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Braemar Plc Annual Report and Accounts 2023
Delivering
value
and future
growth
ANNUAL REPORT AND ACCOUNTS 2023
We are a leading provider
of expert advice in shipping
investment, chartering and
risk management.
Our Purpose
To leverage our
expertise and
experience to
secure sustainable
returns and mitigate
risk for our clients in
the volatile worlds
of shipping and
energy.
Our Vision
To enable more
prosperous, secure
and sustainable
global trade within
the shipping and
energy industries.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
01
14–15
Making strategic progress
16–17
Delivering growth
The implementation
of our strategy has
delivered excellent
results for the Group.
James Gundy
Group Chief Executive Ocer
Strategic Report
02 Highlights
03 Braemar at a Glance
04 Investment Case
05 Chairman’s Statement
08 Business Model and Strategy
10 Strategy in Action
14 Group Chief Executive Officer’s Statement
16 Strategy in Action
18 Enhancing Braemar’s Security Offering
20 Key Performance Indicators
22 Market Review
23 Operating Review
28 Financial Review
32 Section 172 Statement
34 EPSG Report
36 Our environmental responsibilities
42 Our people
44 Society
45 Governance
46 Non-Financial Information Statement
47 Principal Risks and Uncertainties
Governance
55 Corporate Governance Report
58 Board of Directors
60 Report of the Audit & Risk Committee
65 Report of the Nomination Committee
66 Directors’ Remuneration Report
69 Remuneration Policy
79 Annual Report on Remuneration
86 Directors’ Report
Financial Statements
90 Independent auditor’s report
98 Consolidated Income Statement
99 Consolidated Statement of
Comprehensive Income
100 Consolidated Balance Sheet
101 Consolidated Cash Flow Statement
103 Consolidated Statement of Changes
in Total Equity
104 Notes to the Financial Statements
166 Company Balance Sheet
167 Company Statement of Changes
in Total Equity
168 Notes to the Company Financial Statements
180 Five-year financial summary (unaudited)
182 Contact information
Braemar Plc Annual Report and Accounts 2023
02
Highlights
Delivering growth
Strategic highlights
Financial highlights
Successful implementation of shipbroking-focused
growth strategy
Acquired two new tanker desks: in Madrid, Spain, and
in Florida, USA
Launched new Natural Gas derivatives and Oil
derivatives desks
Opening of Corporate Finance desk in Athens, Greece
Launch of our inaugural Trainee Shipbroker Scheme
inLondon
On track to double the Group’s FY21 underlying
operating profit by FY25
51% increase in revenue from continuing operations to
£152.9m (FY22: £101.3m)
100% increase in underlying operating profit to £20.1m
(FY22: 10.1m)
Cashflow from operating activities in the year
increased by 8% to £22.0m (FY22: £20.5m)
Reported profit aer tax for the year down by 67% to
£4.6m (FY22: £13.9m)
Underlying earnings per share increased by 65% to
46.22 pence (FY22: 27.95 pence)
Final dividend of 8.0 pence per share. Total dividend
for the year of 12.0 pence per share (FY22: 9.0 pence)
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
03
Braemar at a Glance
Who we are
Braemar provides expert
advice in investment,
chartering, and risk
management to enable its
clients to secure sustainable
returns and mitigate risk
in thevolatile worlds of
shipping and energy.
What we do
How we operate
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.
The business is structured in three divisions,
reflecting our operations
Investment Advisory
The global shipping market is a volatile and cyclical business.
Evolving regulations combined with an increased focus on
compliance and accountability means that shipping companies
are under more pressure than ever before. We help them to make
careful, informed and justifiable decisions.
Chartering
Our specialists pool resources, knowledge and industry-leading
expertise to build long-term relationships between shipowners and
charterers. Heavy investment in technology and databases allows
us to provide customised, cost-saving solutions that create and
protect the best deals for our clients.
Risk Advisory
Our integrated corporate finance and brokerage teams help protect
our clients against the turbulent price movements and cyclical
liquidity crunches that are commonplace in shippingmarkets.
+17
Global oces
+15
Sectors
+400
Employees
Our locations
We operate 24/7 across the world, covering
all of the major shipping hubs to provide
our customers with unique opportunities in
both established and emerging markets.
United Kingdom
Aberdeen
Greece
Athens
People’s Rep. China
Beijing
UAE
Dubai
Switzerland
Geneva
Germany
Hamburg
USA
Houston
United Kingdom
London
Spain
Madrid
Australia
Melbourne
India
Mumbai
India
New Delhi
Australia
Perth
People’s Rep. China
Shanghai
Singapore
Singapore
USA
Southport
Braemar Plc Annual Report and Accounts 2023
0404
Investment Case
Unique proposition
As one of only two shipbroking
companies listed on the London
Stock Exchange, Braemar oers an
aractive, diversified opportunity to
invest in the shipping industry, without
the need to invest directly in vessels.
Our proven, future-facing strategy is
delivering sustainable profit and growth,
progressive dividends, and we remain
focused on delivering quality returns for
our shareholders.
Global, diversified
operations
With oces in 12 countries, including the
pivotal locations of London, Singapore
and Athens, Braemar is well-positioned
to serve key industry players globally,
across many dierent time zones and
cultures. Our operations are diversified,
including Tankers, Dry Cargo, Sale &
Purchase, Securities, Corporate Finance,
and Oshore, supporting our goal
of creating a scalable business, with
resilient profit and cash flow generation
across the economic cycle.
Facilitating climate-
smart shipping
Our global teams have proven track
records, delivering expert advice
in Chartering, Corporate Finance,
Research and Analytics, Operations,
and Risk Management. We leverage
our strong networks to secure the best
prices and performance for ourclients.
In line with our commitment to UN SDG
8.4 – decoupling economic growth
from environmental degradation – the
Group is endeavouring to promote
inclusive and sustainable economic
growth across the industry by
incorporating climate-smart expertise
into its client services. In April 2023,
the Group’s ESG eorts and future
commitments were recognised by
the Financial Times and Statista, who
named Braemar one of ‘Europe’s
Climate Leaders. This title reflects the
progress Braemar has made to reduce
its Scope 1 and 2 emissions.
Prepared for tomorrow, achieving
high-performance today.
By streamlining our key services towards our core expertise, shipbroking, we have, over the last two years, transformed the
Group’s balance sheet and delivered strong positive cashflow, with £6.9 million net cash at 28 February 2023, compared to net
bank debt of £9.3 million at 28 February 2022.
We are investing for growth, and we remain on track to achieve our stated goal of doubling the Group’s FY21 underlying
operating profit by FY25. Braemar is led by an experienced board and management team who are well positioned to continue
the execution of our growth strategy and each bring a wealth of experience to the board.
Braemar has a clear and focused growth strategy that is orientated around organic and acquisitive expansion, and we have a
strong platform to act as a consolidator in a fragmented shipbroking market.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
05
Chairman’s Statement
I am delighted to report
an outstanding year of
revenue generation and
underlying operating
profitability for Braemar.
The Group achieved
substantial revenue
growth, significantly
expanded transaction
volumes, and generated
impressive earnings,
whilst building a strong
balance sheet and
ample financial liquidity.
With a streamlined and
simplified business
model now in place,
the Group is making
excellent progress
towards its strategic,
operational, and
Environmental, People,
Social & Governance
(“EPSG”) goals.
The markets in which the Group
operates were generally favourable
during this financial year. While the Group
is cautiously optimistic about market
conditions in its key sectors in the years
ahead and has taken numerous steps
to make the business more resilient,
as shipping is an inherently volatile
and cyclical business. Factors such as
a weaker global economy, increased
environmental regulation, or commodity
export bans could dampen demand for
seaborne trade, whereas geopolitical
tensions and conflict can increase
market prices leading to higher revenue.
I was appointed in May 2021 with
a mandate to help Braemar’s new
management team in two areas: to
streamline and simplify the Group’s
operations and to develop and execute
an ambitious, shipbroking-focused,
growth strategy.
I am pleased to report that we have
made strong progress on both objectives.
The simplification of the Group is now
complete: we have disposed of all
non-core businesses and assets, and
have transformed the Group’s balance
sheet from net debt of £9.3 million on
28 February 2022 to a net cash position
of £6.9 million as at 28February 2023.
Sta numbers and transaction volumes
increased in line with our expectations,
augmented by several bolt-on
acquisitions, and the development
and execution of our growth strategy
is also progressing well. During this
past financial year, the Group acquired
a leading US shipbroker in Southport
Maritime Inc. in Florida, USA; a 10-strong
tanker desk in Madrid, Spain and a
Natural Gas desk; and an Oil Derivatives
desk in London. I am pleased to report
that the Group’s clients have responded
positively to the services we have added
to our operations and all of the additional
services are performing well.
Our targeted hiring strategy also proved
successful in the year. The total number
of people working at Braemar increased
by 6% to 384 (28 February 2022: 362),
with an increase in fixtures of 18%. It
is important to note that this growth
in fixtures was proportionately much
greater than the increase in the Group’s
broker headcount, and demonstrates
the Group’s ability to achieve non-linear
growth, with average revenue per head
increasing by 42% to £398,000.
Strong trading performance
It is well reported that the period
corresponding to FY23 was one of
strong trading in the global shipping and
energy industries. Trading in both sectors
is predominantly in US dollars, but the
Group’s major costs are in sterling.
This meant that the Group reaped the
rewards of a well-structured FX hedging
strategy as well as benefiting from
favourable foreign exchange rates.
Revenue from continuing operations rose
by 51% to £152.9 million (2022: £101.3
million), generating a 100% increase
in underlying operating profit from
continuing operations of £20.1 million
(2022: £10.1 million). Primarily as a result
of specific items, including £9.1 million
of goodwill impairment, reported profit
aer tax decreased by 67% to £4.6
million (2022: £13.9 million). Underlying
earnings per share increased by 65%
to 46.22 pence (2022: 27.95 pence), and
the Group’s reported earnings per share
decreased by 65% to 15.85 pence (2022:
45.56 pence).
Progressive dividend policy
In my statement last year, I was
pleased to announce the introduction
of a progressive dividend policy to
supplement the Group’s growth
strategy. The introduction of this policy
demonstrated the board’s confidence
in the growing financial strength and
prospects of the Group, its belief
in the importance of dividends for
shareholders, and its intention to include
the payment of progressive dividends in
the Group’s growth agenda.
As a result of the exceptional cash-
generation by the Group’s activities in the
year, I am pleased to announce that the
board is recommending a final dividend
for FY23 of 8.0 pence per share for
approval by shareholders at the Group’s
reconvened AGM on 18 December 2023,
to be paid on 9 February 2024. This
final dividend together with the interim
dividend already paid of 4.0 pence per
share, represents a total dividend for the
year of 12.0 pence, an increase of 33%
over last year (2022: 9.0 pence per share).
I am also pleased to report that
the Capital Reduction process was
completed as planned on 5 June 2023,
addressing the historic payment of
unlawful dividends and increasing the
Group’s capacity to pay future dividends.
Braemar Plc Annual Report and Accounts 2023
06
Chairman’s Statement continued
The Braemar board
The Braemar board is functioning well.
We have a well-balanced team of
executives and non-executives, with
wide ranging experience, skills and
expertise from diverse sectors, who are
united in their approach to the business.
On 31 January 2023, Stephen Kunzer,
non-executive director, stood down from
the board to take up the position of Chief
Executive Ocer of Lila Global. Stephen
played a supportive role in developing
the Group’s new growth strategy and we
wish him well in his new executive role in
the industry.
Cat Valentine joined the board, as an
independent non-executive director,
with eect from 16 May 2023. She is
a member of both the Remuneration
Commiee and Audit & Risk Commiee.
Cat is a communications professional
with extensive knowledge of the
small-cap growth companies’ market
and considerable M&A transaction
experience. As the Group continues to
develop and implement its expansion
and growth agenda, her expertise will
add considerable value to the board and
will help the Group to further deliver on
its strategic ambitions.
Grant Foley joined the board as Group
Chief Financial Ocer on 1 August
2023. Grant has more than 25 years’
experience in leading public and private
financial services and technology
businesses, and joined the Company
from ClearScore, the UK’s leading credit
marketplace, where he served as Chief
Financial Ocer. At ClearScore, Grant
drove significant improvements across
the finance function, implementing new
systems, processes and reporting as
the business scaled. Grant also brings
additional transaction experience to the
board, and his other roles have included
CMC Markets Plc where, as Group Chief
Financial Ocer and Chief Operating
Ocer, he was instrumental in the
company’s successful IPO. The board
thanks Nick Stone, who stepped down
as Group Chief Financial Ocer on
31 July 2023, for his contributions during
his four years at Braemar.
The final dividend will be paid on
9 February 2024 to shareholders who
are on the register at the close of
business on 5 January 2024, with a
corresponding ex-dividend date of
4 January 2024. The last date for
Dividend Reinvestment Plan (“DRIP”)
elections will be 19 January 2024.
Enabling climate-smart shipping
I am proud to be the Chairman of a
business which believes that taking care
of the environment, treating colleagues
and clients fairly, and maintaining ethical
business practices is not only the right
thing to do, but is also good for business.
Our corporate operations have been
globally carbon neutral for six years. This
has, to date, been achieved by investing
in oset programmes. I am pleased to
report that the Group made continued
progress in the year by further reducing
its carbon footprint and adopting more
environmentally friendly practices across
its operations. In April 2023, the Group’s
ESG eorts and future commitments
were recognised by the Financial Times
and Statista, who named Braemar
one of ‘Europe’s Climate Leaders. This
title reflects the progress Braemar has
already achieved to reduce its Scope
1 and 2 emissions. There is more to
be done to enhance the Group’s
measurement and reduction of Scope 3
emissions, and I look forward to
reporting on progress in this area in
the coming years.
Braemar is incorporating climate-
smart expertise throughout its client
service oering, and, as a business,
we are commied to exploring new
ways to enable our clients to achieve
their sustainability ambitions. Over
the last year, we have developed our
sustainability oering further. As well
as being able to service the voluntary
carbon market via Braemar Oset, the
Group is now providing clients with
the access to the mandatory carbon
credits they need to fulfil their obligations
under the EU’s Emissions Trading
System(“ETS”).
I am proud to be
the Chairman of
a business which
believes that
taking care of the
environment, treating
colleagues and
clients fairly, and
maintaining ethical
business practices is
not just the right thing
to do, but is also good
for business.
Nigel Payne
Chairman
Photo: (c) MRL and Louis Dreyfus
Corporation, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
07
Internal independent investigation
As announced on 26 June 2023,
the board commenced an internal
independent investigation into an
historical transaction dating back to
2013. As a result, the publication of these
financial results was delayed, and the
Group was not able to publish its FY23
results by 30 June 2023 as required
under the Financial Conduct Authority’s
Disclosure Guidance and Transparency
Rules. Consequently, the Company
requested that trading in its ordinary
shares be suspended, this request was
granted and suspension in the trading
of the Company’s ordinary shares took
eect on 3 July 2023. The investigation
was overseen by an Investigation
Commiee, chaired by myself and solely
comprising the independent non-
executive directors. The investigation
was conducted by FRP Advisory
Trading Limited, an independent
specialist forensic accounting firm,
and independent external counsel.
The investigation was complex, it was
comprehensive and ultimately focused
on a review of several transactions
between 2006 and 2013.
The investigation has now been
completed. The board and the Group
have acted promptly to address the
process and control areas that were
identified as requiring improvement,
including taking key remedial actions and
the necessary steps to comply with the
Group’s legal and regulatory obligations.
The board is commied to maintaining a
high standard of corporate governance
and will ensure the remedial actions
are tracked through to completion.
The Group has recognised a provision
in relation to these transactions,
which is primarily historical unseled
commissions payable and is treated as a
balance sheet reclassification as detailed
in the Financial Review, which the board
considers appropriate at this time.
Our most valuable assets
On behalf of the board, I would like
to thank every one of the Group’s
employees for their hard work and
dedication; our clients for their trust and
support; and our shareholders for their
continued confidence in our Company.
Over the past year, the Group continued
to invest in its people. We expanded our
teams across the globe, implemented
new programmes to aract and retain
top talent, and our strong performance
is due to their hard work and creativity.
As a result of their successes, the
Braemar brand continues to rise. This is
now beginning to create a virtuous circle,
in which, as our reputation grows, we are
beer able to aract high performers,
who further enhance Braemar’s
performance, working environment,
brand and overall client oering to the
benefit of all stakeholders.
There is a renewed energy within
Braemar, and the business is in a good
place, led by our excellent Group CEO,
James Gundy, and his experienced
executive management team. The
energy, drive and focus within the
business is there to be seen.
Outlook
The market conditions in the Group’s
core sectors, shipping and energy,
generally remain healthy, and the
long-term outlook for the Group
remainsfavourable.
Trading in FY24 to date has been
good (and in line with the board’s
expectations), as the benefits of
Braemars increased breadth, depth,
and scale continue to compound. As
expected, the investments made in
the last year have increased the cost
base for the new financial year, but also
provide a platform for further growth in
future years. The Group remains on-track
to double FY21’s operating profit by FY25,
delivering strong returns and creating
long-term value for our stakeholders.
With this growth-focused strategy
delivering strong results, the board looks
to the future with confidence.
Nigel Payne
Chairman
15 November 2023
Braemar Plc Annual Report and Accounts 2023
08
Business Model and Strategy
Strategic direction
Focused on
shipbroking
Our business model
Why BraemarWho we are What we do
Expert advisers in
investment, chartering
and risk management
for the shipping and
energy markets.
Our integrated teams deliver creative
solutions and tailored support for
customers around the world, placing
Braemar at the forefront of the
shipbroking industry.
Purpose
To leverage our expertise and experience
to secure sustainable returns and mitigate
risk in the volatile worlds of shipping
andenergy.
How we operate
Experienced brokers work in tandem
with specialist professionals to oer
an integrated service supported by
acollaborative culture.
Management structure
Our team draws on a wealth of diverse
sector experience to provide the most
advanced market intelligence in the
shipping industry.
Vision
To enable more prosperous, secure and
sustainable global trade within the shipping
and energy industries.
Investment Advisory
The right vessels, at the right price, at
the right time. Our team combines years
of commercial, financial, technical and
operational expertise with the most
comprehensive market analytics in the
industry to create investment opportunities
that are both protected and maximised for
sustainable returns.
Chartering
Customised chartering solutions built
around the specific needs of our clients.
By investing in cuing-edge technology
and bespoke databases, our brokers and
analysts create innovative strategies that
deliver long-term gains over short-term
fixes.
Risk Advisory
Volatile price movements are
commonplace in shipping markets. Our
Securities desk helps our clients manage
their exposure by providing a liquid
marketplace, while our Corporate Finance
desk assists those facing liquidity crunches
with loan portfolio pricing, management
and restructuring.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
09
Our strategic
priorities will
enable us to
take advantage
of future growth
opportunities.
01
Grow
Shipbroking
breadth and
market share
Technology-
driven
innovation
Continue to
build our brand
02 03
Continue to
diversify and grow
our geographical
presence
Expand our activities
into growth sectors
including renewables,
as well as regulated
and voluntary
carbonoseing
Further growth of our
capabilities in existing
areas of business
Further integrate
Corporate Finance
activities globally
Develop technology
solutions through our
Digital Transformation
programme that
enhance our oering
as a broker
Delivering a carbon
oseing solution with
Braemar Oset
Continue to develop
Braemar Screen in
partnership with Zuma
Labs Limited
Deliver market-leading
digital solutions to the
shipping industry
Future-proof our
business
Use our upgraded
brand as a bedrock
for growth
Use our upgraded
brand as a
springboard for
cross-desk and cross-
country collaboration
Launch of our
inaugural Trainee
Shipbroker Scheme
How we operate
Expertise
Information can empower – but only when
you know how to use it. Our specialists
know exactly how market intelligence
can be applied to give our clients the
bestadvantages.
Experience
We draw on in-depth knowledge and a
wide breadth of coverage to help clients
navigate a complicated landscape.
Values
We are commied to proactive, measurable
Environmental, People, Social & Governance
(“EPSG”) initiatives and the facilitation
of climate-smart shipping. We set high
standards for our team and give them
clear frameworks and policies within
whichtooperate.
Collaboration
By sharing knowledge and resources
across desks, our team can anticipate
our clients’ needs and provide prompt,
informed solutions.
Braemar Plc Annual Report and Accounts 2023
10
Strategy in Action
There are clear synergies for
Natural Gas with our shipping
desks. We have similar client
bases, and there are big
opportunities to expand the
breadth of activities.
Marc Jarvis
Head of Natural Gas,
Braemar Securities
Enhancing our Securities oering
and diversifying into the energy
broking space
In late 2022 Braemar acquired a
talented and resourceful Natural Gas
derivatives team with a long track record
ofsuccess.
The acquisition was a response to
a clear need in the energy market
for assistance navigating volatile
rate changes and price fluctuations,
and, the Nat Gas desk additionally
complements our market-leading
RiskAdvisoryfunction.
Nat Gas fits with our profile of seeing
the synergies with the products that our
clients are transporting, and capitalising
on the opportunities provided by the
overlap with our Chartering operations.
A new chapter
forBraemar
Enhancing
our Securities
oering
01
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11
The desk is primarily dealing in EU gas,
UK National Balancing Point (“NBP”) gas,
and LNG. They are also able to broke EU
Allowances (“EUAs”), which are carbon
credits used in the European Union’s
Emissions Trading Scheme (“EU ETS”).
From 2024 all ships greater than 5,000GT
transporting cargo or passengers for
commercial purposes will be subject to
these rules, and the vessels’ owners will
be required to account for their carbon
emissions. Due to the partnership
between our Chartering and Energy
Derivatives desks, we’re uniquely able
in the shipbroking industry to help our
clients manage their EU ETS compliance
via physically delivered, and exchange
cleared EUAs.
The desk serves a sophisticated and
demanding client base, including many
of Europe’s leading energy companies
as well as banks and hedge funds,
and we are pleased to see that it has
become profitable for Braemar ahead
ofourexpectations.
Photo: (c) Alpha Gas,
all rights reserved
Braemar Plc Annual Report and Accounts 2023
1212
However, due to ships transporting
approximately 90% of global trade, the
industry is cumulatively responsible
for 3% of worldwide greenhouse
gasemissions.
As a Company which is primarily a
shipbroker, Braemar’s environmental
footprint is a tiny percentage of the
shipping industry’s emissions. However,
we work in an industry that is not
currently on course to meet its 2050 and
‘Net Zero’ commitments. As an adviser,
this presents a huge opportunity for us
to provide access to solutions that help
our clients to achieve their sustainability
ambitions. We want to be a driver and
influencer of that change, and over the
last year we have invested further in
expanding our sustainability oering.
Further details on what this means for
our business are as follows:
Facilitating
climate-smart
shipping
Ships will remain the most cost and
energy ecient method to transport
freight for the foreseeable future.
Strategy in Action
Neutralising our
historical emissions
via carbon osets
We recognise that there are steps
which we can take to remediate our
historical emissions from our operations.
Through Braemar Oset and our
partner, CHOOOSE, we have completely
oset our reported corporate carbon
footprint since 2017. We are pleased
to be continuing to invest in projects
which bring substantial benefits to
underprivileged communities, protect
fragile ecosystems, and create more
diverse and inclusive workforces.
Developing a
green” mindset
As a business, we are commied to
reducing our carbon footprint and
playing our part in the shipping industry’s
drive to ‘Net Zero. We are doing this by
becoming more energy ecient, making
greener commercial choices, and
incorporating sustainability into our client
services and our decision making at a
desk and Group level.
Technology-
driven
innovation
02
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1313
Providing access
to voluntary and
mandatory emission
reduction solutions
Enhancing our
renewables
oering
Helping our
clients navigate
new regulations
We have invested in solutions that
enable our clients to fulfil their voluntary
ambitions, as well as to ensure their full
compliance with the European Union’s
ETS (“Emissions Trading Scheme”).
Braemar Oset enables our clients
to fulfil their voluntary sustainability
ambitions, by directly connecting them
with some of the most impactful and
verified climate projects available today.
In partnering with Braemar Oset,
companies can proactively play a role
in improving their green credentials and
helping to accelerate climate action.
Through our new Natural Gas derivatives
desk, we can oer direct access to
European Union Allowances (“EUAs”).
The EU ETS is a cornerstone of the
EU’s policy to combat climate change,
and from 2024 it will apply to ships
calling at EU ports above 5,000 GT
transporting cargo or passengers for
commercialpurposes.
We are investing in our renewables
oering, as part of our overall growth-
orientated strategy. We are positioning
the business to support the transition
to a low carbon economy and for
future growth in renewable energy
and low carbonfuels.
While transporting fossil fuels is a key
part of our clients’ businesses today,
we expect and are planning for major
change on this front as the industry
transitions to ‘Net Zero.
Braemar sees ships throughout their
lifecycle, and this presents opportunities for
collaboration and value creation. We see
them when they start life on our Newbuilding
desk; through changes of ownership via
our Sale & Purchase desk; as they voyage
around the globe under instructions from
our Chartering desks; and finally, as they
reach the end of their working lives, with our
Recycling desk. By working in partnership
with our clients, we use our expertise
and experience to maximise that vessel’s
potential, while minimising its aggregate
environmental footprint.
The rules which govern shipping are
increasing year-on-year, and the primary
focus is environmental improvement.
Regulations, such as the EU ETS, as well
as major new technical measures such as
the Energy Eciency Existing Ship Index
(“EEXI”) and the Carbon Intensity Indicator
(“CII”), are changing the way ships trade
and making it much less viable to operate
inecient ships. Across our Chartering and
Shipping Investment desks, we are focused
on helping our clients to ensure that their
assets and future investments are cleaner,
safer, and more productive.
Photo: (c) Oldendor, all rights reserved
Braemar Plc Annual Report and Accounts 2023
14
Group Chief Executive Ocer’s Statement
I am delighted to present
our Annual Report for
FY23. This is my second
year as Group CEO, and
I am extremely proud to
announce such a strong
set of results.
Together they are enabling us to be
a platform for consolidation in the
fragmented shipbroking market, and
we expect to continue diversification
within shipbroking, in addition to growing
organically and through M&A.
As part of the execution of our
shipbroking-focused growth strategy we
achieved significant milestones in FY23
including the acquisitions of Southport
Maritime in the US, and a new tanker
desk in Madrid. We also continued to
enhance our Securities oering with the
launch of new Oil derivatives and Natural
Gas derivatives desks, which strongly
complement our existing Tanker and
Dry Cargo FFA desks. Our clients are
responding favourably to our enhanced
and diversified oering and the synergies
which they provide.
Internal independent investigation
As detailed in the Chairman’s Statement,
the internal independent investigation
commenced in late June 2023 has
now been completed. It was time
consuming and complex and I would like
to thank the independent Investigation
Commiee for overseeing the process.
I would also like to thank our clients
and shareholders for their patience
and understanding during this period.
Braemar and its people have shown
considerable resilience throughout
this period, and I want to thank all our
employees for their hard work and focus.
Braemars growth and achievements this
year would not have been possible without
the relentless hard work and dedication
of our global team, whose commitment
to excellence continues to drive our
performance and inspires me every day.
Building on strong foundations
Throughout a year of many challenges
for the global economy, we remained
firmly focused on delivering value to all
our stakeholders. Our commitment to
innovation and operational excellence
has enabled us to remain agile and
responsive in the constantly evolving
shipping and energy landscapes.
As I outlined last year, our main ambition
over the medium-term is to achieve a
sustainable annual underlying operating
profit, that regardless of market factors,
is double the £8.9 million underlying
operating profit in FY21.
In FY23, we achieved 51% revenue growth
and increased our underlying operating
margin from 10% to 13% over FY22. In the
My key focus upon becoming CEO
was to return to our core expertise,
shipbroking, as this has always been
at the centre of our success. We have
simplified the business and returned
it to growth, which in turn has placed
Braemar firmly back on a growth
trajectory. We have achieved this by
capitalising on strong markets, selling
non-core businesses, reducing our debts
and subsequently investing in the long-
term resilience of the Group.
The successful implementation of this
strategy has achieved excellent results
for the Group in FY23. Underlying
operating profit rose by 100% to £20.1
million (FY22: £10.1 million), and revenue
increased by 51% from £101.3 million
to £152.9 million, as revenue and
fixture volumes increased on almost
every Shipbroking desk. It is worth
emphasising that the growth the Group
has achieved in terms of revenue and
profit are from a business that has a
much lower headcount (compared with
the headcount prior to the Cory Brothers
sale in March 2022) and has been hugely
simplified since I became CEO in 2021.
Average revenue per head for FY23 was
£398,000, an increase of 42% on the
prior year.
We have a deeply experienced
leadership team that knows this industry
inside and out, and a strong balance
sheet that is built for growth.
year under review, we delivered further
gains in revenue and profitability. Net
bank cash at 28 February 2023 was £6.9
million, helped by the initial proceeds of
the sale of Cory Brothers (£6.5 million)
in March 2022 but aer cash outflows
for acquisitions totalling £7.3 million
(Southport for £6.3 million, and a new
tanker desk in Madrid for £1.3 million
upfront) – a substantial improvement
on the net bank debt of £9.3 million at
28 February 2022. Profit aer tax was
£4.6million (FY22: £13.9 million), largely
lower due to the impairment of goodwill
relating to the Corporate Finance
business.
Over this financial year, trading has been
good across our Chartering and Sale
& Purchase desks, as well as on our
Investment and Risk Advisory desks.
Chartering fixture volumes were up 18%
across all desks, Risk Advisory revenues
increased 42%, and Sale & Purchase
transactions volume grew 23%.
Buoyant shipping and
energymarkets
In our industry, earnings are determined
by the relationship between the supply
of ships and the demand for ships. At
its simplest, shipping is ‘Economics 101’.
While there are variations from sector to
sector, the key positive supply factors
were shared across the industry: longer
voyage distances, minimal fleet growth,
and supply-chain ineciencies. All these
factors will remain in FY24 although they
are likely to moderate and the demand
picture in most sectors supports a
positive rate floor.
Oil demand growth is back to where it
was pre-Covid, and the IEA predicted
in May 2023 that global oil demand
in 2023 would be two million barrels
per day higher than in 2022. Despite
oil companies wanting newer ships
to reduce the risks of accidents, the
average age of the global fleet is
becoming much older than it has been
historically. Low scrapping and an
unusually low orderbook is expected to
further shrink the availability of modern
ships over the next few years. This puts
a high floor under tanker rates during a
period when energy security concerns
have increased voyage distances and
tanker demand growth has accelerated
relative to oil export volume.
The average age of the bulk carrier fleet
is also increasing, while the orderbook
for new ships is very small by historical
standards – and it is a similar story in
sectors such as Oshore.
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15
With demand for green energy and dry
cargo commodities growing globally,
combined with increased consumer
demand now that China’s Zero Covid
policy has been revoked, we can
expect to see positive returns over the
mediumterm.
It is worth noting that not all markets
are strong at the same time, and
events impact shipping sectors in
dierent ways. For example, in broad
terms, Covid was good for dry cargo,
and bad for tankers. This is why we
are prioritising diversification in our
shipbroking operations: and this is a
key strength of the Group. Resilience
through diversification is what will enable
Braemar to be successful throughout
the business and shipping cycles.
Investing in our EPSG
As I said in my report last year and
have emphasised since, we remain
commied to delivering sustainable
growth and value to our shareholders
and contributing to the communities
and environments in which we operate.
We are proud of the positive impact that
our business has, and it will always be a
Group priority to operate ethically.
Our sustainability strategy focuses on
minimising our environmental impact,
encouraging diversity and inclusion,
and supporting local initiatives that
drive positive change. We believe that
shipping has a critical role to play in
shaping a more sustainable world, and
we are commied to doing our part.
Outlook: A stronger, more
resilientbusiness
Our resilience and adaptability have
been tested over the last year, but our
commitment to our strategic vision and
values enabled us to emerge stronger
than ever. A year on since my first CEO
statement, I am delighted to be able to
say that we have achieved the results
we promised across every metric, and
now we are a much more diversified and
resilient shipbroking business.
We have invested in our people,
expanded our product portfolio, and
entered new markets and locations
to diversify our revenue streams and
mitigate risk. The investments that we
have made, as we implemented our
growth strategy, have enabled us to stay
ahead of the curve in a rapidly changing
industry, and will provide the foundations
for an even stronger business in the
years to come.
It is an exciting time to be at Braemar.
Shipping is undergoing huge changes:
in fuels, in trade paerns, and in the
global regulations that govern how
we operate. Thanks to these types of
developments, the markets in which we
operate are facing major volatility, and
to achieve success in them requires the
highest levels of expertise and practical
experience. The investments that we
have made since I became CEO have all
been in the service of ensuring that we
are able to continue to be able to deliver
best-in-class advice, and to maximise
the value we create for our clients.
The Group has traded well in FY24 to
date and we are on track to achieve the
sustainable doubling of FY21’s underlying
operating profit by FY25. Given our
investments, costs will be higher in FY24
and we have incurred non-recurring
costs of c£2.5m in relation to the
investigation. However, we have built
strong foundations in my first two years
as CEO and there is much more work
to be done to achieve the Group’s full
potential. I look forward with confidence
to the remainder of the year, as we
relentlessly continue to execute our clear,
growth-focused strategy.
I would like to express my gratitude to
our shareholders, employees, clients,
and partners for their continued support.
Our successes would not have been
possible without the hard work and
dedication of our talented teams, or
the trust and loyalty of our clients and
partners. I look forward to another
successful year ahead and remain
commied to delivering exceptional
results for all our stakeholders.
James Gundy
Group Chief Executive Ocer
15 November 2023
Our strategy of focusing onshipbroking is
undoubtedly thekey to our success. We’ve
taken the business back to its basics, put
it on an even keel, andnow we’re seeing
theresultsof thestrategy.
James Gundy
Group Chief Executive Ocer
Photo: (c) AAL, all rights reserved
Braemar Plc Annual Report and Accounts 2023
16
Continued
growth through
acquisition
Strategy in Action
16
These combined locations provide the ideal
platform for us to fully penetrate the North and
South American markets and add beneficial
scale to the Group’s activities.
Tris Simmonds
Group Chief Operating Ocer
Southport Maritime is one of the
highestvolume US-based shipbroking
tanker companies.
Grow
Shipbroking
breadth and
market share
01
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Strategic Report Governance Financial Statements
17
Southport Maritime Inc. is recognised
as a specialist for crude and refined
products in the North American export
market, as well as in the Latin American
and Caribbean markets.
With a particular focus on spot tanker
fixtures, Southports 18-strong team
has a reputation for high performance
within the industry. Since it was founded,
Southport has enabled its clients to
transport billions of barrels of liquid
petroleum and oil products worldwide,
helping them to benefit from both
short-term volatility and long-term
industrytrends.
Working from oces in Florida, the
Southport team complements Braemar’s
existing Tanker desks in London,
Singapore, Madrid, Houston, and Geneva,
as well as significantly enhancing
Braemars presence in the Americas.
These combined locations provide the
ideal platform for us to fully penetrate
the North and South American markets
and add beneficial scale to the
Group’sactivities.
Southport Maritime increases
Braemar’s presence in the
Americas
Enhancing Braemar’s coverage in
the Americas has been an important
strategic goal of Braemar, since the
board launched its growth agenda in
November 2021.
In Southport, we have acquired one
of the leading tanker shipbrokers in
the USA, and strongly enhanced our
presence in the Americas.
Photo: (c) Euronav, all rights reserved
Braemar Plc Annual Report and Accounts 2023
18
Enhancing Braemar’s Security Oering
An interview with Group
Chief Operating Ocer,
TrisSimmonds
Building on
ve years of
progress
Over the last year, Braemar has
continued to build its Securities oering
with the arrival of a ten-strong Natural
Gas derivatives desk, and a new Oil
Derivatives desk.
These desks are complementary
additions to Braemar’s Securities
oering, which has substantially grown
revenue and market share in recent
years. Braemar’s Securities desks now
employ almost 40 people.
The new Natural Gas derivatives and Oil
derivatives desks follow the successful
acquisition and integration of Atlantic
Brokers – which Tris Simmonds led – in
2018, the launch of BraemarScreen in
2020 that brought new levels of price
transparency to dry freight derivatives,
and a highly successful two-decade
Tanker FFA partnership with GFI.
Tris Simmonds began his career as an
oil broker at Spectron Energy, before
moving to GFI and co-starting its Oil
Derivatives desk, as well as subsequently
helping to launch its European Power,
Gas and Coal desks, and helping to set
up Braemars Tanker FFA JV with GFI.
Between 2001 and 2012, Tris was the
Head of Coal and the Head of EMEA
Physical Commodities at GFI. In 2013, Tris
co-founded Atlantic Brokers, a business
that he subsequently sold to Braemar
in 2018. Tris has been an Executive
Commiee Member of Braemar for five
years, and Braemar’s Chief Operating
Ocer since 2021.
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Braemar Plc Annual Report and Accounts 2023
19
The Natural Gas desk
is another addition to
our Securities oering,
which has substantially
grown revenue and
market share in
recentyears.
Tris Simmonds
Group Chief Operating Ocer
Over the last five years, Securities’
share of Braemar’s revenue has
quadrupled. Why have these desks
been so successful?
A – In Sander Bots and Andy Hill, Michael
Grin, and, laerly, Jay Lovell we’ve had
strong, capable desk leaders who have
built very talented teams. Marc Jarvis and
Rebecca Reed-Sperrin are at dierent
stages of their desks’ development,
but I expect to see them grow in a
similarway.
Our Tanker FFA desk is a strategic
agreement with GFI that’s more than 20
years old, and the value that it creates for
Braemar continues to compound year
aer year.
On our Dry Cargo FFA desk, we have
found a niche by supplying products to
a marketplace that – for all intents and
purposes – didn’t exist. There have been
aempts to create a trading screen for
the dry FFA market, but they provided
incomplete solutions. Braemar Screen
has enabled customers to simplify their
internal workflows, and the provision
of liquidity, coverage, and pricing
removed the friction from their ability to
executetrades.
What can Braemar’s clients expect
from its Securities desks in the
coming years?
A – In the coming years there will be
substantial change in how shipping
must account for its greenhouse gas
emissions. The European Union’s
Emissions Trading System (“EU
ETS”) is one of the first to aempt
this, but it wont be the last. We’re
investing in the solutions and expertise
required to enable our clients to
achieve their regulated and voluntary
sustainabilityambitions.
To date, the only option that charterers
and owners had for managing their EU
ETS risk was to go to a specialist EU ETS
provider. However, we can now provide
that access directly, via our new Natural
Gas desk. They’ve been executing clean
spark spreads (this is the dierence
between the wholesale market price
of electricity and its cost of production
using natural gas) - buying natural gas
as well as the required number of carbon
allowances to oset the gas’s emissions
- for their customers using EU ETS for
several years.
Why did Braemar choose to invest
more in its Securities oering?
A – Providing access to more energy
products was always part of our growth
strategy. There are clear synergies with
our chartering desks, and many of our
clients have told us that they need beer
market access.
When I worked at GFI, it was clear that
their Coal desk existed because of their
European Power and Gas desks, and
that, in turn, supported the work of their
EU Allowances (“EUA”)/EU Emissions
Trading System (“EU ETS”) desk.
There’s a complementary crossover of
derivatives traders in shipping and the
kind of products they trade. Not only are
they trading freight, but because of the
nature of how freight prices are dictated
they’re oen trading the underlying
products as well.
The most notable ones have historically
been iron ore and coal, and weve seen
consistently strong value from our
Coal desk and our Dry Cargo desks,
so we recognised that there were
clear opportunities for us to develop
similar synergies across our Investment
Advisory and Chartering operations.
What are the benefits to having
greater access to a derivatives
oering for Braemar’s clients?
A – We’re simplifying the process
of execution, and we’re providing
intelligence value well beyond just
providing a screen to check on prices
and execute a deal.
We’ve been able to do this because
we’ve brought in talented teams with
good track records, strong customer
bases, and deep product knowledge.
They’re natural collaborators that work
closely with our Chartering desks. This
makes them more aractive brokers
because of how their knowledge and
understanding of their market – whether
it’s price, volume flow, or cargo volumes
– is improved.
This is going to be particularly aractive
because most of our Chartering clients
don’t want to have to execute a futures
contract every time they fix a ship. If
you do that in-house you then have
to deal with the initial margining and
the variation margining challenges. In
addition, the physical charter versus the
possible hedge that you’re doing with
your EU ETS can become two totally
dierent risks to control. Managing
these challenges requires very specialist
skillsets as well as large balance sheets,
because if you execute your own futures
contracts they will quickly become
capital intensive.
EU ETS is a complex mechanism, and
it carries risks that are not correlated
to shipping. If you don’t have the right
experience to manage its challenges,
you’re going to struggle to handle it
eciently and cost-eectively.
Braemar Plc Annual Report and Accounts 2023
20
Key Performance Indicators
Exceeding
expectations
Photo: (c) Splietho, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
21
Revenue Number of employees
(average across the year)
Underlying
operatingprofit
Equity scheme
participation
Cash generated
fromoperations
Number of locations
£152.9m
2022: £101.3m
2023 £152.9m
+51% +6%
2022 £101.3m
384
2022: 362
2023 384
2022 362
£20.1m
2022: £10.1m
2023 £20.1m
+100%
+65%
2022
N/A
2022: 37%
2023 N/A
2022 37%
£22.1m
2022: £20.5m
2023 £22.1m
+8%
2022 £20.5m
12
2022: 11
2023 12
2022 11
Reported EPS
15.85 pence
2022: 45.56 pence
2023
2022 45.56p
Number of oces
17
2022: 14
2023 17
2022 14
Underlying EPS
46.22 pence
2022: 27.95 pence
2023 46.22p
2022
Full-year dividend
pershare
12 pence
2022: 9 pence
2023 12p
2022 9p
+33%-65%
no new scheme,
no new joiners
27.9 5 p
£10.1m
15.85p
Braemar continued to trade
well throughout FY23.
The performance of our Shipbroking
business was very strong, with revenue
and profit well ahead of our expectations
and the preceding financial year’s results.
The success we have realised this year
is due in large part to our decision to
divest non-core assets and streamline
our operations in FY22. Thanks to our
greater focus on Shipbroking, we were
able to capitalise more eectively on
the opportunities in the market and to
create substantially enhanced value for
our clients.
We have realised total revenue growth
of 40% in Investment Advisory, 57% in
Chartering, and 42% in Risk Advisory,
as well as an 8% increase in cash
generated from operations.
All KPIs relate to continuing operations.
22
Market Review
During FY23, shipping markets
performed well. Earnings across the
Container, Gas, and Tanker markets were
some of the highest recorded in the last
20 years, and Dry Cargo revenues were
close behind.
As we look ahead, we are cautiously
optimistic. Sentiment in the short and
medium term, as measured by time
charter rates, is broadly positive, and
the vessel supply and freight demand
pictures for the shipping markets look
promising in our two biggest markets
– Tankers and Dry Cargo – over the
foreseeable future.
The delivery schedule of ships in almost
all sectors remains manageable; many
ineciencies in global supply chains
remain post-Covid; large parts of the
tanker and dry cargo fleets are travelling
much longer voyage distances due to
sanctions; and vessel scrapping is likely
to pick up ahead of a stricter regulatory
environment and an increased focus on
ESG-criteria for investments.
We now present a FY23 summary of our
three business segments: Investment
Advisory, Chartering, and Risk Advisory.
Photo: (c) Xiamen, all rights reserved
Braemar Plc Annual Report and Accounts 2023
Strategic Report Governance Financial Statements
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23
Strategic Report Governance Financial Statements
23
Operating Review
Investment
Advisory
Investment Advisorys revenue increased
by 40% from £26.3 million in FY22 to
£36.8 million in FY23 and represented
24% of Braemar’s total revenue.
Sale & Purchase/Newbuildings
Sale and Purchase activity has remained
strong with a record number of second-
hand sales across all sectors and
desks. The strong spot tanker market
has contributed hugely to a significant
rise in tanker asset prices, and the
tail-end of the strongest container
market in decades has created many
high asset value transactions. The
desk has continued to grow its forward
orderbook in many sectors, including
LNG, Bulkers and Tankers. Newbuilding
berths have been at a premium, and the
desk’s strong relationships with leading
shipyards have reaped benefits for its
clients. However, with strong freight
markets across the board, ship recycling
volumes have remained light. The desk
is optimistic about the outlook for the
wet and dry freight markets in FY24 and
expects this to continue to translate into
a good volume of transactions.
Corporate Finance
Strong earnings in 2022 and the start of
2023 across most sectors have meant
that many shipowners have achieved
significant profits and accumulated
large cash reserves. Many owners
decided to use their profits to opt for
more conservative financing structures.
As a result, the diversity of Corporate
Finance’s mandates has varied
considerably. These diverse projects
have included the disposal process for
the Cruise Ship Global Class One out of
the insolvency of the German yard MV
Weren, restructuring in the Oshore
space, disposals in the Container market,
and inland waterway M&A advisory.
Despite these successes, revenue
and profits were down compared to
the previous year. Corporate Finance
successfully launched a new oce
in Athens, Greece, and expanded its
Singapore oce.
Photo: (c) Big Li Shipping,
all rights reserved
Braemar Plc Annual Report and Accounts 2023
24
Operating Review continued
Chartering
Chartering’s revenue increased by 57%
from £63.0 million in FY22 to £99.2 million
in FY23 and represented 65% of Braemar’s
total revenue. Fixture volumes increased by
18% compared with the previous year.
Tankers
Vessel earnings increased across all
classes of Deep Sea Tankers. The
increase in long-haul voyages because
of changes to crude trade flows was
the major driver for Aframaxes and
Suezmaxes, and VLCC earnings were
driven by increased activity in the US
Gulf. However, VLCC demand was limited
by the economic restrictions in China
which were removed only recently.
The acquisitions of Southport and
the new desk in Madrid have already
created several productive cross-oce
collaborations, and further enhanced and
complemented the quality of Braemar’s
global coverage, particularly for the
Spanish clean markets and US Gulf’s
crudes and oil products.
Supply chain challenges prompted
by the pandemic and a resurgence of
interest in nearshoring and reinvigorating
American manufacturing put the Jones
Act in the spotlight this year. Demand is
likely to remain strong, and further use of
its waterways to transport freight looks
increasingly likely. The US Flag desk
has seen strong rates in FY23 which
look likely to continue, and recently
launched an Inland desk to capitalise on
opportunities in that market. The desk
worked with three oil majors for the first
time last year, and the desk is currently
on track for 30% revenue growth.
Dry Cargo
Coal was the major theme of the year as
natural gas prices soared and countries
sought less expensive energy sources.
The orderbook remains historically
low, and new environmental regulation
arriving in 2023-24 – with more on the
horizon – is likely to set the tone for
a favourable vessel supply/demand
balance in the coming years. Dry Cargo
has continued to strengthen its presence
in strategic bases such as Athens,
Greece, and Sao Paulo, Brazil. The desk
has already seen positive results from its
ability to leverage those enhanced local
relationships. In Australia, major gains
have been seen in the grains market,
and solid Contract of Areightment
(“COA”) cover – an agreement to
transport a given quantity over a fixed
period – for 2023 has strengthened
relationships with key charterers.
Photo: (c) Sentinel Marine, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
25
Specialised Tankers
FY23 saw the strongest chemical and
European coastal products tanker market
for many years. This was primarily caused
by reduced ship supply – increasing ton-
miles, swing tonnage exiting chemicals,
and a reduced order book –, and these
tailwinds are unlikely to completely
disappear in FY24. The desk continued
to grow, and it is capitalising on its
investment in research, and geographical
expansion to Dubai, Houston, and
Melbourne which strongly complement
the main desk in London. This growth has
enabled Specialised Tankers to expand
its reach and market share, and to realise
further intra-desk synergies.
LNG
The elimination of Russian pipeline gas
supply to Europe, in large part because of
the war in Ukraine had profound eects
on the LNG market. Long established
trade routes switched from West to East
as US gas volumes were directed to
Europe to replace Russian volumes. Gas
prices soared and with it demand for
medium and long-term LNG shipping,
with rates for certain vessels peaking
at approximately USD 500k per day. In
line with Braemar’s growth strategy, the
LNG desk has grown to six people, split
between London and Geneva. Revenue
continues to be well diversified across
the desk’s activities, and there is further
growth planned into in FY24.
The Dry Cargo desk has also been
instrumental in helping the United
Kingdom’s Ministry of Defence
department fulfil its multipurpose
vessel (“MPP”) requirements, and it
worked closely with the UN’s World
Food Programme to help ship fertiliser
to Malawi to help it reduce the costs of
crop production.
Oshore Energy Services
The Renewables and Oil & Gas markets
delivered growth throughout the year.
Vessel supply was insucient to meet
demand, and charter rates increased
substantially. A lack of newbuilding
orders in recent years increases the
likelihood that these rate levels are going
to remain elevated for a prolonged
period. This shortage of vessels has led
to substantially increased S&P activity
for the desk, particularly in the Platform
Supply Vessels (“PSV”) and Subsea
sectors. The desk’s forward order book
growth to March 2023 was double that
of March 2022, and the outlook for the
year ahead is positive with the volume
of term fixtures increasing, and spot and
term rates likely to continue to improve.
LPG & Petrochemicals
Prospects for the freight market look
positive as Very Large Gas Carrier
(“VLGC”) shipowners expect increased
vessel demand, despite the current
forward order book of approximately
20% of the existing fleet. Similarly, in the
Medium Gas Carrier (“MGC”) market the
outlook remains good; mostly due to the
projected expansion in liquid ammonia
shipments in the near future. From a
shipping perspective the Petrochemical
segment had a reasonably strong year,
and the Pressurised segment had a
solid year with improved results from
both spot and time charter coverage.
Braemars LPG & Petrochemicals desk
has enhanced its MGC and VLGC
presence with the recruitment of an
ex-bunker broker, and concluded two
new long-term petrochemical COAs as
well as renewing another. The desk has
realised increased time charter coverage
and grown its customer base this
year, with several promising long-term
projects on the horizon for FY24.
Photo: (c) Kyklades Maritime Corporation,
all rights reserved
Braemar Plc Annual Report and Accounts 2023
26
Operating Review continued
Risk Advisory
(Securities)
Risk Advisory’s revenue increased by 42%
from £12.0 million in FY22 to £17.0 million
in FY23 and represented 11% of Braemar’s
total revenue.
Dry Cargo Derivatives
The FFA market reflected the volatility
of the Dry Cargo market over the last 12
months, but the outlook for the next year
and beyond is looking likely to be fertile.
Volumes across the market have grown
dramatically, and continue to increase,
with more non-traditional financial capital
increasingly finding its way into the FFA
market. The Dry Cargo FFA desk has also
started to reap the benefits of Braemar’s
investment in its Securities businesses,
including through the launch of Dry Cargo
FFA operations for Asia in Singapore, as
well as hiring several brokers. The addition
of the Natural Gas and Oil Derivatives
desks has led to cross-desk synergies as
the business is able to service customers
across asset classes, and Braemar
Screen continues to provide the markets
leading technology platform.
Natural Gas Derivatives
The Natural Gas market is returning to
price normality aer the major shock it
endured when Russia invaded Ukraine in
2022. Substantial pressure on Nat Gas
availability led to record high spot prices,
and gas import markets remain sensitive
to further supply restrictions. Braemar’s
Natural Gas desk started operations in
January 2023, and is already profitable. It
has successfully launched a new product
- Trade At Heren (“TAH”) - that the market
hasn’t previously traded, and the desk is
receiving significant interest in its ability
to broker European Union Allowances
(“EUA”) for compliance with the EU’s
Emissions Trading System(“ETS”).
Photo: (c) Global Class One,
Global Dream, all rights reserved
Braemar’s Securities business consists of four derivatives markets: Dry Cargo, Natural Gas, Oil, and Tanker.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
27
Oil Derivatives
In the oil markets the last 12 months
have been marked by high volatility and
low trading volumes in swap markets.
Although these trends have been
soened by war in Ukraine and the
post-Covid recovery of global demand.
2023 has brought renewed activity, and
traded volumes are steadily increasing.
The desk’s initial focus on fuel oil and
middle distillates is progressing steadily,
and Braemar’s new ability to help its
clients hedge their bunker fuel exposure
through swap and option markets has
been warmly received.
Tanker Derivatives
The Tanker FFA market was extremely
volatile throughout 2022, primarily
because of the Russia-Ukraine conflict.
That volatility led to a historical dealing
high across the Dirty, Clean and LPG FFA
sectors. This year has continued in a
similar fashion with growing requirements
to hedge and opportunities to speculate
on prices. As a result, the Tanker FFA
market is expected to continue to thrive
in FY24. Theacquisition of Southport has
enabled the desk to create a stronghold
on US Gulf FFA routes, and the desk
remains the leading global facilitator of
Clean, Dirtyand LPG FFAs.
Photo: (c) Maye Manx, all rights reserved
Braemar Plc Annual Report and Accounts 2023
28
Financial Review
Underlying Statutory
FY23
£’000
FY22
£’000
% Inc/
(Dec)
FY23
£’000
FY22
£’000
% Inc/
(Dec)
Revenue 152,911 101,310 51% 152,911 101,310 51%
Operating profit 20,075 10,060 100% 11,669 9,546 22%
Profit before tax 18,040 8,885 103% 9,451 8,543 11%
Profit 13,399 8,539 57% 4,596 13,919 (67)%
Earnings per share 46.22p 27.95 p 65% 15.85p 45.56p (65)%
Continuing operations
Revenue
Revenue from continuing operations
grew by 51% from £101.3 million to
£152.9 million, as revenue and fixture
volumes across almost every Shipbroking
desk increased, with the exception of
Corporate Finance.
The US dollar exchange rate moved
from US$1.34/£1 at the start of the year
to US$1.21/£1 at 28 February 2023 with
an average of US$1.21. A significant
proportion of the Group’s revenue is
earned in US dollars. Revenue growth
was positively impacted by the strong
US dollar, which contributed around 24%
of the overall increase. US dollar revenue
increased by 48% in the period.
To protect the future sterling value of
those revenues, at 28 February 2023, the
Group held forward currency contracts to
sell US$123 million at an average rate of
US$1.22/£1.
Operating costs
Due to the substantial increase in
revenue and the considerable hard work,
which was put into its generation, there
was a corresponding increase in profit-
related bonuses paid to the brokers. This
was the main contributor to the increase
in operating costs, compared to the
prior year. As planned, salary costs also
increased, due to the investment in new
brokers and desks, the new oce in
Madrid and the acquisition of Southport
in the US. Travelling and entertaining
expenditure increased to £6.4m from
£2.1m, as a result of a full year largely
free from Covid restrictions. As a result
of all these factors, underlying operating
costs increased by 46% from £90.5m to
£132.6m.
Central costs
Central costs increased in total by 49%
from £4.2 million to £6.2 million. This
was the result of increased share-based
payment charges, linked in part to the
improved performance in the year and
higher levels of expected vesting of
awards, higher sta costs and non-
recurring costs related to the delayed
year-end audit process.
Summary Income Statement FY23
The strong trading and higher revenues have delivered significant increases across all
continuing profit measures.
Statutory operating profit increased by 22% to £11.7 million (FY22: £9.5 million).
Underlying operating profit increased by 100% to £20.1 million (FY22: £10.1 million).
Statutory profit before tax increased by 11% to £9.5 million (FY22: £8.5 million).
Underlying profit before tax increased by 103% to £18.0 million (FY22: £8.9 million).
Statutory profit in FY23 was impacted by the impairment of the goodwill on
acquisition of Naves (now Braemar Corporate Finance), which was completed by
the previous management team in 2017.
Another excellent
trading year, together
with the first steps on
the growth plan.
Grant Foley
Group Chief Financial Ocer
A strong trading performance and the successful
execution of our strategic objectives.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
29
Net finance costs
Net finance costs for the year
increased by 123% to £2.2 million
(2022: £1.0million). The cost has three
elements: the revolving credit facility
provided by HSBC, which provides the
working capital needed by the business
as well as the core indebtedness; the
convertible loan notes associated
with the acquisition of Braemar Naves;
and the interest charge on the liability
associated with right-of-use assets
accounted for under IFRS 16. Average net
debt improved versus FY22 and average
borrowing is largely in line with FY22, but
costs have increased in the year as a
result of the increases in interest rates
with average SONIA increasing from
0.1% in FY22 to 1.9% in FY23. In addition,
there has been an adverse movement
in foreign exchange rates, causing
an increase of £0.5 million to finance
costs largely in relation to the euro
denominated Navesliabilities.
Included within the net finance costs
in FY22 is a credit of £0.2m, which did
not recur in FY23. This was in respect of
the accounting for the restructuring of
deferred consideration owed in relation to
the acquisition of Braemar Naves.
Finance income includes a credit of
£0.1 million, relating to the revaluation of
amounts due for the sale of Cory Brothers
that took place in the previous year.
Specific items and discontinued
operations
Discontinued operations
In FY22, the board successfully executed
several transactions with the aim of
simplifying the Group’s operations to
concentrate on a new growth strategy
centred around Shipbroking. As a
result, the financial results of Wavespec,
AqualisBraemar and Cory Brothers,
which were disposed of during the year,
have been presented as discontinued
operations, together with the profits and
losses on their disposal. In aggregate, all
these items total a profit of £7.2 million.
Specific items
Alternative profit measures
(“APMs)
Braemar uses APMs as key financial
indicators to assess the performance
of the Group. Management considers
that the APMs used by the Group help
to provide an alternate assessment of
business performance, by excluding
items which management does not
believe relate to business performance
in the period, and provide useful
information to investors and other
interested parties. We have separated
the impact of individually material capital
transactions, such as acquisitions
and disposals, from ongoing trading
activity to allow a focus on ongoing
operational performance. Our APMs
include underlying operating profit and
underlying earnings per share.
Items that are not considered to be
part of the ongoing trade of the Group
have been presented as specific.
These items are material in both size
and/or nature and we believe may
distort understanding of the underlying
performance of the business if not
identified separately. Details of these
items can be found in Note 10 to these
Financial Statements.
The most significant of these items is
an impairment of goodwill. As a result of
a weaker performance in FY23, a more
negative outlook for the business and
challenging market conditions, the Group
has recognised an impairment of £9.1
million to the Goodwill which arose on
the acquisition of Naves. Further details
can be found in Note 15.
As a result of accounting requirements,
a gain on bargain purchase on the
acquisition of Southport of £3.6 million
was recognised in the Group’s Income
Statement. This gain arises due to the
recognition of acquired net assets,
while for accounting purposes the
consideration is treated as a post-
acquisition employee expense.
Balance Sheet
Net assets at 28 February 2023 were
£76.7 million (FY22 restated: £71.5
million). The year saw an increase in
gross trade receivables of 28% to £32.0
million from £25.0 million, due to the 51%
revenue growth in shipbroking during the
period. Despite this rise in gross trade
receivables, the provision for impairment
of trade receivables only increased
by 18%, reflecting strong working
capital management and control over
receivables ageing. A receivable of £5.0
million (FY22: £4.8 million) is included in
other long-term receivables in respect of
the VertomCory deferred and contingent
consideration.
Capital expenditure
Total capital expenditure was £1.7m
(FY22: £2.3m). The most significant item
of capital expenditure relates to the
treatment of oce leases under IFRS
16 whereby the lease is treated as an
asset addition. These lease additions
were £0.9m in the year (FY22: £1.0m) and
do not relate to cash payments in the
year. The balance relates to capitalised
expenditure on computer equipment/
soware of £0.5m (FY22: £0.8m) and
other expenditure on fixtures and fiings
of £0.3m (FY22: £0.3m).
FY23
£’000
FY22
£’000
Underlying operating profit before specificitems 20,075 10,060
Specific items – Acquisition and disposal-related
expenditure (1,999) (122)
Specific items – Other operating costs (10,253) (392)
Specific items – Other income 3,846 0
Operating profit 11,669 9,546
Braemar Plc Annual Report and Accounts 2023
30
Provisions (internal
independentinvestigation)
In June 2023, the board commissioned
an internal independent investigation
into an historical transaction originating
in 2013. The investigation was overseen
by an Investigation Commiee chaired
by the Group’s non-executive Chairman
and was conducted by an independent
specialist forensic accounting firm and
independent external counsel. The
investigation was comprehensive and
complex and ultimately encompassed
several transactions between 2006 and
2013, which required further investigation.
As a result of the investigation, the
Group has recognised a provision
of £2.0m in relation to the uncertain
obligations connected to a number of the
transactions and commission obligations
identified as part of the investigation.
Of the £2.0m, £1.7m relates to historical
unseled commission payable, which
was recorded in 2017 upon completion of
the relevant contracts, which originated in
2013. This balance has been reclassified
from trade payables to provisions
during the year. While the board cannot
forecast with certainty final outcomes
in respect of these obligations, based
on the Group’s current information, the
amount recognised is the current best
estimate of the amount required to sele
the obligations at the balance sheet
date, taking into account the risks and
uncertainties surrounding the obligations,
including interpretation of specific laws
and likelihood of selement. Non-
recurring costs of c£2.5m will be reported
in FY24 regarding the investigation.
As the ultimate potential obligations and
outcomes in relation to the transactions
subject to the internal independent
investigation are uncertain, there
remains a risk that the final outcomes
could materially impact the recognised
balance. It is impracticable to provide
sensitivity estimates of potential
downside variances at this time.
Borrowings and cash
At the Balance Sheet date, the Group
had a revolving credit facility with HSBC
of £30.0 million. The facility also provides
access to a global cash pooling facility in
the UK, Germany and Singapore, which
enables ecient management of liquidity
between its main regional hubs. The
Group operates a pooling arrangement for
cash management purposes and at the
end of the year the Group had net cash of
£6.9 million (2022: net debt £9.3 million).
Retirement benefits
The Group has a defined benefit pension
scheme, which was closed to new
members during FY16. The scheme has
a surplus of £1.1 million (FY22: deficit
£2.1 million), which is recorded on the
Balance Sheet as at 28 February 2023.
The agreed annual scheme-specific
funding, since the triennial valuation as at
March 2020, was a cash contribution of
£0.5 million per annum. As a result of the
net asset position, these contributions
were stopped from March 2023.
Taxation
The Group’s underlying eective tax rate
in relation to continuing operations in
FY23 was a charge of 26% (FY22: 21%),
which is broadly in line with the UK tax
rate in the current year. The increase was
largely driven by a benefit in the prior
year relating to a change in applicable
tax rate to an overseas entity, and
additional non-deductible costs in the
current year.
Capital management
The Group manages its capital structure
and adjusts it in response to changes
in economic conditions and its capital
needs. To maintain or adjust the capital
structure, the Group may adjust the
dividend payment to shareholders, return
capital to shareholders or issue new
shares and debt instruments. The Group
has a policy of maintaining positive cash
balances, whenever possible, which
can be supported by short-term use of
its revolving credit facility. This is drawn
down as required, to provide cover
against the peaks and troughs in our
working capital requirements.
ESOP Trust
During FY23, the Company requested
that SG Kleinwort Hambros Trust
Company (CI) Ltd, as Trustee of the
Company’s ESOP Trust, purchase shares
in Braemar Shipping Services Plc. During
the year a total of 2,795,000 shares
in the Company were purchased by
the Trustee and 1,877,473 shares were
released; as a result, at 28 February
2023, the ESOP held 3,579,630 shares
(FY22: 2,669,603 shares). The total
cash outflow as a result of these share
purchases was £8.0m (FY22: £7.0m).
At FY23 year end, the ESOP contained
sucient shares as are expected to be
needed to cover all current share awards
described in Note 31 of the Financial
Statements.
Financial Review continued
Dividend
The directors are recommending for
approval at the reconvened AGM on
18 December 2023, a final dividend of
8.0 pence per share, to be paid on
9 February 2024. The interim dividend
of 4.0 pence per share in respect of the
six months to 31 August 2022 was paid
4 January 2023. The total dividend of
12.0 pence for the year is covered 3.6
times by the underlying earnings per
share from continuing operations of 43.19
pence. The total cash outflow in respect
of dividends paid during the year ended
28 February 2023 was £3.2m (2022:
£2.1m).
Following a project started during the
year to improve the level of distributable
profits of the Company, it was
discovered that certain dividends paid
between 2016 and 2023 were paid by
the Company without having sucient
distributable reserves from which to
lawfully pay them. Having identified these
issues, to rectify the gap in retained
earnings and the unlawful payment
of dividends, aer the balance sheet
date the Company completed a Capital
Reduction and entered releases from
liability for the benefit of shareholders
and directors. For further details see
Note 12.
Going concern
The strong trading cash flows generated
during the year, combined with the
cash consideration received for the
sale of Cory Brothers on 2 March 2022
have placed the Group in a strong cash
position, with a net cash position at the
year end. The Group will maintain its
prudent approach to working capital
forecasting and credit controls. The
Group’s revolving credit facility was
renewed in November 2022 on largely
similar terms to the previous one it
replaced and provides the seasonal
working capital that is required.
Accordingly, the accounts have been
prepared on a going concern basis.
Grant Foley
Group Chief Financial Ocer
15 November 2023
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
31
A summary is provided below of the principal decisions taken by the board during
the year and how key stakeholders and other maers set out in section 172 were
considered by the board in making these decisions:
The board is pleased to confirm that
during the year ended 28 February
2023, the directors have discharged
their duties to act in a way they believe
promotes the long-term success of the
Company for the benefit of its members
as a whole. This statement sets out
how the directors have done this whilst
having regard to the maers set out in
section 172 of the Companies Act 2006.
The board is responsible for ensuring
that the principal decisions it takes
promote Braemar’s long term success
for its members and in doing so, they
must have regard to the:
likely consequences of any decision
in the long term;
interests of the company’s
employees;
need to foster the company’s
business relationships with suppliers,
customers and others;
impact of the company’s operations
on the community and the
environment;
desirability of the company
maintaining a reputation for high
standards of business conduct; and
need to act fairly as between
members of the company.
The board has determined the
Company’s key stakeholders are its
employees, clients and shareholders.
The views of these stakeholders
are considered by the board when
principal decisions are taken. The
board understands the importance of
eectively engaging with the Company’s
key stakeholders, to beer understand
their views and interests, and to beer
consider the potential impact of the
Directors’ decisions on them. Information
on how the Company engaged with
various stakeholders during the year can
be found in the EPSG Report on pages
34 to 45 and the Corporate Governance
Report on pages 54 to 57 of this
Annual Report.
The directors’ duties under Section 172 of
the Companies Act 2006 are embedded
in all the decisions that the board and
its Commiees make, as are a range of
other factors, including alignment with
the board’s strategy and values.
Hiring of the tanker desk,
in Madrid, Spain.
In December 2022, Braemar recruited
a new tanker broking team, based
in Madrid. The highly experienced
team of ten brokers is renowned
within the international tanker
market having previously worked for
Medco Shipbrokers SL. The team
specialises in crude, dirty products,
clean products, and period chartering.
This new desk oering and client
base complemented Braemar’s
existing tanker desks in London and
Geneva, strengthened Braemars
global coverage and brought new
commercial relationships to the
Group. Expanding into new markets
is a core tenet of the Group’s strategy
and the recruitment of this team was
another step in the execution of the
Group’s growth plan.
Section 172 Statement
Principal decisions of the board:
Decision Section 172 and stakeholders
Acquisition of Southport Maritime Inc. • consequences of decisions in the long term
interests of all stakeholder groups
Hiring of the tanker desk, in Madrid,
Spain
consequences of decisions in the long term
interests of all stakeholder groups
Enhanced Securities oering with
new Natural Gas and Oil derivatives
desks
consequences of decisions in the long term
interests of all stakeholder groups
Recommended a final dividend of
8 pence per share for approval by
shareholders at the 2023 AGM
consequences of decisions in the long term
interests of stakeholders: shareholders
the need to act fairly as between members
of the Company
Change of Audit & Risk Commiee
name
consequences of decisions in the long term
reputation for high standards of business
conduct
Board decision making in action
Acquisition of Southport
Maritime Inc.
In December 2022, the Group
announced the strategic acquisition
of leading US shipbroker Southport
Maritime Inc. The acquisition
enhanced the Group’s coverage in
the Americas, which has been an
important strategic objective since the
board launched its growth agenda
in November 2021. In considering the
acquisition, the board considered
the likely impact on all stakeholder
groups. The Southport team
complements Braemar’s existing
Tanker desks in London, Singapore,
Madrid, Houston, and Geneva as well
as significantly enhancing Braemar’s
presence in the Americas. The
acquisition also enhanced the Group’s
existing coverage in Houston and
Sao Paulo, these combined locations
provide the ideal platform for the
Group to penetrate the North and
South American markets and add
further scale to the Group’s activities.
Additionally, the board considered
that the transaction was expected to
enhance earnings for the year ending
February 2024. More detail on this
acquisition can be found on pages
16 to 17 of this Annual Report.
Braemar Plc Annual Report and Accounts 2023
32
Enhanced Securities oering with
new Natural Gas and Oil derivatives
desks
In November 2022, Braemar launched
a ten-strong Natural gas desk, the
step was taken in response to a
clear need in the Energy market for
assistance navigating volatile rate
changes and price fluctuations.
The Natural Gas desk was another
addition to Braemar’s Securities
oering and providing access
to more energy products is a
component of Braemar’s growth
strategy. Additionally, there were clear
synergies with our shipping desks
and there was client demand for
greater market access. A talented
team with a strong track record would
provide a strong platform to add more
products. More detail on this launch
can be found on pages 10 to 11.
Recommending a final dividend
of 8 pence for approval by
shareholders at the 2023 AGM.
In March 2023, the board agreed
to recommend a well-covered final
dividend of 8 pence per share for
approval at the forthcoming AGM. The
board is mindful of the importance
of dividends to shareholders and this
decision is in line with the Company’s
stated progressive dividend policy.
Together with the interim dividend
of 4 pence per share, this equates
to total dividends per share for the
year of 12 pence, a 33% increase over
the prior year dividend of 9 pence
pershare.
Change of Audit & Risk
Commiee name
During the year, the board approved
the proposal to change the name
of the Audit Commiee to the Audit
& Risk Commiee. This step was
taken to recognise the Commiee’s
responsibilities with respect to risk
management and to demonstrate the
Company’s continued commitment
to strengthening risk oversight and
internal control. The decision also
supports our strategy which is aimed
at long-term sustainable growth and
development of the business. Further
detail on the Group’s corporate
governance arrangements, the work
of the Audit & Risk Commiee and
the Principal risks can be found on
pages 60 to 64 and 47 to 53.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
33
Braemar Plc Annual Report and Accounts 2023
34
Environmental, People, Social and
Governance (“EPSG”) Report
Making a
positive impact
At Braemar, we recognise the
importance of sustainability to our
success as a business and we are
commied to being a sustainable
business, delivering growth whilst
creating a positive impact on society.
The environmental, social, and
governance elements of traditional ‘ESG’
criteria help us to measure, manage, and
demonstrate our contributions to fairer,
more prosperous, and more sustainable
way of doing business. However, we
believe that because of the importance
of people to our business, we need to
explicitly recognise their contribution in
the title of our Framework and to ensure
we maintain equal focus on our most
important asset.
We are a people-focused Company,
and without our people we would not
have a sustainable business. Therefore,
we place our people front and centre
within our EPSG strategy to demonstrate
the importance we place on them, and
to ensure their continued growth and
success. This year we have invested in
our people, developing both their skills
and capacity to enable our business to
thrive. We report further on this in the
People section below.
As a business within an industry that’s
responsible for between 2-3% of the
world’s GHG emissions we recognise
that we can play a part in helping the
industry with the green transition. We
remain true to our EPSG purpose to
facilitate climate-smart shipping and
discuss in detail how we are doing that
throughout our Report.
Ensuring eective governance and
managing our business ethically are
guiding principles for Braemar. Through
our EPSG strategy we are commied to
increasing the maturity and transparency
of our reporting and strengthening board
oversight in this area.
We believe it takes expertise and experience to secure sustainable returns and mitigate
risk in a volatile shipping world
Facilitating climate-smart shipping
1
Purpose
2
EPSG Objective
People
Giving our people’s time,
passion and experience
to benefit society and the
environment
Profit
Giving a percentage of
our profit to support our
ESG work
Client oering
Incorporating climate-
smart expertise into our
client services
Value chain
Collaborating with the
maritime industry to
achieve shared ESG goals
4
EPSG
Resources
Targets
6.3, 6.6
Targets
8.4, 8.6
Target
13.3
Targets
14.1, 14.2
5
SDG
Commitments
Reduce operational emissions.
Achieve net zero emissions
by 2050
Protect 10,000km
2
of marine
biodiversity areas by 2030
Facilitate responsible and
sustainable shipping within
theindustry
Think globally to activate
One Braemar
Activate global programmes
for bringing diverse talent
into the workplace
Think globally, act locally
to drive benefit for our
communities
Collect data and report
on ESG metrics aligned
to strategy
3
EPSG Goals
EPSG Framework
Environment People
Society Governance
Decent work and economic growth
Promote sustained, inclusive and sustainable economic growth, full and productive
employment and decent work for all
Target 8.4 Endeavour to decouple economic growth from environmental degradation
Target 8.6 Reduce the proportion of youth not in employment, education or training
Climate action
Take urgent action to combat climate change and its impacts
Target 13.3 Improve education, awareness-raising and human and institutional capacity on climate
change mitigation, adaptation, impact reduction and early warning
Clean water and sanitation
Ensure availability and sustainable management of water and sanitation for all
Target 6.3 Improve water quality by reducing pollution … minimising release of hazardous chemicals
and materials … and substantially increasing recycling and safe reuse globally
Target 6.6 Protect and restore water-related ecosystems, including mountains, forests, wetlands,
rivers, aquifers and lakes
Life below water
Conserve and sustainably use the oceans, seas and marine resources for
sustainable development
Target 14.1 Prevent and significantly reduce marine pollution of all kinds
Target 14.2 Sustainably manage and protect marine and coastal ecosystems to avoid significant
adverse impacts, including by strengthening their resilience, and take action for their
restoration in order to achieve healthy and productive oceans
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
35
Future Plans
In addition to the climate-smart initiatives already instigated, we are commied to implementing these plans by 2025:
Environmental, People, Social and
Governance (“EPSG”) Report
We have built the foundations we need to deliver our EPSG strategy. Going forward, we will start to deliver on activities to reach the
commitment wehave made to reach our goals.
Strengthen our existing charity
partnerships to focus on the
key social issues aecting
the countries in which
weoperate.
Identify new beneficiaries
with a focus on the
needs of maritime and
seafaringcommunities.
Collaborate with industry
initiatives to expedite our
environmental objectives.
Collaborate with expert
organisations to protect
marine biodiversity.
Strengthen our Executive
and board supervision for
all aspects of governance
relating to our ESG work.
Develop a clear set of reportable
metrics to evaluate our activities
and show the progress of our
ESG commitments for all our
stakeholders, including employees,
clients, communities and investors.
Develop a strategy for
transitioning to net-zero
carbon emissions.
Braemar Plc Annual Report and Accounts 2023
36
EPSG Report continued
Our environmental
responsibilities
Shipping is one of the most
energy ecient ways to transport
freight around the world.
Nevertheless, the international shipping
industry accounts for approximately 2-3%
of worldwide greenhouse gas emissions
and faces significant challenges in the
transition to a green economy. However,
eorts to reduce shipping’s greenhouse
gas emissions have picked up pace in the
last twelve months.
The International Maritime Organisation
(“IMO”) introduced regulations targeting
emissions of existing ships in January
2023, the Carbon Intensity Indicator
(“CII”) and the Energy Eciency Existing
Ship Index (“EEXI”). The EEXI is a one-
time requirement for existing vessels to
demonstrate that they are as technically
ecient as their new-build counterparts.
The CII, on the other hand, looks at
operational eciency, with each vessel
receiving an A-E eciency rating based
on their performance in the previous
year.
The European Union is also bringing
in its own rules targeting international
shipping. The past year has seen
preliminary deals reached on the EU
Emissions Trading Scheme (“EU ETS”)
and FuelEU Maritime.
Alongside these regulations, companies
are facing growing financial pressure
to decarbonise. This is now translating
into early adoption of alternative
fuels; production is increasing, and
infrastructure is being put in place in
large EU ports. Methanol has emerged
as a fuel option, and the first ammonia
engines are expected by the end of
2024 or early2025.
Developing an aordable and
sustainable global supply of these
fuels remains a momentous challenge,
however. Eciency improvements will
therefore be key to meeting immediate
emissions goals. A range of emissions
saving devices are being used, with
some even turning back to wind.
Optimising operations by taking
advantage of the latest data and
AI technologies can also oer
considerablesavings.
While there is a long road ahead, shipping
is now taking solid steps towards a
green energy transition, and we are well
positioned to help our clients to achieve
several of their sustainability ambitions.
Our direct impact
As a broker we seek to facilitate climate-
smart shipping, aiming to reduce risk
and seek opportunities to aid our clients
in their green transitions.
We take care to reduce our carbon
footprint, which is a result of energy use
from our oces and business travel.
In Aberdeen, for example, we have
relocated to more energy ecient oces
which have car chargers for electric
vehicles, and we continue to work
toward reducing the amount of paper
we use in our oces.
Photo: (c) AAL, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
37
As with the prior year, we have continued
to oset our reported footprint through
the purchase of carbon credits through
Braemar Oset. We have invested
in oset schemes that include wind
power, solar photovoltaic projects,
conservation initiatives, and biomass/
landfill gasprojects.
Streamlined Energy and Carbon
Reporting ‘SECR
We measure and monitor our energy
and calculate our greenhouse gas
emissions based on the use of gas
and electricity in our oces, car use for
business purposes, and corporate travel,
as shown in the table below. The data
in this table represents the Group’s GHG
emissions and excludes associate- and
joint ventures.
The Group’s total emissions have
increased by 54% to 830.72tCO
2
e
(2022: 469tCO
2
e continuing operations
only). This is mainly due to increases
in corporate travel, specifically flights
which have returned to the pre-Covid
level. Other areas of energy and carbon
emissions have remained on a level with
the prior year except for a decrease in
emissions related to employees working
from home as they return to working in
the oces. We continue to improve our
management and reporting of emissions,
as our systems develop and reporting
accuracy increases, this may highlight a
greater level of emissions– such as that
seen in the increase in reporting Scope 1
gas emissions.
In line with the SECR requirements, we
have calculated our Intensity Ratio based
on our emissions per employee; an
appropriate measure for a people-based
business. Our carbon intensity for the
reporting year is 2tCO
2
e per FTE (2022:
1.3tCO
2
e/e), with the increase related to
corporate travel. This is a material aspect
of our carbon footprint and we aim to
reduce and maintain this at lower levels
over the long term.
The Group are commied to reaching
the UK’s net zero goal by 2050 and will
set out our transition plan in the next
reporting period.
Scope 1 covers direct emissions from
owned or controlled sources.
Scope 2 covers indirect emissions from
the generation of purchased electricity,
steam, heating and cooling consumed
by the Group.
Scope 3 includes the following indirect
emissions from the Group’s value chain
most material to our business: business
travel, employee commuting and
working from home, and transmission
and distribution of electricity. Scope
3 emissions do not currently include
purchased goods and services, waste
disposal, investments, or leased assets.
Our carbon footprint has been
calculated using the GHG Protocol
Corporate Standard guidelines,
using the UK emission conversion
factors produced for 2022 by the
UK Department of Business, Energy
and Industrial Strategy (“BEIS”) and
Department for the Environment,
Food and Rural Aairs (“DEFRA”). The
model used to calculate the Group’s
GHG emissions was developed by an
independent consultant however the
data used to populate this model has
not been independently verified.
Scope 3 emission sources
Transportation and distribution (“T&D”)
of electricity
Employees working from home:
Business travel in rental cars or
employee-owned vehicles
Emissions from flights
4%
92%
3%
Scope 1, 2 and 3 emissions
Scope 1
Scope 2
Scope 3
3%
20%
77%
1%
Braemar Plc Annual Report and Accounts 2023
3838
EPSG Report continued
Braemar Plc – Group energy usage and associated GHG emissions
SECR Reporting year – 1 March 2022 to 28 February 2023
Year ended 28 February 2023 Prior year
UK RoW Total UK RoW Total
Energy consumption (kWh)
Gas 31,760 58,610 90,370 10,000 10,000
Electricity 377,581 210,762 588,343 313,063 263,338 576,401
Mileage 644 131,003 131,647 56,064 56,064
Total energy consumption 409,985 400,375 810,360 313,063 329,402 642,465
GHG Emissions (tCO
2
e)
Scope 1
Emissions from combustion of gas 5.80 10.70 16.50 2.00 2.00
Emissions from combustion of fuel
for the purposes of owned transport 0.16 8.75 8.91 9.00 9.00
Scope 2
Emissions from purchased electricity
(location-based) 73.02 93.77 166.79 66.00 126.00 192.00
Scope 3
Emissions from transportation and
distribution(“T&D”) of electricity 7.09 1.66 8.75 6.00 5.00 11.00
Emissions from employees working
from home 5.10 14.61 19.71 40.00 49.00 89.00
Emissions from business travel in rental
carsoremployee-owned vehicles 25.27 25.27 5.00 5.00
Emissions from flights 352.92 234.30 587. 22 70.00 91.00 161.00
Total gross emissions 444.09 389.06 833.15 183.00 286.00 469.00
FTE 138 246 384 174 188 362
Carbon intensity per FTE
3.22
tCO
2
e/e
1.57
tCO
2
e/e
2.16
tCO
2
e/e
1.10
tCO
2
e/e
1.50
tCO
2
e/e
1.30
tCO
2
e/e
Photo: (c) SAL, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
39
Developing
carbon market
The European Union is bringing in rules
which target the GHG emissions of
international shipping. The past year
has seen preliminary deals reached on
the EU Emissions Trading Scheme
(“EU ETS”) and FuelEU Maritime.
The EU ETS will introduce what is
eectively the world’s first carbon tax
for international shipping, requiring
companies to purchase and annually
surrender allowances for emissions on
EU voyages from 2024.
FuelEU Maritime will bring further
challenges from 2025, seing limits
on the carbon intensity of marine
fuels used on EU voyages and
charging a monetary penalty for
underperformance.
Targets ramp up every five years,
starting at -2% in 2025 (compared
to 2020) and working up to -80% by
2050, phasing out most fossil fuel use
on EU routes.
These rules and increased legislation
bring challenges but also opportunities
to develop green products to develop
the carbon transition market.
Facilitating climate-smart shipping
The Group is clear that its EPSG purpose
is to facilitate climate-smart shipping.
This is the primary way that we can
support our clients in navigating both the
risks and opportunities associated with
climate change.
Over the years we have developed
several products and services to support
our clients’ transition to the green
economy. These include our newbuild
and ship recycling advisory services,
which help shipowners to maximise
the green potential of their vessels
at the beginning and the end of their
workinglives.
Our Research desk provides analysis for
our clients on the transition to the green
economy. In the reporting year this has
included topics such as green fuels,
methanol and slow steaming.
Braemars representatives speak
regularly at industry events on issues
related to the green transitions. For
example, Braemar’s Ian Metzger was the
lead presenter at TradeWinds’s Green
Seas Fuels Forum in March 2023.
Braemar Oset, our platform to
enable carbon oseing of our clients
corporate and operational emissions,
is now in its second year. Braemar
Oset directly connects our clients with
impactful and verified climate projects
which helps them play a proactive role to
improve their sustainability and positively
accelerate climate action. The Group
is developing metrics to report on the
success of Braemar Oset from FY23.
Braemar Plc Annual Report and Accounts 2023
40
Task Force on Climate-related Financial Disclosures Report
The Group recognises that the international shipping industry
accounts for approximately 2–3% of world-wide greenhouse
gas emissions which presents significant risks and opportunities
for our business.
We seek to incorporate the Task Force on Climate-related
Financial Disclosures (“TCFD”) recommendations into our strategic
decision making going forward. This is our second year of TCFD
reporting, where we have built on the solid foundation of the first
year and started to analyse the impacts of climate change on
our business. While we are not yet fully compliant with the TCFD
recommendations we are building towards full compliance with
TCFD-recommended disclosures in future years.
In the table below, we have stated where we are fully, partially
or not yet compliant against each disclosure.
The following summary sets out how the Group incorporates
climate-related risks and opportunities into the four pillars set
out by the TCFD: governance, strategy, risk management, and
metrics and targets.
This summary includes references to other sections of this
Annual Report where further disclosures are provided, and an
explanation is given where the Group’s compliance with TCFD
disclosures is partial or omied.
Governance
Describe the board’s oversight
of climate-related risks and
opportunities
Principal risks and uncertainties
onpages 47 to 53
Audit & Risk Commiee Report on
pages 60 to 64
Full
The board has overall responsibility and oversight of climate-related risks and
opportunities. It is informed by the Audit & Risk Commiee of risks and opportunities in
relation to climate change.
The Audit & Risk Commiee reviews the impact of climate-change risks and
opportunities and incorporates these risks and opportunities into the Group’s Risk
Management Framework.
The Risk Commiee reports to the Audit & Risk Commiee via the Group Chief Operating
Ocer and the Group Chief Financial Ocer, the laer having executive responsibility for
this area. Further details on the roles and responsibilities of these two Commiees can be
found on page 48..
Describe management’s role in
assessing and managing climate-
related risks and opportunities
Principal risks and uncertainties
onpages 47 to 53
Full
During FY23, the Group Chief Financial Ocer (with the support of the Risk Commiee)
had overall responsibility for assessing and managing climate-related risks and
uncertainties. With the support of external consultants and internal industry experts
the management team is kept updated on climate change risks and opportunities
throughout the year. Going forward, once the scenario analysis is complete, management
teams will discuss the likely climate risks and opportunities to decide those most material
to the business.
Strategy
Describe the climate-related risks
and opportunities the organisation
has identified over the short,
medium and long term
Principal risks and uncertainties
on pages 47 to 53
Partial
The Risk Commiee has considered the Group’s climate-related risks and opportunities
and has identified the following relevant timeframes:
Short term: 0–2 years.
Medium term: 3–10 years.
Long term: Beyond 10 years
Environment and Climate Change has been identified as a principal risk, although it is not
expected to have an impact on financial performance in the short term.
The Group has commissioned an external ESG advisory firm to support the Company
to beer identify climate-related risks and opportunities on the organisation’s business,
strategy and financial planning.
Further detailed risks and opportunities will be presented on completion of the scenario
analysis work in time for reporting in the FY24 Annual Report.
Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy and financial planning
Non-
compliant
The commissioned external ESG advisory firm will also help quantify the impact of
climate-related risks and opportunities on the organisation’s business, strategy and
financial planning.
The Risk Commiee has been tasked with ensuring that the impacts of climate-related
risks and opportunities are assessed in the Group’s business, strategy and financial
planning. We will continue to develop this area throughout the year and provide updates
in future reports.
Describe the resilience of the
organisation’s strategy, taking into
consideration dierent climate-
related scenarios, including a 2°C or
lower scenario
Non-
compliant
The Group has started to model climate-related scenarios and to assess the resilience
of the organisation’s strategy to these scenarios. It is considered that there is lile or no
negative impact in the short term, and this is balanced with possible opportunities.
The Group incorporates various financial scenarios in its strategic modelling, including
freight rates, commodity prices, and foreign exchange rates. In FY24, work will commence
to incorporate climate change scenarios into the Group’s financial modelling and expects
to continue this work in future reporting years.
When this initial work is complete the Group will be able to beer quantify the impacts and
assess the resilience of the Group’s strategy. Updates will be provided in future reports.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
41
The Braemar view on climate-related financial
risksand opportunities
As we journey through this process, we are becoming more
aware of both the risks associated with climate change, in
terms of the physical and regulatory eects and, also, the
opportunities this presents for a business like ours.
On the one hand, we know that climate change regulation will
impact the selling and transportation of some of the goods
that we help our clients ship around the world, such as coal.
Over time some nations will ban this fossil fuel from entering
their country, and we expect a downturn of the amount that will
need to be transported over the long term.
On the other hand, we are presented with opportunities to
broker ships that directly support the transition to green energy
as well as for alternative goods needed for the green transition,
the increase in the renewables markets and auxiliary services
required to facilitate that, and chartering voyages via zero
shipping routes, among others. We currently operate an oset
provision service via Braemar oset.
The recent change to regulation with shipping now included
in the European market Emissions Trading Scheme (“EU ETS”)
presents both a short-term risk and oers opportunities to
themarket.
On balance, we feel well prepared for both the possible risks
and opportunities for the business. Over the next reporting
year, we are developing climate scenarios and analysis based
on the short, medium and long term and according to the
Paris aligned commitments of both 1.5 and 2 degree scenarios.
Further detail on our climate-related financial risk will be
disclosed as a result of this ongoing work.
Risk management
Describe the organisation’s processes
for identifying and assessing climate-
related risks
Partial
During FY23 the Audit & Risk Commiee, with support from the Risk Commiee,
had responsibility for identifying, assessing and managing climate-related risks and
opportunities. The Audit & Risk Commiee has responsibility for monitoring this as an
ongoing risk.
Describe the organisation’s processes
for managing climate-related risks
Partial
The Audit & Risk Commiee, with support from the Risk Commiee, is responsible for
identifying, monitoring and managing climate-related risks.
Describe how processes for
identifying, assessing and managing
climate-related risks are integrated
into the organisation’s overall
riskmanagement
Full
The processes described above are fully integrated into the Group’s overall risk
management processes.
Metrics and targets
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process
Non-
compliant
Throughout FY24 we are working to develop a set of metrics to demonstrate how we
will assess our climate-related risks. An update on this work will be published in future
Annual Reports. These metrics will be aligned to the Group’s specific climate-related
risks as well as the Environment pillar of the Group’s EPSG Framework.
Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse gas
(“GHG”) emissions, and the related
risks
Partial
The Group has disclosed all mandatory Scope 1 and Scope 2 GHG emissions.
The Group has also disclosed certain voluntary Scope 3 emissions, including the GHG
emissions due to employees working from home.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets
Non-
compliant
The Group has commied to reach net zero by 2050 in line with the UK’s objective for
doing so.
The Group continues to oset its carbon footprint on an annual basis through our
Braemar Oset platform in partnership with CHOOOSE.
Throughout FY24, we will develop the targets that will be used to manage climate-
related risks and opportunities and performance against targets. An update on this work
will be published in future Annual Reports.
In its EPSG framework, the Group has commied to aligning its climate-related targets to
certain references in the United Nations Sustainable Development Goals (“SDGs”).
The references that are relevant to climate-related risks and opportunities are:
SDG 8.4 Improve Resource Eciency in Consumption and Production.
The Group is developing targets to improve the energy-eciency of its oces.
SDG 13.3 Improve education, awareness-raising and human and institutional
capacity on climate change mitigation, adaptation, impact reduction and early
warning.
The Group is developing targets to raise awareness of climate change and mitigations in
our industry amongst both our team and our clients.
Principal risks and uncertainties
on pages 47 to 53
Braemar Plc Annual Report and Accounts 2023
42
EPSG Report continued
Our
people
We continue to create
one global Braemar
experience across all
our departments and
oces by introducing
new, more agile,
systems, impeccable
operations, and a
balanced corporate
structure. This will
support growth
and make us
more competitive
in retaining and
rewarding our current
talent, as well as
aracting talent for
the future.
Becki Mackay
Group Head of HR
We are rolling out a global HR
platform which gives beer visibility
for all employee data and an improved
employee experience. In the past year
we have also implemented a new
payroll system, and a new training
platform. In FY23 the Group’s continuing
operations had an average of 384
employees (FY22: 362) located in 17
oces (FY22: 14) across 12 countries
(FY22: 11).
Building on the work started in early 2022,
we are making continued progress on our
commitment to develop our HR strategy
and implement the infrastructure to
provide a united and globally consistent
experience for our people, which is critical
to supporting our growth strategy.
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
43
Diverse talent development
We retain our strategic focus on
recruitment and retention as well as
mitigating the risk of losing highly
specialised people within a relatively
small industry. Shipbroking can be a job
for life, and we are proud that so many of
our people choose to stay with Braemar
for significant parts of their career.
Our strategy is to maintain a compelling
value proposition for our employees, and
to be the employer of choice for top
talent and the talent of the future. This
approach is already enabling us to hire
leading brokers from the industry. Our
EPSG strategy, focused on facilitating
climate-smart shipping, is creating
opportunities to hire and train new talent.
We know we need to aract the talent
of the future, and we have created
a Trainee Broker Scheme to provide
opportunities for the next generation
of shipbrokers and aract a greater
diversity of people; many of whom might
not have considered shipbroking as
acareer.
The Trainee Broker Scheme is open to
anyone with the drive and curiosity to
start a career in shipbroking: we are not
an industry which only hires graduates
or people with previous experience. We
want to give jobs, training, and support
to people of any age or background with
the character, tenacity, and capability
to benefit from the job satisfaction,
personal growth, and long-term rewards
that come from being a shipbroker.
Employee engagement
Our people have largely returned to
working in our oces, and we continue
to focus on creating a safe, healthy
working environment. Our oces are
increasingly environmentally friendly, with
many of our teams engaging in recycling
waste and energy reduction activities.
We continue to support employees
with their mental health and overall
well-being. The ongoing exercise to
benchmark employee remuneration and
review employee incentive packages
will be more easily achieved with the
increased visibility of global pay and
benefits aorded by our new HR system.
Kay Woods
LPG & Petrochemicals
desk for 35 years
1
Kay initially joined a team of 10
on the LPG & Petrochemicals
desk, one of two women, and
she has seen many changes
over the years. ‘The sector
is far more regulated and
professional, and there are
many more women coming into
the industry, both in operations
and as brokers.
While the LPG & Petrochemicals
Desk is a smaller part of
the shipping world it can be
stressful. If something goes
wrong with a ship, such
as it running late, it can be
worth millions of dollars, so
relationships and trust are
critical, and Kay has built these
over many years.
Gender diversity
As at 31 December 2022 women
accounted for 23% of our global
workforce (2022: 23%), with 2 female
and 4 male directors on the board.
We remain commied to addressing
the gender imbalance across our
organisation, an integral part of our
EPSG strategy, and we look forward
to reporting our progress in this area.
We are seeing more women joining
the industry, and women are among
Braemars longest-retained employees.
Our Trainee Broker Scheme is one of
the first actions we have taken to aract
more diverse talent to the industry.
Working at Braemar is
exciting and dynamic.
Ilove being at the forefront
of big changes and world-
leading innovation, and
Im always learning.
Kay Woods
LPG & Petrochemicals desk
It’s vital to be personable, to make
connections and find commonalities
with all kinds of people, to be
solutions-focused, and to gain
the trust of the charterers so you
can ring them in the middle of the
night to negotiate a compromise,
solve an issue, or deliver bad news.
It’s the relationships which make
things happen smoothly and keeps
bringing clients back to Braemar –
and leads to the mega-deals.”
She uses her experience to support
trainees as they learn about the
world markets and how they’re
connected which, she says, oen
changes their view of the world.
Covid was an eye-opener for many
with the realisation of just how many
products arrive by sea and the
impact of delays to shipping.
If Kay could have known 35
years ago what she knows now,
she would have told herself she
was going down the right path:
Shipping is dynamic, you’re a
critical part of the world market,
working with dierent people in
many places. You’re never bored,
there’s always something to do or
solve, or new projects to work on’.”
1 Kay initially joined Burbank, which was
later acquired by Braemar.
Braemar Plc Annual Report and Accounts 2023
44
EPSG Report continued
developing programmes to diversify
our workforce;
strengthening our existing charity
partnerships;
focusing on the key social issues
aecting the countries in which we
operate; and
identifying new charitable
beneficiaries with a focus on the
environment and oceans, as well as
the needs of maritime and seafaring
communities.
We also set an objective to engage
our employees in delivering our
environmental and social goals
alongside Company-initiated activities.
When we adopted our EPSG Framework
in 2022 we commied to achieving several
short, medium and longer-term goals
by 2025, including:
Strengthening charity partnerships
In the coming year we will be engaging
our employees in reviewing and enhancing
our social and environmental charity
partnerships. While we work towards
implementing a more strategic global
approach to social and environmental
partnerships, our oces have continued
to help our long-term charity partners,
as well as some new ones.
We have enjoyed a long relationship with
shipping-related charities: in September
our Deep Sea Tanker desk took part in
Mercy Ships’ Cargo Day, donating their
commissions to provide free surgical
and medical care to some of the most
vulnerable people in sub-Saharan Africa.
One of our UK desks donated to the
Mission to Seafarers which provides
emotional and spiritual services as well
as welfare and emergency support.
And through our tanker FFA JV with
GFI Group, we contributed to the BGC
Partners Charity Day which, every year
with the Cantor Fitzgerald Relief Fund,
commemorates friends and colleagues
who perished on September 11, 2001’.
This year we supported the Valero
Benefit for Children to raise funds for
children’s charities across the U.S. And
our Specialised Tanker desk donated
a deal commission to the Turkey/Syria
earthquake relief appeal.
In December 2022, we created
an ‘Advent Calendar of Charities’
and donated a total of £25,000 to
them. Each day during December
we randomly selected a member
of sta who could decide where to
donate £1,000, and on 24 December
£2,000. The charities sta chose
included Floga who work in Greece
to aid understanding about childhood
cancer, Human Appeal for their Gaza
Emergency Appeal, National Energy
Action for their cost of living work
to help people who can’t aord to
heat their homes, as well as UNICEF,
Macmillan Cancer and several other
hospices.
We also donated at least £500 each
to more than 20 individual charities
which employees are passionate
about, including the Alzheimers
Society, Cancer Research UK,
Dementia UK, Guide Dogs, RSPCA,
and WWF.
Our team in Singapore have made
donations, as well as volunteered their
time, to support Willing Hearts for their
soup kitchen which distributes 7,000
daily meals to over 70 locations, 365
days a year. The team also donate to
and volunteer with Ronald McDonald
House which enables families to stay
close to their hospitalised child at
nocost.
Society
Photo: (c) Brouwersgracht, Splietho, all rights reserved
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
45
Governance
We maintain a high standard of
corporate governance, which is
essential to enable our business to
succeed in delivering its strategy.
Moreover, it is integral to enhancing its
reputation and maintaining the trust
and support of its shareholders, clients,
employees and other stakeholders.
Further details of the Group’s
compliance with the UK Corporate
Governance Code can be found in
the Corporate Governance Report on
pages 54 to 59 of this Annual Report.
How EPSG is discussed
at the board
EPSG is overseen at the board level by
Elizabeth Gooch, senior independent
non-executive director. Managing the
business in an ethical manner is an
essential part of the ethos of Braemar
driven by both our CEO, James Gundy,
and our Chairman, Nigel Payne; both
refer to our EPSG commitments in their
respective reports on pages 5 to 7 and
14 to 15 of this Annual Report.
We set high standards for our team and
give them clear frameworks and policies
within which to operate, as set out in our
Employee Handbook. This is supported
by an externally provided telephone
line to report any incidents under our
whistleblowing policy, and by the Group’s
internal training programme which
covers key policies.
Our Anti-Money Laundering (“AML”)
and Know Your Customer (“KYC”)
policies and procedures form a key
component of Braemar’s governance
framework. Our Compliance team
provides a Group-wide training
program to help ensure our employees
are aware and comply with all relevant
legal and regulatory obligations
including our AML and KYC policies
and procedures.
We are commied to protecting
human rights and ensuring there is
no slavery or human tracking in our
business or supply chain. There is a
clear statement of our intent on our
website www.braemar.com.
Braemar Plc Annual Report and Accounts 2023
46
Non-Financial Information Statement
Braemar presents its non-financial information statement in
compliance with sections 414CA and 414CB of the Companies Act
2006. We explain here where you can find further information on
how we act responsibly in relation to our employees, wider society
and the environment.
Reporting requirement
Key policies and standards
(which include relevant due diligence requirements) Further information
Environmental maers
Health, safety and environmental Refer to the EPSG Report on pages 34 to 45
Our employees
Employee handbook
Whistleblowing
Health and safety
Refer to the EPSG Report on pages 34 to 45
Social maers
Refer to the EPSG Report on pages 34 to 45
Human rights
Anti-slavery
GDPR
Refer to the EPSG Report on pages 34 to 45
Anti-bribery and corruption
Anti-Bribery and Corruption
Anti-Tax Evasion
Anti-Fraud
Anti-Money Laundering/Know Your Customer
Entertainment, Meals and Gis
Refer to the EPSG Report on pages 34 to 45
Our business model
For more information, refer to pages 8 to 9
Principal risks – Risk
management
For more information, refer to pages 47 to 53
Non-financial key performance
indicators
Refer to page 21 for the non-financial key
performance indicators
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
47
Principal Risks and Uncertainties
Risk management process
The Group’s Risk Management approach
or framework incorporates both
boom-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 eectiveness 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
eectively. 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 eect 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.
Risk management
Eective 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
Braemars 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 Commiee,
with support from the Risk Commiee.
The board is commied 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 Commiee and administratively
to the Group Chief Financial Ocer,
the Head of Internal Audit and Risk
leads the Internal Audit and Risk
Managementfunction.
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 Commiee, the Audit and
Risk Commiee, and the board.
Oversight and evaluation of the
eectiveness of Braemar’s risk
management framework is led by
the Group Chief Financial Ocer,
supported by the Risk Commiee whose
membership includes the Group Chief
Operating Ocer, Company Secretary,
Head of Internal Audit and Risk, Head of
Compliance, and representatives of other
functions and locations of the business.
The Risk Commiee monitors risks
regularly, taking into consideration the
appetite, tolerance, and potential impact
for specific risks on the Group.
Braemar Plc Annual Report and Accounts 2023
48
Group risk governance
Risk governance includes principal, operational and emerging risks.
Executive
Commiee
Identifies strategic risks.
Assesses level of risk
related to achieving
strategic objectives.
Oversees execution
and implementation of
mitigations into strategic
and operating plans.
Board of Directors
Reviews and approves risk management and internal control systems.
Determines the nature and extent of principal risks.
Monitors exposures to ensure their nature and extent are aligned with Braemar’s goals
and strategic objectives.
Sets the tone for developing and embedding a risk-aware mindset into Braemar’s
organisational culture.
Operational and functional business areas
Performs risk identification and assessment across operational and functional areas.
Embeds risk mitigation and internal controls monitoring across functional areas and regions.
Embeds risk awareness culture in day-to-day processes and operations.
Audit & Risk
Commiee
Supports the board in
monitoring risk exposures
against risk appetite.
Reviews the eectiveness
of Braemar’s risk
management and internal
control systems.
Risk
Commiee
Supports the Audit &
Risk Commiee in
evaluating the eectiveness
of risk mitigation strategies
and internal controls
implemented
by management, and
in the direction of
internal audit activities.
Top-down
Oversight, identification,
assessment, and mitigation
of risk at Group level.
Boom-up
Identification, assessment
and mitigation of risk across
Braemar’s operational and
functional areas.
Integration risk (New principalrisk)
As outlined in the 2022 Annual Accounts,
Braemars 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 omied 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 independent
investigation of significant variances.
Regular reporting of Treasury
management activity to the board
by the Group Chief Financial Ocer.
(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.
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 Commiee
and the Audit and Risk Commiee.
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 Commiee 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.
Principal Risks and Uncertainties continued
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
49
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 impact Mitigating control and management actions
Net risk
change
Sanctions and trade restrictions
Braemar operates in a
global landscape of trade
and financial sanctions
with a variety of associated
compliancerequirements.
This has been assessed as a
new Principal Risk for the 2023
financialyear.
Conducting business with sanctioned
entities, through sanctioned regions
and facilitating transport of sanctioned
goods will lead to non-compliance
with sanctioned regimes resulting
in financial penalties/fines and
reputational damage.
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.
Enhanced KYC procedures performed and
specialised legal team engage in constant
monitoring of updates to applicable sanction
regimes and regulations.
Technology solutions used to optimise the
eciency of sanction screening performed.
External assurance providers performing internal
audit reviews over the sanctions process and
providing recommendations which management
intend to implement in the current financial year.
Integration risk
As outlined in the 2022 Financial
Year, Braemar’s primary medium-
term ambition is, through strategic
hires and acquisitions, to increase
the size of the business.
Integrating and aligning any
new 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.
Ineciencies and/or reduced
expected synergies realised aer
integrating new acquisitions into the
Group and aligning them with the
respective Group strategies.
Performance of new business is monitored through
regular dialogue with relevant business leaders.
An integration strategy is monitored throughout the
various stages of an acquisition.
Compliance and legal mechanisms in place to
ensure the purchase meets any relevant regulatory
requirements and the target company aligns
appropriately with the relevant Group values.
Prioritisation of identified growth opportunities
to ensure resources are appropriately allocated
to opportunities with the best potential return
oninvestment.
Loss of key personnel and weak organisational culture
Braemar is a people-based
business and people are vital to
itssuccess.
Inadequate policies and reward
structures could incentivise
negative behaviours, create
internal conflict, lead to
reputational damage, and
contribute to failure in aracting
and /or retaining skilled personnel.
Failure to adapt to, or align with,
market expectations, including
the oering of flexible or hybrid
working arrangements, could result
in the inability to aract and retain
skilled personnel.
Lack of appropriate consideration
of environmental and wider social
issues could also contribute to
the inability to aract and retain
skilledpersonnel.
Employee relations claims/litigation/
tribunals aributed to negative
behaviours or actions, increases the
potential for reputational damage
because of negative publicity in the
public domain.
Loss of key sta could result in
reduced revenue if former sta
aempt to take contacts and
business with them. The restrictive
covenants included in employment
contracts help to mitigate this risk.
Strategic growth objectives may not
be achieved if Braemar fails to aract
and retain skilled personnel.
Ongoing review of policies including Conflicts
of Interest, Code of Conduct, and the Employee
Handbook, to ensure behavioural expectations and
employment practices for managers and employees
are clearly defined.
Organisation structure changes included the creation
of associate director roles to identify key employees
and to beer define progression opportunities.
Ongoing development of a culture of engagement and
professional development, including implementation of
performance management objectives, clearly defined
pathways for career progression, and succession
planning at senior management levels.
Annual review of compensation with external
benchmarking helps to ensure remuneration packages
continue to be appropriate and competitive.
Ongoing consideration of roles potentially suitable for
hybrid and flexible working arrangements.
Key:
Increased Decreased No change New
Braemar Plc Annual Report and Accounts 2023
50
Risk Summary of impact Mitigating control and management actions
Net risk
change
Compliance with laws and regulations
Braemar generates revenues from
a global business that exposes
the Group to risks associated with
legal and regulatory requirements
in multiple jurisdictions.
Legal and regulatory breaches
could result in fines, sanctions being
imposed on our business, and the
loss of Braemar’s ability to continue
operating.
Failure to meet all reporting obligations
could lead to reputational damage
which could then lead to loss of
revenue and sta.
Group-wide training program to help ensure employee
awareness of, and compliance with, all relevant legal
and regulatory obligations:
Braemar corporate governance framework;
Braemar risk management methodology;
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.
Ongoing monitoring to ensure insurance cover is
maintained at adequate levels.
Currency fluctuations
The Group is exposed to foreign
exchange risk because of a large
proportion of its revenue being
generated in US dollars while the
cost base is in multiple currencies.
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 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.
Cybercrime/data security
Cybercrime could result in loss
of business assets or disruption
to the Group’s IT systems and its
business. Lack of appropriate data
security could result in loss of data.
Loss of service and associated loss
of revenue. Reputational damage.
Potential for loss of cash due to fraud
or phishing.
Globally, cyber-aacks increased significantly during
and post the COVID pandemic. To address the
persistent threat, and to enhance security 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 Operations Centre is fully
operational with 24/7 monitoring and coverage.
Disruptive technology
Shipbroking is still largely a
business that is transacted via
personal relationships dependent
on quality service. Hence the
risk of technological change,
disintermediation and increased
customer demands for enhanced
technological oerings could
render aspects of our current
services obsolete, potentially
resulting in loss of customers.
Relationships could be devalued and
replaced by disruptive technology
platforms, resulting in increased
competition, consequent price
reductions, and loss of revenue.
Investment in technology through partnering with best-
in-class providers, such as Zuma Labs, has eectively
dierentiated Braemar.
Ongoing modernisation of our infrastructure to allow
for focus on innovation and strategic direction.
Principal Risks and Uncertainties continued
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
51
Risk Summary of impact Mitigating control and management actions
Net risk
change
Environment and climate change
Seaborne transportation is
estimated to create approximately
3% of the worlds carbon emissions
and there will be increased
pressure to reduce that in future
years. Failure to monitor and
address the risks associated with
that reduction process could result
in loss of revenue for Braemar and
its customers and counterparties.
The Group’s P&L and liquidity could
be negatively impacted if customers
are lost as a result of Braemar not
keeping pace with our peers and
industry best-practice.
Non-compliance with regulations or
disclosure requirements could result in
fines or penalties.
Failure to appropriately monitor
and mitigate these risks could
lead to Braemar suering serious
reputationaldamage.
Note:
Management does not expect
climate-related risks to have a material
impact on the Group’s short-term
financial performance.
Investment in the oshore renewables market and
technology to allow the Group and its clients to oset
carbon emissions.
Ongoing development of the EPSG strategy
which allows the Group to monitor and report on
environmental and climate-related risks.
Geopolitical and macroeconomic
Braemar’s business is reliant on
global trade flows and as such
may be negatively impacted by
geopolitical and/or macroeconomic
issues, such as changes in crude
oil price, restrictions in global trade
due to pandemics such as COVID,
sanctions, and changes in supply
and demand.
A downturn in the world economy
could aect transaction volumes,
resulting in reduced revenue.
Changes in shipping rates and/
or changes in the demand or
pricing of commodities could aect
supplyactivity.
Note:
The continued conflict between
Russia and Ukraine and related global
sanctions has increased the potential
impact of risks associated with both
geopolitical and/or macroeconomic
issues and compliance with relevant
laws and regulations.
Diversification on a sector and geographic basis
reduces dependency on individual business areas.
Ongoing monitoring to ensure the Group is
appropriately resourced across its activities and
geographies.
Ongoing management of costs based on current and
reasonably foreseeable 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 oering, led by experts in
their fields, means the Group is in the best position to
find new opportunities in volatile market conditions and
able to take advantage of market turnarounds.
Key:
Increased Decreased No change New
Braemar Plc Annual Report and Accounts 2023
52
Internal audit
The Group’s internal audit function is
monitored and reviewed by the Audit
Commiee, to ensure that the Group’s
risk management and internal controls
processes are working eectively.
A detailed description of the Group’s
internal audit function can be found on
page 64 of this Annual Report.
Going concern
The Group generated strong underlying
operational cash flow in the year of
£22.1m, up from £20.5m in FY22, and has
continued to do so in the first months of
trading in the current year. The Group’s
Balance Sheet has strengthened
significantly due to the strong trading
and cash receipts and is in a stronger
position than at February 2022, with
net bank cash of £6.9m (2022 net
bank debt: £9.3m). This is despite the
investments that were made towards
the end of the year in the new oce in
Madrid and the acquisition of Southport
Maritime in the US that total £7.3m -
£1.3m upfront for the new Madrid desk,
and £6m for Southport. Therefore, the
directors believe that the Group is well
positioned to manage its risks. Whilst
there are still uncertainties facing the
business including those related to the
conflict in the Ukraine, they are nothing
like those that were the case in the
previous two years due to the Covid
disruptions.
A more detailed analysis of the risks
facing the business is outlined in
Note 1 (see pages 104 to 106). The
analysis concludes that there is no
material uncertainty relating to going
concern, based on cash flow forecast
for a 15-month period from the signing of
these accounts to 28 February 2025. The
directors have a reasonable expectation
that the Company and Group have
adequate resources to continue to trade
for twelve months from the date of the
approval of these Financial Statements
and for this reason they continue to
adopt the going concern basis in
preparing the FinancialStatements.
Viability statement
In accordance with the UK Corporate
Governance Code, the directors have
assessed the prospects of the Group
over a period of four years, which they
believe is an appropriate period based
on the Group’s current financial position,
banking facilities, budgets and forecasts,
strategy, principal risks, and exposure to
potentially volatile market forces.
In recent years and particularly during the
COVID pandemic, the Group’s bankers,
HSBC, have been highly supportive and
allowed relaxations of covenants to give
the board the time to make alternative
plans to ensure sucient liquidity is
available to continue the Group’s plans.
Those relaxations of covenant levels
were never in fact required and the
Group traded comfortably within the
covenants relating to the facility during
the last financial year and is confident
that it will continue to do so.
During the year, the directors were
successful in renewing facilities with
HSBC with very similar terms to the
previous one that expires in the first
instance in November 2025 but that
may be extended with lender approval
by a further one or two years giving a
maximum duration until November 2027.
More detail can be found in Note 1 to the
Financial Statements on pages 104 to
106 of this Annual Report. The viability
assessment has been carried out over a
four-year period from the balance sheet
date to 28 February 2027, by which time
new banking facilities will need to have
been concluded. It therefore assumes
that similar banking facilities will be made
available to the Group for the whole of
this time. The directors’ assessment
considers those current facility terms
and includes a review of the financial
impact of significant adverse scenarios.
In generating those scenarios,
consideration was also given to the risks
to the business that have been identified
in this Annual Report on pages 47 to 51
as new or increasing:
Sanctions and trade restrictions –
Braemar operates in a global landscape
of international and financial sanctions
with a variety of associated compliance
requirements. This has been assessed
as a new Principal Risk for 2023
financial year. Although the degree of
due diligence and legal reviews has
increased in the period due to the
enhanced sanctions regime resulting
from the Ukraine war, there is lile
evidence of reduced volumes or values
of commissions as a result.
Integration risk – the business made
an acquisition in the US during the year
and set up a new oce in Madrid, in
Spain toward the end of last year. It is
still early days but there is no evidence
currently of weaker revenues and profits
from those oces than forecast, indeed
both have traded well since coming into
Braemar ownership.
Compliance with laws and
regulation– the risks to the business
caused by the increasing degree of
sanctions resulting from the conflict
in the Ukraine have clearly increased
over the last six months but have yet
to manifest itself in reduced revenues.
Exposure to sanctioned business isnt
material to the Group and experience
to date suggests that although freight
paerns are changing as a result,
overall volumes are not declining. The
Group also has a number of reporting
obligations that must be met. During
2023, the Group was late in delivering
its Annual Report and accounts,
however, this has not led to a material
loss of revenue or sta. The Group is
implementing measures to prevent any
delays reoccurring and acknowledges
that any future delays could have an
impact on the reputation of the Group.
Principal Risks and Uncertainties continued
Strategic Report Governance Financial Statements
Braemar Plc Annual Report and Accounts 2023
53
Environment and climate change–
environmental and climate change
factors will have a significant long-term
impact on the Shipping industry and
pose a risk to the Group if they aren’t
recognised and adapted to. In the short
to medium term, these changes will
also provide opportunities to provide
additional support to the industry and
for additional revenue generation. The
longer-term risks are not expected to
have an impact on the business during
the period under review.
Geopolitical and macroeconomic–
similar to the compliance with laws
and regulation risk the conflict in the
Ukraine war raised the risk level due
to geopolitical and macroeconomic
risk with a resultant global downturn
or recession likely to have a negative
impact on the business. Heightened
tensions in other parts of the world such
as Taiwan could also lead to further
disruption, however the experience to
date is that the shipping market volatility
has if anything increased revenue
generation rather than reduced it.
Revenue was chosen as the main
variable in generating the adverse
scenarios as there are no costs of sale
within the business and the remaining
costs are largely fixed or made up of
bonus pools which will vary in line with
the levels of revenue. Set against those
falls in revenue is the likely eectiveness
of potential mitigations that are
reasonably believed to be available to
the Group over thisperiod.
In considering these potential
mitigations, the board was mindful
of its duties under Section 172 of the
Companies Act 2006 and considered
the potentially competing interests of
dierent stakeholder groups and the
potential long-term consequences of
the actions, including the use of funds
for employee remuneration (and the role
this plays in the retention of sta), paying
dividends, making investments and
repaying debt.
The assessment involves the production
of cash flow forecasts designed to
assess the ability of the Group to
operate both within the banking facility
covenants and liquidity headroom. The
main downside sensitivities used were
annual revenue reductions of 7.5% and
15% from October 2023 to December
2024 and stabilised thereaer. Under the
7.5% cases the board concluded that
with only very minor cost-saving or cash
management mitigations available toit,
the Group could continue to operate
under the current banking facilities over
the three- year period. Under the 15%
case certain additional cost saving and
cash mitigation actions were required to
allow the Group to continue to operate
within the current banking facilities, all of
which were within the board’s control.
The assessment also incorporated a
“reverse stress test” which was designed
to identify scenarios under which the
Group’s banking facilities would be
inadequate to continue as a going
concern despite using all the mitigating
options available. The result of this test
shows that all available mitigations
would be exhausted, and facilities
breached if there was approximately
a 35% decrease in forecast revenue
from October 2023 through to
December2024.
The directors have concluded that whilst
future outcomes cannot be guaranteed
or predicted with certainty the revenue
and operating margin scenarios that
would lead to such a failure are highly
unlikely. This is especially so in the light
of current trading where revenues are
running in line with forecasts. They also
noted that the facility headroom in terms
of liquidity remained adequate even
under the reverse stress test conditions
and that it was the leverage covenant
which would be breached if revenue
fell by more than 35% and then only
during 2024.
There is no evidence indicating that
revenues will fall to levels indicated in this
test and that the likelihood is therefore
remote and that there is therefore no
material uncertainty in this regard, nor
any impact on the basis of preparation
of the Financial Statements. There is also
a reasonable expectation that the Group
will be able to continue in operation and
meet its liabilities as they fall due over the
next three financial years.
This Strategic Report was approved on
behalf of the board on 15 November 2023.
Grant Foley
Group Chief Financial Ocer
15 November 2023
54
Braemar Plc Annual Report and Accounts 2023
Governance
On behalf of the board of
directors, I am delighted
to present the Corporate
Governance Report which
details the Company’s
governance arrangements,
the operation of the board
and its commiees and
how the board discharged
its responsibilities during
theyear.
Nigel Payne
Chairman
Photo: (c) MRL and Louis Dreyfus Corporation,
all rights reserved
55 Corporate Governance Report
58 Board of Directors
60 Report of the Audit & Risk Commiee
65 Report of the Nomination Commiee
66 Directors’ Remuneration Report
69 Remuneration Policy
79 Annual Report on Remuneration
86 Directors’ Report
Financial Statements
Braemar Plc Annual Report and Accounts 2023
55
Strategic Report Governance
Provision 11 of the Code states that at
least half of the board, excluding the chair,
should be independent non-executive
directors. As the board had lile prior
notice of Stephen’s departure to take up
a CEO position at Lila Global in Dubai,
for a short time between Stephen’s
departure and Cat’s appointment,
while the recruitment process was
underway, the board was not compliant
with provision 11 though this was swily
rectified following Cat’s appointment.
Further detail on the appointment
process can be found in the Nomination
Commiee Report.
Further to the announcement on 20
June 2023, Grant Foley joined the board
as Group Chief Financial Ocer with
eect from 1 August 2023, more detail
on his appointment can be found in my
Statement on pages 5 to 7.
The board has decided to voluntarily
disclose against the targets set out in the
new Listing Rule requirements, the targets
dictate that:
at least 40% of the board should
bewomen;
at least one of the senior board
positions (Chair, Chief Executive
Ocer, Chief Financial Ocer or senior
independent director) should be
awoman; and
at least one member of the board
should be from an ethnic minority
background, excluding white ethnic
groups (as categorised by the Oce
for National Statistics).
The board currently meets the first two
targets, with 42% of the directors being
women and Elizabeth Gooch as the
senior independent director.
Dear shareholder
On behalf of the board of directors,
Iam delighted to present the Corporate
Governance Report which details the
Company’s governance arrangements,
the operation of the board and its
Commiees and how the board
discharged its responsibilities during
theyear.
Braemar maintains a robust governance
framework, designed to support the
Company’s long-term strategy and be
in alignment with the Company’s values
and culture. The board remains highly
engaged in fulfilling its role of leading
the Company and overseeing the
governance arrangements across the
Group and continues to be commied to
maintaining a high standard of corporate
governance. Throughout the financial year
ended 28 February 2023, the Company
fully complied with all the provisions of
the UK Corporate Governance Code
(“Code”), except for provision 11 and we
have provided a full explanation in the
board composition and changes section
below; the board is now fully compliant
with provision 11.
Governance is a key pillar of our
Environment, People, Social and
Governance “EPSG” framework and a
high standard of corporate governance
is essential for the Group to succeed in
delivering its strategy and is integral to
enhancing its reputation and maintaining
the trust of its shareholders, clients,
employees and other stakeholders. More
information on our EPSG framework
can be found on pages 34 to 45 of this
Annual Report.
This Corporate Governance report
comprises this introduction (pages 55 to
57), the Audit & Risk Commiee Report
on pages 60 to 64, the Nomination
Commiee Report on page 65, together
with the Directors’ Remuneration Report
on pages 66 to 85, describes how the
board and its Commiees operate and
how the Company has applied the Code
during the year ended 28 February 2023.
Board composition and changes
The board consists of the non-executive
Chairman, the Group Chief Executive
Ocer, the Group Chief Operating
Ocer, the Group Chief Financial Ocer
and three independent non-executive
directors. The Chairman leads the
board and is responsible for its overall
eectiveness in directing the Company,
taking into account the interests of
the Company’s various stakeholders.
The Group Chief Executive Ocer
leads the executive management in
the development of strategy and the
management of all aspects of the
performance and operations of the
Company and its subsidiaries. We
have a strong board who bring diverse
experience and personal skillsets,
please refer to the skills section in the
director biographies for more detail on
each directors skills and experience. An
internal board performance review was
undertaken in 2022 which concluded that
the board continues to operate eectively
with each director contributing positively
to the board’s overall eectiveness.
Lesley Watkins stepped down from the
board with eect from 31 March 2022.
Stephen Kunzer stepped down from the
board with eect from 31 January 2023
to take up a CEO position at Lila Global in
Dubai. The board was pleased to welcome
Cat Valentine as a non-executive director
with eect from 16 May 2023. Cat is a
communications professional with over
25 years’ experience, advising quoted
and privately-owned companies on
investor and corporate communications.
She has extensive knowledge of the
small-cap growth companies’ market
and considerable M&A transactional
experience, having advised a broad range
of clients on both AIM and the Main
Market. Cat’s extensive experience has
added considerable value to the board.
On Cat’s appointment to the board, she
was also appointed to the Remuneration
Commiee and Audit & Risk Commiee.
Corporate Governance Report
Leer from our Chairman
Braemar Plc Annual Report and Accounts 2023
56
The non-executive directors, none of
whom has ever fulfilled an executive
role within the Company, are appointed
for an initial three-year term subject to
annual re-election at the Annual General
Meeting in accordance with the Code.
Prior to making director appointments,
the board (supported by the Nomination
Commiee) considers other significant
director appointments to assess whether
the candidate will have sucient time to
undertake their role eectively. The board
has considered the other commitments
of the non-executive directors and
the board continues to believe that all
non-executive directors have sucient
time to continue undertaking their roles
eectively. The non-executive directors
are responsible for constructively
challenging and scrutinising the strategies
and performance of the executive
directors using their independence and
perspectives gained from their diverse
experiences, as well as having broader
oversight of the Group through the work
of the board and itsCommiees.
Biographies of current board members,
together with information on their
skills, experience and their external
appointments, are included in this
Corporate Governance Report. In
January 2023, the board appointed
Rebecca-Joy Wekwete as Company
Secretary. All directors have access to
the Company Secretary for advice on all
governance maers to help ensure that
the board is able to discharge its duties
and function eectively and eciently.
The Company Secretary ensures that
the board receives the financial and
operational information they require to
enable them to appropriately discharge
their duties and responsibilities and
circulates board papers electronically
in advance of meetings. Directors may
also seek independent advice at the
Company’s expense where needed.
The board met 15 times during the year
(FY22: 15) and the aendance by each of
the Directors is set out below.
Aended
Non-executive Directors
Elizabeth Gooch 15/15
Stephen Kunzer
1
12/13
Joanne Lake
2
14/15
Nigel Payne 13/15
3
Lesley Watkins
4
1/1
Executive Directors
Nicholas Stone 15/15
James Gundy 15/15
Tris Simmonds 12/15
1 Stephen Kunzer le the board on
31 January 2023.
2 Joanne Lake joined the board with eect from
1 March 2022.
3 In Nigel’s absence, the meetings were chaired
by Joanne Lake.
4 Lesley Watkins le the board on 31 March 2022.
Board commiees
The board has three standing
Commiees: Audit & Risk, Nomination
and Remuneration. Each of the board
Commiees comprises solely of
independent non-executive directors.
The composition and responsibilities
of the board Commiees are set out
in each of the Commiee reports, on
pages 60 to 85 of this Annual Report.
The Remuneration Commiee Report
on pages 66 to 85 of this Annual Report
is incorporated into this Corporate
Governance Report by reference. The
terms of reference for each of the
Commiees can be found in the Investor
section of the Company’swebsite.
The Group also has an Executive
Commiee to support the Group
Chief Executive Ocer with the day-
to-day management of the Group
and the development and execution
of the Group’s strategy. The Executive
Commiee comprises the three
executive directors.
The Group also has a Risk Commiee.
The Risk Commiee reports to the
Audit & Risk Commiee on maers
including: the risk management
activities, risk appetite, emerging risks
and other changes to the risk matrix,
the work of the internal audit function,
and the day-to-day monitoring of the
Group’s risk management framework.
It comprises the Group Chief Financial
Ocer, Group Chief Operating Ocer,
Company Secretary, Group Financial
Controller, Group Head of HR, Managing
Director (Singapore), Group Director
of Digital Transformation & IT and the
Group Head of Compliance. The Chair
of the Audit & Risk Commiee has a
standing invitation to aend meetings
of the Risk Commiee and other
colleagues are invited from time to time
to provide additional input on the Group’s
operations and potential risk exposure
where considered appropriate.
Risk management, compliance
andeective controls
The directors have a duty to the
Company’s shareholders to ensure that
the information presented to them is fair,
balanced, understandable, and provides
shareholders with the necessary
information to assess the Company’s
position, performance, business model
and strategy. Further details of the
directors’ responsibilities for preparing
the Company’s Financial Statements
are set out in the statement of directors
responsibilities on pages 88 to 89 of this
Annual Report.
In fulfilling its responsibilities, the
board has established procedures for
identifying and evaluating any risks
associated with its strategic objectives
(including both emerging and principal
risks) and considering how those risks
can be managed eectively. The Audit
& Risk Commiee is responsible for
the independent review and challenge
of the adequacy and eectiveness
of the Company’s approach to risk
management and reports its findings to
the board.
Corporate Governance Report continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
57
Strategic Report Governance
The Audit & Risk Commiee is
supported by the Risk Commiee
and the Internal Audit function. More
information on the work of the Audit &
Risk Commiee and the Internal Audit
function can be found in the Audit & Risk
Commiee Report on pages 60 to 64 of
this Annual Report, and more information
on the Company’s risk management
processes, including a summary of the
principal risks facing the Group and the
procedures in place to identify emerging
risks, is set out on pages 47 to 53 of this
Annual Report.
Culture and values
The Company’s EPSG framework
recognises the three pillars of
environmental, social, and governance
that have become the widespread
definition of ESG, with the addition of a
fourth pillar to recognise the people that
are the foundation of our business and
are integral to the communities we live
and work in. As part of this framework,
Braemar remains commied to providing
its services to the highest standards
and operating ethically, lawfully and with
professional integrity at all times. The
framework enables the Company to
foster a culture and operating practices
that incorporate our values. We believe
that this will support the Group with its
strategy to grow the Braemar brand in
an increasing number of global markets.
More information on our culture and
values, what action has been taken
during the year to ensure that policies,
practices and behaviour across the
Group are aligned with them, how we
engage with, invest in and reward our
workforce, and our commitment to
diversity and inclusion can all be found
inthe EPSG Report on pages 34 to 45
ofthis Annual Report.
Shareholder relations
The board recognises the importance
of maintaining good communication
with key stakeholders of the Company’s
business and taking the interests of
those stakeholders into consideration in
its decision-making. Key stakeholders of
the Company include its shareholders,
with whom the board seeks to engage
with regularly in order to fulfil its duties
under Section 172 of the Companies Act
2006. The Company follows an active
investor relations programme carried
out mostly through regular meetings of
the Group Chief Executive Ocer and
the Group Chief Financial Ocer with
existing and potential investors following
the announcements of the interim and
preliminary full year results of the Group.
The Company has also organised
various opportunities and forums
throughout the year to enable existing
and prospective investors to hear more
from the executive directors on the
business and its strategy. From time to
time, the non-executive directors and the
non-executive Chairman will also consult
with the Company’s major shareholders.
Feedback from the Company’s
shareholders is also received through the
Group’s corporate broker and corporate
aairs team.
In accordance with legal and regulatory
requirements, the Company ensures
that shareholders are kept updated on
material information, especially that of a
potentially price sensitive nature, as soon
as possible. This is done via corporate
announcements which are made
available on the Company’s website and
through announcements to the market.
The Company encourages participation
at its AGM where each resolution is
separately put to the meeting for a vote.
The Company notes that at last year’s
AGM, all resolutions proposed were
passed with the requisite majorities
of votes. The Directors’ Remuneration
Report received more than 20% of
the votes against, detail on the action
taken to understand the reasons behind
the result are set out in the Directors
Remuneration Report.
Internal independent investigation
As announced on 26 June 2023, the board
commenced an internal independent
investigation into an historical transaction
dating back to 2013. The investigation was
overseen by an Investigation Commiee
chaired by myself and comprised the
independent non-executive directors.
The investigation was conducted by FRP
Advisory Trading Limited, an independent
specialist forensic accounting firm, and
independent external counsel. Although
the investigation was complex, it was
comprehensive and ultimately focused on
a review of several transactions between
2006 and 2013.
The independent investigation has now
been completed. The board and the
Group have acted promptly to address
the process and control areas that were
identified as requiring improvement,
including taking key remedial actions and
the necessary steps to comply with the
Group’s legal and regulatory obligations.
The board is commied to maintaining a
high standard of corporate governance
and will ensure the remedial actions are
tracked through to completion.
Nigel Payne
Chairman
15 November 2023
Braemar Plc Annual Report and Accounts 2023
58
Corporate Governance Report continued
The board consists of the Non-executive Chairman, the Group Chief
Executive Ocer, the Group Chief Operating Ocer, the Group Chief
Financial Ocer and three independent Non-executive Directors.
Board of Directors
James Gundy
Group Chief Executive
Ocer
Grant Foley
Group Chief Financial
Ocer
Tris Simmonds
Group Chief Operating
Ocer
Background and
relevant experience
Appointment date
Commiee
Memberships
1 August 2021
None
Grant has over 25 years
experience in leading public
and private financial services
and technology businesses
He joined the Company from
ClearScore. As Chief Financial
Ocer at ClearScore, he drove
significant improvements
across the finance function,
implementing new systems,
processes and reporting as
the business scaled. Grant
also has additional transaction
experience, and his other roles
have included CMC Markets Plc
where, as Group Chief Financial
Ocer and Chief Operating
Ocer, he was instrumental in
the company’s successful IPO.
1 August 2023
None
Tris has over 30 years
experience in the commodities
industry including 14 years
at GFI Group where he
became Head of European
Commodities. Tris founded
Atlantic Brokers in 2013 which
was sold to Braemar Plc in
2018. Since the acquisition in
2018, Tris held the position of
Managing Director of Braemar’s
derivative brokerage business
and he was appointed as
Group Chief Operating Ocer
inAugust 2021.
1 January 2021
None
James has over 35 years’
Shipbroking experience
specialising in Tankers and
Sale and Purchase/New
building projects. He joined
the Company in 2014 as
Chief Executive Ocer of
Shipbroking following the
merger of Braemar Plc and
ACM Shipping Group Plc, where
James was the Chief Executive
Ocer of ACM Shipping.
James was an integral part of
the successful integration of
the two businesses which led
to his appointment as Group
Chief Executive Ocer in
January2021.
Skills
External
appointments
Mergers & acquisitions,
business development,
compliance and sales
Finance, investor relations,
mergers & acquisitions, strategy
and risk management
None None None
Shipbroking, leadership, mergers
& acquisitions, business
development, sales, marketing,
investor relations, strategy
Financial Statements
Braemar Plc Annual Report and Accounts 2023
59
Strategic Report Governance
The Chairman leads the board and is responsible for its overall eectiveness in directing the
Company, taking into account the interests of the Company’s various stakeholders. The Group
Chief Executive Ocer leads the executive and divisional management in the development of
strategy and the management of all aspects of the performance and operations of the Company
and its subsidiaries.
Nigel Payne
Chairman of the Board
Elizabeth Gooch MBE
Non-executive Director
& Senior Independent
Director
(from 1 April 2022)
Joanne Lake
Non-executive Director
Chair of the Remuneration
Commiee
Member of the Nomination and
Audit & Risk Commiees
1 August 2021
Governance, compliance,
financial reporting, investor
relations, equity fundraising
Chair of the Audit & Risk
Commiee
Member of the Nomination and
Remuneration Commiees
1 March 2022
Capital markets, equity
fundraising, mergers &
acquisitions, strategy and
growth companies
Elizabeth has over 18 years
experience in governance,
compliance and financial
reporting of publicly listed
companies, having founded
and run EG Solutions plc.
Elizabeth works with founders
of UK Tech Startups and
Scaleups to help them grow
and scale their businesses.
She is an angel investor, non-
executive director and Mentor
to tech companies in a wide
range of sectors including
secure messaging, cyber
security, artificial intelligence,
robotic process automation
and e-commerce.
Joanne has over 30 years’
experience in financial and
professional services – both in
investment banking, with firms
including Panmure Gordon,
Evolution Securities and
Williams de Broe, and in audit
and business advisory services
with Price Waterhouse. Joanne
is a chartered accountant and
fellow of the Chartered Institute
for Securities & Investment.
Chair of the Nomination
Commiee
1 May 2021
Leadership, strategy, business
development, mergers and
acquisitions, investor relations,
finance and governance
Nigel joined the Company as
non-executive Chairman in May
2021. Nigel has a proven record
of enhancing shareholder value
with over 30 years’ experience
on international public and
private boards both as an
executive and non-executive
director. Nigel’s board roles
include organisations such
as Sportingbet plc, Gateley
Holdings plc, Sun International
(JSE), BlueBet pty (ASX),
GetBusy plc, Ascot Racecourse
Being and Gaming limited, EG
Solutions plc, Stride Gaming
plc, Hangar8 plc, Kwalee ltd
and Green Man Gaming ltd.
Nigel is a qualified Chartered
Accountant.
Non-executive Chair of Made
Tech Group Plc
Non-executive director and
Senior independent director
of Henry Boot Plc
Non-executive director
of Gateley (Holdings) Plc, Pollen
Street Plc and Morson Group
Limited
Director of Turnkey Group
(UK Holdings) Limited and
Howarths HR and Employment
Law Limited
Non-executive Chairman of
Gateley Holdings Plc and Green
Man Gaming Ltd.
Non-executive director of: Sun
International Ltd, GetBusy plc,
Ascot Racecourse Being
and Gaming Ltd, Kwalee Ltd
and Blue Bet pty
Cat Valentine
Non-executive Director
Member of the Audit &
Risk Commiee and the
Remuneration Commiee
16 May 2023
Corporate communications,
investor and media relations,
equity capital markets, and
organisational development
Cat was appointed to
the board in May 2023.
She is a communications
professional with over 25
years’ experience, advising
small cap growth companies
on investor and corporate
communications. She joined
the strategic communications
advisory business, Belvedere
Communications, in 2017, where
she is director and co-owner.
Director of Belvedere
Communications
Braemar Plc Annual Report and Accounts 2023
60
Report of the Audit & Risk Commiee
The overall role of the Audit & Risk
Commiee (the “Commiee”) during
the financial year was largely
unchanged from previous years.
The Commiee name was changed
to the ‘Audit & Risk Commiee’ to
explicitly reflect the Commiee’s risk
management oversight responsibilities.
The Commiee comprises three
independent non-executive directors
and its terms of reference can be
found in the Investors section of the
Company’s website. The Commiee
is chaired by non-executive director
Joanne Lake, who was appointed to the
board with eect from 1 March 2022
and succeeded Lesley Watkins as Chair
of the Commiee, following Lesley’s
departure on 31 March 2022. Joanne is a
highly experienced chartered accountant
with a strong financial background and
with the complementary skills of the
other members, continues to ensure
that the Commiee has a sucient
level of both financial and relevant
sector experience. With respect to other
membership changes, Stephen Kunzer
le the Commiee on 31 January 2023.
Cat Valentine joined the Commiee upon
her appointment to the board on 16 May
2023. The qualifications and experience
of the members of the Commiee can
be found in the director biographies on
pages 58 to 59 of this Annual Report.
Only members of the Commiee had
the right to aend meetings however,
standing invitations were extended to
the Chairman, Group Chief Executive
Ocer, Group Chief Operating Ocer,
Group Chief Financial Ocer, Company
Secretary, Head of Internal Audit and
Risk Management and representatives
of the external auditor. The Company
Secretary acted as secretary to the
Commiee. The internal and external
auditors aended Commiee meetings
and periodically met in private with the
Commiee Chair to discuss maers
relating to the Commiee’s remit and
issues arising from their work. The
Commiee held nine meetings during
the year, the aendance of which can
be found to the le.
The key function of the Commiee
is to address the following specific
responsibilities, while adapting its
activities as appropriate to address
changing priorities within the business:
Financial reporting: reviewing the
published half-year and annual
Financial Statements and reports,
and any other formal announcement
relating to the Group’s financial
performance, and advising the
board on whether such information
represents a fair, balanced and
understandable assessment
of the Company’s position and
prospects; monitoring compliance
with relevant statutory reporting
and listing requirements; reviewing
and considering any changes
in accounting standards; and
considering the suitability of, and any
changes to, accounting policies used
by the Group, including the use of
estimates and judgements.
Internal control and risk management:
reviewing the adequacy of the
Group’s internal controls; assisting
the board in conducting a robust
assessment of the Company’s
emerging and principal risks;
and monitoring the scope and
eectiveness of the activities of the
Group’s internal audit activities in the
context of the Group’s overall risk
management framework.
Meeting aendance
Aended
Lesley Watkins
1
1/1
Stephen Kunzer
2
9/9
Elizabeth Gooch 9/9
Joanne Lake
3
9/9
1 Lesley Watkins le the Commiee on
31March 2022.
2 Stephen Kunzer le the Commiee on
31January 2023.
3 Joanne Lake joined the Commiee with
eect from 1 March 2022.
As part of this responsibility, the
Commiee receives reports from the
Risk Commiee and regularly reviews
the Group’s compliance policies and
procedures, including those relating
to whistleblowing, the prevention of
bribery, corruption and fraud, and the
Group’s KYC processes.
Reviewing and monitoring the
eectiveness of the external audit
process and the independence of
the external auditor: conducting the
tender process to appoint an external
auditor and making recommendations
to the board on the appointment,
reappointment and removal of the
external auditor; planning with the
external auditor the half-year review
and full-year audit programme,
including agreement as to the nature
and scope of the external audit as
well as the terms of remuneration in
the context of the overall audit plan;
monitoring the ongoing eectiveness
of the external auditor; monitoring the
objectiveness and independence of
the external auditor; and approving
and monitoring any non-audit
services undertaken by the external
auditor, together with the level of non-
audit fees.
The following sections describe the work
of the Commiee during the year ended
28 February 2023.
Review of Financial Statements
The Commiee monitors the integrity
of the Company’s Financial Statements
and has reviewed the presentation of the
Group’s interim and annual results. As
part of this review, it considered maers
raised by the Group Chief Financial
Ocer, together with reports presented
by the external auditor summarising
the findings of their annual audit and
interimreviews.
Financial Statements
Braemar Plc Annual Report and Accounts 2023
61
Strategic Report Governance
The key areas of estimates and
judgements considered for the year
ended 28 February 2023 are:
Estimates
Impairment of goodwill
Determining whether goodwill is
impaired requires an estimation of the
value-in-use of the cash-generating
units to which these assets have been
allocated. The value-in-use calculation
estimates the present value of future
cash flows expected to arise for the
cash-generating unit. The key estimates
are therefore the selection of suitable
discount rates and the estimation
of future growth rates which vary
between cash-generating units (“CGU”)
depending on the specific risks and
the anticipated economic and market
conditions related to each cash-
generating unit. Climate change risk has
been taken into account in determining
the underlying inputs used in calculations
used for impairment reviews and is not
considered to have a material impact on
the value-in-use calculations.
The Commiee considered the work
done to support the discount rate, the
growth assumptions and the potential
impact of climate change and are
satisfied these estimates are appropriate.
The result of this work indicated that the
Goodwill relating to the acquisition of
Naves in 2017 was impaired and further
work was carried out to determine the
extent of that impairment.
Following the completion of this work,
the Commiee concluded that an
impairment of £9.1 million was required to
bring the carrying value into line with the
value in use. This work is described in
Note 10 to these Financial Statements.
Acquisition accounting
Following the acquisition of Southport
Maritime in December 2022, the fair
values of the assets and liabilities
acquired at the acquisition date were
estimated with the support of a third-
party expert valuer. This valuation
of acquired intangibles is subject to
estimation of future cash flows and
the discount rate applied to them.
Determination of the useful economic
lives of intangible assets requires
assumptions about future market
trends and future risk of replacement or
obsolescence of those assets.
Share option vesting
The fair value determined at the grant
date of the equity-seled share-based
payments is expensed on a straight-line
basis over the vesting period, based on
the Group’s estimate of the number of
equity instruments that will eventually
vest. At each reporting date, the Group
revises its estimate of the number of
equity instruments expected to vest as a
result of the eect of non-market based
vesting conditions.
The Commiee is satisfied that the
processes to determine the eect of
non-market based vesting conditions
are appropriate.
Provision for impairment of trade
receivables and accrued income
The provision for impairment of trade
receivables and accrued income
represents management’s best estimate
at the Balance Sheet date. Several
judgements are made in the calculation
of the provision, primarily the age of the
invoice, the existence of any disputes,
recent historical payment paerns and
the debtors financial position. Further
details can be found in Note 22 to the
Financial Statements.
The Group reviewed the impact of the
conflict in the Ukraine on the Financial
Statements at 28 February 2023 to
ascertain if there was any evidence
to suggest that the Group’s trade
receivables may be at a higher risk of
becoming credit impaired as a result of
the conflict. There was no evidence of
any material impact and therefore, no
impairment allowance was made.
The Commiee reviewed management’s
process for determining the provision
and considered the likelihood of the
conflict in the Ukraine impacting the
collection of trade receivable and
were satisfied that the judgements
areappropriate.
Valuation of defined benefit
pensionscheme
The Group uses an independent actuary
to provide annual valuations of the
defined benefit pension scheme. The
actuary uses a number of estimates in
respect of the scheme membership, the
valuation of assets and assumptions
regarding discount rates, inflation rates
and mortality rates.
The Commiee reviewed the work of the
third-party expert, the forecast cashflows
and the discount rate applied and are
satisfied that they are appropriate. The
consideration is being treated as post
combination remuneration expense due
to the requirement for the recipients
to continue working for the business
for a 3-year period. As a result of the
purchase price not being treated as
consideration, the Commiee was
satisfied that the appropriate treatment
was to recognise a gain on bargain
purchase arising from the recognition of
the net assets acquired.
Fair value of VertomCory
contingent consideration
The estimate at the balance sheet date
of the fair value of the earnout payments
is £1.4 million, an increase of £0.1 million
from the estimate in the previous year.
The fair value of the earnout payments
involves two critical estimates; the
future profitability of the combined
business and the discount rate used
to calculate the net present value. The
future profitability forecasts are based
on an updated business plan prepared
by the combined VertomCory business
following the first ten months of trading
as a combined entity. The discount rate
was used to calculate the net present
value which was based on the credit risk
of Vertom Agencies BV following a credit
check performed by management.
The Commiee reviewed the
assumptions on future profitability and
considered the most recent budget
provided by the combined VertomCory
business. The Commiee concluded
that management’s estimates are
appropriate and that the carrying value
of the earnout payment is reasonable.
Recoverability of deferred tax assets
The carrying amount of deferred tax
assets is reviewed at each reporting
date and reduced to the extent that it is
no longer probable that sucient taxable
profits will be available to allow all or part
of the asset to be recovered.
The Commiee considered the
expected future taxable profits of the
Group and are satisfied that these are
sucient to allow the deferred tax asset
to be recovered.
Braemar Plc Annual Report and Accounts 2023
62
The membership details are provided
by an independent trustee while
the valuation of assets is verified
by an independent fund manager.
The discount rates, inflation rates
and mortality rates are reviewed by
management for reasonability. Further
details can be found in Note 29 to the
Financial Statements.
The Commiee considered the review
work performed by management in
respect of the estimates made by the
independent actuary and the information
provided by the independent trustee and
are satisfied with the process.
Judgements
Revenue recognition
IFRS 15 “Revenue from Contracts
with Customers” requires judgement
to determine whether revenue is
recognised at a “point in time” or “over
time, as well as determining the transfer
of control for when performance
obligations are satisfied.
The Commiee considered the work
done to validate the accuracy of
revenue transactions and is satisfied
that management’s judgement on
the timing of revenue recognition is
materiallycorrect.
Classification and recognition of
specific items
The Group excludes specific items
from its underlying earnings measure;
management judgement is required
as to what items qualify for this
classification. Each item reported as
specific is either directly related to
acquisitions or not expected to be
incurred on an ongoing basis. Further
details can be found in Note 10 to the
Financial Statements.
The Commiee reviewed the
items for reasonableness and
consistency and are satisfied with
management’sclassification.
Recoverability of defined benefit
pension scheme net asset
As a result of actuarial movements during
the period, including an increase in the
discount rate from 2.65% at 28February
2022 to 4.90% at 28February 2023,
the UK defined benefit scheme is in an
actuarial surplus position, net of tax, at 28
February 2028 (measured on an IAS 19
“Employee Benefits” basis) of £1.1 million
(28February 2022: liability of £2.1million).
The surplus has been recognised
on the basis that the Group has an
unconditional right to a refund, assuming
the gradual selement of Scheme
liabilities over time until all members have
le the Scheme.
The Commiee reviewed the terms
of the scheme and the discount rate
used to estimate the value of the assets
and liabilities of the scheme and have
concluded that the recognition of the
surplus was reasonable.
Assessment of business
combinations
During the year, the Group acquired
the entity Madrid Shipping Advisors
S.L. Management concluded that the
transaction did not meet the definition
of a business combination, and as a
result, treated the transaction as the
recruitment of a team of brokers with
associated sign on bonuses.
The Commiee considered the key
terms of the transaction and the
nature of the arrangement as a whole.
As part of the transaction, no assets
were acquired, nor were any liabilities
assumed. The Commiee agreed
with management’s view that the
transaction did not meet the definition
of a business combination because
the acquired entity only held service
contracts for key employees and was
a newly incorporated company, set up
specifically for the acquisition.
Climate-related risks
Management have considered the
impact of climate-related risks in
respect of impairment of goodwill, and
recoverability of receivables in particular
and do not consider that climate-related
risks have a material impact on any key
judgements, estimates or assumptions
in the consolidated Financial Statements.
The potential impact of climate
change has been reviewed by the Risk
Commiee and has been identified as
an emerging risk for the shipping and
energy sectors within which the Group
operates, but not one which is likely to
have an impact on the business in the
short to medium term.
The Commiee has also assessed the
short-to-medium-term impact relating
to climate change risks and it is not
expected that climate-related risks will
have a material impact on the Group’s
short-term financial performance.
Going concern and viability
The Group has drawn up its accounts on
a going concern basis and the directors
have assessed the viability of the Group
over a four-year period. Four years is
used because the Group’s revolving
credit facility will need renewing aer this
four-year period.
The Commiee received reports to
support these maers and considered
the assumptions made, the sources
of liquidity and funding, the risks and
sensitivities to the forecasts and the stress
tests used, including the potential impact
from the independent investigation. The
Commiee concluded that the application
of the going concern basis for the
preparation of the Financial Statements
is appropriate. More detail can be found
in the Principal risks and uncertainties
section of this Annual Report.
Internal independent investigation
provision
In June 2023, the board commissioned
an internal independent investigation
into an historical transaction from 2013.
The investigation was overseen by an
Investigation Commiee chaired by the
Group’s non-executive Chairman and
was conducted by an independent
specialist forensic accounting firm,
and independent external counsel.
The investigation was comprehensive
and complex and ultimately focused
on a review of several of transactions
between 2006 and 2013.
As a result of the investigation, the Group
has recognised a provision of £2.0 million
in relation to the uncertain obligations
connected to a number of the
transactions and commission obligations
reviewed as part of the investigation.
Of the £2.0 million, £1.7 million relates
to historical unseled commission
payable, which has been reclassified
from trade payables to provisions
during the year. While the board cannot
forecast with certainty final outcomes
in respect of these obligations, based
on the Group’s current information, the
amount recognised is the current best
estimate of the amount required to sele
the obligations at the balance sheet
date, taking into account the risks and
uncertainties surrounding the obligations,
including interpretation of specific laws
and likelihood of selement.
Report of the Audit & Risk Commiee continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
63
Strategic Report Governance
Capital reduction and dividend
rectification process
In December 2022, the Company
commenced a project to research
options for increasing the distributable
reserves available to the Company in
order to support the Group’s stated
progressive dividend policy. The initial
focus was on short term options that
would increase the distributable reserves
as at 28 February 2023 in order to allow
a final dividend recommendation with
the publication of year end results later
in 2023. A review of these short-term
options identified that charges taken
to retained earnings in recent years for
the impairment of the value of certain
preference shares held by the Company
represented unrealised losses and could
therefore potentially be excluded from
the calculation of distributable reserves.
Whilst reviewing the possibility that the
impairment losses could be determined
as unrealised losses for the purpose
of measuring distributable reserves, a
broader review of other gains and losses
that had been recorded in retained
earnings in recent years was carried out.
This review identified certain gains that
had been recorded regularly relating to
share-based payments charges. The
gains in question arose when shares
were awarded to employees of other
Group companies and the cost of those
shares increased the cost of investment
of those Group companies and retained
earnings. This review led the Company
to identify that a significant balance
within retained earnings (that was not
previously identified as created by
unrealised gains) was incorrectly used
by the Company in the calculation of its
distributable reserves. This meant that
the Company paid several dividends
between 2016 and 2023 without having
sucient distributable reserves from
which to lawfully pay such dividends. Full
details of the historic relevant dividends
are set out in the circular posted to
shareholders dated 28 March 2023.
The Company convened a General
Meeting which was held on 18 April
2023 where shareholders voted in
favour of all the capital reduction and
dividend rectification special resolutions
put forward by the board. With the
confirmation of the Court, the Company
cancelled its share premium account
and capital redemption reserve. The
Company then applied the sums
resulting from this cancellation reduction
to its distributable reserves.
External audit
BDO LLP was reappointed as external
auditor at the 2022 AGM for their fih
year as auditor to the Group. The lead
audit partner at BDO LLP responsible
for the external audit is Oliver Chinneck.
Oliver was a key audit partner in the
previous four years but has taken over
the lead role in the current year and has,
therefore, served five years following the
conclusion of the 2023-year end audit.
In line with the independence
requirements Oliver should rotate aer
five years. However following the maers
arising in the current year audit and
the change in Chief Financial Ocer,
to maintain audit quality, the Audit &
Risk Commiee wrote to BDO’s ethics
partner to request that Oliver’s tenure as
lead audit partner be extended by a year.
Following review, BDO agreed to the
one-year extension for the FY24 audit
and put in place eective safeguards to
maintain Independence.
The Group has a clear policy for the
approval of non-audit services, which
sets a limit on the level of fees for
non-audit services at 70% of the
external audit fee. The external auditor
is only appointed to perform a non-
audit service when doing so would
not compromise the independence
and eectiveness of the external
audit function, and when its skills and
expertise make it the most suitable
supplier. The Group policy for the
approval of non-audit services requires
the Commiee’s prior approval of
all non-audit services. This year, the
external audit fee represents 81% of the
total fee paid to BDO LLP (FY22: 91%).
The Commiee also continues to agree
the scope and related fee for the annual
external audit. The non-audit services
performed during the year related to the
half-year review.
The Commiee additionally monitors
the independence of the external
audit function, as well as its objectivity
and eectiveness, through the annual
schedule of meetings (at which it
discusses the auditor’s reports and
performance), through inviting feedback
from those involved with the external
auditor’s work across the business, and
through additional meetings between
the Chair of the Commiee and the lead
audit partner.
Review of the control environment
and financial processes
The audit for the previous year
highlighted weaknesses in some of
the Group’s accounting processes and
resources. The Commiee reviewed
the causes of the weaknesses and
the associated control environment
and concluded that the Finance Team
did not have sucient qualified and
experienced members. A plan was
therefore developed to strengthen the
resources in the Finance team and to
make the changes required to ensure
the weaknesses do not re-occur.
The plan is in the process of being
implemented and additional resources
have been recruited into Finance team,
including a new experienced Group
Financial Controller and additional
qualified accountants in dierent areas
within the team. Work is ongoing to
strengthen the regular review and
financial control processes and improve
the use of the financial systems available.
A particular focus is being given to the
consolidation system as several of the
weaknesses identified related to the
consolidation of the Group’s results in
the context of disposals and acquisitions
rather than ongoing trading.
This work has identified additional
prior period adjustments required
in the current year to the Financial
Statements as are described in Note 35
and the Commiee has reviewed the
reasons why they were not identified
previously. This review has provided the
Commiee with stronger assurance and
confidence that the improved control
environment will reduce the risk of similar
adjustments in the future. The Audit &
Risk Commiee is keeping under review
the further process of improvement to
ensure that the plan is continues to be
appropriatelyprogressed.
Internal independent investigation
The internal independent investigation
referenced in the Chairman’sStatement
on pages 5 to 7 highlighted improvements
that were required in the Compliance
function, particularly around ‘Know Your
Customer’ (“KYC”) checks and ongoing
monitoring. The Group has acted promptly
to address the weaknesses identified and
has implemented new procedures and
anongoing improvement plan.
Braemar Plc Annual Report and Accounts 2023
64
Review by the Financial
ReportingCouncil
The Financial Reporting Council (“FRC”)
carried out a review of Braemar’s interim
results for the six months to 31 August
2022 in accordance with Part 2 of
the FRC Reporting Review Operating
Procedures. Based on their review,
there were no questions or queries
they wished to raise with the Company.
They did however highlight items
where they believed that the readers
of the accounts would benefit from
improvements in disclosure which, to the
extent applicable, have been addressed
in the year-end Financial Statements.
Internal audit
Internal audit is an independent
assurance function which supports
Braemar in improving its overall control
framework. The work of the internal
audit function supports Braemar to
evaluate and improve the design and
eectiveness of the risk management
framework, internal control, and
governance processes. The Audit & Risk
Commiee defines the responsibility and
scope of the internal audit function and
approves its annual plan. Reporting to
the Chair of the Audit & Risk Commiee
and administratively to the Group Chief
Financial Ocer, the Head of Internal
Audit and Risk leads the Internal Audit
and Risk Management function.
The Audit & Risk Commiee monitors
the delivery of the internal audit plan
throughout the year and provides
challenge to ensure that management
is suciently responsive to any
auditfindings.
Business functions, processes and areas
forming part of the rolling three-year
risk-based Group internal audit plan are
based on assessment of risks to the
business, as described on pages 47
to 53 of this Annual Report. The plan is
reviewed and updated at least annually
to help ensure key Group and new or
emerging risks receive appropriate and
timely audit focus. Updates or changes
to the audit plan, and internal audit
reports, are reviewed by the Audit & Risk
Commiee during the year.
The Group’s operational and functional
management teams are engaged
and involved in the risk assessment
process and in the development of
the internal audit plan by way of the
followingactivities:
Risk Commiee meetings to agree
and coordinate compliance, risk
management, and to provide input
into internal audit activity;
submission of operational and
financial senior management
confirmations that the results of
their respective business areas are
accurate, that stated levels of debtors
and accrued income are recoverable,
adequate provisions have been
made for uncollectible amounts, and
that the business complies with the
Group’s position on the UK Bribery Act
and there have been no breaches of
applicable sanctions;
completion of semi-annual control
self-assessment questionnaires
by all Group entities to help ensure
that adequate controls are in place.
Completed questionnaires are
reviewed and discussed with senior
management for their respective
business areas; and
suggestions for internal audit activity
are sought from each business
area, and operational and functional
departments.
Audits were conducted this year on
sanctions, Braemar Corporate Finance
and employee expenses. Management
action plans were developed and agreed
with action implementation dates for
identified control gaps or deficiencies.
Progress against agreed management
actions from audits is monitored
through regular updates to the Audit
&RiskCommiee.
Risk and internal control
framework
During the year, the Audit & Risk
Commiee continued its focus on review
and enhancement of the Group’s risk
and internal control framework. Braemar
is commied to the highest standards of
conduct in all aspects of its business.
In reviewing and improving this
framework of policies, processes and
procedures, the directors remained
mindful of the potentially competing
interests of the Company’s stakeholders,
particularly the need to balance
cost, resource, and the interests and
perspectives of clients and other market
participants with the need to maintain
its reputation for integrity and to comply
with international laws and best practice.
This review, and the Audit & Risk
Commiee’s ongoing responsibilities
in this area, saw the Audit & Risk
Commiee involved in:
reviewing the work of the Risk
Commiee, particularly on maers
such as the regular reviews of the
Group’s emerging and principal risks
and the development of its enhanced
Risk Management Framework;
reviewing and improving the Group’s
framework of compliance policies
and procedures, including in relation
to sanctions, bribery and corruption,
conflicts of interest, know your
customer, entertainment, meals, gis,
tax evasion, and whistleblowing;
reviewing the design of a
comprehensive programme of
compliance training for all sta;
reviewing the financial reporting
framework and improving the
processes for regular reporting of key
financial judgements and estimates,
as well as other elements of risk
management across the business;
reviewing the Group’s IT cyber
security monitoring and planning
programme;
reviewing the Group’s insurance
coverage; and
reviewing the Group’s foreign
exposure and hedging strategy.
More information on the Group’s
emerging and principal risks, including
a summary of the principal risks facing
the Group and how these are managed
can be found on pages 47 to 53 of the
Annual Report.
Joanne Lake
On behalf of the Audit & Risk
Commiee
15 November 2023
Report of the Audit & Risk Commiee continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
65
Strategic Report Governance
Report of the Nomination Commiee
The primary responsibilities of the
Nomination Commiee are to ensure
that the board and its commiees
have the right composition, to lead the
process for appointments to the board,
and to ensure that the Company has
appropriate plans in place for succession
to the board and senior management
roles. The Commiee’s terms of
reference can be found in the Investors
section of the Company’s website.
The Nomination Commiee comprises
three independent non-executive
directors and is chaired by the
Company’s non-executive Chairman,
Nigel Payne. Following on from an
extensive reorganisation of the board and
the board commiees in the previous
financial year and with the present
board being therefore largely new in
their roles, aside from the appointment
of Joanne Lake on 1 March 2022 (which
the Nomination Commiee had met and
approved in the previous financial year),
it was not deemed necessary to hold
any review meetings during this financial
year. The Nomination Commiee did
meet in February 2023 to discuss the
appointment of a new non-executive
director to replace Stephen Kunzer.
Board changes
Lesley Watkins stepped down as a
Director with eect from 1 March 2022
and was replaced by Joanne Lake.
Stephen Kunzer also stepped down from
the board with eect from 31 January
2023. When Stephen stepped down
from the board, the Commiee led
the search to appoint a non-executive
director to the board. This search
comprised a review across a wide-
ranging number of industry sectors from
both internal and external sources.
In considering the optimum criteria and
aributes for this role, the Commiee
considered the existing structure
and diversity of the board and senior
management, the culture of the
organisation and the focus of the
Group’s future strategy. The Commiee
agreed that it was important to add
incremental skills to the board. In May
2023, the Commiee was delighted
to recommend Cat Valentine for
appointment to the board; Cat was duly
appointed to the board for a three-year
term subject to annual re-election by
shareholders with eect from 16 May
2023. In June 2023, the Commiee was
pleased to recommend the appointment
of Grant Foley as Group Chief Financial
Ocer. Grant joined the board with
eect from 1 August 2023, more detail
on his appointment can be found in my
Statement on pages 5 to 7. NickStone
le the business on 31 July 2023 and on
behalf of the board, we thank Nick Stone
for his contributions and wish him well
for the future.
Succession planning
The Nomination Commiee’s succession
planning has two key areas of focus:
firstly, to ensure that the board has the
right combination of skills, experience,
knowledge and independence; and
secondly, to ensure that the Company
has plans in place for orderly succession.
This includes the development of a
diverse talent pipeline for the Company’s
senior management and more broadly
across the Group. The Commiee
manages the former through its rigorous
and formal approach to new board
appointments and regularly challenges
the directors to consider the size and
composition of the board and the
appropriate range of skills and balance
between executive and non-executive
directors through an evaluation process.
The Commiee manages the second
area through the review of the succession
plans in place for senior management
across the Group. As part of this, the
Commiee challenges the executive
directors and senior management across
the business to present detailed insights
into the organisational structures and
personnel profiles of the businesses and
how they look to develop key talent and
mitigate succession risk.
More information on how the Company
invests in the training and development
of its people can be found on pages
34 to 45 of this Annual Report. Where
necessary, the Company also considers
how best to fill potential vacancies with
external candidates.
In both of these areas, the Commiee
ensures that the directors and senior
management remain mindful of the
Group’s diversity policy. Braemar
recognises the importance of diversity in
all respects, including (but not limited to)
gender, skills, age, experience, ethnicity
and background. The Commiee believes
that diversity and an inclusive culture are
important contributors to a company’s
ability to achieve its strategic objectives
and deliver long-term, sustainable
success. As at the date of this Report,
approximately 26% of the Group’s
Executive Commiee and its members
direct reports are female (FY22: 10%) and
three of the seven board positions are
occupied by female board members.
More information on the Group’s policies
and approach on diversity can be found
in the “Culture and values” section earlier
in this Corporate Governance Report and
in the EPSG Report on pages 34 to 45 of
this Annual Report.
Board evaluation
The board carries out regular self-
evaluations to monitor and improve
on its performance and address any
weaknesses. As with the prior year, it was
decided that the formal annual evaluation
could be eectual without the need for
any external facilitation, with the process
being led by the Chairman with the
assistance of the Company Secretary. An
important component of this process was
the completion of a set of questionnaires
by the directors to record their views on a
range of maers and to act as a catalyst
for broader feedback. The Commiee
has considered the actions from the
evaluation exercise conducted in 2022. At
the time the evaluation was carried out,
most of the directors were new to the
board and it was therefore agreed that
an evaluation should be carried out the
following year once the board had been
working together for a substantive period
time. The Chairman continues to work
with the other directors and the Company
Secretary to improve the eectiveness of
the board and its Commiees.
Nigel Payne
On behalf of the Nomination Commiee
15 November 2023
Braemar Plc Annual Report and Accounts 2023
66
Directors’ Remuneration Report
On behalf of the board, I am pleased to
introduce the Directors’ Remuneration
Report for the year ended 28 February
2023. As in past years, the first section
of this introductory statement details
the work of the Commiee together
with our remuneration philosophy, which
remains unchanged. I will then go on
to describe how we paid our executive
directors in the year in the context of
Company performance, and to introduce
the remuneration items for which we
are seeking shareholder approval at our
2023 AGM. This year this includes the
three-yearly renewal of our Directors
Remuneration Policy.
Remuneration philosophy
The Commiee’s approach to executive
remuneration remains unchanged.
The pay structures in our sector are
atypical compared with the norm
of executive pay. However, they are
proven to work within Braemar as well
as being accepted practice across
the shipbroking sector and other
commission based businesses. The
board carefully analysed whether the
business would be beer served by a
non-shipbroking CEO and COO and
unanimously concluded that it would not.
The Commiee is focused on retaining
our executive directors and appropriately
incentivising them to deliver shareholder
value, whilst also being mindful of best
practice and market trends (including
the guidelines of investor bodies). In
FY23, the Commiee worked within the
existing shareholder approved policy to
reward our executive directors.
Our framework is based on five
coreprinciples:
Market competitiveness: the
success of our business is entirely
dependent upon the experience
and skills of our employees and
management team, the specialist
advice they oer, and the relationships
that they develop with our clients.
The structures, designs and quantum
of our remuneration arrangements
must be sucient to allow us to retain
our team and compete in highly
competitive global talent markets.
Proportionality and alignment to
performance: we seek to pay no
more than is necessary and also
ensure that a substantial portion of
executive reward is aligned to both
profitability and delivery of strategy.
In line with our competitors, we
operate profit sharing arrangements
for those individuals engaged in
broking activities.
Simplicity and transparency: our
executive remuneration structures
must be clear and understandable for
participants and other stakeholders.
Alignment with shareholders: we
align long-term rewards with the
long-term value of our shares through
share ownership guidelines and
share-based remuneration.
Meeting aendance
Aended
Stephen Kunzer
1
5/5
Elizabeth Gooch 6/6
Joanne Lake 6/6
1 Stephen Kunzer le the Board on
31January2023.
The Remuneration Commiee
and its work
The Remuneration Commiee is
appointed by the board and comprises
three independent non-executive
directors. The non-executive Chairman
is not a member of the Commiee.
The Commiee is chaired by Elizabeth
Gooch and its terms of reference can
be found in the investors section of the
Company’s website. The Commiee’s
main responsibilities are to:
determine the policy and framework
for executive remuneration;
set the remuneration for the executive
directors, the Chairman and the
Group’s senior management;
review remuneration and related
policies for employees across the
Group; and
approve the design of, and determine
targets for, performance-related
incentive schemes and/or equity
participation schemes across
the Group.
In discharging these responsibilities,
the Commiee may call for information
and advice from advisers inside and
outside the Group. During the year,
the Commiee took advice from the
Chairman of the board, the Group
Chief Executive Ocer, the Group Chief
Operating Ocer, the Group Chief
Financial Ocer and the Company
Secretary, who all aended various
meetings at the invitation of the
Commiee, but did not participate in any
decision making, nor were they present
for any discussions, regarding
or aecting their own remuneration.
The Commiee received independent
remuneration advice from FIT
Remuneration Consultants LLP “FIT” on a
range of maers within the Commiee’s
remit, for which fees of £32,679
(excluding VAT and disbursements
and calculated on a time-spent basis)
were charged during the year. FIT
are members of the Remuneration
Consultants Group and, as such,
voluntarily operate under the Code
of Conduct in relation to executive
remuneration consulting in the UK.
FIT was also engaged to provide
advice in relation to the operation of
the Company’s share plans, and the
Commiee is comfortable that the FIT
team continues to provide objective and
independent advice.
Financial Statements
Braemar Plc Annual Report and Accounts 2023
67
Strategic Report Governance
FY23 was also the end of the three-year
performance period for the Long Term
Incentive Plan “LTIP” awards granted in
July 2020. These awards vested in full
as the relevant performance measures
were satisfied. The underlying operating
profit for the previous Shipbroking
Division and Group EPS reported for the
period to 28 February 2023 were higher
than the maximum target as explained
further in this Report.
Before confirming the outcomes
for FY23 annual bonuses and the
LTIP vesting referred to above, the
Commiee considered the nature of
the maers which were investigated
following the financial year end and
which necessitated the delay of the
Annual Report publication and the
related suspension of the Company’s
shares from trading. The Commiee
determined that the nature of the
maers investigated should not impact
incentive plan outcomes given both their
historical nature and the steps taken by
the current management team to rectify
and resolve these issues when they
became apparent.
Review of our Directors’
Remuneration Policy
In preparing for the renewal of our
Directors’ Remuneration Policy by
shareholders at the 2023 AGM, the
Commiee reviewed the operation of the
policy and its continued ability to support
the Company in executing its strategy
and to drive performance which will
benefit our shareholders.
The Commiee acknowledged that the
structure of remuneration packages
designed in this way diers from the
norm for most UK PLCs. However, the
Commiee also concluded that the
impact of the policy, which reflects the
norms and practices of the shipbroking
industry, had been significantly
to shareholders’ benefit since the
appointment of our CEO and COO and
therefore it was unanimously agreed that
the policy should be continued.
Alignment with culture and
risk appetite: we ensure that
remuneration drives the right
behaviours to support our strategy
and reflects our values, including
the identification and mitigation of
any risks that could arise from our
incentive plans.
Our performance in FY23 and
our review of the Directors’
Remuneration Policy
Wider context – our performance
in FY23
As more fully detailed in the Chairman’s
introduction to this Annual Report, FY
2022/23 was a second year of very
strong performance for Braemar:
We achieved record revenue
(£152.9million) and record
profitability (£20.1 million underlying
operatingprofit).
The Group’s cash generation has
alsobeen strong.
We maintained our progressive
dividend policy with total dividends
per share for the year of 12 pence,
a 33% increase over the prior year
dividend of 9 pence per share.
Our share price performance
remained strong in FY23, our TSR
grew by 25.1%, which compares
favourably to the performance of the
FTSE SmallCap (ex IT) in the same
period (minus 4.1%).
The Commiee believes that the
performance of the Company is
testament to the strong execution of
our clear strategy which is focused on
our core shipbroking activities. This has
been the strategy of the business since
January 2021 when our Group Chief
Executive Ocer, James Gundy was
appointed, with his combined role as
both leader of our shipbroking business
and CEO.
Performance and reward in FY23
Given the positive Group performance
and shareholder experience in the year,
the Commiee approved bonuses for
our CEO of £2.95 million and for our
COO of £1.25 million.
In short, the rationale for maintaining the
current remuneration package structures
for our executive directors is that:
The model whereby our CEO and
COO are paid on a continuing
basis for their shipbroking business
activities has served the Company
well since James’ appointment
as our CEO in January 2021 and
Tris’ appointment as our COO in
August2021.
The board believes it is in the interest
of all stakeholders to retain the
services of James and Tris.
By maintaining the current pay
arrangements for James and Tris, we
are maintaining the integrity of their
packages from before they joined the
board and honouring commitments is
at the core of Braemar’s values.
For completeness, we are making
two changes to the operation of
James’ bonus which we consider to
be appropriate following the last two
years’ demonstration of his combined
PLC CEO and leading broker role. These
changes have clarified that the initially
expressed annual cap for James’ brokers’
bonus (£4 million per annum) is not
relevant (this is, we believe, is shown
to be the case by this year’s bonus
outcome which is beneath this level
despite the strong performance). We will
also remove the underpin requirement
on the first £425,000 of bonus which
required specific consideration of Group
performance before that amount could
be paid. Our practical experience of
the way James approaches his role has
demonstrated that he appropriately
balances both overall Group activities
and personal front-line broking work to
the benefit of all stakeholders.
Other changes to our policy are
highlighted in the introduction to the
remuneration policy section of this
Report. These include certain changes in
remuneration practice previously advised
to shareholders (for example, changes in
our policy of having a portion of bonus
outcomes deferred into shares).
Braemar Plc Annual Report and Accounts 2023
68
In early 2023, following a benchmarking
exercise, the Chairman’s fee was
reviewed and from 1 March 2023
increased to £135,000 (£108,000 in FY23).
This was the first increase of the Chair’s
fee since 2019 and no other changes
are proposed to NED fees for FY24.
As announced on 20 June 2023, Grant
Foley joined the Company on 1 August
2023 as Group Chief Financial Ocer,
with Nicholas Stone standing down on
31 July 2023. Details of the new package
arrangements for Grant and of Nick’s
leaving terms are summarised later in
this Report.
Format of the Report and maers
to be approved at our 2023 AGM
The remainder of this Report comprises
two sections:
1. Our proposed new Directors’
Remuneration Policy. This is
being proposed for approval by
shareholders at the reconvened 2023
AGM and if approved will take eect
from the date of the reconvened 2023
AGM and may apply for a period of
up to three years, unless a dierent
policy is approved by shareholders in
the interim; and
2. The Annual Report on Remuneration,
which sets out the details of how
our policy was implemented
during FY23 and the decisions
taken in relation to the prospective
application of the policy in FY24.
The Directors’ Remuneration Report
(comprising both the annual report
on remuneration and this introductory
statement) will be subject to an
advisory vote by shareholders at
the AGM.
Implementation of our policy
in FY24
In short, our intention is for our Directors’
Remuneration Policy to continue to apply
consistently in FY24. This will involve
thefollowing:
Base salaries: the base salaries of
our CEO and COO will remain frozen
at the same levels as applied in FY23.
Annual Bonus: our CEO and COO will
again participate in the brokers’ bonus
which is driven by the profitability
of the broking desks and their
respective contributions towards this.
In addition, part of the COO’s bonus
will be judged against non-financial
metrics (relating to his leadership
of Group central functions and
leadership on acquisitions and other
strategic projects); the weighting of
non-financial metrics for the COO
will likely vary year to year depending
on the needs and priorities of the
business. Our COO plays a key role in
identifying, developing and delivering
opportunities for the business to
grow through strategic hires and
team acquisitions which complement
our core business. Successful and
prudent pursuit of such opportunities
will benefit our shareholders in the
long-term by adding further resilience,
strength and depth to our business.
LTIPs: we will again operate our
LTIP plan in FY24, with each of our
executive Directors receiving an LTIP
award over shares worth up to 100%
of base salary.
Applying a consistent approach to our
pay arrangements provides clarity to our
executive directors and has over time
led to both our CEO and COO building
significant shareholdings in the Company
(shares worth almost five-times salary
for the CEO and shares worth almost
three-times salary for the COO, reflecting
FY23 year-end share prices). This
provides very clear alignment of interests
between our executive directors and
ourshareholders.
We trust that our shareholders will
recognise the outstanding year of
performance delivered by our executive
team and vote in favour of the
resolutions to approve the new Directors
Remuneration Policy and the Directors
Remuneration Report at our 2023 AGM.
Finally, the Commiee would like to
put on record its thanks to our former
Commiee member, Stephen Kunzer,
for his work and his contribution to the
business of the Commiee. Stephen
stepped down as a member of the
Commiee on 31 January 2023. With
respect to other membership changes,
I am delighted to welcome Cat Valentine,
who was appointed to the board in
May 2023 and to the Commiee at
the same time. More details on Cat’s
appointment can be found in the
corporate governance statement on
pages 54 to 57.
Elizabeth Gooch
On behalf of the Remuneration
Commiee
15 November 2023
Directors’ Remuneration Report continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
69
Strategic Report Governance
Remuneration Policy
The Policy will be submied to the 2023 AGM for shareholder approval. If approved by shareholders, the Policy will formally take
eect from the date of the reconvened 2023 AGM and will apply for three years beginning with the date of its approval, unless a
new policy is presented in the interim.
How the Policy was determined and changes from the 2020 Policy
In preparing the Policy for approval at the 2023 AGM, the Commiee has approved a number of changes. These all reflect the
reality of changes in remuneration practices at the Company since the approval of the previous Directors’ Remuneration Policy at
the 2020 AGM, together with maers that have been advised to our shareholders in subsequent Directors’ Remuneration Reports.
The changes accordingly reflect the following:
Changes in our executive team since 2020 – James Gundy, our CEO, took up his role in January 2021 and Tris Simmonds,
our COO, took up his role in August 2021. These executives perform dual roles as both (i) the typical roles of a listed company
executive director, and (ii) being leading operational executives in the core shipbroking business. James and Tris have held these
roles in the core shipbroking business for several years. In line with the Directors’ Remuneration Policy in force at the time of
their appointment as executive directors and as both James and Tris were internal appointments, they have maintained the pay
structures which they participated in prior to their appointments to the board. The proposed new Policy therefore includes these
structures, principally the “Brokers’ Bonus, in which both James and Tris will continue to participate.
2022 Review of firm-wide deferred equity plans – As we explained in the 2022 Directors’ Remuneration Report, during the
prior year we reviewed our policy on deferral of variable remuneration for brokers in which relatively high amounts of total annual
bonus outcomes were being deferred into shares each year resulting in a negative impact on the liquidity of the Company’s
stock. Whilst still recognising the benefits of alignment to the longer-term experience of shareholders, we reduced bonus
deferral requirements across shipbroking in order to address this liquidity issue. The policy was amended to defer 5% of brokers’
annual bonus outcomes as opposed to the previous 10%. However, we maintained the 10% deferral for our executive team.
These ongoing deferral requirements will be reflected in the new Policy.
The Commiee is satisfied that all of the proposed changes in the Policy continue to align with our remuneration philosophy,
as set out on pages 66 to 67.
This part of the Report sets out the Directors’ Remuneration
Policy (the “Policy”) as determined by the Remuneration Commiee.
Braemar Plc Annual Report and Accounts 2023
70
Policy table for Executive Directors
Purpose and
link to strategy Operation
Maximum
opportunity
Performance
measures
Changes from
prior Policy
Base Salary
To provide an
element of fixed
remuneration as
part of a market-
competitive
remuneration
package to aract
and retain the
calibre of talent
required to deliver
the Group’s
strategy.
Base salaries are determined
by the Commiee, taking into
account:
skills and experience of the
individual;
size, scope and complexity
of the role;
market competitiveness
of the overall remuneration
package;
performance of the individual
and of the Group as a
whole; and
pay and conditions
elsewhere in the Group.
Base salaries are normally
reviewed annually with changes
eective from the start of the
financial year.
While there is no defined
maximum, salary increases are
normally made with reference to
increases for the wider employee
population.
The Commiee retains discretion
to award larger increases where
considered appropriate, to reflect,
for example:
Where an executive director
has had an increase in
responsibility.
Where an executive director
has been promoted or has
had a change in scope.
An individual’s development
or performance in role (e.g.
to align a newly appointed
executive director’s salary with
the market over time).
Where an executive director’s
salary is no longer market
competitive (e.g. due to an
increase in size and complexity
of the business).
Increases may be implemented
over such time period as the
Commiee deems appropriate.
None. No material
changes.
Benefits
To provide
a market-
competitive
benefits package
for the nature and
location of the role.
Incorporates various cash/
non-cash benefits which are
competitive in the relevant
market, and which may include
such benefits as a car (or car
allowance), club membership,
healthcare, life assurance,
income protection insurance, and
reimbursed business expenses
(including any tax liability).
Where relevant, other benefits
on broadly the same terms as
provided to the wider workforce
or to reflect specific individual
circumstances, such as housing,
relocation, travel, or other
expatriate allowances may also
be provided.
Any reasonable business-related
expenses can be reimbursed
(and any tax thereon met if
determined to be a taxable
benefit).
Executive directors may also
participate in the Company’s
Save As You Earn (“SAYE”)
scheme on the same basis as
other employees and subject to
statutory limits.
Benefit provision, for which
there is no prescribed monetary
maximum, is set at an appropriate
level for the specific nature and
location of the role.
None. No material
changes.
Remuneration Policy continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
71
Strategic Report Governance
Purpose and
link to strategy Operation
Maximum
opportunity
Performance
measures
Changes from
prior Policy
Pension
To provide a post-
retirement benefit
to aract and
retain talent.
The Commiee may oer
participation in a defined
contribution pension scheme
or provide a cash allowance.
The maximum contribution for
any executive director will be in
line with the level available for the
majority of UK employees at any
given time (currently 5% of salary).
None. No material
changes.
Annual Bonus
To incentivise and
reward annual
performance
aligned with
the long-term
objectives of
individuals and
the delivery of
strategy.
Deferral
into shares
strengthens long-
term alignment
with shareholders.
Executive directors are eligible
to participate in the annual
bonus at the discretion of the
Commiee each year.
Where executive directors
undertake broking activities
they may, at the discretion of
the Commiee, be eligible to
participate in the Brokers’ Bonus
arrangements.
The Brokers’ Bonus is non-
contractual and is currently
calculated as a percentage
of profits from either personal
and/or desk revenues
depending on the role fulfilled.
Where executive directors
do not undertake broking
activities, they may participate
in an annual bonus for which
appropriate performance targets
are set at the outset of the year
in accordance with this policy.
Payout levels for all executive
directors are determined by
the Commiee aer year-end.
A portion of the annual bonus
will be deferred into shares
under the Deferred Bonus Plan
(“DBP”), described in more detail
in the section below.
Clawback provisions will also
apply, as explained on page 74.
In line with market practice for
the Company’s peers, there is no
cap on individual Brokers’ Bonus
awards. However, the Brokers’
Bonus is funded by broking
profitability, and therefore any
amount is capped by the profits
generated by broking activities,
as well as the profitability and
financial position of the Group as
a whole.
Where executive directors do
not undertake broking activities,
the maximum annual bonus
opportunity is 100% of base
salary p.a.
Where executive directors
participate in the Brokers
Bonus, this is currently
calculated as a percentage of
profits which, depending on
the individual’s role may reflect
either personal broking and/or
desk revenues.
However, the Commiee may
also make a portion of the
Brokers’ Bonus for executive
directors subject to the
aainment of specific non-
financial or personal metrics.
Where executive directors do
not participate in the Brokers
Bonus, the performance
measures applied may be
financial or non-financial,
corporate or individual, and
in such proportions as the
Remuneration Commiee
considers appropriate for any
financial year.
For all executive directors, the
Commiee retains discretion
to override any formulaic
bonus outcome, if it considers
it appropriate to do so, to
take account of overall or
underlying Group or personal
performance or such other
factors as it considers relevant.
The Commiee may also set
gateways” or “underpins
for elements of an executive
director’s bonus which must
be aained before that part
of the bonus is paid, should
the Commiee consider
thisappropriate.
Clarified the
continued
participation in the
Brokers’ Bonus for
those executive
directors who
undertake broking
activities.
Clarified that during
the life of this
Policy, non-financial
metrics may be
applied for part of
the Brokers’ Bonus.
Clarified that where
executive directors
do not undertake
broking activities,
they will continue
to participate in a
normal executive
Directors’ annual
bonus, with a range
of performance
measures set
annually.
The Commiee has
the ability to override
formulaic bonus
outcomes for all
executive directors.
Braemar Plc Annual Report and Accounts 2023
72
Purpose and
link to strategy Operation
Maximum
opportunity
Performance
measures
Changes from
prior Policy
Long-Term Incentive Plan (“LTIP”)
To provide a
variable element
which aligns
the reward of all
executive Directors
with long-term
performance
delivered for
shareholders.
Awards are made under the
2014 Long-Term Incentive
Plan (“LTIP”) as approved by
shareholders at the 2014 Annual
General Meeting.
Awards vest subject to
performance measured over a
period of at least three years.
Vested awards are subject to
an additional holding period,
which unless the Commiee
determines otherwise will run
up to the fih anniversary of
thedate of grant.
All executive directors are eligible
to participate each year at the
discretion of theCommiee.
The Commiee retains the
discretion to override formulaic
vesting outcomes downward, if
it considers it appropriate to do
so, to take account of overall or
underlying Group or personal
performance or such other
factors as it considers relevant.
Awards are subject to clawback
provisions, as described in more
detail on page 74.
The usual maximum award
opportunity in respect of
a financial year is 100% of
basesalary.
However, in circumstances that
the Commiee considers to
be exceptional, awards of up
to 200% of base salary may
bemade.
Vesting is based on the
achievement of performance
targets set in respect of key
performance measures aligned
to the strategy and shareholder
value (currently underlying
earnings per share).
Up to 25% vests for threshold
performance.
The Commiee retains
discretion to set alternative
measures and weightings
for awards over the life of
thePolicy.
Targets for performance
measures are set and
assessed by the Commiee
inits discretion.
No material
changes.
Shareholding Requirements
In-employment
shareholding
requirement.
To create greater
alignment between
executive Directors
and shareholders.
Executive directors are required
to build a shareholding of 100%
of base salary. Shares subject
to unvested or vested but
unexercised awards under the
DBP and vested but unexercised
LTIP awards may be included, in
all cases on a net of tax basis.
Executive directors will be
required to retain all of the
shares (net of tax) that vest
under the DBP and the LTIP until
the shareholding requirement
is met.
The Commiee shall retain
a discretion to waive the
requirements, in whole or in part,
in exceptional circumstances
such as critical illness or
personal financial hardship
(including divorce).
Not applicable. Not applicable. No material change.
Remuneration Policy continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
73
Strategic Report Governance
Purpose and
link to strategy Operation
Maximum
opportunity
Performance
measures
Changes from
prior Policy
Shareholding Requirements continued
Post-employment
shareholding
requirement.
To ensure
continued
alignment of the
long-term interests
of executive
Directors and
shareholders post-
cessation.
Executive directors are required
to maintain a shareholding
equivalent to the in-employment
shareholding requirement
immediately prior to departure
(or the actual share and award
holding on departure, if lower)
for two years post-cessation.
Shares subject to unvested
awards under the DBP and
vested but unexercised LTIP
awards may be included, in both
cases on a net of tax basis.
The requirement will only apply
to shares vesting under DBP
and LTIP awards made from the
2020 AGM onwards and will not
apply to shares acquired either
from awards granted before this
date or from shares purchased
directly by the executive director.
Not applicable. Not applicable. Clarified the
introduction date for
this policy from the
2020 AGM.
Discretions retained by the Commiee in operating the incentive plans
The Commiee operates the Company’s various incentive plans according to their respective rules and in accordance with HMRC
rules where relevant. To ensure the ecient administration of these plans, the Commiee may apply certain operational discretions
including those described below.
Awards under any of the Company’s share plans referred to in this Report may:
be granted (if at all) at such times and within the limits of the plans and policy as conditional share awards or nil-cost options or
in such other form that the Commiee determines has broadly the same economic eect;
have any performance conditions applicable to them amended or substituted by the Commiee if an event occurs which
causes the Commiee to determine an amended or substituted performance condition would be more appropriate and not
materially less dicult to satisfy. Any such changes to performance conditions would be explained in the subsequent Directors
Remuneration Report and, if appropriate, be the subject of consultation with the Company’s major shareholders. This ability to
amend or substitute performance conditions will also apply to the annual bonus plan;
incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have
been paid on the shares under an award that vests up to the time of vesting (or where the award is subject to a holding period,
release). This amount may be calculated assuming that the dividends have been reinvested in the Company’s shares on a
cumulative basis;
be seled in cash at the Commiee’s discretion and in exceptional cases (for example where there are tax or regulatory issues
which make it impracticable to sele in shares, to enable the Company to cash sele part of the award to cover any tax
withholding requirements or on a change of control at the request of the acquirer); and
be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other
event that may aect the Company’s share price.
Furthermore, operational discretions are also retained as described in the policy table above and in respect of:
determining the extent of vesting on the assessment of performance;
determining “good leaver” status, the extent of vesting and related determinations in the case of share-based plans or the
annual bonus;
determining the extent of vesting and/or exchanges under share-based plans in the event of a change of control and other
material corporate events;
approving arrangements to meet tax withholding obligations and in respect of exercise periods and processes;
weighting of performance measures and seing targets for the annual bonus and LTIP from year to year; and
in the case of DBP awards only (other than the CSOP element) the redesignation of conditional awards to nil-cost options and
vice versa.
Braemar Plc Annual Report and Accounts 2023
74
Bonus deferral
A portion of the annual bonus will be deferred into shares under the DBP, the latest plan rules for which were approved by the
Company’s shareholders at the 2021 AGM. Such awards will vest, unless the Commiee determines otherwise, aer three years
from the date of grant, subject to continued employment with the Group.
For executive directors, the Company’s policy is to defer 10% of annual bonus outcomes each year under the DBP.
The Commiee may determine that DBP awards are made in conjunction with the Company Share Option Plan (“CSOP”) to enable
UK tax resident individuals to benefit from the growth in value of the shares subject to the awards in a tax-ecient manner. In such
circumstances, when DBP awards are granted, a corresponding market value option will be granted under the terms of the CSOP,
the maximum, aggregate face value of which may be up to £60,000. The options will vest on the same terms as and on the same
date as the corresponding DBP awards. Under the terms of a CSOP, no income tax or employee’s or employer’s National Insurance
contributions will be payable, on exercise, on the growth in value of the shares. The number of shares in respect of which the
DBP awards will vest will be reduced to take account of the gain in value, as at exercise, of the corresponding CSOP options.
CSOP awards would only be made in conjunction with the DBP as described above, and not on a stand-alone basis.
Clawback
Under the DBP and the LTIP, the Commiee may reduce the number of shares subject to unvested awards and/or impose further
conditions on unvested awards (eectively “malus”) and/or require payments in cash or shares be made in certain circumstances
which include:
a material misstatement or restatement of any financial results of the Company;
a material failure of risk management by the Company or a relevant business unit;
serious reputational or financial damage to the Company or a relevant business unit as a result of the participants misconduct
or failure of supervision;
the discovery of facts that could have led to the dismissal of the participant prior to the vesting of the award;
an error of calculation;
the Company suering corporate failure; or
such other exceptional circumstances as the Commiee considers relevant.
These terms may also apply in the case of the cash element of the annual bonus.
The relevant recovery periods are until the time of vesting of the relevant award in the case of DBP awards and at any time prior
to the second anniversary of vesting or payment of the award (as relevant) in the case of awards made under the LTIP and in the
case of the cash element of an annual bonus.
Performance measures and target seing
As set out in the policy table, the Brokers’ Bonus is non-contractual and is currently calculated as a percentage of profits
from either personal and/or desk revenues depending on the role fulfilled. A portion may also be subject to non-financial or
personalmetrics.
The annual bonus where executive directors do not participate in the Brokers’ Bonus is typically based largely on the financial
performance of the Group during the year. When seing the financial performance targets each year, the Commiee considers
a number of factors including the board’s business plan. Targets will be appropriately stretching and aligned to delivery of the
Group’s business plan and strategy.
Performance measures and targets for the LTIP are determined by the Commiee to reflect the Group’s strategy and to align
executive directors with long-term value creation for shareholders. The Commiee sets long-term performance targets that require
appropriately stretching levels of performance, taking into account internal and external expectations.
Existing remuneration arrangements
The Commiee reserves the right to make any remuneration payments and/or payments for loss of oce (including exercising
any discretion available to it in connection with such payments) notwithstanding that they are not in line with the Policy where
the terms of the payment were agreed either (i) before this new Policy comes into eect, provided that the terms of the payment
were consistent with the shareholder-approved Directors’ Remuneration Policy in force at the time they were agreed; or (ii) at a
time when the relevant individual was not a director of the Company and, in the opinion of the Commiee, the payment was not
in consideration for the individual becoming a director of the Company. For these purposes, “payments” includes the Commiee
satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are “agreed” at the
time the award is granted.
Remuneration Policy continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
75
Strategic Report Governance
Illustration of the Remuneration Policy
An illustration of the application of the remuneration policy for 2023 is set out below. The charts below give an indication of the
level of remuneration that would be received by the executive director in accordance with the Directors’ Remuneration Policy.
Fixed pay Annual bonus LTIP (annual award level)
Minimum performance Fixed elements of remuneration
only (being FY24 salaries;
5% employer pension
contributions; plus an
estimate for 2023/24 benefits).
No annual bonus award. No vesting.
Performance in line
withexpectations
For participants in Brokers’
Bonuses, the average of
the last 2 year’s bonuses.
For the CFO, 50% of base salary.
25% of maximum award vesting
(equivalent to 25% of salary) for
achieving expected performance.
Maximum performance For participants in Brokers’ Bonuses,
the in line with expectation bonus
plus 50%.
For the CFO, 100% of salary.
100% of maximum award vesting
(equivalent to 100% of salary) for
achieving maximum performance.
Maximum performance plus
50% share price growth
100% of maximum award vesting
(equivalent to 100% of salary) for
achieving maximum performance
plus hypothetical share price growth
of 50%.
£5,250
£5,000
£4,000
£3,000
£2,000
£1,000
£0
£4,750
£3,750
£2,750
£1,750
£750
£4,250
£3,250
£2,250
£1,250
£250
Minimum Minimum MinimumOn-target On-target On-targetMaximum Maximum Maximum
CFOCOOCEO
£’000
Max with
growth
Max with
growth
Max with
growth
£4,500
£3,500
£2,500
£1,500
£500
100% 100%
100%
17% 31%
58%
28%
79%
62%
7%
4%
£3,087
£4,667
£4,905
£519
£414
£343
£587
£993
£1,156
£1,345
£2,045
£2,233
11% 20%
34%
33%
33%
79%
10%
62%
18%
10% 19%
30%
28%
28%
75%
10%
56%
17%
8%
14%
5%
Fixed Annual Bonus Long-term Incentive Share Price Growth
14%
Braemar Plc Annual Report and Accounts 2023
76
External appointments
The Commiee recognises that executive directors may be invited to become non-executive directors in other companies
(including at the request of the Company). Such additional external appointments should not be undertaken without the prior
approval of the board. The Commiee will consider whether a Director should be permied to retain any fees paid for such service
on a case-by-case basis.
Policy table for the Chairman and Non-executive Directors
Purpose and
link to strategy Operation
Maximum
opportunity
Changes from
prior Policy
To provide market-
appropriate fees to
recruit and retain
individuals of the
calibre required to
deliver the strategy.
The remuneration of the Chairman is determined by the
Commiee and the remuneration of the non-executive
directors is determined by the board (excluding the non-
executive Directors).
Fees are normally reviewed on an annual basis.
Where the Chairman is a non-executive Chairman, they will
receive a single fee encompassing all duties. Where the
Company has an Executive Chairman, they may be eligible
for additional elements in line with the executive director
policy table.
Non-executive directors receive a basic fee and may also
receive additional fees for Commiee or other board duties.
Fees are payable in cash, although the Company may retain
the right to make payment in shares.
Expenses reasonably incurred in the performance of the role
may be reimbursed or paid for directly by the Company, as
appropriate, including any tax due on the benefits.
A non-executive Chairman and non-executive directors do
not participate in any of the Group’s bonus arrangements,
share plans or pension schemes.
While there is no maximum fee
level, fees are set considering:
market practice for
comparative roles;
the time commitment and
duties involved; and
the requirement to aract and
retain the quality of individuals
required by the Company.
No material changes.
Approach to recruitment remuneration
In respect of the appointment of a new executive director, the overall approach of the Commiee would be to provide
remuneration arrangements sucient to facilitate the appointment of individuals of sucient calibre to lead the business and
deliver the strategy, whilst seeking to pay no more than it considers necessary to secure the required talent.
The Commiee would normally seek, as far as practicable, to align the remuneration package with that set out in the policy table
for executive directors. Base salary would be set at an appropriately competitive level to reflect skills and experience and, where
considered appropriate, may be set at a level which allows future above-average salary progression to reflect performance in role.
If the individual was UK based, pension contributions or a cash allowance in lieu of pension would be payable at a rate not greater
than that available to the majority of the UK workforce. Currently this is 5% of salary. Participation in the annual bonus and the LTIP
would be in line with the structure and maximum opportunities set out in the policy table, other than as referred to below.
Where an individual forfeits remuneration arrangements with a previous employer as a result of appointment to the Company,
the Commiee may oer compensatory payments or awards to buy-out the awards forfeited and so facilitate recruitment. Such
payments or awards could include cash as well as performance and non-performance related share awards, and would be in
such form as the Commiee considers appropriate considering all relevant factors such as the form, expected value, anticipated
vesting and timing of the forfeited remuneration. There is no limit on the value of such buy-out awards, but the Commiee’s
intention is that the value awarded would be no higher than the estimated value forfeited. Such awards may be made under the
Company’s existing annual bonus, DBP and LTIP plans or under arrangements established under 9.4.2(2) of the Listing Rules.
Where an executive director is appointed from within the Group, any legacy arrangements may be honoured in line with the original
terms and conditions. Similarly, if an executive Director is appointed following an acquisition of or merger with another company,
the Commiee may determine that legacy terms and conditions are honoured.
The remuneration package for a newly appointed Chairman or non-executive director would be in line with the structure set out in
the policy table for the Chairman and non-executive directors.
Remuneration Policy continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
77
Strategic Report Governance
Service contracts and leers of appointment
The policy for executive directors is for them to have rolling service contracts that provide for a notice period by either party.
The notice period may range between six and twelve months. The Company may terminate the executive director’s contract by
making a payment in lieu of notice of the unexpired notice period equivalent to a value comprising salary, pension and contractual
benefits. There is no provision in any of the service contracts of the executive directors for any ex-gratia payments.
A non-executive Chairman and non-executive directors are appointed pursuant to a leer of appointment. The policy is that non-
executive directors are appointed for an initial term of three years which may be extended for further three-year periods on the
recommendation of the Nomination Commiee and with the board’s agreement, subject to annual re-election at the AGM. The
non-executive directors’ leers of appointment are to be terminable on one month’s notice from either party.
Executive Appointment date Notice period
Grant Foley 1 August 2023 6 months
James Gundy 10 November 2020 6 months
Tris Simmonds 21 July 2021 6 months
Non-executive
Elizabeth Gooch 21 July 2021 1 month
Joanne Lake 2 February 2022 1 month
Nigel Payne 6 April 2021 1 month
Cat Valentine 16 May 2023 1 month
Loss of oce payment policy
In the event that the employment of an executive director is terminated, any compensation payable will be determined in
accordance with the terms of the service contract as well as the rules of any share or incentive plans.
In the event of termination, the following will normally apply:
Payment in lieu of notice As set out above in the previous section, the Company may terminate employment by making a payment in
lieu of notice of the unexpired notice period which shall comprise base salary, pension entitlements and other
contractual entitlements (or an amount in lieu of them).
Annual bonus There is no automatic entitlement in respect of the year of cessation, although the Commiee retains the
discretion to make an award for good leavers, taking into account the circumstances of departure. Any such
award would remain subject to performance and the maximum opportunity would normally be reduced pro-
rata to reflect the period of the year worked.
DBP awards If cessation of employment is by reason of death, ill-health, injury or disability (certified to the satisfaction of the
Commiee), retirement, redundancy or the employing entity no longer being part of the Group, unvested DBP
awards shall vest in full (subject to the normal reduction if the corresponding CSOP option is exercised) on the
original vesting date, unless the Commiee decides to accelerate vesting.
If cessation of employment is for any other reason, then the Commiee retains discretion to apply good leaver
treatment. To the extent the Commiee does not exercise this discretion, unvested and vested but unexercised
DBP awards will lapse in full.
LTIP awards If cessation of employment is by reason of death, injury, disability or ill-health (certified to the satisfaction of
the Commiee), the employing entity no longer being part of the Group or at the discretion of the Commiee
any other reason, unvested awards will continue and vest on the normal vesting date, unless the Commiee
decides to accelerate vesting.
For all other reasons, unvested awards will lapse on cessation. The extent to which unvested awards vest in
these circumstances will be determined by the Commiee, taking into account the extent to which the original
performance conditions are satisfied and, unless the Commiee determines otherwise, the period of time that
has elapsed since the award was granted until the date of cessation.
Vested but unexercised awards held on cessation ordinarily remain exercisable for a limited period.
For LTIP awards which have vested at time of cessation but have not yet been released from a holding period,
the vested awards will continue and ordinarily be released on the original release date.
In the event that a buy-out award is made on recruitment, then the relevant leaver provisions would be determined at the time of
the award.
Braemar Plc Annual Report and Accounts 2023
78
The Commiee reserves the right to make any other payments in connection with a director’s cessation of oce or employment
where the payments are made in good faith, in discharge of an existing legal obligation (or by way of damages for breach of such
an obligation) or by way of selement of any claim arising in connection with the cessation of a directors oce or employment.
Any such payments may include, but are not limited to, paying any fees for outplacement assistance and/or the director’s legal
and/or professional advice fees in connection with their cessation of oce or employment.
Remuneration arrangements across the Group
The Group operates in a number of dierent sectors and geographies and therefore remuneration practices vary widely across
the employee population. Dierences in remuneration practices for executive directors, senior management and other employees
in the Group generally reflect dierences in market practice taking into account role, seniority and geographical location. The
Commiee is also mindful of the importance of executive remuneration being aligned and proportionate with wider remuneration
practices and policies at all levels across the Group.
Remuneration arrangements must be capable of aracting, retaining and engaging the calibre of talent needed to deliver the
strategy in the specific talent markets in which the Group competes. The involvement of employees in the Group’s performance
is encouraged through participation in incentive plans, appropriate for the markets in which the Group operates. In particular, our
shipbrokers, including any relevant executive directors, may participate in commission-based profit-sharing arrangements which
reflect market practice in industry peers. Alignment with shareholders through share ownership is widely encouraged through
participation in share-based incentive schemes.
When making decisions in respect of the executive director remuneration arrangements, the Commiee takes into consideration
the pay and conditions for employees throughout the Group, including levels of salary increase and the operation of key
incentiveplans.
Engagement with shareholders
The Commiee remains commied to and encourages open and constructive dialogue directly with shareholders. The Commiee
monitors investors’ views, best practice developments and market trends on executive remuneration. The Company encourages
shareholders to contact the Commiee Chair with any questions regarding the Policy. Shareholders also have the opportunity to
engage with the Commiee at the Company’s Annual General Meetings.
Remuneration Policy continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
79
Strategic Report Governance
Implementation of the Policy for FY24
This part of the Report sets out details of how the Remuneration Commiee intends to apply the Directors’ Remuneration Policy
(the “Policy”) to the current Directors in FY24.
Base salary
The base salaries for the current executive directors are shown below.
FY23
£’000
FY24
£’000 Change
Grant Foley N/A 325 N/A
James Gundy 475 475 0%
Tris Simmonds 375 375 0%
Benefits and pension
James Gundy, Grant Foley and Tris Simmonds receive benefits and pension in line with the Policy.
Annual bonus
In line with the Policy, as James Gundy and Tris Simmonds continue to undertake broking activities, they continue to be eligible to
participate in the Brokers’ Bonus arrangements. This bonus is non-contractual and is based on profits generated through broking
activities as described in the Policy.
The annual bonus for Tris Simmonds will additionally have an element subject to the aainment of non-financial metrics,
depending on the needs of the business which can reflect the Group’s strategy and operational objectives for the year, including
driving eciencies and growth across the Group.
The annual bonus for Grant Foley is based on a combination of performance measures linked to Group financial performance and
the achievement of the Group’s strategy and operational objectives for the year. In FY24, Grant Foley’s participation will be on a
pro-rata basis.
A portion of the annual bonus awarded to the CEO, CFO and COO will be deferred into shares under the Deferred Bonus Plan, and
the deferral level will be at 10% of bonus outcome.
The board believes annual bonus targets to be commercially sensitive and, consequently, does not publish details of them on a
prospective basis. However, it will consider a fuller disclosure on a retrospective basis when it reports on the performance against
them in the following year’s Annual Report.
LTIP
The Commiee proposes to grant LTIP awards to our executive directors for FY24 at normal policy levels of 100% of salary
(although on a pro-rata basis for Grant Foley). All awards will take the form of nil cost options to acquire ordinary shares of 10 pence
each in the Company following a three-year vesting period subject to meeting the performance criteria set by the Commiee and
the rules of the LTIP. More detail on the performance metrics and targets will be disclosed in the related announcement when the
awards are made. Any vested awards will be subject to a further two-year holding period.
Chairman and non-executive directors’ fees
During the year, the Commiee reviewed the Chairman’s fee and this was increased to £135,000 with eect from 1 March 2023.
A summary of NED fees is set out in the table below.
FY23
£’000
FY24
£’000
Chairman fee 108 135
Non-executive director fee 50 50
Audit & Risk Commiee Chair fee 10 10
Remuneration Commiee Chair fee 10 10
Commiee membership fee
1
N/A 5
1 Cat Valentine receives an additional fee of £5,000 for her membership on the Remuneration and Audit & Risk Commiees.
Annual Report on Remuneration
Braemar Plc Annual Report and Accounts 2023
80
Implementation of the Policy in FY23
This section sets out details of the remuneration outcomes in respect of the year ended 28 February 2023. Those sections that
have been audited have been identified below.
Single total figure of remuneration for FY23 (audited)
The remuneration of the executive Directors in respect of FY23 is shown in the table below (with the prior year comparative).
James Gundy Nicholas Stone Tris Simmonds
1
FY23
£’000
FY22
£’000
FY23
£’000
FY22
£’000
FY23
£’000
FY22
£’000
Base salary
2
450.0 425.0 250.0 250.0 333.3 145.8
Benefits
3
2.6 3.6 1.6 2.2 2.7 2.1
Pension
4
22.9 21.3 12.5 12.5 16.7 7.3
Annual bonus
5
2,950 1,948.0 0.0 44.0 1,250.0 250.0
LTIP
6
678.1 479.0 484.4 106.0
SAYE
7
7.9 4.6
Total 4,111.5 2,87 7.0 753.1 414.0 1,602.7 405.2
Total Fixed 475.5 449.9 264.1 264.7 352.7 155.2
Total Variable 3,636.0 2,427.0 489.0 150.0 1,250.0 250.0
1 Tris was appointed as Group Chief Operating Ocer on 1 August 2021 and his data for 2021/22 represents his remuneration for the year as a director and does
not include his remuneration as an employee for his role prior to his promotion. His bonus for FY22 in that period was the £250,000 amount shown above. This
corrects a disclosure of £145,000 made in this table last year in error (which had further pro-rated an already pro-rated number).
2 James’ base salary was increased from £425,000 to £475,000 in September 2022. Tris’ base salary was increased from £250,000 to £375,000 in July 2022.
3 Benefits include private healthcare.
4 Pension includes the value of pension contributions to the Company’s defined contribution scheme (or an equivalent cash allowance) in response of the
relevant year.
5 Annual bonus represents the full value of the annual bonus awarded in respect of the relevant financial year, including the portion that is deferred into shares
pursuant to the DBP.
6 LTIP represents the value of the LTIP award that vests in respect of a performance period ending in the relevant financial year.
7 SAYE represents the gain on the exercise of shares purchased through the save as you earn scheme.
The fees of the non-executive Directors are shown in the table below.
Fixed fee
FY23
£’000
FY22
£’000
Lesley Watkins 3.5 52.5
Stephen Kunzer 40 42.5
Elizabeth Gooch 60
Nigel Payne 108 90
Joanne Lake 60
Additional fees for non-executive directors
In FY23, Elizabeth Gooch and Joanne Lake each received a fee of £5,000 for additional work on behalf of the board in the
management and resolution of reporting issues which delayed the publication of the FY22 accounts. This work involved a
significant number of additional meetings in Summer 2022. This £5,000 fee was in addition to their base NED fees and fees for
chairing the Remuneration Commiee and Audit & Risk Commiee respectively.
Payments to past directors and payments for loss of oce (audited)
There were no payments to past directors in the year. A summary of Nicholas Stone’s leaving arrangements is set out below:
A payment in lieu of notice, totalling £51,630.50, was paid in his final salary, inclusive of basic salary and pension
contributionentitlement.
No bonus was paid in respect of FY23 or FY24.
With respect to outstanding LTIP awards, Nicholas Stone received a payment of £51,630.50 in lieu of 36,653 vested 2019 LTIP
awards and retained all 156,250 vested 2020 LTIP awards, subject to the terms of the LTIP including continued holding periods.
All 2021 LTIP awards (88,495) were lapsed in full.
All outstanding DBP awards and linked CSOP options (55,180 in total), which were granted in 2020, 2021 and 2023 were lapsed
in full.
Annual Report on Remuneration continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
81
Strategic Report Governance
Annual bonus for FY23 (audited)
The following bonus payments have been provided for:
James continues to participate in the Brokers’ Bonus, which delivered an ouurn of £2,950,000 from a successful year. This
represented a percentage of profits derived from personal broking revenues and a percentage of other revenues generated
across the business based on his involvement and leadership across all desks. The relevant revenues were then reduced for
agreed costs and an agreed profit share percentage was applied.
Tris’ bonus delivered an ouurn of £1,250,000 from a successful year. The annual bonus for Tris Simmonds in FY23 was
determined with reference to the successful acquisitions made during the year and revenues of the broking desks across the
Group with a portion of this revenue allocated to Tris for the purposes of bonus calculation. An agreed profit share percentage
was then applied to this calculation.
As disclosed, Nicholas Stone did not receive a bonus for FY23; accordingly we have not disclosed the original profit metrics that
were set for this item.
LTIP award – granted during FY23 (audited)
The Commiee granted LTIP awards to James Gundy during the period at a level of 100% of salary and an exceptional 200%
of salary award for Tris Simmonds in his first year as COO. The awards have performance criteria based on the Company’s
growth in Earnings per Share “EPS”, measured over a three-year performance period ending on 28 February 2025.
The underlying EPS measure will be adjusted to eliminate 50% of the estimated impact of changes in foreign exchange
rates over the performance period.
The performance targets require a 3-year CAGR growth of 25% or more for full vesting (100% of the award), with threshold vesting (25%
vesting of the award) at 15% CAGR. For aaining 3-year growth between these points, vesting will be pro-rata on a straight-line basis.
2020 LTIP award – vesting in respect of FY23 (audited)
The 2020 LTIP awards were granted in July 2020 and were based on performance over a three-year performance period
ending 28 February 2023 against the following adjusted EPS targets set when the award was granted: 25% vesting for
underlying EPS of 30 pence in FY23 (the final year of the performance period for the award), rising on a straight-line basis for
100% vesting for adjusted EPS of 42 pence.
As James Gundy’s award was granted prior to his becoming Group Chief Executive Ocer, his award also included a performance
condition linked to the underlying operating profit achieved by the previous Shipbroking Division, with 35% of the award vesting
by reference to underlying EPS (with the same thresholds as Nicholas Stone’s award) and 65% vesting by reference to the
components making up the previously reported Shipbroking Division’s underlying operating profit achieved in FY23 (the final year
of the performance period for the award) with 25% of this portion vesting for underlying operating profit of £13.8 million rising on a
straight-line basis for 100% vesting for underlying operating profit of £18 million.
With an underlying EPS ouurn of 43.19 pence and a Shipbroking Division underlying operating profit ouurn of £25.67 million, the
vesting ouurn for each of Nicholas and James was 100%. The awards that vested are now subject to a two-year holding period,
following which they will be released and become exercisable.
Shareholding guidelines and share interests (audited)
Under the shareholding guidelines, executive Directors are required to build and retain a shareholding in the Group at least
equivalent to 100% of their base salary.
Non-executive directors are not subject to a shareholding guideline. The following table sets out the shareholdings (including by
connected persons) of the directors in the Company as at 28 February 2023. This shows that James Gundy and Tris Simmonds
have met the shareholding guideline.
Number of shares
beneficially held at
28 February 2023
Shareholding
as a %
of salary
1
Guideline met
Executive directors
James Gundy 772,165 515% Yes
Nicholas Stone 14,500 17% No
Tris Simmonds 348,447 279% Yes
Non-executive directors
Stephen Kunzer 10,000
Nigel Payne 8,258
Elizabeth Gooch
Joanne Lake
1 Shareholding as a percentage of salary is calculated using the base salary/fee and the closing share price on 28 February 2023.
Braemar Plc Annual Report and Accounts 2023
82
The table below provides details of the interests of the executive directors in incentive awards during the year.
Awards
held at
1 Mar 2022 Grant date
Share price
on grant £
1
Granted
Exercised/
released Lapsed
Awards
held at 28
Feb 2023
Exercise
price £
Exercisable
from
Exercisable
to
James Gundy
2018 LTIP 33,294 29 Oct 18 2.30 117, 24 3 33,294
2
26 May 23 29 Oct 28
2019 DBP 194,000 17 Jun 19 2.10 194,000 194,000 30 Aug 22 30 Aug 22
2019 LTIP 184,210 1 Jul 19 1.855 18,010 166,200 1 Jul 24 1 Jul 29
2019 SAYE 5,625 5 Jul 19 1.80 5,625 1.60 1 Aug 22 1 Feb 23
2020 DBP 386,195 9 Jul 20 1.21 386,195 1.22
1
9 Jul 23 9 Jul 23
2020 LTIP 218,750 24 Jul 20 1.23 218,750 24 Jul 25 24 Jul 30
2021 DBP 169,925 8 Jun 21 2.66 169,925 2.66 8 Jun 24 8 Jun 24
2021 LTIP 300,884 14 Jun 21 2.91 300,884 14 Jun 26 14 Jun 31
2023 LTIP 16 Feb 23 3.14 164,360 164,360 15 Feb 26 16 Feb 33
Nicholas Stone
3
2019 LTIP 105,263 1 Jul 19 1.855 68,610 36,653 1 Jul 24 1 Jul 29
2019 SAYE 4,500 5 Jul 19 1.80 4,500 1.60 1 Aug 22 1 Feb 23
2020 DBP 28,245 9 Jul 20 1.21 28,245 1.22
4
9 Jul 23 9 Jul 23
2020 LTIP 156,250 24 Jul 20 1.23 156,250 24 Jul 25 24 Jul 30
2021 DBP 8 Jun 21 2.66 25,398 2.66 8 Jun 24 8 Jun 24
2021 LTIP 14 Jun 21 2.91 88,495 14 Jun 26 14 Jun 31
Tris Simmonds
2019 DBP 50,000 17 Jul 19 2.035 50,000 2.00 30 Aug 22 1 Sep 22
2020 DBP 34,511 9 Jul 20 1.22 34,511 9 Jul 23 9 Jul 23
2021 DBP 8 Jul 21 2.66 26,315 26,315 8 Jun 24 8 Jun 24
2023 LTIP 16 Feb 23 3.14 259,516 259,516 15 Feb 26 16 Feb 33
1 Share price included is the market price on the date of grant. When calculating the number of awards to be made, the Company uses the middle market quotations
for the three trading days prior to grant.
2 James Gundy’s 2018 LTIP award vested in regard to 33,294 shares on 26 May 2021, with the remainder lapsing. The award that vested was now subject to a two-
year holding period which ended on 26 May 2023.
3 Details of Nicholas Stone’s leaving arrangements are set out earlier in this report.
4 James Gundy and Nicholas Stone were also given corresponding options under the Company Share Option Plan (“CSOP) over 24,650 shares, which will vest on the
same date as the DBP award. Tris Simmonds was given corresponding options under the CSOP over 15,000 shares, which will vest on the same date as the DBP
award. The number of shares in respect of which the DBP award will vest will be reduced to take account of any gain in value, as at exercise, of the CSOP options.
The performance conditions aached to the outstanding LTIP awards are as follows:
2019 LTIP: Nicholas Stone’s 2019 LTIP award is tested solely on adjusted EPS in FY22 (the final year of the performance period
for the award) with 25% vesting for adjusted EPS of 35 pence rising on a straight-line basis for 100% vesting for adjusted EPS
of 46 pence. As James Gundy’s award was granted prior to his becoming Group Chief Executive Ocer, his award included
a performance condition linked to the underlying operating profit achieved by the previous Shipbroking Division with 15% of
the award vesting by reference to adjusted EPS (with the same thresholds as Nicholas Stone’s award) and 85% vesting by
reference to the previous Shipbroking Division’s underlying operating profit achieved in FY22 (the final year of the performance
period for the award) with 25% of this portion vesting for underlying operating profit of £11.25 million rising on a straight-line
basis for 100% vesting for underlying operating profit of £15 million. Detail on the ouurn of these awards is set out in the 2022
Directors’ Remuneration Report forming part of the Group’s Annual Report and Accounts 2022.
2020 LTIP: Nicholas Stone’s 2020 LTIP award is tested solely on underlying EPS in FY23 (the final year of the performance period
for the award) with 25% vesting for underlying EPS of 30 pence rising on a straight-line basis for 100% vesting for underlying EPS
of 42 pence. As James Gundy’s award was granted prior to his becoming Group Chief Executive Ocer, his award again included
a performance condition linked to the underlying operating profit achieved by the previous Shipbroking Division with 35% of the
award vesting by reference to underlying EPS (with the same thresholds as Nicholas Stone’s award) and 65% vesting by reference
to the previous Shipbroking Division’s underlying operating profit achieved in FY23 (the final year of the performance period for the
award) with 25% of this portion vesting for underlying operating profit of £13.8 million rising on a straight-line basis for 100% vesting
for underlying operating profit of £18 million. Detail on the ouurn of these awards is set out above.
2021 LTIP: Both James Gundy’s and Nicholas Stone’s 2021 LTIP awards had performance criteria based on the Company’s
growth in absolute TSR measured over a three-year performance period ending on 13 June 2024, as follows: the maximum
possible opportunity will vest if growth in TSR is equivalent to a CAGR of 22% or more per annum over the three-year
performance period; if CAGR over the performance period is less than 12% per annum, none of the awards will vest; if CAGR
is 12% per annum, 25% of the award will vest; and if CAGR is between 12% and 22% per annum, the vesting outcome will be
calculated on a straight-line basis between 25% and 100%.
Annual Report on Remuneration continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
83
Strategic Report Governance
2022/23 LTIP: Both James Gundy’s and Tris Simmonds 2022/23 LTIP awards had performance criteria based on the Company’s
growth in EPS measured over a three-year performance period ending on 28 February 2025 as follows: the maximum possible
opportunity will vest if growth in EPS is equivalent to a CAGR of 25% or more per annum over the three-year performance
period; if CAGR over the performance period is less than 15% per annum, none of the awards will vest; if CAGR is 15% per
annum, 25% of the award will vest; and if CAGR is between 15% and 25% per annum, the vesting outcome will be calculated
on a straight-line basis between 25% and 100%.
Percentage change in remuneration of the directors compared with average UK employees
The following table shows the year-on-year percentage change in the salary, benefits and annual bonus of the directors and the
employees of the Company for FY23. The table also includes a comparison against the average for the Group’s UK employees for
FY23 compared to FY22. The Company considers that the Group’s UK employees is the more representative comparator group, as
the majority of the Group’s employees are not employed by the Company itself, and as the Group Chief Executive Ocer and the
majority of the Group’s workforce are UK-based.
% Change in base salary % Change in benefits % Change in annual bonus
FY22 to
FY23
FY21 to
FY22
FY22 to
FY23
FY21 to
FY22
FY22 to
FY23
FY21 to
FY22
All UK employees 12% 6% 0% 0% 104% 13%
All Plc employees 7% 10% 0% -20% 66% 119%
Executive directors
James Gundy
1
6% N/A 0% N/A 51% N/A
Nicholas Stone 0% 3% 0% 22% -78%
Tris Simmonds
2
50% N/A 0% N/A 194% N/A
Non-executive directors
Joanne Lake
3
N/A N/A N/A N/A N/A N/A
Lesley Watkins
4
0% 0% N/A N/A N/A N/A
Stephen Kunzer 0% 0% N/A N/A N/A N/A
Nigel Payne
5
0% N/A N/A N/A N/A N/A
Elizabeth Gooch
6
18% N/A N/A N/A N/A N/A
1 James Gundy joined the board on 1 January 2021, so there is no prior year comparison in respect of FY20 and FY21.
2 Tris Simmonds was appointed as Group Chief Operating Ocer on 1 August 2021, so there is no prior year comparison.
3 Joanne Lake joined the board on 1 March 2022, so there is no prior year comparison.
4 Lesley Watkins resigned on 31 March 2022.
5 Nigel Payne joined the board on 1 May 2021, so there is no prior year comparison.
6 Elizabeth Gooch joined the board on 1 August 2021, so there is no prior year comparison.
CEO pay ratio
The table below shows how the Group Chief Executive Ocer’s single-figure remuneration for FY23 compares to the equivalent
single-figure remuneration for the Group’s UK employees ranked at the 25th, 50th and 75th percentile.
Year Method
25th
percentile
pay ratio
Median
pay ratio
75th
percentile
pay ratio
2023 Option A 74:1 40:1 18:1
2022 Option A 80:1 54:1 21:1
2021 Option A 21:1 13:1 5:1
2023
25th
percentile
pay
£
Median
pay
£
75th
percentile
pay
£
Total pay and benefits 55,500 102,000 230,000
Salary element of total pay and benefits 48,500 78,462 120,000
Braemar Plc Annual Report and Accounts 2023
84
The Company has again selected Option A as the method for calculating the CEO pay ratio. Option A calculates a single figure
for every UK-based employee in the year to 28 February 2023 and identifies the employees that fall at the 25th, 50th and 75th
percentiles. This method was chosen as it is considered the most accurate way of identifying the relevant employees and aligns to
how the single figure table is calculated.
The Company has included the following elements of pay in its calculation: annual basic salary, allowances, bonuses, share
awards, employer’s pension contributions, and P11D benefits. These pay elements were separated into recurring and non-recurring
components. The recurring components were scaled relative to the proportion of the financial year worked by each individual
employee before being added to the non-recurring elements such as bonus and share awards.
This resulted in a single figure for each employee, from which the individuals at the 25th, 50th and 75th percentiles could
beidentified.
Relative importance of spend on pay
The chart below shows total employee remuneration and distributions to shareholders paid during FY23 and FY22 (and the
dierence between the two).
FY23
£ million
FY22
£ million
Change
(%)
Total employee remuneration 98.3 72.0 36.5%
Distributions to shareholders 2 2 0%
Performance graph and table
The chart below shows the Total Shareholder Return of the Company against the FTSE All-Share Index over the last ten years.
The Commiee believes the FTSE All-Share Index is the most appropriate index against which the Total Shareholder Return of the
Company should be measured.
0.0
50.0
100.0
150.0
200.0
20232022202120202019201820172016201520142013
Indexed Total Return
Braemar Plc FTSE All-Share
Source: Datastream (a Refinitiv product).
Annual Report on Remuneration continued
Financial Statements
Braemar Plc Annual Report and Accounts 2023
85
Strategic Report Governance
The table below provides remuneration data for the role of the CEO for the current and each of the last ten financial years over the
equivalent period.
CEO
FY23
James
Gundy
£’000
FY22
James
Gundy
£’000
FY21
Ronald
Series/
James
Gundy
£’000
FY20
James
Kidwell/
Ronald
Series
£’000
FY19
James
Kidwell
£’000
FY18
James
Kidwell
£’000
FY17
James
Kidwell
£’000
FY16
James
Kidwell
£’000
FY15
James
Kidwell
£’000
FY14
James
Kidwell
£’000
Single total figure
of remuneration 4,112 2,830 714 324 404 579 404 577 549 438
Annual bonus
(% of maximum) 74% 49% 34% 10% 0% 50% 0% 60% 55% 23%
LTIP vesting
(% of maximum) 100% 90% 18 0% 0% 0% 0% N/A
4
0% 0%
Statement of voting at AGM
The following table sets out the votes cast (including those cast by proxy) at the 2022 AGM in respect of the Commiee’s Report
for the year ending 28 February 2022 and at the 2020 AGM in respect of the prior Directors’ Remuneration Policy (which was the
last general meeting of the Company at which a resolution was moved by the Company in respect of the Policy).
Votes
for
Votes
against
Resolution # % # %
Total votes
cast
Votes
withheld
Approval of Remuneration Report for
year ending 28 February 2022 4,348,717 71.24 1,755,702 28.76 6,104,419 1,143,182
Approval of Remuneration Policy 7,623,464 97.5 0 195,386 2.50 7,818,850 1,540,245
The Commiee noted and considered the voting outcomes for the resolution to approve the Remuneration Report at our 2022
AGM. However, as the Company disclosed in the announcement regarding the results of the 2022 AGM, the board considers that
the operation of its remuneration practices are very clearly in the best interests of all stakeholders of the business and that the
Remuneration Commiee has discharged its duties properly.
The board further notes that some of the votes against the Directors’ Remuneration Report were cast as a result of “vote against”
recommendations being received from certain proxy shareholder advisory services. From the Company’s perspective, these
recommendations did not take account of the Company’s specific business model and governance structures and were not
informed by any direct engagement with the Company.
The board and the Remuneration Commiee encourage an open and constructive dialogue directly with its shareholders and
continue to be willing to engage with any shareholder on any relevant topics should they so wish, including all remuneration topics
within the Commiee’s remit.
Elizabeth Gooch
On behalf of the Remuneration Commiee
15 November 2023
Braemar Plc Annual Report and Accounts 2023
86
Directors’ Report
for the year ended 28 February 2023
This section contains additional information that the directors are required to include
within the Annual Report. Together with the Strategic Report on pages 2 to 53, it
forms the Management Report for the purposes of DTR 4.1.5R. Other information that
is relevant to this Directors’ Report, and which is incorporated by reference into this
Directors’ Report, can be found elsewhere in this Annual Report, as follows:
Results and decisions relating to dividends on pages 5 to 6.
Important events during the year ended 28 February 2023 and likely future
developments in the business of the Company or its subsidiaries on pages 5 to 7
and 14 to 15.
Going concern on page 30.
Greenhouse gas emissions on page 38.
Employee engagement and diversity on page 43.
Engagement with clients and other key stakeholders on pages 32 to 33.
Corporate Governance Report on pages 54 to 89.
Section 172 Statement on pages 32 to 33.
Risk and compliance framework review on pages 47 to 53.
Principal decisions taken during the year on pages 2, 14 to 15 and 32 to 33.
EPSG Report on pages 34 to 45.
Non-Financial Information Statement on page 46.
Principal activity
Braemar Plc (registered number 02286034) is the ultimate holding Company for
the Braemar Group, a global provider of expert investment, chartering, and risk
management advice to the shipping and energy markets.
Review of the business
A more detailed review of the business for the year is included in the Chairman’s
Statement, the Group Chief Executive Ocer’s Statement and the Financial Review.
Amendment of Articles of Association
The Company’s shareholders may amend the Company’s Articles of Association by
special resolution.
Branches outside the United Kingdom
The Group has branches and/or representative oces in China, Switzerland and Greece.
Change of control – significant agreements
No person holds securities in the Company carrying special rights with regard to
control of the Company. The Company is not aware of any agreements between
holders of securities that may result in restrictions in the transfer of securities or
votingrights.
The Convertible Loan Notes that are summarised below carry certain accelerated
conversion rights in the event of default on financial commitments associated with
the instruments or business distress within the Group. The Convertible Loan Notes
shall automatically convert or be redeemed in the event that any person or persons
acting in concert holds more than 50% of the issued share capital of the Group or
an impairment charge in excess of €50 million is reflected in the audited Financial
Statements of the Group.
There are a number of ordinary course of business agreements that take eect,
alter or terminate following a change of control of the Company, but none of these
are considered to have a significant potential impact on the business of the Group
as a whole.
Convertible Loan Note Instruments
On 26 September 2017, the Company completed the acquisition of Braemar Naves.
A new class of convertible loan note instruments (the “Convertible Loan Notes”)
formed a core part of the consideration for this transaction. The Company has issued
all of the Convertible Loan Notes to be issued in connection with this acquisition, of
which €4,448,956 worth remain outstanding.
Rebecca-Joy Wekwete
Company Secretary
Financial Statements
Braemar Plc Annual Report and Accounts 2023
87
Strategic Report Governance
These Convertible Loan Notes are unsecured and unlisted. The Convertible Loan Notes are denominated in euros and, as part of
the restructuring, it was agreed that they would carry a 5% per annum coupon from September 2025, increasing from 3%. The
conversion prices were fixed at 390.3 pence for management note holders and 450.3 pence for non-management note holders.
For more information on the Convertible Loan Notes, please see Note 27 to the Financial Statements.
Political contributions
There were no political contributions during the year ended 28 February 2023 (2022: £nil).
Share capital and voting rights
As at 28 February 2023, the Company’s total issued ordinary share capital was 32,924,877 shares of 10 pence each (28 February
2022: 32,200,279 shares). All of the Company’s shares are fully paid up and quoted on the London Stock Exchange plc’s Ocial
List. The rights and obligations aaching to the Company’s ordinary shares (as well as the powers of the Company’s directors and
any rules relating to their appointment and replacement) are set out in the Company’s Articles of Association, copies of which can
be found online at Companies House, or by writing to the Company Secretary. There are no restrictions on the voting rights or the
transfer restrictions aaching to the Company’s issued ordinary shares.
At the AGM held on 9 August 2023, shareholders passed a resolution to renew the directors’ authority to allot shares in the
Company. Further details are provided in the Notice of the AGM.
Share schemes
Details of long-term incentive schemes are provided in the Directors’ Remuneration Report on page 72.
Purchase of own ordinary shares
The Company is authorised to make market purchases of the Company’s ordinary shares pursuant to the authority granted by its
shareholders at the AGM held on 9 August 2023. This authority will expire at the end of the 2024 AGM. The Company did not use
this authority in either the year ended 28 February 2022 or the year ended 28 February 2023.
The directors proposed that this authority be renewed at the 2023 AGM in accordance with the Company’s Articles of Association
and this resolution was passed. In accordance with the ABI Investor Protection Guidelines, the maximum number of ordinary
shares which may be acquired under such authority is 10% of the Company’s issued ordinary shares. The directors will only make
a purchase of shares using this authority if it is expected to result in an increase in earnings per share and will take into account
other available investment opportunities, appropriate gearing levels and the overall position of the Company. Any shares purchased
in accordance with this authority will subsequently be cancelled.
Options and ESOP Trust
The total number of options to subscribe for shares in the Company that were outstanding as at 28 February 2023 was 2,754,003,
being 8.36% of the issued share capital.
During the year ended 28 February 2023, 2,795,000 of the Company’s ordinary shares were purchased by SG Kleinwort Hambros
Trust Company (CI) Ltd, as Trustee of the Company’s ESOP Trust (2022:2,740.164). The Trustee had absolute discretion and
independence in respect of any trading decisions it made in respect of these purchases. As at 28 February 2023, the ESOP held
3,579,630 shares.
Directors and their interests
The directors of the Company as at the date of this Directors’ Report are shown on pages 58 to 59. Lesley Watkins served as
a director of the Company during the year ended 28 February 2023 and until 31 March 2022. Stephen Kunzer also served
as a director of the Company during the year ended 28 February 2023 and until 31 January 2023. Nicholas Stone also
served as a director of the Company until 31 July 2023.
The directors’ beneficial interests in the ordinary shares and share options of the Company as at 28 February 2023 are disclosed
in the Directors’ Remuneration Report on page 81. There have not been any changes in such interests between 28 February 2023
and 31 October 2023.
As at 28 February 2023, the executive directors, in common with other employees of the Group, also have an interest in 3,579,630
(2022: 2,669,837) ordinary 10 pence shares held by SG Kleinwort Hambros Trust Company (CI) Ltd on behalf of the Employee Share
Ownership Plan and in 62,290 (2022: 62,290) ordinary 10 pence shares held by Computershare Trustees (Jersey) Limited on behalf
of the ACM Shipping Limited Employee Trust.
The directors held no material interest in any contract of significance entered by the Company or its subsidiaries during the year
ended 28 February 2023.
During the year, the Company maintained cover for its directors and ocers and those of its subsidiary companies under a
directors’ and ocers’ liability insurance policy, as permied by the Companies Act 2006.
Braemar Plc Annual Report and Accounts 2023
88
Significant shareholdings
As at 28 February 2023, the Company was aware of approximately 33.4% of its ordinary shares being held by Group employees
and the ESOP Trust. The working vendors of Braemar Naves Corporate Finance GmbH currently hold €4,448,956’s worth of
Convertible Loan Notes.
As at 28 February 2023, the Company was aware of the following significant direct or indirect shareholdings of 3% or more:
Name
Number of
shares
Percentage
of issued
ordinary
share capital
1
SG Kleinwort Hambros Trust Company (CI) Limited as Trustee of the Braemar Shipping Services Plc ESOP 3,641,920 11.06%
Hargreaves Lansdown Asset Management 2,871,688 8.72%
Interactive Investor 2,35 7, 2 28 7.16%
Quentin Soanes 1,288,990 3.91%
Barclays Wealth 1,185,936 3.60%
National Financial Services 1,127,906 3.43%
Magnus Halvorsen 1,000,000 3.04%
1 Percentages are shown as a percentage of the Company’s total voting rights as at 28 February 2023.
Financial instruments
The Group’s financial risk management objectives and policies are set out in the Corporate Governance Report on pages 56 to 57
and in the Strategic Report on pages 47 to 53.
Statement of Directors’ responsibilities
The directors are responsible for preparing this Annual Report and the Group and Company Financial Statements in accordance
with applicable laws and regulations.
Company law requires the directors to prepare Group and Company Financial Statements for each financial year. Under such law,
they are required to prepare the Group Financial Statements in accordance with international accounting standards in conformity
with the Companies Act 2006. Under the Financial Conduct Authoritys Disclosure Guidance and Transparency Rules, Group Financial
Statements are required to be prepared in accordance with UK adopted IAS and the requirements of the Companies Act 2006.
Under company law, the directors must not approve the Group Financial Statements unless they are satisfied that they give a true
and fair view of the state of aairs of the Group and the Company and of the profit or loss of the Group and the Company for that
period.
In preparing these Financial Statements, the directors are required to:
select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and
Errorsand then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and
understandableinformation;
provide additional disclosures when compliance with the specific requirements in IFRSs is insucient to enable users
to understand the impact of particular transactions, other events and conditions on the Group’s financial position and
financialperformance;
in respect of the Group Financial Statements, state whether UK adopted IAS and the requirements of the Companies Act 2006
have been followed, subject to any material departures disclosed and explained in the Financial Statements;
in respect of the Parent Company Financial Statements, state whether UK adopted IAS in conformity with the Companies Act
have been followed, 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 appropriate to presume that the Company and the
Group will not continue in business.
The directors are responsible for keeping adequate accounting records that are sucient to show and explain the Company’s
and Group’s transactions and disclose with reasonable accuracy the financial position of the Company and the Group and enable
them to ensure that the Company and the Group Financial Statements comply with Section 403 of the Companies Act 2006.
Theyare responsible for such internal controls as they determine is necessary to enable the preparation of Financial Statements
that are free from material misstatement, whether due to fraud or error, and have general responsibility for taking such steps as
arereasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Directors’ Report continued
for the year ended 28 February 2023
Financial Statements
Braemar Plc Annual Report and Accounts 2023
89
Strategic Report Governance
Under applicable law and regulations, the directors are also responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and corporate governance statement that complies with that law and those regulations.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the preparation and dissemination of Financial Statements may dier from
legislation in other jurisdictions.
Responsibility statement of the directors in respect of the annual Financial Report
Each of the directors, whose details can be found on pages 58 to 59, to the best of their knowledge confirm that the:
consolidated Financial Statements, prepared in accordance with UK adopted IAS and the requirements of the Companies Act
2006 give a true and fair view of the assets, liabilities, financial position and profit of the Parent Company and undertakings
included in the consolidation taken as a whole;
Annual Report, including the Strategic Report and the Directors’ Report, together includes a fair review of the development and
performance of the business and the position of the Company and undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they face;
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 position and performance, business model and strategy.
Disclosure of information to the auditors
In accordance with Section 418 of the Companies Act 2006, each person who is a Director at the date of approval of this Annual
Report confirms that:
so far as the director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and
the director has taken all the steps that they ought to have taken as a director to make themselves aware of any relevant audit
information and to establish that the Company’s auditor is aware of that information.
Forward-looking statements
Where this Annual Report contains forward-looking statements, these are based on current expectations and assumptions
and only relate to the date on which they are made. These statements should be treated with caution due to the inherent risks,
uncertainties and assumptions underlying any such forward-looking information. The Group cautions investors that a number of
factors, including maers referred to in this Annual Report, could cause actual results to dier materially from those expressed or
implied in any forward-looking statement. Such factors include, but are not limited to, those discussed on pages 47 to 53 of this
Annual Report.
Forward-looking statements in this Annual Report include statements regarding the intentions, beliefs or current expectations of
our directors, ocers and employees concerning, among other things, the Group’s results, financial condition, liquidity, prospects,
growth, strategies and the business. Neither the Group, nor any of the Directors, ocers or employees, provides any representation,
assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Annual
Report will actually occur. Undue reliance should not be placed on these forward-looking statements. Other than in accordance
with our legal and regulatory obligations, the Group undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise.
Appointment of the auditors
In accordance with Section 489 of the Companies Act 2006, a resolution for the reappointment of BDO LLP as auditor of the
Company was proposed and passed at the AGM held on 9 August 2023.
Annual General Meeting
The 2023 AGM of the Company was held on 9 August 2023 at the Company’s oces; only those resolutions that did not relate
to the 2023 Annual Report and accounts were dealt with and the meeting was adjourned to a later date. The reconvened AGM
will be held at 10 a.m. on 18 December 2023 at the Company’s oces at One Strand, Trafalgar Square, London, WC2N5HR.
Thereconvened meeting will deal with resolutions 1 to 4 (inclusive), as set out in the Notice of Meeting that was sent to
shareholders on 17 July 2023.
By order of the board
Rebecca-Joy Wekwete
Company Secretary
15 November 2023
Braemar Plc Annual Report and Accounts 2023
90
Independent auditors report
to the members of Braemar Plc
Opinion on the Financial Statements
In our opinion:
the Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s aairs as at
28February 2022 and of the Group’s profit for the year then ended;
the Group Financial Statements have been properly prepared in accordance with UK adopted international
accountingstandards;
the Parent Company Financial Statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Braemar Plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year
ended 28 February 2023 which comprise:
Composition Financial reporting framework
Group Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Total Equity
Consolidated Cash Flow Statement
Notes to the financial statements, including a
summary of significant accounting policies.
Applicable law and UK adopted international
accounting standards.
Parent Company Company Balance Sheet
Company Statement of Changes in Total Equity
Notes to the financial statements, including a
summary of significant accounting policies.
Applicable law and United Kingdom Accounting
Standards, including Financial Reporting Standard
101 Reduced Disclosure Framework (United Kingdom
Generally Accepted AccountingPractice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is sucient and appropriate to provide a basis for our
opinion. Our audit opinion is consistent with the additional report to the Audit & Risk Commiee.
Independence
Following the recommendation of the Audit & Risk Commiee, we were appointed by the board of directors on 2 October 2018
to audit the financial statements for the year ended 28 February 2019 and subsequent financial periods. The period of total
uninterrupted engagement is five years, covering the years ended 28 February 2019 to 28 February 2023. We remain independent
of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our
other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not
provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and the Parent
Company’s ability to continue to adopt the going concern basis of accounting included:
Evaluating the directors’ going concern assessment and forecasts, including assessing the underlying base case cash flow
forecasts by obtaining supporting documents, including current forward order book and considering other impacts such as:
geo-political conflict on the business and the shipping industry;
current economic maers;
climate-change; and
the impact of the legally privileged independent internal investigation (led by independent external legal counsel and
supported by independent forensic accountants) (the “Internal Investigation”) and associated share suspension, both of
which were announced by the directors on 26 June 2023;
Evaluating the stress tests performed by the directors, (including additional stress tests and sensitivities identified by the
directors following the Internal Investigation and impact of the maer disclosed in Note 28 to the financial statements) to
determine whether they are appropriate based on our knowledge of the business and industry and whether further stress tests
should beperformed;
Reviewing the reverse stress test forecast to assess the point at which covenants would be breached or a liquidity
eventtriggered;
Considering the directors’ conclusion that the likelihood of the reverse stress case scenario materialising is remote and the
ability of the directors to undertake further mitigating actions that are within their control should this be required;
Braemar Plc Annual Report and Accounts 2023
91
Strategic Report Governance Financial Statements
Assessing the Group’s covenant compliance calculations (actual at year-end and forecast post year-end) with the terms of the
facility agreement;
Assessing the post year end covenant waivers received from the provider of the banking facilities following the delay in approval
of the financial statements;
Assessing the impact on the banking facilities as a result of the findings of the Internal Investigation and observing covenant
waiver correspondence;
Assessing the impact of prior period adjustments on retrospective covenant compliance submissions; and
Assessing the financial statement disclosures regarding going concern to determine whether they are complete and accurate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw aention to in relation to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of
this report.
Overview
Coverage 93% (2022: 98%) of Group revenue and 98% (2022: 95%) of Group total assets
Key audit
maers
2023 2022
1. Acquisition of Southport Maritime Inc
2. Disposal of Cory Brothers Division*
3. Cut-o on revenue recognition and compliance with the requirement
of IFRS 15 revenue recognition**
4. Impairment of goodwill in respect of the Corporate Finance Division
(Naves) Cash Generating Unit (“CGU”)
5. Accounting treatment of certain legacy transactions subject to Internal
Investigation
* The accounting treatment for the disposal of Cory Brothers Division is no longer considered to be a key audit maer for the 2023
audit on the basis that the transaction completed in 2022.
** Cut-o on revenue recognition is no longer considered to be a key audit maer due to reduced assessed risk in the current year.
Materiality Group financial statements as a whole
£901,000 (2022: £450,000) based on 5% (2022: 5%) of underlying profit before tax
An overview of the scope of our audit
The Group has diverse international operations. Our Group audit was scoped by obtaining an understanding of the Group and
its environment, including the Group’s system of internal control, and assessing the risks of material misstatement in the Financial
Statements. We also addressed the risk of management override of internal controls, including assessing whether there was
evidence of bias by the Directors that may have represented a risk of material misstatement.
We designed an audit strategy to ensure we have obtained the required audit assurance for each component for the purposes of
our Group audit opinion. Components were scoped in to address aggregation risk and to ensure sucient coverage was obtained
of group balances on which to base our audit opinion.
Braemar Plc Annual Report and Accounts 2023
92
Independent auditors report continued
to the members of Braemar Plc
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude
whether sucient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial statements as a
whole. Our involvement with component auditors included the following:
Significant components We focussed our Group audit scope primarily on the audit work at four significant components
including the Parent Company, which were subject to full scope auditprocedures.
The significant components comprise 79% of Group Revenue and 77% of Group assets.
The Group audit team audited two significant components with the Singapore and Australia
components being audited by local BDO member firms in the respective countries.
The Group audit team issued the Group instructions, oversaw the risk assessment process and
the overall audit approach and strategy with the component auditors at the planning stage. The
Group audit team performed remote reviews of the significant components working papers. The
Group audit team aended several virtual conference meetings with the component auditors
throughout the planning, fieldwork and completion stages of the audit.
Other full scope audits and
Specified audit procedures
There were three components for which full scope audits were carried out in order to provide
additional audit coverage.
There were two further components which were considered for specified audit procedures.
Specified audit procedures were performed to address the risk of material misstatement limited
to the significant risk in relation to revenue recognition and certain other financial statement areas
within these components. All other balances were scoped in for analytical review procedures.
The additional full scope audits and specific scope audit testing was performed on components
that contribute an aggregate of 14% of the Group revenue and 21% of Groupassets.
These procedures were performed by a component team within BDO LLP, a BDO member firm
in Germany and a UK non-BDO Member firm. The Group audit team directed the work for the
specified procedures through the issuance of detailed instructions, briefings and performing a
review of selected working papers.
Remaining components The remaining 17 components were scoped in for analytical review procedures to confirm our
conclusion that there were no significant risks of material misstatement in the aggregated
financial information.
Certain financial statement areas of the 17 components were subject to unpredictabilitytesting.
All of the analytical reviews were completed by the Group audit team or BDO member firms.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial
statementsincluded:
Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their
potential impacts on the financial statements and adequately disclose climate-related risks within the Annual Report;
Our own qualitative risk assessment taking into consideration the shipping sector in which the Group operates and how climate
change aects this particular sector;
Review of the minutes of board and Audit and Risk Commiee meeting and other papers related to climate change; and
We challenged the extent to which climate-related considerations, including the expected cash flows, where appropriate, in the
directors’ going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as ‘Statutory other Information’ within the Annual
Report (including the disclosures in the Task Force on Climate-Related Financial Disclosures (“TCFD”) section) within the financial
statements and with our knowledge obtained from the audit. Our responsibility over other information is further described in the
Reporting on other information section of our report.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Maers materially impacted by
climate-related risks.
Braemar Plc Annual Report and Accounts 2023
93
Strategic Report Governance Financial Statements
Key audit maers
Key audit maers are those maers that, in our professional judgement, were of most significance in our audit of the Financial
Statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified, including those which had the greatest eect on: the overall audit strategy, the allocation of resources
in the audit, and directing the eorts of the engagement team. These maers were addressed in the context of our audit of the
Financial Statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these maers.
Key audit maer How the scope of our audit addressed the key audit maer
Acquisition
of Southport
MaritimeInc.
(See Note 14 and the
accounting policy in
Note 3a)
On 16 of December 2022, the Group acquired
the entire share capital of Southport Maritime Inc
(“Southport”). The purchase price amounted
to £6.6 million in up-front cash (subject
to claw backs) and £2.5 million in deferred
consideration in the form of shares of Braemar
Plc. All consideration is subject to future
employmentconditions.
In line with IFRS 3 Business Combinations the
Group is required to record identifiable assets
and liabilities at fair value.
The purchase price allocation performed
requires significant judgement and estimates,
specifically in relation to the valuation of
acquired intangible assets. Changes in these
assumptions may have a material impact on
the fair values. Due to all consideration being
contingent on future service, and therefore
treated as remuneration, the fair value of
consideration was £nil resulting in a gain
on bargain purchase being recorded in the
consolidated income statement of£3.6 million.
Key assumptions were particularly noted in the
cash flow forecast and discount rate.
There is also a risk that the disclosures are not
complete andaccurate.
Due to the maers described, we considered
this business combination and in particular the
purchase price allocation as a key auditmaer.
Our procedures included:
Review of the share purchase agreement and
confirmation of key terms including confirmation that
all consideration was subject to future employment
conditions;
With the support of our internal valuation experts
and through interactions with the management
team of Southport, we assessed the completeness
of intangible assets identified, appropriateness of
valuation methodologies utilised and assessed the key
assumptions including revenue growth rate and discount
rate applied;
Recalculating the gain on bargain purchase recorded
in the consolidated income statement based on the
consideration and net assets acquired;
Obtaining supporting evidence for all other material
acquired assets and liabilities, on a sample basis, other
than for cash which was tested in total; and
We have also assessed the note disclosure (Note 14)
under the requirements of IFRS 3 for completeness and
accuracy.
Key observations:
Based on the procedures performed, we are satisfied
that the acquisition accounting for Southport meets the
requirements of IFRS 3 and that the disclosures comply
with the requirements of the accounting framework.
Impairment of
goodwill in respect
of the Corporate
Finance Division
(Naves) Cash
Generating Unit
(“CGU”)
(See Note 15 and the
accounting policy in
Note 3k)
Due to the reduction in revenue and profit,
management identified a potential impairment
of the corporate finance CGU.
Management have assessed impairment
using a value in use model which requires a
number of assumptions and estimates.
The impairment review identified an
impairment of £9.1 million.
Key assumptions in the impairment review
include short term revenue growth rates,
earnings margins, long term growth rates and
discountrates.
For these reasons we considered this area as
a key audit maer.
Our procedures included:
Challenging management’s assumptions in respect of
the cash flow forecasts including obtaining supporting
documents for revenue growth such as current pipeline,
considering historic forecasting accuracy, analysing
industry trends and using our knowledge of the business;
Challenging management on any significant changes in
assumptions from prior year, including changes to short
term revenue growth rates, earnings margins, long term
growth rates and discount rates;
Utilising our own internal valuation experts to assess
the adequacy of the discounts rates and long-term
growth rates applied, and to assess the mechanics and
mathematical accuracy of the value in use models; and
Considering management’s sensitivities and performing
our own sensitivities where considered necessary in
respect of the key assumptions.
Key observations:
Based on the procedures performed, we are satisfied that
the assumptions made by management in the impairment
review are appropriate and therefore also that the
impairment recognised is within an acceptable range.
Braemar Plc Annual Report and Accounts 2023
94
Independent auditors report continued
to the members of Braemar Plc
Key audit maer How the scope of our audit addressed the key audit maer
Accounting
treatment of
certain legacy
transactions
subject to Internal
Investigation
(See Note 28,
Chairman’s Statement
pages 5 to 7, Financial
Review pages 28 to 30,
Corporate Governance
Report pages 54 to
89 and the Report
of the Audit & Risk
Commiee pages
60 to 64)
As announced by the directors on 26 June
2023, with further updates announced on
22 September 2023 and 26 October 2023,
the directors engaged external forensic
accountants and external legal advisers to
undertake the Internal Investigation, which
ultimately encompassed review of several
legacy transactions.
The 26 June 2023 announcement stated that
the Internal Investigation related to “a particular
transaction of circa $3 million, which originated
in 2013, and involves payments being made
through to 2017”.
Following the completion of the Internal
Investigation which was announced by the
directors on 26 October 2023, a provision of
£2.0 million was recorded on the Consolidated
Balance Sheet as set out in Note 28. The
£2.0 million provision results from a £1.7 million
reclassification from trade payables where
the balance was recorded in the prior year
financial statements, and an additional charge
of £0.3million to the Consolidated Income
Statement charge.
There is a risk that the accounting is not in line
with the results of the Internal Investigation,
that further accounting entries are required
such that the provision is not complete and/or
accurate, and that disclosures are not complete
and/or accurate.
Our procedures included:
With the support of our internal forensic specialists,
assessing the nature, scope and objectives of the Internal
Investigation to ensure that it was appropriately designed
to address the potential issues raised;
reading the output from the Internal Investigation
including and considering management’s assessment
of the associated impact on the financial statements
in terms of the appropriate accounting treatment and
disclosures;
assessing associated documents, including minutes of
meetings held by the Group’s Investigation Commiee,
and holding discussions with the firms undertaking the
Internal Investigation;
discussing the accounting treatment and quantum of
the provision with management and the Group’s external
legal advisers; and
assessing the completeness and accuracy of the
disclosures included in Note 28.
Key observations:
Based on the procedures performed, we are satisfied that
the accounting adopted in respect of the transactions is in
compliance with the accounting framework adopted, and
that the disclosures are complete and accurate based on
the requirements of the accounting framework adopted.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the eect of misstatements. We
consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of
reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not
necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their eect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group Parent Company
Materiality £901,000 (2022: £450,000) £810,000 (2022: £405,000)
Basis 5% (2022: 5%) of underlying profit before tax Based on 90% (2022: 90%) of Group materiality
Rationale Underlying profit before tax is considered the most
appropriate benchmark based on the nature of
the trading business where in our judgement the
stakeholders would be most interested in the
performance of the business and underlying profit
being a key performance measure in this regard.
We also consider this to be consistent with market
practice and investor expectations.
Capped materiality at 90% (2022: 90%) of Group given the
assessment of component aggregation risk.
Braemar Plc Annual Report and Accounts 2023
95
Strategic Report Governance Financial Statements
Further materiality measures applied in the conduct of the audit include:
Measure Application
Performance
materiality
Group: £585,000 (2022: £283,000)
Parent: £526,000 (2022: £252,000)
Performance materiality was set at 65% (2022: 63%) based
on the history of misstatements identified in the prior years
and the number of accounts subject to high degrees of
estimation and judgement.
Component
materiality
The range of materiality used for components
ranged from £430,000 to £810,000
(2022:£120,000to £405,000)
Our audit work at each component has been executed
at levels of materiality applicable to each individual entity
based on its size and risk as approved by the Group
audit team and in each case, lower than that applied to
theGroup.
We set materiality for each component of the Group based
on a percentage of between 48% and 90% (2022: 27%
and 90%) of Group materiality dependent on the size and
our assessment of the risk of material misstatement of that
component. In the audit of each component, we further
applied performance materiality levels of 65% (2022: 62% to
70%) of the component materiality to our testing to ensure
that the risk of errors exceeding component materiality was
appropriately mitigated.
Reporting
threshold
Group: £18,000 (2022: £8,000)
Parent: £16,000 (2022: £8,000)
All audit dierences in excess of the ‘reporting threshold’
are reported to the Audit and Risk Commiee, as well as
dierences below that threshold that, in our view, warranted
reporting on qualitative grounds.
Quantitative
& qualitative
disclosures
We also report to the Audit and Risk Commiee on disclosure maers that we identified when assessing the
overall presentation of the financial statements.
Other information
The directors are responsible for the other information. The other information comprises the information included in the Annual
Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears
to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Corporate governance statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of
the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
The directors’ statement with regards to the appropriateness of adopting the going concern basis of
accounting and any material uncertainties identified set out on page 52; and
The directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 105.
Other Code provisions Directors’ statement on fair, balanced and understandable set out on page 88;
Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks
set out on page 49;
The section of the Annual Report that describes the review of eectiveness of risk management and
internal control systems set out on page 64; and
The section describing the work of the Audit & Risk Commiee set out on page 60.
Braemar Plc Annual Report and Accounts 2023
96
Independent auditors report continued
to the members of Braemar Plc
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and maers as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
the information given in the Strategic report and the Directors’ report for the financial year for which
the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in the
strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Maers on which we
are required to report
by exception
We have nothing to report in respect of the following maers in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
the Parent Company financial statements and the part of the Directors’ Remuneration Report to be
audited are not in agreement with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of Directors
As explained more fully in the statement of directors’ responsibilities, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Parent Company’s ability to
continue as a going concern, disclosing, as applicable, maers related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic decisions of users taken on the basis of these financialstatements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
We gained an understanding of the legal and regulatory framework applicable to the Group and the industry in which it
operates, through discussion with management and the Audit and Risk Commiee and our knowledge of the industry;
We focused on significant laws and regulations that could give rise to a material misstatement in the financial statements,
including, but not limited to, the Companies Act 2006, the UK Listing Rules of the Financial Conduct Authority, UK adopted
international accounting standards for the Group and United Kingdom Generally Accepted Accounting Practice for the Parent
Company, Health and Safety legislations, the Bribery Act 2010 and tax legislations;
We considered compliance with these laws and regulations through discussions with management, and in-house legal counsel,
reviewing internal audit reports and discussing with the Audit and Risk Commiee. Our procedures also included reviewing
minutes from board meetings of those charged with governance to identify any instances of non-compliance with laws and
regulations as well as aending Audit and Risk Commiee meetings;
With support from our internal forensic specialists, and pursuant to agreeing an appropriate limited waiver of legal professional
privilege, we read and assessed the report in respect of the Internal Investigation and associated documents, including minutes
from the Investigation Commiee, and held discussions with the firms undertaking the Internal Investigation – our Key Audit
Maer “Accounting treatment of certain legacy transactions subject to Internal Investigation” above, contains further details;
Braemar Plc Annual Report and Accounts 2023
97
Strategic Report Governance Financial Statements
With the support of our internal tax specialists, we reviewed the Group’s tax computations against the requirements of the
relevant tax legislation and where applicable, reviewed correspondences with relevant taxation authorities;
We reviewed the financial statements disclosures against the requirements of the applicable accounting framework; and
We reviewed documentation in relation to the Capital Reduction process that was completed to address the payment of
unlawful dividends historically, and increase the Group’s capacity to pay future dividends, as disclosed in Note 12.
Fraud
With the support of our forensic specialists we assessed the susceptibility of the Group’s financial statements to material
misstatement, including how fraud might occur. We considered the fraud risk areas to be management override of controls and
revenue recognition, as well as certain maers arising from the Internal Investigation. We performed a robust risk assessment and
obtained an understanding of the design and implementation of relevant controls surrounding the revenue recognition process for
each revenue stream and the relevant controls over the financial reporting close process (FRCP) such as controls over the posting
of journals and the consolidation process and obtained an understanding of the segregation of duties in these processes;;
In addressing the risk of fraud including management override of controls we tested the appropriateness of journal entries
made throughout the year by applying specific criteria to select a sample, verified to supporting documents and obtained an
understanding of the business rationale for each of the journal entries;
In relation to the improper revenue recognition fraud risk, on a sample basis, we tested revenue recognised in relation to new
build and second-hand ship sales by obtaining evidence to support the satisfaction of the performance obligation and that
revenue was recorded in the correct period. We also tested material manual journals that impacted all revenue streams by
obtaining supporting documents and assessing the business rationale and validity of the journals;
We performed a detailed review of the Group’s year end adjusting and consolidation entries and investigated any that appeared
unusual as to nature or amount through inquiry with management on the nature of the adjustment and verification to supporting
evidence; assessed whether the judgements made and accounting estimates were indicative of a potential bias particularly on
one-o transactions such as the acquisition of Southport Maritime Inc. which involved judgements and estimates (refer to the
key audit maer section above); Specifically, we considered the facts and circumstances in respect of the Internal Investigation
and accounting referred to in Note 28;
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
and component auditors, who were deemed to have the appropriate competence and capabilities, and remained alert to any
indications of fraud or non-compliance with laws and regulations throughout the audit;
The component teams also considered the susceptibility of the financial statements due to fraud in respect of the relevant
components. Testing of management override was completed by the component teams through testing the appropriateness of
a sample of journal entries in line with the journal testing procedures as detailed above and assessment of risk of management
bias on the significant judgements and estimates as detailed in Note 2;
We applied professional scepticism in our audit procedures and performed randomised procedures to include a level of
unpredictability; and
We performed an assessment of the Group’s IT and the wider control environment and as part of this work obtained an
understanding of the design and implementation of IT access controls.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the
risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud
may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations
in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and
transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditors report.
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
maers we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permied by law, we
do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
Oliver Chinneck (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
15 November 2023
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Braemar Plc Annual Report and Accounts 2023
98
Continuing operations Notes
28 Feb 2023 28 Feb 2022
Underlying
£’000
Specific
items
£’000
Total
£’000
Underlying
£’000
Specific
items
£’000
Total
£’000
Revenue 4 152 ,911 152 ,911 101,310 101,310
Other operating income 10 3 ,846 3 ,846
Operating expense:
Operating costs 5, 10 (1 3 2 , 59 8) (3 5 5) (132,953) (9 0, 5 03) (3 92) (90,8 95)
Acquisition-related expenditure 10 (1,999) (1,999) (1 2 2) (12 2)
Impairment of financial assets
1
5, 10 (2 3 8) (8 4 8) (1 , 0 86) (74 7) (74 7)
Impairment of goodwill 10 (9, 0 50) (9 ,0 5 0)
Total operating expense (132,836) (1 2 , 2 52) (145,088) (9 1 , 2 50) (51 4) (9 1 , 76 4)
Operating profit 20,07 5 (8 , 40 6) 11 ,66 9 10 ,06 0 (51 4) 9,5 46
Share of associate loss for the year 20 (2 3) (2 3) (1 9) (1 9)
Finance income 8, 10 119 83 202 81 172 253
Finance costs 8, 10 (2 ,1 3 1) (2 66) (2 , 39 7) (1 , 237) (1 ,2 37)
Profit before tax from continuing
operations 18 ,04 0 (8,589) 9,451 8,8 85 (3 4 2) 8,5 43
Taxation 9 (4 , 6 4 1) (2 1 4) (4 , 8 5 5) (1 , 8 3 9) (1 , 8 39)
Profit from continuing operations 13,399 (8 , 80 3) 4 ,596
7,046
(3 42) 6,70 4
Profit net of tax from discontinued
operations 10, 11 1 ,493 5,7 22 7, 2 1 5
Profit aributable to equity
shareholders of the Company 13,399 (8 , 80 3) 4 ,596 8,5 39 5,380 13,919
Total Underlying Total Underlying Total
Earnings per ordinary share
Basic 13 46. 22p 15.85p 2 7. 9 5p 45.56p
Diluted 13 38.52p 13. 25p 2 2 .78p 3 7.1 3p
Continuing operations
Earnings per ordinary share
Basic 46. 22p 15.85p 23.06p 2 1.94p
Diluted 38.52p 13.25p 1 8.79p 17 .88p
1 The 2022 operating costs have been restated to show impairment of financial assets separately on the income statement. Impairment of financial assets was
previously within operating costs.
The accompanying notes on pages 104 to 165 form an integral part of these Financial Statements.
Consolidated Income Statement
For the year ended 28 February 2023
Braemar Plc Annual Report and Accounts 2023
99
Strategic Report Governance Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 28 February 2023
Notes
28 Feb 2023
£’000
28 Feb 2022
£’000
Profit for the year 4,596 13, 919
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
– Actuarial gain on employee benefit schemes – net of tax 29 2 ,361 1,3 18
Items that may be reclassified to profit or loss:
– Foreign exchange dierences on retranslation of foreign operations 2 ,522 538
– Investment hedge (1 2 4)
– Cash flow hedges – net of tax 32 291 (1 , 96 8)
Other comprehensive income/(expense) from continuing operations 5 ,050 (112)
Discontinued operations:
– Share of other comprehensive income/(expense) of associates 52
– Recycling of foreign exchange reserve 11, 20 4 08
Other comprehensive income from discontinued operations 460
Total comprehensive income aributable to equity shareholders of the Company 9,6 46 14 , 267
The accompanying notes on pages 104 to 165 form an integral part of these Financial Statements.
Braemar Plc Annual Report and Accounts 2023
100
Note
As at 28 Feb
2023
£’000
Restated
As at 28 Feb
2022
£’000
Restated
As at 1 March
2021
£’000
Assets
Non-current assets
Goodwill 15 7 1 ,4 07 79,8 91 83,955
Other intangible assets 16 3,980 9 97 2 ,1 2 9
Property, plant and equipment 17 5,320 7, 0 7 8 9, 8 41
Other investments 19 1 ,780 1 ,780 1 ,962
Investment in associate 20 70 1 7 24 3,7 63
Derivative financial instruments 24 30 8 200
Deferred tax assets 9 4 ,794 3 ,71 3 2,900
Pension surplus 29 1 ,1 2 0
Other long-term receivables 21 8,554 5,6 36 1,888
9 7, 6 8 6 99,827 106,638
Current assets
Trade and other receivables 22 43 ,323 3 5,79 2 33, 416
Financial assets 24 74 6
Derivative financial instruments 24 1 , 224 54 1,5 73
Current tax receivable 973
Cash and cash equivalents 25 34 ,735 13,964 14, 111
Assets held for sale 436
80, 2 55 49, 81 0 5 0,2 82
Total assets 1 7 7, 9 4 1 1 49 ,63 7 1 56,92 0
Liabilities
Current liabilities
Derivative financial instruments 24 1 ,1 2 2 688
Trade and other payables 26 5 7, 3 1 0 39, 183 4 7, 8 3 3
Current tax payable 4 ,1 41 1 ,60 8 1,318
Provisions 28 2 ,57 5 4 86 307
Convertible loan notes 27 699 1 ,416 4 ,46 1
Liabilities directly associated with assets classified as held for sale 1 25
65,84 7 43,38 1 5 4 ,0 4 4
Non-current liabilities
Long-term borrowings 27 29,919 28 ,33 1 3 1,6 3 4
Deferred tax liabilities 9 344 1 74
Derivative financial instruments 24 1 ,02 2 33 5 56
Trade and other payables 24 542
Provisions 28 734 797 690
Convertible loan notes 27 2 ,852 2,75 5 2, 681
Deferred consideration 27 495 882
Pension deficit 29 2 ,0 52 3,819
35,4 13 3 4 ,76 5 39, 936
Total liabilities 101, 260 7 8 ,1 4 6 93 ,980
Total assets less total liabilities 76, 68 1 71,491 62,940
Equity
Share capital 30 3, 292 3,2 21 3 , 1 74
Share premium 30 53 ,796 53 ,03 0 52 , 510
ESOP reserve 31 (1 0,6 07) (6, 7 7 1) (1,362)
Other reserves 32 28,819 2 6 ,1 3 0 2 7, 1 0 0
Retained earnings/(deficit) 1 ,381 (4 ,1 1 9) (1 8 ,4 82)
Total equity 76, 68 1 71,491 62,940
The Balance Sheets as at 1 March 2021 and 28 February 2022 have been restated for a prior period adjustment, see Note 35 for
more detail.
The Financial Statements on pages 104 to 165 were approved by the board of directors on 15 November 2023 and were signed on its
behalf by:
James Gundy Grant Foley
Group Chief Executive Ocer Group Chief Financial Ocer Registered number: 02286034
Consolidated Balance Sheet
As at 28 February 2023
Braemar Plc Annual Report and Accounts 2023
101
Strategic Report Governance Financial Statements
Consolidated Cash Flow Statement
For the year ended 28 February 2023
Notes
28 Feb 2023
£’000
Restated
28 Feb 2022
£’000
Profit before tax from continuing operations 9,4 51 8,5 43
Profit before tax from discontinued operations 11 8 ,08 1
Adjustment for:
Depreciation and amortisation charges 16, 17 3 ,364 3 ,4 83
Loss on disposal of intangible assets 87
Net loss on disposal of PPE 20 10
Share scheme charges 4,520 2,894
Net foreign exchange gains with no cash impact (1 ,1 5 7)
Gain on acquisition of Southport 14 (3 , 64 3)
Gain on disposal of shares in AqualisBraemar 10, 11 (3, 3 75)
Gain relating to disposal of Cory Brothers 10, 11 (2 0 3) (4 ,1 3 4)
Gain on disposal of Wavespec 10, 11 (5 9 4)
Loss on impairment of Wavespec receivable 10, 11 2,381
Impairment of Naves goodwill 9,05 0
Impairment of property, plant and equipment 10 150 392
Impairment of intangible assets 60
Impairment of financial asset 10 848
Reversal of dilapidations provision (1 2 4)
Adjustment for non-operating transactions included in profit before tax:
Net finance cost 8 2 ,1 9 5 984
Share of loss/(profit) in associate from continuing and discontinued operations 20 23 (56)
Adjustment for cash items in other comprehensive income/expense:
Contribution to defined benefit scheme 29 (4 5 0) (4 5 0)
Operating cash flow before changes in working capital 2 4 ,1 9 1 1 8, 159
Increase in receivables (14 , 8 57)
(7,577)
Increase in payables 16,836 1 2,57 1
Increase in provisions 2 ,08 1 285
Cash flows from operating activities 28 , 251 23 ,43 8
Interest received 119 112
Interest paid (1 ,9 2 5) (9 2 1)
Tax paid, net of refunds (4 , 3 8 1) (2,161)
Net cash generated from operating activities 22 ,06 4 20,4 68
Braemar Plc Annual Report and Accounts 2023
102
Note
28 Feb 2023
£’000
Restated
28 Feb 2022
£’000
Cash flows from investing activities
Purchase of property, plant and equipment 17 (6 9 5) (65 2)
Purchase of other intangible assets 16 (90) (51 5)
Investment in associate 20 (32 6)
Acquisition of business (cash acquired) 14 349
Disposal of Cory Brothers, net of cash disposed 11 6,500 (1 2, 3 5 3)
Disposal of Wavespec, net of cash disposed 11 (5 3)
Proceeds from disposal of investment in associate 20 7, 2 3 2
Principal received on finance lease receivables 18 607 79 9
Net cash generated from/(used in) investing activities 6,6 71 (5 , 86 8)
Cash flows fromnancing activities
Proceeds from RCF loan facility
1
7, 6 9 4 8,292
Repayment of RCF loan facility
1
(3,000) (8,0 0 0)
Repayment of principal under lease liabilities 18 (3,865) (3 ,6 2 1)
Cash proceeds on issue of new shares 30 694
Cash proceeds on exercise of share awards seled by release of shares from ESOP 47 7
Dividends paid 12 (3 ,1 9 0) (2 ,1 0 9)
Purchase of own shares 31 (7, 9 6 3) (7, 0 4 3)
Selement of convertible loan notes 27 (1 , 4 4 8) (2 , 59 6)
Net cash used in financing activities (10,6 01) (1 5 ,07 7)
Increase/(decrease) in cash and cash equivalents 18, 134 (47 7)
Cash and cash equivalents at beginning of the year 25 13 ,964 1 4 ,1 6 4
Foreign exchange dierences 2 ,63 7 27 7
Cash and cash equivalents at end of the year 25 34 ,735 13,964
1 The 2022 cash proceeds and repayment from the RCF facility have been restated as they were previously reported as £29 2, 00 0 on a net basis.
The accompanying notes on pages 104 to 165 form an integral part of these Financial Statements.
Consolidated Cash Flow Statement continued
For the year ended 28 February 2023
Braemar Plc Annual Report and Accounts 2023
103
Strategic Report Governance Financial Statements
Group Notes
Share
capital
£’000
Share
premium
£’000
ESOP
reserve
£’000
Other
reserves
£’000
Retained
(deficit)/
earnings
£’000
Total
equity
£’000
At 1 March 2021 3 , 1 74 5 2, 51 0 (1,362) 2 8,0 9 4 (15,906) 6 6 ,51 0
Prior period adjustment 35 (9 9 4) (2 , 57 6) (3 ,5 70)
At 1 March 2021 (restated) 3 , 1 74 5 2, 51 0 (1,362)
27,100
(1 8,4 8 2) 62,940
Profit for the year 13,919 13,919
Actuarial gain on employee benefits
schemes – net of tax 1,31 8 1,318
Foreign exchange dierences 538 538
Cash flow hedges – net of tax (1 ,9 6 8) (1 ,9 6 8)
Other comprehensive income from
discontinued operations 460 4 60
Other comprehensive income (970) 1,3 18 348
Total comprehensive income (970) 15 ,2 37 14, 267
Transactions with owners in their
capacity as owners:
Dividends 12 (2 ,1 0 9) (2 ,1 0 9)
Shares issued 27, 30, 31 47 520 (25) 5 42
Acquisition of own shares
(7,043)
(7,043)
ESOP shares allocated 1 ,6 59 (1 ,6 5 9)
Share-based payments 30 2,894 2,894
47 520 (5 , 4 09) (8 74) (5,716)
At 28 February 2022 (restated) 3,2 21 5 3,0 30 (6, 7 7 1) 2 6 ,1 3 0 (4 ,1 1 9) 71,491
Profit for the year 4,596 4,596
Actuarial gain on employee benefits
schemes – net of tax 2, 361 2 ,361
Foreign exchange dierences 2 ,52 2 2 ,52 2
Cash flow hedges – net of tax 291 2 91
Net investment hedge (1 24) (1 2 4)
Other comprehensive income 2 ,6 89 2 ,361 5 ,050
Total comprehensive income 2 ,68 9 6,9 57 9,646
Transactions with owners in their
capacity as owners:
Deferred tax income on share awards 863 863
Dividends 12 (3 ,1 9 0) (3 ,1 9 0)
Shares issued 27, 3 0 71 76 6 8 37
Acquisition of own shares (7, 9 6 3) (7, 9 6 3)
ESOP shares allocated 4 ,1 2 7 (3 ,6 5 0) 47 7
Share-based payments 30 4,520 4 ,520
71 76 6 (3,836) (1 , 475) (4 , 4 5 6)
At 28 February 2023 3, 292 53,79 6 (1 0,6 07) 28,819 1,381 76 ,68 1
The accompanying notes on pages 104 to 165 form an integral part of these Financial Statements.
Consolidated Statement of Changes in Total Equity
For the year ended 28 February 2023
Braemar Plc Annual Report and Accounts 2023
104
General information
Braemar plc (the “Company, previously Braemar Shipping Services plc) is a public company limited by shares incorporated in the
United Kingdom under the Companies Act. The Company is registered in England and Wales and its registered address is 1 Strand,
Trafalgar Square, London, United Kingdom, WC2N 5HR. The consolidated Financial Statements of the Company as at and for the
year ended 28 February 2023 comprise the Company and its subsidiaries (together referred to as the “Group”).
The Group Financial Statements of Braemar Plc for the year ended 28 February 2023 were authorised for issue in accordance with
a resolution of the directors on 15 November 2023.
1 Basis of preparation
Basis of preparation and forward-looking statements
The Consolidated Financial Statements have been prepared in accordance with UK-adopted international accounting standards
and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The Financial Statements have been prepared under the historic cost convention except for items measured at fair value as set
out in the accounting policies below.
Certain statements in this Annual Report are forward-looking. Although the Group believes that the expectations reflected in these
forward-looking statements are reasonable, it gives no assurance that these expectations will prove to have been correct. These
forward-looking statements involve risks and uncertainties, so actual results may diesults may differ materially from those expressed or implied
by these forward-looking statements.
The Group Financial Statements are presented in sterling and all values are rounded to the nearest thousand sterling (£’000)
except where otherwise indicated.
New standards, amendments and interpretations eeetations effective for the financial year beginning 1 March 2022
There were no new standards or amendments (including the amendments to IFRS 3, IAS 1 and the Annual Improvements to IFRS
Accounting Standards 2018-2020 Cycle) that were adopted in the annual Financial Statements for the year ended 28 February
2023 which had a significant e2023 which had a significant effect on the Group.
New standards, amendments and interpretations issued but not yet eectivet effective for the financial year beginning 1 March 2022
and not early adopted
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are
eettective in future accounting periods that the Group has decided not to adopt early.
The following amendments are eective effective in future periods and have not been early adopted by the Group:
Insurance Contracts (IFRS 17 Insurance Contracts and amendments to IFRS 17);
Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28);
Classification of Liabilities as Current or Non-current (Amendments to IAS 1);
Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2);
Definition of Accounting Estimates (Amendments to IAS 8);
Deferred Tax Related to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12); and
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12
The adoption of these standards and amendments is not expected to have a material impact on the Financial Statements of the
Group in future periods.
In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified
as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity
has a right at the end of the reporting period to defer selement of ther settlement of the liability for at least 12 months aer the ronths after the reporting period.
The amendments also clarify that “selement” includes the trents also clarify that “settlement” includes the transfer of cash, goods, services, or equity instruments unless the
obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from
the liability component of a compound financial instrument. Following concerns raised by stakeholders, the IASB issued further
amendments in October 2022 to specify that only those covenants which an entity must comply with on or before the reporting
period should aperiod should affect classification of the corresponding liability as current or non-current. The October 2022 amendments defer
the ethe effective date of the January 2020 amendments by one year in order that both sets of amendments are eective effective for annual
reporting periods beginning on or aer 1 January 2024 with earlier application permieporting periods beginning on or after 1 January 2024 with earlier application permitted.
Under the Group’s current accounting policy, a financial liability with an equity conversion feature is classified as current or non-
current disregarding the impact of the conversion option. The amendments to IAS 1 will result in the equity conversion feature
relating to certain of the Group’s financial liabilities, impacting the classification of those liabilities. While the Group’s assessment
of the impact is ongoing, the Group expects that amounts included as non-current in relation to “Convertible Loan Notes” will be
reclassified to current liabilities.
Notes to the Financial Statements
Braemar Plc Annual Report and Accounts 2023
105
Strategic Report Governance Financial Statements
The Company has elected to prepare its Parent Company Financial Statements in accordance with Financial Reporting Standard
101 Reduced Disclosure Framework (“FRS 101”).
Going concern
The Group and Company Financial Statements have been prepared on a going concern basis. In reaching this conclusion
regarding the going concern assumption, the directors considered cash flow forecasts to 28 February 2025 which is more than
15 months from the date of signing of these Financial Statements.
A set of cash flow forecasts (“the base case”) have been prepared by management and reviewed by the directors based on
revenue and cost forecasts considered reasonable in the light of work done on budgets for the current year and the current
shipping markets. In puing togets. In putting together these forecasts particular aention worecasts particular attention was paid to the following factors:
The Group’s compliance with sanctions put in place as a result of the conflict in the Ukraine has meant additional work
reviewing compliance obligations on a regular basis as the laws have been amended but did not have a material eerial effect on
trading in FY23, nor is it expect to have an impact in FY23/24.
The level of likely cost inflation, particularly around salaries and energy costs.
The Group’s investment in a new oce in Maew office in Madrid, an acquisition in the US and new trading desks in the Securities business
have started well and there is no indication that integration risks are going to be a threat to the forecasts for FY23/24.
Geopolitical tensions can cause volatility in shipping markets, but if anything, that uncertainty can give rise to additional
opportunities for the business to support the industry and clients further. There is therefore no expectation that the current
global political tensions will have an adverse impact on trading in FY23/24.
The impact of climate change is not expected to have any material impact on the business in the short term and indeed could
lead to additional opportunities.
The impact that the investigation and resulting delay in publishing the annual report and accounts could have on the
performance and reputation of the business.
The directors have considered trading performance during the current year and have concluded that none of these factors are
currently likely to have a significantly adverse impact on the Group’s future cash flows.
The Group’s balance sheet has been strengthened significantly due to the strong trading and disposals of non-core assets during
the prior year. As at 28 February 2023 the Group held net bank cash of £6.9 million (2022: net bank debt £9.3 million). As at 30
September 2023 the Group had net bank cash of £5.3 million, following the payment of year end broker bonuses.
Note
30 Sept 2023
£m
28 Feb 2023
£m
28 Feb 2022
£m
Secured revolving credit facilities 27 (25.1) (27.8) (23.3)
Cash 25 30.4 34.7 14.0
Net cash/(debt) 5.3 6.9 (9.3)
During the period, the Group has extended its revolving credit facility (“RCF”) with its main bankers, HSBC. The RCF is for £30.0
million plus an accordion limit of £10.0 million and has an initial termination date of November 2025 with two options, subject to
lender approval, to extend the term of the facility by 12 and 24 months respectively. Drawdown of the accordion facility is subject
to additional credit approval. It has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At 31 May 2022, 31
August 2022, 30 November 2022 and 28 February 2023 the Group met all financial covenant tests. In addition, there is a further
requirement to provide HSBC with the Group’s audited Financial Statements within 6 months of the year-end. Due to the delay in
completing the audited Financial Statements the Group obtained waivers for this requirement.
The cash flow forecasts in the base case assessed the ability of the Group to operate both within the banking covenants and
the facility headroom, and included a number of downside sensitivities on the budgeted revenue, including a reverse stress test
scenario. The directors consider revenue as the key assumption in the Group’s budget. The cost base is largely fixed or made up
of discretionary bonuses, which are directly linked to profitability. Based on two flex scenarios; a revenue decrease of 7.5% and a
revenue decrease of 15% from the base case, only very minor mitigations were necessary to meet banking covenants.
A reverse stress test was also performed to ascertain the point at which the covenants would be breached in respect of the key
assumption of budgeted revenue decline. This test indicated that the business, alongside certain mitigating actions which are
fully in control of the directors, would be capable of withstanding a reduction of approximately 35% in budgeted revenue from
the base case assumptions from September 2023 through to February 2025. In light of current trading, forecasts and the Group’s
performance over FY23, the directors assessed this downturn in revenue and concluded the likelihood of such a reduction remote,
especially in light of the forward order book of $65 million at the end of September 2023 (£38 million of which is for the financial
year ending February 2024 and 2025), such that it does not impact the basis of preparation of the Financial Statements and there
is no material uncertainty in this regard.
Braemar Plc Annual Report and Accounts 2023
106
1 Basis of preparation continued
Basis of consolidation
The consolidated Financial Statements incorporate the Financial Statements of Braemar Plc (previously Braemar Shipping Services
plc) and all its subsidiaries made up to 28 February each year or 29 February in a leap year.
Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its
involvement with an entity and has the ability to aect tho affect those returns through its power over the entity. The results of subsidiaries
sold or acquired during the year are included in the accounts up to, or from, the date that control exists. All intercompany balances
and transactions have been eliminated in full.
2 Use of estimates and critical judgements
The preparation of the Group’s Financial Statements requires management to make judgements, estimates and assumptions that
aect thaffect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting
date. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations
of future events that are believed to be reasonable under the circumstances. In the future, actual experience may dixperience may differ from these
estimates and assumptions.
Key sources of estimation uncertainty
The following are the key estimates and assumptions that the directors have made in the process of applying the Group’s
accounting policies and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and
liabilities within the next financial year.
Impairment of goodwill
Goodwill is tested for impairment on an annual basis, and the Group will also test for impairment at other times if there is an
indication that an impairment may exist. Determining whether goodwill is impaired requires an estimation of the value-in-use of
the cash-generating units to which these assets have been allocated. The value-in-use calculation estimates the present value
of future cash flows expected to arise for the cash-generating units. The key estimates are therefore the selection of suitable
discount rates and the estimation of future growth rates which vary between cash-generating units depending on the specific
risks and the anticipated economic and market conditions related to each cash-generating unit (see Note 15 for a description of
the approach used by management to determine these key values).
As part of determining the value in use of each CGU group, Management has considered the potential impact of climate change
on the business performance over the next five years, and the terminal growth rates. While there is considerable uncertainty
relating to the longer term and quantifying the impact on a range of outcomes, management considers that environmental-related
incremental costs are expected to have a relatively low impact. Recognising that there are extreme but unlikely scenarios, the
Group considers that while exposed to physical risks associated with climate change (such as flooding, heatwaves, sea level rises
and increased precipitation) the estimated impact of these on the Group is not deemed material.
In addition, the Group is exposed to transitional risks which might arise, for example, from government policy, customer
expectations, material costs and increased stakeholder concern. The transitional risks could result in financial impacts such
as higher environmentally focused levies (e.g. carbon pricing). While the Group is exposed to the potential financial impacts
associated with transitional risks, based on information currently available, these are not deemed to have a significant impact.
Acquisition accounting
Business combinations are accounted for under the acquisition method, based on the fair values of the consideration paid. Assets
and liabilities, with limited exceptions, are measured at their fair value at the acquisition date. The Group estimates the provisional
fair values and useful lives of acquired assets and liabilities at the date of acquisition. The valuation of acquired intangibles is
subject to estimation of future cash flows and the discount rate applied to them. The valuation of the customer-related intangible
assets is determined based on an excess earnings methodology while the valuation of the marketing-related intangible asset is
based on a royalty savings method. For further details on the acquisition in the year, see Note 14 Business combinations.
Fair value of Cory Brothers deferred and contingent consideration receivable
On 28 February 2022 the Group sold Cory Brothers to Vertom Agencies BV for maximum consideration of £15.5 million. Initial cash
proceeds of £6.5 million were received on completion of the transaction, and three contractual “earn-out” payments will be made,
being an agreed percentage of the future gross profits of the combined VertomCory business over three subsequent earn out
periods. Each of the three earn-out payments are subject to minimum and maximum amounts which are specified in the share
purchase agreement.
The minimum earnout consideration has been classified as deferred consideration receivable. The minimum amount is specified
in the SPA and is therefore not an estimate, however an estimate of a discount rate is necessary to discount the deferred
consideration receivable. A discount rate of 2.39% was used to calculate the net present value; this was based on the credit risk of
Vertom Agencies BV following a credit check performed by management. Deferred consideration receivable is initially recognised
at fair value and subsequently measured at amortised cost.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
107
Strategic Report Governance Financial Statements
The balance of the earnout consideration, up to the maximum specified in the SPA has been classified as contingent consideration
receivable because it is contingent on the future profitability of the combined business. The fair value of the contingent consideration
receivable involves two critical estimates: the future profitability of the combined business and the discount rate used to calculate
the net present value. The future profitability forecasts are based on a business plan prepared by the combined VertomCory
business. Contingent consideration receivable is initially recognised at fair value and subsequently measures at fair value through
profit and loss.
See Note 23 for further details, including a sensitivity analysis of the contingent consideration receivable to the discount rate and
the assumptions of future profitability.
Recoverability of deferred tax assets
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer
probable that sucient taxable probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. See Note 9.
Share option vesting
The fair value determined at the grant date of the equity-seled shar-settled share-based payments is typically expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest. At each
reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the eesult of the effect of non-
market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that
the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves. See Note 30.
Provision for impairment of trade receivables and contract assets
Trade receivables and contract assets are amounts due from customers in the ordinary course of business. Trade receivables and
contract assets are classified as current assets if collection is due within one year or less (or in the normal operating cycle of the
business if longer). If not, they are presented as non-current assets.
The provision for impairment of trade receivables and contract assets represents management’s best estimate at the Balance
Sheet date. A number of judgements are made in the calculation of the provision, primarily the age of the invoice, the existence of
any disputes, recent historical payment paecent historical payment patterns and the debtor’s financial position.
When measuring expected credit losses, the Group uses reasonable and supportable forward-looking information, which is based
on assumptions for the future movement of dierement of different economic drivers and how these drivers will aect eas will affect each other. Probability
of default constitutes a key input in measuring expected credit losses. Probability of default is an estimate of the likelihood of
default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future market
conditions. See Note 22.
Valuation of defined benefit pension scheme
The Group uses an independent actuary to provide annual valuations of the defined benefit pension scheme. The actuary uses
a number of estimates in respect of the scheme membership, the valuation of assets and assumptions regarding discount rates,
inflation rates and mortality rates.
The membership details are provided by an independent trustee while the valuation of assets is verified by an independent fund
manager. The discount rates, inflation rates and mortality rates are reviewed by management at each reporting date. See Note 29.
Wavespec
Fair value of consideration
In the year ended 28 February 2022, the sale of Wavespec, the Group’s Engineering Division, completed for a maximum
consideration of £2.6 million. The fair value of the consideration is a critical accounting judgement.
The consideration was due to be satisfied by the issuance of a promissory note with a maturity date of 31 March 2026. The fair
value of the consideration was based on the net present value of the promissory note (£2.4 million). A discount rate of 2.11% was
used to calculate the net present value. The discount rate was made up of two elements, the first being a 5-year BBB+ bond yield
of 1.51%, the second being a premium for lack of marketability at 0.60%. A 5-year BBB+ bond yield was used because it matches
the maturity of the promissory note and reflects the credit rating of the bank that was expected to provide the leer of crtter of credit.
Impairment
As at 28 February 2022 and 28 February 2023, the buyer had not delivered on its obligations to secure the promissory note and
therefore management have made a judgement that the promissory note is unlikely to be honoured and consequently the fair
value of the consideration is impaired and a credit loss of £2.4 million was recognised within discontinued operations in the year
ended 28 February 2022.
Uncertain commission obligations
As described further and set out in Note 28 – Provisions, the directors have made significant judgements in relation to the
estimation of the amount of provision to be recognised in relation to uncertain commission obligations.
Braemar Plc Annual Report and Accounts 2023
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2 Use of estimates and critical judgements continued
Key judgements
The following are key judgements that the Group makes, apart from those involving estimations (which are dealt with above), that
the directors have made in the process of applying the Group’s accounting policies and that have the most significant ee most significant effect on
the amounts recognised in the Financial Statements.
Revenue recognition
IFRS 15 “Revenue from Contracts with Customers” requires judgement to determine whether revenue is recognised at a “point in
time” or “over time” as well as determining the transfer of control for when performance obligations are satisfied.
For Chartering, the Group has defined the performance obligation to be satisfied at the point in time where the negotiated contract
between counterparties has been successfully completed, being the discharge of cargoes, and therefore revenue is recognised at
this point in time. This is a critical judgement since revenue recognition would dienue recognition would differ if the performance obligations were deemed to
be satisfied over a time period, or at a dierer a time period, or at a different point in time.
Recoverability of defined benefit pension scheme net asset
As a result of actuarial movements during the period, including an increase in the discount rate from 2.65% at 28 February 2022 to
4.90% at 28 February 2023, the UK defined benefit scheme is in an actuarial surplus position at 28 February 2023 (measured on an
IAS 19 “Employee Benefits” basis) of £1.1 million (28 February 2022: liability of £2.1 million). The surplus has been recognised on the
basis that the Group has an unconditional right to a refund, assuming the gradual selement of Scheme liabilities oadual settlement of Scheme liabilities over time until
all members have le the Schemeve left the Scheme. The surplus will be subject to a tax charge on its recovery which the Group does not believe
meets the definition of an income tax under IAS 12, and as a result, the surplus has been presented net of the expected taxes
payable of £0.6 million, at a rate of 35%.
Classification and recognition of specific items
In reporting financial information, the Group presents Alternative Performance Measures (“APMs”) which are not defined or
specified under the requirements of International Financial Reporting Standards (“IFRS”). The Group believes that these APMs,
which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful
information and enable an alternative comparison of performance over time.
The Group excludes specific items from its underlying earnings measure. Management judgement is required as to what items
qualify for this classification. There can also be judgement as to the point at which costs should be recognised and the amount
to record to ensure that the understanding of the underlying performance is not distorted. Specific items include the results from
discontinued operations. See Note 10.
Assessment of business combinations
During the year, the Group acquired the entity Madrid Shipping Advisors S.L. For a business combination to exist, the Group must
obtain control of a business. To be considered a business, an acquired set of activities and assets must include, at a minimum, an
input and a substantive process that together significantly contribute to the ability to create outputs. As part of the transaction, no
assets were acquired (such as brand, order book, property, plant and equipment), nor were any liabilities assumed. The entity holds
the service contracts for key employees and was a newly incorporated company, set up specifically for the acquisition. The Group
has made the judgement that the acquisition did not meet the definition of a business combination as the acquired entity did not
meet the definition of a business. The transaction was treated as the recruitment of a broker team, which is consistent with the
substance of the arrangement.
Climate-related risks and opportunities
Management have considered the impact of climate-related risks in respect of impairment of goodwill, recoverability of receivables
and the recoverability of deferred tax assets in particular and do not consider that climate-related risks have a material impact on
any key judgements, estimates or assumptions in the consolidated Financial Statements.
In the prior year, climate change was assessed as part of ongoing discussions of key and emerging risks for the Group and
the shipping and energy sectors within which it operates. Consideration of the potential short to medium-term impact of the
Environment and Climate Change risk resulted in its inclusion as a Group Principal Risk.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
109
Strategic Report Governance Financial Statements
3 Accounting policies
a) Business combinations
The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments
or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:
fair values of the assets acquired;
liabilities incurred to the former owners of the acquired business;
equity interests issued by the Group;
fair value of any asset or liability resulting from a contingent consideration arrangement; and
fair value of any pre-existing equity interest in the subsidiary.
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,
measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity
on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired
entity’s net identifiable assets.
Acquisition-related costs are expensed as incurred.
The excess of the consideration transferred; amount of any non-controlling interest in the acquired entity; and acquisition-date
fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded
as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the diered, the difference is
recognised directly in profit or loss as a gain on purchase.
Where selement of any part of cash considere settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present
value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar
borrowing could be obtained from an independent financier under comparable terms and conditions.
Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are
subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity
interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are
recognised in profit or loss.
Due to the nature of the Group’s business, amounts paid or shares issued to sellers are oen linke often linked to their continued employment.
An assessment is performed to determine whether the amounts are part of the exchange for the acquiree, or should be treated as a
transaction separate from the business combination. Transactions that are separate from the business combination are accounted for
in accordance the relevant IFRSs which generally results in the amounts being treated as a post-combination remuneration expense.
b) Revenue recognition
Revenue is recognised in accordance with satisfaction of performance obligations. Revenue of the Group consists of:
i) Chartering desks – The Group acts as a broker for several types of shipping transactions, each of which gives rise to an
entitlement to commission:
Deep sea tankers, specialised tankers and gas, dry cargo and oshorgo and offshore:
for single voyage chartering, the contractual terms are governed by a standard charterparty contract in which the broker’s
performance obligation is satisfied when the cargo has been discharged according to the contractual terms; and
for time charters, the commission is specified in the hire agreement and the performance obligation is spread over the term
of the charter at specified intervals in accordance with the charter party terms.
ii) Risk Advisory desks
Securities:
for income derived from commodity broking, the commission is recognised when a binding contractual arrangement is
entered into between the two parties, at which point, the Group has fulfilled its performance obligation.
iii) Investment Advisory
Financial:
income comprises retainer fees and success fees generated by corporate finance-related activities. Revenue is recognised in
accordance with the terms agreed in individual client terms of engagement. Recurring monthly retainers are recognised in the
month of invoice and success fees are recognised at the point when the performance obligations of the particular engagement
are fulfilled.
Braemar Plc Annual Report and Accounts 2023
110
3 Accounting policies continued
b) Revenue recognition
continued
iii) Investment Advisory continued
Sale and purchase:
in the case of second-hand sale and purchase contracts, the broker’s performance obligation is satisfied when the
principals in the transaction complete on the sale/purchase and the title of the vessel passes from the seller to the buyer;
with regard to newbuilding contracts, the commission is recognised when contractual stage payments are made by the
purchaser of a vessel to a shipyard which in turn reflects the performance of services over the life of the contract; and
for income derived from providing ship and fleet valuations, the Group recognises income when a valuation certificate is
provided to the client and the service is invoiced.
iv) Logistics (a discontinued operation):
the performance obligation for agency income is satisfied at the point in time when the vessel sails from the port.
Forforwaror forwarding and logistics income the performance obligation is satisfied when the goods depart from their load location.
Where the Group acts as a principal rather than as agent, the revenue and costs are shown gross.
Dividend income from investments is recognised when the right to receive payment is established.
c) Government grants
Government grants are need against the cost incurre netted against the cost incurred by the Group. When retention of a government grant is dependent on the
Group satisfying certain criteria, it is initially recognised as deferred income and released to the Income Statement once the criteria
for retention have been satisfied. See Note 5.
d) Foreign currencies
Transactions and balances
Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the date of the transaction.
Foreign exchange gains and losses resulting from the selement oom the settlement of such transactions and from the translation at year-end
exchange rates of monetary assets and liabilities denominated in foreign currency are recognised in the Income Statement.
In order to hedge its exposure to certain foreign exchange risks, the Group enters into derivative financial instrument contracts,
mainly forward foreign currency exchange contracts which are designated as cash flow hedges (see Note 3(m)). For a qualifying
hedge relationship, the fair value gain or loss on the hedging instrument is recognised as part of Revenue when the underlying
transaction is recognised in accordance with the Revenue recognition policy set out above.
Translation to presentation currency
The presentational currency of the Group is sterling. Assets and liabilities of overseas subsidiaries, branches and associates are
translated from their functional currency into sterling at the exchange rates ruling at the Balance Sheet date. Trading results are
translated at the average rates for the period. Exchange dierchange differences arising on the consolidation of the net assets of overseas
subsidiaries are recognised through other comprehensive income in the foreign currency translation reserve (see Note 32).
On disposal of a business, the cumulative exchange dierchange differences previously recognised in the foreign currency translation reserve
relating to that business are transferred to the Income Statement as part of the gain or loss on disposal. The Group finances
overseas investments partly through the use of foreign currency borrowings in order to provide a net investment hedge over the
foreign currency risk that arises on translation of its foreign currency subsidiaries. For eectivor effective hedge relationships, the gain or loss
on the hedging instrument is recognised in equity through other comprehensive income.
e) Taxation
The taxation expense represents the sum of the current and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit dierfit differs from net profit as reported in the Income
Statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group and Company’s liability for current tax is calculated using rates that have
been enacted or substantively enacted by the Balance Sheet date.
Deferred income tax is provided in full, using the liability method, on temporary diemporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the consolidated Financial Statements. However, deferred tax liabilities are not recognised if
they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from initial recognition of an
asset or liability in a transaction other than a business combination that, at the time of the transaction, aansaction, affects neither accounting nor
taxable profit or loss and does not give rise to equal taxable and deductible temporary dierary differences. Deferred income tax is determined
using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to
apply when the related deferred income tax asset is realised or the deferred income tax liability is seled. Defttled. Deferred tax assets and
liabilities are oset where offset where there is a legally enforceable right to oset currceable right to offset current tax assets and liabilities and where the deferred tax
balances relate to the same taxation authority. Current tax assets and tax liabilities are oset where offset where the entity has a legally enforceable
right to oseright to offset and intends either to sele on a nds either to settle on a net basis, or to realise the asset and sele the liability simultand settle the liability simultaneously.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
111
Strategic Report Governance Financial Statements
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly
inequityin equity, respectively.
f) Goodwill
Business combinations are accounted for using the acquisition method. The goodwill recognised as an asset by the Group is
stated at cost less any accumulated impairment losses.
On the acquisition of a business, fair values are aributed to the attributed to the net assets (including any identifiable intangible assets) acquired.
The excess of the consideration transferred, any non-controlling interest recognised and the fair value of any previous equity
interest in the acquired entity over the fair value of net identifiable assets acquired is recorded as goodwill. Acquisition-related
costs are recognised in the Income Statement as incurred in accordance with IFRS 3.
In relation to acquisitions where the fair value of assets acquired exceeds the fair value of the consideration, the excess fair value is
recognised immediately in the Income Statement as a gain on purchase.
On the disposal of a business, goodwill relating to that business remaining on the Balance Sheet is included in the determination
of the profit or loss on disposal. As permiofit or loss on disposal. As permitted by IFRS 1, goodwill on acquisitions arising prior to 1 March 2004 has been retained at
prior amounts and is tested annually for impairment.
g) Intangible assets
Computer sowareoftware
The Group capitalises computer sowoup capitalises computer software at cost. It is amortised on a straight-line basis over its estimated useful life of up to
fouryfour years.
Development costs
The Group capitalises internally generated development costs when it is able to demonstrate:
the technical feasibility of completing the intangible asset so that it is subsequently available for use;
that there is a clear intention that the intangible asset would be completed and then used;
that it is able to use the intangible asset;
that future economic benefits are probable;
that there are adequate technical, financial and other resources to complete the development and to use the asset; and
the expenditure aributable to the attributable to the intangible asset during its development can be reliably measured.
The Group amortises development on a straight-line basis over its estimated useful economic life of up to three years. See Note 16.
Research costs are expensed as incurred.
Other intangible assets
Intangible assets acquired as part of a business combination are stated in the Balance Sheet at their fair value at the date
of acquisition less accumulated amortisation and any provision for impairment. The amortisation of the carrying value of the
capitalised forward order book and customer relationships is charged to the Income Statement over an estimated useful life,
which is between four months to twelve years. The amortisation in respect of capitalised brand assets is expensed to the Income
Statement over an estimated useful life, which is between three and twelve years.
h) Property, plant and equipment
Property, plant and equipment are shown at historical cost less accumulated depreciation and any provision for impairment.
Depreciation is provided at rates calculated to write o the cost, leso write off the cost, less estimated residual value of each asset, on a straight-line basis
over its expected useful life as follows (except for long and short leasehold interests which are wrien o against the re written off against the remaining
period of the lease):
Motor vehicles – three years
Computer equipment – four years
Fixtures and equipment – four years
Braemar Plc Annual Report and Accounts 2023
112
3 Accounting policies continued
i) Leases
The Group as a lessee
The Group has various lease arrangements for properties, and other equipment. At inception of a lease contract, the Group
assesses whether the contract conveys the right to control the use of an identified asset for a certain period of time and whether
it obtains substantially all the economic benefits from the use of that asset, in exchange for consideration. The Group recognises a
lease liability and a corresponding right-of-use asset with respect to all lease arrangements in which it is a lessee, except low-value
leases and short-term leases of 12 months or less, costs for which are recognised as an operating expense within the income
statement on a straight-line basis.
A right-of-use asset is capitalised on the Balance Sheet at cost, comprising the amount of the initial measurement of the lease
liability and lease payments made at or before the commencement date, plus any initial direct costs incurred in addition to an
estimate of costs to remove or restore the underlying asset. Where a lease incentive is receivable, the amount is oset against , the amount is offset against
the right-of-use asset at inception. Right-of-use assets are depreciated using the straight-line method over the shorter of the
estimated life of the asset or the lease term.
The lease liability is initially measured at the present value of future lease payments. Interest expense is charged to the
Consolidated Income Statement over the lease period so as to produce a constant periodic rate of interest on the remaining
balance of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds
necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions. Generally, the
interest rate implicit in the lease is not readily determinable, as such the incremental borrowing rate is used to discount future
leasepaymentslease payments.
For the Group, lease payments generally comprise the following:
Fixed payments, less any lease incentives receivable;
Variable payments that are based on an index or rate; and
Payments to be made under extension options which are reasonably certain to be exercised.
Lease payments made are apportioned between an interest charge and a capital repayment amount which are disclosed within
the financing activities and the operating activities sections of the Consolidated Statement of Cash Flows respectively. When an
adjustment to lease payments based on an index takes eect, the liability is res effect, the liability is remeasured with a corresponding adjustment to the
right-of-use asset.
Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any additional
covenants. Several of the Group’s contracts include indexation adjustments to lease payments in future periods which are not
reflected in the measurement of the lease liabilities at 28 February 2023. Many of the contracts entered into by the Group include
extension or termination options which provide the Group with additional operational flexibility. If the Group considers it reasonably
certain that an extension option will be exercised or a termination option not exercised, the additional period is included in the
leaseterm.lease term.
A modification to a lease which changes the lease payment amount (e.g. due to a renegotiation or market rent review) or amends
the term of the lease, results in a reassessment of the lease liability with a corresponding adjustment to the right-of-use asset.
The Group as a lessor
The Group classified leases as either operating or finance leases based on the substance of the arrangement. At commencement
of a finance lease, a receivable is recognised at an amount equal to the Group’s net investment in the lease. Finance income is
recognised reflecting a constant periodic rate of return on the net investment in the lease. Lease payments from operating leases
are recognised as income on a straight-line basis.
j) Investments
Investments in associates and joint ventures where the Group has joint control or significant influence are accounted for under
the equity method. Investments in associates are initially recognised in the Consolidated Balance Sheet at cost. Subsequently
associates are accounted for under the equity method, where the Group’s share of post-acquisition profits and losses and other
comprehensive income is recognised in the Income Statement and Statement of Comprehensive Income.
Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated
investors’ interests in the associate. The investor’s share in the associate’s profits and losses arising from these transactions is
eliminated against the carrying value of the associate.
Where the Group’s share of the associate’s identifiable net assets is greater than the cost of investment, a gain on purchase is
recognised in the Income Statement and the carrying value of the investment in the Consolidated Balance Sheet is increased.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
113
Strategic Report Governance Financial Statements
When the Group disposes of shares in associates or joint ventures the Group recognises a profit or loss on disposal based on
the net proceeds less the weighted average cost of the shares disposed of. On disposal the Group reclassifies foreign exchange
amounts previously recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss
would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.
The most recent Financial Statements of an associate are used for accounting purposes unless it is impractical to do so. Where
the Group and an associate have non-coterminous reporting dates the associate’s full-year accounts will be used for the purposes
of the Group’s reporting at 28 February with adjustments made for any significant transactions or events.
Investments where the Group has no significant influence are held at fair value, with movements in fair value recorded in profit
andlossand loss.
k) Impairment
The carrying amount of the Group’s assets, other than financial assets within the scope of IFRS 9 and deferred tax assets, are
reviewed for impairment as described below. If any indication of impairment exists, the asset’s recoverable amount is estimated.
The recoverable amount is determined based on the higher of value-in-use calculations and fair value less costs to sell, which
requires the use of estimates. An impairment loss is recognised in the Income Statement whenever the carrying amount of the
assets exceeds its recoverable amount.
Goodwill is reviewed for impairment at least annually. Impairments are recognised immediately in the Income Statement. Goodwill
is allocated to cash-generating units for the purposes of impairment testing.
The carrying value of intangible assets with a finite life is reviewed for impairment whenever events or changes in circumstances
indicate that the carrying value may not be recoverable. The carrying values of other intangible assets are reviewed for impairment
at least annually or when there is an indication that they may be impaired.
Right-of-use assets are reviewed for impairment to account for any loss when events or changes in circumstances indicate the
carrying value may not be fully recoverable.
Where there is objective evidence that the investment in an associate has been impaired, the carrying amount of the investment is
tested for impairment in the same way as other non-financial assets.
Where an impairment loss subsequently reverses, the carrying amount of the assets, with the exception of goodwill, is increased
to the revised estimate of its recoverable amount. This cannot exceed the carrying amount prior to the impairment charge.
Animpairment rAn impairment recognised in the Income Statement in respect of goodwill is not subsequently reversed.
l) Deferred and contingent consideration receivables
Contingent consideration receivable is initially recognised at fair value and is subsequently remeasured at its fair value at each
Balance Sheet date. The resulting gain or loss is recognised immediately in the Income Statement. Contingent consideration
receivable is classified as level 3 in accordance with the fair value hierarchy specified by IFRS 13. Deferred consideration is initially
measured at its fair value and subsequently measured at amortised cost less provision for impairment. See Notes 23 and 24.
m) Derivative financial instruments and hedging
Derivatives are initially recognised at fair value and are subsequently remeasured at their fair value at each Balance Sheet date
with gains and losses recognised immediately in the Income Statement unless hedge accounting is applied. Recognition of the
resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if it is, the nature of the item
being hedged. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised immediately in the
Income Statement. The Group designates derivatives that qualify for hedge accounting as a cash flow hedge where there is a high
probability of the forecast transactions arising. The eansactions arising. The effective portion of changes in the fair value of these derivatives is recognised
in equity. The gain or loss on derivative instruments not designated in hedging relationships and relating to the ineectivffective portion of
derivatives designated in hedging relationships is recognised immediately in the Income Statement within finance costs or income.
Amounts accumulated in equity are recycled to the Income Statement at the same time as the gains or losses on the hedged
items. When a forecast transaction is no longer expected to occur, the cumulative gains or losses that were reported in equity are
immediately transferred to the Income Statement.
To qualify for hedge accounting, the terms of the hedge must be clearly documented at inception and there must be an
expectation that the derivative will be highly eective will be highly effective in oseing changes in the cash floe in offsetting changes in the cash flow of the hedged risk. Hedge
eettectiveness is tested throughout the life of the hedge and if at any point it is concluded that the relationship can no longer be
expected to remain highly eectivemain highly effective in achieving its objective, the hedge relationship is terminated.
Braemar Plc Annual Report and Accounts 2023
114
3 Accounting policies continued
m) Derivative financial instruments and hedging continued
The critical terms of the hedging instruments match the hedged transactions r in relation to currency, timing and amounts, meaning there
is a clear economic relationship between the hedging instrument and hedged item as required under IFRS 9. Thereby, management
qualitatively demonstrates that the hedging instrument and the hedged items will move equally in the opposite direction.
When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship
but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is
recognised in accordance with the above policy when the transaction occurs.
The fair value of derivative contracts is based either directly or indirectly on market prices at the Balance Sheet date.
Financial assets and liabilities are classified in accordance with the fair value hierarchy specified by IFRS 13. See Note 24.
n) Trade receivables and contract assets
Trade receivables and contract assets are initially recognised at fair value (less transaction costs) and subsequently measured at
amortised cost.
At the Balance Sheet date, there may be amounts where invoices have not been raised but performance obligations have been
satisfied, and these are recognised as contract assets.
Specific provision is made where there is evidence that the balances will not be recovered in full. A provision for expected credit
losses is made for trade receivables and contract assets using the simplified approach. A provision matrix is used to calculate an
expected credit loss as a percentage of carrying value by age. The percentages are determined based on historical credit loss
experience as well as forward-looking information. Expected credit loss provisions are made for other receivables based on lifetime
expected credit losses using a model that considers forward-looking information and significant increases in credit risk.
Trade and other receivables are non-interest bearing and generally on terms payable within 30 to 90 days.
o) Cash and cash equivalents
Cash and cash equivalents included in the Balance Sheet comprise cash in-hand, short-term deposits with an original maturity of
three months or less and restricted cash.
Cash and cash equivalents included in the Cash Flow Statement include cash and short-term deposits. Bank overdras ardrafts are
included in the Balance Sheet within short-term borrowings.
p) Provisions
Provisions are recognised when the Group has a present obligation (legal or otherwise) as a result of a past event and it is
probable that an outflow of resources embodying economic benefits will be required to sele the obligation and a ro settle the obligation and a reliable estimate
can be made of the amount of the obligation. If material, the provisions are discounted using an appropriate current post-tax
interest rate.
Short-term provisions for long service leave expected to be seled wholly within 12 months of tho be settled wholly within 12 months of the reporting date are measured at
the amounts expected to be paid when the liabilities are seled.e settled.
The provision for long service leave not expected to be seled within 12 med to be settled within 12 months of the reporting date is measured at the
present value of expected future payments to be made in respect of services provided by employees up to the reporting date.
Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.
Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity and
currency that match, as closely as possible, the estimated future cash outflows.
q) Share-based payments
The Group operates a number of equity-seled shar-settled share-based payment schemes.
No awards may be granted under the schemes set out below which would result in the total number of shares issued or remaining
issuable under all of the schemes (or any other Group share schemes), in the ten-year period ending on the date of grant of the
option, exceeding 10% of the Company’s issued share capital (calculated at the date of grant of the relevant option).
The Group may provide a net selement ft settlement feature, whereby it withholds the number of equity instruments equal to the monetary
value of the employee’s tax obligation arising from the exercise (or vesting) of the award if the total number of shares that
otherwise would have been issued to the employee. The Group has no contractual obligation to provide a net selemvide a net settlement option,
and therefore the award is still accounted for as an equity seled awaror as an equity settled award in full and the value of the shares foregone by the
employee is accounted for as a deduction from equity.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
115
Strategic Report Governance Financial Statements
The net cost of the shares acquired for the shares held by the ESOP and the EBT are a deduction from shareholders’ funds and
represent a reduction in distributable reserves. Note 31 provides detail on the ESOP and the EBT and movements in shares to be issued.
Share Option Scheme
During the year the Company operated the Braemar Shipping Services Plc Savings-Related Share Option Scheme 2014 (the “SAYE
Scheme”) and the Braemar Shipping Services Plc International Savings-Related Share Option Scheme 2019 (the “International SAYE
Scheme”). Options are granted at up to a 20% discount to the prevailing market price and entitle employees to purchase shares in
the Company at a fixed price subject to continued employment. The fair value of share options granted under the SAYE schemes
is determined using a binomial pricing model. The number of awards which are expected to vest is estimated by management
based on levels of expected forfeitures.
Deferred Bonus Plan (“DBP”)
The Company adopted a Deferred Bonus Plan in May 2020 (the “2020 DBP”), pursuant to which future discretionary bonus awards
will be granted to sta including exaff including executive directors. Awards under the New DBP may be linked to an option granted under the new
Braemar Company Share Option Plan 2020, which was also adopted by the Company in May 2020 (the “2020 CSOP”). Where an
employee receives a linked award under the 2020 DBP, if the Company’s share price rises over the vesting period, the 2020 CSOP
award can be exercised with the value of shares delivered on the vesting of the 2020 DBP award being reduced by the exercise
gain on the 2020 CSOP award. Awards under the 2020 DBP and the 2020 CSOP may be seled by the isttled by the issue of new shares of by
way of transfer of shares from the ESOP. Historic practice has been to sele via the trctice has been to settle via the transfer of shares from the ESOP and it is the
current intention to continue to operate in this manner.
The number of awards granted under the Deferred Bonus Plan each year is related to the profits generated in the previous year.
The cost of the award is therefore expensed from the beginning of that profit period until the vesting date which is usually three
years aer the dats after the date of award and is subject to continued employment. Awards made to new joiners are expensed over the period
from date of joining to date of vesting. Their fair value is estimated based on the share price at the time of grant less the expected
dividend to be paid during the vesting period. The number of awards which are expected to vest is estimated by management
based on levels of expected forfeitures.
Restricted Share Plan (“RSP”)
During the year ended 28 February 2015, the Company established a Restricted Share Plan (“RSP”). This scheme was set up to
grant awards to certain key sta to try to ry staff to try to retain them following the merger between Braemar and ACM Shipping Group Plc, but it
can also be used where the Remuneration Commiee considers it necessary tation Committee considers it necessary to secure the recruitment of a particular individual.
executive directors of the Company are not eligible to participate in the RSP. RSP awards are made in the form of a nil cost option
and there are no performance criteria other than continued employment. Their fair value is estimated based on the share price at
the time of grant less the expected dividend to be paid during the vesting period. The number of awards which are expected to
vest is estimated by management based on levels of expected forfeitures.
Long Term Incentive Plan (“LTIP”)
The Company also operates an LTIP, which was approved by shareholders and adopted in 2014. LTIP awards under this plan take
the form of a conditional right to receive shares at nil cost. The awards normally vest over three years and are typically subject to a
performance condition such as earnings per share (“EPS”) or Total Shareholder Return (“TSR”), a market-based condition.
The fair value of awards with the EPS condition are non-market conditions and their fair value is estimated based on the share
price at the time of grant less the expected dividend to be paid during the vesting period. The fair value of awards containing
market conditions is determined using Monte Carlo simulation models. The number of awards which are expected to vest is
estimated by management based on levels of expected forfeitures and the expected outcome of the EPS condition. For awards
subject to market conditions, no adjustment is made to reflect the likelihood of the market condition being met nor the actual
number of awards which lapse as a result of the condition not being met.
r) Commissions payable
Commissions payable to co-brokers are recognised in trade payables due within one year on the earlier of the date of invoicing or
the date of receipt of cash.
s) Long-term employee benefits
The Group has the following long-term employee benefits:
i) Defined contribution schemes
The Group operates a number of defined contribution schemes. Pension costs charged against profits in respect of these
schemes represent the amount of the contributions payable to the schemes in respect of the accounting period. The assets of the
schemes are held separately from those of the Group within independently administered funds. The Group has no further payment
obligations once the contributions have been paid.
Braemar Plc Annual Report and Accounts 2023
116
3 Accounting policies continued
s) Long-term employee benefits continued
ii) Defined benefit schemes
The Group operates a defined benefit scheme, the ACM Sta PCM Staff Pension Scheme, with assets held separately from the Group. The cost
of providing benefits under the scheme is determined using the projected unit credit actuarial valuation method which measures
the liability based on service completed and allowing for projected future salary increases and discounted at an appropriate rate.
The current service cost, which is the increase in the present value of the retirement benefit obligation resulting from employee
service in the current year, and gains and losses on selements an, and gains and losses on settlements and curtailments, are included within operating profit in the Income
Statement. The unwinding of the discount rate on the scheme liabilities which is shown as a net finance cost and past service
costs are presented and recognised immediately in the Income Statement.
The pension asset or liability recognised on the Balance Sheet in respect of this scheme represents the diersents the difference between the
present value of the Group’s obligations under the scheme and the fair value of the scheme’s assets. Actuarial gains or losses
and return on plan assets net of tax, excluding interest, are recognised in the period in which they arise within the Statement of
Comprehensive Income.
When the defined benefit plan is in a surplus, the asset is recognised at the lower of the surplus and the asset ceiling, less any
associated costs, such as taxes payable.
iii) Other long-term benefits
The current service cost of other long-term benefits resulting from employee services in the current year is included within the
Income Statement. The unwinding of any discounting on the liabilities is shown in net finance costs.
t) Borrowings and loan notes
Arrangement costs for loan facilities are capitalised and amortised over the life of the debt at a constant rate.
Finance costs are charged to the Income Statement, based on the eectivffective interest rate of the associated external borrowings
and debt instruments.
The convertible loan notes are considered to be a financial liability host with an embedded derivative convertible feature which is
required to be separated from the host. The Group has an accounting choice to record the instrument in its entirety at fair value
through profit and loss but has not chosen to apply this treatment. Instead, the financial liability host is recognised as a euro
liability initially recognised at fair value and prospectively accounted for applying the ee effective interest rate method. The derivative
conversion feature is recognised at fair value through profit and loss. Where there are conversion options that can be exercised
within one year the liability is recognised as current.
Modification of terms of financial liability
When the terms of an existing financial liability are modified, management will consider both quantitative and qualitative factors
to assess whether the modification is substantial. In the case that the modification of the terms of existing financial liability
is considered to be substantial, the modification shall be accounted for as an extinguishment of that financial liability and
the recognition of a new financial liability. If the modification is not considered substantial, then the existing financial liability is
remeasured in accordance with its original classification and any gain or loss is recognised immediately in the Income Statement.
u) Specific items
Specific items are significant items considered material in size or nature, including acquisition and disposal-related gains and
losses. These are disclosed separately to enable a full understanding of the Group’s ongoing financial performance.
v) Non-current assets held for sale and discontinued operations
A non-current asset or a group of assets, such as a disposal group, is classified as held for sale if its carrying amount will be
recovered principally through sale rather than through continuing use, it is available for immediate sale and sale is highly probable
within one year.
On initial classification as held for sale, non-current assets and disposal groups are measured at the lower of previous carrying
amount and fair value less costs to sell with any adjustments taken to profit or loss.
A discontinued operation is a component of the Group’s business that represents a separate line of business or geographical
area of operations that has been disposed of or is held for sale, or is a subsidiary acquired exclusively with a view to resale.
Classification as a discontinued operation occurs upon disposal or when the operation meets the criteria to be classified as held
for sale, if earlier. When an operation is classified as a discontinued operation, the comparative Income Statement is restated as if
the operation has been discontinued from the start of the comparative period.
w) Contingent assets
Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
117
Strategic Report Governance Financial Statements
4 Segmental information and revenue
a) Business segments
Following the simplification of the Group’s activities and the way in which information is now presented to the Group’s Chief Operating
Decision Maker, the Group’s operating segments are Chartering, Investment Advisory and Risk Advisory. Previously the Group’s
operating segments were based on a Divisional structure of Shipbroking, Financial, Logistics and Engineering Divisions. The Logistics
and Engineering Divisions were sold in the prior year and are presented as discontinued operations in the comparative period.
The Chief Operating Decision Maker is considered to be the Group’s board of directors. Each of Chartering, Investment Advisory
and Risk Advisory are managed separately, and the nature of the services oe of the services offered to clients is distinct between the segments.
TheChartering segment includes thThe Chartering segment includes the Group’s shipbroking business, Risk Advisory includes the Group’s regulated securities
business and Investment Advisory focuses on transactional services.
The segmental analysis is consistent with the way the Group manages itself and with the format of the Group’s internal financial
reporting. The board considers the business from both service line and geographic perspectives. A description of each of the lines
of service is provided in the Operating and Financial Review. The Group’s main geographic markets comprise the UK, Singapore,
the US, Australia, Germany and the Rest of the World. The Group’s geographical markets are determined by the location of the
Group’s assets and operations.
Central costs relate to board costs and other costs associated with the Group’s listing on the London Stock Exchange.
Allsegments meet thAll segments meet the quantitative thresholds required by IFRS 8 as reportable segments.
Underlying operating profit is defined as operating profit for continuing activities before restructuring costs, gain on disposal
ofinvof investment and acquisition and disposal-related items.
The segmental information provided to the board for reportable segments for the year ended 28 February 2023 is as follows:
Revenue Operating profit
2023
£’000
2022
£’000
2023
£’000
2022
£’000
Chartering 99,164 63,024 15,577 6,246
Investment Advisory 36,760 26,297 7,740 6,359
Risk Advisory 16,987 11,989 2,971 1,615
Trading segments revenue/results 152,911 101,310 26,288 14,220
Central costs (6,213) (4,160)
Underlying operating profit 20,075 10,060
Specific items included in operating profit (8,406) (514)
Operating profit 11,669 9,546
Share of associate’s loss for the year (23) (19)
Net finance expense (2,195) (984)
Profit before taxation 9,451 8,543
Prior year figures have been restated in line with the current segment definitions.
Geographical segment – by origin
The Group manages its business segments on a global basis. The operation’s main geographical area and also the home country
of the Company is the United Kingdom.
Braemar Plc Annual Report and Accounts 2023
118
4 Segmental information and revenue continued
a) Business segments continued
Geographical information determined by location of customers is set out below:
Revenue
2023
£’000
2022
£’000
United Kingdom 80,353 54,524
Singapore 26,674 19,423
Australia 16,599 12,565
Switzerland 11,112 5,435
United States 6,255 972
Germany 2,951 2,488
Rest of the World 8,967 5,903
Continuing operations 152,911 101,310
Discontinued operations 45,215
Total 152,911 146,525
b) Revenue analysis
The Group disaggregates revenue in line with the segmental information presented above and also by desk. Revenue analysed by
desk is provided below.
2023
£’000
2022
£’000
Tankers 41,602 17,837
Specialised Tankers 16,240 11,622
Dry Cargo 35,821 29,789
OshorOffshore 5,501 3,776
Chartering 99,164 63,024
Sales and purchase 32,060 19,646
Corporate finance 4,700 6,651
Investment Advisory 36,760 26,297
Securities 16,987 11,989
Risk Advisory 16,987 11,989
Total continuing operations 152,911 101,310
All revenue arises from the rendering of services. There is no single customer that contributes greater than 10% of the Group’s revenue.
Remaining performance obligations
The Group enters into some contracts, primarily in Chartering, which are for a duration longer than 12 months and where the Group
has outstanding performance obligations on which revenue has not yet been recognised. The amount of revenue that will be
recognised in future periods on these contracts when those remaining performance obligations will be satisfied is set out below:
Forward order book
2023
Within 12
months
£’000
1–2
years
£’000
More than
2 years
£’000
Total
£’000
Chartering 19,209 3,040 9,860 32,109
Sale and purchase 3,332 4,988 6,168 14,488
Total 22,541 8,028 16,028 46,597
2022
Within 12
months
£’000
1–2
years
£’000
More than
2 years
£’000
Total
£’000
Chartering 15,724 3,211 9,057 27,992
Sale and purchase 6,584 1,832 924 9,340
Total 22,308 5,043 9,981 37,3 3 2
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
119
Strategic Report Governance Financial Statements
5 Operating profit from continuing operations
Operating profit represents the results from operations before finance income and costs, share of profit/(loss) in associate, taxation
and discontinued operations.
This is stated aThis is stated after charging/(crediting):
Note
2023
£’000
2022
£’000
Sta costsStaff costs 6 110,116 75,814
Depreciation of property, plant and equipment 17 2,823 2,834
Amortisation of intangibles 16 192 262
Bad debt charge 22 238 747
Auditors remuneration 7 1,354 960
Other professional costs 3,410 2,782
Oce costsOffice costs 1,595 1,600
IT and communication costs 3,264 2,507
Insurance 1,069 875
Net foreign exchange gains (1,465) (432)
Specific items included in operating profit (see Note 10) 8,406 (514)
Sta costs fStaff costs for the prior year are stated aer nee stated after neing o grants ttting off grants totalling £0.1 million against sta costs for continuing oper1 million against staff costs for continuing operations
detailed in Note 6; no grants were received in the current year. The grants were received from both the Singaporean Government
and the Australian Government as a result of the impact of COVID. All criteria for the retention of both grants have been satisfied
and therefore the full amount has been recognised in the Income Statement.
6 Sta ctaff costs
a) Sta costff costs for the Group during the year (including directors)
Note
2023
£’000
2022
£’000
Salaries, wages and short-term employee benefits 100,039 68,043
Other pension costs 29 1,811 1,613
Social security costs 3,796 3,347
Share-based payments 30 4,520 2,951
Continuing operations 110,116 75,954
Discontinued operations 8,344
Total 110,116 84,298
The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’
Remuneration Report on pages 66 to 85.
b) Average number of employees
2023
number
2022
number
Chartering 253 243
Risk Advisory 32 18
Investment Advisory 63 57
Central 36 44
Continuing operations 384 362
Discontinued operations 190
Total 384 552
The directors’ remuneration is borne by Braemar Plc.
Braemar Plc Annual Report and Accounts 2023
120
6 Sta costs continued
c) 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 66 to 85.
2023
£’000
2022
£’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.
7 Auditor’s remuneration
A more detailed analysis of the auditor’s services is given below:
2023
£’000
2022
£’000
Audit services:
– Fees payable to the Company’s auditor for the audit of the Company’s Financial Statements 740 540
Fees payable to the Group’s auditor and its associates for other services:
– The audit of the Group’s subsidiaries pursuant to legislation 457 334
– Other service – interim review 157 86
1,354 960
All fees paid to the auditor were charged to operating profit in both years.
8 Finance income and costs
Note
2023
£’000
2022
£’000
Finance income:
– Gain on modification of deferred consideration 10 172
– Interest on bank deposits 84 9
– Interest on lease receivables 35 72
– Interest on of Cory earnout deferred consideration receivable 83
Total finance income 202 253
Finance costs:
– Interest payable on revolving credit and overdra fdraft facilities (1,151) (930)
– Interest payable on defined benefit liability (54) (73)
– Foreign exchange loss on derivative instruments not eligible for hedge accounting (292)
– Foreign exchange loss on non-GBP denominated credit facilities (49)
– Foreign exchange and derivative (loss)/gain on Naves liability (250) 225
– Interest payable on convertible loan notes (426) (130)
Subtotal finance costs before interest on lease liabilities (2,222) (908)
– Interest on lease liabilities (175) (329)
Total finance costs (2,397) (1,237)
Finance costs – net (continuing operations only) (2,195) (984)
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
121
Strategic Report Governance Financial Statements
9 Taxation
a) Analysis of charge in year
2023
£’000
2022
£’000
Current tax
UK corporation tax charged to the Income Statement 1,194
UK adjustment in respect of previous years 335
Overseas tax on profits in the year 4,559 3,432
Overseas adjustment in respect of previous years 394 (517)
Total current tax 6,147 3,250
Deferred tax
UK current year origination and reversal of temporary dierary differences (190) 377
Due to change in rate of tax (473)
UK adjustment in respect of previous years (242) (41)
Overseas current year origination and reversal of temporary dieremporary differences (712) (95)
Overseas adjustment in respect of previous years (148) (313)
Total deferred tax (1,292) (545)
Taxation 4,855 2,705
Taxation on continuing operations 4,855 1,839
Taxation on discontinued operations 866
Taxation 4,855 2,705
Reconciliation between expected and actual tax charge
2023
£’000
2022
£’000
Profit before tax from continuing operations 9,451 8,543
Profit before tax at standard rate of UK corporation tax of 19% (2022: 19%) 1,796 1,623
Utilisation of deferred tax asset at lower eectiver effective tax rate 22 69
Net expenses not deductible for tax purposes 1,580 843
Utilisation of previously unrecognised losses (104) (478)
Tax on overseas branch 672 234
Tax calculated at domestic rates applicable to profits in overseas subsidiaries 758 392
Other diOther differences leading to a (decrease)/increase in tax (13) 4
Share scheme movements* 316 228
Unrecognised deferred tax on losses* (176) (135)
Prior year adjustments** 4 (941)
Total tax charge for the year 4,855 1,839
* In the prior year, a single net amount of £93,000 was disclosed in respect of share scheme movements and unrecognised deferred tax on losses. To provide
further information, the comparative information has been updated to split out the £228,000 in relation to share scheme movements and £(135,000) in relation
to unrecognised deferred tax on losses.
** Included within prior year adjustments in 2022 is the release of overprovided corporation tax creditor of £0.8 million in respect of Singapore following a tax rate
change from 17.0% to 10.5%.
Included within the total tax charge is £0.2 million (2022: £0.5 million) in respect of specific items disclosed separately on the face
of the Income Statement. See Note 10.
A tax charge of £nil (2022: £0.3 million) is included in the results for discontinued operations as a result of the trading loss
contained therein (see Note 11). This tax charge arose mainly as a result of the trading profits of Cory Brothers.
Braemar Plc Annual Report and Accounts 2023
122
9 Taxation continued
a) Analysis of charge in year continued
The Group’s future tax charge will be sensitive to the geographic mix of profits earned; the tax rates in force and changes to the
tax rules in jurisdictions that the Group operates in. The UK Main rate is to increase to 25% from 1 April 2023. The impact of UK rate
changes on deferred tax were taken into account in the prior year.
Reconciliation between expected and actual tax charge
2023
£’000
2022
£’000
Profit before tax from discontinued operations 8,081
Profit before tax at standard rate of UK corporation tax of 19% (2022: 19%) 1,535
Due to change in rate of tax 6
Net gains not taxable for tax purposes (1,098)
Utilisation of losses (74)
Other diOther differences leading to increase in tax 3
Temporary diemporary differences 88
Other prior year adjustments 406
Total tax charge for the year 866
b) Amounts recognised in OCI
2023
£’000
2022
£’000
Items that will not be reclassified to profit or loss
Actuarial gain in respect of defined benefit pension scheme 2,775 1,391
Deferred tax charge on defined benefit pension scheme (414) (348)
Movement in opening balance due to change in rate of tax 275
Sub-total (414) (73)
Total 2,361 1,318
Items that will be reclassified to profit or loss
Cash flow hedge 388 (2,482)
Deferred tax charge on cash flow hedge (97) 620
Movement in opening balance of tax due to change in rate of tax (106)
Sub-total (97) 514
Total 291 (1,968)
Total tax recognised in OCI (511) 441
Total amounts recognised in OCI 2,652 (650)
Included within the UK current year origination and reversal of temporary diemporary differences is a debit of £414,000 (2022: £348,000 credit)
in respect of deferred tax on the actuarial gain on the Group’s defined benefit pension scheme.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
123
Strategic Report Governance Financial Statements
c) Deferred tax asset
Deferred Tax Asset
Accelerated
capital
allowances
Trading
losses Bonuses
Other
provisions
Employee
benefits Total
At 1 March 2021 80 746 756 1,318 2,900
(Charge)/credit to Statement of Total
Comprehensive Income (128) (498) 713 (285) 569 371
Credit to equity 442 442
At 28 February 2022 (48) 248 713 913 1,887 3,713
(Charge)/credit to Income Statement 48 (248) 710 219 729
Charge to Other Comprehensive Income (511) (511)
Credit to equity 863 863
Balance at end of year 1,423 621 2,750 4,794
The movement in the net deferred tax asset
2023
£’000
2022
£’000
Balance at beginning of year 3,713 2,900
Movement to Income Statement:
Adjustments in respect of prior years 390 180
Movement in opening balance due to change in rate of tax 25%/19% 472
Arising on pension costs 99 (94)
Arising on bonuses 632
Arising on other 170 (187)
Total movement to Income Statement 1,291 371
Balance arising on business combinations (906)
Movement to other comprehensive income:
Movement in opening balance due to change in rate of tax 25%/19% 169
Related deferred tax asset (511) 273
Movement to equity 863
Total movement to equity and other comprehensive income 352 442
Balance at end of year 4,450 3,713
A deferred tax asset of £4.8 million (2022: £3.7 million) has been recognised as the directors believe that it is probable that there
will be sucient taxable prwill be sufficient taxable profits in the future to recover the asset in full.
d) Deferred tax liability
Analysis of the deferred tax liabilities
As at
28 Feb 2023
£’000
As at
28 Feb 2022
£’000
Temporary diemporary differences (344)
Balance at end of year (344)
The movement in the deferred tax liability
As at
28 Feb 2023
£’000
As at
28 Feb 2022
£’000
Balance at beginning of year (174)
Balance arising on business combinations (906)
Adjustment in respect of previous years 174
Current year origination and reversal of temporary dierary differences 562
Balance at end of year (344)
Braemar Plc Annual Report and Accounts 2023
124
9 Taxation continued
d) Deferred tax liability continued
No deferred tax has been provided in respect of temporary diespect of temporary differences associated with investments in subsidiaries and interests in
joint ventures where the Group is in a position to control the timing of the reversal of the temporary dierary differences and it is probable
that such dierthat such differences will not reverse in the foreseeable future. The aggregate amount of temporary dierary differences associated with
investments in subsidiaries, for which a deferred tax liability has not been recognised, is approximately £nil (2022: £0.1 million).
10 Specific items
The following is a summary of specific items incurred. Each item meets the definition of specific items detailed in Note 3 (u) and
has an impact on the reported results for the year that is considered material either by size or nature and is not expected to be
incurred on an ongoing basis and, as such, will not form part of the underlying profit in future years.
2023
£’000
2022
£’000
Other operating income:
– Gain on purchase of Southport 3,643
– Gain on revaluation of Cory contingent consideration receivable 203
3,846
Operating costs:
– Commission obligation (257)
– Impairment of financial assets (848)
– Impairment of goodwill (9,050)
– Other operating costs (98) (392)
(10,253) (392)
Acquisition-related items:
– Consideration for Southport treated as an employment expense (1,325)
– Madrid transaction costs (264)
– Acquisition of Naves Corporate Finance GmbH (60) (122)
– Amortisation of acquired intangible assets (350)
(1,999) (122)
Discontinued operations:
– Wavespec (1,787)
– Cory Brothers 4,134
– AqualisBraemar 3,375
5,722
Other items:
– Finance income - credit on modification of deferred consideration 172
– Finance income - Cory Brothers earnout deferred consideration receivable 83
– Finance expense - foreign exchange and derivative loss on Naves liability (266)
Total (8,589) 5,380
Other operating income
A gain on purchase in relation to the acquisition of Southport was recognised during the year, with further details provided in Note 14.
The Group does not consider this gain to reflect the performance of the business in the year, and so is treated as a specific item.
Revaluation of the contingent receivable due in respect of the Cory Brothers disposal resulted in a gain of £0.2 million (see Note 23).
The tax charge on specific items included within other operating income was £nil (2022: £nil).
Operating costs
As set out in Note 28 Provisions, the Group has recognised a provision in relation to an uncertain commission obligation. During the
period, and amount of £0.3 million was recognised to increase the provision. Due to the nature of the provision being an historical
transaction and not related to current trading, the Group has treated the cost in the year as a specific item.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
125
Strategic Report Governance Financial Statements
During the year, an impairment charge of £0.8 million was recognised in relation to a disputed sta loan with an exed staff loan with an ex-employee
of our Indian operations. Since no significant progress had been made with the ongoing legal case it is now the opinion of the
directors that recovery of this debt is unlikely. Due to the size of the impairment and the fact that the original debt arose several
years previously and is not related to trading, this impairment charge is not deemed to relates to the performance of the business
in the year and as such is treated as a specific item.
In addition, the final transaction costs of £0.1 million related to disposals in the prior year were received. In the prior year, a loss of
£0.4 million was recognised in other operating costs arising from the impairment to a right-of-use asset in respect of a London
oce which was voffice which was vacated by AqualisBraemar LOC ASA (see Note 17 for more details).
During the year an impairment of goodwill of £9.1 million was recognised in relation to the goodwill allocated to the Corporate
Finance business. Further details are provided in Note 15. The Group does not believe that this impairment reflects the performance
of the business during the year, and as such, is treated as a specific item.
The tax income on specific items included within operating costs was £0.1 million (£0.1 million charge).
Acquisition-related items
As set out in Note 14, as a result of the acquisition of Southport, due to the requirement for ongoing employee service, the upfront
cash payment of £6.0 million and working capital adjustment of £0.6 million are treated as a post-combination remuneration expense
in addition to the IFRS 2 charge related to share awards made to the sellers and existing employees of Southport. The total expense
related to amounts linked to ongoing employee service in connection with the acquisition of Southport was £1.3 million in the year.
Theperiod of rThe period of required employee service is three years from the acquisition date. As a result, this specific item will exist in future
periods. In addition, as explained further in Note 14, the Group recognised a gain on acquisition of Southport. Consistent with the
Group’s policy on specific items, this cost does not reflect the performance of the business and so is treated as a specific item.
As a result of the recruitment of a team of brokers based in Madrid, service agreements were entered into with employees.
The recruitment of the broker team in Madrid included the following key elements:
The Group assumed a liability of £0.3 million for a post-contractual payment to the employees, which was fully vested on
signing the contracts.
An upfront cash payment of £1.3 million with a further payment of £1.3 million due in December 2023.
Share awards to a total value of £0.8 million which vest evenly in one, two and three years from December 2022.
The upfront payments and share awards have a clawback mechanism which is linked to the continued employment of the
brokers over a three-year period from December 2022. The costs associated with the upfront payments and share awards are
not considered by the Group to be specific items. But the cost related to the post-contractual payment obligation is treated as a
specific item because it is akin to a transaction cost with no requirement to provide service.
Costs of £0.4 million (2022: £0.1 million) are directly linked to the acquisition of Naves Corporate Finance GmbH. In the current
year £0.3 million relates to foreign currency translation losses on the euro liabilities linked to the acquisition of Naves Corporate
Finance GmbH and £0.1 million in relation to an IAS 19 service cost. The prior year expenditure included £0.1 million related to foreign
exchange translation of euro liabilities linked to the acquisition of Naves Corporate Finance GmbH.
An amount of £0.4 million relates to the amortisation of acquired intangible assets, primarily in relation to intangible assets
recognised as a result of the acquisition of Southport.
The tax charge on acquisition-related items was £0.1 million (2022: £nil).
Discontinued operations
In the prior year, the Group recognised a net gain of £5.7 million on the disposal of discontinued operations. Gains arose on the
disposal of Cory Brothers, AqualisBraemar and Wavespec of £4.1 million, £3.4 million and £0.6 million respectively, which were oset e offset
by an impairment charge of £2.4 million on the consideration due in respect of Wavespec. See Note 11.
Other specific items
The unwinding of the discounting of the deferred receivable due in respect of the Cory Brothers disposal contributed interest
income of £0.1 million (see Note 23). This income is not related to the trading of the business in the period but is related to the
disposal of the logistics business in the prior year. As a result, it is treated as specific item.
The foreign exchange loss and fair value loss on the Naves-related liabilities and derivative of £0.3 million is included as a specific
item as it relates to the acquisition of Naves and is not related to trading. In the prior year, on 3 June 2021 the Group completed a
restructuring of the deferred consideration amounts in relation to the acquisition of Naves. This resulted in a gain on modification
of£0of £0.2 million, which is classified as specific finance income (see Note 27). The Naves-related gains and losses do not relate to the
trading performance of the businesses during the year, and as a result are classified as specific items. The tax charge on specific
items included within other items was £0.2 million (2022: £nil).
Braemar Plc Annual Report and Accounts 2023
126
11 Discontinued operations
During the year ended 28 February 2022, the Group has sold its Engineering Division, Wavespec, its Logistics Division, Cory
Brothers, and its entire shareholding in AqualisBraemar.
a) Post-tax profit/loss related to discontinued operations
2023 2022
Underlying
£’000
Specific
£’000
Total
£’000
Underlying
£’000
Specific
£’000
Total
£’000
Wavespec (146) (1,787) (1,933)
Cory Brothers 1,563 4,134 5,697
AqualisBraemar 76 3,375 3,451
Profit 1,493 5,722 7,2 15
Wavespec
On 31 March 2021, the Group completed the sale of Wavespec, which was classified as held for sale at 28 February 2021. Again ebruary 2021. A gain
of £0.6 million was recognised on disposal. The sale was for maximum consideration of £2.6 million which was expected to
be satisfied by the issuance of a promissory note with a maturity date of 31 March 2026. The disposal agreement contained
an obligation for the buyer to secure the note by providing a standby leer of crtter of credit issued by an international bank with an
acceptable credit rating. Should they fail to deliver such a leail to deliver such a letter of credit, the Group could elect to receive a sum of cash of
£0.5million fr.5 million from the buyer with the balance of the note of £2.1 million remaining unsecured. The fair value of the consideration
was £2.4 million. At 28 February 2022, the buyer had not delivered a secured leer of crtter of credit nor had the cash sum of £0.5 million
been received. The leer of cre letter of credit and cash dues continue to be outstanding at 28 February 2023. Management believe that the
consideration (fair value of £2.4 million) is unlikely to be received and the amount was provided for in full (charge of £2.4 million) in
the year ended 28 February 2022.
Year ended
28 Feb 2022
£’000
Underlying:
Revenue 15
Costs (161)
Trading loss before tax (146)
Taxation
Underlying loss for the year from Wavespec (146)
Specific items:
Impairment to fair value and other disposal costs (7)
Gain on disposal 594
Credit impairment charge (2,374)
Loss from specific items (1,787)
Loss for the year from Wavespec (1,933)
No taxation arises in relation to this discontinued operation as Wavespec was loss making.
A reconciliation of the derecognition of the Wavespec assets held for sale to gain on disposal is as follows:
£’000
Intangibles 90
Property plant and equipment 1
Cash 53
Trade and other receivables 292
Trade and other payables (271)
Net assets held for sale disposed of 165
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
127
Strategic Report Governance Financial Statements
a) Post-tax profit/loss related to discontinued operations continued
£’000
Disposal proceeds 2,374
Net assets disposed of (165)
Loan waiver (1,006)
Disposal related costs (609)
Gain on disposal of Wavespec 594
Intercompany loans totalling £1.0 million were owed to the Group from Wavespec were waived on disposal.
There were no cash proceeds from disposal in the period.
Cory Brothers
On 28 February 2022 the Company sold Cory Brothers to Vertom Agencies BV for a maximum consideration of £15.5 million.
Initial cash proceeds were £6.5 million, in addition, three further cash payments are due based on a percentage of the gross
profit of the combined VertomCory business. Each of the three earnout payments is subject to a minimum and a maximum. The
minimum aggregate earnout payment is £3.75 million and the maximum aggregate earnout payment is £9.0 million. The initial
estimate of the fair value of the deferred and contingent consideration was £4.8 million, presented within receivables (more detail
on the calculation of the deferred consideration is included in Note 23).
The profit on disposal including foreign exchange recycling totalled £4.2 million for the year ended 28 February 2022.
Year ended
28 Feb 2022
£’000
Underlying:
Revenue 45,215
Costs (42,759)
Trading profit before tax 2,456
Finance income 9
Finance expense (36)
Profit before taxation 2,429
Taxation (866)
Underlying profit from Cory Brothers 1,563
Specific items:
Gain on disposal 4,134
Total profit from Cory Brothers 5,697
A reconciliation of the derecognition of the Cory Brothers assets held for sale to gain on disposal is as follows:
£’000
Goodwill 3,645
Intangibles 1,190
Property, plant and equipment 1,220
Investments 119
Cash 12,353
Trade and other receivables 15,110
Trade and other payables (27,0 42)
Net assets held for sale disposed of 6,595
Braemar Plc Annual Report and Accounts 2023
128
11 Discontinued operations continued
Cory Brothers continued
£’000
Disposal proceeds – completion payment 6,500
Disposal proceeds – earn-out payments (deferred) 4,758
Net assets disposed of (6,595)
Disposal-related costs (492)
FX recycling (37)
Gain on disposal of Cory Brothers for the year ended 28 February 2022 4,134
Note 23 describes the valuation of the deferred receivable arising from the earn-out payments.
A sensitivity analysis of the contingent consideration to changes in the gross profits and discount rate is provided in Note 23.
AqualisBraemar
The Group recognised its minority shareholding in AqualisBraemar as an investment in associate until its disposal on 19 May 2021.
In the prior year, the Group’s share of profit of associate and the profit on disposal including foreign exchange recycling totalled
£3.5 million (see Note 20).
Year ended
28 Feb 2022
£’000
Underlying:
Share of associate profit for the period – trading 76
Specific items:
Profit on disposal 3,375
Profit from specific items 3,375
Total profit for the period from AqualisBraemar 3,451
b) Earnings per share in respect of discontinued operations
The basic and diluted earnings per share in respect of discontinued operations were as follows:
Year ended
28 Feb 2022
Basic earnings per share 23.62p
Diluted earnings per share 19.24p
c) Cash flows in respect of discontinued operations
During the year there were net cash inflows of £6.5 million relating to investing activities concerning discontinued operations,
being the cash proceeds on completion of the Cory Brothers disposal. In the prior year, the cash flows relating to discontinued
operations were net operating cash inflows of £7.3 million, net cash outflows relating to investing activities of £4.7 million, which
includes the £7.2 million proceeds from the sale of AqualisBraemar shares less the combined cash of £12.4 million held within
Wavespec and Cory Brothers at the time of their disposal.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
129
Strategic Report Governance Financial Statements
12 Dividends
Amounts recognised as distributions to equity holders in the year:
2023
£’000
2022
£’000
Ordinary shares of 10 pence each
Final dividend of 7.0 pence per share for the year ended 28 February 2022 (2022: 5.0 pence per share) 2,018 1,499
Interim dividend of 4.0 pence per share (2022: 2.0 pence per share) 1,172 610
3,190 2,109
The dividends paid by the Group during the year ended 28 February 2023 totalled £3.2 million (11.0 pence per share) which
comprised a final dividend in respect of the year ended 28 February 2022 of £2.0 million (7.0 pence per share) paid on 14 October
2022 and an interim dividend for the year ended 28 February 2023 of £1.2 million (4.0 pence per share) paid on 4 January 2023.
The right to receive dividends on the shares held in the ESOP has been waived (see Note 31). The dividend saving through the
waiver is £0.4 million (2022: £0.1 million).
During the year ended 28 February 2022, the Group paid dividends totalling £2.1 million (7.0 pence per share), being a final dividend
in respect of the year ended 28 February 2022 of £1.5 million (5.0 pence per share) paid on 21 September 2021 and an interim
dividend for the year ended 28 February 2022 of £0.6 million (2.0 pence per share) paid on 16 December 2021.
In December 2022 the Company commenced a project to research various options for increasing the distributable reserves
available to the Company in order to support the stated progressive dividend policy. Aer the paym. After the payment of an interim dividend in
January 2023, the outcome of the research identified an accounting practice of the Company used since IFRS 2 was introduced in
2005, which carried realised gains which could only be used in very limited circumstances with the consequence that a significant
balance within retained earnings (that was not previously identified as created by unrealised gains) was incorrectly used by the
Company in the calculation of distributable reserves.
Dividends paid between 2016 and 2023 were therefore paid by the Company without having sucient distributable rving sufficient distributable reserves
from which to lawfully pay them. Having identified these issues, to rectify the gap in retained earnings and the unlawful payment
of dividends, aof dividends, after the Balance Sheet date, the Company reduced its share premium account and capital redemption reserve
and capitalised and reduced £19.8 million of the merger reserve (“Capital Reduction”) and entered into releases from liability for
the benefit of shareholders and directors (to ensure that no person was disadvantaged as a consequence of the payment of
unlawfuldividends).unlawful dividends).
On 15 February 2023 the Company entered into deeds of release in favour of shareholders receiving the unlawful dividends and
the directors of the Company at the time the unlawful dividends were paid. These releases were conditional on various conditions,
including shareholder approval for the Capital Reduction, the Capital Reduction becoming eectivffective, and the terms of the deeds of
release for shareholders and directors. At a General Meeting of the Company on 14 April 2023, shareholders approved the Capital
Reduction and the deeds of release for shareholders and directors which allowed the Company to proceed with the process for
the Capital Reduction by seeking approval from the High Court of Justice. On 9 May 2023 the High Court approved and confirmed
the Capital Reduction and on 5 June 2023 the Capital Reduction became eectiveduction became effective providing the Company with £73.9 million of
distributable reserves at that time.
For the year ended 28 February 2023, a final ordinary dividend of 8.0 pence per share has been proposed totalling £2.6 million.
Braemar Plc Annual Report and Accounts 2023
130
13 Earnings per share
Basic earnings per share is calculated by dividing the earnings aributable to ory dividing the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year, excluding ordinary shares held by the Employee Share Ownership Plan
andorand ordinary shares held by the ACM Employee Benefit Trust which are not treated as outstanding.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all
dilutive potential ordinary shares. The Group has dilutive ordinary shares, being those options granted to employees where the
expected consideration is less than the average market price of the Company’s ordinary shares during the period that they are
outstanding, and convertible loan notes issued in respect of the acquisition of Naves.
Total operations
2023
£’000
2022
£’000
Profit for the year aributable to sharear attributable to shareholders 4,596 13,919
pence pence
Basic earnings per share 15.85 45.56
EEffect of dilutive share options (2.60) (8.43)
Diluted earnings per share 13.25 37.1 3
Underlying operations
2023
£’000
2022
£’000
Underlying profit for the year aributable to sharear attributable to shareholders 13,399 8,539
pence pence
Basic earnings per share 46.22 27.9 5
EEffect of dilutive share options (7.70) (5.17)
Diluted earnings per share 38.52 22.78
A reconciliation by class of instrument in relation to potential dilutive ordinary shares and their impact on earnings is set out below:
2023 2022
Weighted
average
number of
shares
Underlying
earnings
£’000
Statutory
earnings
£’000
Weighted
average
number of
shares
Underlying
earnings
£’000
Statutory
earnings
£’000
Used in basic earnings per
share 28,990,885 13,399 4,596 30,552,532 8,539 13,919
RSP, DBP and LTIP 5,428,815 6,790,255
Options (SAYE) 216,764 1 47,998
Convertible loan notes 201,118 20 20
Used in diluted earnings per
share 34,837,582 13,419 4,616 37,490,785 8,539 13,919
14 Business combinations – acquisition of Southport Maritime Inc.
On 16 December 2022, Braemar Plc acquired 100% of the issued capital of Southport Maritime Inc (“Southport”). Southport is a
tanker broker based in North America, and their addition is a key part of the Group’s strategic global growth plan.
Southport strongly complements our existing Tanker desks in London, Singapore, Houston, and Geneva, and provides the ideal
platform for the Group to penetrate new markets and add further scale and reach to our global shipbroking activities.
Consideration for the acquisition was made up of:
i) £6.0 million ($7.3 million) cash paid on completion;
ii) £0.6 million ($0.7 million) estimated working capital adjustment; and
iii) £2.5 million ($3.0 million) relating to 1,016,121 shares in Braemar Plc.
The cash amount of £6.0 million is subject to a clawback linked to continued service under the terms of the Sale and Purchase
agreement with one third of the amount vesting to the sellers each year following completion. The working capital adjustment is
also subject to an employment service condition up to the date that it is agreed. The cash payments are treated as prepayments
for service with the cost recognised over the vesting period.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
131
Strategic Report Governance Financial Statements
The Braemar Plc shares are subject to an employment condition and will be issued on the third anniversary of completion, provided
the sellers are employees of the Group (or the seller is a Good Leaver). The share consideration which is linked to employment is
accounted for as a share-based payment under IFRS 2 with the accounting charge recognised on a straight-line basis over the
three years from acquisition date to the vesting date. In addition to the grant of share awards to the sellers, other awards were
granted to key employees and are accounted for in the same way as the awards made to the sellers.
The acquisition date balance sheet of Southport, is summarised below:
£’000
Intangible assets 3,545
Property, plant and equipment 166
Trade and other receivables 2,125
Cash 349
Lease liabilities (86)
Trade and other payables (1,347)
Corporation tax (203)
Deferred tax liability (906)
Net asset acquired 3,643
Fair value of consideration
Gain on acquisition 3,643
The gross contractual value and fair value of acquired receivables was £2.1 million. As at the acquisition date, the full amount
of receivables was expected to be collected. Intangible assets include Customer-related (relationships and order backlog) of
£3.0million, along with an intangible asset in r0 million, along with an intangible asset in relation to the Southport trade name of £0.5 million.
The accounting gain on acquisition of £3.6 million arises due to the requirements of IFRS 3 which result in all consideration with an
employment service condition being treated as a post-combination remuneration expense, rather than the economic reality that
they also represent the commercial consideration for the acquired business. Because there is no consideration under IFRS 3, the
cash in the acquired business is reflected as a cash inflow for the Group in the Cash Flow Statement.
The revenue and loss of Southport included in the Group’s annual results are £3.7 million and (£0.2 million) respectively. Had the
acquisition taken place at the beginning of the financial year, the Group’s revenue would have been £10.3 million higher than
reported, and its profit would have been lower by £2.0 million.
15 Goodwill
£’000
Cost
At 28 February 2021 91,614
Disposal of Cory Brothers (3,645)
Exchange adjustments (419)
At 28 February 2022 87,55 0
Exchange adjustments 566
At 28 February 2023 88,116
Accumulated impairment
At 28 February 2022 and 28 February 2021 7,6 59
Impairment charge recognised in the year 9,050
At 28 February 2023 16,709
Net book value at 28 February 2023 71,407
Net book value at 28 February 2022 79,891
Braemar Plc Annual Report and Accounts 2023
132
15 Goodwill continued
All goodwill is allocated to cash-generating units. The allocation of goodwill to groups of cash-generating units is as follows:
2023
£’000
2022
£’000
Chartering 68,696 68,696
Corporate Finance (part of Investment Advisory segment) 2,711 11,195
71,407 79,891
These groups of cash-generating units represent the lowest level within the Group at which goodwill is monitored for internal
management purposes.
Following the simplification of the Group’s activities and the way in which information is now presented to the Group’s Chief
Operating Decision Maker, the Group’s operating segments are Chartering, Investment Advisory and Risk Advisory. The Chief
Operating Decision Maker is considered to be the Group’s board of directors. These three segments are managed separately on
the basis of the nature of the services oe of the services offered to clients and diered to clients and differences in the regulatory environment applicable to each segment.
Previously the Group’s operating segments were based on a Divisional structure of Shipbroking and Financial. The goodwill
allocated to Shipbroking in 2022 is now allocated to Chartering on the basis that the goodwill arose and benefited the same CGUs
which were included in the Shipbroking segment and now included in the Chartering segment. Goodwill allocated to Corporate
Financial in 2022 continues to be allocated to Corporate Finance within the Investment Advisory segment in 2023.
The table below illustrates the change in segment structure.
2023 2022
Segment Chartering Shipbroking
Component Deep Sea Tankers Deep Sea Tankers
Specialised Tankers Specialised Tankers
OshorOffshore OshorOffshore
Dry Cargo Dry Cargo
Sale and Purchase
Securities
Segment Investment Advisory Financial
Component Corporate Finance Corporate Finance
Sale and Purchase
Segment Risk Advisory
Component Securities
All goodwill is denominated in the Group’s reporting currency, with the exception of the Corporate Finance Division which
is denominated in euros. Goodwill denominated in foreign currencies is revalued at the Balance Sheet date. The exchange
adjustment at 28 February 2023 was a gain of £566,000 (2022: loss of £419,000).
The Logistics Division, Cory Brothers, was disposed of on 28 February 2022, the goodwill previously held in respect of this cash-
generating unit was therefore disposed of. See Note 11.
The Group is required to test, on an annual basis, whether goodwill has suether goodwill has suffered any impairment. The recoverable amount is
determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows and the
determination of a discount rate in order to calculate the present value of the cash flows.
The key assumptions on which the value-in-use calculations are based relate to (i) business performance over the next five years,
(ii) long-term growth rates beyond 2027 and (iii) discount rates applied.
i) Business performance over the next five years – The estimated cash flows were based on the approved annual budget for
the next financial year and projections for the following four years which are based on management’s estimates of revenue
growth and cost inflation which reflect past experience and management’s expectation of future events given the specific risks
and economic and market conditions of each cash-generating unit. Cash flows have been used over a period of five years as
management believes this reflects a reasonable time horizon for management to monitor the trends in the business.
ii) Long-term growth rates – this is the average growth rate used to extrapolate cash flows beyond the budget period. The rate is
consistent with forecasts included in industry reports.
iii) Discount rates – The pre-tax discount rate was determined based on a weighted average cost of capital (“WACC”) and
adjusted for CGU-specific risk factors specific to the CGU group.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
133
Strategic Report Governance Financial Statements
The results of the impairment tests are as follows:
a) Chartering
The key assumptions and resulting net present values are as follows:
Chartering 2023 2022
Post-tax discount rate 13.04% 10.87%
Equivalent pre-tax discount rate 16.47% 13.19%
Average revenue growth rate 3.5% 5.0%
Operating profit margin years 2-5 15.0 – 15.4% 12.5 – 16.1%
Long-term growth rate 1.7% 1.7%
At 28 February 2023, the net present value of the Chartering segment is significantly higher than the carrying value of the goodwill
in respect of this cash-generating unit. At the Balance Sheet date, management concluded that there were no reasonably possible
changes in the key assumptions used in the impairment review that would reduce headroom to nil or result in an impairment.
b) Corporate Finance
Revenues for the Corporate Finance Division are challenging to forecast because of the highly variable nature of success fees.
Management forecasts over the period of two to five years consider recent performance and reflect management’s best estimate
of success fee taken into account of volatility of the success fee. Growth rates used in the value-in-use test reflect this variability
and were based on the best estimate of the Management.
Corporate Finance 2023 2022
Post-tax discount rate 14.82% 12.37%
Equivalent pre-tax discount rate 20.66% 15.01%
Average revenue growth rate 5.0% 8.0%
Operating profit margin years 2-5 11.6% – 14.4% 34.5% – 45.6%
Long-term growth rate 1.7% 1.7%
The goodwill included in the Corporate Finance Division arose from the acquisition of Naves Corporate Finance GmbH in 2017.
At28FAt 28 February 2023, the recoverable amount of the Corporate Finance Division is based on a value-in-use of £2,835,000, which
is lower than the carrying value of its assets. This is as a result of market conditions and trading below expectations in the year
to 28Fto 28 February 2023 and an increase in discount rate from 15.01% in 2022 to 20.66% in 2023 as well as a reduction in forecast
revenues compared to management view in the prior year. As a result, Management recognised an impairment of £9.1 million at
28F28 February 2023.
Sensitivity to impairment for Corporate Finance
To test the sensitivity of the results of the impairment review, the calculations have been re-performed, flexing the three
keyassumptions:y assumptions:
revenue growth rate;
post-tax discount rate; and
revenue outperforms or underperforms forecast.
Change in revenue growth
Change in post-tax
discount rate
Revenue outperforms or
underperforms forecast
+1% -1% +2% -2% +15% -15%
£’000 £’000 £’000 £’000 £’000 £’000
Corporate Finance 372 (363) (383) 523 1,702 (1,702)
The eThe effect on cash flows of climate change was considered but assessed to have no material impact at this time. Management
does not believe that climate-related risks nor the potential impact of climate change on the Group’s operations would materially
aect thaffect the recoverability of goodwill in either of the cash-generating units (see Note 2).
Braemar Plc Annual Report and Accounts 2023
134
16 Other intangible assets
Note
Computer
sowarsoftware
£’000
Other
intangible
assets
£’000
Total
£’000
Cost
At 28 February 2021 6,420 11,005 17,425
Additions 515 515
Disposal of Cory Brothers (1,344) (1,480) (2,824)
Exchange rate adjustments (5) (5)
At 28 February 2022 5,586 9,525 15,111
Additions 90 90
Business combination 14 3,545 3,545
Disposals (87) (87)
Exchange rate adjustments 5 33 38
At 28 February 2023 5,594 13,103 18,697
Amortisation
At 28 February 2021 4,775 10,521 15,296
Charge for the year 346 107 453
Reclassified as held for sale (275) (1,359) (1,634)
Exchange adjustments (1) (1)
At 28 February 2022 4,845 9,269 14,114
Charge for the year 192 349 541
Impairment 60 60
Exchange adjustments 1 1 2
At 28 February 2023 5,098 9,619 14,717
Net book value at 28 February 2023 496 3,484 3,980
Net book value at 28 February 2022 741 256 997
Other intangible assets brought forward from the prior year relate to forward books of income acquired in acquisitions which are
being amortised over the period that the income is being recognised; customer relationships which are amortised over a period
ofup to twof up to twelve years; and brand which is being amortised over a period of up to ten years.
The addition of £3.5 million relates to the acquisition of Southport, which gives rise to customer-related intangible assets of
£3.1million (including customer r1 million (including customer relationships of £2.8 million and order backlog of £0.3 million) and an asset of £0.4 million in
relationto the trelation to the tradename. The amortisation period for customer relationships is twelve years, order backlog is four months,
andtrand tradename is five years.
The customer relationships and order backlog have been valued using an excess earnings method. Under the excess earnings
method, a stream of revenue and expenses are identified as those associated with a particular group of assets. This group
of assets includes the subject intangible asset as well as other assets (contributory assets) that are necessary to support the
earnings associated with the subject intangible asset. By identifying and subtracting contributory assets, the residual earnings are
estimated to be aributable to tho be attributable to the subject intangible asset and are discounted to present value at an appropriate discount rate
(estimated at 19%). The tradename has been valued using a royalty savings method. The royalty savings method is a derivation
of the income approach ooach often used to value intangible property that may be licensed to third parties. Under this method, it is
assumed that a company, without a similar asset, would license the right to use this intangible asset and pay a royalty related to
turnover achieved. The value of the asset is established by calculating the present value of the royalty stream (estimated at 4%)
that the business is saving by owning the asset.
At 28 February 2023, the Group had no contractual commitments for the acquisition of computer sowor the acquisition of computer software or other intangible
assets (2022: £nil).
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
135
Strategic Report Governance Financial Statements
17 Property, plant and equipment
Note
Land and
buildings
£’000
Computers
£’000
Fixtures and
equipment
£’000
Total
£’000
Cost
At 28 February 2021 – as reported 14,308 859 2,384 17,5 51
Restatement
1
475 835 224 1,534
At 28 February 2021 – restated 14,783 1,694 2,608 19,085
Additions at cost 1,087 315 337 1,739
Disposals (244) (631) (875)
Disposal of Cory Brothers (1,294) (416) (478) (2,188)
Exchange diExchange differences 75 6 42 123
At 28 February 2022 14,407 1,599 1,878 17,884
Additions at cost 757 374 334 1,465
Business combination 14 86 80 166
Disposals (2,445) (4) (369) (2,818)
Exchange diExchange differences 427 41 88 556
At 28 February 2023 13,232 2,010 2,011 17,253
Accumulated depreciation
At 28 February 2021 – as reported 5,378 352 1,980 7,71 0
Restatement
1
565 835 134 1,534
At 28 February 2021 – restated 5,943 1,187 2,114 9,244
Charge for the year 2,663 148 220 3,031
Disposals (244) (620) (864)
Impairment 392 392
Disposal of Cory Brothers (490) (300) (178) (968)
Exchange diExchange differences (65) 26 10 (29)
At 28 February 2022 (restated) 8,199 1,061 1,546 10,806
Charge for the year 2,477 171 175 2,823
Disposals (1,852) (1) (313) (2,166)
Impairment 150 150
Exchange diExchange differences 234 25 61 320
At 28 February 2023 9,058 1,406 1,469 11,933
Net book value at 28 February 2023 4,174 604 542 5,320
Net book value at 28 February 2022 6,208 538 332 7,078
1 At 28 February 2021, both cost and accumulated depreciation have been increased by £1.5 million (Computers: increase of £0.8 million; Fixtures and equipment:
increase of £0.2 million; Land and buildings: decrease of £0.5 million). This primarily relates to a correction of grossed up disposals in prior years relating
to business combinations where the addition of the asset was based on its fair value at the point of acquisition, but the eventual disposal being based
on original cost.
On 28 March 2022, the Group assigned the lease for its Bevis Marks premises to Beat Capital. The impairment charge of £392,000
recognised in the year ended 28 February 2022 is equal to the subsequent loss on assignment of this lease, being the lease
assignment premium paid plus the net book value of the ROU asset disposed of less the outstanding lease liability. At 28 February
2023, the Group had no contractual commitments for the acquisition of property, plant and equipment (2022: £nil).
Braemar Plc Annual Report and Accounts 2023
136
18 Leases
Right-of-use assets
The Group leases a number of properties in the jurisdictions from which it operates. In some jurisdictions it is customary for lease
contracts to provide for payments to increase each year by inflation and in other property leases the periodic rent is fixed over
the lease term. The Group also leases certain items of plant and equipment which are typically motor vehicles. These contracts
normally comprise only fixed payments over the lease terms.
Note
Land and
buildings
£’000
Fixtures and
equipment
£’000
Total
£’000
At 28 February 2021 7,3 07 138 7,4 45
Additions 1,036 11 1,047
Amortisation (2,079) (76) (2,155)
Impairment (392) (392)
Disposals (10) (10)
Disposal of Cory Brothers (856) (51) (907)
Exchange diExchange differences 166 166
At 28 February 2022 5,182 12 5,194
Additions 711 59 770
Business combination 14 86 86
Depreciation (2,079) (8) (2,087)
Disposals (481) (10) (491)
Exchange diExchange differences 166 1 167
At 28 February 2023 3,585 54 3,639
Lease liabilities
Note
Total
£’000
At 28 February 2021 12,554
Additions 814
Interest expense 329
Lease payments (3,950)
Disposal of Cory Brothers (1,243)
Exchange diExchange differences 2
At 28 February 2022 8,506
Additions 770
Business combination 14 86
Disposal (632)
Interest expense 175
Lease payments (4,039)
Exchange diExchange differences 161
At 28 February 2023 5,027
Right-of-use assets and lease liabilities arising on business combinations represents lease on property of £86,000. For further
details refer to Note 14 Business combinations.
Total cash outflow for leases is £4,039,000, of which £175,000 represents payment of interest.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
137
Strategic Report Governance Financial Statements
Lease receivables
Gross
£’000
Provision
£’000
Net
£’000
At 28 February 2021 2,827 2,827
Disposal (236) (236)
Interest income 72 72
Lease payments (870) (870)
Disposal of Cory Brothers (272) (272)
Movement in provision (18) (18)
Exchange diExchange differences (9) (9)
At 28 February 2022 1,512 (18) 1,494
Disposal (39) (39)
Interest income 35 35
Lease payments (642) (642)
Movement in provision 6 6
Exchange diExchange differences
At 28 February 2023 866 (12) 854
2023
£’000
2022
£’000
Short-term lease expense (217) (234)
Short-term lease income 91 73
Lease liabilities
Contractual payments by maturity are provided in Note 24e.
Lease receivables
Contractual receipts by maturity are provided in the table below:
Within
1 year
£’000
1 to 2
Years
£’000
2 to 5
years
£’000
More than
5 years
£’000
Total
£’000
Unearned
interest
£’000
Provision
£’000
Net
receivable
£’000
At 28 February 2023 642 241 883 (17) (12) 854
At 28 February 2022 642 642 284 1,568 (56) (18) 1,494
During the year, the financial e, the financial effect of revising lease terms arising from the eect oom the effect of exercising extension and termination options
was an increase of £98,000 in the recognised lease liabilities. As at 28 February 2023, potential future cash outflows of £3.9 million
(undiscounted) have not been included in the lease liability because it is not reasonably certain that the leases will be extended
(or not terminated).
19 Investments
2023
£’000
2022
£’000
Unlisted investments 1,780 1,780
The Group recognises unlisted investments at fair value through profit or loss.
Movement in unlisted investments
Total
£’000
At 1 March 2021 1,962
Disposal (182)
At 28 February 2022 and 28 February 2023 1,780
Braemar Plc Annual Report and Accounts 2023
138
19 Investments continued
A list of subsidiary undertakings is included in Note 34.
The Financial Statements of the principal subsidiary undertakings are prepared to 28 February 2023.
Unlisted investments
The Group’s unlisted investments include 1,000 (2022: 1,000) ordinary £1 shares in London Tanker’s Broker Panel Limited. The
investment is carried at fair value of £1.5 million, being the value of the most recent comparable transaction, which occurred during
the year ended 28 February 2019. There have been no transactions or events in the current or prior year which would result in a
material adjustment to the fair value at 28 February 2023.
20 Investment in associate
Zuma Labs Limited
On 29 October 2020 the Group subscribed for 1,000 ordinary shares in Zuma Labs Limited. Zuma Labs Limited is a private
company incorporated in England and Wales and its registered address is Kemp House, 128 City Road, London, United Kingdom,
EC1V 2NX. Zuma Labs Limited has one share class and each share carries one vote.
During the period, in accordance with the shareholders’ agreement, four further subscriptions for shares were made totalling of
$0.5 million (£0.3 million), increasing Braemar’s shareholding by 1,500 shares.
At 28 February 2023 the Group’s shareholding was 2,500 shares, which equates to 20.0% of Zuma Labs Limited’s share capital and
20.0% of voting rights (2022: 2,500 shares, 20% of share capital and 20% of voting rights). The Group has representation on the
board of Zuma Labs Limited, and as a result, the Group considers that it has the power to exercise significant influence in Zuma
Labs Limited and the investment in it has been accounted for using the equity method.
A purchase price allocation exercise was undertaken to measure the fair value of the net assets on the date at which Zuma Labs
Limited became an associate, and also at each date at which further shares were subscribed for. Based on the purchase price
allocation exercise, the dier, the difference between the cost of the investment and Braemar’s share of the net fair value of Zuma Labs
Limited’s identifiable assets and liabilities will be accounted for as goodwill. Amortisation of that goodwill is not permied.ot permitted.
IAS 28 requires the most recent Financial Statements of an associate are used for accounting purposes, and that coterminous
information should be used unless it is impractical to do so. Zuma Labs Limited has a year end of 31 March and accounts up to
31 December 2022 have been made available, so for practical reasons Zuma Labs Limited’s management accounts for the nine
months ended 31 December 2022 will be used for the purposes of the Group’s full-year reporting at 28 February with adjustments
made for any significant transactions and events. Zuma Labs Limited will prepare its next set of Financial Statements for the year
ended 31 March 2023. At 28 February 2023 Zuma Labs Limited had no contingent liabilities.
The summarised financial information of Zuma Labs Limited for the period ended 28 February 2023 is as follows. These figures
are taken from the management accounts of Zuma Labs Limited, adjusted for any fair value adjustments but before any
intercompanyeliminations.company eliminations.
28 Feb 2023
£’000
Balance Sheet
Current assets 177
Non-current assets 223
Current liabilities (68)
Net assets (100%) 332
Group share of net assets (20%) 66
Income Statement
Revenues
Post-tax loss (116)
The Group’s share of the loss (23)
Management have reviewed the carrying value of the investment in Zuma Labs Limited at 28 February 2023 and do not consider
this to be impaired.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
139
Strategic Report Governance Financial Statements
AqualisBraemar
On 21 June 2019 the Group recognised an investment in associate as a result of the divestment of the Oshestment of the Offshore, Marine and
Adjusting product lines in return for a significant shareholding in AqualisBraemar LOC ASA. AqualisBraemar LOC ASA is listed on the
Oslo Børs, its principal place of business is Oslo and its registered address is Olav Vs gate 6, 0161, Oslo, Norway. AqualisBraemar
LOC ASA has one share class and each share carries one vote.
On 28 January 2021 the Group sold 9,600,000 shares and on 19 May 2021 the Group sold its entire remaining shareholding in
AqualisBraemar LOC ASA, see Note 11. The Group was entitled to representation on the board of AqualisBraemar LOC ASA for as
long as the Group’s shareholding remains more than 10.0%. Based on this the Group considers that it had the power to exercise
significant influence for the year ended 28 February 2022, and until it sold its shareholding on 19 May 2021. At that point significant
influence was lost, the Group ceased to equity account for AqualisBraemar and the Group’s interest in AqualisBraemar was limited
to its holding of 6,523,977 performance-based warrants which were accounted for as a financial asset at fair value.
On 20 August 2021, 1,000,000 of the 6,523,977 warrants vested with the remainder lapsing. A loss on vesting of £2,000 was
recognised in specific items. The shares received were subsequently sold on 31 August 2021 crystallising a further loss of £4,000.
At 28 February 2022 and 28 February 2023 the Group’s shareholding was nil which equates to 0% of AqualisBraemar’s share
capital and 0% of voting rights.
The results of AqualisBraemar are presented within discontinued operations.
The movements in the investment in associates are provided below.
Zuma
£’000
AqualisBraemar
£’000
Total
£’000
At 1 March 2021 418 3,345 3,763
Book value of 450 shares acquired 326 326
Share of profit in associate (20) 76 56
Share of associate’s other comprehensive income 52 52
Book value of 9,640,621 shares disposed (3,473) (3,473)
At 28 February 2022 724 724
Share of loss in associate – underlying (23) (23)
At 28 February 2023 701 701
A reconciliation of the book value of the AqualisBraemar shares disposed of to the profit on disposal in Note 11 is as follows:
19 May 2021
Number of shares sold 9,640,621
Share price NOK 9.00
NOK’000
Gross disposal proceeds 86,776
Broker’s commission at 1.5%/2% (1,301)
Net disposal proceeds 85,475
£’000
Net disposal proceeds 7,232
Book value of shares sold (3,473)
Legal costs (13)
Recycle of amounts in other comprehensive income (371)
Profit on disposal 3,375
Braemar Plc Annual Report and Accounts 2023
140
21 Other long-term receivables
2023
£’000
2022
£’000
Deferred consideration 2,540 3,482
Contingent consideration 1,004 1,276
Security deposits 16 17
Finance lease receivables 228 861
Prepayments 4,766
8,554 5,636
Deferred consideration of £2.5 million and contingent consideration of £1.0 million relates to the earn-out payments receivable in
respect of the disposal of Cory Brothers, further detail is provided in Note 23. Prepayments includes an asset of £4.8 million (2022:
£nil) which is the non-current element of the clawback provision on joining incentives paid to certain employees. This includes an
amount of £3.6 million added in the year in relation to the acquisition of Southport and £0.2 million in relation to the broker team in
Madrid. The receivable is amortised over the clawback period.
See Note 18 for a maturity analysis which reconciles the long-term finance lease receivables to the undiscounted lease receipts
and unearned finance income.
22 Trade and other receivables
2023
£’000
Restated
2022
£’000
Trade receivables 31,989 24,970
Provision for impairment of trade receivables (3,725) (3,159)
Net trade receivables 28,264 21,811
Deferred consideration 1,097
Contingent consideration 403
Other receivables 4,148 7,822
Finance lease receivables 626 633
Contract assets 3,388 1,965
Prepayments 5,397 3,212
Total 43,323 35,792
Deferred consideration of £1.1 million and contingent consideration of £0.4 million relate to the earn-out payments receivable in
respect of the disposal of Cory Brothers; further detail is provided in Note 23.
Included in other receivables at 28 February 2022 is £6.5 million of completion proceeds relating to the disposal of Cory Brothers.
The cash was received on 2 March 2022. Also included in other receivables in both years are security deposits, VAT and other
sales tax receivables and employee loans.
Prepayments includes an asset of £4.0 million (2022: £2.1 million) in respect of the current portion of the clawback provision on
joining incentives paid to certain employees which are being charged to the Income Statement in accordance with the clawback
provisions of the underlying contracts. This includes an amount of £2.0 million added in the year in relation to the acquisition of
Southport and £0.9 million in relation to the broker team in Madrid. The receivable is amortised over the clawback period.
The movement in the asset between years is due to the invoicing of all prior year assets and the accrual of amounts relating to the
current year.
The total receivables balance is denominated in the following currencies:
2023
£’000
Restated
2022
£’000
US dollars 35,888 20,083
Sterling 6,114 14,451
Other 1,321 1,258
Total 43,323 35,792
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
141
Strategic Report Governance Financial Statements
The directors consider that the carrying amounts of trade receivables approximate to their fair value.
Trade receivables are non-interest bearing and are generally on terms payable within 30–90 days; terms associated with the
selement of thsettlement of the Group’s trade receivables vary across the Group. Specific debts are provided for where recovery is deemed
uncertain, which will be assessed on a case-by-case basis whenever debts are older than the due date, but always when debts
are older than usual for the industry in which each business in the Group operates.
As at 28 February 2023, trade receivables of £3,003,000 (2022: £2,008,000) which were over 12 months old were treated as credit
impaired and have been provided for. No provision (2022: £396,000) has been made for specific trade receivables which are less
than 12 months overdue.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss
provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and
contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the
trade receivables for similar types of contracts.
The expected loss rates are based on the Group’s historical credit losses and rates are then adjusted for current and forward-
looking information on macroeconomic factors aecting the Grs affecting the Group’s customers.
The ageing profile of trade receivables and the lifetime expected credit loss for provisions and contract assets is as follows:
2023
Trade
receivables
£’000
Expected
loss rate
%
Group
provision
£’000
ECL
provision
£’000
Total
provision for
impairment
of trade
receivables
£’000
Up to 3 months 23,556 0.015 333 333
3 to 6 months 3,185 0.020 71 71
6 to 12 months 2,078 0.051 149 149
Over 12 months 3,170 0.591 3,033 99 3,132
Trade receivables 31,989 0.096 3,033 652 3,685
Contract assets 3,388 0.012 40 40
Total 35,377 0.020 3,033 692 3,725
2022
Trade
receivables
£’000
Expected
loss rate
%
Group
provision
£’000
ECL
provision
£’000
Total
provision for
impairment
of trade
receivables
£’000
Up to 3 months 14,562 0.015 100 210 310
3 to 6 months 3,952 0.020 100 77 177
6 to 12 months 4,036 0.051 196 196 392
Over 12 months 2,420 0.591 2,008 243 2,251
Trade receivables 24,970 0.096 2,404 726 3,130
Contract assets 1,965 0.015 29 29
Total 26,935 0.028 2,404 755 3,159
Braemar Plc Annual Report and Accounts 2023
142
22 Trade and other receivables continued
Movements on the provision for impairment of trade receivables and contract assets were as follows:
2023
£’000
2022
£’000
At 1 March 3,159 2,858
Bad debt charge 238 747
Receivables wrieceivables written o during the yen off during the year as uncollectible (204)
Reclassification of other provisions 328
Transferred on disposal (242)
At 28 February 3,725 3,159
Contract assets
The Group’s contract assets related to accrued income which has not yet been invoiced at the Balance Sheet date. Significant
changes in contract assets during the period are analysed as follows:
£’000
At 1 March 2022 1,965
Changes due to business combinations 647
Contract assets converted to receivables on completion (2,049)
Contract assets arising on new contracts in-year 2,825
At 28 February 2023 3,388
Contract assets increased by £0.6 million due to the acquisition of Southport in December 2022; all other movements in contract
assets arise from normal underlying operations.
23 Deferred and contingent consideration receivable
Fair value of Cory Brothers deferred and contingent consideration receivable
On 28 February 2022 the Company sold Cory Brothers to Vertom Agencies BV for maximum consideration of £15.5 million. Initial
cash proceeds of £6.5 million were received on completion of the transaction and three further cash payments are due contingent
on an agreed percentage of future gross profit of the combined VertomCory business. These “earnout” payments are subject to a
combined minimum of £3.75 million and a combined maximum of £9.0 million.
Each agreed minimum earnout payment is presented as deferred consideration recognised at amortised cost, using a discount
rate of 2.39% determined on initial measurement. The uncertain element of each earnout payments is recognised at fair value
through profit or loss and presented as contingent consideration.
The fair value of the contingent consideration is calculated using the forecast gross profit for the combined VertomCory business
for each earnout period, applying the agreed percentage, deducting the minimum payment and discounting the forecast
contingent cashflow using the discount rate of 5.29% (2022: 2.39%).
Deferred and contingent consideration are included in other long-term receivables (see Note 21) and current other receivables
(see Note 22). The amortised cost of the deferred consideration is £3.6 million (2022: £3.5 million). The fair value of the contingent
consideration is £1.4 million (2022: £1.3 million).
The valuation of the contingent consideration involves two critical estimates: the future profitability of the combined business
and the discount rate used to calculate the net present value. The future profitability forecasts are based on a business plan
prepared by the combined VertomCory business and was reviewed by management as part of the financial due diligence process.
Adiscount ratA discount rate of 5.29% was used to calculate the net present value; this was based on the credit risk of Vertom Agencies BV
following a credit check performed by management.
The contingent consideration relating to the first earnout payment is resolved as it is based on the performance of the VertomCory
business to December 2022. The receivable held on the Balance Sheet at 28 February 2023 in relation to the first earnout payment
is £1.5 million (£1.1 million deferred consideration and £0.4 million contingent consideration).
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
143
Strategic Report Governance Financial Statements
Sensitivity analysis
Management have considered the sensitivity of the contingent consideration receivable arising from the second and third
earnout payments to both changes in the estimate of future profitability of the VertomCory agency business, and the discount
rateselected.e selected.
Carrying
value as at
28 Feb 2023
£’000s
Undiscounted
value as at
28F28 Feb 2023
£’000s
Sensitivity to the estimate of future
gross profits of the VertomCory
agency business
Sensitivity to change in the
discount rate selected
Decrease
by 10%
£’000s
Increase
by 10%
£’000s
Decrease
by 1% p.a.
£’000s
Increase
by 1% p.a.
£’000s
Payment due on 31 May 2023 403 408 n/a n/a n/a n/a
Payment due on 31 May 2024 515 550 (176) 176 6 (6)
Payment due on 31 May 2025 489 550 (167) 167 11 (10)
Total 1,407 1,508 (343) 343 17 (16)
The 10% increase/decrease in future gross profits of the VertomCory agency business considered in the sensitivity analysis is
selected to reflect a reasonably likely variation in outcomes, which lie within range covered by the minimum and maximum earnout
thresholds. The change in discount rate considered reflects the observed range of three-year GBP corporate bond rates with
similar credit risk.
24 Financial instruments and risk management
The Group is exposed through its operations to the following financial risks:
Currency risk
Interest rate risk
Credit risk
Liquidity risk
In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note
describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.
Further quantitative information in respect of these risks is presented throughout the Financial Statements.
There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies, and other
processes for managing those risks or the methods used to measure them from previous periods.
a) Financial instruments
i) Principal financial instruments
The principal financial instruments used by the Group, from which financial risks arise, are as follows:
Trade and other receivables
Cash and cash equivalents
Deferred consideration receivable
Contingent consideration receivable
Unlisted investments
Trade and other payables
Revolving credit facility
Lease liabilities
Derivative financial instruments
Deferred consideration payable
Braemar Plc Annual Report and Accounts 2023
144
24 Financial instruments and risk management continued
a) Financial instruments continued
ii) Financial instruments by category
Financial instruments measured at fair value
The Group’s financial assets and liabilities measured at fair value through profit and loss, including their fair value hierarchy, are as
follows. Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction, other than in a
forced or liquidated sale.
Level 1
£’000
Level 2
£’000
Level 3
£’000
As at
28 Feb 2023
£’000
Financial assets:
Unlisted investment 1,780 1,780
Contingent consideration receivable 1,407 1,407
Derivative contracts* 1,254 1,254
Total 3,034 1,407 4,441
Financial liabilities:
Derivative contracts* 1,760 1,760
Embedded derivative 384 384
Total 1,760 384 2,144
Level 1
£’000
Level 2
£’000
Level 3
£’000
As at
28 Feb 2022
£’000
Financial assets:
Unlisted investment 1,780 1,780
Contingent consideration receivable 1,276 1,276
Derivative contracts* 62 62
Total 1,842 1,276 3,118
Financial liabilities:
Derivative contracts* 772 772
Embedded derivative 251 251
Total 772 251 1,023
* Currency forwards with a fair value of £1,224,000 (2022: £54,000) maturing within 12 months have been shown as current assets. Currency forwards with a
fair value of £30,000 (2022: £8,000) maturing within 12 to 24 months of the Balance Sheet date have been shown as non-current assets. Liabilities include
currency forwards with a fair value of £1,108,000 (2022: £688,000) maturing within 12 months shown as current liabilities and currency forwards with a fair value
of £652,000 (2022: £84,000) maturing within 12 to 24 months of the Balance Sheet date shown as non-current liabilities.
Fair value hierarchy
The level in the fair value hierarchy within which the financial asset or liability is categorised is determined on the basis of the lowest
level input that is significant to the fair value measurement.
Financial assets and liabilities are classified in their entirety into one of three levels:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
or indirectly.
Level 3: Inputs for the asset or liability that are not based on observable market data.
Unlisted investment
The unlisted investment relates to the Group’s investment in the London Tanker’s Broker Panel, see Note 19. The investment is
carried at fair value, being the value of the most recent comparable transaction and is therefore classified as Level 2 in the fair
valuehiervalue hierarchy.
There was no movement in the fair value of the unlisted investment.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
145
Strategic Report Governance Financial Statements
Contingent consideration receivable
The fair value of the contingent consideration receivable includes unobservable inputs and are therefore classified as Level 3.
The contingent consideration receivable relates to the disposal of the Logistics Division whereby the Group is entitled to three
future cash payments. The SPA provides for a minimum guaranteed amount in each of the three years; this amount has been
classified as deferred consideration. The balance of the earnout consideration is contingent on the future performance of the
combined business up to a maximum specified in the SPA; this has been classified as contingent consideration. The fair value
of the contingent consideration has been calculated by reference to management’s expectation of the future profitability of the
combined business and discounted to present value using a discount rate of 5.29%. The discount rate is based on the credit risk
of Vertom Agencies BV assessed by a third party credit agency. See Note 23 for further details and a sensitivity analysis on the
contingent element.
Derivative contracts
Contracts with derivative counterparties are based on ISDA Master Agreements. Under the terms of these arrangements, only in
certain situations will the net amounts owing/receivable to a single counterparty be considered outstanding. The Group does not
have the present legal ability to set-o these amounts and so the-off these amounts and so they are not osee not offset in the Balance Sheet. Of the derivative assets
and derivative liabilities recognised in the Balance Sheet, an amount of £0.1 million (2022: £0.1 million) would be set-o under -off under
enforceable master neing agrtting agreements.
Forward currency contracts
The fair value of the forward currency contracts are based on prices quoted by the counterparty within these contracts versus the
market rate at the Balance Sheet date and have therefore been classified as Level 2 in the fair value hierarchy. See the currency risk
section for further details.
Currency options
The fair value of the currency options are based on prices quoted by the counterparty within these contracts versus the market
rate at the Balance Sheet date and have therefore been classified as Level 2 in the fair value hierarchy.
Embedded derivative
The convertible loan note instruments issued on the acquisition of Naves contain an embedded derivative, being a euro liability
of principal and interest. The equity value of the underlying derivative is not considered closely related to the debt host, therefore
the loan note is considered to be a financial liability host with an embedded derivative convertible feature which is required to be
separated from the host. The fair value of the embedded derivative includes unobservable inputs and is therefore classified as
Level 3. They key assumptions underpinning the fair value of the embedded derivative relate to the expected future share price of
the Group and the GBP:EUR exchange rate. The fair value has been determined using a Black-Scholes valuation model.
A loss of £18,000 (2022: gain of £97,000) has been recognised in the Income Statement in respect of the fair value movement of
the embedded derivative from 1 March 2022 to 28 February 2023.
Financial instruments not measured at fair value
The Group’s financial assets and liabilities that are not measured at fair value are held at amortised cost. Due to their short-term
nature, the carrying value of these financial instruments approximates their fair value. Their carrying values are as follows:
Financial assets
2023
£’000
2022
£’000
Cash and cash equivalents 34,735 13,964
Deferred consideration receivable 3,637 3,482
Trade and other receivables 41,448 38,601
Total 79,820 56,047
Financial liabilities
2023
£’000
2022
£’000
Trade and other payables 6,446 7,7 79
Convertible loan notes 3,551 4,666
Long term borrowings 27,815 23,254
Total 37,812 35,699
Braemar Plc Annual Report and Accounts 2023
146
24 Financial instruments and risk management continued
Deferred consideration receivable
The initial fair value of the deferred consideration receivable was determined by discounting the guaranteed minimum amounts
as per the SPA to present value using a discount rate of 2.39% and it is subsequently measured at amortised cost.
b) Currency risk
Currency risk arises when Group entities enter into transactions denominated in a currency other than their functional currency.
The Group’s policy is, where possible, to allow Group entities to sele liabilities denominats to settle liabilities denominated in their functional currency with the
cash generated from operations in that currency. The Group’s currency risk exposure arises mainly as a result of the majority of
its Shipbroking earnings being denominated in US dollars while the majority of its costs are denominated in sterling. There is also
some currency exposure related to convertible loan notes and deferred consideration denominated in euros and from the carrying
values of its overseas subsidiaries being denominated in foreign currencies.
The Group manages its transactional exposures to foreign currency risks using forward exchange contracts and currency options.
The Group is primarily exposed to fluctuations in US dollar to sterling exchange rates on foreign currency sales and hedges a
proportion of those expected cash flows out to 21 months. The principal source of hedge inece of hedge ineffectiveness is the risk of changes
in timing of the forecast transaction or that they do not occur, which is addressed by only hedging a proportion of future foreign
currency sales. There were no hedged transactions forecast in the current year which did not occur (2022: nil).
The Group’s results, which are reported in sterling, are exposed to changes in foreign currency exchange rates across a number
of diof different currencies with the most significant exposures relating to the US dollar. The Group is exposed to the underlying
translational movements which remain outside the control of the Group. The Group’s translational exposures to foreign currency
risks relate to both the translation of income and expenses and net assets of overseas subsidiaries which are converted into
sterling on consolidation. The Group finances overseas investments partly through the use of foreign currency borrowings in order
to provide a net investment hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries.
The Group continues to apply hedge accounting to hedging instruments that meet the criteria set out in IFRS 9.
Cash flow hedge accounting
Cash flow hedges are used to hedge the variability in cash flows of highly probable forecast transactions caused by changes in
foreign currency exchange rates and interest rates. Where a derivative financial instrument is designated in a cash flow hedge
relationship with a highly probable forecast transaction, the ection, the effective part of any change in fair value arising is deferred in the
cash flow hedging reserve within equity, via the Statement of Comprehensive Income. The gain or loss relating to the ineettective
part is recognised in the Income Statement within net finance expense. Amounts deferred in the cash flow hedging reserve are
reclassified to the Income Statement in the periods when the hedged item is recognised in the Income Statement.
If a hedging instrument expires or is sold but the hedged forecast transaction is still expected to occur, the cumulative gain or
loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the
hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised
immediately in the Income Statement. If a derivative financial instrument is not formally designated in a cash flow hedge
relationship, any change in fair value is recognised in the Income Statement.
The critical terms of the hedging instruments match the hedged transactions in relation to currency, timing and amounts,
meaning there is a clear economic relationship between the hedging instrument and hedged item as required under IFRS 9.
Thereby, management qualitatively demonstrates that the hedging instrument and the hedged items will move equally in the
oppositediropposite direction.
A loss of £4,826,000 (2022: £1,613,000 gain) has been recognised in the Income Statement in respect of derivative contracts which
have matured in the period.
The Group entered into currency options featuring a “cap and floor” feature. The intrinsic value of the options is designated in
cashflow hedge relationships. The time value of the options is deferred in equity as a cost of hedging and reclassified to the
Income Statement in the period that the hedged cash flow aement in the period that the hedged cash flow affects the Income Statement.
The Group also entered into a currency option which is not designated in a cash flow hedge relationship with a fair value of a
£0.2 million liability (28 February 2022: £nil liability). The £0.2 million movement in fair value in the period was charged to the Income
Statement (2022: £nil) and is included within Finance costs.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
147
Strategic Report Governance Financial Statements
The eThe effects of the foreign currency-related hedging instruments on the Group’s financial position and performance are as follows:
Currency options 2023 2022
Carrying amount of (liability)/asset (£28,000) £14,000
Total notional amount $1,500,000 $5,000,000
Maturity dates
March 2023 to
April 2023
April 2021 to
August 2022
Hedge ratio 1:1 1:1
Change in fair value of outstanding hedging instruments since inception of the hedge (£23,000) £14,000
Change in value of hedged item used to determine hedge inee hedge ineffectiveness £23,000 (£14,000)
Weighted average strike rate for outstanding hedging instruments 1.23 to 1.29 1.39
Forward currency contracts 2023 2022
Carrying amount of asset £1,254,000 £62,000
Carrying amount of liability (£1,547,000) (£771,000)
Total notional amount US $123,048,000 US $49,300,000
Maturity dates
March 2023 to
November 2024
March 2022 to
August 2023
Hedge ratio 1:1 1:1
Change in fair value of outstanding hedging instruments since inception of the hedge (£218,000) (£723,000)
Change in value of hedged item used to determine hedge inee hedge ineffectiveness £218,000 £723,000
Weighted average strike rate for outstanding hedging instruments 1.22 1.37
Net investment hedge accounting
The Group uses its US dollar denominated borrowings as a hedge against the translation exposure on the Group’s net investment
in overseas companies. The Group designates the spot rate of the loans as the hedging instrument. There was no ineettectiveness
to be recognised on hedges of net investments in foreign operations. Where the hedge is fully ee the hedge is fully effective at hedging the variability in
the net assets of such companies caused by changes in exchange rates, the changes in value of the borrowings are recognised
in the translation reserve within equity, via the Statement of Comprehensive Income. The ine. The ineffective part of any change in value
caused by changes in exchange rates is recognised in the Income Statement. The eectivffective portion will be recycled into the
Income Statement on the sale of the foreign operation.
The table below provides further information on the Group’s net investment hedging relationships:
2023
£’000
2022
£’000
Hedge ratio 1:1 n/a
Change in value of hedging instruments due to foreign currency movements since 1 March 124 n/a
Change in value of the hedged item used to determine hedge eo determine hedge effectiveness (124) n/a
The balances and movements into and out of the foreign currency translation reserve are shown in the Consolidated Statement
of Comprehensive Income and the Consolidated Statement of Changes in Equity respectively. The amount in the foreign currency
translation reserve in relation to hedge accounting is a loss of £0.1 million (2022: £nil) and is split as follows:
continuing net investment hedges loss of £0.1 million (2022: £nil); and
hedging relationships for which hedge accounting is no longer applied, £nil (2022: £nil).
Braemar Plc Annual Report and Accounts 2023
148
24 Financial instruments and risk management continued
b) Currency risk continued
Net investment hedge accounting continued
The eThe effect on equity and profit before tax if the US dollar or the euro strengthened/(weakened) by 10% against sterling, with all
other variables being equal, is as follows:
Profit or loss Equity, net of tax
+10% strengthening
£’000
–10% weakening
£’000
+10% strengthening
£’000
–10% weakening
£’000
28 February 2023
US dollars 874 (1,220) (4,529) 3,656
Euros (36) 36 (36) 36
Total 838 (1,184) (4,565) 3,692
28 February 2022
US dollars 2,697 (2,697) 2,185 (2,185)
Euros (111) 111 (90) 90
Total 2,586 (2,586) 2,095 (2,095)
c) Interest rate risk
The Group is exposed to interest rate risk from borrowings at floating rates. The Group minimises its short-term exposure to
interest rate risk on its cash and cash equivalents by pooling cash balances across the Group’s hubs.
The Group has not entered into any financial instruments to fix or hedge the interest rates applied to its bank borrowings
andoand overdras.drafts.
The following table sets out the carrying amount, by maturity, of the Group’s financial instruments which are exposed to interest
rate risk:
Notes
2023
£’000
2022
£’000
Floating rate:
Within one year
Cash and cash equivalents 25 34,735 13,964
Long-term borrowings 27 (27,815) (23,254)
6,920 (9,290)
Cash balances are generally held on overnight deposits at floating rates depending on cash requirements and the prevailing
market rates for the amount of funds deposited. The other financial instruments of the Group are non-interest bearing.
The eThe effect on equity and profit before tax of a 1% increase/(decrease) in the interest rate, all other variables being equal, is as follows:
Profit or loss Equity, net of tax
+1% increase
£’000
–1% decrease
£’000
+1% increase
£’000
–1% decrease
£’000
28 February 2023
Cash and cash equivalents 187 (187) 187 (187)
Long-term borrowings (195) 195 (195) 195
Total (8) 8 (8) 8
28 February 2022
Cash and cash equivalents 63 (63) 51 (51)
Long-term borrowings (104) 104 (84) 84
Total (41) 41 (33) 33
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
149
Strategic Report Governance Financial Statements
d) Credit risk
The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets.
Concentrations of credit risk with respect to trade receivables are limited due to the diversity of the Group’s customer base.
ThedirThe directors believe there is no further credit risk provision required in excess of normal provisions for doubtful receivables,
estimated by management based on prior experience and their assessment of the current economic environment. The Group
seeks to trade only with creditworthy parties and carries out credit checks where appropriate. The maximum exposure is the
carrying amount as disclosed in Note 24.
e) Liquidity risk
Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its
debtinstruments. It is thdebt instruments. It is the risk that the Group will encounter diculty in meeting its financial obligations as thoup will encounter difficulty in meeting its financial obligations as they fall due.
The Group’s policy is to ensure that it will always have sucient cash tve sufficient cash to allow it to meet its liabilities when they become due.
Management receive rolling 13-week cash flow projections on a weekly basis to ensure the Group has sucient liquidityoup has sufficient liquidity.
The board receives rolling 12-month cash flow projections on a monthly basis as well as information regarding cash balances.
Atthe enAt the end of the financial year, these projections indicated that the Group expected to have sucient liquid rve sufficient liquid resources to meet its
obligations under all reasonably expected circumstances.
The following table sets out the undiscounted contractual amounts due, in relation to the Group’s financial liabilities which exposes
the Group to liquidity risk:
At 28 February 2023
Up to 3
months
£’000
Between
3 and 12
months
£’000
Between 1
and 2 years
£’000
Between 2
and 5 years
£’000
Over
5 years
£’000
Total
contractual
amount
£’000
Total
carrying
amount
£’000
Trade and other payables 4,971 1,388 87 6,446 6,446
Loans and borrowings 422 1,266 1,688 29,242 32,618 27,815
Lease liabilities 757 2,271 1,375 799 23 5,225 5,027
Deferred consideration 66 764 109 3,726 4,665 3,551
Total 6,216 5,689 3,259 33,767 23 48,954 42,839
Forward currency contracts 1,547
Gross outflows 14,749 48,925 29,414 93,088
Gross inflows (14,553) (48,866) (28,521) (91,940)
Currency options 213
Gross outflows 3,107 5,593 1,864 10,564
Gross inflows (3,084) (5,593) (1,864) (10,541)
Net outflow from derivative contracts 219 59 893 1,171
At 28 February 2022
Up to 3
months
£’000
Between
3 and 12
months
£’000
Between 1
and 2 years
£’000
Between 2
and 5 years
£’000
Over
5 years
£’000
Total
contractual
amount
£’000
Total
carrying
amount
£’000
Trade and other payables 5,649 2,130 7,7 79 7,7 79
Loans and borrowings 23,254 23,254 23,254
Lease liabilities 864 2,567 3,197 2,131 16 8,775 8,506
Deferred consideration 1,450 1,654 1,562 4,666 4,666
Total 6,513 6,147 28,105 3,693 16 44,474 44,205
Forward currency contracts 772
Gross outflows 11,204 18,748 6,498 36,450
Gross inflows (11,034) (18,231) (6,414) (35,679)
Net outflow from forward currency
contract 170 517 84 771
Loans and borrowings have been represented to show the expected interest payments payable on the revolving credit facility in
addition to the repayment of the loan.
Braemar Plc Annual Report and Accounts 2023
150
24 Financial instruments and risk management continued
f) Capital management
The Group manages its capital structure so as to maintain investor and market confidence and to provide returns to shareholders
that will support the future development of the business. The Group makes adjustments to the capital structure if required in
response to changes in economic conditions. The Group considers its capital as consisting of ordinary shares and retained
earnings. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to
shareholders or issue new shares.
The Group has a policy of maintaining positive cash balances and also has a revolving credit facility which it draws down as
required to provide cover against the cyclical nature of the shipping industry.
The board monitors underlying business performance to determine the ongoing use of capital, namely executive and sta ecutive and staff
incentive schemes (and whether to fund this through cash or share incentives); acquisition appraisals ahead of potential business
combinations; investment in property, plant and equipment; and the level of dividends.
No changes were made in the objectives, policies or processes during the years ended 28 February 2023 and 28 February 2022.
g) Reconciliation of liabilities from financing activities
Loans and
borrowings
£’000
Deferred
consideration
£’000
Lease
liabilities
£’000
Total
£’000
At 1 March 2022 27,425 495 8,506 36,426
Cash flows 2,752 (4,039) (1,287)
Non-cash flows:
– Shares issued (111) (111)
– Derivatives issued (71) (71)
– Accrual of service cost 59 59
– Interest accruing in the period 440 175 615
– New leases 770 770
– Business combinations 86 86
– Lease terminations (632) (632)
– Amounts reclassified from deferred consideration to loans 615 (615)
– E– Effects of foreign exchange 317 61 161 539
At 28 February 2023 31,367 5,027 36,394
Current portion 699 2,923 3,622
Loans and
borrowings
£’000
Deferred
consideration
£’000
Lease
liabilities
£’000
Total
£’000
At 1 March 2021 30,142 882 12,554 43,578
Cash flows (2,955) (3,950) (6,905)
Non-cash flows:
– Shares issued (541) (541)
– Derivatives issued (293) (293)
– Interest accruing in the period 671 238 329 1,238
– New leases 814 814
– Amounts reclassified from deferred consideration to loans 625 (625)
– Cory Brothers disposal (1,243) (1,243)
– E– Effects of foreign exchange (224) 2 (222)
At 28 February 2022 27,425 495 8,506 36,426
Current portion 1,416 3,429 4,845
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
151
Strategic Report Governance Financial Statements
25 Cash and cash equivalents
2023
£’000
2022
£’000
Cash at bank and cash on hand 34,735 13,964
Total 34,735 13,964
Cash and cash equivalents largely comprise bank balances denominated in sterling, US dollars, euros and other currencies for the
purpose of seling currpurpose of settling current liabilities.
Cash includes an amount of £4.0 million (2022: £2.9 million) held in the bank accounts of regulated entities where there is a
requirement to hold a certain amount of cash at any one time in order to cover future obligations. No charge or other restriction
ofuse is held oof use is held over this cash.
The directors consider that the carrying amounts of these assets approximate to their fair value.
26 Trade and other payables
Current liabilities
2023
£’000
Restated
2022
£’000
Trade payables 1,809 3,397
Lease liabilities 2,923 3,429
Other taxation and social security 1,869 721
Other payables 767 400
Contract liabilities 329 154
Accruals 49,613 31,082
Total 57,310 39,183
Accruals includes accrued bonuses and other general accruals.
The average credit period taken for trade payables is 33 days (2022: 102 days). The directors consider that the carrying amounts of
trade payables approximate to their fair value.
27 Borrowings
2023
£’000
2022
£’000
Long-term borrowings
Secured revolving credit facilities 27,815 23,254
Lease liabilities 2,104 5,077
Total 29,919 28,331
During the period, the Group extended its revolving credit facility (“RCF”) with its main bankers, HSBC. The RCF is for £30.0 million
plus an accordion limit of £10.0 million and has an initial termination date of November 2025 with two options, subject to lender
approval, to extend the term of the facility by 12 and 24 months respectively. Drawdown of the accordion facility is subject to
additional credit approval. The RCF agreement has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At
31 May 2022, 31 August 2022, 31 November 2022 and 28 February 2023 the Group met all financial covenant tests. Amounts can
be rolled on a monthly basis until the facility expires subject to certain conditions, and on that basis the borrowings have been
classified as non-current. The amounts drawn under the RCF bear interest based on SONIA, SOFR and EURIBOR from amounts
drawn in sterling, US dollars and euros respectively, plus a credit margin dependent on the Group’s leverage ratio.
All revolving credit facilities are drawn by Braemar Plc and appear in the accounts of the Company. See Note 25 for details of the
Group’s cash pooling arrangements and the net overdra avaft available to the Group.
The directors consider that the fair value of the revolving credit facility liability is equivalent to its carrying amount.
Braemar Plc Annual Report and Accounts 2023
152
27 Borrowings continued
Acquisition of Naves Corporate Finance GmbH
In September 2017, the Group acquired the entire share capital of Naves Corporate Finance GmbH (“Naves”). Naves is an
established and successful business, headquartered in Hamburg, Germany, which advises national and international clients
on corporate finance related to the maritime industry including restructuring advisory, corporate finance advisory, M&A, asset
brokerage, interim/pre-insolvency management and financial asset management including loan servicing.
The acquisition agreement provided for consideration of £16.0 million (€18.4 million) payable as follows:
i) at completion in cash of £7.3 million (€8.3 million), in shares of £1.3 million (€1.5 million) and in convertible loan notes of
£6.4million (€74 million (€7.4 million); and
ii) deferred consideration in cash of £0.5 million (€0.6 million) and convertible loan notes of £0.5 million (€0.6 million), payable in
instalments over the three years aer thee years after the acquisition.
No consideration was contingent consideration. As at 28 February 2023, there is £nil outstanding deferred consideration
(2022:£nil) to n(2022: £nil) to non-management sellers.
The acquisition agreement also provided deferred amounts that would be payable to management sellers, conditional on their
ongoing service in the business. IFRS 3 states that amounts paid to former owners which are conditional on ongoing service are
for the benefit of the acquirer and not for the benefit of former owners. Consideration linked to the ongoing service of former
owners is treated as remuneration for post-combination services and classified as acquisition-related expenditure under specific
items in the Income Statement.
The deferred amounts payable to management sellers comprised:
i) deferred cash of £1.3 million (€1.5 million) and deferred convertible loan notes of £4.3 million (€4.9 million) conditional only on
theindividual management seller’s continued service paythe individual management seller’s continued service payable in instalments over the five years aer the acquisition; ands after the acquisition; and
ii) deferred convertible loan notes of up to £9.4 million (€11.0 million) conditional on the individual management sellers continued
service and the post-acquisition Naves’ EBIT in the three years post-acquisition. By February 2021, there was no contingency
remaining and the total amount paid was £4.6 million (€5.3 million).
In 2022 the amount of service accrual of £0.5 million is presented within deferred consideration. Following the issuance of new
convertible loan notes in relation to this amount during the year, at February 2023 £nil (2022: £0.5 million) due to management
sellers was subject to future service conditions. Note 27 sets out the outstanding amounts in relation to the Naves acquisition.
Post-acquisition remuneration of £0.1 million associated with the acquisition were incurred during the year ended 28 February 2023
(2022: £0.2 million) and have been classified as acquisition-related expenditure under specific items in the Income Statement.
See Note 10.
Convertible instruments
The Group issued convertible loan notes in connection with its acquisition of Naves in September 2017.
These convertible loan note instruments are unsecured, unlisted and non-transferable. The notes are euro denominated and carry
a 3% per annum coupon. Each tranche is redeemable on or aer twedeemable on or after two years from the date of issue by the Group or by the individual
holder. The conversion prices were fixed at 390.3 pence for management sellers and 450.3 pence for non-managementsellers.or non-management sellers.
The convertible loan note instruments carry certain accelerated conversion rights in the event of default on financial commitments
associated with the instruments or business distress within the Group. The loan notes shall automatically convert or be redeemed
in the event that any person or persons acting in concert hold more than 50% of the issued share capital of the Group or an
impairment charge in excess of £43.9 million (€50.0 million) is reflected in the audited Financial Statements of the Group.
The embedded derivatives within the convertible loan notes are valued using level 3 hierarchy techniques under IFRS 13. See Note 24.
The total value of convertible loan note liabilities, including linked derivatives, is £3.9 million (2022: £4.9 million). The following table
shows amounts in the Group balance sheet relating to the convertible loan notes issued on the acquisition of Naves.
Represented in the Group Balance Sheet
2023
£’000
2022
£’000
Current liabilities:
Convertible loan notes 699 1,416
Non-current liabilities:
Convertible loan notes 2,852 2,755
Accrued employee costs 495
Derivatives 384 251
3,236 3,501
3,935 4,917
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
153
Strategic Report Governance Financial Statements
The movement in the Naves-related balances in the Group Balance Sheet during the year is explained by the items below:
2023
£’000
2022
£’000
Total Naves-related balances at start of year 4,917 8,080
Finance expense 426 130
Post-acquisition remuneration 59 238
Foreign exchange movements 250 (225)
Renegotiation gain (172)
Cash paid (1,606) (2,593)
Equity issued (111) (541)
Total movements (982) (3,163)
Total Naves-related balances at year end 3,935 4,917
The current year cash paid includes interest of £158,000.
The loan notes have the following maturities:
Accounting value Nominal value
2023
£’000
2022
£’000
2023
€’000
2022
€’000
Due at the reporting date
30-Sep-22 1,184 1,399
31-Dec-22 215
30-Sep-23 606 592 699 699
30-Sep-24 550
not yet
earned 699 699
30-Sep-25 2,395 2,180 2,929 2,929
3,551 4,171 4,327 5,726
Derivatives thereon 384 251
Accrual for notes subject to future service 495
Total liabilities on loan notes 3,935 4,917
Note that current liabilities in respect of the loan notes dites differs from the amounts shown above maturing within one year due to
interest payable within one year on non-current loans and the outstanding current liability to deliver cash and shares in respect
ofmaturof matured loan notes.
Where loan notes are subject to future service conditions, they are accrued as an employee expense over the relevant service
period. At the end of the service period they are recognised as financial instruments. The nominal value of loan notes subject to
future service is included in the maturity analysis above but is not included in the Group’s financial liabilities. The accrual in respect
of these items was £nil at 28 February 2023 (2022: £0.5 million).
Renegotiation of amounts payable to management sellers in the prior year
On 3 June 2021 the Group reached an agreement with two of Braemar Naves’ managing directors, Axel Siepmann and Mark
Kuchenbecker, and their connected parties, to restructure certain convertible loan notes owed by the Group. These loan
notes arose on variable consideration for post-acquisition services arising from the 2017 Naves acquisition. At the time of the
renegotiation there were no contingencies or further service obligations outstanding in respect of any of these amounts.
A total of £2.5 million (€2.9 million) which was previously due to mature before the end of December 2022 was deferred to mature
no earlier than September 2025. In addition, a further amount of £0.7 million (€0.75 million) was agreed to be satisfied by the
issue of Braemar shares in three tranches. The first two tranches, totalling £0.6 million (€0.6 million) were issued in September and
December 2021 with the remaining tranche of £0.1 million (€0.1 million) issued in December 2022. As part of the modification the
Group also agreed to increase the interest rate on certain convertible loan notes, to the extent that they are still outstanding, to 5%
per annum from September 2025 from the 3% payable until that date.
In the prior year a credit of £0.2 million was recognised in respect of the accounting for the modification and classified in finance
income under specific items in the Income Statement. See Note 10.
Braemar Plc Annual Report and Accounts 2023
154
28 Provisions
Dilapidations
£’000
Uncertain
commission
obligation
£’000
Other
£’000
Total
£’000
At 28 February 2021 675 322 997
Provided in the year 7 279 286
At 28 February 2022 682 601 1,283
Reclassification 18 1,707 (346) 1,379
Provided in the year 257 462 719
Utilised in the year (15) (15)
Reversal of provision in the year (124) (124)
Exchange diExchange differences 16 51 67
At 28 February 2023 592 1,964 753 3,309
Current 122 1,964 489 2,575
Non-current 470 264 734
At 28 February 2023 592 1,964 753 3,309
Dilapidations relate to future obligations to make good certain oce prtain office premises upon expiration of the lease term. The provision is
calculated with reference to the location and square footage of the oceffice.
Employee entitlements of £0.5 million is included in other, which relate to statutory long service leave in Braemar ACM Shipbroking
Pty Limited. This is based on the principle that each Australian employee is entitled to eight weeks of leave over and above
any annual leave on completion of ten years’ continuous service. The provision is calculated with reference to the number of
employees who have at least seven years of continuous service.
In June 2023 the board commissioned an independent internal investigation into an historical transaction originating in 2013. The
investigation was overseen by an Investigation Commiee chairestigation Committee chaired by the Group’s non-executive Chairman and was conducted by
an independent specialist forensic accounting firm, and independent external counsel. The investigation was comprehensive and
complex and ultimately encompassed several transactions between 2006 and 2013 which required further investigation.
As a result of the investigation, the Group has recognised a provision of £2.0 million in relation to the uncertain obligations
connected to a number of the transactions and commission obligations identified as part of the investigation. Of the £2.0 million,
£1.7 million relates to an historical unseled commission payttled commission payable which was recorded in 2017 upon completion of the relevant
contracts which originated in 2013. This balance has been reclassified from trade payables to provisions during the year. While
the board cannot forecast with certainty final outcomes in respect of these obligations, based on the Group’s current information,
the amount recognised is the current best estimate of the amount required to sele the obligations at the balance shttle the obligations at the balance sheet date,
taking into account the risks and uncertainties surrounding the obligations, including interpretation of specific laws and likelihood
ofselement. of settlement.
As the ultimate potential obligations and outcomes are uncertain in relation to the transactions subject to the internal investigation,
there remains a risk that the final outcomes could materially impact the recognised balance within the next or in future financial
years. It is impracticable to provide sensitivity estimates of potential downside variances at this time.
29 Retirement benefit schemes
The Group operates a defined benefit scheme in the UK. A full actuarial valuation was carried out as at 31 March 2020 and
updated by the IAS 19 valuation as at 28 February 2023. All valuations have been carried out by a qualified independent actuary.
The Group’s obligations in respect of the funded defined benefit scheme at 28 February 2023 were as follows:
2023
£’000
2022
£’000
Present value of funded obligations 10,558 15,156
Fair value of scheme assets, net of tax (11,678) (13,104)
Total (surplus)/deficit of defined benefit pension scheme (1,120) 2,052
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
155
Strategic Report Governance Financial Statements
Funded defined benefit scheme
The Group sponsors a funded defined benefit scheme (the ACM Sta Pension SchCM Staff Pension Scheme) for qualifying UK employees. The
Scheme is administered by a separate board of Trustees which is legally separate from the Group. The Trustees are composed
of representatives of both the employer and employees. The Trustees are required by law to act in the interest of all relevant
beneficiaries and are responsible for the investment policy with regard to the trust assets and the day-to-day administration
ofbenefitsof benefits.
Under the Scheme, employees are entitled to annual pensions on retirement at age 60 of 1/60th of final pensionable salary for
each year of service. Pensionable salary is defined as basic salary plus the average of the previous three years’ bonuses (capped
at three times basic salary). Pensionable salaries for members who joined aer 1 June 1989 aro joined after 1 June 1989 are also subject to an earnings cap.
Other benefits are payable, for example those provided on death.
The scheme is closed to future accrual and from 1 February 2016, post-retirement benefits are provided to these employees
through a separate defined contribution arrangement.
Profile of the Scheme
The defined benefit obligation includes benefits for current employees, former employees, and current pensioners. Broadly,
around 51% of the liabilities are aributable to defe attributable to deferred pensions for current and former employees, with the remaining 49% to
currentpensionersent pensioners.
The Scheme duration is an indicator of the weighted average time until benefit payments are made. For the Scheme as a whole,
the duration is around 15.3 years.
Funding implications
UK legislation requires that pension schemes are funded prudently. The most recent funding valuation of the Scheme was
carried out by a qualified actuary as at 31 March 2020 and showed a deficit of £1.5 million. As a result, the Company has made
contributions of £450,000 p.a. between April 2020 and March 2023. Contributions to the Scheme have ceased since March 2023.
Risks associated with the Scheme
The Scheme exposes the Group to a number of risks, the most significant of which are:
Asset volatility
The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, this
will create a deficit. The Scheme holds a significant proportion of growth assets which, though expected to outperform corporate
bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored to ensure it remains
appropriate given the Scheme’s long-term objectives.
Changes in bond yields
An increase in corporate bond yields will decrease the value placed on the Scheme’s liabilities for accounting purposes, although
this will be partially oset by a Decrthis will be partially offset by a Decrease in the value of the Scheme’s bond holdings.
Inflation risk
A proportion of the Scheme’s benefit obligations are linked to inflation and higher inflation will lead to higher liabilities (although, in
most cases, caps on the level of inflationary increases are in place to protect against extreme inflation). The majority of the assets
are either unae either unaffected by or only loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.
Life expectancy
The majority of the Scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result
in an increase in scheme liabilities.
The Company and Trustees have agreed a long-term strategy for reducing investment risk as and when appropriate. This includes
moving assets to match pensioner liabilities when members reach retirement.
The Trustees insure certain benefits payable on death before retirement.
Braemar Plc Annual Report and Accounts 2023
156
29 Retirement benefit schemes continued
Risks associated with the Scheme continued
Life expectancy continued
The principal assumptions used for updating the latest valuation of the Scheme were:
2023
(% p.a.)
2022
(% p.a.)
Discount rate 4.90 2.65
CPI inflation 3.0 3.1
Pension increases:
CPI capped at 2.5% p.a. 2.0 2.1
CPI capped at 5.0% p.a. 3.0 3.2
Deferred pension increases:
CPI capped at 2.5% p.a. 2.0 2.1
CPI capped at 5.0% p.a. 3.0 3.2
2023
Years
2022
Years
Life expectancy from age 60 for:
Current 60-year-old male 25.1 27.5
Current 60-year-old female 27.7 28.7
Pre-retirement mortality
Post-retirement mortality S2 PXA, CMI 2021 (min 1.25%)
Early retirement 33% of members retire at age 55, with the remainder retiring at age 60
Withdrawals from active service No allowance
Cash commutation 25% of the member’s pension is commuted
Under early retirement it is assumed that 33% of members will retire at age 55, with the remainder retiring at age 60.
The Scheme’s assets are split by type of asset in the following table.
Scheme assets
2023
£’000
2022
£’000
Scheme assets are comprised as follows:
UK equities 434 366
Overseas equities 4,374 4,391
Unquoted equities 78 57
Absolute return 315
High yield debt 1,019 325
Cash 707 322
Inflation-linked bonds 1,022 4,354
Corporate bonds 1,883 1,547
Government bonds 1,303 234
Other 1,462 1,193
Total 12,282 13,104
The Pension Scheme assets do not include any ordinary shares issued by the Company. All assets are held through pooled
investment vehicles.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
157
Strategic Report Governance Financial Statements
Expense recognised in the Income Statement (included in operating costs)
2023
£’000
2022
£’000
Current service cost
Curtailment credit
Interest cost on net asset/liability 54 73
Expense recognised in Income Statement 54 73
Remeasurements in other comprehensive expense:
Loss/(gain) on assets in excess of that recognised in net interest 1,061 (316)
Actuarial gains due to changes in financial assumptions (4,594) (2,174)
Actuarial gains due to changes in demographic assumptions (220) (268)
Actuarial losses due to liability experience 374 1,368
Deferred tax charge 414 72
Expected tax charge on recovery of assets 604
(Gain)/loss recognised in other comprehensive income (2,361) (1,318)
Total amount recognised in Income Statement and other comprehensive expense (2,307) (1,245)
Changes to the present value of the defined benefit obligation are analysed as follows:
2023
£’000
2022
£’000
Opening defined benefit obligation 15,156 16,174
Interest expense 402 307
Actuarial losses due to changes in financial assumptions (4,594) (2,174)
Actuarial losses due to changes in demographic assumptions (220) (268)
Actuarial gains due to liability experience 374 1,368
Net benefit payments from scheme (560) (251)
Closing value at 28 February 10,558 15,156
Changes in the fair value of plan assets are analysed as follows:
2023
£’000
2022
£’000
Opening fair value at 1 March 13,104 12,355
Interest income 348 235
Fair value (losses)/gains on assets (1,061) 316
Contributions by employers 450 450
Net benefit payments from scheme (559) (252)
Expected tax charge on recovery of assets (604)
Closing value at 28 February 11,678 13,104
The Group does not expect to make any contributions to the scheme in the next 12 months (2022: £412,500).
Actual return on Scheme assets
2023
£’000
2022
£’000
Interest income on plan assets 348 235
Remeasurement (loss)/gain on assets (1,061) 316
Actual return on assets (713) 551
Braemar Plc Annual Report and Accounts 2023
158
29 Retirement benefit schemes continued
Risks associated with the Scheme continued
Sensitivity analysis
The table below illustrates the sensitivity of the Scheme liabilities at 28 February 2023 to changes in the principal assumptions. The
sensitivities assume that all other assumptions remain unchanged and the calculations are approximate (full calculations could lead
to a dito a different result).
Change in assumption
Approximate
increase in
liabilities
%
Approximate
increase in
liabilities
£’000
Interest rate reduced by 0.5% p.a. 11.2 1,180
Inflation assumption increased by 0.5% p.a.* 7.2 760
Increase in life expectancy of one year for all members reaching 60 2.2 230
* The inflation assumption sensitivity applies to both the assumed rate of increase in the CPI and the RPI, and includes the impact on the rate of increases to
pensions, both before and aer red after retirement.
Defined contribution schemes
There are a number of defined contribution schemes in the Group, the principal scheme being the Braemar Pension Scheme,
which is open to all UK employees. Cash contributions paid into the defined contribution schemes are accounted for as an Income
Statement expense as they are incurred. The total charge for the year in respect of this and other defined contribution schemes
amounted to £1,811,000 (2022: £1,613,000) of which £1,811,000 (2022: £915,000) was in respect of continuing operations.
No contributions were due to these schemes at 28 February 2023 (2022: £99,000).
The assets of these schemes are held separately from those of the Group in funds under the control of the Trustees.
30 Share capital
Ordinary shares Ordinary shares
2023
Number
2022
Number
2023
£’000
2022
£’000
a) Authorised
Ordinary shares of 10 pence each 34,903,000 34,903,000 3,490 3,490
Ordinary shares Ordinary shares Share premium
2023
Number
2022
Number
2023
£’000
2022
£’000
2023
£’000
2022
£’000
b) Issued
Fully paid ordinary shares of 10 pence
each
As at start of year 32,200,279 31,731,218 3,221 3,174 53,030 52,510
Shares issued and fully paid (see below) 724,598 469,061 71 47 766 520
As at end of year 32,924,877 32,200,279 3,292 3,221 53,796 53,030
During the year, in connection with seing up a br, in connection with setting up a broker team in Madrid, 253,434 shares were issued to certain employees as a
joining incentive; and 37,636 shares were issued to sele part of the defttle part of the deferred consideration payable in respect of the acquisition
of Naves.
During the year ended 28 February 2023, no shares were issued as part of the restricted share plan scheme, nor the long-term
incentive programme (2022: no shares were issued at nil cost). 433,528 shares were issued in the year as part of the Save As You
Earn (“SAYE”) Scheme (2022: no shares were issued), for which cash totalling £694,000 was received on exercise.
No shares remained unpaid at 28 February 2023 or 28 February 2022.
The Company has one class of ordinary shares which carry no right to fixed income.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
159
Strategic Report Governance Financial Statements
c) Share-based payments
The Company operates a variety of share-based payment schemes which are listed below.
i) Share options
Details of the share options in issue and the movements in the year are given below:
Share scheme
Year option
granted
Number at 1
March 2022 Granted Exercised Lapsed
Number at
28 February
2023
Exercise price
(pence)
Exercisable
between
SAYE 2019 4 37,422 (433,528) (3,894) 160.0 2022–2023
The weighted average share price on exercise for awards exercised during the year was £2.82 (2022: n/a).
These options are valued using a binomial pricing model. The value of the awards was expensed over the period from the date of
grant to the vesting date.
The number of outstanding share options as at 1 March 2022 has been updated from the previously reported figure at 28 February
2022 of 413,771. During the year, 433,528 options were exercised (2022: no options exercised).
ii) Deferred Bonus Plan
Details of the share awards in issue and the movements in the year are given below:
Share scheme
Number at
1 March
2022 Granted Exercised Forfeited
Number at
28 February
2023
Exercise price
(pence) Exercisable
Jun-19 1,512,351 (1,422,155) (90,196) nil Jun-22
Jul-20 3,030,763 (18,160) (179,536) 2,833,067 nil Jul-23
Nov-20 341,905 (15,000) (10,930) 315,975 nil Nov-23
Jun-21 1,212,193 (40,142) 1,172,051 nil Jun-24
Nov-21 239,415 239,415 nil Nov-24
Sep-22 967,737 (33,043) 934,694 nil Jun-25
Jan-23 400,679 400,679 nil Jun-25
Feb-23 137,132 137,132 nil Jun-25
Deferred Bonus Plan 6,336,627 1,505,548 (1,455,315) (353,847) 6,033,013
The weighted average share price on exercise for awards exercised during the year was £3.32 (2022: £2.77). The weighted average
share price at grant date for awards granted during the year was £2.98 (2022: £3.03). The fair value of the award is estimated
based on the share price at the time of grant less the expected dividend to be paid during the vesting period.
Under both the Plan and the New DBP, sucient shar, sufficient shares to satisfy each award are bought over the course of the vesting
period, and held in an employee trust (“ESOP”) until vesting. As at 28 February 2023, the ESOP held 3,587,130 ordinary shares
(2022:2,(2022: 2,669,603). The ESOP holding is in line with expectations of how many shares will be needed to satisfy the current awards
under this scheme. This amount is net of expected lapses in the scheme and the fact that recipients typically forego sucient ego sufficient
shares in order to satisfy the associated tax liability that arises on their vesting.
The number of outstanding share awards at 1 March 2022 has been updated from the previously reported figures at 28 February
2022 of 33,387 for Jun-18 (to nil), 1,606,422 for Jun-19, 3,167,855 for Jul-20, 315,975 for Nov-20, 1,328,536 for Jun-21 and nil for Nov-21.
iii) Restricted Share Plan
During the year ended 28 February 2015 the Company issued 1,409,000 RSP awards, of which 50% will vest ads, of which 50% will vest after three years and
25% aer each o25% after each of the fourth and fih years prourth and fifth years provided the individuals remain employed by the Group.
During the year ended 29 February 2016 a further 315,000 RSP awards were granted, of which 50% will vest aer threst after three years and
25% aer each o25% after each of the fourth and fih years prourth and fifth years provided the individuals remain employed by the Group.
During the year ended 28 February 2019 a further 144,000 RSP awards were granted, of which 100% will vest aer threst after three years
provided the individuals remain employed by the Group.
During the year ended 28 February 2022 a further 13,000 RSP awards were granted, of which 100% will vest af which 100% will vest after seven months
provided the individuals remain employed by the Group.
Braemar Plc Annual Report and Accounts 2023
160
30 Share capital continued
c) Share-based payments continued
iii) Restricted Share Plan continued
Details of the RSP share awards in issue and the movements in the year are given below:
Share scheme
Number at
1 March
2022 Granted Exercised Lapsed
Number at
28 February
2023 Exercisable between
July 2014 13,750 13,750 Jul 17 – Jul 24
August 2015 12,500 12,500 Aug 18 – Aug 25
November 2020 144,000 (144,000) Feb 22 – Feb 29
November 2021 13,000 (13,000) Feb 22 – Feb 29
Restricted Share Plan 183,250 (157,000) 26,250
The number of outstanding share awards at 1 March 2022 has been updated from the previously reported figures at 28Fes at 28 February2022ebruary 2022
of 36,320 for July 2018 (to nil) and nil for November 2021.
The weighted average share price on exercise for awards exercised during the year was £3.32 (2022: £2.81).
The fair value of the nil cost options is approximated to the share price at the time of grant less the expected dividend to be paid
during the vesting period.
The value of the awards are expensed over the period from the date of grant to the vesting date or if used as a recruitment
incentive, from the date of joining to the vesting date. The awards are satisfied by the issue of new shares.
iv) Long-Term Incentive Plan (“LTIP”)
The Company also has LTIP awards, which allow for the form of a conditional right to receive shares at nil cost. The awards
normally vest over three years and are subject to various performance conditions based on earnings per share (“EPS”) or
segmental operating profit.
In June 2018, awards of 527,464 shares were made to one executive director and three senior members of management.
In June 2019, awards of 394,735 shares were made to one executive director and three senior members of management.
In June 2020, awards of 506,250 shares were made to one executive director and three senior members of management.
In June 2021, awards of 437,116 shares were made to two executive directors and one senior member of management.
In February 2023, awards of 624,174 shares were made to two executive directors and four senior members of management.
Details of the LTIP share awards in issue and the movements in the year are given below:
Share scheme
Number at
1 March
2022 Granted Exercised Lapsed Forfeited
Number at
28 February
2023 Exercisable between
LTIP 2018 33,294 33,294 May 23 – Oct 28
LTIP 2019 331,578 (86,620) (42,105) 202,853 Jul 24 – Jul 29
LTIP 2020 431,250 (56,250) 375,000 Jul 25 – Jul 30
LTIP 2021 4 37,166 (47,787) 389,379 Jun 26 – Jun 31
LTIP 2023 624,174 624,174 Jul 27 – Jul 32
Long-Term Incentive
Plan 1,233,288 624,174 (86,620) (146,142) 1,624,700
The weighted average share price at grant date for awards granted during the year was £3.14.
The fair value of the LTIP 2021 award which has a TSR based vesting condition has been calculated using a Monte Carlo simulation.
The fair value of the other LTIPs is determined based on the share price at the time of grant less the expected dividend to be paid
during the vesting period calculated using the market consensus dividend yield.
The value of the awards is recognised as an expense over the period from the date of grant to the vesting date. The awards are
satisfied by the issue of new shares.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
161
Strategic Report Governance Financial Statements
v) Other share-based payments
On 5 December 2022, 253,434 shares were awarded as a joining incentive to certain employees of Madrid Shipping Advisors SL
and on 16 December 2022, 1,016,121 shares were issued to the former owners of Southport, as part of the acquisition. In addition,
onthe acquisition of Southport, a further 872,on the acquisition of Southport, a further 872,821 shares were awarded to key employees of Southport. The fair value of the awards
is determined based on the share price at the time of grant less the expected dividend to be paid during the three-year vesting
period calculated using the market consensus dividend yield. For further details, see Note 14 Business combinations.
The value of the awards is recognised as an expense over the period from the date of grant to the vesting date. The awards will be
satisfied by the issue of new shares.
Share award
Number at
1 March
2022 Granted Exercised Lapsed Forfeited
Number at
28 February
2023 Vesting
Southport Maritime Inc. 1,888,942 1,888,942 Dec 25
Madrid Shipping
Advisors SL 253,434 253,434 Dec 23 – Dec 25
31 ESOP reserve
An Employee Share Ownership Plan (“ESOP”) was established on 23 January 1995. The ESOP has been set up to purchase
shares in the Company. These shares, once purchased, are held in trust by the Trustee of the ESOP, SG Kleinwort Hambros Trust
Company (CI) Limited, for the benefit of the employees. Additionally, an Employee Benefit Trust (“EBT”) previously run by ACM
Shipping Group plc also holds shares in the Company. The ESOP and EBT are accounted for within the Company accounts.
The ESOP reserve represents a deduction from shareholders’ funds and a reduction in distributable reserves. The deduction equals
the net purchase cost of the shares held in trust by the ESOP. Shares allocated by the ESOP to satisfy share awards issued by the
Group are released at cost on a First in First Out basis.
Group and Company £’000
At 29 February 2021 1,362
New shares fully paid up and issued to the ESOP 25
Shares acquired by the ESOP 7,04 3
ESOP shares allocated (1,659)
At 28 February 2022 6,771
Shares acquired by the ESOP 7,963
ESOP shares allocated (4,127)
At 28 February 2023 10,607
As at 28 February 2023, the ESOP held 3,579,630 (2022: 2,669,837) ordinary shares of 10 pence each. The funding of the purchase
has been provided by the Company in the form of a gi and the Torm of a gift and the Trustees have contracted with the Company to waive the ESOP’s
right to receive dividends. The fees charged by the Trustees for the operation of the ESOP are paid by the Company and charged
to the Income Statement as they fall due.
As part of the acquisition of ACM Shipping Group plc in July 2014, the Company issued 125,621 shares into an Employee Benefit
Trust (“EBT”) previously run by ACM Shipping Group plc. As at 28 February 2023, the EBT held 62,290 (2022: 62,290) ordinary
shares of 10 pence each.
The total cost to the Company of shares and cash held in the ESOP and EBT at 28 February 2023 was £10,606,000 (2022:£6000 (2022: £6,771,000)
including stamp duty associated with the purchase. The shares owned by the ESOP and EBT had a marketvT had a market value at 28 February 2023
of £10,948,000 (2022: £6,420,395). The distribution of these shares is determined by the Remuneration Commieeation Committee.
1,877,473 shares (2022: 596,398) have been released to employees during the year. The shares acquired by the ESOP had an
aggregate cost of £8.0 million.
Braemar Plc Annual Report and Accounts 2023
162
32 Other reserves
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Foreign
currency
translation
reserve
£’000
Hedging
reserve
£’000
Total
£’000
At 1 March 2021 396 24,641 1,622 1,435 28,094
Prior period adjustment (994) (994)
396 24,641 628 1,435 27,1 00
Cash flow hedges:
– Transfer to income statement (1,613) (1,613)
– Fair value losses in the period (869) (869)
Exchange diExchange differences 998 998
Deferred tax on items taken to equity 514 514
At 28 February 2022 396 24,641 1,626 (533) 26,130
Cash flow hedges:
– Transfer to income statement 4,826 4,826
– Fair value gain/losses in the period (4,438) (4,438)
Investment hedge (124) (124)
Exchange diExchange differences 2,522 2,522
Deferred tax on items taken to equity (97) (97)
At 28 February 2023 396 24,641 4,024 (242) 28,819
The capital redemption reserve arose on previous share buy-backs by the Company.
The merger reserve arises on transactions where the Company issues shares pursuant to an arrangement to acquire more than
a 90% interest in another company and no share premium is recorded. The merger reserve arose principally in 2001 in relation to
the acquisitions of Braemar Shipbrokers Limited and Braemar Tankers Limited. Further additions have arisen in respect of Naves
and Atlantic Brokers. The amounts in the merger reserve are unrealised profits relating to the corresponding assets acquired by the
Company on the issue of shares. These profits may become realised on the disposal or write down of these assets.
The hedging reserve comprises the eeserve comprises the effective portion of the cumulative net change in fair value of cash flow hedging instruments
relating to hedged transactions that have not yet occurred of £321,000 liability (2022: £710,000 liability). A decrease of £97,000 in
the deferred tax asset (2022: £514,000 increase) is aribut000 increase) is attributable to these transactions.
The Group defers the time value of option contracts in the costs of hedging reserve.
33 Contingent liabilities
The Group has contingent liabilities in respect of guarantees entered into in the normal course of business given as follows:
2023
£’000
2022
£’000
Bank guarantees given to:
Third parties (non-cash collateralised) 324 837
Total 324 837
The Company and certain of its subsidiaries have provided cross guarantees and fixed and floating rate charges over their assets
to secure their borrowing facilities and other financial instruments (see Note 24).
From time to time the Group may be engaged in litigation in the ordinary course of business. The Group carries professional
indemnity insurance. There are currently no liabilities expected to have a material adverse financial impact on the Group’s
consolidated results or net assets.
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
163
Strategic Report Governance Financial Statements
34 Related party transactions
During the period the Group entered into the following transactions with joint ventures and investments:
Group
2023 2022
Recharges
to/(from)
£’000
Dividends
£’000
Balance due
(to)/ from
£’000
Recharges
to/(from)
£’000
Dividends
£’000
Balance due
(to)/ from
£’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 £3,750.
The balance due from AqualisBraemar LOC ASA is unsecured, interest-free and immediately repayable.
Key management compensation is disclosed in Note 6.
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.
Subsidiaries
Direct holdings of the Company as at 28 February 2023:
Incorporated in England & Wales
One Strand, Trafalgar Square, London WC2N 5HR Principal activity Registration number
Braemar Shipping Group Limited* Holding company 05990315
Braemar Securities Holdings Limited* Holding company 10010995
Braemar Financial Holdings Limited* Holding company 10917096
Braemar Shipbrokers Limited* Shipbroking 01674710
Seascope Capital Services Limited* Non-trading 03592796
Braemar Shipping Services Limited Dormant 02360525
Braemar Developments Limited* Dormant 02186790
Braemar Tankers Limited Dormant 02001027
Incorporated in the US
2800 North Loop West, Suite 900, Houston, Texas 77092, US Principal activity Registration number
Braemar Holdings (USA) Inc Holding company FEIN 81-1568938
2401 PGA Boulevard, Suite 236, Palm Beach Gardens, Florida 33410 US Principal activity Registration number
Southport Maritime Inc Shipbroking 65-0342509
Incorporated in Spain
Madrid, ctra. Humera 43, 6, Spain Principal activity Registration number
Madrid Shipping Advisors S.L. Shipbroking B10866028
Braemar Plc Annual Report and Accounts 2023
164
34 Related party transactions continued
Subsidiaries continued
Indirect holdings of the Company as at 28 February 2023:
Incorporated in England & Wales
One Strand, Trafalgar Square, London WC2N 5HR Principal activity Registration number
Braemar Shipbroking Group Limited* Holding company 01611096
Braemar Shipbroking Limited Shipbroking 01020997
Braemar Shipbroking (Dry Cargo) Limited* Shipbroking 07223509
A.C.M. Shipping USA Limited* Shipbroking 08391132
Braemar Valuations Limited* Valuations 03439765
Braemar Securities Limited Futures broker 07899358
Braemar Corporate Finance Limited* Corporate finance 02710842
ACM Shipping CIS Limited Dormant 06934055
Braemar Maritime Limited* Non-trading 03321899
Braemar Burness Maritime Limited* Non-trading 03674230
Burness Marine (Gas) Limited* Non-trading 01081837
Braemar Pension Trustees Limited Dormant 05502209
Incorporated in Germany
Domstrasse 17, 20095 Hamburg, Germany Principal activity Registration number
Braemar Corporate Finance GmbH Corporate finance HRB 114161
Braemar Financial Holdings Germany GmbH Holding company HRB 146089
Incorporated in United Arab Emirates
One JLT 06-55 One JLT, Plot No. Dmcc-Ez1-1ab, Jumeirah Lakes Towers,
Dubai, UAE Principal activity Registration number
Braemar ACM Shipbroking DMCC Shipbroking DMCC-749556
Incorporated in the US
2800 North Loop West, Suite 900, Houston, Texas 77092, US Principal activity Registration number
Braemar ACM Shipbroking (USA) Inc Shipbroking 46-2641490
Braemar Technical Services (USA) Inc Energy loss adjuster 76-0036958
24 Grassy Plain Street – Ste 4, Bethel, CT 06801-1700 US Principal activity Registration number
Braemar ACM Shipbroking LLP Shipbroking 1099337
Incorporated in Singapore
80 Robinson Rd, #24-01/02, Singapore 068898 Principal activity Registration number
Braemar Shipbroking Pte Limited Shipbroking 200602547M
Braemar Corporate Finance Pte Limited Corporate finance 201834760K
Incorporated in Australia
Level 3, 70 City Road, South Bank, Melbourne, Victoria 3006, Australia Principal activity Registration number
Braemar ACM Shipbroking Pty Limited Shipbroking ACN 000862 993
ABN 35 000 862 993
Incorporated in other overseas countries
Piazza 2 Giugno No 14, 54033 Carrara, Italy Principal activity Registration number
Braemar Seascope Italia SRL Shipbroking 01268770458
Notes to the Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
165
Strategic Report Governance Financial Statements
Suite 2009, Building C Luneng International Center,
No.211, GuoYoa Road, Pudong District, Shanghai, 200126, China Principal activity Registration number
Braemar Seascope (Shanghai) Limited Shipbroking 913100005588064761
2nd Floor, Building No. 22, Pushp Vihar, Commercial Complex,
Madangir, New Delhi – 110 062, India Principal activity Registration number
Braemar ACM Shipbroking India Private Limited (49.9% owned) Shipbroking U63090DL2003PTC120247
Oce No. 1004Office No. 1004, 10th Floor, Dalamal House, 206-Jamanalal Bajaj Road, Nariman
Point, Mumbai-400021, India Principal activity Registration number
ACM Shipping India Limited Dormant U93090MH2006FLC164019
Subsidiaries marked with an asterisk (*) are exempt from the requirements of the Companies Act 2006 relating to the audit of
individual accounts by virtue of section 479A of the Companies Act 2006 for the financial year ended 28 February 2023. The
Company has provided a guarantee of all outstanding liabilities to which these subsidiaries were subject as at 28 February 2023
inaccorin accordance with section 479C of the Companies Act 2006.
35 Prior period adjustment
During the preparation of the 2023 Financial Statements, errors in consolidation entries from prior years were identified. These
errors date back to before 2021 and were not fully corrected as part of the prior year adjustments in the Financial Statements
for the year-ended 28 February 2022. Therefore, the Group has provided a restated Balance Sheet as at 28 February 2022 and 1
March 2021 in accordance with IAS 8. Principally, there were two errors identified: i) A consolidation error in relation to the sale of
the Group’s Technical Division in 2019 resulted in the overstatement of other receivables, and retained earnings as at 1 March 2021
and 28 February 2022 of £1.1 million; ii) An error in the elimination of intercompany balances principally related to postings required
in respect of the Naves transaction and associated liabilities resulted in the overstatement of other receivables and understatement
of other payables. The eyables. The effect of the restatement on the 2022 Balance Sheet is to decrease trade and other receivables by
£1.9 million, increase trade and other payables by £0.5 million, decrease retained earnings by £1.4 million and foreign exchange
reserve by £1.0 million. The eect o0 million. The effect of the restatement at 1 March 2021 is to decrease trade and other receivables by £0.2 million,
increase trade and other payables by £2.2 million and decrease retained earnings by £1.4 million and foreign exchange reserve
by£1.by £1.0million.0 million.
The overall eall effect of the restatement on the 2022 Balance Sheet is to decrease trade and other receivables by £3.0 million and
increase trade and payables by £0.6 million, with an overall reduction in retained earnings of £2.6 million and foreign exchange
reserve of £1.0 million. The overall eect of thall effect of the restatement at 1 March 2021 is to decrease trade and other receivables by
£1.4million and incr4 million and increase trade and other payables by £2.2 million, with an overall reduction in retained earnings of £2.6 million
andfand foreign exchange reserve of £1.0 million. The impact on the Consolidated Cash Flow Statement for the year to February 2022
is to decrease the movement in receivables by £1.6 million with a corresponding decrease to the movement in payables balances
and does not impact any actual cash movements.
36 Events aes after the reporting date
In June 2023 Braemar Plc completed a capital reduction in relation to its share premium and merger reserves. For further details
see ‘Note 12 Dividends’. There were no other adjusting or significant non-adjusting events between the reporting date and the
datethese Finandate these Financial Statements were authorised.
Braemar Plc Annual Report and Accounts 2023
166
Company Balance Sheet
As at 28 February 2023
Note
As at
28 Feb 2023
£’000
As at
28 Feb 2022
£’000
Assets
Non-current assets
Intangible assets 5 422 627
Property, plant and equipment 6 2,004 3,891
Investments 8 119,539 108,389
Deferred tax assets 10 844 179
Other long-term receivables 11 13,732 38,775
136,541 151,861
Current assets
Other receivables 12 8,442 10,800
Derivative financial instruments 16 1,183
Cash and cash equivalents 13 2,174 700
11,799 11,500
Total assets 148,340 163,361
Liabilities
Current liabilities
Other payables 14 60,010 45,298
Convertible loan notes 16 703 1,416
Derivative liabilities 16 42
60,755 46,714
Non-current liabilities
Other payables 14 868 570
Long-term borrowings 15 28,744 27,305
Convertible loan notes 16 2,899 3,271
Derivative liabilities 16 554 85
Provisions 17 417 541
33,482 31,772
Total liabilities 94,237 78,486
Total assets less total liabilities 54,103 84,875
Equity
Share capital 18 3,292 3,221
Share premium 18 53,796 53,030
ESOP reserve 19 (10,607) (6,771)
Other reserves 20 23,762 23,762
Retained (deficit)/earnings (16,140) 11,633
Total equity 54,103 84,875
In accordance with the exemptions allowed by Section 408 of the Companies Act 2006, the Company has not presented its own
profit and loss account. A loss of £25,694,000 (2022: profit of £15,220,000) has been dealt with in the Financial Statements of
theCompany.
The accompanying notes on pages 168 to 179 form an integral part of these Financial Statements.
The Financial Statements of Braemar Plc on pages 166 to 179 were approved by the board of directors on 15 November 2023 and
were signed on its behalf by:
James Gundy Grant Foley
Group Chief Executive Ocer Group Chief Financial Ocer Registered number: 02286034
Braemar Plc Annual Report and Accounts 2023
167
Strategic Report Governance Financial Statements
Company Statement of Changes in Total Equity
For the year ended 28 February 2023
Note
Share
capital
£’000
Share
premium
£’000
ESOP
reserve
£’000
Other
reserves
£’000
Retained
earnings/
(deficit)
£’000
Total
equity
£’000
At 1 March 2021 3,174 52,510 (1,362) 23,762 (2,713) 75,371
Profit for the year 15,220 15,220
Dividends paid (2,109) (2,109)
Issue of shares 47 520 (25) 542
Own shares acquired ( 7,04 3) ( 7,04 3)
Issue of shares held by ESOP 1,659 (1,659)
Share-based payments 2,894 2,894
At 28 February 2022 3,221 53,030 (6,771) 23,762 11,633 84,875
Loss for the year (25,694) (25,694)
Dividends paid 4 (3,190) (3,190)
Issue of shares 18 71 766 837
Own shares acquired 19 (7,963) (7,963)
Issue of shares held by ESOP 19 4,127 (3,650) 477
Share-based payments 4,520 4,520
Deferred tax credit on share awards 241 241
At 28 February 2023 3,292 53,796 (10,607) 23,762 (16,140) 54,103
The accompanying notes on pages 168 to 179 form an integral part of these Financial Statements.
Braemar Plc Annual Report and Accounts 2023
168
General information
The separate Financial Statements of Braemar Plc (previously Braemar Shipping Services Plc) for the year ended 28 February 2023
were authorised for issue in accordance with a resolution of the directors on 15 November 2023. Braemar Plc is a public limited
company incorporated in England and Wales, and its principal activity is a holding company for the shipbroking business.
The term “Company” refers to Braemar Plc.
1 Significant accounting policies
a. Basis of preparation
The Company Financial Statements have been prepared in accordance with United Kingdom Generally Accepted Practice,
including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting
Practice). No Income Statement is presented for Braemar Plc as provided by Section 408 of the Companies Act 2006.
The Financial Statements have been prepared under the historic cost convention except for items measured at fair value as set
out in the accounting policies below and have been prepared on a going concern basis.
The Company Financial Statements are presented in sterling and all values are rounded to the nearest thousand sterling (£’000)
except where otherwise indicated.
FRS 101
The Financial Statements of the Company have been prepared in accordance with FRS 101 Reduced Disclosure Framework. The
Company has applied the exemptions available under FRS 101 in respect of the following disclosures:
cash flow statement and related notes;
comparative period reconciliations for share capital;
disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of capital management;
the eects of new but not yet eective IFRSs; and
disclosures in respect of the compensation of key management personnel.
As the Consolidated Financial Statements of the Group on pages 98 to 165 include the equivalent disclosures, the Company has
also taken the exemptions under FRS 101 available in respect of the following disclosures:
IFRS 2 “Share-based Payment” in respect of Group-seled share-based payments;
certain disclosures required by IFRS 13 “Fair Value Measurement” and the disclosures required by IFRS 7 “Financial Instrument
Disclosures”; and
the requirements in IAS 24 “Related Party Disclosures” to disclose related party transactions entered into between two ormore
members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such amember, and
the exemption to disclose key management compensation.
b. Going concern
The Company Financial Statements have been prepared on a going concern basis. In reaching this conclusion regarding the going
concern assumption, the directors considered cash flow forecasts for a period of greater than 12 months from the date of signing
of these Financial Statements. The going concern assumption for the Company is considered together with the going concern
assumption for the Group; see Note 1 in the Consolidated Financial Statements for more detail.
c. Use of estimates and critical judgements
The preparation of the Company’s Financial Statements requires management to make judgements, estimates and assumptions
that aect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the
reporting date. Estimates and judgements are continually evaluated based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may
dier from these estimates and assumptions.
The following are key areas where the Company makes significant estimates and judgements:
Judgements relating to estimates
Estimates regarding (i) the fair value of contingent consideration receivable and (ii) share option vesting are described in the Notes
to the Consolidated Financial Statements on pages 104 to 165.
Preference share assets
The Company holds investments in preference shares issued by a subsidiary at fair value through profit and loss. The preference
shares are not traded in any market and there are no similar assets in quoted markets. Therefore, the Company performs a
valuation based on the present value of future cashflows using unobservable (“Level 3”) inputs.
Notes to the Company Financial Statements
Braemar Plc Annual Report and Accounts 2023
169
Strategic Report Governance Financial Statements
The Company develops unobservable inputs using the best information available in the circumstances, which include the Group’s
forecasts of cash flows for the underlying businesses of the holding company issuing the preference shares using a risk-adjusted
discount rate. See also accounting policies Note 1 (d).
The key estimates are therefore the selection of suitable discount rates and the estimation of future growth rates which vary
between cash-generating units depending on the specific risks and the anticipated economic and market conditions related to
each cash-generating unit. The fair value was estimated based on discounted cashflow forecasts with an adjustment for net debt
in relation to balances not forming part of working capital of the entity. The discount rates and growth rates are consistent with
those applied to the same business in the Group’s assessment of the impairment of goodwill (see Note 15 in the Consolidated
Financial Statements for a description of the approach used by management to determine these key values).
Investments in subsidiaries
The Company recognises provisions for impairment of investments in subsidiaries based on management’s judgement of whether
or not there is an indication of impairment at the Balance Sheet date. A judgement is made based on the net assets, cash balance
and future trading performance of the subsidiary.
Provision for impairment of amounts due from subsidiaries
The provision for impairment of amounts due from subsidiaries represents management’s best estimate at the Balance Sheet
date. A number of judgements are made in the calculation of the provision, primarily based on the net assets, cash balance and
future trading performance of the subsidiary.
The application of IFRS 9 “Financial Instruments” results in an additional provision for expected credit losses. When measuring
expected credit losses, the Company uses reasonable and supportable forward-looking information, which is based on
assumptions for the future movement of dierent economic drivers and how these drivers will aect each other. Probability
of default constitutes a key input in measuring expected credit losses. Probability of default is an estimate of the likelihood
of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future
marketconditions.
Judgements apart from those relating to estimates
Classification of financial assets
The Company holds investments in preference shares issued by a subsidiary. The preference shares do not provide a contractual
right to unpaid amounts in the event of a bankruptcy of the issuer and therefore, in the judgement of the directors, the returns do
not meet the conditions of being solely payments of principal and interest and are required to be held at fair value through profit
and loss. The valuation of these shares is considered in the use of estimates and critical judgements above. The preference shares
are recognised as amounts due from subsidiaries receivable aer more than one year.
d. Accounting policies
The Company’s accounting policies are the same as the accounting policies of the consolidated Group described on pages 104 to
116 except for the policy described below.
Investments
Investments in subsidiaries, associates and joint ventures are held at cost less accumulatedimpairment. Where there is objective
evidence that the investment in subsidiaries, associates and joint ventures has been impaired, the carrying amount of the
investment is tested for impairment in the same way as other non-financial assets.
For share awards granted to employees of subsidiary companies, the IFRS 2 charge is recognised as an increase of the
Company’s investment in the relevant subsidiaries.
Investments where the Company has no significant influence are held at fair value, with movements in fair value recorded in profit
and loss.
Amounts due from subsidiaries
The expected credit losses on amounts due from subsidiaries is assessed under the general approach with reference to changes
in credit quality since initial recognition. An amount due from a subsidiary is considered to be in default and credit impaired when
there is evidence that the subsidiary is in significant financial diculty such that it will have insucient liquid assets to repay the
loan. The assessment of a significant increase in credit risk is performed qualitatively by reference to the borrower’s expected cash
flows, liquid asset position and considers the impact of the wider Group’s support.
Merger reserve
The merger reserve arises on transactions where the Company issues shares pursuant to an arrangement to acquire more than an
90% interest in another company and no share premium is recorded. The amounts in merger reserve are unrealised profits relating
to the corresponding assets acquired by the Company on the issue of shares. These profits may become realised on the disposal
or write down of these assets.
Braemar Plc Annual Report and Accounts 2023
170
2 Loss/profit for the year
As permied by Section 408 of the Companies Act 2006 the Company has elected not to present its own statement of
comprehensive income (including the profit and loss account) for the year.
The auditor’s remuneration for audit services to the Company is disclosed in Note 7 to the Consolidated Financial Statements.
All fees paid to the auditor were charged to operating loss/profit in both years.
3 Sta costs
Sta costs for the Company during the year (including directors) are provided in the table below.
2023
£’000
2022
£’000
Salaries, wages and short-term employee benefits 2,391 1,776
Other pension costs 46 51
Social security costs 764 214
Share-based payments 1,264 56
4,465 2,097
The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’
Remuneration Report on pages 66 to 85.
The average number of full-time employees of the Company was 16 (2022: 16).
4 Dividends
Amounts recognised as distributions to equity holders in the year are detailed in Note 12 to the Consolidated Financial Statements.
Certain dividends paid between 2016 and 2023 were paid by the Company without having sucient distributable reserves
from which to lawfully pay them. The Company has rectified its position with respect to these dividends; refer to Note 12 to the
Consolidated Financial Statements for further details.
5 Intangible assets
Computer
soware
£’000
Total
£’000
Cost
At 28 February 2021 782 782
Additions 272 272
At 28 February 2022 1,054 1,054
Additions 74 74
Disposal (87) (87)
At 28 February 2023 1,041 1,041
Accumulated amortisation and impairment
At 28 February 2021 243 243
Charge for the year 184 184
At 28 February 2022 427 427
Charge for the year 132 132
Impairment 60 60
At 28 February 2023 619 619
Net book value at 28 February 2023 422 422
Net book value at 28 February 2022 627 627
At 28 February 2023, the Company had no contractual commitments for the acquisition of computer soware (2022: £nil).
Notes to the Company Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
171
Strategic Report Governance Financial Statements
6 Property, plant and equipment
Land and
buildings
£’000
Computers
£’000
Fixtures and
equipment
£’000
Total
£’000
Cost
At 28 February 2021 9,142 6 222 9,370
Additions at cost 214 214
Disposals (154) (205) (359)
At 28 February 2022 8,988 220 17 9,225
Additions at cost 7 7
Disposals
1
(2,161) (2,161)
At 28 February 2023 6,827 227 17 7,071
Accumulated depreciation and impairment
At 28 February 2021 3,504 3 193 3,700
Charge for the year 1,547 27 27 1,601
Impairment 392 392
Disposals (154) (205) (359)
At 28 February 2022 5,289 30 15 5,334
Charge for the year 1,244 55 2 1,301
Disposals
1
(1,568) (1,568)
At 28 February 2023 4,965 85 17 5,067
Net book value at 28 February 2023 1,862 142 2,004
Net book value at 28 February 2022 3,699 190 2 3,891
1 The disposal in the year primarily relates to the Bevis Marks premises assigned to Beat Capital by the Company. As part of the arrangement, a payment of
£0.9 million was made in relation to the outstanding lease liability. The disposal resulted in the derecognition of land and buildings of £0.5 million net book
value and the transfer of £0.5 million of the lease liability resulting in no gain or loss in the year.
The leaseholds category includes land and buildings held under leases and leasehold improvements. At 28 February 2023, the
Company had no contractual commitments for the acquisition of property, plant and equipment (2022: £nil).
The impairment charge in the prior year arose following the assignment of a lease. On 28 March 2022, the Group assigned
the lease for its Bevis Marks premises to Beat Capital. The impairment charge of £392,000 is equal to the subsequent loss on
assignment of this lease, being the lease assignment premium paid plus the net book value of the right-of-use asset disposed of
less the outstanding lease liability on that lease.
7 Leases
Right-of-use assets
Land and
buildings
£’000
Fixtures and
equipment
£’000
Total
£’000
At 28 February 2021 5,271 23 5,294
Amortisation (1,436) (23) (1,459)
Impairment (392) (392)
At 28 February 2022 3,443 3,443
Amortisation (1,168) (1,168)
Disposal (527) (527)
At 28 February 2023 1,748 1,748
Braemar Plc Annual Report and Accounts 2023
172
7 Leases continued
Lease liabilities
Land and
buildings
£’000
Fixtures and
equipment
£’000
Total
£’000
At 28 February 2021 8,926 111 9,037
Interest expense 226 15 241
Lease payments (2,517) (126) (2,643)
Exchange dierences (4) (4)
At 28 February 2022 6,631 6,631
Interest expense 125 125
Lease payments (3,080) (3,080)
Disposal
1
(650) (650)
At 28 February 2023 3,026 3,026
1 Refer to Note 6 Property, plant and equipment for the details of the disposal.
Lease receivables
Gross
£’000
Provision
£’000
Net
£’000
At 28 February 2021 2,105 2,105
Interest received 55 55
Lease payments (642) (642)
Movement in provision (15) (15)
Exchange dierences (6) (6)
At 28 February 2022 1,512 (15) 1,497
Interest received 35 35
Lease payments (642) (642)
Movement in provision 6 6
Disposal (38) (38)
At 28 February 2023 867 (9) 858
There was no short-term lease expense, no short-term lease income and no low-value lease expense in the year (2022: £nil).
Lease liabilities
Up to 3
months
£’000
Between
3 and 12
months
£’000
Between
1 and 2
years
£’000
Between
2 and 5
years
£’000
Over 5
years
£’000
Total
£’000
Unearned
interest
£’000
Net
payable
£’000
At 28 February 2023 539 1,615 934 3,088 (62) 3,026
At 28 February 2022 654 1,963 2,618 1,669 6,904 (273) 6,631
Lease receivables
Up to 3
months
£’000
Between
3 and 12
months
£’000
Between
1 and 2
years
£’000
Between
2 and 5
years
£’000
Over 5
years
£’000
Total
£’000
Unearned
interest
£’000
Provision
£’000
Net
receivable
£’000
At 28 February 2023 160 482 245 887 (20) (9) 858
At 28 February 2022 160 481 642 285 1,568 (56) (15) 1,497
Notes to the Company Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
173
Strategic Report Governance Financial Statements
8 Investments
Subsidiaries
£’000
Unlisted
investments
£’000
Total
£’000
Cost
At 1 March 2021 115,311 1,500 116,811
Capital contribution to Cory Brothers 3,664 3,664
Disposal (4,462) (4,462)
Share-based payments 2,959 2,959
At 28 February 2022 117,47 2 1,500 118,972
Additions 7,894 7,89 4
Share-based payments 3,256 3,256
At 28 February 2023 128,622 1,500 130,122
Impairment
At 1 March 2021, 28 February 2022 and 28 February 2023 10,583 10,583
Net book value at 28 February 2023 118,039 1,500 119,539
Net book value at 28 February 2022 106,889 1,500 108,389
The Company recognises investments in subsidiaries at cost less impairment.
Additions for the year represent an investment made on the acquisition of Southport Maritime Inc. of £6.5 million and an investment
made in respect of Madrid Shipping Advisors S.L. of £1.4 million. Both payments are subject to claw-back conditions linked to
continuous employment within the Group which are treated as a cost of investment by the Company, but treated as prepayments
for future service in the Group. For further details on the acquisition of Southport refer to the Consolidated Financial Statements
Note 14 Business combinations.
The Company invested £3.3 million (2022: £3.0 million) in the subsidiaries of the Group in respect of share-based payment charges
incurred in the year.
The carrying value of the Company’s investments in subsidiary undertakings are reviewed for indicators of impairment on an
annual basis. In the event impairment indicators are identified, the recoverable amount is determined based on a value-in-use
calculation which requires the determination of appropriate assumptions in relation to cash flows over a forecast period, the long-
term growth rate to be applied beyond this period and the risk-adjusted discount rate used to discount the estimated cash flows
to present value. There is no indicator of impairment in relation to the Company’s investments measured at cost. If any impairment
indicators arise, the investments would be tested for impairment.
The Company’s principal investment in Braemar Financial Holdings Limited is held as preference shares; see Note 11 for
furtherinformation.
Disposal of investment in Cory Brothers Shipping Agency Limited
On 28 February 2022 the Company sold its investment in Cory Brothers Shipping Agency Limited. A reconciliation of the
derecognition of the investment to the gain on disposal is as follows:
£’000
Disposal proceeds 9,897
Carrying value of investment (4,449)
Disposal-related costs (485)
Gain on disposal of Cory Brothers 4,963
For the year ended 28 February 2022, the disposal proceeds aributable to the Company is an 88% share of the Group’s £11.3million
disposal proceeds for the sale of the entire Cory Brothers group. The disposal proceeds had not been received at year end;
other receivables includes a £6.5 million completion payment which was not received until 2 March 2022 (see Note 12), long-term
receivables includes £3.5 million deferred and contingent consideration (2022: £4.8 million) (see Note 11). The 12% share of disposal
proceeds due to Braemar Holdings (USA) Inc. on a pass-through basis is included in amounts due to subsidiaries (see Note 14).
Braemar Plc Annual Report and Accounts 2023
174
8 Investments continued
Investments with a carrying value of £13,000 relating to Wavespec were also disposed of during the year ended 28 February 2022.
A list of subsidiary undertakings is included in Note 34 of the Consolidated Financial Statements.
The Financial Statements of the principal subsidiary undertakings are prepared to 28 February 2023.
Unlisted investments
The Group’s unlisted investments include 1,000 (2022: 1,000) ordinary £1 shares in London Tanker Broker Panel. The investment
is carried at fair value, being the value of the most recent comparable transaction, which occurred during the year ended
28February2019. There have been no transactions or events in the current or prior year which would result in an adjustment
tothefair value at 28 February 2023.
9 Investment in associate
The Company recognises its investment in AqualisBraemar LOC ASA at cost less impairment. AqualisBraemar LOC ASA is listed on
the Oslo Børs, its principal place of business is Oslo and its registered address is Olav Vs gate 6, 0161, Oslo, Norway.
£’000
At 28 February 2021 3,247
Disposal (3,247)
Cost at 28 February 2022 and 28 February 2023
On 19 May 2021 the Company fully disposed of its minority shareholding in AqualisBraemar LOC ASA for cash proceeds of
£7,232,000. A reconciliation of the derecognition of the investment to the gain on disposal is as follows:
£’000
Disposal proceeds 7, 232
Carrying value of investment (3,247)
Gain on disposal of AqualisBraemar 3,985
At 28 February 2022 and 28 February 2023 the Group’s shareholding was nil which equates to 0% of AqualisBraemar’s share
capital and 0% of voting rights (2021: market value of £6.3 million, being 10.42% of share capital and 10.42% of voting rights).
10 Deferred tax
The movement in the deferred tax asset
Total
£’000
Balance at 1 March 2022 179
Credit for the year to profit or loss 424
Credit for the year to reserves 241
Balance at 28 February 2023 844
A deferred tax asset of £0.8 million (2022: £0.2 million) has been recognised as the directors believe that it is probable that there
will be sucient taxable profits in the future to recover the asset in full.
Notes to the Company Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
175
Strategic Report Governance Financial Statements
11 Other long-term receivables
Note
2023
£’000
2022
£’000
Amounts due from subsidiary undertakings
Preference shares measured at fair value 3,576 26,011
Other amounts due from subsidiary undertakings 6,638 7,399
Provision for impairment of other amounts due from subsidiary undertakings (258) (257)
Net amounts due from subsidiary undertakings 9,956 33,153
Deferred consideration 2,540 3,482
Contingent consideration 1,004 1,276
Finance lease
Finance lease receivables 7 241 879
ECL provision for impairment of finance lease receivables (9) (15)
Net finance lease receivables 232 864
Other long-term receivables 13,732 38,775
The Company holds an investment in preference shares issued by a subsidiary, Braemar Financial Holdings Limited, which holds
the Company’s investment in the Naves entities, at fair value through profit and loss and recognised as amounts due from
subsidiaries receivable aer more than one year. The preference shares are not traded in any market and there are no similar
assets in quoted markets. The Company performs a valuation based on the present value of future cashflows using unobservable
(“Level 3”) inputs.
The Company develops unobservable inputs using the best information available in the circumstances, which include the Group’s
forecasts of cash flows for the underlying Finance businesses of the holding company issuing the preference shares using a risk-
adjusted discount rate.
The key estimates are therefore the selection of suitable discount rates and the estimation of future growth rates which vary
between cash-generating units depending on the specific risks and the anticipated economic and market conditions related to
each cash-generating unit. The discount rates and growth rates are consistent with those applied to the same business in the
Group’s assessment of the impairment of goodwill. See Note 15 in the Consolidated Financial Statements for a description of the
approach used by management to determine these key values and the sensitivity analysis on the impairment.
The fair value of the investment in preference shares is based on the value-in-use of the Corporate Finance Division of £2.8 million
(see Note 15 in the Consolidated Financial Statements), with adjustments to determine a fair value, principally an adjustment for
net debt in relation to balances not forming part of working capital of the entity of £0.7 million. The reduction in fair value during
the current year is as a result of market conditions and trading below expectations in the year to February 2023, an increase in
discount rate in 2023 as well as a reduction in forecast revenues compared to Management’s view in the prior year. As a result, a
fair value loss of £24.7 million has been recognised in the profit and loss account in the year.
Deferred consideration of £2.5 million and contingent consideration of £1.0 million relates to the non-current element of the earn-
out payments receivable in respect of the disposal of Cory Brothers. The deferred consideration relates to the minimum earnout
payments accounted for on an amortised cost basis. The contingent consideration represents the variable element of the earnout
payments which are contingent on the future gross profit of the newly formed VertomCory agency business, which are recognised
at fair value through profit or loss. Note 23 in the Consolidated Financial Statements provides further detail.
See Note 7 for a maturity analysis which reconciles the long-term finance lease receivables to the undiscounted lease receipts and
unearned finance income.
Braemar Plc Annual Report and Accounts 2023
176
12 Other receivables
2023
£’000
2022
£’000
Amounts due from subsidiary undertakings 4,881 2,294
Deferred consideration 1,097
Contingent consideration 403
Other receivables 1,111 7,625
Finance lease receivables 626 633
Prepayments 324 248
Total 8,442 10,800
Deferred consideration of £1.1 million and contingent consideration of £0.4 million relates to the current element of the earn-out
payments receivable in respect of the disposal of Cory Brothers. Other receivables as at 28 February 2022 includes the completion
payment of £6.5 million for the disposal of Cory Brothers which completed on 28 February 2022, although the cash was not
received until 2March 2022.
The total receivables balance (including long-term receivables) is denominated in the following currencies.
2023
£’000
2022
£’000
Sterling 18,598 21,563
Euro 3,576 28,012
Total 22,174 49,575
The Company has no trade receivables (2022: £nil). Amounts due from subsidiary undertakings are interest-free, unsecured and
repayable on demand. The Company provides for impairment using a lifetime expected credit loss provision for amounts due from
subsidiary undertakings.
13 Cash and cash equivalents
2023
£’000
2022
£’000
Cash at bank 2,174 700
Cash and cash equivalents largely comprise bank balances denominated in sterling, US dollars, euros and other currencies for the
purpose of seling current liabilities.
The directors consider that the carrying amounts of these assets approximate to their fair value.
14 Other payables
Current liabilities
2023
£’000
2022
£’000
Lease liabilities 2,097 2,580
Amounts owed to subsidiary undertakings payable within one year 56,334 40,780
Other payables
1
751 779
Accruals 828 1,159
Total 60,010 45,298
1 Included in other payables, is a payable of £587,000 in relation to the working capital adjustment on the acquisition of Southport.
Amounts owed to subsidiary undertakings payable within one year are interest-free and unsecured and repayable on demand.
Non-current liabilities
2023
£’000
2022
£’000
Amounts owed to subsidiary undertakings payable aer more than one year 425 570
Other long-term payables 443
Total 868 570
Notes to the Company Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
177
Strategic Report Governance Financial Statements
15 Borrowings
Long-term borrowings
2023
£’000
2022
£’000
Lease liabilities 929 4,051
Secured revolving credit facilities 27,815 23,254
Total 28,744 27, 3 05
During the period, the Group extended its revolving credit facility (“RCF”) with its main bankers, HSBC. For further details see ‘Note
27 Borrowings’ in the Group’s Financial Statements. Amounts can be rolled on a monthly basis until the facility expires subject to
certain conditions, and on that basis the borrowings have been classified as non-current. The amounts drawn under the RCF
bear interest based on SONIA, SOFR and EURIBOR from amounts drawn in sterling, US dollar and euros respectively, plus a credit
margin dependent on the Group’s leverage ratio.
16 Convertible loan notes and derivative financial instruments
The Company has issued convertible loan notes as part of the acquisition of Naves Corporate Finance GmbH (further details of
the acquisition are provided in Note 27 to the Consolidated Financial Statements). Convertible loan notes have been valued at
amortised cost with a derivative liability recognised in respect of the conversion feature.
2023
£’000
2022
£’000
Assets
Derivative assets maturing within one year* 1,183
Liabilities
Issued convertible loan notes maturing within one year 703 1,416
Issued convertible loan notes maturing aer more than one year 2,899 3,271
Derivative liabilities due within one year 42
Derivative liabilities due aer more than one year 554 85
Total liabilities 4,198 4,772
* Currency forwards with a fair value of £1,183,000 (2022: nil) maturing within 12 months have been shown as current assets.
Financial instruments in relation to the acquisition of Naves
The following table shows amounts in the Company balance sheet relating to the convertible loan notes issued on the acquisition
of Naves. The amounts shown in the table below dier from the similar amounts disclosed in Note 27 to the Group’s Consolidated
Financial Statements primarily due to the dierence in accounting arising from the employment condition relating to certain of the
instruments issued, which results in dierent eective interest rates applying at the Group and Company level. At 28 February 2023,
there are no unsatisfied ongoing employment conditions.
2023
£’000
2022
£’000
Current liabilities
Convertible loan notes 703 1,416
Derivatives 14
Non-current liabilities
Convertible loan notes 2,899 3,271
Derivatives 370 85
3,269 3,356
3,986 4,772
Braemar Plc Annual Report and Accounts 2023
178
17 Provisions
Dilapidations
£’000
Total
£’000
At 28 February 2021 and 28 February 2022 541 541
Reversal of provision in the year (124) (124)
At 28 February 2023 417 417
The Company holds a dilapidations provision of £0.4 million (2022: £0.5 million) which is classified as a non-current liability.
Dilapidations relate to future obligations to make good certain oce premises upon expiration of the lease term. The provision is
calculated withreference to the location and square footage of the oce.
18 Share capital and share premium
The Company has one class of ordinary shares which carry no right to fixed income. Note 30 to the Consolidated Financial
Statements provides detail on authorised share capital and movements in issued share capital.
19 ESOP reserve
An Employee Share Ownership Plan (“ESOP”) was established on 23 January 1995. The ESOP has been set up to purchase
shares in the Company. These shares, once purchased, are held in trust by the Trustee of the ESOP, SG Kleinwort Hambros Trust
Company (CI) Limited, for the benefit of the employees. Additionally, an Employee Benefit Trust (“EBT”) previously run by ACM
Shipping Group plc also holds shares in the Company. The ESOP and EBT are accounted for within the Company accounts.
The net cost of the shares acquired for the shares held by the ESOP and the EBT are a deduction from shareholders’ funds and
represent a reduction in distributable reserves. Note 31 to the Consolidated Financial Statements provides detail on the ESOP and
the EBT and movements in shares to be issued.
20 Other reserves
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Total
£’000
At 28 February 2021 (restated), 28 February 2022 and 28 February 2023 396 23,366 23,762
The capital redemption reserve arose on previous share buy-backs by the Company.
The merger reserve arises on transactions where the Company issues shares pursuant to an arrangement to acquire more than
an 90% interest in another company and no share premium is recorded. The merger reserve arose principally in 2001 in relation to
the acquisitions of Braemar Shipbrokers Limited and Braemar Tankers Limited. Further additions have arisen in respect of Naves
and Atlantic Brokers included in the prior period adjustment (£1.3 million and £2.0 million respectively). Following a transfer to
retained earnings in the prior year in relation to fair value losses on the Company’s investment in the preference shares issued by
Braemar Financial Holdings Limited, there is no remaining balance relating to the Naves acquisition. The amounts in merger reserve
are unrealised profits relating to the corresponding assets acquired by the Company on the issue of shares. These profits may
become realised on the disposal or write down of these assets.
Notes to the Company Financial Statements continued
Braemar Plc Annual Report and Accounts 2023
179
Strategic Report Governance Financial Statements
21 Contingent liabilities
The Company has contingent liabilities in respect of guarantees entered into on behalf of its subsidiaries in the normal course of
business given as follows:
2023
£’000
2022
£’000
Bank guarantees given to:
Third parties (non-cash collateralised) 232 710
Total 232 710
The Company and certain of its subsidiaries have provided cross guarantees and fixed and floating rate charges over their assets
to secure their borrowing facilities and other financial instruments.
From time to time the Company may be engaged in litigation in the ordinary course of business. The Company carries professional
indemnity insurance. There are currently no liabilities expected to have a material adverse financial impact on the Company’s
results or net assets.
The Company has issued guarantees to certain subsidiaries in order to exempt them from audit for the year ended 28 February
2023. See Note 34 of the Consolidated Financial Statements.
22 Related party transactions
The Company has applied the disclosure exemption of FRS 101 in respect of transactions with wholly owned subsidiaries.
During the period the Group entered into the following transactions with joint ventures and investments:
2022/23 2021/22
Recharges
to/(from)
£’000
Dividends
£’000
Balance
due(to)/ from
£’000
Recharges
to/(from)
£’000
Dividends
£’000
Balance
due(to)/ from
£’000
AqualisBraemar LOC ASA 221 282
On 19 May 2021 the Company fully disposed of its minority shareholding in AqualisBraemar LOC ASA, see Note 11 in the
Consolidated Financial Statements for details.
In prior year, recharges to AqualisBraemar LOC ASA consisted primarily of rent, IT services and HR services in accordance with a
transitional services agreement. Included in the net recharge to AqualisBraemar LOC ASA is a fee payable to the Group’s former
Chairman, Ronald Series of £3,750.
A list of the Company’s subsidiary undertakings is provided in Note 34 in the Consolidated Financial Statements.
23 Events aer the reporting date
In June 2023 the Company completed a Capital Reduction relating to its share premium and merger reserve. For further details, see
‘Note 12 Dividends’ in the Group’s Financial Statements. There were no other adjusting or significant non-adjusting events between
the reporting date and the date of authorisation.
Braemar Plc Annual Report and Accounts 2023
180
Continuing operations
12 months to
28 Feb 2023
£’000
12 months to
28 Feb 2022
£’000
12 months to
28 Feb 2021
£’000
12 months to
29 Feb 2020
£’000
12 months to
28 Feb 2019
£’000
Group revenue 152,911 101,310 83,695 117,655 117,853
Other operating expenses (132,836) (91,250) (75,976) (106,925) (108,787)
Specific items (net) (8,406) (514) (1,097) (3,344) (11,719)
Total operating expenses (141,242) (91,764) (77,073) (109,969) (120,506)
Operating profit/(loss) 11,669 9,546 6,622 7,6 86 (2,653)
Gain on revaluation of investment 172 500
Net interest expense (2,195) (1,156) (1,485) (1,853) (987)
Share of associate profit for the period (23) (19) 436
Profit before taxation 9,451 8,543 5,136 6,269 (3,140)
Taxation (4,855) (1,839) (1,574) 46 (1,525)
Gain/(loss) for the year from discontinued operations 7, 2 1 5 970 (2,299) (22,700)
Profit/(loss) aer taxation 4,596 13,919 4,532 4,016 (27,365)
Dividends
Interim 1,172 610 1,564 1,501
Final proposed 2,634 2,254 1,495 2,951
3,806 2,864 1,495 1,564 4,452
Earnings per ordinary share – pence
Basic – underlying from continuing operations 46.22p 23.06p 15.60p 29.45p 23.32p
Diluted – underlying from continuing operations 38.52p 18.79p 12.91p 26.62p 21.36p
Five-year financial summary (unaudited)
Consolidated Income Statement
Braemar Plc Annual Report and Accounts 2023
181
Strategic Report Governance Financial Statements
As at
28 Feb 2023
£’000
As at
28 Feb 2022
£’000
(restated)
As at
28 Feb 2021
£’000
(restated)
As at
29 Feb 2020
£’000
As at
28 Feb 2019
£’000
Assets
Non-current assets
Goodwill 71,407 79,891 83,955 83,812 83,812
Other intangible assets 3,980 997 2,129 2,411 2,226
Property, plant and equipment 5,320 7,078 9,841 11,928 1,978
Other investments 1,780 1,780 1,962 1,962 1,773
Investment in associate 701 724 3,763 7,315
Financial assets 1,184
Derivative financial instruments 30 8 200
Deferred tax assets 4,794 3,713 2,900 3,620 1,640
Pension surplus 1,120
Other long-term receivables 8,554 5,636 1,888 2,467 264
97,686 99,827 106,638 114,699 91,693
Current assets
Trade and other receivables 43,323 35,792 33,416 39,541 37,128
Financial assets 746
Derivative financial instruments 1,224 54 1,573
Current tax receivable 973
Assets held for sale 436 10,611
Cash and cash equivalents 34,735 13,964 14,111 28,749 24,111
80,255 49,810 50,282 68,290 71,850
Total assets 177,941 149,637 156,920 182,989 163,543
Liabilities
Current liabilities
Derivative financial instruments 1,122 688 437 49
Trade and other payables 57,852 39,183 47,8 33 47, 209 44,887
Short-term borrowings 25,116 35,844
Current tax payable 4,140 1,608 1,318 1,334 1,408
Provisions 2,575 486 307 201 90
Convertible loan notes 699 1,416 4,461 4,444 6,339
Deferred consideration 177 600
Liabilities directly associated with assets classified as held for sale 125 2,797
66,388 43,381 54,044 78,918 92,014
Non-current liabilities
Long-term borrowings 29,919 28,331 31,634 34,585
Deferred tax liabilities 344 174 903 930
Derivative financial instruments 1,022 335 56
Provisions 733 797 690 765 324
Convertible loan notes 2,852 2,755 2,681 2,603 4,579
Deferred consideration 495 882 2,293 5,357
Pension deficit 2,052 3,819 3,672 1,986
34,870 34,765 39,936 44,861 13,176
Total liabilities 101,258 78,146 93,980 123,779 105,190
Total assets less total liabilities 76,686 71,491 62,940 59,210 58,353
Equity
Share capital 3,292 3,221 3,174 3,167 3,144
Share premium 53,796 53,030 52,510 52,510 55,805
ESOP reserve (10,607) (6,771) (1,362) (2,498) (3,446)
Other reserves 28,819 26,130 27,10 0 25,862 22,857
Retained earnings 1,381 (4,119) (18,482) (19,831) (20,007)
Total equity 76,686 71,491 62,940 59,210 58,353
Five-year financial summary (unaudited)
Consolidated Balance Sheet
Braemar Plc Annual Report and Accounts 2023
182
Registered oce
Braemar Plc
One Strand
Trafalgar Square
London
WC2N 5HR
Company number: 02286034
Telephone: +44 (0)20 3142 4100
Web address:
www.braemar.com
Principal oces
Shipbroking
One Strand
Trafalgar Square
London
WC2N 5HR
80 Robinson Road
#24-01/02
Singapore
068898
Level 3, 70 City Road
South Bank
Melbourne
Victoria 3006
Australia
Corporate Finance
Domstraße 17
20095 Hamburg
Germany
One Strand
Trafalgar Square
London
WC2N 5HR
www.braemar.com
Contact information
Braemar Plc Annual Report and Accounts 2023
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Braemar Plc Annual Report and Accounts 2023
Braemar Plc
One Strand
Trafalgar Square
London
WC2N 5HR
www.braemar.com