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RNS Number : 7717J
Sanne Group PLC
15 April 2020
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
Risk Assessment
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.
Principal Risks
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.
Risk Taxonomy
Level 1 Risk Category Level 2 Risk Category Principal Risk
--------------------- --------------------------- --------------
Strategic Strategy Yes
Competitor & Client Demand Yes
Acquisition Yes
Governance & Reporting
===================== --------------------------- ==============
Operational Process
Business Change Yes
Business Continuity
Outsourcing
Internal Fraud
Health & Safety
Physical Security
===================== --------------------------- ==============
People Staff Resources Yes
Key Person
Staff Conduct
===================== --------------------------- ==============
Technology Data & Cyber Yes
Design
Resilience & Stability
===================== --------------------------- ==============
Regulatory Compliance Yes
Financial Crime Yes
Listing Rules
===================== --------------------------- ==============
Legal Fiduciary Yes
Contractual
Litigation
===================== --------------------------- ==============
Financial Liquidity & Capital
Tax
Financial Performance Yes
Income (FX)
===================== =========================== ==============
Principal Risks
Risk direction of travel:
Increasing ^
Stable < >
Decreasing v
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
Enquiries:
Sanne Group plc
Ian Portal, Group Company +44 (0) 20 3911
Secretary 1048
Tulchan Communications LLP
Tom Murray +44 (0) 20 7353
Tom Blundell 4200
Notes:
About SANNE
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 GBP250
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.
www.sannegroup.com
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.
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END
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