Braemar PLC Notice of AGM (5108U)

TIDMBMS

RNS Number : 5108U

Braemar PLC

23 November 2023

23 November 2023

BRAEMAR PLC

(the "Company")

Notice of Reconvened Annual General Meeting

Braemar Plc (LSE: BMS), a leading provider of expert investment, chartering, and risk management advice to the shipping and energy markets, today announces that the Reconvened Annual General Meeting ("AGM") of Braemar Plc will be held at 10.00 a.m. on Monday, 18 December 2023 at the Company's offices at One Strand, Trafalgar Square, London, WC2N 5HR.

The Company held its AGM on Wednesday, 9 August 2023. During that AGM, only the resolutions that did not relate to the FY23 Annual Report and Accounts were voted on by shareholders. The remaining business, (namely resolutions 1 to 4 (inclusive) as set out in the Company's AGM Notice posted to shareholders on 17 July 2023) of the meeting was adjourned to a later date following the release of the FY23 results.

The Annual Report is available on the Company's website ( www.braemar.com ), and will shortly be submitted to, and available for inspection on, the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

Appendix

This appendix sets out the disclosures that the Company is required to make to comply with Disclosure and Transparency Rule (DTR) 6.3.5R, namely: the principal risks and uncertainties facing the Company; the directors' responsibility statement made in respect of certain sections of the Annual Report; and a statement regarding related party transactions. This information has been extracted from the Annual Report in unedited text and is not a substitute for reading the full Annual Report.

Page references and note references below refer to page numbers and numbers of notes to the accounts in the 2023 Annual Report and Accounts.

Legal Entity Identifier: 213800EV6IKTTHJ83C19

Principal Risks and Uncertainties

Risk Management

Effective risk management forms an integral part of how we operate. It is essential for delivering our strategic objectives as well as protecting our relationships and reputation.

The Group's Risk Management Framework

Risk awareness is a key element of Braemar's organisational culture at all levels and is key in managing risks to our business, helping to ensure the process of risk identification, assessment and response is embedded within daily operational and functional activities across the Group.

The board is responsible for managing the Group's risk, overseeing the internal control framework, and determining the nature and extent of the principal risks the Company is willing to take to achieve its long-term objectives. The Group's risk management and internal control frameworks are continually monitored and reviewed by the board and the Audit and Risk Committee, with support from the Risk Committee. The board is committed to maintaining the highest standards of conduct in all aspects of its business. Group policies and procedures have been designed to ensure that the level of risk to which the Group is exposed is consistent with the Group's risk appetite and aligned with the Group's long-term strategy.

Reporting to the Chair of the Audit and Risk Committee and administratively to the Group Chief Financial Officer, the Head of Internal Audit and Risk leads the Internal Audit and Risk Management function.

Risk Management Process

The Group's Risk Management approach or framework incorporates both bottom-up and top-down identification, evaluation, and management of risks. Within our framework:

-- Senior management have initial responsibility for identifying, monitoring, and updating business risks, while

-- Group IT, HR, Legal, Compliance and Finance management also assess their respective functions for operational and functional risks.

The Group's Risk Management framework is managed via an online system which is accessible to the senior management team and operational and functional management teams globally. The system's functionality has allowed for enhanced monitoring and reporting automation. The system allows for:

   --      Group-wide real-time updating, 
   --      Distribution and completion of periodic internal control self-assessment surveys, 

-- Ongoing monitoring of risks and mitigation activities at Group, Operational, and Functional levels, and

   --      Risk Management reporting at Group, Regional, and Company location levels. 

The Group's risk management framework considers both the likelihood and the impact of identified risks materialising. Risks are mitigated, where possible, by the implementation of control activities, which are evaluated as part of the risk-based internal audit plan to determine their effectiveness in mitigating or reducing risk to acceptable levels.

All identified risks are aggregated and reviewed to assess their impact on the Group's strategic objectives and the resources required to manage them effectively. Principal risks are aggregated together with associated issues or areas of uncertainty. The extent of controls and mitigation as well as the potential for a material effect on the market value of the Group are then assessed. Inherent risks can be significant, but our control processes and management actions reduce the risk level.

The risk management process evaluates the timescale over which new or emerging risks may occur. The risk management process also considers the potential impact and likelihood of risks, as well as the timescale in which risks may occur. The outcome of this process is then reviewed with further consideration and assessment provided by the Risk Committee, the Audit and Risk Committee, and the board.

Oversight and evaluation of the effectiveness of Braemar's risk management framework is led by the Group Chief Financial Officer, supported by the Risk Committee whose membership includes the Group Chief Operating Officer, Company Secretary, Head of Internal Audit and Risk, Head of Compliance, and representatives of other functions and locations of the business. The Risk Committee monitors risks regularly, taking into consideration the appetite, tolerance, and potential impact for specific risks on the Group.

Principal Risks

The principal risks which may impact the Group's ability to execute its strategic objectives have changed since 2022. Three risks previously disclosed as principal risks have been removed with two emerging risks added to the 2023 disclosure. The risks that follow, whilst not exhaustive, are those principal risks which we believe could have the greatest impact on our business and have been discussed at meetings of the board, the Risk Committee and the Audit and Risk Committee. The board reviews these risks in the knowledge that currently unknown, non-existent or immaterial risks could turn out to be significant in the future and confirms that a robust assessment has been performed. The Audit and Risk Committee review and approve the principal risks and any related mitigation plans.

Sanctions and trade restrictions (New principal risk)

Exacerbated by the ongoing conflict in Ukraine, the increased significance and prominence of sanctions and trade restrictions have been assessed as necessary to disclose separately as a principal risk in its own right.

Integration Risk (New principal risk)

As outlined in the 2022 Annual Accounts, Braemar's primary medium-term ambition is, through strategic hires and acquisitions, to increase the size of the business. This means that integrating and aligning new acquisitions is an area of increased focus of the operational and financial functions of the Group.

Other changes

Three principal risks disclosed in 2022 have been omitted from the current year's disclosure. Whilst the related risk has not been mitigated in its entirety, they no longer reflect the most significant risk to which the board considers the Group is exposed to. These risks are namely: 'Change Management', 'Financial capacity' and 'Major business disruption'.

Risk Mitigation

The Group takes various measures to mitigate risk. Key steps in our risk management process throughout the year included:

   --      Ongoing periodic review and updating of policies and procedures, including AML and KYC, to enhance/strengthen the Group's governance framework, with ongoing monitoring of employee compliance by the Head of Internal Audit & Risk and Head of Compliance. 

-- A system of internal checks and authorisations, complemented by independent assurance activities.

-- Usage of common finance, HR and operations systems across the Group supported by our IT team.

   --      Succession planning and strategic recruitment supported by the Group HR team. 
   --      Establishment of board-approved Group budgets with ongoing performance monitoring against budgets/reforecasts and investigation of significant variances. 

-- Regular reporting of Treasury management activity to the board by the Group Chief Financial Officer. (Note: the Group does not enter speculative treasury transactions.)

   --      Ongoing monitoring of contractual risk by the Group legal team. 
   --      Operation of the Group's whistleblowing procedure. 
   --      Maintenance of appropriate insurance cover 

Group Risk Governance

Principal Risks

The Directors have carried out an assessment of the principal and emerging risks facing the Company. The most significant risks to which the board considers the Group is exposed, based on the evaluation process described in the Group's Risk Management Framework are set out below.

 
 Risk                Summary of       Mitigating control and                                               Net risk change 
                     Impact            management actions 
 Sanctions and       Conducting                                                                                       NEW RISK 
 trade               business                   *    Enhanced KYC procedures performed and specialised 
 restrictions        with sanctioned                 legal team engage in constant monitoring of updates 
                     entities,                       to applicable sanction regimes and regulations. 
 Braemar operates    through 
 in                  sanctioned 
 a global            regions                    *    Technology solutions used to optimise the efficiency 
 landscape           and                             of sanction screening performed. 
 of trade and        facilitating 
 financial           transport of 
 sanctions with a    sanctioned                 *    External assurance providers performing internal 
 variety             goods will lead                 audit reviews over the sanctions process and 
 of associated       to                              providing recommendations which management intend to 
 compliance          non-compliance                  implement in the current financial year. 
 requirements.       with sanctioned 
                     regimes 
 This has been       resulting 
 assessed            in financial 
 as a new            penalties/fines 
 Principal           and 
 Risk for the 2023   reputational 
 financial           damage. 
 year. 
                     Note: 
                     Increased 
                     scrutiny 
                     from regulatory 
                     bodies and 
                     rising 
                     geopolitical 
                     and 
                     macroeconomic 
                     issues, 
                     including the 
                     continued 
                     Russia/Ukraine 
                     conflict, 
                     has increased 
                     the 
                     potential 
                     impact 
                     of risks 
                     associated 
                     with breaches 
                     of 
                     sanctions and 
                     trade 
                     restriction 
                     requirements. 
 Integration Risk    Inefficiencies                                                                                   NEW RISK 
                     and/or                     *    Performance of new business is monitored through 
 As outlined in      reduced                         regular dialogue with relevant business leaders. 
 the                 expected 
 2022 Financial      synergies 
 Year,               realised                   *    An integration strategy is monitored throughout the 
 Braemar's primary   after                           various stages of an acquisition. 
 medium-term         integrating 
 ambition is,        new 
 through             acquisitions               *    Compliance and legal mechanisms in place to ensure 
 strategic hires     into the Group                  the purchase meets any relevant regulatory 
 and                 and                             requirements and the target company aligns 
 acquisitions, to    aligning them                   appropriately with the relevant Group values. 
 increase            with 
 the size of the     the respective 
 business.           Group                      *    Prioritisation of identified growth opportunities to 
 Integrating and     strategies.                     ensure resources are appropriately allocated to 
 aligning                                            opportunities with the best potential return on 
 any new                                             investment. 
 acquisition 
 with the Group 
 poses 
 various 
 challenges 
 from an 
 operational 
 and financial 
 perspective. 
 
 This has been 
 assessed 
 as a new 
 Principal 
 Risk for 2023 
 financial 
 year. 
 Loss of key         Employee          Ongoing review of policies                                          UNCHANGED 
 personnel           relations          including Conflicts of Interest, 
 and weak            claims /           Code of Conduct, and the 
 organisational      litigation         Employee Handbook, to ensure 
 culture             / tribunals        behavioural expectations 
                     attributed         and employment practices 
 Braemar is a        to negative        for managers and employees 
 people-based        behaviours         are clearly defined. 
 business and        or actions,        Organisation structure changes 
 people              increases          included the creation of 
 are vital to its    the potential      associate director roles 
 success.            for                to identify key employees 
 Inadequate          reputational       and to better define progression 
 policies            damage             opportunities. 
 and reward          because of         Ongoing development of a 
 structures          negative           culture of engagement and 
 could incentivise   publicity in       professional development, 
 negative            the                including implementation 
 behaviours,         public domain.     of performance management 
 create              Loss of key        objectives, clearly defined 
 internal            staff              pathways for career progression, 
 conflict,           could result in    and succession planning 
 lead to             reduced revenue    at senior management levels. 
 reputational        if former staff    Annual review of compensation 
 damage, and         attempt to take    with external benchmarking 
 contribute          contacts and       helps to ensure remuneration 
 to failure in       business           packages continue to be 
 attracting          with them. The     appropriate and competitive. 
 and /or retaining   restrictive        Ongoing consideration of 
 skilled             covenants          roles potentially suitable 
 personnel.          included           for hybrid and flexible 
 Failure to adapt    in employment      working arrangements. 
 to,                 contracts 
 or align with,      help to 
 market              mitigate 
 expectations,       this risk. 
 including           Strategic 
 the offering of     growth 
 flexible            objectives may 
 or hybrid working   not 
 arrangements,       be achieved if 
 could result in     Braemar 
 the                 fails to 
 inability to        attract 
 attract             and retain 
 and retain          skilled 
 skilled             personnel. 
 personnel. 
 Lack of 
 appropriate 
 consideration of 
 environmental 
 and wider social 
 issues 
 could also 
 contribute 
 to the inability 
 to 
 attract and 
 retain 
 skilled 
 personnel. 
                    ================  ===================================================================  ==================== 
 Compliance with     Legal and                 Group-wide training program                                            INCREASED 
 laws                regulatory                 to help ensure employee 
 and regulations     breaches could             awareness of, and compliance 
                     result                     with, all relevant legal 
 Braemar generates   in fines,                  and regulatory obligations: 
 revenues            sanctions                   *    Braemar corporate governance framework; 
 from a global       being imposed 
 business            on 
 that exposes the    our business,               *    Braemar risk management methodology; 
 Group               and 
 to risks            the loss of 
 associated          Braemar's                   *    Compliance with our policies, including our AML/KYC 
 with legal and      ability to                       policies' (enhanced) customer due diligence 
 regulatory          continue                         requirements; 
 requirements in     operating. 
 multiple 
 jurisdictions.      Failure to meet             *    Compliance with relevant laws & regulations, 
                     all reporting                    including anti-bribery and corruption regulations. 
                     obligations 
                     could lead to 
                     reputational               Enhanced KYC procedures 
                     damage which               and ongoing monitoring of 
                     could                      compliance with governance 
                     then lead to               policies and legal / regulatory 
                     loss                       requirements across the 
                     of revenue and             Group. 
                     staff.                     Ongoing monitoring to ensure 
                                                insurance cover is maintained 
                                                at adequate levels. 
                    ================  ===================================================================  ==================== 
 Currency            A change in       The board sets the treasury                                         UNCHANGED 
 fluctuations        exchange           policy which details the 
                     rates could        level of exposure the board 
 The Group is        result             is comfortable with and 
 exposed             in a financial     the Group hedges to the 
 to foreign          gain               level stipulated in the 
 exchange            or loss.           treasury policy. Forward 
 risk because of a                      currency (US $) contracts 

 large                                  are entered into to mitigate 
 proportion of its                      the risk of adverse currency 
 revenue                                movements. 
 being generated 
 in 
 US dollars while 
 the 
 cost base is in 
 multiple 
 currencies. 
                    ================  ===================================================================  ==================== 
 Cybercrime/data     Loss of service   Globally, cyber-attacks 
 security            and associated     increased significantly                                              UNCHANGED 
                     loss               during and post the COVID 
 Cybercrime could    of revenue.        pandemic. To address the 
 result              Reputational       persistent threat, and to 
 in loss of          damage.            enhance security measures 
 business            Potential          already in place, Braemar 
 assets or           for loss of        has embarked on a global 
 disruption          cash               Cyber Security programme. 
 to the Group's IT   due to fraud or    This programme includes 
 systems             phishing.          the implementation of the 
 and its business.                      NIST Cyber Security Framework 
 Lack                                   and ISO 27001 as Braemar's 
 of appropriate                         controls catalogue. Our 
 data                                   Security Operations Centre 
 security could                         is fully operational with 
 result                                 24/7 monitoring and coverage. 
 in loss of data. 
                    ================  ===================================================================  ==================== 
 Disruptive          Relationships     Investment in technology                                            UNCHANGED 
 technology          could              through partnering with 
                     be devalued and    best-in-class providers, 
 Shipbroking is      replaced by        such as Zuma Labs, has effectively 
 still               disruptive         differentiated Braemar. 
 largely a           technology         Ongoing modernisation of 
 business            platforms,         our infrastructure to allow 
 that is             resulting in       for focus on innovation 
 transacted          increased          and strategic direction. 
 via personal        competition, 
 relationships       consequent 
 dependent on        price 
 quality             reductions, 
 service. Hence      and loss of 
 the                 revenue. 
 risk of 
 technological 
 change, 
 disintermediation 
 and increased 
 customer 
 demands for 
 enhanced 
 technological 
 offerings 
 could render 
 aspects 
 of our current 
 services 
 obsolete, 
 potentially 
 resulting in loss 
 of 
 customers. 
                    ================  ===================================================================  ==================== 
 Environment and     The Group's P&L   Investment in the offshore                                          UNCHANGED 
 Climate             and liquidity      renewables market and technology 
 Change              could              to allow the Group and its 
                     be negatively      clients to offset carbon 
 Seaborne            impacted           emissions. 
 transportation      if customers 
 is estimated to     are                Ongoing development of the 
 create              lost as a          EPSG strategy which allows 
 approximately 3%    result             the Group to monitor and 
 of                  of Braemar not     report on environmental 
 the worlds carbon   keeping            and climate-related risks. 
 emissions           pace with our 
 and there will be   peers 
 increased           and industry 
 pressure to         best-practice. 
 reduce 
 that in future      Non-compliance 
 years.              with 
 Failure to          regulations or 
 monitor             disclosure 
 and address the     requirements 
 risks               could 
 associated with     result in 
 that                fines or 
 reduction process   penalties. 
 could 
 result in loss of   Failure to 
 revenue             appropriately 
 for Braemar and     monitor and 
 its                 mitigate 
 customers and       these risks 
 counterparties      could 
                     lead to Braemar 
                     suffering 
                     serious 
                     reputational 
                     damage. 
                     Note: 
                     Management does 
                     not expect 
                     climate-related 
                     risks to have a 
                     material impact 
                     on the Group's 
                     short-term 
                     financial 
                     performance. 
                    ================  ===================================================================  ==================== 
 Geopolitical and    A downturn in     Diversification on a sector                                         INCREASED 
 macroeconomic       the                and geographic basis reduces 
                     world economy      dependency on individual 
 Braemar's           could              business areas. 
 business            affect 
 is reliant on       transaction        Ongoing monitoring to ensure 
 global              volumes,           the Group is appropriately 
 trade flows and     resulting          resourced across its activities 
 as                  in reduced         and geographies. 
 such may be         revenue.           Ongoing management of costs 
 negatively                             based on current and reasonably 
 impacted by         Changes in         foreseeable market conditions. 
 geopolitical        shipping 
 and/or              rates and/or       Enhanced KYC procedures 
 macroeconomic       changes            and ongoing monitoring of 
 issues, such as     in the demand      compliance with governance 
 changes             or                 policies, sanctions, and 
 in crude oil        pricing of         other legal / regulatory 
 price,              commodities        requirements across the 
 restrictions in     could affect       Group to help ensure laws 
 global              supply             and regulations are not 
 trade due to        activity.          breached. 
 pandemics 
 such as COVID,      Note:              Braemar's diverse service 
 sanctions,          The continued      offering, led by experts 
 and changes in      conflict           in their fields, means the 
 supply              between Russia     Group is in the best position 
 and demand.         and                to find new opportunities 
                     Ukraine and        in volatile market conditions 
                     related            and able to take advantage 
                     global             of market turnarounds. 
                     sanctions 
                     has increased 
                     the 
                     potential 
                     impact 
                     of risks 
                     associated 
                     with both 
                     geopolitical 
                     and/or 
                     macroeconomic 
                     issues and 
                     compliance 
                     with relevant 
                     laws 
                     and 
                     regulations. 
                    ================  ===================================================================  ==================== 
 

Directors' responsibilities pursuant to DTR4:

The directors confirm that to the best of their knowledge:

-- the Group Financial Statements have been 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 Group; and

-- the Annual Report includes a fair review of the development and performance of the business and the financial position of the Group and Company, together with a description of the principal risks and uncertainties that they face.

The directors confirm that they consider this Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for the Company's shareholders to assess the Group's position, performance, business model and strategy.

Related party transactions

During the period, the Group entered into the following transactions with joint ventures and investments:

 
                                    2023                                2022 
                     -----------------------------------  -------------------------------- 
                                                 Balance                           Balance 
                       Recharges                due(to)/   Recharges              due(to)/ 
                       to/(from)   Dividends        from   to/(from)  Dividends       from 
Group                    GBP'000     GBP'000     GBP'000     GBP'000    GBP'000    GBP'000 
-------------------  -----------  ----------  ----------  ----------  ---------  --------- 
AqualisBraemar LOC 
 ASA                         N/A         N/A         N/A         221          -        282 
 

AqualisBraemar LOC ASA

AqualisBraemar LOC ASA was a related party until the Group sold its significant shareholding in the entity and lost its representation on the board, on 19 May 2022. All transactions with Aqualis Braemar LOC ASA in the prior year have been included as related party transactions. Recharges to AqualisBraemar LOC ASA consisted primarily of rent, IT services and HR services in accordance with a transitional services agreement. In the prior year, the net recharge to AqualisBraemar LOC ASA included a fee payable to the Group's former Chairman, Ronald Series of GBP3,750.

The balance due from AqualisBraemar LOC ASA is unsecured, interest-free and immediately repayable.

Key management compensation is disclosed in Note 6 of the 2023 Annual Report and Accounts.

Transactions with wholly owned subsidiaries

Transactions with wholly owned subsidiaries Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this Note. A list of the Group's subsidiary undertakings is on pages 163 to 165. Unless otherwise indicated, all shareholdings owned directly or indirectly by the Company represent 100% of the issued share capital of the subsidiary and the share capital comprises ordinary shares. All entities primarily operate in their country of incorporation.

Key management compensation

The remuneration of key management is set out below. Further information about the remuneration of individual directors is provided in the Directors' Remuneration Report on pages 84 - 108. Key management represents the board of the Company.

 
                                         2023      2022 
                                          GBP'000   GBP'000 
---------------------------------------  --------  -------- 
Salaries, short-term employee benefits 
 and fees                                5,879     3,484 
Other pension costs                      52        41 
Share-based payments                     1,226     521 
Total                                    7,157     4,046 
---------------------------------------  --------  -------- 
 

Pension costs relate to contributions made to a defined contribution pension scheme on behalf of three (2022: three) members of key management.

ENDS

For further information, contact:

 
Braemar Plc 
James Gundy, Group Chief Executive Officer      Tel [phone] 
Grant Foley, Group Chief Financial Officer 
Rebecca-Joy Wekwete, Company Secretary 
 
 
Buchanan 
Charles Ryland / Stephanie Whitmore /           Tel [phone] 
 Jamie Hooper 
 
Investec Bank plc 
Gary Clarence / Harry Hargreaves / Alice        Tel [phone] 
 King 
 
Cavendish Securities PLC 
 Ben Jeynes / Matt Lewis (Corporate Finance)      Tel [phone] 
 Leif Powis /Dale Bellis/ Charlie Combe 
 (Sales & ECM) 
 
 

Notes to Editors:

About Braemar Plc

Braemar provides expert investment, chartering, and risk management advice that enable its clients to secure sustainable returns and mitigate risk in the volatile world of shipping and energy. Our experienced brokers work in tandem with specialist professionals to form teams tailored to our customers' needs, and provide an integrated service supported by a collaborative culture.

Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS.

For more information, including our investor presentation, visit www.Braemar.com and follow Braemar on LinkedIn .

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [e-mail] or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

NOAFLFSSLELVFIV

(END) Dow Jones Newswires

November 23, 2023 09:49 ET (14:49 GMT)