REG - abrdn PLC - Final Results - Part 4 of 8

AberdeenAnnouncement

01/03/2022 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220301:nRSA1201Da&default-theme=true

RNS Number : 1201D  abrdn PLC  01 March 2022

abrdn plc

Full Year Results 2021

Part 4 of 8

4. Directors' report

The Directors present their annual report on the affairs of the abrdn group of
companies (the Group), together with the audited International Financial
Reporting Standards (IFRS) consolidated financial statements for the Group,
financial information for the Group and financial statements for abrdn plc
(the Company) for the year ended 31 December 2021.

For clarity, some of the matters that would otherwise have been included in
the Directors' report have been included in the Strategic report on pages 2 to
65, as the Board considers they fit better within that report. Specifically,
these are:

-   Future business developments.

-   Risk management.

-   Total global greenhouse gas emissions.

-   Information on how the Directors have had regard for the Company's
stakeholders (also covered in the Corporate governance statement on pages 74
and 75).

-   Information on our people including employee engagement, diversity and
inclusion, and talent and reward (details of the Board's diversity statement
can be found in the Corporate governance statement on page 78).

Reporting for the year ended 31 December 2021

During 2021, the Group operated primarily in the UK, rest of Europe, Asia and
the Americas. You can find out about the relevant activities of the Company's
principal subsidiary undertakings in the Strategic report on pages 1 to 65.

In his overview section of the Strategic report, Stephen Bird our Chief
Executive Officer outlines the main trends and factors likely to affect the
future development, performance and position of the Group. Reviews of the
operating and financial performance of the Group for the year ended 31
December 2021 are also given in the Strategic report.

The Chairman's statement, the Directors' responsibility statement and the
Corporate governance statement form part of this Directors' report. The
Corporate governance statement on pages 76 to 116 is submitted by the Board.

The results of the Group are presented in the Group financial statements on
pages 136 to 251. A detailed description of the basis of preparation of the
IFRS results (including adjusted profit) is set out in the Group financial
statements section. The Group uses derivative financial instruments in the
normal course of its business and information covering these instruments and
related financial risk management matters can be found in Note 19 and Note 37
to the Group financial statements. These notes are incorporated into this
report by reference.

This report was prepared by the executive leadership team together with the
Board and forms part of the management report for the purposes of the
Disclosure Guidance and Transparency Rules (DTR 4.1.8R) of the Financial
Conduct Authority (FCA).

Dividends

The Board recommends paying a final dividend for 2021 of 7.3p per ordinary
share. This will be paid on 24 May 2022 to shareholders whose names are on the
register of members at the close of business on 8 April 2022.

The total payment is estimated at £155m for the final dividend and together
with the interim dividend of 7.30p per share totalling £154m paid on 28
September 2021, the total dividend for 2021 will be 14.6p per share (2020:
14.6p) totalling £309m (2020: £313m).

Share capital

The Company's issued share capital as at 31 December 2021 comprised a single
class of ordinary share. You can find full details of the Company's share
capital, including movements in the Company's issued ordinary share capital
during the year, in Note 25 to the Group financial statements, which is
incorporated into this report by reference. You can also find an analysis of
registered shareholdings by size, as at 31 December 2021, in the Shareholder
information section on page 283.

On 7 February 2020, the Company announced the commencement of a share buyback
programme of the Company's ordinary shares up to a maximum aggregate
consideration of £400m. This programme completed on 12 February 2021. The
purpose of this programme was to return value to shareholders and reduce the
share capital of the Company. All shares purchased have been cancelled. In
total 158,003,158 shares were cancelled through this programme, of which
13,392,862 were purchased and cancelled in 2021.

As at 31 December 2021, there were 2,180,724,786 ordinary shares in issue held
by 92,507 registered members. The abrdn Share Account (the Company-sponsored
nominee) held 642,153,852 of those shares on behalf of 942,539 participants.
No person has any special rights of control over the Company's share capital
and all issued shares are fully paid.

Between 1 January 2021 and the date this report was signed, the Company
received the following notification in respect of major shareholdings and
major proportions of voting rights in accordance with the Disclosure Guidance
and Transparency Rules of the FCA:

 Shareholder                             Date of transaction  Type of transaction           Number of voting rights following the transaction  Percentage of voting rights following the transaction
 Silchester International Investors LLP  19 January 2022      Acquisition of voting rights  109,500,722                                        5.02%

In accordance with the terms of the Standard Life Employee Trust Deed, the
trustees waived all entitlements to current or future dividend payments for
shares they hold.

Similarly, in accordance with the terms of The Aberdeen Asset Management
Employee Benefit Trust 2003 and The Standard Life Aberdeen Employee Benefit
Trust 2019, the trustees waived all entitlements to current or future dividend
payments for shares they hold other than dividends payable on any shares held
by the trustee as nominee for any other person.

The trustees of the abrdn plc (Employee) Share Plan voted the appropriate
shares in accordance with any instructions received from participants in the
plan.

Restrictions on the transfer of shares and securities

Except as listed below, there are no specific restrictions on the size of a
holding or on the transfer of shares. Both are governed by the general
provisions of the Company's articles of association (the Articles) and current
legislation and regulation.

You can obtain a copy of the Articles from Companies House or by writing to
the Company Secretary at our registered address (details of which can be found
in the Contact us section). The Articles may only be amended by a special
resolution passed by the shareholders.

     You can read the Articles on our website www.abrdn.com/annualreport

The Board may decline to register the transfer of:

-   A share that is not fully paid.

-   A certificated share, unless the instrument of transfer is duly stamped
or duly certified and accompanied by the relevant share certificate or other
evidence of the right to transfer, is in respect of only one class of share
and is in favour of a sole transferee or no more than four joint transferees.

-   An uncertificated share, in the circumstances set out in the
uncertificated securities rules (as defined in the Articles) and, in the case
of a transfer to joint holders, where the number of joint holders to whom the
share is to be transferred does not exceed four.

-   A certificated share by a person with a 0.25 per cent interest (as
defined in the Articles) in the Company, if that person has been served with a
restriction notice under the Articles, after failing to provide the Company
with information about interests in those shares as set out in the Companies
Act 2006 (unless the transfer is shown to the Board to be pursuant to an arm's
length sale under the Articles).

These restrictions are in line with the standards set out in the FCA's Listing
Rules and are considered to be standard for a listed company.

The Directors are not aware of any other agreements between holders of the
Company's shares that may result in restrictions on the transfer of securities
or on voting rights.

Rights attached to shares

Subject to applicable statutes, any resolution passed by the Company under the
Companies Act 2006 and other shareholders' rights, shares may be issued with
such rights and restrictions as the Company may decide by ordinary resolution,
or (if there is no such resolution or if it does not make specific provision)
as the Board may decide. Subject to the Articles, the Companies Act 2006 and
other shareholders' rights, unissued shares are at the disposal of the Board.

Every member and duly appointed proxy present at a general meeting or class
meeting has one vote on a show of hands, provided that where a proxy is
appointed by more than one shareholder entitled to vote on a resolution and is
instructed by one shareholder to vote 'for' the resolution and by another
shareholder to vote 'against' the resolution, then the proxy will be allowed
two votes on a show of hands - one vote 'for' and one vote 'against'. On a
poll, every member present in person or by proxy has one vote for every share
they hold. For joint shareholders, the vote of the senior joint shareholder
who tenders a vote, in person or by proxy, will be accepted and will exclude
the votes of the other joint shareholders. For this purpose, seniority is
determined by the order that the names appear on the register of members for
joint shareholders.

A member will not be entitled to vote at any general meeting or class meeting
in respect of any share they hold if any call or other sum then payable by
them for that share remains unpaid or if they have been served with a
restriction notice (as defined in the Articles) after failing to provide the
Company with information about interests in those shares required to be
provided under the Companies Act 2006.

The Company may, by ordinary resolution, declare dividends up to the amount
recommended by the Board. Subject to the Companies Act 2006, the Board may
also pay an interim dividend, and any fixed rate dividend, whenever the
financial position of the Company, in the opinion of the Board, justifies its
payment. If the Board acts in good faith, it is not liable to holders of
shares with preferred or pari passu rights for losses that arise from paying
interim or fixed dividends on other shares.

The Board may withhold payment of all or part of any dividends or other monies
payable in respect of the Company's shares from a person with a 0.25 per cent
interest (as defined in the Articles) if that person has been served with a
restriction notice (as defined in the Articles) after failure to provide the
Company with information about interests in those shares, which is required
under the Companies Act 2006.

Subject to the Companies Act 2006, rights attached to any class of shares may
be varied with the written consent of the holders of not less than
three-quarters in nominal value of the issued shares of that class (excluding
any shares held as treasury shares). These rights can also be varied with the
approval of a special resolution passed at a separate general meeting of the
holders of those shares. At every separate general meeting (except an
adjourned meeting) the quorum shall be two persons holding, or representing by
proxy, not less than one-third in nominal value of the issued shares of the
class (calculated excluding any shares held as treasury shares).

A shareholder's rights will not change if additional shares ranking pari passu
with their shares are created or issued - unless this is expressly provided in
the rights attaching to their shares.

Power to purchase the Company's own shares

At the 2021 Annual General Meeting (AGM), shareholders granted the Directors
limited powers to:

-   Allot ordinary shares in the Company up to a maximum aggregate amount of
£101,535,919.

-   Disapply, up to a maximum total nominal amount of £15,230,387 of its
issued ordinary share capital, shareholders' pre-emption rights in respect of
new ordinary shares issued for cash.

-   Make market purchases of the Company's ordinary shares up to a maximum
of 218,072,305 of its issued ordinary shares.

During 2021, under the authorities granted at the 2020 and 2021 AGMs, the
Company purchased 13,392,862 of its ordinary shares of 13 61/63 pence each,
paying an aggregate amount of £40,971,363. As at 31 December 2021, the
percentage of share capital represented by these purchased shares was
approximately 6.1%.

Significant agreements

Certain significant agreements to which the Company, or one of its
subsidiaries, is party entitle the counterparties to exercise termination or
other rights in the event of a change of control of the Company. These
agreements are noted in the paragraphs below.

Credit Facility

Under a £400m revolving credit facility between the Company and the banks and
financial institutions named therein as lenders (Lender) dated 12 February
2021 (the Facility), in the event that any persons or group of persons acting
in concert, gain control of the Company, then any Lender may elect within a
prescribed time frame to cancel its outstanding commitment under the Facility
and declare its participation in all outstanding loans, together with accrued
interest and all amounts accrued, immediately due and payable, whereupon the
commitment of that Lender under the Facility will be cancelled and all such
outstanding amounts will become immediately due and payable.

China

Under a joint venture agreement dated 12 October 2009 (as amended) between the
Company and Tianjin TEDA International Holding (Group) Co. Limited (TEDA),
pursuant to which the Company holds its interest in Heng An Standard Life
Insurance Company Limited (Heng An Standard Life), upon a change of control of
the Company, TEDA has the right to terminate the venture and to purchase, or
nominate a third party to purchase, the Company's shares in Heng An Standard
Life for a price determined in accordance with the agreement.

Other agreements

A number of other agreements contain provisions that entitle the
counterparties to exercise termination or other rights in the event of a
change of control of the Company. However, these agreements are not considered
to be significant in terms of their likely impact on the business of the Group
as a whole.

The Directors are not aware of any agreements with any employee that would
provide compensation for loss of office or employment resulting from a
takeover. The Company also has no agreement with any Director to provide
compensation for loss of office or employment resulting from a takeover.

Appointment and retirement of Directors

The appointment and retirement of Directors is governed by the Articles, the
Companies Act 2006, the UK Corporate Governance Code and related legislation.

Hannah Grove was appointed as a non-executive Director on 1 September 2021 and
succeeded Melanie Gee as Board Employee Engagement designated non-executive
Director on 1 November 2021 after Melanie Gee stepped down from the Board on
31 October 2021.

Catherine Bradley was appointed as a non-executive Director on 4 January 2022.

As announced, it is intended that Mike O'Brien and Pam Kaur will be appointed
as non-executive Directors on 1 June 2022, subject to shareholder approval.

Having been appointed since the 2021 AGM, Hannah Grove and Catherine Bradley
will retire and stand for election at the 2022 AGM.

All remaining Directors as at the date of the 2022 AGM, other than Jutta af
Rosenborg and Martin Pike, will retire and stand for re-election. Jutta af
Rosenborg and Martin Pike will retire from the Board at the conclusion of the
AGM.

The powers of the Directors can also be found in the Articles.

Directors and their interests

The Directors who served during the year, and up to the date the report was
signed were:

 Sir Douglas Flint (Chairman)      Melanie Gee(2)
 Stephen Bird                      Hannah Grove(1)
 Stephanie Bruce                   Martin Pike
 Jonathan Asquith                  Cathleen Raffaeli
 Catherine Bradley(3)              Cecilia Reyes

 Brian McBride
 John Devine                       Jutta af Rosenborg

1.  Appointed 1 September 2021.

2.  Retired 31 October 2021.

3.  Appointed 4 January 2022.

     Biographies of the current Directors can be found on pages 68 to 71.

Details of the Directors' interests in the Company's ordinary shares, the
abrdn plc (Employee) Share Plan, the abrdn Sharesave Plan and the share-based
discretionary plans are set out in the Directors' remuneration report together
with details of the executive Directors' service contracts and non-executive
Directors' appointment letters.

No Director has any interest in the Company's listed debt securities or in any
shares, debentures or loan stock of the Company's subsidiaries. No Director
has any material interest in any contract with the Company or a subsidiary
undertaking which was significant in relation to the Company's business,
except for the following:

-   The benefit of a continuing third party indemnity provided by the
Company (in accordance with company law and the Articles).

-   Service contracts between each executive Director and subsidiary
undertakings (Aberdeen Corporate Services Limited and Aberdeen Asset
Management PLC).

Copies of the following documents can be viewed at the Company's registered
office (details of which can be found in the Contact us section) during normal
business hours (9am to 5pm Monday to Friday) and are available for inspection
at the Company's AGM:

-   The Directors' service contracts or letters of appointment.

-   The Directors' deeds of indemnity, entered into in connection with the
indemnification of Directors provisions in the Articles.

-   The rules of the abrdn plc Executive Long-Term Incentive Plan.

-   The rules of the abrdn plc Deferred Share Plan.

-   The Company's Articles.

Directors' liability insurance

During 2021, the Company maintained directors' and officers' liability
insurance on behalf of its directors and officers to provide cover should any
legal action be brought against them. The Company also maintained pension
trustee liability indemnity policies (which includes third party indemnity)
for the boards of trustees of the UK and Irish staff pension schemes where
required to do so.

Our people

Our people are central to delivering our strategy, and we are focused on
helping them thrive.

 

     You can read more on our people strategy in the Strategic report section of
     this report.

Communicating with and engaging employees

We have a comprehensive approach to informing and involving our colleagues in
our business across elements that affect them directly - such as terms and
conditions, benefits and organisational change - through to broader strategic
information that helps them to understand our company's ambitions and how they
contribute to our success.

Frequent, two-way discussions and engagement takes many forms globally
including leader-led town hall and team sessions with question and answer
segments, coffee sessions with leaders to promote open discussion, focus
groups to gather feedback on specific ideas, and engagement groups that result
in co-created internal communications plans - such as for blended working,
workload management and engaging colleagues on our new brand during this year.

Engaging and involving colleagues in organisational change continues to be a
priority and our regular colleague forums provide defined structure for these
processes, including formal consultation on changes to colleague roles and
team structures. In the UK we engage with our established Employee Forum on
such matters and engage with colleague D&I networks for special interest
topics.

Our performance management approach - clarified this year as per 'Our pay
philosophy' on page 39 - is based on empowering colleagues to align their own
goals and behaviours to our strategy and we provide extensive internal
communications to colleagues when we make our twice-yearly financial results
announcements that outline our progress and achievements.

Board papers include a specific consideration of how matters presented to the
Board have taken account of employee interests. Further information on Board
engagement with employees can be found in the Corporate governance statement
on page 73.

Inclusion and diversity
Disability statement

We have specific policies to ensure that colleagues with disabilities face no
discrimination or obstacles in relation to job applications, training,
promotion and career development. Reasonable adjustments are also made to
train and enable employees who become disabled to allow them to continue and
progress in their career.

D&I policy, how it is implemented, progress made against it

To complement the Board's formal diversity statement
www.abrdn.com/annualreport, the Executive leadership team put in place a
Global Diversity and Inclusion policy www.abrdn.com/annualreport in 2019. It
affirms that diversity and inclusion remain as fundamental pillars supporting
all our decisions. We have always considered diversity in the broadest sense -
in backgrounds, experience, strengths and thinking as well as visible and not
visible characteristics. By valuing diverse talent and enabling people to
reach their potential in an inclusive culture, we provide global clients with
the diversity of thought and creativity required to bring long-term value.

Our 2021 Diversity and Inclusion report describes our progress and how the
objectives of our policy are implemented. You can read more here
www.abrdn.com/annualreport. Progress against our diversity and inclusion
framework is reviewed by the Nomination and Governance Committee.

Gender representation
 Gender Diversity               31 December 2021   Target by 2025
 Women at plc Board             45%                40% women | 40% men | 20% any gender

(5 of 11)
 Women in senior leadership(1)  36%                40% women | 40% men | 20% any gender

(62 of 171)
 Women in global workforce      46%                50% (+/- 3% tolerance)

(2,297 of 5,033)

1.      Relates to leaders one and two levels below CEO, minus
administration roles

Parker recommendations

As evidence of our commitment to ethnic diversity, we introduced an ethnicity
target for the first time which took effect on 1 January 2021, following the
recommendations of the Sir John Parker review. Since 2019 we have met the
Parker recommendation to have at least one Board member who identifies as
ethnic minority, and our target is to have one additional qualifying Board
member by 2025. The Board Charter mandates appointments to be based on merit,
with due consideration given to the Board's gender and ethnicity balance.

Sustainability

The commercial aims of our business are linked to its environmental, social
and governance responsibilities. You can find out more about how the business
is run sustainably throughout the Strategic report. The non-financial
information statement on page 44 summarises where you can find key information
on the approach. For details of greenhouse gas emissions, please see page 37.

Political donations

The Company has a long-standing policy of not making political donations. The
Company has limited authorisation from shareholders to make political
donations and incur political expenditure (Resolution 8, 2021 AGM). This is
requested as a precaution against any inadvertent breach of political
donations legislation. While abrdn has regular interaction with government and
elected politicians in the UK and other jurisdictions in which we operate, we
are strictly apolitical.

Auditors

The Audit Committee is responsible for considering the Group's External audit
arrangements. Resolutions proposing the re-appointment of KPMG LLP as auditors
of the Company and giving authority to the Audit Committee to determine their
remuneration will be submitted at the 2022 AGM.

Disclosure of information to the auditors

The Directors who held office at the date of the approval of this Directors'
report confirm that, so far as they are each aware, there is no relevant audit
information of which the Company's auditor is unaware; and each Director has
taken all the steps that he or she ought to have taken as a Director to make
himself or herself aware of any relevant audit information and to establish
that the Company's auditor is aware of that information.

Annual General Meeting

The 2022 AGM is scheduled to take place on 18 May 2022 in Edinburgh. Details
of the meeting content can be found in our AGM guide 2022. The AGM guide and
other materials will be published online at www.abrdn.com in advance of this
year's AGM.

Post balance sheet events

On 28 January 2022, the Group announced that it had sold an aggregate of
39,981,442 ordinary shares of its shareholding in Phoenix, representing
approximately 4% of Phoenix's issued share capital, at a price of 660 pence
per share, raising aggregate gross sale proceeds of c£264 million. As a
result of the sale, the Company's shareholding has reduced to 10.4% and it
continues to be classified as equity securities and interests in pooled
investment funds, measured at fair value.

On 2 December 2021 the Group announced the proposed acquisition of 100% of the
issued share capital of Antler Holdco Limited, the holding company of
interactive investor Limited (interactive investor) for cash consideration of
£1.49bn, subject to certain adjustments. interactive investor is the leading
subscription-based, digitally enabled, direct investing platform in the UK
and, as the acquisition constitutes a Class 1 transaction under the Listing
Rules, a Class 1 Circular was published on

9 February 2022. Completion is subject to the satisfaction of certain
conditions, including relevant regulatory approvals and the approval of the
acquisition by the Group's shareholders at a General Meeting on 15 March 2022.

Other information

Under Listing Rule 9.8.4.CR, a listed company must include all information
required by LR 9.8.4R in a single identifiable location or cross-reference
table. For the purposes of LR 9.8.4CR, the information required to be
disclosed can be found in the following locations. All the relevant
information cross-referenced below is hereby incorporated by reference into
this Directors' report.

                                                                               Location
 Topic                                                                         Directors' report  Directors'            None/

                                                                                                  remuneration report   Not applicable
 Interest capitalised                                                                                                   x
 Publication of unaudited financial information in a class 1 circular or in a                                           x
 prospectus, other than in accordance with Annexes 1 and 2 of the FCA's
 Prospectus Rules
 Details of long-term incentive schemes                                                           x
 Waiver of emoluments by a director                                                                                     x
 Waiver of future emoluments by a director                                                                              x
 Non pre-emptive issues of equity for cash                                                                              x
 Non pre-emptive issues of equity for cash in relation to major subsidiary                                              x
 undertakings
 Parent participation in a placing by a listed subsidiary                                                               x
 Contracts of significance                                                                                              x
 Provision of services by a controlling shareholder                                                                     x
 Shareholder waivers of dividends                                              x
 Shareholder waivers of future dividends                                       x
 Agreements with controlling shareholders                                                                               x

Going concern

The Group's business activities, together with the factors likely to affect
its future development, performance and financial position, are set out in the
Strategic report. This includes details on our liquidity and capital
management and our viability statement in the Chief Financial Officer's
overview section and our principal risks in the Risk management section
including the impact of COVID-19 on these principal risks. The Group financial
statements include additional information relating to going concern in the
basis of preparation section.

The Group continues to meet group and individual entity capital requirements
and day-to-day liquidity needs. The Company has a revolving credit facility of
£400m as part of our contingency funding plans and this is due to mature in
2025. The Group has considerable financial resources together with a
diversified business model, with a spread of business and geographical reach.
As a consequence, the Directors believe that the Group is well placed to
manage its business risks successfully.

After making enquiries and having assessed the principal risks and all other
available information, the Directors are satisfied that the Group and Company
have and will maintain sufficient resources to enable them to continue
operating for at least 12 months from the date of approval of the financial
statements and therefore consider it appropriate to adopt the going concern
basis of accounting in preparing the financial statements. There are no
material uncertainties relating to this going concern conclusion. In addition,
the Directors have assessed the Group's viability over a period of three
years.

The Directors' report was approved by the Board and signed on its behalf by:

Kenneth A Gilmour

Company Secretary

28 February 2022

5. Statement of Directors' responsibilities in respect of the Annual report
and the financial statements

The Directors are responsible for preparing the Annual report and accounts and
the Group and Company financial statements in accordance with applicable law
and regulations.

Company law requires the Directors to prepare Group and Company financial
statements for each financial year. Under that law they are required to
prepare the Group financial statements in accordance with international
accounting standards in conformity with the requirements of the Companies Act
2006 and applicable law and have elected to prepare the Company financial
statements in accordance with UK accounting standards and applicable law,
including FRS 101 Reduced Disclosure Framework. In addition the Group
financial statements are required under the UK Disclosure Guidance and
Transparency Rules to be prepared in accordance with UK-adopted international
accounting standards.

Under company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of the Group and Company and of the Group's profit or loss for that
period. In preparing each of the Group and Company financial statements, the
Directors are required to:

-   Select suitable accounting policies and then apply them consistently.

-   Make judgements and estimates that are reasonable, relevant, reliable
and prudent.

-   For the Group financial statements, state whether they have been
prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and UK-adopted international
accounting standards.

-   For the Company financial statements, state whether applicable UK
accounting standards have been followed, subject to any material departures
disclosed and explained in the Company financial statements.

-   For the Group and Company's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern.

-   Use the going concern basis of accounting unless they either intend to
liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control 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.

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 differ from legislation in other jurisdictions.

Responsibility statement of the Directors in respect of the annual financial report

We confirm that to the best of our knowledge:

-   The financial statements, prepared in accordance with the applicable set
of accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole.

-   The Strategic report and Directors' report include a fair review of the
development and performance of the business and the position of the Company
and the undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties that they face.

We consider the Annual report and accounts, taken as a whole, is fair,
balanced and understandable and provides the information necessary for
shareholders to assess the Group's position and performance, business model
and strategy.

 

 

By order of the Board

 Sir Douglas Flint  Stephanie Bruce

 Chairman           Chief Financial Officer

 28 February 2022   28 February 2022

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  FR DXGDDDDDDGDI