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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Braemar Plc | LSE:BMS | London | Ordinary Share | GB0000600931 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 275.00 | 273.00 | 280.00 | 12,184 | 08:00:02 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Water Transport Svcs, Nec | 152.91M | 4.6M | 0.1396 | 19.70 | 90.54M |
From Apr 2019 to Apr 2024
TIDMBMS
RNS Number : 2549P
Braemar Shipping Services PLC
24 May 2018
24 May 2018
BRAEMAR SHIPPING SERVICES PLC
("Braemar", the "Company" or the "Group")
Annual Report and Notice of General Meeting
Braemar Shipping Services plc (LSE: BMS), a leading international provider of broking, financial, consultancy, technical and logistics services to the shipping, marine, energy, offshore and insurance industries, today announces that it has published its Annual Report and Accounts for the year ended 28 February 2018 ("Annual Report"), together with the Notice of Annual General Meeting ("AGM").
The AGM will be held at the offices of Buchanan Communications, 107 Cheapside, London EC2V 6DN at 2 pm on Friday 22 June 2018.
The Annual Report and AGM Notice will be available on the Company's website (www.braemar.com) and, together with the Form of Proxy for the AGM, will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/nsm. Copies of these documents have also been posted today to those of the Company's shareholders that have elected to continue to receive hard copies.
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.
Principal risks and uncertainties
DEVELOPING OUR APPROACH TO RISK MANAGEMENT
Effective management of risk is essential for delivering our strategic objectives. As such, risk management is built into our day-to-day activities and forms an integral part of how we operate. The approach developed for the assessment, management and reporting of risks enables the Audit Committee to review the nature and extent of the identified risks that the Group faces. The risk monitoring process has been in place throughout the year and up to the date of approval of the Annual Report.
Risk Management Process
Our approach to risk management incorporates both bottom-up and top-down review of the identification, evaluation and management of risks. Initial responsibility for the identification and management of risk (including monitoring and updating) is delegated to the divisional management teams within the Shipbroking, Technical, Logistics and Financial divisions. During the year, we engaged PwC to run a series of workshops with various management teams to review all aspects of risk identification, identify variances in risk perception, link risk to Group strategy and reconsider the Group risk register. The results of this exercise form the basis of the risks identified on pages 35-37.
In addition, key specialist personnel covering areas such as IT, HR, Legal and Finance consider risks to our strategic objectives which are not addressed within the business units and develop appropriate approaches to managing and mitigating these. The Group takes measures to mitigate risk, including maintaining appropriate insurance cover.
Key steps included in the risk management process undertaken during the year include
-- The Group budget which is prepared annually and approved by the Board. -- Regular financial reforecasts are prepared and approved by the Board.
-- Monitoring the performance of the Group and the individual operating units against budget and reforecasts throughout the year including investigation of significant variances.
-- An internal system of checks and authorisations and independent audits which are conducted in relation to the ISO 9001:2000 certification held in the Logistics and Technical divisions.
-- Operation of the Group's whistleblowing procedure.
-- Treasury management activity which is regularly reported to the Board by the Group Finance Director. Note that the Group does not enter into speculative treasury transactions.
-- Using common group systems covering accounting, HR and operations supported by an international IT team.
-- Monitoring contractual risk by Group General Counsel. -- Succession planning and strategic recruitment support by Group HR team.
By their nature, event-based risks will vary in likelihood and impact. "Heat maps" are used as a method to evaluate collectively the extent of all risks within a similar categorisation or certain profile and to illustrate the effectiveness of our mitigation of a single risk by capturing the gross and current (net of mitigation controls) position of each individual risk.
All risks identified are then aggregated and reviewed to assess their impact on Group business model and strategy and the resources required to ensure they are managed effectively. The divisional management boards and the Corporate Risk Team, which includes the Chief Executive and Group Finance Director, monitor these risks regularly and considers its appetite and tolerance for them in the light of their potential impact on the Group.
Principal risks are aggregated, together with associated issues or areas of uncertainty, the extent of control/mitigation and potential for material effect on the market value of the Group, then assessed. By definition, unmitigated risks can be significant but the risk levels fall after taking account of our control processes and management actions.
Hot Features
Premium
Principal risks
----------------------------------- ----------------------- ------------------------- ---------
Risk Description of Summary of impact Mitigating Control Assessed
rank risk and Management Risk
actions level
& change
----- ---------------------------- ----------------------- ------------------------- ---------
1 Macroeconomic changes A downturn in The Group's Critical
(Divisions: S,T,F,L) the world economy strategy of
All our businesses could result in diversification
are subject to reduced activity on a sector
the Impact of macroeconomic and lower revenue. and geographic
changes, such as Changes in shipping basis
changes in the rates and/or changes Ongoing management
crude oil price, in the demand of cost base
restrictions in or pricing or based on current
global trade or commodities would and reasonably
access to capital affect supply foreseeable
for shipping activity. activity. market conditions
Continued monitoring
to ensure that
appropriately
structured
teams are located
across all
divisions and
geographies
Implement restructuring
programmes
as required
----- ---------------------------- ----------------------- ------------------------- ---------
2 Financial liquidity All divisions Continued working Moderate
(Divisions: S,T,F) have seen changes capital management
Significant amounts in business and and monitoring
are utilised for working capital across the
Group working capital. requirements Group.
Certain sections All borrowing Senior management
of working capital facilities are intervention
can have a long with one UK financial to assist in
lead time to convert institution whilst recovery of
to cash. Such delays significant amount problematic
could cause liquidity of funds held debtors
problems for the outside UK in Maintenance
Group. other institutions of a Group
On-going repatriation aide treasury
of funds to the management
UK to enable the to monitor
Group to operate cash positions
within its banking worldwide and
covenants co-ordination
cash repatriations
to the Group
Continuing
the consolidation
of banking
relationships
and the Implementation
of the global
pooling capabilities.
----- ---------------------------- ----------------------- ------------------------- ---------
3 Management bandwidth Business value Continuation Moderate
(Divisions: S,T,L,F) and earnings could of career path
Insufficient senior be reduced if and succession
management bandwidth key executives planning to
(quality and quantity) are not available ensure suitable
which can lead to manage business management
to lost opportunities opportunities. structures
to pursue and/or are maintained
execute business across the
opportunities. Group.
----- ---------------------------- ----------------------- ------------------------- ---------
4 Corporate skill If key staff leave Continue development Moderate
sets (Divisions: the Group, they of career path
S,T,F) are likely to and succession
Failure to attract take "their" business planning for
and retain skilled with them resulting all key staff.
people leading in a loss to the Maintain competitive
to loss of key Group. remuneration
client relationships If new staff are packages, including
or failure to cultivate not attracted use of deferred
new client relationships to the Group, equity awards.
then rate of growth
may be limited.
----- ---------------------------- ----------------------- ------------------------- ---------
5 Financial capacity Group may not Ensure that Moderate
(Divisions: S,T,F) have sufficient all divisional
Inadequate financial financial resources growth opportunities
capacity to execute to execute all and strategies
Group growth and growth opportunities are regularly
development plans. identified and reported to
available to it. the Board.
The Board completes
a strategic
resource analysis
of all growth
opportunities
to ensure that
intended resources
are allocated
to growth opportunities
with the best
return.
----- ---------------------------- ----------------------- ------------------------- ---------
Principal risks
----------------------------------- ----------------------------- ------------------------ ---------
Risk Description of Summary of impact Mitigating Control Assessed
rank risk and Management Risk
actions level
& Change
----- ---------------------------- ----------------------------- ------------------------ ---------
6 Technological changes The value of "relationships" Continued development Moderate
(Divisions: S,T) could be devalued and promotion
The threat of technological and replaced by of the Braemar
change rendering disruptive technology corporate brand
aspects of our platforms resulting and values
current service in increased competition Continuing
offering obsolete. and consequent to recruit
price reductions. and retain
talented and
experienced
staff
Developing
own technological
expertise and
strategy
Seeking appropriate
acquisition
opportunities
Engagement
of external
consultants
to assess market
developments
----- ---------------------------- ----------------------------- ------------------------ ---------
7 Currency fluctuations The Group remains Foreign exchange Moderate
(Divisions: S,T) exposed to US$ movements are
The majority of fluctuation monitored and
Group revenues short and medium
are generated in term hedging
US$ whilst the structures
cost base is in are put in
multiple currencies. place over
a rolling twelve-month
period.
----- ---------------------------- ----------------------------- ------------------------ ---------
8 Incentive and cost Business value Continue to Moderate
structures (Divisions: and earnings could maintain appropriate
S) be reduced. and competitive
Implementation remuneration
of inappropriate packages
incentive and reward
structures that
could incentivise
negative behaviour
such as internal
conflict or short
termism
----- ---------------------------- ----------------------------- ------------------------ ---------
9 Internal and external This could impact Continue to Moderate
communications internal and external develop and
(Divisions: S,T,F,L) relationships, prioritise
Poor communication damage contract cross divisional
between divisions management, impair communication
or business units business development and business
could mean that and result in development
overall Group return lost business opportunities
and earnings are opportunities.
not maximised.
----- ---------------------------- ----------------------------- ------------------------ ---------
10 Legal and regulatory The Braemar brand Maintain current Moderate
impact (Divisions: could be damaged training programme
S,T,F) and business lost. to ensure all
Legal or regulatory This error/mistake staff are fully
breach by the Group could be at a aware of business
resulting in fines local level but obligations
and sanctions and impact the whole Continuing
ultimately loss Group management
of ability to operate. and reporting
Examples could Maintain adequate
include non-compliance levels of insurance
with the Bribery cover.
Act or Modern Slavery
Act on inadvertently
dealing with sanctioned
individuals or
entities.
----- ---------------------------- ----------------------------- ------------------------ ---------
11 Cyber crime (Divisions: Loss of service Maintain current Moderate
S,T,L,F) and associated archiving solutions
Cyber crime resulting loss of revenue so lost data
in a denial of Reputational damage can be recovered
service or where Potential for quickly and
unauthorised access loss due to fraud. efficiently
to Braemar's systems Key information
leads to a potential retained in
loss of revenue multiple systems
and locations
----- ---------------------------- ----------------------------- ------------------------ ---------
S = Shipbroking; T = Technical; L = Logistics; F = Financial
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; and
-- the strategic report and directors' report includes a fair review of the development and performance of the business and the position of the issuer 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 understandable and provides the information necessary for shareholders to assess the group's position and performance, business model and strategy.
Related party transactions
During the period the Group entered into the following transactions with joint ventures and investments:
2018 2017
---------------------------- ------------------------------- -------------------------------
Balance Balance
Recharges due Recharges due
to/(from) Dividends from to/(from) Dividends from
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- ---------- --------- -------- ---------- --------- --------
London Tanker Brokers Panel 325 - - 395 - -
---------------------------- ---------- --------- -------- ---------- --------- --------
All recharges to related parties are carried out on an arm's-length basis.
Key management compensation is disclosed in Note 4.
Following the acquisition of NAVES Corporate Finance GmbH in the year, the Group have an additional related party, Risorto GmbH, which is controlled by its management. The amount charged by Risorto GmbH in the year to the Group was EUR0.8 million and the amount charged to Risorto GmbH in the year was less than EUR0.1 million. The balance owing to Risorto GmbH as at 28 February 2018 was EUR0.7 million.
During the year the Company entered into the following transactions with subsidiaries and joint ventures:
2018 2017
-------------------------------- --------------------------------- ---------------------------------
Loans/ Balance Loans/ Balance
recharges due recharges due
to/(from) Dividends from/(to) to/(from) Dividends from/(to)
Company GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
-------------------------------- ---------- --------- ---------- ---------- --------- ----------
Braemar Shipbrokers Limited - - (589) - - (589)
Braemar ACM Shipbroking Limited (3,027) - (9,296) - - (6,269)
Braemar Technical Services
(Engineering) Limited (415) - 389 450 - 804
Braemar Technical Services
Holdings Limited (1,053) 884 (169) (797) 797 -
Braemar Technical Services
(Adjusting) Limited 315 - 69 315 - 468
Braemar Technical Services
Limited (399) - 2,965 (367) - 2,896
Cory Brothers Shipping Agency
Limited (4,412) - (6,476) (2,067) - (2,064)
Braemar Response Limited 533 - 995 462 - 462
Cagnoil Limited - - 39 - - 39
Braemar ACM Shipbroking Pte
Limited 3,272 - - 431 - (3,272)
Braemar Technical Services
Offshore Pte Limited 41 - 24 1,145 4,572 65
Braemar ACM Group Limited (4,863) 3,468 1,553 (13,102) 14,368 2,948
Braemar ACM Valuations Limited (339) - - 339 - 339
Braemar Holdings (USA) Inc - - 1,298 1,298 - 1,298
Portabella Limited - - (525) - - (525)
Braemar NAVES Corporate Finance
GmbH 208 - 208 - - -
Braemar NAVES Corporate Finance
Limited 23 - 23 - - -
-------------------------------- ---------- --------- ---------- ---------- --------- ----------
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 47 and 56. Key management represents the Group Board of Directors of the Company.
2018 2017
GBP'000 GBP'000
------------------------------------------- -------- --------
Salaries, short-term employee benefits and
fees 862 844
Other pension costs 86 86
Share-based payments - 8
------------------------------------------- -------- --------
948 938
------------------------------------------- -------- --------
Number of key employees 7 6
------------------------------------------- -------- --------
Retirement benefits are accruing to one member of key management (2017: one) in respect of a defined contribution pension scheme.
For further information, contact:
Braemar Shipping Services
plc
James Kidwell, Chief Executive Tel +44 (0) 20 3142
4100
Louise Evans, Finance Director Tel +44 (0) 20 3142
4100
Peter Mason, Company Secretary Tel +44 (0) 20 3142
4100
Stockdale Securities
Robert Finlay / Antonio Tel +44 (0) 20 7601
Bossi / Henry Willcocks 6100
Buchanan
Charles Ryland / Stephanie Tel +44 (0) 20 7466
Watson / Tilly Abraham 5000
Notes to Editors:
About Braemar Shipping Services plc
Braemar Shipping Services plc is a leading international provider of knowledge and skill-based services to the shipping, marine, energy, offshore and insurance industries. Founded in 1972, Braemar employs approximately 800 people in more than 70 locations worldwide across its Shipbroking, Technical, Logistics and Financial divisions.
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 presentations, visit www.braemar.com.
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 rns@lseg.com or visit www.rns.com.
END
MSCEAKSLAFFPEFF
(END) Dow Jones Newswires
May 24, 2018 12:15 ET (16:15 GMT)
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