and Risk, Management Engagement, Committee Member of Audit
Engagement, Investment Member of Audit and Risk, Investment
Nomination and Nomination and Risk, Management and Nomination
and Remuneration and Remuneration Engagement and Remuneration
Committees Committees and, Investment Committees
Committees.
--------------------- ---------------------- ---------------------- ---------------------- -----------------------
Introduction
The Directors present their Annual Report on the performance of
the Company and group for the year ended 31 December 2014.
Principal Activity
The Company is a limited liability, Guernsey incorporated
authorised closed-ended investment company under Companies
(Guernsey) Law, 2008. The Company shares have a premium listing on
the Official List of the UK Listing Authority and are traded on the
main market of the London Stock Exchange.
The Chairman's Statement and Strategic Report contain a review
of the business during the year. A Corporate Governance Statement
is provided on pages 39-47.
Directors' Indemnities
The Company has made qualifying third-party indemnity provisions
for the benefit of its Directors which were made during the period
and remain in force at the date of this report.
Substantial Shareholdings
As at 31 December 2014, the Company had been notified, in
accordance with chapter 5 of the Disclosure and Transparency Rules,
of the following interests in 5% or more of the Company's Ordinary
Shares to which voting rights are attached:
No. of
Name of % Issued Ordinary
holder Capital Shares Date notified
============= ========= ============ ==============
Schroder 4 Dec
plc 13.97% 116,774,275 2014
Investec
Wealth &
Investment 21 Oct
Limited 10.99% 83,946,298 2014
============= ========= ============ ==============
As at 25 March 2015, being the most current information
available, the following notification had been received:
No. of
Name of % Issued Ordinary
holder Capital Shares Date notified
============= ========= =========== ==============
Investec
Wealth &
Investment 2 Feb
Limited 11.05% 92,358,612 2015
============= ========= =========== ==============
Directors' Authority to Buy Back Shares and Treasury Shares
The Company did not purchase any shares for treasury or
cancellation during the year.
The current authority of the Company to make market purchases of
up to 14.99% of the issued Ordinary Share Capital expires on 9 June
2014. The Company will seek to renew such authority at the Annual
General Meeting to take place on 9 June 2014. Any buy back of
Ordinary Shares will be made subject to Guernsey law and within any
guidelines established from time to time by the Board and the
making and timing of any buy backs will be at the absolute
discretion of the Board.
Purchases of Ordinary Shares will only be made through the
market at prices below the prevailing NAV of the Ordinary Shares
(as last calculated) where the Directors believe such purchases
will enhance shareholder value. Such purchases will also only be
made in accordance with the Listing Rules of the UK Listing
Authority which provide that the price to be paid must not be more
than 5% above the average of the middle market quotations for the
Ordinary Shares for the five business days before the shares are
purchased (unless previously advised to shareholders). In
accordance with the Company's Articles of Association up to 10% of
the Company's shares may be held as treasury shares.
Going Concern
The Group's business activities, together with the factors
likely to affect its future development, performance and position
are set out in the Strategic Report on pages 10-38. The financial
position of the Group, its cash flows, liquidity position and
borrowing are described in the financial statements from page
57.
The Directors have considered significant areas of possible
financial risk and comprehensive financial forecasts have been
prepared and submitted to the Board for review. The Directors have,
based on the information contained in these forecasts and the
assessment of the committed banking facilities in place, formed a
judgement, at the time of approving the financial statements, that
the Group and the Company have adequate resources to continue in
operational existence for the foreseeable future.
After consideration, the Directors are satisfied that it is
appropriate to adopt the going concern basis in preparing the
financial statements.
Each of the persons who is a director at the date of approval of
this Annual Report confirms that:
So far as the director is aware, there is no relevant audit
information of which the Company's auditor is unaware.
Each director has taken all the steps that he/she ought to have
taken as a director in order to make himself/herself aware of any
relevant audit information and to establish that the Company's
auditor is aware of that information. This confirmation is given
and should be interpreted in accordance with the provisions of
Section 249 of the Companies (Guernsey) Law, 2008.
By order of the Board
Rupert Dorey John Whittle
25 March 2015 25 March 2015
Chairman Director
The Directors are responsible for preparing financial statements
for each year which give a true and fair view, in accordance with
applicable Guernsey law and International Financial Reporting
Standards as adopted by the European Union, of the state of affairs
of the Group and of the profit or loss of the Group for that year.
In preparing those financial statements, the Directors are required
to:
> Select suitable accounting policies and then apply them consistently
> Make judgements and estimates that are reasonable
> State whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements
> Prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the group will continue
in business
The Directors confirm that they have complied with the above
requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting
records, which disclose with reasonable accuracy at any time, the
financial position of the group and to enable them to ensure that
the financial statements comply with The Companies (Guernsey) Law,
2008. They are also responsible for safeguarding the assets of the
group and hence for taking reasonable steps for the prevention and
detection of fraud, error and non-compliance with law and
regulations.
The maintenance and integrity of the Company's website is the
responsibility of the Directors; the work carried out by the
auditor does not involve considerations of these matters and,
accordingly, the auditor accept no responsibility for any change
that may have occurred to the financial statements since they were
initially presented on the website. Legislation in Guernsey
governing the preparation and dissemination of the financial
statements may differ from legislation in other jurisdictions.
Responsibility Statement of the Directors' in respect of the
Consolidated Annual Report and Financial Statements
The Directors each confirm to the best of their knowledge
that:
> The Consolidated Financial Statements, prepared in
accordance with IFRSs as adopted by the European Union give a true
and fair view of the assets, liabilities, financial position and
net return of the group
> The Annual Report includes 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 faced.
Directors' Statement under the UK Corporate Governance Code
The Board as advised by the Audit and Risk Committee has
considered the Annual Report and Financial Statements and, taken as
a whole, consider them to be fair, balanced and understandable and
provides the information necessary for shareholders to assess the
Company's performance, business model and strategy.
By order of the Board
Rupert Dorey John Whittle
25 March 2015 25 March 2015
Chairman Director
Opinion on financial statements
In our opinion the group financial statements:
> give a true and fair view of the state of the group's
affairs as at 31 December 2014 and of its profit for the year then
ended;
> have been properly prepared in accordance with IFRSs as adopted by the European Union; and
> have been prepared in accordance with the requirements of the Companies (Guernsey) Law, 2008
What we have audited
We have audited the financial statements of International Public
Partnerships Limited (the Group) for the year ended 31 December
2014 which comprise the Consolidated Statement of Comprehensive
Income, the Consolidated Statement of Changes in Equity, the
Consolidated Balance Sheet, the Consolidated Cash Flow Statement
and related notes 1 to 23. The financial reporting framework that
has been applied in their preparation is applicable law and
International Financial Reporting Standards ('IFRS's) as adopted by
the European Union.
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