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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