Positioning for sustainable growth
Harnessing
the Blue
Economy
Maritime TransportEnergy Defence
Annual Report and Accounts 2024
Providing innovative
solutions above,
below & beyond
the world’s oceans
& waterways
In this report we outline progress made in 2024 on our
journey to returning to sustainable, profitable growth
Energy
Driving offshore energy forward
through responsible energy
provision and innovative
renewable energy solutions.
Read more on page 24
Defence
Enabling mission critical success
Protecting lives and assets on and
under the oceans, in the most sensitive
and challenging environments.
Read more on page 26
Maritime Transport
Shaping the future of maritime
Leading the way in targeted coastal
maritime shipping and global oil &
natural gas ship-to-ship transfers.
Read more on page 28
James Fisher and Sons plc Annual Report and Accounts 2024
Contents
Markets we operate in
3
Countries worldwide
23
Employees
1,900+
Years of marine experience
175+
For more information please visit
our website
www.james-fisher.com
Financial StatementsOverview
Who we are 02
What we do 03
Business model and strategy 04
Positioning for growth 06
Our capital allocation framework 07
Strategy in action 08
Investment case 10
Chairman’s review 12
CEO’s statement 14
Strategic Report
Our markets 20
Operational highlights 21
Key performance indicators 22
Non-financial KPIs 23
Our Divisions 24
Financial review 30
Sustainability 36
– People 42
– Planet 46
– Partnerships 50
– TCFD report 54
– Section 172 68
Principal risks and uncertainties 70
Viability statement 79
Non-financial and sustainability
information statement 80
Governance
Chairman’s statement 84
Governance at a glance 86
Board of Directors 88
Corporate governance report 90
Nominations Committee report 94
Audit and Risk Committee report 97
Directors’ remuneration report 102
Directors’ report 119
Statement of Directors’ responsibilities 123
Independent auditor’s report 126
Consolidated income statement 134
Consolidated statement of other
comprehensive income 135
Consolidated statement of financial
position 136
Consolidated statement of changes
in equity 137
Consolidated cash flow statement 138
Guide to financial statements
disclosures 139
Notes to the consolidated financial
statements 140
Company statement of financial
position 201
Company statement of changes in
equity 202
Notes to the Company financial
statements 203
Subsidiaries and associated
undertakings 214
Group financial record 218
Investor information 219
01
Strategic ReportOverview Governance Financial Statements
Who we are
About us
James Fisher is a global marine
services company. Our market
is the Blue Economy - the sea
is where we come alive. We
have the technical expertise
and experience that spans
centuries, industries
and continents.
Our values
Pioneering spirit
We respond innovatively to our
customers’ current and future
needs. We think creatively and
challenge conventional thinking.
Integrity
We do the right thing. We treat
others as we’d like to be treated,
listening respectfully and
speaking honestly. We build
relationships based on trust
and fairness.
Energy
We love what we do and take
pride in our work – delivering
exceptional results for our
stakeholders. We are
empowered to make the
right decisions quickly.
Resilience
We are accountable and
courageous, facing into
difficult situations. We are
tenacious, seeking feedback
to learn and develop.
Our purpose
Harnessing the Blue Economy
for future generations.
Our vision
The leading provider of unique
marine solutions in Energy,
Defence and Maritime Transport.
Our mission
Pioneering safe, innovative
solutions that solve complex
customer challenges.
Highlights
Revenue Continuing operations
(£m)
£437.7m
2023: £496.2m
Underlying operating profi t –
continuing operations (£m)
£29.5m
2023: £29.6m
Profi t/(loss) before tax –
continuing operations (£m)
£54.0m
2023: (£39.9m)
Cash from operating
activities (£m)
£49.3m
2023: £37.8m
Covenant net debt (£m)
£61.0m
2023: £149.8m
02
James Fisher and Sons plc Annual Report and Accounts 2024
Inspection, repair and
maintenance
What we do
Defence
Enabling mission critical success
Maritime Transport
Shaping the future of maritime
Energy
Driving offshore energy forward
Selected customers Offerings DivisionsRevenue
Revenue 2024 Revenue 2024 Revenue 2024
48% 18% 34%
Our customer offering
Everything we do is in pursuit of solving our customers’ challenges
- across Energy, Defence and Maritime Transport.
Renewables
Energy
services
Submarine
rescue
Life
support
systems
Coastal
shipping
Ship-to-ship
transfer
Special
operations
03
Strategic ReportOverview Governance Financial Statements
Business model & strategy
People
United culture
and talent to
deliver potential
Innovation
Customer
innovation that
drives business
growth
Geography
Regional hubs to
support global
expansion
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One
James
Fisher
2023 2024 (H1)
2024 (H2) 2025
Focus
Aligned Company purpose and portfolio to the Blue Economy
Embedded unified Company Priorities
Completed disposals to reduce our debt
Refinanced our revolving credit facility
Simplify
Implemented One James Fisher model with three Divisions Restructured Energy Division
Focused on underperforming businesses Focus on Defence recovery and growth
Launched focus on customer excellence
Embedded new Division and Function Executive Team
Deliver
Strengthened governance and financial discipline
Investment in business growth and new product development
Investment in talent and reward framework
Embedded business excellence and launched Exceptional Safety culture programme
Launched central supply chain focus and self-help programme
For more information see CEO’s statement page 14
04
James Fisher and Sons plc Annual Report and Accounts 2024
Our journey to transformation
Our strategy is centred around the
One James Fisher ambition. We have
completed the first chapter of our
turnaround and are moving to the next. We
continue to deliver our strategy through
‘focus, simplify and deliver’.
Progress against Priorities
Our Company Priorities underpin our business strategy delivery.
In 2024, we achieved targets for two of our Priorities, which are now embedded within
business-as-usual. For a description of progress made aginst these Priorities, including
those embedded, please see page 15 of the CEO statement.
Priority Objective
2024
Progress
2025
Priority
Exceptional
Safety
Embed a culture of safety and improve performance
Foundations
for Growth
Strengthen our financial platform and progress strategic targets
Embedded
Pipeline
of Talent
Attract, develop and retain talent who will realise our ambitions
Employee
Engagement
Improve employee engagement to empower people behind our mission
Embedded
Strong Supply
Chain
Strengthen our supply chain to drive efficiency and business growth
Phase 2
New Product
Development
Build a pipeline of products and services to drive technology innovation
–
Customer
Excellence
Place customers central to our business success and growth
–
2023 2024 (H1) 2024 (H2) 2025
Focus
Aligned Company purpose and portfolio to the Blue Economy
Embedded unified Company Priorities
Completed disposals to reduce our debt
Refinanced our revolving credit facility
Simplify
Implemented One James Fisher model with three Divisions Restructured Energy Division Focused on underperforming businesses Focus on Defence recovery and growth
Launched focus on customer excellence
Embedded new Division and Function Executive Team
Deliver
Strengthened governance and financial discipline
Investment in business growth and new product development
Investment in talent and reward framework
Embedded business excellence and launched Exceptional Safety culture programme Launched central supply chain focus and self-help programme
Focus:
We have divested businesses, embedded Company-wide Priorities and established a
stronger financial platform to deliver the next chapter of our turnaround.
Simplify:
Our Division and Product Line structure is embedded, with strong leadership driving
greater customer intimacy and accountability for results.
Deliver:
We have strengthened our central Functions to support Division delivery, enabled by a
business change programme that will improve our financial and operational performance.
Ongoing
Key
Complete
Five-year people roadmap
Technology & innovation
Geographic reach
New
New
05
Strategic ReportOverview Governance Financial Statements
Core markets
Growth pillars
Supportive markets & megatrends
Defence Maritime Energy
Growth potential
Decarbonisation
Net zero by 2050
Energy, Supply
& Security
Energy, fuel, commodities
Localism
Geopolitical
landscape
Buy and spend local,
reinforced by regulation
Long-term focus on
government spend &
security threats
Digitalisation,
Automation & AI
Leveraged as business efficiency enablers
Growth potential Cash generator
Aligned Strategic
Markets
People &
Capabilities
Innovation &
Technology
Underpinned by improved operational performance
Positioning for growth
Harnessing the Blue Economy for future generations
06
James Fisher and Sons plc Annual Report and Accounts 2024
Focus on
medium-term
targets
Underlying
operating profit
>10%
Return on
Capital Employed
>15%
1
Strategic investment
Focus is organic growth - consider bolt-ons
2
Financial strength
Maintain Net Debt to EBITDA ratio of 1.0-1.5x
3
Ordinary dividend
Reinstate at the appropriate time
We are well positioned
for growth with clear
financial targets and
a disciplined capital
allocation framework
that will deliver
shareholder value.
Our capital allocation framework
07
Strategic ReportOverview Governance Financial Statements
Strategy in action
Investing in
innovative growth
The offshore wind industry is experiencing
unprecedented growth as the world seeks
renewable energy solutions to meet
climate change reduction targets.
Offshore wind installed capacity continues
to grow exponentially, with construction
set to add an additional 120 GW by
2030 (excluding China). Operations and
Maintenance is also forecast to grow by
EUR 7.5bn per year to 2029. Combined,
these trends present significant potential
in our core markets of Europe, Asia Pacific,
and North America.
This growth has increased the demand
for construction based technologies that
reduce environmental noise pollution.
Offshore wind turbine solutions are driven
into the seabed using large hydraulic
hammers, a process known as pile driving,
which generates significant underwater
noise.
This intense underwater noise can be
disruptive and potentially fatal to marine
life such as dolphins, whales, and fish. The
noise levels can reach up to 220 dB near
the source, causing physical harm, stress,
and behavioural changes in marine species.
Through our partnerships, James Fisher is
leading the way with advanced compressed
air solutions for bubble curtains.
Bubble curtains are proven to be the
most effective method for reducing
underwater noise during pile driving.
This technology delivers noise reduction
of up to 95 percent. Bubble curtains create
a barrier of rising bubbles that absorb
and scatter sound waves, significantly
minimising noise levels.
Our compressed air solutions technology
is a differentiator for James Fisher and
our customers. Thanks to targeted capital
investment in high-value markets, we are
now the largest provider of this technology
within the offshore wind construction sector
with a proven track record across the USA,
Europe and Taiwan.
Working in partnership
Working in partnership
- bubble curtain
technology
We have strong partnerships in place to
protect the marine environment.
We provide bubble curtain technology
tailored to specific environmental
conditions. Each bubble curtain is
customised based on water depth,
current speed, soil conditions, and the
size of the monopile.
Our innovative single-vessel solution,
using offshore rated stackable air
compressors, can enhance efficiency
and all models are designed to be
stackable to reduce our carbon
footprint. Our carbon footprint is 40
percent lower compared to standard
compressors.
Compared to standard
compressors, the carbon
footprint is
40% lower
Additional OFW construction
capacity by 2030
120 GW
Noise reduction during piling
Up to 95%
08
James Fisher and Sons plc Annual Report and Accounts 2024
Supporting the
construction of
Coastal Virginia
Offshore Wind
(CVOW)
The ST3100 delivers
class zero oil-free air
and enhances noise
attenuation for the
protection of marine life.
ST3100 is the only air
compressor designed
specifically for big bubble
curtain projects and offshore
foundation piling. It is
capable of delivering more
than double the capacity of
traditional air compressors
while occupying only half the
footprint, maximising deck
space and uptime during
time-critical operations.
After refinement and testing, we
developed the ST3100, a 20ft dual
certified CSC / DNV2.7-1 containerised
air compressor with a Stage five
emissions-compliant engine and original
heat-rejection technology that ensures
the equipment not only conforms to the
latest standards but will operate in the
toughest conditions without reliability
or performance issues. This can deliver
3,100cfm (87m³/min) of compressed air
and is capable of working pressures of
up to 200 PSI (13.8bar). It provides the
necessary air to create a bubble curtain,
reducing noise by up to 95 percent in
deeper waters. This makes it suitable
for the largest and most technologically
advanced turbines being installed at
greater depths.
In 2024, our ST3100
played a pivotal role
in the Coastal Virginia
Offshore Wind project
by enabling DEME to
successfully install wind
turbine foundations
for its client Dominion
Energy. The ST3100’s
advanced noise
attenuation technology
was crucial in protecting
marine life during the
installation process,
showcasing a significant
advancement in
sustainable offshore
wind farm construction.
Mike Brown
Head of Energy Services
Case Study
09
Strategic ReportOverview Governance Financial Statements
Enables improved operational performance
Investment case
Aligned strategic
markets
We are well positioned to compete in
our core markets and specialist business
segments. The ongoing geopolitical
environment continues to provide a
strong backdrop for us to deliver against
key megatrends including, energy
security, decarbonisation, localism and
digitalisation.
• Market-leading positions across all three Divisions aligned
to our growth strategy.
• Energy and Defence capabilities tailored to future growth
areas and spend, including the energy transition and
marine defence security threats.
• We have differentiated products and services across
Maritime Transport, operating in a high barrier to
entry market.
Deep expertise and
capabilities
Our unique capability and deep expertise
ensures we remain the customer partner
of choice. We operate in 23 countries
globally, providing safe, efficient
operations in complex and hazardous
environments.
• We are a globally trusted partner to our customers in all
major operating regions across Europe, North and South
America, the Middle East and Asia-Pacific.
• Across Energy, we have specialist expertise in construction,
operations and maintenance, and decommissioning,
helping our customers navigate the energy transition.
• In Defence, we have deep expertise in diving technology,
hyperbaric rescue, submarine rescue, stealth mobility
solutions and mission-critical support.
• We perform complex operations in Maritime Transport,
across challenging marine environments.
• We are a trusted partner to our customers, with decades
of project history and specialist capabilities.
Global provider of compressed
air solutions for bubble curtain
providers in North America
Global provider of submarine
rescue and saturation diving
Countries
Employees
Leading provider of commercial
diving equipment
Global provider ship-to-ship
transfer services
#1
23
1,900+
10
James Fisher and Sons plc Annual Report and Accounts 2024
Providing innovative
solutions
Everything we do is in pursuit of solving
our customers’ complex challenges.
We deliver innovative solutions that
provide a competitive edge, ensuring
safety and service quality remain at the
forefront of delivery.
• A pipeline of product and service innovation aligned to
growing customer markets and macrotrends.
• Competitive advantage through first-to-market
solutions.
• Leading technology with the ability to partner with
industry, customers and academia to deliver innovation
with agility.
• Robust, blue-chip customer base underpinned by long-
term relationships.
• Over 175 years of history in adapting to meet the needs
of a changing world.
Improved operational
performance
We are delivering our business
turnaround strategy, becoming a
stronger, more sustainable business.
We have strengthened our financial
foundations and have a clear roadmap
to deliver margin improvement to
support our growth strategy.
• Balance sheet is becoming stronger, and we are cash
generative which allows us to invest in our strategic
priorities.
• Long-term contracts and relationships, with recurring
revenues and a first-class customer base.
• Margin improvement through improving business
performance, self-help and supply chain efficiencies
to drive sustainable growth.
• Asset-light with robust capital discipline investing
in targeted growth.
Years average customer
relationship
Underlying operating profit
medium term target
Vitality
(medium term target)
ROCE medium term target
15+ 10%
15% 15%
11
Strategic ReportOverview Governance Financial Statements
Sitting down to write this year’s Chairman’s statement,
I was reflecting on how much has changed during the
last year at James Fisher as we have navigated through
the stormy seas of the last few years to emerge in
somewhat calmer waters. The disposals of RMSpumptools
and Martek Marine, combined with improved cash
management, has given us a stronger financial platform
to enter the next chapter of the turnaround, laying the
foundations that will allow us to execute our strategy
and deliver the full potential of James Fisher.
Chairman’s review
Clearly, creating a business that can deliver
sustained growth is neither a quick nor
easy job, but it is vitally important that we
create a robust financial and operational
base before we scale the business.
The management team deserves credit for
the way they have tackled the turnaround
to date, and I have every confidence they
will continue to deliver as we turn our
attention to growth. This is crucial if we
are to drive sustainable improvement in
our customer, operational and financial
performance driven by our ‘One James
Fisher’ strategy - strengthening our
customer focus, creating a pipeline
of innovative products and services,
capturing cost synergies and improving
execution across the business.
Addressing our debt
The last couple of years have been
dominated by the financing challenges
that we faced. Our high level of debt was
unsustainable and we made the difficult
but important decisions to sell two of our
businesses and close another that was
non-profitable. These actions allowed
us to complete the refinancing of our
debt facilities through a combination of
existing and new lenders who are fully
supportive of our future ambitions. This
was a key milestone, and I’d like to thank
everyone involved for their hard work in
completing the disposals and refinancing,
which led us to reduce covenant net debt
*
from over £149.8m as at 31 December
2023 to £61m in 2024, including £88.9m
reduction during 2024 (primarily driven
by RMSpumptools and Martek Marine
disposals). Strong financial discipline
will remain important as we navigate
the challenging currents ahead.
Together with business and asset
disposals, this led to a reduction of
leverage
*
from 2.8 to 1.4x net debt to
EBITDA. This put us in our target range
of 1.0 to 1.5x net debt to EBITDA.
Financial performance
Overall revenue was £437.7m, 11.8
percent behind the prior year (£496.2m),
Underlying Operating Profit (UOP)
*
was
broadly flat at £29.5m. Revenue increased
by 8.6 percent, excluding the impact of
disposals and business closures. The
improvement in performance came from
the Energy Division’s well services, as it
put to work our recent investment in a new
compressor fleet in both traditional oil and
gas applications, as well as our growing
offshore wind bubble curtain business.
As we complete the
first chapter of the
turnaround and turn
our attention to growth,
I have confidence
that Jean Vernet and
his leadership team
are putting the right
foundations in place
to deliver sustainable
growth in years to
come.
* Alternative Performance Measures (APM) are
reconciled and defined in Note 5 of the Consolidated
financial statements.
12
James Fisher and Sons plc Annual Report and Accounts 2024
We are still working hard towards a
stage when we have the strong, reliable
profit and cash flow generation required
to reinstate and sustain the dividend.
Given the early stage of our turnaround
and the challenges still to be navigated,
unfortunately we are unable to recommend
the payment of a dividend for 2024.
I recognise the lack of a dividend is
disappointing for many shareholders,
and it’s something that the Board will
continue to keep under review.
Our people
James Fisher, unlike most companies
established over 175 years ago, has
survived the ever-changing landscape
through its agility and history of innovation
– and the key to this is our people, who
will continue to unlock our full potential.
Keeping our people safe in a business
of our nature is vital and during 2024 we
prioritised safety. This will remain a focus,
to address the challenges of changing long-
standing practices. I have confidence that
the team is driving change through stronger
leadership, training, reporting and practices
that will deliver a long-term change in
performance and enable our people to
operate in a safe work environment.
Following a number of challenging years,
I was delighted to see improvement in
our levels of employee engagement. This
was achieved through a step-change
in communications and numerous local
engagement projects which are addressing
the biggest areas of employee concern.
I would like to take this opportunity to
thank all our people for their dedication
and commitment through what has been a
challenging few years, and thank my Board
colleagues for their commitment and time.
Overall, the adoption of the One James
Fisher model is proceeding at pace, and
2025 will see us turn our attention from the
necessity of focusing on debt reduction
and improving internal processes to the
customer and new product development.
Focusing on sustainable growth
As we turn our efforts to growth, we will
continue to manage capital expenditure
prudently and focus investment on our
highest potential businesses where we
have long-term sustainable competitive
advantage and good financial returns.
We have seen significant success with
this approach through Energy’s bubble
curtain solutions and we are encouraged
by early customer interest in some
of our product development projects
in Defence, notably tactical diving
vehicles for special forces operations.
Outlook
I am pleased we have completed
the first chapter of our turnaround,
and while we should acknowledge
the achievements of the past two
years, much remains to be done.
For nearly two centuries we have
adapted to the tides of change and
the Board remains confident in our
ability to endure and thrive, setting
strong foundations for sustainable
growth. We appreciate the support
of our investors and lenders as
we continue, capitalising on the
resilience, talent and passion of our
people in resetting our sails to find a
following wind.
Angus Cockburn
Chairman
We will also continue to invest in the
renewal of our Tankship vessel fleet
which forms a crucial part of our
carbon reduction plans and long-
term sustainability ambitions.
The next chapter of our turnaround
will be underpinned by innovation,
recognising that our customers turn to us
for technologically enabled solutions that
will provide them with a competitive edge.
This year, we established a New Product
Development Programme, with a clear
gate process to ensure that we deliver a
stream of new products and services in
a controlled and cost-effective way. All
new product development investments are
informed by our strategy process, as well
as partnering with small entrepreneurial
companies to co-develop early-stage
technologies that bring mutual benefit.
Another area of focus is geographic
growth. We already operate across all
major regional geographies, but see
significant further opportunities across
the Americas, Asia-Pacific and Europe.
Recent contract wins in India, Taiwan,
Japan and the USA are evidence of this
latent geographic potential. Historically,
each James Fisher business set up
independent operations in each country
but, going forward, the One James
Fisher strategy will see us operating
as a single country operation and
entity, with a much-simplified structure
and a customer-centric approach.
The remaining Renewables business
had a challenging year financially, but I
am encouraged by the potential across
multiple different geographic markets
and the focus we have on operational
excellence to improve our competitiveness.
Our decommissioning business continued
to make a loss, caused by project delays
and some operational challenges,
but was profitable for the last few
months as project execution improved
and the cost base was reduced.
Performance in Defence hasn’t
progressed at the pace we expected,
with a small upturn in revenue leading
to a marginal increase in UOP.
Since I joined James Fisher, this is a
business that has promised much, but
has been hampered by long-delayed
projects and slower than hoped financial
turnaround. As we enter 2025 with
a strong leadership team, several
innovative new products in development
and, most encouragingly, a stronger
orderbook and sales pipeline, it’s vital
that we improve our performance. It was,
however, promising to see contract wins
in India and Australia at the end of 2024,
showing indicative signs of progress.
Maritime Transport had a disappointing
year with revenue down 4.5 percent and
UOP down by 35 percent, largely due to
slow market conditions for our ship-to-ship
business, caused by high Liquefied Natural
Gas (LNG) inventories reducing demand for
operations, alongside reduced volumes in
oil ship-to-ship activity in the Middle East.
By contrast, performance in our Tankships
business was steady, with utilisation at
89 percent and further investment in the
dual-fuel fleet replacement programme,
and with four new vessels on order and
expected for delivery in 2026 and 2027.
From a cash perspective, it’s pleasing
to see the focus on working capital, and
the work of the Investment Committee
on capital expenditure management,
resulting in strong operating cash
flow. It is a significant positive step to
be able to report on management’s
success in delivering these ‘self-help’
initiatives that have put James Fisher
on a more solid financial footing.
As we complete the first stage of the
turnaround and turn our attention to
growth, I have confidence that Jean
Vernet and his leadership team are putting
the right foundations in place to deliver
sustainable growth in years to come.
13
Strategic ReportOverview Governance Financial Statements
CEO’s statement
In 2024, we delivered the
second year of our turnaround
programme and established
a stronger, more sustainable
platform for James Fisher. The
progress made shows we are
delivering through our driving
principles of ‘focus, simplify
and deliver’, increasing
cohesion and improving
customer synergies through a
‘One James Fisher’ model.
Focus, simplify and deliver
A significant focus of our turnaround has
been to strengthen the balance sheet and
reduce leverage to a sustainable level.
This goal was achieved by divesting
RMSpumptools in July and Martek Marine
in September, which delivered good value
for our shareholders and contributed
towards the simplification of our portfolio.
Their teams leave the James Fisher Group
with our sincere thanks for their hard work
and dedication over many years.
The net proceeds of both transactions,
alongside improved cash management,
reduced debt by c.£90m and enabled the
re-financing of our Revolving Credit Facility
in September 2024. The Group’s new bank
facilities, provided by four major banks,
significantly reduce administrative costs
and provides increased flexibility to support
the business. In addition, we obtained
credit approval for a £12.5m General Export
Facility in March 2025 (subject to finalising
legal documentation) to specifically support
our growth opportunities in Defence. I
would like to personally thank our lenders
for their trust and continued support.
Back in 2023 we began the simplification
of our portfolio and implemented the One
James Fisher model with three divisions. In
2024, we restructured our Energy Division
to align with customer markets, invested in
high growth business sub segments and
product development.
Overall, I am
encouraged by our
achievements, with
James Fisher ending
the year in a stronger
position. We have a
more resilient capital
structure to complete
our turnaround
strategy, we are
working as One Team
and are starting to see
the results of the hard
work.
As we continue to deliver on the business
turnaround, we have stronger functions in
place that are enabling our businesses to
execute effectively and create consistency
and efficiency across the organisation.
Our key foundations of governance and
compliance remain critical. It’s also pleasing
to see Operations, Technology, HR, and
Communications and Marketing delivering
marked improvements enabling our three
Divisions to deliver our roadmap to improve
financial performance.
In 2024, we further strengthened the
Executive Team, including the appointments
of a Chief Technology Officer and Head of
Operations, both of whom will help to drive
our growth strategy through technology
innovation and supply chain. This includes
our new Chief Human Resources Officer
who joined in the second half of 2024
and brings the expertise to deliver our
five-year HR roadmap and ambitions. This
will ensure our people continue to remain
at the forefront of customer excellence,
building on the quality and depth of existing
relationships through a stronger commercial
organisation next year.
Our launch of a more efficient, centralised
supply chain already delivered £1m of
savings by the end of 2024, with greater
potential in 2025 and beyond.
14
James Fisher and Sons plc Annual Report and Accounts 2024
Delivering our turnaround
To deliver the first stage of our business turnaround in 2023, we established a set
of One James Fisher company priorities. We are encouraged by the progress made
in 2024 and it is safe to say, our turnaround programme has equipped us with a
stronger financial platform to operate the business from. We have worked hard to
deliver on the priorities we set out to deliver in 2024:
• Exceptional Safety – two of our
three Divisions either maintained or
improved their safety performance,
although overall performance fell
slightly short of our aspiration. We
made positive progress in 2024,
including improved awareness,
enhanced training, and rolled out
comprehensive procedures and
protocols which are now embedding
in all 2025 employee performance
objectives.
• Employee Engagement – despite
a significant year of change, our
employee engagement survey scores
increased to 3.94/5.0 this year. We
remain committed to strengthening
two-way engagement that aims to
elevate our employees’ voice and
help inform and deliver the future
of our business together. We also
focused on our anti-bribery and
corruption training, with nearly 90%
of employees trained, launching our
new ethics and compliance system
and whistleblowing speak-up service.
• Foundations for Growth – we
successfully re-financed our bank
facilities to create a more resilient
financial platform, while improving
cash management, reduced debt
within our target leverage range and
made good progress towards our
medium-term financial targets.
• Strong Supply Chain – a new cross-
divisional supply chain function was
established later in 2024, with a
central procurement function that is
strengthening supplier relationships
and delivering savings. This is
still at an early stage, and we look
onwards to delivering much greater
opportunities for efficiency and cost
savings.
• Pipeline of Talent – the pace of
our five-year people strategy
was impacted by our new CHRO
joining in the second half of 2024.
Nevertheless, we launched an
enhanced performance management
process, a new rewards project
and implemented a central data
framework that aims to inform key
decision making. We continued
to drive diversity, support our
apprentices and cadets and launched
our first ever graduate programme.
Solid performance in a year
of change
We ended 2024 with Underlying Operating
Profit (UOP)*, Return on Capital Employed
(ROCE)* and net debt slightly better than
our expectations. While we continued
to benefit from largely supportive end
markets, our results also benefited from the
work we did to strengthen our customer
relationships and innovation roadmap.
During the year, the Energy Division was
further simplified around Energy Services
and Renewables with Inspection Repair and
Maintenance (IRM) supporting both. Energy
Services benefited from strong global
demand for well services due to increased
drilling activity, while bubble curtains saw
continued growth from North America,
adding to solid activity across its traditional
basins. In addition, the IRM team made
great progress in the second half on a major
port infrastructure project in Mozambique
which will conclude in Q1 2025. The team
also made continuous progress in turning
around some of our under-performing
businesses, including decommissioning
and control flow excavation.
We have seen success with our
investment in noise attenuation solutions
(bubble curtains) for offshore wind farm
construction; this is a good example to
demonstrate our agile business model
pivoting into growing markets. We see
broader potential across the offshore
wind aftermarket services including cable
and blade repair, and operations and
maintenance services. In traditional oil and
gas, we will continue to invest in services
and technologies that make our customers’
wells more efficient and productive,
meeting the demand for safer, more
sustainable solutions on the back of robust
end market demand.
In Defence, our results do not yet reflect
the significant progress made to resolve
and complete long-standing projects,
restructure our commercial organisation
to rebuild a strong orderbook, pioneer a
New Product Development (NPD) process
and strengthen our supply chain. These
foundations provide the platform to
deliver stronger operational and financial
performance into future years, with some
signs of pickup in order intake and contract
awards towards the later part of 2024.
We see an acceleration in programme
procurement activity together with a
Read more in our Driving the
Change case study on page 52
broadening set of opportunities for
submarine rescue and diving equipment
renewal or expansion, that play to our
strengths as market leader in both areas.
Similarly, we focus on market development
for our unique tactical diving vehicles and
combined life support systems and host
platform integration, across NATO and
partner nations.
Maritime Transport experienced a mixed
year, in part due to the market conditions
impacting the Liquified Natural Gas
(LNG) demand for Fendercare’s, ship-to-
ship (STS) transfer services. As a global
market leader in STS transfer, our focus
is on building a stronger commercial
organisation to benefit from our customer
relationships and reputation for best service
delivery. In Tankships, we delivered a solid
performance, while we continued to invest
in our dual fuel fleet of the future as our
older vessels reach their end-of-life. This
investment is central to our future returns
and carbon reduction programme to enable
us to meet our 2050 net zero commitment.
We will continue to invest in the
modernisation of our fleet, designing
more efficient and sustainable tankers to
ensure continuity of critical supply to the
UK, allowing flexibility across cargo types
and closely working with our long-term
customers to expand our presence in other
regions, such as the Caribbean.
With our three Divisions now established
and driving continuous improvement,
our primary focus is on completing our
business turnaround, with the next phase
set to support our growth ambitions. As part
of our long-term strategy, we are looking to
build synergies across selected geographic
customers and markets.
*Refer to Note 5 of the Consolidated financial statements
15
Strategic ReportOverview Governance Financial Statements
CEO’s statement continued
As we enter the next chapter of our turnaround, our Priorities for 2025 are clear:
1. Vitality index - revenue generated by the technology introduced in the last 5 Years per division as a percentage of
the total revenue.
These priorities form the next chapter of our three-year business turnaround programme
and position the Group for growth. We look forward to continued delivery in the period
ahead.
Sustainable growth
Everything we do is in pursuit of solving
our customers’ challenges, whilst
maintaining our number one priority of
Exceptional Safety. Our three pillars to
position the Group for growth are: Aligned
strategic markets, People and capabilities,
and Innovation and technology.
1. Aligned strategic markets - Our
capabilities are tailored to the growth
areas of future spending. We operate in
the Global Energy and Defence markets
which are growing in line with Energy
transition investment and increasing
Defence budgets to manage security
threats. Within Maritime Transport
we are selective by focusing on high
barrier to entry sub segments where
we provide a differentiated offering –
we see this Division as a future cash
generator to support our growth areas
in Energy and Defence
2. People and capabilities – We have
deep expertise and unique capabilities
which can be deployed around the
world to provide our customers with
solutions that they require. We know
how to deploy efficiently and operate
safely in complex and hazardous
environments. We are committed to
providing our people with opportunities
to develop and learn, being an employer
of choice.
3. Innovation and technology - We
We are delivering our business
strategy through our One James
Fisher approach.
See our Strategic Report which
starts on page 18
Outlook
Conditions remain supportive in most
of our end markets, and while we are
mindful of the near-term geopolitical and
macro-economic uncertainty, we remain
committed to delivering our ambition.
We will continue to monitor emerging
risks and their potential impact on global
operations. February year-to-date trading
was in line with management expectations
and subject to geopolitical uncertainty,
the Board remains confident on delivering
further progress this year.
We expect geopolitical uncertainty and
energy security risk to increase in the
medium-term. Our focus is on where
we have the greatest opportunity to
differentiate and accelerate our offering
to customers in response to the macro
environment – mostly within Energy and
Defence verticals.
Our focus for 2025 is to deliver on the
next chapter of our business turnaround,
progressing on a path towards our UOP
strategic target of 10% and our ROCE
target of 15%, through a combination of
further self-help, improved business unit
performance, supply chain integration and
revenue recovery for the Defence Division.
As we execute this
strategy, we will maintain
a strong balance sheet,
continue to focus on cash
generation and ensure
we allocate capital in a
very disciplined way.
Exceptional Safety – remains our number
one priority
Total recordable case frequency no greater
than 1.6 (30% reduction from 2024)
Customer Focus – places customers
at the heart of our strategy - central to
our business model, reflecting our long
tradition of bringing novel solutions that
solve customers’ biggest challenges,
wherever they operate in the world
Progress towards delivering 10% UOP
margin and 15% ROCE target – growth
consistently ahead of underlying markets
Pipeline of Talent – inspires people at the
centre of our success
Employee engagement score to be > 3.95
New Product Development – drives
innovation and develops a pipeline of
unique product offerings
Disciplined capital allocation of investment
in the business of £30-35m per annum
Progress towards 15% vitality target
1
Strong Supply Chain – accelerates the
integration of our supplier base and
enhances efficiency and productivity
Progress towards 10% UOP margin target
partner with our customers to provide
new, innovative products that provide a
competitive edge across a broad range
of ecosystems. We have an evolving
product and solutions roadmap driven
by growing markets and macrotrends
e.g. security, autonomy, electrification.
As a leader in technologies, we have
the ability to partner with industry, our
customers and academia to deliver
innovation and new technologies with
agility.
As we execute this strategy, we will
maintain a strong balance sheet, continue
to focus on cash generation and ensure
we allocate capital in a very disciplined
way. We will prioritise organic investment
in capability and capacity, to support our
business where return hurdle rates can
be achieved. We do see the potential
over time to accelerate progress through
targeted inorganic investment, which
meets our strict financial criteria and would
create value for our shareholders.
Dividend
An ordinary dividend will be reinstated at
the appropriate time, when we can provide
shareholders with a predictable annual
return reflective of the Group’s progress.
16
James Fisher and Sons plc Annual Report and Accounts 2024
Sustainability is an integral part
of our transformation journey.
Read more about Sustainability
on pages 36 to 69
Everything we do is in
pursuit of solving our
customers’ challenges,
whilst maintaining our
number one priority of
Exceptional Safety. Our
three pillars to position
the Group for growth will
enable us to achieve this.
Thanks
Overall, I am encouraged by our
achievements, with James Fisher
ending the year in a stronger
position. We have a more resilient
capital structure to complete our
turnaround strategy, we are working
as One Team and are starting to see
the results of the hard work playing
through in our operational and
financial performance.
My utmost gratitude goes to all
our employees and their families,
whose daily hard work and incredible
energy have resulted in better
results for the Group. Undertaking
any business turnaround is difficult
and distracting, but thanks to the
resilience of many, we achieved
our goal while continuing to deliver
on our customer commitments,
strengthening our compliance,
financial discipline and delivering
improved underlying performance.
I would also like to thank our
shareholders for their support, and
our customers for their trust.
I am confident in the future of James
Fisher and proud of our continuous
and unique contribution to the future
of the Blue Economy.
Jean Vernet
Chief Executive Officer
17
Strategic ReportOverview Governance Financial Statements
We deliver our business
strategy through our One
James Fisher approach.
Strategic Report
18
James Fisher and Sons plc Annual Report and Accounts 2024
Our markets 20
Operational highlights 21
Key performance indicators 22
Non-financial KPIs 23
Our Divisions 24
Financial review 30
Sustainability 36
– People 42
– Planet 46
– Partnerships 50
– TCFD report 54
– Section 172 68
Principal risks and uncertainties 70
Viability statement 79
Non-financial and sustainability
information statement 80
Our focus for 2025
is to deliver on the
next chapter of our
business turnaround,
progressing on a path
to reach our strategic
targets.
19
Strategic ReportOverview Governance Financial Statements
MENA Middle East and North Africa
KSA Kingdom of Saudi Arabia
S/W
Africa
South and West Africa
Our markets
Operating from 23 locations, we deliver
products and services to over 60 countries.
Using the right people, technology and supply
chain to ensure safe and efficient operations
for our customers.
Key
Energy
Defence
Maritime Transport
Global reach through
local presence
UK/Europe
MENA & KSA
South America Asia Pacific
India
S/W Africa
Australia
North America
20
James Fisher and Sons plc Annual Report and Accounts 2024
Energy
Driving offshore
energy forward
We leverage our cutting-edge
technology and expertise
to deliver safe, efficient
operations for renewables
and oil and gas customers,
across the lifecycle of
their assets.
In 2024, the Division’s revenue was up 17.8
percent to £183.3m* from £155.6m*, and
the respective underlying operating profit
increased to £18.0m* from £4.3m*.
Both oil and gas and offshore wind
demand are set to increase through
the next decade. Oil and gas capital
expenditure is forecast to remain at similar
rates through 2024-2028, with strong
demand for well services. This is resulting
in increased revenue across well testing
services, including compressor rentals
and services. While the decommissioning
market remains challenging, a business
improvement plan has refocused the
Product Line on core offerings and
enhanced operational efficiency. Offshore
wind installed capacity continues to grow
exponentially with construction set to add
an additional 120 GW by 2030 (excluding
China), with operations and maintenance
growing through 2029. This trend aligns
well with the Company’s core markets of
Europe, Asia-Pacific and North America.
Defence
Enabling mission-
critical success
Our expert team provides
mission-critical support for
naval assets and personnel,
providing confidence in
the most high-pressure
environments.
In 2024, the Division’s revenue increased
from £72.5m to £80.1m, with underlying
operating profit** up from £1.5m to £1.9m.
Defence global investment spend remains
forecast to increase across all regions,
including underwater capabilities and
systems. The USA is the largest defence
market, aligned to the Division’s growth
strategy supporting new business in
Defence diving and special forces
platforms through collaborations with
key strategic partners. Europe and Asia-
Pacific regions are also set to see spend
increase, while the Division moved into a
new Australian facility in 2024, to deliver
contracts for the Royal Australian Navy.
The commercial diving business continued
to perform well, aligned to energy
market conditions. Product innovation
and development remain central to the
Division’s success, with new product
launches due from 2025.
Maritime
Transport
Shaping the future
of Maritime
As a global specialist in
ship-to-ship transfer and
tankships, James Fisher
is a market leader in the
movement of the world’s
critical resources.
In 2024, the Division’s revenue decreased
from £157.2m to £150.1m, with underlying
operating profit** falling from £23.3m to
£15.1m.
The Division plays a key role in the supply
of energy, petrochemicals and alternative
fuels. As supply tightens, demand for mid-
sized tankers for the Northwest Europe
coastal markets remains high and is set to
continue in the mid-term. This supports
James Fisher’s continued investment in
the fleet replacement programme, aligned
to its Sustainability Strategy and carbon
reduction targets, with four further vessels
on order and due for delivery in 2026/27.
Slower than anticipated market conditions
have impacted demand for LNG ship-to-
ship operations, with the Company focused
on leveraging strong customer relationships
and innovation to grow its customer base
and expand into adjacent markets.
Operational highlights
* Adjusting for the impact of divested businesses and
closures: RMSpumptools, Subtech Europe and Swordfish.
See pages 30 to 35 for the reconciliation between reported
underlying operating profit and underlying operating profit
excluding disposals and business closures.
** Underlying operating profit is an Alternative
Performance Measure. Refer to Note 5 of the Consolidated
financial statements.
Highlights included
• Restructured Division portfolio into:
Energy Services and Renewables,
underpinned by Inspection ,Repair
and Maintenance.
• Simplified portfolio through sale
of RMSpumptools, delivering good
value for shareholders.
• Full year benefit from removal of loss-
making businesses in the prior year.
• Delivered good performance in
compressor rentals and services
to support offshore windfarm
construction market.
• Offset by reductions in Renewables
and Subsea and Decommissioning
Services following the refocus on
core services with strong long term
growth projections and the move
away from commoditised services.
• Growth in Africa due to a major
oil and gas infrastructure project.
(concluding Q1 2025).
Highlights included
• Longstanding projects delivered,
with strengthened management
team in place to accelerate Division
strategy.
• Strong performance in submarine
rescue, defence diving and
submarine platform, offset by lower
revenue in special forces. Continued
good performance from commercial
diving and hyperbaric systems,
aligned to the energy markets.
• A number of one-off set up
costs associated with expansion.
Expanding in key global regions, inc.
Australia, the US, Indo Pacific and
Europe, aligned to NATO nations.
• Key contract awards and extensions
in India and Australia in Q4 2024.
• Order book increased by 37 percent
with US Facility Clearance process
initiated.
• Continued investment in new
product development pipeline to
drive innovation.
Highlights included
• Strong Cattedown Wharves port
services and tankship performance,
with good spot and fleet utilisation
rates despite reduction in vessel
fleet.
• Offset by poorer performance in
LNG ship-to-ship transfers, due to
slower market conditions impacting
demand and reduction in volumes
of oil ship-to-ship in the Middle East
driven by regional unrest.
• Fleet replacement programme
continues, with four new LNG
dual-fuel tankships confirmed for
delivery in 2026/2027.
• Simplified portfolio through sale
of Martek Marine, delivering good
value for shareholders.
• Good progress on carbon reduction,
reducing Scope 1 and 2 emissions
through digitally enabled pilots.
21
Strategic ReportOverview Governance Financial Statements
How we measure our financial progress –
key performance indictors (KPIs)
Financial KPIs
Operating profit/(loss) (£m) Underlying operating profit*
(£m)
Return on operating capital
employed* (%)
2024
2023
2022
2020
2021
£73.1m
£(18.6)m
£24.7m
2024 improvement driven by gains from
business and assets disposals. Last year’s
loss mainly reflected goodwill impairments
and exceptionally high refinancing costs.
2024
2023
2022
2020
2021
£29.5m
£29.6m
£26.4m
Broadly flat underlying operating
profit. Excluding the impact of divested
businesses (Subtech Europe, Swordfish,
RMSpumptools and Martek) adjusted
underlying operating profit grew by 23.1
percent.
2024
2023
2022
2020
2021
2024
2023
2022
2020
2021
8.2%
6.6%
5.3%
Return on operating capital employed
(ROCE) improved to 8.2 percent, driven
by more disciplined capital allocation
supported by the sale of Raleigh Fisher
during the year. This marks progress
toward our strategic target of a 15 percent
ROCE.
£73.1m
Underlying operating margin*
(%)
2024
2023
2022
2020
2021
6.7%
6.0%
5.5%
Margin improved to 6.7 percent, driven by
strong performance in compressor rentals
for Well Services and Offshore Wind, plus
the Inspection Repairs and Maintenance
contract in Mozambique. Exiting non-
profitable businesses in the prior year also
improved results. The Group strategically
aims for a minimum 10 percent operating
margin as a profitability target.
6.7%
Cash flow from operating
activities (£m)
2024
2023
2022
2020
2021
£49.3m
£37.8m
£44.5m
The Group generated £49.3m of cash from
operating activities, with a working capital
inflow of £4.2m (2023: inflow of £6.7m).
The increase in operating profit was the
key driver of the improved cash flow.
£49.3m
Leverage* (times)
2024
2023
2022
2020
2021
1.4x
2.8x
2.7x
Significant deleveraging was achieved
through the repayment of borrowings from
in-year business disposals, followed by
successful refinancing on much improved
terms. This represents positive progress
toward our target leverage of 1.0x to 1.5x.
1.4x
£29.5m 8.2%
* Underlying operating profit, underlying operating
profit margin, return on capital employed, and leverage
are Alternative Performance Measures (APMs) that
are reconciled and defined in Note 5 of the financial
statements. Underlying operating profit adjusted for
business disposals and closures has been reconciled
on page 30 of the Financial Review.
22
James Fisher and Sons plc Annual Report and Accounts 2024
Non-financial KPIs
Lost Time Incident Frequency
(LTIF)
1
Scope 1 and Scope 2 emissions
(tCO
2
e)
3
Employee Engagement Score
(grand mean)
2025
2024
2023
2022
Base year Baseline
2021 2.6
Employee Engagement Score
(grand mean)
2025
2024
2023
2022
3.94
3.86
3.84
Base year Baseline
2021 3.6
Scope 1 and Scope 2 emissions
(tCO
2
e)
2025
2024
2023
2022
49,594
74,885
74,530
Base year Baseline
2021 84,650
0.44
Total Recordable Case
Frequency (TRCF)
2
2.09
3.30
2.65
Base year Baseline
2021 7.4
Total Recordable Case
Frequency (TRCF)*
2025
2024
2023
2022
2.09
% Voluntary attrition (%)
% Voluntary attrition
2025
2024
2023
2022
12%
14%
18%
Base year Baseline
2022 18%
12%
49,594 3.94
0.44
0.98
0.51
1. LTIF = (Number of lost time injuries x 1,000,000)/
(Total hours worked).
2. TRCF = (Fatality + Lost Time Injury + Restricted Work
Day Case + Medical Treatment Case) x 1,000,000)/
(Hours worked). 3. Net Zero interim target year. Refer to our TCFD report.
23
Strategic ReportOverview Governance Financial Statements
In 2024 our Energy Division
restructured under two
distinct portfolios:
Renewables and Energy
Services underpinned by
Inspection, Repair and
Maintenance.
This allowed us to realign our business
to emerging market and customer needs,
delivering the energy transition through
safe, efficient energy production and
innovative renewable energy solutions.
Our transformation will continue as we
maintain our focus on delivering innovative,
market-leading products and services
that make a difference in solving customer
challenges. We sold RMSpumptools, with the
proceeds used to reduce debt and re-invest
and we wish everyone in the business well.
Changes in energy markets, geopolitics,
new technologies, the shift to clean
energy, and the effects of climate change
are all affecting how securely our energy
supply is delivered. This creates significant
challenges and opportunities, which
James Fisher is well positioned to support.
Growth and Strategy
We are investing in advanced technologies,
such as offshore wind noise attenuation
systems (bubble curtains) – becoming
the global leading provider. We continue
to develop our cable protection and
diagnostic services, minimising costly
downtime while maximising the value
of data to our customers. At the same
time, we are reducing carbon emissions
through the continued development of
efficient compressors for well testing
and production, including development
of a new net zero emission electric
compressor. These are just some of the
innovations coming through our New
Product Development Roadmap.
Beyond this, we are continuing to expand
our strategic partnerships and target new
markets in Latin America, Asia and the
USA, building on long-term ambitions
to expand our global presence. This
complements our One James Fisher
ambition, partnering with our Defence
Division to provide cross-customer
capabilities, including commercial diving.
As we expand, we are strengthening
our relationship with our supply chain,
Our Divisions
2024 Highlights
Neil Sims
Head of Energy
integrating best practice and efficiency
through regional hubs.
We are leveraging synergies between
offshore wind and traditional oil and gas
operations to support the construction
and operation and maintenance phases,
such as air compressors for the big bubble
curtains, controlled flow excavation
and subsea services including Remote
Operated Vehicles (ROV).
Our success relies on a skilled workforce
and I’m pleased to have our new senior
leadership team in place, as well as the
successful delivery of our first James
Fisher Academy programme and emerging
talent coming through our businesses
including graduates and apprentices.
Our People and Safety
I’d like to acknowledge and thank all
our teams. Together we have delivered
significant progress and improved our
performance across the portfolio. It is
our people and their focus on safety and
consistent customer delivery that make
all the difference. We have bettered both
our Lost Time Incidents (LTI) and Total
Recordable Case Frequency (TRCF)
targets for 2024. Our focus for 2024
included situational awareness campaigns,
benchmarking our safety culture, and the
adoption of Intelex our safety incident
management tool.
Outlook
As we continue to transform our Energy
Division for the future, our strategy will
remain centred around strategic markets,
people and capabilities, innovation and
technology. This will drive a sustainable
growth and our underlying commitment
to a resilient future that meets the world’s
energy demands while protecting assets,
people and our planet.
207. 5
266.5
74.8
9.5
24.8
15.7
17.6
9.3
Enhancing
Protecting Connecting
Safety
• Over 11 years LTI free in Norway
• Sapura Thailand project successfully
completed in 361 days, with ZERO LTIs
• Awarded Vesterhav Project (VHP) Safety
• Honour Award from Vattenfall
Performance
• Grew market share in well test support
projects in Australia
• Continued commitment to the growth
of renewables in Asia-Pacific, securing
Zhong Neng offshore windfarm
commissioning contract in Taiwan
Innovation
• Internet of things (IoT) condition-based
monitoring for marine deployed assets
• IoT asset management monitoring for
windfarm data collection
Revenue (£m)
2024
2023
Statutory operating profi t (£m)
2024
2023
Underlying operating profi t* (£m)
2024
2023
Return on capital employed* (%)
2024
2023
24
James Fisher and Sons plc Annual Report and Accounts 2024
Energy
Case Study
Service quality in
offshore wind
We were asked to establish a
24-hour, dual-language control
room, and oversee high voltage,
network safe operations during
commissioning of the Saint-Brieuc
Bay offshore windfarm.
The 25-strong team provided remote and vessel-
based support throughout the construction phase
and during connection to grid. Post construction,
the team trained customer technicians to ensure
ongoing safety from the system during the
operational phase.
From the outset, communication
was consistent between the
project and site teams. Changes
were quickly managed and
everyone was kept informed,
helping to ensure that safety
and quality standards
were maintained.
Natanael Trascasa Barbero, Commissioning
Manager Iberdrola Saint-Brieuc.
Location: France
Supporting a
multi-well campaign
We successfully deployed our ScanTech Zone II
electrical compressors in Namibia, supporting an
ambitious multi-well campaign for our client.
This first-of-its-kind project in the region provided
a reliable, sustainable solution with reduced
carbon output, lower noise levels, minimised fire
risk, and an enhanced safety profile compared to
traditional diesel alternatives.
Both the team and equipment performed
exceptionally, helping our customer to adopt
sustainable solutions in their operation and
leading to the adoption of Zone II electrical
compressors for additional projects in the region.
Location: Namibia
25
Strategic ReportOverview Governance Financial Statements
Overview
In 2024 our Defence Division
moved into the second year
of its turnaround.
We completed some longstanding projects
that had suffered from COVID-related
disruption, strengthened our team and
operations as we prepared for growth,
accelerated progress in delivering our
strategy, and secured significant orders
to accelerate our momentum.
Safety
With global teams operating in high-hazard
environments, safety remains our highest
priority. I am proud to report a significant
reduction in our Total Recordable Injury
Frequency Rate (TRIFR) during a year of
high operational intensity. This achievement
demonstrates our ability to uphold the
highest safety standards while delivering
critical services.
Across many countries, we delivered
essential submarine rescue trials and
exercises, affirming our vital role in
safeguarding lives and enabling mission
success for navies around the world.
Growth and Strategy
2024 saw strong market momentum and
new contract wins that position us for sustained
growth. We also enhanced project and
pipeline management, improving financial
forecasting and ensuring more predictable
performance.
• Australia: Secured contract extensions
with the Royal Australian Navy and
moved into a state-of-the-art facility in
Caringbah, improving our capacity to
deliver services and grow.
• USA: Initiated the Facility Clearance
Process, enabling direct engagement
with the Department of Defense, and
achieved key early contract wins to
develop our presence in the USA with
existing partners.
• UK and NATO: Embedded fully into the
Third In-Service Support contract for the
NATO Submarine Rescue Service (NSRS)
while securing contract enhancements
which further improve our ability to
support our customer and the rescue
readiness of the system. Introduced a
new military diver training programme
for an international customer.
We enter 2025 with a pipeline which
includes strategic opportunities across
submarine platforms, tactical diving
vehicles,special operations, and commercial
diving capabilities – all areas where we are
positioned to deliver innovative solutions.
We also see significant opportunities
across the Asia-Pacific region and Europe
where geopolitical developments and
growing defence budgets align with our
expertise. Our ability to deliver tailored,
reliable solutions positions us to expand
in these markets while deepening
partnerships with existing customers.
Our People
In 2024, we strengthened our team by
recruiting talent across Product Lines and
leadership roles which have already resulted in
measurable improvements in engagement
and performance. This investment reflects
the team’s confidence in the Division’s
future and enables us to deliver capable
and relevant solutions for our customers.
The unique and meaningful nature of the
work we do continues to inspire pride and
innovation across our organisation.
Outlook
The underlying drivers of our market
remain robust and we are positioned to
capitalise on growing demand across
both underwater defence and energy
security. While procurement timelines in
the defence sector can be unpredictable,
our order book, expanding pipeline and
improvements to our forecasting provide
confidence in the road ahead.
Our financial pathway is driven by:
• Growing pipeline across submarine
rescue, submarine platforms, tactical
diving vehicles and life support solutions.
• Expanding in key global regions,
including Australia, USA, Asia-Pacific,
Europe and NATO-aligned nations.
• Investments in innovation to remain at
the forefront of our industry.
• A focus on flexibility and interoperability
across mission sets and roles to meet
diverse customer needs.
We are immensely proud of our 40 years
of delivering mission-critical solutions,
and our purpose remains clear: to enable
mission success in the harshest operating
environment on earth. With a strengthened
leadership team, a focus on safety,
performance, and innovation, and a clear
strategy for growth, we are poised for
sustained progress in 2025 and beyond.
Rob Hales
Head of Defence
Revenue (£m)
2024
2023
Statutory operating profi t/(loss)
(£m)
2024
2023
Underlying operating profi t* (£m)
2024
2023
Return on capital employed* (%)
2024
2023
80.1
72.5
2.0
(23.7)
1.9
1.5
3.5
2.1
Enhancing
Protecting Connecting
Our Divisions
2024 Highlights
Safety
• Significant reduction in the Total
Recordable Injury Frequency Rate (TRIFR)
during a high-intensity operational year
Performance
• Closed legacy projects which incurred
higher-than-anticipated costs
• Secured significant strategic contracts
in Q4
Innovation
• Implemented the New Product
Development process to accelerate
innovation across our Product Lines
• New advanced health monitoring solution
launched, securing first contract win
26
James Fisher and Sons plc Annual Report and Accounts 2024
Defence
Excellence in Global
Submarine Rescue:
Dynamic Monarch 24
Our reputation as a global
leader in submarine rescue
was once again demonstrated
during Dynamic Monarch 24,
a multi-nation submarine
rescue exercise held off the
coast of Norway to test and
refine submarine intervention
and rescue capabilities
in some of the most
challenging environments.
Having delivered the NATO Submarine
Rescue System In-Service Support (ISS)
contract since 2015, we are responsible
for maintaining the system in a rescue-
ready state so that it can be called upon to
respond to a disabled submarine as rapidly
as possible. The exercise, which involved
forces from nations including the UK, France,
Norway, Sweden, USA, Germany, Canada,
and Turkey, focused on refining rescue
protocols, enhancing interoperability, and
ensuring rapid response to emergency
scenarios.
Highlights:
• Successful deployment of the Submarine
Rescue Vehicle (SRV): The SRV
conducted dry transfer personnel rescues
from Swedish GOTLAND and Norwegian
ULA Class submarines.
• Intervention operations: The Intervention
System, mobilised aboard the French Navy
ship BSAM Rhone, performed serials using
a Remotely Operated Vehicle.
• Collaborative success: Partnering with
systems from other nations, we shared
practical knowledge and experience to help
ensure the best possible submarine rescue
procedures and assistance are ready if
ever needed.
Location: Norway
Case Study
Participating in Dynamic
Monarch not only gives
us the opportunity
to demonstrate our
competence, but it is also
essential for the continual
enhancement of our
expertise and capability,
ensuring we remain at
the forefront as global
submarine rescue
operations evolve rapidly.
Richard Devlin, JFD Defence Director
27
Strategic ReportOverview Governance Financial Statements
Our Divisions
2024 Highlights
Our focus for 2024 was
to continue integrating
our business, developing
stronger customer synergies
while we maintain the
highest standards of
safety and quality.
It has been a mixed year, in part due to
the slower market conditions that have
impacted demand for our liquefied natural
gas (LNG) ship-to-ship (STS) operations.
We continue to focus on leveraging
our strong customer relationships and
innovation, to grow our customer base,
which we demonstrated through our
first LNG STS transfer off the UK coast
at Southwold earlier this year, alongside
an industry-first ammonia bunkering
simulation via STS transfer in Australia.
The success of operations like these
paves the way for the transition to more
sustainable marine fuels, with James
Fisher specifically chosen as adviser for
this world-first project.
Another proud moment was the christening
of the Lady Maria Fisher in Sunderland,
UK, in January. With four further LNG-
fuelled tankships on order, this will fulfil the
long-term demand for mid-sized ships that
provide a vital service for our North-West
Europe coastal shipping markets.
Cattedown Wharves, which provides
essential port services, had a strong
year, and the focus is on continuous
improvement of operations and efficiencies
as well as investigating opportunities to
support the energy transition.
Martek Marine also performed well in the
first half of this year, prior to its disposal
in summer 2024, with the proceeds used
to reduce our debt and reinvest in our
business innovation and growth. We wish
them every success as they continue to
thrive under new ownership.
Growth and Strategy
Much of our innovation remains centred
around the transition to a lower carbon
future. Alongside our investment in tankers
I’m proud of the progress we’ve made this
year with our decarbonisation strategy.
This includes optimising ships’ operational
efficiencies through digitalisation which
enables improved speed and consumption
levels, voyage routing and hull cleaning,
setting up the UK LNG bunkering supply
required for our newbuild vessels. We
have exceeded our emissions reduction
targets this year and will continue play a
key role in achieving our Net Zero 2050
target.
Safety
With regards to safety we faced headwinds
from a high point in 2023 with zero Lost
Time Incidents (LTIs). By contrast 2024
saw five LTIs and as a leadership team we
took collective responsibility: implementing
our Safety Stand Down, increasing our
presence onboard with Leadership site
visits and providing further emphasis
on ‘Stop the Job’. These actions led to a
significant improvement on the incident
frequency and severity during Q4 2024.
Exceptional Safety will remain a key priority
for our business and everyone in Maritime
Transport has a vital role to play.
Outlook
As we look ahead, we will continue to
focus on evolving our business for the
future, identifying synergies to grow our
customer base and market share. This
year we have already partnered with our
colleagues to launch a One James Fisher
business presence in Brazil, with the focus
turning to Asia in 2025. Thanks to our
strong foundations of people, innovation
and growth, I remain confident in our
Division’s continued potential, including
the ability to differentiate ourselves
through our products, service quality and
the outstanding expertise of our people.
Krystyna Tsochlas
Head of Maritime Transport
Revenue (£m)
2024
2023
Statutory operating profi t/(loss)
(£m)
2024
2023
Underlying operating profi t* (£m)
2024
2023
Return on capital employed* (%)
2024
2023
150.1
157.2
17.2
21.7
15.1
23.3
22.4
30.3
Enhancing
Protecting Connecting
Safety
• Leadership site visits to emphasise ‘Stop
the Job’
Performance
• Strong performance from Tankships and
Cattedown Wharves
• Tankship utilisation at 90%
Innovation
• Investment in four further
LNG-fuelled tankships
• Bunkering software to optimise
shipping routes
28
James Fisher and Sons plc Annual Report and Accounts 2024
Maritime Transport
Supporting clean fuel
development with
ammonia bunkering
simulation
We supported an industry
consortium led by the
Global Centre for Maritime
Decarbonisation (GCMD) to
simulate ammonia bunkering
with ship-to-ship transfers
as part of an industry-
leading pilot.
The important pilot project was designed
to demonstrate the operational viability
of future ammonia bunkering and highlight
the potential of ammonia as a
zero-carbon solution.
As the shipping industry advances its
decarbonisation efforts and explores
ammonia as a marine fuel, testing and
operationalising these enhanced safety
protocols were critical objectives of
this pilot.
Due to the toxic and harmful nature of
the cargo, its safe handling is a major
industry concern.
Highlights
• Our specialist operations team undertook
meticulous operational co-ordination and
planning, conducting all pre-operational
studies, compatibility assessments,
detailed risk assessments and dynamic
mooring analyses to support the safe
execution of the pilot.
• The team worked closely with the GCMD
and their partners, harnessing their
specialist skills and experience to ensure
the ammonia cargo was transferred safely
while addressing any challenges.
Benefits
• The pioneering transfer revealed the
operational viability of future ammonia
bunkering in the Pilbara region and helps
pave the way for ammonia to be used as a
sustainable marine fuel.
Location: Pilbara, Australia
Case Study
The potential of ammonia is
huge as a zero–carbon fuel
to accelerate the energy
transition, and STS services
will play a significant role.
We’re extremely proud to
have been involved in this
industry-leading initiative
with the GCMD and its
partners, helping to safely
demonstrate the operational
viability of ammonia as a
sustainable marine fuel.
Ruth Christie, Product Line Director
at Fendercare
29
Strategic ReportOverview Governance Financial Statements
Financial review
Reported results from
continuing operations
The Group generated revenue of £437.7m
in 2024, a decrease of 11.8% compared to
£496.2m in 2023 largely due to the impact
from disposed businesses. The Energy
Division delivered a strong performance
in Well Services and Offshore Wind.
Inspection, Repair & Maintenance benefited
from a major infrastructure contract in
Mozambique, which is due to complete in
Q1 2025. In both, Renewables and Subsea
and Decommissioning revenue was actively
reduced, following a strategic refocusing on
core growth services. In Maritime Transport
the performance was mixed, with revenue
down 4.5% to £150.1m. Tankships performed
well, achieving 89% fleet utilisation. The
business is progressing its fleet renewal
programme, with four new vessels
arriving from 2026. JF Fendercare faced
headwinds due to reduced LNG ship-to-ship
activity, Middle East instability, and order
rephasing. Defence revenue increased by
10.5% to £80.1m, with strong performance
in submarine rescue, defence diving,
and submarine platforms. The division
secured long-term renewals in Australia
and expanded its NATO submarine rescue
contract. Although special forces vehicle
revenues were impacted by a contract
Table 1: A summary of the Group’s performance from continuing
operations is set out below
Underlying results
1
Reported results
2024 2023 Change 2024 2023 Change
Revenue (£m) 437.7 496.2 (11.8%) 437.7 496.2 (11.8%)
Operating profit/(loss) (£m) 29.5 29.6 (0.3%) 73.1 (18.6) n/m
Profit/(loss) before tax (£m) 11.9 8.3 43.4% 54.0 (39.9) n/m
Profit/(loss) for the year (£m) 5.5 2.3 139.1% 46.4 (50.9) n/m
Operating margin 6.7% 6.0% 70 bps 16.7% (3.7%) n/m
Return on capital employed 8.2% 6.6% 160 bps n/a n/a n/a
Net debt – covenant basis 61.0 149.8 (59.3%) n/a n/a n/a
Net debt 56.1 144.2 (61.1%) n/a n/a n/a
Earnings/(loss) per share 16.9 11.4 48.2% 92.0 (101.2) n/m
Excluding disposals and closures
2
Revenue (£m) 406.0 373.7 8.6%
Operating profit (£m) 22.0 16.8 31.0%
1. The Group uses a number of alternative (non-Generally Accepted Accounting Practice (non-GAAP)) performance
measures (APMs) which are not defined within IFRS. The APMs should be considered in addition to and not as
a substitute for or superior to the information presented in accordance with IFRS, as APMs may not be directly
comparable with similar measures used by other companies. The APMs are described more fully and reconciled to
GAAP performance measures in Note 5 of the Consolidated financial statements.
2. Revenue and operating profit excluding disposals and closures is after the impact of RMSpumptools,
Martek,Subtech Europe and Swordfish. RMSpumptools contributed £24.2m in revenue (2023: £42.5m) and £6.8m
in operating profit (2023: £11.3m). Martek contributed £7.5m in revenue (2023: £11.6m) and £0.7m in operating
profit (2023: £1.4m). In 2023, operating profit from Swordfish was £3.9m, while Subtech Europe recorded losses of
£3.8m.
Table 2: Reconciliation of continuing operations underlying operating
profit to operating profit
2024
£m
2023
£m
Underlying operating profit 29.5 29.6
Amortisation of acquired intangible assets (0.3) (1.1)
Impairment charges, net (5.1) (28.1)
Re-financing costs (3.5) (12.2)
Restructuring costs (1.7) (5.7)
Disposal of businesses and assets 54.9 1.7
Other (0.7) (2.8)
Operating profit/(loss) 73.1 (18.6)
With positive
cash generation
and successful
deleveraging, we
are well-positioned
to drive growth,
enhance margins,
and scale efficiently.
Karen Hayzen-Smith
Chief Financial Officer
30
James Fisher and Sons plc Annual Report and Accounts 2024
cancellation, a major contract for tactical
diving vehicles for special forces equipment
and new submarine platform projects
strengthen the forward orderbook to £306m
(2023: £223m).
Reported operating profit was £73.1m,
an increase of £91.7m over 2023, despite
underlying operating profit remaining
relatively flat. The improvement was driven
by a £91.8m reduction in net adjusting items,
shifting from a £48.2m loss to a £43.6m
gain. This year’s movement includes £54.9m
from the disposal of RMSpumptools, Martek,
and certain Subtech Europe assets. The prior
year’s loss was primarily due to a £28.1m
reduction in goodwill related impairments
and exceptionally high re-financing costs.
Reported profit before tax was £54.0m,
an increase of £93.9m. The increase in
profit before tax was driven by the reported
operating profit performance, along with a
benefit from lower net finance expenses.
The reduction in net finance expense
resulted from re-financing on more
favourable terms and overall deleveraging
(October 2024 onwards), which was made
possible following various in year disposals.
Reported earnings per share were 92.0
pence compared to a loss of 101.2 pence in
2023 reflecting the improved operating profit
performance and gain from adjusting items.
Underlying operating profit
from continuing operations –
See Table 2
Underlying operating profit was broadly
flat at £29.5m (2023: £29.6m). The Energy
and Defence Divisions delivered growth in
both underlying operating profit and margin,
whereas Maritime Transport saw declines in
both underlying operating profit and margin.
The Group’s overall underlying operating
profit margin improved by 70 bps, from
6.0% in 2023 to 6.7% in 2024 reflecting the
strong performance in compressor rentals
into both Well Services and Offshore Wind
and the Inspection Repairs and Maintenance
Mozambique contract.
Full year operating performance
by Division
Energy - See Table 5
Strong performance in Compressor
Services product lines
The Energy Division provides services
to the energy and renewables markets
including compressor services in Oil
and Gas markets and Bubble Curtains
for Offshore Wind (Scantech), IRM (JF
Subtech), Commissioning, Cable and
Blade maintenance and support into
Table 3: Summary of underlying revenue from continuing operations
2024
£m
2023
£m
Change
%
Energy 207. 5 266.5 (22.1%)
Defence 80.1 72.5 10.5%
Maritime Transport 150.1 157.2 (4.5%)
Total 437.7 496.2 (11.8%)
Table 4: Summary of underlying operating profit/(loss) from continuing
operations
2024
£m
2023
£m
Change
%
Energy 24.8 15.7 58.0%
Defence 1.9 1.5 26.7%
Maritime Transport 15.1 23.3 (35.2%)
Corporate (12.3) (10.9) (12.8%)
Total 29.5 29.6 (0.3%)
Renewables (JF Renewables) and
Subsea and Decommissioning Services
(JF Offshore). The Artificial Lift
(RMSpumptools) product line was sold
on 8 July 2024 for net consideration of
£82.8m and is included in the results until
the disposal date.
The Energy Division achieved a 17.8%
increase in revenue (excluding Subtech
Europe, Swordfish and RMSpumptools)
with strong performance in compressor
rentals into both Well Services and
Offshore Wind (ahead by 18.6%) and
the continuing Inspection Repairs and
Maintenance businesses, although this was
mainly due to a contract in Mozambique
which will conclude in early 2025.
Offsetting these advances were revenue
reductions in Renewables and Subsea and
Decommissioning Services following the
refocus on core services with strong long
term growth projections and the move away
from commoditised services. Including the
£3.5m gain from the sale of life of field rental
assets, the Division achieved a more than
fourfold increase in underlying operating
profit (excluding disposals and closures).
Compressor Rentals were particularly
strong both in traditional Well Testing
service support in Africa and the Middle
East and in Bubble Curtain support to
Offshore Windfarm construction, with some
significant contract wins in the US which will
continue into 2025. The overall increase was
£11.5m; from £61.9m to £73.4m or 18.6%,
with strong asset utilisation extending into a
traditionally lower activity fourth quarter due
to strong customer demand.
Inspection, Repair and Maintenance
(excluding Subtech Europe and Swordfish)
increased revenue by 59.7% from £39.7m
to £63.4m, there was good growth
particularly in Africa as a major port
infrastructure project ramped up in H2,
this contract will conclude in H1 2025.
Renewables revenues declined by 20.4%
from £29.9m to £23.8m mainly due to a
strategic portfolio review and a refocus
onto commissioning and Blade/Cable
monitoring and repairs and away from
other commoditised activities. There were
also lower levels of construction activity
with deliveries in 2023 (Seagreen and
Hollandse-Kust) not replaced in 2024.
Subsea and Decommissioning Services
revenue declined by 15.2% from £22.3m
to £18.9m. In a similar vein to Renewables
this business has been restructured
with non-core commoditised product
offerings being disposed of and the
remaining business being aligned to
robust growth markets supporting Subsea
and Decommissioning services only.
The now divested RMSpumptools
product line is included within
continuing operations as it did not
satisfy the accounting criteria to be
reported as a discontinued operation.
The net proceeds from the sale
of the business has significantly
decreased Group financial leverage.
31
Strategic ReportOverview Governance Financial Statements
Financial review continued
Defence – See Table 6
Positive progress in growing the
orderbook, the pipeline remains strong.
The Defence Division provides underwater
systems and life support capabilities,
for the defence and commercial diving
markets. The main business lines are
submarine rescue, defence diving, special
forces vehicles, submarine platforms, and
commercial diving and hyperbaric systems.
The Defence Division’s revenue increased
by 10.5%, to £80.1m (2023: £72.5m),
with an underlying operating profit of
£1.9m, an increase of £0.4m compared
to 2023. The revenue increase was
primarily due to strong performance in
the submarine rescue, defence diving
and submarine platform product lines;
partially offset by lower performance in
special forces vehicles mainly caused by
the cancellation of a contract in the US.
Although operating margin improved,
there were a number of one-off set up
costs associated with expansion.
Commercial diving and hyperbaric product
line activity was steady during 2024 with
strong growth potential identified for 2025
and beyond. Long term submarine rescue
and defence diving contracts were renewed
in Australia during 2024, and the scope
of the NATO submarine rescue contract
was expanded. Two submarine rescue
equipment build projects were completed
during the year, now in the warranty phase.
Good progress has been made in
strengthening the order book, including
successful contract awards in the US and
a major special forces equipment contract
secured during the year. As of 31 December
2024, the Division’s forward order book
stood at £306m, a significant increase from
£223m in the prior year. Further awards are
expected in 2025 subject to procurement
processes, particularly in the submarine
platforms and special forces vehicles
product lines.
The underlying drivers for the key markets
remain strong, and the Group is focused
on securing new contracts as customers
around the world prioritise undersea
defence and energy security.
Maritime Transport – See Table 7
Mixed performance across product lines
with challenges in STS markets.
The Maritime Transport Division comprises
the Tankship business, Cattedown
Wharves (Cattedown) and JF Fendercare.*
The Maritime Transport Division’s revenue
decreased by 4.5% to £150.1m (2023:
£157.2m), reflecting mixed performance
across product lines. Underlying operating
Table 5: Energy
2024
£m
2023
£m
Change
%
Revenue 207. 5 266.5 (22.1%)
Revenue excl. disposals and closures
1
183.3 155.6 17.8%
Underlying operating profit
2
24.8 15.7 58.0%
Underlying operating profit excl. disposals
and closures
1
18.0 4.3 318.6%
Underlying operating profit margin 12.0% 5.9% 610 bps
Underlying operating profit margin disposals
and closures
1
9.8% 2.8% 700 bps
Return on capital employed
2
17.6% 9.3% 830 bps
1. Revenue and operating profit excluding disposals and closures is after the impact of RMSpumptools, Subtech
Europe and Swordfish. RMSpumptools contributed £24.2m in revenue (2023: £42.5m) and £6.8m in operating
profit (2023: £11.3m). In 2023, operating profit from Swordfish was £3.9m, while Subtech Europe recorded losses
of £3.8m.
2. Please refer to Note 5 of the Consolidated financial statements for further information on this alternative
performance measure.
Table 7: Maritime Transport
2024
£m
2023
£m
Change
%
JF Tankships (incl. Cattedown) 80.5 76.1 5.8%
JF Fendercare (excl. Martek) 62.1 69.5 (10.6%)
Martek 7.5 11.6 (35.3%)
Total revenue 150.1 157.2 (4.5%)
Underlying operating profit
1
15.1 23.3 (35.2%)
Underlying operating profit (excl. Martek)
2
14.4 21.9 (34.2%)
Underlying operating profit margin 10.1% 14.8% (470 bps)
Underlying operating profit margin (excl. Martek) 10.1% 15.0% (490 bps)
Return on capital employed
1
22.4% 30.3% (790 bps)
1. Please refer to Note 5 of the Consolidated financial statements for further information on this alternative
performance measure.
2. Martek contributed £0.7m in operating profit (2023: £1.4m).
Table 6: Defence
2024
£m
2023
£m
Change
%
Total revenue 80.1 72.5 10.5%
Underlying operating profit
1
1.9 1.5 26.7%
Underlying operating profit margin 2.4% 2.1% 30 bps
Return on capital employed
1
3.5% 2.1% 140 bps
1. Please refer to Note 5 of the Consolidated financial statements for further information on this alternative
performance measure.
32
James Fisher and Sons plc Annual Report and Accounts 2024
profit declined by 35.2% to £15.1m (2023:
£23.3m), with the operating profit margin
reduced to 10.1% from 14.8%.
Tankships and Cattedown continued to
deliver good performance in the year
with revenues up from £76.1m to £80.5m.
Demand continued to be strong allowing
Tankships to achieve fleet utilisation of
89% (2023: 93%). The increase in revenue
was down to Tankships taking on the
management of an additional services,
repair and maintenance contract following
the closure of Subtech Europe. Cattedown
saw an increase in the throughput from
petroleum and dry cargo which, combined
with inflationary price increases, lead to
improvement in revenues. The underlying
operating profits from these two
businesses saw a 6% decline mostly due to
costs incurred in stengthening capabilities.
During December 2024 and in early 2025,
three vessels operated and managed by
Tankships left the fleet as they reached
the end of their commercial lives. An
owned vessel, the Raleigh Fisher was
sold in December generating a profit on
disposal of £2.8m recognised in separately
disclosed items. The Cumbrian Fisher and
Clyde Fisher, which were leased, were
redelivered to their owners in December
2024 and February 2025 respectively.
The Raleigh Fisher was replaced by
the Leander Fisher, a vessel of similar
specifications that was taken on a long-
term bareboat hire in order to service the
MOD time charter awarded to Tankships in
November 2024.
Tankships continues its fleet replacement
programme, with four new sub-
intermediate tankers to be delivered
throughout 2026 and early 2027.
JF Fendercare (excl. Martek) experienced
an £7.4m reduction in revenue year-on-
year, due to a lull in LNG ship-to-ship
activity as global LNG stocks have remained
high. This was exacerbated by a reduction
in volumes of oil ship-to-ship in the Middle
East driven by regional unrest as well as
rephasing of some large product orders into
2025. The reduction in revenue together
with margin pressures caused by increased
vessel costs in Brazil have caused a
significant reduction in underlying operating
profit for the business.
*Martek Marine (“Martek”) was sold in
September 2024. The Divisional results
include the contribution for the eight
months in 2024 and full year in 2023.
Corporate
Corporate costs were £12.3m compared
to £10.9m in 2023. The increase reflects
the full year impact of investments made
to strengthen capabilities to support the
turnaround strategy as well as higher
bonus and share-based payments costs,
partially offset by various cost saving
initiatives. The investments in Corporate
serve as a foundation for sustainable
growth by driving stronger business
performance and operational efficiencies,
ultimately leading to margin improvements
across the Group. Key areas of focus
include enhancing the supply chain to
improve resilience and cost-effectiveness,
advancing engineering capabilities to
drive technical excellence, and fostering
innovation to maintain a competitive edge
in evolving markets.
Non-underlying items included
within operating profit – See Table 8
The Group has recognised a net gain of
£43.6m from non-underlying items during
the year, compared to a net loss of £48.2m
in the prior year.
The £5.1m net impairment charge in
2024 mainly comprises a £3.2m goodwill
impairment related to our IRM business,
£1.4m impairment relating to two joint
ventures within the Maritime Transport
division which we have classified as “held
for sale”, a further £0.9m impairment
in a South African joint venture within
our Maritime Transport division and
£0.2m impairment of assets within the
Scantech Norway business in the Energy
division. This is partially offset by an
impairment reversal of £0.6m following the
successful recovery of previously impaired
receivables from a closed business. The
2023 net impairment charge of £28.1m
relates to goodwill impairment charges of
£28.0m, largely in the Defence division and
asset impairments of £2.4m in Maritime
Transport and Energy divisions, partially
offset by a £2.2m impairment reversal.
The Group incurred £3.5m in re-financing
charges during the year, primarily
related to legal and advisory costs for
the new revolving credit facility (RCF). In
comparison, similar costs associated with
the previous facility amounted to £12.2m
in 2023
Restructuring costs of £1.7m relate to
the Group’s multi-year transformation
programme, which focuses on
simplification, rationalisation, and business
integration. These costs primarily consist
of redundancy related expenses.
Amortisation of acquired intangible assets
relate to customer relationships acquired
through business combinations which are
amortised over their useful economic life.
The disposal of businesses and assets
generated a profit of £54.9m in 2024. This
includes a £48.8m gain from the sale of
RMSpumptools and a £0.7m gain from
the disposal of Martek. The remaining
profit primarily arises from the sale of the
remaining assets of the closed Subtech
Europe business.
Other costs predominantly comprise of legal
and professional fees that are non-recurring
and outside the normal course of business.
Capital expenditure
Capital expenditure in the year was £29.3m
(2023: £29.4m) and £2.4m (2023: £1.8m)
on development expenditure. The capital
expenditure to depreciation ratio was
1.4 (excluding intangibles additions and
amortisation). Approximately half of the
expenditure incurred was in the Energy
Division which included spend on a new
fleet of compressors as well as upgrades
to existing compressors to support sighted
opportunities. The remaining expenditure
was largely weighted towards Maritime
Transport in relation to deposits on the
Tankships re-build programme.
Net finance charges
The Group’s net finance charges decreased
by £2.2m to £19.1m (2023: £21.3m).
Underlying finance charges excludes
the impact from the remeasurement of
borrowings and net unrealised foreign
exchange on lease liabilities.
Finance charges in the full year to
December 2024 primarily comprise of
£13.6m of interest expense on loans and
overdrafts (2023: £15.8m), £0.9m for
deferred completion fees payable under
the previous RCF (2023: £2.6m), £1.7m of
loan arrangement fees (2023: £1.9m), and
£4.3m interest expense on lease liabilities
(2023: £4.0m), partially offset by £2.8m
(2023: £3.2m) interest income on cash
balances and pensions. The decrease in
interest expense on loans and overdrafts
was mainly due to the reduction in the
quantum of debt following the Group
deleveraging activities in 2024.
The Group’s interest cover ratio, which
is an alternative performance measure is
fully described and reconciled in Note 5
of the Consolidated financial statements.
Under the new facility the interest cover
ratio metric has been redefined to be
calculated as underlying EBITDA divided
by net interest payable (excluding IFRS
16 finance charges) from the date of the
first utilisation, rather than being on a
last 12-month basis and using underlying
operating profit under the previous
calculation. The interest cover at 31
December 2024 is 4.5x compared to a
banking covenants requirement of greater
than 4.0x.
33
Strategic ReportOverview Governance Financial Statements
Financial review continued
Taxation
The Group has recognised a tax charge in
respect of continuing operations of £7.6m
in the period (2023: charge of £11.0m).
The tax charge on underlying profits from
continuing operations for the period is
£3.3m (2023: £2.4m). The effective tax
rate (ETR) rate on the underlying profit
before tax is 27.6% (2023: 29.0%), which
has been adjusted for a £3.1m (2023:
£3.6m) Corporate Interest Restriction (CIR)
disallowance due to exceptionally high
interest costs which cause a distortion
on the tax rate and has no bearing on the
operational performance of the Group.
The Group’s ETR excluding this adjustment
is 53.4% (2023: 72.7%).
The unrecognised UK Deferred Tax Asset
has been maintained for FY24, which
results in no tax credit being recognised for
the losses generated by the UK businesses.
Given the tax benefit is not recorded in
the financial statements, and therefore
results in a higher ETR, a useful metric is to
understand the underlying ETR excluding
the UK which for FY24 is 25% (2023: 30%).
As the UK stabilises, and we can include the
tax credit we would anticipate an underlying
ETR would fall within the 25.5% to 27.5%
range on the assumption of a consistent
geographic mix.
The decrease in the overall tax charge on
continuing operations is primarily driven by
the fact in 2023 the tax charge included the
impact of decreognising tax losses in the
UK for earlier periods. In 2024 the Group
continues the unrecognised UK deferred
tax asset position, although the impact
to the tax charge is reduced as it only
considers current year UK losses.
Dividends and earnings per share
The Board has not recommended
dividends for 2024 or 2023, as the Group
is still in the process of its turnaround.
However, the Board remains committed to
reintroducing a sustainable dividend policy
at the appropriate time.
Basic earnings per share, on a statutory
basis, increased to 92.0 pence (2023: loss
of 101.2 pence) reflecting higher profit after
tax. Underlying basic earnings per share
increased to 16.9 pence (2023: 11.4 pence)
primarily due to lower interest charges in
the year.
Table 8: Non-underlying items included within operating profit
2024
£m
2023
£m
Impairment charges, net 5.1 28.1
Refinancing costs 3.5 12.2
Restructuring costs 1.7 5.7
Amortisation of acquired intangible assets 0.3 0.3
Gain on disposal of businesses and assets (54.9) (1.7)
Other 0.7 3.6
Total (43.6) 48.2
Table 9: Cash flow
2024
£m
2023
£m
Cash flow from operating activities 49.3 37.8
Cash flows (used in)/from investing activities 79.7 (4.7)
Cash flows used in financing activities (131.6) (27.4)
Net (decrease)/increase in cash and cash equivalents (2.6) 5.7
Cash and cash equivalents at 1 January 26.4 22.8
Net foreign exchange differences (0.4) (1.7)
Cash transferred to asset held for sale 0.4 (0.4)
Cash and cash equivalents at 31 December 23.8 26.4
Table 10: Net debt
2024
£m
2023
£m
Net borrowings 108.0 201.1
Less: right-of-use operating leases (52.6) (56.9)
Amortised cost adjustment 0.7 –
Add: Guarantees and collateral deposits
1
4.9 5.6
Net debt – covenant basis 61.0 149.8
Covenant EBITDA 43.9 54.4
Net debt: EBITDA
1
1.4x 2.8x
1. Includes one-time James Fisher Nuclear Limited settlement of £3.4m in 2024.
2. Defined as as leverage APM in Note 5.3 of the Consolidated financial statements.
34
James Fisher and Sons plc Annual Report and Accounts 2024
Cash flow and borrowings – See
Tables 9 and 10
The Group generated £49.3m (2023:
£37.8m) of cash from operating activities,
with a working capital inflow of £4.2m
(2023: inflow of £6.7m). The increase in
operating profit was the key driver of the
improved cash flow. The working capital
inflow arose due to an improvement
in creditor days, partially offset by an
increase in trade and other receivables
which was mainly as a result of ongoing
projects for which billing milestones have
not yet been reached. Creditor balances
have seen a modest reduction since 2023.
Tax payments were slightly higher than last
year at £9.7m (2023: £8.6m).
Cash inflows from investing activities during
Cash inflows from investing activities during
the year were £79.7m (2023: outflow of
£4.7m). Capital expenditure, at £31.7m, was
in line with the £31.2m invested in 2023. Key
expenditure in 2024 included investment
in energy efficient compressors in the
Energy Division, which is expected to yield
attractive returns. Other capex investments
included deposits on new build vessels,
dry docking of the Group’s vessels and
equipment purchases. The Group realised
£80.0m from the disposal of RMSpumptools
and Martek in addition to £25.8m of
proceeds from the disposal of property,
plant and equipment (2023: £25.6m).
The Group’s net borrowings at 31
December 2024, including all lease
liabilities, was £108.0m (2023: £201.1m).
During the period, bank borrowings
decreased by £89.3m and lease liabilities
decreased by £6.8m.
On 31 December 2024, the Group had
£95.0m of committed credit facilities
(2023: £192.7m) and £17.0m of undrawn
committed credit facilities (2023: £24.7m).
The Group’s net debt for the purposes of
its banking covenants consists of net bank
borrowings, finance lease liabilities (on an
IAS 17 basis), and bonds and guarantees,
as summarised in Table 10.
Liquidity
In September 2024, following the
successful deleveraging of the Group,
combined borrowing facilities of £95m,
with three of its lending banks and one
new lender, were agreed. The new
facilities consist of £75m RCF and a £20m
term loan with maturity dates of September
2027 (extension options available subject
to lender consent) and September 2029
respectively. As per the agreement, £2.5m
of the RCF commitments will step-down
and be cancelled in the first half of 2025.
The Group operates a minimum internal
liquidity target of £20m (being committed
facility headroom and readily available
cash) to enable the settlement of any
liabilities as they become due and to
provide additional comfort over the
liquidity headroom of the Group. At 31
December 2024, the Group’s liquidity
position was £25m which is 125% of
the liquidity target. However, ensuring
sufficient liquidity has been included
within the financial, liquidity and treasury
Principal Risk in the Annual Report and
Accounts and continues to be closely
monitored by management.
Additional committed and non-committed
facilities continue to be scoped by the
Group to ensure the minimum liquidity
objective will be maintained during the
growth phase of the strategic plan.
Balance sheet
The Group’s net assets increased by
£41.7m to £190.3m (2023: £148.6m). Total
comprehensive income for the year of
£40.5m contributed to the increase in
retained earnings. The primary driver
of the increase in net assets was the
reduction in borrowings following the re-
financing offset by a decrease in net assets
due to the disposals of RMSpumptools and
Martek.
Non-current assets
Non-current assets decreased by £23.4m
to £271.9m, driven by movements in
Goodwill and right-of-use assets. Goodwill
reduced by £13.8m to £64.5m (2023:
£78.3m), reflecting the disposal of £9.7m
as part of the RMSpumptools transaction
and an impairment charge of £3.2m on
the Continental goodwill balance. Right-
of-use assets decreased by £7.4m, driven
by natural in-year amortisation exceeding
the rate of additions. The majority of
the Group’s right-of-use assets relate to
vessels which are typically under longer
term rental agreements.
Current assets and current
liabilities
The Group’s net current assets stand
at £36.8m, a decrease of £37.4m from
2023. This reduction reflects a £21.3m
decrease in inventories, trade and other
receivables, and trade and other payables,
of which £14.5m relates to the disposal of
RMSpumptools and £14.7m to the removal
of assets held for sale following the
completion of the Martek transaction.
Short-term bank borrowings (mainly
overdrafts) increased to £78.9m from
£64.1m as of 31 December 2023, while the
net position of short-term cash and short-
term borrowings reduced to £7.3m (31
December 2023: £13.4m).
Non-current liabilities
Non-current liabilities decreased by
£102.5m to £118.4m as of 31 December
2024. This reduction was primarily driven
by repayments following various business
and asset disposals during the year, as well
as the Group’s subsequent re-financing.
35
Strategic ReportOverview Governance Financial Statements
Sustainability is an
integral part of our
transformation journey.
Sustainability
36
James Fisher and Sons plc Annual Report and Accounts 2024
Sustainability 36
– People 42
– Planet 46
– Partnerships
50
– TCFD report 54
– Section 172 68
Our rich heritage built on
innovation and ambition has
seen James Fisher drive
towards a stronger, more
sustainable future, focused
on growth.
37
Strategic ReportOverview Governance Financial Statements
Sustainability
As we reflect on a year of change, it’s
encouraging to see our sustainability and
business strategies working hand-in-
hand. Through our three Sustainability
Pillars of People, Planet and Partnerships
we are harnessing our rich heritage
of innovation to deliver a strong, more
sustainable future, focused on growth.
Our 2024 achievements are a continuation of 2023,
building our commitment to decarbonisation through
our Maritime Transport Divsion, while we continue
to prioritise our people through safety, engagement
and innovation. Good governance and transparent
reporting will continue to underpin everything we do.
Whilst there is more to do, sustainability remains front
and centre as we aim to protect the Blue Economy for
future generations. As we navigate an ever-changing
world our commitment to a safer, more sustainable
future will continue to inspire and drive us forward.
Jean Vernet
Chief Executive Officer
38
James Fisher and Sons plc Annual Report and Accounts 2024
A sustainably driven
Company Purpose
Key highlights
Strategy
Delivered Maritime Transport
carbon reduction targets for
2024
Planning
Ordered four dual-fuel
tankers to help deliver our
decarbonisation targets
Collaborating
Implemented New Product
Development process to
deliver customer innovation
Net Zero
Scope 1 and 2 Net Zero
reduction target on track
Empowering
Increased employee
engagement score in a year
of transformation
Driving change
Optimised processes and
resources through the Lean
Business System
O
u
r
V
i
s
i
o
n
S
u
s
t
a
i
n
a
b
i
l
i
t
y
P
u
r
p
o
s
e
C
o
m
p
a
n
y
P
u
r
p
o
s
e
Harness the
Blue Economy
for future
generations
The leading
provider of unique
marine solutions
in Energy, Defence
and Maritime
Transport
To protect the
environment and create a
positive impact on society
and the economy by
integrating sustainability
considerations into our
operations
39
Strategic ReportOverview Governance Financial Statements
2024 Strategy
Highlights
Our Company Purpose is
aligned with our sustainability
agenda. Our Sustainability
Strategy comprises value-
driven activities appropriate
to our Company’s Priorities
and maturity in ESG-related
matters. These are some of
our 2024 achievements.
People
Through Exceptional Safety we are
committed to delivering an improvement
in our performance. While we
achieved mixed results in 2024, we are
implementing the right foundations of
leadership, engagement and training to
keep our people safe from harm.
We have seen our employee engagement
score increase, after implementing a
range of communications, engagement
opportunities and events. This year
we continued to inspire, retain and
attract talent by developing our reward
framework, which is expected to continue
into 2025.
Planet
2024 was a significant step forward for
the Maritime Transport Division with the
investment in four more dual-fuel tankers
ordered and due for delivery in 2026/27.
Our focus now turns to carbon reduction
pathways for Energy and Defence
Divisions, ensuring they contribute
towards our climate reduction target of
Net Zero by 2050.
Partnerships
Our key partnerships are pioneering
new ways to innovate in pursuit of our
goals. This includes programmes across
Maritime Transport to embrace digitisation
or implementing new infrastructure.
We have also started to implement a New
Product Development process (NPD) that
will ensure we invest, engineer and launch
the right customer solutions.
Finally, we are also partnering with the
supply chain to establish our Scope 3
emissions baseline that will inform
future action.
Our Sustainability Strategy Pillars
People
Planet
Partnerships
Talent Strength
Portfolio Choices,
Products & Services
Innovation
Equality, Diversity and
Inclusion (ED&I)
Resource Efficiency Customers & Suppliers
Health & Safety GHG Emissions Governance
Employee Engagement
Sustainability continued
40
James Fisher and Sons plc Annual Report and Accounts 2024
Our commitment to sustainability was guided by a materiality
assessment that informed our three Sustainability Pillars of
People, Planet and Partnerships.
People
Attract, develop and retain a high-performing workforce by providing a safe and inclusive
environment where everyone can thrive.
Talent Strength Equality, Diversity & Inclusion Health & Safety
Ensure talent is a strategic differentiator.
Attract, engage, develop, and retain our
talent and drive engagement and optimise
capabilities through key talent and
retention strategies.
Work to promote a diverse and inclusive
workplace by recruiting from our local
communities and celebrating the
uniqueness of individuals. Develop our
internal community and work to ensure
our actions promote equality, diversity and
social cohesion and enforce equal pay.
Prioritise the health and safety of our
employees, customers, suppliers and
local communities through education,
engagement, advocacy, and policy
development.
Read more on page 44 Read more on page 44 Read more on pages 44 to 45
Planet
Transform and refocus our business to ensure our impact on the environment is reduced,
and we enable our stakeholders to do the same.
Portfolio Choices, Products &
Services
Resource Efficiency Greenhouse Gas (GHG) Emissions
and Net Zero
Refocus and develop our portfolio of
products and services where appropriate,
to support the global energy transition,
with focus on sustainability, remediation
capabilities, and improving customers'
efficiency.
Adopt circular economy governed by
3Rs (Reduce, Repurpose, Recycle), and
incorporate Lean principles throughout
One James Fisher to minimise material
waste and increase energy, people and
asset efficiency.
Reduce our GHG emissions footprint by
switching to low-carbon energy and fuels
and investing in emissions abatement
initiatives to help contribute to a Net Zero
future.
Read more on page 48 Read more on page 48 Read more on pages 48 to 49
Partnerships
Leverage our deep industry expertise and track record for excellence to innovate responsibly
and deliver consistent, value-generating results for our customers and shareholders.
Innovation Customer & Supplier Engagement Governance
Leverage expertise from industry players
and Group-wide to pioneer creative
solutions to complex challenges.
Maintain our position as a trusted partner
by strengthening our customer and
supplier relationships to better understand
and resolve complex industry challenges.
Foster collaboration to drive shared
success.
Commit to openness and accountability by
living our valued behaviours. Maintain high
ethical standards with the right policies,
standards and controls, and improve
transparency of our supply chain. Work
with suppliers that align with our principles
and commit to sustainable practices
outlined in our Supplier Code of Conduct.
Read more on page 51 Read more on page 51 Read more on page 51
41
Strategic ReportOverview Governance Financial Statements
Sustainability continued
Talent Strength
Health & Safety
Equality, Diversity
& Inclusion
People
Our people are critical
to the safe, successful
operation of our
business.
United by a common purpose and
shared valued behaviours, their
pioneering spirit, integrity, energy
and resilience enable us to create
value for all our stakeholders. With
our operations spreading across the
globe, our people are geographically
dispersed and we are working
towards building an inclusive culture
which allows everyone to use their
unique skills, shine and thrive.
We have three initiatives under our
People Pillar. These are:
• Talent Strength
• Equality, Diversity and Inclusion
(ED&I)
• Health and Safety
Talent Strength
Read more on page 44
Equality, Diversity &
Inclusion (ED&I)
Read more on page 44
Health & Safety
Read more on pages 44 to 45
Established new reward
framework to attract and
retain talent
2024 Gender Pay Gap: Snapshot
Gender Split Of UK Workforce
Median hourly pay gap
Welcomed new Chief Human
Resources Officer and
Head of Talent
Increased Engagement at
James Fisher from 3.84 to
3.94/5
Relaunched the Engagement
Champions Network
First Group-wide Wellbeing
Week to promote mental
health awareness
Launched initiative
to train at least
1 in 10
employees as Mental Health
First Aiders (MHFA)
Launched
Intelex
our new global HSEQ system
80% of
employees
trained in the
James Fisher
Life-Saving
Rules
Launched first
Safety Culture
Survey with
60% response
rate
Aim for
MHFAs to
receive
training in
Suicide First
Aid (SFA)
50%
Established and delivered new
employee forums
Female
32%
Male
68%
Highlights
Engagement
survey
participation
rate
60%
80%
77%
25.0%
Read more about our highlights
on page 44
42
James Fisher and Sons plc Annual Report and Accounts 2024
Keeping people
safe
Safety continues to be
our number one priority
at James Fisher. Our
common goal is to ensure
that everyone who works
for us returns home
safely. This requires the
right safety culture, as
well as the right tools and
training.
While we have seen improved
performance in two of our
three Divisions, we still
experienced too many
Lost Time Injuries (LTIs).
To address this we held a global Safety
Stand Down to reflect, learn and discuss
what actions could have been taken
to avoid these incidents ocurring.
We have launched targeted Group-
wide safety campaigns focused on
Stop the Job, taking a two-minute
pause and observing Line of Fire
rules. These campaigns, supported
by leaders, reinforced that everyone
is empowered to champion safety.
House Rules Cards have been provided
to employees across the Group for
instant access to safety messaging.
James Fisher Life-Saving Rules are part of
compliance training and over 80 percent
of employees have now been trained.
Intelex
The launch of the new electronic health,
safety, environment and quality (HSEQ)
system Intelex for Incident Management
and Reporting including hazard
observation was a major milestone in
2024. Intelex helps to quickly identify any
issues or trends and respond effectively.
Safety Culture Survey
For the first time we launched a Safety
Culture Survey to better understand
what is working well or where we can
make improvements. Feedback on
communications around safety was
one of the most positive scores.
We are focusing on the most pressing
issues with the lowest scores.
• Relationships with customers
& contractors: we are creating an
approved contractor list to ensure
everyone who works for us has the
necessary safety training.
• Investigating incidents and sharing
learnings: we’re developing
incident training.
• Recognising good safety initiatives:
we’re exploring ways to better recognise
safe behaviours through recognition and
reward schemes.
• Ongoing training: we’re developing an
HSEQ competency framework.
• Involving office-based staff in
our safety journey: everyone can
understand the role they play in safety.
Exceptional Safety
remains a priority
for 2025 and we are
committed to providing
the leadership and
support to deliver a
marked improvement
in our baseline safety
performance.
Matt Abraham
Head of Operations
Case Study
43
Strategic ReportOverview Governance Financial Statements
Health & Safety
Safety is our number one priority and we
want to ensure everyone who works for us
returns home safely every day.
Engagement
Sustainability continued
Talent Strength
We welcomed a new Chief Human
Resources Officer and Head of Talent, who
are helping drive our five-year People
Strategy. We are proud to share some of the
progress made, recognising this remains a
long-term journey to transformation.
Equality, Diversity
& Inclusion (ED+I)
We believe that if we get inclusion right,
diversity will come. We are committed to
this by:
• Carrying out business fairly, honestly
and ethically and celebrating the
uniqueness of our people.
• Engaging the communities where we live.
• Ensuring global reach across all locations.
• Developing our understanding of being
inclusive and diverse.
Gender Diversity
Our gender diversity metrics show we
are heading in the right direction with
the percentage of female employees
increasing from 28 percent to 32 percent.
Our median gender pay gap has reduced
from 28 percent to 25 percent and we
continue to work towards equitable
compensation practices through the
initiatives in our People Plan.
Wellbeing
We remain committed to providing a safe and
healthy workplace in which our employees
can thrive. We held our first Group-wide
Wellbeing Week to promote mental health
awareness and continued our push for
recruiting Mental Health First Aiders.
We are aiming for 50 percent of those trained
to receive additional training in Suicide
First Aid.
Equality, Diversity & Inclusion
Gender diversity metrics
As at 31 December 2024
Board of Directors
1
Senior Managers
2
UK employees
Men (4)
Women (4)
female
50%
Men (611)
Women (289)
female
32%
Men (45)
Women (9)
female
17%
Gender diversity data
Men Women
Board of Directors
1
4 50% 4 50%
Senior Managers
2
45 83% 9 17%
UK employees 611 68% 289 32%
What we delivered in 2024:
Read more on page 43
• Trained over 80 percent of
employees in the James Fisher Life-
Saving Rules.
• Introduced Intelex, our new global
HSEQ (Health, Safety, Environment,
and Quality) system, and improved
the way we report and act on
incidents.
• Launched our Safety Culture Survey.
• Launched ‘Line of Fire’ ‘Two-Minute
Pause’ and our ‘House Rules’.
What we delivered in 2024:
Read more on page 45
• Your Voice, our Employee
Engagement Survey, achieved a 77
percent participation rate, with our
overall engagement score rising
from 3.84 to 3.94.
• Developed a suite of resources
including training, guides and
templates to support managers to
act on their team’s survey results.
• Held focus groups with the highest
and lowest scoring teams to
support our managers to drive
engagement locally.
What we delivered in 2024:
A new performance management
process and data system is providing
the backbone to our approach. In
2024 we launched a job levelling
programme that will build clear career
pathways, global mobility and a
market-based approach to reward.
• High potential identification: refined
processes and defined key indicators
to identify high-potential individuals.
• Top talent retention: designed and
implemented strategies and initiatives
aimed at retaining our top talent.
• Employee development: reviewed
our onboarding process, performance
management, and talent mobility to
create an environment that fosters
continuous growth. We introduced
induction through HowNow and
compliance training and incorporated
James Fisher Life-Saving Rules.
• Early careers: recruited and
developed apprentices and cadets.
1. The Chief Executive Officer and Chief Financial
Officer are members of both the Board and Executive
Committee and are counted once in the Board
category.
2. “Senior Managers” is defined in section 414C (9)
and 414C (10)(b) of the Companies Act 2006 and,
accordingly, the disclosure comprises the Executive
Committee members and the Directors of all the
subsidiaries of the Company.
44
James Fisher and Sons plc Annual Report and Accounts 2024
Engaging for
growth
Our people are at the
heart of what we do. As
we deliver the next phase
of our transformation, it
is important that we build
a working environment
where employees are
engaged and able to
deliver their best work.
Employee Engagement was one of our
five Company Priorities, recognising
that engaged employees are essential
for driving our long-term success and
delivering for our customers.
Your Voice, our Employee Engagement
Survey, achieved a 77 percent
participation rate, with our overall
engagement score rising from 3.84 to
3.94. Our engagement survey helps us to
better understand where we are meeting
employee needs and where we have
opportunities to improve.
Leaders & Managers
Our managers play a critical role in
engaging and inspiring their teams. The
survey results told us that we need to do
more to support managers to help them
confidently lead their teams.
To improve the way we inform and equip
managers, we:
• Launched a monthly managers’ briefing
pack to help them share key information
with their teams.
• Supported managers to analyse, share
and act on their survey results to show
employees their voices were heard and
actions were being taken.
• Relaunched our Engagement
Champions network to drive cultural
change and offer support to managers.
• Held offsite strategy sessions with
the Senior Leadership team to co-own
delivery plans.
Focus Groups and
Communication
2024 saw us launch focus groups and
employee forums to better understand
what matters to employees. We spoke
with employees and managers across
all levels, role types and from across all
Divisions and countries to ensure there
was a representative picture of our
global workforce.
As a result of feedback and ideas from
employees, we centred our efforts around
better informing employees on our change
programmes, establishing improved two-
way communication channels, including
all employee webinars, Divisional
townhalls, BiteSize Briefings and
leadership engagement events.
As we continue to
transform our business
for the future, people
remain central to our
success. That’s why
we’ve delivered a step
change in how we
engage, inform and
inspire our colleagues
into action - creating a
more inclusive workplace
where everyone
can thrive.
Kay Marshall
Head of Sustainability,
Communications and
Marketing
Case Study
45
Strategic ReportOverview Governance Financial Statements
Portfolio Choices,
Product & Services
Resource Efficiency
GHG Emissions
Planet
The objective of this
pillar is to integrate the
environmental impact of
our business activities
into our strategic and
investment decisions.
We have three initiatives under our
Planet Pillar. These are:
• Portfolio Choices, Products &
Services
• Resource Efficiency
• GHG Emissions
Our aim is to work collaboratively
with our customers and suppliers
to develop energy efficient and
sustainable products and services
that will support the energy
transition.
Portfolio Choices,
Products & Services
Read more on page 48
Resource Efficiency
Read more on page 48
GHG Emissions
Read more on pages 48 to 49
Sustainability continued
Confirmed investment in
4
further LNG-fuelled tankships
5.4 GW
managed on long-term
operations and maintenance
portfolio
GHG emissions (Net Zero)
On target with Net Zero
reduction pathway for Scope
1 and Scope 2
Trained
63 Green Belts
and 9 Black Belts in Lean Six Sigma
Secured major commissioning
project for Zhong Neng
windfarm in Taiwan
Graduation of
1st
Renewables Academy intake
Set up Obeya rooms
in each Product Line
Launched Lean Awards
recognising teams for
process improvements
Reduction of Scope 1 and 2
emissions against baseline
1st
international Green Belt
cohort in Brazil
Defined Scope 3 emissions
for three additional
categories
41%
Highlights
Read more about our highlights
on page 48
46
James Fisher and Sons plc Annual Report and Accounts 2024
Fuelling the future
Sunderland
Port, UK
As the world transitions
to a lower carbon
economy, traditional
marine fuels are not a
long term environmentally
sustainable solution.
As we wait for low and zero-carbon fuels
to become available at scale, we require a
fuel solution to reduce our carbon intensity
today. Liquefied Natural Gas (LNG) meets
key criteria of availability and supply
chain readiness, technology maturity and
industry experience, providing immediate
environmental benefits and making it the
leading alternative fuel option today.
Partnering for progress
Pioneering LNG bunkering
operations in the UK
As part of our commitment to
decarbonisation, we are embarking on a
groundbreaking journey to introduce LNG
bunkering operations for tankers in the
UK. The collaborative efforts, innovative
solutions and challenges we overcame to
achieve this milestone set a benchmark
for sustainable shipping.
Although LNG supply infrastructure
is established in Europe, the UK lags
behind, with no existing bunkering
facilities available to meet our needs. To
address this challenge, we led an in-depth
evaluation of bunkering options in the UK,
from barge-based delivery to trucking.
While not the end solution, trucking LNG
to ports was identified as the best interim
measure. Sunderland Port, a strategic
choice due to its ability to accommodate
our vessels while in ballast, emerged as
a key partner for our operations.
Bunkering operations
Breaking new ground
With the preparation work approaching
completion, we are aiming for the first LNG
bunkering operations to be delivered in
the first half of 2025 - the first of its kind in
the UK tanker industry. Collaborating with
Sunderland Port required extensive Health,
Safety, Environment, and Quality (HSEQ)
preparations, including rigorous procedure
reviews by the Society for Gas as a Marine
Fuel (SGMF). The effort underscored the
dedication of all involved to achieving a
safe and successful operation.
A blueprint for the future
Our pioneering work in establishing LNG
bunkering operations underscores the
power of partnerships in driving progress.
Collaborating with Sunderland Port and
other stakeholders, we demonstrated that
determination and innovation can break
new ground in sustainability.
This milestone is just the beginning. As
LNG infrastructure develops across the
UK, our operations stand as a proof of
concept, inspiring others to follow suit.
By working together, we’re not just fuelling
ships; we’re aiming to fuel the future of
sustainable shipping.
Case Study
47
Strategic ReportOverview Governance Financial Statements
Sustainability continued
GHG Emissions
James Fisher is committed to achieving
Net Zero by 2050, recognising the
transition to a lower-carbon economy will
require innovation, technological changes
and resources.
Portfolio Choices,
Products & Services
Our One James Fisher model is intended to
allow us to harness our collective strength
in order to achieve a safe, sustainable
transition to a low-carbon future.
Resource Efficiency
We focus on energy efficiency by
embedding a data-driven approach to our
operations through the implementation of
the Lean Business System. Our aim is to
ensure our resources are used effectively
and sustainably, minimising waste and
protecting the planet’s natural resources.
This involves optimising our processes,
use of resources, and maximising value for
our customers.
What we delivered in 2024:
• The Six Sigma Lean operating
system continues to be deployed
following its launch in 2023.
• Established Obeya rooms in each
Product Line which includes
Kaizen Funnels (a registry of
improvement opportunities).
• Implemented tools to improve
efficiency, reduce waste and
optimise processes including,
Value Stream Mapping, Kanban
events, Root Cause Analysis
and 5S (Sort, Set in order, Shine,
Standardise, Sustain).
• 2024 has seen further cohorts of Six
Sigma Green and Black Belt training.
We currently have 63 Green Belts
and 9 Black Belts, with the first
international Green Belt cohort
in Brazil.
What we delivered in 2024:
Maritime Transport
• Confirmed investment in four
further LNG dual-fuel vessels
that will service the North-West
Europe coastal marketplace.
Energy
• Expanded our offshore wind
renewables footprint, securing
new major construction and
commissioning contracts including
Taiwan.
• Monitored and managed over 5.4
GW on long-term operations and
maintenance portfolio.
• In 2024, became the leading global
provider of bubble curtain solutions
to the global offshore wind market.
• Continued investment in product
innovation, including more efficient
compressors for well testing and
production, with plans to develop a
fully electric compressor underway.
To further embed sustainability in
long-term investment decisions, an
Internal Carbon Pricing (ICP) pilot
was introduced in 2024. The pilot
studies form part of our phased
strategy to integrate internal carbon
pricing across the organisation. Our
intentions are to build capabilities in
incorporating ICP’s into proposal bids
and begin evaluating carbon impact
alongside our other key decision
criterium.
Our People
We provide the skills and expertise
needed to support our customers to
deliver safely and efficiently.
What we delivered in 2024:
• Pilot year of the JFR Academy
focused on high voltage safety, an
area in need of skilled personnel to
sustain the industry’s rapid rate of
growth.
• We are planning to launch
applications for the next cohort, and
recruiting an Academy Manager to
build on the progress made so far.
What we delivered in 2024:
Scope 1 and 2
The main source of the Group’s
Scope 1 emissions is shipping. The
decarbonisation strategy focuses
on operational efficiencies through
digitalisation, investigating new
technologies and low carbon fuels, as
well as ensuring compliance with the
latest decarbonisation regulation.
Through our Tankships Product Line,
we completed key pilot projects that
would reduce our carbon footprint.
• Trialled a fuel additive to blend with
Marine Gasoil with a potential of up
to 10 percent emission reduction.
Results end of Q1 2025.
• Introduced bunker software on
our existing and newbuild vessels
providing data to identify new
energy saving opportunities.
• Focused on setting the LNG bunker
supply in the UK to fuel our dual-fuel
vessel engines.
Scope 3 - Supply Chain Engagement
In collaboration with our top suppliers
across Divisions, we have taken a
step toward defining our Scope 3
emissions by establishing a baseline.
This initiative involved gathering and
analysing spend data on emissions
generated throughout our value chain,
to provide a clear understanding of our
indirect carbon footprint. The baseline
serves as a critical foundation for
setting targeted reduction goals and
prioritising impactful actions.
Net Zero
In 2022 we made a science- based
commitment to be Net Zero by 2050.
In this context, Net Zero means
reducing the Group’s Scope 1 and
Scope 2 GHG emissions to as close
to zero as possible by 2050 and
applying a residual strategy to remove
emissions.
James Fisher has
committed to achieving
Net Zero by 2050,
recognising the transition
to a lower-carbon
economy will require
innovation, technology
change and resources.
Read more on our LNG dual-fuel
case study on pages 52+53
48
James Fisher and Sons plc Annual Report and Accounts 2024
The changes in methodology detailed
in the SECR section of the report have
resulted in a restatement of previous
years’ emissions.
Combined Scope 1 and Scope 2 location-
based emissions make up 31 percent
of our 2024 GHG emissions. Scope 3
emissions are 69 percent of our 2024
footprint, as illustrated in the table
above. In 2024, we added three new
categories to our Scope 3 calculations -
purchased goods and services, capital
goods and upstream transportation &
distribution. We have used a spend-based
approach and US EPA EEIO factors.
We have used a spend-based
approach and US EPA EEIO factors.
In 2025, we are calculating the remaining
relevant Scope 3 categories to set a
complete Scope 3 baseline, which
will inform our Net Zero plans.
Energy Intensity Ratio
The energy intensity of our vessels is
measured internally, using the Carbon
Intensity Index to align with the International
Maritime Organization. Across the Group,
* New Scope 3 categories were added in 2024; therefore totals are not comparable year on year.
1. GHG Emissions data covers our updated reporting period January – December to align with financial reporting; for further details on the calculation methodology, see our SECR
statement page 121.
2. Business Travel flight emissions 2024 methodology update: to ensure consistency with the latest available emissions factors, for 2023 and 2024, the DESNZ flight emissions
factors now use an updated aviation multiplier, which considers the broader climate impact beyond CO
2
emissions; this has been reduced from 1.9 to 1.7.
% changed
compared
to 2023GHG Emissions (tCO
2
e)
1
2021 2022 2023 2024
Scope 1 and 2
Scope 1 82,807 72,975 73,638 48,584 (34%)
Scope 2 Location Based 1,843 1,555 1,247 1,010 (19%)
Total Scope 1 and 2
(Location-based) 84,650 74,530 74,885 49,594 (34%)
Scope 3
Category 1: Purchased goods and services – – – 37,242 –
Category 1: Purchased water 1 14 8 6 (25%)
Category 2: Capital goods – – 1,869 –
Category 3: Fuel and energy-related activities 19,375 17,039 17,064 10,405 (39%)
Category 4: Upstream transport & distribution – – – 10,373 –
Category 5: Waste 194 831 573 374 (35%)
Category 6: Business travel
2
3,765 6,732 9,058 8,845 (2%)
Category 7: Commuting and teleworking 290 3,095 2,420 2,416 (0.2%)
Category 8: Upstream leased assets 19,003 30,534 34,202 39,995 17%
Total Scope 3 42,628 58,245 63,325 111,525 n/a*
2024 Total Scope 1,2 and 3 161,119
we are tracking two emission-based
intensity indicators and consumption-based
intensity indicators. 2024 results are below:
• Scope 1 and 2 tCO
2
e/FTE headcount: 31.4
• Scope 1 and 2 tCO
2
e/£M revenue: 113.3
• Scope 1 and 2 MWh/£M revenue: 414.1
• Scope 1, 2 and 3 tCO
2
e/FTE headcount:
102.1
• Scope 1, 2 and tCO
2
e/£M revenue: 368.1
As a multi-sector business, using FTE
and revenue £M allows consistency and
comparability for the Group.
GHG emissions changes
Compared to our 2021 baseline, Scope 1
and 2 GHG emissions have reduced by 41
percent.
Our Scope 1 emissions vary due to the
nature of our shipping activities. We use the
operational control approach of the GHG
Protocol, to distinguish between Scope 1
for operations under our control and Scope
3 when operated by a third party. We will
introduce energy intensity ratios specific to
shipping in 2025 to simplify the analysis of
our annual carbon footprint variation.
Further Scope 1 emissions reductions stem
from the redelivery of several chartered
vessels before or during the reporting period.
The reduction in Scope 1 and 2 this year
was predominantly due to the closure of our
Subtech Europe entity in December 2023,
removing the Subtech Swordfish vessel,
which made up 16 percent of our total Scope
1 emissions in 2023.
Some Scope 1 emissions were reassigned
to Scope 3 Category 8 when vessels were
leased to third parties. This is mirrored by a
17 percent increase in Scope 3 Category 8
upstream leased assets.
We have had further emissions reductions
primarily in Scope 3 due to divestments
from RMSpumptools and Martek Marine in
2024. The divestments did not exceed our 5
percent restatement threshold for baseline
GHG emissions data.
Scope 3 fuel and energy-related emissions
have also seen a significant decrease partly
due to the overall reduction in mobile fuel
consumption in Scope 1.
For more information on our GHG footprint,
please see the TCFD Metrics and Targets
section on pages 64+65.
49
Strategic ReportOverview Governance Financial Statements
Innovation Customers &
Suppliers
Governance
Partnerships
Our culture of shared
success means that we
seek out collaborations
with customers, suppliers,
and other industry
players that align with our
values and contribute to
our shared vision for a
sustainable future.
We have three initiatives under our
Partnerships Pillar
These are
• Innovation
• Customers & Suppliers
• Governance
Innovation
Read more on page 51
Customers &
Suppliers
Read more on page 51
Governance
Read more on page 51
Sustainability continued
Trained over
170
colleagues globally in NPD Process
Launched intellectual property
incentive programme to
reward innovation
Grew the James Fisher
Engineering &
Innovation Technical
Network
Developed consistent
standards and documents
Established
Cross-divisional Supply
Chain function
Central Procurement function
for indirect goods/services
Sourcing Function in India to
support our low-cost sourcing
programme and offset
commitments
Introduced a new global
travel provider
Piloted
Commercial
Excellence
project and launched new
framework
Relaunched
Whistleblowing
Speak-Up service
Relaunched the
Document
Control Library
Reviewed and updated a
range of policies to ensure a
consistent approach
Data assurance
review delivered
Delivered
over £1 million
in external cost savings
400+
Suppliers
signed up to Code of Conduct
Employees
trained
on Anti-
Bribery and
Corruption
90%
Highlights
Read more about our highlights
on page 51
50
James Fisher and Sons plc Annual Report and Accounts 2024
Innovation
In 2024 we launched a New Product
Development (NPD) process across our
Defence and Energy Divisions, ensuring
business-critical opportunities are
supported from idea to execution.
Engineering and Innovation (E&I)
Technical Network
We continued to evolve the James
Fisher E&I Technical Network through
four quarterly sessions across Divisions,
Product Lines and geographies.
In these sessions we shared knowledge,
expertise, and explored new and emergent
technologies and industry trends to ensure
we equip our technical talent with the skills
and knowledge for the future.
Governance
We believe that ethical leadership and
effective stewardship, consistent with our
valued behaviours are essential attributes
for the Group’s success.
Customers & Suppliers
We maintain our position as a trusted
partner by strengthening our customer and
supplier relationships to better understand
and resolve complex industry challenges.
Our Customers
We are establishing a market-driven
commercially focused organisation with
the people, processes and systems in
place to provide predictable, sustainable
revenue and profitable growth.
Our Suppliers
Our suppliers are critical for sustainable
growth and long-term resilience, enabling
the Group to meet its current and ongoing
customer expectations.
What we delivered in 2024
• Delivered top-down training to
nearly 90 percent of employees
on anti-bribery and corruption,
equipping them with the knowledge
needed to uphold integrity across
James Fisher.
• Finalised the design of the wider
Group Governance framework and
three-year implementation plan.
• Made progress on implementation
of new and updated Group
policies, standards, procedures
and guidelines.
• Completed the implementation
of our new document control
framework and processes.
• Launched our central Document
Control Library.
• Enhanced and raised awareness
of our Whistleblowing Speak-
Up service.
• Designed and implemented a new
third-party risk mitigation strategy.
• Implemented new internal
approval and reporting controls
for gifts, hospitality, sponsorships
and donations.
• Launched a new Supply Chain Code
of Conduct.
What we delivered in 2024
• Created a cross-Divisional Group
Supply Chain Function.
• Established a Central Procurement
Function for indirect goods/services.
• Established a Sourcing Function
in India to support our low-
cost sourcing programme and
offset commitments.
• Developed a suite of standards
and documents to support a
consistent approach.
• Introduced a new global travel
provider for a better, safer, and more
sustainable travel experience.
• Rolled out the Supply Chain Code
of Conduct and over 400 suppliers
have signed up.
• Moved to 100 percent purchased
renewable energy for all UK Product
Lines out of contract in 2024.
• Delivered over £1m in external cost
savings.
What we delivered in 2024
• Introduced a formal stage-gate
approach to enhance decision-
making for NPD.
• Implemented an NPD procedure
to drive consistency and
effective execution.
• Invested in our people, delivering a
global training programme to upskill
more than 170 colleagues globally.
• Engaged 270 colleagues globally
on a Bitesize Briefing to provide
an overview of NPD and the 2024
pilot programme.
What we delivered in 2024
• Piloted a Commercial Excellence
project in the Energy Division,
aligning our commercial and
sales organisation with our
customer markets.
• Introduced an organisational
structure that will strengthen our
sales pipeline process and align
with our strategic objectives.
• Held our first Energy Division
Sales Conference to embed
the organisation, process and
share learning.
Karen Adams, Head of Group
Engineering and Innovation
51
Strategic ReportOverview Governance Financial Statements
Driving the change
Dual-fuel boiler
Burns LNG & MGO
Large slow-speed
propeller
Speed optimisation
system for maximum
efficiency
Rudder & propeller
integration
Reduces energy
losses from propeller
SmartShip
monitoring
Real-time
performance
tracking
Our commitment
to sustainable
shipping
Decarbonising shipping is
a multi-faceted challenge.
While the shipping industry
has committed to reach Net
Zero by 2050 and regulation
is gradually developing,
alternative fuels and
technologies remain costly
and scarce.
The EU is currently leading the way with
the introduction of Shipping in the Emission
Trading Scheme and the FuelEU Maritime
regulations designed to incentivise
emission reduction initiatives and the use
of greener grades of fuel.
Although only required for larger ships for
now, James Fisher’s Maritime Transport
Division is developing decarbonisation
strategies for its fleet of coastal tankers
focusing on improving energy efficiencies
through digitalisation and data analytics.
In 2024, this led to route optimisation, hull
cleaning and improved consumption levels.
The Division also made the key decision to
invest in four new LNG dual-fuel tankers,
designed in partnership with FKAB
Marine Design. With a cargo capacity of
6,300 cubic meters and a deadweight of
6,000 tonnes, the vessels are designed
to operate on LNG and Liquefied Bio Gas
(LBG), both of which are lower-carbon
alternatives to traditional marine fuels.
This investment in LNG dual-fuel
technology and an emissions abatement
initiative is part of a broader strategy
to modernise our fleet and meet our
decarbonisation targets over the next
twenty years. Our ongoing commitment
to sustainability is reflected in our actions,
which include sourcing low-carbon fuels,
integrating energy-efficient technologies
and continuously improving our operational
processes.
52
James Fisher and Sons plc Annual Report and Accounts 2024
Large LNG storage tank
Improved EEDI rating
(11.27 vs. 16.44 for phase 3
requirement)
Shore power
compatibility
Future provision
for shore power
Variable frequency
drives
Speed optimised
pumps & fans
Main engine
generates electrical
power in port
Reduces import
carbon emissions
Long-term commitment
to fleet decarbonisation
Case Study
Highlights
Cleaner, fl exible propulsion
LNG Dual-Fuel
Propulsion technology
Energy-effi cient illumination
100%
LED Lighting
High effi ciency and low
emissions
Wärtsilä
25DF Engine
Recovers energy, boosting
effi ciency
Waste heat
recovery
Reduced drag & fuel
consumption
Optimised
hull design
53
Strategic ReportOverview Governance Financial Statements
TCFD disclosures
James Fisher and Sons plc (the Company)
and its group of companies (the Group)
has prepared its 2024 climate-related
disclosures in accordance with UK Listing
Rule 6.6.6(8) and in compliance with
section 414CB of the UK Companies
Act 2006 (the Companies Act).
The Group considers its climate-
related disclosures set out below to be
consistent with the 11 recommended
disclosures of the Task Force on Climate-
related Financial Disclosures (TCFD).
Achieving our emissions target
remains a key strategic priority for
James Fisher. This year, the Group
has evolved its understanding of its
climate-related impacts, and ways
in which the business can account
for climate in business decisions.
This has included the expansion of our
Scope 3 footprint, as well as progressing
with an internal carbon pricing (ICP)
strategy. These activities help to build
upon the Group’s understanding of its
full value chain footprint and appraising
decarbonisation opportunities.
This year we increased the proportion
of primary data for Scope 1 and 2
calculations and included three new
Scope 3 categories (purchased goods
and services, capital goods and upstream
transportation and distribution). This
means we can better understand and
reduce emissions across the value chain.
In 2025, we aim to further enhance
the integrity and analysis of our data
to uncover additional opportunities for
improving energy efficiency. Alongside
this, we intend to continue developing
our supplier engagement strategy
and further a specific decarbonisation
trajectory for our Divisions that could
support the broader energy transition.
In 2024, we also began the development
of our internal carbon pricing (ICP)
strategy which has been supported by the
Executive Committee. Whilst the Group
is not currently subject to any carbon-
pricing mechanisms, we recognise that the
application of an internal carbon price in
decision-making can help to direct capital
towards climate mitigation and adaptation.
In 2025, we intend to roll out pilot studies
across different business functions
with the aim of gradually increasing
the use of ICP across the business.
TCFD recommended disclosures
Governance.
Disclose the organisation’s
governance around
climate-related risks and
opportunities.
a) Describe the Board’s oversight of climate-related risks and opportunities.
Status: Disclosed.
Page 55
b) Describe managements role in assessing and managig climate-related risks and opportunites.
Status: Disclosed.
Pages 55 to 56
Strategy
Disclose the actual and
potential impacts of
climate-related risks
and opportunities on the
organisation’s businesses,
strategy, and financial
planning where such
information is material.
a) Describe the climate-related risks and opportunities the organisation has identified over the short,
medium and long term.
Status: Disclosed.
Page 58
b) Describe the impact of climate-related risks and opportunities on the organisation’s businesses,
strategy, and financial planning.
Status: Disclosed.
Pages 58 to 63
c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-
related scenarios, including a 2°C or lower scenario.
Status: Disclosed.
Page 62
Risk
Management
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks.
a) Describe the organisation’s processes for identifying and assessing climate-related risks.
Status: Disclosed.
Page 63
b) Describe the organisation’s processes for managing climate-related risks.
Status: Disclosed.
Page 63
c) Describe how processes for identifying, assessing, and managing climate-related risks are
integrated into the organisation’s overall risk management.
Status: Disclosed.
Page 63
Metrics and
Targets
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material.
a) Disclose the metrics used by the organisation to assess climate-related risks and opportunities in
line with its strategy and risk management process.
Status: Disclosed.
Pages 64 to 65
b) Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas (GHG) emissions and the
related risks.
Status: Scope 1 and Scope 2 emissions disclosed. Scope 3 emissions categories 1- 8 are
disclosed. The remaining material categories are being reviewed in 2025.
Pages 66 to 67
c) Describe the targets used by the organisation to manage climate-related risks and opportunities
and performance against targets.
Status: Scope 1 and Scope 2 climate targets disclosed. Scope 3 targets are in process and are
intended to be set once the Group fully understands its Scope 3 footprint, which is expected to be
end of 2025.
Pages 64 to 65, 67
Sustainability continued
54
James Fisher and Sons plc Annual Report and Accounts 2024
Governance
The Sustainability governance structure
has been strategically aligned with
Group governance to promote integration
and facilitate communication on
sustainability and climate-related issues.
In practice, climate considerations
are included in the following ways:
• The Board is involved in sustainability-
related matters through direct
updates on the performance
against the Group’s strategy.
• Product Line teams are engaging
through stakeholder steering teams
focused on driving accountability and
alignment with Group objectives.
• Implementing a Group-wide feedback
cycle of regular sustainability
monitoring and reporting to enable
continual improvement.
Board oversight of climate-
related risks and opportunities.
The Board is ultimately responsible for
the Company’s climate change strategy
and monitors progress toward achieving
climate-related targets. Climate-related
risks and opportunities are considered
as part of the Board’s strategic decision-
making, including setting the Group’s
direction, evaluating major investments,
and approving capital expenditure.
Implementation of the climate strategy,
including the management of associated
risks and opportunities, is delegated to the
CEO. The Board is also informed through
Executive-level and management-level
updates on the Sustainability Strategy.
This includes an annual review of progress
on the strategy, incorporating updates on
progress against the Group’s goals and
targets for addressing climate-related
issues, and reviewing and approving these
climate-related disclosures as part of the
wider annual report approval process.
For example, a topic raised during 2024,
through our Executive Committee and
due for Board review in 2025, concerns
our internal carbon pricing process.
To embed sustainability into core business
processes, the Board is overseeing the
integration of ESG criteria into the Group’s
broader decision-making framework.
This initiative focuses on incorporating
GHG emissions, energy efficiency,
and broader sustainability impacts
into evaluations of capital expenditure,
acquisitions, and divestitures.
Executive and management’s
role in assessing and
managing climate-related
risks and opportunities
There are various governance structures
in the organisation including the Executive-
level management committees such as
the Executive Risk Committee and the
Sustainability Committee, that support
the management of the Sustainability
Strategy. In addition, there are several
Group Support Functional Leads that have
management responsibility for the strategy.
Executive Committee
The Executive Committee meets monthly,
is chaired by the CEO and includes the
Chief Financial Officer, Divisional Heads,
and other senior leaders. It is responsible
for daily Group operations and supporting
Executive Directors in their Board-
delegated authority. Effective January
2024, the Chief Technology Officer joined
as an additional member of the Committee.
Executive Risk Committee
The Executive Risk Committee meets bi-
annually to monitor the Group’s principal
risks, including climate change. The
Risk Committee is made up of Executive
Directors and the heads of functional
teams. Responsibility for identifying,
assessing and monitoring climate-related
risks principally sits with the Executive
Risk Committee, but it is the responsibility
of each functional head to provide a
report that identifies any matters in
their functional area which relate to the
Group’s principal risks and uncertainties,
or individual Divisions’ risk registers
(including climate-related matters).
Committee meetings are reported to the
Board via the Executive Directors and
any key issues raised are discussed at
meetings of the Board. The Committee
reviews the following matters twice a year:
• Effectiveness of the Group’s risk
management framework.
• Risk appetite recommendations.
• Emerging and principal risks
across Divisions and Functions,
including climate-related risks.
The Risk Committee also ensures that
a robust assessment of the principal
and emerging risks facing the Group
has been undertaken annually.
Executive Sustainability
Committee
The Sustainability Committee, a
sub-committee of the Executive
Committee, supports the CEO in
shaping and recommending the Group’s
Sustainability Strategy to the Board.
The Sustainability Committee is tasked
with developing and implementing
the Group’s Sustainability Strategy,
including its climate-related components,
with input from local management.
The Sustainability Committee drives
the Group’s Sustainability Strategy
and Roadmap, aligning governance,
risk management, and operations.
Key aspects include:
• Setting and recommending to the
Board, via the CEO, the Group’s
Sustainability Strategy.
• Stakeholder engagement through
Divisional steering teams to ensure
ESG-related accountability.
• Regular sustainability monitoring and
reporting to support improvement
Internal Audit Function
The Group’s Internal Audit function,
outsourced to PricewaterhouseCoopers
(PwC LLP), has key responsibilities,
namely conducting audit assurance across
operational, compliance, financial, and
climate-related risks. The annual Internal
Audit Plan is risk-assessed, reviewed,
and approved by the Audit and Risk
Committee. PwC reports audit findings,
recommendations, and implementation
progress at all scheduled Audit Committee
meetings. An Internal Controls Function
was established in 2022, led by external
advisers BDO LLP. This function implements
the annual risk evaluation process and the
internal control and risk management review
questionnaire process with the individual
Product Lines. Within this review, climate
risks and opportunities are considered as an
integrated part of the procedure.
Group Support Functions
The Group’s Support Functions support
the Product lines and Divisions. Each
functional team reports to or is led by
a member of the Executive Committee.
the Board retains an oversight role and
receives regular reports on key issues
from the following functional areas:
• Strategy and sustainability
matters, including climate
strategy risks and commitments,
from the Head of Sustainability,
Communications and Marketing.
• Legal and regulatory matters from
the Group General Counsel.
• Financial, tax and treasury matters
from the Chief Financial Officer.
• People and Human Resources (HR)
matters from the Chief HR Officer.
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Strategic ReportOverview Governance Financial Statements
Group Divisions
Divisions and Product Lines, are
responsible for managing their risk
registers, including climate-related
risks, and reporting on sustainability
matters through Group Committees and
reporting cycles, with recommendations
for risk management improvements.
They regularly report principal and
emerging risks, along with mitigation
activities, to the Risk Committee.
Reporting structures, illustrated in the
table below, ensure climate-related risks
and opportunities are communicated to
the Board, stakeholders and committees,
supporting effective management.
Incentives and Executive
Leadership
The Group has tied Executive
remuneration to sustainability objectives
since 2022, ensuring alignment with
stakeholder interests and progress
on climate-related initiatives.
For 2024, the Remuneration Committee
has introduced a performance condition
within the Long-Term Incentive Plan (LTIP)
tied to the Group’s ambition to transition
to Net Zero by 2050. Specifically, the
payout of this LTIP element will depend on
achieving targets for absolute reductions
in Scope 1 and Scope 2 greenhouse
gas (GHG) emissions over the three
financial years from 2024 to 2026.
Following shareholder engagement
on the Remuneration Policy and its
implementation for 2024, the strategic
element (which includes this sustainability
metric) has been weighted at 20 percent
as the maximum opportunity for each
participant, with the sustainability metric
comprising one-third of this weight.
Threshold performance, below which
the sustainability element will lapse
entirely, has been set at an 18 percent
reduction in Scope 1 and Scope 2 GHG
emissions compared to the 2021 baseline.
At the threshold level, 25 percent
of this element will pay out, with
payouts increasing on a straight-line
basis to 100 percent for achieving
at least a 21 percent reduction.
The weighting and targets for this metric
will be reviewed in future cycles to
ensure they are appropriately balanced
with other key performance indicators
and remain effective in driving the
behaviours necessary to deliver the
Group’s sustainability ambitions.
Incentives are being reviewed to
strengthen ESG-related metrics across
operational levels, supported by the
newly appointed Group Head of Reward.
Board Level
Audit and Risk Committee
Monitors effectiveness of the Company’s
risk management controls and the
TCFD disclosures.
Remuneration Committee
Aligns the management incentives to the
ESG strategy.
Nomination Committee
In reviewing Board composition, it ensures
that the Board includes ESG experience and
expertise.
Executive Level
Executive Committee
Reviews sustainability-related material
and periodically discusses climate-related
issues.
Executive Risk Committee
Reviews climate-related risks as part of its
overall risks remit.
Executive Sustainability Committee
Meets to monitor and report all climate-
related risks and opportunities.
Management Level
Overview of our Governance Framework for Climate-Related Matters
The following structures hold key climate-related responsibilities and form part of the communication channels to inform the Board,
stakeholders and committees on climate risks:
Internal Audit Function
Conducts audit oversight for climate
related risks.
Group Support Functions
Supports the Group Product Line. Each
functional team reports to or is led by a
members of the executive committee
Group Divisions
All manage their own risk register and
report on principal; risks and mitigating
activities to the Risk Committee.
Sustainability continued
56
James Fisher and Sons plc Annual Report and Accounts 2024
Strategy
Our approach to strengthening
climate resilience
The Group recognises the critical
importance of addressing the global
climate crisis and is committed to playing
its part in the transition to a low-carbon
economy. We view climate change as
a central consideration in our strategic
planning and decision-making processes.
To better understand how the Group may
be impacted by climate-related risks and
opportunities, in 2022 we undertook a
comprehensive climate scenario analysis.
Conducted in partnership with SLR
Consulting, a leading external specialist,
this analysis has assessed the potential
impacts of varying climate scenarios
across different time horizons. The
insights gained have been instrumental in
enhancing our understanding of climate-
related challenges and opportunities,
enabling us to strengthen the Group’s
resilience to climate change.
One example of how we are translating
this understanding into action is the
implementation of an ICP strategy. This
approach reflects our commitment to
embedding climate considerations into
our operations and ensuring alignment
with our long-term sustainability goals.
Looking ahead, we intend to refresh our
qualitative and quantitative scenario
analyses in 2025, aligning with UK
guidance on the frequency of such
assessments. This re-assessment
is expected to build on our previous
work, with a view to ensuring that
the Group remains well prepared to
navigate the financial and operational
challenges posed by climate change.
Climate Scenario Analysis Process
Comprehensive Assessment Approach
Our scenario analysis followed a dual-
phased approach, comprising qualitative
and quantitative evaluations:
1. Qualitative Assessment:
ୡ Identified climate-related risks and
opportunities were evaluated across
three time horizons and three climate
scenarios. (See pages 59-61)
ୡ Scoring was informed by data
sets, desk-based research, and
interactive sessions with Group
Executives and Division Leaders.
2. Quantitative Assessment:
ୡ The focus was on modelling the
financial impact of key value drivers
and impact pathways related
to the most significant climate-
related risks and opportunities.
ୡ Projections were made for how
changes in these value drivers would
affect the Group’s performance
under different climate scenarios.
Outcomes and Integration
The results of this process were shared
with the Board and key stakeholders
across the Group. The insights
derived are being actively used to:
• Inform climate-related target setting:
The Group currently has climate targets
that are aligned with SBTi criteria.
However, we are monitoring emerging
climate regulation that may change
the suitability of another target-
setting framework, such as the IMO.
• Develop metrics to monitor material
risks and track performance: James
Fisher monitors its climate performance
through several specific metrics. A
recent additional metric that aligns with
an emerging opportunity is the revenue
association with low-carbon services.
• Guide strategic decision-making
processes: Using the climate
assessment to engage with Divisions,
and by translating the effects of
climate change into financial terms,
James Fisher is better positioned
to make informed decisions that
could affect climate resilience.
Qualitative Scenario
Analysis Process
Our qualitative scenario analysis
was conducted using a structured
and methodical approach:
1. Initial Risk and Opportunity
Identification:
ୡ Peer reviews, desk research,
and interviews with Divisional
teams were used to identify a
comprehensive list of climate-
related risks and opportunities.
ୡ Initial sensitivity and adaptive capacity
scores were assigned to these risks
based on preliminary findings.
2. Stakeholder Engagement:
ୡ Workshops and surveys with
Executives and Division Leads refined
the risk and opportunity list and
validated sensitivity and adaptive
capacity scores across Divisions.
3. Vulnerability Assessment:
ୡ Building on the refined shortlist
of climate risks and opportunities,
exposure, sensitivity, and
adaptive capacity data informed
a vulnerability score for each
identified risk and opportunity.
4. Likelihood and Magnitude Scoring:
ୡ Likelihood and magnitude were
assessed over three time horizons
and three climate scenarios using data
from globally recognised sources,
including the NGFS (Network for
Greening the Financial System)
Scenario Explorer. See page 58 for
more details. See website
www.ngfs.net/ngfs-scenarios-portal/
data-resources/.
5. Risk and Opportunity Prioritisation:
ୡ Risks and opportunities were
ranked based on aggregated
scores for likelihood, magnitude,
and vulnerability. This ranking
informed strategic priorities
and mitigation efforts.
The findings, detailed on pages 59-61,
categorise risks aligned with the Task
Force on Climate-related Financial
Disclosures (TCFD) framework, including
physical (acute and chronic), policy and
legal, market, technology, and reputational
risks. Each category encompasses specific
risk drivers with potential impacts on the
Group. For additional details on our risk
scoring methodology, please refer to the
Risk Management section on page 70.
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Strategic ReportOverview Governance Financial Statements
Timeframes and Climate Scenarios
James Fisher’s climate scenario
analysis is aligned with its risk
management framework and
long-term strategic planning:
• Short term: 0–1 year
• Medium term: 1–5 years
• Long term: Over 5 years (up to 2050)
These timeframes ensure consistency
in integrating findings into broader
business strategies. Notably, the
long-term horizon extends to 2050,
recognising the increasing relevance
of climate risks over time.
To ensure our assessment was
comprehensive and provided insights
into different climate eventualities, the
analysis utilised scenarios from reputable
sources, including the NGFS, IPCC WGI
Interactive Atlas, and the World Bank
Climate Change Knowledge Portal.
Each scenario reflects varying levels of
projected global warming, enabling the
Group to evaluate a wide range of potential
outcomes and prepare accordingly
Interpreting the results
The analysis employs a colour-coded
risk scoring system (ranging from ‘low’
to ‘very high’) to represent the most
significant risks within each category.
Our risk scoring framework is depicted
on the following page with details of our
scoring methodology. These scores evolve
across various time horizons and climate
scenarios, offering a directional view of
expected risk impacts. These scores are
depicted as a matrix for each risk category.
The qualitative scenario analysis
conducted in 2022 remains relevant.
Consequently, both the results of the
analysis and the Group’s risk position
remain stable. However, we intend to
refresh our qualitative and quantitative
scenario analysis during 2025. The
Group’s decision to invest in four more
new LNG dual-fuel tankers demonstrates
our commitment to aligning strategic
planning with climate considerations
to inform decision-making. For more
information on this, please see the
Driving the Change section, pages 52-53.
Additionally, further examples of how key
climate risks and opportunities are being
managed are included on page 63.
The NGFS climate projections used are derived from the following representative
scenarios:
Scenario name Orderly
Transition
Disorderly
Transition
Hot House
World
Description
Net Zero 2050
limits global
warming to 1.5°C
through stringent
climate policies
and innovation,
reaching global
Net Zero CO2
emissions
around 2050.
Delayed transition
assumes annual
emissions do not
decrease until
2030. Strong
policies are
needed to limit
warming to below
2°C. Negative
emissions are
limited.
Current policies
assume that
only current
implemented
policies are
preserved,
leading to high
physical risks.
Temperature
rise by 2100 1.4-1.6°C 1.7-1.8°C 2.9°C+
Note: totals may not add up due to rounding.
Risk Score (1-100)
Vulnerability Likelihood
Probability of occurring
Magnitude
Size of impact
Varies over time horizon and climate scenario
Adaptive Capacity
Ability to adjust or respond
Sensitivity
Degree to which processes could be affected
Exposure
Presence of processes that could be affected
Hazard
Risk scoring approach
Risks and opportunities are scored:
Across three scenarios: Orderly Transition, Disorderly Transition and Hot House
World scenarios (NGFS)
Over three time horizons: Short term, medium term and long term
Sustainability continued
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James Fisher and Sons plc Annual Report and Accounts 2024
Risk Score (1-100)
Vulnerability Likelihood
Probability of occurring
Magnitude
Size of impact
Varies over time horizon and climate scenario
Adaptive Capacity
Ability to adjust or respond
Sensitivity
Degree to which processes could be affected
Exposure
Presence of processes that could be affected
Hazard
Physical (acute & chronic)
Context Significant Risks Group Risk
Marine and coastal operations are globally distributed (e.g.
North Sea, Mediterranean, Middle East, Caribbean, Indian
Ocean, and Eastern Pacific) and physical climate-related
hazards will vary by location (e.g. tropical, and extratropical
storms, sea-level rise and storm surges, wave climate, and
heat stress).
Whilst we have not experienced any climate-related incidents
to date, in the medium to long-term timeframes (one to five+
years), the frequency and severity of climate hazards may
change this. Additionally, there may be opportunities for James
Fisher to become a specialist in providing operations and
services in extreme conditions.
• Extreme weather events impacting
marine and coastal operations.
• Climate-related hazards impacting
facilities and offices.
• Supply chain disruption from
climate-related hazards delaying
service provision.
• Changing wind speed and
storm conditions increasing
risk exposure.
• Changing length and/or severity
of seasons impacting operations
and service provision.
Short term (<1)
Med term (1-5)
Long term (>5)
Orderly
Disorderly
Hot House
Response options and opportunities
• Undertaking location and operation-specific physical climate risk assessments and developing suitable bespoke
response measures.
• Extreme weather protocols are maintained and regularly updated by the Maritime Transport Division, helping to ensure continued
safe operation in changing climates. James Fisher aims to continue developing next generation health and safety protocols and
specialising in providing operations and services under extreme climate conditions.
• Using bunker software to track relationship between increased climate hazards and time spent sheltering in ports for James
Fisher vessels.
• Extending provision of maintenance and repair services to accommodate increasing client demand as a result of asset damage due
to the manifestation of physical climate risks.
Policy and legal
Context Significant Risks Group Risk
Sustainability and climate-related regulations are increasingly
shaping our markets, with further legislation anticipated.
This presents potential risks, including stricter compliance
requirements, higher costs and increased litigation.
Carbon pricing mechanisms could include more sectors and
geographies. The expansion of the UK’s Emissions Trading
Scheme from 2026 to domestic shipping has been assessed,
with minimal risk identified.
We expect these risks to materialise over the medium to long
term, but there may be benefits to proactive compliance.
• Regulatory pressure on
carbon-intensive industries
increasing costs.
• Carbon prices increasing
direct costs.
• Revoking of permits for failing to
meet standards reducing revenue.
• Litigation, if environmental
regulations are breached,
impacting brand and adding
costs.
Short term (<1)
Med term (1-5)
Long term (>5)
Orderly
Disorderly
Hot House
Response options and opportunities
• The Sustainability Committee monitors regulatory changes and is driving progress on climate transition planning. Maritime
Transport Division ensures shipping-related updates are communicated to maintain compliance.
• Providing responsible stewardship of oil and gas service provision and maintaining climate-responsible oil and gas service lines.
• Tracking metrics for renewables revenue streams versus other areas. Increasing revenue from low-carbon aligned activities and
reviewing revenue targets for direct involvement in carbon-intensive activities.
• Delivering the Sustainability Strategy and investing in energy transition capabilities and technologies.
• Reducing emissions across the Group and achieving Net Zero status by 2050.
• Setting Scope 3 baseline and strengthening supplier relationships to enable future reductions.
• Introduction of Internal Carbon Pricing to put a financial value on GHG emissions to drive positive change.
Key
Low Moderate High Very High
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Strategic ReportOverview Governance Financial Statements
Technology
Context Significant Risks Group Risk
Advancements in renewable energy technologies are
accelerating the growth of renewables. The Group recognises
the need for engagement in the energy transition to capitalise
on opportunities. These depend on the extent of global action
on climate change, and the Group’s ability to adapt.
Early adopters of renewable and low-carbon technologies are
likely to benefit from enhanced access to capital, cost-saving
efficiencies, and revenue growth. Maintaining agility will be
critical to remaining competitive.
• Renewable/green energy
technologies becoming more
competitive, decreasing demand
for and revenue from traditional
technologies.
• Competitors gaining market
share.
• Missed opportunities from
delayed investment into low-
carbon technologies.
Short term (<1)
Med term (1-5)
Long term (>5)
Orderly
Disorderly
Hot House
Response options and opportunities
• Continuing growth and expansion of Renewables (JFR) and associated service lines e.g. such as implementing cutting-edge (DAS
and DTS*) to reduce the number of vessels undertaking routine subsea surveys.
• Exploring partnerships with low-carbon technology providers.
• Introducing Lifecycle analysis as part of product research and development to reduce indirect emissions.
• Adopting green energy technologies for reducing costs, increasing efficiencies and safeguarding.
• Capitalising on environment-related internal initiatives and rolling out best practice.
• Chief Technology Officer to integrate sustainability into our New Product Development process.
Key
Low Moderate High Very High
Market
Context Significant Risks Group Risk
Divisions face varying degrees of exposure to market-related
transition risks and respond to macroeconomic factors such as
fluctuations in oil and gas prices, supply, and demand. These
have the potential to play a disruptive role over the medium
to long term.
The Group’s sensitivity to these risks varies across Product
Lines, reflecting differences in value chain positioning.
Transitioning fossil fuel markets, such as declining oil reliance
alongside growing natural gas demand, may create favourable
conditions, while reduced oil and gas investment could
pose challenges. Such shifts also open new opportunities in
remediation services and renewable energy markets, where
rapid growth presents significant potential.
• Energy and fuel price volatility
increasing operational costs.
• Sensitivity to oil and gas
markets and impact on demand
and revenue.
• Uncertainty surrounding evolution
of global energy mix, potential for
high capital costs.
• Changes in customer behaviour
demanding climate-engaged
service providers, leading to
reduced market share and
lower revenue.
Short term (<1)
Med term (1-5)
Long term (>5)
Orderly
Disorderly
Hot House
Response options and opportunities
• Enhancing business segments in new and growing market opportunities, such as renewables service lines, and meeting the
growing demand for chemical cargo carriers.
• Growing maintenance and repair service lines for assets that will experience damage under climate change.
• Diversifying operations and services to avoid reliance on, and over-exposure to, volatile markets.
• Collaborating with partners in emerging markets to safely secure increased market share by providing unique specialised
services (e.g. partnering with onshore and offshore wind turbine developers set to benefit from increasing public commitment to
renewables growth).
Sustainability continued
60
James Fisher and Sons plc Annual Report and Accounts 2024
Reputation
Context Significant Risks Group Risk
Customers and investors are increasingly prioritising
companies that demonstrate robust sustainability and climate-
related strategies aligned with national and international
standards. This growing emphasis is expected to influence
the Group over the medium to long term (one to five+ years),
as stakeholders continue to elevate their expectations for
corporate environmental responsibility.
Reputation risks may arise if the Group’s climate strategies
are perceived as insufficiently ambitious or misaligned with
evolving stakeholder demands. Conversely, maintaining a
positive brand reputation, supported by transparent and
realistic sustainability initiatives, strengthens the Group’s
position in competitive tenders and aligns with broader
market trends.
• Decreased competitiveness from
weak sustainability and climate-
related credentials leading to
reduced market share.
• Negative perceptions of
involvement with carbon and
energy-intensive industries
leading to a downturn in investor
interest and decreased market
share and access to capital.
Short term (<1)
Med term (1-5)
Long term (>5)
Orderly
Disorderly
Hot House
Response options and opportunities
• Aligning sustainability and climate reporting with international disclosure standards such as the SECR, SFDR, EU Taxonomy, SBTi,
IFRS, TPT and TCFD.
• Publishing ambitious and realistic climate targets, such as Group-wide emissions reduction targets, and committing to regular
progress reporting.
• Demonstrating that James Fisher is a sustainable business with a vision of moving toward a low-carbon future by preparing the
Group’s Climate Transition Plan.
Products and
Services
• Increasing demand for services resulting from negative impacts of climate change.
• New service opportunities from low-carbon transitions and low-carbon infrastructure. For example,
in 2023 we began using LCA to understand product emissions with the aim of avoiding emissions to
guide product development and support industry-wide transition to a low-carbon economy.
• New revenue stream from emerging technologies.
• Regulatory pressure increasing demand for emissions reduction services.
Markets
• Growth of renewable and green technologies.
• Changing physical climate conditions growing market size.
Energy
• Energy use reduction strategies and rolling out best practice. For example: responsible procurement
practices such as progressing to 100 percent renewable purchased energy across UK Product Lines,
investing in energy-efficient Company vehicles, and instilling a culture of making good decisions in
our day-to-day behaviours, for example installing signage around our offices/sub-stations, reminding
staff to turn off lights and equipment when not in use.
Resource Efficiency
• Capitalising on more circular business models to improve product and resource efficiency. For
example, Lean principles and tooling are in place across 100 percent of our Product Lines and we have
63 trained Six Sigma Green Belts and 9 Black Belts all working toward sustainable change.
• Adopting new technologies and digital approaches to gain efficiencies. For example, through the
application of our core technology there is significant opportunity to reduce travel to/from assets, and
comprehensive monitoring systems will help identify operational efficiency opportunities.
• Reviewing and maximising vessel utilisation efficiencies. For example, use of bunker software which
produces optimum speed based on ‘coach data’ and use of fuel enhancer - a biofuel-based additive
that can be mixed directly with fossil fuels to reduce fuel consumption and emissions. Trials to validate
the reduction opportunity are due to begin.
Resilience
• Extending carbon reduction strategies across the Group.
• Extending the scope of the Environment Forum, promoting peer learning and inclusivity.
• Establishing recognised sustainability and climate credentials.
• Reviewing and diversifying supply chain providers, ensuring business continuity. This work is
currently underway with our Head of Group Supply Chain.
Climate-related opportunities
Key
Low Moderate High Very High
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Strategic ReportOverview Governance Financial Statements
Quantitative Scenario Analysis
Building on the qualitative assessment,
the Group also undertook a quantitative
analysis of selected climate-related
risks and opportunities to estimate the
financial implications of climate change.
The purpose of this assessment was
to understand how climate-related
influences (the value driver behind the
risk or opportunity) may impact future
revenues and costs, using assumptions
about climate and macroeconomic
conditions from defined climate scenarios.
This inaugural assessment helped to better
understand our environmental risks and
impacts, but through further engagement
has highlighted the importance of ensuring
that the data and methodologies used
are robust and are grounded in the
context of our business. In addition to the
Group’s increasing maturity on climate
awareness, we are also aware of more
developed data sets that have emerged.
As such, we are prioritising reconducting
a quantitative climate scenario analysis
next year and will leverage this data
alongside engagement with Divisions to
ensure the results are meaningful and
can be integrated into financial planning.
Climate resilience
assessment outcome
The future holds a range of potential
outcomes that could impact our business
in various ways. For instance, in scenarios
with lower warming, regulatory changes
and energy price stability will be primary
concerns. Conversely, in higher warming
scenarios, our vulnerability to service
disruptions from physical climate
hazards will increase. By assessing
a broad spectrum of indicators, we
ensure that our outcomes encompass
the full range of potential impacts.
We intend to refresh our qualitative
and quantitative scenario analysis
every three years to incorporate up-
to-date climate scenario data. Based
on our current scenario analysis, the
Group considers itself resilient to the
risks posed by climate change.
As a company, we are equipped to support
both Orderly and Disorderly transition
scenarios through our services, which
include fostering the growth of the
renewable energy sector (e.g. offshore
wind power), responsibly decommissioning
redundant oil and gas assets, and
maintaining and repairing assets exposed
to extreme climate conditions.
Our existing operations and safety controls
position us to withstand significant
disruptions from physical climate hazards,
and we are expected to remain resilient
even in a Hot House World scenario
where physical risks are most severe.
Embedding climate considerations
into business, strategic and
financial planning
James Fisher is in the process of
integrating climate further into its
budgetary and strategic planning,
using insights from the climate scenario
analysis. This is an important step
as it helps direct capital towards
climate mitigation and adaptation.
The Group recognises the growing
strategic importance of aligning climate
considerations with long-term business
planning. In the shipping industry,
regulatory developments such as the
International Maritime Organization’s
(IMO) Revised GHG Reduction Strategy
(MEPC80/2023), alongside regional
measures from the European Union
and the UK, are accelerating the
push towards decarbonisation.
Anticipating these shifts, James Fisher has
proactively sought to position itself within
more sustainably orientated markets. We
have invested in four more LNG dual-fuel
IMO II tankers and are actively exploring
investment opportunities in LNG bunker
operations. These initiatives are designed
to meet the increasing demand for
lower-carbon services, such as chemical
transport. For more information, see the
‘Fuelling the Future’ section, page 47
As part of our ongoing efforts to
enhance decision-making processes and
integrate innovative practices, James
Fisher is exploring new methodologies
to improve our operations by exploring
the introduction of an ICP strategy. The
Group is taking a phased approach
by testing the potential application in
pilot studies for the Maritime Transport
Division. As part of this initiative, we are
testing what a suitable price would be to
help manage risk as well as incentivise
decarbonisation investment within project
proposals. As a next step we will assess
opportunities to review this across the
business and roll out more widely.
Next steps to further
integrate climate
As we continue to evolve our strategy,
James Fisher is committed to building on
the insights gained from this analysis:
• We intend to refresh our scenario analyses
in 2025, ensuring our understanding of
risks and opportunities remains current.
• Transition planning is a growing
component of the Group’s Climate
Strategy. Following a gap analysis
conducted against the Transition Plan
Taskforce (TPT) guidelines, the Group is
considering its climate transition planning.
The results of this analysis are expected
to shape strategic initiatives throughout
2025. By continuing to assess and address
climate-related risks and opportunities,
James Fisher remains committed to
fostering resilience, seizing growth
opportunities, and supporting the global
transition to a low-carbon economy.
• We aim to use insights to inform a more
detailed decarbonisation roadmap for
the Group in 2025. The purpose is to
help guide decision-making, inform
financial planning, and contribute to
achieving our sustainability targets.
Sustainability continued
62
James Fisher and Sons plc Annual Report and Accounts 2024
Climate Risk Identification,
Assessment, and
Management
Identification and
assessment framework
Climate change risk management is
incorporated into Group-wide risk
processes as opposed to being identified,
assessed and managed as part of a
separate, climate-specific process.
The Group’s internal control and risk
management framework comprises a
structured system of policies, procedures,
and organisational processes designed
to align risk exposure, including
climate-related risks, with the Group’s
strategic objectives and risk appetite.
Climate Scenario Analysis
Methodology
Qualitative climate scenario analysis
(see page 57) is a key component of our
overall risk management framework.
The outcomes supplement the Group’s
understanding of climate issues, whilst
the granular insights inform the relative
significance of climate-related risks and
emerging impacts, test sensitivities and
refine strategies to strengthen long-term
resilience, our overall position in relation
to climate is stable. In 2025, we intend
to incorporate quantitative insights into
our assessment and that will feed into
the financial decision-making process.
Implementing management
measures and controls
The Group risk management processes
are aligned in the same period as its
strategic review. This means business
risks, including climate-related risks and
opportunities, are integrated into the
Group’s strategy discussions and operating
processes. As part of this process each
Division reviews and presents a five-
year strategic outlook to the Board.
The Group’s decision to invest in four
new LNG dual-fuel tankers demonstrates
our commitment to align strategic
planning with climate considerations
to inform decision-making. For more
information on this, please see the Driving
the Change section, pages 52 to 53
Additionally, further examples of how key
climate risks and opportunities are being
managed are included on pages 46 to 47.
required actions in the short to long term
to mitigate and adapt.
The risk-scoring methodology considers
vulnerability, which is a function of
exposure (an evaluation of the presence
of operations in vulnerable settings),
sensitivity (a measure of predisposition to
climate hazards), and adaptive capacity
(an indication of the ability to mitigate or
adapt to risks). The overall risk score is a
combination of vulnerability, likelihood,
and magnitude of impact, each determined
within a five-point scale. Each risk is
scored across these criteria under each
timeframe and climate scenario as outlined
on page 58. The opportunity-scoring
methodology also uses a five-point
scale but considers the potential size of
opportunity and the capacity to execute
them. This scoring methodology aligns
with the Group risk management process
to support the integration of climate
considerations across the business.
Unlike other business risks, climate
risks are characterised by high levels
of uncertainty regarding future climate
conditions and their potential impacts.
Therefore whilst this forward-looking
approach allows the Group to understand
Dual Approach for Risk Management
Top-down approach
Bottom-up approach
1. Risk Committee Oversight
The Executive Risk Committee consolidates risks identified
at the Product Line level, along with inputs from Functional
teams and external macroeconomic and environmental factors.
This process enables the Committee to assess the materiality
of climate-related risks and recommend appropriate actions
(mitigation, transfer, acceptance, or control).
1. Quarterly Business Reviews
Each Product Line conducts quarterly reviews, creating a platform
for discussing and reporting current and emerging risks, including
climate related risks and corresponding mitigation strategies.
Updates are communicated to the Risk Committee via Divisional
reports.
2. Board and Committee Reviews
Risk registers undergo thorough reviews by Internal Audit,
the Risk Committee, and the Board. These registers inform
the Group’s principal and emerging risks, their management
strategies, and the alignment of risks with Group objectives.
Principal risks are revisited during regular Board meetings, with
deep-dives conducted biannually.
2. Annual Risk Evaluation
Product Lines undertake an annual assessment to identify
significant operational and financial risks, including climate-related
risks, considering pre and post-mitigation. Inputs include industry
data, market intelligence, and historical insights, combined with
management judgement.
3. Board Reporting
The Risk Committee and Executive Directors report findings from
the bottom-up and top-down approach to the Board and Audit
Committee, ensuring a holistic perspective on risk management.
3. Divisional Self-Assessments
Division Leads complete an annual review of internal controls
and risk management, evaluating operational compliance with
Group policies, legal requirements, and applicable regulations.
This exercise helps identify risks, define mitigation strategies,
and ensure effective controls are in place.
4. Internal Audit Oversight
Internal Audit provides independent oversight via biannual reviews,
ensuring Divisional risk registers are current and most significant
risks are reviewed periodically by the Executive Committee.
63
Strategic ReportOverview Governance Financial Statements
Metrics and Targets
In line with the growing urgency to limit
global warming to 1.5°C by 2050, as set
out in the Paris Agreement, James Fisher
has committed to a Net Zero target for our
operations by 2050. Our initial commitment
was to establish targets through the
Science Based Targets initiative (SBTi) in
2021, however the SBTi paused validation
of targets and commitments from fossil
fuel sector companies. Consequently,
we are assessing alignment with other
international frameworks to guide our
emission reduction pathway. In the
interim we continue to align with the
SBTi Standard to ensure adherence to
established and recognised practices. At
this stage, we are evaluating the feasibility
of setting Scope 3 targets in the future.
Our Commitment to
Performance Monitoring
James Fisher recognises that robust
metrics and ambitious targets are
essential to driving meaningful progress
in addressing climate change. By aligning
these with our strategic priorities,
we aim to ensure accountability and
transparency in our sustainability journey.
In 2024, we focused on improving
our understanding of our
emission profile through:
• Enhancing GHG Calculation
Methodology and Data Quality: On
an ongoing basis we are investigating
the transparency and granularity in
emissions calculation and reporting,
particularly for Scope 3 categories,
to enhance our understanding on
emission hotspots. We also intend
to pressure check GHG data quality,
methodologies and process to prepare
for future assurance of our data.
• In 2025, our key focus areas are
expected to include improving data
quality and refining methodologies,
updating Division-specific
decarbonisation pathways, and exploring
ways to embed climate into decision-
making processes through the use of
an internal carbon pricing strategy.
• Update Decarbonisation Pathways:
In 2025, we plan to revise and expand
our decarbonisation pathways to
include Division-specific strategies,
providing a clearer roadmap for
achieving our climate goals.
• Integration of climate in decision-
making: Recognising the importance
of embedding climate risks and
opportunities into our financial planning,
we are advancing our capabilities
in climate financial quantification by
updating our climate scenario analysis
models, working closely with cross-
functional teams to incorporate these
insights into decision-making processes.
This will also include the investigation
into future Group-wide application of
an internal carbon pricing strategy. The
aim of this exercise is to account for the
future financial risk of climate to better
manage the risk and strengthen the
business case for decarbonisation.
Our climate-related metrics
and targets
James Fisher employs a range of metrics
to assess its impact and exposure to
climate-related risks. Our primary focus
is on greenhouse gas (GHG) emissions,
particularly Scope 1 and Scope 2, as
detailed on page 66. As our understanding
of climate-related impacts evolves, we
intend to explore the measurement and
disclosure of additional metrics to enhance
our reporting.On page 66 we outline our
emissions-related metrics, which serve
as a critical proxy for assessing both our
environmental impact and risk exposure.
This year we have updated the
reporting period for our non-financial
data to align with the financial
period January to December.
Our emissions performance
and decarbonisation plans
The transition to a low-carbon economy
will require innovation, technological
advancements, and dedicated resources,
both financial and human. While
emissions reduction is a core component
of this transition, it is only part of the
broader effort to align the Group with
a sustainable, low-carbon future.
We are committed to the identification
and implementation of decarbonisation
activities in the short term as well as
engaging on longer-term transformation
that will be required across industries to
achieve more ambitious decarbonisation
for a low-carbon transition.
James Fisher is acutely aware that
the broader shipping industry has
committed to achieving Net Zero by
2050, and we expect the introduction
of stringent regulations in the medium
term. As these regulations emerge, we
aim to accelerate reductions in carbon
intensity through strategic investments
and operational enhancements.
While the identified emission reduction
measures are insufficient to align with
the 1.5°C trajectory in the near term
(2021–2030), the Group remains confident
that it will achieve alignment with this
target over the long term (2030–2050).
Sustainability continued
64
James Fisher and Sons plc Annual Report and Accounts 2024
Metric Goals Associated risks Commentary
Metric: Scope 1 –2
Unit: tCO
2
e
2024: 49,594
2023 74,885
We aim to reduce our Scope 1
and 2 emissions by 4.2% annually
and intend to review our short to
long-term target commitments.
Rising carbon prices could result
in an increase to operational
expenses. Our Scope 1 and 2
emissions are a good indication
of the potential exposure to these
potential future costs.
Whilst we cannot validate targets
with SBTi we are referencing its
methodology for target setting.
We intend to update our targets
based on latest methodologies
and our decarbonisation plans
going forward.
Metric: Scope 3
Unit: tCO
2
e
2024: 111,527
categories (1-8)
2023 63,325
categories (3,5-8
Increase the coverage of
Scope 3 categories included in
measurement.
No GHG reduction target set -
feasibility of potential target is
under review.
Increasing regulatory pressure
on carbon-intensive industries,
leading to higher costs passed
through from suppliers. Our
Scope 3 emissions are a good
indication of the potential
exposure to these potential future
costs.
This year, we completed
measurement across eight
relevant categories and intend to
look further into setting targets in
the future.
Metric: Revenue from
low-carbon activities
Unit: £m (% of total
revenue)
2024: 14.8%
2023 16.4%
Year-on-year increase in the
proportion of revenue derived
from low-carbon activities.
Oil and gas markets may decline
over time, particularly with the
energy transition to a low-carbon
economy. This can also create
an opportunity for low-carbon
markets.
As we increase services linked
to low-carbon activities we are
expected to reduce our exposure
to regulatory risk.
Metric:
Remuneration
Unit: tCO
2
e
The long-term remuneration
programme tracks performance
of new product development and
carbon reduction in Scope 1 and
2 emissions.
Reduced competitiveness if
climate-related credentials lag
behind market expectations.
Reviewed to ensure balance
with other KPIs whilst driving
behaviours to deliver the Group’s
sustainability ambitions.
Metric: Internal
carbon pricing
Unit: £ per tCO
2
e
n/a Potential expansion of the UK
Emissions Trading Scheme (UK
ETS) to domestic shipping by
2026.
Explore ways to integrate internal
carbon pricing mechanisms
as part of project profitability
assessments.
Our climate-related metrics and targets
In 2024, the Group saw an overall decrease of 34 percent in Scope 1 and 2 emissions compared to 2023. Our year-on-year emission
performance can vary greatly due to how we operate. This predominantly stems from what the proportion of leased vessels (Scope 3)
and chartered vessels (Scope 1) has been during the reporting year. Whilst this performance may change significantly year-on-year, it
is still essential to James Fisher that the net overall change is decreasing in pursuit of our emission target. For more information on our
emission reduction performance see our Planet section (pages 46 to 49 and SECR disclosure (page 121).
65
Strategic ReportOverview Governance Financial Statements
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000 80,000
0 50,000 100,000 150,000
0 300 600 900 1,200
0 10,000 20,000 30,000 40,000 50,000 60,000 70,000
0 5000 10000 15000 20000 25000 30000 35000 40000
Our footprint: Scope 1, Scope 2 and Scope 3
(Reported Categories) (CO
2
)
Scope 1 and 2 Emissions (tCO
2
e)
Scope 2 Emissions Per Category (tCO
2
e) Scope 1 Emissions Per Category (tCO
2
e)
2024 Scope 3 Emissions Per Category (tCO
2
e)
Electricity
District Heating Chilled
Water Supply
Dry dock electricity
consumption
Scope 1 & 2 Scope 3 Scope 3
New Categories
(1,2 & 4)
Scope 1 Scope 2
Fugitive Emissions
Stationary Combustion
Mobile Combustion
Upstream Leased
Assets (8)
2024
2023
2024
2023
2024
2023
2024
2023
Upstream Transport
& Distribution (4)
Purchased Goods
and Services (1)
Business Travel (6)
Capital Goods (2)
Fuel & Energy
Related Activities (3)
Commuting (7)
Waste Generated
in Operations (5)
49,594
988 47,83439 712
1,177
39,995
10,405
8,845
37,248
10,373
2,416
1,869
374
72,63671 931
48,584 1,010
74,885
73,638
63,325
62,041
17
66
49,484
1,247
Sustainability continued
66
James Fisher and Sons plc Annual Report and Accounts 2024
0
10000
20000
30000
40000
50000
60000
70000
80000
90000
2021
2022
2023 2024 2025 2026
2027 2028 2029
2030
2050
Scope 1+2 Actual
Scope 1+2 Projection
Scope 1 and 2 emissions (tCO
2
e)
Decarbonisation pathway
Summary of short to long term emission reduction
plans, assumptions and limitations
From baseline to date our emission reduction activities
have been focused on operational efficiencies and
sustainable procurement for our vessels as well as broader
day-to-day operations:
• Bunker Software: Provides trend analysis of vessel’s
speeds and consumptions and improves accuracy of
voyage estimates.
• Biofuels: Exploring the avaliability and compatibility of
biofuel grades.
• New Fleet Investments: Delivery of LNG dual-fuel tankers
with enhanced hydrodynamic performance, as well
as switch to electric vehicles for company cars.
• Hull Performance: The data is now avaliable to identify
opportunities for off-cycle hull cleaning.
• Renewable Energy: Transitioning offices to 100 percent
renewable energy suppliers.
We aim to continue to expand and scale identified
decarbonisation activities, alongside updating
decarbonisation plans with more specificity.
•
•
•
•
As part of our decarbonisation strategy, we acknowledge that
shipping is our primary source of Scope 1 emissions and the
importance of collaboration with industry peers to overcome
challenges, including insufficient infrastructure for low-
carbon and alternative fuels, such as LNG supply in the UK.
However, with decarbonisation regulations in the shipping
industry tightening, we anticipate that these changes will
drive innovation and the development of new technologies.
Our current focus is on:
• Enhancing operational efficiency through digitalization,
• Chartering energy-efficient vessels for our projects,
• Advancing a tanker newbuild program with improved
hydrodynamics and machinery,
• Exploring low-carbon fuel alternatives.
This trajectory assumes a phased
renewal of our fleet, enabling the
transition to energy-efficient vessels
capable of utilising low-emission
alternative fuels, such as green methanol.
Pathway to Net Zero
67
Strategic ReportOverview Governance Financial Statements
Sustainability continued
Engaging for value
Growth creates value through
a multi-stakeholder model.
The Group’s success depends on a
deep understanding of the views, and
challenges, that stakeholders face, and the
complexities posed by the environments in
which they operate.
The Board is committed to engaging with
all its stakeholders, factoring key decision-
making on:
• How decisions align with the
Group’s purpose.
• The likely short, medium and long-term
consequences of the decision.
• The value created for investors.
• The enhancement of performance
created by the decision.
• The potential impacts on people, local
communities, and the environment.
• The need to create strong, mutually
beneficial customer and supplier
relationships.
• The Group’s commitment to
business ethics.
• External factors which may impact
decision-making and stakeholders.
Section 172(1) statement
This serves as James Fisher’s section
172(1) statement explaining how the
Directors have had regard to the matters
set out in Section 172(1)(a) to (f) of the
Companies Act 2006, when performing
their duty under section 172.
Under section 172, Directors are required
to act in a way that they consider, in good
faith, to be the most likely to promote
the long-term success and resilience
of the Company for the benefit of the
shareholders as a whole, while having
regard for all our stakeholders (employees,
customers and suppliers, shareholders, the
environment and local communities).
By considering key stakeholders and
aligning activities with the strategic plan,
as well as the Company’s culture, values,
sustainability principles and practices,
the Company will act fairly, transparently
and in the best interests of the Company
over the long term. Examples of how the
Directors have had regard to the factors set
out in section 172 in practice over the past
year are as follows:
Our stakeholders
The Sustainability Strategy brings all our stakeholders into the heart of the Group and
informs how we actively engage with them.
Shareholders
Promote a sustainability-driven
business model and strategy that
delivers attractive returns for
shareholders and delivers on our ESG
metrics.
Board engagement
• The Directors had regular in-person
meetings with investors, principally
through investor roadshows,
investor events and the Annual
General Meeting (AGM).
• The Chairman met with the largest
shareholders to discuss results and
other announcements.
• With a dedicated investors section,
the Annual Report and Accounts
and the Company website set out
the Group’s Strategy and progress
against its strategy and key
activities.
How we supported during 2024
• The Board engaged with
shareholders at the AGM.
• The Directors consulted with the
Company’s major shareholders
regarding the 2024 Remuneration
Policy.
Key areas of focus for this
stakeholder group
• Operational and financial
performance.
• Company Strategy implementation.
• Capital structure, liquidity and
capital allocation.
• Risk management and controls.
• Sustainability Strategy.
Customers and
suppliers
Support our customers and suppliers
to achieve their sustainability
ambitions, through strategic
partnerships and investment in
innovation.
Board engagement
• The Board received regular updates
from Product Line Directors through
the Executive Committee on their
strategic priorities, markets, and key
customers.
• Through the Sustainability
Committee the Board received
updates on customer and supplier
engagement.
• Where appropriate, Executive
Directors, and Divisional Leads,
worked with major customers to
develop innovative products and
services and to find solutions to
their problems.
How we supported during 2024
• Created a new Chief Technology
Officer role in January 2024.
• Supply Chain Code of Conduct
was redeveloped to align with our
Sustainability Strategy.
• The Head of Group Supply Chain
identified synergies and other
benefits of procurement co-
ordination and standardisation
between Group businesses.
Key areas of focus for this
stakeholder group
• Innovation and problem solving.
• High-quality products and services.
• Trusted relationships.
• Social and environmental impacts.
• Payment practices.
• Supply chain resilience.
Sustainability continued
68
James Fisher and Sons plc Annual Report and Accounts 2024
Local communities
Invest in the communities in which
we operate to position ourselves
as a strong corporate citizen that
can demonstrate its positive impact
on society.
Board engagement
• Through the Sustainability
Committee, the Board received
updates on community integration
performance throughout the Group.
• The Board supported employees
to engage with community-based
projects that help make a positive
impact, including charitable
fundraising, volunteering and
education, including STEM (Science,
technology, engineering, and
mathematics) learning and events.
How we supported during 2024
• We continued to support employees’
local community initiatives and
events through the donation of
time, material, or provision of
expertise, for example STEM event
participation and local internships.
• We have formed a strong
partnership with a local Education
and Skills Partnership which
brings schools, colleges, and local
employers together who recognise
the need to equip local young
people with knowledge, skills,
and aspirations.
• James Fisher, has pledged its
support as an employer, to the
Young Persons Guarantee, a
Scottish Government initiative to
ensure all young people aged 16-
24 have the opportunity of work,
education and training.
Key areas of focus for this
stakeholder group
• Environmental and social impacts of
our operations.
• Health and safety.
• Employee wellbeing.
Employees
Attract, invest in and retain our people
to enable delivery and position
ourselves as a leading employer of
choice ensuring wellbeing is at the
heart of all we do.
Board engagement
• The Board met with employees in
Belfast and London at an informal
lunch.
• Kash Pandya, the designated Non-
Executive Director for Employee
Engagement, met with employees
in Aberdeen and Dubai to get
feedback to inform our engagement
strategy.
• The employee Sharesave Scheme
encourages employees’ involvement
in Company performance.
• Employees can receive matching
employer pension contributions of
up to 7.5 percent of salary.
• The Board reviews the results of
our annual employee engagement
survey.
How we supported during 2024
• We delivered Engage, our quarterly
all-employee webinars providing
updates from across the Group and
the opportunity for employees to
feed back.
• We launched Bitesize Briefings to
provide interractive updates on key
initiatives across the Group.
• We held Division Townhalls to
update teams on progress.
• We relaunched our Group Intranet
and news pages to provide easy
access to important, timely
information.
• We held Senior Leaders
Conferences to involve the senior
team in delivering strategy.
• We supported World Mental Health
Day across the Group and extended
mental health first aid training.
• The Group Head of Reward was
appointed to shape and lead the
reward strategy.
Key areas of focus for this
stakeholder group
• Health and safety.
• Development and progression.
• Remuneration and recognition.
• Equality, diversity and inclusion.
The environment
Assess, quantify, and manage the
impact of our operations on our planet,
and how external factors may affect
the Group’s performance.
Board engagement
• The Board considered climate-
related risks and opportunities
on a continuous basis, such as
when deciding on the strategic
direction of the Group, acquisitions
and divestments, or major
capital expenditure.
• A Board member attends
Sustainability Committee meetings
on a regular basis, bringing ESG
expertise while strengthening
communication between
management and the Board.
How we supported during 2024
• We continued to focus on our
performance and embedding
ESG considerations into business
as usual.
• As part of the Group’s
transformation, the groundwork is
underway to reshape our portfolio
including identifying innovative
solutions to support our customers’
energy transition.
• The Group continued its reporting
and disclosures in accordance
with the Carbon Disclosure
Project (CDP), the UK SECR
requirements, TCFD and the UK
Government’s introduction of
reporting requirements through
the Companies (Strategic Report)
(Climate-related Financial
Disclosure) Regulations 2022.
• Net Zero and GHG emissions
awareness webinar sessions
took place and learning pathways
were identified.
• Commenced implementation of
the gap analysis conducted in
2024 which will inform our detailed
climate transition planning activities
in 2025.
Key areas of focus for this
stakeholder group
• Carbon management.
• Net zero strategy.
• Climate disclosure.
• Climate risk and opportunity/energy
transition.
69
Strategic ReportOverview Governance Financial Statements
Principal risks and uncertainties
The Board
The Board establishes the Group’s risk appetite, ensuring it aligns with strategic objectives. It retains ultimate responsibility for
riskmanagement, maintaining oversight to ensure the framework evolves in response to changing market conditions and regulatory
requirements. The Board also assesses principal and emerging risks to ensure they are effectively identified, managed, and mitigated.
Bottom-up risk management
Top-down risk management
Investment
Committee
The Group’s
Investment Committee
oversees the review
of all significant
bids and tenders,
capital investments,
substantial operating
expenditures, mergers,
acquisitions, joint
ventures, disposals,
contracts containing
clauses outside the
Group’s standard
contracting principles,
and the appointment of
agents.
Risk Committee
The Risk Committee operates as a subcommittee
of the Executive Committee, reviewing the risk
framework and processes. Functional Heads
and Divisional teams report on principal risks,
uncertainties, and emerging issues. The Committee
oversees an annual risk assessment, drawing from
risk registers across the Group.
Audit and Risk Committee
On behalf of the Board, the Committee actively challenges and ensures thorough
consideration of risks: reviewing the Group’s risk management and internal
control systems, conducting in-depth reviews, and overseeing the work of
internal and external auditors.
Risk governance framework
The Group is subject to a combination of
macro risks and business-specific risks.
The Group’s risk management process provides the framework
for risk management practices across all areas of the Group and
seeks to ensure that business risks are adequately identified,
quantified and understood. The framework and accompanying
risk management processes continue to evolve and improve
across the Group.
Our risk management and assurance activities follow the “Three
Lines of Defence” model. The first line, comprising the Group’s
Divisions and Functions, report to the Risk Committee, which
serves as the second line under the oversight of the Executive
Committee.
Every six months, the first line formally confirms compliance with
Group policies, including the reporting of any incidents related
to fraud, anti-bribery and corruption, and modern slavery. This
six-monthly exercise also covers matters arising in relation to the
internal control environment.
Group Support Functions
The Group’s Divisions are supported by Group
Functions, with each Functional Head reporting
to an Executive Director.
Group Divisions
Group Divisions manage their own risk register and
report on principal risks and mitigating activities to
the Risk Committee.
Internal Audit
The Group’s Internal
Audit Function,
outsourced to
PwC, conducts
regular reviews of
operations and internal
controls, providing
recommendations
and ensuring their
implementation. The
annual Internal Audit
plan, informed by a
risk assessment, is
approved by the Audit
and Risk Committee,
with PwC presenting
updates and progress
at each Committee
meeting.
Executive Committee
The Executive Committee oversees the risk
framework, supporting businesses in risk
management, offering a macroeconomic
perspective, and reporting on Group-wide risk
management to the Audit and Risk Committee.
The Committee ensures that risks are effectively
identified, assessed, and mitigated to safeguard the
Group’s strategic objectives.
The Internal Audit function operates as the third line, providing
independent assurance. The Investment Committee plays a critical
role in the Group’s risk management framework by ensuring the
appropriate level of review for investment and contract-related
decisions.
Managing risk and enabling growth
The Group has continued to enhance the risk management
processes, achieving notable progress in 2024 through ongoing
projects, including the continuous review of principal risks.
Following these reviews, two previously separate principal risks,
“Maintaining Access to Adequate Funding” and “Financial Risk,”
have been consolidated into a single risk category: “Financial,
Liquidity and Treasury”. This change reflects the successful
refinancing completed during the year and a more integrated
approach to financial risk oversight.
The review also concluded that acquisitions and disposals no
longer constitute a principal risk for the Group. With the focus
now on transforming the existing business portfolio, no significant
acquisitions are anticipated in the near term.
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Opportunities
Several of the Group’s principal risks also present opportunities
for growth and advancement of strategic objectives:
• Group Transformation Programme: Centralising and integrating
core Functions creates opportunities to simplify operations,
enhance efficiency, and improve practices, supporting long-
term growth and ensuring compliance. The programme will
also facilitate further streamlining of legal entity structure and
systems infrastructure.
• Climate Change: Energy-driven markets remain a key revenue
source, with the Group strategically focused on supporting the
transition to Net Zero by 2050. The Board considers climate
change both a principal risk and a key strategic opportunity.
• Operating in emerging markets: The Group’s ability to operate
in emerging markets for global customers differentiates it from
competitors, unlocking greater opportunities for growth and
strengthening market positioning.
Impact
Likelihood
Low Medium
High
Low Medium High
Strategic & Growth
1
Group Transformation Programme
2
Project Delivery
3
Product Risk
Operational
4
Health and Safety Risk
5
Recruitment & Staff Retention
6
Climate Change
Technology
7
Cyber Security Risk
Financial
8
N
Financial, Liquidity & Treasury
Legal & Regulatory
9
Operating in Emerging Markets
10
Contractual Exposure
11
Breach of Laws and Regulations
No movement Decreased
N
New principal risk
Furthermore, following the successful completion of recent
disposals, including RMSpumptools and Martek, the risks
associated with integration and separation activities have
diminished sufficiently for this to no longer be considered a
principal risk.
Residual risk levels for two principal risks have reduced year-
on-year due to improved mitigation measures, strengthened
governance frameworks, and operational advancements:
• Group Transformation Programme: The risk profile has
improved, driven by progress in simplifying our business
portfolio, centralising and integrating Functions, which has
enhanced standardisation and the adoption of best practices
across the Group. Additionally, the Group has advanced
in acquiring key skill sets to support project and change
management, alongside initiatives to strengthen employee
engagement. This progress has reduced execution-related risks
and reduced the potential for business disruption during the
implementation of transformation initiatives.
• Health and Safety Risk: The Group’s risk appetite for Health and
Safety remains unchanged, maintaining a zero-tolerance policy
for hazardous behaviours. However, the likelihood of an incident
has been assessed slightly lower due to progress made during
the year, including improved awareness, enhanced training, and
the rollout of more comprehensive procedures and preventative
protocols. Incident reports for 2024 reflect an improvement
compared to 2023.
Principal Risks
The principal risks are plotted below, showing year-on-year movement in
likelihood and impact, net of existing mitigations. The risk profile reflects
the time horizon over Transformation Programme and our assessment will
continue to evolve as our risk management process further improves.
5
8
9
10 2
4 4
11
3
7
1
1
6
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Strategic ReportOverview Governance Financial Statements
Principal risks and uncertainties continued
1
Group Transformation Programme
Risk category: Strategic and Growth
Risk owner: Head of Sustainability,
Communications and Marketing
Nature:
The Group is undertaking a significant multi-year transformation
to build a stronger, more sustainable business for the future.
If not managed effectively, this initiative carries the risk of
disruption to, or distraction from, core activities.
Context:
The Group is undergoing simplification and significant
integration, including the adoption of a One James Fisher
operating model, Divisional portfolio realignment, and the
execution of objectives aimed at strengthening operational and
functional delivery. Strong project and change management will
be essential to ensure delivery teams remain focused on key
priorities and tasks.
Potential impact:
Disruption during the transformation process could impact
operations, employee productivity, customer satisfaction,
and ultimately stakeholder confidence. Insufficient resources,
overburdened employees, or an unclear vision may delay
initiatives and hinder progress.
Mitigation:
• A Business Operations team has been established with a
clear remit and focused priorities.
• Objectives have been set and cascaded across the
organisation to ensure alignment.
• Executive Committee oversight and escalation process
is in place.
• Clear roles and responsibilities are assigned to ensure
efficient and effective execution of transformation initiatives
• An Employee Engagement strategy is in place to foster
engagement, performance, and buy-in.
2
Project delivery
Risk category: Strategic and Growth
Risk owner: Head of Operations
Nature:
The Group risks failing to meet customer expectations or
contractual obligations due to inadequate service or project
delivery. This may result from resource misalignment, poor
planning, or insufficient stakeholder engagement, therefore
compromising the ability to fulfil commitments.
Context:
We operate in hazardous environments where certain service
contracts require robust project management. Consistently
meeting contractual terms and customer expectations is
essential for maintaining strong relationships and ensuring
operational stability.
Potential impact:
Service delivery failures could result in customer dissatisfaction,
increased operational costs, and contract losses, adversely
affecting the Group’s financial performance and reputation.
This may also erode client trust and diminish opportunities
for contract renewals.
Mitigation:
• Regular tracking of customer feedback ensures early
identification and resolution of potential service issues.
• Clear communication of contractual rights and
obligations prevents misunderstandings and strengthens
client relationships.
• Enhanced project management systems, supported by
targeted training and recruitment.
• Implementation of project management best practices,
including the use of project risk registers.
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3
Product risk
Risk category: Strategic and Growth
Risk owner: Chief Technology Officer
Nature:
The Group is exposed to rework and potential claims if their
products fail to meet customer requirements or the required
quality standards.
Context:
The Group designs innovative products for use in the Energy,
Defence and Maritime Transport markets. Development of
new products inherently carries risks of warranty claims or
identification of issues to be remediated. The Group seeks
to minimise such risks by rigorous testing and quality
review processes.
There is also a risk of failing to innovate and maintain a robust
pipeline of product development. To address this, the Group is
investing in strengthening their capabilities, including appointing
a Chief Technology Officer to drive innovation and ensure that
the development of products meets customer needs.
Potential impact:
The Group may incur additional costs in the form of rework or
liability claims. This could also lead to reputational damage and
loss of future business.
Mitigation:
• Comprehensive testing and validation procedures are in place
to ensure product quality meets customer requirements.
• To identify and mitigate potential issues early, product lifecycle
risk assessments are performed.
• Performance management processes for suppliers, vendors,
and joint ventures ensure consistent product quality across
the supply chain.
• Strict adherence to regulatory standards ensures product
compliance and reduces the risk of liability claims.
• Insurance policies are in place to mitigate the financial impact
of any claims or product defects.
4
Health and Safety risk
Risk category: Operational
Risk owner: Head of Operations
Nature:
The significant risk of operational incidents or failure to
maintain internal health and safety standards can have serious
consequences for employee health, both physical and mental.
The Group has zero-tolerance for any risks or hazardous
behaviours, including minor infractions.
Context:
The Group’s operations carry the potential risk of significant
harm to people and property, wherever we operate across
the world. For moral, financial and reputational reasons, it is
essential to keep this risk as low as possible.
Potential impact:
Failure to maintain appropriate health and safety standards
could lead to serious injury or harm to employees and other
stakeholders, potentially resulting in regulatory investigations,
legal claims and financial penalties. Such outcomes could
undermine trust in the Group’s commitment to safety and
significantly damage market reputation.
Mitigation:
• Health and Safety is prioritised at the Board level.
• The Group Health and Safety Committee and Safety Forum
ensure consistent governance and alignment across the
Group.
• Regular training and strict enforcement of policies, focusing on
product quality, certification, and life-saving rules.
• Comprehensive procedures and protocols are in place
to mitigate risks, with a zero-tolerance approach to
hazardous behaviour.
• Internal audits and Group-wide safety initiatives ensure
compliance and continuous improvement of safety protocols.
• Insurance policies are in place to manage financial impacts of
incidents, including high-risk scenarios.
• A structured incident reporting process allows for timely
investigation and corrective actions.
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Strategic ReportOverview Governance Financial Statements
Principal risks and uncertainties continued
5
Recruitment and staff retention
Risk category: Operational
Risk owner: Chief Human Resources Officer
Nature:
The risk of not attracting, retaining, or developing employees
with the required skills, competence, and leadership capabilities
presents a challenge to the Group. Inadequate succession
planning, insufficient training, and disengagement may result
in gaps in key roles, operational inefficiencies, and non-
compliance with regulatory requirements.
Context:
We operate in many specialised engineering and technical
domains which require appropriate skills and experience.
Progress continues on implementation of the Group’s People
Strategy to improve recruitment and retention.
Potential impact:
Factors such as non-competitive remuneration,
cultural misalignment and reduced employee satisfaction
increase costs, including recruitment expenses and lost revenue.
Failure to maintain organisational culture, enforce conduct
standards and meet employment legislation could lead to
operational failures and missed strategic targets.
Mitigation:
• The Group has a comprehensive People Strategy,
including recruitment and talent management.
• Succession planning is in place to ensure continuity in
critical roles and minimise operational risks.
• Training plans and management development
programmes focus on enhancing staff competence and
leadership capabilities.
• Remuneration incentives, salary benchmarking, and role
banding exercises are used to attract and retain talent.
• Regular appraisals and employee satisfaction initiatives
are aimed at improving engagement and reducing attrition.
• The Group ensures adherence to relevant legislation and
compliance with unionisation and regulatory requirements.
• A crisis plan is in place to address high attrition rates and
operational risks related to staff shortages.
• Ongoing monitoring and documentation of staff
turnover, satisfaction, and recruitment processes to
assess effectiveness.
6
Climate change
Risk category: Operational
Risk owner: Head of Sustainability,
Marketing and Communications
Nature:
The Group is exposed to risks related to environmental impact on
its operations and the ongoing transition to a more sustainable
energy landscape.
Context:
Sustainability is a core component of the Group’s strategy. We
manage climate-related risks through both short and long-term
control measures across our global operations. Our commitment
to sustainability involves reducing carbon footprints, transitioning
to renewable energy sources, and ensuring compliance with
evolving environmental regulations.
Potential impact:
Extreme weather events may disrupt operations and supply
chains, while changes in regulations, market dynamics, and
technological advancements could lead to increased costs and
reduced asset values. Although investing in sustainable assets
and reducing carbon emissions presents opportunities, failure
to adapt to regulatory and environmental shifts could result in
financial losses and reputational harm.
Mitigation:
• The Group maintains diversified end-markets and geographic
locations to reduce exposure to climate-related risks.
• Focus on transitioning to sustainable energy, including
decommissioning oil and gas assets and supporting LNG
and renewable energy markets.
• Ensuring preparedness for extreme weather events, with
procedures in place to minimise operational disruptions.
• Ongoing supply chain engagement to address climate risks
and opportunities.
• Conducting internal audits to ensure compliance with
environmental regulations.
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7
Cyber security risk
Risk category: Technology
Risk owner: Chief Financial Officer
Nature:
The Group is exposed to internal and external cyber threats,
such as hacking, phishing, and fraud, which may result in
financial losses and reputational harm.
Context:
IT and cyber security are critical for safeguarding the
confidentiality and integrity of sensitive customer and
employee information. The Group continuously monitors and
adapts to emerging cyber threats to mitigate risks and protect
their operations.
Potential impact:
Cyber attacks have the potential to severely disrupt business
systems, causing both financial and reputational damage.
Phishing attacks in particular may result in theft, fraud and
further harm to the Group’s reputation. Failure to maintain robust
IT and physical security controls could also result in significant
operational disruptions, with serious financial consequences.
Mitigation:
• Regular internal, external, and firewall penetration testing
to assess vulnerabilities, including specific testing of
ransomware defences.
• Use of industry -leading cyber security software to protect
systems.
• Cyber risk controls across the Group’s IT infrastructure.
• Annual cyber security training for employees, tailored
to specific risk profiles, to increase awareness and
preparedness.
• Regular phishing email testing, with additional training for
employees who interact with simulated phishing attempts.
• Annual cyber resilience reviews at the Board level to assess
emerging risks and update defence strategies.
• Cyber risk insurance and emergency response support
to ensure readiness in the event of a cyber incident.
8
Financial, liquidity & treasury
Risk category: Financial
Risk owner: Chief Financial Officer
Nature:
The Group may face risk in managing their financial resources,
ensuring sufficient liquidity and effectively handling
treasury operations.
Unethical behaviour, or a violation of the Group’s policies
could also potentially result in the mismanagement of financial
resources or misappropriation of assets.
Context:
Maintaining adequate cash flows around the Group is critical for
ensuring smooth operational performance, meeting financial
obligations and supporting strategic objectives. Gaining access
to funding for growth opportunities and managing fluctuating
market conditions that may impact financial stability are equally
important. Additionally, the Group faces risks related to the
mismanagement of financial instruments, foreign exchange
exposures and interest rate volatility which could affect overall
financial performance and strategic goals.
Potential impact:
Liquidity constraints and ineffective cash management could
result in the inability to meet financial obligations, operational
delays, and higher financing costs. This could limit the Group’s
ability to grow, reduce profitability, and compromise overall
financial stability. In addition, poor financial controls may impact
reporting accuracy and increase the risk of fraud.
Mitigation:
• Conducting regular business performance reviews to monitor
financial health and address emerging risks.
• A centralised Finance Function actively managing liquidity
risk, including cash flow forecasting, to ensure adequate funds
are available.
• Use of hedging instruments, such as forward currency
contracts and interest rate swaps, to mitigate foreign exchange
and interest rate risks.
• Implementing documented levels of delegated authority for
all operating companies to ensure proper financial decision-
making controls.
• Third-party whistleblowing hotline available to all employees
to report concerns confidentially.
• Regular training on anti-bribery and corruption, and
fraud awareness.
• Bi-annual certification from Divisions confirming compliance
with Group policies.
• Performing periodic Internal Audit reviews across all
businesses to assess and improve financial controls.
• Running an Internal Controls Enhancement Programme
to continually strengthen the Group’s financial risk
management practices.
N
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Strategic ReportOverview Governance Financial Statements
Principal risks and uncertainties continued
9
Operating in emerging markets
Risk category: Financial
Risk owner: Head of Operations
Nature:
The Group faces risks when operating in emerging markets and
key growth economies, where varying legislative restrictions,
sanctions, embargoes and exchange controls may complicate
governance and compliance. These challenges may increase
the complexity of doing business and managing relationships
in these regions.
Context:
The Group’s success in emerging markets depends on winning
and retaining contracts with a wide range of customers,
including major energy clients and those owned, controlled, or
funded by national governments. While maintaining a secure
pipeline is vital for growth, the Group selectively embraces risks
that can be confidently managed and mitigated.
Potential impact:
Non-compliance with local laws or regulatory frameworks
could result in significant financial penalties, legal action, and
reputational damage. These risks could also hinder the Group’s
ability to effectively operate and achieve strategic objectives
in key markets.
Mitigation:
• A robust corporate governance framework with clearly
defined delegated authorities ensures oversight and
compliance in emerging markets.
• Risk tracking systems monitor joint ventures, agents, and
third-party relationships.
• Targeted anti-bribery and corruption training, along with
third-party management education, to ensure compliance
with local laws.
• Corporate structuring of relationships based on external
local legal advice to ensure alignment with local regulations
and mitigate legal risks.
• An internal audit programme that covers overseas operations,
supported by local audit teams, to ensure compliance with
local laws and leverage language advantages.
10
Contractual exposure
Risk category: Legal and Regulatory
Risk owner: Group General Counsel
Nature:
The Group operates in markets where larger project-based
contractors may transfer risks down the supply chain, potentially
exposing the Group to contractual liabilities.
Context:
The Group executes contracts which often require price-locking
and risk transfer. The Board and Executive Committee continue
to monitor key contractual risks through the Group’s Investment
Committee, which has a defined delegation of authority. There
is continued use of internal and external legal support and clear
escalation mechanisms to govern the granting of commitments.
Potential impact:
The Group’s growth and diversification into new markets and
geographies may lead to increased contractual risks with
financial consequences, such as late payments, cost overruns,
claims, litigation, and uncertainties arising from non-UK
legal jurisdictions.
Mitigation:
• Contract management governance, including policies
and training.
• Access to specialist legal support (both internal and external).
• A focus to balance risk and reward in contracts, aligning them
with the Group’s principles and strategic objectives.
• Investment Committee and Board oversight for the review
and approval of major bids and tenders.
• Development of contract management skills to enhance
performance and reduce risk.
• Comprehensive insurance coverage to mitigate potential
financial impacts.
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James Fisher and Sons plc Annual Report and Accounts 2024
11
Breach of laws and regulations
Risk category: Legal and Regulatory
Risk owner: Group General Counsel
Nature:
The Group is subject to various laws and regulations, including
data protection, anti-bribery and corruption, human rights, tax,
customs, and procurement rules.
Context:
The Group operates in multiple jurisdictions and is therefore
subject to a wide array of regulatory frameworks. The Group is
committed to ensuring compliance with both best practices and
local regulations, maintaining a zero-tolerance approach to risks
such as anti-bribery, corruption, and modern slavery. The Group
works to proactively address and meet compliance obligations in
all areas of operation.
Potential impact:
Failure to maintain compliance could limit the Group’s ability to
operate in certain jurisdictions and widen exposure to the risk of
significant consequences such as fines, criminal prosecution,
reputational damage, rectification costs, legal claims, and lost
business opportunities.
Mitigation:
• Internal policies and procedures ensure compliance with
all relevant regulatory requirements and industry standards.
• Training and awareness programmes ensure employees
are informed about their compliance obligations and
best practices.
• Active support and investigation of whistleblower cases,
encouraging transparency and timely resolution of concerns.
• Experienced employees with clear accountabilities, supported
by external advisers for specialist regulatory guidance.
• Board oversight of all reports and investigations, ensuring
thorough reviews and timely actions.
• Accurate and comprehensive documentation maintained
to demonstrate compliance and accountability.
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Strategic ReportOverview Governance Financial Statements
Reputational risk
Reputational risk, which affects the trust and credibility of the Group and can impact growth opportunities, may arise from an
individual or combination of Principal Risks. The Risk Committee treats reputational risk as a key consideration when managing
mitigations against the Group’s principal risks.
The Risk Committee monitors key metrics across various areas that could impact the Group’s reputation, with a particular focus on
health and safety, activities in emerging markets, regulatory compliance, product quality, and project delivery. This oversight ensures
that potential risks are identified and managed effectively, supporting the Group’s commitment to maintaining high standards and
protecting its reputation.
Emerging risks
Our Risk Management Framework includes a structured review of emerging risks, which we define as systemic issues or business
practices that have not previously been identified, have been identified but remain dormant, or have yet to escalate into a significant
concern.
The Risk Committee is responsible for identifying and monitoring these risks to ensure proactive assessment and mitigation before
they materialise. This process also considers potential implications for the Group’s principal risks. Emerging risk assessments are
informed by regular performance reviews, which track internal and external macro risk trends, helping the Group anticipate and
respond to evolving challenges.
Examples of some of the current emerging risks discussed include continued geopolitical instability and its potential impact on global
operations, UK budget announcements and regulatory changes, tariff wars affecting supply chains and trade, and the rise of artificial
intelligence and other disruptive technologies, particularly in relation to cyber security, operational efficiencies, and workforce
dynamics. By continuously monitoring these risks, the Group ensures it remains agile and well prepared for future challenges. The
Group also monitors potential opportunities that may be associated with emerging risks.
Regulatory compliance policies
Whistleblowing
As part of the Group’s internal control procedures, a Whistleblowing policy is maintained. This policy:
• encourages the workforce to report any suspected wrongdoing as soon as possible, safe in the knowledge that their concerns will
be taken seriously and investigated as appropriate;
• provides staff with guidance as to how to raise those concerns; and
• reassures staff that they should be able to raise genuine concerns without fear of reprisals, even if they turn out to be mistaken.
The policy covers any suspicions of criminal activity, failure to comply with any legal obligation, miscarriages of justice, danger to
health and safety, damage to the environment, bribery under the Anti-Bribery and Corruption policy, facilitating tax evasion, financial
fraud or mismanagement, and breach of our internal policies and procedures including our Code of Ethics. The policy is designed
to ensure that any employee who raises a genuine concern is protected. Any concerns can be raised in the first instance with the
Chief Financial Officer or the Group General Counsel in confidence. The Group has an externally-facilitated whistleblowing hotline,
providing a simple platform for communication and management of whistleblowing issues, in the many languages used around the
Group.
The Board has overall responsibility for the policy, its application to individual concerns raised under the policy and for reviewing and
approving the effectiveness of actions proposed in response to concerns raised under the policy.
Anti-bribery and corruption
The Board is committed to ensuring the highest standards in all of the Group’s business dealings and condemns corruption in all
forms. The Group has a formal Anti-Bribery and Corruption statement and policy and does not tolerate or condone corruption or
bribery in any of the Group’s business dealings. This policy has been implemented throughout the Group and is supported by a
Group-wide training programme (both online and in person). The policy is reviewed annually by the Board and is available on the
Group’s website. More detail is provided on page 81.
Modern slavery
The Board has a zero-tolerance approach to any form of modern slavery and is committed to acting in an ethical manner and with
integrity and transparency in our Group’s business dealings. The Group has a formal Slavery and Human Trafficking statement and
policy, which outlines the steps taken by the Group to ensure that slavery and human trafficking is not taking place within any part
of the Group’s business or within the Group’s supply chains. Both the statement and the policy are available on the Group’s website.
More detail is provided on page 81.
Principal risks and uncertainties continued
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James Fisher and Sons plc Annual Report and Accounts 2024
Viability statement
The Group’s business model
and strategy are detailed on
pages 4 and 5, and our risk
management framework is
described on pages 70 to 71.
Understanding our business
model, our strategy and
our principal risks is a key
element in the assessment
of the Group’s prospects,
as well as the formal
consideration of viability.
The Group annually produces a five-year
strategy plan which forms the basis of a
detailed three-year budget and plan. We
have assessed how viable we are as a
business over a three-year period as this
represents a timeframe over which the
Directors believe they can reasonably
forecast the Group’s performance and is
closely aligned with the timelines of the
Group’s transformation programme. In
addition, should the risks and uncertainties
identified on pages 72 to 78 have an
impact on the Group, it is reasonable
to believe that they will occur within
this period.
During the strategic planning and
budgeting process, the Board evaluates
the Group’s strategy and detailed
financial plan in the context of its current
position and future prospects. This
includes assessing factors and risks
that may impact the outlook. The Board
carefully reviews the performance and
potential of each business, considering
opportunities for expansion into new
markets and geographies, current and
projected growth rates, macroeconomic
and business-specific risks, the timing and
feasibility of prospective new projects,
and the overall resilience of individual
business performance.
The Group’s plan is built on a range of
assumptions and sensitivities, which are
reviewed by the Board. This includes
an evaluation of whether risks and
opportunities have been appropriately
factored in, alongside a thorough
assessment of severe but plausible
scenarios for going concern. These
assessments are aligned with both
the principal and emerging risks facing the
Group, as detailed on pages 72 to 78,
and consider their potential impact on
the business model, future performance,
solvency, and liquidity over the period.
In particular, the Board evaluates emerging
risks that may not yet be fully realised
but have the potential to materially
affect the Group’s operations. These
include geopolitical instability, regulatory
changes, technological disruption,
supply chain vulnerabilities, evolving
consumer behaviours, and the broader
macroeconomic environment. The
scenarios considered reflect the diverse
nature of the markets and geographies
in which the Group operates, assessing
each business’s ability to adapt swiftly
to changing conditions. Stress testing
is applied to understand the resilience
of the Group’s strategy under varying
circumstances, ensuring that appropriate
mitigations and contingency plans are
in place.
Whilst all the principal and emerging risks
identified could have an impact on the
Group’s performance, the specific
risks that could potentially impact the
Group’s financial position that have been
considered are:
• Group transformation programme - the
risk of disruption and/or distraction to
its core activities if the transformation
programme is not managed well.
• Project delivery – risk that a project is not
delivered in line with the budgeted profit
and payment terms.
• Product risk - risks associated with
rework and potential claims if the
Group’s products fail to meet customer
requirements or the required quality
standards.
• Cyber security risk - The Group is
exposed to internal and external cyber
threats, such as hacking, phishing, and
fraud, which may result in financial
losses and reputational harm.
• Financial, liquidity and treasury risk – this
includes trading downside risks, which
assume the Group is not successful in
delivering the anticipated profitability
levels, including in relation to contractual
risk.
• Contractual exposure – winning larger
contracts and operating in more
geographies with partners potentially
exposed to increased risk of late
payment or cost overruns.
It is considered unlikely that all the
risks outlined above will materialise
simultaneously, however a downside
scenario was considered by modelling the
cumulative impact of an annual EBITDA
reduction of 12% in 2025, 14% in 2026,
30% in 2027 and operating cash flow
reductions. In this scenario, the Group
remained viable.
While climate change risk is not expected
to have a material impact on the Group’s
financial position over the viability
assessment period, an extreme weather
event may cause short-term disruptions,
and it is likely to pose challenges for the
oil and gas servicing businesses in the
longer term. However, it also presents a
substantial opportunity for the Group’s
businesses that support the renewables
sector, as well as for other Divisions to
innovate and adapt their products and
services in response to the evolving
climate transition.
To proactively address these shifts, the
Group is undertaking several strategic
investments aimed at reducing its carbon
footprint and enhancing sustainability
across its operations. These include
initiatives to improve energy efficiency
and adopt lower-carbon solutions. The
potential market dynamics arising from
climate-related risks and opportunities
are actively integrated into the Group’s
strategic planning, portfolio decision-
making, and impairment testing, ensuring
that the business remains resilient and
well positioned for the transition to a low-
carbon economy.
Given the severity of the scenarios
assessed, the Board considers the Group
to be resilient to the risks outlined above.
In the event of more severe scenarios
involving reduced profitability and/
or liquidity, the Group has additional
mitigating actions available, including
the reduction of capital expenditure,
curtailment of discretionary spending, and
potential divestments of businesses and/
or assets. These measures provide further
flexibility to safeguard the Group’s financial
position and ensure its long-term stability.
During the viability period a single three-
year RCF of £75.0m (the new RCF) that
was entered into as part of the Group’s
re-financing in September 2024 matures
in September 2027. The new RCF includes
two one-year extension options, subject to
lender approval, potentially extending the
term from September 2027 to September
2029. The Directors will consider these
extension options and/or explore other
funding options in due course.
Based on their assessment of the Group’s
prospects and viability, and in accordance
with Provision 31 of the Code, the
Directors confirm they have a reasonable
expectation that the Group will be able
to continue to operate and to meet its
liabilities, as they fall due, for the period to
31 December 2027.
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Strategic ReportOverview Governance Financial Statements
Reporting
requirement Relevant policy Location Pages
Business model N/A Business model and strategy 4 to 5
Environmental
matters
Group health, safety,
environment and
security policy
Sustainability
Principal risks and uncertainties
38 to 69
70 to 78
Employees Group health, safety,
environment and
security policy
Code of Ethics
Sustainability
Directors’ report
38 to 69
119 to 121
Social matters Code of ethics Sustainability 81
Respect for
human rights
Modern slavery
policy
Code of Ethics
Principal risks and uncertainties
Non-financial and sustainability
information
78
81
Anti-bribery and
corruption
Anti-bribery and
corruption policy
Principal risks and uncertainties
Non-financial and sustainability
information
Audit Committee
78
80
100
Principal risks N/A Principal risks and uncertainties 71 to 78
Non-financial KPIs N/A Non-financial KPIs 23
Climate-related
financial
disclosures
N/A Sustainability 57 to 69
The information set out,
together with the cross
references listed in the
table as to where further
information can be found in
the main body of the Strategic
Report, is in compliance with
the Non-Financial Reporting
requirements as set out in
sections 414CA and 414CB of
the Companies Act 2006.
Our policies
A combination of online and in-person
training on all the key policies is carried
out across the Group, All employees,
contractors and third parties are
encouraged to report any circumstances
where there is a suspected or actual
breach of any Group policies, applicable
laws, or the high standards as set out in
the Code of Ethics. All reported incidences
of actual or suspected breach of any of
the policies are promptly and thoroughly
investigated. The Audit Committee also
considers any high-risk areas identified
by the internal audit function or the
Group legal team. During 2024 the Group
carried out a review of its Group policies.
In particular, the Group refreshed its
Code of Ethics and Anti-Bribery and
Corruption Policy, Trade Controls Policy,
Whistleblowing Policy, Fraud Prevention
Policy, People Policy, Recruitment and
Talent Policy, and the Reward, Recognition
and Wellbeing Policy. The Group has
developed some of the standards and
procedures which will support and
implement the principles governed by
these policies throughout the Group. This
work will continue in 2025.
Non-financial and sustainability
information statement
80
James Fisher and Sons plc Annual Report and Accounts 2024
Key policy Relevant policy
Code of Ethics James Fisher is committed to ensuring the highest standards in its activities and is particularly concerned that
appropriate and ethical policies and procedures are followed in all business dealings across the Group.
The Group strives for a culture of honesty, openness and accountability. The Group’s commitment to the
highest level of ethical conduct should be reflected in all our business activities including relationships with
our stakeholders.
All employees and others must conduct themselves according to the language and the spirit of this Code and
seek to avoid any appearance of improper behaviour.
Group Health, Safety,
Environment and
Security Policy
Health and safety is the top priority and the Group actively strives for the continuous improvement of health
and safety in the workplace. This policy sets out our aim to provide a healthy and safe working environment for
all our employees and to ensure the safety of others affected by our operations.
The Group recognises its responsibility to protect the environment for the benefit of all. This policy represents
a declaration of our intent and commitment to minimise the environmental impact of our activities, our
consumption of raw materials and our production of waste.
The ultimate responsibility for health and safety, and the environment, rests with the Group Chief Executive
Officer, the Board members, and the Executive team. This responsibility is cascaded through the organisation
via Divisional/ regional MDs and their leadership teams.
In the case of health and safety, this is supported by the Group Safety Committee, as well as by the Group
Safety Forum and its individual members, who are the HSEQ representatives for each business.
In the case of the environment, this is supported by the Sustainability Committee, and by the environmental
working group, with representation from across the Group.
Anti-Bribery and
Corruption Policy
James Fisher has zero tolerance for any form of bribery or corruption and is committed to complying with all
applicable anti-bribery and corruption laws. The Group has an established Anti-Bribery and Corruption Policy
and has introduced a compliance programme which has the support of the Board and senior management
within the Group. This includes communication of the policy, training, risk assessment and ongoing monitoring.
Employees assessed to be at risk are required to complete the training and to self-certify that they understand
and agree to be bound by its provisions.
In addition to seeking to ensure that our colleagues are compliant with the Group’s Anti-Bribery and Corruption
Policy, we require that all third-party agents and joint venture partners engaging with any Group entity comply
with these policies in order to facilitate compliance with applicable anti-bribery and corruption laws.
The policy is supplemented by the due diligence we undertake on all third-party agent and joint venture
relationships, enabled by a bespoke web-based platform available to all Group businesses. It provides a
robust tool through which our businesses can risk assess agent and joint venture partners with whom they are
considering doing business.
It forms part of our internal control procedures and helps mitigate the Group’s compliance risk.
Modern Slavery
Policy
James Fisher respects fundamental human rights, and is committed to acting ethically and with integrity in all
our business dealings and relationships and to implementing and enforcing effective systems and controls to
ensure modern slavery is not taking place anywhere in our own business or in any of our supply chains or in
the communities in which we operate across our international businesses.
We have implemented work practices and policies throughout the Group which are designed to ensure that
respect for human rights is integrated into the systems and culture of our businesses. We do not tolerate the
use of child or forced labour within our business and take all steps possible to ensure that our suppliers and
customers also uphold internationally recognised human rights.
This is enabled through risk assessments undertaken by our Group businesses which identify parts of their
supply chain which could be susceptible to risk in this area, as well as confirmation from our suppliers of
compliance with our policy and relevant law.
In 2024 the Group launched a Supply Chain Code of Conduct standard and Supplier Sourcing standard which
further emphasises the commitment of the Group to respect fundamental human rights in the Group’s supply
chain. Our progress in the area of modern slavery is set out in our annual Modern Slavery statement which is
available on the Group’s website and outlines steps taken by the Group to ensure that there is transparency in
the Group and throughout our supply chains. The Group encourages any concerns relating to modern slavery
to be raised using the procedure set out in the Whistleblowing Policy.
Approval of Strategic report
The Strategic report on pages 1 to 82 was approved
by the Board on 19 March 2025.
Jean Vernet
Chief Executive Officer
19 March 2025
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Strategic ReportOverview Governance Financial Statements
Governance
Compliance with the 2018 UK
Corporate Governance Code
In respect of the year ended 31 December 2024, the
Group was subject to the UK Corporate Governance
Code (the Code) published by the Financial Reporting
Council (FRC) in July 2018 (available at www.frc.org.
uk). The Board confirms that the Group has applied all
the principles and complied with or explained non-
compliance with the provisions of the Code throughout
the year. The Group is aware of the revised version
of the Code published in 2024 which will apply to the
Group for financial years beginning 1 January 2025.
82
James Fisher and Sons plc Annual Report and Accounts 2024
Chairman’s introduction to corporate governance 84
Governance at a glance 86
Board of Directors 88
Corporate governance report 90
Nominations Committee report 94
Audit and Risk Committee report 97
Directors’ remuneration report 102
Directors’ report 119
Statement of Directors’ responsibilities 123
Applying the Principles of the
UK Corporate Governance Code
This governance section of the report is structured around
the Company’s application of the Principles of the Code:
1 Board leadership and Company purpose
Details about the Company’s purpose, culture and values
are set out on page 2
The key activities of the Board during the year and key
priorities for 2025 are summarised on pages 90 and 91
2 Division of responsibilities
An explanation of our governance structure is set out on
pages 88 and 89
3 Composition, succession, and evaluation
Details of this year’s Board evaluation is set out on page
86
Report from the Chair of the Nominations Committee is
set out on pages 94 to 96
4 Audit, risk and internal control
Report from the Chair of the Audit and Risk Committee is
set out on pages 97 to 101
5 Remuneration
Report from the Chair of the Remuneration Committee is
set out on pages 102 and 103
Details of the Directors’ Remuneration Policy for 2025 is
set out on pages 104 to 108
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Strategic ReportOverview Governance Financial Statements
Chairman’s statement
Policies. The Audit and Risk Committee
has developed a cadence of reviewing key
business risks and has regulary reported to
the Board on the progress being made on
enhancing the internal controls programme.
The enhancements made to the Group’s
risk management framework and controls
are further outlined on page 92.
2025 governance
priorities
Following the actions taken in 2024, the
Board’s focus has turned to ensuring
that the Group’s governance structures
continue to provide a platform for long-
term growth. The Board’s governance
priorities for 2025 remain focused on
refreshing the Compliance Programme.
In 2025, the aim is to deliver a refreshed
Code of Ethics to reflect One James
Fisher and to monitor and challenge the
assurance and testing of the Internal
Controls Enhancement Programme, in
preparation for the new provision in the
UK Corporate Governance Code, as
published by the Financial Reporting
Council. In addition, the Board will continue
to embed risk management oversight by
the Audit and Risk Committee, refresh the
Risk Appetite Policy and align it with the
Principal Risk Framework.
Board and Committee
composition
As reported in last year’s report Aedamar
Comiskey stepped down from the Board
on 30 May 2024 and Shian Jastram joined
the Board on 1 March 2024. I am pleased to
report Shian has completed her induction
programme and is contributing effectively
to our Board discussions. In addition, both
Kash Pandya and Inken Braunschmidt
have embraced their new roles as NED
Engagement Champion and Chair of the
Remuneration Committee respectively.
UK Corporate
Governance Code
The Board recognises that good corporate
governance is an important element
in helping to promote the long-term
sustainable success of the Company,
generating value for shareholders and
contributing to wider society. The Code
applied to the Company through the year,
and this report explains how the Company
has applied the governance principles,
as set out in the Code. During the year
ended 31 December 2024, the Company
has applied all the principles, and complied
with all provisions of the Code.
Dear Shareholders
On behalf of the Board, I am pleased
to present the Company’s Corporate
Governance Report for 2024. In particular,
as I reflect on the Board’s activities
throughout 2024, and the results of our
independent Board evaluation, I am re-
assured that the Board’s committment to
good governance processes supported
the achievements of the key milestones
that have enabled the Group to finish 2024
in a more sustainable position. During the
course of 2024, the Board has supported
the Executive team in addressing the
challenges faced by the Group, including
the divestment of RMSpumptools and
Martek Marine, the proceeds of which
were used to pay down the debt, and
refinance the Group’s debt to provide a
sustainable platform for growth.
Selling parts of a business is never an
easy decision. The Board deliberations
regarding this key decision focused on the
impact on our employees, shareholders
and lenders.These difficult decisions were
supported by the governance framework
that has been developed in recent years
and the Board’s collective experience.
During the year, the Group continued to
embed the One James Fisher cultural
approach that it started in 2023 to drive
the transformation programme through
the Focus, Simplify and Deliver Strategy.
These strategic initiatives supported
the implementation of the Company’s
governance priorities in 2024 as described
below.
Progress against 2024
governance priorities
Last year, I outlined the Board’s priorities
for 2024, which were aligned to
strengthening the governance structures
to support short-term business objectives.
The Board’s governance priorities for
2024 included:
• Implementation of a new Ethics and
Compliance Programe and launching
refreshed Anti-Bribery and Corruption
and Whistleblowing Policies.
• Expanding the terms of reference of
the Audit Committee to include Risk
Management.
• Enhancing the internal control
programme with a focus on assurance
and testing the effectiveness of this
new framework.
During the year, the new Ethics and
Compliance Programme was launched
and nearly 90 percent of our employees
have received training on the Anti-Bribery
and Corruption and the Whistleblowing
Strategy, purpose
and values
The Code provides that a Board should
establish the Company’s strategy, purpose
and values, and that its Directors should
lead by example and promote the desired
culture. During the year, Jean Vernet and
his Executive team have been driving
through the Company’s purpose by
embedding our commitment to safety,
sustainability, people and business
excellence, which are all matters regularly
discussed by the Board. In addition, there
is a programme of visits organised for the
Non-Executive Directors, a key element
of which is meeting with the workforce for
a dialogue about a wide range of issues,
including purpose and values.
Employee engagement
To better understand the views of our
workforce, the Board, both collectively
and individually has spent time with
employees in a variety of settings across
the business, including informal lunches,
round tables and hearing from new leaders
on first impressions. Kash took over the
responsibilty as Non-Executive Director
Employee Engagement from Inken at the
start of the year and has visited employees
in Aberdeen and Belfast. We also held
an engagement lunch with our London
colleagues. Kash reports to the Board on
the content and nature of his discussions
and also discusses with the Executive
team. Our 2024 employee survey was
completed by 77 percent of employees
and resulted in a higher score than 2023
reflecting the collective efforts that the
Executive team have made in improving
employee communications.
Stakeholder engagement
The Code highlights the importance
of effective engagement with not only
shareholders but other key stakeholders:
employees, the environment, customers
and suppliers and local communities.
Given the nature of the services we
provide, stakeholder engagement is a
multi-faceted issue and is frequently
discussed at Board meetings. Differing
perspectives are identified and
considered as part of the Board and
Committee decision-making process.
These discussions, assessments and
conversations focus not only on delivering
increased value for shareholders, but also
the impact of our decisions and strategies
on the Group’s wider stakeholders. This
was clearly illustrated in my opening
paragraph regarding the divestments and
debt re-financing.
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James Fisher and Sons plc Annual Report and Accounts 2024
More information about how we consider
and engage with stakeholders as part of
our Board activities is set out on pages 68
and 69.
The Executive Directors meet key
shareholders regularly and other members
of the Board are available to be consulted
as appropriate. I have met with most
of our largest shareholders since my
appointment as Chairman. In addition,
in early 2024, Inken met with our largest
shareholders to consult on the changes to
the Remuneration Policy that was put to the
shareholder vote in May 2024.
The Board is also committed to embedding
sustainability into day-to-day decision-
making and this is a central element of
delivering the Group’s Strategy. The Group
Sustainability Committee, an Executive-
led commiteee, monitors progress on
achieving the Group’s ESG priorities. Claire
Hawkings our Senior Independent Director,
attends the Executive Sustainability
Committee, and reports to the Board on
progress in delivering its key prioirties.
Managing risk
As reported earlier, the Audit and Risk
Committee is now reviewing key strategic
and operational risks in addition to financai
risks. The Investment Committee which
was established in 2023 is now embedded
in the Group’s governance framework.
It has strengthened the risk assessment
of opportunities reviewed, ensuring
value has been created by reviewing the
financial risks and opportunities of material
contracts. There is a full report on our risk
management activities in our Principal
Risks and Uncertainties section of the
Strategic report on pages 70 to 78 and the
Audit Committee report explains how we
have developed our risk reporting over
the year.
Board diversity
We are committed to ensuring that the
composition of the Board has the diversity
required to be as effective as possible. As
at 31 December 2024, the Board comprised
eight Directors, each bringing a variety
of skills, knowledge and experience,
in addition to diversity of thought. With
two Executive Directors and five Non-
Executive Directors (excluding myself as
Chairman) more than half of the Board is
independent for the purposes of the Code.
Diversity is a matter which we consider
regularly. The Board Diversity Policy is
available on the Group website and sets
out our aims to ensure an appropriate mix
of skills and experience on the Board as
well as the Board’s Committees. As at 31
December 2023, one member of the Board
is from an ethnic minority background and
two of the senior Board positions (Senior
Independent Director and Chief Financial
Officer) are held by women.
Further details in relation to diversity,
including data in accordance with the
Listing Rules disclosure requirements, can
be found in the Nominations Committee
report on page 94.
Board effectiveness
review
As Chairman, I lead an annual evaluation
of the effectiveness of the Board, its
Committees and the individual Directors.
This year we had an externally facilitated
review. The review highlighted that
the Board continues to be committed
and cohesive and commented that this
continued to be the case during what
was a challenging period for the Group.
The evaluation process identified some
recommended actions which can be found
on page 93.
Conclusion
The Board is committed to strengthening
our governance structure, as we enter the
next chapterof the transformation. I am
pleased with the progress we are making
and I look forward to reporting to you
on the outcomes of our 2025 priorities
next year.
Angus Cockburn
Chairman
19 March 2025
Board Composition
(all Directors as at 31 December 2024)
Length of tenure
(Chairman and Non-Executive Directors)
Skills matrix
Having a diverse Board with different
perspectives and insights benefits the
Group’s stakeholders through higher
quality decision-making. The graph below
shows the collective expertise the Non-
Executive Directors bring to the Board.
Female 4 Male 4
50%
0-2 years
2-5 years
5-9 years
100
80
60
40
20
0
4
4
3
Skills of Non-Executive Directors (percentage)
Financial
International
Marketing
Remuneration
Risk
Strategy
Sustainability
Technology/Digital
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Strategic ReportOverview Governance Financial Statements
Governance framework
Governance at a glance
Group Executive
Committee
Responsible for supporting the CEO
in the exercise of his delegated
authority from the Board and the
day-to-day operations of the
Group. This includes financial
performance, health and safety
and the delivery of the strategic
priorities set by the Board. This
Committee is chaired by different
Executive Committee Members:
The Divisions support the Executive
Committee on the delivery of the
strategic priorities and financials
performance. The Executive meet
with the Product Line Directors and
hold quarterly business reviews.
Investment
Committee
Chair: CEO
Meets as required to consider investment proposals
submitted by the Divisions. It reviews and approves
the capital investments and significant contractual
commitments entered into by the Group in line with
the delegated authority framework.
Number of
meetings:
at least monthly
Group Risk
Committee
Chair: CFO
Identifies and monitors operational risks throughout
the Group, supports the Internal Control and Risk
Management Strategy and Policy. The Principal
Risks section of the report on page 70 describes
the Committee’s role and activities.
Number of
meetings:
quarterly
Group Health
and Safety
Committee
Chair: CEO
Oversees all health and safety issues including
incidents and root cause analysis, mitigating
actions and training requirements. Reports
updates on material safety incidents and
developments to the Board.
Number of
meetings:
quarterly
Group
Sustainability
Committee
Chair: CEO
Oversees the Group’s sustainability commitments
and supports the Board to define and implement
the Group’s Sustainability Strategy, with input
from the Group Product Lines. A description of the
Sustainability Committee’s role and activities is
set out on page 55.
Number of
meetings:
quarterly
Number of meetings:
Meets monthly.
The Board
The Board is responsible for
steering the Group’s purpose,
culture and values, for setting the
Group’s strategic priorities and
overseeing their delivery in a way
that enables sustainable long-
term growth, while maintaining
a balanced approach to risk
within a framework of effective
controls. It has a schedule of key
matters which is aligned with
the Group’s Delegated Authority
framework. Both documents are
reviewed annually.
The Board is assisted in its
decision-making by delegating
certain responsibilities to the
Board Committees. The Committee
Chairs report to the Board following
each meeting.
Chair: Angus Cockburn
Audit and Risk
Committee
Chair: Justin
Atkinson
Assists the Board in its oversight and monitoring
of financial reporting, monitors and reviews
the effectiveness of the Group’s internal
controls and risk management and assesses the
independence and objectivity of internal and
external audit.
See page 97 for the Committee Report.
Number of
meetings:
Five scheduled
meetings per
year
Remuneration
Committee
Chair: Inken
Braunschmidt
Agrees the Remuneration framework for the
Executive Directors, Group Executive Committee
and the Chair and oversees the remuneration
policies for the wider organisation. It ensures the
Remuneration Policy remains appropriate and in
line with regulatory changes.
See page 102 for the Committee Report.
Number of
meetings:
Four scheduled
meetings per
year
Nominations
Committee
Chair: Angus
Cockburn
Reviews the structure, size and composition of
the Board and its Committees (including skills,
knowledge, diversity and experience) and
advises on the Board and succession planning
and that of the Group Executive Committee.
See page 94 for the Committee Report.
Number of
meetings:
Two scheduled
meetings per
year
Special Purposes
Committee
Chair: Angus
Cockburn
This is an ad hoc committee that enables the
Board to take decisions outside the cadence of
regular Board meetings on matters of a more
routine nature. Membership is the Chair and two
Executive Directors.
Number of
meetings:
ad hoc
Disclosure
Committee
Chair: Angus
Cockburn
Assists with decision-making on the handling
and disclosure of inside information and
compliance with applicable legal and regulatory
compliance.
Number of
meetings:
ad hoc
The Board holds seven
scheduled meetings a year.
There were additional meetings
in 2024 to review the re-financing
arrangements,the Report and
Accounts and disposals.
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James Fisher and Sons plc Annual Report and Accounts 2024
Board membership and meetings
The Board held seven scheduled and several ad hoc meetings in 2024. Individual
attendance is set out in the table below. The ad hoc meetings were related to the
approval of the year-end accounts, the refinancing arrangements and the divestment of
RMSpumptools. A Strategy Event was held in October. The Chair held private sessions
with the NEDs during the year. The Company Secretary provides meeting support and
advice guidance and each Board member has access to external advice as necessary.
Board and Committee members are provided with papers in advance of meetings via a
secure electronic portal. Directors are expected to attend Board and relevant meetings of
which they are a member, unless they are prevented by prior commitments, illness or a
conflict of interest. If a Director is unable to attend a meeting they give their comments in
advance to the Chair of the Committee so these are considered as part of the discussion.
Division of responsibilities
Board and Committee scheduled meetings
attendance (2024)
Board Audit
1
Remuneration Nominations
Executive Directors
Jean Vernet 7/7 N/A N/A N/A
Karen Hayzen-Smith 7/7 N/A N/A N/A
Non-Executive Directors
Angus Cockburn 7/7 N/A N/A 2/2
Justin Atkinson
2
6/7 3/5 4/4 2/2
Inken Braunschmidt 7/7 5/5 4/4 2/2
Kash Pandya 7/7 5/5 4/4 2/2
Claire Hawkings 7/7 5/5 4/4 2/2
Shian Jastram
3
6/6 4/4 2/2 1/2
Former Directors and Non-Executive Directors
Aedamar Comiskey
4
2/4 3/3 2/4 1/1
1. There were four ad-hoc Audit Committee meetings held in 2024 with respect to the Annual Report and Accounts.
2. Justin was unable to attend two Audit and Risk Committee meetings due to an unavoidable and unexpected
health issue.
3. Shian Jastram was appointed on 1 March 2024.
4. Aedamar Comiskey stepped down from the Board following the Company’s AGM on 30 May 2024.
The role of the
Chairman
The role of the Chairman and the Chief Executive are separate.
The Chairman has overall responsibility for the leadership of
the Board and its effectiveness in directing the Group.
Senior Independent
Director
Provides a sounding board to the Chair, meets with Directors to
review the Chair’s performance and shares this feedback and
serves as an intermediary with shareholders and Directors.
The role of the Non-
Executive Directors
Non-Executive Directors are expected to provide independent
oversight and constructive challenge and help develop
proposals on strategy.
Non-Executive
Director responsible
for Employee
Engagement
Responsible for representing the voice of colleagues in the
Boardroom and enabling the Board to understand employees’
experiences, concerns and perspectives in order to assess and
monitor culture.
Our Directors have collective
responsibility for the activities of the
Board. There is a clear division of
responsibilities between the Chairman
and the Chief Executive as required
under the Code. The responsibilities
of the Chairman, Chief Executive,
Chief Financial Officer and Senior
Independent Director and other
key roles, together with the matters
reserved and the terms of reference,
are set out on the website.
Board activity
Strategy
Finance
Operations
M&A
Diversity
Talent
Health & Safety
87
Strategic ReportOverview Governance Financial Statements
Board of Directors
Angus Cockburn
Independent Non-Executive
Chairman of the Board and
Nominations Committee
Appointment:
Angus was appointed Non-Executive Chairman
to the Board and the Nominations Committee in
May 2021.
Key strengths and experience:
• Extensive business leadership experience.
• Strong strategic and financial knowledge.
Angus joined from Serco Group plc, where he
was Group Chief Financial Officer, a position he
held since October 2014. Angus’s previous roles
have included Chief Financial Officer and Interim
Chief Executive of Aggreko plc, Managing
Director of Pringle of Scotland, and senior
finance positions at PepsiCo Inc.
He was also previously a Non-Executive
Director of Howdens Joinery Group plc, STS
Global Income and Growth Trust plc and GKN
plc. He is a chartered accountant with an MBA
from the IMD Business School in Switzerland
and is an Honorary Professor at the University
of Edinburgh and a member of the Institute of
Chartered Accountants of Scotland.
External appointments:
Senior Independent Non-Executive Director
of Ashtead Group plc; Non-Executive Director
of BAE Systems plc and Senior Non-Executive
Director of the privately-owned Edrington
Group Limited.
Jean Vernet
Chief Executive Officer
Appointment:
Jean joined the Group as Chief Executive Officer in
September 2022.
Key strengths and experience:
• Strong leadership skills.
• Clear strategic mindset.
• Significant financial experience.
• Commercial and business management.
Jean has considerable experience working in the
energy and technology sectors in both the UK
and around the world.
Most recently, Jean was Chief Executive Officer
of Smiths Group’s largest division, John Crane,
where he drove a highly effective growth
strategy in a business that operates in over
fifty countries. He has an engineering degree
and spent over a decade in various financial
and market-facing roles with energy services
business, Schlumberger. His experience also
includes five years as Chief Financial Officer
of Expro, the offshore energy services provider,
during which time he played a key role in its
successful turnaround.
External appointments:
None.
Karen Hayzen-
Smith
Chief Financial Officer
Appointment:
Karen was appointed to the Board as
Chief Financial Officer in December 2023.
Key strengths and experience:
• Significant financial leadership experience.
• Extensive global experience in the industrial,
defence and energy sectors.
Karen was the Director of Group Finance at
Johnson Matthey plc, a position she held from
January 2020 to November 2023 – including
the role of Interim Chief Financial Officer for six
months, in November 2020.
Karen’s previous roles also include Finance
Director for the Aviation sector of Babcock plc and
a variety of senior finance roles at Vodafone plc,
Hanson plc and Amec Foster Wheeler plc. Karen
began her career at Arthur Anderson. She is
a member of the Institute of the Chartered
Accountants of Scotland and the Chartered
Institute of Taxation.
External appointments:
Governor of Oxford Brookes University and Chair
of their Audit Committee.
Claire Hawkings
Independent Non-Executive
Director and Senior
Independent Director
Appointment:
Claire was appointed to the Board in January
2022. She was appointed Senior Independent
Director in November 2023.
Key strengths and experience:
• Significant experience in the energy sector.
• ESG/sustainability leadership and
management expertise.
• Experience of the development and delivery
of organisational strategies including business
process transformation, leadership succession
and diversity and inclusion.
• Extensive experience in portfolio management
and leading complex commercial transactions.
Claire is a Non-Executive Director and Chair of
the ESG Committee of Ibstock Plc.
Claire is also a Non-Executive Director and
Chair of the Responsible Business Committee
of FirstGroup plc, as well as a Non-Executive
Director of Defence Equipment and Support, a
bespoke trading entity and arm’s length body of
the Ministry of Defence. Claire has over thirty
years’ experience in the energy sector, where
she held a variety of international leadership
positions, most recently with Tullow Oil plc, and
prior to that with BG Group plc and British Gas
plc. Claire is a fellow of the Energy Institute and
Chapter Zero.
External appointments:
Non-Executive Director of Ibstock Plc, Defence
Equipment and Support and FirstGroup plc.
N
A
R
N
88
James Fisher and Sons plc Annual Report and Accounts 2024
Key
A
Audit and Risk Committee
R
Remuneration Committee
N
Nominations Committee
Chair of Committee
Member of Committee
Justin Atkinson
Independent Non-Executive
Director and Chair of the
Audit Committee
Inken Braunschmidt
Independent Non-Executive
Director and Chair of the
Remuneration Committee
Kash Pandya
Independent Non-Executive
Director and Non-Executive
Director for Employee
Engagement
Shian Jastram
Independent Non-Executive
Director
Appointment:
Justin was appointed to the Board in February
2018 and was appointed Chair of the Audit
Committee in May 2018.
Key strengths and experience:
• Significant operational and financial
experience through his previous and
current roles.
• Substantial experience on boards of listed
companies in both executive and non-
executive roles.
Justin was formerly Chief Executive Officer of
Keller Group plc between April 2004 and May
2015, having previously held the position of
Group Finance Director and Chief Operating
Officer. He was also previously a Non-Executive
Director of Kier Group plc and Sirius Real Estate
Ltd. Justin was a financial manager at Reuters
plc, and trained and qualified as a chartered
accountant at Deloitte Haskins & Sells.
External appointments:
Chairman of Forterra plc.
Appointment:
Inken was appointed to the Board in
March 2019. She was appointed Chair
of the Remuneration Committee in
November 2023.
Key strengths and experience:
• Strategic growth mindset.
• Significant global operational experience.
• Track record in innovation, technology, digital
transformation and management.
Inken was previously Chief Innovation and Digital
Officer and member of the Executive Board at
Halma plc.
Prior to joining Halma plc in 2017, Inken spent
thirteen years at RWE AG, the German energy
giant, and its renewables subsidiary innogy
SE, where she held various international
leadership roles focusing particularly on
strategy, innovation, digital transformation and
change management. Inken studied Innovation
& Technology at Kiel University and has a PhD in
Technology Management.
External appointments:
Committee Member of the Royal Academy
of Engineering, Non-Executive Director of Xaar
plc and TT Electronics plc.
Appointment:
Kash was appointed to the Board in November
2021. He was appointed as the Non-Executive
Director for Employee Engagement in January 2024.
Key strengths and experience:
• Considerable international leadership
experience.
• Strong knowledge of manufacturing and
service businesses.
Kash is Vice Chairman of the Supervisory Board
of Vantage Towers AG and Non-Executive
Director of TowerCo of Africa. Kash was formerly
Chief Executive Officer of Helios Towers plc
(HTWS), between August 2015 and April 2022,
and Non-Executive Deputy Chairman between
May 2022 and August 2022.
Kash was Chairman of Climate Impact Partners,
a world-leading voluntary carbon market group,
between January 2022 and December 2023.
Prior to joining HTWS, Kash spent eight years
on the board of Aggreko plc, with responsibility
for managing its European and International
businesses. Kash previously worked for various
engineering and manufacturing companies
in a number of senior roles, including Jaguar,
General Electric Company, Ford Motor Company,
Novar plc (then Caradon) plc, APW Limited and
Johnston Group.
External appointments:
Vice Chairman of Supervisory Board of Vantage
Towers AG and Board member of TowerCo
of Africa.
Appointment:
Shian was appointed an Independent
Non-Executive Director on 1 March 2024.
Key strengths and experience:
• Significant global operational and
transformational leadership.
• Renewables sector expertise, including
offshore wind and green hydrogen.
Shian worked in a variety of leadership positions
at Ørsted, one of the world’s leading renewable
energy companies, from 2006 to 2022. While
at Ørsted, she was inter alia Head of Operations
Excellence, Offshore Wind and Head of Business
& Market Development, Power-to-X, where
she led the global market scale-up of Ørsted’s
green hydrogen and renewable fuels business.
Shian has a degree in Law from the University
of Copenhagen and spent her early career in
M&A advisory.
External appointments:
None.
A
R
N
A
R
N
A
R
N
A
R
N
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Strategic ReportOverview Governance Financial Statements
Corporate governance report
Board focus in 2024 and principal activities including outlook for 2025
The key discussion topics during 2024 are set out below and we have indicated where the views of the key stakeholders were
considered. We also indicate the key priorities for 2025.
In addition to the key topics discussed below, at each meeting the Board receives reports from the Chief Executive on the performance
of the business, including a report on the progress of the health and safety initiatives, the Chief Financial Officer on financial
performance, the General Counsel on governance developments as well as a report from each of the Board Committees.
Strategy Progress in 2024 and 2025 priorities
Strategy and disposals to reduce
debt
Stakeholder considerations
Following the disposals of RMSpumptools and Martek Marine and the subsequent reduction of the
Group’s indebtedness in Q4 2024, the Board’s Strategy Day focused on the Five Year Plan for the
Group and future growth initiatives. In doing so, the Board emphasised the importance of ensuring
that the capital allocation framework is adhered to and in 2025 the growth intitatives are built on a
strong compliance programme, development of a talent pipeline and technology and innovation.
The Board reviewed progress of each Division against the strategic initiatives throughout the year
and received regular reports from each of the three Divisional Heads as to how they are executing
against the agreed strategic priorities.
The Board considered employees, shareholders and lenders when reviewing the disposals and the
impact on the Group’s future profitability metrics balanced against the level of reduction in debt/
equity ratio. The Five Year Plan has been balanced against views of employees, shareholders and
the environment.
Financial performance
Stakeholder considerations
The Board reviews the Group’s financial performance at each meeting and receives updates in the
months where there are no meetings. The full year and half year results are reviewed in March and
September each year and this includes consideration of the dividend.
The Annual Plan was reviewed in December and January to support the strategic review in October.
During 2024 the Board was focused on reducing the Group’s financial debt and considered two key
disposals of RMSpumptools and Martek Marine, which contributed to the reduction in net debt. In
addition the Group agreed the terms of the Revolving Credit Facility. In taking these key decisions
all stakeholders were considered, particularly departing employees.
In 2025, the Board remains focused on driving margin improvements through a focused capital
allocation framework, self-help and supply chain efficiencies.
Key stakeholders considered in these decisions are shareholders, lenders, customers and
employees.
People and culture
Stakeholder considerations
People are key to the delivery of the Company Priorities which is why Pipeline of Talent remains one
of the key priorities for 2025 and engagement underpins everything we do.
During 2024, a new Chief Human Resources Officer joined the Group in July and the Board
received a report on her first impressions and her Five Year Plan, including developing talent
internally.
Kash Pandya, our designated Non-Executive Director responsible for gathering workforce
feedback, provided updates to the Remuneration Committee on his various interactions with
employees at numerous sites. The Board also reviewed the employee engagement scores and
were encouraged that 77 percent of the workforce had participated in the survey and employee
engagement had increased compared to 2023.
In 2025, a key priority will be driving and developing a talent pipeline and creating an inclusive
environment to drive better decision-making.
Employees are a key priority in the growth strategy and the development of a talent pipeline.
90
James Fisher and Sons plc Annual Report and Accounts 2024
Strategy Progress in 2024 and 2025 priorities
Health and safety
Stakeholder considerations
Exceptional Safety remains one of our Company Priorities for 2025 and underpins each decision the
Board makes, ensuring all our employees return home safely.
During 2024, the Board received an update at each Board meeting on the key H&S initiatives that
were carried out during 2024 including a review of the Safety Culture Survey, the introduction of the
new HSE governance and reporting tool Intelex and the various campaigns that have been launched
throughout the year, such as Line of Fire, to promote a safety-focused culture. They also receive a
report on key safety incidents from each Division.
Exceptional Safety remains the number one Company Priority for 2025, for our customers,
employees and the wider communities in which we operate.
Shareholder engagement
Stakeholder considerations
The Board engaged with its key institutional shareholders throughout 2024 through the full year and
half year results presentations and various trading updates. Our AGM is well attended each year by
our retail shareholders and in 2024 they received a presentation on the bubble curtain technology.
In addition the Remuneration Committee Chair engaged with all the major shareholders on the
review of the Remuneration Policy in early 2024 ahead of the AGM.
In 2025 as the Group moves towards a sustainable growth platform, an investor relations
programme of events will be developed to engage with major shareholders.
All shareholders, both institutional and retail, were considered when reviewing the results and
preparing for the AGM.
Governance and risk
management
Stakeholder considerations
The Board recognises the importance of good governance for all its stakeholders when considering
its strategic priorities.
During 2024 the Company embarked on promoting new policies within its Compliance Programme.
In 2024, training for all employees on the Anti-Bribery and Corruption and Whistleblowing Policies
took place and almost 90 percent of employees have been trained. In addition the Audit and Risk
Committee reviewed key risks within the Group and oversaw the development of the new risk
appetite framework.
In 2025, the focus will be on launching a new Code of Conduct for all employees, and discussing
the risk appetite at the Board. This investment will help to simplify the business interactions
with customers and suppliers and seek to ensure a robust governance framework promotes the
long-term viability of the Company. Employees, customers and shareholders were considered in
reviewing the Compliance Programme.
91
Strategic ReportOverview Governance Financial Statements
Corporate governance report continued
During 2024, BDO continued to support
the Group with a comprehensive internal
controls enhancement programme.
This programme of activity will
continue throughout 2025 and focus
on Divisional non-financial controls.
More information on this, as well as
the internal controls environment more
generally, can be found in the Audit and
Risk Committee report on pages 97 to 101.
As part of its internal control procedures,
the Group maintains policies and
processes for whistleblowing, anti-bribery
and corruption and to uphold its zero-
tolerance approach to any form of modern
slavery. More information in relation to
those policies is included in the Principal
Risks and Uncertainties section of the
Strategic Report on page 81 and in the
non-financial information
statement on pages 80 and 81.
The Board has also carried out a robust
assessment of the principal risks facing
the Group, including those that would
threaten its business model, future
performance, solvency or liquidity, and of
the Group’s emerging risks. An overview
of the Company’s risk management and
internal control systems is included in the
Principal Risks and uncertainties section
of the Strategic Report on pages 70 to 78.
Board composition
Details about the current composition
of the Board are set out in the biographies
of the Directors on pages 88 to 89.
Board diversity
Ensuring that the Board is appropriately
diverse across multiple areas is important
to achieving its strategic objectives
and in attracting and retaining talent.
See page 95 for further information.
Supported by the Nominations Committee,
the Chairman monitors the composition
of the Board to ensure it is made up of
the appropriate mix of skills, experience
and knowledge required to effectively
oversee and support the management of
the Group and the delivery of the strategy.
When considering candidates for the
Board, the Nominations Committee, on
behalf of the Board, takes into account
factors such as: professional experience,
skills, education, international and industry
knowledge, social-economic background,
sexual orientation, disability, age, ethnicity
and gender. The Nominations Committee
report on pages 94 to 96 sets out its
progress in this respect, along with an
example of the Nominations Committee’s
work in identifying a new Non-Executive
Director candidate on behalf of the Board.
Employee engagement
The Board understands the importance
of making visits to businesses in the
Group to engage with employees. These
visits enhance Non-Executive Directors’
knowledge of operations and strengthen
their individual contribution to Board debate.
The Board visited Belfast during 2024 and
Kash Pandya visited Aberdeen and met
with employees. In addition, Jean Vernet
regularly visits the Group’s operations
which is an opportunity to meet and
connect with a diverse group of employees.
The Board discussed the outcomes of
these visits, which assisted in identifying
areas of focus for the site visits scheduled
in 2025. The Division and Function Heads
continue to attend certain Board and
Committee meetings to discuss areas of
strategic focus and employee engagement.
An externally facilitated engagement
survey of all employees is conducted
annually and reviewed by the Board.
Governance, risk and
internal controls
The Board is responsible for determining
the nature and extent of the Company’s
principal risks and for ensuring that
the Company maintains sound risk
management and internal control procedures.
More information in relation to those principal
risks, the Group’s approach to mitigating
them, and the risk management and internal
control procedures within the Group are set out
in the Strategic report on pages 70 to 78.
The Audit and Risk Committee, on behalf
of the Board, monitors the Group’s
risk management and internal control
processes and reviews its effectiveness
on an ongoing basis. This is part of an
established process, in accordance
with the Code and the FRC’s associated
Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting, for the identification, evaluation
and management of the significant risks
facing the Group, which operates and is
reviewed throughout the year. During the
year, the Board confirmed that, although
the controls and risk management
systems were adequate, a programme
of improvements was agreed for 2025.
The Group’s Governance Framework is
described in more detail on pages 86 to
87. The Group’s internal control systems
are designed to provide the Board with
reasonable assurance as to the effective
and efficient operation of the Group in
accordance with the governance structures,
and to ensure the quality of internal
and external reporting and compliance
with all applicable laws and regulations.
Stakeholders
The stakeholder voice is brought into
the Boardroom throughout the annual
cycle through information provided
by the Executive Directors (as well
as representatives from the Group’s
Product Lines and Functions who are
invited to present to the Board), and
through regular updates from Directors
on their engagement activities with
the stakeholders themselves:
Chairman and the Executive Directors
on their discussions with investors.
• Company’s brokers on the feedback
received from investors.
• Executive Directors, Chief HR Officer
and designated Non-Executive
Director for Employee Engagement in
relation to employee engagement.
• Group CEO on feedback from customers.
• Senior Leadership Team on their
engagement with employees, customers,
suppliers and local communities.
• Group Sustainability Committee on
the Group’s approach to reducing
its environmental impacts.
On pages 68 and 69 of our Strategic
Report, we set out our principal
stakeholders, how we engage
with them, the issues important
to them and how we respond.
The relevance of each stakeholder group
may increase or decrease depending on
the matter or issue in question, so the
Board seeks to consider the needs and
priorities of each stakeholder group during
its discussions and as part of its decision-
making. On pages 90 and 91 we set out
how the Board has considered the interests
of stakeholders when discussing and
agreeing decisions on key matters in 2024.
92
James Fisher and Sons plc Annual Report and Accounts 2024
Board evaluation
The Board undertakes an annual
evaluation of the performance of the
Board, the Remuneration, Nominations
and Audit Committees, and the individual
Directors, including the Chairman,
against the framework of Board
effectiveness produced by the Financial
Reporting Council.
In 2024, an independent External Board
Evaluation was undertaken by Fidelio
Partners. They conducted a series of
interviews with each of the Directors,
including the Executive Directors,
following which they observed Board
and Committee meetings. The results of
the review were discussed with the Chair
and they presented their observations
and recommendations for action at a
Board meeting.
The Chairman’s performance review was
led by the Senior Independent Non-
Executive Director in consultation with the
other Directors. The performance of the
Executive Directors was reviewed by the
Chairman and Non-Executive Directors
with the Chief Executive’s review being
communicated by the Chairman.
The Chairman and the Executive Directors
reviewed the performance of each of the
other Non-Executive Directors. The Board
considers that each Director continues to
contribute effectively and to demonstrate
commitment to the role.
Board evaluation
Actions for 2025
Agenda planning and ensuring there
is time for reflection and discussion
on key matters.
Agreed action for 2025
A review of the annual agendas is
taking place to assess how the Board
spend their time, now the Group
has successfully deleveraged , to
allow more time for review after the
discussion of key topics.
The strategic items for discussion are
also being evaluated.
Actions for 2025
Improve the length and content of
Board papers.
Agreed action for 2025
A review is underway on the
quality of the Board papers and
Board reporting with more concise
Executive summaries.
Actions for 2025
Arrange more focused site visits.
Agreed action for 2025
The Board will increase the number
of site visits with employees in 2025.
Actions for 2025
Oversight of the outcomes from the
Strategy Day.
Agreed action for 2025
Develop a cadence of reporting to
the Board on the strategic priorities.
Actions for 2025
Training and development.
Agreed action for 2025
Review training needs to align with
the long-term growth opportunities
for example innovation and
technology.
Training and
development
Ongoing training and development for
Directors is available as appropriate and
is reviewed and agreed with the Chairman
annually. Specific and tailored updates
were provided by external advisers and
management to the Audit, Nominations and
Remuneration Committees. During the year
the Board also received reports from the
Group General Counsel on compliance, as
well as corporate governance and ESG-
related updates from external advisers.
The Board is confident that all its
members have the knowledge, ability,
and experience to perform the functions
required of a Director of a listed company.
Upon appointment to the Board, Directors
undertake an induction programme,
receiving a broad range of information
about the Group, tailored to their previous
experience. This includes information on
the Group businesses and their operational
performance, along with an overview of
Group strategy, corporate governance,
and Board procedures. The programme
also includes one-to-one meetings with all
Board and Executive Committee members,
as well as individual site visits to key Group
operating locations to understand the
business and meet management teams.
Assisted by the Company Secretary, the
Chairman has responsibility for these
induction programmes, and for the Board’s
training and professional development.
Action Progress in 2023/24
IR strategy and timing of Capital Markets
Day to be reviewed.
Board presentation relating to IR strategy
scheduled in 2024.
Continue improvements in ESG reporting. Presentation to the Board on ESG strategy
and reporting scheduled in 2024.
Improve the Annual Report and external
audit process.
Management’s 2023 Annual Report and
External Audit Preparation Plan presented to
the Audit Committee.
Formalise the timing of the circulation
of financial reports to the Board.
Financial reporting schedule under review
by management.
Improve below Board level succession
planning.
Nominations Committee review of Executive
Committee and senior leadership succession
planning process scheduled in 2024.
Actions from the 2023/24 Board evaluation are noted below and the material actions for
2025 are noted in the side panel.
93
Strategic ReportOverview Governance Financial Statements
Nominations Committee report
Board appointments and
succession planning
The Committee leads the process
for Board appointments and makes
recommendations to the Board within its
agreed terms of reference. Appointments
are made having regard to the balance
of skills, experience and knowledge of
current Directors as well as the diversity
of the Board in respect of multiple
characteristics, including gender, social
and ethnic backgrounds, cognitive and
personal strengths. The Committee
adopts a formal, rigorous, and transparent
procedure for the appointment of new
Directors to the Board, working with
independent executive search consultants.
Both appointments and succession plans
are based on merit and objective criteria.
During 2024, the Committee sought
support from specialist executive search
consultant Korn Ferry who assisted with
the appointment of Shian Jastram and was
instructed to search for Non-Executive
Director candidates with global industry
knowledge, particularly in renewables
and offshore wind. Korn Ferry have no
connection with the Company (other than
assisting with recruitment), nor with any
individual Director.
The Committee reviews the leadership
and succession needs of the Company
and ensures that appropriate
procedures are in place for selecting,
nominating, onboarding, training and
evaluating Directors.
Overall, our objective is to ensure that the
Board has Directors with a broad range of
knowledge, skills and experience to ensure
the team works together effectively in
discharging its responsibilities, including
in relation to corporate governance. We
recognise the benefits of a diverse Board
and senior leadership team, including
diversity of skills, sector experience,
background, gender, and ethnicity.
2024 in review
During 2024, the following Board
membership changes were considered by
the Committee:
• On 1 March 2024, Shian Jastram joined
the Board as an Independent Non-
Executive Director. She brings a wealth
of invaluable international experience
to the Board in operational and
transformational leadership roles in the
renewables sector, including offshore
wind and green hydrogen.
• On 30 May 2024, Aedamar Comisky
stepped down from the Board.
The Committee keeps under regular
review Board succession planning. During
the year, the Chief HR Officer briefed the
Committee on the Group’s talent review
and actions undertaken in relation to the
Group’s senior leaders to ensure a diverse
pipeline and effective succession planning
for the Board and Executive Committee.
Director induction,
training and development
As Chairman, I am responsible for the
formal induction of all new Directors,
assisted by the Company Secretary.
Each new Director is provided with the
necessary background materials to
familiarise themselves with the Group, and
meetings are arranged with other members
of the Board, Executive Committee
members, senior leadership and the
Company’s external advisers.
Site visits to businesses around the
Group are arranged to provide a deeper
understanding of the Group’s operations,
risks and strategic priorities. A detailed
induction programme was undertaken by
Shian Jastram, which includes training
from the Company’s external legal advisers
on Directors’ responsibilities, the Corporate
Governance Code and Market Abuse
Regulation, as well as in-person site visits
and management meetings at the Group’s
key sites.
Assisted by the Company Secretary, I am
also responsible for the Board’s training
and professional development. Directors
were provided with presentations during
2024 on developments in corporate
governance and financial reporting and
the new UKLA Listing Rules. Directors
will continue to receive regular training
updates from appropriate internal and
external specialists on governance and
risk issues, and on financial and reporting
standards. In addition, Directors are
fully aware of their own responsibility
for identifying and satisfying their own
specific training requirements. In 2024, the
Board held a site visit to Belfast, and had
management and employee engagement
meetings, in order to deepen the Board’s
understanding of the operations of the
Group’s businesses and teams.
Membership Since
Angus Cockburn (Chair) 2021
Aedamar Comiskey (until 30 May 2024) 2014
Justin Atkinson 2018
Inken Braunschmidt 2019
Kash Pandya 2021
Claire Hawkings 2022
Shian Jastram (from 1 March 2024) 2024
Key objectives
Reviewing the composition of the Board and succession planning.
Key responsibilities:
• To regularly review the structure, size and composition of the Board (including skills,
knowledge, independence and experience) and recommend any changes.
• Succession planning for Directors and senior executives of both the Company and the
operating businesses, taking into account the challenges and opportunities facing the
Company and the skills and expertise therefore needed in the future.
• Identifying and nominating candidates for Director positions, for approval by the Board.
94
James Fisher and Sons plc Annual Report and Accounts 2024
Board composition and
time commitment
There were eight Directors on the Board
as at 31 December 2024, comprising the
Non-Executive Chairman, Chief Executive
Officer, Chief Financial Officer and five
Independent Non-Executive Directors.
The names and biographical details of
the members of the Board are set out on
pages 88 to 89. During the year Inken, was
appointed a non-executive of Xaar plc and
TT electronics plc. The Board reviewed the
appointments and considered that these
roles would not have an undue impact on
the time she spends dedicted to the Group.
The Board judged the Non-Executive
Chairman to be independent at the time of
his appointment and the Board considers
all other Non-Executive Directors to be
independent under the terms of the Code.
Directors standing
for re-election
The Committee discussed and unanimously
recommended that each of the Directors
should be put forward for election or re-
election by the shareholders at the AGM
scheduled for 30 May 2024. In making
this recommendation the Committee
members (with each Committee member
recusing themselves from the discussion
and recommendation in relation to their
own re-election) have evaluated each
Director in terms of their performance, their
commitment to the role and their capacity
to discharge their responsibilities in an
effective manner given their other time
commitments and responsibilities.
Board evaluation
The Board carries out a Board and
Committee evaluation each year, and
for 2024, the Board appointed Fidelio to
undertake an external evaluation. Fidelio
has no other connection to the Company or
any individual Director. The results of the
2024 evaluation and resulting actions are
set out in the graphic on page 93.
Following the evaluation, the Committee
believes the Board functions effectively
and efficiently, and is appropriate for
a Group of its size. The Committee
considers that each Director demonstrates
the knowledge, ability and experience
required to perform the functions of a
director of a listed company and is of
the calibre necessary to support and
develop the Company’s long-term strategy
and success.
The Committee also considers that no
individual or small group of individuals
dominates discussions or the decision-
making process. With these findings in
mind, it is not expected that the Board
evaluation will influence Board composition
in the short term.
Diversity and inclusion
James Fisher recognises the importance of
diversity of thought, skills and experience
in the effective functioning of the Board,
its Committees and the wider organisation.
This diversity may arise from any number
of sources, including differences in
age, gender, ethnicity, disability, sexual
orientation, cultural background and
religious belief.
The Board’s intention is to maintain
diversity in all its senses in its own
constitution, and to encourage the
same throughout the organisation. The
Board Diversity Policy is a policy which
acknowledges the importance of diversity
and includes an explicit requirement to take
into account diversity when considering
appointments to the Board.
The Board and its Committees are
committed to ensuring that all have an
equal chance of developing their careers
within our Group.
The promotion of a diverse and inclusive
workplace by recruiting where we work,
enforcing pay parity, and celebrating
the uniqueness of individuals and their
communities is one of the key foundations
of the Group’s Sustainability Policy. During
the year, the Board and the Committee
have discussed with the Chief HR Officer
the progress made on implementing
initiatives to promote diversity and
inclusion throughout the Group. More
detail on the progress of those initiatives
can be found on page 44.
There has been progress in increasing the
international and gender diversity of the
Group’s senior management group, but the
Company is aware that more needs to be
done to improve the gender and ethnic mix
in the leadership population. The Board
supports the aims of the FTSE Women
Leaders and Parker Reviews and is mindful
of the targets specified by recent updates
to the UK Listing Rules. The data required
by UK Listing Rule 9.8.6 as at 31 December
2024 is set out in the table on page 96.
The data is collated by the Group’s HR
function and confirmation provided
by the Board and Executive Team. As
demonstrated below, as at 31 December
2024, the Company met all three of the
Board-level targets set by the UK Listing
Rules:
• More than 40 percent of the Board were
women (50 percent).
• Two of the four senior positions on
the Board were held by women
(CFO and SID).
• One of the Directors was from an ethnic
minority background.
The Chief Executive Officer chairs an
Executive Committee of nine people, with
women representing 33 percent of the
Executive Committee as at 31 December
2024. Apart from creating a forum to bring
together a range of specialist skills and
experience it also acts as a platform for our
succession strategy into the future.
2025 priorities
The Committee’s priorities for 2025 are:
• Considering the key skills, experience
and requirements for succession
planning for the Board.
• Reviewing the succession planning
and talent pipeline for the Executive
Committee and senior leadership
positions.
• Accelerating the Group’s progress
towards increasing the relative diversity
in senior management positions.
• Conducting an internal Board evaluation.
Angus Cockburn
Chair of the Nominations
Committee
19 March 2025
The Committee’s terms of reference are
available on the Group’s website.
The Committee meets at least three
times a year.
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Strategic ReportOverview Governance Financial Statements
Nominations Committee report continued
Diversity and inclusion continued
In accordance with the Listing Rules 9.8(R)(10) as at 31 December 2024, the numerical data on the gender identity and ethnic
background of our Board and Group Executive is as follows:
Gender representation of the Board and Executive Management
as at 31 December 2024
Number
of Board
Members
Percentage of
the Board
Number
of senior
positions on
the Board *
Number
in executive
management
**
Percentage
of executive
management
Men 4 50% 2 7 70%
Women 4 50% 2 3 30%
Not specified/prefer not to say – – – – –
Ethnic background of the Board and Executive Management
as at 31 December 2024
Number
of Board
Members
Percentage of
the Board
Number
of senior
positions on
the Board*
Number
in executive
management
**
Percentage
of executive
management
White British or other White (including minority-white groups) 7 88% 4 10 100%
Mixed/Multiple Ethnic Groups – – – – –
Asian/Asian British 1 12% – – –
Black African/Caribbean/
Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/ prefer not to say – – – – –
*Senior positions on the Board refer to the Chair, Chief Executive, Chief Financial Officer and Senior Independent Director.
** Executive Management comprises the Group Executive Committee only and not the Company Secretary.
Board ethnicity representation Board nationality
Asian or Asian British English USA
White British or other White European
British
96
James Fisher and Sons plc Annual Report and Accounts 2024
Audit and Risk Committee report
Dear Shareholders
I am pleased to present the Audit and Risk
Committee report for the year ended 31
December 2024 providing an overview
of the Committee’s role in overseeing
and monitoring financial reporting, risk
management and internal controls. This
report seeks to focus on specific aspects
considered by the Committee during the
year and aims to provide assurance to our
shareholders. As Chair of the Committee,
I am responsible for ensuring that the
Committee fulfils its duties rigorously
and effectively.
In March 2024, the Committee changed
its name from the Audit Committee to the
Audit and Risk Committee to accurately
reflect its oversight of risk management
activities in the Group and subsequently
reviewed its forward agenda to ensure that
the cadence and review of risk activities on
the agenda was appropriate.
The Committee remains focused on
ensuring compliance with the UK
Corporate Governance Code 2018 (the
Code) while assessing management’s
plans to meet evolving requirements
following the FRC’s publication of the 2024
UK Corporate Governance Code (2024
Code), which took effect on 1 January
2025. A key change in the 2024 Code is
the requirement for the Board to include
a declaration in the Annual Report and
Accounts, detailing how it has reviewed
the effectiveness of the Company’s
risk management and internal controls
framework, along with its conclusions.
This new requirement will apply to the
Group for the financial year ending 31
December 2026.
Throughout the year, the Committee has
been monitoring progress of the internal
controls enhancement initiative, which
commenced in 2022, receiving regular
updates from management and our
programme partner, BDO.
Significant progress has been made this
year, including the embedding of material
controls, strengthening internal teams,
and implementing a governance, risk
and compliance system. Management
has developed a detailed plan to
ensure readiness for the 2024 Code’s
requirements, which the Committee
has reviewed.
Following the completion of the 2023
Annual Report and Accounts, the
Committee reviewed the reporting process,
including the associated external audit,
through a detailed feedback exercise that
captured comments from key components
of the Group as well as KPMG. Although the
Committee is satisfied that management
have sufficiently addressed the actions
arising from that review, further initiatives
have been identified to enhance the
process for the next year.
Of particular importance is the
requirement to ensure that the Group’s
financial reporting is fair, balanced and
understandable. We therefore review all the
Group’s financial reports before publication,
including where necessary alternative
performance measures, and we are
satisfied that they provide a fair, balanced
and understandable assessment of the
Group’s position and performance.
I am satisfied that the Audit and Risk
Committee is properly constituted with
written terms of reference (available on the
website) and is provided with good quality
information to allow proper consideration to
be given to topics under review. I am also
satisfied that meetings are scheduled to
allow sufficient time for discussion and to
ensure that all matters are considered fully.
Committee composition
and operation
As reported last year, we welcomed Shian
Jastram as a member of the Committeeon
1 March and Aedamar Comiskey retired as
a Non-Executive Director and member of
the Committee on 30 May 2024.
The Audit and Risk Committee met nine
times during the year, with meetings
scheduled to align with the Company’s
external financial reporting obligations.
Additional meetings were held in 2024,
primarily due to business divestment
activities and their associated impact
on the external audit. Details of the
attendance of individual Directors can
be found on page 87.
Membership Since
Justin Atkinson, Chair 2018
Aedamar Comiskey (until 30 May 2024) 2014
Inken Braunschmidt 2019
Kash Pandya 2021
Claire Hawkings 2022
Shian Jastram (from 1 March 2024) 2024
Key objectives
The Audit and Risk Committee (the Committee) monitors the completeness and reliability
of assurances regarding governance, risk management, the control environment, and the
integrity of the Group’s reporting process and financial management.
Key responsibilities:
• Overseeing the accounting principles, policies, and practices adopted in the
Group’s accounts.
• Reviewing external financial reporting and related announcements.
• Managing the appointment, independence, effectiveness, and remuneration
of the Group’s external auditor, including the policy on awarding non-
audit services.
• Initiating and overseeing a competitive tender process for the external audit
when required.
• Assessing the resourcing, plans, and effectiveness of Internal Audit.
• Reviewing the Group’s internal control and risk management systems.
• On behalf of the Board, evaluating risk assessments and considering emerging
risks.
• Establishing and overseeing fraud prevention measures.
• Advising the Board on whether the Annual Report and Accounts, taken as a whole, is
fair, balanced, and understandable, and provides shareholders with the necessary
information to assess the Company’s position, performance, business model,
and strategy.
The Committee holds a minimum of three scheduled meetings annually.
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Audit and Risk Committee report continued
The Audit Committee meetings are
attended by Committee members, the
Company Chairman, Chief Executive
Officer, Chief Financial Officer, Group
General Counsel, Company Secretary,
and Group Financial Controller, along with
representatives from the external and
internal auditors.
At each scheduled meeting, the Audit and
Risk Committee provides an opportunity
for private discussions with both the
external and internal auditors. Additionally,
the Chair has regular discussions with the
reporting partner from the external auditor,
KPMG, and the relevant partner from the
internal auditor, PwC, to discuss matters
related to the Group.
The Board is satisfied that as Chair
of the Audit and Risk Committee, I
have significant and relevant financial
experience, being a chartered accountant
who formerly served as finance director
of a FTSE listed company. I have been
attending audit committee meetings for 25
years and have chaired three other FTSE
listed company audit committees. The
members of the Audit and Risk Committee
collectively have broad financial,
commercial, professional, and technical
experience and are considered to have
competence relevant to the sectors in
which the Group operates.
Whilst each Non-Executive Director(NED)
will largely manage their own continuing
development, the Audit and Risk
Committee receives technical and
governance updates throughout the year
from the external auditor and external
advisers and NEDs may request additional
information, as required.
Details of the Audit and Risk Committee’s
specific responsibilities and how it
exercises those responsibilities are
set out in the remainder of this report.
The performance of the Audit and Risk
Committee (alongside the Board and
the other Committees) was externally
evaluated during the year. The results
of this review provided assurance that
the Committee discharges its duties and
responsibilities in accordance with its
terms of reference.
Matters of particular
focus for the Committee
during the year
Financial and narrative reporting
• Review of the half year and full year
financial statements and results
announcements, including investor
presentations.
• Evaluation of key accounting judgements
and estimates.
• Review of management’s consideration
of various FRC thematic reviews and
financial reporting guidance.
• Review of the going concern and
viability statements and evaluation of
the underpinning financial plans and
assumptions.
• Review of the Annual Report and
Accounts, ensuring it is fair, balanced,
and understandable.
External audit
• Assessing the external audit plan and
strategy.
• Receiving updates from external auditors
on audit progress.
• Reviewing the external auditor’s report
for the half year and full year results.
• Evaluating the effectiveness of the
external auditor, including consideration
of the FRC’s Audit Quality Review
findings.
• Approving the fee of the external auditor.
Internal Controls and Risk
Management
• Receiving updates on progress in
enhancing the Group’s risk management
framework including in-depth reviews of
selected principal risks.
• Reviewing updates on the internal
controls enhancement programme and
its alignment with the risk management
framework.
• Assessing the Group’s principal and
emerging risks.
• Challenging management to address
internal control issues identifed through
internal audit reviews.
Internal audit
• Approving the internal audit plan
• Reviewing internal audit reports on
progress and activities in line with the
audit plan.
• Evaluating PwC’s effectiveness as the
internal auditor.
Fair, balanced, and
understandable
In assessing whether the Annual
Report and Accounts is fair, balanced,
and understandable and provides the
necessary information for shareholders
to evaluate the Company’s performance,
strategy, and business model, the
Committee has considered its own
knowledge of the Group, its markets,
strategy, and performance throughout
the year. Additionally, the Board has
reviewed the content of the Annual
Report and Accounts, other periodic
financial statements, and announcements,
alongside the recommendation from the
Audit and Risk Committee.
Key considerations of the Audit and
Risk Committee have included ensuring
consistency between the financial
statements and the narrative in the front
half of the Annual Report and Accounts.
The Committee also focused on achieving
an appropriate balance in reporting both
weaknesses, challenges, and difficulties
(particularly concerning the Group’s
principal risks and uncertainties, as
outlined on pages 72 to 78), alongside
successes, in an open and transparent
manner.
Financial reporting,
significant issues and
accounting judgements
Acting independently from management
is a fundamental element of the Audit
and Risk Committee’s role, ensuring
that shareholders’ interests are properly
protected in relation to financial reporting.
When preparing the accounts, certain
areas require management to exercise
judgement or make estimates. The
Committee evaluates whether these
judgements and estimates are reasonable
and appropriate. In doing so, it also reviews
the clarity of disclosures, compliance
with financial reporting standards, and
adherence to relevant financial and
governance reporting requirements,
while considering the views of the
external auditor.
The Group’s key accounting judgements,
as discussed and challenged by the
Committee, are set out in the table below
and on page 151.
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James Fisher and Sons plc Annual Report and Accounts 2024
Significant area Work undertaken/outcome
Impairment of goodwill
Key judgements are made in determining the
appropriate level of Cash Generating Unit (CGU)
for the Group’s impairment analysis. Key estimates
are also made regarding the assumptions used in
calculating the discounted cash flow projections
to value the CGUs containing goodwill. These key
assumptions include management’s estimates of
budgets and plans, as well as the discount rates
and long-term growth rates applied to each CGU.
We reviewed a report from management outlining the methodology used,
the assumptions made, and any significant changes compared to prior years.
The budget underpinning management’s analysis was reviewed, including an
assessment of associated risks and opportunities.
We challenged management on the rationale behind key assumptions and
sensitivities, such as discount rates and growth rates, used in determining the
discounted cash flows, ensuring their reasonableness. Impairment reviews were
a key focus for KPMG, who reported their findings to us.
We concluded that management’s key assumptions and disclosures are
reasonable and appropriate.
RMSpumptools disposal
Judgement was applied in assessing whether
RMSpumptools should be disclosed within
continuing or discontinued operations. This
assessment required judgement due to the
business’s overall financial contribution to
the Group.
We reviewed a report from management assessing the business’s activities
against the technical criteria for classification as a discontinued operation.
Following discussions with management on the various criteria, we concluded
that reporting RMSpumptools within continuing operations was appropriate, as
it did not meet the definition of a major line of business. We were satisfied with
the clarity of the disclosures, which clearly outlined the business’s contribution
during the year. This was also a key area of focus for KPMG, who reported their
findings to us.
Retirement benefits obligations
Key estimates are made in relation to the
assumptions used to value retirement benefit
obligations under Shore staff, MNOPF and MNRPF
pension schemes, including the mortality rate,
discount rate and inflation. The key assumptions
are based on recommendations from independent
qualified actuaries.
We reviewed a report from management summarising the key assumptions
used to value the three retirement benefit plans. These assumptions were
informed by input from independent qualified actuaries and assessed by KPMG
for reasonableness.
We concluded that the assumptions, accounting treatment, and associated
disclosures were appropriate for the Group’s retirement benefit obligations.
Provisions and contingent liabilities
Consideration is given to determining provisions in
the accounts for disputes and claims that arise from
time to time in the ordinary course of business,
as well as to determining appropriate disclosures
for alternative performance measures and
contingent liabilities.
We received a report from management outlining information on disputes and
claims, including their accounting and disclosure implications, which were
subject to challenge and discussion. Claims, uncertainties, and other provisions
were a key area of focus for KPMG, who reported their findings to us.
We concurred with management’s conclusions regarding provisioning and
contingent liability disclosures.
Vessel lease term
Judgement is applied in determining the length of
certain vessel leases, particularly when assessing
the reasonable certainty of exercising termination
or extension options.
We received a report from management assessing all relevant facts and
circumstances, including an evaluation of economic indicators and managements
control related to lease termination options. One lease with a four year term was
determined to have a termination option exercised within two years, and we were
satisfied with management’s assessment in reaching that conclusion. This was
also a key area of focus for KPMG, who reported their findings to us.
Going concern and viability statement
Consideration is given to the appropriateness
of disclosures, particularly in relation to the
severe but plausible scenario in the going
concern assessment.
The Committee received reports and analysis prepared by management,
incorporating the external auditor’s review and observations. These included
key assumptions used in the sensitivities applied to determine the severe but
plausible scenario, as well as the results from reverse testing. The Committee
also considered the disclosures relating to the outcome of this stress assessment.
The Committee also reviewed the long-term viability of the Group which included
assessing risks, the current funding model and stressed scenarios.
The Going Concern and Viability periods were reviewed, considering the impact
of the refinancing completed during the year.
The Committee is satisfied that the going concern basis of preparation remains
appropriate for the financial statements and that sufficient disclosures have been
provided regarding the severe but plausible scenario. The Committee is also
satisfied that the Group is able to meet liabilities over at least three years, which
is an appropriate timeframe for assessing viability of the Group.
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Audit and Risk Committee report continued
Risk management and
internal controls
The Board has overall responsibility for
the Group’s risk management and internal
control systems, including financial,
operational and compliance controls.
The Audit and Risk Committee operates
on behalf of the Board, actively challenges
the Group’s risk management and
internal control systems, conducting
in-depth reviews, and overseeing the
work of internal and external auditors. A
more detailed summary of the Group’s
risk management and internal control
systems is set out in the principal risks
and uncertainties section of the Strategic
Report on pages 70 to 71.
The Audit and Risk Committee receives
reports on internal control deficiencies,
primarily identified through internal audits
and the internal controls enhancement
programme. The external audit continues
to highlight the informal nature of many
of the Group’s controls and, during the
year, identified control deficiencies along
with recommendations for improvement.
The Committee reviews all such reports
with both internal and external auditors
and holds relevant management teams
accountable to ensure appropriate
and timely actions are identified and
implemented.
Control deficiencies are graded, and an
action plan with associated timeframes is
agreed upon with the relevant management
team. Progress against each plan is
reported to the Committee on an ongoing
basis until the actions are fully completed.
Progress on the internal controls
enhancement programme and the roadmap
to achieving regulatory compliance has
been a key area of focus during the year.
In addition to receiving reports from the
Head of Group Internal Controls and Risk,
as well as the Group’s programme partner,
BDO, accountable individuals within the
Divisions have also provided updates on
their progress and plans.
Anti-bribery and corruption
We have an established Anti-Bribery
and Corruption Policy aimed at ensuring
adherence to the associated legal and
regulatory requirements. The policy
includes sections governing the following:
• Group’s zero-tolerance approach to
payment of bribes.
• Reasonableness and proportionality of
offering or receipt of gifts or hospitality.
• Appointment and management of third
parties who are engaged to assist with
our sales and marketing activities,
including approval via procedures
which include appropriate internal and
external due diligence using web-based
tools provided by Control Risks (the
international risk consultancy).
• The Group conducts robust due
diligence on its agent and joint venture
relationships prior to engagement, and
requires them to comply with the Group’s
policy and relevant law. The Board
receives reports on agent and joint
venture relationships twice a year.
• Group’s prevention of facilitation
payments.
During 2024, the Group refreshed its Anti-
Bribery and Corruption Policy and ethics
code of conduct. A training programme
was initiated on the new policy and Code
of Conduct and almost 90 percent of the
Group’s employees had received training
on the Anti-Bribery and Corruption
Policy by year end. This training is now
embedded as part of the employee
induction programme.
External audit performance
The Audit and Risk Committee recognises
that the quality of an audit is of paramount
importance. The Committee continually
assesses the performance of the external
auditor, KPMG, starting from the initial
planning stage where the audit plan,
proposed strategy, approach, objectives,
significant risk areas, and other areas of
focus are discussed, drawing on input
from the Group’s senior management,
and continuing through to the conclusion
of the audit.
Annually, the Audit Committee conducts
a formal assessment of the external
auditor’s performance based on its own
experience and that of the Group’s senior
management. The assessment considers
the relationship between the external
auditor and the Group, the external
auditor’s knowledge of the Group’s
business, its capabilities, the planning
and execution of the external audit, fees,
and independence. The results of this
review were considered by the Audit
Committee and discussed with KPMG,
with the main areas of focus identified as
planning, the effectiveness of the interim
audit, the timeliness of resolving certain
judgemental matters, and communication.
KPMG’s audit of the Annual Report and
Accounts 2023 was subject to the FRC
Audit Quality Review. The Committee
reviewed the outcome of the review and
was pleased to note that KPMG received a
rating of ‘Good,’ indicating that no areas for
improvement were identified.
The Committee is therefore satisfied
that KPMG provided an effective audit
and maintained their independence and
objectivity. KPMG is recommended for
re-appointment at the Company’s
forthcoming AGM.
Significant area Work undertaken/outcome
Alternative Performance Measures (APM) and
adjusting items
Consideration is given to the appropriateness
of classifying certain items as adjusting or
non-underlying, in relation to the inclusion of
Alternative Performance Measures (APMs) and the
associated disclosures.
The Committee carefully considered the judgements applied in disclosing
APMs and adjusting items, as outlined in Note 5 of the financial statements.
Adjusting items include impairment charges, refinancing costs, restructuring
costs, and other non-recurring expenses incurred outside the normal course
of business. The Committee sought to ensure that the treatment adhered to
consistent principles and internal policies and that the disclosures were clear and
understandable. The rationale for presenting certain costs as non-underlying
was also subject to challenge.
The Committee concluded that management had appropriately classified costs
within adjusting items in arriving at underlying measures.
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James Fisher and Sons plc Annual Report and Accounts 2024
ESG reporting
The ESG reporting environment
continues to be a significant area of
regulatory development. The Audit and
Risk Committee reviewed a report from
management discussing the various
reporting frameworks the Group is required
to comply with, as well as a roadmap
of upcoming regulatory changes. The
Committee was satisfied that the Group
remained compliant with mandatory
frameworks but acknowledged that actions
are required to improve the management
of non-financial data.
Conclusion
The Audit and Risk Committee has
written terms of reference, operates in an
open manner and has clear and concise
channels of communication with the Board.
Should any investor feel it necessary I
will make myself available to meet with
them to discuss any matters under this
Committee’s remit. I will also be available
to answer any questions at the AGM.
Justin Atkinson
Chair of the Audit and Risk
Committee
19 March 2025
External auditor
appointment and fee
KPMG were first appointed to audit the
Company in 2008. They were re-appointed
external auditor of the Company in 2017,
following a competitive tender process and
will reach the maximum permitted tenure of
20 years by the end of December 2027.
Andrew Campbell-Orde served as the lead
audit partner until his retirement following
completion of the Group’s interim results.
Christopher Hearn shadowed the interim
review and was then appointed as the lead
partner for the full year 2024 external audit.
Given the impending maximum permitted
tenure period, the Committee will assess
an appropriate time to initiate a full tender
process, ensuring sufficient time before
KPMG’s maximum permitted tenure expires.
Details of the external auditor’s
remuneration for 2024 are set out in
Note 8 on page 163. The audit
fee for 2024 has decreased compared
to 2023, predominantly due to divestments
and improvements implemented by
management. However, given the general
market trend, the audit fee remains high
relative to the size and complexity of
the Group.
The Company has complied throughout
the financial year under review, and
up to the date of this report, with the
provisions of the Statutory Audit Services
for Large Companies Market Investigation
(Mandatory Use of Competitive Tender
Processes and Audit Committee
Responsibilities) Order 2014.
External auditor
independence and
objectivity
The Audit and Risk Committee
acknowledges that certain non-prohibited
work is best undertaken by the external
auditor. To safeguard the external
auditor’s objectivity and independence the
Committee has a policy on engaging the
external auditor for non-audit services.
This policy includes a requirement for
approval by the Committee Chair if the
permitted services exceed a threshold of
£20,000 or for the Committtee’s approval if
the permitted services exceed a threshold
of £100,000.
The Committee reviews the policy annually
and recommends it to the Board for
approval. In accordance with relevant Audit
Regulations and standards published by
the FRC, the Committee has not engaged
the external auditor on matters restricted
by those Regulations and standards.
Fees for permitted work (including the
Interim Statement) have been approved by
the Committee. KPMG were not instructed
to carry out any prohibited non-audit
services during 2024.
During the year, KPMG provided non-audit
services to the Group in respect of the
interim statement for the period ended 30
June 2024. KPMG also provided services
related to the disposal of RMSpumptools,
although the work carried out did not result
in any material judgements in the financial
statements. The fees associated for these
services were approved by the Audit and
Risk Committee.
The Committee is therefore satisfied that
KPMG have remained independent and
objective.
Internal audit
The Audit and Risk Committee is
responsible for receiving the work carried
out by the internal audit function, which
considers, reviews and reports on key
commercial, financial and control risks
across the Group. The internal audit
function undertakes its work in accordance
with an annual programme approved by
the Audit and Risk Committee. The scope
of each internal audit review is agreed
upon by the Committee in consultation with
the internal auditor to ensure that key areas
for each business are addressed.
In total, 13 internal audits were undertaken
in 2024 (2023: 11). Reports relating to
the internal audits were presented to the
Committee for review, shared with senior
management for action, and provided
to the external auditor for information.
The actions identified by the Internal
Audit Function were followed up with
management to ensure appropriate actions
were taken to mitigate the associated risks.
Senior management has continued to focus
on improving the control environment
through the timely closure of audit actions.
The effectiveness of the Group’s Internal
Audit Function is continually reviewed
including through an annual formal review
undertaken by the Committee, with
feedback from Group businesses and
functions that have been subject to internal
audit during the year.
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Directors’ remuneration report
Annual statement
Introduction by Inken
Braunschmidt, Chair
of the Remuneration
Committee
On behalf of the Board and the
Remuneration Committee (the Committee),
I am pleased to present the Directors’
Remuneration Report for the year ended
31 December 2024.
As usual, this report is comprised of two
parts, namely:
Part 1 – Remuneration Policy Report. This
summarises the Directors’ Remuneration
Policy that was approved by shareholders
at the 2024 AGM; and
Part 2 – Annual Report on Remuneration.
This details payments and awards made
to the Directors, and the link between
Company performance and remuneration,
during 2024 and explains how we intend
the Remuneration Policy will operate for
2025. This part of the report will be put to
an advisory vote at the 2025 AGM.
Work of the Committee
during 2024
During 2024, the Committee undertook the
following main activities, having due regard
at all times to the broader performance
context and the experience of the Group’s
key stakeholders:
• Consulting with major shareholders on
the renewal of the Remuneration Policy
and its implementation in 2024.
• Assessing performance against
the targets set for the 2023 annual
bonus awards.
• Setting the targets for the 2024
annual bonus.
• Assessing performance against the
targets set for the 2021 LTIP awards and
determining vesting levels.
• Agreeing the award levels and
performance targets for the 2024
LTIP awards.
• reviewing the impact of disposals on in-
flight incentives; and
• Agreeing the Chairman’s fee.
In discharging its responsibilities, the
Committee seeks to ensure that its policy
and practices remain consistent with the
six factors set out in Provision 40 of the
2018 UK Corporate Governance Code:
• Clarity – The policy is understood
by our senior executive team and we
have sought to articulate it clearly and
transparently to our shareholders.
• Simplicity – The Committee is mindful
of the need to avoid overly complex
remuneration structures which can be
misunderstood and deliver unintended
outcomes. Therefore, a key objective
of the Committee is to ensure that
our Executive remuneration policies
and practices are straightforward to
communicate and operate.
• Risk – Our policy has been designed to
ensure that inappropriate risk-taking is
discouraged and will not be rewarded.
We do this via: (i) the balanced use of
both short-term (annual) bonuses and
longer-term incentive plans (LTIPs),
which employ a blend of financial,
non-financial and shareholder return
targets; (ii) the significant role played
by equity in our incentive plans; and
(iii) malus/clawback provisions.
• Predictability – Our incentive plans are
subject to individual caps and clearly
defined performance targets, with
our share plans also subject to market
standard dilution limits.
• Proportionality – There is a clear link
between individual reward, delivery
of strategy and the Group’s long-term
performance. In addition, the significant
role played by incentive/‘at-risk’ pay,
together with the structure of the
Executive Directors’ service contracts,
ensures that poor performance is
not rewarded.
• Alignment to culture – Our Executive pay
policies are aligned to culture through
the use of metrics in both the annual
bonus and LTIP that measure how we
perform against our KPIs.
Membership Since
Inken Braunschmidt, Chair of the Remuneration Committee
since 9 November 2023 2019
Justin Atkinson 2018
Kash Pandya 2021
Claire Hawkings 2022
Shian Jastram 2024
Aedamar Comiskey (until 30 May 2024) 2014
Key objectives
The Committee’s objectives are to create a fair, equitable and competitive total reward
package that supports the Group vision and strategy; and to ensure that rewards
are performance based, encourage long-term shareholder value creation and are
straightforward to communicate and operate.
Key responsibilities:
• Designing the Remuneration Policy.
• Implementing the Remuneration Policy.
• Ensuring the competitiveness of reward.
• Designing the incentive plans.
• Setting incentive targets and determining award levels.
• Overseeing all share awards across the Group.
The Committee meets at least three times a year.
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James Fisher and Sons plc Annual Report and Accounts 2024
Pay and performance
in 2024
The Committee is pleased to note James
Fisher’s strong progress in its recovery
and strategy transformation in 2024.
This progress includes simpllfying the
portfolio through the sale of non-core
businesses (notably RMSpumptools and
Martek), improving cash management
and refinancing the debt facilities to build
a more resilient foundation for future
growth. Performance outcomes against
our primary financial measures were as
follows:
• Underlying operating profit from
continuing operations of £29.5m.
• Operating cash flow (as defined for
incentive purposes) of £70.9m.
• Underlying diluted earnings per share
13.9p.
Executive Directors’ bonus potential for
2024 was set at 125 percent of salary, with
50 percent based on underlying operating
profit, 25 percent on operating cash flow
and 25 percent based on achievement of
strategic objectives. As set out on page
110, the formulaic achievement of the
stretching targets set at the start of 2024
(once adjusted to take into account the
impact of disposals during the year, which
had not been reflected in the original
targets set) warranted a bonus payout of
97.6 percent of maximum. The Committee
assessed this result in the context of
the Group’s underlying performance
and concluded that it fairly reflected the
significant contribution of each of our
Executive Directors to the Group’s ongoing
recovery, as well as the progress against
its transformation objectives (including
its ESG roadmap). In this context, the
Committee resolved not to exercise any
discretion with respect to the formulaic
2024 bonus outcome.
Awards granted under the LTIP in 2022 are
ordinarily eligible to vest in 2025, subject
to the achievement of pre-defined three-
year performance targets. However, as a
result of failing to hit the threshold levels
set for earnings per share (EPS) and return
on capital employed (ROCE), and based
on total shareholder return (TSR) to 31
December 2024, the 2022 LTIP awards
are expected to lapse in full. Neither
Jean Vernet nor Karen Hayzen-Smith are
participants in the 2022 LTIP award cycle,
having joined the Group in late 2022 and
2023, respectively.
Further details of the targets and
achievement against them for the annual
bonus and LTIP are set out on pages 110
to 111.
2025 remuneration
A summary of the proposed application of
the Remuneration Policy for 2025 is set out
below:
• Salary: Jean Vernet’s and Karen
Hayzen-Smith’s salaries were increased
by 3.5 percent from 1 January 2025 (to
£593,250 and £382,950 respectively).
This increase was in line with the
average increase for the UK workforce.
• Pension: No change to the pension
contributions received by the Executive
Directors which, at 7.5 percent of
salary, are in line with the maximum
pension contribution available to other
UK employees.
• Annual bonus: This will continue to
be based 50 percent on underlying
operating profit, 25 percent on operating
cash flow, and 25 percent on strategic
objectives. The maximum bonus
opportunity remains unchanged at 125
percent of salary, with one-third of any
bonus payable to be deferred into shares
for two years.
• LTIP: Awards will be made at 175
percent of salary for Jean Vernet and
150 percent of salary for Karen Hayzen-
Smith. Awards will be based 30 percent
on three-year cumulative EPS, 25
percent on relative TSR; 25 percent on
Return on Capital Employed (ROCE) and
the remaining 20 percent on strategic
objectives. Details of the specific targets
to apply are set out on page 118.
• NED fees: The fees payable to the
Chairman and Non-Executive Directors
are set out on page 116.
The Committee is grateful for the strong
shareholder support at the 2024 AGM
for the binding resolution to approve the
Directors’ Remuneration Policy as well
as the advisory resolution to approve the
Annual Statement and Annual Report on
Remuneration. We remain committed to
effective and regular engagement with our
shareholders in relation to remuneration,
and hope that we can count on your
continued support.
I hope you will join me in supporting the
remuneration-related resolutions at the
AGM on 13 May 2025.
Inken Braunschmidt
Chair of the Remuneration
Committee
19 March 2025
103
Strategic ReportOverview Governance Financial Statements
Remuneration policy
report
Overview of Directors’
Remuneration Policy
James Fisher and Sons plc operates in
a competitive international environment.
To continue to compete successfully, the
Committee considers that it is essential
that the level and structure of remuneration
and benefits achieve the objective of
attracting, retaining, motivating and
rewarding the necessary high calibre
individuals at all levels of the business.
The Company therefore sets out to provide
competitive remuneration to all of its
employees, appropriate to the business
environment in those countries in which
it operates.
The Remuneration Policy, as a significant
contributor to competitive advantage,
is designed to support the Company’s
corporate strategy, and to align with
the Company’s valued behaviours
of pioneering spirit, integrity, energy
and resilience.
A cohesive reward structure with a
timely pay review process, consistently
applied to all employees and with links to
corporate performance, is seen as critical
in ensuring all employees can associate
with, and are focused on, the attainment
of the Company’s strategic goals.
Accordingly, the remuneration package
for the Executive Directors is reviewed
annually. Where an Executive Director’s
responsibilities change during the course
of a year, the Committee will consider
whether a review is appropriate, outside of
the annual process.
Executive remuneration reviews are based
upon the following principles:
• Total rewards should be set at
appropriate levels to reflect the
competitive market in which the
Company operates, and to provide a fair
and attractive remuneration package.
• Reward elements should be designed to
reinforce the link between performance
and reward. The majority of the total
remuneration package should be linked
to the achievement of appropriate
performance targets that promote long-
term value creation through transparent
alignment with our corporate strategy.
• Executive Directors’ incentives
should be aligned with the interests
of shareholders. This is achieved
through setting performance targets
to reward an increase in shareholder
value and through the Committee’s
policy to encourage share ownership by
Executive Directors.
How the Directors’
Remuneration Policy
relates to the wider
Group
The Remuneration Policy set out within
this report provides an overview of the
structure that operates for the Executive
Directors in the Group. Employees below
Executive Director level have a lower
proportion of their total remuneration
made up of incentive-based remuneration,
with remuneration driven by market
comparators and the impact of the role of
the employee in question. Participation in
long-term incentives is reserved for those
judged as having the greatest potential to
influence the Group’s delivery of strategy
and Group performance. The Committee
considers pay and conditions across the
workforce when reviewing and setting the
Executive Director Remuneration Policy.
During 2024, members of the Committee
engaged with employees on a number
of matters (more detail on page 92),
including while attending offsite
engagement sessions. Any feedback on
remuneration received through this and
other engagement channels (such as our
Engage platform) is presented to, and
discussed by, the Committee at its next
meeting and informs decision-making at
both a Group and business level.
How shareholders’ views
are taken into account
The Committee takes an active interest
in stakeholder views on our executive
remuneration policy and its operation, and
is particularly mindful of the perspectives
of shareholders. At the 2024 AGM, the
Remuneration Policy was supported by
a significant majority of shareholders
and similarly high levels of support were
received for the advisory vote to approve
the Annual Report on Remuneration.
The Committee will continue to engage
with shareholders should any significant
changes to the policy or its implementation
be proposed and will respond to
shareholder queries as they arise.
Directors’ Remuneration
Policy
The following pages set out a summary
of the Remuneration Policy approved by
shareholders at the 2024 AGM. This policy
took effect from that date for a period
of up to three years. Minor amendments
have been made to the presentation of
the policy, including to update: (i) the
data used in the pay-for-performance
scenarios; (ii) page references; and (iii) the
section on Non-Executive Director letters
of appointment, to reflect changes in Board
composition in 2024.
Directors’ remuneration report continued
104
James Fisher and Sons plc Annual Report and Accounts 2024
Element
Purpose and link
to strategy Operation Maximum
Performance
targets
Salary Designed to attract,
retain, motivate
and reward the
necessary high
calibre individuals to
the Board.
Salaries are a fixed annual sum and
payable monthly in cash.
Salaries are reviewed each year,
recognising the individual’s
performance and experience,
developments in the relevant
employment market and having
regard to the Group’s performance
as well as comparing each
Executive Director’s salary to
market data.
No prescribed maximum salary or
salary increase.
Salaries are set for each Executive
Director within a range around
the market median for similar
positions in appropriate comparator
companies. The Committee is also
guided by the general increase for
the employee population although
increases may be higher or lower
than this to recognise, for example,
an increase in the scale, scope or
responsibility of an individual and/
or performance.
Not applicable.
Pensions To offer competitive
retirement benefits.
Executive Directors are eligible
to join the Group’s defined
contribution scheme, receive
a Company contribution into a
personal pension scheme or be
paid a cash supplement in lieu
of pension.
Up to 7.5% of salary (in line with the
contribution level available to the
UK workforce).
Not applicable.
Benefits To offer competitive
benefits.
Provision of a company car or
cash alternative, life assurance
and healthcare insurance. Other
benefits may be provided where
appropriate. These benefits do not
form part of pensionable earnings.
No prescribed maximum. Not applicable.
Annual bonus To incentivise
and reward the
Executive Directors
to deliver annual
financial and
operational targets.
Payable on the achievement of
financial and strategic objectives.
Non-pensionable.
One-third of any bonus will be
deferred into shares, with deferred
share awards vesting after two
years. Dividend equivalent
payments may be awarded (in
cash or shares) on deferred shares
that vest.
Malus and clawback
provisions operate.
Up to 125% of salary. The majority of the
bonus potential is
based on financial
targets derived from
the annual plan;
the balance of the
bonus potential is
based on strategic
objectives.
105
Strategic ReportOverview Governance Financial Statements
Element
Purpose and link
to strategy Operation Maximum
Performance
targets
LTIP To align the interests
of the Executive
Directors with the
Group’s long-term
performance,
strategy and
the interests of
shareholders.
Annual grant of conditional
share awards.
Non-pensionable.
A two-year post-vesting holding
period applies to awards granted to
Executive Directors.
Dividend equivalents may be
awarded (in cash or shares) on
shares that vest.
Malus and clawback
provisions operate.
Up to 200% of salary. Sliding scale targets
linked to financial,
share price and/or
strategic metrics.
No more than
25% of an award
vests at threshold,
increasing to 100%
vesting at maximum.
Share
ownership
To ensure
alignment between
the interests of
Executive Directors
and shareholders.
Executive Directors are required
to retain half of the shares vesting
after tax under the LTIP and
deferred bonus until the guidelines
are met.
Post-cessation guidelines apply. In
determining the relevant number
of shares to be retained post-
cessation, shares acquired from
own purchases will not be counted.
In employment:
200% of salary for all
Executive Directors.
Post-cessation:
100% of the “in employment”
requirement, until the second
anniversary of cessation (or the
actual shareholding if the guideline
has not been met at cessation).
Not applicable.
Sharesave To encourage share
ownership and align
the interests of all
employees and
shareholders.
An all-employee share plan. As per prevailing HMRC limits. Not applicable.
Non-
Executive
Directors
To provide fees
to reflect the time
commitment and
responsibilities of
each role in line
with those provided
by similarly sized
companies.
Fixed annual fee, paid quarterly in
cash. Normally reviewed annually.
The Committee determines the
Chairman’s fees. The Chairman
and Executive Directors
determine fees for the other Non-
Executive Directors.
No prescribed maximum fee or
fee increase, although fees are
limited by the Company’s Articles of
Association. Fee levels are guided
by market rates, time commitments
and responsibility levels.
Not applicable.
Notes:
1. The choice of the performance metrics applicable to the annual bonus reflects the Committee’s belief that any incentive targets should be appropriately challenging and tied
to the delivery of both financial and strategic objectives.
2. LTIP performance conditions are selected based on the delivery of long-term returns to shareholders and the Group’s financial growth and are consistent with the Company’s
strategy. Where operated: (i) TSR performance is monitored by an independent advisor; and (ii) EPS and ROCE are derived from the audited financial statements.
3. The Committee operates its share plans in accordance with the plan rules and the Listing Rules. The Committee, consistent with market practice, retains discretion over
a number of areas relating to the operation and administration of the plans (e.g. treatment of awards for leavers or on a change of control and/or adjustments to
performance targets).
4. The Committee retains the right to exercise discretion to override formulaic outcomes and ensure that the level of bonus or LTIP awards payable is appropriate. It may use its
discretion to adjust outcomes to ensure that any payments made reflect overall Company performance and stakeholder experiences more generally. Where exercised, the
rationale for this discretion will be fully disclosed to shareholders in the relevant Directors’ remuneration report.
5. Consistent with HMRC legislation, the all-employee share plan does not have performance conditions.
6. In approving the Directors’ Remuneration Policy, authority is given to the Company to honour any past commitments entered into with current or former Directors (including the
vesting of share awards granted in the past).
Directors’ remuneration report continued
106
James Fisher and Sons plc Annual Report and Accounts 2024
Malus and clawback provisions
Malus and clawback provisions operate in respect of the annual bonus (cash and deferred shares) and LTIP awards, with Committee
discretion to apply them in the event of a material misstatement in the Company’s financial results, miscalculation, serious reputational
damage to the Company, in the event it is discovered that the participant committed serious misconduct that could have warranted
summary dismissal, or a corporate failure/insolvency.
The Committee may decide to operate the malus and clawback provisions within a three-year period commencing on the date that
the cash part of any annual bonus is paid (for cash and deferred share bonus awards), and prior to the third anniversary of any LTIP
vesting date.
Scenario charts, 2025 remuneration
The charts below illustrate the potential value of the 2025 packages for the Executive Directors (see page 118 for further detail),
assuming: nil bonus payout and nil vesting for the LTIP in the “minimum” scenario; and a 50 percent bonus payout and 50 percent LTIP
vesting in the “on-target” scenario.
Approach to recruitment
New Executive Directors will be appointed on remuneration packages with the same structure and elements set out in the Directors’
Remuneration Policy table. Ongoing incentive pay/share-based awards will be limited to:
• Maximum annual bonus of 125 percent of salary.
• LTIP award of up to 200 percent of salary.
For external appointments, the Committee may offer additional cash or share-based elements to replace deferred or incentive pay
forfeited by an executive when leaving a previous employer. It would seek to ensure, where possible, that these awards would be
consistent with awards forfeited in terms of vesting periods, expected value and performance conditions. Shareholders will be informed
of any such payments as soon as practicable following the appointment.
For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to pay out according to its
original terms. In addition, any other ongoing remuneration obligations existing prior to appointment may continue, provided that they
are put to shareholders for approval at the earliest opportunity if these remain outside of policy limits.
For external and internal appointments, the Committee may agree that the Company will meet certain relocation and incidental
expenses as appropriate.
0
500
1000
1500
2000
2500
3000
£3,000
Minimum
100.0%
£659
£422
£949
£1,476
£1,763
£1,548
£2,438
£2,957
42.5%
23.9%
33.6%
42.6%
52.6%
30.4% 25.1%
25.2%
30.3%
32.4%
39.0%
27.2%
48.8%
27.0% 22.3%
100.0% 44.5% 28.6% 24.0%
MinimumOn-target
Jean Vernet
Remuneration (£000)
Karen Hayzen-Smith
On-targetMaximum MaximumMaximum +
50% share
price growth
Maximum +
50% share
price growth
£2,500
£2,000
£1,500
£1,000
£500
£0
Fixed Annual Bonus LTIP
107
Strategic ReportOverview Governance Financial Statements
Loss of office
In relation to Executive Directors leaving the Company, the Committee is committed to applying a consistent and equitable approach to
ensure the Company is fair and appropriate, but pays no more than necessary. The loss of office policy is in line with market practice
and will be dependent on whether the individual is deemed a “good leaver” or “bad leaver”. The “good leaver” policy includes:
• Payment in lieu of notice equal to one year’s basic salary or, if termination is part way through the notice period, the amount of salary
relating to any unexpired notice to the date of termination. There is an obligation on Directors to mitigate any loss which they may
suffer if the Company terminates their service contract.
• Bonus payments for the period worked may be made, subject to the original performance targets, at the discretion of the Committee.
Any such payments would be made on the normal payment date.
• Vesting of share scheme awards is not automatic and the Committee retains the discretion to prevent awards from lapsing depending
on the circumstances of the departure and the best interests of the Company. For a “good leaver”: (i) deferred bonus awards will
normally vest in full at the normal vesting date (although may vest earlier, including at cessation); and (ii) LTIP awards will normally
vest at the normal vesting date (although may vest earlier, including at cessation) subject to performance against the performance
targets and LTIP awards will normally be pro-rated for time.
• The “good leaver” reasons are death, injury, illness or disability, redundancy, retirement, transfer of business resulting in cessation of
the individual’s employment and any other reason at the Committee’s discretion.
• Executive Directors will also be entitled to a payment in respect of accrued but untaken annual holiday entitlements on termination.
• Legal fees and outplacement support may be paid by the Company where appropriate. No compensation is paid for summary
dismissal, save for any statutory entitlements.
Service contracts
It is the Board’s policy that Executive Directors are employed on contracts subject to no more than 12 months’ notice from either side.
The Board recognises however that it may be necessary in the case of new executive appointments to offer an initial longer notice
period, which would subsequently reduce to 12 months after the expiry of the initial period. The service agreements do not have a fixed
term. If it becomes necessary to consider termination of a service contract, the Committee will have regard to all the circumstances of
the case, including mitigation, when determining any compensation to be paid. Details of the current service contracts are as follows:
Contract date Notice period
Jean Vernet 5 September 2022 12 months
Karen Hayzen-Smith 1 December 2023 12 months
The Executive Directors are permitted to serve as non-executive directors of other companies, provided the appointment is first
approved by the Board. Directors are allowed to retain their fees from such appointments. During 2024, the Executive Directors held no
external appointments.
Non-Executive Directors do not have service contracts but have a letter of appointment setting out their terms and conditions. Non-
Executive Directors are appointed each year for up to 12 months (subject to re-election at the AGM) and are entitled to one month’s prior
written notice of early termination for which no compensation is payable. Details of the letters for the currently appointed Non-Executive
Directors are set out below:
Date of appointment Date of (re-) election
Angus Cockburn 1 May 2021 30 May 2024
Justin Atkinson 1 February 2018 30 May 2024
Inken Braunschmidt 1 March 2019 30 May 2024
Kash Pandya 1 November 2021 30 May 2024
Claire Hawkings 1 January 2022 30 May 2024
Shian Jastram 1 March 2024 30 May 2024
Directors’ remuneration report continued
108
James Fisher and Sons plc Annual Report and Accounts 2024
Annual Report on Remuneration
Remuneration Committee
The Committee members have no personal financial interest, other than as shareholders, in the matters to be decided.
They have no conflicts of interest arising from cross-directorships with the Executive Directors, nor from being involved in the day-to-
day business of the Company.
The Committee operates under clear written terms of reference and confirms that its constitution and operation comply with the
applicable provisions of the UK Corporate Governance Code (the Code) prevailing at the date this report is signed, in relation to the
Directors’ remuneration policy and pay practices, and that it has applied the Code throughout the year.
The Committee’s terms of reference include:
• To determine and agree with the Board the framework and policy for Executive Directors and senior managers.
• To review the appropriateness and relevance of the remuneration policy.
• To agree the measures and targets for any performance-related bonus and share schemes of the Executive Directors.
• To determine within the terms of the policy the total individual remuneration package of the Executive Directors and selected senior
management immediately below Board.
• To review senior management pay and workforce remuneration policies and practice.
The Committee consults the Chief Executive Officer and invites him to attend meetings when appropriate. The Chief Financial Officer,
Chief Human Resources Officer and Ellason LLP (Ellason), the Committee’s independent adviser, attend meetings of the Committee by
invitation. The Company Secretary acts as secretary to the Committee. No Director or other attendee is present when his or her own
remuneration is being determined.
Advisers to the Remuneration Committee
In undertaking its responsibilities, the Committee seeks independent external advice as necessary. Following a competitive tender, the
Committee appointed Ellason as its principal external adviser from August 2021.
The Committee is satisfied that Ellason provided independent remuneration advice to the Committee during 2024, taking into account in
this determination that Ellason reports directly to the Committee Chair, does not have any other connections with the Company that may
impair independence and that Ellason is a member and signatory of, and adheres to, the Code of Conduct for remuneration consultants.
Details of this Code of Conduct can be found at www.remunerationconsultantsgroup.com.
During 2024, Ellason provided independent advice on remuneration matters including providing guidance on external market practice
and incentive design, as well as other matters within the Committee’s remit. Ellason provides no services to the Company other than in
respect of its role as appointed independent adviser to the Committee. The fees paid to Ellason in respect of work carried out for the
Committee in the year under review were charged on a time and materials basis and totalled £69,658.
Total remuneration of the Executive Directors (audited)
Jean Vernet Karen Hayzen-Smith
(1)
2024
£000
2023
£000
2024
£000
2023
£000
Salary 573 543 370 31
Benefits
(2)
49 66 11 1
Pension
(3)
43 41 28 2
Bonus in cash 466 195 301 11
Bonus in deferred shares 233 – 150 –
Total short-term remuneration 1,364 845 860 45
LTIP
(4)
n/a n/a n/a n/a
Total remuneration 1,364 845 860 45
Total fixed remuneration 665 650 409 34
Total variable remuneration 699 195 451 11
1. The amounts disclosed in relation to 2023 reflect the period from appointment to the Board on 1 December 2023 to 31 December 2023
2. The amounts disclosed in 2024 include a cash allowance in lieu of car and medical insurance. For Jean Vernet, the figures also include: c.£28k (2023: £43k) in reimbursed
expenses in relation to his relocation to the UK, as described in the 2023 and 2022 remuneration reports.The 2023 figure also includes a £2k embedded gain at grant on his
2023 Sharesave award.
3. Pension contributions may be paid into personal pension plans, the Company pension scheme or taken as a separate cash allowance, subject to income tax.
4. The 2022 LTIP is expected to lapse. Jean Vernet and Karen Hayzen-Smith were not participants in the 2022 LTIP award cycle.
109
Strategic ReportOverview Governance Financial Statements
Annual bonus awards for 2024 (audited)
The maximum annual bonus for Executive Directors was 125 percent of salary, with 75 percent based on financial objectives (Note 1
below) and 25 percent based on strategic objectives (Note 2 below). Financial objectives are based on stated KPIs for the underlying
performance of the business rather than statutory reported figures, to align the bonus to outcomes that are within control of participants
(including at other organisational levels below the senior leadership team). One-third of any bonus payments earned will be deferred
into shares for two years (with dividend equivalents accruing and malus and clawback provisions applying).
Note 1 – Financial objectives (75% of maximum):
Performance measure Performance target
1
Assessment against targets
Underlying operating profit (50%) Minimum threshold £25.4m
Maximum £29.5m
Threshold starts at 0% and increases on a straight-line sliding
scale to 100% of this element of the bonus at Maximum.
Actual performance £29.5m 100% of this part of the bonus was paid out.
Operating cash flow (25%) Minimum threshold £58.2m
Maximum £67.6m
Threshold starts at 0% and increases on a straight-line sliding
scale to 100% of this element of the bonus at Maximum.
Actual performance £70.9m 100% of this part of the bonus was paid out.
1. The operating profit and operating cash flow targets were adjusted during the year by the Committee to take into account the impact of the disposal of the RMSpumptools and
Martek businesses. The original targets had been set against the budget which assumed a full year of ownership of these businesses. The effect of the adjustment approved
by the Committee was to hold management accountable for the performance of these businesses for the full period of their ownership by the Group, while recognising the
performance impact of their sales partway through the financial year.
Note 2 – Strategic objectives (25% of maximum):
Objective focus Weighting Target Actual Outcome
Health & safety 5.0% TRCF ≤2.30 (50% payout of element)
TRCF <2.09 (100% payout of element)
2.29 2.6%
Portfolio realignment 7.5% Net debt/EBITDA of <1.5x 1.4x 7.5%
Debt refinancing 7.5% Refinancing in place Achieved 7.5%
Employee engagement
(1)
5.0% Maintain 2023 score of 3.84 (50% payout of element)
Improve score to 3.95 (100% payout of element)
3.94 5.0%
Total 22.6% out of 25.0%
(1) The Committee determined that excellent progress had been made on driving improvements in employee engagement following a challenging period for the Group and that,
notwithstanding the actual engagement score falling just short of the 100% payout hurdle, it was appropriate for this element to pay out in full rather than a 96% of maximum.
Based on performance against the targets set out above and following an assessment by the Committee of the overall performance of
the Group and Executive Directors during the year, the following bonuses were approved by the Committee:
Executive Director
Maximum opportunity
(% salary)
Actual bonus
(% salary)
Actual bonus
(£000)
Jean Vernet 125% 122% 699
Karen-Hayzen Smith 125% 122% 451
In approving the above bonuses for 2024, the Committee reviewed the formulaic outcomes in the context of the underlying
performance of the business, including progress on other non-financial priorities such as the Group’s ESG roadmap. The Committee
was satisfied that the formulaic outcome was in line with this broader perspective, in particular strong progress made against the
turnaround strategy during the year, including the successful sale of non-core businesses, improved cash management and refinancing
of the Group’s debt facilities. Therefore, the Committee determined not to make a discretionary adjustment (upward or downward) to the
formulaic outcome.
Consistent with the 2024 remuneration policy approved earlier this year, one-third of the actual bonus amounts disclosed in the table
above will be deferred into shares which shall vest after two years.
Directors’ remuneration report continued
110
James Fisher and Sons plc Annual Report and Accounts 2024
Vesting of 2022 LTIP awards (audited)
LTIP awards granted in 2022 were due to vest in 2025 subject to the achievement of defined EPS, ROCE and TSR performance targets.
EPS and ROCE performance is measured over the three-year period ended 31 December 2024, while TSR is measured over the three-
year period from 6 April 2022.
The EPS performance condition (50 percent of the award) comprises a sliding scale, under which 25 percent of this part of an award
vests for underlying diluted earnings per share in 2024 of 66.0 pence, increasing pro-rata to full vesting for underlying diluted EPS in
2024 of at least 76.0 pence.
Performance target Threshold Maximum Actual Vesting %
2024 underlying diluted EPS 66.0p 76.0p 13.9p 0%
The ROCE performance condition (20% of the award) comprises a sliding scale, under which 25% of this part of an award vests for
ROCE in 2024 of 11%, increasing pro-rata to full vesting for ROCE in 2024 of at least 13%.
Performance target Threshold Maximum Actual Vesting %
2024 ROCE 11% 13% 8.2% 0%
The TSR performance condition (30% of the award) also comprises a sliding scale, under which 25% of this part of an award vests for
median TSR increasing pro-rata to full vesting for upper quartile TSR, measured against the constituents of the FTSE 250 excluding
investment trusts.
Performance target
Performance
period
Threshold
Median TSR
1
Maximum
UQ TSR
1
James Fisher
TSR
1
Projected
vesting %
1
Relative TSR 6 April 2022 – 5 April 2025 (6.9)% 27.6% (21.1)% 0%
1. Based on performance to 31 December 2024.
As it would not have altered the vesting outcome, the Committee elected not to adjust the EPS and ROCE targets for the 2022 LTIP to
take into account the disposal of the RMSpumptools and Martek businesses.
Based on performance to 31 December 2024 against the measures shown above, the 2022 LTIP awards are expected to lapse in full.
Neither Jean Vernet nor Karen Hayzen-Smith were participants in the 2022 LTIP award cycle. However, Eoghan O’Lionaird and Duncan
Kennedy (both former Directors) retained interests in the 2022 LTIP cycle, which are expected to lapse in full.
Vesting of 2022 Recruitment award (audited)
As noted in the 2022 and 2023 remuneration reports, Jean Vernet was granted a one-time award of restricted shares to compensate
him for share awards forfeited on leaving his former employer. 50 percent of the shares vested on 21 September 2023 (as set out in last
year’s report), and the remaining 50 percent vested on 19 September 2024. There were no performance conditions attached to the
awards, other than continued employment.
Award date
Number
of shares
granted
1
Number of
shares vested
in the year
Share price
at grant
2
Share price at
vest Vesting date
Jean Vernet 13 September 2022 135,516 67,758 295.2p 358.0p 19 September 2024
1. 50% of the share award vested on 21 September 2023.
2. The share price at date of award was based on the three-day average closing price from 8 September 2022 to 12 September 2022.
111
Strategic ReportOverview Governance Financial Statements
LTIP awards granted in 2024 (audited)
Award date
Proportion of
salary
Maximum
shares awarded
Face value
at date of grant
1
Jean Vernet 10 June 2024 175% 324,835 £1,003k
Karen Hayzen-Smith 10 June 2024 150% 179,728 £555k
1. The share price at date of award was based on the five-day average closing price from 3 June 2024 to 7 June 2024, of 308.8 pence.
Vesting of the 2024 LTIP award (granted in the form of a conditional share award) is subject to achievement of performance targets over
a three-year period. 30 percent of the award is based on EPS targets, 25 percent based on TSR targets, 20 percent of the award based
on return on capital employed (ROCE), and 20 percent is based on strategic objectives:
Metric Weighting
Threshold
(25% vesting)
Stretch
(100% vesting)
Earnings per share
(cumulative, 2024-26) 30% 48.8p 56.7p
Relative TSR vs. FTSE 250
(excluding investment trusts) 25% Median Upper quartile
Return on Capital Employed
(2026 ROCE) 25% 7.5% 9.0%
Strategic objectives: 20%
Business excellence
(gross margin improvement)
One-third of element 15% of element earned if 2024 gross
margin is at least 30%, with a further
15% earned if 2025 gross margin
is at least 31%. The remaining 70%
is earned if 2026 gross margin is at
least 32%
Vitality
(2026 revenue from new products launched in the last five years, as a % of total)
One-third of element 10% 13%
Sustainability
(absolute reduction in tCO
2
e Scope 1 & Scope 2 emissions vs. 2021 baseline)
One-third of element 18% 21%
Straight-line vesting will apply for performance between Threshold and Stretch. Nil vesting for performance outcomes below Threshold.
The EPS, ROCE and business excellence (gross margin) targets were updated during the year by the Committee to reflect the disposal
of the RMSpumptools and Martek businesses and therefore differ from those set out on page 109 of the 2023 annual report (which, at
the time, had assumed continued ownership of these businesses for the duration of the performance period). Vitality is a new KPI in the
LTIP scorecard and, following further analysis in early 2025, the management team proposed to increase the target range (as reflected
in the above table). The revised range was approved by the Committee, to better reflect the contribution to Group revenue of the product
catalogue and more closely align with the Group’s new multi-year New Product Development (NPD) plan.
When assessing performance against targets at the end of the performance period, the Committee retains discretion to adjust the
formulaic vesting outcome to ensure that all relevant factors are taken into account, including the assessment of any windfall gains. In
line with the Remuneration Policy, a two-year post-vesting holding period applies to these awards.
Deferred bonus awards granted in 2024 in respect of 2023 annual bonus
(audited)
No deferred bonus awards were granted in 2024 in respect of the 2023 annual bonus (the deferral threshold was set at 70 percent of
salary under the previous Remuneration Policy, which the 2023 actual bonus outturn did not exceed).
Payments for loss of office (audited)
There were no payments for loss of office made during the year.
Payments to former Directors (audited)
As previously disclosed, Duncan Kennedy stepped down from the Board of the Company with effect from 1 December 2023. As set out
in the 2023 Directors’ remuneration report, he remained an employee for the duration of his notice period (until 17 July 2024) to support
the Company. The contractual entitlement paid to Mr Kennedy in respect of the 2024 period was £210,817. Mr Kennedy was eligible for
a bonus for the period of 2024 in active service, the payout under which totalled £84,230. He also retains an interest in his 2022 LTIP
award (which, based on performance, is expected to lapse in full). His 2023 LTIP award remains outstanding.
Eoghan O’Lionaird stepped down from the Board of the Company with effect from 5 September 2022. He retained an interest in the
2021 LTIP which lapsed in full in April 2024. Mr O’Lionaird also retained an interest in the 2022 LTIP, which is expected to lapse in full in
April 2025. Mr O’Lionaird has no further outstanding incentive awards with the Company.
Directors’ remuneration report continued
112
James Fisher and Sons plc Annual Report and Accounts 2024
CEO pay ratio (unaudited)
This table shows how the CEO’s single figure remuneration for 2024 compares to the equivalent single figure remuneration for full-time
equivalent UK employees as at 31 December, ranked at the 25th, 50th and 75th percentile (and how this ratio has evolved since 2019):
Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2024 Option A 37:1 25:1 18:1
2023 Option A 25:1 17:1 11:1
2022 Option A 35:1 25:1 16:1
2021 Option A 22:1 16:1 10:1
2020 Option A 19:1 14:1 9:1
2019 Option A 28:1 19:1 13:1
Salary Total pay and benefits
25th percentile Median75th percentile 25th percentile Median75th percentile
2024 £35,488 £38,015 £50,860 £36,968 £53,678 £76,380
2023 £29,400 £43,054 £55,824 £34,256 £50,165 £77,385
2022 £26,500 £36,050 £54,590 £29,682 £41,852 £65,557
2021 £25,000 £34,000 £50,000 £27,770 £37,120 £59,280
2020 £24,000 £33,127 £50,000 £27,000 £37,500 £58,963
2019 £24,480 £34,150 £52,000 £25,459 £36,541 £55,240
The Committee monitors the trend in CEO pay ratio and will continue to keep this under review, in particular the impact of future
incentive payouts. The year-on-year change in the ratio from 2023 to 2024 is driven by the increased payout in the bonus this year
relative to last year. It is expected that the vesting of any LTIP award in future years would also be reflected in a higher ratio, due to
the relative upweighting of variable remuneration in the CEO’s package, compared with market competitive norms for the wider UK
workforce (and consistent with our pay practices and policies). However, this will take time to normalise, with the first LTIP award made
to Jean Vernet (in early 2023) not due to vest until 2026.
Aligning pay with performance (unaudited)
The following graph shows the value, to 31 December 2024, of £100 invested in the Company on 31 December 2014, compared with the
value of £100 invested in the FTSE 250 and FTSE SmallCap indices (excluding investment trusts) on the same date. The other points
plotted are the values at intervening financial year-ends.
Growth in the value of £100 holding over 10 years
31-Dec-14 31-Dec-15 31-Dec-16 31-Dec-17 31-Dec-18 31-Dec-19 31-Dec-20 31-Dec-21 31-Dec-22 31-Dec-23 31-Dec-24
James Fisher and Sons plc
FTSE Mid 250 Index Ex Investment Trusts
FTSE Small Capitalisation Index Ex Investment Trusts
£0
£50
£100
£150
£200
£250
£300
113
Strategic ReportOverview Governance Financial Statements
Remuneration of CEO over the last 10 years
Nick Henry Eoghan O’Lionaird Jean Vernet
2015 2016 2017 2018 2019 2019 2020 2021 2022 2022 2023 2024
CEO total remuneration (£000) 907 1,104 1,013 1,899 874 189 522 598 405 630 845 1,364
Actual bonus, % of maximum 23% 100% 88% 91% 17% – – – – – 36% 98%
LTIP vesting, % of maximum 100% 47% 15% 100% 59% n/a n/a n/a – n/a n/a n/a
ESOS vesting, % of maximum – 45% – – – n/a n/a n/a n/a n/a n/a n/a
Percentage change in remuneration (unaudited)
The table below shows the annual percentage change in earned salary or fees, benefits and annual bonus for those individuals
who were appointed as Board Directors during the 2024 financial year, compared to the average earnings of all of the Group’s other
UK employees.
As required by the remuneration reporting regulations with which the Company is required to comply, the analysis has been expanded
to include this information for the financial year under review. Note that Directors who were not a Director at any point during 2024 have
not been included. The percentage changes in their remuneration for prior years (and in which they were a Director) are disclosed in
relevant previous Annual Reports.
The Committee chose the Group’s UK employees for the below pay comparison. Our UK employee population represented around 48%
of the Group’s workforce in 2023, and is therefore considered to be the most meaningful comparator group (by comparison, employees
of James Fisher and Sons plc represented around 7% of the workforce). The Committee monitors this information carefully to ensure
that there is consistency in the fixed pay trend for Board Directors compared with the wider workforce.
Base salary/fee
1,2
Benefits
1
Annual bonus
1
2023
to 2024
2022
to
2023
2021
to
2022
2020
to
2021
2019
to
2020
2023
to
2024
2022
to
2023
2021
to
2022
2020
to
2021
2019
to
2020
2023
to 2024
2022
to
2023
2021
to
2022
2020
to
2021
2019
to
2020
Executive Directors
Jean Vernet
3
5.5% 2.5% N/A N/A N/A 1% 0% N/A N/A N/A 259% N/A N/A N/A N/A
Karen Hayzen-Smith
4
0% N/A N/A N/A N/A 0% N/A N/A N/A N/A 240% N/A N/A N/A N/A
Non-Executive Directors
Angus Cockburn 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Justin Atkinson 0% 0% 0% 5% (3)% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Inken Braunschmidt 12% 2% 0% 5% (3)% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Claire Hawkings 12% 2% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Kash Pandya 9% 0% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Shian Jastram
5
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Aedamar Comiskey
6
(20)% (3)% 0% 5% (3)% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Employee population
7
6.6% 8.9% 0% 3.4% 5% 34.3% 1.9% 1.4% 2% N/A 10.6% 3.8% 256% (88)% (19)%
1. Percentage changes are based on annualised values to facilitate a meaningful comparison year-on-year.
2. The 2020 to 2021 and 2019 to 2020 comparisons reflect the 20% reduction to base salary/fee volunteered by all Board Directors for three months from 1 April 2020, not a
change in salaries or Directors’ fees. The 2022 to 2023 and 2023 to 2024 comparisons for Non-Executive Directors reflect changes in the additional responsibilities held by
individual Directors, not an increase in the underlying fee levels set for these roles.
3. Jean Vernet joined the Board on 5 September 2022. For the comparison of 2022 to 2023, the percentage change for benefits excludes the value of relocation benefits.
4. Karen Hayzen-Smith joined the Board on 1 December 2023.
5. Shian Jastram joined the Board on 1 March 2024.
6. Aedamar Comiskey retired from the Board on 30 May 2024.
7. For the employee population, the year-on-year change in annual bonus is based on the year of payment as the data required to calculate the change based on bonuses earned
in relation to the year is not available at the time of signing off this report.
Directors’ remuneration report continued
114
James Fisher and Sons plc Annual Report and Accounts 2024
Relative importance of remuneration (unaudited)
2024
£m
2023
£m
Change
£m
Total employee remuneration 122.6 140.7 (18.1)
Total dividends paid – – n/a
Interests in shares (audited)
The interests of Directors and their connected persons in ordinary shares as at 31 December 2024, including any interests in shares
provisionally awarded under the LTIP and share options provisionally granted under the Sharesave scheme, are as follows:
Beneficial
number at
31 December
2024
Unvested
LTIP
number
1
Unvested
deferred
bonus
shares
1
Unvested
restricted
shares
1
Unvested
options
1
Vested but
unexercised
options
At
31 December
2023
number
Angus Cockburn 5,000 – – – – – 5,000
Jean Vernet 70,572 570,856 – – 5,357 – 35,337
Karen Hayzen-Smith – 242,086 – – – – –
Justin Atkinson 3,150 – – – – – 3,150
Inken Braunschmidt – – – – – – –
Claire Hawkings – – – – – – –
Kash Pandya – – – – – – –
Shian Jastram – – – – – – –
Former Directors
Aedamar Comiskey
2
– – – – – – –
1. The unvested LTIP awards are subject to performance conditions. Unvested options comprise grants under the Sharesave scheme and are not subject to performance
conditions; and
2. Aedamar Comiskey’s interests in shares are shown based on the position on the date she stepped down from the Board (30 May 2024).
No Director has an interest in the preference shares of the Company, or in the shares of any subsidiary or associated undertaking.
The Directors’ interests stated above include any shares held by their connected persons and, between 31 December 2024 and 19
March 2025, there were no changes to the Directors’ shareholdings.
Against the 200 percent of salary ownership guideline and based on the share price and prevailing salary levels as at 31 December
2024, Jean Vernet held shares equivalent to 39 percent of his salary and Karen Hayzen-Smith held no qualifying shares. In accordance
with our policy, the Executive Directors are required to retain half of the shares vesting (after tax) under the LTIP and deferred bonus
until the guideline level of holding is met.
115
Strategic ReportOverview Governance Financial Statements
Executive Directors’ interest in share awards (audited)
Conditional share awards
1 January
2024
Granted
during year
(no.)
Vested
during year
(no.)
Lapsed
during year
(no.)
31 December
2024
Vesting
date
Expiry
date
Jean Vernet Restricted Share Award
1
67,758 – 67,758 – – 13.09.24 n/a
2023 LTIP 246,021 – – – 246,021 08.06.26 n/a
2024 LTIP – 324,835 – – 324,835 10.06.27 n/a
313,779 324,835 67,758 – 570,856
Karen Hayzen-Smith 2023 LTIP
2
62,358 – – – 62,358 19.12.26 n/a
2024 LTIP – 179,728 – – 179,728 10.06.27 n/a
62,358 179,728 – – 242,086
Total 376,137 504,563 67,758 – 812,942
1. This is the buyout award in connection with Jean Vernet’s appointment, the details of which were set out in the 2022 Directors’ remuneration report.
2. This is the LTIP award in connection with Karen Hayzen-Smith’s appointment, made in respect of awards forfeited by Ms Hayzen-Smith on joining the Group (the details of
which are set out in last year’s remuneration report).
A two-year holding period applies to LTIP awards.
Share option grants
1 January
2024
Granted
during year
(no.)
Vested
during year
(no.)
Lapsed
during year
(no.)
Exercise
price
31 December
2024
Vesting
date
Expiry
date
Jean Vernet Sharesave 5,357 – – – £3.36 5,357 07.06.26 07.12 .26
Total 5,357 – – – 5,357
Sourcing of shares and dilution
The Committee has regard to the limits on dilution advised by the Investment Association and contained in the relevant share plan rules and
reviews the number of shares committed and headroom available under share incentive schemes in accordance with these dilution limits.
On vesting, the LTIP awards are satisfied by the shares held by the James Fisher and Sons plc Employee Share Trust (Trust). During the
year the Trust purchased 100,000 ordinary shares on the open market (2023: none) and at 31 December 2024 the Trust held 44,760
ordinary shares (2023: 12,519).
Share price during the financial year
The middle market price of one ordinary share in the Company during the financial year ranged from 245.5 pence to 371.0 pence and at
31 December 2024 was 315.0 pence.
Non-Executive Directors
The structure of Non-Executive Directors’ fees for 2024 and 2025 are set out below, all of which are payable in cash. The fees for
the Chairman will remain at the same level as for 2024. The Non-Executive Director fees will be increased by 3.5% (in line with the
budgeted increase for the UK workforce) with effect from 1 May 2025.
2025
£
2024
£
Chairman 210,125 210,125
Other Non-Executive Director fees:
Basic fee 56,544 54,632
Additional fee for the chair of Audit Committee 12,420 12,000
Additional fee for the chair of Remuneration Committee 8,280 8,000
Additional fee for the Senior Independent Director 8,280 8,000
Additional fee for the Non-Executive Director for Employee Engagement 5,175 5,000
Directors’ remuneration report continued
116
James Fisher and Sons plc Annual Report and Accounts 2024
Non-Executive Directors’ remuneration (audited)
Total fees
2024
£000
2023
£000
Angus Cockburn 210 210
Justin Atkinson
1
67 67
Inken Braunschmidt
2
63 56
Claire Hawkings
3
63 56
Kash Pandya
4
60 55
Shian Jastram
5
45 –
Former directors:
Aedamar Comiskey
6
23 68
1. The fees include an additional fee for chairing the Audit Committee (of £12,000 per annum).
2. From 9 November 2023 the fees include additional fees for chairing the Remuneration Committee (of £8,000 per annum).
3. From 9 November 2023 the fees include additional fees for acting as the Senior Independent Director (of £8,000 per annum).
4. From 1 January 2024 the fees include additional fees for acting as the Non-Executive Director for Employee Engagement (of £5,000 per annum).
5. Appointed to the Board with effect from 1 March 2024.
6. Until 9 November 2023, the fees include additional fees for chairing the Remuneration Committee (of £8,000 per annum) and acting as Senior Independent Director (also of
£8,000 per annum). Aedamar Comiskey retired from the Board on 30 May 2024.
No detailed disclosure has been provided for Non-Executive Directors other than for that relating to their fee, as this is the only form of
remuneration the Non-Executive Directors receive.
Shareholder voting (unaudited)
The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. Where there are
substantial votes against resolutions including in relation to Directors’ remuneration, the Company seeks to understand the reasons
for any such vote and will report any actions in response to it. The following table reflects the voting at the 2024 AGM on the Directors’
remuneration report for the year ended 31 December 2023 and on the Directors’ Remuneration Policy:
Directors’ Remuneration Report (2024 AGM) Directors’ Remuneration Policy (2024 AGM)
Remuneration resolutions
Total number
of votes
% of
votes cast
Total number
of votes
% of
votes cast
For 39,114,306 99.0% 38,486,812 99.2%
Against 389,921 1.0% 317,121 0.8%
Total votes cast (excluding withheld votes) 39,504,227 100.0% 38,803,933 100.0%
Total votes withheld 6,083 – 706,377 –
Total votes cast (including withheld votes) 39,510,310 – 39,510,310 –
117
Strategic ReportOverview Governance Financial Statements
Implementation of the remuneration policy for 2025 (unaudited)
With effect from 1 January 2025, the salary for Jean Vernet will be £593,250 (a 3.5 percent increase from £573,195) and Karen Hayzen-
Smith’s salary will be £382,950 (a 3.5 percent increase from £370,000). The increases are in line with the budgeted increase for the UK
workforce.
The maximum bonus opportunity remains unchanged at 125 percent of salary. Financial targets are set to be challenging and
appropriately demanding. The measures remain unchanged from 2024 and will be: underlying operating profit (weighted 50 percent);
operating cash flow (25 percent) and strategic objectives (25 percent). Strategic objectives for 2025 will include short-term business
priorities linked to delivery of the transformation plan and targets focused on employee engagement and health & safety. There will
be no overlap between the metrics used for the annual bonus and those used for the LTIP. The targets are commercially sensitive but
disclosure of the targets and performance against these will be set out in the 2025 Directors’ remuneration report.
LTIP award levels will remain unchanged, with face values of 175 percent of salary for Jean Vernet and 150 percent of salary for Karen
Hayzen-Smith. The Committee will assess at vesting the extent to which any windfall gains have arisen (and use its discretion to make
any adjustments at that time, if necessary).
The following performance targets will apply to the 2025 LTIP awards:
Metric Weighting
Threshold
(25% vesting)
Stretch
(100% vesting)
Earnings per share
(cumulative, 2025-27)
30% 62p 72p
Relative TSR vs. FTSE250
(excluding investment trusts)
25% Median Upper quartile
Return on Capital Employed
(2027 ROCE)
25% 14% 16%
Strategic Objectives:
20%
Business excellence
(2027 gross margin)
One-third of element 32% 33%
Vitality
(2027 revenue from new products launched in the last five years, as a % of total)
One-third of element 13% 15%
Sustainability
(absolute reduction in tCO
2
e Scope 1 & Scope 2 emissions vs. 2021 baseline)
One-third of element 41% 43%
Straight-line vesting will apply for performance between Threshold and Stretch. Nil vesting for performance outcomes below Threshold.
The targets have been set taking into account taking into account the position of the performance cycle in the turnaround plan, as the
business accelerates its transition towards sustainable long-term growth.
Inken Braunschmidt
Chair of the Remuneration Committee
19 March 2025
Directors’ remuneration report continued
118
James Fisher and Sons plc Annual Report and Accounts 2024
Directors’ report
Use of financial instruments Note 32 191 to 197
This section contains additional information
which the Directors are required by law
and regulation to include within the Annual
Report and Accounts. The Directors’
report comprises this section as well as
the rest of the Governance section (from
pages 82 to 101) and those sections of the
Strategic report or financial statements as
referenced in this section.
We have chosen, in accordance with the
Companies Act 2006, to include certain
information in our Strategic report or
financial statements that would otherwise
be required to be disclosed in the
Directors’ report. This is set out in the
table above.
The Directors’ report and Strategic report
comprise the “management reports” for
the purposes of compliance with Financial
Services Authority’s Disclosure Guidance
and Transparency Rules (DTR) 4.1.8R. The
information that fulfils the requirements
of the Corporate Governance Statement
for the purposes of DTR 7 can be found
on page 81 (all of which forms part of this
Directors’ report) and in this Directors’
report. The statement of Directors’
responsibilities on page 123 is incorporated
into this Directors’ report by reference.
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development, the financial position of the
Group and a description of the principal
risks and uncertainties are set out in the
Strategic report on pages 72 to 80. Having
assessed the principal risks and the other
matters discussed in connection with the
viability statement, the Directors consider
it appropriate to adopt the going concern
basis of accounting in preparing this
Annual Report and Accounts as set out in
Note 2 on page 140.
Dividends
As a result of performance challenges,
the Company did not pay an interim
dividend for 2024, and the Board is
not recommending the payment of a
final dividend for the year. The Board is
committed to reinstating the dividend
when appropriate.
Share capital
Details of the share capital of the Company
and the shares held by the Company’s
Employee Share Trust, including the rights
and obligations attaching to the shares
are set out in Note 31 to the Financial
statements on page 190. The rights
and obligations attaching to the shares
are set out in the Company’s Articles
of Association (Articles). There are no
restrictions on voting other than deadlines
for exercising voting rights that apply to all
shareholders and any restrictions imposed
by law or regulation. In addition, there
are no specific restrictions on the size of
a holding nor on the transfer of shares,
both of which are governed by the general
provisions of the Articles and prevailing
legislation. The Directors are not aware of
any agreements between the holders of
the Company’s shares that may result in
restrictions on the transfer of securities or
on voting rights. No person has any special
rights of control over the Company’s share
capital. Where shares are held on behalf
of the Company’s employee benefit trust,
the trustees have discretion to vote on any
shares as they see fit and have not waived
their right to receive dividends.
At the AGM held on 30 May 2024, the
Company was given authority to purchase
up to 2,519,776 of its ordinary shares until
the date of its next AGM. No purchases
were made during the year and up to the
date of this report by the Company. The
Company has one class of ordinary share
and one class of preference share.
As at 31 December 2024, 50,398,063
ordinary shares of 25 pence each have
been issued, are fully paid up and are
listed on the London Stock Exchange,
representing 99.8 percent of the Company’s
share capital, and 100,000 cumulative
preference shares of £1 each have been
issued and fully paid up, representing 0.2%
of the Company’s share capital.
Directors
The biographies of the current Board of
Directors are set out on pages 88 to 89.
Aedamar stepped down as a Director of
the Company on 30 May 2024 and Shian
Jastram was appointed as a Non-Executive
Director on 1 March 2024. Details in
relation to changes in the composition of
the Board are provided in the Nominations
Committee report on pages 94 to 95.
Powers of Directors
The powers of the Directors are determined
by the Company’s Articles, the Companies
Act 2006 and in certain circumstances
(including in relation to the issuing or buying
back by the Company of its shares) the
authority given by the Company in general
meeting. The Directors will be seeking
shareholder approval for the authorities
granted to them in prior years at the
forthcoming AGM. Following the 2024 AGM,
the Directors are authorised to issue and
allot ordinary shares, to disapply statutory
pre-emption rights and to make market
purchases of the Company’s shares. Any
shares purchased may be cancelled or held
as treasury shares.
Substantial shareholders
Information provided to the Company
pursuant to the DTRs is published on a
Regulatory Information Service and on the
Company’s website. As at 31 December
2024, the Company had been notified (in
accordance with Rule 5 of the DTRs) of
the holdings of voting rights attached to
the issued ordinary share capital of the
Company, as set out in the table.
Appointment and
replacement of Directors
The rules regarding the appointment and
replacement of Directors are determined by
the Company’s Articles and the Companies
Act 2006. The Articles provide that at each
AGM every Director who has held office on
the date seven days before the date of notice
of the AGM shall retire from office and shall
be eligible for re-election at the AGM.
In accordance with the UK Corporate
Governance Code 2018 (Code), all
Directors will offer themselves for
re-election at the forthcoming AGM.
Subject matter Location Pages
Particulars of important events affecting the
Company which have occurred since the end
of financial year Strategic report
12 to 13
14 to 16
Likely future developments in the business Strategic report 14 to 16
Research and development Strategic report 20 to 30
Employee involvement and engagement Strategic report 42 to 43
Relationships with suppliers, customers and others Strategic report 50 to 51
119
Strategic ReportOverview Governance Financial Statements
Directors’ report continued
Additional information
for shareholders
The Articles can only be amended by
a special resolution at a general meeting
of the shareholders.
No political donations or contributions
were made during the year.
Details of Group subsidiaries can be
found on pages 214 to 217. Companies
within the Group have overseas branches
in Chile, Mozambique, the United Arab
Emirates, Taiwan and Denmark.
Significant agreements
– change of control
There are a number of agreements that
take effect after, or terminate upon, a
change of control of the Company, such
as commercial contracts. None of these
are considered to be significant in terms
of their likely impact on the business as
a whole apart from those set out below.
The Company is a guarantor of all of
the Group’s bank facilities which upon
a change of control could be withdrawn.
The rules of the Company’s LTIP,
ESOS and Sharesave schemes set
out the consequences of a change of
control on the rights of participants
under those schemes. Participants
are generally able to exercise their
options on a change of control,
provided that the relevant performance
conditions have been satisfied.
There are no agreements between
the Company and its Directors or
employees providing for compensation
for loss of office or employment (whether
through resignation, redundancy or
otherwise) that arise in the event of a
change of control of the Company.
Disclosure of information
to the auditor
In accordance with section 418 of the
Companies Act 2006, each Director
in office at the date of approval of
this Directors’ report confirms that:
• So far as the Director is aware, there is
no relevant audit information of which
the Company’s auditor is unaware.
• The Director has taken all the steps
that he/she ought to have taken as a
Director to make him/herself aware of
any relevant audit information and to
establish that the Company’s auditor
is aware of that information.
Directors’ and officers’
liability insurance
and indemnities
The Company maintains an appropriate
level of directors’ and officers’ liability
insurance. Pursuant to the Company’s
Articles, the Company indemnifies
the Directors of the Company and its
subsidiaries against liability to third
parties and against liability incurred
in connection with the Company’s
activities as trustee of an occupational
pension scheme, to the extent permitted
by the Companies Act 2006.
Directors’ conflict
of interest
Under the Companies Act 2006, a director
must avoid a situation where a direct or
indirect conflict of interest may occur. The
Board has adopted established procedures
to address the management of any
potential or actual conflicts of interest.
A conflict must be authorised in
advance by the Board. Directors are
asked at each Board meeting to check
the register of conflicts and confirm
that the register remains up to date
and that it remains appropriate for the
relevant matter to remain authorised.
Employment of
disabled persons
James Fisher is an equal opportunities
employer and is firmly committed to
both the principle and realisation of equality.
The Group is committed to complying
with all applicable laws governing
employment practices and to the prevention
of discrimination on the basis of any
unlawful criteria. In addition to complying
with legislative requirements, the Group
strives to ensure that disabled employees
(including anyone who becomes disabled
whilst employed with James Fisher) are
treated fairly and that their training, career
development and promotion needs are met.
The Group recognises its responsibility
to provide a safe operating environment
for all its employees. Our strong focus on
employee training, regulatory compliance
and accident reduction provides the
support to allow accountability to remain
with local management who are best
placed to ensure that their businesses
comply with local laws and regulations and
specific needs on a day-to-day basis. The
review of health and safety performance
is the first item on the agenda at each
Board and business board meetings.
We recognise that the success of our
business depends on our talented
workforce. Employees throughout
the Group are encouraged to
participate in training and development
programmes and to obtain professional
qualifications relevant to their roles.
Substantial shareholders
Number of
shares %
1
Nature of
holding
Trustees of the Sir John Fisher
Foundation 10,601,360 20.99 Direct
Schroders plc 5,072,333 10.04 Indirect
Aberforth Partners LLP 2,582,790 5.12 Indirect
Odyssean Investment Trust 3,600,000 7.14 Direct
FIL Limited 3,162,032 6.26 Direct
NFU Mutual Insurance Society Limited 1,976,768 3.92 Direct/Indirect
1. The percentage of voting rights detailed above was calculated at the time of the relevant disclosures made in
accordance with Rule 5 of the DTRs.
In the period from 31 December 2024 to the date of this report, the Company received the
following notifications:
Substantial shareholders
Number of
shares %
Nature of
holding
NFU Mutual Insurance Society 2,725,328 5.40 Direct
Shroders plc 5,596,711 11.10 Indirect
120
James Fisher and Sons plc Annual Report and Accounts 2024
Streamlined Energy and Carbon Reporting (SECR)
2024
UK Non-UK Group total
MWh tCO
2
e MWh tCO
2
e MWh tCO
2
e
Fuel combustion – mobile (Scope 1) 67,438 18,489 106,835 29,345 174,273 47,834
Fuel combustion – stationary (Scope 1) 3,328 711 1,300 298 4,628 1,009
Fugitive emissions (Scope 1) n/a 35 n/a 4 n/a 39
Purchased electricity, district heat and
cooling
(Scope 2 location-based)
1,908 395 1,744 615 3,652 1,010
Total Scope 1 & 2 (location-based) 72,674 19,630 109,879 30,262 181,253 49,594
Scope 1 & 2 (location-based) intensity metric
(tCO
2
e/£M revenue) 150.3 97.9 113.2
2023
UK Non-UK Group total
MWh tCO
2
e MWh tCO
2
e MWh tCO
2
e
Fuel combustion – mobile (Scope 1) 102,184 28,252 160,565 44,384 262,749 72,636
Fuel combustion – stationary (Scope 1) 2,207 462 1,966 470 4,173 932
Fugitive emissions (Scope 1) n/a 15 n/a 56 n/a 71
Purchased electricity, district heat and
cooling
(Scope 2 location-based)
2,267 544 2,328 703 4,595 1,247
Total Scope 1 & 2 (location-based) 106,658 29,273 164,859 45,613 271,517 74,885
Scope 1 & 2 (location-based) intensity metric
(tCO
2
e/£M revenue) 185.9 134.7 150.9
Previously reported 2023 (October 2022 - September 2023)
UK Non-UK Group total
MWh tCO
2
e MWh tCO
2
e MWh tCO
2
e
Fuel combustion – mobile (Scope 1) 101,333 28,022 160,724 44,375 262,057 72,397
Fuel combustion – stationary (Scope 1) 2,176 462 1,944 471 4,120 933
Fugitive emissions (Scope 1) n/a 15 n/a 56 n/a 71
Purchased electricity, district heat and
cooling
(Scope 2 location-based)
2,611 529 2,364 778 4,595 1,307
Total Scope 1 & 2 (location-based) 106,120 29,028 165,032 45,680 271,152 74,708
Scope 1 & 2 (location-based) intensity metric
(tCO
2
e/£M revenue) 184.3 134.9 145.9
Note: totals may not add up due to rounding.
Information required by
UK Listing Rule 6.6.1 (3)
The details of long-term incentive schemes
as required by LR 6.6.1 (3) are set out in the
Remuneration report on pages 109 to 118.
Streamlined Energy and
Carbon Reporting (SECR)
Annual Energy Use and GHG
emissions
In 2024, the Group’s non-UK facilities
accounted for 61% of energy consumption,
with the UK facilities accounting for the
remaining 39%. Across the Group, mobile
fuel combustion, predominantly from our
vessels, was the largest source of energy
consumed (96%). We continue to identify
energy efficiency measures for our vessels
through digitalisation.
121
Strategic ReportOverview Governance Financial Statements
1 Council of the European Union (2021), https://data.consilium.europa.eu/doc/document/ST-10585-2021-INIT/en/pdf (Accessed 22 May 2024). Department for Energy Security and
Net Zero (2024). 2024 Government GHG Conversion Factors for Company Reporting. Commonwealth of Australia 2024 (Department of the Environment and Energy) National
Greenhouse Account Factors (NGA) - Australian National Greenhouse Accounts. Feb 2025. CO2 emissiefactoren (2024), http://co2emissiefactoren.nl/lijst-emissiefactoren/
accessed January 2024. EIA (2021). Carbon Dioxide Emissions Coefficients by Fuel. Released November 18, 2021. Energi Företagen (2024) Lokala miljävärden 2023. Sweden.
EPA (2024). Supply Chain Greenhouse Gas Emission Factors v1.3 by NAICS-6. EPA (2024). eGrid2022. Release: 1/30/2024. Online: https://www.epa.gov/egrid/download-data.
Accessed February 9, 2024. EPA (2024). Inventory of U.S. Greenhouse Gas Emissions and Sinks: 1990-2022. United States Environmental Protection Agency. GHG Protocol Brasil
(2024). Ferramenta GHG Protocol 2024. Version 2024.0.2 Programa Brasileiro GHG Protocol. Governo do Brasil (2025). MCTIC. Arquivos dos fatores médios de emissão de CO2
grid mês/ano. Ministério da Ciência, Tecnologia, Inovações e Comunicações. United Nations (2025). SEPA (2024). Emissionsfaktorer och värmevärden, Underlag till Sveriges
växthusgasinventering för utsläppsåren 1990-2022 till UNFCCC. UN Statistics Division - 2022 Energy Balance Visualizations. IPCC (2019). Revised IPCC Guidelines for National
Greenhouse Gas Inventories: Reference Manual. Intergovernmental Pan.
Directors’ report continued
As explained in the Planet section of the
Strategic Report page 47 our ‘Fleet of the
Future’ strategy is twofold:
• For the existing fleet, we have installed
bunker software that has enabled us to
collect data to identify and implement
operational efficiencies (including
hull cleaning, optimised routeing and
ship consumption), contributing to fuel
use reductions.
• We are also replacing older vessels with
newbuilding ships that use alternative
fuel propulsion. Going beyond our
current regulatory requirements, we
have invested in four new vessels
with LNG dual-fuel engines. This is a
pioneering project that will help enable
the switch to LNG in the maritime sector.
To ensure the required infrastructure
was in place, we also collaborated with
supply chain partners to set up a supply
point in Sunderland. The newbuilds
are also equipped with an advanced
software that collects data onboard and
identifies efficiency measures.
We have also progressed energy efficiency
lighting upgrades at our Cattedown
Whaves site in 2024.
The Group’s total Scope 1 and Scope 2
greenhouse gas emissions were 49,594
tCO
2
e. As with energy consumption, the
Group’s non-UK facilities accounted for
most of the greenhouse gas emissions
(61%), with the UK sites accounting for
the remaining 39%.
We have updated our SECR table to
reflect the required disclosure for quoted
companies in the UK, with details on
Scope 1 and 2 emissions. Assessing the
full Scope 3 emissions across the Group
is an ongoing exercise. Further details on
our Scope 3 reporting and commitments
can be found in the Planet section of
this report.
Methodology
In line with the requirements set out in the
UK Government’s guidance on streamlined
energy and carbon reporting (SECR),
the SECR table above shows James
Fisher’s total annual energy use and GHG
emissions associated with our Scope 1
emissions from the consumption of fuels
(namely diesel, petrol, burning oil, fuel
oil, and gas oil), natural gas, liquid natural
gas (LNG) liquid petroleum gas (LPG) and
refrigerant losses.It also shows our Scope
2 emissions from purchased electricity,
district heating and cooling in stationary
and mobile assets, for the reporting period
Previously, we reported our GHG
emissions data for the period of October-
September. For 2024, we have updated
our GHG emissions reporting period to
January-December to align with our
financial reporting. To maintain data
consistency and comparability, we have
also recalculated emissions for previous
years. From our 2021 baseline to 2023, we
have adjusted the start date to 1 January
for each reporting year and shifted Q4 data
into the relevant calendar year. Since Q4
2023 actuals were unavailable, we have
used estimates based on 2022 data.
Our greenhouse gas emissions are
calculated in accordance with the
requirements of the ‘GHG Protocol: A
Corporate Accounting and Reporting
Standard, revised edition’. GHG emission
conversion factors were sourced from
Governments and industry-relevant
agencies; see footnote for our full source
list
1
. The Group’s disclosures are based on
location-based results. We recognise there
are benefits in monitoring market-based
data and are in the process of applying
market-based instruments.
James Fisher operates a fleet of vessels
across its business units. In order to
account for these vessels in the SECR
disclosure, the Group has used the trading
area of the vessel to distinguish between
its UK and non-UK footprint, as the
trading area most closely indicates where
fuel is consumed and, therefore, where
the associated emissions should be
accounted for.
The Group used verifiable activity data
from meter data and invoices where
reasonable and practicable. Where
verifiable data was not available, estimates
based on data from previous comparable
time periods were used.
Annual General Meeting
(AGM)
The AGM is to be held on 13 May, 2025
at Abbey House Hotel and Gardens in
Barrow- in-Furness. Further details will be
provided in the Notice of AGM.
The Directors’ report was approved by
the Board of Directors and is signed on its
behalf by:
Karen Hayzen-Smith
Chief Financial Officer
19 March 2025
122
James Fisher and Sons plc Annual Report and Accounts 2024
Statement of Directors’ responsibilities
in respect of the Annual Report and the
financial statements
The Directors are responsible
for preparing the Annual
Report and the Group
and parent Company
financial statements in
accordance with applicable
law and regulations.
Company law requires the Directors to
prepare Group and Parent Company
financial statements for each financial
year. Under that law they are required to
prepare the Group financial statements in
accordance with UK-adopted international
accounting standards and applicable
law and have elected to prepare the
Parent Company financial statements in
accordance with UK accounting standards
and applicable law, including FRS 101
Reduced Disclosure Framework.
Under company law the Directors must
not approve the financial statements
unless they are satisfied that they give a
true and fair view of the state of affairs
of the Group and Parent Company
and of the Group’s profit or loss for
that period. In preparing each of the
Group and Parent Company financial
statements, the Directors are required to:
• Select suitable accounting policies
and then apply them consistently.
• Make judgements and estimates that
are reasonable, relevant and reliable
and, in respect of the Parent Company
financial statements only, prudent.
• For the Group Financial Statements,
state whether they have been prepared
in accordance with UK-adopted
international accounting standards.
• For the Parent Company financial
statements, state whether applicable
UK accounting standards have
been followed, subject to any
material departures disclosed
and explained in the parent
Company financial statements.
• Assess the Group and Parent
Company’s ability to continue as a going
concern, disclosing, as applicable,
matters related to going concern.
• Use the going concern basis of
accounting unless they either intend
to liquidate the Group or the Parent
Company or to cease operations, or have
no realistic alternative but to do so.
The Directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the Parent
Company’s transactions and disclose
with reasonable accuracy at any time
the financial position of the Parent
Company and enable them to ensure
that its Financial Statements comply
with the Companies Act 2006. They are
responsible for such internal control as
they determine is necessary to enable the
preparation of financial statements that are
free from material misstatement, whether
due to fraud or error, and have general
responsibility for taking such steps as are
reasonably open to them to safeguard
the assets of the Group and to prevent
and detect fraud and other irregularities.
Under applicable law and regulations,
the Directors are also responsible for
preparing a Strategic Report, Directors’
Report, Directors’ Remuneration
Report and Corporate Governance
Statement that complies with that
law and those regulations.
The Directors are responsible for the
maintenance and integrity of the corporate
and financial information included on
the Company’s website. Legislation in
the UK governing the preparation and
dissemination of financial statements may
differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance
and Transparency Rule (“DTR”) 4.1.16R,
the financial statements will form part of
the annual financial report prepared under
DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements
provides no assurance over whether the
annual financial report has been prepared
in accordance with those requirements.
Responsibility statement of
the Directors in respect of
the annual financial report
We confirm that to the best
of our knowledge:
• The Financial Statements, prepared
in accordance with the applicable set
of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit or loss of the
Company and the undertakings included
in the consolidation taken as a whole.
• The strategic report and Directors’ report
includes a fair review of the development
and performance of the business
and the position of the Company
and the undertakings included in the
consolidation taken as a whole, together
with a description of the principal risks
and uncertainties that they face.
We consider the Annual Report and
Accounts, taken as a whole, is fair,
balanced and understanable and
provides the information necessaary
for shareholders to assess the
Group’s position and performane,
Buianess model and strategy.
Karen Hayzen-Smith
Chief Financial Officer
19 March 2025
Chief Executive Officer
19 March 2025
123
Strategic ReportOverview Governance Financial Statements
Financial Statements
124
James Fisher and Sons plc Annual Report and Accounts 2024
Independent auditor’s report 126
Consolidated income statement 134
Consolidated statement of other
comprehensive income 135
Consolidated statement of financial position 136
Consolidated statement of changes
in equity 137
Consolidated cash flow statement 138
Guide to financial statements disclosures 139
Notes to the consolidated financial statements 140
Company statement of financial position 201
Company statement of changes in equity 202
Notes to the Company financial statements 203
Subsidiaries and associated
undertakings 214
Group financial record 218
Investor information 219
125
Strategic ReportOverview Governance Financial Statements
1. Our opinion is unmodified
We have audited the financial statements of James Fisher and Sons plc (“the Company”) for the year ended 31 December 2024
which comprise the Consolidated Income Statement, the Consolidated Statement of Other Comprehensive Income, the Consolidated
and Company Statement of Financial Position, the Consolidated Cash Flow Statement, the Consolidated and Company Statement of
Changes in Equity and the related notes, including the accounting policies in Note 2.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December
2024 and of the Group’s profit for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-adopted international accounting standards;
• the parent Company financial statements have been properly prepared in accordance with UK accounting standards, including
FRS 101 Reduced Disclosure Framework; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities are described below. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our
opinion. Our audit opinion is consistent with our report to the audit committee.
We were first appointed as auditor by the directors on 30 June 2008. The period of total uninterrupted engagement is for the seventeen
financial years ended 31 December 2024. We have fulfilled our ethical responsibilities under, and we remain independent of the Group
in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to listed public interest entities.
No non-audit services prohibited by that standard were provided.
Overview
Materiality: group financial statements
as a whole £2.1m (2023: £2.3m) 0.5% of revenue from continuing operations (2023:0.5%
of revenue from continuing operations)
Key audit matters vs 2023
Recurring risks Recoverability of goodwill related to JFD and Renewables ◄►
Recoverability of Parent Company investment in Subsidiaries ▼
2. Key audit matters: our assessment of risks of material misstatement
Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial
statements and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the
efforts of the engagement team. We summarise below the key audit matters, in decreasing order of audit significance, in arriving at
our audit opinion above, together with our key audit procedures to address those matters and, as required for public interest entities,
our results from those procedures. These matters were addressed, and our results are based on procedures undertaken, in the context
of, and solely for the purpose of, our audit of the financial statements as a whole, and in forming our opinion thereon, and consequently
are incidental to that opinion, and we do not provide a separate opinion on these matters.
Recoverability of goodwill related to JFD with carrying value of £8.7m (2023: £8.6m) and Renewables with
carrying value of £9.4m (2023: £9.4m) Risk vs 2023: Stable
Refer to page 99 (Audit and Risk Committee report), page 147 (accounting policy) and page 170 (financial disclosure)
The risk: Forecast based assessment
The recoverability of goodwill in the Group is subjective due to the inherent uncertainty involved in forecasting and discounting future
cash flows, particularly in light of the ongoing trading performance in the current and prior years and future growth expectations.
The effect of these matters is that, as part of our risk assessment, we determined that the recoverable amount of goodwill has a high
degree of estimation uncertainty, with a potential range of reasonable outcomes greater than our materiality for the financial statements
as a whole and possibly many times that amount. The financial statements Note 15 discloses the sensitivity estimated by the Group
for goodwill.
Through our risk assessment, we have isolated the risk of material impairment to the goodwill balances related to JFD and Renewables
due to the increased level of inherent uncertainty within the Group’s discounted cashflow workings for these two CGUs. As a result
of the level of estimation uncertainty and the potential for management bias, we identified a significant risk of both fraud and error in
respect of the impairment of goodwill of these CGUs. The financial statements Note 15 discloses management’s process for undertaking
the impairment assessment, including details of key assumptions and sensitivity analysis.
Our response: We performed the tests below rather than seeking to rely on any of the group’s controls because the nature of the
balance is such that detailed testing is inherently the most effective means of obtaining audit evidence.
Independent auditor’s report
to the members of James Fisher and Sons plc
126
James Fisher and Sons plc Annual Report and Accounts 2024
2. Key audit matters: our assessment of risks of material misstatement continued
Our audit procedures included:
1. Historical comparisons: Assessing the reasonableness of management’s budgets by considering the historical accuracy
of previous forecasts.
2. Our sector experience: Evaluating the assumptions used, in particular those relating to anticipated revenue growth, including
expected new business, the gross margin, the discount rate and the terminal growth rate. We have considered market conditions,
including potential impacts of climate change and known or probable changes in the business environment, when challenging the
key assumptions in the cashflows. We assessed the key assumptions in the Group’s forecasts, drawing on historical data and our own
research and sector experience.
3. Benchmarking assumptions: Comparing the Group’s assumptions to externally derived data in relation to key inputs such as market
growth rate, terminal growth value, discount rate (using our own valuation specialist), and the period of cash flows included within the
model. Considering whether items of capital expenditure included in the budget are allowable in the value-in-use cash flow forecasts
under the accounting standards.
4. Sensitivity analysis: Performing sensitivity analysis on the key assumptions noted above either in isolation or in aggregate. This
included reperforming management’s sensitivities within their goodwill impairment model.
5. Assessing transparency: Assessing whether the Group’s disclosures about the sensitivity of the outcome of the impairment
assessment to changes in key assumptions reflected the risks inherent in the recoverable amounts of goodwill.
Our results: We found the Group goodwill balances, to be acceptable (2023: acceptable).
Recoverability of Parent Company investment in Subsidiaries with a carrying value of £377.3m (2023:
£268.7m) Risk vs 2023: Decreased
Refer to page 203 (accounting policy) and page 207 (financial disclosure)
The risk: Forecast based assessment
The carrying amount of the parent Company’s investments in subsidiaries represents 84.2% (2023: 65.1%) of the parent Company’s
total assets.
The estimated recoverable amount is subjective due to inherent uncertainty involved in forecasting future cash flows, particularly in
light of the ongoing trading and the Group’s market capitalisation versus Parent company’s net assets.
The effect of these matters is that, as part of our risk assessment for audit planning purposes, we determined that the recoverable
amount of the Parent Company’s investment in subsidiaries had a high degree of estimation uncertainty, with a potential range of
reasonable outcomes greater than our materiality for the financial statements as a whole. In conducting our final audit work, we
concluded that reasonable possible changes to the recoverable amount would not be expected to result in material impairment.
Our response: We performed the tests below rather than seeking to rely on any of the group’s controls because the nature of the
balance is such that detailed testing is inherently the most effective means of obtaining audit evidence.
Our audit procedures included:
1. Test of detail: We performed testing over the restructure of the investments following the insertion of a new Holdco in the year by
corroborating to legal documentation and assessing the treatment in accordance with relevant accounting standards.
2. Test of detail: Comparing the carrying value of 100% of investments with the relevant subsidiaries’ net assets included within the
Group consolidation to identify whether their net assets, being an approximation of their minimum recoverable amount, were in
excess of their carrying amount
3. Historical comparisons: Assessing the reasonableness of management’s budgets by considering the historical accuracy of previous
forecasts.
4. Our sector experience: Evaluating the assumptions used, in particular those relating to anticipated revenue growth, including
expected new business, the discount rate and the terminal growth rate. We have considered market conditions, including potential
impacts of climate change and known or probable changes in the business environment, when challenging the key assumptions
in the cashflows. We assessed the key assumptions to the Group’s forecasts, drawing on historical data and our own research and
sector experience.
5. Benchmarking assumptions: Comparing the Group’s assumptions to externally derived data in relation to key inputs such as market
growth rate, terminal growth value, discount rate, and the period of cash flows included within the model. Considering whether items
of capital expenditure included in the budget are allowable in the value-in-use cash flow forecasts under the accounting standards.
6. Sensitivity analysis: Performing sensitivity analysis on the key assumptions noted above either in isolation or in aggregate. This
included reperforming management’s sensitivities within their investment impairment model.
7. Assessing transparency: Assessing the adequacy of the Company’s disclosures in respect of recoverability of Parent Company
investment in Subsidiaries.
Our results: We found the carrying value of Parent Company investments in Subsidiaries to be acceptable (2023: acceptable).
We continue to perform procedures over going concern. However, following the refinance in the year, we have not assessed this as
one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year.
127
Strategic ReportOverview Governance Financial Statements
Independent auditor’s report
to the members of James Fisher and Sons plc continued
3. Our application of materiality and an overview of the scope of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at £2.1m (2023: £2.3m), determined with reference to a benchmark of
Group revenue as disclosed in Note 7 of £437.7m, of which it represents 0.5% (2023: 0.5%).
We consider total Group revenue from continuing operations to be the most appropriate benchmark because of the significant
fluctuations in profit before tax in recent years caused by impairments, refinancing and business disposals. Whilst the Group is focused
on profit measures, there has been significant volatility in recent years which has impacted the Group’s profit before tax.
Materiality for the parent Company financial statements as a whole was set at £2.0m (2023: £2.0m), determined with reference to a
benchmark of parent Company total assets of £447.9m (2023: £412.5m), of which it represents 0.4% (2023: 0.5%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed to a lower threshold,
performance materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements in individual account
balances add up to a material amount across the financial statements as a whole.
Performance materiality for the Group was set at 65% (2023: 65%) of materiality for the financial statements as a whole, which equates
to £1.4m (2023: £1.5m). We applied this percentage in our determination of performance materiality based on the level of control
deficiencies and identified misstatements during the prior period.
Performance materiality for the parent Company was set at 75% (2023: 75%) of materiality for the financial statements as a whole,
which equates to £1.5m (2023: £1.5m). We applied this percentage in our determination of performance materiality because we did not
identify any factors indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified misstatements exceeding £105k (2023: £115k), in
addition to other identified misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
This year, we applied the revised group auditing standard in our audit of the consolidated financial statements. The revised standard
changes how an auditor approaches the identification of components, and how the audit procedures are planned and executed across
components.
In particular, the definition of a component has changed, shifting the focus from how the entity prepares financial information to how
we, as the group auditor, plan to perform audit procedures to address group risks of material misstatement (“RMMs”). Similarly, the
group auditor has an increased role in designing the audit procedures as well as making decisions on where these procedures are
performed (centrally and/or at component level) and how these procedures are executed and supervised. As a result, we assess
scoping and coverage in a different way and comparisons to prior period coverage figures are not meaningful. In this report we provide
an indication of scope coverage on the new basis.
We performed risk assessment procedures to determine which of the Group’s components are likely to include risks of material
misstatement to the Group financial statements and which procedures to perform at these components to address those risks.
In total, we identified 130 components, having considered our evaluation of the Group’s operational structure, the existence of common
risk profile across entities and the existence of common information systems.
Of those, we identified 3 quantitatively significant components which contained the largest percentages of either total revenue or total
assets of the Group, for which we performed audit procedures.
We also identified 1 component as requiring special audit consideration, owing to Group risk relating to the defined benefit pension
obligation residing in the component.
Additionally, having considered qualitative and quantitative factors, we selected 13 components with accounts and disclosures
contributing to the specific RMMs of the Group financial statements.
Accordingly, we performed audit procedures on 17 components, of which we involved component auditors in performing the audit work
on 12 components. We performed the audit of the parent Company.
The Group auditor issued audit instructions to component auditors on the scope of their work and set the component materialities,
ranging from £1.2m to £0.5m, having regard to the mix of size and risk profile of the Group across the components.
Our audit procedures covered 85% of the Group’s revenue. We performed audit procedures in relation to components that accounted
for 80% of the Group’s total assets and 75% of the total profits and losses that made up the Group’s underlying profit before tax
disclosed in Note 5.1. Non-underlying income and costs have been tested centrally by the Group auditor.
For the remaining components for which we performed no audit procedures, no component represented more than 2% of Group
total revenue,3% of Group total assets or 4% of the total profits and losses that make up the Group’s underlying profit before tax. We
performed analysis at an aggregated Group level to re-examine our assessment that there is not a reasonable possibility of a material
misstatement in these components.
Group auditor oversight
As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment and planning discussion meetings
with component auditors to discuss Group audit risks relevant to the components, including the key audit matter in respect of
recoverability of goodwill related to JFD and Renewables.
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3. Our application of materiality and an overview of the scope of our audit
continued
Group auditor oversight
continued
The Group team visited five component locations to assess the audit risks and strategy. Regular video and telephone conference
meetings were also held with these component auditors and others that were not physically visited. At these visits and meetings, the
results of the planning procedures and further audit procedures communicated to us were discussed in more detail, and any further
work required by us was then performed by the component auditors.
We inspected the work performed by the component auditors for the purpose of the Group audit and evaluated the appropriateness of
conclusions drawn from the audit evidence obtained and consistencies between communicated findings and work performed.
Our consideration of the control environment
We identified the following IT systems which were relevant to the Group audit:
• A diverse range of financial ERP systems used by in-scope components to record accounting transactions; and
• The IT system used for in the Group’s financial reporting process.
Our IT auditors supported us in obtaining an understanding of these IT systems. We were not able to rely on general IT controls for
these IT systems due the informality of the IT environment at both the Group and the component level.
As noted by the Audit Committee on page 100, the Group’s internal system of controls is undergoing a programme of improvement to
formalise controls. The developing nature of the control environment outlined by the Audit Committee is consistent with our own audit
findings in the current year.
As a result of the IT informalities identified and the developing nature of the control environment, the scope of our audit work was
predominantly substantive, and we planned additional substantive testing, including our audit of revenue and journals for all in-scope
components. Given that we did not plan to rely on IT controls in our audit, a direct testing approach was used over the completeness
and reliability of system data used in our substantive testing.
4. The impact of climate change on our audit
In planning our audit, we have considered the potential impact of climate change on the group’s business operations and its financial
statements taking into account the different divisions. We recognise given the diverse nature of the group’s operations there are
potentially both risks and opportunities arising as a result of climate change.
The potential effects of climate change vary for different activities of the group, with those divisions that are more linked to fossil fuel
activity potentially being more affected as there is a transition to focus on more renewable energy sources.
Uncertainties and potential changes to the longer-term activity of the group could affect the elements of financial statements with
forward-looking assessments such as impairment of, or reassessment of the life of, long-term assets and goodwill balances.
As part of our risk assessment we made enquiries of management and reviewed board minutes and related risk and internal audit
documents. Our risk assessment took into account the nature of the group’s long-term assets and the relative size of assets related to
the divisions with most exposure to climate change uncertainty.
In the course of our audit work, we also took climate change factors into account in evaluating the directors’ assessment of the useful
life of vessels and when evaluating the directors’ assessment of recoverability of goodwill.
We have read the disclosure of climate related information in the front half of the annual report and considered consistency with the
financial statements and our audit knowledge.
5. Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the
Company or to cease their operations, and as they have concluded that the Group’s and the Company’s financial position means that
this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability
to continue as a going concern for at least a year from the date of approval of the financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic environment to identify the inherent risks to its business
model and analysed how those risks might affect the Group and Parent Company’s financial resources or ability to continue over the
going concern period. The risks that we considered most likely to adversely impact the Group and Parent Company’s available financial
resources over this period were a possible reduction in operating profit as a result of risks relating to unsecured revenue streams,
timing of contract wins, expansion into new jurisdictions, the lack of turnaround from underperforming businesses as well as cash flow
disruptions arising from late payments from customers, project delivery challenges and an increase in inventory days.
We considered whether these risks could plausibly affect the liquidity or covenant compliance in the going concern period by assessing
the Directors’ sensitivities over the level of available financial resources and covenant thresholds indicated by the Group’s financial
forecasts taking account of severe, but plausible adverse effects that could arise from these risks individually and collectively.
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Independent auditor’s report
to the members of James Fisher and Sons plc continued
5. Going concern
continued
Our procedures included:
• critically assessing assumptions in the base case and severe but plausible downside scenarios, particularly in relation to forecast
liquidity, profitability and performance, including assessing consistency to external information such as industry and economic
forecasts;
• inspecting the Group’s Revolving Credit Facility and bilaterial facility agreements (“Group’s funding arrangements”) to identify
relevant financial and non-financial covenants and key terms including the maturity date;
• reperforming the year end covenant calculation for the Group’s funding arrangements;
• assessing the ability of the Group to accurately forecast by comparing historical results to forecasts and assessing the most recent
year’s performance against forecasts to challenge key assumptions in the base case and severe but plausible downside scenario;
• considering whether the assumptions applied in the severe but plausible scenario are considered to be severe enough using our
assessment of the possible range of each key assumption and taking account of plausible (but not unrealistic) adverse effects that
could arise;
• considering whether the going concern disclosure in Note 2 to the financial statements gives a full and accurate description of the
Directors’ assessment of going concern, including the identified risks, and related sensitivities.
Our conclusions based on this work:
• we consider that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is
appropriate;
• we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty related to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s or Company’s ability to continue as a going
concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the Directors’ statement in Note 2.3 to the financial statements on
the use of the going concern basis of accounting with no material uncertainties that may cast significant doubt over the Group and
Company’s use of that basis for the going concern period, and we found the going concern disclosure in Note 2.3 to be acceptable;
and
• the related statement under the UK Listing Rules set out on page 119 is materially consistent with the financial statements and our
audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the
Company will continue in operation.
6. Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could indicate an incentive
or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:
• Enquiring of directors, the audit committee, internal audit, the Group General Counsel and the Company Secretary and inspection of
policy documentation as to the Group’s high-level policies and procedures to prevent and detect fraud, including the internal audit
function, the Group’s channel for “whistleblowing”, as well as whether they have knowledge of any actual, suspected or alleged fraud.
• Reading Board, audit committee and risk committee minutes.
• Considering remuneration incentive schemes and performance targets for management and directors.
• Using analytical procedures to identify any unusual or unexpected relationships.
• Consultation with our own forensic professionals regarding the identified fraud risks and the design of the audit procedures planned
in response to these. This involved discussion between the engagement partner, the Group audit team and the forensic professionals.
We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit.
This included communication from the Group auditor to component auditors of relevant fraud risks identified at the Group level and
requesting component auditors performing procedures at the component level to report to the Group auditor any identified fraud risk
factors or identified or suspected instances of fraud.
As required by auditing standards and taking into account possible pressures to meet profit targets, covenants for banking facilities and
our overall knowledge of the control environment, we perform procedures to address the risk of management override of controls, in
particular the risk that Group and component management may be in a position to make inappropriate accounting entries and the risk
of bias in accounting estimates such as provisions for impairment of goodwill.
On this audit we do not believe there is a fraud risk related to revenue recognition on long-term contracts due to the stage of completion
of those contracts; and for remaining revenue streams, we do not believe there is a fraud risk related to revenue recognition as the
recognition is not complex.
We did not identify any additional fraud risks.
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6. Fraud and breaches of laws and regulations – ability to detect continued
Identifying and responding to risks of material misstatement due to fraud continued
Further detail in respect of goodwill impairment is set out in the key audit matter disclosures in section 3 of this report.
We performed procedures including:
• Identifying journal entries to test for all selected components based on risk criteria and comparing the identified entries to supporting
documentation. These included unexpected journals posted to revenue, expense, cash and borrowings accounts; and commissions
paid to agents as well as journals posted by senior members of management and journals with specific descriptions.
• Evaluating the business purpose of significant unusual transactions.
• Assessing whether the judgements made in making accounting estimates are indicative of a potential bias including assessing for
bias the provision for impairment of goodwill.
Identifying and responding to risks of material misstatement related to compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements
from our general commercial and sector experience, through discussion with the directors, the Group General Counsel, the Company
Secretary and other management (as required by auditing standards), and from inspection of the Group’s regulatory and legal
correspondence and discussed with the directors, the Group General Counsel, the Company Secretary and other management the
policies and procedures regarding compliance with laws and regulations.
As the Group is regulated, our assessment of risks involved gaining an understanding of the control environment including the entity’s
procedures for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance
throughout the audit. This included communication from the group auditors to component auditors of relevant laws and regulations
identified at the Group level, and a request for component auditors to report to the Group audit team any instances of non-compliance
with laws and regulations that could give rise to a material misstatement at the Group level.
The potential effect of these laws and regulations on the financial statements varies considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation
(including related companies legislation), distributable profits legislation, taxation legislation and pension legislation and we assessed
the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material
effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation or the loss of
the Group’s license to operate. We identified the following areas as those most likely to have such an effect: health and safety, data
protection laws, anti-bribery, foreign corrupt practices act, anti money laundering and sanctions checking, environmental laws,
employment law, maritime law and certain aspects of company legislation recognising the nature of the Group’s activities and its
legal form.
Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the
directors and other management and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational
regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
We discussed with the audit committee matters related to actual or suspected breaches of laws or regulations, for which disclosure
is not necessary, and considered any implications for our audit.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements
in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For
example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial
statements, the less likely the inherently limited procedures required by auditing standards would identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement.
We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and
regulations.
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Independent auditor’s report
to the members of James Fisher and Sons plc continued
7. We have nothing to report on the other information in the Annual Report
The directors are responsible for the other information presented in the Annual Report together with the financial statements. Our
opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except
as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether, based on our financial statements audit work, the
information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that
work we have not identified material misstatements in the other information.
Strategic report and directors’ report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the directors’ report;
• in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Directors’ remuneration report
In our opinion the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
Disclosures of emerging and principal risks and longer-term viability
We are required to perform procedures to identify whether there is a material inconsistency between the directors’ disclosures in
respect of emerging and principal risks and the viability statement, and the financial statements and our audit knowledge.
Based on those procedures, we have nothing material to add or draw attention to in relation to:
• the Directors’ confirmation within the viability statement on page 79 that they have carried out a robust assessment of the emerging
and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and
liquidity;
• the Emerging and Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they
are being managed and mitigated; and
• the Directors’ explanation in the viability statement of how they have assessed the prospects of the Group, over what period they have
done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation
that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications or assumptions.
We are also required to review the viability statement, set out on page 79 under the UK Listing Rules. Based on the above procedures,
we have concluded that the above disclosures are materially consistent with the financial statements and our audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge acquired during our financial statements audit.
As we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with
judgements that were reasonable at the time they were made, the absence of anything to report on these statements is not a guarantee
as to the Group’s and Company’s longer-term viability.
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material inconsistency between the Directors’ corporate
governance disclosures and the financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially consistent with the financial statements and
our audit knowledge:
• the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and
understandable, and provides the information necessary for shareholders to assess the Group’s position and performance, business
model and strategy;
• the section of the annual report describing the work of the Audit Committee, including the significant issues that the audit committee
considered in relation to the financial statements, and how these issues were addressed; and
• the section of the annual report that describes the review of the effectiveness of the Group’s risk management and internal control
systems.
We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance with the provisions of
the UK Corporate Governance Code specified by the UK Listing Rules for our review. We have nothing to report in this respect.
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James Fisher and Sons plc Annual Report and Accounts 2024
8. We have nothing to report on the other matters on which we are required
to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received
from branches not visited by us; or
• the parent Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with
the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 123, the Directors are responsible for: the preparation of the financial
statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable
the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group
and parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the
going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of
assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial report prepared under Disclosure Guidance and
Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report provides no assurance over whether the annual financial report has been
prepared in accordance with those requirements.
10. The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we
have formed.
for and on behalf of KPMG LLP , Statutory Auditor
Chartered Accountants
15 Canada Square
London, E14 5GL
United Kingdom
19 March 2025
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Strategic ReportOverview Governance Financial Statements
Consolidated income statement
for the year ended 31 December 2024
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2024 | 2023 | ||
| Notes | £m | £m | |
| Continuing operations | |||
Revenue | 7 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Impairment charges | 8 | ( | ( |
Profit on disposal of businesses | 8 | ||
Refinancing costs | ( | ( | |
Restructuring costs | ( | ( | |
Share of post-tax results of joint ventures and associates | 18 | ||
Operating profit/(loss) | 8 | ( | |
Investment income | 10 | ||
Finance expense | 10 | ( | ( |
Net unrealised foreign exchange on lease liabilities | 10 | ( | |
Profit/(loss) before taxation | ( | ||
Tax expense | 11 | ( | ( |
Profit/(loss) for the year from continuing operations | ( | ||
Loss for the year from discontinued operations, net of tax | 12 | ( | |
Profit/(loss) for the year | ( | ||
| Attributable to: | |||
Owners of the Company | ( | ||
Non-controlling interests | |||
( | |||
Profit/(loss) per share | pence | pence | |
Basic | 14 | ( | |
Diluted | 14 | ( | |
Profit/(loss) per share – continuing operations | pence | pence | |
Basic | 14 | ( | |
Diluted | 14 | ( |
The accompanying notes form part of these financial statements.
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James Fisher and Sons plc Annual Report and Accounts 2024
Consolidated statement of other comprehensive
income for year ended 31 December 2024
| Year ended | Year ended | ||
| 31 December | 31 December | ||
| 2024 | 2023 | ||
| Notes | £m | £m | |
Profit/(loss) for the year | ( | ||
| Other comprehensive income/(expense): | |||
| Items that will not be classified to the income statement | |||
Actuarial gain in defined benefit pension schemes | 29 | ||
Tax on items that will not be reclassified | 11 | ( | |
| Items that may be reclassified to the income statement | |||
Exchange differences on foreign currency net investments | ( | ( | |
Effective portion of changes in fair value of cash flow hedges | 32 | ( | ( |
Effective portion of changes in fair value of cash flow hedges in joint ventures | 18 | ( | |
Net changes in fair value of cash flow hedges transferred to income statement | ( | ||
Tax on items that may be reclassified | 11 | ( | |
( | ( | ||
Total other comprehensive income/(expense) for the year | ( | ( | |
Total comprehensive income/(expense) for the year | ( | ||
| Attributable to: | |||
Owners of the Company | ( | ||
Non-controlling interests | |||
( |
The accompanying notes form part of these financial statements.
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Strategic ReportOverview Governance Financial Statements
at 31 December 2024
| 31 December | |||
2023 1 | |||
| Notes | £m | £m | |
| Non-current assets | |||
Goodwill | 15 | ||
Other intangible assets | 15 | ||
Property, plant and equipment | 16 | ||
Right-of-use assets | 17 | ||
Investment in joint ventures and associates | 18 | ||
Other investments | 19 | ||
Other receivables | 21 | ||
Other financial assets | 22 | ||
Deferred tax assets | 28 | ||
Retirement benefit surplus | 29 | ||
| Current assets | |||
Inventories | 20 | ||
Trade and other receivables | 21 | ||
Cash and cash equivalents | 23 | ||
Current tax receivable | |||
Assets held for sale | 24 | ||
| Current liabilities | |||
Trade and other payables | 25 | ( | ( |
Current tax payable | ( | ( | |
Borrowings | 26 | ( | ( |
Other financial liabilities | 22 | ( | |
Provisions | 27 | ( | ( |
Liabilities associated with assets held for sale | 24 | ( | |
( | ( | ||
Net current assets | |||
Total assets less current liabilities | |||
| Non-current liabilities | |||
Borrowings | 26 | ( | ( |
Provisions | 27 | ( | ( |
Deferred tax liabilities | 28 | ( | ( |
Retirement benefit obligations | 29 | ( | ( |
( | ( | ||
Net assets | |||
| Equity | |||
Share capital | 31 | ||
Share premium | 31 | ||
Treasury shares | 31 | ( | ( |
Other reserves | 31 | ( | ( |
Retained earnings | 31 | ||
Total shareholders’ equity | |||
Non-controlling interests | |||
Total equity |
1 During the year, the Directors agreed to change the presentation of the consolidated statement of financial position in order to aggregate the presentation of the financing
liabilities of the Group. As a result, £1 3. 0 m of current lease liabilities, £4 8 .2 m of non-current lease liabilities and £0.1 m of non-current cumulative preference shares have been
reclassified to current borrowings and non-current borrowings respectively. There are no net impacts to the overall Consolidated statement of financial position as a result of
these changes.
The accompanying notes form part of these financial statements.
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James Fisher and Sons plc Annual Report and Accounts 2024
| Other | Total | Non- | |||||||
| Share | Share | Treasury | Reserves | Retained | shareholders’ | controlling | Total | ||
| capital | premium | shares | (Note 31) | earnings | equity | interests | equity | ||
| Note | £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2023 | ( | ( | |||||||
Loss for the year | ( | ( | ( | ||||||
Other comprehensive income/(expense) | ( | ( | ( | ||||||
Total comprehensive expense | ( | ( | ( | ( | |||||
Contributions by and distributions to owners: | |||||||||
Remeasurement of non- controlling interest put option | |||||||||
Share-based payments | 30 | ||||||||
| Sale of shares by Employee | |||||||||
Share Ownership Trust | 31 | ( | ( | ( | |||||
At 31 December 2023 | ( | ( | |||||||
Profit/(loss) for the year | |||||||||
Other comprehensive income/(expense) | ( | ( | ( | ( | |||||
Total comprehensive income/(expense) | ( | ||||||||
Contributions by and distributions to owners: | |||||||||
| Changes in ownership interest | |||||||||
without a change in control | ( | ( | ( | ||||||
Share-based payments | 30 | ||||||||
Purchase of shares by Employee Share Ownership Trust | 31 | ( | ( | ( | |||||
| Sale of shares by Employee Share | |||||||||
Ownership Trust | 31 | ( | ( | ( | |||||
At | ( | ( |
The accompanying notes form part of these financial statements.
Consolidated statement of changes in equity
for the year ended 31 December 2024
137
Strategic ReportOverview Governance Financial Statements
| 31 December | 31 December | ||
| Notes | 2024 (£m) | 2023 1 (£m) | |
Profit/(loss) for the year | ( | ||
Tax expense | 11 | ||
| Adjustments for: | |||
Depreciation and amortisation | 8 | ||
Impairments | 8 | ||
Net finance expense | 10 | ||
Net (gain)/loss on disposal of businesses | 8 | ( | |
Gains on disposals of property, plant and equipment | 8 | ( | ( |
Share of post-tax results of joint ventures and associates | 18 | ( | ( |
Share-based payments charge | 30 | ||
Other non-cash items | ( | ||
Decrease in inventories | |||
(Increase)/decrease in trade and other receivables | ( | ||
Increase/(decrease) in trade and other payables | ( | ||
(Decrease)/increase in provisions | ( | ||
Defined benefit pension cash contributions less service cost | 29 | ( | |
Cash generated from operations | |||
Income taxes paid | ( | ( | |
Cash flow from operating activities | |||
| Investing activities | |||
Dividends received from joint venture undertakings | 18 | ||
Proceeds from the disposal of subsidiaries, net of cash disposed | 33 | ( | |
Proceeds from the disposal of property, plant and equipment 2 | |||
Finance income | |||
Acquisition of property, plant and equipment | 16 | ( | ( |
Development expenditure | 15 | ( | ( |
Proceeds from repayment of debt instrument issued by joint venture undertakings | 18 | ||
Cash flows from/(used in) investing activities | ( | ||
| Financing activities | |||
Repayment of lease liability principal | ( | ( | |
Interest paid on lease liabilities | 10 | ( | ( |
Finance costs | ( | ( | |
Acquisition of non-controlling interests (NCI) | ( | ||
Proceeds from borrowings | |||
Repayment of borrowings | ( | ( | |
Repurchase of treasury shares | 31 | ( | ( |
Proceeds from sale of treasury shares | 31 | ||
Cash flows used in financing activities | ( | ( | |
Net (decrease)/increase in cash and cash equivalents | 26 | ( | |
Cash and cash equivalents at 1 January | 23 | ||
Cash transferred from assets held for sale at 1 January | 26 | ||
Net foreign exchange differences | ( | ( | |
Cash transferred to assets held for sale at 31 December | 26 | ( | |
Cash and cash equivalents at 31 December | 23 |
1 During the year, the Directors agreed to change the presentation of the Consolidated cash flow statement in order to provide the reader with supplemental data relating to the
financial condition of operations. As a result, (£1.4 m) Share of post-tax results of joint ventures and associates and £1.0 m Share-based payments charge been re-classified
from the Other non-cash items line into their own lines on the face of the Consolidated cash flow statement. Additionally, £7 .0 m movement in provisions included within the
trade and other payables line and £4.0 m interest paid on lease liabilities included within repayment of lease liability principal line have been re-classified into their own lines on
the face of the Consolidated cash flow statement. There are no net impacts to the overall Consolidated cash flow statement as a result of these changes.
2 Proceeds from disposal of property plant and equipment includes £3. 2 m (2023: £19.8m) from assets held for sale (see Note 24).
The accompanying notes form part of these financial statements.
Consolidated cash flow statement
for the year ended 31 December 2024
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James Fisher and Sons plc Annual Report and Accounts 2024
Notes and appendices Page
Operations – information relating to our operating performance
5 Alternative performance measures 152
6 Segmental information 159
7 Revenue 161
8 Operating profit/(loss) 163
14 Earnings per share 168
Financing – information relating to how we finance our business
10 Investment income and financing costs 165
13 Dividends paid and proposed 168
22 Other financial assets and liabilities 179
23 Cash and cash equivalents 179
26 Borrowings 180
26 Reconciliation of net borrowings 181
31 Share capital and other reserves 190
32 Financial instruments 191
Working capital – information relating to the day-to-day working capital of our business
20 Inventories 178
21 Trade and other receivables 178
25 Trade and other payables 180
27 Provisions 182
Tax – information relating to our current and deferred taxation
11 Income taxes 165
28 Deferred tax 183
Employees – information relating to the costs of employing people
9 Employee information 164
29 Retirement benefit obligations 184
30 Share-based payments 189
Long-term assets – information relating to our long-term operational and investment assets
15 Goodwill 169
15 Other intangible assets 169
16 Property, plant and equipment 173
17 Right-of-use assets and leases 175
18 Investments in joint ventures and associates 177
19 Investments 178
29 Retirement benefit obligations 184
Other – other useful information
2 Material accounting policies 140
12 Discontinued operations 167
24 Assets and liabilities held for sale 179
33 Disposal of businesses 198
34 Capital commitments 199
34 Contingent liabilities 199
35 Related parties transactions 199
36 Post balance sheet events 200
Guide to financial statements disclosures
for the year ended 31 December 2024
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1. General information
the London Stock Exchange. The consolidated financial statements comprise the financial statements of the Company, its subsidiary
undertakings and its interest in associates and jointly controlled entities (together the Group), for the year ended 31 December 2024.
The registered address of the Company is Fisher House, Michaelson Road, Barrow-In-Furness, Cumbria, LA14 1HR, United Kingdom.
2. Summary of material accounting policies
Notes to the consolidated financial statements
140
James Fisher and Sons plc Annual Report and Accounts 2024
2. Summary of material accounting policies continued
2.3. Going concern
continued
141
Strategic ReportOverview Governance Financial Statements
2. Summary of material accounting policies continued
2.5. Basis of consolidation
continued
Notes to the consolidated financial statements continued
142
James Fisher and Sons plc Annual Report and Accounts 2024
2. Summary of material accounting policies continued
143
Strategic ReportOverview Governance Financial Statements
2. Summary of material accounting policies continued
2.8. Revenue recognition
continued
2.8.3. Revenue recognition continued
Notes to the consolidated financial statements continued
144
James Fisher and Sons plc Annual Report and Accounts 2024
2. Summary of material accounting policies continued
145
Strategic ReportOverview Governance Financial Statements
2. Summary of material accounting policies continued
2.10. Income taxes continued
Notes to the consolidated financial statements continued
146
James Fisher and Sons plc Annual Report and Accounts 2024
2. Summary of material accounting policies continued
2.11. Intangible assets
continued
147
Strategic ReportOverview Governance Financial Statements
2. Summary of material accounting policies continued
2.14. Leases
continued
Notes to the consolidated financial statements continued
148
James Fisher and Sons plc Annual Report and Accounts 2024
2. Summary of material accounting policies continued
149
Strategic ReportOverview Governance Financial Statements
2. Summary of material accounting policies continued
2.17. Financial instruments
continued
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
3. Significant accounting judgements, estimates and assumptions
In applying the Group’s accounting policies, which are described in Note 2, the Directors are required to make judgements (other
than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
3.1. Critical accounting judgements
3.1.1 Classification of RMSpumptools as continuing operation
The Directors considered the requirements of the accounting standard and assessed if RMSpumptools represents a separate major line
of business for the Group. This determination required judgement due to the overall financial contribution of the business to the Group.
The Directors concluded that based on the business operating as a product line within the wider Energy Division, rather than being a
major line of business, it was appropriate to include within continuing operations. RMSpumptools generated £24.2m in revenue, and
£6.8m in profit before tax during the period and consequently the Group’s continuing results would have reduced by this amount had
RMSpumptools been presented as a discontinued operation.
3.1.2 Termination and extension options on vessel leases
The Group enters into vessel leases that include termination or extension options. In determining the length of the lease (refer to
note 2.14) the Directors exercise judgement in considering all relevant facts and circumstances that create an economic incentive, in
order to determine whether it is reasonably certain that the Group will exercise the termination or extension options. In the year the
Group entered into a four-year vessel lease that includes an early termination option. The Directors have assumed that the termination
option will be exercised within two years. This is within the Group’s control and there are clear indicators of economic incentives to
terminate early, including price escalation clauses within the lease and more favourable pricing options available in the market. If it was
determined that the termination options are not reasonably certain to be exercised then this would result in a material increase in right-
of-use assets and lease liabilities, and the associated income statement expenses.
3.2. Major sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
discussed below.
3.2.1. Impairment of goodwill
Goodwill, which is set out in Note 15, of £64.5m (2023: £78.3m) is tested annually for any impairment in accordance with the accounting
policy in Note 2.13.1. The value-in-use of the Group’s cash generating units (CGU) requires assumptions about the three-year
revenue growth rate except for the Renewables CGU where a five-year revenue growth rate has been used, terminal value growth
rate and discount rate. Inherent uncertainty involved in forecasting and discounting future cash flows is a key area of estimation. The
carrying value of goodwill is compared to its recoverable amount which represents the higher of its value-in-use and fair value less
costs of disposal. The assessment also includes sensitivity analysis to identify the range of outcomes and the validity of underlying
assumptions.
3.2.2. Defined benefit pensions
Pension assumptions are used to determine the amount of defined benefit obligations including future rates of inflation, discount rates
and mortality of members (see Note 29). Valuation of pension assets is based on fair value which is an estimate, however the fair value
of pension assets is not considered a major source of estimation uncertainty.
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4. New and amended IFRS standards
4.1. New and amended IFRS standards that are effective for the current year
The Group applied for the first time certain standards and amendments, which are effective for annual periods beginning on or after
1 January 2024 (unless otherwise stated). The Group has not early adopted any other standard, interpretation or amendment that has
been issued but is not yet effective. The adoption of these standards has not had a material effect on the financial statements.
Amendments to IAS 7 and IFRS 7 | Supplier Finance Arrangements |
Amendments to IFRS 16 | Lease Liability in a Sale and Leaseback |
Amendments to IAS 1 | Non-current Liabilities with Covenants |
4.2. New and revised IFRS standards that are in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS standards that
have been issued but are not yet effective:
Amendments to IAS 21 | Lack of Exchangeability |
Amendments to IFRS 9 and IFRS 7 | Amendments to the Classification and Measurement of |
| Financial Instruments | |
| Annual Improvements to IFRS Accounting Standards – Volume 11 | |
IFRS 18 | Presentation and Disclosure in Financial Statements |
IFRS 19 | Subsidiaries Without Public Accountability Disclosures |
Amendments to IFRS 10 and IAS 28 | Sale or Contribution of Assets between an investor and its |
| Associate or Joint Venture |
5. Alternative performance measures
The Group uses various measures which are not defined by generally accepted accounting principles (GAAP) under International
Financial Reporting Standards (IFRS). The alternative performance measures (APMs) should be considered in addition to, and not as a
substitute for or superior to, the information presented in accordance with IFRS, as APMs may not be directly comparable with similar
measures used by other companies.
The Group believes that APMs, when considered together with IFRS results, provide the readers of the financial statements with
complementary information to better understand and compare the financial performance and position of the Group from period to
period. The adjustments are usually items that are significant in size and/or non-recurring in nature. These measures are also used by
management for planning, reporting and performance management purposes. Some of the measures form part of the covenant ratios
calculation required under the terms of the Group’s borrowings.
As APMs include the benefits of restructuring programmes or use of the acquired intangible assets but exclude certain significant
costs, such as amortisation of intangible assets, litigation, material restructuring and transaction items, they should not be regarded as
a complete picture of the Group’s financial performance, which is presented in its IFRS results. The exclusion of adjusting items may
result in underlying profits/(losses) being materially higher or lower than IFRS earnings.
During the year a review of the measures was undertaken and as a consequence the Interest Cover measure has been updated in line
with the Group’s new banking facilities signed in September 2024 and is now calculated as the ratio of the rolling 12-month covenant
interest to covenant earnings before interest, tax, depreciation and amortisation (Covenant EBITDA). Further information on Covenant
EBITDA can be found in Note 5.2.
The following APMs are referred to in the Annual Report and Accounts and described in the following paragraphs.
5.1. Underlying operating profit
Underlying operating profit is defined as operating profit from continuing operations adjusted for acquisition-related income and
expense (amortisation or impairment of acquired intangible assets, acquisition expenses, adjustments to contingent consideration),
the costs of a material restructuring, litigation, asset impairment and profit/loss relating to the sale of businesses or any other significant
one-off adjustments to income or expenses (adjusting items).
Underlying operating profit is used as a basis for net debt : EBITDA and interest cover covenant calculations, required under the terms
of the Group’s borrowings. This APM is also used internally to measure the Group’s performance against previous years and budgets,
as the adjusting items fluctuate year-on-year and may be unknown at the time of budgeting.
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
5. Alternative performance measures continued
5.1. Underlying operating profit
continued
Year ended 31 December 2024
| Impairment | Disposal of | ||||||
| As | charges/ | businesses | Underlying | ||||
| reported | (reversals) | and assets | Re-financing | Restructuring | Other/Tax | results | |
| £m | £m | £m | £m | £m | £m | £m | |
Revenue | 437.7 | – | – | – | – | – | 437.7 |
Cost of sales | (304.7) | – | – | – | – | – | (304.7) |
Gross profit | 133.0 | – | – | – | – | – | 133.0 |
Administrative expenses | (101.6) | – | (5.4) | – | – | 1.0 | (106.0) |
Impairment charges | (5.2) | 5.1 | – | – | – | – | (0.1) |
Profit on disposal of businesses | 49.5 | – | (49.5) | – | – | – | – |
Re-financing costs | (3.5) | – | – | 3.5 | – | – | – |
Restructuring costs | (1.7) | – | – | – | 1.7 | – | – |
Share of post-tax results of joint ventures and associates | 2.6 | – | – | – | – | – | 2.6 |
Operating profit | 73.1 | 5.1 | (54.9) | 3.5 | 1.7 | 1.0 | 29.5 |
Investment income | 2.8 | – | – | – | – | – | 2.8 |
Finance expense | (21.2) | – | – | – | – | 0.8 | (20.4) |
| Net unrealised foreign | |||||||
exchange on lease liabilities | (0.7) | – | – | – | – | 0.7 | – |
Profit before taxation | 54.0 | 5.1 | (54.9) | 3.5 | 1.7 | 2.5 | 11.9 |
Tax expense | (7.6) | 0.1 | 0.1 | – | (0.1) | 1.1 | (6.4) |
Profit for the year | 46.4 | 5.2 | (54.8) | 3.5 | 1.6 | 3.6 | 5.5 |
Operating margin (%) | 16.7% | 6.7% | |||||
| Segmental underlying operating profit is calculated as follows: | |||||||
Energy | 74.8 | 2.8 | (52.6) | – | 0.4 | (0.6) | 24.8 |
Defence | 2.0 | 0.1 | – | – | 0.3 | (0.5) | 1.9 |
Maritime Transport | 17.2 | 2.2 | (3.5) | – | 0.2 | (1.0) | 15.1 |
Corporate | (20.9) | – | 1.2 | 3.5 | 0.8 | 3.1 | (12.3) |
Continuing operations | 73.1 | 5.1 | (54.9) | 3.5 | 1.7 | 1.0 | 29.5 |
All results in the current year are from continuing operations.
The underlying results include £3.5m of operating profit from the sale of life-of-field rental-related assets which occurred in the
ordinary course of business.
During the year ended 31 December 2024, adjusting items in arriving at the underlying results were in relation to:
• Impairment charges/(reversals) – the £5.1m net impairment charge in 2024 comprises a £3.2m goodwill impairment related to our
Inspection, Repair and Maintenance business (see Note 15), a £1.4m impairment relating to two joint ventures within the Maritime
Transport Division (see Note 18), £0.9m impairment in a South African joint venture within our Maritime Transport Division (see Note
18) and £0.2m impairment of assets within the Scantech Norway business in the Energy Division (see Note 16). This is partially offset
by an impairment reversal of £0.7m following the successful recovery of previously impaired receivables from a closed business.
• Re-financing – costs associated with re-financing activities and completion of various requirements and conditions of the June 2023
Revolving Credit Facility (RCF) primarily related to legal and advisory costs.
• Restructuring – costs related to the Group’s multi-year transformation programme expected to be completed in 2027 which focuses
on simplification, rationalisation and business integration. These cost primarily consist of redundancy-related expenses.
• Disposal of businesses and assets – mainly comprises a £49.5m gain on disposal of businesses (see Note 33) and the sale of the
remaining assets of the closed Subtech Europe business.
• Other – includes £0.3m amortisation of acquired intangibles (see Note 15) and legal and professional fees that are non-recurring and
outside the normal course of business.
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5. Alternative performance measures continued
5.1. Underlying operating profit
continued
Year ended 31 December 2023
| Impairment | Disposal of | ||||||
| As | charges/ | businesses | Underlying | ||||
| reported | (reversals) | and assets | Re-financing | Restructuring | Other/Tax | results | |
| £m | £m | £m | £m | £m | £m | £m | |
| Continuing operations | |||||||
Revenue | 496.2 | – | – | – | – | – | 496.2 |
Cost of sales | (360.3) | – | (1.8) | – | – | – | (362.1) |
Gross profit | 135.9 | – | (1.8) | – | – | – | 134.1 |
Administrative expenses | (109.6) | – | 0.1 | – | – | 3.9 | (105.6) |
Impairment charges | (28.4) | 28.1 | – | – | – | – | (0.3) |
Re-financing costs | (12.2) | – | – | 12.2 | – | – | – |
Restructuring costs | (5.7) | – | – | – | 5.7 | – | – |
Share of post-tax results of joint ventures and associates | 1.4 | – | – | – | – | – | 1.4 |
Operating (loss)/profit | (18.6) | 28.1 | (1.7) | 12.2 | 5.7 | 3.9 | 29.6 |
Investment income | 3.2 | – | – | – | – | – | 3.2 |
Finance expense | (24.5) | – | – | – | – | – | (24.5) |
(Loss)/profit before taxation | (39.9) | 28.1 | (1.7) | 12.2 | 5.7 | 3.9 | 8.3 |
Tax expense | (11.0) | – | – | – | – | 5.0 | (6.0) |
(Loss)/profit for the year from continuing operations | (50.9) | 28.1 | (1.7) | 12.2 | 5.7 | 8.9 | 2.3 |
Loss for the year from discontinued operations, net | |||||||
of tax | (11.4) | – | – | – | – | – | (11.4) |
Loss for the year | (62.3) | 28.1 | (1.7) | 12.2 | 5.7 | 8.9 | (9.1) |
Operating margin (%) | (3.7)% | 6.0% | |||||
| Segmental underlying operating profit is calculated as follows: | |||||||
Energy | 9.5 | 2.1 | (0.4) | – | 3.6 | 0.9 | 15.7 |
Defence | (23.7) | 24.7 | – | – | 0.5 | – | 1.5 |
Maritime Transport | 21.7 | 1.3 | (1.4) | – | 1.5 | 0.2 | 23.3 |
Corporate | (26.1) | – | 0.1 | 12.2 | 0.1 | 2.8 | (10.9) |
Continuing operations | (18.6) | 28.1 | (1.7) | 12.2 | 5.7 | 3.9 | 29.6 |
During the year ended 31 December 2023, adjusting items in arriving at the underlying results were in relation to:
• Impairment charges/(reversals) – the impairment charges/(reversals) relate to goodwill, right-of-use vessels, tangible assets and
investments (see Notes 15, 16, 17 and 18) and impairment of trade and other receivables (see Notes 8 and 32).
• Re-financing – costs associated re-financing activities, obtaining a waiver from the Group’s lenders and completion of various
requirements and conditions of the Revolving Credit Facility (RCF) primarily related to legal and advisory costs.
• Restructuring – costs related to the multi-year transformation programme expected to be completed in 2027 aimed at simplification,
rationalisation and integration of the Group’s businesses across all Divisions including £3.0m in relation to the closure of the Subtech
Europe business in the Energy Division.
• Disposal of businesses and assets – mainly comprises a £1.4m property, plant and equipment disposal gain arising on the disposal
of a vessel in the Maritime Transport Division.
• Other – includes £1.1m amortisation of acquired intangibles (see Note 15) and £2.2m past service costs recognised for the MNRPF
scheme as part of the review of the Fund’s administrative and benefit practices carried out by the Fund’s lawyers (see Note 29).
• Tax – includes £4.7m in relation to the de-recognition of the brought forward net UK deferred tax asset as at 31 December 2022
(see Note 28).
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
5. Alternative performance measures continued
5.2. Covenant EBITDA
Covenant EBITDA is calculated in line with the Group’s banking covenants effective from 1 October 2024. It is defined as the rolling
12-month continuing operations underlying operating profit before interest, tax, depreciation and amortisation on a pre-IFRS 16 basis
excluding the EBITDA of businesses disposed of during the year. The IFRS 16 adjustment is calculated as a difference between right-of-
use asset depreciation and lease payments for leases that would have been classified as operating leases under IAS 17. The numbers
below are presented on a rolling 12-month basis for both years. There were no businesses disposed of in 2023 which were classified as
continuing operations and therefore no change to the 2023 comparative to the amounts reported in the 2023 financial statements.
| 2024 | 2023 | |
| £m | £m | |
Underlying operating profit (Note 5.1) | 29.5 | 29.6 |
Amortisation of intangible assets (Note 15) | 1.1 | 2.9 |
Depreciation of tangible assets (Note 16) | 19.8 | 22.0 |
Depreciation of right-of-use assets (Note 17) | 19.6 | 16.3 |
Amortisation of acquired intangibles (Note 15) | (0.3) | (1.1) |
EBITDA | 69.7 | 69.7 |
IFRS 16 impact removed | (18.7) | (15.3) |
Covenant EBITDA for interest cover | 51.0 | 54.4 |
EBITDA less IFRS 16 impact of businesses disposed in the year | (7.1) | – |
Covenant EBITDA for leverage | 43.9 | 54.4 |
5.3. Leverage (Net debt - covenant basis : EBITDA)
Leverage, also known as Net debt - covenant basis : EBITDA is calculated in line with the Group’s banking covenants. It is defined as
Net debt - covenant basis divided by Covenant EBITDA. Net debt is net borrowings as set out in Note 26 excluding the IFRS 9 amortised
cost adjustment and right-of-use operating leases, which are the leases which would have been classified as operating leases under
IAS 17. Net debt - covenant basis is defined as net debt plus guarantees and collateral deposits. Guarantees are those issued by a bank
or financial institution to compensate a stakeholder in the event of a Group company not fulfilling its obligations in the ordinary course of
business in relation to either advance payments or trade debtors.
| 2024 | 2023 | |
| £m | £m | |
Net borrowings (Note 26) | 108.0 | 201.1 |
| Deduct: | ||
Lease liabilities under IFRS 16 (Note 17) | (54.4) | (61.2) |
IFRS 9 amortised cost adjustment | 0.7 | – |
(53.7) | (61.2) | |
| Add: | ||
Lease liabilities under IAS 17 | 1.8 | 4.3 |
Guarantees and collateral deposits | 4.9 | 5.6 |
6.7 | 9.9 | |
Net debt - covenant basis | 61.0 | 149.8 |
Covenant EBITDA (Note 5.2) | 43.9 | 54.4 |
Leverage | 1.4 | 2.8 |
Covenant EBITDA and leverage for 2024 would have been £51.0m and 1.2x under the previous banking covenant methodology, which
included EBITDA from in-year disposals.
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5. Alternative performance measures continued
5.4. Return on Capital Employed (ROCE)
Capital employed is defined as net assets less right-of-use assets plus net borrowings. Average capital employed is adjusted for the
timing of businesses acquired and after adding back cumulative amortisation of customer relationships. Segmental ROCE is defined as
the rolling 12-month underlying operating profit from continuing activities, divided by average capital employed. Group ROCE is defined
as the rolling 12-month underlying operating profit, less notional tax, calculated by multiplying the underlying effective tax rate by the
underlying operating profit, divided by average capital employed, as calculated below. Group ROCE is a KPI that is used internally and
externally and forms part of performance conditions under the Group’s Long-Term Incentive Plan.
| 2024 | 2023 | |
| £m | £m | |
Net assets | 190.3 | 148.6 |
Right-of-use assets (Note 17) | (60.0) | (67.4) |
Net borrowings (Note 26) | 108.0 | 201.1 |
Capital employed | 238.3 | 282.3 |
Amortisation of customer relationships (Note 15) | 0.3 | 1.0 |
Capital employed | 238.6 | 283.3 |
Underlying operating profit (Note 5.1) | 29.5 | 29.6 |
Notional tax at the underlying effective tax rate of 27.6% (2023: 29.0%) | (8.1) | (8.6) |
Underlying operating profit after notional tax | 21.4 | 21.0 |
Average capital employed | 261.0 | 318.4 |
Return on capital employed | 8.2% | 6.6% |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
5. Alternative performance measures continued
5.4. Return on Capital Employed (ROCE)
continued
The three divisional ROCEs are detailed below:
| Maritime | |||
| Energy | Defence | Transport | |
| Year ended 31 December 2024 | £m | £m | £m |
Net assets (Note 6) | 122.8 | 55.6 | 65.6 |
Right-of-use assets | (12.6) | (5.3) | (41.6) |
Net borrowings | 12.3 | 5.8 | 35.7 |
Capital employed | 122.5 | 56.1 | 59.7 |
Amortisation of customer relationships | 0.3 | – | – |
122.8 | 56.1 | 59.7 | |
Underlying operating profit (Note 6) | 24.8 | 1.9 | 15.1 |
Average capital employed | 141.0 | 53.9 | 67.5 |
Return on capital employed | 17.6% | 3.5% | 22.4% |
| Maritime | |||
| Energy | Defence | Transport | |
| Year ended 31 December 2023 | £m | £m | £m |
Net assets (Note 6) | 156.6 | 51.6 | 83.8 |
Right-of-use assets | (14.3) | (3.8) | (48.7) |
Net borrowings | 16.4 | 3.9 | 39.7 |
Capital employed | 158.7 | 51.7 | 74.8 |
Amortisation of customer relationships | 0.5 | – | 0.4 |
159.2 | 51.7 | 75.2 | |
Underlying operating profit (Note 6) | 15.7 | 1.5 | 23.3 |
Average capital employed | 168.4 | 68.5 | 77.1 |
Return on capital employed | 9.3% | 2.1% | 30.3% |
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5. Alternative performance measures continued
5.5. Interest cover
Interest cover is calculated in line with the Group’s banking covenants from 1 October 2024 under the Group’s new facilities. The
numbers below are presented on a full year basis but the December 2024 actual banking covenant is calculated from the start of the
new facility in September 2024. It is defined as a ratio of rolling 12-month continuing operations EBITDA to rolling 12-month covenant
interest. Covenant interest is defined as interest payable on bank loans and overdrafts, other interest payable, and interest payable on
leases classified as finance leases under IAS 17 less interest receivable on short-term deposits, all from continuing operations.
| 2024 | 2023 | |
| £m | £m | |
Net finance expense (Note 10) | (19.1) | (21.3) |
| Add back: | ||
Amortisation of loan arrangement fees (Note 10) | 2.5 | 4.4 |
Net unrealised foreign exchange on lease liabilities (Note 10) | 0.7 | – |
Interest payable on pre-IFRS 16 operating leases | 4.3 | 3.9 |
Remeasurement of borrowings | 0.8 | – |
Other interest expense | – | (0.1) |
8.3 | 8.2 | |
| Deduct: | ||
Interest receivable from joint ventures (Note 10) | (0.2) | – |
IAS 19 pension interest receivable (Note 10) | (0.3) | (0.3) |
(0.5) | (0.3) | |
Covenant interest | (11.3) | (13.4) |
EBITDA (Note 5.2) | 51.0 | 54.4 |
Interest cover | 4.5 | 4.1 |
The actual covenant interest cover under the new facilities for the period from the start of the new facility to 31 December 2024 is 9.6x.
5.6. Underlying earnings per share (EPS)
Underlying earnings per share (EPS) is calculated as underlying profit before tax from continuing activities, less income tax, but
excluding the tax impact on adjusting items and adjusting for corporate interest restriction tax disallowance, less profit attributable to
non-controlling interests, divided by the weighted average number of ordinary shares in issue during the year. Underlying earnings per
share is a performance condition used for the Long-Term Incentive Plan.
| Notes to the consolidated financial statements continued | ||
| 2024 | 2023 | |
| £m | £m | |
Profit/(loss) attributable to owners of the Company | 46.3 | (51.0) |
Adjusting items (Note 5.1) | (42.1) | 48.2 |
Tax on adjusting items (Note 5.1) | 1.2 | 5.0 |
Corporate interest restriction tax disallowance | 3.1 | 3.6 |
Underlying profit attributable to owners of the Company | 8.5 | 5.8 |
Basic weighted average number of shares (Note 14) | 50,364,912 | 50,358,388 |
Diluted weighted average number of shares (Note 14) | 51,640,361 | 50,634,837 |
Underlying basic earnings per share | 16.9 | 11.4 |
Underlying diluted earnings per share | 16.5 | 11.4 |
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James Fisher and Sons plc Annual Report and Accounts 2024
6. Segmental information
The Group has three operating segments reviewed by the Board: Energy, Defence and Maritime Transport. The Divisions’ principal
activities are set out in the Strategic report on pages 18 to 79. Energy and Defence are differentiated by markets and industries which
they serve. The Maritime Transport Division is differentiated by the services which it provides.
The three operating segments consist of multiple product lines, which are grouped into their respective reported segments based on
the services they provide. The Energy Division provides services to the energy and renewables markets including compressor services
in Oil and Gas markets and bubble curtains for Offshore Wind, Inspection Repair and Maintenance, Commissioning, Cable & Blade
maintenance and support into Renewables and Subsea & De-commissioning Services. The main business lines within Defence are
Submarine Rescue, Defence Diving, Special Forces Vehicles, Submarine Platforms, and Commercial Diving and Hyperbaric Systems.
The Maritime Transport Division comprise the Tankship business, Cattedown Wharves and Fendercare.
The Board assesses the performance of the segments based on underlying operating profit, underlying operating margin and return on
capital employed. It considers that this information is the most relevant in evaluating the performance of its segments relative to other
entities which operate in similar markets. Inter-segmental sales are made using prices determined on an arm’s length basis. Sector
assets exclude cash and cash equivalents, retirement benefit surpluses and corporate assets that cannot reasonably be allocated to
operating segments. Sector liabilities exclude borrowings, retirement benefit obligations and corporate liabilities that cannot reasonably
be allocated to operating segments.
| Continuing | |||||
| Maritime | operations | ||||
| Energy | Defence | Transport | Corporate | total | |
| Year ended 31 December 2024 | £m | £m | £m | £m | £m |
Segmental revenue | 207.7 | 80.1 | 150.1 | – | 437.9 |
Inter-segmental sales | (0.2) | – | – | – | (0.2) |
Revenue | 207.5 | 80.1 | 150.1 | – | 437.7 |
Share of post-tax results of joint ventures and associates | 0.1 | 1.5 | 1.0 | – | 2.6 |
Underlying operating profit/(loss) | 24.8 | 1.9 | 15.1 | (12.3) | 29.5 |
Adjusting items (Note 5.1) | 50.0 | 0.1 | 2.1 | (8.6) | 43.6 |
Operating profit/(loss) | 74.8 | 2.0 | 17.2 | (20.9) | 73.1 |
Investment income | 2.8 | ||||
Finance expense | (21.2) | ||||
Net unrealised foreign exchange on lease liabilities | (0.7) | ||||
Profit before taxation | 54.0 | ||||
Tax expense | (7.6) | ||||
Profit for the year | 46.4 | ||||
| Assets and liabilities | |||||
Segmental assets | 185.3 | 81.9 | 132.0 | 106.2 | 505.4 |
Investment in joint ventures and associates | 1.8 | 4.1 | – | – | 5.9 |
Total assets | 187.1 | 86.0 | 132.0 | 106.2 | 511.3 |
Segmental liabilities | (64.3) | (30.4) | (66.4) | (159.9) | (321.0) |
Net assets/(liabilities) | 122.8 | 55.6 | 65.6 | (53.7) | 190.3 |
| Other segmental information | |||||
Capital expenditure* | 16.2 | 9.0 | 19.0 | 0.7 | 44.9 |
Depreciation and amortisation | 13.9 | 5.1 | 21.3 | 0.2 | 40.5 |
* Capital expenditure relates to additions within other intangible assets, property, plant and equipment and right-of-use assets, of which details can be found in Notes 15, 16 and 17.
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6. Segmental information continued
| Continuing | |||||
| Maritime | operations | ||||
| Energy | Defence | Transport | Corporate | total | |
| Year ended 31 December 2023 | £m | £m | £m | £m | £m |
Segmental revenue | 266.5 | 72.6 | 157.2 | – | 496.3 |
Inter-segmental sales | – | (0.1) | – | – | (0.1) |
Revenue | 266.5 | 72.5 | 157.2 | – | 496.2 |
Share of post-tax results of joint ventures and associates | 0.1 | 0.4 | 0.9 | – | 1.4 |
Underlying operating profit/(loss) | 15.7 | 1.5 | 23.3 | (10.9) | 29.6 |
Adjusting items (Note 5.1) | (6.2) | (25.2) | (1.6) | (15.2) | (48.2) |
Operating profit/(loss) | 9.5 | (23.7) | 21.7 | (26.1) | (18.6) |
Investment income | 3.2 | ||||
Finance expense | (24.5) | ||||
Loss before taxation | (39.9) | ||||
Tax expense | (11.0) | ||||
Loss for the year | (50.9) | ||||
| Assets and liabilities | |||||
Segmental assets | 226.8 | 80.0 | 154.5 | 88.5 | 549.8 |
Investment in joint ventures and associates | 2.6 | 3.3 | 2.5 | – | 8.4 |
Total assets | 229.4 | 83.3 | 157.0 | 88.5 | 558.2 |
Segmental liabilities | (72.8) | (31.7) | (73.2) | (231.9) | (409.6) |
Net assets/(liabilities) | 156.6 | 51.6 | 83.8 | (143.4) | 148.6 |
| Other segmental information | |||||
Capital expenditure* | 28.7 | 6.3 | 27.9 | 0.1 | 63.0 |
Depreciation and amortisation | 17.4 | 4.2 | 19.3 | 0.4 | 41.3 |
* Capital expenditure relates to additions within other intangible assets, property, plant and equipment and right-of-use assets, of which details can be found in Notes 15, 16 and 17.
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
7. Revenue
7.1. Products and services
The table below outlines the Group’s principal products and services by Division, along with details on performance obligations and
revenue recognition. Revenue is recognised by the Group as contractual performance obligations to customers are completed.
| Performance | ||||
Division | Principal products and services | obligations | Revenue recognition | |
| Energy | Products | |||
| Artificial lift special completion technology and | Point in time | • | On despatch or delivery, depending on contract terms | |
| software (this product line was disposed during | • Customer acceptance of project milestones | |||
| the year) | ||||
| Over time | • Based on right of use / right of access | |||
| • Based on stage of completion, input measure | based on costs incurred as a proportion of total | |||
| expected costs or straight-line over licence term | ||||
| Services | ||||
| Blade repairs, high voltage cable laying, well testing, | Over time | • Acceptance from customer | ||
| hire of air compressors, steam generators, heat | • Customer approved timesheets | |||
| suppression equipment (including personnel) | ||||
| • Time based monthly billing | ||||
| • Stage of completion, input/output measure | ||||
| based on costs incurred as a proportion of | ||||
| total costs / achievement of key performance | ||||
| indicators (KPIs) or milestones | ||||
| Specialist subsea services, site preparation asset | Point in time | • Acceptance from customer | ||
| management, offshore wind control room services, | • Stage of completion based on project milestones | |||
| inspection, repair, and maintenance services, | ||||
| engineering and design solutions, production, | ||||
| installation, and commissioning services, nanobubble | ||||
| oxygenation service, full project support for offshore | ||||
| and subsea operations, decommissioning services | ||||
| Construction Contracts | ||||
| Marine civils, engineering projects to support | Over time | • Stage of completion input/output measure based | ||
| offshore wind and oil and gas | on costs incurred as a proportion of total costs/ | |||
| achievement of KPIs or milestones | ||||
Defence | Products | |||
| General diving equipment, spares, breathing | Point in time | • On despatch or delivery, depending on contract | ||
| machines, and subsea equipment for commercial and | terms | |||
| defence applications | ||||
| Services | ||||
| Submarine rescue services (ad hoc tasks), Military | Point in time | • Acceptance from customer | ||
| diving equipment servicing (taskings) | • Completion of test | |||
| Submarine rescue services, Military diving equipment | Over time | • Output basis / achievement of key performance | ||
| servicing (core – in service support) | indicators (KPIs) | |||
| Submarine rescue services (training exercises/ | Over time | • Stage of completion, input measure based on costs | ||
| mid-life refits) | incurred as a proportion of total expected costs | |||
| Construction contracts | ||||
| Dive support vessels, submarine platform equipment, | Over time | • Stage of completion output measure based on | ||
| components and assemblies, tactical diving | specific milestones in process | |||
| vehicles and carrier seals (subsea/surface craft) and | ||||
| recompression chambers | ||||
| Maritime | Products | |||
| Transport | Fenders, safety, and monitoring equipment | Point in time | • On despatch or delivery, depending on contract | |
| terms | ||||
| Services | ||||
| Transport, storage of chemicals and petroleum, | Over time | • Stage of completion output measure based | ||
| ship-to-ship transfer and port services | on specific milestones in process | |||
• | Vessel tendering notice of readiness to enter the port | |||
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7. Revenue continued
7.2. Revenue from external customers by point-in-time and over-time performance obligations
| Continuing | ||||
| Maritime | operations | |||
| Energy | Defence | Transport | total | |
| Year ended 31 December 2024 | £m | £m | £m | £m |
Revenue recognised at a point-in-time | 53.0 | 34.7 | 33.1 | 120.8 |
Revenue recognised over-time | 154.5 | 45.4 | 117.0 | 316.9 |
Revenue | 207.5 | 80.1 | 150.1 | 437.7 |
| Continuing | ||||
| Maritime | operations | |||
| Energy | Defence | Transport | total | |
| Year ended 31 December 2023 | £m | £m | £m | £m |
Revenue recognised at a point-in-time | 195.4 | 52.4 | 35.3 | 283.1 |
Revenue recognised over-time | 71.1 | 20.1 | 121.9 | 213.1 |
Revenue | 266.5 | 72.5 | 1 57.2 | 496.2 |
7.3. Revenue from external customers by products and services
| Continuing | ||||
| Maritime | operations | |||
| Energy | Defence | Transport | total | |
| Year ended 31 December 2024 | £m | £m | £m | £m |
Products | 29.0 | 20.4 | 33.1 | 82.5 |
Services | 141.1 | 55.8 | 117.0 | 313.9 |
Construction contracts | 37.4 | 3.9 | – | 41.3 |
Revenue | 207.5 | 80.1 | 150.1 | 437.7 |
| Continuing | ||||
| Maritime | operations | |||
| Energy | Defence | Transport | total | |
| Year ended 31 December 2023 | £m | £m | £m | £m |
Products | 53.5 | 20.9 | 35.3 | 109.7 |
Services | 201.9 | 47.7 | 121.9 | 371.5 |
Construction contracts | 11.1 | 3.9 | – | 15.0 |
Revenue | 266.5 | 72.5 | 157.2 | 496.2 |
Within the Energy Division, there are specific maintenance contracts which include variable consideration related to performance-
based achievements over a number of years. Reflecting on the contract terms, the susceptibility of factors outside of the entity’s
control that would impact the consideration, and the limited experience history management has on these specific maintenance
contracts, management have concluded that the variable consideration should be constrained. On this basis none of the £5.0m variable
consideration within these contracts has been recognised in the period, otherwise there is a risk of subsequent reversal when the
uncertainty is subsequently resolved.
Notes to the consolidated financial statements continued
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7. Revenue continued
Revenue | Non-current assets | |||
| 2024 | 2023 | 2024 | 2023 | |
| £m | £m | £m | £m | |
United Kingdom | 129.4 | 157.5 | 188.2 | 204.2 |
Europe | 52.4 | 66.1 | 36.5 | 41.2 |
Middle East, Africa and Americas | 172.5 | 180.1 | 26.8 | 27.5 |
Asia-Pacific | 83.4 | 92.5 | 20.4 | 22.4 |
Total | 437.7 | 496.2 | 271.9 | 295.3 |
7.6. Unsatisfied performance obligations
At 31 December 2024, for contracts that had an original expected duration of more than one year, the Group had unsatisfied
performance obligations of £297.8m (2023: £315.1m), representing contractually committed revenue to be recognised at a future date.
Of this amount, £72.2m (2023: £78.0m) is expected to be recognised within one year and £225.6m (2023: £237.1m) is expected to be
recognised after one year.
| 2024 | 2023 | ||
| Note | £m | £m | |
Amortisation of intangible assets | 15 | 1.1 | 2.9 |
Depreciation of property, plant and equipment | 16 | 19.8 | 22.0 |
Depreciation of right-of-use assets | 17 | 19.6 | 16.3 |
| Impairment charges/(reversals): | |||
Goodwill | 15 | 3.2 | 28.0 |
Intangible assets | 15 | 0.2 | 1.9 |
Property, plant and equipment | 16 | 0.2 | 0.5 |
Right-of-use assets | 17 | – | (1.9) |
Investment in joint ventures | 18 | 2.2 | (0.3) |
Trade and other receivables | (0.6) | 0.3 | |
Staff cost | 9 | 122.6 | 125.3 |
Gain on disposal of property plant and equipment | 13.0 | 2.5 | |
Gain on disposal of businesses, net of disposal costs | 33 | 49.5 | – |
| 2024 | 2023 | |
| £m | £m | |
Audit of the financial statements of the Parent Company | 1.2 | 1.2 |
Audit-related assurance services (half-year review) | 0.2 | 0.2 |
Local statutory audits of subsidiaries | 2.5 | 2.5 |
Other non-audit services | 0.9 | – |
Total fees payable to Group auditor | 4.8 | 3.9 |
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8. Operating profit/(loss) continued
9. Group employee costs
| 2024 | 2023 | |
| £m | £m | |
Wages and salaries | 103.7 | 1 07.4 |
Social security costs | 12.2 | 11.9 |
Pension costs | 4.9 | 5.0 |
Share-based payments expense (Note 30) | 1.8 | 1.0 |
122.6 | 125.3 |
| 2024 | 2023 | |
| Number | Number | |
Production and Engineering | 1,054 | 1,189 |
Sales | 88 | 153 |
Administration | 706 | 763 |
Seafarers | 25 | 24 |
2,129 |
| 2024 | 2023 | |
| £m | £m | |
Short-term remuneration | 1.2 | 0.9 |
Pension costs | 0.1 | 0.1 |
Share-based payments expense | 0.4 | 0.4 |
Gains under the exercise of share options | 0.2 | 0.1 |
| 2024 | 2023 | |
| Number | Number | |
Directors accruing retirement benefits | 2 | 2 |
| 2024 | 2023 | |
| £m | £m | |
Short-term employee benefits | 3.8 | 2.8 |
Share-based payments expense | 0.9 | 0.5 |
4.7 | 3.3 |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
| 2024 | 2023 | |
| £m | £m | |
Interest receivable on short-term deposits | 2.3 | 2.9 |
Interest receivable from joint ventures | 0.2 | – |
Net interest receivable on pension obligations | 0.3 | 0.3 |
Investment income | 2.8 | 3.2 |
Interest payable on bank loans and overdrafts | (13.6) | (15.8) |
Loan arrangement and other financing fees | (2.5) | (4.4) |
Remeasurement of borrowings | (0.8) | – |
Interest payable on lease liabilities | (4.3) | (4.0) |
Other | – | (0.3) |
Total finance expense | (21.2) | (24.5) |
Net finance expense excluding foreign exchange | (18.4) | (21.3) |
Net unrealised foreign exchange on lease liabilities | (0.7) | – |
Net finance expense | (19.1) | (21.3) |
11. Income taxes
11.1. Amounts recognised in the income statement
| 2024 | 2023 | |
| £m | £m | |
| Current tax (charge)/credit: | ||
UK corporation tax | (0.3) | (0.1) |
Overseas tax | (7.4) | (9.0) |
| Adjustments in respect of prior years: | ||
UK corporation tax | 0.7 | - |
Overseas tax | (0.1) | 0.1 |
(7.1) | (9.0) | |
| Deferred tax (charge)/credit: | ||
| Origination and reversal of temporary differences: | ||
UK corporation tax | (0.1) | 1.9 |
Overseas tax | 1.0 | 1.0 |
| Derecognition of deferred tax assets: | ||
UK corporation tax | – | (4.7) |
Overseas tax | (1.4) | - |
| Adjustments in respect of prior years: | ||
UK corporation tax | – | (0.3) |
Overseas tax | – | 0.1 |
(0.5) | (2.0) | |
Tax expense on continuing operations | (7.6) | (11.0) |
Also included in the income statement is:
• a tax charge from discontinued operations of £nil (2023: £1.0m) included within loss for the year from discontinued operations,
net of tax
• a tax charge of £0.2m (2023: £0.2m) included within share of post-tax results of joint ventures and associates.
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11. Income taxes continued
11.2. Reconciliation of effective tax charge
The Group falls under the UK tonnage tax regime on its tanker owning and operating activities and a charge is based on the net tonnage
of vessels operated. Profits and losses for these activities are not subject to UK corporation tax. The tax on the Group’s profit before tax
differs from the theoretical amount that would arise using the rate applicable under UK corporation tax rules as follows:
| 2024 | 2023 1 | |
| Continuing operations | £m | £m |
Profit/(loss) before taxation | 54.0 | (39.9) |
Tax arising from interests in joint ventures and associates | 0.2 | 0.2 |
54.2 | (39.7) | |
Tax (charge)/credit at 25.0% (2023: 23.5%) | (13.6) | 9.3 |
| Effects of: | ||
Tonnage tax expense on vessel activities | 1.3 | 1.5 |
Expenses not deductible for tax purposes | (28.4) | (7.7) |
Adjustments in respect of prior years | 0.6 | (0.1) |
Overseas tax rates | (0.1) | (1.1) |
Irrecoverable withholding tax | (0.9) | (0.9) |
Share of profits of joint ventures and associates | 0.5 | 0.3 |
Non-taxable income | 38.5 | – |
Impact of change of rate | – | 1.0 |
Derecognition of previously recognised prior year losses | (1.4) | (4.7) |
Losses and other temporary differences not recognised | (4.2) | (8.8) |
Tax expense 2 | (7.7) | (11.2) |
1 During the year, the Directors agreed to change the presentation of the reconciliation of the effective tax rate in order to provide the reader with supplemental data. As a result,
(£0.9m) of irrecoverable withholding tax and (£0.5m) of profits of joint ventures and associates have been separately disclosed. Historically, these reconciling items have been
included within the reconciliation in the Overseas tax rates line. There is no impact to the overall tax reconciliation as a result of these changes.
2 Total tax expense comprises tax expense from continuing operations of £7.6m (2023: 11.0m) and tax expense recognised on share of profits from joint ventures and associates of
£0.2m (2023: £0.2m).
Expenses not deductible for tax purposes relate mainly to non-recurring items such as goodwill impairments, costs associated with
business disposals, and losses made on business disposals. Non-taxable income relates mainly to proceeds upon business disposals
that occurred during the year.
Further details on the movements in deferred tax can be found in Note 28.
The effective rate on the profit/(loss) before tax from continuing operations is 13.9% (2023: (27.6)%). The effective income tax rate
on the underlying profit before tax is 27.6% (2023: 29.0%), adjusted for a £3.1m (2023: £3.6m) Corporate Interest Restriction (CIR)
disallowance (due to exceptionally high interest costs causing a distortion on the tax rate) which has no bearing on the operational
performance of the Group. Underlying profit before taxation is included in Note 5.1. Overprovision in previous years arose due to the
timing in which certain transactions have been accounted for, rather than any correction.
11.3. Pillar Two
In line with the recent enactment of the Pillar Two income taxes legislation in the UK, which came into effect on 1 January 2024,
the Group has assessed its impact. The Group’s revenue is below the €750m threshold and therefore is not within the scope
of the legislation.
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
11. Income taxes continued
11.4. Amounts recognised within other comprehensive income/(expense)
| 2024 | 2023 | |
| £m | £m | |
| Current tax | ||
Foreign exchange losses on internal loans | (0.1) | (0.1) |
Contributions to defined benefit pension schemes | 0.3 | 0.2 |
0.2 | 0.1 | |
| Deferred tax | ||
| Items that will not subsequently be reclassified to the income statement: | ||
Actuarial gain on defined benefit pension schemes | (0.2) | (0.5) |
(0.2) | (0.5) | |
| Items that may subsequently be reclassified to the income statement: | ||
Fair value movements on cash flow hedges | 0.6 | (0.2) |
0.6 | (0.2) | |
0.4 | (0.7) | |
Total tax on items credited/(charged) to other comprehensive income/(expense) | 0.6 | (0.6) |
12. Discontinued operations
On 6 March 2023, the Group announced that the entire share capital of James Fisher Nuclear Holdings Limited and related properties
(JFN) was sold to Myneration Limited, a wholly-owned investment vehicle of Rcapital Partners LLP for consideration of £3. The Group
has retained certain Parent Company guarantees which historically were given to support the obligations of JFN.
No businesses have been presented as discontinued in 2024.
| 2023 | |
| Discontinued operations | £m |
Revenue | 6.8 |
Inter-segmental sales | (0.1) |
| 6.7 | |
Expenses | (17.1) |
Loss before taxation | (10.4) |
Tax expense | (1.0) |
Loss for the year from discontinued operations | (11.4) |
| Attributable to: | |
Owners of the Company | (11.4) |
Non-controlling interests | – |
| (11.4) | |
| 2023 | |
| Cash flows used in discontinued operations | £m |
Net cash from operating activities | (0.4) |
Net cash from investing activities | – |
Net cash from financing activities | – |
Net cash flows for the year | (0.4) |
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13. Dividends paid and proposed
There were no dividends paid or proposed in either 2024 or 2023.
14. Earnings per share
Basic earnings per share is calculated by dividing the profit/(loss) attributable to shareholders by the weighted average number of
ordinary shares in issue during the year, after excluding 44,760 (2023: 12,519) ordinary shares held by the James Fisher and Sons plc
Employee Share Ownership Trust (ESOT) as treasury shares. Diluted earnings per share are calculated by dividing the profit/(loss)
attributable to shareholders by the weighted average number of ordinary shares that would be issued on conversion of all the dilutive
potential ordinary shares (options) into ordinary shares.
At 31 December 2023, 2,649,876 were excluded from the diluted weighted average number of ordinary shares calculation as their
effect would be anti-dilutive. The average market value of the Company’s shares for purposes of calculating the dilutive effect of share
options was based on quoted market prices for the period during which the options were outstanding.
The calculation of the basic and diluted earnings per share is based on the following data:
| 2024 | 2023 | |
| £m | £m | |
Profit/(loss) after tax attributable to shareholders | 46.3 | (62.4) |
Weighted average number of shares
| 2024 | 2023 | |
| Number of | Number of | |
| shares | shares | |
Basic weighted average number of shares | 50,364,912 | 50,358,388 |
Potential exercise of options | 1,275,449 | – |
Diluted weighted average number of shares | 51,640,361 | 50,358,388 |
Earnings per share | pence | pence |
Basic earnings per share | 92.0 | (123.9) |
Diluted earnings per share | 89.7 | (123.9) |
Earnings per share – continuing operations | pence | pence |
Basic earnings per share | 92.0 | (101.2) |
Diluted earnings per share | 89.7 | (101.2) |
Earnings per share – discontinued operations | pence | pence |
Basic and diluted earnings per share | – | (22.7) |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
Other intangible assets | Total | |||||
| goodwill | ||||||
| Total other | and other | |||||
| Customer | Intellectual | Development | intangible | intangible | ||
| Goodwill | relationships | property | costs | assets | assets | |
| £m | £m | £m | £m | £m | £m | |
| Cost | ||||||
At 1 January 2023 | 165.2 | 17.8 | 10.5 | 23.7 | 52.0 | 217.2 |
Additions | – | – | – | 1.7 | 1.7 | 1.7 |
Disposals | (8.1) | (0.1) | (0.7) | – | (0.8) | (8.9) |
Re-classified to assets held for sale | (8.4) | – | – | – | – | (8.4) |
Re-classified from property, plant and equipment | – | – | – | 1.1 | 1.1 | 1.1 |
Foreign exchange differences | (2.4) | – | (0.3) | – | (0.3) | (2.7) |
At 31 December 2023 | 146.3 | 17.7 | 9.5 | 26.5 | 53.7 | 200.0 |
Additions | – | – | – | 2.4 | 2.4 | 2.4 |
Disposals | (18.1) | (2.2) | (5.7) | (8.3) | (16.2) | (34.3) |
Re-classified from property, plant and equipment | – | – | – | 0.3 | 0.3 | 0.3 |
Foreign exchange differences | (3.4) | (0.6) | (0.2) | (0.2) | (1.0) | (4.4) |
At 31 December 2024 | 124.8 | 14.9 | 3.6 | 20.7 | 39.2 | 164.0 |
| Accumulated amortisation and impairment losses | ||||||
At 1 January 2023 | (48.9) | (16.5) | (7.5) | (19.8) | (43.8) | (92.7) |
Charge for the year | – | (1.0) | (0.8) | (1.1) | (2.9) | (2.9) |
Impairment | (28.0) | – | (1.7) | (0.2) | (1.9) | (29.9) |
Disposals | 8.1 | 0.1 | 0.7 | – | 0.8 | 8.9 |
Re-classified to assets held for sale | 0.8 | – | – | – | – | 0.8 |
Foreign exchange differences | – | 0.1 | 0.3 | – | 0.4 | 0.4 |
At 31 December 2023 | (68.0) | (17.3) | (9.0) | (21.1) | (47.4) | (115.4) |
Charge for the year | – | (0.3) | (0.3) | (0.5) | (1.1) | (1.1) |
Impairment | (3.2) | – | (0.2) | – | (0.2) | (3.4) |
Disposals | 9.7 | 2.2 | 5.7 | 8.3 | 16.2 | 25.9 |
Re-classified from property, plant and equipment | – | – | – | (0.3) | (0.3) | (0.3) |
Foreign exchange differences | 1.2 | 0.5 | 0.2 | 0.1 | 0.8 | 2.0 |
At 31 December 2024 | (60.3) | (14.9) | (3.6) | (13.5) | (32.0) | (92.3) |
| Net book value | ||||||
At 31 December 2024 | 64.5 | – | – | 7.2 | 7.2 | 71.7 |
At 31 December 2023 | 78.3 | 0.4 | 0.5 | 5.4 | 6.3 | 84.6 |
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Notes to the consolidated financial statements continued
15. Goodwill and other intangible assets
continued
| 2024 | 2023 1 | ||
Division | CGU | £m | £m |
Energy | Continental | – | 3.6 |
Scantech | 19.4 | 21.3 | |
Renewables | 9.4 | 9.4 | |
RMSpumptools | – | 8.3 | |
28.8 | 42.6 | ||
Defence | James Fisher Defence (JFD) | 8.7 | 8.6 |
8.7 | 8.6 | ||
Maritime Transport | Cattedown Wharves | 10.3 | 10.3 |
Fendercare | 16.7 | 16.8 | |
27.0 | 27.1 | ||
Total | 64.5 | 78.3 |
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James Fisher and Sons plc Annual Report and Accounts 2024
15. Goodwill and other intangible assets continued
15.2. Impairment testing
continued
2024 | 2023 | |||||||
| Terminal | Average | Terminal | Average | |||||
| Pre-tax | Post-tax | value | revenue | Pre-tax | Post-tax | value | revenue | |
| discount | discount | growth rate | growth rate 1 | discount | discount | growth rate | growth rate 1 | |
| rate (%) | rate (%) | £m | % | rate (%) | rate (%) | £m | % | |
| CGU | ||||||||
Continental | 15.8 | 15.4 | 3.0 | 20.7 | 17.2 | 15.8 | 2.6 | 7.9 |
Scantech | 16.0 | 15.7 | 2.0 | 8.6 | 17.5 | 16.1 | 2.6 | 6.5 |
Renewables 2 | 16.9 | 16.6 | 1.9 | 19.0 | 18.7 | 17.3 | 2.6 | 13.6 |
JFD | 15.7 | 15.3 | 2.2 | 17.6 | 17.3 | 15.9 | 2.6 | 4.8 |
Cattedown Wharves | 16.2 | 15.8 | 2.0 | 1.3 | 17.6 | 16.2 | 2.6 | 2.2 |
Fendercare | 16.9 | 16.5 | 2.5 | 8.6 | 19.7 | 18.3 | 2.6 | 3.4 |
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15. Goodwill and other intangible assets continued
15.2. Impairment testing
continued
| 2024 | 2023 | ||
Division | CGU | £m | £m |
Energy | Continental | – | – |
Scantech | 61.7 | 28.8 | |
Renewables | 2.4 | 7.5 | |
RMSpumptools | – | 25.0 | |
64.1 | 61.3 | ||
| Defence | JFD | 10.0 | – |
10.0 | – | ||
Maritime Transport | Cattedown Wharves | 23.0 | 17.3 |
Fendercare | 6.3 | 15.0 | |
29.3 | 32.3 | ||
Total | 103.4 | 93.6 |
Notes to the consolidated financial statements continued
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16. Property, plant and equipment
| Assets | |||||
| Plant and | under | ||||
| Property | Vessels | equipment | construction | Total | |
| £m | £m | £m | £m | £m | |
| Cost | |||||
At 1 January 2023 | 27.0 | 66.0 | 215.0 | 9.5 | 317.5 |
Additions | 0.2 | 2.6 | 8.6 | 17.1 | 28.5 |
Re-classified from assets under construction | 0.1 | – | 12.2 | (12.3) | – |
Re-classified to assets held for sale | (1.5) | (2.4) | (1.1) | – | (5.0) |
Re-classified to intangible assets | – | – | (1.1) | – | (1.1) |
Disposals | (0.6) | (12.7) | (11.7) | – | (25.0) |
Foreign exchange differences | (0.3) | (0.4) | (5.8) | – | (6.5) |
At 31 December 2023 | 24.9 | 53.1 | 216.1 | 14.3 | 308.4 |
Additions | 0.5 | 2.6 | 3.5 | 20.5 | 27.1 |
Re-classified from assets under construction | 0.9 | 0.9 | 18.0 | (19.8) | – |
Re-classified to intangible assets | – | – | (0.3) | – | (0.3) |
Re-classified to right-of-use assets | – | – | – | (0.1) | (0.1) |
Disposals | (2.5) | (15.1) | (25.1) | (0.6) | (43.3) |
Foreign exchange differences | – | (0.2) | (6.1) | (0.2) | (6.5) |
At 31 December 2024 | 23.8 | 41.3 | 206.1 | 14.1 | 285.3 |
| Accumulated depreciation and impairment losses | |||||
At 1 January 2023 | (13.2) | (38.9) | (145.7) | – | (197.8) |
Charge for the year | (1.2) | (5.5) | (15.3) | – | (22.0) |
Impairment | – | (0.5) | – | – | (0.5) |
Re-classified to assets held for sale | 0.4 | 1.7 | 0.9 | – | 3.0 |
Disposals | 0.6 | 11.6 | 10.2 | – | 22.4 |
Foreign exchange differences | 0.1 | 0.3 | 4.1 | – | 4.5 |
At 31 December 2023 | (13.3) | (31.3) | (145.8) | – | (190.4) |
Charge for the year | (1.0) | (3.5) | (15.3) | – | (19.8) |
Impairment | – | – | (0.2) | – | (0.2) |
Re-classified to intangible assets | – | – | 0.3 | – | 0.3 |
Disposals | 1.6 | 8.5 | 21.3 | – | 31.4 |
Foreign exchange differences | (0.1) | 0.1 | 4.8 | – | 4.8 |
At 31 December 2024 | (12.8) | (26.2) | (134.9) | – | (173.9) |
Net book value at 31 December 2024 | 11.0 | 15.1 | 71.2 | 14.1 | 111.4 |
Net book value at 31 December 2023 | 11.6 | 21.8 | 70.3 | 14.3 | 118.0 |
Disposals in 2024 include £6.6m (2023: £0.9m) net book value relating to vessels in the Maritime Transport Division. Included within
additions for the year is £1.5m of accrued capital expenditure (2023: £1.3m).
Climate change impact was considered for the useful economic lives of the vessels and no adjustments were required.
The Group recognises operating lease rental income as revenue (see Note 7). Property, plant and equipment includes the following
assets which provide rental income. The Group has classified these leases as operating leases because they do not transfer
substantially all of the risks and rewards incidental to the ownership of the assets.
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16. Property, plant and equipment continued
| Plant and | |||
| Vessels | equipment | Total | |
| £m | £m | £m | |
| Cost | |||
At 1 January 2023 | 0.9 | 39.1 | 40.0 |
Additions | – | 0.6 | 0.6 |
Disposals | – | (1.2) | (1.2) |
Foreign exchange differences | – | (3.0) | (3.0) |
At 31 December 2023 | 0.9 | 35.5 | 36.4 |
Additions | – | 0.4 | 0.4 |
Disposals | – | (0.7) | (0.7) |
Foreign exchange differences | – | (2.9) | (2.9) |
At 31 December 2024 | 0.9 | 32.3 | 33.2 |
| Accumulated depreciation and impairment losses | |||
At 1 January 2023 | (0.4) | (25.8) | (26.2) |
Charge for the year | – | (2.2) | (2.2) |
Disposals | – | 1.0 | 1.0 |
Foreign exchange differences | – | 2.0 | 2.0 |
At 31 December 2023 | (0.4) | (25.0) | (25.4) |
Charge for the year | (0.1) | (2.1) | (2.2) |
Disposals | – | 0.5 | 0.5 |
Foreign exchange differences | – | 2.1 | 2.1 |
At 31 December 2024 | (0.5) | (24.5) | (25.0) |
Net book value at 31 December 2024 | 0.4 | 7.8 | 8.2 |
Net book value at 31 December 2023 | 0.5 | 10.5 | 11.0 |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
17. Right-of-use assets and leases continued
17.1. The Group as lessee
continued
| Plant and | ||||
| Property | Vessels | equipment | Total | |
| £m | £m | £m | £m | |
| Cost | ||||
At 1 January 2023 | 21.8 | 74.7 | 2.2 | 98.7 |
Additions | 11.0 | 21.6 | 0.2 | 32.8 |
Re-classified to assets held for sale | 0.1 | (4.9) | – | (4.8) |
Disposals | (3.1) | (1.3) | (0.2) | (4.6) |
Foreign exchange differences | (0.8) | (0.6) | – | (1.4) |
At 31 December 2023 | 29.0 | 89.5 | 2.2 | 120.7 |
Additions | 4.5 | 10.7 | 0.2 | 15.4 |
Re-classified from property, plant and equipment | – | 0.1 | – | 0.1 |
Disposals | (5.0) | (10.4) | (0.1) | (15.5) |
Foreign exchange differences | (1.5) | 0.1 | – | (1.4) |
At 31 December 2024 | 27.0 | 90.0 | 2.3 | 119.3 |
| Depreciation and impairment losses | ||||
At 1 January 2023 | (11.6) | (34.1) | (0.7) | (46.4) |
Charge for the year | (3.7) | (12.2) | (0.4) | (16.3) |
Impairment | – | 1.9 | – | 1.9 |
Re-classified to assets held for sale | (0.1) | 4.2 | – | 4.1 |
Disposals | 2.0 | 0.4 | 0.2 | 2.6 |
Foreign exchange differences | 0.5 | 0.4 | (0.1) | 0.8 |
At 31 December 2023 | (12.9) | (39.4) | (1.0) | (53.3) |
Charge for the year | (3.3) | (15.9) | (0.4) | (19.6) |
Disposals | 3.8 | 8.7 | 0.1 | 12.6 |
Foreign exchange differences | 0.6 | 0.4 | – | 1.0 |
At 31 December 2024 | (11.8) | (46.2) | (1.3) | (59.3) |
Net book value at 31 December 2024 | 15.2 | 43.8 | 1.0 | 60.0 |
Net book value at 31 December 2023 | 16.1 | 50.1 | 1.2 | 67.4 |
| 2024 | 2023 | |
| £m | £m | |
Current | 16.5 | 13.0 |
Non-current | 37.9 | 48.2 |
Total lease liabilities | 54.4 | 61.2 |
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17. Right-of-use assets and leases continued
17.1. The Group as lessee
continued
| 2024 | 2023 | |
| £m | £m | |
Expenses relating to short-term leases | 0.4 | 0.3 |
Depreciation charge on right-of-use assets | 19.6 | 16.3 |
Impairment reversal on right-of-use assets | – | (1.9) |
Interest on lease liabilities | 4.3 | 4.0 |
| 2024 | 2023 | |
| £m | £m | |
Operating lease – rental income | 9.1 | 7.9 |
| 2024 | 2023 | |
| £m | £m | |
Within one year | 8.7 | 8.1 |
Greater than one year but less than two years | 0.5 | 0.9 |
Greater than two years but less than three years | 0.5 | 0.9 |
Greater than three years but less than four years | 0.5 | – |
Greater than four years but less than five years | 0.5 | – |
Total undiscounted operating lease payments receivable | 10.7 | 9.9 |
Notes to the consolidated financial statements continued
176
James Fisher and Sons plc Annual Report and Accounts 2024
| 2024 | 2023 | |
| £m | £m | |
Investment in associates and joint ventures | 4.1 | 6.0 |
Loans to joint ventures | 1.8 | 2.4 |
5.9 | 8.4 |
| 2024 | 2023 | |
| £m | £m | |
Non-current assets | 10.5 | 16.8 |
Current assets | 8.8 | 9.4 |
Current liabilities | (1.3) | (1.5) |
Non-current liabilities | (13.9) | (18.7) |
4.1 | 6.0 | |
Revenue | 15.0 | 13.8 |
Cost of sales | (10.5) | (10.8) |
Administrative expenses | (1.7) | (1.5) |
Operating profit | 2.8 | 1.5 |
Net finance expense | – | 0.1 |
Profit before taxation | 2.8 | 1.6 |
Tax expense | (0.2) | (0.2) |
Profit after tax | 2.6 | 1.4 |
| Profit after tax: | ||
Continuing | 2.6 | 1.4 |
| Reconciliation of carrying amount of investment in joint ventures: | ||
At 1 January | 6.0 | 6.2 |
Profit after tax for the year | 2.6 | 1.4 |
Dividends received | (2.3) | (1.2) |
Share of fair value losses on cash flow hedges | – | (0.1) |
Impairment (charge)/reversal | (2.2) | 0.3 |
Re-classification to amounts owed to joint ventures and associates | 0.8 | – |
Re-classification to assets held for sale (see Note 24) | (0.5) | |
Foreign exchange differences | (0.3) | (0.6) |
At 31 December | 4.1 | 6.0 |
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20. Inventories
| 2024 | 2023 | |
| £m | £m | |
Raw materials and consumables | 3.2 | 11.5 |
Work in progress | 6.0 | 7.2 |
Finished goods | 23.6 | 28.0 |
32.8 | 46.7 |
The cost of inventories recognised as an expense within cost of sales was £54.9m (2023: £69.2m).
The write-down of inventories recorded as an expense in the year was £1.9m (2023: £nil).
| 2024 | 2023 | |
| £m | £m | |
| Non-current assets | ||
Contract assets | 2.0 | 1.0 |
Other non-trade receivables | 4.8 | 3.0 |
Other receivables | 6.8 | 4.0 |
| Current assets | ||
Trade receivables | 50.8 | 62.2 |
Amounts owed by joint venture undertakings | 2.1 | 2.5 |
Other non-trade receivables | 11.6 | 12.4 |
Contract assets | 38.0 | 37.1 |
Prepayments | 12.0 | 9.8 |
Trade and other receivables | 114.5 | 124.0 |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
| 2024 | 2023 | |
| £m | £m | |
| Non-current assets | ||
Interest rate swaps designated as cash flow hedges | 1.4 | – |
Other financial assets | 1.4 | – |
| Current liabilities | ||
Forward foreign exchange contracts designated as cash flow hedges | (0.8) | – |
Forward foreign exchange contracts at fair value through profit or loss | (0.1) | – |
Other financial liabilities | (0.9) | – |
| 2024 | 2023 | |
| £m | £m | |
Cash at bank and in hand | 86.2 | 77.5 |
Cash and cash equivalents in the Consolidated statement of financial position | 86.2 | 77.5 |
Bank overdrafts (see Note 26) | (62.4) | (51.1) |
Cash and cash equivalents in the Consolidated cash flow statement | 23.8 | 26.4 |
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| 2024 | 2023 | |
| £m | £m | |
| Current liabilities | ||
Trade payables | 31.7 | 29.6 |
Amounts owed to joint venture undertakings | 1.0 | 0.5 |
Taxation and social security | 2.4 | 3.0 |
Other payables | 16.2 | 17.0 |
Accruals | 50.5 | 51.6 |
Contract liabilities | 9.5 | 11.7 |
Trade and other payables | 111.3 | 113.4 |
26. Borrowings
| 2024 | 2023 | |
| £m | £m | |
| Non-current liabilities | ||
Bank borrowings | 77.3 | 166.6 |
Lease liabilities | 37.9 | 48.2 |
Cumulative preference shares | 0.1 | 0.1 |
Borrowings | 115.3 | 214.9 |
| Current liabilities | ||
Bank overdrafts | 62.4 | 51.1 |
Lease liabilities | 16.5 | 13.0 |
Borrowings | 78.9 | 64.1 |
26.1. Bank borrowings
The carrying value of the Group’s bank borrowings at 31 December 2024 was £77.3m (2023: £166.6m).
The Group signed a £209.9m secured revolving credit facility in June 2023, which was due to mature on 31 March 2025 (the RCF).
There were a number of mandatory repayments (both scheduled and where cash is generated from disposals) incorporated into the
facility terms. At the time when the facility terms were negotiated, the timing of these repayments was intended to align with forecast
cash inflows. However, as cash inflows can vary from forecast due to timings of projects and revenue receipts, prior to the December
2023 year end, the Group obtained appropriate waivers to alter the phasing and quantum of the December 2023 mandatory repayment.
The quantum of this mandatory repayment was reduced, and repayment made in June 2024. During the period, the Group re-financed
the RCF and this was accounted for as an extinguishment of the RCF with all unamortised financing fees recognised within re-financing
costs in the Consolidated income statement.
The RCF has been re-financed into a single three-year RCF of £75.0m (the New RCF) maturing in September 2027, alongside
a five-year £20.0m term loan facility maturing in September 2029 with repayments commencing in 2027 (the Group’s funding
arrangements). The Group’s funding arrangements contains Net debt : EBITDA covenants (defined as Leverage APM in Note 5.3) and
interest cover requirements throughout the facility and certain non-financial covenants. Leverage must not exceed 3.0x at 31 December
2024 and 2.5x thereafter; and interest cover must be greater than 4.0x at 31 December 2024 and 4.5x thereafter. The Group expects to
comply with the quarterly covenants within 12 months after the reporting date.
The funds borrowed under the RCF and New RCF bear interest at an annual rate of between 2.5% and 4.5% above the compounded
Sterling Overnight Index Average (SONIA), dependent on the Group’s leverage covenant. The interest rate paid during the year on drawn
funds ranged from 9.5% to 10.2% (2023: 5.5% to 9.9%). Undrawn funds on the RCF bore interest at an annual rate of between 1.00%
and 1.80% and undrawn funds under the New RCF bear interest at an annual rate of between 0.88% and 1.58%, both dependent on the
Group’s leverage covenant. The term loans bear interest at a rate of 5.0% and 5.5% respectively above compounded SONIA.
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
26. Borrowings continued
26.1. Bank borrowings
continued
The Group’s borrowings are measured at amortised cost using the effective interest method. Each reporting period, the Group reviews
its cash flow forecasts and if these have changed since the previous reporting period (other than as a result of changes in floating
interest rates), the borrowings are re-measured using the original effective interest rate. Any re-measurement of borrowings is treated
as an adjusting item and excluded from Underlying profit before tax.
At 31 December 2024, the Group had drawn down £58.0m under the New RCF (2023: £168.0m under the RCF), leaving £17.0m (2023:
£24.7m) undrawn and available. Leverage was 1.4x (2023: 2.8x) and interest cover was 4.5x (2023: 4.1x). Due to the nature of the facility
there are various drawdowns and repayments that occur throughout the year.
26.2. Cumulative preference shares
The preference shareholders are entitled to receive 3.5% cumulatively per annum, payable in priority to any dividend on the ordinary
shares. They carry equal voting rights of one vote per share held and shareholders have the right to attend and speak at general
meetings, exercise voting rights and appoint proxies. The shares are irredeemable. In the event of a winding-up order the amount
receivable is limited to their nominal value of £1.
| Foreign | ||||||
| 31 December | Other | exchange | 31 December | |||
| 2023 | Cash flow | non-cash* | Transfers** | differences | 2024 | |
| £m | £m | £m | £m | £m | £m | |
| Cash and cash equivalents including bank | ||||||
overdrafts (see Note 23) | 26.4 | (2.6) | – | 0.4 | (0.4) | 23.8 |
Cash included within assets held for sale | 0.4 | – | – | (0.4) | – | – |
Total cash and cash equivalents | 26.8 | (2.6) | – | – | (0.4) | 23.8 |
Debt due after one year | (166.7) | 90.0 | (0.7) | – | – | (77.4) |
Total debt | (166.7) | 90.0 | (0.7) | – | – | (77.4) |
Lease liabilities due within one year | (13.0) | 21.0 | (8.0) | (16.5) | – | (16.5) |
Lease liabilities due after one year | (48.2) | – | (8.2) | 17.5 | 1.0 | (37.9) |
Lease liabilities | (61.2) | 21.0 | (16.2) | 1.0 | 1.0 | (54.4) |
Net borrowings | (201.1) | 108.4 | (16.9) | 1.0 | 0.6 | (108.0) |
| Foreign | ||||||
| 31 December | Other | exchange | 31 December | |||
| 2022 | Cash flow | non-cash* | Transfers** | differences | 2023 | |
| £m | £m | £m | £m | £m | £m | |
| Cash and cash equivalents including bank | ||||||
overdrafts (see Note 23) | 22.8 | 5.7 | – | (0.4) | (1.7) | 26.4 |
| Cash and cash equivalents included within | ||||||
assets held for sale | 2.8 | – | – | (2.4) | – | 0.4 |
Total cash and cash equivalents | 25.6 | 5.7 | – | (2.8) | (1.7) | 26.8 |
Debt due within one year | (36.6) | 36.6 | – | – | – | – |
Debt due after one year | (121.9) | (43.0) | (1.8) | – | – | (166.7) |
Total debt | (158.5) | (6.4) | (1.8) | – | – | (166.7) |
Lease liabilities due within one year | (13.2) | 18.1 | (4.9) | (13.0) | – | (13.0) |
Lease liabilities due after one year | (39.7) | – | (24.0) | 13.0 | 2.5 | (48.2) |
Lease liabilities | (52.9) | 18.1 | (28.9) | – | 2.5 | (61.2) |
Net borrowings | (185.8) | 17.4 | (30.7) | (2.8) | 0.8 | (201.1) |
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27. Provisions
| Cost of | ||||
| material | ||||
| litigation | Warranty | Other | Total | |
| £m | £m | £m | £m | |
At 1 January 2023 | 2.0 | 2.4 | 2.3 | 6.7 |
Provided during the year | – | (0.2) | 7.2 | 7.0 |
At 31 December 2023 | 2.0 | 2.2 | 9.5 | 13.7 |
Provided during the year | 1.9 | 0.9 | 2.9 | 5.7 |
Utilised during the year | – | (1.7) | (4.2) | (5.9) |
Re-classified to other payables | – | – | (3.0) | (3.0) |
Released during the year | (1.7) | (0.1) | (0.2) | (2.0) |
At 31 December 2024 | 2.2 | 1.3 | 5.0 | 8.5 |
| 2024 | 2023 | |
| £m | £m | |
Current | 8.0 | 9.4 |
Non-current | 0.5 | 4.3 |
8.5 | 13.7 |
Cost of material litigation consists of a provision associated with a historical joint venture. The Group successfully settled the matter
during the year at a favourable value, resulting in a £1.7m release, which has been included in adjusting items. The agreed settlement of
£0.3m is expected to be paid in the following financial year. Also included within Cost of material litigation are provisions associated with
a £6.5m contractual dispute for which £1.9m was provided for in the year based on the contractual liability limit. The litigation is at its
early stage only and no specific timing for a court decision has been discussed or agreed yet.
Provisions in respect of warranties are based on management’s assessment of the previous history of claims, expenses incurred and
an estimate of future obligations on goods and services supplied where a warranty has been provided to the customer.
Included within Other provisions in the prior year is £6.4m in relation to James Fisher Nuclear Limited Parent Company guarantees.
Following the sale of the entire issued share capital of James Fisher Nuclear Holdings Limited and related properties (JFN) on 6
March 2023, a limited number of performance guarantees covering an event of default by JFN in performing its contractual duties and
obligations remained with the Group. JFN subsequently entered administration on 9 August 2023. On 29 August 2024, this claim was
settled for £6.4m and £3.4m of the provision has been utilised, with the balance re-classified to other payables.
Within the Defence Division, some international customers require defence contractors to comply with their industrial co-operation
regulations, often referred to as offset requirements. The intention of offset requirements is to enhance the social and economic
environment of the foreign country by requiring the contractor to promote investment in the country. The offset requirements can
be satisfied through purchasing supplies and services from in-country vendors, providing financial support for in-country projects,
establishment of joint ventures with local companies (direct investment) and establishing facilities for in-country operations. It can also
involve technology and technical knowledge transfer. In the event contractors fail to perform in accordance with offset requirements,
penalties may arise unless a negotiated position can be reached with the respective authorities. Offset obligations are calculated based
on regulations, normally a fixed percentage of the revenue contract value. Similarly, penalties are calculated on standard methodology,
normally a fixed percentage of the unfulfilled offset obligation. Offset contractual compliance is monitored separately from the revenue
contract counterparty.
As at 31 December 2024, a provision of £3.0m (2023: £3.1m) has been recognised in regard to offset agreement penalties. Additional
penalties which could be incurred if the offset obligation is not delivered, excluding those already provided, is estimated to be £1.2m,
however contract time extensions have been requested and plans are in place to mitigate the penalty risk as far as possible. The liability
is expected to be settled within the next year (2023: one to two years). The remaining contractual offset obligation at 31 December 2024
is £20.6m (2023: £22.0m).
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
| 2024 | 2023 | |
| £m | £m | |
| Non-current assets | ||
Property, plant and equipment | 6.1 | 4.9 |
Losses carried forward | 2.8 | 2.3 |
Temporary differences | 0.8 | 1.4 |
Deferred tax asset | 9.7 | 8.6 |
| Non-current liabilities | ||
Intangible assets | – | (0.1) |
Property, plant and equipment | (5.0) | (3.1) |
Derivative financial instruments | (0.1) | (0.7) |
Retirement benefit obligations | (0.7) | (0.7) |
Temporary differences | (0.4) | – |
Deferred tax liability | (6.2) | (4.6) |
Net deferred tax | 3.5 | 4.0 |
| Represented by: | ||
Deferred tax assets | 4.2 | 4.1 |
Deferred tax liabilities | (0.7) | (0.1) |
3.5 | 4.0 |
| 2024 | 2023 | |
| £m | £m | |
At 1 January | 4.0 | 8.1 |
Charged to comprehensive income | 0.4 | (0.7) |
Charged to income statement | (0.5) | (3.0) |
Disposal of subsidiaries | (0.3) | – |
Foreign exchange differences | (0.1) | (0.4) |
At 31 December | 3.5 | 4.0 |
Deferred tax charged to the income statement relates to the following: | 2024 | 2023 |
| £m | £m | |
Deferred tax assets | 0.1 | 2.8 |
| Deferred tax liabilities: | ||
Property, plant and equipment | 0.9 | 1.5 |
Intangible assets | – | (1.3) |
Other | (0.5) | – |
Deferred income tax charge | 0.5 | 3.0 |
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Strategic ReportOverview Governance Financial Statements
28. Deferred tax continued
29. Retirement benefit obligations
The Group defined benefit pension scheme obligations relate to the James Fisher and Sons plc Pension Fund for Shore Staff (Shore
staff), the Merchant Navy Officers Pension Fund (MNOPF) and the Merchant Navy Ratings Pension Fund (MNRPF) which are regulated
under UK pension legislation. The financial statements incorporate the latest full actuarial valuations of the schemes which have been
updated to 31 December 2024 by qualified actuaries using assumptions set out in the table below. These defined benefit schemes
expose the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk. In addition,
by participating in certain multi-employer industry schemes, the Group can be exposed to a pro-rata share of the credit risk of other
participating employers. There are no plans to withdraw from the MNOPF or MNRPF schemes in the foreseeable future. The Group’s
obligations in respect of its pension schemes at 31 December 2024 were as follows:
| 2024 | 2023 | |
| £m | £m | |
| Non-current assets | ||
Shore staff | 9.1 | 7.4 |
MNOPF | – | – |
Retirement benefit surplus | 9.1 | 7.4 |
| Non-current liabilities | ||
MNRPF | (1.9) | (1.6) |
Retirement benefit obligations | (1.9) | (1.6) |
Net retirement benefit surplus | 7.2 | 5.8 |
Shore staff
The assets of this scheme are held in a separate Trustee-administered account and do not include any of the Group’s assets.
The scheme was closed to new members in October 2001 and closed to future accrual on 31 December 2010. The most recent
actuarial valuation was as at 31 July 2022. It is valued every three years after which deficit contributions and the repayment period
are subject to agreement between the Group and the Trustees. Funding arrangements are set out in the most recent triennial actuarial
valuation report. The weighted average duration of the Shore staff scheme is ten years.
The Shore staff plan assets and obligations have been updated to 31 December 2024 resulting in a surplus being recognised. A surplus,
when calculated on an accounting basis, is recognised when the Group can realise the economic benefit at some point during the life
of the plan or when the plan liabilities are all settled and there are no remaining beneficiaries. Based on a review of the plan’s governing
documentation, the Group has a right to a refund of surplus assuming the gradual settlement of the plan liabilities over time until all
members have left. The Directors therefore take the view that it is appropriate to recognise the surplus.
MNOPF
The MNOPF is an industry-wide pension scheme which is accounted for as a defined benefit scheme. It is valued every three years
and deficits have typically been funded over a ten-year period. The most recent triennial actuarial valuation of the scheme was as at
31 March 2021 and no additional deficit funding was requested by the Trustees. Funding arrangements are set out in the most recent
triennial actuarial valuation report. The share of the Group in the net retirement benefit obligation of the MNOPF is 2.97% (2023:
2.95%). Disclosures relating to this scheme are based on these allocations which are reviewed, and changes notified to the Group.
Information supplied by the Trustees of the MNOPF has been reviewed by the Group’s actuaries. The principal assumption in the
review is the discount rate on the scheme’s liabilities which was 5.40% (2023: 4.55%). The other major assumptions are the same as in
the actuarial assumptions table. The disclosures in this note relate to the Group’s share of the assets and liabilities within the MNOPF.
No contributions to this scheme are expected in 2025 which is represented by the surplus in the table above. The Group does not
have an unconditional right to a refund of a scheme surplus. The weighted average duration of the MNOPF scheme is ten years.
MNRPF
The MNRPF is an industry-wide pension scheme which is accounted for as a defined benefit scheme. The most recent actuarial
valuation of the MNRPF was at 31 March 2023. Information supplied by the Trustees of the MNRPF has been reviewed by the
Group’s actuaries. The share of the Group in the net retirement benefit obligation of the MNRPF is reviewed and changes notified
to the Group. The principal assumption in the MNRPF valuation is the discount rate on the schemes liabilities which was 5.40%
(2023: 4.55%). The other major assumptions are the same as in the actuarial assumptions table. Estimated contributions to this scheme
are £0.2m in 2025. The Group does not have an unconditional right to a refund of a scheme surplus. The weighted average duration of
the MNRPF scheme is 11 years.
In 2018, the Trustees became aware of historical legal uncertainties relating to changes to ill-health early retirement benefits payable
from the MNRPF.
Notes to the consolidated financial statements continued
184
James Fisher and Sons plc Annual Report and Accounts 2024
29. Retirement benefit obligations continued
MNRPF
continued
In order to resolve the issue, the Trustees sought directions from the Court, and in February 2022, the High Court approved a settlement
in principle. During 2023, a £0.3m credit was recognised within administrative expenses relating to the Group’s share of additional
liabilities which have been estimated to date.
New issues were identified in 2021 in relation to the Fund’s administrative and benefit practices as part of the benefit review carried out
by the Fund’s lawyers. The Trustees are undertaking further investigations and the potential quantum of these issues at the moment
is uncertain. During 2023, a £2.5m past service cost was recognised within administrative expenses relating to the Group’s share of
additional liabilities which have been estimated to date. This £2.5m combined with the £0.3m credit regarding ill-health early retirement
represents a net £2.2m charge during 2023.
2024 | 2023 | |
Inflation (%) | 3.20 | 3.10 |
Rate of increase of pensions in payment – Shore staff (%) | 3.15 | 3.00 |
Discount rate for scheme liabilities (%) | 5.40 | 4.55 |
Expected rates of return on assets (%) | 5.40 | 4.55 |
| Post-retirement mortality: (years) | ||
| Shore staff scheme | ||
Current pensioner at 65 male | 21.5 | 21.7 |
Current pensioner at 65 female | 23.5 | 23.6 |
Future pensioner at 65 male | 22.5 | 23.0 |
Future pensioner at 65 female | 24.6 | 25.1 |
Key measure | Change in assumption | Change in deficit |
| Shore staff scheme | ||
Discount rate | Increase of 0.5% | Decrease by 4.6% |
Rate of inflation | Increase by 0.5% | Increase by 2.6% |
Rate of mortality | Increase in life expectancy of 1 year | Increase by 3.4% |
| MNOPF | ||
Discount rate | Increase of 0.5% | Decrease by 3.9% |
Rate of inflation | Increase by 0.5% | Increase by 1.9% |
Rate of mortality | Increase in life expectancy of 1 year | Increase by 3.3% |
| MNRPF | ||
Discount rate | Increase of 0.5% | Decrease by 3.9% |
Rate of inflation | Increase by 0.5% | Increase by 0.9% |
Rate of mortality | Increase in life expectancy of 1 year | Increase by 2.5% |
185
Strategic ReportOverview Governance Financial Statements
29. Retirement benefit obligations continued
29.1. The assets and liabilities of the schemes
2024 | 2023 | |||||||
| Shore staff | MNOPF | MNRPF | Total | Shore staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
Fair value of scheme assets* | 51.2 | 53.4 | 11.2 | 115.8 | 54.0 | 60.0 | 12.4 | 126.4 |
Present value of scheme liabilities | (42.1) | (53.0) | (13.1) | (108.2) | (46.6) | (57.8) | (14.0) | (118.4) |
Effect of asset ceiling | – | (0.4) | – | (0.4) | – | (2.2) | – | (2.2) |
Net pension surplus/(obligation) | 9.1 | – | (1.9) | 7.2 | 7.4 | – | (1.6) | 5.8 |
* The Shore staff scheme includes the following asset categories:
| 2024 | 2023 | |
| £m | £m | |
Investment funds: diversified alternatives (unquoted) | – | 7.0 |
Investment funds: liability-driven investments (quoted) | 10.6 | 13.9 |
Investment funds: absolute return bonds (unquoted) | 15.5 | 14.1 |
Investment funds: asset-backed securities (quoted) | 18.0 | 6.2 |
Investment funds: annuity assets | 0.5 | 0.7 |
Investment funds: other (unquoted) | 3.6 | 5.1 |
Cash or liquid assets** | 3.0 | 7.0 |
51.2 | 54.0 |
** £7.0m cash at 31 December 2023 includes £6.0m cash in transit from diversified alternatives disinvestment which was credited to the bank account on 2 January 2024.
The Liability Driven Investments (LDI) held by the Shore staff scheme (£10.6m at 31 December 2024) include fixed interest government
bonds (gilts), index-linked gilts, cash and various derivative instruments such as inflation swaps, interest rate swaps, gilt total return swaps
and gilt repurchase agreements. The aim of these investments is to match the interest rate and inflation exposure of a portion
of the scheme’s liabilities, to help reduce the volatility in the funding position.
The value of the Shore staff assets is determined by fund managers using principles of fair valuation as determined appropriate given the
nature of the investment.
For the MNOPF, the value of the assets is projected by our corporate actuary using the latest audited asset values available (30 September
2024), in line with market movements.
For the MNRPF, asset values are provided at 31 December 2024 by the MNRPF’s advisers. In August 2024, the MNRPF entered into a
longevity swap agreement to hedge against the risk of members living longer than expected. Given the longevity swap typically has a zero
fair value upon inception, no explicit allowance has been made for this longevity swap within the asset value at 31 December 2024.
The MNOPF and MNRPF schemes do not provide employer/participant specific asset details. Therefore, the bifurcation of assets for these
schemes at 31 December 2024 and 31 December 2023 has not been presented.
The MNRPF and MNOPF contributions paid by the Group are not refundable in any circumstances and the balance sheet liability reflects
an adjustment for any agreed deficit recovery contributions in excess of deficit determined using the Group’s assumptions.
None of the assets held are non-transferable financial instruments issued by the Group or property occupied by the Group.
29.2. Expense recognised in the income statement
2024 | 2023 | |||||||
| Shore staff | MNOPF | MNRPF | Total | Shore staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
Past service cost | – | – | – | – | – | – | 2.2 | 2.2 |
Expenses | 0.4 | 0.2 | 0.3 | 0.9 | 0.1 | 0.2 | 0.2 | 0.5 |
Interest cost on benefit obligation | 2.1 | 2.5 | 0.5 | 5.1 | 2.2 | 2.8 | 0.8 | 5.8 |
Interest income on scheme assets | (2.4) | (2.6) | (0.5) | (5.5) | (2.4) | (3.1) | (0.9) | (6.4) |
Interest cost on the asset ceiling | – | 0.1 | – | 0.1 | – | 0.2 | 0.1 | 0.3 |
0.1 | 0.2 | 0.3 | 0.6 | (0.1) | 0.1 | 2.4 | 2.4 |
The actual return on the assets over 2024 are: • Shore staff plan assets had a gain of £0.2m (2023: gain of £4.2m)
• MNRPF plan assets had a gain of £0.1m (2023: loss of £6.9m)
• MNOPF plan assets had a loss of £1.6m (2023: loss of £1.6m).
Notes to the consolidated financial statements continued
186
James Fisher and Sons plc Annual Report and Accounts 2024
29. Retirement benefit obligations continued
2024 | 2023 | |||||||
| Shore | Shore | |||||||
| staff | MNOPF | MNRPF | Total | staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January | 7.4 | – | (1.6) | 5.8 | 5.5 | (0.4) | – | 5.1 |
| Expense recognised in the income | ||||||||
statement | (0.1) | (0.2) | (0.3) | (0.6) | 0.1 | (0.1) | (2.4) | (2.4) |
Contributions paid to scheme | 1.6 | – | 0.3 | 1.9 | 1.1 | 0.4 | – | 1.5 |
Re-measurement gains/(losses) | 0.2 | 0.2 | (0.3) | 0.1 | 0.7 | 0.1 | 0.8 | 1.6 |
At 31 December | 9.1 | – | (1.9) | 7.2 | 7.4 | – | (1.6) | 5.8 |
2024 | 2023 | |||||||
| Shore | Shore | |||||||
| staff | MNOPF | MNRPF | Total | staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January | 46.6 | 57.8 | 14.0 | 118.4 | 46.8 | 61.1 | 18.3 | 126.2 |
Past service cost | – | – | – | – | – | – | 2.2 | 2.2 |
Interest cost | 2.1 | 2.5 | 0.5 | 5.1 | 2.2 | 2.8 | 0.8 | 5.8 |
| Re-measurement loss/(gain): | ||||||||
| Actuarial loss arising from scheme | ||||||||
experience | 0.2 | 0.9 | 1.7 | 2.8 | 0.7 | (1.7) | (6.6) | (7.6) |
Actuarial gain arising from changes in demographic assumptions | (0.1) | (0.1) | (0.3) | (0.5) | (0.3) | (1.1) | (0.3) | (1.7) |
Actuarial (gain)/loss arising from changes in financial assumptions | (3.3) | (3.6) | (1.0) | (7.9) | 0.6 | 1.2 | 0.4 | 2.2 |
Net benefits paid out | (3.4) | (4.5) | (1.8) | (9.7) | (3.4) | (4.5) | (0.8) | (8.7) |
At 31 December | 42.1 | 53.0 | 13.1 | 108.2 | 46.6 | 57.8 | 14.0 | 118.4 |
2024 | 2023 | |||||||
| Shore | Shore | |||||||
| staff | MNOPF | MNRPF | Total | staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
As at 1 January | – | (2.2) | – | (2.2) | – | (5.2) | (1.9) | (7.1) |
Interest | – | (0.1) | – | (0.1) | – | (0.2) | (0.1) | (0.3) |
| Change in adjustment in excess | ||||||||
of interest | – | 1.9 | – | 1.9 | – | 3.2 | 2.0 | 5.2 |
As at 31 December | – | (0.4) | – | (0.4) | – | (2.2) | – | (2.2) |
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29. Retirement benefit obligations continued
2024 | 2023 | |||||||
| Shore staff | MNOPF | MNRPF | Total | Shore staff | MNOPF | MNRPF | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
At 1 January | 54.0 | 60.0 | 12.4 | 126.4 | 52.3 | 65.9 | 20.2 | 138.4 |
Expenses | (0.4) | (0.2) | (0.3) | (0.9) | (0.1) | (0.2) | (0.2) | (0.5) |
Return on scheme assets recorded in interest | 2.4 | 2.6 | 0.5 | 5.5 | 2.4 | 3.1 | 0.9 | 6.4 |
| Re-measurement (gain)/loss: | ||||||||
| Return on plan assets excluding | ||||||||
interest income | (3.0) | (4.6) | 0.1 | (7.5) | 1.7 | (4.7) | (7.7) | (10.7) |
Contributions by employer | 1.6 | – | 0.4 | 2.0 | 1.1 | 0.4 | – | 1.5 |
Net benefits paid out | (3.4) | (4.4) | (1.9) | (9.7) | (3.4) | (4.5) | (0.8) | (8.7) |
At 31 December | 51.2 | 53.4 | 11.2 | 115.8 | 54.0 | 60.0 | 12.4 | 126.4 |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| Shore staff | £m | £m | £m | £m | £m |
Fair value of scheme assets | 51.2 | 54.0 | 52.3 | 65.8 | 62.9 |
Defined benefit obligation | (42.1) | (46.6) | (46.8) | (66.8) | (71.7) |
Surplus/(deficit) in scheme | 9.1 | 7.4 | 5.5 | (1.0) | (8.8) |
| Re-measurement gain/(loss): | |||||
Return on plan assets excluding interest income | (3.0) | 1.7 | (13.1) | 3.7 | 5.7 |
Re-measurement (loss)/gain on scheme liabilities | (3.1) | 1.0 | (18.1) | (2.7) | 14.7 |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| MNOPF | £m | £m | £m | £m | £m |
Fair value of scheme assets | 53.4 | 60.0 | 65.9 | 97.2 | 99.2 |
Defined benefit obligation | (53.0) | (57.8) | (61.1) | (98.1) | (100.5) |
Asset ceiling | (0.4) | (2.2) | (5.2) | – | – |
Deficit in scheme | – | – | (0.4) | (0.9) | (1.3) |
| 2024 | 2023 | 2022 | 2021 | 2020 | |
| MNRPF | £m | £m | £m | £m | £m |
Fair value of scheme assets | 11.2 | 12.4 | 20.2 | 29.0 | 30.9 |
Defined benefit obligation | (13.1) | (14.0) | (18.3) | (29.0) | (31.1) |
Asset ceiling | – | – | (1.9) | – | – |
Deficit in scheme | (1.9) | (1.6) | – | – | (0.2) |
Notes to the consolidated financial statements continued
188
James Fisher and Sons plc Annual Report and Accounts 2024
30. Share-based payments
The Group operates a Long-Term Incentive Plan (LTIP) in respect of Executive Directors and certain senior employees and details
are set out in the Directors’ remuneration report on pages 102 to 106. It also operates a Sharesave scheme (Sharesave) for eligible
employees which is HM Revenue and Customs approved.
The Group recognised an expense in respect of equity-settled share-based payments of £1.8m (2023: £1.0m).
The weighted average exercise prices (WAEP) and movements in share options during the year are as follows:
Sharesave scheme | LTIP awards | |||||
| 2024 | 2023 | 2024 | 2023 | |||
Number | WAEP | Number | WAEP | Number | Number | |
Outstanding at 1 January | 574,444 | £3.90 | 677,651 | £4.41 | 2,272,277 | 1,383,824 |
Granted during the year | 289,553 | £2.72 | 261,914 | £3.66 | 1,720,809 | 1,390,033 |
Forfeited during the year* | (308,604) | £4.21 | (362,577) | £4.66 | (624,942) | (433,822) |
Exercised* | – | – | (2,544) | £3.24 | (67,758) | (67,758) |
Outstanding at 31 December | 555,393 | £3.11 | 574,444 | £3.90 | 3,300,386 | 2,272,277 |
Exercisable at 31 December | – | – | 12,154 | £14.09 | – | – |
* 32,421 shares in the 2023 LTIP awards comparative have been re-classified from forfeited to exercised.
30.1. Sharesave scheme
All employees, subject to the discretion of the Remuneration Committee, may apply for share options under an employee save as
you earn plan which may from time to time be offered by the Group. An individual’s participation is limited so that the aggregate
price payable for shares under option at any time does not exceed the statutory limit. Options granted under the plans will normally
be exercisable if the employee remains in employment and any other conditions set by the Remuneration Committee have been
satisfied. Options are normally exercisable at the end of the related savings contract, but early exercise is permitted in certain limited
circumstances. The performance period will not normally be less than three and a half years or greater than seven and a half years.
Awards were made of 289,553 options under this scheme on 10 June 2024.
During the year no options were exercised (2023: 2,544). The weighted average share price at the date of exercise for the options
exercised in 2023 was £3.24. For the Sharesave options outstanding at 31 December 2024, the weighted average remaining contractual
life is 2 years and 11 months (2023: 3 years and 0 months). The weighted average fair value of options granted during the year was £1.56
(2023: £1.48). The range of exercise prices for options outstanding at the end of the year was £2.72 – £11.06 (2023: £3.24 – £20.98).
The fair value of share-based payments has been estimated using the Black-Scholes model.
30.2. LTIP awards scheme
LTIP awards are granted in the form of a conditional share award to certain employees. Vesting requirements for this scheme are set out
within the Directors’ remuneration report on page 112. 2024 LTIP awards have been granted over 1,720,809 ordinary shares of 25 pence
each.
As described in the Directors remuneration report on page 11, a restricted share award (structured as a conditional award of shares) over
135,516 ordinary shares of 25 pence each was granted to Mr Vernet (Chief Executive Officer) on 13 September 2022. 67,758 options
vested and were exercised during the year (2023: 67,758 vested and exercised) and there are no options outstanding (2023: 67,758).
For LTIP awards the weighted average remaining contractual life is 8 years and 10 months (2023: 8 years and 10 months). The weighted
average fair value of options granted during the year was £2.86 (2023: £3.58). The fair value of options has been estimated using the
Monte Carlo model.
The inputs to the models used to determine the valuations fell within the following ranges:
2024 | 2023 | |
Dividend yield (%) | 0.80% | 1.60% |
Expected life of option (years) | 3 – 5 | 3 – 7 |
Share price at date of grant | £3.10 | £3.90 – £3.94 |
Expected share price volatility (%) | 60.0% | 40.0% |
Risk-free interest rate (%) | 4.24% – 4.41% | 4.32% – 4.59% |
Expected volatility has been based on an evaluation of the historical volatility of the Company’s share price.
189
Strategic ReportOverview Governance Financial Statements
Number | £m | |
In issue at 1 January 2024 and at 31 December 2024 | 50,398,063 | 12.6 |
| Translation | Hedging | Put option | ||
| reserve | reserve | liability | Total | |
| Other reserves | £m | £m | £m | £m |
At 1 January 2023 | (8.2) | 2.5 | (1.1) | (6.8) |
Other comprehensive expense | (8.1) | (1.6) | – | (9.7) |
Re-measurement of non-controlling interest put option | – | – | 0.1 | 0.1 |
At 31 December 2023 | (16.3) | 0.9 | (1.0) | (16.4) |
Other comprehensive expense | (4.6) | (1.4) | – | (6.0) |
Re-measurement of non-controlling interest put option | (0.6) | – | 1.0 | 0.4 |
At 31 December 2024 | (21.5) | (0.5) | – | (22.0) |
Notes to the consolidated financial statements continued
190
James Fisher and Sons plc Annual Report and Accounts 2024
| 2024 | 2023 | |
| £m | £m | |
Receivables | 102.5 | 111.1 |
Cash at bank and in hand | 86.2 | 77.5 |
| Derivative financial assets: | ||
Interest rate swaps designated as cash flow hedges | 1.4 | 2.3 |
Forward foreign exchange contracts designated as cash flow hedges | – | 0.8 |
190.1 | 191.7 |
191
Strategic ReportOverview Governance Financial Statements
Notes to the consolidated financial statements continued
32. Financial instruments
continued
32.2. Credit risk
continued
2024 | 2023 | |||
| Gross | Gross | |||
| carrying | Loss | carrying | Loss | |
| amount | allowance | amount | allowance | |
| Group | £m | £m | £m | £m |
Not yet due | 28.4 | 0.3 | 40.8 | 0.4 |
Overdue 1 to 30 days | 15.9 | 0.5 | 12.2 | 0.1 |
Overdue 31 to 60 days | 4.2 | 0.1 | 5.7 | 0.2 |
Overdue 61 to 90 days | 2.0 | – | 2.0 | 0.1 |
Overdue 91 to 180 days | 1.4 | 0.2 | 0.8 | 0.1 |
Overdue more than 180 days | 6.9 | 6.9 | 9.8 | 8.3 |
58.8 | 8.0 | 71.3 | 9.2 |
| 2024 | 2023 | |
| £m | £m | |
Balance at 1 January | 9.6 | 11.8 |
Released in the year | (4.9) | – |
Provided in the year | 5.0 | 0.1 |
Written off | (1.6) | (1.9) |
De-recognised on disposal of subsidiaries | (0.4) | – |
Foreign exchange differences | 0.3 | (0.4) |
Balance at 31 December | 8.0 | 9.6 |
192
James Fisher and Sons plc Annual Report and Accounts 2024
32. Financial instruments continued
| Greater | ||||||||
| Carrying | Contractual | Within | 1 – 2 | 2 – 3 | 3 – 4 | 4 – 5 | than | |
| amount | cash flows | 1 year | years | years | years | years | 5 years | |
| At 31 December 2024 | £m | £m | £m | £m | £m | £m | £m | £m |
| Non-derivative financial liabilities | ||||||||
Unsecured bank loans and overdrafts | 139.7 | (166.0) | (71.3) | (7.3) | (66.8) | (6.1) | (14.5) | – |
Lease liabilities | 54.4 | (70.6) | (20.6) | (9.4) | (8.1) | (7.7) | (5.5) | (19.3) |
Trade and other payables | 111.3 | (111.3) | (111.3) | – | – | – | – | – |
| Derivative financial liabilities | ||||||||
| Outflow on forward foreign exchange | ||||||||
contracts used for hedging | (0.9) | (37.1) | (37.1) | – | – | – | – | – |
304.5 | (385.0) | (240.3) | (16.7) | (74.9) | (13.8) | (20.0) | (19.3) | |
At 31 December 2023 | £m | £m | £m | £m | £m | £m | £m | £m |
| Non-derivative financial liabilities | ||||||||
Unsecured bank loans and overdrafts | 217.7 | (250.2) | (69.8) | (180.4) | – | – | – | – |
Lease liabilities | 61.2 | (84.3) | (16.8) | (13.5) | (11.7) | (8.1) | (7.0) | (27. 2) |
Trade and other payables | 113.4 | (113.4) | (113.4) | – | – | – | – | – |
| Derivative financial liabilities | ||||||||
Interest rate swaps used for hedging | (0.2) | (25.4) | (4.2) | (5.0) | (3.8) | (3.6) | (2.2) | (6.6) |
| Outflow on forward foreign exchange | ||||||||
contracts used for hedging | – | (52.1) | (52.1) | – | – | – | – | – |
392.1 | (525.4) | (256.3) | (198.9) | (15.5) | (11.7) | (9.2) | (33.8) |
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32. Financial instruments continued
| 31 December 2024 | ||||
| USD | EUR | NOK | SGD | |
| m | m | m | m | |
Trade receivables | 25.9 | 2.1 | – | – |
Cash at bank and in hand | 37.6 | – | 6.1 | 0.2 |
Trade payables | (5.5) | (0.9) | – | – |
Lease liabilities | (38.0) | – | – | – |
Gross balance sheet exposure | 20.0 | 1.2 | 6.1 | 0.2 |
Forecast sales | 141.1 | 16.2 | – | – |
Forecast purchases | (51.4) | (15.9) | – | – |
Gross exposure | 109.7 | 1.5 | 6.1 | 0.2 |
Forward foreign exchange contracts | (46.4) | – | – | – |
Net exposure | 63.3 | 1.5 | 6.1 | 0.2 |
| 31 December 2023 | ||||||
| USD | EUR | NOK | SGD | AUD | NGN | |
| m | m | m | m | m | m | |
Trade receivables | 55.2 | 1.2 | – | – | 0.2 | 0.2 |
Cash at bank and in hand | 37.8 | 0.5 | 9.7 | 1.8 | 0.1 | 1.1 |
Trade payables | (9.6) | (3.1) | (11.8) | – | – | (42.4) |
Gross balance sheet exposure | 83.4 | (1.4) | (2.1) | 1.8 | 0.3 | (41.1) |
Forecast sales | 184.9 | 12.8 | – | – | – | 631.5 |
Forecast purchases | (61.7) | (15.3) | – | – | – | (807.8) |
Gross exposure | 206.6 | (3.9) | (2.1) | 1.8 | 0.3 | (217.4) |
Forward foreign exchange contracts | (66.4) | – | – | – | – | – |
Net exposure | 140.2 | (3.9) | (2.1) | 1.8 | 0.3 | (217.4) |
2024 | 2023 | |||
| Income | Income | |||
| Equity | statement | Equity | statement | |
| Group | £m | £m | £m | £m |
US Dollar | (2.2) | (4.5) | (2.6) | (5.0) |
Other | (0.8) | (0.7) | 0.3 | (1.2) |
(3.0) | (5.2) | (2.3) | (6.2) |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
32. Financial instruments continued
| 2024 | 2023 | |
| £m | £m | |
| Fixed rate instruments | ||
Financial liabilities | (0.1) | (0.1) |
(0.1) | (0.1) | |
| Variable rate instruments | ||
Financial assets | 86.2 | 7 7.5 |
Financial liabilities | (155.5) | (217.7) |
(69.3) | (140.2) |
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Strategic ReportOverview Governance Financial Statements
32. Financial instruments continued
32.6. Fair values
continued
| 2024 | 2023 | |
| £m | £m | |
| Financial assets measured at fair value | ||
Forward foreign exchange contracts designated as cash flow hedges | – | 0.8 |
Interest rate swaps designated as cash flow hedges | 1.4 | 2.3 |
1.4 | 3.1 | |
| Financial liabilities measured at fair value | ||
Forward foreign exchange contracts designated as cash flow hedges | (0.9) | – |
Interest rate swaps designated as cash flow hedges | – | (0.2) |
(0.9) | (0.2) | |
0.5 | 2.9 |
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
32. Financial instruments continued
32.6. Fair values
continued
Amount | Fair value | |||||
| 2024 | 2023 | 2024 | 2023 | |||
Maturity | Fixed rate % | £m | £m | £m | £m | |
Sterling interest rate swaps | 29 October 2027 | 2.1%-3.1% | 23.0 | 50.0 | 1.1 | 2.3 |
| 21 November 2032 & | ||||||
| USD interest rate swaps | 16 January 2033 | 3.65%-3.70% | 21.5 | 26.9 | 0.3 | (0.2) |
| 2024 | 2023 | |
| £m | £m | |
| Non-current assets | ||
Interest rate swaps designated as cash flow hedges | 1.4 | – |
Total non-current derivative financial instrument assets within Other financial assets | 1.4 | – |
| Current assets | ||
Forward foreign exchange contracts designated as cash flow hedges | – | 0.8 |
Interest rate swaps designated as cash flow hedges | – | 2.3 |
Total current derivative financial instrument assets included within Trade and other receivables | – | 3.1 |
| Current liabilities | ||
Forward foreign exchange contracts designated as cash flow hedges | (0.9) | – |
Total non-current derivative financial instrument assets within Other financial liabilities | (0.9) | – |
Interest rate swaps designated as cash flow hedges | – | (0.2) |
Total current derivative financial instrument liabilities included within Trade and other payables | – | (0.2) |
0.5 | 2.9 |
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33. Disposal of businesses
During the year, the Group made the following disposals:
• On 8 July 2024, the Group disposed of its 100% shareholding in RMSpumptools Limited and its subsidiaries (RMS) from its Energy
Division to ChampionX Corporation for £82.8m cash consideration.
• On 6 September 2024, the Group disposed of its 100% shareholding in Martek Holdings Limited and its subsidiaries (Martek) from its
Maritime Transport Division to a regional fund managed by Foresight Group for £12.1m gross consideration: £10.6m was receivable on
the disposal date and £1.5m is receivable in two equal instalments in 2025 and 2026. The £1.5m receivable has been discounted to a
present value amount of £1.3m.
| RMS | Martek | |
| £m | £m | |
Goodwill | 8.3 | 7.7 |
Property, plant and equipment | 1.3 | 0.1 |
Right-of-use assets | 0.9 | – |
Inventories | 12.1 | 1.6 |
Trade and other receivables | 10.9 | 1.4 |
Cash and cash equivalents | 3.3 | 0.9 |
Trade and other payables | (8.6) | (1.5) |
Lease liabilities | (1.0) | – |
Taxation liabilities | (1.2) | (0.2) |
Net assets disposed | 26.0 | 10.0 |
Costs in relation to businesses sold | 8.0 | 1.2 |
Gain on disposal | 48.8 | 0.7 |
Consideration received | 82.8 | 11.9 |
| Cash flow from the disposal of businesses | ||
Cash received | 82.8 | 10.6 |
Cash and cash equivalents disposed of | (3.3) | (0.9) |
Costs in relation to businesses sold | (8.0) | (1.2) |
71.5 | 8.5 |
Cost in relation to businesses sold predominantly include legal and transaction fees. Of the £1.2m of costs incurred on the disposal of
Martek, £0.8m was recorded in the Consolidated income statement in 2024 with the remainder incurred in 2023. All costs were cash
settled in 2024.
On 6 March 2023, the Group announced that the entire share capital of James Fisher Nuclear Holdings Limited and related properties
(JFN) was sold to Myneration Limited, a wholly-owned investment vehicle of Rcapital Partners LLP for a consideration of £3. The Group
retained certain Parent Company guarantees which historically were given to support the obligations of JFN.
| £m | |
Consideration received | – |
Net liabilities disposed | (0.1) |
Costs in relation to businesses sold | (2.0) |
Loss on disposal | (2.1) |
| Cash flow from the disposal of businesses | |
Cash received | – |
Cash and cash equivalents disposed | – |
Costs in relation to businesses sold | (3.2) |
| (3.2) |
JFN was classified as a discontinued operation and details of the results and cash flows of this discontinued operation can be found
in Note 12.
Notes to the consolidated financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
34. Commitments and contingencies
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Strategic ReportOverview Governance Financial Statements
35. Related party transactions continued
| 2024 | 2023 | |
| £m | £m | |
Sales to related parties | 1.5 | 1.8 |
Purchases from related parties | (1.6) | (2.8) |
Interest received | 0.2 | 0.2 |
Dividends received | 2.3 | 1.2 |
| 2024 | 2023 | |
| £m | £m | |
Amounts owed to related parties | (1.0) | (0.4) |
Amounts owed by related parties | 2.1 | 2.6 |
Loans to related parties | 2.1 | 2.6 |
36. Post balance sheet events
The Group obtained credit approval for a £12.5m General Export Facility (GEF) in March 2025 (subject to finalising legal documentation),
comprising a £7.0m working capital facility and a £5.5m guarantee line for one year and five years respectively. The GEF is 80%
guaranteed by the UK Government Export Finance agency scheme (UKEF) and provided through one of our current lenders.
The new bank facility provides increased liquidity and bank guarantee capacity to support the growth trajectory of the Defence
Division.
Notes to the consolidated financial statements continued
200
James Fisher and Sons plc Annual Report and Accounts 2024
Company statement of financial position
at 31 December 2024
Notes
31 December
2024
£m
31 December
2023
1
£m
Non-current assets
Other intangible assets 0.4 –
Property, plant and equipment 4 1.1 1.0
Right-of-use assets 0.5 0.8
Investments in subsidiaries 5 377.3 268.7
Other investments 5 1.4 1.4
Other receivables 6 8.3 108.0
Other financial assets 7 1.1 –
Deferred tax assets 11 – 0.1
Retirement benefit surplus 12 9.1 7.4
399.2 387.4
Current assets
Trade and other receivables 6 10.6 14.2
Current tax receivable 3.7 –
Cash and cash equivalents 34.4 10.9
48.7 25.1
Current liabilities
Trade and other payables 8 (142.8) (33.9)
Current tax payable – (2.8)
Borrowings 9 (51.6) (14.3)
Other financial liabilities 7 (0.9) –
Provisions 10 (1.0) (8.4)
(196.3) (59.4)
Net current liabilities (147.6) (34.3)
Total assets less current liabilities 251.6 353.1
Non-current liabilities
Borrowings 9 (77.7) (167.4)
Provisions 10 (0.5) –
Deferred tax liabilities 11 (0.8) –
Retirement benefit obligations 12 (0.7) (0.5)
(79.7) (167.9)
Net assets 171.9 185.2
Equity
Share capital 13 12.6 12.6
Share premium 13 26.8 26.8
Treasury shares 13 (0.2) (0.5)
Hedging reserve 13 0.6 2.5
Retained earnings 132.1 143.8
Total equity 171.9 185.2
1 During the year, the Directors agreed to change the way that the consolidated statement of financial position is presented to provide the reader with supplemental data relating to the financial
condition of operations. As a result, £108.0m amounts owed by Group undertakings included within Investments and loans to subsidiaries. These have been reclassified in the current year
and presented within Other receivables. Additionally, £0.6m of current lease liabilities and £0.7m of non-current lease liabilities and £0.1m of non-current cumulative preference shares have
been reclassified to current borrowings and non-current borrowings respectively. There are no impacts to the overall Company statement of financial position as a result of these changes.
The Company’s loss for the year was £35. 4 m (2023: £106.5m). The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of Directors on 19 March 2025 and signed on its behalf by:
Karen Hayzen-Smith
Chief Financial Officer
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Strategic ReportOverview Governance Financial Statements
Share
capital
£m
Share
premium
£m
Treasury
shares
£m
Hedging
reserve
£m
Retained
earnings
£m
Total
shareholders’
equity
£m
At 1 January 2023 12.6 26.8 (0.6) 3.6 248.8 291.2
Loss for the year – – – – (106.5) (106.5)
Other comprehensive (expense)/income – – – (1.1) 0.7 (0.4)
Total comprehensive expense – – – (1.1) (105.8) (106.9)
Contributions by and distributions to owners:
Share-based payments – – – – 1.0 1.0
Sale of shares by Employee Share Ownership Trust – – 0.1 – (0.2) (0.1)
At 31 December 2023 12.6 26.8 (0.5) 2.5 143.8 185.2
Loss for the year – – – – (35.4) (35.4)
Other comprehensive expense – – – (1.9) – (1.9)
Total comprehensive expense – – – (1.9) (35.4) (37.3)
Contributions by and distributions to owners:
Capital contributions to subsidiaries – – – – 22.6 22.6
Share-based payments – – – – 1.8 1.8
Purchase of shares by
Employee Share Ownership Trust – – (0.3) – – (0.3)
Sale of shares by Employee Share Ownership Trust – – 0.6 – (0.7) (0.1)
At 31 December 2024 12.6 26.8 (0.2) 0.6 132.1 171.9
The accompanying notes form part of these financial statements.
Company statement of changes in equity
for the year ended 31 December 2024
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James Fisher and Sons plc Annual Report and Accounts 2024
1. General information
James Fisher and Sons plc (the Company) is incorporated and domiciled in the United Kingdom with Company number 00211475 .
The registered address of the Company is Fisher House, Michaelson Road, Barrow-In-Furness, Cumbria, LA14 1HR, United Kingdom.
2. Summary of material accounting policies
A summary of the material accounting policies is set out below. These have been applied consistently in the financial statements.
2.1. Statement of compliance and basis of preparation
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure
Framework (FRS 101) and with those parts of the Companies Act 2006 applicable to companies reporting under FRS 101. The financial
statements of the Company are included in the Group’s Consolidated financial statements which can be obtained from the Company’s
registered office. During the year, the Company has transitioned to FRS 101 from UK-adopted IFRS. No measurement and recognition
adjustments have been made as part of this transition.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
• Cash flow statement and related notes;
• Certain disclosures regarding leases;
• Comparative period reconciliations for share capital and tangible fixed assets;
• Disclosures in respect of transactions with wholly owned subsidiaries;
• Disclosures in respect of capital management;
• The effects of new but not yet effective IFRSs;
• Disclosures in respect of the compensation of key management personnel;
• Disclosures of transactions with a management entity that provides key management personnel services to the Company; and
• Disclosures required by IFRS 5 Non-current Assets Held for Sale and Discontinued Operations in respect of the cash flows of
discontinued operations.
As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101
available in respect of the following disclosures:
• IFRS 2 Share-Based Payments in respect of Group-settled share-based payments;
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of applying the Company’s accounting policies. The areas involving
a higher degree of judgement or complexity or areas where assumptions and estimates are significant to the financial statements
are disclosed in Note 3.
The Parent Company financial statements are prepared on a going concern basis as set out in Note 2 of the Consolidated financial
statements of James Fisher and Sons plc.
The Directors have taken advantage of the exemption available under section 408 of the Companies Act 2006 and not presented
an income statement or a statement of comprehensive income/(expense) for the Company alone.
The financial statements are presented in Pounds Sterling and all values are rounded to the nearest 0.1 million pounds (£0.1m) except
when otherwise indicated.
2.2. Investments in subsidiaries and joint ventures
Investments in subsidiaries and joint ventures are stated at cost less, where appropriate, provisions for impairment. The Company
tests the investment balances for impairment annually or when there are indicators of impairment. Refer to Note 5 for further details on
impairment testing.
Income is recognised from these investments when the right to receive the dividend is established.
Notes to the Company financial statements
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Strategic ReportOverview Governance Financial Statements
Notes to the Company financial statements continued
2. Summary of material accounting policies
continued
2.3. Foreign currencies
Transactions in foreign currencies are translated to the functional currency at the exchange rate on the date of the transaction.
At each balance sheet date, monetary assets and liabilities that are denominated in foreign currencies are retranslated to the functional
currency at the rates prevailing on the balance sheet date.
2.4. Financial assets
The Company measures its trade and other receivables and cash and cash equivalents at amortised cost. Subsequent to initial
recognition these assets are carried at amortised cost using the effective interest method. Income from these financial assets is
calculated on an effective yield basis and is recognised in the income statement.
The Company recognises an allowance for expected credit losses (ECL) for all debt instruments held at amortised cost. The ECLs are
based on the difference between the contractual cash flows due, and the cash flows expected to be received.
For trade receivables, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime
ECLs at each reporting date.
For receivables other than trade receivables, the Company recognises ECLs in two stages. For credit exposures for which there
has not been a significant increase in credit risk since initial recognition, a loss allowance is recognised based on 12-month ECLs.
For credit exposures for which there has been a significant increase in credit risk since initial recognition, a loss allowance is required
for lifetime ECLs.
2.5. Financial liabilities and equity instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.
2.6. Income taxes
Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted or substantively enacted
by the balance sheet date.
Deferred tax is provided using the balance sheet liability method, providing for temporary differences between the carrying amounts
of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based
on the tax rates that have been enacted or substantively enacted by the balance sheet date.
The tax expense is recognised in the Company income statement, except when it relates to items recognised directly in the
Company statement of changes in equity or the Company statement of comprehensive income/(loss), in which case the tax follows
the same treatment.
Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Deferred tax assets and liabilities are offset against each other when there is a legally enforceable right to set off current tax assets
against current tax liabilities and they relate to income taxes levied by the same taxation authority on either the same taxable entity
or different taxable entities which intend to settle current tax assets and liabilities on a net basis.
Pillar Two legislation has been enacted in the UK introducing a global minimum effective tax rate of 15%. The legislation implements
a domestic top-up tax, effective for accounting periods starting on or after 31 December 2023. The Company has applied the exception
under IAS 12 to recognising and disclosing information about deferred tax assets and liabilities related to top-up income taxes.
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James Fisher and Sons plc Annual Report and Accounts 2024
3. Significant accounting judgements, estimates and assumptions
In applying the Company’s accounting policies, which are described in Note 2, the Directors are required to make judgements (other
than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions
about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from
these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.
Critical accounting judgements
There are no critical judgements as defined in IAS 1 Presentation of Financial Statements that the Directors have made in the process of
applying the Company’s accounting policies.
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Strategic ReportOverview Governance Financial Statements
4. Property, plant and equipment
Property
£m
Plant and
equipment
£m
Total
£m
At 1 January 2024 2.4 4.1 6.5
Additions 0.3 0.1 0.4
Disposals (0.7) – (0.7)
At 31 December 2024 2.0 4.2 6.2
Depreciation:
At 1 January 2024 (1.9) (3.6) (5.5)
Charge for the year (0.1) (0.2) (0.3)
Disposals 0.7 – 0.7
At 31 December 2024 (1.3) (3.8) (5.1)
Net book value at 31 December 2024 0.7 0.4 1.1
Net book value at 1 January 2024 0.5 0.5 1.0
5. Investments
5.1. Other investments
Other investments with a net book value of £1.4m (2023: £1.4m) in the Statement of financial position is in unquoted entity shares,
held at fair value and subject to annual impairment review. It comprises a 17.2% (2023: 17.2%) interest in ordinary shares in SEML
De Co-operation Transmanche, an unlisted company incorporated in France, whose main activity is a port and ferry operator.
5.2. Subsidiary undertakings
Details of the Company’s subsidiary undertakings are set out on pages 214 to 216.
2024
£m
2023
£m
Cost
At 1 January 344.7 140.5
Additions 375.1 0.5
Loans converted to equity – 229.4
Disposals (342.5) (25.7)
At 31 December 37 7.3 344.7
Accumulated impairment losses
At 1 January 76.0 26.1
Recognised in the year 8.5 75.6
Disposals (84.5) (25.7)
At 31 December – 76.0
Carrying value 377.3 268.7
Notes to the Company financial statements continued
206
James Fisher and Sons plc Annual Report and Accounts 2024
5. Investments continued
5.2. Subsidiary undertakings
continued
Group restructure
In August 2024, the Group undertook a restructure to insert a newly incorporated holding company, James Fisher Holdings Limited
(Holdco) directly below the Company. The Company previously held investments directly in subsidiaries. As part of the restructure the
Company transferred its investment in those subsidiaries to HoldCo in a share for share exchange at their carrying value of £342.5m at
the date of the transfer.
During the year, the Company recognised investment additions of £22.6m in relation to historic contributions made to the Group’s
defined benefit pension schemes on behalf of its subsidiaries.
Additions
The addition of £375.1m, included £266.4m investments carried forward, £8.5m impairment (as described below) required pre-transfer,
£22.6m in relation to historical contributions made to the Group’s defined benefit pension schemes on behalf of its subsidiaries
recognised pre-transfer, £1.0m of capital contributions to subsidiaries in respect of share-based payments and £93.6m of loans
capitalised pre-transfer.
Impairment of investments in subsidiary undertakings
Investments in subsidiaries comprise equity investments (shares) stated at cost. An impairment is recognised if there are indicators that
the carrying value may not be recoverable.
Prior to the transfer of its investments in August 2024, based on the value-in-use calculations, an impairment loss of £8.5m (2023:
£75.6m) was recognised in respect of the Company’s investment in James Fisher (Aberdeen) Limited (JF Aberdeen). The impairment
resulted from the continuing volatility in the markets in which JF Aberdeen and its subsidiaries operate, particularly the de-
commissioning market which continued to be challenging. The assumptions around the timing and new contract win probability used
for the impairment assessment reflect this volatility and increased risk of project delays.
At the year end, a full impairment assessment was performed on the Company’s investment in Holdco in accordance with IAS 36. There
was significant headroom of c£77.0m and there were no reasonably possible changes in key assumption identified that resulted in an
impairment.
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6. Trade and other receivables
2024
£m
2023
£m
Amounts owed by Group undertakings 8.3 108.0
Non-current trade and other receivables 8.3 108.0
Trade receivables 0.1 0.1
Amounts owed by Group undertakings 7.3 4.5
Other non-trade receivables 1.2 8.9
Prepayments 2.0 0.7
Current trade and other receivables 10.6 14.2
Amounts receivable from Group undertakings are either interest bearing or non-interest bearing depending on the type and duration
of the receivable relationship.
Loans to Group undertakings
Loans are advanced to subsidiaries as permitted in the Company’s banking agreements. Each subsidiary loan has a formalised
agreement with clearly defined terms and is interest bearing, as determined by rates decided by Group Treasury which are
reviewed quarterly.
Loans receivable from subsidiaries are recorded initially at amortised cost and reduced by an allowance for expected credit losses
in accordance with IFRS 9. The assessment of credit risk and the estimation of expected credit loss is probability weighted and
incorporates all reasonable and supportable information, including forward-looking information relevant to the assessment, information
about past events and current conditions, and forecasts of economic conditions at the reporting date.
Management’s definition of default is where the forecast cash flows at the effective interest rate (EIR) have nil headroom or less and
therefore do not support the loan value.
For each immediate subsidiary subgroup loan an assessment has been made to determine what is the stage of the loan. If the credit
risk of the loan has not significantly increased and if the loan is not already in default, then a 12-month expected credit loss has been
calculated and hence estimates the probability of an event occurring in the next 12 months that would give rise to default (stage 1). If
the credit risk has significantly increased or the loan has already defaulted, an impairment at the lifetime expected credit loss has been
calculated.
A significant increase in credit risk is considered to be where headroom <10.0% of loan or deterioration in operating profit over last 12
months without a recovery plan.
Based on a management review there has been no significant increase in credit risk in the current year and an analysis of the expected
credit loss for the next 12-months has been applied using a discounted cash flow for the immediate subsidiary subgroup with which
the Company has a loan. The cash flows were discounted at the EIR for the loans, including loans payable/receivable and associated
interest, to entities outside of the immediate subsidiary subgroup.
In preparing the cash flows it is assumed that where the immediate subsidiary subgroup or entity has loans receivable, if these are
party to Group support, these would be recoverable and therefore have been included in in the cash flows. A provision is made when
the discounted cash flows result in a cash shortfall and no support expected to be received by the counterparty.
The assessment completed by management did not result in a expected credit loss being identified in the current or prior year
Notes to the Company financial statements continued
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James Fisher and Sons plc Annual Report and Accounts 2024
7. Other financial assets and liabilities
2024
£m
2023
£m
Non-current assets
Interest rate swaps designated as cash flow hedges 1.1 –
Other financial assets 1.1 –
Current liabilities
Forward foreign exchange contracts designated as cash flow hedges (0.8) –
Forward foreign exchange contracts and currency swaps at fair value through profit or loss (0.1) –
Other financial liabilities (0.9) –
8. Trade and other payables
2024
£m
2023
£m
Current liabilities
Trade payables 6.3 6.0
Amounts owed to Group undertakings 126.0 19.6
Taxation and social security 0.1 0.1
Other payables 3.6 2.5
Accruals 6.8 5.7
Trade and other payables 142.8 33.9
All amounts payable to Group undertakings are non-interest bearing, unsecured and repayable on demand.
9. Borrowings
2024
£m
2023
£m
Non-current liabilities
Bank loans 77.3 166.6
Lease liabilities 0.3 0.7
Cumulative preference shares 0.1 0.1
Borrowings 7 7.7 167.4
Current liabilities
Bank overdrafts 51.4 13.7
Lease liabilities 0.2 0.6
Borrowings 51.6 14.3
Refer to Note 26 of the Consolidated financial statements for further details on the details of the bank borrowings.
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Strategic ReportOverview Governance Financial Statements
10. Provisions
Cost of
material
litigation
£m
Other
£m
Total
£m
At 1 January 2023 – – –
Provided during the year 2.0 6.4 8.4
At 31 December 2023 2.0 6.4 8.4
Provided during the year – 1.2 1.2
Utilised during the year – (3.4) (3.4)
Re-classified to other payables – (3.0) (3.0)
Released during the year (1.7) – (1.7)
At 31 December 2024 0.3 1.2 1.5
2024
£m
2023
£m
Current 1.0 8.4
Non-current 0.5 –
1.5 8.4
Cost of material litigation consists of a provision associated with a historical joint venture. The Group successfully settled the matter
during the year at a favourable value, resulting in a £1.7m release. The agreed settlement of £0.3m is expected to be paid in the
following financial year.
Included within Other provisions in the prior year is £6.4m in relation to James Fisher Nuclear Limited Parent Company guarantees.
Following the sale of the entire issued share capital of James Fisher Nuclear Holdings Limited and related properties (JFN) on 6
March 2023, a limited number of performance guarantees covering an event of default by JFN in performing its contractual duties and
obligations remained with the Group. JFN subsequently entered administration on 9 August 2023. On 29 August 2024, this claim was
settled for £6.4m and £3.4m of the provision has been utilised, with the balance transferred to other payables.
11. Deferred tax
2024
£m
2023
£m
Non-current assets
Property, plant and equipment 0.1 0.1
Temporary differences - 1.4
Deferred tax asset 0.1 1.5
Non-current liabilities
Retirement benefits (0.8) (0.7)
Derivative financial instruments (0.1) (0.7)
Deferred tax liability (0.9) (1.4)
Net deferred tax (liability)/asset (0.8) 0.1
The gross movement on the deferred income tax account is as follows:
2024
£m
2023
£m
At 1 January 0.1 (0.8)
Charged to comprehensive income 0.4 (0.6)
(Charged)/credited to income statement (1.3) 1.5
At 31 December (0.8) 0.1
Notes to the Company financial statements continued
210
James Fisher and Sons plc Annual Report and Accounts 2024
12. Retirement benefit obligations
The Company defined benefit pension scheme obligations relate to the James Fisher and Sons plc Pension Fund for Shore Staff (Shore
staff), the Merchant Navy Officers Pension Fund (MNOPF) and the Merchant Navy Ratings Pension Fund (MNRPF) which are regulated
under UK pension legislation. The financial statements incorporate the latest full actuarial valuations of the schemes which have been
updated to 31 December 2024 by qualified actuaries using assumptions set out in the table below. These defined benefit schemes
expose the Company to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk. In addition,
by participating in certain multi-employer industry schemes, the Company can be exposed to a pro-rata share of the credit risk of other
participating employers. There are no plans to withdraw from the MNOPF or MNRPF schemes in the foreseeable future. The Company’s
obligations in respect of its pension schemes at 31 December 2024 were as follows:
2024
£m
2023
£m
Non-current assets
Shore staff 9.1 7.4
MNOPF – –
Retirement benefit surplus 9.1 7.4
Non-current liabilities
MNRPF (0.7) (0.5)
Retirement benefit obligations (0.7) (0.5)
Net retirement benefit surplus 8.4 6.9
Details of the above schemes including the actuarial assumptions and sensitivities can be found in Note 29 to the Consolidated
Financial Statements.
MNOPF
The share of the Company in the net retirement benefit obligation of the MNOPF is 1.48% (2023: 1.46%) which includes the liability
of other Group undertakings as it has agreed to recognise these liabilities. In 2024, the Directors commenced the legal process
to formally transfer these liabilities into the name of the Company. This process is expected to be concluded during H1 2025.
MNRPF
The share of the Company in the net retirement benefit obligation of the MNRPF is 1.63% (2023: 1.45%).
12.1. The assets and liabilities of the schemes
2024 2023
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Fair value of scheme assets* 51.2 12.2 4.4 67.8 54.0 29.7 4.0 87.7
Present value of scheme liabilities (42.1) (12.1) (5.1) (59.3) (46.6) (28.6) (4.5) (79.7)
Effect of asset ceiling – (0.1) – (0.1) – (1.1) – (1.1)
Net pension surplus/(obligation) 9.1 - (0.7) 8.4 7.4 – (0.5) 6.9
* Details of the Shore staff scheme’s assets can be found in Note 29 to the Consolidated financial statements.
12.2. Movements in the net defined benefit obligation
2024 2023
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
At 1 January 7.4 – (0.5) 6.9 5.5 (0.2) – 5.3
Change in Company share of liabilities – – (0.2) (0.2) – – – –
Expense recognised in the income
statement (0.1) – – (0.1) 0.1 (0.1) (0.7) (0.7)
Contributions paid to scheme 1.6 – 0.1 1.7 1.1 0.2 – 1.3
Re-measurement gains and losses 0.2 – (0.1) 0.1 0.7 0.1 0.2 1.0
At 31 December 9.1 – (0.7) 8.4 7.4 – (0.5) 6.9
211
Strategic ReportOverview Governance Financial Statements
12. Retirement benefit obligations continued
12.3. Changes in the present value of the net defined benefit obligation
2024 2023
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
At 1 January 46.6 28.6 4.5 79.7 46.8 30.6 6.6 84.0
Change in Company share of liabilities – (15.5) 0.9 (14.6) – – – –
Past service cost – – – – – – 0.7 0.7
Interest cost 2.0 0.6 0.3 2.9 2.2 1.4 0.3 3.9
Re-measurement loss/(gain):
Actuarial loss/(gain) arising from
scheme experience 0.2 0.2 0.6 1.0 0.7 (1.2) (2.8) (3.3)
Actuarial gain arising from changes in
demographic assumptions (0.1) – (0.1) (0.2) (0.3) (0.6) (0.1) (1.0)
Actuarial (gain)/loss arising from
changes in financial assumptions (3.2) (0.8) (0.4) (4.4) 0.6 0.6 0.1 1.3
Net benefits paid out (3.4) (1.0) (0.7) (5.1) (3.4) (2.2) (0.3) (5.9)
At 31 December 42.1 12.1 5.1 59.3 46.6 28.6 4.5 79.7
12.4. Changes in the effect of the asset ceiling
2024 2023
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
At 1 January – (1.1) – (1.1) – (2.6) (0.6) (3.2)
Change in Company share of liabilities – 0.6 – 0.6 – – – –
Interest – – – – – (0.1) – (0.1)
Change in adjustment in excess of
interest – 0.4 – 0.4 – 1.6 0.6 2.2
At 31 December – (0.1) – (0.1) – (1.1) – (1.1)
12.5. Changes in the fair value of the plan assets
2024 2023
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
Shore
staff
£m
MNOPF
£m
MNRPF
£m
Total
£m
At 1 January 54.0 29.7 4.0 87.7 52.3 33.0 7.2 92.5
Change in Company share of assets – (16.1) 0.9 (15.2) – – – –
Expenses (0.4) – (0.1) (0.5) (0.1) (0.1) – (0.2)
Return on scheme assets recorded in
interest 2.4 0.6 0.2 3.2 2.4 1.5 0.3 4.2
Re-measurement (gain)/loss:
Return on plan assets excluding
interest income (3.0) (1.0) – (4.0) 1.7 (2.7) (3.2) (4.2)
Contributions by employer 1.6 – 0.1 1.7 1.1 0.2 – 1.3
Net benefits paid out (3.4) (1.0) (0.7) (5.1) (3.4) (2.2) (0.3) (5.9)
At 31 December 51.2 12.2 4.4 67.8 54.0 29.7 4.0 87.7
Notes to the Company financial statements continued
212
James Fisher and Sons plc Annual Report and Accounts 2024
12. Retirement benefit obligations continued
12.6. History of experience gains and losses
Shore staff
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Fair value of scheme assets 51.2 54.0 52.3 65.8 62.9
Defined benefit obligation (42.1) (46.6) (46.8) (66.8) (71.7)
Surplus/(deficit) in scheme 9.1 7.4 5.5 (1.0) (8.8)
Re-measurement gain/(loss):
Return on plan assets excluding interest income (3.0) 1.7 (13.1) 3.7 5.7
Re-measurement (loss)/gain on scheme liabilities (3.2) 1.0 (18.1) (2.7) 14.7
MNOPF
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Fair value of scheme assets 12.1 29.7 33.0 48.6 49.7
Defined benefit obligation (12.0) (28.6) (30.6) (49.0) (50.3)
Asset ceiling (0.1) (1.1) (2.6) – –
Deficit in scheme - – (0.2) (0.4) (0.6)
MNRPF
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Fair value of scheme assets 4.4 4.0 7.2 10.4 10.6
Defined benefit obligation (5.1) (4.5) (6.6) (10.4) (10.7)
Asset ceiling – – (0.6) – –
Deficit in scheme (0.7) (0.5) – – (0.1)
12.7. Defined contribution schemes
During the year, the Company contributed £0.4m (2023: £0.4m) into defined contribution schemes.
13. Share capital and other reserves
Refer to Note 31 to the Consolidated financial statements.
14. Contingent liabilities
Refer to Note 34 to the Consolidated financial statements.
213
Strategic ReportOverview Governance Financial Statements
Subsidiaries and associated undertakings
Subsidiary undertakings
Name of company Address
Group
percentage
of equity
capital
Energy
Buchan Technical
Services Limited
Barrow-in-Furness
1
100%
Deep Sea Operation &
Maintenance Co. Ltd
Al Khobar City, PO Box
2716, Al Olaya, 34447,
Saudi Arabia
100%
EDS HV Group Limited Barrow-in-Furness
1
100%
EDS HV Management
Limited
Barrow-in-Furness
1
100%
Electricity Distribution
Services Limited
Barrow-in-Furness
1
100%
Hughes Marine
Engineering Limited
Barrow-in-Furness
1
100%
Hughes Sub Surface
Engineering Limited
Barrow-in-Furness
1
100%
James Fisher
(Guyana) Inc
Lot 62 Hadfield & Cross
Street, Werk-en-Rust,
Georgetown, Demerara,
Guyana
100%
James Fisher Asset
Information Services
Limited
Barrow-in-Furness
1
100%
James Fisher Japan
Limited
Nihonbashi 1-chome
Mitsui Building 7F, 1-4-1
Nihonbashi, chuo-ku,
Tokyo, Japan
100%
James Fisher Marine
Services Limited
Barrow-in-Furness
1
100%
James Fisher Marine
Services Limited –
Taiwan branch
Taiwan
14
100%
James Fisher Marine
Services Malaysia Ltd
Level 1, Lot 7, Block F,
Sanguking Commercial
Building Jalan Patau-
Patau, 87000 Labuan FT,
Malaysia
100%
James Fisher Marine
Services Middle East
Limited FZCO
PO Box 371072, Dubai,
United Arab Emirates
100%
James Fisher Marine
Services Limited
FZCO – Dubai branch
Office 9, Floor 2,
Mubarak Group Building,
Dubai Maritime City,
Dubai-UAE
100%
James Fisher
Maritime Deutschland
GmbH
Stadthausbrucke
8, 20355 Hamburg,
Germany
100%
Name of company Address
Group
percentage
of equity
capital
James Fisher MFE
Limited
Barrow-in-Furness
1
100%
James Fisher
Offshore Limited
Oldmeldrum
2
100%*
James Fisher
Offshore Malaysia
Sdn Bhd
Room A, Ground Floor,
Lot 7, Block F,
Saguking Commercial
Building Jalan Patau-
Patau, 87000 Labuan FT,
Malaysia
100%
James Fisher
Personnel S.A. de C.V.
Ciudad de Mexico, D.F.,
Mexico
13
100%
James Fisher
Renouvelables
3 rue de France
Comte, CS50311, Hauts
de Quimpcanpoix,
50103, Cherbourg-en-
Contentin, Cherbourg-
Octeville, France
100%
James Fisher Rumic
Limited
Barrow-in-Furness
1
100%*
James Fisher
Subsea Excavation
Incorporated
Suite No.715, 11767 Katy
Freeway, Houston, Texas,
77079, United States
100%
James Fisher Subsea
Excavation Mexico
S.A. de C.V.
Ciudad de Mexico, D.F.,
Mexico
13
100%
James Fisher Subsea
Excavation Pte
Limited
133 Cecil Street, #16-
01, Keck Seng Tower,
Singapore, 069535
100%
James Fisher Taiwan
Co., Ltd
Taiwan
14
100%
JCM Scotload Ltd Barrow-in-Furness
1
100%
JF Denmark –
Denmark branch
Jenny Kammersgaards,
Vei 5, 2.3 Horsens 8700,
Demark
100%
Namibia Subtech
Diving and Marine
(Proprietary) Limited
Unit 6, Gold Street
Business Park, Gold
Street, Prosperita,
Windhoek
100%
Rotos 360 Limited Barrow-in-Furness
1
100%
Scan Tech AS Stavanger
5
100%
Scan Tech Personell
AS
Stavanger
5
100%
Scan Tech Produkt
Personell AS
Stavanger
5
100%
214
James Fisher and Sons plc Annual Report and Accounts 2024
Name of company Address
Group
percentage
of equity
capital
Scantech Offshore
do Brasil Comercio E
Servicos Ltda
R 01 223, Lote 146
Quadra 02, Balneario das
Garcas, Rio das Ostras,
28.898-268, Brazil
100%
Scantech Offshore
Limited
Barrow-in-Furness
1
100%*
Scantech Offshore
Pty Ltd
Henderson, Australia
10
100%
Servicos Maritimos
Continental S.A.
Rio de Janeiro, Brazil
9
90%
Strainstall
International for
Project Engineering
LLC
Blg 3141, Street Anas Bin
Malik, 8292, Al Malqa
Dist. Riyadh, Saudi
Arabia
100%
Strainstall Malaysia
Sdn Bhd
Ground Floor, 8, Lorong
Universiti B, Section 16,
46200 Petaling Jaya
Selangor Darul Ehsan,
Malaysia
100%
Strainstall Singapore
Pte Ltd
25 North Bridge Road,
Level 7, Singapore,
179104
100%
Subsea Engenuity
Limited
Oldmeldrum
2
100%
Subtech (Pty) Ltd Briardene, South Africa
8
100%
Subtech (Pty) Ltd –
Mozambique branch
Rua da Educacao, No.38,
Matola, Mozambique
100%
Subtech Diving &
Marine Tanzania
Limited
The Slipway Road,
Msasani Peninsula,
Dar Es Salaam, United
Republic of Tanzania
100%
Subtech Marine (Pty)
Limited
PO Box 90757, Shop
48, Old Power Station
Complex, Armstrong
Street, Windhoek
70%
Subtech Marine R2S
Offshore LLC
Floor 1, Building 81,
Zone 36, Street 362, Al
Jazira Al Arabiya Street,
Al Messila Area, Doha,
Qatar
49%
Subtech Middle East
Saudi Company
Office 102, Al Jazira
Building, Al Khobar,
Saudi Arabia
100%
Subtech Norte Lda Rua de Se no 114,
Distrito Urbano 1, Bairro
Central, Maputo City,
Mozambique
100%
Name of company Address
Group
percentage
of equity
capital
Subtech Offshore
(GBL II)
Ocra (Mauritius)
Limited, Level 2, Max
City Building, Remy
Ollier Street, Port Louis,
Mauritius
100%
Maritime Transport
Cattedown Wharves
Limited
Barrow-in-Furness
1
100%
Fender Care Limited Barrow-in-Furness
1
100%
Fender Care Marine
(Asia Pacific) Pte Ltd
Singapore
6
100%
Fender Care Marine
(Gibraltar) Limited
28 Irish Town, Gibraltar 100%
Fender Care Marine
Ltd
Barrow-in-Furness
1
100%
Fender Care Marine
Ltd, Agencia Chile –
Chile branch
El Trovador 4280, Apt
1205, Las Condes,
Santiago, 253-389, Chile
100%
Fender Care Marine
Products (Asia
Pacific) Pte Limited
Singapore
6
100%
Fender Care Marine
Sohar LLC
Al Batinah Region, PO
Box 37, Sohar, 327
70%
Fendercare Australia
Pty Ltd
8D Sparks Road,
Henderson WA 6166,
Australia
100%
Fendercare Servicos
Marinhos do Brasil
Ltda
Avenida Feliciano Sodre
325, Centro, Niteroi, Rio
De Janeiro, CEP: 24030-
012, Brazil
100%
F.T.Everard Shipping
Limited
Barrow-in-Furness
1
100%
F.T.Everard & Sons
Limited
Barrow-in-Furness
1
100%*
James Fisher
(Crewing Services)
Limited
Barrow-in-Furness
1
100%*
James Fisher
(Shipping Services)
Limited
Barrow-in-Furness
1
100%*
James Fisher Crewing
(CY) Limited
115 Griva Digeni, Trident
Centre, Limassol, 3101,
Cyprus
100%
215
Strategic ReportOverview Governance Financial Statements
Defence
Cowan Manufacturing
Pty Limited
BDO Tax (WA) Pty Ltd,
‘BDO’, 38 Station Street,
Subiaco, WA6008,
Australia
100%
Divex Asia Pacific
Pty Ltd
Bibra Lake, Australia
12
100%
Divex FZE PO Box 261749, Jebel Ali
Free Zone, Dubai, United
Arab Emirates
100%
Divex Limited Westhill
3
100%
James Fisher
Defence Limited
Barrow-in-Furness
1
100%
James Fisher
Defence North
America Limited
Suite 808, 1220
North Market Street,
Wilmington DE 19801,
United States
100%
James Fisher
Singapore Pte Ltd
Singapore, 508929
11
100%
JFD Australia Pty Ltd c/o BDO, Mia Yellagonga,
Tower 22, Level 9, 5
Spring Street, Perth, WA,
6000
100%
JFD Limited Westhill
3
100%
JFD Or tega B.V. Vliegveldstraat 100,
B515, Technology Base,
Enschede, Netherlands
100%
JFD Singapore Pte
Ltd
Singapore, 50892911 100%
JFD South Africa (Pty)
Limited
c/o Mazars, Mazars
House, Rialto Road,
Grand Moorings
Precinct, Century City,
Cape Town, SA 7441,
South Africa
100%
JFD Sweden AB Rindovagen, Rindo
Vastra, 185 41 Vaxholm,
Sweden
100%
Maritime Engineers
Pty Ltd
Henderson, Australia
10
100%
Name of company Address
Group
percentage
of equity
capital
Holding Companies
Fender Care Marine
Solutions Limited
Barrow-in-Furness
1
100%
James Fisher
(Aberdeen) Limited
Barrow-in-Furness
1
100%*
James Fisher and
Sons Nigeria Limited
Lagos, Nigeria
15
99%*
James Fisher
Holdings Limited
Barrow-in-Furness¹
100%*
James Fisher
Holdings UK Limited
Barrow-in-Furness
1
100%*
James Fisher Hong
Kong Limited
Room 1001-2, Wilson
House, 19 Wyndham
Street, Central, Hong
Kong
100%
James Fisher
Properties Limited
Oldmeldrum
2
100%
James Fisher
Properties Two
Limited
Barrow-in-Furness
1
100%*
James Fisher
Servicos Empresariais
Ltda
Rua 01 No 223, Quadra
02, Lote 146-part,
Balneario das Garcas,
Brazil
100%
James Fisher Subtech
Group Limited
Barrow-in-Furness
1
100%
James Fisher
Tankships Holdings
Limited
Barrow-in-Furness
1
100%
James Fisher
USA Holdings
Incorporated
Corporation Trust Center,
120, Orange Street,
Wilmington, County of
New Castle DE 19801,
United States
JF Australia Holding
Pty Ltd
Bibra Lake, Australia
12
100%
JF Overseas Ghana
Limited
The Octogon Building,
7th Floor, Suite B701,
Accra Central, Accra,
Ghana
100%
JF Overseas Limited Barrow-in-Furness
1
100%*
JF Singapore
Holdings PTE Ltd
137 Telok Ayer Street,
#05-02, Singapore
068602
100%
Onesimus Dorey
(Shipowners) Ltd
St Peter Port
4
100%*
Name of company Address
Group
percentage
of equity
capital
James Fisher Everard
Limited
Barrow-in-Furness
1
100%
James Fisher
Maritime Limited
Karaiskaki, 13, 3032,
Limassol, Cyprus
100%
Scottish Navigation
Company Limited
Oldmeldrum
2
100%
Subsidiaries and associated undertakings continued
216
James Fisher and Sons plc Annual Report and Accounts 2024
Associated undertakings and significant holdings in undertakings other
than subsidiary undertakings
Name of company Address
Group
percentage
of equity
capital
Subtech Group
Holdings (Pty) Ltd
Briardene, South Africa
8
100%
Energy
Eurotestconsult
Limited
County Laois, Ireland
7
50%
Eurotestconsult UK
Limited
Barrow-in-Furness
1
50%
James Fisher Angola
UK Limited
Barrow-in-Furness
1
50%
Pleat MUD Coolers
AS
Stavanger
5
50.1%
Strainstall
Laboratories WLL
PO Box 2255,
Office No.70, Barwa
Commercial Avenue,
Doha, Qatar
49%**
Strainstall Middle
East LLC
PO Box 111007Jebel Ali
Industrial Area 1, Dubai,
United Arab Emirates
49%**
Strainstall Testing
Lab LLC
PO Box 62579, Abu
Dhabi, United Arab
Emirates
49%**
Subtech Offshore
Services Nigeria
Limited
Lagos, Nigeria
15
100%
Subtech South Africa
(Pty) Ltd
Briardene, South Africa
8
49%
Maritime Transport
FC Viking Sdn.Bhd Unit 30-01, Level 30,
Tower A, Vertical
Business Suite, Avenue
3, Bangsar South,
No.8 Jalan Kerinchi,
Kuala Lumpur, Wilayah
Perseketuan, 59200,
Kuala Lumpur
49%
Fender Care Marine
LLC
Fujairah Port, PO Box
5198, Fujairah, United
Arab Emirates
49%**
Fender Care Marine
SA (Pty) Ltd
Unit 4, Thembani
House, 41 Brand Road,
Glenwood, Durban, 4001,
South Africa
49%
Name of company Address
Group
percentage
of equity
capital
Fender Care Marine
Services LLC
G013, GH-1, Industrial
City of Abu Dhabi
(ICAD-1), Mussafeh, PO
Box 45628, Abu Dhabi,
United Arab Emirates
49%**
Fender Care Middle
East LLC
Plot 146/16, Emirates
Industrial City, Sajja
Industrial Area, PO Box
25896, Sharjah, United
Arab Emirates
49%**
Fender Care Omega
(Middle East) FZC
E-LOB Office No.
E-69G-20, PO Box
51602, Hamriyah Free
Zone – Sharjah, United
Arab Emirates
16
50%
Fendercare Marine
Ghana Limited
11 Aduemi Close, North
Kaneshie, Accra, Ghana
50%
Fendercare Marine
Omega India Private
Limited
JA 1104 – 1106, DLF
Tower – A, Jasole District
Centre, New Delhi,
11044, India
17
50%
James Fisher Ghana
Limited
HNO No.1, East Legon,
Telley, Tesa Link,
Otsokrikri Street, East
Legon, Accra, Ghana
49%
James Fisher Nigeria
Limited
Architects Place, 2 Idowu
Taylor Street, Victoria
Island, Lagos, Nigeria
100%
Defence
First Response
Marine Pte Ltd
16 Benoi Road, 629889,
Singapore
50%
James Fisher
Technologies LLC
5821 Langley Avenue,
Loveland, Colorado,
80538, USA
49%
JFD Domeyer GmbH Konsul-Smidt-Str. 15,
28217, Bremen, Germany
50%
JFDMIL Technologies
Private Limited
1517, Devika Tower, 6
Nehru Place, New Delhi,
South Delhi, India, 110019
49%
Wuhu Divex Diving
System Limited
No.58 Yongchang Road,
Jiujiang District, Wuhu
City, Anhui Province, PR
China
49%
1. Fisher House, Michaelson Road, Barrow-in-Furness, Cumbria, LA14 1HR.
2. North Meadows, Oldmeldrum, Aberdeenshire, AB51 0GQ.
3. JFD, Westhill Industrial Estate, Enterprise Drive, Westhill, Aberdeen, AB32 6TQ.
4. 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey, GY1.
5. Finnestadsvingen 23, 4029 Stavanger, Norway.
6. 39 Tuas West Avenue, Peck Tiong Choon Building, Singapore 638442.
7. Unit D, Zone 5, Clonminam Business Park, Portlaoise, County Laois, Ireland.
8. Unit 3, 11 Travertine Crescent, Briardene, Durban North, KwaZulu-Natal, 4051, South Africa.
9. Rua Tenente Celio, No.150, Bairro Granja Caveleiros, Macae, State of Rio de Janeiro,
27.930-120, Brazil.
10. 8A Sparks Road, Henderson, WA 6166, Australia.
11. 19 Loyang Lane, Singapore 508929.
12. 54 Bushland Ridge, Bibra Lake WA 6163, Australia.
13. Gabriel Mancera 1041 Del Valle, Benito Juarez, 03100, Ciudad de Mexico, D.F., Mexico.
14. 8F, No.367 Fuxing N.Rd, Songshan District, Taipei City, 105401, Taiwan.
15. Architects Place, 2 Idowu Taylor Street, Victoria Island, Lagos, Nigeria.
16. A sale of the 49% shareholding was agreed on 27 February 2025 but has not yet
completed.
17. A sale of the 49% shareholding was agreed on 28 February 2025 but has not yet
completed.
* Held by the Parent Company (all other subsidiaries are held by an intermediate
subsidiary).
** Consolidated as subsidiary undertakings.
217
Strategic ReportOverview Governance Financial Statements
Group financial record
for the five years ended 31 December
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Revenue
Energy 207.5 266.5 242.6 222.9 222.9
Defence 80.1 72.5 68.2 81.5 83.2
Maritime Transport 150.1 157.2 167.3 138.0 164.9
Continuing operations 437.7 496.2 478.1 442.4 471.0
Underlying operating profit
Energy 24.8 15.7 13.9 7.7 (1.8)
Defence 1.9 1.5 (0.3) 9.7 13.2
Maritime Transport 15.1 23.3 18.7 13.5 31.4
Corporate costs (12.3) (10.9) (5.9) (2.8) (2.8)
Continuing operations 29.5 29.6 26.4 28.1 40.0
Notes:
Revenue and underlying operating profit relating to divestments (Martek, RMSpumptools, Mimic, Prolec, Strainstall, Testing Services,
NDT) included above are:
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Energy 24.2 42.5 47.5 39.5 40.8
Maritime Transport 7.5 11.6 11.0 11.5 10.4
Revenue 31.7 54.1 58.5 51.0 51.2
Energy 6.8 11.3 8.6 6.2 4.4
Maritime Transport 0.7 1.4 1.7 1.8 2.2
Underlying operating profit 7.5 12.7 10.3 8.0 6.6
218
James Fisher and Sons plc Annual Report and Accounts 2024
Registered office
James Fisher and Sons plc
Incorporated in England under
Company no. 211475
james-fisher.com
Registrar
Link Group
Central Square
29 Wellington Street
Leeds LS1 4DL
Auditor
KPMG LLP
1 St Peters Square
Manchester M2 3AE
Brokers
Investec Bank (UK) Limited
30 Gresham Street
London EC2V 7QP
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Investor information
This publication is produced by Pureprint, a CarbonNeutral® company.
The paper is Carbon Balanced with The World Land Trust, an international conservation charity, who
offset carbon emissions through the purchase and preservation of high cons ervation value land.
Through protecting standing forests, under threat of clearance, carbon is locked in that would
otherwise be released. These protected forests are then able to continue absorbing carbon from the
atmosphere, referred to as REDD (Reduced Emissions from Deforestation and forest Degradation).
This is now recognised as one of the most cost-effective and swiftest ways to arrest the rise in
atmospheric CO
2
and global warming effects. Additional to the carbon benefits is the flora and fauna
this land preserves, including a number of species identified at risk of extinction on the IUCN Red List
of Threatened Species.
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219
Strategic ReportOverview Governance Financial Statements
James Fisher and Sons plc
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