REG - Braemar Shipping - Annual Report & Notice of General Meeting
31/08/2022 13:30
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RNS Number : 7970X Braemar Shipping Services PLC 31 August 2022
31 August 2022
BRAEMAR SHIPPING SERVICES PLC
("Braemar", the "Company" or the "Group")
Annual Report and Notice of Readjourned General Meeting
Braemar Shipping Services Plc (LSE: BMS), a leading international Shipbroker
and provider of expert advice in shipping investment, chartering, risk
management and logistics services, today announces that it has published its
Annual Report and Accounts for the year ended 28 February 2022 ("Annual
Report").
As announced on 19 August 2022, the Company held its Annual General Meeting
("AGM") on Friday 19 August 2022 at the Company's offices. During that AGM,
only the resolutions that were not dependent on the Company's financial
results were voted on by shareholders. The remaining business (namely
resolutions 1 to 3 (inclusive) and resolution 18 as set out in the Company's
AGM Notice posted to shareholders on 27 July 2022) of the meeting was
adjourned to a later date following the release of the full year results.
Following the publication of the Annual Report today, the Company is pleased
to confirm that it will hold the reconvened AGM to consider the remaining
business at the Company's offices at One Strand, Trafalgar Square, London WC2N
5HR at 10:00 a.m. on Thursday 6 October 2022.
The Annual Report will be available on the Company's website (www.braemar.com
(http://www.braemar.com/) ) and will be submitted to the National Storage
Mechanism and will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . An AGM Notice
and Form of Proxy for the reconvened AGM will be submitted to the National
Storage Mechanism. Copies of these documents will be posted to those of the
Company's shareholders that have elected to continue to receive hard copies.
Appendix
This appendix sets out the disclosures that the Company is required to make to
comply with Disclosure and Transparency Rule (DTR) 6.3.5R, namely: the
principal risks and uncertainties facing the Company; the directors'
responsibility statement made in respect of certain sections of the Annual
Report; and a statement regarding related party transactions. This
information has been extracted from the Annual Report in unedited text and is
not a substitute for reading the full Annual Report.
Page references and note references below refer to page numbers and numbers of
notes to the accounts in the Annual Report.
Legal Entity Identifier: 213800EV6IKTTHJ83C19
Principal risks and uncertainties
Risk Management
Effective risk management forms an integral part of how we operate. It is
essential for delivering our strategic objectives as well as protecting our
relationships and reputation.
The Group's Risk Management Framework
Risk awareness is a key element of Braemar's organisational culture at all
levels and is key in managing risks to our business, helping to ensure the
process of risk identification, assessment and response is embedded within
daily operational and functional activities across the Group.
The board is responsible for managing the Group's risk, overseeing the
internal control framework, and determining the nature and extent of the
principal risks the Company is willing to take to achieve its long-term
objectives. The Group's risk management and internal control frameworks are
continually monitored and reviewed by the board and the Audit Committee, with
support from a Management Risk Committee. The board is committed to
maintaining a reputation for the highest standards of conduct in all aspects
of its business, but in considering the other matters set out in Section 172
of the Companies Act 2006, the directors are mindful that the approach must be
balanced with both Employee interests and the Group's need to foster business
relationships. As such, Group policies and procedures have been designed to
ensure that the level of risk to which the Group is exposed is consistent with
the Group's risk appetite and aligned with the Group's long-term strategy,
but also to avoid a disproportionate administrative burden on employees,
clients, and counterparties.
Reporting to the Chair of the Audit Committee and administratively to the
Chief Financial Officer, the Group Head of Internal Audit and Group Risk &
Compliance Manager leads the Risk Management, Internal Controls and Compliance
functions.
Risk Management Process
The Group's Risk Management approach or framework incorporates both bottom-up
and top-down identification, evaluation, and management of risks. Within our
framework:
· Senior management teams have initial responsibility for
identifying, monitoring, and updating business risks, while
· Group IT, HR, Legal and Finance management teams assess their
respective functions for operational and functional risks not identified by
senior management.
The Group's Risk Management framework is managed via a new online
system/solution which is accessible to the senior management team and
operational and functional management teams globally. The new system's
functionality has allowed for enhanced monitoring and reporting automation,
which was a limitation of the system previously used. The new system allows
for:
· Group-wide real-time updating,
· Distribution and completion of periodic internal control
self-assessment surveys,
· Ongoing monitoring of risks and mitigation activities at
Group, Operational, and Functional levels, and
· Risk Management reporting at Group, Regional, and company
location levels.
The Group's risk management framework considers both the likelihood and the
impact of identified risks materialising. Risks are offset, where possible,
by the implementation of control activities, which are evaluated to determine
their effectiveness in mitigating or reducing risk to acceptable levels.
All identified risks are aggregated and reviewed to assess their impact on the
Group's strategic objectives and the resources required to manage them
effectively. Key (or Principal) risks are aggregated together with associated
issues or areas of uncertainty. The extent of controls and mitigation as well
as the potential for a material effect on the market value of the Group are
then assessed. Unmitigated risks can be significant, but our control processes
and management actions reduce the risk level.
The risk management process evaluates the timescale over which new or emerging
risks may occur. The risk management process also considers the potential
impact and likelihood of risks, as well as the timescale in which risks may
occur. The outcome of this process is then reviewed with further
consideration and assessment provided by the Risk Committee, the Audit
Committee, and the board.
Oversight and evaluation of the effectiveness of Braemar's risk management
framework is led by the Chief Financial Officer, supported by a Management
Risk Committee whose membership includes the Chief Operating Officer, General
Counsel, Group Head of Internal Audit and Group Risk and Compliance Manager,
and representatives of other functions and locations of the business. The
Committee monitors risks regularly, taking into consideration the appetite,
tolerance, and potential impact for specific risks on the Group.
Environment and Climate Change
During FY21/22 Environment and Climate Change-related risk was assessed as
part of ongoing discussions of key and emerging risks for the Group and the
shipping and energy sectors within which it operates. Consideration of the
potential short to medium-term impact of Environment and Climate Change risk
resulted in its inclusion as a Group Principal Risk this year. Review and
analysis of Group Principal Risks, including Environment and Climate Change
risk, is a standing agenda topic for the Risk Committee, and as such was,
discussed in Risk Committee meetings throughout FY21/22. Below is a summary of
matters considered.
Classification of environment and climate change risks
The Risk Committee recognised that there are several specific environmental
and climate-related risks. Under TCFD recommendations climate-related risks
can be classified into two main categories:
· Transitional risks: The risks associated with transitioning to a
lower-carbon economy which include regulatory, market and technology-related
risks and adaptations related to climate change.
· Physical risks: The risks associated with acute weather events or
longer-term shifts in climate patterns.
Further work is in progress to develop a climate-related risk matrix which
classifies all climate-related risks and opportunities into the two main
categories and documents them in a way that is consistent with the Group's
overall risk management framework.
Timeframe
The nature of climate-related risks is such that the potential impacts to the
Group can be classified into short, medium, and long term. The Risk Committee
have initially identified these timeframes as follows:
· Short-term: 0-2 years
· Medium-term: 3-10 years
· Long-term: Beyond 10 years
Impacts to the Group's strategy
The Risk Committee discussed several climate-related opportunities such a
carbon offsetting, growing the Renewables desk and supporting clients with
climate-friendly ship design and sustainable ship recycling via the Sale and
Purchase desk. In the short-term carbon offsetting is a key part of the
Group's strategy and further details of the implementation of the CHOOOSE
platform can be found on page 39.
Impacts on financial performance
Management does not expect does not expect climate-related risks to have a
material impact on the Group's short-term financial performance. The potential
impact of climate change and other environmental issues has not formed a
significant element in any key judgements or estimates disclosed in the
Group's Financial Statements for the year ended 28 February 2022.
Significance relative to other principal risks
The Group has not ranked any of its principal risks and therefore the
significance of environment and climate related-risks relative to the Group's
other principal risks has not been assessed.
The Chief Financial Officer was responsible for providing the board and the
Audit Committee with updates on these discussions. After our financial
year-end, the Group established a Climate Change Management Committee which
has specific responsibility for identifying and managing the Group's
climate-related risks and opportunities. The Climate Change Committee is
Chaired by the Group's Chief Operating Officer and includes the Managing
Director of the Singapore office plus other team members from Shipbroking and
Corporate. The Climate Change Committee will report to the board and the
Audit Committee via the Chief Operating Officer. The Risk Committee retains
responsibility for monitoring this as a principal risk, incorporating this
risk into the Group's overall risk management framework, and ensuring that the
impacts of the risks are appropriately monitored and mitigated.
Risk Mitigation
The Group takes various measures to mitigate risk. Key steps in our risk
management process throughout the year included:
· Ongoing periodic review and updating of policies and procedures,
including AML and KYC, to enhance/strengthen the Group's Governance
Framework, with ongoing monitoring of Employee compliance by the Group Head of
Internal Audit & Group Risk and Compliance Manager.
· A system of internal checks and authorisations,
complemented by independent assurance activities.
· Usage of common finance, HR and operations systems across
the Group supported by our IT team.
· Succession planning and strategic recruitment supported by
the Group HR team.
· Establishment of board-approved Group budgets with ongoing
performance monitoring against budgets/reforecasts and investigation of
significant variances.
· Regular reporting of Treasury management activity to the board
by the Chief Financial Officer. (Note the Group does not enter speculative
treasury transactions.)
· Ongoing monitoring of contractual risk by the Group legal
team.
· Operation of the Group's whistleblowing procedure.
· Maintenance of appropriate insurance cover.
Principal Risks
The directors have carried out an assessment of the principal and emerging
risks facing the Company. The most significant risks to which the board
considers the Group is exposed, based on the evaluation process described in
the Group's Risk Management Framework are set out alphabetically below.
Change Management The business may not operate efficiently and effectively, leading to projected Ongoing review and enhancement of Braemar's corporate governance framework,
revenue or returns not being realised and strategic objectives not being management structure, and succession planning and job mapping processes to
achieved. help ensure: UNCHANGED
Shipbroking is a business that is evolving in nature and Braemar needs to · Continuous improvement; and
ensure it evolves with it. The lack of an appropriate change management
framework and leadership structure could lead to the ineffective introduction Internal and external relationships could be damaged or lost. Business · Alignment with leading industry practice.
and embedding of change required to achieve the Group's strategic objectives development opportunities could be damaged.
(The residual or net risk after consideration of current mitigating actions is
unchanged from the prior year.)
Training programme to help ensure all employees are kept updated with the
governance framework and related policies.
Ongoing monitoring to ensure employee completion of Group governance
training, compliance with all relevant Group policies, and completion of Group
policy attestation requirements.
The effectiveness of Internal Audit and Compliance processes is enhanced by
Senior Leadership and Audit Committee oversight, and career path transparency
is improved by our management infrastructure changes.
Compliance with laws and regulations Legal and regulatory breaches could result in fines, sanctions being imposed Group-wide training program to help ensure employee awareness of, and
on our business, and the loss of Braemar's ability to continue compliance with, all relevant legal and regulatory obligations:
operating.
· Braemar Corporate Governance Framework;
Braemar generates revenues from a global business that exposes the Group to
INCREASED
risks associated with legal and regulatory requirements, including
· Braemar Risk Management methodology;
sanctions. Note:
· Compliance with our policies, including our AML/KYC policies'
Recent increased scrutiny from regulatory bodies and rising geopolitical and (enhanced) customer due diligence requirements;
macroeconomic issues, including the current Russia/Ukraine conflict, has
increased the potential impact of risks associated with breaches of legal and · Compliance with relevant laws & regulations.
regulatory requirements.
Enhanced KYC procedures and ongoing monitoring of compliance with governance
policies and legal / regulatory requirements across the Group to help ensure
requirements are not breached.
Ongoing monitoring to ensure insurance cover is maintained at adequate
levels.
Currency fluctuations A change in exchange rates could result in a financial gain or loss. On a continuous basis, the board monitors macroeconomic issues to assess UNCHANGED
possible foreign exchange movements.
The Group is exposed to foreign exchange risk because of a large proportion of
its revenue being generated in US dollars while the cost base is in multiple
currencies.
Forward currency (US $) contracts are entered into to mitigate the risk
of adverse currency movements.
Cybercrime/data security Loss of service and associated loss of revenue. Reputational damage. Globally, cyber-attacks increased significantly during and post the COVID
Potential for loss of cash due to fraud or phishing. pandemic. To address the increased risk, and to enhance security measures
Cybercrime could result in loss of business assets or disruption to the already in place, Management partnered with external advisors to develop and UNCHANGED
Group's IT systems and its business. Lack of appropriate data security could implement a Cyber Assurance programme, which will be rolled out during
result in loss of data. 2022/23.
Ongoing implementation of Security Operations Centre using DarkTrace
technology.
Improved security with the movement of on-premises data storage facilities in
Singapore and Australia to the cloud.
Ongoing implementation of a range of security measures including Microsoft's
Advanced Threat Protection suite and a new SD-WAN to provide improved security
and connectivity to our corporate systems.
Disruptive technology Relationships could be devalued and replaced by disruptive technology Investment in technology through our venture with Zuma Labs has resulted in UNCHANGED
platforms, resulting in increased competition, consequent price reductions, effectively differentiating Braemar, as our brokers have begun utilising
Shipbroking is still largely a business that is transacted via personal and loss of revenue. Zuma's versatile Venetian platform in advance of other firms.
relationships dependent on quality service. Hence the risk of technological
change, disintermediation and increased customer demands for enhanced Ongoing modernisation of our infrastructure to allow for focus on innovation
technological offerings could render aspects of our current services obsolete, and strategic direction.
potentially resulting in loss of customers.
Environment and Climate Change The Groups P&L and liquidity could be negatively impacted if customers are Investment in the offshore renewables market and technology to allow the Group
lost as a result of our not keeping pace with our peers and industry and its clients to offset carbon emissions.
best-practice.
INCREASED
Seaborne transportation is estimated to create 2.5% of the worlds carbon
emissions and there will be increased pressure to reduce that in future years.
Ongoing development an EPSG strategy which allows the Group to monitor and
Failure to monitor and address the risks associated with that reduction Non-compliance with regulations or disclosure requirements could result in report on environmental and climate-related risks.
process could result in loss of revenue for Braemar and its customers and
counterparties fines or penalties.
Establishment of a Climate Change Committee to help ensure climate-related
risks are identified, monitored, and appropriately managed.
Failure to appropriately monitor and mitigate these risks could lead to
Braemar suffering serious reputational damage.
Note:
Management does not expect climate-related risks to have a material impact on
the Group's short-term financial performance.
Financial capacity Without sufficient financial resources the Group may not be able to meet Several strategic achievements have strengthened the Group's balance sheet,
current and near-term obligations and may not be able to take advantage of effectively decreasing financial capacity risk:
potential growth opportunities.
DECREASED
· Disposal of Cory Brothers for all-cash consideration generated
Braemar has set itself a growth strategy that will require investment in the £6.5m of cash in March 2022. £4.7m of earnout cash consideration is expected
coming years and limited financial capacity could hamper our ability to to be received between May 2023 and May 2025.
deliver on the objectives
· Restructuring of deferred consideration amounts owed in respect
of the acquisition of Braemar-Naves resulted in a repayment deferral of £2.5m
which was due for repayment before the end of December 2022. The repayment is
now to be paid no earlier than September 2025.
· Disposal of non-core investment in AqualisBraemar generated
£7.2m of cash proceeds during FY21/22.
Ongoing mitigations include:
· Prioritisation of identified growth opportunities to ensure
resources are appropriately allocated to opportunities with the best potential
return on investment.
· Regular review of debt levels, our dividend policy, and a
three-year extension of banking facilities.
· Consultations with external advisors to review current banking
relationships as compared to other potential banks and/or banking
facilities.
Geopolitical and macroeconomic A downturn in the world economy could affect transaction volumes, resulting in Diversification on a sector and geographic basis reduces dependency on
reduced revenue. individual business areas.
INCREASED
Ongoing monitoring to ensure the Group is appropriately resourced across its
Braemar's businesses is reliant on global trade flows and as such may be
activities and geographies.
negatively impacted by geopolitical and/or macroeconomic issues, such as Changes in shipping rates and/or changes in the demand or pricing
changes in crude oil price, restrictions in global trade due to pandemics such of commodities could affect supply activity. Ongoing management of costs based on current and reasonably foreseeable market
as COVID, sanctions, and changes in supply and demand.
conditions.
Note:
The current conflict between Russia and Ukraine and related global sanctions
has increased the potential impact of risks associated with both geopolitical Enhanced KYC procedures and ongoing monitoring of compliance with governance
and/or macroeconomic issues and compliance with relevant laws and policies, sanctions, and other legal / regulatory requirements across
regulations. the Group to help ensure laws and regulations are not breached.
Major business disruption The business may be unable to operate as effectively as usual, resulting in Significant investment upgrading our network and telecoms estate to provide a
financial loss. more robust, scalable, and resilient platform for global delivery of
The risk of disruption to our business due to a disaster or unplanned events applications and services. UNCHANGED
occurring.
Network and telecoms upgrades include:
· Decommissioning of on-premises data storage in Singapore and
Australia to facilitate movement to the cloud,
· Re-architecting of our network with an SD-WAN to improve security
and connectivity to our corporate systems, and
· Increased utilisation of the Microsoft 365 suite to allow for
more efficient and effective work and communication across the Group.
Enhanced systems monitoring to help ensure improved and uninterrupted service
delivery.
Identification of key staff and potential points of failure, and the
consideration of adaptable/flexible ways of working, help to ensure
preparedness in the event of major business disruption.
People and Culture Employee relations claims / litigation / tribunals attributed to negative Ongoing review of policies including Conflict of Interest, Code of Conduct,
behaviours or actions, increases the potential for reputational damage because and the Employee Handbook, to ensure behavioural expectations and employment
Braemar is a people-based business and people are vital to its success. of negative publicity in the public domain. practices for managers and employees are clearly defined. INCREASED
Inadequate policies and reward structures could incentivise negative
behaviours, create internal conflict, lead to reputational damage, and Loss of key staff could result in reduced revenue when staff take "their" Organisation structure changes included the creation of associate director
contribute to failure in attracting and /or retaining skilled personnel. contacts and business with them. roles to identify key employees and more clearly show progression
opportunities.
Failure to adapt to, or align with, post COVID market expectations, including Strategic growth objectives may not be achieved if Braemar fails to attract
the offering flexible or hybrid working arrangements, could result in the and retain skilled personnel. Ongoing development of a culture of engagement and professional development,
inability to attract and retain skilled personnel.
including implementation of performance management objectives, clearly defined
Note: pathways for career progression, and succession planning at senior
Lack of appropriate consideration of environmental and wider social issues
management levels.
could also contribute to the inability to attract and retain skilled The potential impact of risks associated with failing to attract and retain
personnel. personnel has increased post the relaxation of COVID social restrictions due Annual review of compensation with external benchmarking helps to ensure
to current market expectations for flexible or hybrid working arrangements for remuneration packages continue to be appropriate and competitive.
both current and prospective employees.
Ongoing consideration of roles potentially suitable for hybrid and flexible
Whilst the Group has not formally implemented flexible or hybrid working, the working arrangements.
increase of People risk is partially mitigated by ongoing consideration of
roles suitable for flexible working arrangements, as included under mitigating
controls/actions.
Ongoing development an EPSG strategy which allows the Group to monitor and
Recognition of environmental and social issues is becoming increasingly report on environmental and social risks.
important to certain people, particularly graduates and younger skilled
professionals who are at the start of their careers. Failure to attract or Communication of the EPSG strategy to existing and potential employees,
retain these people could negatively affect the Group's recruitment, demonstrating Braemar's commitment to efforts addressing environmental and
retention, and succession planning. social issues.
Directors' responsibilities pursuant to DTR4:
The directors confirm that to the best of their knowledge:
• the Group Financial Statements have been 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 Group; and
• the Annual Report includes a fair review of the development and
performance of the business and the financial position of the Group and
Company, together with a description of the principal risks and uncertainties
that they face.
The directors confirm that they consider this Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information necessary
for the Company's shareholders to assess the Group's position, performance,
business model and strategy.
Related party transactions
During the period the Group entered into the following transactions with joint
ventures and investments:
2022 2021
Group Recharges Dividends Balance Recharges Dividends Balance
to/(from)
£'000
due(to)/ from
to/(from)
£'000
due(to)/ from
£'000
£'000
£'000
£'000
London Tanker Broker Panel 324 - - 310 - -
AqualisBraemar LOC ASA 221 - 282 610 641 240
Risorto GmbH (453) - (31) (865) - (33)
Worldscale 84 - - 60 - -
London Tanker Broker Panel
Recharges to London Tanker Broker Panel consist of a monthly fee payable to
the Group for the provision of data.
AqualisBraemar LOC ASA
Recharges to AqualisBraemar LOC ASA consisted primarily of rent, IT services
and HR services in accordance with a transitional services agreement. Included
in the net recharge to AqualisBraemar LOC ASA is a fee payable to the Group's
former Chairman, Ronald Series of £3,750 (2021: £15,000).
In the prior year, the Group received £641,000 of dividends from
AqualisBraemar LOC ASA which were credited to cost of investment. See Note
19.
A loss of £262,000 was recognised in the prior year in respect of the Group
subletting a portion of its Singapore office space to AqualisBraemar LOC ASA,
and an impairment to a right-of-use asset in respect of a London office which
will be vacated by AqualisBraemar LOC ASA. See Note 8.
The balance due from AqualisBraemar LOC ASA is unsecured, interest-free and
immediately repayable.
Risorto GmbH
Risorto GmbH is owned and controlled by the management of Braemar Naves
Corporate Finance GmbH. The amount charged by Risorto GmbH in the year to the
Group for management fees was €0.5m (2021: €0.7m). The balance owing to
Risorto GmbH as at 28 February 2022 was less than €0.1m (2021: less than
€0.1m).
Worldscale Association Limited
Management consider that Worldscale Association Limited is a related party
because Nico Borkmann, a senior employee in the Braemar Group is one of its
directors. Recharges to Worldscale consist of a monthly fee payable to the
Group for the provision of data.
Key management compensation is disclosed in Note 4.
Transactions with wholly owned subsidiaries
Transactions between the Company and its subsidiaries, which are related
parties, have been eliminated on consolidation and are not disclosed in this
note.
A list of the Group's subsidiary undertakings is on pages 198 - 200. Unless
otherwise indicated, all shareholdings owned directly or indirectly by the
Company represent 100% of the issued share capital of the subsidiary and the
share capital comprises ordinary shares. All entities primarily operate in
their country of incorporation.
Key management compensation
The remuneration of key management is set out below. Further information about
the remuneration of individual directors is provided in the Directors'
Remuneration Report on pages 84 - 108. Key management represents the board of
the Company.
2022 2021
£'000
£'000
Salaries, short-term employee benefits and fees 3,484 3,410
Other pension costs 41 68
Share-based payments 521 71
Total 4,046 3,549
Retirement benefits are accruing to three (2021: three) members of key
management in respect of a defined contribution pension scheme.
For further information, contact:
Braemar Shipping Services Plc
James Gundy, Group Chief Executive Officer Tel +44 (0) 20 3142 4100
Nick Stone, Group Chief Financial Officer
Emma Camilleri, Company Secretary
Investec Bank Plc
Gary Clarence / Harry Hargreaves / Alice King Tel +44 (0) 20 7597 5970
Cenkos Securities plc
Ben Jeynes / Max Gould (Corporate Finance) Tel +44 (0) 20 7397 8900
Alex Pollen / Leif Powis (Sales)
Buchanan
Charles Ryland / Victoria Hayns / Stephanie Whitmore / Matilda Abraham Tel +44 (0) 20 7466 5000
Notes to Editors:
About Braemar
Braemar provides expert advice in shipping investment, chartering, and risk
management to enable its clients to secure sustainable returns and mitigate
risk in the volatile world of shipping.
Braemar's experienced brokers work in tandem with specialist professionals to
form teams tailored to its customers' needs, and provides an integrated
service supported by a collaborative culture.
Braemar joined the Official List of the London Stock Exchange in November 1997
and trades under the symbol BMS.
For more information, including our investor presentation, please
visit www.braemar.com (http://www.braemar.com/) and follow Braemar
on LinkedIn (https://www.linkedin.com/company/braemar-ltd/) .
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