15 April 2020
Sanne Group plc
(SANNE or the Company)
Posting of Annual Report and Accounts and Notice of Annual General Meeting
SANNE, a leading global provider of alternative asset and corporate services, has posted its Annual Report and Accounts for the year ended 31 December 2019 (the 2019 Annual Report and Accounts), together with the Notice of Annual General Meeting (AGM) and Form of Proxy, to its shareholders. The 2019 Annual Report and Accounts and the Notice of AGM can also be downloaded from the Company's website at www.sannegroup.com.
Copies of the documents listed below have been submitted to and will be available for inspection at the National Storage Mechanism:
· Annual Report and Accounts for the year ended 31 December 2019
· Notice of the Annual General Meeting
· Form of Proxy
The Company is mindful of the current restrictions on movement as a result of the COVID-19 pandemic. It is currently expected that the restrictions will be lifted by the time of the AGM to allow the meeting to continue as normal; however, there is a risk that they will be extended preventing some of you from attending the meeting in person. As such, we would encourage all shareholders to submit proxies appointing the chairman of the meeting to vote on their behalf either electronically, or by posting the paper proxy card, to the registrars in accordance with the instructions included on the proxy card itself. In the event that restrictions on movement prevent the holding of the AGM, the Company will look to postpone the meeting to the earliest available time when the meeting can be held.
Information required under Disclosure Guidance and Transparency Rule 6.3.5
This announcement should be read in conjunction with the Company's preliminary results announcement issued on 19 March 2020. Together, these announcements constitute the material required by Disclosure Guidance and Transparency Rule 6.3.5 to be communicated to the media in full unedited text through a Regulatory Information Service. A description of the Principal Risks and Uncertainties and the Directors' Responsibility Statement, extracted in full unedited text from the 2019 Annual Report and Accounts, are set out below. This information should be read in conjunction with, and not as a substitute for, reading the full 2019 Annual Report and Accounts. Page numbers and notes in the following appendices refer to page numbers and notes in the Company's 2019 Annual Report and Accounts.
Appendix A: Principal Risks and Uncertainties
The Board has completed a robust Group-wide risk assessment of both principal and emerging risks over the reporting period.
Operating a risk management framework that is proportionate and responsive to business priorities, SANNE's Risk Management Framework includes a systematic approach to identifying, assessing, mitigating and monitoring risk through a programme of Business Risk Assessments, which leverage a comprehensive risk taxonomy.
Risk Assessment, completed using management information and senior management insight, is undertaken at jurisdiction level initially, to highlight emerging and existing risk exposures that are then consolidated into a Group Risk Assessment. At this stage, executive risk owners overlay their own assessment and the resultant assessment is presented to the Risk Committee on an annual basis. Risk management actions arising from the assessment are reviewed and approved through the Risk Committee.
The risks from the Risk Taxonomy are discussed, debated and challenged, firstly by senior management and Executive Directors, and then by the Risk Committee, with a view to presenting the key risks to the Board. The Board has agreed that the top risks will be presented in the Annual Report and Accounts as the principal risks.
Assessed at least annually through the Risk Assessment Programme, principal risks are the key risks to SANNE that could result in events or circumstances that might threaten SANNE's business model, future performance, solvency, liquidity or reputation; they include the exposures that present the highest level of inherent risk to the organisation.
SANNE's Principal Risks and associated controls can be found on pages 43 to 45 of the 2019 Annual Report and Accounts.
Level 1 Risk Category
Level 2 Risk Category
Competitor & Client Demand
Governance & Reporting
Health & Safety
Data & Cyber
Resilience & Stability
Liquidity & Capital
Risk direction of travel:
Stable < >
Strategy - < >: Inadequate strategic business decisions or failure to execute the defined strategy.
Inadequate strategic decisions, or a failure to execute the set strategy by management, could have a detrimental impact on SANNE's operations and clients as well as reduce market confidence.
The PLC Board, including Non-executive Directors, oversee the implementation of the Group's strategy. Risk-taking and aversion in the pursuit of strategic objectives is balanced through the setting and oversight of the Group Risk Appetite.
SANNE conducts new client and business due diligence, which is subject to the governance and approval of New Business Committees, to ensure that all growth is aligned to the business strategy and values.
The Group's Board and management committees will continue to oversee the effectiveness of the its strategic risk management.
Acquisition Risk - v: Acquisitions present unidentified liabilities or fail to achieve business objectives and potential value.
A core component of SANNE's strategy is inorganic growth; SANNE has and will continue to acquire businesses or enter into partnerships such as COLMORE in 2019. When acquiring a business or entering into a partnership, SANNE has an expectation of future growth, opportunities and value. There is the potential that an acquisition, or partnership, presents an unidentified liability or does not timeously realise the value expected. The integration of acquisitions may disrupt operations and divert senior management time and attention.
Prior to any recommendation to the Board for an acquisition or partnership, SANNE conducts a robust due diligence process including third party assessments from top accounting and law firms. Subsequently, oversight and challenge is provided by the independent Non-executive Directors. SANNE defines the integration strategy and resources at the outset and ensures oversight and monitoring throughout the transition period.
With the appointment of the Director of Mergers and Acquisitions over the reporting period, inorganic growth is expected to continue. SANNE has a proven track record of acquiring high quality businesses and successfully integrating them into the organisation. This experience will ensure future acquisition risks are effectively managed and the expected value realised in a timely manner.
Competitor & Client Demand Risk - < >: Failure to anticipate and respond to competitors activity, client demands, innovation, economic, regulatory and political changes and the markets we operate within.
SANNE operates in a global market where products and services are correlated with client demand, market conditions, regulatory regimes and political trends. SANNE must therefore anticipate and respond to numerous external emerging risk factors: competitor activity, client behaviour, innovation, economic changes, regulatory regimes and political trends.
SANNE's product and service offering remains highly competitive in the corporate services and asset administration industry. SANNE continues to invest in its Business Development teams in order to maximise new business opportunities. A director has been appointed per product to ensure SANNE's products and services remain relevant and competitive. SANNE operates out of 19 jurisdictions, allowing the business to swiftly shift in line with the locational demand from our clients.
The Executive Committee and Board oversee digital and technology investment and SANNE's joint venture with COLMORE demonstrates the businesses commitment to providing clients with an innovative product offering.
The Risk and Compliance functions will continue to monitor changes in the political environment and ensure the appropriate BREXIT mitigants are in place through the BREXIT Committee.
SANNE's business model and client demand is affected by market conditions and the general economy. Income and growth are linked to the performance and demand of services from the Alternative Assets Management industry. SANNE's products and global platforms continues to diversify with this trend likely to continue. The executive and management team continually evaluate the Group's strategy to consider and mitigate the impact off any emerging threats due to market conditions.
Process Risk - v: Lack of relevant process or incorrect, inconsistent, or untimely execution of processes. Untimely or ineffective planning, design, communication or execution of internal change.
Should there be a material operational error as a result of the ineffective execution of processes, this could have an adverse impact on our clients, damaging our reputation and potentially lead to a regulatory breach.
SANNE operates multiple layers of control testing in order to ensure that there is an effective process control environment. SANNE's Group Policy Framework sets the Group's minimum standards and is supported by jurisdiction procedures and checklists.
SANNE has established and is implementing a programme of operational excellence in order to ensure best in industry process and service execution, alongside an optimum platform of systems and automation.
Staff Resources - < >: Failure to attract, retain and develop sufficient qualified and capable resources could have an adverse impact on SANNE's operations and clients.
The appointment of a Chief Human Resources Officer to the executive management team has supported the prioritisation and delivery of SANNE's people strategy. SANNE has continued to focus on succession planning and developing its people through professional qualifications. Furthermore, the Workplace Advisory Panel was established as an effective feedback mechanism between employees and the Board.
The employment market for fund administration and corporate services staff will continue to be competitive, however SANNE's continued optimisation of the overall employment proposition and competitive remuneration packages ensures that SANNE is able to compete for and retain the best resources across the industry. Retention across the senior management population has been strong over the reporting period.
Data & Cyber Security - ^: Failure to protect systems, services and data from a cyber-attack and / or maintain data within legal and regulatory requirements.
The management of data is key to SANNE's business model; SANNE is entrusted by its clients to ensure that the appropriate protections are in place when processing information.
Cyber security continues to be a growing threat globally and the sophistication of threats posed is constantly evolving. A substantial cyber-attack or information loss event could cause detriment to SANNE's clients as well as erode market, regulatory and client confidence.
SANNE operates a suite of company-wide data security, integrity and protection controls to mitigate against privacy / data risks and cyber events, and complements this with a holistic training and awareness programme to ensure employees are diligent to a progressive threat. Extensive cyber response plans are in place alongside a comprehensive cyber insurance policy.
Cyber-security events have materialised in the fund management industry; there is the potential for SANNE to become a target for cybercrime. Consequently, SANNE will continue to allocate substantial resources and investment to its data integrity and cyber prevention strategies.
Compliance Risk - ^: Failure to comply with regulatory requirements or failing to anticipate and / or respond to regulatory changes/themes.
A failure to comply with current regulations and / or regulatory changes could have an adverse impact on SANNE's relationship with regulators and ultimately lead to regulatory censure. SANNE operates in dynamic regulatory environments with changing laws and regulations. The organisation recognises that these changes present both opportunity and uncertainty and manages these changes accordingly.
During the reporting period, the organisation appointed a dedicated Global Head of Compliance (GHoC). Independent and skilled compliance resources are in place across the global jurisdictions in which SANNE operates. Regulatory horizon scanning ensures that SANNE complies with regulatory change, including identifying and acting upon the related revenue opportunities. SANNE continues to conduct monitoring and assurance in order to demonstrate compliance with relevant laws and regulations.
As the regulatory environment evolves, SANNE expects a global trend of increased regulatory scrutiny for both fund administrators and corporate service providers. SANNE is well positioned to comply with relevant requirements and capitalise on change in regulated markets.
Financial Crime - < >: Inadequate systems, procedures and controls to prevent SANNE being exposed to or facilitating financial crime.
SANNE is committed to highest standards of ethical behaviour. The organisation continues to ensure that there are appropriate procedures, systems and controls to deter and prevent Financial Crime Risk. There is continued oversight and monitoring of financial crime risks, and adherence to both internal financial crime policies and regulatory obligations by the Group Compliance function, Assurance and Internal Audit. (Footnote: Financial Crime Risk is the collective term that includes money laundering, terrorist financing, sanctions, fraud, bribery & corruption and tax evasion risks).
Fiduciary Risk - < >: Failure to clearly define SANNE's role in providing management services to a client structure / service vehicle or a failure to fulfil the role expertly. Typically, where SANNE appoints a director to the board, acts as trustee or as investment manager.
Should SANNE inadequately fulfil its duty as a provider of fiduciary services, its reputation could be damaged and SANNE could become subject to high-value litigation.
SANNE operates a comprehensive set of controls in order to prevent the materialisation risk in relation to its fiduciary duties. Director appointment and approvals are in place alongside clearly defined responsibilities, training and procedures. SANNE fiduciary related services are conducted in line with its four eye principals.
A change in the market conditions and therefore a downward turn in higher risk investments, could change risk exposures and fund administrators and asset management companies may begin to experience increased regulatory scrutiny and litigation with regards to fiduciary responsibilities.
Financial Performance - < >: Failure to manage and monitor the financial performance of the Group on an ongoing and forecast basis.
Should SANNE fail to adequately manage its financial reporting obligations this could lead to poor management decisions, unexpected costs and inaccurate external financial reporting.
SANNE operates on a single, fully integrated finance system for the Global Group and has invested in a large and highly qualified finance team. The Group has an extensive financial controls framework that gets regularly tested by Internal Audit. The Group also undertakes detail bottom-up budgeting exercises supplemented with quarterly reforecasting exercises. Management information is published on a regular basis for management to use and review and the Group operates regular reviews of financial performance across the business. The Group also has a highly qualified financial reporting team.
Appendix B: Directors' Responsibility Statement
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the parent Company and its undertakings included in the consolidation taken as a whole; and
· the Strategic Report and Directors' Report include a fair view of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the Principal Risks and Uncertainties that they face.
This Responsibility Statement has been approved by the Board of Directors of Sanne Group plc on 18 March 2020 and is signed on its behalf by:
Martin Schnaier, Chief Executive Officer, 18 March 2020
James Ireland, Chief Financial Officer, 18 March 2020
For and on behalf of Sanne Group plc
Sanne Group plc
Ian Portal, Group Company Secretary
+44 (0) 20 3911 1048
Tulchan Communications LLP
+44 (0) 20 7353 4200
SANNE is a leading global provider of alternative asset and corporate services. Established for over 30 years and listed on the Main Market of the London Stock Exchange and a member of the FTSE 250 index, SANNE employs more than 1,700 people worldwide and administers structures and funds that have in excess of £250 billion of assets.
Key clients include alternative asset managers, financial institutions, family offices, ultra-high net-worth individuals and corporates.
SANNE operates from a global network of offices located in leading financial jurisdictions, which are spread across the Americas, Europe, Africa and Asia-Pacific.
THE ANNOUNCEMENT MAY CONTAIN "FORWARD-LOOKING STATEMENTS". FORWARD-LOOKING STATEMENTS SOMETIMES USE WORDS SUCH AS "AIM", "ANTICIPATE", "TARGET", "EXPECT", "ESTIMATE", "INTEND", "PLAN", "GOAL", "BELIEVE", "SEEK", "MAY", "COULD", "OUTLOOK" OR OTHER WORDS OF SIMILAR MEANING. BY THEIR NATURE, ALL FORWARD-LOOKING STATEMENTS INVOLVE RISK AND UNCERTAINTY BECAUSE THEY RELATE TO FUTURE EVENTS AND CIRCUMSTANCES WHICH ARE BEYOND THE CONTROL OF THE COMPANY. AS A RESULT, THE ACTUAL FUTURE FINANCIAL CONDITION, PERFORMANCE AND RESULTS OF THE COMPANY MAY DIFFER MATERIALLY FROM THE PLANS, GOALS AND EXPECTATIONS SET FORTH IN ANY FORWARD-LOOKING STATEMENTS. ANY FORWARD-LOOKING STATEMENTS MADE HEREIN SPEAK ONLY AS OF THE DATE THEY ARE MADE AND THE COMPANY DOES NOT ASSUME OR UNDERTAKE ANY OBLIGATION OR RESPONSIBILITY TO UPDATE ANY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT TO THE EXTENT LEGALLY REQUIRED.
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 firstname.lastname@example.org or visit www.rns.com.