REG - Assoc British Enging - Annual Financial Report <Origin Href="QuoteRef">ASBE.L</Origin> - Part 5
29/07/2015 07:00
- Part 5: For the preceding part double click ID:nRSc3684Ud
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 Company are delegated to the subsidiary's Board and there are limits which
apply to capital expenditure and significant contracts. During the year it is believed that in the case of Akoris these had
been breached and appropriate action was taken.
- 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
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
AUDIT AND INTERNAL CONTROL (continued)
- 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 Company 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 non-audit fees incurred from the auditor during the year.
The Board also receive an annual confirmation of independence from the auditors.
Fair, Balanced and Understandable
The process of compiling the Annual Report was improved 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 Company'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.
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 increase in the pension scheme deficit based on this year's
actuarial forecast and referred to in the Chairman's Statement. With reference to the recovery plan agreed with the
Trustees in conjunction with the valuation of the pension scheme as at 1 April 2014, the Group will make the following
contributions over the period from 1 April 2014 to 31 March 2030:
· From 1 April 2014 until 1 August 2014 contributions of £17,000 per month have been paid in accordance with the
previous recovery plan.
· From 1 August 2014, £10,000 per month will be payable by the 19th of the calendar month after that to which they
relate.
· An additional lump sum of relating to the profits of the employer in respect of all accounting periods as from 1
April 2014 is payable in the financial year following the generation of the profits calculated on the following basis:-
· a) for all trading profits (before interest and taxation, and excluding those generated from external investments)
in excess of £250k and below £1,050k an additional payment of 20% of such profits
· b) for all trading profits (before interest and taxation, and excluding those generated from external investments)
in excess of £1050k an additional payment of 10% of such profits
ASSOCIATED BRITISH ENGINEERING PLC
CORPORATE GOVERNANCE REPORT (continued)
GOING CONCERN (continued)
· Profit-share contributions will only be payable if there is a gross pension deficit recorded in the Employer's
Annual Report and Accounts for the financial year in which the profits are generated
· Funding shortfall contributions (including profit-share contributions) will cease in the event that a funding
surplus is certified by the Scheme Actuary
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
28 July 2015
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
Introduction
This report is submitted in accordance with Schedule 8 of the Large and Medium sized Companies and Groups (accounts and
Reports) (Amendment) Regulations 2013 in respect of the year ended 31 March 2015. 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, Grant Thornton UK LLP, 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 8 to 9.
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
During the year the Company started discussions under the Chairmanship of Andrew Beaumont regarding the roles and
remuneration of Directors. The outcome was, without materially altering the costs of the Board, to redefine the roles of
the directors as follows:-
Senior Non-executive Director - Stephen Cockburn
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 Chairman 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.
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.
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS' REMUNERATION REPORT
In accordance with the reporting requirements of Large and Medium sized Companies and Groups (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, will also be put to the members of the Annual General Meeting and effective from that
date.
ANNUAL REMUNERATION REPORT
DIRECTORS' REMUNERATION - SINGLE FIGURE TABLE (AUDITED)
2015 2014
Total Total
£'000 £'000
Mr S Cockburn 10 10
Mr R Pearce Gould (appointed 18 September 2014) 5 -
Mr C Weinberg 16 10
Mr D A H Brown (resigned 18 September 2014) 8 15
Sir David Thomson Bt. (appointed 18 September 2014 3 -
- vacated office 11 December 2014)
Mr A Beaumont (vacated office 11 December 2014) 7 10
-------- --------
49 45
==== ====
The amounts above all relate to directors fees and represent the total remuneration of the company's directors but exclude
fees 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
2015, as in previous years.
Statement of Voting at the Annual General Meeting (AGM)
The 2013 Remuneration Report was presented to the AGM in September 2014 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
50 to 58 form part of the Directors' report to the group financial statements,
On behalf of the Board
C Weinberg
Director
28 July 2015
ASSOCIATED BRITISH ENGINEERING PLC
DIRECTORS AND ADVISERS
The Board comprises three directors:
STEPHEN COCKBURN (75) has been a non-executive director since 1979. He was a non-executive director of AIM-listed Fiske
plc from September 1999 until September 2014 and he was managing director of The Investment Company plc from 1994 until
2013, where he remains a non-executive director.
COLIN WEINBERG (66) 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 (63), was appointed as non-executive director on 18 September 2014. 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.
SECRETARY & REGISTERED OFFICE BANKERS
haysmacintyre Company Secretaries Limited The Royal Bank of Scotland plc
26 Red Lion Square 5th Floor
London Tay House
WC1R 4AG 300 Bath Street
Registered No. 110663 Glasgow
Tel No: 020 7969 5500 G2 4RS
AUDITOR CORPORATE ADVISERS
Grant Thornton UK LLP Beaumont Cornish Limited
3140 Rowan PlaceJohn Smith Drive 2nd Floor
Oxford Bowman House
OX4 2WB 29 Wilson Street
London
REGISTRARS EC2M 2SJ
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
SOLICITORS
Fladgate LLP
25 North Row London
W1K 6DJ
Fladgate LLP
This information is provided by RNS
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