. We expanded our
chemical fibres, Zhongyuan has become the existing biodegradability services to include
largest enterprise producing recycled polyester additional ASTM, ISO, and OECD standards, to
in China since 2020. help businesses comply with the implications
of all waste management regulations. The
Laboratory followed this by acquiring BIS
accreditation for IS 17899 T:2022 and IS/ISO
17088:2021 testing of biodegradability, as
well as the Biodegradable Products Institute
stamp of approval.
In action In action
Safe use of recycled plastics for packaging Intertek’s Government and Trade Services ('GTS')
driving sustainable trade
GTS works with governments, standards We have also been playing a pivotal role in
Intertek supports the full supply chain This is applied on a process-by-process basis, authorities, and others involved in supporting Pakistan's renewable energy goals
involved in producing recycled materials requiring strict documentation preparation and international trade to improve the quality and low-carbon economy through the
for food, cosmetics and medical packaging. analytical testing. Intertek offers the Challenge and safety of goods traded across implementation of Conformity Certification
Testing Program in collaboration with Intertek international markets. Services. GTS India has been working with
The global need for recycled plastics is growing, Assuris (US, China and France), Petroleum Lab, e-commerce clients to improve waste
being driven by consumer demand to minimise the and Intertek Analytical Laboratories. In addition, Countries without conformity assessment management, increase recycling and provide
environmental impact of plastic materials, as well Intertek Assuris has developed a process for food, programmes can face devastating options for customers who trade online to reuse,
as tighter global regulations and the global cost of cosmetics and medical corporations to help them environmental risks due to poor quality or short repair and recycle their products. And GTS
oil production. select the recycled plastics that best meet their life span goods. Refrigeration equipment can Colombia is working with importers and
product packaging performance requirements, leak toxic gases, poor quality batteries leak exporters of batteries, covering 85% of the
The US FDA and EU EFSA regulations require comply with all government regulations and have acid, and corroded cans leak oil and chemicals Colombian market and checking that the levels
specific tests including the Challenge Test to been proven safe for their intended use. into water supplies. of mercury cadmium adhere to market standards.
ensure the efficacy of the recycling process.
GTS partners with governmental departments GTS carries out control processes related to
and direct clients to improve the sustainability of the re-treading of used tires, which are aligned
these types of products. For example, we formed with ongoing control efforts that are being
a partnership with VeraSol, a global Quality developed by the Ministry of Production,
Assurance programme for off-grid solar products, Foreign Trade, Investment and Fisheries and
to ensure these products are high-performing, the governing body in Circular Economy in
safe, and durable for millions of consumers in Ecuador, promoting the recycling of resources
Africa that have no or limited access to modern and the efficient use.
energy. Through this partnership, Intertek GTS
help promote the growth of clean, affordable, Ministerial Agreement No. 098, issued by
modern energy in Africa. MAATE, establishes re-treading as an obligation
in disposal processes, establishing Intertek as a
fundamental player by ensuring the compliance
with this provision, also contributing to the
reduction of imports and environmental pollution
caused by tyres that end up in landfills.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
In action
We are working with a UK-based agricultural When IAG started looking for a partner to help
technology company, Innovation Agritech develop their sustainability strategy, they turned
Group ('IAG'), that provides cutting-edge to SAI Global. According to IAG, the service they
solutions to complement the traditional received from SAI Global was both efficient and
challenges of farming. reassuring. It has aided them to place more focus
on sustainability and environmental protection,
IAG’s patented vertical farming solution, The which are critical aspects of vertical farming.
GrowFrame™ 360, challenges some of the biggest The environmental management plan they have
issues facing modern farming: sustainability and created using the Red Tractor framework and
food security. With the collaboration of an expert guidelines has enabled them to protect their own
team, the company has developed and designed farm environment, as well as find available spaces
indoor aeroponic growing techniques. Their for alternative, sustainable energy sources.
technology allows growers to not only produce an
extensive variety of fresh produce, including leafy Intertek SAI Global, in collaboration with IAG, DEFRA
greens and herbs but also a range of potential and the National Federation of Young Farmers
medicinal and cosmetic crops. The technology Clubs, has developed a suite of educational videos
allows fresh produce to be grown closer to their designed to help young farmers prepare for the
consumer. The Growframe™ 360 can be housed future using the beneficial tools of farm assurance.
in purpose built farms or placed in repurposed
buildings which reduces the carbon footprint and Watch here: www.nfyfc.org.uk/farmassurance
minimises environmental pollution and damage to
the environment.
Environment
which outlines the commitments we adhere to. As a multinational company, we recognise that,
We recognise the critical role that the private sector Our operations apply a precautionary approach and although our own operations may not be as energy
plays in tackling the climate crisis, providing comply with all applicable environmental regulations intensive or resource depleting as other industries,
innovative solutions, reducing Greenhouse Gas and permits. good management of the relevant and material
('GHG') emissions and setting ambitious targets. topics is critical to protect the environment.
Thereby helping to drive the transition to a Environmental management systems support
low-carbon economy. our operations to meet environmental protection Our activities around the world are diversified
standards, comply with legislation and improve across both laboratories and offices. Carbon
reporting and transparency. We have implemented emissions are our biggest environmental impact, and
ISO 14001and/or ISO45001 across 112 of our sites. through continual monitoring and assessment of our
operations, we are now able to apply more targeted
actions on the reduction of our carbon footprint,
All of us have a with particular focus on energy efficiencies and
responsibility to protect operational excellence.
the future of our planet. The energy we use in our laboratories and offices
continues to be the largest contributor to our carbon
Our goal is to footprint, making it a priority in our environmental
agenda.
decarbonise our
To make real change happen, we believe that all
business by 2050. our people need to have ownership of their carbon
footprint and be empowered and inspired to take
ambitious actions to reduce it – putting our
Sustainability Excellence approach into action.
Across all scopes: Awareness and training for employees, customers and suppliers on climate change
26 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Our progress and performance and replace with lower-emissions options when the
At Intertek, we take an ‘ever better’ approach to existing contracts come to an end. We continue to In action
ensure that our data is wholly accurate and consistent
year-on-year. Data collection continues to improve,
monitor the developments in infrastructure across
other regions.
Intertek Thailand drive to efficient waste management
with over 130 users adding site-level data every
month to our Global Sustainability Environmental We are committed to improving employee commuting
software platform. to and from work by encouraging the use of
eco-friendly transport systems (such as car-pooling,
Our annual environmental reporting cycle ran from cycling, walking, using public transport) and by Since November 2021, Intertek Thailand have now partnered with Recycle Day Thailand,
1 October 2021 to 30 September 2022. Intertek’s subsidising mobility solutions. For example, in our has encouraged colleagues to donate their a professional waste management organisation
reporting complies with the methodologies outlined Greater China region, we provided shuttle services PET bottles for recycling into PPE suits for which promotes waste separation and helps to
by the GHG Protocol ‘Corporate Accounting and for employees commuting between their workplaces medical teams to help prevent infection. reduce the amount of difficult-to-dispose-of
Reporting Standard’, ISO 140064-1 and the UK and nearby strategic points. solid waste from the source. This project also
Government’s ‘Environmental Reporting Guidelines: The project has been well received and to date, encourages our staff and their families to take part
including mandatory Greenhouse Gas emissions During 2022, we improved the accuracy and colleagues have helped to collect more than 50kg in waste management to improve the environment.
reporting guidance’. Further details on our measurement of the associated GHG emissions of PET bottles, which will be turned into more than At the end of Q2 more then 295kg of recycled
methodology for reporting and the criteria used can from employees’ business travel by air. We recognise 185 PPE suits. On their continued journey they waste was collected which reduced 611kg of CO2.
be found within our Basis of Reporting document. that emissions from air travel are a significant
environmental impact of business travel.
Our Basis of Reporting document is available on our
We have reviewed existing travel policies to ensure
website at intertek.com/about/our-responsibility
they remain appropriate for our business need and
take the environmental impacts into consideration.
We drive actions country by country and site by site,
with monthly performance reviews by management. Empowering employees to take action
Our site-level assessments for self-generation of We see our 43,500 colleagues in 100 countries
electricity in several countries led to the successful working with 400,000 clients, talking to millions of
installation of nine PV projects across South Asia. As other colleagues and friends and family, inspiring
part of our action plans further projects are being the world to take sustainability seriously.
evaluated for future implementation.
Empowering our employees to take action is an
In 2022, in addition to self-generating a portion of our integral part of meeting the challenges we face.
electricity to meet our energy needs, we reduced our
Scope 2 carbon emissions by purchasing electricity We emphasise learning and doing, so all of our net
from verified renewable sources in various sites across zero champions as well as our Finance leadership,
all our regions. We have also carried out further energy have participated in workshops to understand our
audits and continue to assess replacement equipment activities and their impact on the climate, their role
for energy efficiencies, as appropriate. in taking action and the science behind our targets.
In the UK, we moved to a new arrangement to We are developing more programmes, leveraging our
purchase renewable electricity, backed by Renewable new LUCIE platform, to reach all of our colleagues.
Energy Guarantees of Origin certificates which are
traceable to the source.
Scope 2 Indirect GHG emissions Emissions from the purchase of electricity, heat and steam Global 113,823 122,036 128,693
purchased for our use (location-based)
of which UK 2,325 2,670
Emissions from the purchase of electricity, heat and steam Global 102,066 122,147 133,860
purchased for our use (market-based)
of which UK 531 488
Scope 3 Employee Business Travel (Air travel only) 4 Global 12,555 5,771 25,849
of which UK 813 49
Employee Commuting Global 33,590 36,777 67,101
of which UK 1,351 1,112
Fuel- and Energy-Related Activities Not Included in Scope 1 Global 7,069 7,068 7,669
or Scope 2
of which UK 213 236
Global energy use by source (MWh) 2022 2021 1. Renewable electricity at site level is consumed from green
tarifs and self-generation (solar panels).
Standard electricity 218,304 247,741 2. UK portion of total energy use was 7% (2021: 6.4%).
Independent assurance EY’s responsibilities Consequently, the level of assurance obtained in 3. Assessed whether site and business-level data
Our responsibility is to express a conclusion on the a limited assurance engagement is substantially have been accurately collated by Intertek
statement to the Directors presentation of the Subject Matter based on the lower than the assurance that would have been management at a Global level, and whether there
of Intertek Group plc evidence we have obtained. obtained had a reasonable assurance engagement is supporting information for the data reported
been performed. Our procedures were designed to by sites and businesses in the Group to Intertek
Scope We conducted our engagement in accordance obtain a limited level of assurance on which to base management at a Global level.
We have been engaged by Intertek Group plc with the International Standard for Assurance our conclusion and do not provide all the evidence 4. Challenged the validation and collation processes
(“Intertek”) to perform a ‘limited assurance Engagements Other Than Audits or Reviews of that would be required to provide a reasonable level undertaken by Intertek management in relation to
engagement,’ as defined by International Standards Historical Financial Information (‘ISAE 3000’), and of assurance. the Subject Matter.
on Assurance Engagements, here after referred to as the terms of reference for this engagement as 5. Reperformed calculations to check the accuracy
“the engagement”, to report on selected greenhouse agreed with Intertek Group plc on 14 October 2022. Although we considered the effectiveness of of the Subject Matter reported and the data
gas performance data (the “Subject Matter”) on Those standards require that we plan and perform management’s internal controls when determining collation processes.
pages 26 and 27 in Book two of Intertek’s Annual our engagement to obtain limited assurance about the nature and extent of our procedures, our 6. Tested underlying documentation for a sample,
Report & Accounts 2022 (collectively referred to whether, in all material respects, the Subject Matter assurance engagement was not designed to provide based on professional judgement, of site-level
as the "Report”): is presented in accordance with the Criteria, and to assurance on internal controls. Our procedures did data points to determine the accuracy and
issue a report. The nature, timing, and extent of the not include testing controls or performing procedures completeness of data points.
The Subject Matter comprises the following data procedures selected depend on our judgments, relating to checking aggregation or calculation of 7. Examined the Report for the appropriate
sets in the Report regarding the sustainability including an assessment of the risk of material data within IT systems. presentation of the Subject Matter, including the
performance of Intertek Group plc: misstatement, whether due to fraud or error. discussion of limitations and assumptions relating
• Greenhouse gas emissions – Scope 1; The Greenhouse Gas quantification process is to the data presented.
• Greenhouse gas emissions – Scope 2; We believe that the evidence obtained is sufficient subject to scientific uncertainty, which arises
and appropriate to provide a basis for our limited because of incomplete scientific knowledge We also performed such other procedures as we
• Greenhouse gas emissions – Scope 3
assurance conclusions. about the measurement of GHGs. Additionally, considered necessary in the circumstances.
• Fuel and energy related activities
• Employee commuting GHG procedures are subject to estimation (or
Conclusion
• Business travel Our independence and quality control measurement) uncertainty resulting from the
Based on our procedures and the evidence obtained,
• Greenhouse gas emissions – intensity ratio. We have maintained our independence and confirm measurement and calculation processes used to
we are not aware of any material modifications that
that we have met the requirements of the Code of quantify emissions within the bounds of existing
should be made to the Subject Matter for the period
Other than as described in the preceding paragraph, Ethics for Professional Accountants issued by the scientific knowledge.
1st October 2021 to 30th September 2022, in order
which sets out the scope of our engagement, we did International Ethics Standards Board for Accountants
for it to be in accordance with (or based on) the Criteria.
not perform assurance procedures on the remaining and have the required competencies and experience A limited assurance engagement consists of making
to conduct this assurance engagement. enquiries, primarily of persons responsible for preparing
information included in the Report, and accordingly, Use of our Assurance Statement
we do not express a conclusion on this information. the Subject Matter and related information, and We disclaim any assumption of responsibility for any
EY also applies International Standard on Quality applying analytical and other appropriate procedures. reliance on this assurance report or its conclusions
Criteria applied by Intertek Control1, Quality Control for Firms that Perform to any persons other than Intertek, or for any
In preparing the Subject Matter, Intertek applied the Audits and Reviews of Financial Statements, and The procedures we performed were based on our purpose other than that for which it was prepared.
methodology as described in the document Basis of Other Assurance and Related Services Engagements, professional judgement and included the steps Accordingly, we accept no liability whatsoever,
Reporting – GHG Emissions (the “Criteria”). and accordingly maintains a comprehensive system outlined below: whether in contract, tort or otherwise, to any third
of quality control including documented policies 1. Assessed whether all material data sources have party for any consequences of the use or misuse
Intertek’s responsibilities and procedures regarding compliance with ethical been included and that boundary definitions, of this assurance report or its conclusions.
Intertek’s management is responsible for selecting requirements, professional standards and applicable (referenced in pages 26 and 27 of the Report
the Criteria, and for presenting the Subject Matter in legal and regulatory requirements. and outlined in the Basis of Reporting), have Ernst & Young LLP
accordance with that Criteria, in all material respects. been appropriately interpreted and applied. London
This responsibility includes establishing and Description of procedures performed 2. Assessed whether the Intertek scope and 27 February 2023
maintaining internal controls, maintaining adequate Procedures performed in a limited assurance definitions, (referenced in pages 26 and 27
records and making estimates that are relevant to engagement vary in nature and timing from and of the Report and outlined in the Basis of
are less in extent than for a reasonable assurance Reporting), for the Subject Matter have been 1. International Federation of the Accountants’ International
the preparation of the Subject Matter, such that it is Standard for Assurance Engagements (ISAE3000) Revised,
free from material misstatement, whether due to engagement. consistently applied to the data. Assurance Engagements Other Than Audits or Reviews of
fraud or error. Historical Financial Information.
29 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
In action In action
Over 100
Community projects our employees
Intertek and GAIN help
combat malnutrition
The buzz around
sustainable honey
participated in focusing on education,
giving back to local communities and Intertek Food Services team partnered with In 2022, Intertek Food Services offered
preserving our environment the Global Alliance for Improved Nutrition, a limited release of The Hive, a social
who tackle malnutrition in developing community for the honey industry to share
countries by transforming food systems, ideas, trends, and best practices. A driving
13,710
working with governments, international purpose of The Hive is to guide a sustainable
agencies, NGOs and the private sector. approach to the growth of the honey industry
Intertek Food Services provides audit, by mitigating fraud, promoting responsible
hours volunteered to support inspection, and testing services to assure the apiary practices, and keeping consumers safe
community projects quality of affordable, vitamin-rich premix when they purchase honey products and
blends which are used globally to help fight pharmaceuticals.
malnutrition.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Intertek People Assurance Turning electronic waste UK colleagues participate in Ever Better Day
working for social good into social good
Colleagues across Intertek Wisetail, Intertek France's IT department has This year, our colleague volunteering days Alana Milne, Key Account Manager in our E&P
Intertek Catalyst and Intertek Alchemy set up a partnership with the French in the UK (known as Ever Better Days) have team, spent her Ever Better Day supporting
have all been engaged in work this year charitable association Les Restos du supported various Science, Technology, TechFest, a Scottish charity that runs STEM
to improve the environment and improve Coeur to help us dismantle and reprocess Engineering and Mathematics ('STEM') events and activities for young people and the
people’s lives. our IT waste. initiatives, community regeneration and wider community. Alana was proud to volunteer
community groups. to help with TechFest’s annual festival of
Many of our Intertek Wisetail employees Les Restos du Coeur is dedicated to fighting Science, Technology, Engineering and
have spent some of their time volunteering against poverty and all forms of exclusion in Across our 50+ sites in the UK, our colleagues Mathematics. The week-long event included
to support local conservation projects, or France. The association looks to help and assist have always been passionate about supporting a diverse range of interactive activities and
simply picking up trash in their local parks. the most impoverished in society, but in broader their local communities and making them a events with presentations, workshops and
At Intertek Catalyst, we held our 8th annual terms, they are there to help everyone in need. better place. That’s why we introduced the speakers covering topics from ‘how to make
Creative Day for Social Good, where almost We are working with them to help turn our Ever Better Day in 2020, giving each of our ice-cream’ to ‘who polluted the river.’
100 volunteers and design students electronic waste into social good. That’s why UK colleagues the opportunity to spend a day
gathered to provide 11 charities from across in 2022 we sent our old mobile phones to the volunteering and giving back to a cause or Joyce Moore, PPE Technical Manager in our
the country with professional marketing Yvelines Integration Centre managed by Les community that’s important to them. Softlines team, recently completed her Ever
materials at no cost to them. During the Restos du Coeur. The old phones will be Better Day volunteering with her local Girl
year, the Intertek Catalyst Leadership reprocessed and recycled where possible, Jonathan Berry, Marketing Business Partner, Guides. Along with two other adults, Joyce
Team were all certified in Mental Health making a contribution to the work done by Transportation Technologies, used his Ever took a group of 15 girls aged between ten
First Aid through the Mental Health Les Restos du Coeur. We are now looking to Better Day to be the live sound engineer and 13 on a water camp at Leicester Outdoors
Commission of Canada to help them extend this approach to electronic waste for Sutton’s Trinity Scout and Guide Group’s Pursuit Centre. There were around 220 girls
better support our people. reprocessing across all our French offices ‘Trinity Gang Show’ performance. The show there, taking part in a range of activities
and to other equipment. raises money for the local Guiding and Scouting including raft building, canoeing, bell boating,
And our Intertek Alchemy team in Austin, groups, funding minibuses which take the kayaking, bushcraft, climbing, high ropes,
Texas, demonstrated that green business children to camps and residential weekends archery and crafts.
is good business. They took part in the throughout the year. Over three performances,
Austin Green Business Leaders Program, the show generated £3,700 from ticket sales,
which helps businesses get recognised for refreshments and video sales.
their contribution to the community,
addressing the climate crisis and protecting
the environment. Businesses that excel in
the programme are formally recognised as
Silver, Gold, or Platinum Green Business
Leaders, giving them a competitive edge with
customers. We were delighted that Intertek
Alchemy achieved a Gold rating in this year’s
programme.
33 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Doing Business the Right Way Public policy Intertek employees or people acting on Intertek’s If a report is made to the hotline, it is followed up by
We interact with trade associations and behalf are responsible for applying the Code in their Intertek’s Compliance officers. Our Group Compliance
We continue to develop a best practice compliance
governmental authorities to provide input into own job role, their part of the business and location. function, which is independent of our operational
programme to ensure Intertek operates with the
industry and regulatory improvements in product Every year, to support the continuing understanding businesses and reports directly to our Group General
highest standards of compliance and ethical business
safety, quality and risk assurance. Any interactions in this area, all of our people are required to complete Counsel, fully investigates all reports received.
practices, including through our supply chain partners.
with governments, governmental authorities or our comprehensive training course.
regulators are reviewed by our Group Legal & Risk Provided there is no conflict of interest, all reports
We are committed to maintaining the total
functions to ensure that we comply fully with all This training covers the Code and other important are also notified immediately to our Group Ethics &
confidence of our stakeholders. One of the Group’s
laws and regulations. professional conduct areas, such as data security and Compliance Committee, which consists of our CEO,
primary business objectives is to help our customers
operational controls. When completing the training, all CFO, EVP for HR and Group General Counsel. This
meet quality standards for virtually any market in
Ethics, integrity and professional conduct employees are required to sign a certificate confirming ensures the effective resolution both of individual
the world and protect them against risk by ensuring
Our commitment to the highest standards of their understanding that any breaches of the Code issues and of any systemic or process improvements
compliance with local, national and international laws.
integrity and professional ethics is embedded in will result in disciplinary action that may include that can be made to address them.
the Group’s culture through the integrity principles summary dismissal of the employee concerned.
The accuracy and validity of reports and certificates
set out in our Code of Ethics (‘Code’). It sets clear During 2022, 91 reports of non-compliance
that we provide are therefore important factors
expectations that people working for our business Whistleblowing hotline with the Code were made to our hotline. Of
which contribute to our success. Integral to this is
must act at all times with integrity and in an open, To empower our people and stakeholders to voice those reports, 24 were substantiated or partially
‘Doing Business the Right Way’; our internal risk,
honest, ethical and socially responsible manner. any concerns about breaches of the Code or any substantiated and required remedial action. Of
control, compliance and quality programme.
The Code also covers health and safety, anti-bribery, of our policies (including our Labour and Human those substantiated claims:
anti-competitive practices, labour and human rights. Rights Policy and Modern Slavery Policy), we have • there were no substantiated grievances relating
Our compliance programme ensures:
The Board, as a whole, oversees the implementation a well-publicised hotline which can be used by all to human rights, labour practices or societal
• that our people have the processes, tools and
of human rights commitments and supports human employees, contractors and others representing impact breaches;
training they need, and work to ensure a safe
rights as defined in the Code. Intertek, or by third parties such as our customers • there were no environmental incidents;
and inclusive environment;
or people who are affected by our operations. • there were no anti-trust incidents reported;
• the services we provide and the contracts we
We have a culture in which all issues relevant to our • there were no reported violations of the rights
enter into are delivered with integrity and in line
professional conduct and the Code can be raised and This whistleblowing hotline is run by an independent, of indigenous people; and
with our commitment to Total Quality;
discussed openly without recrimination. We operate external provider. It is multi-language and is • there were no cases of discrimination.
• every colleague commits to the highest standards
a strict zero-tolerance policy regarding any breach accessible by phone and by email 24 hours a day.
of professional conduct; and
of our Code and any behaviour that fails to meet our Those concerned are encouraged to report any Six confirmed incidents were identified through
• we deliver sustainable growth by managing our
expected standards of integrity as a trusted leader conduct, compliance, integrity or ethical concerns our hotline where employees were disciplined or
risks and doing the right thing for the longer term.
in the Quality Assurance industry. using the hotline. Information posters are present dismissed due to non-compliance with our
in all of our sites. anti-corruption policy.
Internal Audit is responsible for reviewing and
To support this policy in action, all people working for,
assessing Intertek’s business processes and provides
or on behalf of, Intertek are required to sign the Code
independent and objective assurance and advice that
upon joining the Group or before commencing work on
adds value and improves our internal control systems
our behalf. This confirms their acceptance of the high
and operations.
standards expected of them in all business dealings.
100%
of our colleagues are required to
complete our Code of Ethics training
35 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
>
As a step in this direction, we launched a pilot We believe that all our people and all our customers
>
and improved margins. However, our supply chain is
programme in 2022 conducting sustainability have the right to data privacy, and so we have
quite diverse and geographically dispersed, and our
specific due diligence through a self-assessment
risk-based adopted the best practices and standards set out
procurement teams need to find regional and local
and documentation review. Recover
security Detect
in the General Data Protection Regulation (‘GDPR’)
suppliers. Through structured sourcing processes,
we select the best option for us while continuing to framework across all of our markets and operations, and in
Going forward we will be looking at the relation to all individuals whose personal data we
support local suppliers that meet our business and
environmental attributes of different procurement obtain and use (not just individuals in the EEA).
sustainability requirements. Selecting regional and
categories and investigating if we can already take
>
>
local suppliers, where appropriate, demonstrates our
steps to choose our suppliers based on their Our Group Data Protection Policy is aligned with
commitment to supporting the communities in which Respond
environmental and climate performance. the GDPR requirements to set out the minimum
we operate.
data protection standards we apply throughout
Our Sustainable Procurement policy is available our operations so that we use all personal data
at intertek.com/about/our-responsibility transparently, fairly and securely.
Identify
We develop a clear organisational understanding
To ensure implementation, and to remain
of risks to our systems, people and data, enabling
uncompromising on Quality and Compliance, our Core
us to prioritise efforts that are consistent with our
Mandatory Controls framework forms the mechanism
risk management strategy and business needs.
to define, monitor and achieve consistently high
standards. Control and oversight is provided through
Protect
our CyberSecurity Team, Group Legal & Compliance
We put in place appropriate safeguards to ensure
and the Internal Audit team. We have mandatory
delivery of critical services, including access control,
training on data privacy for all employees and global
staff awareness and training, and data security.
data breach response processes.
These safeguards support our ability to limit or
contain the impact of potential events.
36 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
directors'
31 December 2022 in Book two and Book three.
report
This report has been Chairman's introduction Evaluation, Composition Board promise
prepared in order to to Corporate Governance and Succession
We recognise our responsibility to
1
provide all stakeholders 38 Chairman's letter 65 Board evaluation
all stakeholders and will strive to ask
40 Board of Directors 67 Board appointments
with a comprehensive the questions that matter and make
43 Direct reports to the CEO 70 Board skills, experience and knowledge the right decisions.
understanding of
how our governance Board Leadership Audit, Risk and Internal Control
framework supports our and Company Purpose We will be forward looking and use
2
72 F
inancial reporting; external auditor
our diverse perspectives and insights to
Science-based Customer 44 Effective and entrepreneurial Board and internal audit
promote Intertek’s Purpose of bringing
Excellence approach.” 44 Purpose, values, strategy and culture 75 F
air, balanced and understandable Quality, Safety and Sustainability to life.
47 Governance framework and Board assessment
Andrew Martin 76 Internal financial controls; risk management
activities in 2022
Chairman We will inspire our people to
3
52 Stakeholder relations
Remuneration take client relationships and our
53 Workforce engagement
performance to greater heights and
62 Investor and shareholder engagement 78 L
inking remuneration with purpose, to create sustainable growth for all.
values and strategy
Division of Responsibilities 80 Remuneration Policy
63 Roles and responsibilities 94 P
erformance outcomes for 2022
64 Independence
64 External commitments and
conflicts of interest
37 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Governance structure
We are deeply committed to our
sustainability agenda. Underpinning
the delivery of our sustainability Board
strategy is a strong governance
structure, to deliver sustainable
value for all our stakeholders,
in particular our customers, Nomination Committee Audit Committee Remuneration Committee
employees, shareholders,
regulators and communities.
Our Board of Directors is responsible for the
overall stewardship of the Group and delivery against
strategy, through our Leadership Team. This includes Leadership Team
setting our Purpose, Values and standards.
Chairman's introduction
Dear shareholder Our cash performance remained strong enabling
We began 2022 looking forward to a period of us to invest in growth initiatives and respond to
recovery as we emerged from the worst of the client demands. We continued to devote funds
pandemic. However, it turned out to be a year to innovation and I would like to highlight three
of considerable instability with continuing that once again demonstrate our focus on
On behalf of the Board, I would like to express our reverberations from Covid-19, particularly in sustainability and how we are developing
appreciation to the entire workforce. The strength China, economic headwinds, conflict in Ukraine services aligned with our Purpose and mission.
and unprecedented levels of inflation. First, CircularAssure, a programme of assurance,
of the business reflects their incredible hard work testing and certification services helping plastics
and commitment." Against this challenging backdrop, my Board companies move towards a circular economy;
colleagues and I are very proud of what our second, the Think Green Initiative audit
people have achieved. With a culture focused programme that is part of our commitment to
on our Purpose of ‘Bringing quality, safety and assisting companies to tackle climate change;
sustainability to life’ and led by a management and third, Intertek Hydrogen, which provides
team dedicated to growth and strategic end-to-end quality, safety and sustainability
Andrew Martin execution in a market with attractive assurance across the entire hydrogen value chain.
Chairman fundamentals, our proven business model
delivered 2022 revenues of £3.2bn, up 14.6% SAI Global Assurance, the leading provider of
at actual rates on 2021 and higher than assurance services acquired in 2021, is now fully
pre-Covid levels recorded in 2019. integrated and made a significant contribution
to performance. In 2022, we were pleased to
During and since the pandemic, we have been welcome Clean Energy Associates, which brings
very cognisant of the importance of supporting important new capabilities and additional
our great people and, in turn, continuing to capacity providing assurance services in the solar
provide best-in-class services to our clients. energy and energy storage markets to support
Although we saw some pressure on margins our customer offering in the World of Energy.
because of the rapid increase in inflation and
the Covid-induced shutdown of our Chinese We have retained our financial discipline: our
business, we are delighted at how the business balance sheet remains strong with net debt
has performed. of £738m while our return on capital for 2022
was 18%.
1 Andrew Martin
Chairman 2 André Lacroix
Chief Executive Officer 3 Jonathan Timmis
Chief Financial Officer
Appointed to the Board in May 2016; Appointed to the Board in May 2015 Appointed to the Board in April 2021
appointed Chairman in January 2021
Current principal external appointments: Current principal external appointments: Current principal external appointments:
Non-Executive Chairman of Hays plc and a Non-Executive None. None.
Director of the John Lewis Partnership Board.
4 Graham Allan
Senior Independent Non-Executive Director 5 Gurnek Bains
Non-Executive Director 6 Lynda Clarizio
Non-Executive Director 7 Tamara Ingram OBE
Non-Executive Director
Appointed to the Board in October 2017 Appointed to the Board in July 2017 Appointed to the Board in March 2021 Appointed to the Board in December 2020
Tenure: 5 years Tenure: 5.5 years Tenure: 1.75 years Tenure: 2 years
Current principal external appointments: Current principal external appointments: Current principal external appointments: Current principal external appointments:
Senior Independent Non-Executive Director of Managing Partner of Global Future Partnership LLP and Non-Executive Director of CDW Corporation, Emerald Non-Executive Director of Marsh & McLennan Companies,
InterContinental Hotels Group plc, Non-Executive Director CEO of Nous Think Tank. Holding, Inc and Taboola.com Ltd (US listed companies), and Inc., Marks and Spencer Group plc and Reckitt Benckiser
of Associated British Foods plc and Americana Restaurants Simpli.fi Holdings, Inc., and Cambri Oy (both privately owned). Group plc.
International PLC and a Director of Ikano Retail Pte Ltd
(privately owned). Chairman of Bata International (privately
owned) and adviser to Nando's Ltd.
8 Jez Maiden
Non-Executive Director 9 Kawal Preet
Non-Executive Director 10 Gill Rider CB
Non-Executive Director 11 Jean-Michel Valette
Non-Executive Director
Appointed to the Board in May 2022 Appointed to the Board in December 2022 Appointed to the Board in July 2015 Appointed to the Board in July 2017
Tenure: 0.5 years Tenure: – Tenure: 7.5 years Tenure: 5.5 years
Current principal external appointments: Current principal external appointments: Current principal external appointments: Current principal external appointments:
Group Finance Director for Croda International Plc and President, Asia Pacific, Middle East and Africa for FedEx and Chair of Pennon Group plc. Chair of South West Water and Non-Executive Director of Sleep Number Corporation and
Non-Executive Director of the Centre for Process Innovation US-ASEAN Business Council and Junior Achievement, Asia Bristol Water plc (both subsidiaries of Pennon Group plc) and Lead Director (Senior Independent Director) of The Boston
Ltd. Pacific. Pro-Chancellor of the University of Southampton. Beer Company, both of which are US listed companies and
Fine & Rare Wines Ltd.
Julia Thomas Mark Thomas Ayush Dhital Ian Galloway Ian Galloway Sandeep Das
Senior Vice President, Group General Counsel and Regional Managing Director, Executive Vice President, Executive Vice President, President, Global Softlines
Corporate Development Head of Risk & Compliance Asia Pacific Middle East and Africa Global Trade and Hardlines
Group
Jonathan Timmis Ross McCluskey Carlos Velasco Bertrand Mallet Calin Moldovean
Group Chief Financial Officer Executive Vice President, President, Latin America Executive Vice President, President, Business
Europe and Central Asia Industry Services Assurance and Food
Services
Saranpal Rai
President, Electrical and
Connected World
44 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Globally aligned reward Our long-term incentive schemes are aligned so as to drive the right behaviours and values of our business, globally, in line with our
and incentive schemes Purpose right down throughout Intertek. In 2022, following feedback from our shareholders and other stakeholders and in line with
the Group’s wider Purpose of bringing quality, safety and sustainability to life, we introduced an ESG element into the annual
incentive framework. More information is outlined in the Remuneration Committee report.
Health and wellbeing Due to the importance we place on safety within Intertek, we have updates at every Board meeting on Health and Safety statistics
across the Group to monitor trends year-on-year and to ensure that the right practices are being followed.
As outlined on page 10, one of our Beyond Net Zero targets is having Total Recordable Incidents < 0.5 per 200,000 hours worked
(2022: 0.44, 2021: 0.51).
There were regular emails to the Board to closely monitor our people’s health and wellbeing as the pandemic continued into 2022.
Ethics and compliance Updates at every Board meeting on all hotline and whistleblowing reports and analysis by issue type. This enables the Board to
reports determine if there are any trends which need further analysis or investigation. For more information see pages 50 and 76.
Training Everyone in the organisation is asked to complete annual training on the Intertek Code of Ethics to demonstrate our understanding
of, and commitment to, the highest standards of business conduct and ensure that we do business the right way. For more
information see page 34. As outlined on page 34, one of our Beyond Net Zero targets is having 100% compliance training
completion (2022: 97%, 2021: 94%).
There is also annual training on the Core Mandatory Controls with further information outlined on page 76.
Key claims reports Updates at every Board meeting on material legal claims and a review of the significant legal claims by the Audit Committee
to monitor the trends and types of claims.
Internal audit reports Updates at every Audit Committee meeting on internal audit reports, the areas of non-compliance with the Core Mandatory
Controls and actions taken to address the non-compliance together with trend analysis to underscore that we are ‘Doing Business
the Right Way’.
Acquisitions When the Board is considering acquisitions, one of the factors we consider is the culture of the business being acquired and how it
will fit within the Intertek Group. The Board deemed the acquisition of Clean Energy Associates, LLC, a market-leading independent
provider of Quality Assurance, supply chain traceability and technical services to the fast-growing solar energy and energy storage
sectors, to have a similar culture of high performance and passion for customers.
46 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Intertek’s culture is living day by day with new possibilities to Intertek's culture focuses on human resources, promoting Intertek's culture is about passion
improve processes focused on reducing errors and providing teamwork, with ideas aimed at continuous improvement, and purpose; passion in every project
customers with quality services, challenging ourselves to in which we all do our bit to achieve the objectives, to and every goal with the clear purpose
grow professionally." exceed the expectations of our clients and to be their of helping our clients to position
main ally, which makes us continue to be leaders in the themselves as a benchmark of
Claudia María Torres market, feeling the pride of belonging to a great family total quality."
Quality and Compliance Officer, that is governed by very high quality standards and that
El Salvador encourages you to be better day by day." Ilse Peralta
Government Sales Manager, Mexico
Veronica Luna
Sustainability Manager, Mexico
The foundations and aspirations of our business remain Six years ago, when I joined the Intertek Team, I started as Intertek's culture is to do our day-to-day
true to those set by our visionary founders, and innovation an Operations Assistant. I have always sought to be the work honestly, always doing the right
continues to be our inspiration. Our passion will ensure best of Intertek's 10X Energy, motivating and engaging thing with passion and dedication and
that we deliver for our customers safety, quality and myself to always perform my best. I have always been in treating each service as if it were ours;
sustainability to everyone's lives. search of knowledge and experience, by taking internal providing our clients with quality
training and undertaking extracurricular courses together services."
After ten years at Intertek, I realise that not only does the with higher education, to always keep me engaged and
Company have its culture, but it also works and adapts to have good relationships internally and with customers. Lucina German
the culture of customers in different countries." Today, I am now an Operational Coordinator due to the Caleb Brett Administrative
10X Culture." Manager, Mexico
Joel Silva
Inspector, Brazil Alexsandro Ferreira
Operational Coordinator Caleb Brett, Brazil
47 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Our Board of Directors The Board has the ultimate and collective The Board recognises the importance of its The Board delegates certain matters to
responsibility to promote the long-term obligations under section 172 of the Companies its three principal Committees to carry
sustainable success of the Company, ensuring Act 2006 to engage with, and consider, key and out business as defined in their respective
that value is created for shareholders and relevant stakeholders as part of its decision- Terms of Reference. The remit, authority and
contributes to wider society through its making process. More information on the principal composition of each Committee are clearly laid
effective, entrepreneurial and innovative decisions made by the Board are in Book one, out and reviewed regularly to ensure that the
leadership. They ensure that the necessary page 59. support provided to the Board is effective. The
resources are in place for the Company to meet Board also maintains the Board Approval Matrix
its objectives and measure performance against The activities of the Board during 2022, and which outlines the matters reserved for the
them. Our Board consistently acts with integrity, how the Board’s governance contributes to the Board. When necessary, the Board may delegate
leads by example and promotes the culture to delivery of Intertek’s strategy, is outlined on very specific matters to ad hoc subcommittees
ensure its dissemination throughout the pages 48 and 49. with clearly defined responsibilities and for a
Company. It sets the strategic aims of the limited period of time. The Terms of Reference
Company, its Purpose, customer promise, Vision for each Committee and the Board Approval
and Values in alignment with our culture as Matrix are available at intertek.com.
outlined in Book one, pages 10 to 23.
The Board delegates specific responsibilities, subject Biographical details of the Leadership Team can
Leadership Team to certain financial limits, to management. This is be found at intertek.com.
governed by the Core Mandatory Controls, an annually
reviewed and refreshed framework that allows the
delivery of the strategic aims and financial performance
whilst allowing risk to be assessed and managed.
The following pages give an insight Topics Link to strategic priorities Link to stakeholders
into how we, as a Board, use our Principal risks
Strategy
meetings as a mechanism for discharging 01 Reputation
our responsibilities, including how the Link to risks: 01 02 03 04 05 06 07 08 09 10 11 12
02 Customer service
consideration of stakeholders is 2022 Board Strategic Agenda All
embedded into our workings as a Board 03 People retention
and the range of matters we considered 04 MacroEconomic Group M&A Strategy All
and discussed throughout the year.
05 Health, safety and wellbeing Consideration and approval
All
of acquisitions
Each Board meeting follows a carefully structured 06 Industry and competitive landscape
Group Assurance Strategy All
agenda agreed in advance by the Chairman, CEO and 07 IT systems and data security
Group Company Secretary; this ensures that proper
The Intertek World of Energy All
oversight of key areas of responsibility are scheduled 08 Covid-19
regularly, and that adequate time is available for the
Board to fully consider strategic matters. Every 09 Contracting Group Strategy and five-year plan All
December, the Board reviews, discusses and agrees
10 Regulatory and political landscape Group Portfolio Update All
the Group’s strategic plan and objectives. During the
year, the Board then monitors and reviews the 11 Business ethics
performance of the business to ensure that the Group IT Strategy i. iii. iv.
strategic objectives are being met. The topics in the 12 Financial risk
following table are presented to the Board for review Topics for the 2022 strategy session All
against the 5x5 strategy to ensure that the goals
underlying our strategy for growth have been met 2023 Annual Budget All
Strategic priorities
during the year. The 5x5 strategy and goals are
outlined in Book one, page 10 and the outcome of Differentiated brand proposition
Financial management and performance
some of the decisions made by the Board during the
year in line with the 5x5 strategy are outlined in Superior customer service Link to risks: 01 02 03 04 06 07 08 09 10 11 12
Book one, page 59. Effective sales strategy
CEO report All
In addition to regular items, we receive presentations Growth and margin-accretive portfolio
from the Leadership Team and global leaders across Finance report All
the business on their areas of responsibility and Operational excellence
expertise. External speakers also present periodically Investor Relations report iii.
to provide an overview on global or regional matters.
One meeting a year is conducted overseas and this Key to stakeholder groups Financial forecasts iii.
year it was held in India.
i. Customers Approval of full-year results, Annual
ii. Communities Report & Accounts, half-year results iii.
iii. Investors and the AGM circular and proxy
iv. People
Trading Updates shareholder feedback iii.
v. Other
Final and interim dividends All
49 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Topics Link to strategic priorities Link to stakeholders Topics Link to strategic priorities Link to stakeholders
Sustainability Customers
Link to risks: 01 02 03 04 05 06 08 10 Link to risks: 01 02 03 04 05 06 07 08 09 10 11 12
Other
Corporate governance
Link to risks: 01 02 03 04 05 06 07 08 09 10 11 12
Link to risks: 01 02 03 04 05 06 07 08 09 10 11 12
Overseas Board meeting in Delhi, India All
Reports of the activities of the
Audit, Nomination and Remuneration iii. iv. v.
External speakers All
Committees
Board and Committee framework Continued Internal control and risk management
Compliance, whistleblowing and fraud
Hotline poster Intertek has implemented an end-to-end rather than ‘potential’ risks), identify new controls,
Intertek is committed to maintaining a culture where policies or procedures so that we can put new
INTERTEK
issues of integrity and professional ethics can be in English systemic mitigations in place.
raised and discussed, which is aligned to our Values NEED TO compliance which embeds risk
SPEAK OUT? management throughout our business;
to always do the right thing with precision, pace and Our integrated approach to risk assurance
allows us to dynamically adapt our
Do you have a concern about:
• Data falsification?
passion. This also forms part of our 5x5 strategy We have an integrated approach to getting
• Fraud or theft?
• Conflicts of interest?
• Violation of company policies?
• Gifts, bribes, or kickbacks?
for growth. The Group’s key ethics and integrity controls, policies and assurance activities assurance that our risks are being appropriately
you to express concerns regarding any potentially
unethical or illegal situations. Independently owned
and operated by Convercent, your concerns will be kept
secure and treated confidentially.
Anyone who, in good faith, seeks advice, raises a
policies are set out in the Code of Ethics and a and effectively identified and addressed. We use an
concern, or reports misconduct, is doing the right thing.
Code of Ethics, its operation during the year and emerging and systemic risks and maps an assurance
the outcomes of these policies are contained on our risk identification and risk mitigation framework onto them by identifying the roles or
page 34. All third parties working are required, INTERTEK
HOTLINE Hotline poster actions to ensure they are effective, functions which are responsible for the management,
as a condition of engagement, to document their in Indonesian relevant and robust. control and oversight of those risks.
acceptance and understanding of the Intertek PERLUKAH
Code of Ethics and Intertek Anti-Bribery Policy before BERBICARA?
Suara Anda dapat membawa perubahan
Our integrated risk management framework Evidence that this assurance is robust is primarily
commencing work on our behalf. It is the responsibility Apakah anda memiliki kekhawatiran mengenai:
• Pemalsuan data?
• Penipuan atau pencurian?
• Konflik kepentingan?
• Hadiah, suap, atau balas jasa?
• Keselamatan di tempat kerja?
• Pelecehan atau diskriminasi
Risk management is embedded throughout our validated by our Internal Audit function (which audits
of each third party acting on Intertek’s behalf to organisation using a framework of divisional, regional our financial controls and risks), by our Compliance
• Pelanggaran kebijakan di tempat kerja?
perusahaan? • Konflik atau pelanggaran lain?
understand and apply these two Intertek Policies. and functional risk committees. These committees function (which audits our non-financial, operational
hukum. Kekhawatiran Anda akan aman, dirahasiakan,
dan keluhan dapat disampaikan secara anonim, karena
Intertek Hotline dimiliki dan dioperasikan secara mandiri
oleh Convercent.
Siapapun yang berniat baik untuk meminta saran,
menyampaikan kekhawatiran, atau melaporkan tindakan
meet quarterly to identify, monitor and assess the controls and risks), and by our CyberSecurity team
yang tidak pada tempatnya, berarti telah melakukan hal
Poster - Outside Europe. May 2017
intertekhotline.com
24 jam / 7 hari seminggu
Whistleblowing is the responsibility of the Board risks within their area of responsibility using tools (which audits our IT controls and risks).
and the Group has a whistleblowing process which which include a dashboard of leading and lagging risk
includes a global hotline system enabling all indicators and risk mitigation action plans. It is the Our integrated approach
employees, contractors, suppliers and others to
INTERTEK
HOTLINE Hotline poster responsibility of each committee to assess whether to risk governance and oversight
confidentially report suspected misconduct or in Turkish its risk environment is changing, whether it has the The Board ultimately reviews the Group’s risks,
DİLE GETİRMEK
breaches of the Code of Ethics. Hotline posters are İSTEDİĞİNİZ BİR right mitigation action plans and whether new or controls and compliance and mitigation actions.
ENDİŞENİZ Mİ VAR?
required to be displayed in a clearly visible position Dile getirdikleriniz fark yaratabilir
Aşağıdaki konularla ilgili bir kaygınız mı var:
different plans are required in response to new or The Audit Committee is responsible for reviewing the
at each Intertek site and is a Core Mandatory Control. changing risks. adequacy and effectiveness of that risk framework.
• Verilerde tahrifat • Hediye, rüşvet veya komisyon
• Dolandırıcılık veya hırsızlık • İşyeri güvenliği
• Çıkar çatışmaları • İşyerinde taciz veya ayrımcılık
• Şirket politikalarının ihlali • Başka herhangi bir çatışma veya ihlal
Intertek Yardım Hattı etik dışı veya yasa dışı olabilecek her
This is supported by dedicated Compliance Officers If this governance and oversight identifies new risks
durumla ilgili endişelerinizi ifade etmeniz için basit ve etkili
bir yoldur. Bağımsız olarak Convercent’in sahip olduğu
ve çalıştırdığı yardım hattında, endişeleriniz güvenli bir
şekilde korunacak ve gizli olarak işlemden geçirilecektir.
Şikayetlerinizi isimsiz olarak da bildirebilirsiniz.
İyi niyetle başvuruda bulunan, endişesini dile getiren veya
across the Group’s markets who undertake the The risk committees report to our Group Risk or the need for new controls, policies or procedures,
bir suistimali raporlayan herkes, doğru olanı yapmaktadır.
Endişelendiğiniz konu ne olursa olsun, sessiz kalmak
durumu sadece kötüleştirecektir.
Poster - Outside Europe. May 2017
model. Systemic risks are addressed using our • the specific systemic risks including quarterly
internal controls, policies and procedures. hotline and whistleblowing reports, key claims and
authorised unlimited liability contracts; and
Our risk identification and mitigation approach is • the Group’s systemic risk environment, the status
integrated and dynamic as our risk committees of the quarterly systemic risk mitigation action
continually review their emerging risks and, to the plans and the new quarterly systemic risk
extent those risks start to become systemic (or ‘real’ mitigation plans.
51 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Stakeholder relations
For more than 130 years, Intertek The Directors’ duties under section 172 of the
has understood its role in society Companies Act 2006 help to underpin the good
governance which is at the heart of what we do.
as companies around the world have Details of how we met our obligations during 2022,
depended on us to help ensure the by taking account of shareholder and wider We, as a Board, are clear
quality and safety of their products, stakeholder interests in our strategic planning
processes and systems. We are focused and decision-making processes, are outlined in the
on our legal duty to act in
on driving long-term sustainable section 172 statement in Book one, pages 58 to 64. good faith, to promote the
performance and recognise the
Today, the expectations of all stakeholders – success of the Group for the
employees, customers, consumers, investors,
importance of considering Intertek’s communities and wider society, governments benefit of shareholders and
responsibilities to our customers, and regulators – continue to rise. This statement have regard to the interests
shareholders, and wider stakeholders. summarises how we have had regard for the need
of our stakeholders."
to foster the Company’s business relationships with
We, as a Board, are clear on our legal duty to act customers and others, and the effect of that regard,
Andrew Martin
in good faith, to promote the success of the Group including on the principal decisions taken by us
Chairman
for the benefit of shareholders and have regard during 2022, more details of which are set out in
to the interests of our stakeholders and other Book one, page 59, and the value we create for our
factors. These include the likely consequence of stakeholders is outlined in Book one, page 21 and 22.
any decisions we make in the long term; the interests
of employees; the need to foster the relationships In 2021, we launched our Build Back Ever Better
we have with all of our stakeholders; the impact ('BBEB') platform at bbeb.com and by making our
of our operations on the community and the Company ever better, and by helping our clients
environment; the desire to maintain the highest to make their businesses ever better, Intertek is
standards of business conduct; and to act fairly uniquely positioned to inspire our communities
between shareholders. and ultimately the world to Build Back Ever Better.
With BBEB we continue to inspire everyone within
Intertek and beyond – our clients, friends and
families, communities and governments – to make
a positive difference to society. Join bbeb.com today and help
build an Ever Better World
The next section summarises how we have engaged
with employees during 2022 and how we have had
regard to their interests and the result of that
engagement. Our approach to investing in our people
to attract, develop, retain and reward our employees
is outlined on pages 10 to 16.
53 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Workforce engagement
18
In line with the Code, this section We utilised technology to ensure that throughout
outlines our engagement with our the uncertain landscape that the pandemic
presented, we remained ever connected with our
employees. people, globally. During the pandemic, Microsoft countries visited by the
After extensive discussions when the Code was Teams was instrumental in providing instant Directors during 2022
Our Vision
introduced, we decided not to choose one of the communication between all business lines and
functions, and we have continued to utilise Our vision is to be the world’s
methods suggested in provision 5 of the Code most trusted partner for
due to the global nature and size of the business, technology as we returned to in person meetings as
it has enabled the Board to virtually meet and visit far Quality Assurance, underpinned
together with the complexity and diverse make-up
of the various sectors and regions in which we more employees and sites than previously possible. by our shared values:
operate. Instead, we utilise a multi-faceted approach
to workforce engagement to make certain that what The way our colleagues have come together to
embody our Purpose to bring quality, safety and • We are a global family
is in place ensures that we, as a Board, receive 360˚
sustainability to life for an ever better world has that values diversity.
multi-source feedback to assist us in evaluating the
different views and perspectives from our employees been an inspiration to all during the pandemic. • We always do the right
across the Group. We keep our engagement Their commitment to our customers to go above thing, with precision,
mechanisms under review and continue to believe and beyond and deliver superior customer service pace and passion.
that this methodology remains effective as it enables has truly demonstrated the strong customer-centric
ethos at the core of Intertek. Our success is based • We trust each other and
us, the Board, to fully understand the views of the
on the energy and enthusiasm with which our people have fun winning together.
workforce when taking such considerations into
account as part of our decision-making process. react to our meaningful Purpose. • We own and shape
This is vital as our people are core to our business our future.
and make it happen 24/7. How did we engage?
The world needs Intertek more than ever, with the • We create sustainable
unrivalled expertise of our people, our focus on growth. For all.
The way in which our people combine passion and
innovation with customer commitment to create a delivering risk-based Total Quality Assurance
single unbeatable asset sets us apart and is a vital solutions, and our proven track record of innovating
element of our entrepreneurial, customer-centric and anticipating the growing needs of our clients as
culture. The variable remuneration structure and the world around them grows more complex.
policy for the Executive Directors cascades down
to the wider workforce and is communicated On the next few pages, we outline how the Board
throughout the Group, ensuring engagement across ensures that it has the right touchpoints across the
Intertek to ensure alignment with our Purpose, to world for employees, regardless of their country or
drive the right behaviours and to deliver the 5x5 site, to engage. This ensures that their views are
strategy. We are focused on ensuring that our understood to provide the necessary feedback and
strategy and culture give our people the right data that the Board can then incorporate as part
platform to not only grow and develop their careers, of its strategic decision-making process during the
but to support our Purpose in making the world a year to determine the impact of such decisions on
better place by bringing quality, safety and our employees.
sustainability to life for an ever better world.
54 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
our engagement As a member of the Valuable 500, I have an amazing line manager who has really
encouraged me to be more brave and open about
Intertek is committed to actioning
my disability and to understand that my disability
disability inclusion. We want all our doesn't define me or make me any less able to do
2022
Thomas Childs, IT Data Assistant at Intertek Cristal,
without letting my disability define me, but also
joined Intertek in September 2021 through the UK
taking it into account."
Government’s ‘Kickstart’ scheme and became a
permanent member of the Intertek CSF team in June
2022. He was interviewed by Sally Murtagh, Director Hannah Gibson
Group Internal Communication, and gave his advice Director of Assurance
on how to understand and support people with
Cerebral Palsy. Sally also separately interviewed Tim
Dixon, Head of IT Architecture, and Hannah Gibson,
Director of Assurance and Training in the UK, both
of whom have hereditary eye conditions. The
interviews were made available on Intertek’s
intranet to promote awareness and understanding.
My colleagues have been awesome in supporting Over the last seven years, since initial diagnosis,
me with my work and helping me progress to I've been fortunate to have had several managers
where I am today. I’m lucky that I’ve landed in a job who have fully supported me and, with the support
that I really like. I’m grateful to work with a team of UK HR and a UK government scheme called
who are so nice and who have accepted me for who Access to Work, we've been able to work through
I am. They've made me feel included from day one.” technology that will help me remain in work,
remain productive and perform at 10X levels.“
Thomas Childs
IT Data Assistant Tim Dixon
Head of IT Architecture
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
What is 10X Coaching? 10X Coaching selected verbatim feedback 10X Recognition During the year, regular events have taken place
We certify our own in-house 10X Coaches through We have received great feedback from To recognise our colleagues, there is a monthly at special events and Town Halls to recognise
our 10X Coaching programme. To qualify as a 10X participants: global awards programme called 'Beyond the Peak' employees. As an example, Intertek UK celebrated
Coach, selected leaders attend a rigorous in-house which is about celebrating our top performers its 2021 recognition awards. The event kicked
training programme where they develop the skills • “For this is an amazing experience. I am learning across our Business Lines, Regions, Countries and off by celebrating their group 5x5 Award for
to have truly transformative conversations which much more than teaching... this is really an Country/Business Lines for their outstanding Sustainability which was a huge achievement
create a culture and environment where people opportunity for my personal/professional achievements across various categories. Each and recognised the work the UK had done to
can unleash their full potential. 10X Coaches development!!! Thank you for this.” month, we recognise Intertek's fearless reduce emissions. This was followed by the
are required to meet annual re-certification 'Summiteers' on our intranet. winners of Intertek UK's Energy League – the
• “I am truly excited and grateful for this
requirements to continue their coaching practice. three performance league tables for the UK
important training milestone. I think it is a
On 2 March 2022, a virtual awards 5x5 awards country managed business lines and then by the
privilege to have someone of such depth
In 2022, we recertified eight coaches from our ceremony took place whereby André Lacroix Sales League Awards. There was also a National
available to address topics in such a personal
10XCCP1.0 programme and certified a further recognised the top performers for 2021 in the Ignite Award, where finalists have gone above
form. Especially thank you also for the choice of
ten new coaches in programmes 10XCCP2.0 and following categories: and beyond in their roles, demonstrating our 10X
coach, it seems amazing how comfortable I feel
10XCCP3.0. Our next certification programme Energies and supporting colleagues, customers,
with her, I could not have had a better person.”
10XCCP4.0 is underway. • The Performance Award and the UK business in 2021.
• “Each session we’ve had now has left me • The Operational Excellence Award
Our 10X Coaching faculty now has 18 certified bursting with new ideas and insights. …allows • The Sales Award Dominic Holloway, Food Services was recognised
10X Coaches. me to navigate through my own thinking, where • The Brand Award as the 2021 National Ignite winner for his Winning
I am also confronted with some of my own • The TQA Award energy, delivering incredible results for Food
A key learning from our 10X Coaching certification quirks…I am truly loving the experience. I think • The Innovation Award Services, the UK business, and for one of our
programme is that those who are certified as a 10X I have been assigned a great coach that will truly • The Sustainability Award customers. Dom has been truly reliable, always
Coach experience a paradigm shift in how they help me become a better leader.” • The Back to Peak Award willing to help others, coordinating complex
consider leadership. There is a clear multiplier programmes across multiple business lines and has
effect whereby there is an impact on the coach, • “It gives me new insights and also confirmation done so with a smile on his face! He has been a
their team and participating coachees. that I am making the right choices.” standout example for supporting colleagues and
• “…very open, very clear on the rules of delivering exceptional customer service. A Kindness
engagement, gives me confidence and creates Award was also given to recognise and celebrate our
a safe environment for me to open up and UK colleagues supporting each other and sharing
question some of my thinking. I am finding the moments of kindness. The 2021 National Kindness
experience extremely rewarding and energising… Award was given to Olivia Thompson, Chemicals &
It is a true 100% coaching session – all down to Pharma Wilton. From an incredibly strong shortlist,
10
me to find my own answers. All in all, a very Olivia was voted by the UK senior leadership team as
positive experience.” the winner thanks to the positive energy, care and
consideration for colleagues demonstrated in her
nomination. It was clear Olivia has gone out of her
new 10X Coaches certified in 2022 We continue to build our 10X Coaching faculty and way to make Wilton a great place to work, and we
offer the experience of coaching to our leaders. were delighted to hear her story.
18
total 10X Coaches certified
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1,000+
Our Communities In September 2022, members of Intertek’s UK-based In MENAWA, the HR team placed a drop box at
Intertek has a network of more than 1,000 Energy & Water team and WSP UK Ltd participated reception for colleagues to donate non-perishable
laboratories and offices in more than 100 countries in a beach clean event at Yaverland Beach on the food and other items in good condition to the Red
employing more than 43,500 employees, and we Isle of Wight. The event complemented Blue Sea Crescent charity. laboratories and offices
have an important part to play in the communities Protection’s 'Great Nurdle Hunt', a foreshore survey in more than 100 countries
where we are based, not only in terms of providing that is conducted to determine the prevalence of Intertek Pakistan organised with Indus Hospital a
employment and opportunities but also in providing micro-plastics (specifically nurdles) on the beach. voluntary blood donation drive at Intertek’s Baig
43,500+
support for our local communities. Along a 100m stretch of the beach, the team Tower office to support the hospital’s blood bank and
surveyed the various types of rubbish that were blood Cancer Patients.
We are a Purpose-led Company bringing quality, found and collected. The resulting information from
safety and sustainability to life, and it is our the 17.8kg collection was uploaded to the Marine In China, our colleagues took part in various Kindness employees
colleagues who give us the right to call Intertek an Conservation Society’s database for their Great initiatives and in the USA, we had a Kindness
"amazing force for good” and make a difference in British Beach Clean annual event. challenge for each day of the week, culminating in a
their communities. Here are some examples of what challenge to think about what your site or team can
we do for the communities where we live and operate. The day’s social and networking events also proved do this year to give back to your community during
to be quite educational as participants learned how Intertek’s 'A Season of Giving' challenge. Our combined 20+ team enjoyed
Each spring and fall, Friends of the Grand Rapids and where to recognise nurdles – plastic pellets
Parks rally the community to plant trees. The goal which serve as raw material in the manufacturing a great day outdoors with marine
is to plant 10,000 new trees throughout the city of plastic products and bio-beads which are used in conservation, education and team
as part of an overall goal to have a 40% tree canopy. the wastewater treatment industry. They also learnt
The benefits of trees include improved mental about Mermaids Purses (aka Shark Egg Cases) and
building the key themes."
and physical health of residents and neighbours, the impacts of nurdles/bio-beads on shark and ray Frank Beiboer
decreased utility costs, lower rates of crime and populations around the Isle of Wight. Managing Director of Intertek Energy & Water
speeding, improved environmental resilience and
stormwater management, and a significant decrease Frank Beiboer, Managing Director of Intertek Energy
in heat islands. & Water, said: “Our combined 20+ team enjoyed a
great day outdoors with marine conservation,
This year, 150 volunteers came together for two education and team building the key themes."
days and planted 200 trees in a neighbourhood
within the City of Grand Rapids, Michigan. Six of our In October 2022, Intertek Malaysia held a fund-
HR Team in Grand Rapids participated in planting the raising charity bazaar to support the Rumah Victory
trees, which, in addition to being a lot of fun, has also home for the elderly and raise funds to expand the
made an impact on Grand Rapids' shade equity, tree home as the rooms are currently fully occupied. The
diversity, and so much more. fundraising was successful with over 100 booths
selling a variety of food and other items with the
Intertek Malaysian team happy to be able to play
a part in giving back to society.
Employee support As part of the health promotion program at our World Kindness Day is celebrated in November
At Intertek, we are mindful of the wellbeing of Fürth site in Germany, our Hardlines & Softlines and has now evolved into a week-long recognition.
our colleagues, which is why we encourage them colleagues in Germany were invited to take part in Kindness can mean different things to different To support our colleagues' health
to take a moment to visit our Global Wellbeing a step challenge from July 6 to 19. More than 30 people. The essence of Kindness is in how we choose and wellbeing, we have arranged
programme, Kindness. colleagues amassed a total of almost five million to show it. Be it through empathy, acceptance, kind
steps by walking, cycling (converted into steps) and gestures, thoughtfulness, the possibilities are this small appreciation token,
Our Intertek Global Wellbeing programme, Kindness, taking part in other sporting activities, totalling entirely up to us. To celebrate this empathy and the Kindness Gift box for you to
was introduced to support the wellbeing of all 3,485km. For this, the colleagues contributed an thoughtfulness, the South Asia team celebrated
employees. Kindness is a personal experience that average of 10,943 steps per day. Kindness Week through a series of initiatives across
celebrate this festive season with
helps all employees make sure that they do the all locations and offices from 9 to 14 November. caution, care and responsibility.”
simple things that help build their own personal The goal of the competition was to cover enough The week started with a fitness challenge on
strength and resilience – to help re-energise, boost steps and thus kilometres each day, individually 9 November to do the highest number of push ups
wellbeing and unleash our potential. Six spaces were and as a group, to figuratively visit the sites of a and surya namaskar, the longest plank and a plethora Yip Yew Joe
developed and each of these six spaces of wellbeing total of three Intertek partner laboratories in stages. of other friendly tests of physical fitness! Country Managing Director, Intertek Thailand
are available to all employees as e-learning modules. The destinations were not chosen at random but
The ten-minute modules introduce the theory and represented the top three intercompany customers This was followed the next day with a session on
science behind each area of wellbeing, providing tips of Hardlines & Softlines Germany: additionally, with 'Gratitude'. Through the day, team members shared
and suggestions on how to benefit and improve in an extra 855km collected, the team even covered appreciation cards for 'Moments of Kindness' that
that area, exercises and tools to apply, and enough steps for the one-way distance to Hardlines they had experienced with colleagues. This was
information on where to find out more. & Softlines in Heudebouville, France. followed by a webinar, and then by a Kindness
themed BINGO where everyone practised a It's exciting to achieve and exceed
At Intertek, we are also committed to the safety Holger Breins, General Manager DACH, Hardlines & moment of kindness and empathy and struck off
and wellbeing of our employees and we have an Softlines, was delighted with the great performance all that they had done on the Kindness BINGO card. a challenging goal with fellow
Environment, Safety and Wellbeing ('ES&W') of the participating colleagues who joined him in campaigners. With the daily goal
Representative for each of our locations globally the campaign. “It's exciting to achieve and exceed Through our Kindness programme, we will continue
and an ES&W 'Champion' for each of our Global a challenging goal with fellow campaigners. With to support our colleagues’ wellbeing and ensure a
and the total distance always in
Business Lines. the daily goal and the total distance always in mind, safe and healthy work environment in which they mind, the challenge motivated
the challenge motivated everyone to (even) more can prosper. everyone to (even) more physical
In Intertek Thailand, as colleagues returned to work physical activity in everyday life. Combined with
in the New Year, they were given a small token of lectures and preventive check-ups, our annual activity in everyday life.”
appreciation in the form of a ‘Kindness Box’. At the program always focuses on wellbeing, this time the
beginning of 2022, the pandemic situation in importance and positive effect of physical exercise.” Holger Breins
Thailand was still uncertain. The number of new General Manager DACH, Hardlines & Softlines
confirmed cases had reached over 8,000 and in In October, a live webinar took place for all our UK
total there were more than two million cases. The colleagues: A conversation for everyone: Menopause.
box contained Kindness hand sanitizer gel, spray This webinar was for all, because at some point we
and Intertek masks. will all directly or indirectly live with, work with, or
socialise with someone going through menopause.
Yip Yew Joe, Country Managing Director, Intertek Lauren Chiren, founder and CEO of Women of a
Thailand, said: “To support our colleagues' health and Certain Stage, is passionate about normalising
wellbeing, we have arranged this small appreciation menopause at work. This webinar was an
token, the Kindness Gift box for you to celebrate this opportunity to learn from Lauren, and to ask
festive season with caution, care and responsibility”. questions about how we can recognise menopause
as a workplace topic, support our colleagues and
demystify this important subject.
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Ongoing communication During 2022, family days have taken place at our
This year has been a year full of ups and downs, laboratories, so that their families also know more
with the ongoing Covid-19 pandemic impacting the about Intertek and what we do as they form part
business in Shanghai, China for the first half of the of the larger Intertek family. Below is an example
year and other challenges as we navigated through of a family day which took place this year.
the rest of 2022. In spite of these circumstances,
our colleagues continue to be nothing less than In September 2022, a #BBEB Family Day was
extraordinary. An important part of engagement is to organised at Intertek LaCoMeD, our analysis
ensure that there is ongoing communication with our laboratory located in Chalon-sur-Saône in France. The
colleagues throughout the business about Intertek. site welcomed 12 children of our employees, all aged
WhatsIn, our global communication platform, between four and 11 years old, who began the day
features a mobile app and desktop intranet to help learning about their parents’ working environment
connect with 43,500+ colleagues around the world through a guided tour of the offices. Following the
and keeps everyone updated with the latest news tour, it was time for our apprentice chemists to
across the world. The WhatsIn mobile app – made by experiment... an opportunity to let them discover the
Intertek for Intertek people – puts Intertek news, magic of chemistry! The children took part in different
contacts and ATIC services at our fingertips – experiments, such as: from the mixture of two
especially useful for our colleagues ‘on the go’, on 'transparent' solutions we obtain a 'pink' solution,
client sites or in remote locations. Everyone can from the mixture of a 'yellow' solution and a
comment on articles and even share their own news, 'transparent' solution we obtain a 'blue' or 'pink'
either in a group chat or voice message or via the solution and 'Air in all its states' – to offer an
‘share your story’ link. awareness of the different states of matter (liquid—
gas—solid). After the experiments, it was time for our
André Lacroix, our CEO, also presented global budding chemists to rest and enjoy a well-deserved
webcasts on the full-year results, the publication snack. The kids were presented with colouring books
of the 2021 Annual Report & Accounts and the and #BBEB goodies as a souvenir of this fun day!
half-year results together with updates on the May
and November Trading Updates. There was also a
global webcast Town Hall update from André Lacroix
in October 2022. André sent a message to everyone
in December wishing everyone a Happy Christmas
and thanking them for their hard work in 2022.
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May
• Trading Statement Roadshows
• AGM Following the full-year and half-year results announcements,
• Jefferies Structural Winners Virtual Conference the Executive Directors and Investor Relations team held
Board shareholder engagement meetings with the principal shareholders.
The Chair, following any engagement with shareholders,
The Board is committed to ensures that the Board as a whole has a clear under-
standing of their views. Intertek’s largest shareholders,
maintaining an active and open June
representing more than 50% of the share register, are
• Bank of America Luxembourg Roadshow
dialogue with investors and sees invited annually to meet with the Chairman to share their
• Barclays Testing, Inspection & Certification (‘TIC’)
this as an important part of the Conference 2022 views and discuss any corporate governance matters. Feedback Forum
governance process. At each • Berenberg US Roadshow (virtual) During April and May 2022, the Chair held four meetings The Executive Directors and Investor Relations team
• Berenberg Non-Holder Roadshow (virtual) with shareholders and there was an increased focus in receive regular feedback from sell-side analysts and
meeting, the Board receives a report the meetings on the business post the pandemic and
• Kepler Cheuvreux ESG Conference (virtual) investors during the year both directly and through the
from the investor relations • Kepler Cheuvreux One Stop Shop Dublin 2022 the opportunities for Intertek in sustainability with fewer Group’s corporate advisers. The Group Company Secretary
department and analysts’ reports • Stifel Italy and Switzerland Roadshow questions relating to corporate governance than last year. also receives feedback on governance matters directly from
are circulated to the Directors when The feedback received was positive, and the shareholders investors and shareholder bodies.
continue to be very supportive of Intertek’s strategy, the
available. Feedback from meetings management and the Board. The feedback was presented
July and August
held between executive • Half-year results 2022 and discussed with the Board at the May Board meeting.
management, or the investor • Half-year Results Roadshow
relations department, and • Citi Frankfurt Roadshow In 2022, there was also further engagement with
shareholders on the introduction of an ESG target for
institutional shareholders, is also • Danske Bank Nordic Roadshow
the 2022 annual incentive following feedback from Annual General Meeting (‘AGM’)
communicated to the Board. shareholders during the shareholder consultation in 2021. The Board welcomes the opportunity to meet with
Intertek’s largest shareholders, representing more than 70% both private and institutional investors at the AGM.
of the share register, were contacted and any questions
answered. Three meetings were held with the Chair of the The 2023 AGM is currently scheduled to be held on
September Wednesday, 24 May 2023 at 9.00 a.m. in the Marlborough
• Berenberg Testing, Inspection & Certification Remuneration Committee, EVP, Human Resources and the
Group Company Secretary. The feedback was presented Theatre, No. 11 Cavendish Square, London, W1G 0AN. The
Conference 2022
and discussed at the May Remuneration Committee meeting AGM provides the opportunity for all shareholders to ask
• Bernstein Strategic Decisions Conference 2022
and then at the Board meeting. See Book one, page 62 for questions of the full Board on the matters put to the
• Citi’s Growth Conference 2022
further information on the engagement with shareholders. meeting, including the Annual Report & Accounts.
• UBS Business, Leisure and Transport Conference 2022
Division of responsibilities
There is a clear division of responsibilities between the running of the Board (a key responsibility of the Chairman) and the day-to-day running of the Company’s business (the responsibility of the CEO). These responsibilities
have been formalised in writing. The letters of appointment of the Non-Executive Directors, as well as the service agreements for the Executive Directors, are available for inspection at the Company’s registered office and
at the Annual General Meeting (‘AGM’).
Chairman — Andrew Martin Chief Executive Officer — André Lacroix Chief Financial Officer — Jonathan Timmis
Key responsibilities Key responsibilities Key responsibilities
• Leading and governing the Board to ensure its • Proposing and agreeing the Group Strategy with the Board. • Managing the financial delivery and performance of the Group.
overall effectiveness in directing the Company. • Leading the day-to-day operations of the Group in line with • Analysing the Company’s financial strengths and weaknesses
• Assessing and monitoring the culture within the Company and the agreed strategy and commercial objectives. and proposing corrective actions.
ensuring that it aligns with the Company’s Purpose and Values. • Promoting and conducting the affairs of the Company with • Managing the finance, accounting and IT departments.
• Ensuring that Directors receive accurate, timely and clear the highest standards of ethics, integrity, sustainability and • Ensuring that the Company’s financial reports are accurate
information to enable them to discharge their duties to corporate governance. and completed in a timely manner.
promote the long-term sustainable success of the Company. • Managing the Leadership Team. • Overseeing the capital structure of the Company, and determining
• Ensuring effective two-way communication between the best mix of debt, equity and internal financing.
the Board, shareholders and key stakeholders.
• Communicating to all Directors the views, issues
and concerns of major shareholders.
• Promoting a culture of openness and debate and facilitating
constructive Board relations and the effective contribution
of the Non-Executive Directors.
• Demonstrate objective judgement.
Senior Independent Non-Executive Director — Graham Allan Independent Non-Executive Directors Group Company Secretary — Fiona Evans
Key responsibilities Key responsibilities Key responsibilities
• Providing a sounding board for the Chairman. • To constructively debate and add value with respect to • Supporting the Chairman in delivering Board and
• Being available as an intermediary between the other the proposals on strategy and risk management and offer governance procedures.
Directors and shareholders if necessary. specialist advice. • Advising the Board on all governance matters.
• Leading the annual performance review of the Chairman. • Scrutinise and hold to account the performance of • Ensuring good information flows within the Board
management and individual Executive Directors against and its Committees.
• Being available to meet with shareholders and other stakeholders
agreed performance objectives.
should they have any concerns that have not been resolved • Facilitating induction and assisting with professional
through the normal channels. • Reviewing the appointment and removal of Executive Directors. development as required.
• Allocating sufficient time to the Company to discharge • Developing and overseeing the systems that ensure that
their responsibilities. the Company complies with all applicable codes, in addition
to its legal and statutory requirements.
• Facilitating access to independent professional advice
at the Group’s expense.
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Independence Procedures have been put in place and the Directors Directors’ conflicts of interest The Conflicts of Interest Register is maintained
On appointment as Chairman of the Company, seek approval from the Board before accepting any The Board operates a policy to identify, authorise by the Group Company Secretary and the Board
the Board assessed and agreed that Andrew Martin additional external appointments. When assessing and manage any conflicts of interest to assist undertakes an annual review of each Director’s
was independent in accordance with Provisions 9 and additional directorships, the Board considers the Directors in complying with their duty to avoid actual interests, if any, including outside the Company.
10 of the Code. The Board continues to review the number and nature of external directorships already or potential conflicts. The Directors are advised of Any conflicts of interests are reviewed when a
independence of the Non-Executive Directors, other held by the individual and the expected time the process upon appointment and receive an annual new Director is appointed, or if and when a new
than the Chairman, and considers that all of them commitment for those roles. During 2022, approval refresher. Whenever any Director considers that he potential conflict arises. A formal process is also
continue to demonstrate independence in both was given to Tamara Ingram for a new external or she is, or may be, interested in any contract or in place for managing such conflicts to ensure
character and judgement, are free from any appointment. arrangement to which the Company is, or may be, no conflicted Director is involved in any decision
conflicting interests and have independent oversight a party, the Director gives due notice to the Board related to their conflict and, during the year, this
of governance and compliance. The Chairman is Prior to joining the Board, Jez Maiden and Kawal Preet in accordance with the Companies Act 2006 and process operated effectively.
committed to ensuring the Board comprises a disclosed their current commitments and the time the Articles.
majority of independent Non-Executive Directors, commitment involved. The Board was satisfied that
who objectively challenge management and monitor Jez and Kawal could provide sufficient time to
performance for the benefit of all stakeholders. The discharge their duties as Directors of Intertek (see 100% attendance from all Board members
Board determined that Jez Maiden and Kawal Preet their biographies on page 42). As demonstrated in
were independent in accordance with the Code upon the Board meeting attendance table, all Directors
their appointment to the Board during 2022. who were eligible to attend scheduled meetings Board members and attendance
attended every such meeting. Jez Maiden also spent Board meeting attendance during the year to 31 December 2022
In accordance with provision 11 of the Code, at additional time during 2022 for his induction into the
least half of the Board, excluding the Chair, are business and more information on this is on page 65
Scheduled meetings Meetings
Non-Executive Directors whom the Board considers in the Induction, training and development section. Board members eligible to attend attended
to be independent. As Kawal only joined at the end of 2022, her
induction will take place in early 2023. Andrew Martin Chairman 5 5
The Board recognises the recommended term
André Lacroix Chief Executive Officer 5 5
within the Code for Non-Executive Directors and the In addition to the scheduled Board meetings, there
Chairman to ensure the progressive refreshing of was frequent ad hoc contact between Directors to Jonathan Timmis Chief Financial Officer 5 5
the Board meets the evolving needs of the Company. discuss the Group’s affairs and the development of
Graham Allan Senior Independent Non‑Executive Director 5 5
More information on the succession plans of the its business. When required, the Board also met at
Board, to ensure the appropriate combination of short notice on a quorate basis. During 2022, there Gurnek Bains Non-Executive Director 5 5
executive and independent Non-Executive Directors were no additional Board meetings held whereas in
Lynda Clarizio Non-Executive Director 5 5
on the Board, is outlined in the Nomination 2021 there were two additional Board meetings held
Committee report on page 67. to discuss acquisitions and all Directors were present Tamara Ingram Non-Executive Director 5 5
at these meetings.
Jez Maiden (appointed 26 May 2022) 3 3
Time commitment of Directors
The Board recognises the importance of all Two meetings with the Chairman and the Non- Kawal Preet (appointed 31 December 2022) 0 0
Non-Executive Directors having the necessary Executive Directors, without the Executive Directors
Gill Rider Non-Executive Director 5 5
time to commit to the business of Intertek and, or management being present, are scheduled every
upon appointment, their letters of appointment year. The Chairman also maintains regular contact Jean-Michel Valette Non-Executive Director 5 5
stipulate the expected time commitment whilst with the Senior Independent Non-Executive Director.
acknowledging that this may vary depending upon
the demands of the business and other events. Where Directors have concerns about the operation
All Directors make themselves freely available as of the Board or the management of the Company
required, even at short notice, in order to meet that cannot be resolved, the minutes will reflect this.
the needs of the business. No such concerns were raised during the year.
65 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
>
>
comprehensive programme of virtual visits to our positive about the comprehensive induction process,
operations was put in place but now also includes noting the one-to-one meetings held with the CEO, the
visits in person to laboratories. This enables our new Board members and the Leadership Team, followed by
Directors to meet senior management across the an around the world tour of Intertek which included
Group and our colleagues working in the labs in China, two-hour presentations from all the main global
Italy, Dubai, Germany, Singapore, Turkey, the US and 2024 2023 leaders, virtual site tours and questions enabling the
the UK, and is more time and cost effective. The External Internal new Board members to experience the dynamics of
feedback from Jez Maiden was that this was one of evaluation evaluation the business.
the most professional and comprehensive induction >
programmes that he had received which gave a great The Board is very experienced, and this collective
insight into the business, operations and people. This experience was an important factor in ensuring that
process will continue to be kept under review in light the Board continued to be as effective throughout
of Directors’ feedback. the pandemic as it had been before. This enabled the
Board to continue to effectively discharge all of its
responsibilities despite only having online meetings
between March 2020 and up to December 2021.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
The technology employed to hold online meetings is André continues to bring a real sense of clarity For each Committee of the Board a similar process Chairman and Director evaluation
felt to have worked well and, in particular, the online and alignment to Intertek’s strategy, and during was undertaken. The Committee evaluations looked The Non-Executive Directors, led by the Senior
live tours of overseas sites enabled even more sites the year the Board’s input and involvement is at ways in which they could improve their overall Independent Non-Executive Director, conducted
to be visited than normal. These tours were felt to be sought on the areas to be incorporated into the effectiveness, their performance and areas of a performance review of Andrew Martin, who was
so valuable that, although they are not a substitute annual strategic review, with the most recent improvement during the year. The outcome from the Chairman during 2022. They considered his
for in-person visits, they will continue to be used detailed discussion by the Board held last December. these evaluations confirmed that the Committees leadership, performance and overall contribution
more extensively in future, enabling more sites to Against the backdrop of extensive opportunity for were performing well and were appropriately to be of a high standard during the year.
be visited. the industry, the discussions included a longer-term constituted.
horizon, looking forward. Andrew Martin, the Chairman, met with each
The mechanics surrounding the Board and Following the 2022 Board evaluation, the findings Director to discuss their individual contributions
Committee meetings works extremely well with Sustainability is very clearly part of Intertek’s from the internal review continued to be positive with and performance, together with any training and
well-structured agendas. The clarity of the papers DNA and the Board has great confidence in the strong scores in each of the four categories that were development needs. Following these reviews, the
presented enables a complex business to be more Company’s environmental and social credentials with evaluated. All Directors agreed that the Board is open Board remains satisfied that, in line with the Code,
easily understood and the papers are of a very high a sustainability moment now part of every meeting and collegiate and has a positive dynamic and feel. all Directors are able to allocate sufficient time to
and professional quality. Due to online meetings agenda. The Board will continue to consider whether The materials presented to the Board are of a very the Company to enable them to discharge their
taking place during the pandemic, there has been a a Board ESG Committee is required, but at present it high quality and highly informative. Given the quality responsibilities as Directors effectively and that any
little more emphasis on presentations. As more face is considered that the ESG agenda is so important, of papers is so good, there is a desire to continue to current external appointments do not detract from
to face meetings now take place, there will be a that it should be the responsibility of all of the Board. allocate as much time as possible for discussion as the extent or quality of time which any Director is
return to a more discursive emphasis. Governance overall is seen to be sound. part of the meeting agenda. able to devote to the Company.
The Board recognised the importance of the work There is a real sense of community of purpose on the It was understood that the opportunity to get a The Board recommends that shareholders should be
to create the Board Promise to embody the role and Board with great support and respect for the work good sense of the 'touch and feel' of the operations supportive of their election or re-election to the
purpose of all Board members in promoting Intertek’s André and the management team do in addressing and culture had been a little more difficult during the Board at the 2023 AGM.
Purpose of bringing quality, safety and sustainability challenges as they arise, most recently with the pandemic, given the inability to go and visit any of
to life and which informs the Board’s approach to its pandemic, and ensuring that the health and safety the operations around the world. Everyone fed back Group Company Secretary support
duties to all stakeholders. Around the Board table of our employees are always the number one priority. that the visit to India had worked extremely well, and The role and responsibilities of the Group Company
there is great pride in what Intertek does across the it had been very positive to once again meet Secretary are outlined on page 63.
world for various stakeholders and in the work that The 2022 Board internal evaluation process was led colleagues in person. With respect to talent mapping
our incredible colleagues perform daily to make the by Andrew Martin, with the support of the Group and succession, the Board had very much appreciated
world a safer place with precision, pace and passion. Company Secretary, and entailed: the increase in the number of senior management
presenting to the Board during the year and noted
The ‘People Agenda’, including talent development, • the completion of detailed questionnaires by each that it would be helpful for the Board to continue to
retention, succession and employee engagement Board member; have regular updates from the Regional Executive
features high on the agenda, even more so given the • discussions on the outcomes and recommendations Vice Presidents and Global Business Line leaders
importance of the highly qualified employee base to with the Chairman and each Board member; and during the year.
the ongoing success of Intertek. Succession and • following discussion of the results of the
talent planning is a very thorough and thoughtful evaluation the Board as a whole, identifying and An internally facilitated evaluation will also be held
process with twice-yearly discussions at the Board. agreeing areas for improvement. for 2023.
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Membership of the Committee The full Terms of Reference of the Committee, which Talent mapping, succession planning and Board reappointments
During the year, we held four formal meetings. are reviewed annually, can be found on our website. senior management succession Having come to the end of his second three-year
Attendance of members at formal meetings is shown We continue to focus our discussions on the term as Non-Executive Director on our Board on
in the table below. The Group Company Secretary Committee responsibilities and how different time horizons within our succession 26 May 2022, Andrew Martin’s appointment was
attends all formal meetings of the Committee and we met them in the year planning, including contingency planning for sudden reviewed. Following this review, the Board was
the Committee invites the CEO and the EVP, Human Performance evaluation and unforeseen departures, the orderly replacement happy to reappoint Andrew for a final three-year
Resources to attend meetings when the subject As part of the annual Board evaluation, the of current Board members and senior management, term, until 26 May 2025.
matter deems their presence appropriate. Committee’s performance was evaluated by all and a longer-term view looking at the relationship
Committee members and it was shown that the between the delivery of the Group strategy and Where the reappointment of a member of the
Committee meeting attendance during the Committee continues to be able and effective in objectives and the skills needed on the Board now Committee is being discussed, they are precluded from
year to 31 December 2022 discharging its duties in accordance with its Terms and in the future. any involvement in the discussions. In the instance
of Reference and the requirements of the Code. where the reappointment of the Chairman is being
Scheduled In 2021 and in 2022, as part of our succession discussed, the Senior Independent Non-Executive
meetings
Board and Committee composition planning, the Committee initiated searches for new Director would chair the Committee meeting.
eligible to Meetings
Committee members attend attended During the year, we continued to monitor Non-Executive Directors. In addition to the specific
the composition of the Board and its principal skills, knowledge and experience deemed necessary, Biographies for all the Directors are available on
Andrew Martin (Chair) 4 4 Committees and the independence of our Non- the role specification contained criteria such as pages 40 to 42, and a resolution for each Director
Graham Allan 4 4 Executive Directors. We undertook our annual competency and personal qualities that would be will be proposed at the forthcoming AGM for their
review of the Board’s effectiveness and composition. required for the position. The Committee also paid election or re-election.
Gurnek Bains 4 4 To ensure that the Board comprises a wide range of close attention to ensure that the candidates
Tamara Ingram 2 2 skills, experience and attributes, the Committee selected exhibited the right behaviours to fit the Board evaluation
(appointed 1 June 2022) discusses and reviews extensively the experience, skills culture, Values and ethics of the Group and would The process and findings of the external evaluation
and behaviours required of future Directors, including also be able to allocate sufficient time to the of the Board and the evaluations of each Committee
the qualities of the individual required to ensure the Company to discharge their responsibilities. and Director are outlined on pages 65 to 66. An
100% attendance right fit with the culture and style of Intertek. evaluation can determine whether there are any
The Committee engaged Spencer Stuart, an external gaps in the skills and composition of the Board.
The review concluded that the current composition search agency with no other connection to the Following the last evaluation, it was concluded
Role and key responsibilities of the of the Board and each Committee contained a Company or its individual Directors, to assist with the that the Board, each Committee and each Director
Committee good balance of skills, multi-industry sector and selection process. For both searches, an initial list of continue to perform effectively and contribute to
• Review the structure, size and composition of geographic experience, as well as diversity. The potential candidates was produced and shortlisted. the long-term sustainable success of Intertek.
the Board and its Committees. Committee also unanimously agreed, following The Committee members and the Chairman met The outcomes and the actions taken from the
• Identify, review and nominate a diverse pipeline the consideration of the independence of each separately with the shortlisted candidates, following evaluations undertaken in 2021 and 2022 are
of candidates to fill Board vacancies1. Non-Executive Director, that each Non-Executive which they agreed to recommend to the Board the outlined on pages 65 to 66 and the feedback
• Evaluate the balance of skills, independence, Director continued to be independent in accordance appointment of Jez Maiden, who was appointed to from the Board evaluation is considered when
knowledge, experience and diversity on the with the criteria set out in the Code. The Chair was the Board on 26 May 2022, and then subsequently determining the key skills required for new
Board and its Committees. independent upon appointment. the appointment of Kawal Preet, who was appointed Directors on the Board for the future.
• Review the results of the performance evaluation to the Board on 31 December 2022.
process that relates to the composition of the
Board and its Committees. As a consequence of the Board changes previously
• Review the time commitment required from discussed, there were a number of changes to the
Non-Executive Directors. composition of the Committees of the Board. With
• Review succession plans regularly. effect from 26 May 2022, Jez Maiden was appointed
1. Neither the Chair nor the CEO participates in the recruitment as a member of the Audit Committee and Tamara
of their own successor. Ingram was appointed as a member of the
Nomination Committee on 1 June 2022.
69 Book one Book two Book three
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>
all candidates on merit, against objective criteria, and their direct reports were 197 male and 53 female.
with due regard for the benefits of diversity on the Creating the brief Further details regarding gender balance across the
Board to achieve the most effective Board possible. The Committee, following the skills and composition review, compiles a brief for the role which Group are outlined on page 13 within this report.
outlines favourable characteristics and attributes that they desire the appointed individual to hold.
Due to the strategic importance of talent mapping This brief is then shared with the chosen consultant who will utilise the brief to compile a list of The Committee continues to monitor the overall
and succession planning to the long-term sustainable suitable candidates. inclusion and diversity of Intertek’s leadership at
success of the Group, the Board, as a whole, Board and senior management level, to ensure the
discusses and supports succession planning in the broadest range of leaders are considered for new
>
Leadership Team and, as part of that discussion, appointments.
reviews the diversity, as well as talent mapping
Longlist and shortlist review
across the Group in respect to Regional, Country
The appointed consultant presents an initial longlist of candidates. This list is then shortlisted using
and functional roles.
the brief as a guide to determine suitability.
This has enabled the Board to gather insights on
>
the key success factors desired for senior roles
within the Group and support in developing a diverse
pipeline in order to drive the Group’s 5x5 strategy. Due diligence
The Leadership Team can be found on page 43. Once the candidates are shortlisted, initial interviews are held and the shortlist reduced further.
The final candidates are invited to separate meetings with the Committee members and the CEO.
Our policy on Board gender diversity, which is
available on our website at intertek.com, strongly
>
UK Listed
Risk Customer Digital/ Company Previous/ UK NED
In the FTSE Women Leaders
Director Consulting Management Service/Care People Finance International Sustainability Technology Director Current CEO Experience Review published in 2022,
Intertek is ranked:
Andrew Martin
André Lacroix
Jonathan Timmis
72/98
FTSE 100 rankings for Women on Boards
and in Leadership
Graham Allan
Gurnek Bains
Ranked
Lynda Clarizio
Tamara Ingram
Jez Maiden1
34/48
in the Industrial Goods & Services sector
across the FTSE 350
Kawal Preet2
Gill Rider
Jean-Michel Valette
Board balance by gender Board balance by independence Board tenure Geographical heritage Board ethnicity
Male 64% Executive Directors 18% 0-3 years 46% Europe 55% White 82%
Female 36% Independent Non-Executive Directors 82% 3-6 years 27% North America 18% Asian 18%
6-9 years 27% Australasia 9%
South East Asia 18%
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The Committee has also continued to monitor the An evaluation of the Committee was conducted
heightened scrutiny on the external reporting of during the year, and concluded that the Committee
ESG and, more specifically, sustainability and the continues to be effective in discharging its duties in
effects of climate change on companies. As part accordance with its Terms of Reference and the
of the Task Force on Climate-related Financial requirements of the Code.
Disclosures compliance, we have reviewed and
approved management’s assessment of the As Chair of the Committee, I shall make myself
physical and transitional environmental risks available to shareholders, especially at the AGM, to
and opportunities to the Group. facilitate the answering of any questions that they
may have around the scope of the Committee’s
We advised the Board that we had reviewed the responsibilities as a whole, the Committee’s activities
process to ensure the 2022 Annual Report & throughout the year, and any other questions that
Accounts are fair, balanced and understandable may arise from this report.
and provides the necessary information for our
shareholders and all stakeholders to assess the
Group’s position, performance, business model
and strategy. The process of review is described
in greater detail on page 75.
Jean-Michel Valette
Chair of the Audit Committee
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Committee composition Committee meeting attendance during the Committee responsibilities and how Going concern
The Board is satisfied that the Committee, led by year to 31 December 2022 we met them in the year We received a detailed report from management with
Jean-Michel Valette, has the recent and relevant The Committee has specific responsibilities the approach taken to the going concern statement
financial experience and competence relevant to the Scheduled delegated to it by the Board and the full Terms and viability statement which included the projected
meetings
sectors in which Intertek operates, required by the of Reference of the Committee can be found at funding requirements, the facilities available to the
eligible to Meetings
Code. Jean-Michel, Gill, Jez and Lynda collectively Committee members attend attended intertek.com. The terms of reference are reviewed Group, the sensitivity models used including an
possess the qualities which, when complemented annually. The Group Company Secretary, the audit illustrative severe yet plausible downside scenario of
by Jez’s current CFO position for Croda International Jean-Michel Valette (Chair) 4 4 partner and members of his team attended all a reduction of 30% to the base profit forecasts and
Plc and Jean-Michel's relevant Executive and recent Lynda Clarizio 4 4 meetings held during the year. At the invitation the corresponding impact to cash flow forecasts in
extensive Non-Executive financial experience, of the Committee, the Chairman, CEO, CFO, Group both 2023 and 2024, and the review of principal risks
including his current role as Chair of the Audit Jez Maiden (appointed 2 2 Director of Financial Reporting and the Group Audit and uncertainties undertaken.
Committee of the Boston Beer Company in the US, 26 May 2022) Director attended meetings. Other members of
enable an effective Committee. The Committee's Gill Rider 4 4 senior management were invited to attend the The Committee reviewed the paper and challenged
collective experience in the roles of Chief Executive meetings as necessary. the assumptions with management and after making
Officer and Chief Financial Officer, as well as other diligent enquiries, the Directors have a reasonable
senior global positions, demonstrates their ability 100% attendance The business of the Committee is linked to the expectation, based upon current financial projections
to oversee key risks, not just financial, as well as Group’s financial calendar of events and the timetable and bank facilities available, that the Group has
maintain the intellectual curiosity and the Performance evaluation for the annual audit. The table overleaf outlines what adequate resources to continue in operation and
professional challenge needed to operate The internal evaluation of the performance of the Committee considered during 2022. meet its liabilities as they fall due over the period. This
effectively as a Committee. the Committee was conducted during the year and conclusion is based on a review and an assessment of
entailed the completion of a detailed questionnaire Financial Reporting the levels of facilities expected to be available to the
During 2022, the composition of the Committee met by each of the Committee members, review and A principal responsibility of the Committee is to Group, based on levels of cash held, Group Treasury
the requirements of the Code. Jez Maiden joined the discussion of the results of the evaluation and monitor the integrity of the financial statements funding projections, and the Group’s financial
Committee on 26 May 2022. identifying and agreeing areas for improvement. of the Group, having regard to the matters projections for a period to 31 December 2024.
The Committee reviewed their functionality, communicated to us by the external auditor, and
On appointment, new Committee members receive members’ individual strengths and identified any to measure the performance of the Group against The undrawn headroom on the Group’s committed
an appropriate induction, consisting of meetings additional training that may be beneficial. The review the financial goals of our strategy. This is key for our borrowing facilities at 31 December 2022 was
with senior management and the Group’s internal concluded that this was a well run and supported shareholders and other stakeholders in order for them £707.3m (2021: £564.2m). The maturity of our
and external auditors, a review of the Terms of Committee with very good quality meeting materials. to understand the financial strength of the business. borrowing facilities is disclosed in note 14 of the
Reference, previous Committee meeting papers, It was noted that there is a good balance of current financial statements in Book three with repayment
minutes, and information on the Group’s financial financial knowledge and knowledgeable and In order to fulfil this responsibility, we reviewed the of the Acquisition facilities of £130m and US$160m
and operational risks. inquisitive Committee members with a broad range full-year and half-year results, as well as any formal of senior notes required by 31 December 2023. The
of experience. It was highlighted that it would be announcements relating to the Group’s financial Group Treasury funding projections forecast these
An overview of the background, knowledge and helpful if Internal Audit reflected and reported on performance, prior to release. We also reviewed to be repaid using existing facilities following the
experience of the Committee Chair and each of the trends/bigger picture conclusions. It was shown that significant accounting policies and confirmed that issuance of £640m of senior notes issued in 2022.
Committee members can be found on pages 40 to 42 the Committee is able and effective in discharging its it remains appropriate to report as a going concern.
and in the Notice of the AGM. duties in accordance with its Terms of Reference and Following the recommendation of the Committee,
the requirements of the Code. the Board continues to consider it appropriate to
During the year, the Committee held four formal adopt the going concern basis in preparing the
meetings. Attendance of members at meetings is Group’s financial statements (as disclosed in note 1
shown in the following table. of the financial statements in Book three, page 7)
and has approved the long-term viability statement
as set out in Book one, pages 43 and 44.
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Effectiveness of the external audit process The responses to the annual appraisal questionnaire Audit and non-audit fees In the event that an engagement for non-audit
The Committee conducts an annual review to assess were collated and incorporated into the planning The Terms of Reference of the Committee include services arises, the policy is designed to ensure that
the independence and objectivity of the external process for the following areas: Planning, Fieldwork ensuring the continued independence and objectivity the external auditor is only appointed where it is
auditor and the effectiveness of the audit as part of and Reporting. of the Group’s external auditors. This is achieved considered to be the most suitable supplier of the
the year-end process. This process is conducted in through: service and the necessary prior approvals have been
three parts as outlined below: Following this review, the Committee considered in • the annual approval of the policy for the given in accordance with the policy.
detail the feedback received from a selection of engagement of external auditors for audit
1. PwC presents to the Committee its approach to Intertek personnel, including Committee members, and non-audit services; The Committee annually reviews and re-approves
safeguarding and maintaining the quality and Group functions, regional finance teams and country • setting limits for non-audit spend for the the framework of permitted non-audit services as
independence of their audit of the Group and their finance managers. The feedback scores from the external auditors; set out in the policy, taking into account any changes
auditors, including addressing any risks they face survey demonstrated an increase in the score • an annual review of the Group Auditor’s in legislation and best practice. The Committee
in maintaining audit quality across their network. compared with the prior year for one of the three performance in conducting the external audit reviewed the policy in 2022 and no major changes
This is an extensive report covering all aspects of sub-categories, namely reporting. The overall (presented at the May 2022 Audit Committee were made. PwC also provides an update on the
the audit from the scope of work, reporting the perception of PwC’s effectiveness remains positive, meeting); spend for non-audit services twice a year. For 2022,
outcomes of findings, the key audit matters, fraud with 97% of respondents either agreeing or mostly • a five-year maximum tenure period for the the Committee pre-approved a total non-audit spend
and investigations, intercompany transactions, agreeing with the statements outlined in the external audit partner; and of £234,000 (2021: £250,000).
treasury, key risks, going concern and the IT questionnaire, in line with prior year. • where appropriate, audit tendering and rotation.
environment. Each aspect is reviewed and debated As per the policy, all non-audit services must be
with the auditors. The Committee was satisfied Overall, the audit went smoothly particularly given The Group has set out a policy on the provision of approved by the CFO, and in the event that the
that the audit was extensive, sufficiently the continuing challenge of performing the audit non-audit work by the external auditor consistent with pre-approved limit is exceeded, the Committee
challenging and robust. remotely in many locations. Indeed, several the 2019 Ethical Standard issued by the FRC, and it is Chair and the CFO have to approve an increase
respondents commented that there were efficiencies designed to ensure that the provision of such services to the pre-approved limit. In 2022, this process
Following the completion of PwC’s 2021 audit, gained from this approach at Group-level with does not create a threat or compromise the external operated effectively.
the Chair was informed that the Supervision meetings becoming more targeted and focused. auditor’s independence and objectivity. The policy
Committee of the Financial Reporting Council There is a good collaborative approach ensuring outlines in detail the services that the external auditor A summary of the fees paid for non-audit services
('FRC') had chosen to undertake a thematic review year-round communication and engagement with cannot provide including tax services and services that is set out on the next page. The majority of the
of Intertek’s judgements and estimates in the opportunity to better integrate Tax, IT and other involve playing any part in the management or non-audit fees related to a review by PwC of the
2021 Annual Report & Accounts. The review workstreams. The audit findings and the areas to decision-making of the audited entity amongst others. Interim Results announcement, which is deemed a
stated that there were no questions or queries improve were discussed at the May 2022 Committee It identifies certain types of engagement that the non-audit service. This was considered appropriate
raised, noting that the FRC’s role is not to verify meeting and PwC effectively addressed questions external auditor shall, subject to the audit cap, be as PwC also audit the full-year results.
the information provided but to consider and challenges provided by Committee members. permitted to undertake, including with respect to
compliance with the reporting requirements. audit-related services such as reporting required by Further information is contained in note 4 to the
The Committee concluded, at the meeting held in law or regulation to be provided by an auditor, financial statements in Book three, page 12.
2. The views of management and the Directors on May 2022, that PwC remained independent and that, reviewing interim financial information, reporting on
PwC’s service, level of challenge, and application overall, PwC had completed a robust and fit-for- regulatory returns, reporting to a regulator on client
of professional judgement are obtained via a purpose audit process across the Group with a assets and reporting on government grants. With
questionnaire, and subsequent follow up as satisfactory level of resources. respect to non-audit services, the policy outlines the
necessary. The feedback is then presented to services that can be provided by the external auditor
the Committee. The effectiveness of the 2022 audit of the Group as required by law or regulation and are exempt from
will be reviewed by the Committee in May 2023. the non-audit fee cap.
3. The key findings and recommendations from both
processes, together with any form of appropriate
external evaluation such as feedback from
shareholders and the FRC Audit Quality Inspection
Report then form the basis of the assessment of
PwC’s effectiveness, together with the Committee’s
experience of dealing with PwC during the year.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Audit fee breakdown for services provided Internal audit In 2022, the Committee: Fair, balanced and understandable assessment
by PwC in 2022 The Group has an Internal Audit function, whose • Oversaw the independence of Internal Audit The Code states that through its financial reporting,
2022 2021
activities are overseen by the Committee, which by maintaining a direct independent reporting the Board should provide a fair, balanced and
£m £m provides assurance over compliance with the line between the Group Audit Director and the understandable assessment of the Group’s
Group’s framework of financial Core Mandatory Committee Chair, and by meeting with the position and prospects. We, at the Board’s request,
Total non-audit fees 0.2 0.1 Controls ('CMCs'). Group Audit Director without the presence reviewed the process for determining whether,
– audit-related services 0.2 0.1 of management. when taken as a whole, the 2022 Annual Report
The Committee monitors and reviews the • Approved the 2023 audit plan which is & Accounts meets the standard prescribed.
– tax services – – effectiveness and resources of the Internal Audit determined using a risk assessment of the
– other non-audit function. To this end, the Committee approves the existing methodology and audit frequency In justifying this statement, the Committee has
services – – Internal Audit programme and charter for the year. standards taking into account the results of considered the robust process that underpins it,
The Committee reviews the internal audit reports 2022 audit activity. which includes:
Audit fee 5.9 4.7 and monitors management’s responsiveness to the • Reviewed reports on internal audit activities
% of audit fee 3% 2% findings and recommendations of the Group Audit including overall progress in delivering the plan • clear guidance and instruction given to all
Director, as well as approving the appointment and and summaries of each audit performed, with contributors, including at business line level;
removal of the Group Audit Director as appropriate. commentary on compliance with the financial • revisions as a result of regulatory requirements
The Statutory Audit Services for Large The Committee noted that, despite the ongoing controls framework, areas of good practice and monitored on a regular basis;
Companies Market Investigation (Mandatory pandemic extending into 2022, the Internal Audit areas for improvement. • pre-year-end discussions held with the external
Use of Competitive Tender Processes and team had completed one more report than had been • Reviewed the financial CMCs trend data from auditor in advance of the year-end reporting
Audit Committee Responsibilities) Order 2014 issued in 2021. When reviewing the summary 2018 to 2022. The Committee has noted a steady process;
(‘CMA Order’) – Statement of compliance findings, management responses, progress against improvement in audit scores over the period since • pre-year-end input provided by the senior
audit recommended improvement plans and average the introduction of the CMCs framework. management team and from corporate functions;
The Group confirms that it complied with the compliance scores, the Committee were satisfied • Monitored management progress on addressing • a verification process dealing with the factual
provisions of the CMA Order for the financial year that the Internal Audit function continued to work open audit actions. content of the reports to ensure accuracy and
under review. effectively and focus its activities in the areas with • Reviewed the annual assessment on the consistency;
most need. effectiveness of the Group Internal Audit • comprehensive review by the senior management
function which included feedback from key team to ensure overall consistency and balance;
Independent review of effectiveness business stakeholders. An action plan for areas • review conducted by external advisers and
An independent review of effectiveness, which of improvement was approved. the external auditor on best practice regarding
is generally carried out every three years, was the content and structure of the Annual Report
undertaken by Grant Thornton in 2019. Their The Committee satisfied itself that the quality, & Accounts;
approach considered four key areas: Performance, experience and expertise of the function is • review and consideration of the financial
Planning, People and Positioning. The review appropriate for the business. statements by the Committee; and
concluded that Internal Audit is a valued function • final sign-off by the Board.
of the business and that their role in defining
expectations and improving compliance with the The Board determined that the 2022 Annual Report
financial CMCs is widely acknowledged. They further & Accounts, when taken as a whole, provides
concluded that the function exhibits a number of a fair, balanced and understandable assessment
areas of good practice, in particular in the continuous of the Group’s position and prospects, whilst
improvement agenda of the team, as well as their simultaneously providing shareholders with the
innovative processes and reporting. The report also necessary information to facilitate their assessment
highlighted that the remit of the Internal Audit role of the Group’s position, performance, business model
could evolve and expand in the future. Given and strategy.
dislocations due to Covid-19, the next review
of effectiveness will be in 2023.
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Internal control and risk management systems An online questionnaire requesting confirmation of Whistleblowing and fraud In accordance with the Code, the external auditor
The Board ultimately reviews the Group’s risks, adherence to controls: financial, operational, HR and We reviewed the adequacy and security of prepares a report for the Committee on both the
controls and compliance and mitigation actions. The IT is sent to all Intertek operations. Where corrective the Group’s arrangements for its employees and half-year and full-year results, which summarises
Committee is responsible for reviewing the adequacy actions are needed, the country is required to contractors to raise concerns, in confidence, about the approach to key risks in the external audit and
and effectiveness of that risk framework. We have an provide an outline and a confirmed timeline. The possible wrongdoing in financial reporting or other highlights any issues arising out of their work on
integrated approach to getting assurance that our results are used as an input for the Internal Audit matters ensuring that these arrangements allow those risks, or any other work undertaken on
risks are being appropriately and effectively and Compliance Audit assurance work for 2023. proportionate and independent investigation of the audit.
identified and addressed. Further information on how such matters and appropriate follow-up action.
Intertek has implemented an end-to-end integrated Self-assessment responses are consolidated for review During the year, the Committee reviewed and
approach to risk, control and compliance is outlined at a regional level, with further review and sign-off of The whistleblowing hotline is well-publicised and considered the following estimates and areas of
on page 50. the consolidated self-assessments in the regional risk can be used by all employees, contractors and others judgement to be exercised in the application of
committees, before a final consolidated CEO and CFO representing Intertek, or by third parties such as the accounting policies:
‘Doing Business the Right Way’ is at the heart of review. A final summary assessment is provided to the our customers or people who are affected by our
what we do and is a key enabler of our 5x5 strategy Committee. The self-assessment exercise has been operations. This whistleblowing hotline is run by an
for growth. The Intertek CMCs are an integral part reviewed during the year to ensure global coverage independent, external provider. It is multi-language
of ‘Doing Business the Right Way’, and provide the and to reflect Intertek’s operational and financial and is accessible by phone and by email 24 hours a
mechanism by which we define, monitor and structure, and in order to enhance the alignment of day. Further information on the whistleblowing
achieve consistently high standards in our control the self-assessment to the assurance process. hotline can be found on page 50.
environment throughout the whole organisation.
At the end of the year, the Committee undertook We annually review and approve the statements to be In addition, we review the Group’s systems and
a review of the effectiveness of the CMCs and included in the Annual Report & Accounts to ensure procedures for detecting fraud and the prevention
Assurance Map to ensure that they continued to they remain relevant to the Group's strategy and of bribery and receive regular reports on non-
be fit for purpose. Where non-compliances with the operations as well as complying with any regulatory compliance and keep under review the adequacy
current CMCs were identified in the 2022 internal requirements. A detailed verification programme also and effectiveness of the Group Compliance function.
audit review process, remediation plans have been provides assurance to the Committee and the Board
put in place. For 2023, the effectiveness of the when checking that all the statements made in the Significant issues considered
process was reviewed and there were additional Annual Report & Accounts are accurate. Intertek’s by the Committee
controls introduced to address the areas for Manual of Accounting Policies and Procedures is In preparation for each year-end, the Committee
improvement identified in 2022. issued to all finance staff giving instructions and reviews the significant accounting policies,
guidance on all aspects of accounting and reporting estimates and judgements to be applied in the
The new controls for 2023 relate to the collection that apply to the Group. The Committee can confirm financial statements and discusses their application
and reporting of GHG, commuting, net zero and that it reviewed the Group’s internal controls and risk with management. The external auditor also
other environmental/sustainability data. Training management systems and concluded that there was considers the appropriateness of these assessments
on the financial CMCs is mandatory for all finance an effective control environment in place across the as part of the external audit. The Committee’s views,
team members, with certification for successful Group during 2022, and up to the date on which these comments and their insights are used to inform the
completion of scenario-based test questions. financial statements were approved. No significant processes and approach taken by management in all
The training is available in multiple languages. failings or weaknesses were identified. areas of significant risk, thus facilitating a Group-
wide consistent and prudent approach.
In order to provide assurance that the Intertek
controls and policy framework is being adhered to,
a self-assessment exercise is undertaken across the
Group’s global operations. This exercise is reviewed
and refreshed each year to align with the updated
control framework and to support the continued
development of the Group’s control environment.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Claims From time to time, the Group is involved in various claims and lawsuits incidental to the ordinary course of business. The Committee considered the claims provision which
reflects the estimates of amounts payable in connection with identified claims from customers, former employees and others. The Committee noted that once claims have
been notified, the finance teams liaise with the business to determine whether a provision is required, based on IAS 37 Provisions, Contingent liabilities and Contingent
assets (‘IAS 37’).
The level of provision is subsequently reviewed on a regular basis with the Group General Counsel, taking into account the advice of external legal counsel. The Committee,
following assurance from management and review of the position by the external auditors, considered and agreed that the claims provision, and associated disclosures,
were appropriate given the size and status of claims reported.
Taxation The determination of profits subject to tax is calculated according to complex laws and regulations, the interpretation and application of which can be uncertain. In
addition, deferred tax assets and liabilities require judgement in determining the amounts to be recognised, with consideration given to the timing and level of future
taxable income. The main areas of judgement in the Group tax calculation are the expected central tax provisions for the full year, including provisions related to transfer
pricing risk, and the recognition of the UK deferred tax asset.
Twice a year, the Committee receives a report from management providing an evaluation of existing risks and tax provisions which is reviewed by the Committee. The
Committee also considered reports presented by the external auditors before determining that the levels of tax provisioning were appropriate.
Revenue Recognition IFRS 15 Revenue from Contracts with Customers requires an entity to recognise revenue in a way that shows the transfer of goods/services promised to customers is
an amount that reflects the expected consideration in return for transferring control of those goods or services to the customer.
The Committee reviewed the work completed regarding revenue and, taking into account the views of the external auditors, agreed that the treatment was appropriate.
Acquisitions and fair value accounting The Committee was advised of the approach taken to the acquisition made in 2022 where the related fair value was recognised on a provisional basis. Such provisional
amount is subsequently finalised within the 12-month measurement period, as permitted by IFRS 3. Details of the acquisition in 2022 are set out in note 10 in Book three,
page 21.
The Committee, following assurance from management and review of the position by the external auditors, was satisfied that the treatment was appropriate.
Impairment of Goodwill and other acquired The Group is required to make judgements to estimate the fair value of assets and liabilities acquired; in particular, the amounts attributed to intangible assets such as
intangible assets titles, brands, acquired customer lists and associated customer relationships. These judgements impact the amount of goodwill recognised on acquisitions. As outlined
in note 9 the Group has £1,418.4m of Goodwill which has arisen on acquisitions. An impairment assessment is required at least annually in respect of this amount.
The Committee noted the update as at the year-end and, taking into account the acquisition made during the year, and after seeking views from the external auditors,
agreed the disclosure in note 9 in Book three, pages 18 to 21.
Accounts receivable and accrued income The Group takes a prudent approach to provisioning of accounts receivable and accrued income balances in line with IFRS 9 Financial Instruments.
The Committee noted the update as at the year-end and, considering the views of the external auditors, agreed that the Group’s provision was appropriate.
Consideration of Climate Change Mandatory TCFD reporting for premium listed entities has driven significant momentum regarding climate change related disclosures. The Group has set out its
consideration of climate change in respect of an impact on the financial reporting judgements and estimates arising from our assessment of climate change on the
Group as a whole.
The Committee reviewed the approach taken to consider the impact of climate change and the disclosures in Book one, pages 49 to 57 and taking into account the
feedback from the external auditors agreed the approach taken and the related disclosures.
Pensions The Group operates a number of post-employment plans. In most locations, these are defined contribution arrangements. However, there are material defined benefit
schemes in the United Kingdom and Switzerland.
Having considered advice from external actuaries and assumptions used by companies with comparator plans, the Committee agreed that the assumptions used to
calculate the income statement and balance sheet assets and liabilities for post-employment plans were appropriate (see note 16 in Book three, page 33).
Following reviews and discussions throughout the year of all the relevant papers presented and after considered discussion with management and the external auditors, the Committee had an understanding of the business
rationale for transactions and how they were being recorded and disclosed in the financial statements, and therefore agreed that the estimates and areas of judgement exercised by management were appropriate.
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When determining incentive outcomes the With regards to salary budgets, we are acutely aware growth. Details of the underlying targets for the
Committee exercised independent judgement, of the challenges our employees are facing with the 2023 long-term incentive awards are set out on
taking into account a number of internal and current inflationary environment across the world. In pages 89 to 90.
external considerations to determine whether making salary budget decisions, the Group balanced
the results felt appropriate, including: the challenges our employees are facing with the Alignment with strategy and purpose
wider approach to cost discipline. The overall salary Our Core Purpose of “Bringing Quality, Safety and
• The progress delivered by the leadership team on budget for the Group was therefore set with the Sustainability to life” continues to be central to
pricing, productivity and cash initiatives to deliver focus being on providing the largest increases to everything we do. Across the organisation our people
strong returns; those on the lowest incomes. Across the UK, the are excited by the opportunity we have to deliver our
• Overall share price performance in the year and the salary budget has been agreed at 2.0%, with the UK Purpose every day. Our Purpose is supported by our
implementation of our progressive dividend policy, representing c.5% of Intertek’s employee population. Values. We pride ourselves in living our Values, with
which rewarded our shareholders with a £170.6m integrity and fairness sitting at the heart of all our
pay-out for the full year 2022 dividend; Implementation of our Remuneration Policy decisions. We believe that our Remuneration Policy
• The strategic actions taken by the leadership team in 2023 and its implementation are value-based, and will
to position the Group to seize the attractive organic The Committee continues to believe that our create sustainable momentum for the business, our
and inorganic growth opportunities ahead; and Remuneration Policy is working well and achieving people, our customers and our shareholders in the
• The overall stakeholder experience over the year, our business objectives and no major changes are years to come, whilst also supporting the sustainable
including the experience of our clients, employees proposed to the implementation of our Policy for delivery of Intertek’s clear and powerful differentiated
and communities. 2023. Our Remuneration Policy is delivered 5x5 growth strategy.
consistently at all levels of the wider workforce and
It was the view of the Committee that the incentive the alignment of performance metrics throughout the Shareholder engagement
outcomes appropriately reflected performance in organisation is one of the key aspects of our Policy. I would like to take this opportunity to thank our
the period and the wider shareholder experience, shareholders for their support for our Directors’
and the Remuneration Policy operated as intended With regard to salary, the Committee has awarded Remuneration Report at our 2022 AGM. Shareholders
and therefore no discretion was applied. the CEO and CFO a 2.0% salary increase in line with and their representatives have engaged extensively
the wider UK workforce increase of 2.0%. with us in recent years as we have developed our
Wider workforce approach to remuneration at Intertek and they have
Across the Group, our employees have shown There will be no change to the CFO’s pension always provided valuable insight and feedback to the
commitment, innovation, agility and passion to contribution of 5% of salary. As reported last year, Remuneration Committee. The Board is confident
give Intertek a unique advantage in our industry. We the CEO’s pension contribution will continue to that remuneration at Intertek continues to be aligned
truly value our people, and our focus on their health, reduce by 5% each year over the next two years until to our shareholder interests and carefully designed
safety and well-being is critical to our continued it is in line with the wider UK workforce and the CEO’s to support our strategy. I look forward to your
success. Intertek is compliant with minimum wage pension contribution will reduce to 15% with effect support at our forthcoming AGM.
and mandatory social contributions requirements from 1 June 2023.
in all jurisdictions where we operate, and, given Yours sincerely,
the geographic spread of the Group’s operations, The maximum annual incentive opportunity will
employee reward is managed at local level to enable remain at 200% of salary for the CEO and CFO, in line
local management to deliver the right customer and with the Policy. The annual incentive will continue to
employee experience. In recent years, the Group has be based 85% on financial metrics and 15% on ESG,
put into place a number of programmes to support with no proposed change to the annual incentive
our employees, including our ‘Kindness’ global measures which the Committee believes continue
wellbeing programme and our refreshed Employee to align with our strategy and our Core Purpose.
Safety and Wellbeing Policy. It is our people’s Gill Rider
unwavering commitment to our customers that Long-term incentive awards will be granted to the Chair of the Remuneration Committee
has driven Intertek’s performance throughout the CEO and CFO in 2023, with no changes to the award
pandemic and through this economically turbulent sizes (CEO: 300% of salary; CFO: 200% of salary) or
period, and we will continue to support them through performance measures which continue to support the
these challenging times. Group’s 5x5 differentiated strategy for sustainable
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Directors’ Remuneration Policy Policy overview As a global service business, our success is critically
We continue to focus on ensuring that our dependent on the performance and retention of our
The section below sets out the Remuneration Policy
Remuneration Policy is appropriate for the nature, key people around the world. Employment costs
for Executive and Non-Executive Directors, which
size and complexity of the Group, encourages our represent the major element of Group operating
was approved by shareholders at the AGM on 26 May
employees in the development of their careers, is costs. As a global Group, our pay arrangements take
2021. There is no change to the Remuneration Policy
aligned with the Company’s strategy and is in the into account both local and international markets and
this year in line with the normal three-year Policy
best interests of the Company and its stakeholders. we operate a global Remuneration Policy framework
cycle. The full Policy is set out in the 2020 Annual
It is directed to deliver continued sustainable to achieve our reward strategy. Our benchmark peer
Report & Accounts which can be found at intertek.
profitable growth. groups for the majority of our employees consist
com/investors. Some sections of the Policy have been
of international industrial or business service
updated to reflect how it was applied in 2022 and our
Our remuneration strategy is to: organisations and similar-sized businesses. For our
proposed implementation of the Policy in 2023.
• align and recognise the individual’s contribution to more senior executives we base our remuneration
help us succeed in achieving our 5x5 differentiated comparisons on a blend of factors, including sector,
In determining the Remuneration Policy, which was
strategy for sustainable growth; job complexity, location, responsibilities and
approved in 2021, the Committee followed a robust
• attract, engage, motivate and retain the best performance, whilst recognising the Company
process which included discussions on the content
available people by positioning total pay and is listed in the UK.
of the Policy at two Remuneration Committee
benefits to be competitive in the relevant market
meetings. The Committee considered input from
and in line with the ability of the business to pay; We believe that a significant proportion of
management, although conflicts of interest were
• reward people equitably for the size of their remuneration for senior executives should be related
managed with decisions being taken by the
responsibilities and performance; and to performance, with part of that remuneration being
members of the Remuneration Committee and
• motivate high performers to increase shareholder deferred in the form of shares and subject to
our independent advisers, as well as in the context
value and share in the Group’s success. continued employment and longer-term performance.
of best practice and guidance from our major
We also believe that share-based remuneration
shareholders and the proxy advisory bodies.
Each year the Committee approves the overall should form a significant element of senior
reward strategy for the Group and sets the individual executives’ compensation, so that there is a strong
remuneration of the Executive Directors and certain link to the sustained future success of the Group.
senior management. The Committee reviews the
balance between base salary and performance-
related remuneration against the key objectives and
targets so as to ensure performance is appropriately
rewarded. This also ensures outcomes are a fair
reflection of the underlying performance of the Group.
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Element of pay Purpose and link to strategy Operation Maximum opportunity Performance measures
Base salary To attract and retain high The Committee normally reviews salaries annually, There is no prescribed maximum salary Individual performance is taken into account
performing Executive Directors taking account of factors including, but not limited to, or annual increase. when salary levels are reviewed.
to lead the Group. the scale of responsibilities, the individual’s experience
and performance. In awarding any salary increases, the
Committee is guided by the general
Whilst the Committee takes benchmarking increase for the employee population
information into account, its decisions are based but on occasions may need to recognise
primarily on the performance of the individual other factors including, but not limited
concerned against the above factors to ensure that to, development in role, change in
there is no unjustified upward ratchet in base salary. responsibility and/or variance to market
levels of remuneration.
Benefits To provide competitive benefits to Benefits include, but are not limited to, annual The total value of these benefits n/a
ensure the wellbeing of employees. medicals, life assurance cover of up to six times base (excluding the all-employee plans)
salary, allowances in lieu of a company car or other will not normally exceed 12% of salary.
benefits, private medical insurance (for the individual
and their dependants) and other benefits typically The maximum opportunity under any
provided to senior executives. all-employee share plan is in line with all
other employees and is as determined
Executive Directors can participate in any all- by the prevailing HMRC rules.
employee share plans operated by the Company
on the same basis as all other employees.
Pension To provide competitive retirement Executive Directors can elect to join the Company’s For new Executive Directors pension n/a
benefits. defined contribution pension scheme, receive pension provisions will be in line with those of
contributions into their personal pension plan or the wider UK workforce (currently 5%
receive a cash sum in lieu of pension contributions. of salary).
Element of pay Purpose and link to strategy Operation Maximum opportunity Performance measures
Annual Incentive Plan (‘AIP’) To drive the short-term strategy Awards are based on Group annual performance The maximum opportunity in respect The annual incentive will be measured against
and recognise annual performance targets, with performance targets normally set of a financial year is 200% of salary for a range of key Group financial measures.
against targets which are based on annually by the Board. each Executive Director.
business objectives. The current intention is that none of the
Incentive outturns are normally assessed by the The Committee has the ability to incentives will be subject to non-financial
Committee at the year-end, taking into account adjust the performance measures if measures or personal performance measures.
performance against the targets and the underlying not appropriate in the context of overall
performance of the business. performance. The Committee, however, retains the
discretion to introduce such measures in
The payout at below threshold performance is 0% of The Committee can adjust upwards the future, up to a maximum of 20% of
maximum, with 25% of the maximum bonus normally the incentive outturn (up to the the incentive.
payable for threshold performance. Payouts between maximum set out above) to recognise
threshold and maximum (100%) are determined on an very exceptional circumstances or to Were the Committee to introduce such
annual basis. Details of the payout schedule will be recognise circumstances that have measures, it would normally consult with the
disclosed in the relevant Directors’ Remuneration occurred which were beyond the direct Company’s largest institutional shareholders.
report. responsibility of the executive and the
executive has managed and mitigated For 2023, the annual incentive will be based
Normally, 50% of any incentive is paid in cash and 50% the impact of any loss. on 70% matrix of revenue and adjusted
deferred into shares which will vest after a period of operating profit growth, 15% ROIC and 15%
three years subject to continued employment. ESG. The stretch targets, when met, reward
exceptional achievement and contribution.
Malus and clawback provisions apply. There is no incentive payout if threshold
targets are not met.
Long Term Incentive Plan To retain and reward Executive Annual grant of conditional shares which vest after Up to 300% of salary in respect of any LTIP awards are subject to an appropriate
(‘LTIP’) Directors for the delivery of three years, subject to Company performance and financial year. balance of earnings, cash and capital
long-term performance. continued employment. efficiency based performance measures.
To support the continuity of the Awards may be made in other forms (e.g. nil-cost The Committee retains the discretion to
leadership of the business. options) if considered appropriate. introduce another performance metric, with
a maximum weighting of up to one-third of
To provide long-term alignment The shares will also normally be subject to a two-year the incentive. Were the Committee to
of executives’ interests with holding period after vesting. introduce such measures, it would normally
shareholders by linking rewards consult with the Company’s largest
to Intertek’s performance. Performance targets are normally set annually for institutional shareholders.
each three-year performance cycle by the Board.
For 2023, the LTIP award will be based on
Vesting is normally assessed by the Committee earnings per share, return on invested capital
after the end of the performance period, taking and adjusted free cash flow. Each measure will
into account performance against the targets have an equal weighting.
and the underlying performance of the business.
The Committee has the ability to adjust incentive 25% of an award will vest for achieving
payments if it believes that out-turns are not threshold performance, increasing pro rata
appropriate in the context of overall performance. to full vesting for the achievement of stretch
performance targets.
Malus and clawback provisions apply.
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Element of pay Purpose and link to strategy Operation Maximum opportunity Performance measures
Share ownership guidelines To increase alignment between Executive Directors are expected to retain any vested 500% of salary for the CEO. n/a
executives and shareholders. shares (net of tax) under the Group’s share plans until
the guideline is met. 300% of salary for the CFO.
Selection of performance metrics The Committee will operate the annual incentive The maximum level of variable pay (annual incentive Service contracts for Executive Directors
The annual incentive plan is based on performance plan and LTIP according to the respective rules of and long-term incentive awards, or any combination The service agreements of the Executive Directors
against a mix of financial and non-financial measures. the plans. The Committee will retain flexibility in thereof) which may be awarded to a new Executive are not fixed term and are terminable by either the
The mix of financial measures is aligned to the Group’s a number of areas regarding the operation and Director at or shortly following recruitment shall be Company or the Director on 12 months’ notice and
key performance indicators (‘KPIs’) and is reviewed administration of these plans, including (but not limited to 500% of salary. These limits exclude make provision, at the Board’s discretion, for early
each year by the Remuneration Committee to ensure limited to) the following: buy-out awards and are in line with the Remuneration termination by way of payment of salary and pension
that they remain appropriate to reflect the priorities • how to deal with a change of control or restructuring Policy for Directors set out previously. contributions in lieu of 12 months’ notice. In
for the business in the year ahead. The targets are set of the Group, or a demerger or similar event calculating the amount payable to a Director on
for each KPI to encourage continuous improvement (including how to assess performance conditions The Committee may offer additional cash and/or termination of employment, the Board would take
and challenge the delivery of stretch performance. and whether to time pro-rate awards); and share-based elements to take account of remuneration into account the commercial interests of the Company
• how and whether any award may be adjusted in relinquished when leaving the former employer when it and apply usual common law and contractual
The 2023 LTIP award is based on earnings per certain circumstances (including in the event of considers these buy-outs to be in the best interests of principles. Any payments in lieu of notice may be paid
share growth, return on invested capital and adjusted a variation of share capital, demerger, special the Company (and therefore shareholders). in a lump sum or may be paid in instalments and
free cash flow. The performance metrics align with dividend, or similar event). reduce if the Director finds alternative employment.
Intertek’s earnings model, which supports delivery Any such awards would reflect the nature, time The service contracts are available for inspection at
of the Company’s differentiated strategy, which The Committee also retains the discretion within horizons and performance requirements attaching the Company’s registered office. The Committee
aims to move the centre of gravity of the Company the Remuneration Policy to adjust targets and/or set to the remuneration it is intended to replace. Where reviews the contractual terms for new Executive
towards high-growth, high-margin areas in our different measures and weightings if it considers it appropriate, the Committee retains the flexibility to Directors to ensure these reflect best practice.
industry. Earnings per share ensure that there is a is required so that the targets or conditions achieve utilise Listing Rule 9.4.2 for the purpose of making
clear focus on margin-accretive revenue growth; their original purpose. Revised targets/measures an award to buy-out remuneration relinquished when In summary, the contractual provisions are:
adjusted free cash flow ensures focus on strong cash will be, in the opinion of the Committee, no less leaving the former employer. For external and internal
Provision Detailed terms
management; and return on invested capital ensures difficult to satisfy than the original conditions. The appointments, the Committee may agree that the
a focus on disciplined capital management. Committee may accelerate the vesting and/or the Company will meet certain relocation expenses and Notice period 12 months
release of awards if an Executive Director moves continuing allowances as appropriate. Additionally,
A sliding scale of challenging performance targets jurisdictions following grant and there would be in the case of any Executive Director being recruited Common Common law and contractual
is set for each measure. The Committee reviews greater tax or regulatory burdens on the award in from overseas, or being recruited by the Company law and principles apply
the choice of performance measures and the the new jurisdiction. to relocate overseas to perform their duties, the contractual
appropriateness of the performance targets prior Committee may offer expatriate benefits on an principles
to each LTIP grant. The Committee reserves the Remuneration scenarios for ongoing basis subject to their aggregate value to the Remuneration An incentive may be payable (pro
discretion to set different targets for future awards, Executive Directors individual not exceeding 50% of salary per annum. entitlements rata where relevant) and
without consulting with shareholders. When setting The chart on the next page illustrates how the outstanding Share Awards may
the targets for the annual incentive and the LTIP, the Executive Directors’ remuneration packages vary For an internal Executive Director appointment, vest (see below)
Committee takes into account a range of factors, at different levels of performance under the Policy any variable pay element awarded in respect of
including the business plan, prior-year performance, which will apply in 2023 for both the Chief Executive the prior role may be allowed to pay out according Change of No Executive Director’s contract
market conditions and consensus forecasts. Officer (‘CEO’) and Chief Financial Officer (‘CFO’). to its terms, adjusted as relevant to take into control contains provisions or additional
account the appointment. In addition, any other payments in respect of change of
Terms of incentive awards Approach to recruitment and promotions ongoing remuneration obligations existing prior to control. The treatment of annual
Deferred Share awards and LTIP awards may include The remuneration package for a new Executive appointment may continue. If a new Chairman or incentive awards and outstanding
the right to receive (in cash or shares) the value of Director – base salary, benefits, pension, annual Non-Executive Director is appointed, remuneration Share Awards will be treated in
the dividends that would have been paid on the incentive and long-term incentive awards – would be arrangements will be in line with those detailed in line with the relevant plan rules
shares that vest up to the time of vesting (or for LTIP set in accordance with the terms of the Company’s the Remuneration Policy for Non-Executive Directors
awards, up to the end of the relevant holding period). prevailing approved Remuneration Policy at the time set out in the Remuneration Policy for Directors. There is no automatic entitlement to an annual
The Committee’s intention is that such dividends of appointment. The Committee may set the base incentive award in the year of cessation of
would normally be settled in shares. salary at a value to reflect the calibre, experience employment. The Committee may determine
and earnings potential of a candidate, subject to however, that for certain leavers an annual
the Committee’s judgement that the level of incentive award may be payable with respect
remuneration is in the Company’s best interest. to the period of the financial year served.
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Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Any share-based entitlements granted to an Value of remuneration packages at different levels of performance
Executive Director under the Company’s share plans
will be determined based on the relevant plan rules.
£’000
£7,985 LTIP award
8,000
The default treatment under the 2021 LTIP,
7,500 Annual incentive
and previously under the 2011 LTIP, is that any Basic salary, benefits and pension
outstanding awards lapse on cessation of 7,000
6,500 £6,443
employment. However, in certain prescribed
circumstances, such as death, ill-health, injury, 6,000
disability or other circumstances at the discretion of 5,500 58%
the Committee, ‘good leaver’ status may be applied. 5,000 48%
4,500
For good leavers, Deferred Share awards will vest in 4,000 £3,873
full on the original vesting date (as permitted under
3,500 £3,334
the plan rules), unless the Remuneration Committee
3,000 40% £2,788
determines that awards should vest at an earlier
date. LTIP awards will normally vest on the original 2,500 32% 26% 49%
vesting date (they will normally, where appropriate, 2,000 39%
26% £1,696
be subject to any holding period), and subject to the 1,500 £1,303
32%
satisfaction of the relevant performance conditions 1,000 39% 33%
100% 34% 20% 16% £603 32%
at that time and reduced pro rata to reflect the 500
proportion of the performance period actually 100% 36% 22% 18%
0
served. However, the Committee has discretion to Minimum On-target Maximum Maximum 2 Minimum On-target Maximum Maximum 2
determine that awards vest at an earlier date and/or A Lacroix, Chief Executive Officer J Timmis, Chief Financial Officer
to disapply time pro-rating, although it is envisaged
Points relating to the above table:
that this would only be applied in exceptional 1. Salary levels are based on those applying on 1 April 2023.
circumstances (for example, death). Any such 2. The value of taxable benefits is based on the cost of supplying those benefits (as disclosed) for the year ended 31 December 2022.
incidents, where discretion is applied by the 3. The value of pension receivable by the CEO and CFO in 2023 is taken to be 15% of salary and 5% of salary, respectively.
Committee in relation to Executive Directors, will 4. The on-target level of annual incentive is taken to be 50% of the maximum opportunity.
5. The on-target level of the LTIP is taken to be 50% of the face value of the award at grant.
be disclosed in the following Annual Report & 6. Share price movement and dividend accrual have not been incorporated into the first three scenarios. Share price growth of 50% has been assumed on the LTIP in the Maximum 2 scenario.
Accounts on Remuneration.
Letters of appointment for Consideration of employment conditions The remuneration strategy set out at the beginning
Non-Executive Directors elsewhere within the Group of the Directors’ Remuneration Policy report reflects
The letter of appointment for each Non-Executive When setting the Remuneration Policy for Executive the strategy in place across all employees across the
Director states that they are appointed for an initial Directors, the Remuneration Committee takes into Group. Although this remuneration strategy applies
period of three years and all appointments are account the pay and employment conditions across the Group, given the size of the Group and the
terminable by one month’s notice on either side. elsewhere within the Group. When considering the geographical spread of its operations, the way in which
At the end of the initial period and after rigorous remuneration arrangements for the Executive the Remuneration Policy is implemented varies across
review, the appointment may be renewed for a Directors for the year ahead, the Committee is the Group. For example, annual incentive deferral
further period, usually three years, if the Company informed of salary increases across the wider Group. applies at the more senior levels within the Group
and the Director agree and subject to annual The Committee also approves the overall reward and participation in the LTIP is at the Remuneration
re-election at the AGM. Each letter of appointment strategy in operation across the Group. Committee’s discretion and is typically limited to senior
states that if the Company were to terminate the executives employed within the Group.
appointment, the Director would not be entitled to
any compensation for loss of office. Given the geographical spread of the Group’s
operations, the Remuneration Committee does
The table below sets out the terms for all the current not consider it appropriate to consult employees
Non-Executive Directors of the Board. on the Remuneration Policy in operation for
Executive Directors.
Notice period/Unexpired term
Date of appointment as at 31 December 2022 Consideration of shareholder views
The Committee values the opportunity to engage in
Andrew Martin 26 May 2016 becoming Chair One month/29 months meaningful dialogue with its investors. In April 2022,
on 1 January 2021 the Committee consulted with investors on our
Reappointed: 26 May 2022 approach to Executive Director remuneration and
Graham Allan 1 October 2017 One month/nine months further details on the engagement is outlined in the
Reappointed: 1 October 2020 Chair of the Remuneration Committee’s letter on
pages 78 and 79.
Gurnek Bains 1 July 2017 One month/six months
Reappointed: 1 July 2020 Legacy arrangements
Lynda Clarizio 1 March 2021 One month/14 months The approved Directors’ Remuneration Policy
provides authority to the Company to honour any
Tamara Ingram 18 December 2020 One month/11 months commitments entered into with current or former
Jez Maiden 26 May 2022 One month/29 months Directors such as the vesting of outstanding share
awards (including exercising any discretions available
Kawal Preet 31 December 2022 One month/36 months to it in connection with such commitments) that
Gill Rider 1 July 2015 One month/18 months were agreed:
Reappointed: 1 July 2021
i. before the policy set out above, or any previous
Jean-Michel Valette 1 July 2017 One month/six months policy, came into effect;
Reappointed: 1 July 2020 ii. at a time when a previous policy approved by
shareholders was in place provided that the
payment is in line with the terms of that policy;
and
iii. at a time when the relevant individual was not
a Director of the Company and the payment was
not in consideration for the individual becoming
a Director of the Company.
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Annual Report on Remuneration Committee responsibilities and how we met them in the year The remuneration framework and the incentive
We have specific responsibilities reserved to us by the Board and the full Terms of Reference of the Committee, structure that we have in place cascades right down
Committee membership and meeting
which were updated in 2019 and are reviewed annually, can be found on our website at intertek.com. through the wider workforce and ensures alignment
attendance
with executive remuneration and the 5x5 strategy.
Matters delegated to the Committee Code provision
We also took into account the UK wider workforce
Scheduled salary increase when determining the 2023 salary
meetings Determines the Company’s policy on remuneration for the Executive Directors and senior 33, 36–40 increase for the Executive Directors.
eligible to Meetings
executive management.
Committee members attend attended
Determines the remuneration for the above and the Chair, including any compensation 33 We ensure that we have effective engagement with
Gill Rider (Chair) 4 4 the wider workforce on the Group’s remuneration
on termination of office.
Graham Allan 4 4 and related policies through various escalation
Reviews the remuneration arrangements for the wider employee population and considers 33 processes and communication forums including Town
Gurnek Bains 4 4 issues relating to remuneration that may have a significant impact on the Group. Halls, WhatsIn, emails and leadership briefings. The
Tamara Ingram 4 4 regular Town Halls that take place across the Group
Provides advice to, and consults with, the CEO on major policy issues affecting the 33
provide an opportunity for our people to raise
remuneration of other executives.
questions on remuneration which are addressed at
100% attendance Responsible for establishing the selection criteria, selecting, appointing and setting 35 the meetings, with feedback directly fed to senior
the terms of reference for any remuneration consultants who advise the Committee. management and then upwards.
The above members were members throughout
Keeps the Remuneration Policy under review in light of regulatory and best practice 36–40
2022 and at all times the composition of the During the year, we reviewed the salary levels for
developments and shareholder expectations and ensures that the Remuneration Policy
Committee was compliant with the Code. All senior management and the determination of the
is voted on at least every third year. Due regard is given to the interests of shareholders
members are independent Non-Executive Directors. annual incentive payments and long-term incentive
and the requirements of the Listing Rules and associated guidance.
Prior to joining Intertek in July 2015, Gill had been outcome for 2022. We considered a report on the
Chair of the Remuneration Committee at Charles Ensures each year that the Annual Directors' Report on Remuneration is put to shareholders 41 general market trends that could impact the Group.
Taylor plc since January 2012. This enabled the for approval at the AGM and includes a description of the work of the Committee. Further information is provided in the letter from the
Nomination Committee to recommend her Chair of the Committee on page 79.
appointment as Chair of the Committee which
was then approved by the Board. Remuneration Policy and report
Executive Director remuneration Wider workforce remuneration
It is important that we keep the Remuneration Policy
On appointment, new Committee members receive We are responsible for determining the and engagement
under review in light of regulatory and best practice
an appropriate induction consisting of meetings Company’s policy on the remuneration of the We also review the remuneration and related policies
developments, Listing Rules and Governance Code
with senior personnel, advisers and as appropriate, Chairman, the Executive Directors and senior of the wider workforce to ensure that incentives
changes as well as shareholder expectations.
meetings with shareholders and other relevant executive management. We also determine their and rewards align to our Purpose, Values and culture.
stakeholders. They also review the Terms of remuneration packages, including any compensation As part of this we receive information on salary
We regularly undertake a review of the Directors’
Reference, previous Committee meeting papers on termination of office and review to ensure their increases, the design of the bonus and targets
Remuneration report to ensure compliance with
and minutes. alignment with our culture and with those of the and on the 2021 Long Term Incentive Plan and
Remuneration Reporting Regulations. We also
workforce as a whole. performance criteria. This is used to inform decisions
discussed the 2022 proxy voting agencies'
The Committee invites the Chairman, CEO and the EVP, when setting the policy for Executive Director
reports and their recommendations issued prior
Human Resources to attend meetings when it deems In the year, we addressed this by reviewing and remuneration and for when we consult with, or
to the 2022 AGM.
appropriate, except when their own remuneration is agreeing the remuneration of the Executive provide advice to, the CEO on major policy issues
discussed. No Director is involved in determining his Directors as well as the Leadership Team. We affecting the remuneration of other executives.
or her own remuneration. None of the Committee received advice from Deloitte LLP (‘Deloitte’)
members has had any personal financial interest, to inform our discussions.
except as shareholders, in the decisions made by the
Committee. The Group Company Secretary acts as
Secretary to the Committee.
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Total value of benefits (excluding all-employee plans) will not exceed 12% of salary.
Pension From 1 June 2023, 15% reducing by 5% each year until it is in line with the wider UK workforce (currently 5% of salary) for the CEO. 5% of base salary for the CFO.
Annual Incentive Plan (‘AIP’) • Maximum opportunity for the CEO and CFO: 200% of base salary.
• 50% of any incentive is paid in cash and 50% is deferred into shares vesting after three years.
• Malus and clawback provisions apply.
• Performance metrics – 70% will be based on a matrix based on revenue and adjusted operating profit growth, 15% will be based on ROIC and 15% will be based on ESG, which for 2023 will
comprise a Carbon Emissions target. Targets are not disclosed prospectively due to commercial sensitivity, however, detailed disclosure of the performance targets and actual outturns will
be provided in the following year.
• Annual incentive will continue to be subject to a quality of earnings review at the end of the year to ensure that payouts are appropriate based on the underlying performance of the Group
and to ensure that any awards are commensurate with the Group’s culture and Values.
Long Term Incentive Plan As set out in the table below, the ROIC targets are set taking into account the stretch within the business plan and current ROIC performance. The change in the target range relative to prior
(‘LTIP’) years reflects the level of invested capital at work within the business, which has increased in recent years through the Group’s strategy of making bolt-on acquisitions which complement
the Group’s business (including the 2022 acquisition of Clean Energy Associates and the two main acquisitions in 2021 of JLA Brasil Laboratório de Análises de Alimentos and SAI Global
Assurance). The Committee believes that the proposed target range for ROIC (and the wider financial metrics in the LTIP) are appropriately stretching relative to the business plan and external
forecasts of performance.
• Maximum opportunity for the CEO and CFO: 300% and 200% of base salary, respectively.
• Two-year holding period after vesting.
• Malus and clawback provisions apply.
• Performance metrics for awards being granted in 2023:
Measures Definition Threshold Maximum Commentary
(25%) (100%)
Earnings Per Annualised fully diluted, adjusted EPS growth. 4% p.a. 10% p.a. Compound annual growth rate targets.
Share (‘EPS’)
Measured on a constant currency basis.
(1/3)
Per the definition used for the Group’s KPIs in Book
one, page 24.
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Adjusted Free Free cash flow generated from operations less net £1,109m £1,189m Cumulative targets measured over three years.
Cash Flow (1/3) capital expenditure, net interest paid and income tax
Targets set taking into account stretch within business plan and expected capital
paid. Adjusted for separately disclosed items.
expenditure over the coming three years.
Measured on a constant currency basis.
Per the definition used in Book one, page 24.
Return on Adjusted operating profits less adjusted tax divided 15.3% 19.3% Cumulative adjusted operating profits divided by cumulative invested capital in each of
Invested Capital by invested capital (net assets excluding tax the three performance years.
(‘ROIC’) (1/3) balances, net financial debt and net pension
Target set taking into account stretch within business plan, current ROIC performance,
liabilities).
and reflective of the Group’s strategy of making small bolt-on acquisitions which
Measured on a constant currency basis. complement the Group’s business.
Per the definition used for the Group’s KPIs in Book The treatment of significant acquisitions would be determined at the time of the
one, page 24. transaction.
Share ownership guidelines Shareholding guidelines are 500% of salary for the CEO and 300% of salary for the CFO. A post-cessation holding equivalent to the lower of the guideline target or the number of shares
held at the date of departure will be required to be held for a period of two years from the Executive's departure date.
From From
1 January 1 January
2023 2022
Board membership £’000 £’000
Included in the fees shown in the table above, and pursuant to the policy of aligning Directors’ interests with those of shareholders, £10,000 of the fees paid to the Non-Executive Directors and £35,000 of the fees paid to the
Chairman are used each year to purchase shares in the Company.
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Remuneration in context
The following section sets out how the Remuneration Committee has addressed the factors in Provision 40, when determining Executive remuneration as set out in the 2018 UK Corporate Governance Code.
Clarity Variable remuneration arrangements, which are cascaded throughout the workforce, are based on clearly defined financial performance metrics which are aligned
Remuneration arrangements should be with the Group’s 5x5 differentiated strategy for sustainable long-term growth.
transparent and promote effective engagement
with shareholders and the workforce
Simplicity Remuneration arrangements are simple, comprising the following key elements:
Remuneration structures should avoid
complexity and their rationale and operation • Fixed element: comprises base salary, benefits and pension, which are aligned to that offered to the majority of the workforce.
should be easy to understand • Short-term incentive: annual bonus which incentivises the delivery of financial and non-financial performance metrics linked to ESG. Half of the bonus is paid in cash
with the balance deferred into shares vesting after a period of three years.
• Long-term incentive: LTIP which incentivises financial performance over a three-year period, promoting long-term sustainable value creation for shareholders. Awards
are subject to a two-year holding period post-vesting.
Risk Performance targets are calibrated to be aligned with the Group’s business plan which is set in line with the Group’s risk framework.
Remuneration structures should ensure
reputational and other risks from excessive The Remuneration Committee retains the flexibility to review formulaic outcomes to ensure that they are appropriate in the context of overall performance of the
rewards, and behavioural risks that can arise Group, including risk.
from target-based incentive plans, are identified
and mitigated
Predictability The remuneration scenario charts, set out on page 85, provide estimates on the potential future reward opportunity in a range of scenarios, including below
The range of possible values of rewards to threshold, target and maximum performance (including share price appreciation).
individual Directors and any other limits or
discretions should be identified and explained
at the time of approving the Policy
Proportionality Variable remuneration is directly aligned to the Group’s strategic priorities (through the selection of key financial performance metrics), with payments calibrated
The link between individual awards, the delivery to ensure that payments are only made where strong performance is delivered.
of strategy and the long-term performance of the
Company should be clear and outcomes should not As noted above, the Remuneration Committee retains the flexibility to review formulaic outcomes to ensure that they are appropriate in the context of the overall
reward poor performance performance of the Group.
Alignment with culture As set out on page 80, the Remuneration Policy at Intertek has been set to be appropriate for the nature, size and complexity of the Group, encourages our employees
Incentive schemes should drive behaviours in the development of their careers, is aligned with the Company’s strategy and is in the best interests of the Company and its stakeholders.
consistent with the Company’s Purpose, Values
and strategy It is directed to deliver continued sustainable profitable growth.
• align and recognise the individual’s contribution to help us succeed in achieving our 5x5 differentiated strategy for sustainable growth;
• attract, engage, motivate and retain the best available people by positioning total pay and benefits to be competitive in the relevant market and in line with
the ability of the business to pay;
• reward people equitably for the size of their responsibilities and performance; and
• motivate high performers to increase shareholder value and share in the Group’s success through well designed and appropriately calibrated incentive schemes.
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The sections that have been audited are indicated as such on pages 92 to 101. The independent auditors’ report can be found in Book three, pages 54 to 60.
André Lacroix 2022 1,003 118 3 415 1,2253 221 – 2,985 1,345 1,640
2021 988 109 3 1,680 – 4
268 – 3,048 1,368 1,680
Jonathan Timmis 2022 533 29 3 220 – 3
27 –
7
812 592 220
20216 398 24 1 676 – 13 2,1877 3,299 436 2,863
1. Benefits include allowances in lieu of company car, annual medicals, life assurance, private medical insurance and the use of a car and driver for the CEO ( gross £36,255, net £19,940).
2. This relates to the payment of the annual incentive and Deferred Share Award for the financial year-end. Further details of this payment are set out on the following pages.
3. This relates to the 2020 LTIP award due to vest May 2023. Further details on performance are set out on page 95. There was no discretion exercised in respect of the awards.
4. This relates to the 2019 LTIP award which was due to vest in March 2022 where the performance outcome gave rise to nil vesting. There was no discretion exercised in respect of the awards.
5. None of the Executive Directors had a prospective entitlement to a defined benefit pension.
6. This relates to the period from 1 April 2021 when Jonathan Timmis was appointed as a Director.
7. This relates to the buyout awards granted to Jonathan Timmis when he joined the Company on 1 April 2021. Further information on these awards is outlined in our 2020 Directors' Remuneration report.
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1. Pursuant to the policy of aligning Directors’ interests with those of shareholders, the fees shown as being paid to the Non-Executive Directors include £10,000 used to purchase shares and the fee paid to Chairman includes £35,000 used to purchase shares.
2. With respect to the Non-Executive Directors no other benefits are provided.
3. Certain expenses relating to ensuring that the Directors were in a position to undertake the performance of their duties (not included in the Benefits column above) such as travel to and from Company meetings, related accommodation and completion of UK tax returns for overseas Directors
have been classified as taxable. In such cases, the Company will ensure that the Director is not out of pocket by settling the related tax via the PSA. In line with current regulations, these taxable benefits have been disclosed and are shown in the BIK arising from performance of duties column.
The figures shown are the cost of the taxable benefit.
4. The 2021 fees for Lynda Clarizio relate to the period from 1 March 2021, the date she was appointed to the Board.
5. The fees shown for Jez Maiden relate to the period from 26 May 2022, the date he was appointed to the Board.
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• 70% based on a matrix based on revenue and adjusted operating profit growth;
• 15% based on return on invested capital (‘ROIC’); and
• 15% based on a carbon emissions target.
Straight-line payouts occur between each of the points above threshold noted above.
The Company’s performance resulted in a Group annual incentive payout of 20.58% of maximum opportunity. Performance of individual components is shown below.
2022 Company performance against annual incentive targets (at 2021 constant currency)
% 2022 2022 2022 2022 Weighted
Financial measures Weighting Threshold Target2 Maximum Actual Achieved3 achievement
1. Total External revenue calculated using Lfl Revenue on constant 2021 exchange rates and Adjusted operating profit excludes certain non-budgeted non-recurring items and Separately Disclosed Items.
2. Target is equivalent to 50% payout.
3. Percentage achieved against maximum targets.
4. Return on invested capital as per definition used for the Group's KPIs in Book one, page 24.
5. Emissions are measured in tonnes of carbon dioxide equivalent (tCO2e).
6. Performance at threshold levels generates 25% outcome for both ROIC and carbon emissions.
7. Emissions from Fuel- and Energy-Related Activities not Included in Scope 1 or Scope 2 are excluded from incentive targets.
8. EY have issued an assurance statement in respect of carbon emissions disclosure that can be found on page 28.
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For 2022, the annual incentive outturn in cash and shares is as follows:
1. These awards vest three years after the date of grant, subject to continued employment or good leaver status. The deferred award is based on 50% of the annual incentive outturn.
The performance conditions attached to this award and actual performance against these conditions are as follows:
Earnings Per Share (33.3%) Annualised fully diluted, adjusted EPS growth. Measured on a constant currency 4% 10% 1.4% 0%
basis.
Adjusted Free Cash Flow (33.3%) Free cash flow generated from operations less net capital expenditure, net interest £1,126m £1,206m £1,296m 100%
paid and income tax paid. Adjusted for separately disclosed items. Measured on a
constant currency basis.
Return on Invested Capital (33.3%) Adjusted operating profits less adjusted tax, divided by invested capital (net assets 20% 24% 24.3% 100%
excluding tax balances, net financial debt and net pension liabilities). Measured on a
constant currency basis.
Total vesting 66.67%
1. 25% of the LTIP share awards will vest at the threshold target and 100% will pay out at the stretch target.
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The LTIP Share Awards granted in 2020 to the Executive Directors were as follows:
Number of
shares based Value of vested
Number of on accrued Total number of Number of Number of shares
Executive Director shares at grant dividends shares shares to lapse shares to vest £’0001
1. The value of shares vested is calculated using the average mid-market share price in the fourth quarter of 2022 which was £38.94.
2 Appointed as a Director on 1 April 2021.
The Committee considered the LTIP outturns in the context of the underlying financial performance of the Group and determined it was appropriate not to exercise its discretion. There was no share appreciation on the shares
which vested below their award price.
The LTIP Share Awards granted in 2022 are conditional share awards subject to performance for the three-year period ending 31 December 2024. Shares are granted at the average of the mid-market quotation price for the
five days up to and including the day immediately before grant.
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The performance conditions attached to this award and the targets are as follows:
Earnings Per Share (33.3%) Annualised fully diluted, adjusted EPS growth, calculated on a constant currency basis and per the EPS definition used for the 4% 10%
Group KPIs in the 2020 Annual Report & Accounts.
Return on Invested Capital (33.3%) Adjusted operating profits less adjusted tax, divided by cumulative invested capital (being net assets excluding tax balances, 16.5% 20.5%
net financial debt and net pension liabilities) in each of the three years, measured on a constant currency basis.
Adjusted Free Cash Flow (33.3%) Free cash flow generated from operations less net capital expenditure, net interest paid and income tax paid adjusted for £899m £979m
separately disclosed items and is measured on a constant currency basis. Cumulative targets measured over three years.
Number of
shares over Face value
Basis of award Award price which award of award
Executive Director Type of award Date of award granted £ was granted £’000 Vesting date1
31 December 2021 Granted in 2022 Award price1 Dividend accrued Vested in 2022 Lapsed in 2022 31 December 2022
Type of Award Number of shares Number of shares £ in 20222 Number of shares Number of shares Number of shares Date of vesting
André Lacroix
2019 LTIP Share3,4 50,117 – 47.378 – – (50,117) – Mar 2022
Dividend 2,909 – – – – (2,909) –
Deferred Share 3
15,135 – 47.378 – (15,135) – – Mar 2022
Dividend 876 – – – (876) – –
2020 LTIP Share5,6 44,900 – 53.94 – – – 44,900 May 2023
Dividend 1,143 – – 1,158 – – 2,301
Deferred Share 7
10,532 – 48.126 – – – 10,532 Mar 2023
Dividend 408 – – 271 – – 679
2021 LTIP Share 6,8
46,296 – 53.36 – – – 46,296 Mar 2024
Dividend 920 – – 1,193 – – 2,113
LTIP Share6,9 8,471 – 58.324 – – – 8,471 May 2024
Dividend 168 – – 218 – – 386
2022 LTIP Share 6,10
– 60,794 48.762 – – – 60,794 Mar 2025
Dividend – – – 1,567 – – 1,567
Deferred Share10 – 17,225 48.762 – – – 17,225 Mar 2025
Dividend – – – 443 – – 443
Total 181,875 78,019 4,850 (16,011) (53,026) 195,707
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31 December 2021 Granted in 2022 Award price1 Dividend accrued Vested in 2022 Lapsed in 2022 31 December 2022
Type of Award Number of shares Number of shares £ in 20222 Number of shares Number of shares Number of shares Date of vesting
Jonathan Timmis
(appointed as a Director on 1 April 2021)
2021 Buyout award11 13,000 – 56.108 – (13,000) – – April 2022
Dividend 258 – – – (258) – –
2021 Buyout award 12
13,000 – 56.108 – – – 13,000 April 2023
Dividend 258 – – 335 – – 593
2021 Buyout award13 13,000 – 56.108 – – – 13,000 April 2024
Dividend 258 – – 335 – – 593
2021 LTIP Share 14
18,713 – 56.108 – – – 18,713 April 2024
Dividend 371 – – 482 – – 853
2022 LTIP Share 6,10
– 21,533 48.762 – – – 21,533 Mar 2025
Dividend – – – 555 – – 555
Deferred Share10 – 6,930 48.762 – – – 6,930 Mar 2025
Dividend – – – 178 – – 178
Total 58,858 28,463 1,885 (13,258) 75,948
1. Awards made are based on a share price obtained by averaging the closing share prices for the five dealing days before the date of grant.
2. The dividend shares are accrued on the date the dividend is paid and determined using the closing market price of the shares on that date. The dividend accruals relate to Share Awards made in lieu of not receiving cash dividends during the vesting period.
3. Awards vested on 21 March 2022, on which date the closing market price of shares was £51.70 having been granted on 21 March 2019 on which date the closing market price was £47.70. Awards were made at a share price of £47.38 being the share price obtained by averaging the closing
share prices for the five dealing days before the date of grant.
4. One-third of the LTIP Share Awards are subject to EPS, one-third on Return on Invested Capital and one-third on Adjusted Free Cash Flow. In 2022, no LTIP shares vested.
5. Awards will vest on 29 May 2023, subject to continued employment or good leaver status, having been granted on 29 May 2020, on which date the closing market price was £55.06. Awards were made at a share price of £53.94 being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
6. One-third of the LTIP Share Awards are subject to EPS, one-third on Return on Invested Capital and one-third on Adjusted Free Cash Flow. The LTIP shares will be subject to an additional two-year holding period post-vesting.
7. Awards will vest on 13 March 2023, subject to continued employment or good leaver status, having been granted on 13 March 2020, on which date the closing market price was £45.36. Awards were made on a share price of £48.126 being the share price obtained by averaging the closing
share prices for the five dealing days before the date of grant.
8. Awards will vest on 12 March 2024, subject to continued employment or good leaver status, having been granted on 12 March 2021, on which date the closing market price was £53.06. Awards were made at a share price of £53.36 being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
9. Awards will vest on 27 May 2024, subject to continued employment or good leaver status, having been granted on 27 May 2021 on which date the closing market price was £54.82. Awards were made at a share price of £58.324 being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
10. Awards will vest on 11 March 2025, subject to continued employment or good leaver status, having been granted on 11 March 2022 on which date the closing market price was £48.56. Awards were made at a share price of £48.762 being the share price obtained by averaging the closing
share prices for the five dealing days before the date of grant.
11. Awards vested on 1 April 2022, on which date the closing market price of shares was £52.14 having been granted on 1 April 2021 on which date the closing market price was £57.20. Awards were made at a share price of £56.108 being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
12. Awards will vest on 1 April 2023, subject to continued employment or good leaver status, having been granted on 1 April 2021 on which date the closing market price was £57.20. Awards were made at a share price of £56.108, being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
13. Awards will vest on 1 April 2024, subject to continued employment or good leaver status, having been granted on 1 April 2021 on which date the closing market price was £57.20. Awards were made at a share price of £56.108, being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant.
14. Awards will vest on 1 April 2024, subject to continued employment or good leaver status, having been granted on 1 April 2021 on which date the closing market price was £57.20. Awards were made at a share price of £56.108, being the share price obtained by averaging the closing share
prices for the five dealing days before the date of grant. One-third of the LTIP Share Awards are subject to EPS, one-third on Return on Invested Capital and one-third on Adjusted Free Cash Flow. The LTIP shares will be subject to an additional two-year holding period post-vesting.
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The Committee has the discretion to reduce annual incentive payments if it believes that short-term performance has been achieved at the expense of the Group’s long-term future or vice versa. The Committee also retains
the discretion to reduce or reclaim payments if the performance achievements are subsequently found to have been significantly misstated.
Beneficially
owned at
Beneficially 31 December
owned at 2022 or on Outstanding Outstanding
31 December ceasing to be a LTIP Share Deferred Shareholding as Shareholding
2021 Director1 Awards2 Shares3 a % of salary4 Guideline met
1. No changes in the above Directors’ interests have taken place between 31 December 2022 and 27 February 2023.
2. Subject to performance conditions.
3. Subject to continued employment or good leaver status.
4. Calculated as the number of shares beneficially owned at 31 December 2022 based on a share price of £40.34 as at 30 December 2022, being the last trading day, and applied to the annual salary for 2022.
5. Appointed 16 May 2015 with the guideline to hold 200% of base salary in shares by 16 May 2020. With effect from the AGM held on 26 May 2021, this was increased to 500% of base salary, which has been exceeded.
6. Appointed 1 April 2021 with a guideline to hold 200% of base salary in shares by 1 April 2026. This was increased to 300% of base salary with effect from the AGM held on 26 May 2021.
7. Appointed 26 May 2022.
8. Appointed 31 December 2022.
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Ross McCluskey continues to be employed by the Group, as Executive Vice President Europe and Central Asia, and therefore was not treated as a leaver for the purpose of outstanding incentive awards on ceasing to be
a Director.
1. The percentage change for incentive and benefits for André Lacroix are based on actual amounts earned from 2019, 2020, 2021 and 2022. The overnight increase in April 2022 was 2%.
2. The increases for Jonathan Timmis are also based on actual amounts earned. Their size reflects a comparison of 2022 full-year against 2021 part-year. His overnight salary increase in April 2022 was 2%.
3. The Intertek UK employee group has been selected as the most appropriate comparator group, due to the diverse nature of the Group’s global employee population.
Non-Executive Director fees are set in advance for all Non-Executive Directors and any changes in salary percentages reflect that one comparator year was not a full year, or the Non-Executive Director changed Committee roles and there was an adjustment to their fees to reflect this, or a general
increase in fees which would be reflected in the table on page 93. Any changes in the Benefits% column would reflect the benefits in kind occurred in the performance of their duties (e.g. expenses for accommodation, travel or meals) – whether there is a claim depends on where the meetings are
held in relation to where the Director's place of work is considered to be or where n/a is shown this indicates no payment was received in either period or that the increase cannot be calculated as there was no payment in the preceding period.
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CEO pay ratio In terms of reporting options, the Company chose The pay ratio reflects how remuneration arrangements differ as responsibility increases for more senior roles
The following table sets out the CEO’s pay ratio, option B, using the most recent gender pay gap in the organisation, including reflecting that an increased proportion is based on performance-related variable
comparing the CEO’s total remuneration against that information to determine the relevant employees pay and short-term based incentives for more senior executives. The Committee is therefore comfortable that
of UK employees. The table below shows the required at the 25th, 50th and 75th percentile to compare the pay ratio reflects the pay and progression policies at Intertek.
information from 2019 through to 2022. to CEO pay, as that data was already available and is
used for other reporting purposes. It refers to gender Relative importance of the spend on pay
25th 75th
pay data as of 1 April 2022 and uses the single total The table below shows the movement in spend on staff costs between the 2021 and 2022 financial years,
percentile Median percentile figure methodology for the identified individuals. The compared to dividends.
Method pay ratio pay ratio pay ratio pay and benefits for the employees at the quartiles
are their total actual annual pay and benefits as of
2022 2022 2021 %
31 December 2022. £m £m change
CEO Option B 109:1 86:1 55:1
2021 With regards to representativeness of the Staff costs1 1,394.7 1,242.6 12.2%
CEO Option B 117:1 90:1 56:1 ratios, Intertek is a very diverse employer and has Dividends 170.6 170.6 0%
employees in many UK locations. Our employees
2020 1. Staff costs are shown at actual rates. At constant currency, staff costs increased by 5.8%, reflecting a 6.4% foreign exchange impact.
have many different qualifications and are working
CEO1 Option B 94:1 72:1 50:1
in and serving almost all major industries. As a
2019 consequence, it is unlikely that there is any one
CEO Option B 205:1 152:1 107:1 single individual whose pay and benefits are Performance graph
representative of Intertek UK as a whole. Intertek Consistent with prior years, the graph alongside shows the TSR in respect of the Company over the last
1. These ratios have been updated to reflect actual LTI vesting
has therefore also looked at the total pay of the ten financial years, compared with the TSR for the full FTSE 100 Index. The FTSE 100 is selected as the
value in the single pay figure.
individuals immediately above and below the 25th, comparator group as it is a good representation of peer group companies and Intertek is a constituent of
50th and 75th percentile. Looking at the spread of the FTSE 100. TSR, reflecting the change in the value of a share and dividends paid, can be represented by
The regulations also require the total pay and the value of a notional £100 invested at the beginning of a period and its change over that period.
resulting ratios, it was decided that the ‘best
benefits and the salary component of total pay
equivalent’ would be the arithmetic mean of the total
to be set out as follows: £ Intertek Group
pay of three individuals around each reporting point:
250 FTSE 100
Base Total pay and • For the three employees around the 25th
salary benefits
percentile: Ratios ranged from 104:1 to 111:1, 200
£ £
with an arithmetic mean of 109:1.
CEO remuneration 1,002,975 2,985,563 • For the three employees around the 50th 150
UK employee 25th percentile: Ratios ranged from 82:1 to 92:1,
percentile 24,265 27,481 with an arithmetic mean of 87.1. 100
• For the three employees around the 75th
UK employee median 31,635 34,576 percentile: Ratios ranged from 53:1 to 58:1,
50
with an arithmetic mean of 55:1.
UK employee 75th
percentile 49,625 54,400 0
When calculating total pay and rewards, no pay
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022
components were omitted. The Company used the
calculation methodology as set out in the relevant
regulations (The Companies (Miscellaneous Reporting)
Regulations 2018). For part-time employees, their
relevant pay and benefit components have been
adjusted to the equivalent full-time figure for the
relevant business. Full-time equivalent hours can
vary across locations and legal entities.
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W Hauser A Lacroix
2013 2014 2015 2015 2016 2017 2018 2019 2020 2021 2022
1. As reported in previous years, at the time of joining, the Company had bought out André’s existing share awards with his previous employer in two tranches of 91,575 and 91,574 shares vesting in 2016 and 2017, each at an award price of £28. The tranche that vested in 2017 vested at a
share price of £42.95, which represents an increase in our Company share price over the two years of over 53%. These awards were one-off awards and not part of his ongoing remuneration.
The graph below shows the total remuneration of the Intertek CEO over the ten-year period from 2013 to 2022.
£’000
8,000
6,000
4,000
2,000
0
2013 2014 2015 (WH) 1 2015 (AL) 2 2016 2017 2018 2019 2020 2021 2022
Gill Rider
Chair of the
Remuneration Committee
104 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Allotment of shares Purchase of own shares Significant agreements There are no significant agreements or contracts in
At the AGM held in 2022, the shareholders generally Shareholders also approved the authority for the The Company is not a party to significant agreements place with any Group Company and a Director of the
and unconditionally authorised the Directors to allot Company to buy back up to 10% of its own ordinary which take effect, alter or terminate upon a change Company or a major shareholder.
relevant securities up to approximately two-thirds of shares by market purchase until the conclusion of the of control following a takeover bid apart from a
the nominal amount of issued share capital. AGM to be held this year. The Directors will seek to number of credit facilities with banks together with Material interests in shares
renew this authority for up to 10% of the Company’s certain senior notes issued by the Company. The Up to 27 February 2023, being the latest practicable
It is the Directors’ intention to seek renewal of issued share capital at the forthcoming AGM. This total amount owing under such credit facilities and date before the publication of this report, the
this authority in line with guidance issued by the power will only be exercised if the Directors are senior note agreements as of 31 December 2022 is following disclosures of major holdings of voting
Investment Association. The resolution will be satisfied that any purchase will increase the earnings shown in note 14 to the financial statements. These rights have been made (and have not been amended
set out in the Notice of AGM. per share of the ordinary share capital in issue after agreements contain clauses such that, in the event or withdrawn) to the Company pursuant to the
the purchase, and accordingly, that the purchase is in of a change of control, the Company can offer to requirements of Rule 5 of the DTR of the FCA (‘DTR
At the AGM held in 2022, the Directors were also the interests of shareholders. The Directors will also or must repay all such borrowings together with 5’). The Company is not aware of any changes in the
empowered by the shareholders to allot equity give careful consideration to gearing levels of the accrued interest, fees and other sums owing as interests disclosed under DTR 5 since the year-end.
securities, up to 5% of the Company’s issued share Company and its general financial position. Any required by the individual agreements.
capital, for cash under section 570 of the Act. It is shares purchased in this way may be held in treasury
intended that this authority be renewed at the which, the Directors believe, will provide the The rules of the Company’s incentive plans contain
forthcoming AGM. Company with flexibility in the management of its clauses relating to a change of control resulting
share capital. Where treasury shares are used to from a takeover and, in such an event, awards would
It is the Board’s intention to also propose the satisfy Share Awards, they will be classed as new vest subject to the satisfaction of any associated
renewal of the additional special resolution to allow issue shares for the purpose of the 10% limit on the performance criteria. The Company is not aware
the Company to allot equity securities up to a further number of shares that may be issued over a ten-year of any other agreements with change of control
5% of the Company’s issued share capital. This is period under the relevant share plan rules. The provisions that are considered to be significant in
applicable when the Board determines a transaction Company currently holds no shares in treasury. terms of their potential impact to the business.
to be an acquisition or other capital investment and is
announced contemporaneously with the allotment or
has taken place in the preceding six-month period and
is disclosed in the announcement of the allotment. At date of notification
Percentage of
Percentage of Voting rights voting rights
voting rights through through Percentage of
Direct voting Indirect voting attached to financial financial Total voting total voting
Shareholder rights rights shares instruments instruments rights rights
These holdings are published on a Regulatory Information Service and on the Company’s website.
107 Book one Book two Book three
Intertek Group plc Annual Report & Accounts 2022 Strategic Report Sustainability Report Financial Report
Our people During the year the Group did not make any such Annual General Meeting
Information about the Group’s employees, political donations (2021: £nil). It is the Company’s The Notice of AGM, which is to be held on 24 May
employment of disabled persons policies and policy not, directly or through any subsidiary, to make 2023, is available for download from the Company’s
employment practices is contained within this report what are commonly regarded as donations to any website at intertek.com/investors. The Notice details
on pages 10 to 15. Information on the employee share political party. the business to be conducted at the meeting and
schemes is in the Directors’ Remuneration Committee includes information concerning the deadlines for
report and in Book three, page 36. The steps by the At the forthcoming AGM of the Company, submitting proxy forms and in relation to voting rights.
Company taken to inform, engage and consult with shareholders’ approval will again be sought to
employees is outlined in pages 53 to 61 and in the authorise the Group to make political donations Statement of disclosure of information
Section 172 statement in Book one. and/or incur political expenditure (as such terms are to auditors
defined in section 362 to 379 of the Act). Further The Directors who held office at the date of approval
Stakeholders information is contained in the Notice of AGM. of this Directors’ Report confirm that, so far as they
Information on the steps by the Company taken to are aware, there is no relevant audit information of
inform, engage and consult with our stakeholders is Branches which the Company’s auditors are unaware and each
outlined in pages 52 to 61 and in the Section 172 The Company, through various subsidiaries, has Director has taken all reasonable steps that he or she
statement in Book one. established branches in a number of different ought to have taken as a Director of the Company
countries in which the business operates. The list to make themselves aware of any relevant audit
Energy Use and Greenhouse Gas emissions of related undertakings is available in note 23 in information and to establish and ensure that the
(‘GHG’) Book three. Company’s auditors are aware of that information.
Information about the Group’s energy use, GHGs and
methodologies used for the calculations are given in Independent auditors
this report on pages 24 to 29. The auditor, PricewaterhouseCoopers LLP, have
expressed their willingness to continue in office.
Task Force on Climate-Related Financial Upon the recommendation of the Audit Committee,
Disclosures ('TCFD') a resolution to reappoint them as auditors and to
The climate-related financial disclosures consistent determine their remuneration will be proposed at
with TCFD recommendations are in Book one. the forthcoming AGM.
The Directors are responsible for preparing the Annual The Directors are also responsible for keeping In the case of each Director in office at the date
Report & Accounts and the financial statements in adequate accounting records that are sufficient the Directors’ Report is approved:
accordance with applicable law and regulation. to show and explain the Group’s and Company’s • so far as the Director is aware, there is no
transactions and disclose with reasonable accuracy relevant audit information of which the Group’s
Company law requires the Directors to prepare at any time the financial position of the Group and and Company’s auditors are unaware; and
financial statements for each financial year. Under Company and enable them to ensure that the • they have taken all the steps that they ought
that law the Directors have prepared the Group financial statements and the Directors’ Remuneration to have taken as a Director in order to make
financial statements in accordance with UK-adopted report comply with the Companies Act 2006. themselves aware of any relevant audit
international accounting standards and the Company information and to establish that the Group’s and
financial statements in accordance with United The Directors are responsible for the maintenance Company’s auditors are aware of that information.
Kingdom Generally Accepted Accounting Practice and integrity of the Company’s website. Legislation
(United Kingdom Accounting Standards, comprising in the United Kingdom governing the preparation
FRS 101 'Reduced Disclosure Framework', and and dissemination of financial statements may differ
applicable law). from legislation in other jurisdictions.
Under company law, Directors must not approve the Directors’ confirmations
financial statements unless they are satisfied that The Directors consider that the Annual Report André Lacroix
they give a true and fair view of the state of affairs & Accounts, taken as a whole, is fair, balanced Chief Executive Officer
of the Group and Company and of the profit or loss and understandable and provides the information 27 February 2023
of the Group for that period. In preparing the financial necessary for shareholders to assess the Group’s
statements, the Directors are required to: and Company’s position and performance, business Registered Office:
• select suitable accounting policies and then apply model and strategy. 33 Cavendish Square, London W1G 0PS
them consistently;
• state whether applicable UK-adopted international Each of the Directors, whose names and functions Registered Number: 04267576
accounting standards have been followed for the are listed in the Directors’ Report, confirm that, to
Group financial statements and United Kingdom the best of their knowledge:
Accounting Standards, comprising FRS 101, have • the Group financial statements, which have
been followed for the Company financial been prepared in accordance with UK-adopted
statements, subject to any material departures international accounting standards, give a true
disclosed and explained in the financial statements; and fair view of the assets, liabilities, financial
• make judgements and accounting estimates that position and profit of the Group;
are reasonable and prudent; and • the Company financial statements, which have
• prepare the financial statements on the going been prepared in accordance with United Kingdom
concern basis unless it is inappropriate to presume Accounting Standards, comprising FRS 101, give
that the Group and Company will continue in a true and fair view of the assets, liabilities and
business. financial position of the Company; and
• the Strategic Report includes a fair review of the
The Directors are responsible for safeguarding the development and performance of the business
assets of the Group and Company and hence for and the position of the Group and Company,
taking reasonable steps for the prevention and together with a description of the principal risks
detection of fraud and other irregularities. and uncertainties that it faces.
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