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LEGAL ISSUES
As previously reported, John Crane, Inc.
(John Crane), a subsidiary of the Company, is one of many co-defendants
in numerous law suits pending in the United States in which plaintiffs
are claiming damages arising from exposure to, or use of, products
containing asbestos. The John Crane products generally referred
to in these cases are ones in which the asbestos fibres were encapsulated
in such a manner that, according to tests conducted on behalf of
John Crane, the products were safe. John Crane ceased manufacturing
products containing asbestos in 1985.
John Crane has resisted every case in which it has been named
and will continue its robust defence of all asbestos-related claims
based upon this 'safe product' defence. In addition, John Crane
has access to insurance cover which, while it is kept under review,
is judged sufficient to meet all material costs of defending these
claims for the foreseeable future.
As a result of its defence policy, John Crane has been dismissed
before trial from cases involving approximately 95,000 claims over
the last 25 years. John Crane is currently a defendant in cases
involving approximately 180,000 claims. Despite these large numbers
of claims, John Crane has had final judgements against it, after
losing appeals, in only 39 cases, amounting to awards of some US$26m
over the 25-year period. These awards, the related interest and
all material defence costs have been met in full by insurance.
No provision relating to this litigation has been made in these
accounts.
FINANCIAL CONTROLS
While our decentralised organisation delegates day-to-day control
to local management, we have comprehensive systems in place, with
regular reporting to the Board.
The Company has continuous, formalised business risk management
processes operated at each business unit.
The internal audit department reviews all key business units over
a rolling three-year cycle and its findings are reported to the
Audit Committee. All acquisitions are reviewed within 12 months
of acquisition, to verify compliance with the Group's procedures.
Further information regarding the Group's procedures to maintain
strict internal controls over all aspects of risk, including financial
risk, are set out in the Corporate Governance section of the Directors'
Report.
INTERNATIONAL FINANCIAL REPORTING STANDARDS
From August 2005 onwards, in common with all listed companies in
the European Union, Smiths will be required to prepare its consolidated
accounts in accordance with International Financial Reporting Standards
(IFRS). As a result the Financial Statements for 2004/05 will be
the last prepared under UK Generally Accepted Accounting Principles
(UK GAAP).
For some months now, we have been planning for the transition
from UK GAAP to IFRS. We are currently in the process of interpreting
the accounting standards that will apply from August 2005 onwards,
setting the future accounting policies in accordance with IFRS and
identifying the detailed accounting and disclosure requirements
that will necessitate changes to our financial information systems.
We are not, as yet, in a position to quantify the effect of the
differences between IFRS and UK GAAP on the Group's results or financial
position. Based on our work to date, we believe that the significant
differences will arise in the areas below:
Research and development costs
Expenditure on self-funded research and development is of the order
of £140m per annum. Such expenditure is prudently expensed as incurred,
a policy which we believe conforms with industry practice. IFRS
requires development expenditure meeting certain recognition criteria
to be capitalised on the balance sheet and amortised over its useful
life. This standard is to be applied retrospectively; hence the
intangible asset will include amounts expensed in previous years.
Derivatives and hedge accounting
A significant element of trading is denominated in US dollars and
other foreign currencies. In order to protect ourselves from the
associated currency volatility, we take levels of forward cover.
We also use derivatives to protect the Company from the impact
of changes in interest rates. Currently, gains or losses arising
on these derivatives are taken to the Profit and Loss Account in
the same period as the underlying transaction.
IFRS requires all hedges to be strictly designated against specific
transactions and the hedge effectiveness tested. All such instruments
are required to be revalued to market values at the balance sheet
date. If the hedging criteria are not achieved, then the change
in value is taken to the Profit and Loss Account immediately.
Meeting the strict hedge criteria for all contracts may not be
practicable, resulting in potential volatility in the reported Profit
and Loss Account and Balance Sheet.
Goodwill
Generally, the carrying amount of goodwill recognised under UK GAAP
on past acquisitions will not be revisited under IFRS. However,
in comparison to UK GAAP, where goodwill is amortised over its useful
life, under IFRS goodwill will not be amortised but, rather, will
be subject to an annual impairment review which may introduce significant
volatility in the Profit and Loss Account.
Other areas being considered, which could have a significant impact
on the Company's results include share options, pensions, acquisitions
and deferred tax.
Outside the European Union many other countries will require or
permit companies to report under IFRS. Efforts to achieve convergence
between IFRS and US GAAP are welcome. |