TIDMRR.
RNS Number : 0569F
Rolls-Royce Holdings plc
17 March 2022
17 March 2022
Rolls-Royce Holdings plc
Annual Report 2021, Annual General Meeting 2022 and General
Meeting of C Shareholders
Rolls-Royce Holdings plc (the Company) announces that it has
today published its Annual Report for the year ended 31 December
2021 (Annual Report 2021).
The Company also announces that it has today posted to
shareholders the Notice of Annual General Meeting (AGM) to be held
at 11.00am on Thursday 12 May 2022 at the Rolls-Royce Flight
Operations Centre, 4 Vanguard Road, East Midlands Airport, Derby,
DE74 2SA and the Notice of General Meeting of C Shareholders to be
held at 12 noon, or, if later, immediately after the conclusion of
the AGM on Thursday 12 May 2022 at the Rolls-Royce Flight
Operations Centre (together the Meetings).
In accordance with Listing Rule 9.6.1, copies of the following
documents have been submitted to the Financial Conduct Authority
and will shortly be available for inspection from the National
Storage Mechanism at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism :
- Annual Report 2021;
- Notice of Annual General Meeting 2022 and associated Proxy Form;
- Notice of General Meeting of C Shareholders and associated Proxy Form; and
- Combined Proxy Form for the Meetings.
The above documents are also available at
www.rolls-royce.com
This information should be read in conjunction with the
Company's preliminary results announcement. A condensed set of the
Company's financial statements, information on important events
that have occurred during the financial year and their impact on
the financial statements and the Company's principal risks were
included in the preliminary results announcement released on 24
February 2022. That information, together with the information set
out below in the appendix, which is extracted from the Annual
Report 2021, is provided in accordance with the Disclosure and
Transparency Rule (DTR) 6.3.5R, which requires it to be
communicated to the media in full unedited text through a
Regulatory Information Service. This announcement is not a
substitute for reading the full Annual Report 2021. Page and note
references in the text below refer to page numbers and note numbers
in the Annual Report 2021.
Enquiries :
Investor Relations:
Isabel Green +44 7880 160976
Media:
Richard Wray +44 7810 850055
Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69
Appendix
Statement of Directors' responsibilities in respect of the
Financial Statements
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have prepared the Group Financial Statements in accordance with
UK-adopted international accounting standards and the Company
Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 Reduced Disclosure Framework, and applicable
law).
Under company law, Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Company and of the
profit or loss of the Group for that period.
In preparing the Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable UK-adopted international accounting standards have been followed for the Group Financial
Statements and United Kingdom Accounting Standards, comprising FRS 101 have been followed for the Company
Financial Statements, subject to any material departures disclosed and explained in the Financial Statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group
and Company will continue in business.
The Directors are responsible for safeguarding the assets of the
Group and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain the
Group's and Company's transactions and disclose with reasonable
accuracy at any time the financial position of the Group and
Company and enable them to ensure that the Financial Statements and
the Directors' Remuneration Report comply with the Companies Act
2006.
The Directors are responsible for the maintenance and integrity
of the Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that 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
and Company's position and performance, business model and
strategy.
Each of the Directors, whose names and functions are listed in
the Directors' Report confirm that, to the best of their
knowledge:
-- the Group Financial Statements, which have been prepared in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities, financial position and profit of the Group;
-- the Company Financial Statements, which have been prepared in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets, liabilities and financial position of the Company;
and
-- the Strategic Report includes a fair review of the development and performance of the business and the position
of the Group and Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the
Directors' Report is approved:
-- so far as the Director is aware, there is no relevant audit information of which the Group's and Company's
auditors are unaware; and
-- they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of
any relevant audit information and to establish that the Group's and Company's auditors are aware of that
information.
By order of the Board
Pamela Coles
Chief Governance Officer
24 February 2022
Related party transactions
2021 2020
GBPm GBPm
--------------------------------------------------- -------- --------
Sales of goods and services to joint ventures
and associates(1) 3,548 3,768
--------------------------------------------------- -------- --------
Purchases of goods and services from joint
ventures and associates(1) (3,677) (4,292)
--------------------------------------------------- -------- --------
Lease payments to joint ventures and associates (225) (226)
--------------------------------------------------- -------- --------
Guarantees of joint arrangements' and associates'
borrowings 1 3
--------------------------------------------------- -------- --------
Guarantees of non-wholly owned subsidiaries'
borrowings 3 3
--------------------------------------------------- -------- --------
Dividends received from joint ventures and
associates 27 60
--------------------------------------------------- -------- --------
Other income received from joint ventures
and associates 3 3
(1) Sales of goods and services to joint ventures and associates
and purchases of goods and services from joint ventures and
associates are included at the average exchange rate, consistent
with the statutory income statement.
Included in sales of goods and services to joint ventures and
associates are sales of spare engines amounting to GBP157m (2020:
GBP102m). Profit recognised in the year on such sales amounted to
GBP47m (2020: GBP91m), including profit on current year sales and
recognition of profit deferred on similar sales in previous years.
Cash receipts relating to the sale of spare engines amounted to
GBP181m (2020: GBP193m).
The aggregated balances with joint ventures are shown in notes
14 and 19. Transactions with Group pension schemes are shown in
note 22.
In the course of normal operations, related party transactions
entered into by the Group have been contracted on an arm's-length
basis.
Key management personnel are deemed to be the Directors (pages
71 to 73) and the members of the Executive Team (described on page
70). Remuneration for key management personnel is shown below:
2021 2020
GBPm GBPm
---------------------------------- ------ ------
Salaries and short-term benefits 20 7
---------------------------------- ------ ------
Post-retirement schemes - -
---------------------------------- ------ ------
Share-based payments 4 1
---------------------------------- ------ ------
24 8
More detailed information regarding the Directors' remuneration,
shareholdings, pension entitlements, share options and other
long-term incentive plans is shown in the Directors' Remuneration
Report on pages 87 to 104. The charge for share-based payments
above is based on when the award is charged to the income statement
in accordance with IFRS 2 Share-Based Payments, rather than when
the shares vest, which is the basis used in the Directors'
Remuneration Report.
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