47153 AG Barr Annual Report 2025 AW4 SQ WEB - Flipbook - Page 129
Strategic Report
Corporate Governance
Accounts
As at 25 January 2025, Robert Barr Limited, as trustee of the Savings Related Benefit Trust and the All-Employee Share Ownership Plan Trust (the ‘RBL Trustee’),
held 0.60% of the issued share capital of the Company in trust for the benefit of the executive directors and employees of the Group. As at 25 January 2025,
Equiniti Share Plan Trustees Limited (the ‘AESOP Trustee’) held 0.60% of the issued share capital of the Company in trust for participants in the AESOP.
A dividend waiver is in place in respect of the RBL Trustee’s holdings under the Savings Related Benefit Trust. A dividend waiver is in place in respect of shares
held by the AESOP Trustee and the RBL Trustee under the AESOP which have not been appropriated to participants.
The voting rights in relation to the RBL Trustee’s shareholdings are exercised by the RBL Trustee, who may vote or abstain from voting the shares as it sees fit
in respect of shares which are unvested or have not been appropriated to employees.
Under the rules of the AESOP, eligible employees are entitled to acquire shares in the Company. Details of the AESOP are set out above. AESOP shares which
have been appropriated to participants are held in trust for those participants by the AESOP Trustee. Voting rights in respect of shares which have been
appropriated to participants are exercised by the AESOP Trustee on receipt of participants’ instructions. If a participant does not submit an instruction to the
AESOP Trustee, no vote is registered in respect of those shares. In addition, the AESOP Trustee does not vote any unappropriated shares held under the AESOP
as surplus assets.
The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.
Change of control
All of the Company’s share incentive plans contain provisions relating to a change of control of the Company. The Company’s banking facilities may,
at the discretion of the lender, be repayable upon a change of control.
Articles of association
The Articles may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed to be made to the existing
Articles at the 2025 AGM.
Greenhouse gas emissions
Disclosures regarding greenhouse gas emissions required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 are
included in the Strategic Report on pages 35 and 45 to 47. This information is incorporated by reference into this Directors’ Report.
Task Force on Climate-Related Financial Disclosures (‘TCFD’)
Disclosures consistent with the TCFD’s recommendations are included in the Strategic Report on pages 39 to 46.
Financial risk management
Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the Group’s main
financial risk areas is detailed in the financial risk management disclosure in Note 25.
Contracts of significance
There were no contracts of significance as defined by Listing Rule 6.6 in existence during the financial year.
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 1 to 63. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on
pages 50 to 54.
After making the appropriate enquiries, the directors have concluded that the Group will be able to meet its financial obligations for the foreseeable future
and therefore have a reasonable expectation that the Company and the Group overall have adequate resources to continue in operational existence for the
foreseeable future (being at least one year following the date of approval of this annual report) and, accordingly, consider it appropriate to adopt the going
concern basis in preparing the financial statements.
The Company’s viability statement is set out on page 63 of the Strategic Report.
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