TIDMBMS
RNS Number : 5108U
Braemar PLC
23 November 2023
23 November 2023
BRAEMAR PLC
(the "Company")
Notice of Reconvened Annual General Meeting
Braemar Plc (LSE: BMS), a leading provider of expert investment,
chartering, and risk management advice to the shipping and energy
markets, today announces that the Reconvened Annual General Meeting
("AGM") of Braemar Plc will be held at 10.00 a.m. on Monday, 18
December 2023 at the Company's offices at One Strand, Trafalgar
Square, London, WC2N 5HR.
The Company held its AGM on Wednesday, 9 August 2023. During
that AGM, only the resolutions that did not relate to the FY23
Annual Report and Accounts were voted on by shareholders. The
remaining business, (namely resolutions 1 to 4 (inclusive) as set
out in the Company's AGM Notice posted to shareholders on 17 July
2023) of the meeting was adjourned to a later date following the
release of the FY23 results.
The Annual Report is available on the Company's website (
www.braemar.com ), and will shortly be submitted to, and available
for inspection on, the National Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
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 2023 Annual Report and
Accounts.
Legal Entity Identifier: 213800EV6IKTTHJ83C19
Principal Risks and Uncertainties
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 Group's Risk Management Framework
Risk awareness is a key element of Braemar's organisational
culture at all levels and is key in managing risks to our business,
helping to ensure the process of risk identification, assessment
and response is embedded within daily operational and functional
activities across the Group.
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 to achieve its long-term objectives. The Group's risk
management and internal control frameworks are continually
monitored and reviewed by the board and the Audit and Risk
Committee, with support from the Risk Committee. The board is
committed to maintaining the highest standards of conduct in all
aspects of its business. Group policies and procedures have been
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.
Reporting to the Chair of the Audit and Risk Committee and
administratively to the Group Chief Financial Officer, the Head of
Internal Audit and Risk leads the Internal Audit and Risk
Management function.
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 our framework:
-- Senior management have initial responsibility for
identifying, monitoring, and updating business risks, while
-- Group IT, HR, Legal, Compliance and Finance management also
assess their respective functions for operational and functional
risks.
The Group's Risk Management framework is managed via an online
system which is accessible to the senior management team and
operational and functional management teams globally. The system's
functionality has allowed for enhanced monitoring and reporting
automation. The system allows for:
-- Group-wide real-time updating,
-- Distribution and completion of periodic internal control self-assessment surveys,
-- Ongoing monitoring of risks and mitigation activities at
Group, Operational, and Functional levels, and
-- Risk Management reporting at Group, Regional, and Company location levels.
The Group's risk management framework considers both the
likelihood and the impact of identified risks materialising. Risks
are mitigated, where possible, by the implementation of control
activities, which are evaluated as part of the risk-based internal
audit plan to determine their effectiveness in mitigating or
reducing risk to acceptable levels.
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. Inherent
risks can be significant, but our control processes and management
actions reduce the risk level.
The risk management process evaluates the timescale over which
new or emerging risks may occur. The risk management process also
considers the potential impact and likelihood of risks, as well as
the timescale in which risks may occur. The outcome of this process
is then reviewed with further consideration and assessment provided
by the Risk Committee, the Audit and Risk Committee, and the
board.
Oversight and evaluation of the effectiveness of Braemar's risk
management framework is led by the Group Chief Financial Officer,
supported by the Risk Committee whose membership includes the Group
Chief Operating Officer, Company Secretary, Head of Internal Audit
and Risk, Head of Compliance, and representatives of other
functions and locations of the business. The Risk Committee
monitors risks regularly, taking into consideration the appetite,
tolerance, and potential impact for specific risks on the
Group.
Principal Risks
The principal risks which may impact the Group's ability to
execute its strategic objectives have changed since 2022. Three
risks previously disclosed as principal risks have been removed
with two emerging risks added to the 2023 disclosure. The risks
that follow, whilst not exhaustive, are those principal risks which
we believe could have the greatest impact on our business and have
been discussed at meetings of the board, the Risk Committee and the
Audit and Risk Committee. The board reviews these risks in the
knowledge that currently unknown, non-existent or immaterial risks
could turn out to be significant in the future and confirms that a
robust assessment has been performed. The Audit and Risk Committee
review and approve the principal risks and any related mitigation
plans.
Sanctions and trade restrictions (New principal risk)
Exacerbated by the ongoing conflict in Ukraine, the increased
significance and prominence of sanctions and trade restrictions
have been assessed as necessary to disclose separately as a
principal risk in its own right.
Integration Risk (New principal risk)
As outlined in the 2022 Annual Accounts, Braemar's primary
medium-term ambition is, through strategic hires and acquisitions,
to increase the size of the business. This means that integrating
and aligning new acquisitions is an area of increased focus of the
operational and financial functions of the Group.
Other changes
Three principal risks disclosed in 2022 have been omitted from
the current year's disclosure. Whilst the related risk has not been
mitigated in its entirety, they no longer reflect the most
significant risk to which the board considers the Group is exposed
to. These risks are namely: 'Change Management', 'Financial
capacity' and 'Major business disruption'.
Risk Mitigation
The Group takes various measures to mitigate risk. Key steps in
our risk management process throughout the year included:
-- Ongoing periodic review and updating of policies and procedures, including AML and KYC, to enhance/strengthen the Group's governance framework, with ongoing monitoring of employee compliance by the Head of Internal Audit & Risk and Head of Compliance.
-- A system of internal checks and authorisations, complemented
by independent assurance activities.
-- Usage of common finance, HR and operations systems across the
Group supported by our IT team.
-- Succession planning and strategic recruitment supported by the Group HR team.
-- Establishment of board-approved Group budgets with ongoing performance monitoring against budgets/reforecasts and investigation of significant variances.
-- Regular reporting of Treasury management activity to the
board by the Group Chief Financial Officer. (Note: the Group does
not enter speculative treasury transactions.)
-- Ongoing monitoring of contractual risk by the Group legal team.
-- Operation of the Group's whistleblowing procedure.
-- Maintenance of appropriate insurance cover
Group Risk Governance
Principal Risks
The Directors have carried out an assessment of the principal
and emerging risks facing the Company. The most significant risks
to which the board considers the Group is exposed, based on the
evaluation process described in the Group's Risk Management
Framework are set out below.
Risk Summary of Mitigating control and Net risk change
Impact management actions
Sanctions and Conducting NEW RISK
trade business * Enhanced KYC procedures performed and specialised
restrictions with sanctioned legal team engage in constant monitoring of updates
entities, to applicable sanction regimes and regulations.
Braemar operates through
in sanctioned
a global regions * Technology solutions used to optimise the efficiency
landscape and of sanction screening performed.
of trade and facilitating
financial transport of
sanctions with a sanctioned * External assurance providers performing internal
variety goods will lead audit reviews over the sanctions process and
of associated to providing recommendations which management intend to
compliance non-compliance implement in the current financial year.
requirements. with sanctioned
regimes
This has been resulting
assessed in financial
as a new penalties/fines
Principal and
Risk for the 2023 reputational
financial damage.
year.
Note:
Increased
scrutiny
from regulatory
bodies and
rising
geopolitical
and
macroeconomic
issues,
including the
continued
Russia/Ukraine
conflict,
has increased
the
potential
impact
of risks
associated
with breaches
of
sanctions and
trade
restriction
requirements.
Integration Risk Inefficiencies NEW RISK
and/or * Performance of new business is monitored through
As outlined in reduced regular dialogue with relevant business leaders.
the expected
2022 Financial synergies
Year, realised * An integration strategy is monitored throughout the
Braemar's primary after various stages of an acquisition.
medium-term integrating
ambition is, new
through acquisitions * Compliance and legal mechanisms in place to ensure
strategic hires into the Group the purchase meets any relevant regulatory
and and requirements and the target company aligns
acquisitions, to aligning them appropriately with the relevant Group values.
increase with
the size of the the respective
business. Group * Prioritisation of identified growth opportunities to
Integrating and strategies. ensure resources are appropriately allocated to
aligning opportunities with the best potential return on
any new investment.
acquisition
with the Group
poses
various
challenges
from an
operational
and financial
perspective.
This has been
assessed
as a new
Principal
Risk for 2023
financial
year.
Loss of key Employee Ongoing review of policies UNCHANGED
personnel relations including Conflicts of Interest,
and weak claims / Code of Conduct, and the
organisational litigation Employee Handbook, to ensure
culture / tribunals behavioural expectations
attributed and employment practices
Braemar is a to negative for managers and employees
people-based behaviours are clearly defined.
business and or actions, Organisation structure changes
people increases included the creation of
are vital to its the potential associate director roles
success. for to identify key employees
Inadequate reputational and to better define progression
policies damage opportunities.
and reward because of Ongoing development of a
structures negative culture of engagement and
could incentivise publicity in professional development,
negative the including implementation
behaviours, public domain. of performance management
create Loss of key objectives, clearly defined
internal staff pathways for career progression,
conflict, could result in and succession planning
lead to reduced revenue at senior management levels.
reputational if former staff Annual review of compensation
damage, and attempt to take with external benchmarking
contribute contacts and helps to ensure remuneration
to failure in business packages continue to be
attracting with them. The appropriate and competitive.
and /or retaining restrictive Ongoing consideration of
skilled covenants roles potentially suitable
personnel. included for hybrid and flexible
Failure to adapt in employment working arrangements.
to, contracts
or align with, help to
market mitigate
expectations, this risk.
including Strategic
the offering of growth
flexible objectives may
or hybrid working not
arrangements, be achieved if
could result in Braemar
the fails to
inability to attract
attract and retain
and retain skilled
skilled personnel.
personnel.
Lack of
appropriate
consideration of
environmental
and wider social
issues
could also
contribute
to the inability
to
attract and
retain
skilled
personnel.
================ =================================================================== ====================
Compliance with Legal and Group-wide training program INCREASED
laws regulatory to help ensure employee
and regulations breaches could awareness of, and compliance
result with, all relevant legal
Braemar generates in fines, and regulatory obligations:
revenues sanctions * Braemar corporate governance framework;
from a global being imposed
business on
that exposes the our business, * Braemar risk management methodology;
Group and
to risks the loss of
associated Braemar's * Compliance with our policies, including our AML/KYC
with legal and ability to policies' (enhanced) customer due diligence
regulatory continue requirements;
requirements in operating.
multiple
jurisdictions. Failure to meet * Compliance with relevant laws & regulations,
all reporting including anti-bribery and corruption regulations.
obligations
could lead to
reputational Enhanced KYC procedures
damage which and ongoing monitoring of
could compliance with governance
then lead to policies and legal / regulatory
loss requirements across the
of revenue and Group.
staff. Ongoing monitoring to ensure
insurance cover is maintained
at adequate levels.
================ =================================================================== ====================
Currency A change in The board sets the treasury UNCHANGED
fluctuations exchange policy which details the
rates could level of exposure the board
The Group is result is comfortable with and
exposed in a financial the Group hedges to the
to foreign gain level stipulated in the
exchange or loss. treasury policy. Forward
risk because of a currency (US $) contracts
large are entered into to mitigate
proportion of its the risk of adverse currency
revenue movements.
being generated
in
US dollars while
the
cost base is in
multiple
currencies.
================ =================================================================== ====================
Cybercrime/data Loss of service Globally, cyber-attacks
security and associated increased significantly UNCHANGED
loss during and post the COVID
Cybercrime could of revenue. pandemic. To address the
result Reputational persistent threat, and to
in loss of damage. enhance security measures
business Potential already in place, Braemar
assets or for loss of has embarked on a global
disruption cash Cyber Security programme.
to the Group's IT due to fraud or This programme includes
systems phishing. the implementation of the
and its business. NIST Cyber Security Framework
Lack and ISO 27001 as Braemar's
of appropriate controls catalogue. Our
data Security Operations Centre
security could is fully operational with
result 24/7 monitoring and coverage.
in loss of data.
================ =================================================================== ====================
Disruptive Relationships Investment in technology UNCHANGED
technology could through partnering with
be devalued and best-in-class providers,
Shipbroking is replaced by such as Zuma Labs, has effectively
still disruptive differentiated Braemar.
largely a technology Ongoing modernisation of
business platforms, our infrastructure to allow
that is resulting in for focus on innovation
transacted increased and strategic direction.
via personal competition,
relationships consequent
dependent on price
quality reductions,
service. Hence and loss of
the revenue.
risk of
technological
change,
disintermediation
and increased
customer
demands for
enhanced
technological
offerings
could render
aspects
of our current
services
obsolete,
potentially
resulting in loss
of
customers.
================ =================================================================== ====================
Environment and The Group's P&L Investment in the offshore UNCHANGED
Climate and liquidity renewables market and technology
Change could to allow the Group and its
be negatively clients to offset carbon
Seaborne impacted emissions.
transportation if customers
is estimated to are Ongoing development of the
create lost as a EPSG strategy which allows
approximately 3% result the Group to monitor and
of of Braemar not report on environmental
the worlds carbon keeping and climate-related risks.
emissions pace with our
and there will be peers
increased and industry
pressure to best-practice.
reduce
that in future Non-compliance
years. with
Failure to regulations or
monitor disclosure
and address the requirements
risks could
associated with result in
that fines or
reduction process penalties.
could
result in loss of Failure to
revenue appropriately
for Braemar and monitor and
its mitigate
customers and these risks
counterparties could
lead to Braemar
suffering
serious
reputational
damage.
Note:
Management does
not expect
climate-related
risks to have a
material impact
on the Group's
short-term
financial
performance.
================ =================================================================== ====================
Geopolitical and A downturn in Diversification on a sector INCREASED
macroeconomic the and geographic basis reduces
world economy dependency on individual
Braemar's could business areas.
business affect
is reliant on transaction Ongoing monitoring to ensure
global volumes, the Group is appropriately
trade flows and resulting resourced across its activities
as in reduced and geographies.
such may be revenue. Ongoing management of costs
negatively based on current and reasonably
impacted by Changes in foreseeable market conditions.
geopolitical shipping
and/or rates and/or Enhanced KYC procedures
macroeconomic changes and ongoing monitoring of
issues, such as in the demand compliance with governance
changes or policies, sanctions, and
in crude oil pricing of other legal / regulatory
price, commodities requirements across the
restrictions in could affect Group to help ensure laws
global supply and regulations are not
trade due to activity. breached.
pandemics
such as COVID, Note: Braemar's diverse service
sanctions, The continued offering, led by experts
and changes in conflict in their fields, means the
supply between Russia Group is in the best position
and demand. and to find new opportunities
Ukraine and in volatile market conditions
related and able to take advantage
global of market turnarounds.
sanctions
has increased
the
potential
impact
of risks
associated
with both
geopolitical
and/or
macroeconomic
issues and
compliance
with relevant
laws
and
regulations.
================ =================================================================== ====================
Directors' responsibilities pursuant to DTR4:
The directors confirm that to the best of their knowledge:
-- the Group Financial Statements have been 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 Group; and
-- the Annual Report includes a fair review of the development
and performance of the business and the financial position of the
Group and Company, together with a description of the principal
risks and uncertainties that they face.
The directors confirm that they consider this Annual Report,
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:
2023 2022
----------------------------------- --------------------------------
Balance Balance
Recharges due(to)/ Recharges due(to)/
to/(from) Dividends from to/(from) Dividends from
Group GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
------------------- ----------- ---------- ---------- ---------- --------- ---------
AqualisBraemar LOC
ASA N/A N/A N/A 221 - 282
AqualisBraemar LOC ASA
AqualisBraemar LOC ASA was a related party until the Group sold
its significant shareholding in the entity and lost its
representation on the board, on 19 May 2022. All transactions with
Aqualis Braemar LOC ASA in the prior year have been included as
related party transactions. Recharges to AqualisBraemar LOC ASA
consisted primarily of rent, IT services and HR services in
accordance with a transitional services agreement. In the prior
year, the net recharge to AqualisBraemar LOC ASA included a fee
payable to the Group's former Chairman, Ronald Series of
GBP3,750.
The balance due from AqualisBraemar LOC ASA is unsecured,
interest-free and immediately repayable.
Key management compensation is disclosed in Note 6 of the 2023
Annual Report and Accounts.
Transactions with wholly owned subsidiaries
Transactions with wholly owned subsidiaries Transactions between
the Company and its subsidiaries, which are related parties, have
been eliminated on consolidation and are not disclosed in this
Note. A list of the Group's subsidiary undertakings is on pages 163
to 165. Unless otherwise indicated, all shareholdings owned
directly or indirectly by the Company represent 100% of the issued
share capital of the subsidiary and the share capital comprises
ordinary shares. All entities primarily operate in their country of
incorporation.
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 84 - 108.
Key management represents the board of the Company.
2023 2022
GBP'000 GBP'000
--------------------------------------- -------- --------
Salaries, short-term employee benefits
and fees 5,879 3,484
Other pension costs 52 41
Share-based payments 1,226 521
Total 7,157 4,046
--------------------------------------- -------- --------
Pension costs relate to contributions made to a defined
contribution pension scheme on behalf of three (2022: three)
members of key management.
ENDS
For further information, contact:
Braemar Plc
James Gundy, Group Chief Executive Officer Tel +44 (0) 20 3142 4100
Grant Foley, Group Chief Financial Officer
Rebecca-Joy Wekwete, Company Secretary
Buchanan
Charles Ryland / Stephanie Whitmore / Tel +44 (0) 20 7466 5000
Jamie Hooper
Investec Bank plc
Gary Clarence / Harry Hargreaves / Alice Tel +44 (0) 20 7597 5970
King
Cavendish Securities PLC
Ben Jeynes / Matt Lewis (Corporate Finance) Tel +44 (0) 20 7220 0500
Leif Powis /Dale Bellis/ Charlie Combe
(Sales & ECM)
Notes to Editors:
About Braemar Plc
Braemar provides expert investment, chartering, and risk
management advice that enable its clients to secure sustainable
returns and mitigate risk in the volatile world of shipping and
energy. Our experienced brokers work in tandem with specialist
professionals to form teams tailored to our customers' needs, and
provide an integrated service supported by a collaborative
culture.
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 and follow Braemar on LinkedIn .
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END
NOAFLFSSLELVFIV
(END) Dow Jones Newswires
November 23, 2023 09:49 ET (14:49 GMT)
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