REG - Assoc British Enging - Annual Financial Report <Origin Href="QuoteRef">ASBE.L</Origin> - Part 4
29/07/2016 07:06
- Part 4: For the preceding part double click ID:nRSc5992Fc
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Balance at 31 March 2015 51 5,370 2,594 212 4 (8,143) 88
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Loss for the year - - - - - (1) (1)
Other comprehensive income
Unrealised gain on Available For Sale financial assets (**) - - - - 3 - 3
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Total comprehensive income for the year - - - - 3 (1) 2
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Balance at 31 March 2016 51 5,370 2,594 212 7 (8,144) 90
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(*) = Items which will not be subsequently be reclassified to the Income Statement.
(**) = Items which may subsequently be reclassified to the Income Statement.
The accounting policies on pages 15 and 21 and the notes on pages 45 to 50 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2016
2016 2015
£'000 £'000
Cash flows from operating activities
Cash used in operations (53) (59)
Interest received 22 20
Net cash used in operating activities (31) (39)
Cash flows from investing activities - -
Net cash used in investing activities - -
Cash flows from financing activities - -
Net cash used in financing activities - -
Net decrease in cash and cash equivalents (31) (39)
Cash and cash equivalents at beginning of year 59 98
Cash and cash equivalents at end of year 28 59
CASH FLOW FROM OPERATING ACTIVITIES
2016 2015
£'000 £'000
Loss before taxation (1) (136)
Adjustments for:
Interest income (22) (20)
Finance expense - -
Changes in working capital:
Decrease/ (increase) in trade and other receivables 17 (2)
(Decrease)/ increase in payables (47) 99
Taxes paid - -
Cash used in operations (53) (59)
The accounting policies on pages 15 and 21 and the notes on pages 45 to 50 form part of these accounts.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
1. OPERATING COSTS AND OPERATING LOSS Operating loss is stated after charging/(crediting) 2016 2015
£'000 £'000
Directors (note 2) and employees 56 60
Depreciation of tangible fixed assets: owned - -
Staff costs 10 10
Fees payable to the Company's auditor for the audit of the company's annual accounts 20 23
2. STAFF COSTS AND EMPLOYEES 2016 2015
£'000 £'000
Wages and salaries 56 60
56 60
56
60
56
60
The average monthly number of persons employed by the Company during the year was:
2016 2015
Number Number
By activity
Directors 3 3
Administration 1 1
3 4
3
4
3. DIRECTORS REMUNERATION 2016 2015
£'000 £'000
Remuneration in respect of directors was as follows:
Remuneration 35 49
35
49
4. KEY MANAGEMENT COMPENSATION 2016 2015
£'000 £'000
Remuneration of Company directors 35 49
35
49
The Company made no pension contributions in respect of Company directors during the year ended 31
March 2016 or 31 March 2015.
5. NET FINANCE EXPENSE 2016 2015
£'000 £'000
Interest receivable on cash and cash equivalents (22) (20)
(22) (20)
(22)
(20)
6. TAXATION
There is no taxation liability at 31 March 2016 (2015: £nil)
There is no taxation liability at 31 March 2016 (2015: £nil)
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
7. PROPERTY, PLANT AND EQUIPMENT Computer equipment Total
£'000 £'000
COST
At 1 April 2014 2 2
Additions - -
Disposals - -
At 31 March 2015 2 2
At 1 April 2015 2 2
Additions - -
Disposals - -
At 31 March 2016 2 2
ACCUMULATED DEPRECIATION
At 1 April 2014 2 2
Charge for year - -
Eliminated on disposals - -
At 31 March 2015 2 2
At 1 April 2015 2 2
Charge for year - -
Eliminated on disposals - -
At 31 March 2016 2 2
CARRYING AMOUNTS
At 31 March 2016 - -
At 31 March 2015 - -
At 31 March 2014 - -
At 31 March 2014
-
-
8. CAPITAL COMMITMENTS
At 31 March 2016 the Company has no capital commitments (2015: £Nil)
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
9. INVESTMENTS IN SUBSIDIARIES
Company % Holding Activity Country of Incorporation
British Polar Engines Limited 100% Manufacture and supply of diesel engines, associated servicing and sale of spare parts Scotland
Akoris Trading Limited * Commodity and natural resource trading, finance and investment England & Wales
Kelvin Diesels Limited* Diesel Engines, acting as nominee for British Polar Engines Limited Scotland
Kelvin Diesels Limited*
Diesel Engines, acting as nominee for British Polar Engines Limited
Scotland
The investment in British Polar Engines Limited and Akoris Trading Limited was fully provided against at 31 March 2016 and
31 March 2015.
* Held indirectly via British Polar Engines Limited
10 AVAILABLE FOR SALE INVESTMENTS 2016 2015
£'000 £'000
Listed securities 134 131
131
Available For Salefinancial assets
£
Opening balance 131
Additions -
Net fair value gain 3
Disposals -
Closing balance 134
Closing balance
134
Gains or losses on available for sale investments are presented within other comprehensive income.
IFRS 13 requires that the fair value reflects "exit price" and is valued in line with the relevant "unit of account" and
the fair value of the equity investments held is calculated by reference to the quoted market price at the year end.
Available for sale investments, which are valued based on active markets' prices, are reported under Level 1 in the fair
value hierarchy.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
11 TRADE AND OTHER RECEIVABLES 2016 2015
£'000 £'000
Trade and other receivables 2 -
Prepayments and accrued income 1 20
3 20
3
20
12 TRADE AND OTHER PAYABLES 2016 2015
£'000 £'000
Amounts falling due within one year
Trade and other payables 55 96
Accruals and deferred income 20 26
75 122
Amounts falling due after one year 2016 2016
£'000 £'000
Amounts due to group undertakings - -
- -
-
-
13. FINANCIAL INSTRUMENTS
The fair values of cash and cash equivalents, available for sale financial assets, receivables and payables are
assumed to approximate to their carrying values.
The Company's financial instruments comprise cash and various items, such as trade and other receivables, available for
sale financial assets and trade and other payables that arise directly from its operations. The main purpose of these
financial instruments is to finance the Company's operations. At 31 March 2016 the Company has cash balances of £28,000
(2015: £59,000) and no bank overdraft (2015: £Nil).
RISKS
The main risks arising from the Company's financial instruments are market risk, liquidity risk and credit risk. Market
risk includes foreign exchange risk and interest rate risk. The Company has limited exposure to foreign exchange risk and
also has no loans, therefore limited exposure to interest rate risk.
Cash and cash equivalents held at floating rates expose the entity to cash flow risk. Interest rate risk is limited to the
cash and cash equivalents.
Based on the balance sheet value of cash and cash equivalents, a 1% change in interest base rates would lead to an increase
or decrease in income and equity of £280 (2015: £590).
The Board reviews and agrees policies for managing each of the above risks and they are summarised overleaf and in the
accounting policies to the Company financial statements. These policies have been consistently applied throughout the
period.
LIQUIDITY RISK
The Company's liquidity is dependent on the cash balances available and it is the Company's policy to place
surplus cash on deposit to ensure as high a rate of return as possible. The Board reviews an annual 12
month financial projection as well as information regarding cash balances on a monthly basis.
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
13. FINANCIAL INSTRUMENTS (continued)
CREDIT RISK
The Company's principal financial assets are cash deposits, available for sale financial assets and trade and other
receivables. The credit risk associated with the cash is limited as the counterparties have high credit ratings assigned
by international credit-rating agencies. The credit risk arising from its trade and other receivables is negligible.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at
fair value into Levels 1 to 3 based on the degree to which the fair value is observable:
· Level 1 fair value measurements are those derived from quoted prices in active markets for identical assets or
liabilities;
· Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that
are observable for the asset or liability, either directly (i.e as prices) or indirectly (i.e derived from prices); and
· Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or
liability that are not based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Available for sale financial assets
Quoted securities 134 - - 134
14. DEFERRED TAXATION
There is no unprovided deferred taxation liability at 31 March 2016 or 31 March 2015. No provision has been made for the potential deferred tax assets on the trading losses carried forward as they are not sufficiently certain to crystallise in the foreseeable future. The amounts not recognised (all of which have been calculated at 20% (2015: 20%) are set out below.
2016 2015
£'000 £'000
Arising from trading losses 298 298
Arising from capital losses 1,655 1,655
1,953 1,953
1,953
1,953
ASSOCIATED BRITISH ENGINEERING PLC
NOTES TO THE ACCOUNTS - COMPANY
FOR THE YEAR ENDED 31 MARCH 2016
15. CALLED UP SHARE CAPITAL 2016 2015
£'000 £'000
Nominal value:
Allotted and fully paid:
2,048,990 ordinary shares of £0.025 each 51 51
1,313,427 deferred shares of £1.975 each share premium 2,594 2,594
2,645 2,645
Carrying value:
Equity shares:
2,048,990 ordinary shares of £0.025 each 51 51
Equity shares:
2,048,990 ordinary shares of £0.025 each
51
51
Further to the Extraordinary General Meeting held on 1 September 1999 the ordinary shares have 200 votes per share.
The deferred shares do not have voting rights and do not carry any entitlement to attend general meetings of the Company;
they are not admitted to any Stock Exchange and carry a right to participate in any return of capital once an amount of
£100 has been paid in respect of each new ordinary share.
16. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 March 2016 or 31 March 2015.
17. RELATED PARTY TRANSACTIONS
The Company has taken advantage of the exemption with regard to disclosing transactions with wholly-owned subsidiaries, on
the grounds that the results of the subsidiaries are included in the publicly available consolidated financial statements
of Associated British Engineering Plc.
ASSOCIATED BRITISH ENGINEERING PLC
STATEMENT OF DIRECTORS' RESPONSIBILITIES
STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Directors' Report, the Remuneration Report and the
financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors
are required to prepare financial statements in accordance with International Financial Reporting Standards, as adopted by
the European Union (IFRSs) and have also been chosen to prepare the parent company financial statements under IFRS as
adopted by the European Union. 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 profit or loss of the
Group for that period. In preparing these financial statements, the directors are required to:
· select suitable accounting policies and then apply them consistently
· make judgements and accounting estimates that are reasonable and prudent
· state whether applicable accounting standards, IFRS as adopted by the European Union have been followed, subject to
any material departures disclosed and explained in the financial statements
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
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 the Group and
enable them to ensure that the financial statements and the directors remuneration report comply with the Companies Act
2006 and Article 4 of the IAS Regulations. They are also responsible for safeguarding the assets of the Company and the
Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors confirm that:
· so far as each director is aware, there is no relevant audit information of which the Company's auditor is unaware;
and
· the directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit
information and to establish that the auditor is aware of that information.
· the directors are responsible for preparing the annual report in accordance with applicable law and regulations. The
directors consider the annual report and the financial statements, taken as a whole, provides the information necessary to
assess the company's performance, business model and strategy and is fair, balanced and understandable
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the
Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
To the best of my 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 of the Group and Company and profit or loss of the Group; and
· the annual report, including the Strategic Report includes a fair review of the development and performance of the
business and the position of the Group and Company, together with a description of the principal risks and uncertainties
faced.
C Weinberg
Director
Date: 28 July 2016
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT
(AS REFERRED TO IN THE DIRECTORS' REPORT)
In accordance with the requirements of the Listing Rules of the Financial Conduct Authority, set out below are details of
the Company's corporate governance arrangements, including a statement as to how the Company applies the main principles of
the UK Corporate Governance Code ("the Code"), together with a statement regarding its compliance with specific provisions.
The Code is publicly available on the Financial Reporting Council's website www.frc.org.uk. Whilst welcoming the principles
contained within the Code, the Board considers that it should be recognised that what may be appropriate for a large
Company may not necessarily be so appropriate for a smaller company and the Company's current circumstances. As a result,
the Company has been in compliance throughout the year with the provisions set out in the UK Corporate Governance Code with
the following exceptions:-
· The division of responsibilities between the roles of chairman and chief executive have not been clearly established,
set out in writing and agreed by the Board. This is contrary to provision A.2.1. This has not been put in place because
there is no chief executive on the Board but the appointment of joint-chairmen provides checks and balances;
· The Company does not have a Nomination Committee, this is contrary to provisions B2.1-B2.2. This
has not been considered necessary due to the size and nature of the Board which consists of two part time executive
directors;
· The non-executive director of the Company has not been appointed for specific terms as required by provision B2.3.
This has not been considered necessary as the sole incumbent resigned and a new non-executive director has not been
appointed. ;
· There is no formal training programme for new directors on joining the Board. This is contrary to provision B4.2.
The has not been considered necessary to date but will be actively considered by the Board for new appointments;
· The Board has not undertaken a formal and rigorous annual evaluation of its own performance and the individual
directors. This is contrary to provision B.6.1. When a new non-executive director is appointed this will be implemented.
· The Board has not appointed independent non-executive directors as required by B1.2, C.3.1, A4, D2, and D2.1. The
Board is actively pursuing suitable candidates for the position(s).
Board of Directors
Since September last year the Board comprises two part time executive directors, as detailed in the Directors' Report.
The Board of Directors is responsible for formulating strategy and monitoring financial performance. The directors are in
frequent contact throughout the year with the Group's business, meet as required and also attend formal Board meetings. The
strategies proposed by management of the company and its subsidiaries are fully discussed, critically examined against the
best and long term interests of not only the shareholders, but also customers, employees, suppliers and various communities
and environments within which the Company operates. During the year, all serving directors were in attendance at Board
meetings.
The Board retains full responsibility for the direction and control of the Group and has a formal schedule of matters in
respect of which decisions are reserved to it, covering key areas including strategy formulation, acquisitions or
disposals, approval of the budget for the subsidiary, financial results, board appointments and proposals for dividend
payments.
The Board has full and timely access to relevant information throughout the Group.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
All directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring
that Board procedures are compiled with. There is also formal agreed procedure for directors in the furtherance of their
duties to take independent professional advice as necessary at the Group's expense.
The business address of each of the directors is 9 High Street, Little Eversden, Cambridge CB23 1HE.
The Board is supported by a senior management team which includes the following individuals:
Stewart Davis (68), non-executive director of BPE and former managing director. Stewart has worked for BPE for 51 years
and was its sales director from 1985 to 2007.
Bill Girdwood (42) he joined BPE in October 2014 from another engineering company and is now managing director with a
special focus on sales and new products.
Non-Executive Directors
Short biographies of the directors appear on page 60 and show considerable and varied experience in the business world and
the City.
Under the Company's Articles of Association, new directors and at least one third of the directors retire from office each
year. The retiring director is eligible for re-election.
At the year end, there were no non-executive directors. The directors continue to search for a suitable candidate for the
role and intend to appoint a non- executive director in the near future.
Nominations Committee
The Appointment of directors will be discussed by the full Board until such time as there are two non-executive directors
to form an effective committee. Potential new non-executive directors are proposed by all the members of the Board and
major shareholders; the Board considers these in the light of the Company's business requirements and the need to have a
balanced Board. The Board will then implement an appropriate review committee.
Audit Committee
The Company's audit committee comprises the full Board. The audit committee meets at least twice a year to monitor the
financial reporting process, including its annual and interim accounts; the effectiveness of the Company's internal
controls and risk management systems; statutory audit of the annual accounts; and to review and monitor the independence of
the statutory auditor and provision of additional services to the Company. After reviewing the process, the decision was
made to appoint haysmacintyre as the new auditors. This decision was made to ensure that the independence of the auditor
was maintained, given Grant Thornton's involvement for many years.
There is no internal audit function. Due to the size of the finance function and the close involvement of directors, the
Board and the Audit Committee do not consider there to be a need for a separate internal audit function.
As part of this process, the performance of the Group's major division is considered, with key judgements, estimates and
accounting policies being approved by the subsidiary Board ahead of recommendation to the Group board. The primary areas of
financial reporting judgement considered by the Committee in relation to the 2016 financial statements and how they were
addressed are outlined below:
Revenue Recognition and Management Override
The Committee have reviewed the systems and control processes in place during the financial year to 31 March 2016 and
concluded that, given the resources available, appropriate procedures are in place. There is sufficient level of
supervisory oversight in place to ensure that revenue is not materially misstated and the risk of management override has
been reduced.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
Audit Committee (continued)
Inventory valuation
The Committee have reviewed the policy of valuing inventory and of providing for obsolete and slow-moving inventory lines.
This is in line with their expectations and with the policies implemented by similar organisations.
Recoverability of receivables
The Committee have reviewed the policy for providing for doubtful debts and believe them to be both robust and adequate.
Assessing external audit effectiveness
The Audit Committee reviews audit quality every year using feedback from the Auditors, the Board and Senior Management
Team. The effectiveness and quality of the audit process is considered by focussing on the scope of the audit and auditor
independence in order to ensure that the quality of the audit process is not compromised and remains effective. Following
the review, a decision was made to replace the existing auditors, Grant Thornton LLP with haysmacintyre.
Pensions
The Committee continued to monitor the Company's pension arrangements, in particular the liability in respect of the
defined benefit plans, which are sensitive to assumptions made in respect of discount rates and inflation. The Committee
reviewed the actuarial assumptions used and compared them with those used by other companies, and considered them to be
reasonable.
Appointing the auditor and safeguards on non-audit services
haysmacintyre were appointed auditors to the company during the year and do not provide any prohibited non-audit services.
In accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a
General Meeting.
Remuneration
The Company's remuneration committee comprises Rupert Pearce Gould and Colin Weinberg. The remuneration committee is to
meet at least twice a year and has as its remit the determination and review of, amongst others, the remuneration of
directors including company directors together with any incentive plans adopted, or be adopted, by the Company and the
Group.
Communication with Shareholders
The Board believes it is important to respond adequately to the queries of both private and institutional shareholders.
The Chairman's Statement in the Annual Report contains a business review. An interim business review is also provided with
the half yearly announcement. The Chairmen are available to shareholders at any time to discuss strategy and governance
matters.
The Board seeks to ensure that its report and accounts and other financial statements provide a clear assessment of the
Group's business. All shareholders have the opportunity to ask questions and express their views at the Company's Annual
General Meeting, at which all directors are available to take questions.
AUDIT AND INTERNAL CONTROL
The directors are responsible for the Group's system of internal control and reviewing its effectiveness.
The directors are responsible for the Group's system of internal control and reviewing its effectiveness. These controls
can only ever provide reasonable but not absolute assurance that assets are safeguarded against material misstatement or
loss, that proper accounting records are maintained, and that the information used internally, or for publication, is
accurate and reliable. The key procedures, which exist to provide external control, are as follows
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
AUDIT AND INTERNAL CONTROL (continued)
- a regular review is undertaken to assess the risks facing the trading subsidiary and to enhance the systems
which manage the risk identified. Local management establishes control procedures for each of the risks identified and
reports whether the key controls have operated effectively
- agreement of Group short term financial objectives and business plans
- review by the Board of monthly Group Financial Statements and monitoring of results against budget. The
executive directors attend regular Board meetings of the subsidiary(ies)
- Board control over treasury, taxation, legal, insurance and personnel issues
- The acquisition or disposal of a business may not be completed without the approval of the Board.
- The operational responsibility for preparing the consolidated accounts is delegated to a third party service
provider with the Board retaining responsibility for overall content, presentation and final review of the consolidated
accounts.
These controls can only ever provide reasonable but not absolute assurance that assets are safeguarded against material
misstatement or loss, that proper accounting records are maintained, and that the information used internally, or for
publication, is accurate and reliable. The key procedures, which exist to provide external control, are as follows -
- clearly defined organisation structures with segregation of duties wherever practicable. Operating and
financial responsibilities for the subsidiary Companies are delegated to the subsidiaries Board and there are limits which
apply to capital expenditure and significant contracts.
- a regular review is undertaken to assess the risks facing the trading subsidiaries and to enhance the
systems which manage the risk identified. Local management establishes control procedures for each of the risks identified
and reports whether the key controls have operated effectively agreement of Group short term financial objectives and
business plans.
- review by the Board of monthly Group Financial Statements and monitoring of results against budget. The
executive directors attend regular Board meetings of the subsidiaries
- Board control over treasury, taxation, legal, insurance and personnel issues
- The acquisition or disposal of a business may not be completed without the approval of the Board.
- The operational responsibility for preparing the consolidated accounts is delegated to a third party service
provider with the Board retaining responsibility for overall content, presentation and final review of the consolidated
accounts.
Risk Management
The Board confirms that there is an ongoing process for identifying, evaluating and managing significant business risks
faced by the Group, including those risks relating to social, environmental and ethical matters. This process was in place
throughout the year under review and up to the date of approval of this report. The Audit Committee has kept under review
the effectiveness of the system of internal control and has reported regularly to the Board.
Through these mechanisms, Group performance is continually monitored, risks identified in a timely manner, their financial
implication assessed, control procedure re-evaluated and corrective actions agreed and where possible implemented.
The Board believes that it is not currently appropriate for the Group to maintain an internal audit function due to the
size of the Group and the manner in which the Group operates.
The Board consider the independence and objectivity of the external auditor on an annual basis, with particular regard to
non-audit services. The split between audit and non-audit fees for the year and information on the nature of the non-audit
fees appear in note 3 to the financial statements. There were no prohibited non-audit fees incurred from the auditor
during the year. The Board also receive an annual confirmation of independence from the auditors.
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
(AS REFERRED TO IN THE DIRECTORS' REPORT)
Fair, Balanced and Understandable
We consistently seek to improve the process of compiling the Annual Report to give the Board more time to assess whether it
was fair, balanced and understandable, as required by the Code. The Board considered whether the Annual Report contained
the necessary information for shareholders to assess the Group's performance, business model and strategy. The tone was
reviewed to ensure a balanced approach and, with the support of the Audit Committee, the Board made sure the narrative at
the front end of the report was consistent with the financial statements.
VIABILITY STATEMENT
In accordance with provision C.2.2. of the UK Corporate Governance Code, the directors have assessed the viability of the
Group over the immediate and foreseeable future (up to three years) and in consideration of its development plans. This
assessment has been made taking account of the current position of the Group, the present immediate plan, the corporate
planning process, a budget for the operating company and the Group's principle risks associated with the current plan.
The budgets where applicable include an assessment of live business opportunities of which the Board are aware at the time
of writing this report.
Following this assessment, the Board have concluded, based on the budgets produced and the financial position of the Group,
that there is reasonable expectation that the Group have adequate resources and will continue to operate and meeting is
liabilities as they fall due.
GOING CONCERN
The financial statements have been prepared on the going concern basis. There have been no changes to accounting policies
in the year. The most notable accounting event has been the extended losses that have resulted from a further decline in
turnover from last year. The Board is implementing its strategy for addressing this and for developing fresh sales areas to
utilise the company's expertise in its core business. This plan also remains subject to the recovery plan agreed with the
Trustees of our pension fund which is set out in Contributions by employer in respect of the shortfall in funding following
the triennial review on page 36.
Based on the Group's budgets and cash forecasts, the Board considers that the Group has sufficient resources to meet all
necessary outgoings and to enable it to continue in operational existence for the foreseeable future.
On behalf of the Board
C Weinberg
Director
Date 28 July 2016
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
Introduction
This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies (accounts and Reports)
(Amendment) Regulations 2013 in respect of the year ended 31 March 2016. The reporting requirements entail two sections to
be included, a Policy Report and an Annual Remuneration Report which are presented below.
The Company's auditor, haysmacintyre, is required to give its opinion on certain information included in this report, this
comprises of the Directors Remuneration - single figure table on page 57 and the information on directors shareholdings
which is contained in the directors report on page 4 and also forms part of this directors' remuneration report. Their
report on these and other matters is set out on pages 3 to 5.
Consideration by the Directors of Matters Relating to Directors' Remuneration
The Company's Remuneration Committee considers Directors' remuneration and has not sought advice or services from any
person in respect of its consideration of Directors' remuneration during the period although the Directors expect from
time to time to review the fees against those paid to boards of directors of comparable organisations and appointments.
The Company does not have a Chief Executive Officer, Senior Management or any full time employees and relies on senior
management in each subsidiary.
DIRECTORS' REMUNERATION POLICY REPORT
The roles of the directors are as follows:-
Joint Chairman and Deputy Chairman - Rupert Pearce Gould (part time executive - operational)
Joint Chairman and Deputy Chairman - Colin Weinberg (part time executive - finance)
The Company's policy is for the Directors to be remunerated in the form of fees, payable monthly in arrears. The
non-executive directors each receive a fee for their services, which is agreed by the Remuneration Committee after
reviewing comparable organisations and appointments. None of the non-executive directors receive a pension or other
benefit from the Company, nor do they participate in any bonus or incentive schemes or share option schemes.
The fees are not specifically related to the Directors' performance, either individually or collectively. The Board is
also entitled to be repaid all reasonable travelling subsistence and other expenses incurred by them respectively whilst
conducting their duties as Directors, however no other remuneration or compensation was paid or payable by the company
during the period to any of the current Directors. There will be no payment for loss of office unless approved by a
separate shareholder resolution.
Major decisions on Remuneration
The Company's policy is that the fees payable to each director should reflect the time spent by the directors on the
Company's affairs and the responsibilities borne by each of the directors. They should be sufficient to attract candidates
of high calibre to be recruited. The policy is for the Chairmen of the Board to be paid higher fees than the other
directors in recognition of the more onerous role. The Remuneration policy is to review the director's fee rates from time
to time, benchmarking the fees against comparable organisations and appointments, although such review will not necessarily
result in any change. Due to the nature of the Company, there are no full time employees and therefore the requirement to
consider the percentage change in remuneration of all employees when determining the Directors' remuneration is not
considered to be relevant.
The non-executive director has a service agreement with the Company and Colin Weinberg has a similar agreement. In
accordance with the Articles of Association each director retires from office at the third annual general meeting after the
annual general meeting at which he was last elected. A retiring director is eligible for re-election.
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT (Continued)
A Director may resign by notice in writing to the Board at any time giving one month's notice. None of the Directors are
entitled to compensation payable upon early termination of their arrangements other than in respect of any unexpired notice
period.
In accordance with the reporting requirements of Large and Medium sized Companies (accounts and Reports) (Amendment)
Regulations 2013, an Ordinary resolution for the approval of the remuneration policy of the Company to remain in force for
a three year period, was put to the members of the Annual General Meeting and was effective from that date.
DIRECTORS' REMUNERATION - SINGLE FIGURE TABLE (AUDITED)
2016 2015
Total Total
£'000 £'000
Mr S Cockburn (resigned 29 September 2015) 5 10
Mr R Pearce Gould 10 5
Mr C Weinberg 20 16
Mr D A H Brown (resigned 18 September 2014) - 8
Sir David Thomson Bt. (appointed 18 September 2014 - 3
- vacated office 11 December 2014)
Mr A Beaumont (vacated office 11 December 2014) - 7
35 49
The amounts above all relate to directors fees and represent the total remuneration of the company's directors but excludes
fees of £15,000 pa (2015: £15,000) paid by a subsidiary to Cambridge Management Consultants Limited, a company related to
Mr Pearce Gould.
This section of the report is subject to approval by a simple majority of shareholders at the AGM in or around September
2016, as in previous years.
Statement of Voting at the Annual General Meeting (AGM)
The 2015 Remuneration Report was presented to the AGM in September 2015 and received shareholder approval following a vote
on a show of hands. 0.47% of the votes cast on the proxy forms were against the Report and no votes were withheld. The
proxy forms returned contained no explanation for the votes against the resolution.
Total Shareholder Return (TSR)
Source: Yahoo UK finance
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
The graph above shows the Company's TSR performance compared to the FTSE All Share index over the past five years. TSR is
defined as share price growth plus reinvested dividends. This provides a basis for comparison with a relevant equity index
but should be treated with caution in view of the small market in the Company's shares.
A statement of directors' shareholdings and interest is reported in the directors' report on page 4.
Company Performance
The Board is responsible for the Company's business strategy and performance.
The Statement of Directors' responsibilities, Corporate Governance report and the Directors' Remuneration report on pages
51 to 59 form part of the Directors' report to the company financial statements,
On behalf of the Board
C Weinberg
Director
Date 28 July 2016
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS AND ADVISERS
The Board comprises two directors:
COLIN WEINBERG (67) became a non-executive director on 10 November 2003. He was a member of the London Stock Exchange from
1980 to 1987 and was admitted to fellowship of the Securities Institute in 1995. He was previously a non-executive director
of Peckham Building Society.
RUPERT PEARCE GOULD (64), was appointed as non-executive director on 18 September 2015. Rupert has a degree in engineering
and has served as an executive director and chairman in both the public and private sector. He has been chairman of BPE
since 2000 and was previously a director of the company for 2 years until 2002.
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REGISTRARS SOLICITORS
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