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BBA Aviation Plc (BBA)

  Print      Mail a friend       Annual reports

Monday 20 March, 2017

BBA Aviation Plc

Annual Financial Report

RNS Number : 9966Z
BBA Aviation PLC
20 March 2017
 

Date of notification: 20 March 2017

 

 

BBA Aviation plc (the "Company")

Annual Financial Report and Notice of AGM



Further to the release of the Company's Final Results announcement on 1 March 2017, the Company announces that it has today published its Annual Financial Report 2016 ("Annual Report 2016").

 

The Company also announces that it has today posted to shareholders notice of an Annual General Meeting to be held

 

The Annual Report 2016 can be viewed at or downloaded from the Company's website at:

http://www.bbaaviation.com/investors/reports.aspx

 

The Notice of Annual General Meeting 2017 can be viewed at or downloaded from the Company's website at: http://www.bbaaviation.com/investors/shareholder-information/agm-(annual-general-meeting).aspx

 

Copies of the documents listed below have also been submitted to the National Storage Mechanism located at www.morningstar.co.uk/UK/NSM:

 

·     Annual Report 2016

·     Chairman's Letter and Notice of Annual General Meeting

·     Annual General Meeting Proxy Card

·     Notice of Availability of BBA Aviation plc Annual Report 2016 and Notice of Annual General Meeting

 

At the Annual General Meeting due to be held on 5 May 2017 it is proposed that the Company seek, inter alia, general authority from ordinary shareholders for the Company to make market purchases of up to 14.99 per cent of the Company's existing issued ordinary share capital.  This renews the authority granted by shareholders at the Annual General Meeting held on 6 May 2016.  Any ordinary shares purchased under the authority may be cancelled or held in treasury.

 

The Company's Final Results announcement released on 1 March 2017 contained the responsibility statement of the directors on the Annual Report 2016 and details of significant events occurring during the period.  For the purposes of compliance with DTR 6.3.5 set out below is the statement of principal risks and uncertainties which is set out in the Annual Report 2016 and the text of note 26 to the consolidated financial statements in the Annual Report 2016 concerning related party transactions. 

 

 

"Managing Our Risks

 

We are committed to effective risk management in support of delivery of our strategic objectives.

 

Our risk management process is designed to improve the likelihood of delivering our business objectives, protect the interests of our shareholders and key stakeholders and enhance the quality of our decision-making through the awareness of risk-assessed outcomes. It also assists in the safeguarding of our assets, including people, finances, property and reputation. We are committed to conducting business in accordance with all applicable laws and regulations and in a manner that is consistent with our values.

 

Risk Governance Structure

 

The Board

Responsible for our system of Corporate Governance and overseeing execution of our strategy; risk management and policy; and financial performance.

Accountability for monitoring

 

Audit and Risk Committee

Responsible for reviewing and approving the adequacy and effectiveness of our risk management and internal controls.

Audit function

Reviews and reports on the system of internal control.

Chief Risk Officer

Reports on key risks and risk mitigation.

 

Executive Management Committee

Responsible for setting strategic direction, executing strategic decisions and implementing an effective corporate risk management system.

 

Business Divisions      

Responsible for identifying, assessing and managing risks within their business subject to Group risk appetite.

 

Company Risk Map (Risk Register) & Divisional Risk Maps

Management teams in business units review risks through self-assessment methodology and develop risk registers which, together with risk maps that are developed from the risk registers, are submitted to the Executive Committee and the Audit and Risk Committee on a bi-annual basis.

Responsibility for implementing

 

BBA Aviation's risk mitigation strategy and risk appetite are matters that are overseen by the Board, with the support of the Audit and Risk Committee, which manages the processes that underpin risk assessment and our systems of internal control.

 

How we manage risk across BBA Aviation

The Board has established a framework for assessing risk in the context of likelihood and impact in financial and reputational terms. Each risk within the Group is assessed against this framework and the Board reassesses its risk appetite on a bi-annual basis when risk maps are presented to the Audit and Risk Committee.

 

Group policies, standards and internal controls, together with our Values and our focus on safety, underpin our approach to risk management. We are committed to being a responsible values-led business and our leaders are responsible for embedding this into BBA Aviation's culture, our decision-making and how we work.

Our employees are accountable for working to established standards and for identifying and escalating encountered risks so that they can be appropriately managed. The Group has comprehensive training programmes to ensure that employees are appropriately trained in BBA Aviation's ethics policies.

 

Risk Management Process

The key features of our risk management process are set out below:

 

Board, Executive Committee Review

Progress is monitored at global, divisional and business levels and risks assessed on an ongoing basis as part of the business review and risk management process.

 

Business Objectives

Our business objectives are established on a five year basis and drive our annual objectives.

 

Strategic Plan Development & Update

Our strategy informs the setting of shorter-term objectives across the Group and is widely communicated.

 

Portfolio & Investment Decisions

Portfolio and investment decisions are made based on resource constraints and risk/reward profiles against our strategic objectives.

 

Bi-Annual Risk Assessment Process

Annual Key & Emerging Risks Identification

Strategic Risk Mitigation

Ongoing Key Risk Monitoring

 

The bi-annual risk assessment process looks forward three years to create BBA Aviation's risk profile. These key Group-level risks are input into the scenario modelling for the Viability Statement, which is explained further on page 79 [of the Annual Report].

 

Progress in 2016

During 2016 we have updated our Risk Management Framework and continued to develop the alignment between our Risk Management and Internal Audit functions. The risk assessment process drives the internal audit scope, and the Chief Risk Officer and Head of Internal Audit attend Audit and Risk Committee meetings to provide regular updates.

We have improved the risk management process by:

·   Improving the Risk Register so that risk cause is clearly identified and the mitigating control addresses the risk cause. We also determine whether activity associated with every risk should be 'Treated, Tolerated, Transferred or Terminated' - which drives deeper understanding of risk management within the business.

·   A 'Deep Dive' process has been introduced whereby we probe more deeply into risk areas to provide additional and more specific information. We addressed Anti-Bribery and Corruption and Security risk areas during 2016

 

We continue to adopt a risk and controls-based approach and have improved our reporting to provide practical insight in executive summaries to enable senior management to understand issues   quickly. All audit findings are reported in terms of risk and impact, which is aligned with BBA Aviation's Risk Model, and a structured follow-up process operates driven by action dates agreed collaboratively between Internal Audit and BBA Aviation's management and overseen by executive management.

Our project management capability on major projects continues to improve. For the carve-out and sale of the ASIG business we employed a specialist separation management consultancy to guide us through the planning process to ensure that we delivered an effective carve-out of the ASIG business to John Menzies plc.

 

 

Principal Risks

We have identified 11 principal risks and uncertainties facing BBA Aviation which are considered by the Board to be material to the development, performance, position or future prospects of the Group. These risks, mitigations and changes during the year are summarised in the table below. They are not set out in priority order.

 

Objective

Risks

Mitigation action/Control

Change during year

 

Growth

Structural changes in the global economic environment, or cycle fluctuations:

-      drive down B&GA and commercial flying and military expenditure.

-      cause market weakness in the ERO sector.

-      Active monitoring of lead economic indicators.

-      Strong financial controls to monitor financial performance and provide a basis for corrective action when required.

-      Low fixed costs allow cost base to be flexed to meet demand.

Brexit and the US election have caused some uncertainty in the economic environment.

Global terrorist events either in-flight, at or near major airports materially impacting global air travel.

-       Airport and internal access security processes, vetting of potential staff members in recruitment process.

-       Low fixed costs allow cost base to be flexed to enable corrective action to be taken.

Ongoing events continue to cause concern.

Legislative changes causing material increase to cost of B&GA flight relative to alternatives such as commercial flying, road or rail travel.

-      Active participation in all relevant industry bodies.

-      Ongoing monitoring of all US and EMEA political activity which may impact B&GA activity.

-      Low fixed costs allow cost base to be flexed to meet demand.

Ongoing discussions regarding privatisation of Air Traffic Control

in the USA.

Ongoing competitor activity to replicate market position of Signature network.

-      Active monitoring of competitor activity.

-      Strong financial controls to monitor financial performance.

Purchase of Landmark Aviation created

market-leading position.

 

Performance Optimisation

Ability to attract and retain high-quality and capable people at senior and

mid-management levels.

-      Succession planning process embedded with review at Executive Management Committee and Board level annually.

-      Remuneration structure designed to reward superior performance and promote retention.

-      Proactive employee development and key talent retention processes.


Potential liabilities from defects in services and products.

-      Standard operating procedures with routine root cause analysis of all incidents.

-      Liability insurance.


Impact of a successful cyber attack.

-      Operation of a specialist Information Security team.

-      Continual refreshment of firewalls and endpoint protection, laptop encryption, mobile device management, intrusion protection, password policy, vulnerability and penetration testing, identity and security event management.

Increasing threat of cyber attacks draw focus as a major risk

Intentional or inadvertent

non-compliance with company values and legislation, both within BBA Aviation and with trading partners.

-      Clear values statement and ethical policies.

-      Semi-annual compliance certification by all senior management.

-      Rigorous third party vetting processes.

-      Robust internal control environment and regular review by internal and external audit.


Environmental exposures.

-      Strong procedural controls and physical containment when working with fuel or other hazardous chemicals.

-      Active management of known environmental matters to minimise costs to resolve.

-      Environmental insurance where appropriate.


Non-compliance with banking covenants caused by a tighter regulatory environment around sanctions compliance, which is a key condition of our banking covenants.

-      Strong treasury management controls concerning liquidity management.

-      Rigorous third party vetting processes, which includes the compliance with sanctions regulations.

Good progress made paying down debt funding.

 

Value Creative Investment

Changes in tax regulation in both the USA and EMEA could impact our effective tax rate and our cash tax liabilities.

-      Timely compliance with all international tax   requirements.

-      Continuous monitoring of changes to tax legislation, taking advice where appropriate from reputable professional advisers.


 

"Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are detailed below.

 

Compensation of key management personnel

Key management are the directors and members of the Executive Committee. The remuneration of directors and other members of key management during the year was as follows:

 


2016

$m

   Restated1

2015

$m

Short-term benefits

7.7

7.1

 

Post-employment benefits

0.5

0.6

 

Share-based payments

2.7

2.4

 


10.9

10.1

 

1 There has been a reclassification of $1.5 million between short-term benefits and share-based payments in the prior period to improve consistency of treatment in respect of the deferred bonus plan.

 

Post-employment benefits include contributions of $0.5 million (2015: $0.6 million) in relation to defined contribution schemes.

 

The remuneration of directors and key executives is determined by the Remuneration Committee having regard to the performance of individuals and market trends. The directors' remuneration is disclosed in the Directors' Remuneration Report on pages 56-78.

Other related party transactions

During the year, Group companies entered into the following transactions with related parties which are not members of the Group:

 

                                                                                                     Amounts owed by            Amounts owed to

                                                        Sale of goods          Purchase of goods                     related parties                  related parties  

                                               

2016

$m

2015

 $m

2016

 $m

2015

$m


2016

 $m

2015

 $m

2016

 $m

2015

 $m

Associates

   5.7

 8.5

292.5

355.5


   1.5

   0.3

 46.8

       52.1

 

 

Purchases of goods principally relates to the purchase of aviation fuel. Purchases were made at market price discounted to reflect the quantity of goods purchased. The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given

or received.

At the balance sheet date, Group companies had loan receivables from an associated undertaking of $2.2 million (2015: $2.6 million). The loans are unsecured and will be settled in cash, and were made on terms which reflect the relationships between the parties.

 

The Group operates various pension and other post-retirement benefit schemes for its employees. Details are set out in note 19."

 

 

 

The financial information set out in the Company's Final Results announcement of 1 March 2017 does not constitute the Company's statutory accounts for the year ended 31 December 2016.  Statutory accounts for 2016 will be delivered to the Registrar of Companies in due course.

 

This announcement should be read in conjunction with, and is not a substitute for, reading the full Annual Report 2016.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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