TIDMCKN
RNS Number : 0594V
Clarkson PLC
03 April 2019
CLARKSON PLC
(the "Company" or "Clarksons")
3 April 2019
Annual Report for the year ended 31 December 2018
and Notice of AGM
The Company announces that, pursuant to Listing Rule 9.6.1, the
documents listed below have been submitted to the UK Listing
Authority and will shortly be available for inspection through the
National Storage Mechanism at:
http://www.morningstar.co.uk/uk/NSM
- 2018 Annual Report
- Notice of 2019 Annual General Meeting
- Form of Proxy
- Form of Direction
The mailing to shareholders of the documents mentioned above has
commenced and the 2018 Annual Report and the Notice of 2019 Annual
General Meeting will shortly be available to view on the Company's
website at: https://www.clarksons.com/investors/
The Company's 2019 Annual General Meeting will be held at 12pm
on Thursday 9 May 2019 at Commodity Quay, St. Katharine Docks,
London E1W 1BF.
The information set out below should be read in conjunction with
the Company's full year results announcement issued on 11 March
2019. Together these constitute the material required by DTR 6.3 to
be communicated to the media in full unedited text through a
Regulatory Information Service. This material is not a substitute
for reading the Company's 2018 Annual Report. Page references in
the text below refer to page numbers in the 2018 Annual Report.
For further details contact:
Clarkson PLC
Rachel Spencer, Group Company Secretary
Tel: +44(0) 20 7334 0000
Camarco
Billy Clegg
Jennifer Renwick
Tel: +44(0) 20 3757 4983 / 4994
About Clarkson PLC
Clarkson PLC is the world's leading provider of integrated
services and investment banking capabilities to the shipping and
offshore markets, facilitating global trade.
Founded in 1852, Clarksons offers its diverse and growing client
base an unrivalled range of shipbroking services, sector research,
on-hand logistical support and full investment banking capabilities
in all key shipping and offshore sectors.
The Company has delivered 15 years of consecutive dividend
growth. The highly cash generative nature of the business,
supported by a strong balance sheet, has enabled Clarksons to
continue to invest to position the business to capitalise on the
upturn in its markets.
Clarksons is listed on the main market of the London Stock
Exchange under the ticker CKN and is a member of the FTSE 250
Index.
For more information, visit www.clarksons.com.
Principal risks and uncertainties
The principal risks which may impact the Group's ability to
execute its strategic objectives have not changed since 2017.
The principal risks that follow, whilst not exhaustive nor in
any order of priority, are those which we believe could have the
greatest impact on our business and have been the subject of debate
at Board and Audit Committee meetings. The Board regularly reviews
these risks in the knowledge that currently unknown, non-existent
or immaterial risks could turn out to be significant in the future,
and confirms that a robust assessment has been performed.
Principal Description Controls/ Activities Link to
risk mitigating in 2018 strategic
factors objective
Failure Due to the Frequent We have ICON Growth See more
to achieve size and communication continued Stable on our
strategic international between to focus arrow strategic
objectives coverage Executive on delivery objectives
of the Group, Directors, of our strategy on pages
there is global Managing through 'best 28 to
a risk that Directors in class' 29.
our objectives and staff service in
are not means we challenged
communicated can react markets.
effectively swiftly We have closely
throughout to changes and continuously
the in the market monitored
organisation. which could developments
We risk impact our in our industry.
entering strategic We engaged
into business objectives. with our
areas in Quarterly clients to
which we divisional ensure we
have no reviews understand
expertise, of risks, their needs
compromising operating and priorities
our strategy, and financial and deliver
draining performance beyond their
our resources with Managing expectations.
from the Directors.
rest of Daily review
the business of real-time
for what financial
could information.
potentially
be an
unsuccessful
venture.
There is
also the
risk that
our strategy
does not
deliver
the required
and expected
outcomes
for
stakeholders.
----------------- ----------------- ----------------- ---------- -------------- --------------
Changes There is We monitor We continued ICON Understanding
in the a risk that and develop to invest Stable
broking we do not technological in developing arrow
industry take advantage applications sophisticated
of, or are which will technological
overtaken impact the tools to
by, changes broking enhance our
in our industry. industry. service offering
This could We regularly to our clients
lead to review our and to future
loss of clients' proof our
market share, broking business.
loss of requirements.
revenue
and reputational
damage.
----------------- ----------------- ----------------- ---------- -------------- --------------
Economic Changes We are not Our results ICON Growth See more
factors in world dependent show the Stable on our
trade, global on any one robustness arrow markets
GDP and country's of our strategy on pages
other general economy and business 18 to
economic as our model against 23.
fluctuations operations volatility
impact the and clients in our markets,
demand for are located particularly
ships. The in all major those affected
actions maritime by falling
of owners and trade commodity
and financiers centres prices.
have a direct globally. We continue
impact on Our business to monitor
the supply model is Brexit
side of built on developments
our business. the ability closely.
to deal
Supply/demand with downturns
imbalances and remain
cause profitable.
fluctuations Our variable
in freight remuneration
rates. If schemes,
freight being
rates, volumes profit-related,
or asset mean that
prices fall, overheads
the commission react to
that we swings in
receive asset values
on any deal and freight
would also rates.
fall. We have
the resources
The scheduled and support
departure available
of the UK to open
from the offices
EU in March in new
2019 is locations,
creating mitigating
uncertainties the reliance
surrounding on regional
global economic performance.
impacts. Our broad
product
offering,
manned with
experts
in their
fields,
means we
are in the
best position
to find
new
opportunities
in volatile
market
conditions
and able
to take
advantage
of market
turnarounds.
We review
the performance
of each
office and
product
line on
a monthly
basis.
We do not
believe
that our
businesses
will be
materially
affected
by Brexit,
other than
any impact
arising
from movements
in the foreign
exchange
rates.
----------------- ----------------- ----------------- ---------- -------------- --------------
Cyber Financial IT processes We continued ICON Trust
risk and loss, include to invest Up arrow
data security reputational regular significantly
damage or penetration in enhanced
operational testing, security
disruption anti-virus policies
resulting and firewall and measures,
from a major software, people and
breach in quarterly resources
the network dedicated
confidentiality, vulnerability to the
integrity scans, frequent prevention
or availability password of cyber
of our IT changes crime.
systems including
and data. complexity
requirements,
A breach email
could be authentication
caused by and strict
an insider, procedures
an external on granting
party, and removing
inadequate access.
physical Operational
security, processes
insecure include
software segregation
development of duties,
or inadequate business
supply chain continuity
management. planning
and regular
training.
----------------- ----------------- ----------------- ---------- -------------- --------------
Loss of Losing key We offer We continued ICON People See more
key personnel personnel competitive to make Stable on our
may impair remuneration strategic arrow people
our coverage and an excellent hires. on page
of a particular working We monitor 33.
line of environment staff turnover
business to help and staff
as our success us to retain absenteeism
depends staff. in order
on the Appraisals to understand
experience, enable us the reasons
reputation to track behind such
and performance progress activity.
of our and discuss A number
specialist career of employees
teams across development. transferred
the Group. Employment locations
contracts within the
include Clarksons
restrictive Group,
covenants, accommodating
appropriate both the
notice periods employees'
and gardening and the Group's
leave provisions needs.
to prevent
the loss
of key
information.
Teamwork
is encouraged
across the
Group.
We invest
in our teams
through
training
and promote
further
learning
through
lectures
and encouraging
personal
study.
Succession
planning
and
documentation
of key
procedures
help minimise
any impact
of losing
personnel.
----------------- ----------------- ----------------- ---------- -------------- --------------
Employee Accidental Strict We continue ICON People
misuse or deliberate procedures to invest Stable
of confidential disclosure for leavers in staff arrow
information of confidential to ensure training
information no data and our
could have can be removed commitment
a significant from the to operating
reputational premises. an ethical
and financial Employment work environment
impact. contracts in order
include to promote
confidentiality high standards,
and non-compete consistency
clauses. and a unified
Investment approach.
in compliance,
quality
assurance
and legal
functions
to ensure
best practice
is consistently
applied
throughout
the Group.
----------------- ----------------- ----------------- ---------- -------------- --------------
Adverse The Group The Group We continued ICON Growth See more
movements can be exposed hedges currency to apply Stable on our
in foreign to adverse exposure our hedging arrow financial
exchange movements through strategy risk
in foreign forward consistently management
exchange sales of and, as at objectives
as our revenue US dollar 31 December and policies
is mainly revenues. 2018, the note
denominated We also Group had on page
in US dollars sell US hedges in 169.
and the dollars place for
majority on the spot 2019 and
of expenses market to 2020 of US$40m
are denominated meet local and US$20m
in local currency respectively,
currencies. expenditure being a
requirements. proportion
We continually of US dollar
assess rates anticipated
of exchange, revenue.
non-sterling
balances
and asset
exposures
by currency.
----------------- ----------------- ----------------- ---------- -------------- --------------
Financial Uncertainty We regularly We continued ICON Understanding See more
loss arising in our markets monitor to provide Stable on our
from a continues global client for doubtful arrow trade
failure to affect debt levels debts on receivables
of a client the amount using a prudent note
to meet of debt information basis. on pages
its obligations that may from a range There were 159 to
be recoverable. of sources. no unexpected 160.
Furthermore, Provisions losses arising
any forward are based from a client
order book on ageing failure during
values may of balances, the year.
have to disputes
be written or doubts
off, thereby over
impacting recoverability.
future income
as well
as existing
booked income.
----------------- ----------------- ----------------- ---------- -------------- --------------
Directors' responsibilities statement
The Directors are responsible for preparing the annual report
and the financial statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the consolidated Group and Parent Company financial
statements in accordance with International Financial Reporting
Standards (IFRSs) 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 Parent Company and of the profit or
loss of the Group and Parent Company for that period. In preparing
the financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- state whether applicable IFRSs as adopted by the European
Union have been followed for the consolidated Group and Parent
Company financial statements, subject to any material departures
disclosed and explained in the financial statements;
- make judgements and accounting estimates that are reasonable and prudent; and
- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and Parent
Company will continue in business.
The Directors are also responsible for safeguarding the assets
of the Group and Parent Company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
Parent Company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and Parent Company
and enable them to ensure that the financial statements and the
Directors' remuneration report comply with the Companies Act 2006
and, as regards the Group financial statements, Article 4 of the
IAS Regulation.
The Directors are responsible for the maintenance and integrity
of the Parent Company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the annual report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group and Parent Company's
position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in
this annual report confirm that, to the best of their
knowledge:
- the consolidated Group and Parent Company 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
loss of the Parent Company; and
- the strategic report includes a fair review of the development
and performance of the business and the position of the Group and
Parent Company, together with a description of the principal risks
and uncertainties that they face.
In the case of each Director in office at the date the
Directors' report is approved:
- so far as the Director is aware, there is no relevant audit
information of which the Group's and Parent Company's Auditors are
unaware; and
- they have taken all the steps that they ought to have taken as
a Director in order to make themselves aware of any relevant audit
information and to establish that the Group and Parent Company's
Auditors are aware of that information.
On behalf of the Board:
Bill Thomas
Chair
8 March 2019
Related parties transactions
26 Related party transactions
As in 2017, the Group did not enter into any related party
transactions during the year, except as noted below.
Compensation of key management personnel (including
Directors)
There were no key management personnel in the Group apart from
the Clarkson PLC Directors. Details of their compensation are set
out below.
2018 2017
GBPm GBPm
============================= ===== =====
Short-term employee benefits 4.8 5.9
----------------------------- ----- -----
Post-employment benefits 0.1 0.1
----------------------------- ----- -----
Share-based payments 0.5 0.7
============================= ===== =====
5.4 6.7
============================= ===== =====
Full remuneration details are provided in the Directors'
remuneration report on pages 108 to 123.
S Related party transactions
During the year, the Company entered into transactions, in the
ordinary course of business, with related parties.
Transactions with subsidiaries during the year were as
follows:
2018 2017
GBPm GBPm
======================== ===== =====
Management fees charged 3.1 3.1
------------------------ ----- -----
Rent receivable 5.1 4.3
------------------------ ----- -----
Dividends received 0.7 34.9
======================== ===== =====
Balances with subsidiaries at 31 December were as follows:
2018 2017
GBPm GBPm
================================ ===== =====
Amounts owed by related parties 17.3 40.7
-------------------------------- ----- -----
Amounts owed to related parties (1.8) (7.7)
-------------------------------- ----- -----
Deferred income (1.2) -
================================ ===== =====
There were no terms or conditions attached to these
balances.
Compensation of key management personnel (including
Directors)
There were no key management personnel in the Company apart from
the Clarkson PLC Directors. Details of their compensation are set
out in note 26 to the consolidated financial statements.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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