TIDMRR.
RNS Number : 6341H
Rolls-Royce Holdings plc
26 March 2020
26 March 2020
Rolls-Royce Holdings plc
Annual Report 2019 and Annual General Meeting 2020
Rolls-Royce Holdings plc (the Company) announces that it has
today published its Annual Report for the year ended 31 December
2019 (Annual Report 2019).
The Company also announces that it has today posted to
shareholders the Notice of Annual General Meeting to be held at
11.00am on Thursday 7 May 2020 at Kings Place, 90 York Way, London,
N1 9AG.
In accordance with Listing Rule 9.6.1, copies of the following
documents have been submitted to the UK Listing Authority and will
shortly be available for inspection from the National Storage
Mechanism at www.morningstar.co.uk/uk/NSM :
- Annual Report 2019;
- Notice of Annual General Meeting 2020; and
- Proxy Form for the Annual General Meeting 2020.
The above documents are also available at
www.rolls-royce.com
This information should be read in conjunction with the
Company's preliminary results announcement. A condensed set of the
Company's financial statements, information on important events
that have occurred during the financial year and their impact on
the financial statements and the Company's principal risks were
included in the preliminary results announcement released on 28
February 2020. That information, together with the information set
out below in the appendix, which is extracted from the Annual
Report 2019, is provided in accordance with the Disclosure and
Transparency Rule (DTR) 6.3.5R, which requires it to be
communicated to the media in full unedited text through a
Regulatory Information Service. This announcement is not a
substitute for reading the full Annual Report 2019. Page and note
references in the text below refer to page numbers and note numbers
in the Annual Report 2019.
Executive Director annual bonus for 2019
In line with our remuneration policy, the Executive Directors
deferred 40% of their annual bonus into shares on 16 March 2020 at
a price of GBP4.896, which must be held for a minimum of two years.
The remaining bonus is ordinarily paid as cash. In light of the
current challenging situation caused by the COVID-19 pandemic, the
Executive Directors have agreed that half of the remaining cash sum
due to them should be retained by the Company for an indefinite
period, at the discretion of the Remuneration Committee. No
interest will accrue on the retained portion during this
period.
Rolls-Royce Long Term Incentive Plan (LTIP)
As communicated on 17 March 2020, after consideration, the
Remuneration Committee determined that the 2020 grants would be
maintained at the standard levels. As a result, a grant of
conditional share awards has been made under the LTIP at a price of
GBP4.896 per share. The conditional shares will vest in three
years' time, subject to performance criteria being met and are then
subject to a further two-year holding period. In the event the
performance conditions are not satisfied the awards will lapse. We
acknowledge that, in common with many other companies, we have seen
a recent significant fall in our share price due to COVID-19. Under
the LTIP rules, the Remuneration Committee has full discretion to
ensure that the final outturn of the LTIP reflects all relevant
factors, including consideration of any potential for windfall
gains.
Enquiries :
Investor Relations:
Isabel Green +44 20 7227 9087
Media:
Richard Wray +44 20 7227 9163
Rolls-Royce Holdings plc LEI: 213800EC7997ZBLZJH69
Appendix
Statement of Directors' responsibilities in respect of the
Financial Statements
The Directors are responsible for preparing the Annual Report
and the Financial Statements in accordance with applicable law and
regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group Financial Statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the European Union and the parent company Financial Statements in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards, comprising FRS 101
Reduced Disclosure Framework, and applicable law).
Under company law, the Directors must not approve the Financial
Statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent company and of
the profit or loss of the Group and parent company for that
period.
In preparing the Financial Statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs, as adopted by the European
Union, have been followed for the Group Financial Statements and
United Kingdom Accounting Standards comprising FRS 101, have been
followed for the Company Financial Statements, subject to any
material departures disclosed and explained in the Financial
Statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the Financial Statements on the going concern basis
unless it is inappropriate to presume that the Group and parent
company will continue in business.
The Directors are also responsible for safeguarding the assets
of the Group and parent company and hence for taking reasonable
steps for the prevention and detection of fraud and other
irregularities.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group and
parent company's transactions and disclose with reasonable accuracy
at any time the financial position of the Group and parent company.
This enables them to ensure that the Financial Statements and the
Directors' Remuneration Report comply with the Companies Act 2006
and, as regards the Group's Consolidated Financial Statements,
Article 4 of the IAS Regulation.
The Directors are responsible for the maintenance and integrity
of the parent company's website. Legislation in the United Kingdom
governing the preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Directors' confirmations
The Directors consider that the Annual Report, taken as a whole,
is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Group and parent company's
position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed in
the Directors' Report, confirm that to the best of his or her
knowledge:
-- the Group Financial Statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
loss of the Group;
-- the parent company Financial Statements, which have been
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 101 Reduced Disclosure Framework, and applicable
law), give a true and fair view of the assets, liabilities,
financial position and result of the Company; and
-- the Strategic Report includes a fair review of the
development and performance of the business and the position of the
Group and parent company, together with a description of the
principal risks and uncertainties that it faces.
By order of the Board
Pamela Coles
Company Secretary
28 February 2020
Related party transactions
2019 2018
GBPm GBPm
--------------------------------------------------- -------- --------
Sales of goods and services to joint ventures
and associates 3,776 3,237
--------------------------------------------------- -------- --------
Purchases of goods and services from joint
ventures and associates (3,685) (2,957)
--------------------------------------------------- -------- --------
Lease payments to joint ventures and associates (210) (189)
--------------------------------------------------- -------- --------
Guarantees of joint arrangements' and associates' 1 -
borrowings
--------------------------------------------------- -------- --------
Gurantees of non-wholly owned subsidiaries'
borrowings 3 3
--------------------------------------------------- -------- --------
Dividends received from joint ventures and
associates 92 105
--------------------------------------------------- -------- --------
Other income received from joint ventures
and associates 1 2
Included in sales of goods and services to joint ventures and
associates are sales of spare engines amounting to GBP277m (2018:
GBP563m).
Profit recognised in the year on such sales amounted to GBP93m
(2018: GBP157m), including profit on current year sales and
recognition of profit deferred on sales in previous years. On an
underlying basis (at actual achieved rates on settled derivative
transactions), the amounts were GBP78m (2018: GBP132m). Cash
Receipts relating to the sale od spare engines amounted to GBP414m
(2018:GBP563m).
The aggregated balances with joint ventures are shown in notes
14 and 18. Transactions with Group pension schemes are shown in
note 21.
In the course of normal operations, related party transactions
entered into by the Group have been contracted on an arms-length
basis.
Key management personnel are deemed to be the Directors (pages
62 to 64) and the members of the Executive Team (described on page
65). Remuneration for key management personnel is shown below:
2019 2018
GBPm GBPm
---------------------------------- ------ ------
Salaries and short-term benefits 9 19
---------------------------------- ------ ------
Post-retirement schemes - -
---------------------------------- ------ ------
Share-based payments 5 5
---------------------------------- ------ ------
14 24
More detailed information regarding the Directors' remuneration,
shareholdings, pension entitlements, share options and other
long-term incentive plans is shown in the Directors' Remuneration
Report on pages 95 to 104. The charge for share-based payments
above is based on when the award is charged to the income statement
in accordance with IFRS 2 Share-Based Payments, rather than when
the shares vest, which is the basis used in the Directors'
Remuneration Report.
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
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END
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