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

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28/02/2023 07:16

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RNS Number : 2292R  abrdn PLC  28 February 2023

abrdn plc

Full Year Results 2022

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 2022.

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
67, as the Board considers they fit better within that report. Specifically,
these are:

-     Future business developments.

-     Risk management.

-     Our approach to managing, and reporting, on our global greenhouse
gas emission impact(s).

-     Information on how the Directors have had regard for the Company's
stakeholders (also covered in the Corporate governance statement on pages 76
and 77).

-     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 80).

Reporting for the year ended 31 December 2022

During 2022, the Group operated primarily in the UK, rest of Europe, Asia and
the Americas. More information about the relevant activities of the Company's
principal subsidiary undertakings are in the Strategic report on pages 2 to
67.

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 2022 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 74 to 130 is submitted by the Board.

The results of the Group are presented in the Group financial statements on
pages 156 to 264. 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 18 and Note 35
to the Group financial statements. These notes are incorporated into this
report by reference.

This report 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 2022 of 7.30p per ordinary
share. This will be paid on 16 May 2023 to shareholders whose names are on the
register of members at the close of business on 31 March 2023.

The total payment is estimated at £142m for the final dividend and together
with the interim dividend of 7.30p per share totalling £153m paid on 27
September 2022, the total dividend for 2022 will be 14.60p per share (2021:
14.60p) totalling £295m (2021: £308m).

Share capital

The Company's issued share capital as at 31 December 2022 comprised a single
class of ordinary share. Full details of the Company's share capital,
including movements in the Company's issued ordinary share capital during the
year, are in Note 24 to the Group financial statements, which is incorporated
into this report by reference. An analysis of registered shareholdings by
size, as at 31 December 2022, can be found in the Shareholder information
section on page 296.

On 6 July 2022, the Company announced the commencement of a share buyback
programme of the Company's ordinary shares up to a maximum aggregate
consideration of £300m. The programme completed on 8 December 2022. The
purpose of this programme was to return value to shareholders, reduce the
share capital of the Company and increase the earnings per share as a result.
A share buyback was considered the most efficient method to achieve this. All
shares purchased have been cancelled. In total 178,835,268 shares were
cancelled through this programme.

As at 31 December 2022, there were 2,001,891,899 ordinary shares in issue held
by 89,155 registered members. The abrdn Share Account (the Company-sponsored
nominee) held 648,559,822 of those shares on behalf of 914,644 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 2022 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%
 M&G Plc                                 17 March 2022        Acquisition of voting rights  110,293,454                                        5.06%
 M&G Plc                                 21 April 2022        Disposal of voting rights     104,256,375                                        4.78%
 M&G Plc                                 14 September 2022    Acquisition of voting rights  109,161,748                                        5.08%
 Blackrock Inc                           30 November 2022     Acquisition of voting rights  203,451,402                                        10.03%

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 abrdn Employee Benefit Trust 2019
(formerly named 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.

A copy of the Articles can be obtained 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.

The Articles are on our website at 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 2022 Annual General Meeting (AGM), shareholders granted the Directors
limited powers to:

-     Allot ordinary shares in the Company up to a maximum aggregate
amount of £101,536,408.

-     Disapply, up to a maximum total nominal amount of £15,230,461 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 218,072,513 of its issued ordinary shares which represented 10% of
the share capital at the time.

During 2022, under the authority granted at the 2022 AGM, the Company
purchased 178,835,268 of its ordinary shares of 13 (61)/(63) pence each,
paying an aggregate amount of £299,584,946. As at 31 December 2022, the
percentage of share capital represented by these purchased shares was
approximately 9%.

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.

Mike O'Brien and Pam Kaur were appointed as non-executive Directors on 1 June
2022.

Cecilia Reyes stepped down from the Board on 30 September 2022.

As announced, Brian McBride will not stand for re-election at the 2023 AGM on
10 May 2023 and will stand down from the Board from that date.

All remaining Directors as at the date of the 2023 AGM, will retire and stand
for re-election.

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)
 Stephen Bird                    Hannah Grove
 Stephanie Bruce                 Martin Pike(1)
 Jonathan Asquith                Cathleen Raffaeli
 Catherine Bradley(3)            Cecilia Reyes(2)

 Brian McBride
 John Devine                     Jutta af Rosenborg(1)

 Pam Kaur(4)

 Mike O'Brien(4)

1.  Retired 18 May 2022.

2.  Retired 30 September 2022.

3.  Appointed 4 January 2022.

4.  Appointed 1 June 2022.

Biographies of the current Directors can be found on pages 70 to 73.

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 2022, 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.

More on our people strategy can be found in the Strategic report section of
this report.

Communicating with and engaging employees

We have an extensive programme of communication and engagement activity that
aims to inform and involve colleagues, from our purpose-led strategy through
to day-to-day activity that supports our business and clients. We have
balanced the sharing of clear, transparent messaging on key topics with
listening closely to our colleagues - via our regular Pulse surveys and
anecdotal feedback - continuously shaping our activity as we progressed
through 2022.

We have intentionally focused on building a tone of openness and honesty where
we talk to our people, hear their questions and respond in real time. We
continue to engage with our Employee Forum in the UK, and networks outside the
UK, not only on matters of organisational change, but also prior to
introducing new channels or initiatives.

 Getting our colleagues closer to our leaders to build mutual understanding,
encourage two-way discussion and focus on our goals was a key objective of
this year. We introduced CEO-channels such as team visits, coffee sessions,
our new 'As It Is' video channel and townhalls across the world that together
achieved high levels of interaction and engagement throughout the company.
This was complemented by our ELT-led channels of local townhalls and our new,
company-wide 'Let's Hear It' bi-monthly events.

Colleague recognition is playing more and more of a role in how it feels to
work at abrdn. Mid-year we launched thank you cards and our 'Praise Board' on
abi (our intranet) and thousands of colleagues have taken time out to shout
out their peers and teams for the great work they are doing. Recently we also
added the ability to recognise in line with our culture Commitments, building
greater momentum and supporting positive change.

We continue to support our performance culture - by giving leaders and
colleagues new and simple tools to support meaningful conversations, as well
through our mid and end of year reviews. We also simplified the review process
and introduced a new goal aligned to our culture Commitments which will see
every colleague globally set a goal directly related to their role in making
abrdn a great place to work.

Diversity, equity and inclusion
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. In 2022 we reviewed our recruitment process and
realised that although we had always offered candidates the ability to make
adjustments they needed to our recruitment process for their disability, this
wasn't often used or very obvious. We revised the diversity statement on our
interview letters and templates to include specific wording and guidance for
candidates with a disability or who are neurodivergent. We also ran workshops
in 2022 to make clearer for colleagues how they can benefit from assistance or
an adjustment if they are neurodivergent, or have any physical, sensory,
cognitive, mental, visible or invisible disability.

DEI policy, how it is implemented, progress made against it

To complement the Board's formal diversity statement
www.abrdn.com/corporate/about-us/governance, the executive leadership team put
in place a Global Diversity, Equity and Inclusion policy in 2019
www.abrdn.com/corporate/about-us/diversity-and-inclusion It affirms that
diversity, equity 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, enabling them to thrive
and aiming for inclusion, we can empower our people to be innovative and
passionate about creating value for our clients and communities.

We are making good progress against our DEI objectives and are focused on
building on this because we know there is more to do at abrdn and across our
industry. Our 2022 Diversity, Equity and Inclusion report describes our
progress and how the objectives of our policy are implemented. Our 2022 report
can be found on our website at
www.abrdn.com/corporate/about-us/diversity-and-inclusion Progress against our
diversity, equity and inclusion framework is reviewed twice a year by the
Nomination and Governance Committee.

Gender representation
 Gender Diversity               31 December 2022  Target by 2025
 Women at plc Board             45%               40% women | 40% men | 20% any gender

(5 of 11)
 Women in senior leadership(1)  39%               40% women | 40% men | 20% any gender

(52 of 132)
 Women in global workforce      46%               50% (+/- 3% tolerance)

(2226 of 5147)

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. More details about how the business is run
sustainably can be found throughout the Strategic report. The non-financial
information statement on page 46 summarises where key information on the
approach can be found. For details of greenhouse gas emissions, please see
page 39.

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, 2022 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 2023 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 2023 AGM is scheduled to take place on 10 May 2023 in Edinburgh. Details
of the meeting content can be found in our AGM guide 2023. 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

In January 2023 the Group decided to exit a leased US property and an
impairment of £13m was recognised on the right-of-use property asset.

On 26 February 2023, the Group agreed the sale of abrdn Capital Limited (aCL),
its discretionary fund management business to LGT. aCL is part of the Personal
segment. The sale is expected to complete in the second half of 2023,
following satisfaction of certain conditions including receipt of customary
regulatory approvals. The sale involves the transfer of approximately £6.1bn
in assets under management (as at 31 December 2022) and approximately 140
employees. The agreed purchase price to be paid at completion is £140m
subject to certain adjustments, principally reflecting activity in the period
to completion. The sale is expected to result in an IFRS profit on disposal of
subsidiaries of approximately £60m and an IFPR regulatory capital benefit of
approximately £120m.

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. 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
2026. 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:

Julian Baddeley

Company Secretary

28 February 2023

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 UK-adopted
international accounting standards 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.

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 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.

-     Assess 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. In accordance
with Disclosure Guidance and Transparency Rule 4.1.14R, the financial
statements will form part of the annual financial report prepared using the
single electronic reporting format under the TD ESEF Regulation. The auditor's
report on these financial statements provides no assurance over the ESEF
format.

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 2023   28 February 2023

 

 

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