24th Mar 2016 15:39
BRAMMER PLC
(the "Company")
Annual Financial Report and Notice of Annual General Meeting
The Company announces that the following documents have today been posted shareholders:
1. Annual Report and Accounts for the year ended 31 December 2015 ("Annual Report");
2. Letter to shareholders;
3. Notice of Annual General Meeting; and
4. Form of Proxy.
In accordance with Listing Rule 9.6.1 and 9.6.3, copies of the Annual Report and Notice of Annual General Meeting have also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM
Copies of the Annual Report and Notice of Annual General Meeting will also soon be made available on the Company's website at http://investor.brammer.biz/download-centre/reports-releases-presentations/
The information below, headed as Appendix A, B and C, is extracted from the Annual Report. It is included solely for the purposes of complying with Disclosure and Transparency Rule 6.3.5 and should be read in conjunction with the Company's preliminary announcement of financial results for the year ended 31 December 2015 which was issued on 8 March 2016. Together these constitute the material required by Disclosure and Transparency Rule 6.3.5 to be communicated to the media in unedited full text through a Regulatory Information Service. Reading this announcement and / or the preliminary results announcement is not a substitute for reading the full Annual Report. Page and note references in the text below refer to page and note numbers in the Annual Report.
APPENDIX A - Principal Risks & Uncertainties
Corporate risks
The management of the business and the execution of the strategy are subject to a number of risks and uncertainties.
Operational risks are assessed by Brammer subsidiaries. These are reviewed with appropriate mitigation considered by Brammer management. The Board reviews these assessments on a regular basis.
Risk management structure | ||||
| Statutory | Operational | Internal functions | |
Risk management | External audit | Management and peer review | Internal audit and central support | |
Business
functions | Developed businesses1 | X | X | X |
Regional businesses2 | X | X | X | |
Central functions | X | X | X | |
IT and infrastructure |
| X | X | |
Secretarial, legal and human resources | X | X | X |
1. Developed businesses comprise the larger, more mature business segments - UK, Germany and France.
2. Regional businesses comprise Spain, Benelux, Nordic, Eastern Europe and Other.
A formal group-wide review of strategic risks is performed by the Board and appropriate processes and controls are also put in place to monitor and mitigate these risks within the risk management structure set out above.
The principal risks affecting the Group are considered below:
Withdrawal of a major supplier
Brammer is dependent on its key suppliers which it represents in a multi-brand environment to Brammer's existing customer base. The relationship with strategic suppliers is mutually dependant and enhanced by our partnership approach to Key Accounts. Brammer is continuing to secure additional support for its efforts to increase market share and is confident any withdrawal could be sourced from another supplier.
Loss of major customers
A core part of the growth strategy for the Group is a focus on winning and maintaining those significant customers it views as Key Accounts. The loss of significant numbers of Key Accounts would have an adverse effect on turnover growth and an impact on other strategic focus areas of cross-selling opportunities and Insite™ development. As a distributor in a fragmented market Brammer derives great benefits from its first class reputation as an industry leader in its service offering to Key Accounts, which could be potentially damaged with significant loss of major customers. However, Brammer does not have dependency on any single customer. Key Account customers are carefully monitored by the senior management team, who also document the acknowledged cost savings achieved.
Further growth in Key Accounts in the current year suggests the template offering is proving attractive to a profit conscious customer base.
Expected benefits from strategic growth initiatives may not be realised
Part of the Brammer strategy is growth through targeted product and service initiatives. These initiatives include the formation of new teams and infrastructure, including software development, and involve a number of risks related to their successful development and implementation. The risks include effective project management and the delivery of effective IT solutions and services.
Brammer has an experienced management team and a detailed business plan put in place for each initiative, with regular review of progress. The roll out of initiatives is phased over our geographical segments, which enables feedback and improvements in processes to be incorporated.
Expected benefits from acquisitions may not be realised
Part of the Brammer strategy is growth through selective acquisitions. Acquisitions involve a number of risks related to the performance of the acquired business and challenges arising from integration. Through a formal acquisition strategy, potential targets are carefully researched prior to any purchase and closely monitored by Brammer's management subsequent to acquisition. Brammer has a track record of successfully integrating acquired businesses with an established integration plan and an experienced management team.
Loss of infrastructure/systems
As with most large organisations that depend on Information Technology (IT) for their day-to-day operations, there are disaster recovery plans in place for the major countries where Brammer operates. In these territories, there are overnight back-up systems in place which can be expected to mitigate the worst effects of such disruption. Integration teams continually work to develop group-wide solutions to business critical processes which provide improved security and resilience against failure in the event that issues occur in our operations. For Brammer, a quoted company which is a distributor of product, these key processes are in the area of stock and order management, sales and delivery management and transactional record keeping, including financial books and records.
Theft of commercially sensitive data
Brammer maintains various operational databases at country and group level including customer lists, supplier lists, price lists and sales data. Operational and reputational damage could result from theft and misuse of such data. Maintaining database security forms a key part of our information management strategy which includes data security measures including limited access to key infrastructure and contingency planning to minimise operational impacts.
E-commerce risk
E-commerce is a recent and rapidly growing route to market with the potential for existing competitors and new entrants changing market dynamics resulting in loss of market share for Brammer. Brammer strategy and growth drivers are constantly reviewed to assess the opportunities and threats in our markets. Investment in our IT and operational infrastructure is targeted to ensure Brammer is able to provide a high quality on-line service to compete effectively and support growth through e-commerce channels.
Financial and capital risks
The Group's principal financing facility is in place until 2020, through the re-financing of its principal debt facility during the year. This facility is supplemented with additional long-term funding obtained through the issue of $175 million of private placement notes, with maturity dates between 2021 and 2025, under a private shelf facility. Brammer has sufficient available resources to meet its foreseeable requirements.
The closed defined benefit scheme in the UK continues to be subject to various financial risks, principally based around the value of the current deficit in the scheme. The Company may be required to make exceptional additional contributions outside the scope of its current funding plan by The Pensions Regulator. During 2010 the Group agreed a deficit funding plan with the trustees of the scheme which provides for the Group to make annual payments of £2.8 million, indexed for inflation, in the years 2011 to 2023 inclusive.
The company has limited dealings in derivative instruments. Derivatives used in hedging activities are considered risk management tools and are not used for trading purposes. The company uses derivative instruments to manage exposure to fluctuations in foreign currency exchange rates and to reduce volatility in the interest charge.
The company uses foreign currency forward exchange contracts to minimise currency exposure from expected future cash flows. These contracts have not been designated as hedging instruments.
Risk of fraud
Through fraudulent actions of our employees, there is a risk of financial and reputational loss for Brammer. Our organisation is geographically diverse with several thousand employees and the requirement for a strong control environment to manage risk and minimise opportunities for fraud is recognised as important at all levels of the organisation. Management conduct regular periodic reviews with country management including control assessments. An internal audit function performs independent reviews to ensure the effectiveness of the control environment to mitigate fraud and other risks. The group operates a confidential whistleblowing policy, enabling concerns to be raised from anyone in the organisation through a channel independent of management.
Loss of key employees
The Group regularly reviews its remuneration and succession plan arrangements to ensure that key managers are recognised and developed. To ensure continuity and maximise our competitive advantage the Group remains committed to a number of incentive schemes linked to the group's results, which have been designed to retain key managers. Where appropriate, employment contracts also contain relevant provisions concerning interaction with competitors and customers. Industry benchmarking and the use of external assessments and advisors form part of the recruitment process for key managers to ensure high calibre recruits to key roles. The Board's nominations committee reviews the structure, size, diversity and composition of the board and advises on succession planning matters. This committee also retains external search and selection consultants as appropriate.
Customers relocating to lower cost countries
Brammer continues its strategy to grow its business successfully by expanding in a fragmented market. We will evaluate suitable opportunities in lower cost countries as they arise.
Exit of UK from the European Union
The UK government announcement of a referendum on the future of UK membership in the European Union has introduced some uncertainty into the future legal framework between Brammer, a UK company and its European businesses. Although the full scope of the implications of a UK exit remain unclear we assess the quantifiable impact as relatively low in such areas as changes to taxation and cross border free trade legislation given that changes are likely to be enacted over a medium term period. Consideration of the implications of a UK exit are included in the board level risk assessment enabling Brammer to identify and address issues as the political situation is clarified.
APPENDIX B - Related Party Transactions
Within the definition of IAS 24 'Related party disclosure', the Board and key management personnel are related parties. Detailed disclosure of the remuneration of the Board is given in the directors' remuneration report on pages 55 to 60. A summary of remuneration provided to key management personnel is provided in note 24.
In addition, during the year the Group made sales totalling £0.2 million (2014: £0.1 million) to various European subsidiaries within the Armstrong World Industries group of companies, a company in which Charles Irving-Swift was an Executive Director within the European Flooring operations up to October 2015.
APPENDIX C - Statement of Directors' Responsibility
The following responsibility statement is repeated here solely for the purpose of complying with Disclosure and Transparency Rule 6.3.5. This statement relates to and is extracted from page 63 of the Annual Report. Responsibility is for the full Annual Report not the extracted information presented in this announcement and the preliminary results announcement.
Statement of directors' responsibilities in respect of the Annual Report, the Directors' Remuneration Report and the financial statements
"Each of the directors whose names and functions are listed on pages 28 and 29 confirm that, to the best of their knowledge:
> the group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the group; and
> the strategic report and the directors' report contained in pages 2 to 43 include a fair review of the development and performance of the business and the position of the group, together with a description of the principal risks and uncertainties that it faces.
In addition, each of the directors considers that the Annual Report, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the company's performance, business model and strategy."
Enquiries:
Steven Hodkinson
Company Secretary
Brammer plc
24 March 2016
Tel: +44 (0)1565 756 800
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