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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Barr (a.g.) Plc | LSE:BAG | London | Ordinary Share | GB00B6XZKY75 | ORD 4 1/6P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
-2.00 | -0.35% | 563.00 | 563.00 | 565.00 | 570.00 | 563.00 | 570.00 | 132,505 | 10:12:49 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Btld & Can Soft Drinks,water | 317.6M | 33.9M | 0.3046 | 18.68 | 633.23M |
TIDMBAG
RNS Number : 6305W
Barr(A.G.) PLC
28 April 2016
A.G. BARR p.l.c. (the "Company")
28 April 2016
Annual Report and Accounts and Notice of Annual General Meeting
Following the release on 29 March 2016 of the Company's financial results for the year ended 30 January 2016 (the "Final Results Announcement"), the Company announces it has today published its annual report and accounts for the year ended 30 January 2016 (the "Annual Report and Accounts").
The Annual Report and Accounts contains the notice convening the Company's one hundred and twelfth annual general meeting (the "AGM") (the "Notice of AGM"). The AGM will be held at the offices of KPMG LLP, 191 West George Street, Glasgow G2 2LJ on Wednesday, 1 June 2016 at 11.00 a.m.
A copy of the Annual Report and Accounts, which includes the Notice of AGM, is available to view on the Company's website: www.agbarr.co.uk
In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement.
The Final Results Announcement included a set of condensed financial statements and a fair view of the development and performance of the business and the position of the Company.
A copy of the Annual Report and Accounts, including the Notice of AGM, together with a copy of the proxy form in relation to the AGM will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm
Appendices
Where used in the following appendices, the term "Group" means the Company together with its subsidiaries.
Appendix A: Directors' responsibility statement
The following directors' responsibility statement is extracted from the Annual Report and Accounts (page 85):
Directors' statement pursuant to the Disclosure and Transparency Rules
Each of the directors, whose names and functions are set out on pages 46 to 47 of this report, confirm that, to the best of their knowledge:
-- the financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities and financial position of the Group and parent Company and of the consolidated profit;
-- the Annual Report and Accounts includes a fair review of the development and performance of the business and the position of the Group and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties faced by the Group; and
-- the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Appendix B: A description of the principal risks and uncertainties that the Company faces
The following description of the principal risks and uncertainties that the Company faces is extracted from the Annual Report and Accounts (pages 42 - 45):
Risk management approach
The Board is responsible for the Group's risk management and internal control systems and for reviewing their effectiveness, supported by the Audit Committee and the Risk Committee. A risk management framework is in place which sets out the ongoing processes for the identification, assessment and management of risks, and for their ongoing monitoring and review. The Board has defined its risk appetite in a number of key areas for the business - this sets out the relative level of risk that the Group is prepared to seek or accept in the pursuit of its strategic objectives. The aim is to ensure that the risks taken by the Group fall within its defined risk appetite.
Effective risk management is essential to enable us to achieve our operational and strategic objectives and deliver long-term value creation. During the reporting period we have continued to focus on embedding a culture of risk management throughout the organisation which will contribute towards successful strategy execution.
Robust risk assessment
The risk management framework sets out a systematic approach to risk management which is designed to identify risks to the business, regardless of source. Once identified, risks are assessed according to the likelihood and impact of the risk occurring and an appropriate risk response is determined in line with the Group's risk appetite. Risks are re-assessed based on the strength of the mitigating controls implemented. The implementation of risk mitigation plans is subject to ongoing monitoring and review. A risk scoring matrix is used to ensure that a consistent approach is taken across the business at both a corporate and functional level. This risk assessment and review process is documented in the appropriate risk register. The Group's risk register is reviewed quarterly by the Risk Committee and by the Board and the Audit Committee twice each year.
Risk control assurance
Internal audit work is undertaken by an independent organisation who develop an annual internal audit plan having reviewed the Group's risk register and following discussions with the external auditors, management and members of the Audit Committee.
During the year the Audit Committee has reviewed reports covering the internal audit work. This has included assessment of the general control environment, identification of any control weaknesses and quantification of any associated risk, together with a review of the status of mitigating actions. The Audit Committee has also received reports from management in relation to specific risk items together with reports from external auditors, who consider controls to the extent necessary to form an opinion as to the truth and fairness of the financial statements.
The Group's internal control and risk management systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable but not absolute assurance against material misstatement or loss.
The report of the Audit Committee can be found on page 58.
Principal risks and uncertainties
The Board has carried out a robust, systematic assessment of the principal risks facing the Group during the period, including those which would threaten its business model, future performance, solvency or liquidity. The principal risks as determined by the Board are listed in the table below, together with corresponding mitigating actions. This is not intended to be an exhaustive list of all risks and uncertainties that may arise.
Principal risks and uncertainties
Risks relating to the Group
Risk Impact Mitigating Actions ------------------------------ ------------------------------- ----------------------------------------- Changes in consumer Consumers may decide The Group offers a broad range preferences, perception to purchase and consume of branded products across a or purchasing behaviour alternative brands range of flavours, subcategories or and markets which offer choice spend less on soft to the end consumer. drinks. Changing consumer attitudes and behaviours are monitored on an ongoing basis and inform our brand plans and new product development. ============================== =============================== ========================================= Changing consumer Consumers may decide Externally, we are responding attitudes towards to purchase and consume as a soft drinks industry to sugar/government intervention alternative brands the increased focus of the media on sugar or spend less on soft and government on sugar through drinks. the British Soft Drinks Association. The Group offers a broad range of branded products, many of which are low sugar or sugar free. We continue to progress reformulation projects to reduce sugar levels in our products. Our new product development activity is focused on development of lower calorie products and our marketing programmes incorporate our lower calorie choices. ============================== =============================== ========================================= Adverse publicity Adverse publicity Our risk management process is in relation in relation to the designed to identify and monitor to the soft drinks soft drinks industry, events that may impact the Group industry, the Group the Group or its brands as a result of adverse publicity or its brands could have an adverse and to ensure that controls are impact on the Group's in place to manage these risks.
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reputation, consumer consumption patterns, We liaise with relevant industry sales and operating bodies who work with government profits. and policy makers. Nutritional information is shown on all of our products and we have signed up to the UK Government's front-of-pack nutritional labelling scheme. Processes are in place to ensure compliance with health and safety legislation and ethical working standards and these are regularly reviewed by the Board and management committee. Quality standards are well defined, implemented and monitored. A Corporate Social Responsibility Committee is in place, with a clearly defined and communicated Corporate Social Responsibility Policy. The Group maintains and develops ISO 9001 and 14001 systems and BRC standards which are subject to annual external audits, with any non-conformances addressed in a timely manner. ============================== =============================== ========================================= Failure to maintain Failure to maintain The Group offers a broad range customer relationships appropriate customer of brands that it manufactures or take account of relationships or a and distributes through a variety changing market dynamics reduction in the customer of trade channels and customers. base could have an Performance is monitored closely adverse impact on by the Board and management committee the Group's sales by trade channel and customer and operating profits. as appropriate. This includes monitoring of metrics which review brand equity strength, financial and operational performance. The Group focuses on delivering high quality products and invests heavily in building brand equity. We work closely in partnership with our customers on an ongoing basis. Members of the senior management team meet with key customers throughout the year. ============================== =============================== ========================================= Inability to protect Failure to protect The Group invests considerable the Group's intellectual the Group's intellectual effort in proactively protecting property rights property rights could its intellectual property rights, result in a loss of for example through trademark brand value. and design registrations and vigorous legal enforcement as and when required. ============================== =============================== ========================================= Failure of the Group's A catastrophic failure Assets within the Group are proactively operational infrastructure of the Group's major managed and maintained. Risk production or distribution assessments are carried out on facilities could lead a regular basis and appropriate to a sustained loss actions taken. Robust business in capacity or capability. continuity plans are in place and are regularly tested. ============================== =============================== ========================================= Loss of continuity The loss of continuity There is a robust supplier selection of supply of major of supply of major process in place. Supplier performance raw materials raw material ingredients is monitored on an ongoing basis and/or packaging materials and audits are undertaken for could impact our ability major suppliers. Multiple sources to manufacture, with of supply are sourced wherever an adverse impact possible. Commodity risks are on the Group's sales reviewed and managed by the procurement and operating profits. team and reviewed by the Treasury and Commodity Committee. Contingency measures are in place and are tested regularly. ============================== =============================== ========================================= Loss of product integrity A loss of product Appropriate risk assessments integrity in the manufacturing are carried out on a regular supply chain could basis and robust quality controls lead to a product and processes are in place to withdrawal or recall. maintain the high quality of our products. Product recall procedures are tested regularly. ============================== =============================== ========================================= Failure of critical A failure of critical IT assets within the Group are IT systems IT systems could result proactively managed and procedures in a loss of key systems, exist that support rapid and business interruption, clean recovery. Robust business lost sales or lost continuity plans and contingency production. measures are in place and are regularly tested. ============================== =============================== ========================================= Financial Risks The Group's activities Our underlying objective is to expose it to a variety secure budgeted exchange rates of financial risks and thereby reduce the volatility which include market through our cost of goods. Financial risk (including medium risks are reviewed and managed term movements in by the Treasury and Commodity exchange rates, interest Committee, which seeks to minimise rate risk and commodity adverse effects on the Group's price risk), credit financial performance through risk and liquidity hedging known currency exposures risk. throughout the year.
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The Group's finance team reviews cash flow forecasts throughout the year, with headroom against banking covenants assessed regularly. The finance team uses external tools to assess credit limits offered to customers, manages trade receivable balances vigilantly and takes prompt action on overdue accounts. The Group's financial control environment is subject to review by both internal and external audit. Internal audit's focus is to work with and challenge management to ensure an appropriate control environment is maintained. ============================== =============================== =========================================
Viability Statement
In accordance with provision C.2.2 of the UK Corporate Governance Code 2014, the directors have assessed the viability of the Company over a three year period to January 2019, taking account of the Group's current position and the Group's principal risks, as detailed in the Strategic Report. Based on this assessment, the directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three year period to January 2019.
In making this statement, the directors have considered the resilience of the Group in severe but plausible scenarios, taking account of its current position and prospects, the principal risks facing the business and how these are managed. This assessment has considered the potential impact of these risks on the Company's business model, future performance, solvency and liquidity over the three year period. The following three principal risks were selected for enhanced stress testing: changing consumer preferences, loss of product integrity and major raw material supply disruption. These are the principal risks assessed to have the highest probability of occurrence or the most severe impact; they were stress tested both individually and in combination, taking account of the Group's current position, the Group's experience of managing adverse conditions in the past and the mitigating actions available to the business. A reverse stress test was also performed, allowing the Board to assess scenarios and circumstances that would render its business model unviable and enabling the identification of potential business vulnerabilities and the development of appropriate mitigating actions.
The Board selected the period of three years as an appropriate period for the Company's viability statement for the following reasons:
-- The Company operates on a three year business cycle; and
-- Management currently use three year forecasts as part of the business planning process and capital investment cycle.
Appendix C: Related party transactions
The following related party transactions are extracted from the Annual Report and Accounts (pages 131 - 132):
Related party transactions
Transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated on consolidation. Details of transactions between the Company and related parties are as follows:
Sales of goods and Purchase of services goods and services ----------------------- -------------------- --------------------- 2016 2015 2016 2015 GBPm GBPm GBPm GBPm ----------------------- --------- --------- ---------- --------- Rubicon Drinks Limited 40.3 40.1 52.4 52.3 Funkin Limited 0.5 - - - Findlays Limited - - - 0.1 ======================= ========= ========= ========== =========
The amounts disclosed in the table below are the amounts owed to and due from subsidiary companies that are trading subsidiaries. The difference between the total of these balances and the amounts disclosed as amounts due by (note 20) and to subsidiary companies (note 22) are balances due by and due to dormant subsidiary companies.
Amounts due Amounts owed by related to related parties parties ----------------------- ------------------------- ------------- 2016 2015 2016 2015 GBPm GBPm GBPm GBPm ----------------------- ------------ ----------- ------ ----- Rubicon Drinks Limited - - 62.2 51.1 Funkin Limited 0.5 - - - Findlays Limited - - 2.9 3.0 ======================= ============ =========== ====== =====
Compensation of key management personnel
The remuneration of the executive directors and other members of key management (the management committee) during the year was as follows:
2016 2015 GBPm GBPm --------------------------------- ----- ----- Salaries and short term benefits 3.3 3.4 Pension and other costs 0.5 0.3 Share-based payments 0.1 - ================================= ===== ===== 3.9 3.7 ================================= ===== =====
The Directors' Remuneration Report can be found on pages 61 to 84.
Retirement benefit plans
The Group's retirement benefit plans are administered by an independent third party service provider. During the year the service provider charged the Group GBP0.3m (2015: GBP0.5m) for administration services in respect of the retirement benefit plans. At the year end GBPnil (2015: GBPnil) was outstanding to the service provider on behalf of the retirement benefit plans.
END.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACSSEMSWAFMSEIL
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