REG - Braemar PLC - Notice of AGM
05/06/2024 16:15
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RNS Number : 2843R Braemar PLC 05 June 2024
5 June 2024
BRAEMAR PLC
(the "Company")
Notice of 2024 Annual General Meeting
Braemar Plc (LSE: BMS), a leading provider of expert investment, chartering,
and risk management advice to the shipping and energy markets, announces that
it has published notice of the Company's 2024 Annual General Meeting ("AGM").
The AGM will be held at 10:00 a.m. on Wednesday, 3 July 2024 at the Company's
offices at One Strand, Trafalgar Square, London, WC2N 5HR. The AGM notice will
be available on the Company's website (www.braemar.com
(http://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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . Copies of these
documents along with the 2024 Annual Report and Accounts (published on 23 May
2024) have also been posted today to shareholders that have elected to
continue to receive hard copies.
The Annual Report is available on the Company's website (www.braemar.com
(http://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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .
FY24 Final Dividend
Subject to shareholder approval at the AGM, the FY24 final dividend will be
paid on 9 September 2024 to shareholders who are on the register at the close
of business on 2 August 2024, with a corresponding ex-dividend date of 1
August 2024. The last date for Dividend Reinvestment Plan elections will be 16
August 2024.
Principal Risks and Uncertainties for the year ended 29 February 2024
The 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 2024 Annual Report and Accounts.
Legal Entity Identifier: 213800EV6IKTTHJ83C19
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
Jack Devoy / Abby Gilchrist
Investec Bank plc
Gary Clarence / Alice King Tel +44 (0) 20 7597 5970
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 (http://www.braemar.com) and follow Braemar
on LinkedIn (https://www.linkedin.com/company/braemar-ltd) .
Appendix
Principal Risks and Uncertainties for the year ended 29 February 2024
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 Group 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 &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,
but in considering the other matters set out in Section 172 of the Companies
Act 2006, the directors are mindful that the approach must be balanced with
both employee interests and the Group's need to foster business relationships.
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 Chief Financial Officer, the Head of Internal Audit and Risk Service
outsourced to a third party 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 has initial responsibility for identifying,
monitoring, and updating business risks, while
· The management teams of Group IT, HR, Legal, Compliance and
Finance assess their respective functions for operational and functional
risks not identified by senior management.
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 identify the resources required to manage
them effectively. Principal risks are aggregated together with associated
issues or areas of uncertainty. 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 over which risks may
occur. The outcome of this process is then reviewed with further consideration
and assessment provided by the Risk Committee, the Audit & 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 Chief Operating Officer, Company
Secretary, Head of Internal Audit and Risk and 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 2023. In FY24, one new emerging risk
has been added. The risks that follow, while 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 & 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 & Risk Committee review and approve the
principal risks and any related mitigation plans.
Competition risk and market consolidation (New principal risk)
Competition in the shipping industry is becoming increasingly intense, and
there is a growing trend towards market consolidation, as companies seek to
gain scale and reduce costs.
Other changes
One principal risk disclosed in the 2023 Annual Report has had its title
changed from 'Loss of key personnel and weak organisation culture' to 'People
and Culture'. While no change in the overall risk level has been observed, the
new title better captures the nature of the related risk.
Risk Mitigation
As part of our risk management process, the Group takes various measures to
mitigate risk, throughout the year these measures 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 training completion rates.
· A signature authorisation and delegation of authority policy,
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.
· 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 Group . 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 impact Mitigating control and management actions Net risk change
Competition risk and market consolidation Loss of established brokers could impact revenues. Increasing consolidation · Regular horizon-scanning exercises are conducted by the leadership team New Risk
could impact the Group's M&A strategy for growth. which aim to identify areas of the business that could be targeted by
Competition in the shipping industry is becoming increasingly intense, and competitors.
there is a growing trend towards market consolidation, and hiring established
brokers as companies seek to gain scale and reduce costs. · Leadership team monitors transactions in the industry looking for trends.
Cybercrime / data security Loss of service and associated loss of revenue. Reputational damage. Potential · To address the persistent threat of cyber-attacks, and to enhance security Increased
for material losses due to fraud or phishing. measures already in place, Braemar has embarked on a global Cyber Security
programme. This programme includes the implementation of the NIST Cyber
Security Framework and ISO 27001 as Braemar's controls catalogue. Our Security
Cybercrime could result in loss of business assets or disruption to the Operations Centre is fully operational with 24/7 monitoring and coverage.
Group's IT systems and its business. Lack of appropriate data security could
result in loss of data. · Our IT processes prioritize cybersecurity through regular penetration
testing, anti-virus and firewall deployment, use of a trusted third-party
software-defined wide area networking (SD-WAN) solution, regular vulnerability
scans, frequent complex password changes, email authentication protocols, and
strict access control procedures.
· The security operations centre (SOC) supports the wider cybersecurity
control environment by providing continuous monitoring and analysis of
networks, systems, and applications to detect potential threats, as well as
enabling rapid incident response through leveraging threat intelligence,
skilled security analysts, and established processes for investigation,
containment, and eradication of identified attacks or breaches.
Geopolitical and macroeconomic A downturn in the world economy could affect transaction volumes, resulting in · Regular horizon-scanning exercises are conducted by the leadership team Increased
reduced revenue. which aim to identify emerging trends and disruptive forces in this area while
Braemar's businesses is reliant on global trade flows and, as such, may be
monitoring the competitive landscape.
negatively impacted by geopolitical and/or macroeconomic issues, such as
changes in crude oil price, restrictions in global trade due to pandemics,
· Diversification on a sector and geographic basis reduces dependency on
sanctions, and changes in supply and demand. Changes in shipping rates and/or changes in the demand or pricing of individual business areas.
commodities could affect supply activity.
· Ongoing monitoring to ensure the Group is appropriately resourced across
Note: The continued conflict between Russia and Ukraine and related global its activities and geographies.
sanctions has increased the potential impact of risks associated with both
geopolitical and/or macroeconomic issues and compliance with relevant laws and · Ongoing management of costs based on current and reasonably foreseeable
regulations. market conditions.
· Enhanced KYC procedures and ongoing monitoring of compliance with
governance policies, sanctions, and other legal / regulatory requirements
across the Group to help ensure laws and regulations are not breached.
· Braemar's diverse service offering, led by experts in their fields, means
the Group are in the best position to find new opportunities in volatile
market conditions and able to take advantage of market turnarounds.
Compliance with laws and regulations Legal and regulatory breaches could result in fines, sanctions being imposed Group-wide training program to help ensure employee awareness of, and Decreased
on our business, and the loss of Braemar's ability to continue operating. compliance with, all relevant legal and regulatory obligations:
· Braemar Corporate Governance Framework;
Braemar generates revenues from a global business that exposes the Group to
risks associated with legal and regulatory requirements. Failure to meet all reporting obligations could lead to reputational damage · Braemar Risk Management methodology;
which could then lead to loss of revenue and staff.
· Compliance with our policies, including our AML/KYC policies' (enhanced)
customer due diligence requirements; and
· Compliance with relevant laws & regulations, including Anti-bribery and
Corruption regulations.
· Enhanced KYC procedures and ongoing monitoring of compliance with
governance policies and legal / regulatory requirements across the Group to
help ensure requirements are not breached.
· Ongoing monitoring to ensure insurance cover is maintained at adequate
levels.
Currency fluctuations A change in exchange rates could result in a financial gain or loss. · The board sets the Treasury Policy which details the level of exposure the No change
board is comfortable with and the Group hedges to the level stipulated in the
Treasury policy. Forward currency (US $) contracts are entered into to
mitigate the risk of adverse currency movements.
The Group is exposed to foreign exchange risk because a large proportion of
its revenue is generated in US dollars while its cost base is in multiple
currencies.
Disruptive technology Relationships could be devalued and replaced by disruptive technology · Investment in technology through partnering with best-in-class providers, No change
platforms, resulting in increased competition, consequent price reductions, such as Zuma Labs, has effectively differentiated Braemar.
and loss of revenue.
· Ongoing modernisation of our infrastructure to allow for focus on
Shipbroking is still largely a business that is transacted via personal innovation and strategic direction.
relationships dependent on quality service. Hence the risk of technological
change, disintermediation and increased customer demands for enhanced · Regular horizon-scanning exercises are conducted by the leadership team
technological offerings could render aspects of our current services obsolete, which aim to identify emerging trends and disruptive forces in this area while
potentially resulting in loss of customers. monitoring the competitive landscape.
Environment and climate change The Group's P&L and liquidity could be negatively impacted if customers · Investment in the offshore renewables market and technology to allow the No change
are lost as a result of our not keeping pace with our peers and industry best Group and its clients to offset carbon emissions.
practice.
· Ongoing development and EPSG strategy which allows the Group to monitor and
Seaborne transportation is estimated to create approximately 3% of the world's Non-compliance with regulations or disclosure requirements could result in report on environmental and climate-related risks.
carbon emissions and there will be increased pressure to reduce that in the
future. Failure to monitor and address the risks associated with that fines or penalties.
reduction process could result in loss of revenue for Braemar and its
customers and counterparties Failure to appropriately monitor and mitigate these risks 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.
Integration risk Inefficiencies and/or reduced expected synergies realised after integrating · Performance of new business is monitored through regular dialogue with No change
new acquisitions into the group and aligning them with the respective group relevant business leaders.
strategies.
· Compliance and legal mechanisms in place to ensure the purchase meets any
Braemar's shipbroking-focused growth strategy makes use of strategic hires and relevant regulatory requirements and the target company aligns appropriately
acquisitions to increase the size of the business. with the relevant Group values.
Integrating and aligning any new acquisition with the Group poses various · Prioritisation of identified growth opportunities to ensure resources are
challenges from an operational and financial perspective. appropriately allocated to opportunities with the best potential return on
investment.
People and culture Employee relations claims / litigation / tribunals attributed to negative · Ongoing review of policies, including Conflict of Interest, Code of No change
behaviours or actions, increases the potential for reputational damage because Conduct, and the Employee Handbook, to ensure behavioural expectations and
of negative publicity in the public domain. employment practices for managers and employees are clearly defined.
Braemar is a people-based business and people are vital to its success. · Organisational structure changes included the creation of associate
director roles to identify key employees and more clearly show progression
Loss of key staff could result in reduced revenue if former staff attempt to opportunities.
take contacts and business with them.
Inadequate policies and reward structures could incentivise negative
· Ongoing development of a culture of engagement and professional
behaviours, create internal conflict, lead to reputational damage, and development, including implementation of performance management objectives,
contribute to failure in attracting and /or retaining skilled personnel.
clearly defined pathways for career progression, and succession planning at
Strategic growth objectives may not be achieved if Braemar fails to attract senior management levels.
and retain skilled personnel.
· Annual review of compensation with external benchmarking helps to ensure
Failure to adapt to, or align with, market expectations, including the remuneration packages continue to be appropriate and competitive.
offering of flexible or hybrid working arrangements, could result in the
inability to attract and retain skilled personnel. · Ongoing consideration of roles potentially suitable for hybrid and flexible
working arrangements.
Lack of appropriate consideration of environmental and wider social issues
could also contribute to the inability to attract and retain skilled
personnel.
Sanctions and trade restrictions Conducting business with sanctioned entities, through sanctioned regions and · KYC procedures performed by the Group Compliance teams with support from No change
facilitating transport of sanctioned goods will lead to non-compliance with the Legal team.
sanctioned regimes, resulting in financial penalties/fines and reputational
damage. · Through strategic and targeted recruitment, increasing our in-house KYC and
Braemar operates in a global landscape of international and financial
sanctions-monitoring capabilities enhances our ability to navigate the
sanctions with a variety of associated compliance requirements. intricate landscape of sanctions regulations and mitigate associated risks
within our business operations.
Note:
· Technology solutions used to optimise the efficiency of sanction screening
Increased scrutiny from regulatory bodies and rising geopolitical and performed.
macroeconomic issues, including the continued Russia/Ukraine and conflict, has
increased the potential impact of risks associated with breaches of sanctions · External assurance providers performing internal audit reviews over the
and trade restriction requirements. sanctions process and validating the implementation of recommendations
previously raised to management.
· External sanctions horizon scanning support provided by a legal advisory
panel.
· Targeted training program aimed at Management and senior desk heads to
further raise awareness of, and compliance with, all relevant legal and
regulatory obligations.
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:
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 included in the following
table. 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, which the Group considers to be the
directors, is set out below. Further information about the remuneration of
individual directors is provided in the Directors' Remuneration Report on
pages 62-78.
2024 2023
£'000
£'000
Salaries, short-term employee benefits and fees 4,954 5,879
Other pension costs 85 52
Termination benefits 131 -
Share-based payments 548 1,226
Total 5,718 7,157
Pension costs relate to contributions made to a defined contribution pension
scheme on behalf of four (2023: three) members of key management.
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