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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 : 5457T
Braemar Shipping Services PLC
20 July 2020
BRAEMAR SHIPPING SERVICES PLC
("Braemar", the "Company" or the "Group")
20 July 2020
Annual Report and Notice of General Meeting
Braemar Shipping Services Plc (LSE: BMS), a leading international provider of shipbroking, financial advisory, logistics and engineering services to the shipping and energy industries, today announces that it has published its Annual Report and Accounts for the year ended 29 February 2020 ("Annual Report"), together with the Notice of Annual General Meeting ("AGM").
The AGM will be held at the offices of the Company at One Strand, Trafalgar Square, London, WC2N 5HR at 2:00 p.m. on Wednesday 19(th) August 2020. Due to the ongoing COVID-19 pandemic and current government advice on non-essential travel and social distancing, the AGM will be a closed meeting and shareholders will not be permitted to attend.
Shareholders are encouraged to exercise their voting rights by appointing a proxy using the Form of Proxy provided with the AGM Notice and are strongly advised to appoint the chairman of the meeting as their proxy, as attendance by other proxies is unlikely to be possible.
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: https://data.fca.org.uk/#/nsm/nationalstoragemechanism . 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 Annual Report.
Legal Entity Identifier: 213800EV6IKTTHJ83C19
Principal risks and uncertainties
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
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 in order to achieve its long-term objectives. The Group's risk management framework and internal controls are continually monitored and reviewed by the Board and the Audit Committee. During the year, the Group created a new role of Group Head of Internal Audit and Group Risk and Compliance Manager to lead the Group's risk management, internal controls and compliance functions. The Group also conducted an extensive review of its risk, compliance and internal control framework, which has led to a number of policies, processes and procedures being updated and rolled out across the Group - a process that will continue in the coming year.
The Board is committed to maintaining a reputation for the highest standards of conduct in all aspects of its business, but in considering the other matters set out in Section 172 of the Companies Act 2006, the Directors were mindful that the approach must be balanced with the interests of the Group's employees and the need to foster the Group's business relationships. As such, the Group's policies and procedures are 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, but also to avoid a disproportionate administrative burden on employees, clients or counterparties.
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 the framework:
-- divisional management teams have initial responsibility for identifying, monitoring and updating business risks; and
-- key specialist personnel at Group level review areas such as IT, human resources, legal and finance in order to consider any risks that are not addressed at a divisional level.
The Group's risk management framework is managed via an online system that is accessible to Group and Division management teams globally. The system allows for:
-- Company-wide real-time updating;
-- ongoing monitoring of risks and mitigation activities at both Group and divisional levels; and
-- risk management reporting at office location, Division and Group levels.
The Group's risk management framework uses a matrix approach to assess 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 with related events and circumstances and reviewed to assess their potential impact on the Group's strategic objectives and the resources required to manage them effectively. The process also evaluates the timescale over which emerging risks may occur and requires consideration of how such risks can be best managed and mitigated. 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 monitoring actions reduce the risk level. The process helps rank the risks (factoring in their potential impact and likelihood, as well as the timescale in which they may occur), which are then further considered by the Risk Committee, the Audit Committee and the Board who also independently consider risks to produce the principal risks, which are set out on pages 28 to 30.
Risk mitigation
The Group takes various measures to mitigate risk. Key mitigation steps taken in our risk management process throughout the year included:
-- maintaining appropriate insurance cover; -- establishing Group budgets on an annual basis 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 any significant variances;
-- an internal system of checks and authorisations and independent audits which are conducted in relation to the ISO 9001:2000 certification held by the Logistics Division;
-- operating a Group-wide whistleblowing procedure;
-- regular reporting of treasury management activity to the Board by the Group Finance Director (noting that the Group does not enter speculative treasury transactions);
-- using common Group systems for accounting, human resources and operations activities, supported by a global IT team;
-- monitoring of contractual risks by the legal team; -- succession planning and strategic recruitment supported by the human resources team; and
-- enhancing and strengthening our Group governance framework, including reviewing and updating Group policies, procedures and process, where appropriate, and delivering training so that all employees are familiar with the requirements.
Principal risks
The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Company. The most significant risks to which the Board considers the Company is exposed are set out below. The impact of COVID-19 has increased the risk in a number of these categories, which are marked with an asterisk (*).
Hot Features
Premium
Mitigating control and
Summary of impact management actions
-------------- ----------------------------------------- -------------------------------------------------------
Geopolitical A downturn in the world The Group's diversification
and economy could result on a sector and geographic
macroeconomic in reduced transaction basis reduces dependency
Braemar's volumes and lower revenue. on individual business
businesses Changes in shipping rates areas.
may be and/or changes in the Continued monitoring
negatively demand or pricing of to ensure the Group is
impacted commodities could affect appropriately resourced
by supply activity. across its activities
geopolitical and geographies.
and/or Ongoing management of
macroeconomic costs based on current
issues, and reasonably foreseeable
such as market conditions.
climate
change,
changes in the
crude
oil price,
restrictions
in global
trade due to
pandemics such
as COVID-19,
sanctions and
changes
in supply and
demand.
-------------- -------------------------------------------------------
Change Impacted Rationale
from by COVID-19 Global
2019 * pandemic
Increased has imposed
some physical
restrictions
on trade and
is likely
to cause a
reduction
in global
GDP.
-------------- ---------- ------------- -------------- -------------------------------------------------------
Currency A change in exchange The Board monitors macroeconomic
fluctuations rates could result in issues to assess possible
The Group is a financial gain or loss. foreign exchange movements.
exposed Forward currency contracts
to foreign are entered into to mitigate
exchange risk the risk of adverse currency
as a result of movements.
a large
proportion of
its revenue
being
generated in
US
dollars while
the cost
base is in
multiple
currencies.
-------------- -------------------------------------------------------
Change
from
2019
Increased
-------------- ---------- ------------- -------------- -------------------------------------------------------
Financial Without sufficient financial All identified growth
capacity resources the Group cannot opportunities prioritised
Limited execute all of the growth to ensure that resources
financial opportunities that may are allocated to opportunities
capacity be available. with the best potential
could result return.
in the Group Regular review of debt
being unable levels and dividend policy.
to execute
all of its
strategic
objectives.
-------------- -------------------------------------------------------
Change Impacted Rationale
from by COVID-19 Ability to
2019 * raise funds
Increased may be reduced
in the short
term.
-------------- ---------- ------------- -------------- -------------------------------------------------------
Financial The Group could be cash Continued working capital
liquidity constrained, resulting management and monitoring
The Group in reduced investment, across the Group, with
could headcount, dividends, coordinated resolution
experience and not achieving its of any liquidity deficits.
liquidity strategic objectives. Continue the consolidation
problems as of banking relationships
a result of and the implementation
the extended of global pooling capabilities.
lead times Ensure operation of,
certain and compliance with,
revenue robust credit controls
streams across the Group, including
require to adherence to agreed payment
convert terms.
to cash.
-------------- -------------------------------------------------------
Change Impacted Rationale
from by COVID-19 Revenue may
2019 * be reduced,
Increased leading to
lower cash
balances.
Client
liquidity
may also be
constrained
and lead to
delays in
converting
invoices to
cash and an
increased
bad debt
charge.
-------------- ---------- ------------- -------------- -------------------------------------------------------
Failure to If key staff leave the Develop a culture of
attract and Group, they are likely engagement and professional
retain to take "their" business development, including
personnel with them, resulting career path and succession
Failure to in a loss to the Group. planning.
identify, If new staff are not Maintenance of competitive
attract and attracted to the Group, remuneration packages,
retain skilled then rate of growth may including use of deferred
personnel be limited. equity awards.
could result
in failure to
deliver
business
objectives and
to maintain
client
relationships.
-------------- -------------------------------------------------------
Change
from
2019
No change
-------------- ---------- ------------- -------------- -------------------------------------------------------
Disruptive Relationships could be Increased investment
technology devalued and replaced in business applications
The risk of by disruptive technology within the Shipbroking
technological platforms, resulting and Logistics Divisions.
change, and in increased competition Applications and reporting
increased and consequent price tools have been developed
customer reductions. internally.
demands for Increased investment
enhanced in data analytics.
technological Staff with technological
offerings, expertise retained/recruited.
could render External consultants
aspects of our used where appropriate.
current Ongoing monitoring of
services external developments.
obsolete, Investigating cooperation
potentially with technology partners.
resulting in
loss of
customers.
-------------- -------------------------------------------------------
Change
from
2019
Increased
-------------- ---------- ------------- -------------- -------------------------------------------------------
Cultural Business value and earnings Regular review of policies,
behaviours could be reduced. including the Employee
Inadequate Handbook, which set out
policies and behavioural expectations.
reward Annual review, with external
structures benchmarking, helps to
could ensure remuneration packages
incentivise continue to be appropriate
negative and competitive.
behaviours, Ongoing monitoring to
create ensure completion of
internal employee annual training
conflict, and plans, compliance with
could lead all relevant Group policies
to and completion of attestation
reputational requirements across the
damage. Group.
-------------- -------------------------------------------------------
Change
from
2019
No change
-------------- ---------- ------------- -------------- -------------------------------------------------------
Corporate The business may not Regular review of corporate
governance operate as effectively, governance framework,
and change resulting in lower returns. management structure,
management Internal and external succession planning and
Corporate relationships could be job mapping and responsibilities
governance damaged/missed. at Group and divisional
framework or Business development levels for continuous
management opportunities could be improvement and alignment
structure damaged. with best practice.
ineffective Creation and appointment
in introducing of new oversight roles
change, to enhance the effectiveness
managing our of the internal audit
business, and compliance processes
and achieving and changes within management
the Group's infrastructure to make
strategic career paths more transparent.
objectives.
-------------- -------------------------------------------------------
Change
from
2019
Increased
-------------- ---------- ------------- -------------- -------------------------------------------------------
Compliance Breaches could result Ongoing monitoring of
with laws in fines, sanctions and legal and regulatory
and loss of the ability to compliance across the
regulations operate. Group.
The Group is Group-wide training programme
exposed to help ensure employee
to the risk of understanding of all
breaches relevant legal and regulatory
of obligations.
requirements, Compliance with our policies,
such relevant laws and regulations
as those (and seeking specialist
included in advice on the requirements
the UK Bribery where appropriate).
Act, the Ongoing monitoring to
Proceeds of ensure insurance cover
Crime Act is maintained at adequate
("POCA") 2002 levels.
(UK Anti-Money
Laundering
regime), and
the General
Data
Protection
Regulation
("GDPR").
-------------- -------------------------------------------------------
Change
from
2019
No change
-------------- ---------- ------------- -------------- -------------------------------------------------------
Cybercrime and Loss of service and associated Robust security measures
data security loss of revenue. are in place to detect
Cybercrime Reputational damage. and protect against cybercrime,
could result Potential for loss of including:
in loss of cash due to fraud or * standardised best-in-class security solutions for
business phishing. firewalls, mail control, anti-virus, server
assets protection and access management.
or disruption
to the
Group's IT * continuous improvement of security solutions and
systems and processes to maintain security accreditations.
its business.
Lack of
appropriate
data
security could
result
in loss of
data.
-------------- -------------------------------------------------------
Change Impacted Rationale
from by COVID-19 Pandemic has
2019 * closed office
No change buildings.
Employees
required to
work remotely.
This new way
of working
could increase
exposure to
potential
cyber threats,
but has been
mitigated
by successful
transition
to home
working.
-------------- ---------- ------------- -------------- -------------------------------------------------------
Major business The business may be unable Regular monitoring of
disruption to operate as effectively systems and back-up arrangements
The risk of as usual, resulting in including business continuity
disruption financial loss. and disaster recovery
to our testing.
business due Multisite operations
to maintained including
a disaster or the facility for remote
unplanned working, which reduces
events dependency on individual
occurring. sites/personnel.
Appropriate insurance
maintained.
Continued investment
moving activity to the
cloud.
-------------- -------------------------------------------------------
Change Impacted Rationale
from by COVID-19 Pandemic has
2019 * closed office
No change buildings
with employees
working
remotely.
Successful
implementation
of home
working
gives more
confidence
in the
business
resilience.
-------------- ---------- ------------- -------------- -------------------------------------------------------
Responsibility statement of the directors in respect of the annual financial report
The directors hereby confirm that to the best of their knowledge:
-- the financial statements, prepared in accordance with IFRSs and Article 4 of the IAS Regulation, 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 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.
The directors confirm that they consider the annual report and accounts, 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:
2020 2019
---------------------------- ----------- ---------- --------------- ----------- ---------- ----------
Recharges Balance Recharges Balance
to/(from) Dividends due from to/(from) Dividends due from
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------------------------- ----------- ---------- --------------- ----------- ---------- ----------
London Tanker Broker Panel 310 - - 330 - -
AqualisBraemar 669 - 175 - - -
---------------------------- ----------- ---------- --------------- ----------- ---------- ----------
Recharges to AqualisBraemar consist primarily of rent, IT services and HR services in accordance with a transitional services agreement. Included in the net recharge to AqualisBraemar ASA is a fee payable to the Group's Executive Chairman of GBP15,000.
The balance due from AqualisBraemar is unsecured, interest free and immediately repayable.
All recharges to related parties are carried out on an arm's-length basis.
Key management compensation is disclosed in Note 4.
Risorto GmbH is controlled by the management of Braemar Naves Corporate Finance GmbH. The amount charged by Risorto GmbH in the year to the Group was EUR1.1 million (2019: EUR0.6 million) and the amount charged to Risorto GmbH in the year was less than EUR0.1 million (2019: less than EUR0.1 million). The balance owing to Risorto GmbH as at 29 February 2020 was EURnil (2019: EURnil).
The Company has applied the disclosure exemption of FRS 101 in respect of transactions with wholly owned subsidiaries. The amount charged to AqualisBraemar by the Company was GBP275,000 (2019: nil) and the balance due from AqualisBraemar to the Company at 29 February 2020 was GBP146,000 (2019: nil).
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 44 to 58. Key management represents the Board of the Company.
2020 2019
GBP'000 GBP'000
---------------------------------------- ---------- ----------
Salaries, short-term employee benefits
and fees 1,011 672
Other pension costs 51 64
Share-based payments - 33
One-off costs related to board
changes 468 759
---------------------------------------- ---------- ----------
1,530 1,528
---------------------------------------- ---------- ----------
Number of key employees 5 5
---------------------------------------- ---------- ----------
Retirement benefits are accruing to one (2019: one) member of key management in respect of a defined contribution pension scheme.
For further information, contact:
Braemar Shipping Services Plc Ron Series, Executive Chairman Tel +44 (0) 20 3142 4100 Nick Stone, Finance Director Peter Mason, Company Secretary finnCap Matt Goode/ James Thompson/ Kate Washington Tel +44 (0) 20 7220 0500 Buchanan Charles Ryland / Victoria Hayns / Stephanie Tel +44 (0) 20 7466 5000 Watson / Matilda Abraham
Notes to Editors:
About Braemar Shipping Services Plc
Braemar Shipping Services Plc is a leading international provider of shipbroking, financial advisory, logistics and engineering services principally to the shipping and energy industries. Founded in 1972, Braemar employs approximately 530 people in 28 offices 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, including our investor presentation, 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
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