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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Cape | LSE:CIU | London | Ordinary Share | JE00B5SJJD95 | ORD 25P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 263.125 | 262.00 | 264.25 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMCIU
RNS Number : 6925U
Cape plc
08 April 2016
Cape plc
8 April 2016
8 April 2016
Cape plc ('Cape' or the 'Company')
Annual Financial Report
Cape announces that its Annual Financial Report for the year ended 31 December 2015 (the "2015 Annual Report"), the Notice of Annual General Meeting ("Notice of AGM"), form of proxy ("Form of Proxy") and a letter requesting the sending of documents and information by electronic means ("Electronic Documents and Information Letter") have today been mailed to Ordinary Shareholders and the Scheme Shareholder (as defined in the Company's Articles of Association).
Pursuant to Listing Rule 9.6.1, the 2015 Annual Report, Notice of AGM, Form of Proxy and Electronic Documents and Information Letter have been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do and can also be viewed on the Company's website at www.capeplc.com.
AGM Location
The Company's AGM will be held at 11.00am (BST) on Wednesday, 11 May 2016 at the offices of Cape at Drayton Hall, Church Road, West Drayton, Middlesex UB7 7PS, United Kingdom.
Additional Information
In accordance with Disclosure and Transparency Rule 6.3.5(2)(b), additional information is set out in the appendices to this announcement. This information is extracted in full unedited text from the Annual Report. References to page numbers are the respective page numbers in the Annual Report. This information is not a substitute for reading the full Annual Report.
Cape plc
Richard Allan
Company Secretary
Appendices:
Appendix 1: Directors' Responsibility Statement
The following directors' responsibility statement is extracted from the 2015 Annual Report (page 81).
Directors' responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable laws and regulations. The directors are also responsible for the preparation of the directors' remuneration report, which they have chosen to prepare, being under no obligation to do so under Jersey law. The directors are also responsible for the preparation of the directors' governance report under the Listing Rules.
Jersey company law requires the directors to prepare financial statements for each financial period in accordance with generally accepted accounting principles prescribed for the purposes of the law. Pursuant to that law, the directors have prepared the consolidated financial statements and the parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union.
The financial statements are required by law to give a true and fair view of the state of affairs of the Company at the period's end and also the profit or loss of the Company for the period then ended. In preparing those financial statements, the directors should:
- select suitable accounting policies and then apply them consistently; - make judgements and estimates that are reasonable;
- state that the financial statements comply with IFRSs as adopted by the European Union, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on the 'going concern' basis unless it is inappropriate to presume that the Company will continue in business, in which case there should be supporting assumptions or qualifications as necessary.
The directors are responsible for keeping proper accounting records which are sufficient to show and explain the Company's transactions and as such to disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the law. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement under the Disclosure and Transparency Rules
Each of the current directors, whose names and functions are listed on page 54 confirms that, to the best of his/her knowledge:
- the consolidated financial statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and the undertakings included in the consolidation taken as a whole; and
- the directors' governance report (including the corporate governance report and the Audit Committee report) on pages 52 to 81 and the regional and Chief Financial Officer's reviews on pages 30 to 39 include 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 that they face as set out in the risks and uncertainties review on pages 18 to 25.
Directors' statement under the Corporate Governance Code
The strategic report and this directors' governance report (including the remuneration report) were reviewed and approved by the Board on 15 March 2016. The Board confirms that, taken as a whole, these reports represent a fair, balanced and understandable report on the Group's performance, business model and strategy.
By order of the Board
Michael Speakman
Chief Financial Officer
15 March 2016
Appendix 2: Principal Risks & Uncertainties
The following description of the principal risks and uncertainties that the Company faces is extracted from the 2015 Annual Report (pages 18 to 25).
Cape recognises that in a complex operational environment, it is essential that we actively manage our risks and opportunities to allow us to deliver the Group's strategic objectives. Our risk management procedures allow the Group to identify, assess and manage risk to an acceptable level whilst in pursuit of our strategic objectives.
How we manage risk
Following Cape's values in everything we do
Whilst Cape is focussed on seeking opportunities and delivering our objectives, we are passionate that we will do this by working in line with our values. We firmly believe that adopting responsible behaviour
at every level and in every aspect of the business is key to our success and is our first line of defence in risk management. Our values, visible adherence to our values and the reinforcement of them has created a strong culture of risk awareness within the business.
For more information go to page 41
Operations are accountable and maintain an effective risk framework
Our employees work across many different geographies and provide a wide range of services, carrying a range of risk types. Our employees take accountability for effectively managing risks, using the Group's thorough system of policies and procedures to do so. Internal control procedures are maintained on a day-to-day basis, risk registers are in place and training needs are assessed, to ensure the appropriate knowledge and skills are everywhere that they are needed.
Our independent risk management and compliance functions determine appropriate frameworks for managing risk Independent functions determine the appropriate frameworks, set standards for managing risk, provide oversight for specific risk areas and ensure standards are implemented by process owners consistently across Cape. Independent functions such as health and safety, finance, legal, commercial and Operational Excellence operate as centres of quality and collaborate with process owners on controls to mitigate identified risks.
Internal audit provides independent challenge
Our internal audit department reviews financial controls and risk management procedures throughout Cape, identifying risks, issues and opportunities for improvement and then reporting to the executive management and Audit Committee on these matters including updates on progress made against open items.
The Board and Executive Management are our final line of defence
The Board and Executive Management are actively engaged in assessing strategic risk and providing oversight. The Audit Committee formally reviews the results of the risk management process twice a year and reviews internal audit assurance work throughout the year. We are looking to strengthen this by formalising executive management's role in risk management. We have commenced this in 2015 with further development planned for 2016.
For more information go to page 61
Our risk monitoring process
Analysing risks
- Risks are evaluated to establish potential financial and non-financial impacts, the likelihood of occurrence and the root cause. A bottom-up risk assessment is undertaken by all business units every six months which results in a prioritised register of risks. A top-down assessment of operational and strategic risk is undertaken by the Board and Executive Committee at least annually. The two processes are compared for profile and gaps and are factored into Cape's final risk analysis.
Risk mitigation
- We review the nature, adequacy and appropriateness of our current controls to mitigate these risks. If new, different or additional risks are identified or if additional controls are required, these are developed and appropriate responsibilities to discharge are assigned. Acquisition and other investment-related risks are identified and assessed before key investment decisions are made.
Reporting and monitoring
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- Risks are monitored throughout the year by the executive management and summarised to the Board. Emerging risks are identified, reported and reviewed on an ongoing basis, with particular focus on capturing emerging risk and monitoring all changing risk during monthly business reviews. Management is responsible for monitoring weakness in controls and progress of actions taken by business units to mitigate the key risks; this is supported through the Group's internal audit programme. The results of the risk management process are reported to the Audit Committee every six months.
For more information go to page 61 to 64
Risk appetite
The Group's risk appetite drives strong commercial risk controls, high standard of health, safety and environmental compliance and financial management that collectively allow growth whilst limiting the Group's risk exposure to an acceptable level. The level of risk is considered appropriate for Cape to accept in achieving our strategic objectives and is determined in accordance with the Board's strategic reviews and risk assessments during the year.
2015 assessment of principal risks
The risk assessment exercise is undertaken by each region and Group function to conduct a formal review of risk that could impact the Group. The assessment includes the perceived level of risk and likelihood of occurrence, both before and after mitigating controls.
The impact of risks are quantified across a range of factors including: financial, health and safety, environmental, enforcement and reputational. The Executive Committee separately discussed the Group's principal risks in December 2015 to form a top-down assessment and oversight from a Group-wide view. The Board performed a top-down review in August 2015 and again in January 2016 and subsequently reviewed and challenged both bottom-up and top-down assessments to arrive at the agreed principal risks. Subsequent to the risk management process, the Board identified eleven principal risks which are set out in the table below:
[Please see table set out on page 19 of the 2015 Annual Report.]
A Global political, security G Investment and asset and economic conditions integrity B Key client and market H Compliance and business dependency conduct risk C Health, safety and I Industrial Disease environmental risks Claims - provision adequacy risks on existing scope of liability provision D Recruitment and retention J Industrial Disease of key executives and Claims (IDC) - skilled employees widening of the scope and liability E Contract acceptance K Taxation risk F Operational and project performance risk Principal risks and viability Risk Risk description Link to Mitigation Change More information strategy in risk during 2015 ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- A. Global There -- Geographic -- A diverse [Please Corporate political, is a potential expansion portfolio see page and social security impact -- Balanced reduces 21 of responsibility and economic on the business exposure the 2015 section conditions Group -- Operational to each Annual (security) from political, excellence specific Report] page 43 security location. Our markets and -- Monitor page 8 economic travel conditions by Cape globally. employees We operate and restrict across travel the globe to countries and deemed therefore unsafe may be or too exposed high risk. to adverse -- Dedicated situations Group with potential Head of risk to Security our people, in place. property -- Regular and business security operations. and risk Examples assessments of such and monitoring. risks -- Contingency would plans be geo-political and exit events, strategy sanctions, in place. terrorist -- Monitor events, any changes disease in sanctions outbreaks by legal or environmental counsel. hazards. -- Senior Deterioration management in commodity presence prices in all affecting regions. customer -- Insurance capital policies and operational taken expenditure as appropriate. is a key -- Wide risk. range Although of geographies we operate and sectors over a provide number diverse of sectors, revenue we are streams. at risk -- Reviews of of Group's declining forecast revenue and market streams, trends contract are completed renegotiation quarterly and incurring along costs with the not supported Group's by revenue strategic during annual economic planning downturns. process to ensure impacts from the economic environment are managed. -- Contract performance reviewed monthly by finance and commercial management, with those deemed high risk
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escalated to the Audit Committee. This allows any changes to expected performance or impact of economic downturns to be identified early and any necessary action taken. -- Operational Excellence initiatives seek to increase efficiencies and improve customer relations and satisfaction. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- B. Key Loss of -- Customer -- Client [Please Our markets client key clients intimacy relationships see page page 8 and market or decline -- Balanced are built 21 of dependency in a key business at multiple the 2015 market levels Annual could from site Report] adversely supervisors affect to senior Cape's management. revenues. -- Multi-year The Group's contracts top ten in place. clients -- Group represented strategy 45% of focussed revenue on creating (2014: a broad 42%) and portfolio if we of clients are unable and markets. to continue -- Acquisitions working brought for one new client or more relationships of our and wider key clients opportunities. then the -- Revenue Group's generated future across prospects numerous may be markets, impacted. across There different is the geographies risk of providing revenues greater being stability too concentrated and robustness on a of revenue particular streams. market. -- Work Working performed capital throughout may be asset impacted life cycles if key providing customers opportunities look to at each extend stage. payment -- Monthly terms contract or reject performance claims. reviews by finance and commercial management to identify and escalate high risk areas. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- C. Health, The Group -- Operational -- High [Please Corporate safety may suffer excellence number see page and social and commercial of HSE 21 of responsibility environmental and reputational personnel the 2015 section (HSE) damage in all Annual (health risks as a regions. Report] and safety) result -- Investment page 43 of a safety in training to 47 or environmental to improve incident staff involving skills our employees, and ensure members qualifications of the are up public to date. or third-party -- HSE partners. initiatives Failure rolled to maintain out throughout high the year HSE standards to raise could awareness. result -- HSE in injury policies or loss and procedures of personnel, in place breach and monitored of throughout regulations, all regions. financial loss and reputational damage. Financial penalties may be incurred for HSE incidents which in the UK are significantly increasing. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- D. Recruitment The inability -- Geographic -- Monitor [Please Directors' and retention to recruit expansion employee see page remuneration of or retain -- Broaden turnover 21 of report key executives both key portfolio and conduct the 2015 page 65 and skilled executives -- Operational exit interviews. Annual to 77
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employees and skilled excellence -- Training Report] Corporate employees programmes and social could implemented responsibility adversely at all section impact levels (People) the Group of Cape page 42 both operationally including and programmes financially. aimed Key executives, at executives, senior senior management leaders, and skilled future employees leaders possess and supervisors. the industry Skilled knowledge employees' and experience training without is monitored which and the refreshed strategic as required. objectives -- Executive may not remuneration be advanced. is reviewed against market data to ensure awards are competitive. Long-term incentive plans are in place to encourage the retention of the key management group. -- Availability of skilled employees has improved in some geographies as projects complete and some projects become impacted by the economic conditions. -- Software to track status of applicants introduced across all regions. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- E. Contract There -- Operational -- Policies [Please Audit acceptance is a risk excellence and procedures see page Committee risk that Cape -- Broaden in place 23 of report may fail portfolio for contract the 2015 page 62 to manage approval Annual to 64 contract include Report] risk and bid approval commit models, to contractual peer review terms and Board and conditions approval that expose of key the Group contracts. to excessive -- Dedicated financial commercial risks teams and potential are in cost overruns. place in all regions. -- Experienced management teams in place for all service offerings with the relevant technical and industry knowledge. -- Large majority of contracts being cost reimbursable and preference of management for this basis. -- Commercial management report on high risk contracts to senior executives and the Audit Committee. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- F. Operational Inefficient -- Operational -- Operational [Please Audit and project project excellence Excellence see page Committee performance execution -- Customer initiatives 23 of report risk and management intimacy have been the 2015 page 62 could -- Broaden implemented Annual to 64 lead to portfolio and Report] additional subsequently costs further being developed incurred, each year affecting as part overall of continuous project improvement performance programmes; and the implementing Group's a global
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financial project performance. management As our toolkit range and standardised of services project and delivery geographies system broaden, framework; the number continuing of project to develop types and formalise and styles best practice; expand, and knowledge increasing sharing this risk. across the Group. -- Cape Management Development Programme provides training to all levels of employees and includes project management and financial management skills. -- Centres of excellence share knowledge across the Group. -- Monthly project performance reviews are undertaken involving finance, commercial and operational personnel. -- Audit Committee regularly review commercial contract risks with the Group Commercial Director and Chief Executive. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- G. Investment Return -- Operational -- Due [Please Note 34, and asset on invested excellence diligence see page 'Business integrity capital -- Geographic and assessments 23 of acquisitions' may decrease expansion made prior the 2015 Audit if there to acquisitions. Annual Committee is a failure -- Detailed Report] report to achieve assessments page 62 satisfactory of joint to 64 returns venture on assets, arrangements acquisitions, and other joint investments, ventures including or other legal investments. and financial Cape holds due diligence GBP80.2 where million appropriate. of property, -- Asset plant counts and equipment performed assets annually around including the globe impairment and the assessments. inadequate -- Group management Head of and financial Assets control responsible of these for the assets co-ordination may expose and the Group supply to loss of assets of operational worldwide. control, -- Asset assets, control financial policies data or and procedures data integrity. in place Implementation globally. of new -- Standardised ERP systems asset could management pose a systems transitional being risk to rolled the financial out. management New ERP of these systems assets being and the evaluated business. for staged implementation. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- H. Compliance Cape is -- Geographic -- Anti-bribery [Please For further and business exposed expansion and anti-corruption see page information conduct to the -- Operational policies 23 of of Cape's risk risk of excellence and training the 2015 corporate non-compliance is provided Annual responsibility and breach globally. Report] please of -- HSE refer applicable specialists to our laws and are based website regulations in each www.capeplc.com/ including region corporate-responsibility anti-bribery we operate and anticorruption, in to sanctions, ensure health knowledge and safety of local
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regulations HSE regulations and tax. is in A lack place of and monitored knowledge frequently. of relevant -- Whistle-blowing legislation procedures across are in the countries place we operate globally. in -- Compliance could is monitored result by the in a breach relevant of law Group or regulation. functions including tax and treasury, legal, financial, and HSE. -- Cape's values drive a culture where integrity, honesty and compliance are an integral part of day-to-day business at all levels. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- I. Industrial Cape receives -- Operational -- The [Please Note 2 Disease claims excellence court-approved see page 'Summary Claims from individuals 2006 Scheme 25 of of significant (IDC) and insurance of Arrangement the 2015 accounting - provision companies protects Annual policies' adequacy in the Report] Note 4 risks relation interests 'Significant on existing to the of future judgements scope historical IDC claimants and estimates' of liability alleged whilst Note 28 provision exposure at the 'Provisions' to asbestos. same time Note 35 There protecting 'Industrial is a risk the Group disease that Cape from the claim materially impact provision underestimates of extreme and IDC funding adverse contingent requirement change liabilities' due to in the inherent claims uncertainty environment. associated -- Triennial with the scheme future valuation level carried of asbestos out by related external IDC and actuaries of the using costs the Group's arising cumulative from such claims claims. history and updated economic assumptions. -- Annual review carried out by external actuaries and external auditors of Cape's accounting note on valuation of IDC. -- Half yearly review of economic assumptions reviewed by the Board. -- Regular Board review of IDC litigation. -- Dedicated internal legal function and external claims handlers to proactively manage cases and monitor changes in the legal environment. -- Specialist external legal advisors and claims handlers engaged. ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- J. Industrial Legal -- Operational -- Regular [Please Note 2 Disease precedent excellence Board see page 'Summary Claims in this review 25 of of (IDC) area is of IDC the 2015 significant - widening constantly litigation. Annual accounting of the evolving -- Dedicated Report] policies'
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scope and the internal Note 4 and Group legal 'Significant liability is function judgements subjected monitors and estimates' to new changes Note 28 claim in the 'Provisions' types legal Note 35 over time. environment. 'Industrial These -- Specialist disease may give external claim rise to legal provision uncertainty and other and in both advisors contingent the future engaged. liabilities' level of asbestos-related IDC and of the legal and other costs arising from such claims. One such example of this are the speculative product liability claims being brought by certain insurers which are described more fully in note 35 'Industrial disease claim provision and contingent liabilities' ---------------- -------------------- ---------------- --------------------- ---------- ------------------------- K. Taxation We operate -- Broaden -- Communication [Please Note 2 across portfolio and strong see page 'Summary a number -- Geographic tone from 25 of of significant of economies expansion top concerning the 2015 accounting and jurisdictions compliance Annual policies' which with local Report] Note 12 therefore tax laws. 'Income exposes -- Formal tax' the Group policies Note 20 to a range and procedures 'Deferred of tax regularly income laws that updated. tax' vary -- Embedded Note 27 significantly tax expertise 'Current and are in all income rapidly major tax liabilities' evolving businesses toward along global with central transparency Group and tax team harmonisation. support. The Group -- Ongoing is required reviews to interpret conducted laws and by the treaties Group and tax and must manage legal its tax team to affairs monitor within compliance. these -- External laws or advisors else risk used to incurring support fines local and/or teams charges on specific from the tax tax authorities. matters. In some -- Legal cases, opinion it is sought not clear requiring where interpretation lines of tax should legislation be drawn and and the principals Group when needed. may disagree -- Active with the engagement tax with relevant authorities. tax and If this government is the authorities. case, then it may be necessary to get the courts involved to interpret the laws. ---------------- -------------------- ---------------- --------------------- ---------- -------------------------
Viability statement
In accordance with the revised UK Corporate Governance Code, the directors have assessed the prospect for the Group over a longer period than the twelve-month going concern provision.
The directors' assessment of the Group's prospects for the three--year period is based on the review and analysis described below. The directors consider this to be a reasonable process which therefore allows them to form a reasonable expectation of the Group's prospects in the circumstances of the inherent uncertainty of a three--year period. The time period was selected to represent the duration of the Group's contract base with construction contracts having a typical duration of two to three years with a change in provider for maintenance contracts taking around one to two years. Additionally the revaluation of both the IDC and pension liabilities takes place on a three--year cycle.
The Group performs a strategic review each year, in which the Board reviews Cape's current position, strategy and risks and opportunities alongside current and expected market conditions and trends. Our viability assessment was based upon the Group's strategy and planning information and assessed the selected principal risks, individually and on a combined basis. This analysis considers cash flows, covenant projections and liquidity and other key financial measures over the period. The strategy model has been stress tested against selected key risks that could affect the future viability of the Group. These risks are highlighted on pages 20 to 25 and include the following key downside risks: political and security instability in one region; acceptance of a new contract with unfavourable terms; poor operational performance on an existing contract; new scope of liability and new claims emergence relating to IDC; loss of a key client and increase in interest rates and tax liabilities.
Based upon the robust assessment of the principal risks to the Group's prospects, the directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three--year period of their assessment.
Appendix 3: Related party transactions
Details of directors' emoluments are shown in note 37 'Related party transactions' to the consolidated financial statements and in the Directors' Remuneration Report on pages 65 to 77.
There have been no material transactions with the Company and other related parties during the year.
This information is provided by RNS
The company news service from the London Stock Exchange
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