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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 | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.00 | 0.36% | 275.00 | 270.00 | 280.00 | 5,201 | 16:35:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Water Transport Svcs, Nec | 152.91M | 4.6M | 0.1396 | 19.63 | 90.21M |
From Apr 2019 to Apr 2024
TIDMBMS
RNS Number : 5896B
Braemar Shipping Services PLC
07 June 2019
BRAEMAR SHIPPING SERVICES PLC
("Braemar", the "Company" or the "Group")
7 June 2019
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 2019 ("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 Wednesday 3 July 2019.
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.
Page references and note references below refer to page numbers and numbers of notes to the accounts in the 2019 Annual Report.
Legal Entity Identifier: 213800EV6IKTTHJ83C19
Principal risks and uncertainties
COMPREHENSIVE APPROACH TO 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 Directors have carried out a thorough assessment of the risks that the Group faces. The management and reporting of these risks enable the Audit Committee to review their nature and extent. 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
During the year the Group implemented a digital risk management framework solution. The principles of this system were fundamentally the same as the Group's existing risk management framework, but with the added advantage of acting as a central storage facility that allows for real- time updates and continuous monitoring of risks.
Our approach to risk management incorporates both bottom-up and topdown review of the identification, evaluation and management of risks. Within the risk management framework, initial responsibility for identifying, monitoring and updating risks is delegated to individuals in the divisional management teams. At Group level, key specialist personnel covering areas such as IT, HR, legal and finance consider risks to our strategic objectives which are not addressed in the divisions. The results of this risk framework form the basis of the risks identified on pages 35-37.
The Group takes various measures to mitigate risk; the key steps in the risk management process undertaken during the year include:
-- Maintaining appropriate insurance cover. -- The Group budget which is prepared annually and approved by the Board. -- Regular financial reforecasts prepared and approved by the Board.
-- Monitoring the performance of the Group and the individual businesses 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 Finance Director. Note that the Group does not enter into speculative treasury transactions.
-- Using common Group systems covering accounting, HR and operations supported by a global IT team.
-- Monitoring contractual risk by Group General Counsel. -- Succession planning and strategic recruitment supported by the Group HR team.
The Group's risk management framework uses a matrix approach to determine both the likelihood and the impact of identified risks. The matrix produces a score which is used 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) score of each individual risk.
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. By definition, unmitigated risks can be significant, but our control processes and management actions reduce the risk level.
The divisional management teams as well as Group management (which includes the Chief Executive, Finance Director and General Counsel) monitor risks regularly and considers the appetite and tolerance for them in the light of their potential impact on the Group.
Principal risks
Hot Features
Premium
Description of Summary of impact Mitigating control Assessed risk
risk and management level and change
actions
---------------------------------- --------------------------- -------------------------- ------------------
Macroeconomic A downturn in The Group's strategy Increased
changes the world economy of diversification
All of our businesses could result on a sector and
are subject to in reduced transaction geographic basis.
the volumes and lower Ongoing management
impact of macroeconomic revenue. of costs based
changes, Changes in shipping on current and
such as changes rates and/or reasonably foreseeable
in the crude changes in the market conditions.
oil price, demand or pricing Continued monitoring
restrictions of commodities to ensure
in global trade could affect that appropriately
or changes supply activity. structured teams
in supply and are located across
demand. all divisions
Divisions: S and geographies.
F L E
---------------------------------- --------------------------- -------------------------- ------------------
Financial liquidity All divisions Continued working No change
The Group requires have seen changes capital management
a significant in business and and monitoring
amount of working working capital across the Group.
capital. Certain requirements. Senior management
revenue streams Debt collection intervention
can have a long is critical across to
lead the Group. assist in recovery
time to convert All borrowing of problematic
to cash. Such facilities are debtors.
delays with Maintenance of
could cause liquidity one UK financial Group treasury
problems for institution, management controls
the Group. whilst to monitor cash
Divisions: S significant amounts positions worldwide
F L E of funds are and coordination
held of
outside the UK cash repatriations
in other institutions. to the Group.
Ongoing repatriation Continuing the
of funds to the consolidation
UK to enable of banking
the Group to relationships
operate and the implementation
within its banking of
covenants. global pooling
capabilities.
---------------------------------- --------------------------- -------------------------- ------------------
Management Business value Continue development Decreased
Capability and earnings of career path
Insufficient could be reduced and succession
senior management if key executives planning for
bandwidth (quality are not available all senior
and quantity) to manage management positions.
could lead to business opportunities. Continuation
poor execution of career path
of the and
Group's strategic succession planning
objectives or to ensure suitable
lost management structures
business opportunities. are maintained
Divisions: S across the Group.
F L E Maintain competitive
remuneration
packages, including
use of deferred
equity awards.
---------------------------------- --------------------------- -------------------------- ------------------
Corporate skillsets If key staff Continue development No change
Failure to attract leave the Group, of career path
and retain skilled they and succession
people could are likely to planning for
result in loss take "their" all staff.
of key client business Maintain competitive
relationships with them, resulting remuneration
or failure to in a loss to packages, including
cultivate new the Group. use of deferred
client relationships. If new staff equity awards.
Divisions: S are not attracted
F L E to the
Group, then rate
of growth may
be limited.
---------------------------------- --------------------------- -------------------------- ------------------
Financial capacity Without sufficient Ensure that all Increased
Inadequate financial financial resources divisional growth
capacity to the Group cannot opportunities
execute the Group's execute all of and strategies
strategic the growth opportunities are regularly
objectives. that may communicated
Divisions: S be available. to
F L E senior management.
Complete strategic
resource analysis
of all identified
growth opportunities
to ensure that
resources are
allocated to
opportunities
with the best
return.
---------------------------------- --------------------------- -------------------------- ------------------
Technological Relationships Continue to develop Increased
changes could be devalued and promote the
The threat of and Braemar corporate
technological replaced by disruptive brand and values.
change technology Continue to recruit
could render platforms, resulting and retain talented
aspects of our in increased and experienced
current competition and staff.
services obsolete. consequent Developing our
Divisions: S price reductions. own technological
E expertise and
strategy.
Seeking appropriate
acquisition
opportunities.
Engaging with
external consultants
to
assess market
developments.
---------------------------------- --------------------------- -------------------------- ------------------
Currency fluctuations The Group is Monitor foreign No change
A large proportion exposed to fluctuations exchange movements.
of the Group's in the value Implement the
revenue is generated of US dollars. Group's hedging
in US strategy
dollars while over a rolling
the cost base twelve-month
is period.
in multiple currencies.
Divisions: S
E
---------------------------------- --------------------------- -------------------------- ------------------
Remuneration Business value Continue to maintain No change
Implementation and earnings appropriate and
of inappropriate could competitive remuneration
incentive and be reduced. packages.
reward structures
could incentivise
negative behaviours,
such as short-termism,
or create
internal conflict.
Divisions: S
---------------------------------- --------------------------- -------------------------- ------------------
Communication Internal and Continue to develop No change
Poor communication external relationships and prioritise
within the could be damaged. cross-divisional
Group could impede Contract management communication
the execution and business and
of development opportunities business development
the Group's strategic could opportunities.
objectives. be damaged.
Divisions: S
F L E
---------------------------------- --------------------------- -------------------------- ------------------
Legal and Reputational Monitor and report No change
regulatory impact damage to the on legal and
Legal or regulatory Braemar regulatory compliance
breaches could brand at Group across
result in fines or divisional the Group.
and sanctions level. Train all staff
or, in the to be aware of
worst case, loss legal
of ability to and regulatory
operate. obligations.
Examples could Maintain adequate
include noncompliance levels of
with the Bribery insurance cover.
Act or
Modern Slavery
Act on inadvertently
dealing with
sanctioned individuals
or entities.
Divisions: S
F L E
---------------------------------- --------------------------- -------------------------- ------------------
Cyber crime Loss of service Implement robust Increased
Cyber crime could and associated security measures
result in disruption loss to prevent cyber
to the Group's of revenue. crime.
IT systems. Reputational Maintain archiving
Divisions: S damage. solutions so
F L E Potential for data
loss of cash lost in the event
due to of a breach can
fraud or phishing. be
recovered quickly
and efficiently.
Key information
retained in multiple
systems and locations.
S = Shipbroking, F = Financial, L = Logistics, E = Engineering
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:
2019 2018
--------- ----------------------------------- -----------------------------------
Group Recharges Dividends Balance Recharges Dividends Balance
to/(from) GBP'000 due from to/(from) GBP'000 due from
GBP'000 GBP'000 GBP'000 GBP'000
--------- ----------- ---------- ---------- ----------- ---------- ----------
London
Tanker
Broker
Panel 330 - - 325 - -
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 has 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 EUR0.6 million (2018: EUR0.8 million) and the amount charged to Risorto GmbH in the year was less than EUR0.1 million (2018: less than EUR0.1 million). The balance owing to Risorto GmbH as at 28 February 2019 was EURnil (2018: EUR0.7 million).
The Company has applied the disclosure exemption of FRS 101 in respect of transactions with wholly owned subsidiaries. The Company did not enter into any related party transactions aside from those with wholly owned subsidiaries.
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 52 to 56. Key management represents the Group Board of Directors of the Company.
2019 2018
GBP'000 GBP'000
------------------------------- -------- --------
Salaries, short-term employee
benefits and fees 672 862
Other pension costs 64 86
Share-based payments 33 -
One-off costs related to 759 -
board changes
------------------------------- -------- --------
1,528 948
Number of key employees 5 7
------------------------------- -------- --------
Retirement benefits are accruing to one (2018: one) member of key management 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
Nick Stone, Finance Director
Peter Mason, Company Secretary
Shore Capital
Robert Finlay / Antonio Bossi / Henry Willcocks Tel +44 (0) 20 7601 6100
Buchanan
Charles Ryland / Stephanie Watson / Matilda Abraham Tel +44 (0) 20 7466 5000
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 750 people in more than 60 locations (although this will fall by approximately 250 people and 30 locations following the disposal of the Technical business units) worldwide across its Shipbroking, Financial, Logistics and Engineering divisions.
Braemar joined the Official List of the London Stock Exchange in November 1997 and trades under the symbol BMS.
For more information, 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
MSCEAKKXEFANEFF
(END) Dow Jones Newswires
June 07, 2019 12:16 ET (16:16 GMT)
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