Brewin Dolphin Holdings plc Annual Report 2016

FY2016 Annual Report · Brewin Dolphin Holdings plc

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Annual Report and Accounts 2016

Realising ambitions,
Creating value

As a leading UK wealth manager,
we exist to protect and grow our
clients’ wealth.
Our Annual Report 2016 explains
how we are realising ambitions –
for ourselves, our clients and
our shareholders.

Visit our corporate website for more information:
https://www.brewin.co.uk

In this report

STRATEGIC REPORT
01 Realising ambitions
12 2016 Highlights
14 Our Business Today
16 Our Business Model
18 Understanding Our Market
20 Chairman’s Statement
22 Chief Executive’s Review
28 Our Strategy
30 Key Performance Indicators
33 Principal Risks and Uncertainties
38 Financial Review
46 Corporate Responsibility

GOVERNANCE
50 Chairman’s Introduction
52 Board of Directors
54 Corporate Governance Statement
60 Committee Reports
74 Directors’ Remuneration Report
95 Other Statutory Information
99
Statement of Directors’
Responsibilities

100 Independent Auditor’s Report

FINANCIAL STATEMENTS
104 Consolidated Financial Statements
114 Notes to the Financial Statements

OTHER INFORMATION
161 Five Year Record
162 Appendix – Calculation of Key
Performance Indicators

163 Shareholder Information
164 Branch Address List

Realising ambitions

By helping clients to realise their financial
ambitions, we can realise our own ambitions
to grow the business and deliver sustainable
returns for shareholders.

brewin.co.uk

Our talented and
knowledgeable people
are delivering the right
services and expertise
across the country to help
clients reach their goals.
Our eight key enablers allow us to work with
our clients to realise their ambitions:

A focused strategy for growth

Using technology to support relationships

Investing in talent

An evolving proposition based on trust

We’re always there for our clients

Building long-term relationships

Client-focused leadership

A progressive business with a distinctive culture

2 Brewin Dolphin Holdings PLC

A focused strategy
for growth

We continue to grow our core revenue by
expanding the proportion of the wealth we
manage for increasing numbers of clients.
That’s why we focus on giving our people the
support and systems, confidence and capacity
they need to increase both the value and
number of our client relationships.

brewin.co.uk

Using technology to
support relationships

We are constantly seeking new ways to improve client and intermediary
relationships. Technology is increasingly underpinning the streamlined
support that allows our advisers to spend more time with clients. We’re
creating new portals, apps and communication channels to give clients and
agents an expanding range of contact options to meet every requirement.

Investing
in talent

Providing high-quality advice
and consistently doing more for
clients is what drives our people
to excel. So we enable them to be
as good as they can be, investing
in their learning and development.
By ensuring they’re highly engaged
and well rewarded, we can rely on
their commitment and expertise
for the long term.

Brewin Dolphin Holdings PLC

An evolving
proposition based
on trust

Clients’ needs and ambitions evolve over time, influenced by
changing circumstances and shifting economic trends. We’re
there to track every change, drawing on our flexible business
model, market-leading research and innovative culture to
ensure our advice is constantly relevant and tailored to their
needs. That’s how we earn and preserve our clients’ trust.

brewin.co.uk

We’re always there for
our clients

As many other companies withdraw from the advice market,
our network of 28 offices across the UK, the Channel Islands
and the Republic of Ireland makes it easy for clients and
prospects to drop in for face-to-face meetings with our
advisers. It’s how we build and sustain close relationships
with individuals and communities.

Brewin Dolphin Holdings PLC

brewin.co.uk

Building long-term
relationships

Our approach revolves around creating sustainable
value through mutually rewarding relationships that deliver
what clients and shareholders are looking for. That’s why
we take time to thoroughly understand every client’s goals
and ambitions. Only when we have a complete picture of
what they want to achieve with their wealth are we ready
to offer expert tailored planning and advice.

Brewin Dolphin Holdings PLC

Client-focused
leadership

Our Executive Committee ensures that client needs are at the
forefront of our business thinking. By including client-facing
specialists, who together represent all disciplines, we have
shortened lines of communication to ensure our most
senior strategic decision-makers are constantly focused
on client needs.

brewin.co.uk

A progressive
business with a
distinctive culture

Our business has been evolving for over 250 years.
Built on trust and integrity, our culture helps us
focus our collective skills and knowledge on
continually seeking to improve our services for
our clients. As we advance and innovate, our
values guide us in growing and protecting our
clients’ wealth in a way that helps them achieve
their ambitions.

Brewin Dolphin Holdings PLC

Creating value

Our personalised approach to client
service, combined with the expertise
of our professionally qualified staff,
enables us to create value, both for
ourselves and our clients.

brewin.co.uk 11

2016 Highlights
To read about the key performance indicators we use to measure our
strategic progress turn to page 30.

Total income (£m)

£282.4m

Adjusted2 profit
before tax (£m)

£61.0m

Statutory profit
before tax (£m)

£50.1m

283.7

282.4

62.2

61.0

50.1

280.8

58.4

2014

2015

2016

2014

2015

2016

2014

2015

2016

6.8

Adjusted2 PBT margin (%)

21.6%

21.9

21.6

Adjusted2 earnings
per share – diluted3 (p)

16.8p

17.1

16.8

20.8

16.0

Earnings per
share – diluted3 (p)

13.9p

17.1

13.9

1.9

2014

2015

2016

2014

2015

2016

2014

2015

2016

12 Brewin Dolphin Holdings PLC

Discretionary funds (£bn)

Discretionary funds
by client type

Discretionary funds by portfolio
size (£m)

£28.9bn

28.9

24.0

24.8

2014

2015

2016

58% Direct private
clients

26% Intermediated
private clients

10% Charities

6% Corporates

Banding

3% <0-0.15

27% 0.15-0.50

22% 0.50-1.00

31% 1.00-5.00

17% >5.00

Dividend payout ratio (%)

Full year dividend (p)

Cash (£m)

77%

13.0p

13.0

12.0

9.9

£170.8m

170.8

149.8

135.1

2014

2015

2016

2014

2015

2016

2014

2015

2016

1 Continuing operations.
2 These figures have been adjusted to exclude redundancy costs, FSCS levy rebate, onerous contracts, one-off migration costs, amortisation of client relationships and

disposal of available-for-sale investment – see page 42.

3 See note 15.

brewin.co.uk 13

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Our Business Today

A scalable platform
for growth

Our rich heritage and reputation for trust,
integrity and service alongside our regional
presence provides a strong platform from
which we can grow our business.

Who we are
Founded in 1762, Brewin Dolphin is a
leading independently-owned UK wealth
manager. We are listed on the London Stock
Exchange, and are a member of the FTSE
250 Index. We take an integrated, advice-
led approach to protecting and growing our
clients’ wealth by combining our experience
and expertise in financial planning and
investment management. Our success is built
upon our belief in the importance of long-term
client relationships and our commitment to a
highly personalised and high-quality service.

Who our clients are

Funds

Direct private individuals

£19.2bn

Private individuals via
intermediaries

Corporates

Charities

£7.5bn

£2.6bn

£3.1bn

Total core1 funds

£32.4bn

1 Discretionary and execution only funds.

14 Brewin Dolphin Holdings PLC

1,583

employees

offices

Our services
The table below outlines the services provided by the Group.

Core services
Wealth Management

Integrated approach to protecting and growing wealth that combines both Financial Planning and
Investment Management.

Investment Management

Designed for clients who want to benefit from a personal focus on their investment portfolio but do not
require financial planning.

Financial Planning

This service helps address our clients’ wider financial planning needs including advice on investment,
protection or retirement requirements.

Managed Portfolio Service (‘MPS’)

This service is provided for financial advisers who offer a suite of risk rated model portfolios designed for
their clients who do not require, or for whom it is not cost effective, to have a personalised solution.

Brewin Portfolio Service (‘BPS’)

A cost effective service for clients with smaller sums to invest who do not need advice. It combines the
investment expertise of Brewin Dolphin with the freedom for individuals who are happy making their own
risk decisions and investment choices. It gives access to six risk rated portfolios which are primarily
invested in passive funds.

Execution Only

Custody, trade execution and settlement services for clients who have no need for advice and prefer to
make their own investment decisions. This service is limited and we no longer provide it on a standalone
basis to new clients.

Non-core services
Advisory

The service provided is either ‘Advisory Managed’, where we provide advice on both the structure of
the portfolio and the individual investments within it, or ‘Dealing with Advice’ where advice is provided
on a transactional basis only. We no longer offer this service for new clients, other than on an
exceptional basis.

Available to

brewin.co.uk 15

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Our Business Model

Designed
for growth

Our business model is underpinned by our strategy, risk management
framework and our high standards of corporate governance.

How we meet our clients’ needs

We seek to employ and develop the best people throughout our network of local
branches to help both our clients manage the financial complexities of life and
financial intermediaries to fulfil their responsibilities to their clients.

Brewin advice

Investment solutions

Our people take time to establish strong client relationships based
on a full understanding of individual circumstances. This enables
us to build a tailored financial solution.

This may include our integrated wealth management service, just
financial planning or just our investment solutions, depending on
client needs and how they access our services.

We are an independently owned business with no in-house
funds, which means we can look across a wide range of financial
products to choose the best and most appropriate options
from the market place.

Our direct portfolios and our model portfolio services are
underpinned by our award winning in-house research as well
as our firm-wide asset allocation framework.

How our clients access our services

See page 15 for a full table
of services we offer

Direct

Private
Individuals

Charities/
Corporates

Indirect

Intermediaries

Brewin
Portfolio Service
– Risk rated model portfolios with
no advice for direct clients

Wealth & Investment Management
and Financial Planning
– Full advice (either from a
Brewin adviser or an external IFA)
– Caters for all clients’ needs
– Full suite of solutions

Managed
Portfolio Service
– Actively managed risk rated model
portfolios for clients who receive advice
from an external IFA

16 Brewin Dolphin Holdings PLC

How our business creates value for ourselves and our clients

For Brewin Dolphin

We earn income for services
based on the amount of funds
we manage, fees we charge for
financial planning or the investment
business we transact on our
clients’ behalf. Our personalised
approach to client service
combined with the expertise of
our professionally qualified and
experienced staff demonstrates the
value of our services and helps us
earn the trust of clients and create
loyal client relationships.

This creates value to the
business through the generation
of new leads via referrals and
brand enhancement.

For Clients

Clients with advice
We help clients to achieve their
long-term goals by managing their
wealth for key stages in their life
such as retirement. Every client is
different so we individually assess
their needs and develop
personalised plans.

We guide them through today’s
highly complex financial services
environment, helping them nurture
their wealth in the most tax-efficient
manner we can.

Clients without advice
Our Brewin Portfolio Service gives
clients a low-cost alternative to the
full wealth management service
whilst enabling them to still benefit
from the research and investment
expertise of Brewin Dolphin.

The service is simple to access
and each portfolio includes a
diverse mix of investment funds
chosen by our specialised teams
to deliver a measured exposure
to stock market risk.

Intermediaries
Both our discretionary
investment management
service and model portfolio
service allow intermediaries
to effectively outsource the
investment management of their
clients’ portfolios whilst retaining
secure access to portfolio
valuations and having regular
close contact with us.

Our national business development
team and network of offices mean
we can service advisers and their
clients face-to-face across the UK.

How this value is reinvested in the business to drive growth

The value we create generates additional capacity for us to invest further in our business. You can read more about our strategy on
page 28.

Resources and relationships

We rely on our resources and relationships in order to run our business. We actively
engage with our stakeholders throughout our business cycle:

Clients
We help to protect and grow
wealth for our clients and
maintaining close personal
relationships with them is
key to our business.

Investors
We engage with our
shareholders and potential
investors at external
events such as AGMs
and roadshows.

Suppliers
We actively engage with our
suppliers at different stages
of our business model, which
ensures commitment and
transparency of all parties.

Regulator
We ensure a regular
dialogue with regulatory
bodies and can therefore
adapt to the changing
regulatory landscape and
identify where these
changes can provide an
opportunity for the business.

Employees
Our strength is in our
1,583 people, both
client-facing colleagues
and those who provide
support to them. We have
a strong commitment to
development and we use
initiatives like the employee
engagement survey to
understand what is working
well and what can be
improved.

brewin.co.uk 17

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Understanding Our Market

Challenges
and opportunities

Society

An ageing
population

Increasing
consumer
freedom

Changing
consumer
demands

People are having to
become increasingly
self-reliant regarding
their financial futures,
seeking solutions
that suit them in
areas including
retirement provision
and planning for
long-term care.

A larger number
of people are
approaching or
entering periods
of long retirement
who may have
benefited from
generous pensions
and rising house
prices.

The introduction
of new pension
freedom rules and
other changes have
increased complexity
and more people are
seeking advice.

Clients are
increasingly requiring
outcome-oriented
solutions that enable
them to fulfil their
personal ambitions
rather than focusing
solely on investment
performance.

To be known for
providing an
integrated set of
services that help
meet an individual’s
full set of financial
planning and
investment needs.

A growing number of
people require an
advice-led solution
to protect and grow
their substantial
personal wealth.

To be recognised as
providing high-quality
advice that enables
people to extract the
greatest possible
value from their
pensions and
other assets.

More people are
seeking advice-led,
goal oriented
propositions rather
than pure investment
management.

Our advice offers
tailored solutions to
meet these needs.

Our advice-led
proposition
supports long-term
relationships and
enables us to help
clients fulfil their
long-term goals.

We ensure
through recruitment
and development
that our people are
of an industry-leading
quality and expertise,
so they are able
to advise on
complex needs.

We build and
sustain long-term
relationships
with clients that
enable us to
understand and
respond to their
changing needs.

Market drivers

Opportunities for
Brewin Dolphin

Our response

18 Brewin Dolphin Holdings PLC

The financial services marketplace never stands still, driven
by societal, economic, legislative and technological change.
Here we identify some of the most powerful forces at play,
the opportunities they represent and how we are
responding to them.

Low interest
rates

Regulatory
change

Competitive
environment

The advice gap

Technological
change

Within the continuing
environment of
exceptionally low
interest rates,
people require more
guidance on how
to gain an adequate
return from their
savings.

Increasing regulatory
change within the
investment and
wealth management
sector results in
higher costs of
compliance across
the industry.

Our industry remains
fragmented and
continues to see new
entrants as well as
withdrawals from
some competitors.

The FCA encourages
innovation to meet
the needs of
customers failing
to access advice
for cost, trust and
knowledge reasons.

Increasing numbers
of people wish to use
digital channels to
engage when, where
and how they choose.

Growing numbers
of people require
advice to be able
to generate sufficient
returns within their
risk appetite.

To capitalise
on our scale to
efficiently absorb
the increased costs
of compliance.

People are looking
for consistent and
trusted advisers to
build long-term
relationships with.

To introduce new
ways of meeting
the needs of more
people.

Our outcome
oriented advice-led
solutions allow
us to adapt to
clients’ needs in
changing external
environments.

Our scale means
that we are able to
absorb the costs of
regulatory change
within our operating
model and allocate
appropriate resources.

To leverage our
reputation as a
long-standing wealth
manager to attract
a growing number
of clients.

We focus on
innovation to
develop better
ways of serving
clients through
refining our services.

To provide clients
with a range of easy-to-
use communication
channels that match
their preferences
and complement
our emphasis on face-
to-face relationships.

In 2016, we
introduced several
technological
improvements
including automated
onboarding and
client self-service
on our Brewin
Portfolio Service.
We are continuing
to develop a range
of digital channels
across our business.

brewin.co.uk 19

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Chairman’s Statement

Shaping
the future

Dear Shareholder,
2016 was another year of achievement for Brewin Dolphin.
We continued to implement our client-focused strategy, which
aims to increase shareholder value by growing revenue and
improving operational effi ciency.

The wealth management sector continues to develop rapidly,
in terms of both the regulatory and the market environment.
More stringent regulation and growing demand for an increasingly
diverse offering form the backdrop to our strategic objectives.
We have concluded that Brewin Dolphin must offer a range of
investment services across the board, serving both clients with
signifi cant wealth and those with smaller sums to invest.

Clients and employees
Clients are at the heart of Brewin Dolphin’s business.
Altogether, we serve around 55,000 clients, including
individuals, charities and corporate organisations, providing
them with advice and investment management. We also deliver
investment management services to clients of more than 1,300
intermediaries, including IFAs and professional services fi rms.

The most important role of every Brewin Dolphin team is to
earn and preserve the trust of their clients. The long-term client
relationships that they create and sustain are the foundation
stones of our business.

During the course of the year, I met many clients and employees.
I never cease to be impressed by the complimentary feedback
from clients or by the dedication of our employees who are
committed to protecting and enhancing their clients’ wealth.

These impressions are confi rmed by the fi ndings of our annual
client survey, where we have had outstanding feedback with
clients rating their satisfaction across all categories at 8.4/10, well
above the 2015 industry benchmark. Such a strong endorsement
of our employees, delivered by the people whose opinions
count the most, bodes well for the Group’s future.

Board and executive team
During 2016, the Board continued to have the right balance
of skills and experience to support the Group in the pursuit
of its strategy and to support and challenge the executive
management team.

Angela Knight will retire following the Company’s forthcoming
Annual General Meeting (AGM) on 3 February 2017. She was
appointed as a Non-Executive Director in 2007, since when she
has served the Group with great distinction. She became Senior
Independent Director in 2014, and she will be particularly missed
in that capacity. I am happy to say, however, that she has agreed
to continue her association with the Group by staying on as
Chairman of Tilman Brewin Dolphin Limited, our subsidiary
in the Republic of Ireland.

Kath Cates, a Non-Executive Director of the Company
since 2014, has agreed to replace Angela as Senior
Independent Director.

The Executive Committee, chaired by David Nicol, was
expanded during the year. Charged by the Board with
responsibility for the day-to-day running of the business, this
Committee now consists of 10 executives who between them
represent all the Group’s key business areas. Four members are
senior wealth management executives, which has brought the
voice of the client closer to the leaders of the business.

Financial strength
During 2016, the Group’s balance sheet continued to strengthen.
At year end, we held £170.8 million in cash on the balance
sheet and had shareholder equity of £242.8 million, of which
£164.0 million represented regulatory capital. This strong position
has provided the Board with considerable comfort during times
of uncertainty. This was the case during the run up to and the
aftermath of the Brexit referendum. It also gives us the fl exibility
we need to consider any emerging corporate opportunities from
a position of strength. Overall, the Board is confi dent that our
results for 2016 confi rm the signifi cant potential for generating
long-term shareholder value for wealth management companies
which have the right strategy and business model.

20 Brewin Dolphin Holdings PLC

S
T
R
A
T
E
G
C
R
E
P
O
R
T

G
O
V
E
R
N
A
N
C
E

F
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S

O
T
H
E
R

N
F
O
R
M
A
T
O
N

Shareholders
In order to ensure shareholders benefi t from the growth of
the Company the Board has approved a dividend policy which
seeks to pay out between 60% to 80% of earnings. The Board
is proposing a fi nal dividend of 9.15p per share, to be paid on
10 March 2017 to those shareholders who were on the register
on 17 February 2017. This represents 77% of earnings compared
to 70% last year and is an increase of 11% over 2015, in line with
our strategic objective of growing our dividend.

This year, the Company’s AGM will be held on 3 February
2017 at 11.30am in the Haberdashers’ Hall, 18 West Smithfi eld,
London EC9A 1HQ, a few minutes’ walk from our own head
offi ce. Light refreshments will be served after the meeting. I do
hope that you will be able to attend. If you are not able to do so,
please write to me with any questions or comments you may
have, and I will ensure that you receive a timely response. We
endeavour to maintain a regular dialogue with our shareholders,
large and small, and your views are always most welcome.

Simon Miller
Chairman

29 November 2016

brewin.co.uk 21

Chief Executive’s Review

An
ambitious
ambitious
strategy
strategy
for growth
growth

“We always need to give sound
“We always need to give sound
advice and manage people’s affairs
advice and manage people’s affairs
appropriately to achieve good outcomes
appropriately to achieve good outcomes
for them that match the needs-based
for them that match the needs-based
targets they have set us.”
targets they have set us.”

David Nicol
Chief Executive

22 Brewin Dolphin Holdings PLC

Overview
We have made encouraging progress in 2016. Financial
performance has been resilient against the increasingly volatile
and uncertain market backdrop. The strategic transition we have
undergone over the last few years, focusing on our core services
of discretionary investment management and financial advice,
coupled with improving operational efficiency is further evident
in 2016 in terms of the continued growth in the core business.
Good progress has been made against the growth objectives
we have set ourselves as part of this strategy, in particular in the
development and innovation of existing and new services to
meet different client needs.

Implementing our growth strategy
During our 2015 Capital Markets Day, we highlighted a number
of key initiatives in support of our long-term strategy as outlined
on pages 28 to 29, especially in relation to our strategic objective
to grow our revenue.

This saw us start to capitalise on the intensive preparatory work
of the previous three years to generate meaningful, long-term
organic growth, with a stated aim to grow our core discretionary
business by a third within five years.

Progress in 2016 was encouraging. We are already delivering
higher gross inflows of discretionary funds from new and existing
clients and have seen our managed portfolio service pass the
£1 billion milestone, with funds at year end of more than
£1.25 billion.

We achieved this despite the significant challenges we had to
face during the year, including the poor market conditions of the

first six months and the residual effects of the business
restructuring over the last three years. In addition, we have
just started to introduce some of the new services we have
in planning and development, meaning that positive impact
is yet to come.

Increasing focus on expansion
Overall, this was a year when we initiated expansion as we
continued to build a culture that is ambitious and focused on
achieving growth. We will expand by helping clients to grow
and protect their wealth in order to achieve their goals. As such,
we added to our UK wide branch network with the opening of a
new branch in Cambridge and focused much energy and effort
on hiring the best professional talent we could find.

We have segmented and developed client propositions to
ensure that our services are relevant to growing numbers of
clients. Progress this year includes the development of new
professional services propositions, the introduction of client
portals for both our core business and the Brewin Portfolio
Service, and the streamlining of the client take-on process. We
continue to invest in technology to support our strategy and have
implemented new HR and financial reporting systems, upgraded
our portfolio management and order management systems and
automated the unit trust settlement process.

Our investment ethos is based around long-term horizons
that enable us to consistently generate appropriate returns
for clients. We have provided our performance data to Asset
Risk Consultants (ARC) for the first time this year, enabling
external validation of our risk-weighted performance and
giving intermediaries the opportunity to assess our
performance against our competitors.

Our investment proposition
Why invest in Brewin Dolphin Holdings PLC?

Brewin Dolphin is recognised and trusted, well known for
providing investment expertise and trusted advice

Our brand, scale and investment in our people enable us
to stand out

During our long history as a respected provider of high quality
financial services to clients, we have earned a reputation for
integrity and trustworthiness that stands us in good stead today
and in the future.

We are one of the largest wealth management companies in
a fragmented sector. We attract and develop the best talent to
strengthen existing client relationships, win new ones and help
us build an even stronger organisation.

See page 14 for further information.

We go into greater detail on this subject on page 18.

The future direction of our market place is positive

We are implementing the growth phase of our strategy

As the role of the state diminishes, people need increasingly to
take responsibility for their own financial affairs, including savings
and investments, retirement planning and long-term care.
Demand for investment management and financial advisory
services is therefore growing, with good long-term prospects
for continued growth.

Having strengthened our operations and significantly improved
our operational efficiency in recent years, we are now poised to
deliver on our strategy for growth by increasing the number of
clients we serve and the proportion of their wealth that
we manage.

Page 28 has more detail on our growth strategy.

You’ll find more about this on page 18.

brewin.co.uk 23

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Hiring the best

We hired a number of new staff during 2016, of the high quality
required to deliver our advice-led and goals-focused proposition.
By recruiting new professionals across our branch network, we
improved ease of access to quality advice for clients across
the country.

Enhanced client acquisition

We recognise that growth will come through successfully
expanding the proportion of the wealth we manage for
increasing numbers of clients. It is therefore important that
we give our people the confidence and capacity they need
to seek new opportunities for providing advice.

For this reason, we invested significantly during the year in
improving the business development capabilities of our people,
including sales training and the launch of a LinkedIn-based
programme. We also piloted a lead-generation system during
the year, readied our new Client Management System to go live
in 2017 and strengthened the link between incentives and growth.

“When we fully explore the source of
referrals, we recognise that the client
‘networks’ resulting from the
recommendations of happy clients are
of significantly more value than had
been appreciated in the past; this
emphasises more strongly than ever
the importance of building close
long-term relationships that our
clients value.”

Chief Executive’s Review continued

I believe these early results are already confirming that the wealth
management sector offers companies with the right strategy and
business model significant potential for generating enhanced
long-term shareholder returns.

Under our approach, long-term client and intermediary
relationships based on respect and trust are underpinned by
the commitment of our people and the quality of the advice they
provide. These qualities give Brewin Dolphin its unique character
and strength, and they will continue to be at the heart of how we
operate in the future.

Delivering on our promise
We outlined our strategy for growth at our 2015 Capital Markets
Day and highlighted a number of initiatives in development,
several of which came to fruition in 2016. I would like to look at
some of these, starting with those relating to our most valuable
asset – our people.

Building on the strength of our culture and our people,
rewarding growth and building an engaged workforce

Staff engagement is the key to high performance, and in 2016
we ran our second “Your future, your say” employee survey to
measure and benchmark our overall engagement score.

I was very pleased with many aspects of the exercise. First,
83% of our workforce took the trouble to respond. Even more
important, the proportion of those who believed positive action
would follow the survey’s findings rose substantially from 2015,
up by 18 percentage points.

This was due to the way in which we had responded to feedback
and suggestions made in the previous survey, implementing
initiatives to address reported issues. Comments following the
second survey included “Overall communication across the
business has improved,” and “Career development has taken
a huge leap forward”.

Naturally, I am delighted by such responses, and am also pleased
with the improvement of our engagement score to 78%, which is
2% up on 2015 and 3% ahead of our industry benchmark. I am
very keen that we continue to take action to improve employee
engagement further, as I firmly believe that the stronger it is, the
better our overall performance will be.

Uncovering our values

The people who are most important to the success of our
business are our employees and our existing and prospective
clients. It was therefore only right that we should involve both
groups during the year in uncovering and expressing our values.

These were identified as “genuine”, “expert” and “ambitious” –
all qualities that have an important role to play in making us an
attractive target employer for industry professionals who share
our commitment to providing high quality advice and consistently
doing more for clients.

24 Brewin Dolphin Holdings PLC

Diversity matters

We have established a Diversity and Inclusion Committee as it is
important to us that we track, understand and respond to the
diversity issues we face.

One issue that is high on our agenda is gender equality, so it was
particularly pleasing that more than half (55%) of our senior client
facing hires in 2016 were female. The year also saw the launch of
our “Women @ Brewin” initiative, in which female employees get
the opportunity to meet and discuss career progression with
highly successful women from our Board, management and
from outside the Group.

On a personal note regarding our approach to diversity, I was
tremendously impressed by the Unconscious Bias seminar
I attended, one of a series presented across the organisation
to help us confront prejudices held as a result of our upbringing
and environment. I am certain this training will help us in areas
that range from recruiting and promoting the best talent to
understanding the goals and motivations of our clients.

See our Corporate Responsibility report (page 46) for
more detailed information on 2016 initiatives targeting our
people and culture.

Managing risk

I believe that our people collectively have a broader set of skills
than our competition. Their quality and expertise are a powerful
source of competitive advantage for us, not least because they
provide a reduced risk of giving advice that is not appropriate or
relevant to our clients’ needs.

Much of the work we have undertaken to improve processes and
reorganise the Group has also strengthened our ability to manage
risk as we pursue our growth strategy.

“The day the Brexit referendum
result was announced, our people
reached out to our clients – by phone,
email, however suited them best –
reassuring them that our focus
remained firmly on growing and
protecting their wealth.”

Understanding our target clients and their changing needs

We took a major step forward in sharpening our focus on client
and intermediary relationships during 2016, when we expanded
the Executive Committee to include representatives of client-
facing disciplines at the most senior level of the Group. Now the
voices of both clients and intermediaries are heard even more
where our most important strategic decisions are made, enabling
us to understand their requirements and points of view as we
develop and refine new ways of serving and interacting with them.

Streamlined onboarding and tighter targeting

We made strong progress during 2016 in developing and
refining our understanding of client segmentation and their
differing needs. This has increasingly enabled us to create more
effective and precisely targeted propositions and messaging,
including a range of new services such as offering a choice of
managed and non-managed funds.

We have responded to client feedback and streamlined and
simplified the client onboarding process, reducing the number
of documents involved as well as introducing a number of new
technology-enabled methods for clients to communicate and
transact with us. These include a range of client portals across
our services, and automatic account opening and a mobile app
for the Brewin Portfolio Service we launched in 2015. We have
more innovations on the way, all focused on further strengthening
relationships by listening to, understanding and responding to
client needs.

Delivering specialist services

We developed new specialist services during the year for
solicitors and their clients, partners in law and accountancy firms,
and corporate advisers. These have all been positively received,
and are the first services to be launched in a growing portfolio
targeting a range of special interest groups.

The way in which we created our services indicates the depth
to which we immerse ourselves in our clients’ worlds, so that we
can demonstrate detailed understanding of their needs, their aims
and their challenges. For example, when developing services for
lawyers, we recruited a highly respected professional from outside
the wealth management arena and spent time researching and
gaining an in-depth understanding of what family lawyers need
from a wealth management adviser. This input has enabled us
to see the world through the eyes of lawyers and demonstrate
genuine understanding of their needs which has contributed
greatly to both the quality of the services we provide and to
our credibility within the profession.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Chief Executive’s Review continued

Monitoring client feedback

Enhancing our regional presence

There are numerous ways a business can measure success
but one of the most important in a client focused business
such as ours is customer satisfaction. With this in mind, we
commissioned a client experience survey with the aim of
examining client perceptions in order to better identify where
our strengths and weaknesses lie, to establish a base from
which to judge future performance and to help guide the
business going forward.

The top line from the survey is that we have been outstanding in
every area, with clients rating their satisfaction with our advisers,
wider team, and services all at 8.4/10, well above the 2015
industry benchmarks. The net promoter score is a measure of
how many clients would recommend our services to friends which
can be a powerful source of new business generation. The score
is a balance of those who would recommend our business netted
against those who would not measured between -100% and
+100%. We scored a positive balance of 44.6% compared to
a 2015 financial services industry average of just 4.7%. We have
included client satisfaction and the net promoter score in our key
performance indicators on page 30.

Improving our brand awareness

Our single-minded focus on helping clients achieve their goals
was at the core of the range of content-led and event-based
client marketing campaigns we ran during the year.

Designed to attract new clients and grow existing relationships,
these centred around messages relating to each target segment.
They were, however, all based on the new goals-based brand
positioning we finalised and rolled out during the year, which is
best expressed in the hard-backed book we published exclusively
for Brewin Dolphin clients and prospects. “This isn’t about us,”
it says. “It’s about you.”

Increasing take up of our integrated wealth management
service proposition

As a result of our growing emphasis on advice and our focus on
meeting the widest possible range of client needs, the number of
clients receiving a service that combines investment management
and financial planning grew significantly during 2016.

This is enabling us to take a wider role in the lives of our clients,
as it allows us to give them a more comprehensive understanding
of their total financial position. For this reason, we are continuing
to seek and develop increasing numbers of financial advisers
and planning professionals.

We built further on our already strong regional presence
during the year with the opening of a new office in Cambridge
and we continue to seek opportunities where the potential for
expanding our business is greatest. We are also focused on
building a network of regional “hubs”, supported by smaller local
offices, to enable larger teams of specialist advisers to offer our
full range of advisory services to more people.

Charities

We continued to grow and develop our charity business,
maintaining a strong position in the marketplace with a position
of no. 6 in the UK charity investment industry.

Focusing on the intermediary channel

We were delighted to see strong growth in our intermediary
business during 2016, in terms of both a 15% increase in fund
inflows and more firms than ever before choosing to work with us.

These positive trends were due in no small part to the ongoing
impact of our 16-strong national network of highly respected
business development managers who are known throughout
the industry for the depth of their experience and knowledge.
Their value to us and our intermediary partners continues to grow,
and they have contributed strongly to Brewin Dolphin becoming
one of the UK’s most widely used discretionary fund managers.

During 2016, we introduced a more regionally focused
management structure for the network, which is helping us
to concentrate more efficiently on specific regional needs and
opportunities for sharing innovative ideas and best practice.

Empathy and understanding

I believe that our ability to pioneer new services, such as
those outlined above, for solicitors and corporate advisers
demonstrates our commitment to building empathy and
understanding with intermediaries. Being able to participate
fully in client conversations and contribute insight greatly
strengthens partnerships, an ethos that extends strongly
into our intermediary relationships.

I was therefore delighted but not surprised to read the results of
the first Defaqto discretionary fund management review, based on
a survey of adviser firms and published in 2016. This showed that
Brewin Dolphin not only has the strongest provider brand, it is
also top-ranked for client onboarding and rates very highly for
investment flexibility and service. Most pleasing of all, we were
voted top for the quality of both our administrative and our
investment staff.

26 Brewin Dolphin Holdings PLC

We will do this not only through introducing new services.
We will also ensure that we remain relevant to our clients’ and
intermediaries’ needs in every way, using technology to introduce
new communication channels and further support our advisers at
an administration level so they can spend more time advising and
developing opportunities.

We recognise that the world we live in is complex and prone to
geo-political uncertainties. Over more than 250 years, however,
we have applied the same calm and confident clarity to address
some of history’s greatest challenges. Every time we have
ensured that the interests of our clients, employees and
shareholders are upheld.

Today, we believe as ever that the continuing value of skilled
people providing quality advice is the cornerstone of long-term
client relationships. With major opportunities for us, I believe our
long-term growth prospects have never been stronger.

The near-term market outlook is clearly marked by the
heightened sense of political and economic uncertainty, both
in the UK and elsewhere. Nonetheless, I believe our business,
which is financially strong and willing to innovate and adopt
new approaches alongside our traditional values, is well placed
to withstand any near term downturns whilst remaining focused
on implementing our growth plans. In doing this we are confident
of capturing future long-term growth opportunities.

Finally, all members of the Board and Executive Committee join
me in thanking our people – at every level of the organisation –
for making such a superb contribution to a strong year for the
Group in a challenging environment. Their efforts, commitment
and expertise are what will continue to support Brewin Dolphin’s
success as we deliver together against our growth strategy.

David Nicol
Chief Executive

29 November 2016

Our financial performance in 2016
We achieved a good result in the face of considerable uncertainty
in the market with adjusted profit before tax from continuing
operations of £61.0 million (2015: £62.2 million) and costs
being held flat year on year, statutory profit before tax was
£50.1 million (2015: £61.0 million). The first half of the financial
year was particularly challenging with the FTSE 100 Index
dropping to a low in February of 5,537 and then rallying to
6,899 at the end of September.

We made progress against our revenue growth objectives
with gross new discretionary funds inflows of £2.4 billion
(2015: £2.1 billion) and continued strong inflows into our Model
Portfolio Service. Net discretionary funds inflows of £1.1 billion
were broadly similar to 2015 as they were impacted by outflows
linked to previous business restructuring. Read more in our
financial review on page 38.

Looking ahead
These were some of the key initiatives that helped us drive
organic growth during 2016. More were at planning, development
and early implementation stages during the year, and these will
continue to accelerate and consolidate our momentum on many
fronts in 2017 and beyond.

The future shape and direction of the business grows clearer. We
know what we are doing, where we are going, what we are good
at and how we will continue to provide increasing value as we
confidently pursue our growth strategy.

We are excited by the great potential that resides in the
closer integration of our investment management and financial
planning service propositions. And we are consistently ambitious
to innovate – continuing “business as usual” is not enough to
derive full value for all our stakeholders. We will continue in
particular to actively seek new ways of increasing shareholder
value throughout 2017 and in the years ahead.

“We scored over 90% on the client
outcomes measure of satisfaction with
our overall service and results. This is
an outstanding outcome and well
above the 2015 industry benchmark.”

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Our Strategy

From strengthening
to expanding

Objectives

What we said we would do

Revenue growth – grow the business
in both absolute and market share
terms, by increasing the number of
clients and the proportion of their
wealth that we manage

– Introduce multiple new initiatives to achieve or exceed 5%

annual net inflows target.

– Develop new marketing and promotional ideas to attract

new clients.

– Develop strategic national relationships with

selected intermediaries.

– Work on understanding the views of clients.

– Launch Professional Services proposition to support direct

private client growth.

Improved efficiency – maintain
an efficient operating model
enabling investment, developing
productivity and sustaining
competitive pricing

– Implement enhanced portfolio management systems.

Capital sufficiency – maintain
sufficient capital to maximise
opportunities and cover risks

– Evaluate opportunities for further investment in the business.

Dividend growth – grow our
dividend in line with earnings

– Maintain the current dividend policy with a target pay out ratio

of 60% to 80% of adjusted diluted EPS.

28 Brewin Dolphin Holdings PLC

Our vision is to become the UK’s leading provider
of personalised wealth and investment management
services, delivering rewarding careers and sustainable
shareholder returns.

2016 progress

Future focus

– Achieved £2.7 billion gross inflows into our core business,
including £0.9 billion gross inflows from intermediaries and
£0.5 billion of funds into our model portfolios. Net inflows of
4.4% were impacted by the effects of prior year restructuring.

– Developed the business development capabilities of our people

through focused training initiatives and acted to enhance
employee engagement levels.

– Invested in high quality hires.

– Launched the first professional services propositions.

– Ran content-led and event-based marketing campaigns

supporting our needs-based proposition.

– Updated visual brand identity.

– Conducted a client satisfaction survey.

– Further new services targeting range of discrete segments,

based on client and intermediary research.

– Continued investment in client-facing new hires.

– Actively develop our already strong intermediary relationships.

– Further training in business development capabilities for

our people.

– Continued investment in technology to ease accessibility

for clients.

– Upgraded portfolio management and order management

– Investing in technology and process improvement to increase

systems to reduce time spent on administration and maximise
time with clients.

– Roll out of new system for our financial planning business and
implementation of new HR and financial reporting systems.

– Increased instances of straight through processing in internal

systems and simplified reconciliations by restructuring custody
and settlement arrangements.

– Automation of unit trust settlement to increase efficiency.

efficiency and reduce costs.

– Capital sufficiency maintained to enable investment
opportunities and provide comfort during periods
of uncertainty.

– Continue to maintain capital at a level that enables investment

in emerging opportunities from a position of strength.

– Dividend pay out ratio of 77% of adjusted diluted EPS.

– Continue policy of target payment of 60% to 80% of adjusted

diluted EPS to ensure we grow our dividend in line
with earnings.

For more information see our Key Performance Indicators on
page 30 and our Principal Risks on page 33.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Key Performance Indicators

Measuring progress

We use key performance indicators (KPIs)
to measure the progress and the success
of our strategy implementation.

We set out the KPIs for each strategic and financial objective
below, with a measure of our performance to date and an
indication where applicable of potential challenges to success.

Changes to KPIs
We have removed the following KPIs following an assessment of
their ongoing suitability for measuring the success of our

strategy implementation:

– Discretionary income per CF30 – this measure is the same as

the discretionary funds per CF30 KPI.

– Revenue growth – this is closely aligned to discretionary funds

inflow which is a more appropriate metric.

– Dividend payout ratio – this policy has been fully embedded.

We have introduced new non-financial KPIs to help measure key
drivers of revenue growth and efficiency:

– Net promoter score.

– Overall client satisfaction.

– Employee engagement.

Revenue growth

Discretionary funds inflows (%)

Discretionary service yield (bps)

Target: 5

6.6

4.6

4.4

Definition
The value of annual net inflows as a percentage of
opening funds for our discretionary service.

Performance during the year
Net fund inflows were £1.1 billion and consistent with
the prior year; higher inflows were offset by elevated
outflows (see page 40 for more detail).

Potential challenges
Failure to successfully execute on the strategy for
attracting direct inflows.

Definition
The total discretionary fee and commission income
over the average discretionary funds for the period,
measured as a percentage.

Performance during the year
The yield has reduced in line with the change in mix of
new fund flows, with higher inflows from intermediaries
and model portfolios which have lower charges than
direct advised services.

Potential challenges
Market volatility reducing transactional volumes.

2014

2015

2016

2014

2015

2016

Net promoter score (%)

Overall client satisfaction

Benchmark: 4.7

44.6

n.a

2014

2015

2016

Definition
An indication of how likely clients are to recommend
us. Scored from -100% to +100%, measured by a
client survey conducted by an independent third party.

Performance during the year
The first year of measurement saw a score of 44.6%,
significantly above an industry benchmark measured in
2015 of 4.7%.

Potential challenges
Failure to maintain reputation may adversely impact
client loyalty.

Benchmark: 7.3

8.4

Definition
An indication of overall client satisfaction as a score out
of 10, measured by a client satisfaction survey
conducted by an independent third party.

Performance during the year
The first year of measurement saw a score of 8.4/10,
15% above the 2015 industry benchmark of 7.3.

Potential challenges
Failure to deliver a good client experience.

n.a

2014

2015

2016

30 Brewin Dolphin Holdings PLC

Improved efficiency

Adjusted PBT2 margin (%)

Average client portfolio (£000)

Target: 25

20.8

21.9

21.6

Definition
Reported Group total annual adjusted profit before tax
as a percentage of Group total income.

Target: 500

590

478

498

Performance during the year
The adjusted PBT margin is three basis points (bps)
lower than 2015, a fall that is mainly attributable to
lower trail income and interest income.

Potential challenges
Failure to deliver both revenue growth and cost targets
combined with changes in the investment market and
economic conditions.

Definition
The average value of funds per client for our managed/
advised services. This is calculated based on total
reported managed/advised funds at period end,
divided by the period-end number of client relationships.

Performance during the year
Change in client mix towards larger portfolio sizes; the
target set in 2012 has now been reached.

Potential challenges
Failure to grow funds in an efficient manner.

2014

2015

2016

2014

2015

2016

Discretionary funds per CF30 (£m)

Employee engagement (%)

Target: 75

Definition
The total value of client funds at period end in our
discretionary service, divided by the period end
number of client-facing professional investment
managers and financial planners (“CF30s”).

Performance during the year
The increase in the period reflects the net funds inflow,
investment performance and lower headcount.

Potential challenges
Failure to grow discretionary funds in an
efficient manner.

2014

2015

2016

% of managed funds in our discretionary service

Target: 90

Definition
The proportion of our period end value of client funds
in our discretionary service, as a percentage of total
managed and advised funds at the period end.

Performance during the year
The increase is the result of implementing our strategy
to focus on discretionary services.

Definition
A survey that measures overall employee engagement
on matters that affect them. Measured by a specialist
external company. The survey is benchmarked against
other financial services firms.

Performance during the year
The employee engagement survey undertaken in 2016
showed a 2% increase in employee satisfaction over
the 2015 result with increased employee engagement
and scores for 53 out of 59 questions rising.

n.a

2014

2015

2016

Potential challenges
Failure to engage our employees effectively could
impact productivity and could result in loss of key staff.

1 Adjusted for discontinued operations.
2 Excluding redundancy costs, FSCS levy, onerous contracts, amortisation of client relationships,

one-off migration costs and disposal of available-for-sale investment.

2014

2015

2016

A detailed explanation of the calculations used for
the KPIs is contained in the Appendix on page 162.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Key Performance Indicators continued

Capital sufficiency

Dividend growth

Capital adequacy ratio (%)

Adjusted1,3 EPS growth – diluted (%)

Min: 150

241

248

232

Definition
The ratio, as a percentage, of the Group’s period end
total regulatory capital resources to the period
end regulatory capital requirement.

Performance during the year
Our capital adequacy ratio remains well above
our minimum target of 150%.

Definition
The annual percentage change in reported adjusted
diluted earnings per share.

Performance during the year
The fall in EPS growth was driven by a 2% reduction in
adjusted PBT.

-2

Potential challenges
In the longer term, failure to effectively execute growth
strategy. In the short term, investment market
conditions are the biggest driver of our income and
therefore earnings.

2014

2015

2016

2014

2015

2016

Dividend growth (%)

9.9p

12.0p 13.0p

Definition
The percentage change in total annual dividend per
share (interim and final).

15
XX

Performance during the year
Dividend growth was driven by an increase in the
payout ratio from 70% to 77%, in line with dividend
policy to pay out between 60% and 80% of
diluted EPS.

Potential challenges
Failure to maintain capital strength and profitability.

2014

2015

2016

1 Adjusted for discontinued operations.
2 Excluding redundancy costs, FSCS levy, onerous contracts, amortisation of client relationships,

one-off migration costs and disposal of available-for-sale investment.

3 See note 15.

A detailed explanation of the calculations used for
the KPIs is contained in the Appendix on page 162.

32 Brewin Dolphin Holdings PLC

Principal Risks and Uncertainties

Managing
our risks

Effective risk management is key to
the success of our business. We identify,
monitor and manage principal risks
to our business within the context
of our Risk Management Framework.

Risk management
It is the responsibility of all our employees to manage
risks within their domain. Ultimately, accountability for risk
management resides with the Board which is responsible
for ensuring that there is an adequate and appropriate Risk
Management Framework and culture in place. The Board
maintains oversight while delegating the management of
these responsibilities to individuals and committees.

The overall level of risk we face continues to increase as a result
of external market conditions; increasing regulatory standards, with
higher financial penalties for failure to comply with these standards;
an increasingly uncertain political environment and associated
market volatility; and increasing cyber criminality targeting
businesses. Our approach is to develop and maintain a strong
control framework to identify, monitor and manage the principal risks
we face, adequately quantify them and ensure we retain sufficient
capital in the business to support our strategy for further growth.

We use a number of high-level risk groups that allow us to identify
potential risks. These are:

– Business and strategic

– Regulatory compliance

– Financial

– Operational

– Conduct

– Criminality

– Investment

Each of these high-level risk groups contains a series of specific
risks. As well as ensuring we can identify principal risks and report
on them clearly and accurately, this approach allows us to assess
robustly the financial resources we need and so helps to protect
our clients’ interests.

An effective Risk Management Framework is a fundamental
requirement for good governance and requires every employee
within the organisation to adhere to and advocate the risk
culture that we set. We follow industry good practice for risk
management through the “three lines of defence” model. The first
line is the business that owns and manages the risk, the second
line is the control functions and the third line is independent
assurance provided by internal audit.

The Board regularly assesses the effectiveness of the Group’s
internal controls. It does so by reviewing and challenging reports
from the Audit Committee and Board Risk Committee, and by
appraising issues escalated from the business through the
Group’s Executive Committee. In addition, our Risk and
Compliance department and Internal Audit function carry
out reviews and report independently to the Audit Committee
and the Board Risk Committee.

Risk management objectives
The primary objectives of risk management at Brewin Dolphin are
to ensure there is:

– A strong risk culture that enables employees to identify, monitor,
manage and report against the key risks the business faces or
may confront as it implements the Group’s strategy.

– An appropriate balance between risk and the cost of control.

– A defined risk appetite within which risks are managed.

– A swift and effective response to incidents in order to

minimise impact.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Principal Risks and Uncertainties continued

The following diagram depicts our overall Risk Management Framework:

Business Strategy

Risk Appetite

Policy Framework

Risk Identification
& Assessment

Risk Management
& Mitigation

Risk Monitoring
& Reporting

Risk Assurance

R
i
s
k
C
u
l
t
u
r
e

e
c
n
a
n
r
e
v
o
G

Internal Capital Adequacy Assessment Process (ICAAP)

Risk culture
The Board drives our risk culture, most particularly in terms of the
conduct of our people. We aim to foster a risk-aware culture
throughout the business by promoting and encouraging:

– A distinct and consistent tone from the top, with clear values.

– Clear accountabilities for those managing risk.

– The three lines of defence model.

– Prompt sharing and reporting of risk information.

– A commitment to ethical principles.

– Appropriate levels of conduct and considered risk-

taking behaviour.

– Recognition of the importance of knowledge, skill and

experience in risk management.

– Members of staff at all levels encouraged to make suggestions

for improving processes and controls.

– An acceptance of the importance of the continuous

management of risk, including clear accountability for and
ownership of specific risks.

2016 developments
The external risk environment has been marked by considerable
uncertainty over the past year, particularly since the outcome of
the EU referendum vote in June. Throughout 2016, we continued
to consider and assess the referendum’s impact. Although we are
largely a UK domiciled business, it may have an impact on some
of our principal risks. The longer-term impacts are still uncertain
and we will keep developments under review to ensure we are
prepared to address them.

We continued to strengthen and embed our risk framework within
the first line of defence during 2016. Work on this will continue
into 2017. The focus in 2016 was on financial risk, conduct risk,
information security and operational risk. We have improved the
quality of our internal risk reporting by incorporating detailed key
risk indicators to our risk appetite statements for each of our
principal risks. We have also introduced a monthly dashboard to
more clearly illustrate the actual position against risk appetite.

34 Brewin Dolphin Holdings PLC

Principal risks and uncertainties
The table below details the principal risks and uncertainties we have identified. We have put in place a process to regularly report key risk
indicators and identify movements within these principal risks. We also consider emerging risks as part of this process.

Risk description

Principal risks

Key mitigants

BUSINESS AND STRATEGIC

This is the risk that we do not set
the right strategic and business
objectives or that we fail to deliver
against the agreed objectives.

This could include an inability
to introduce or enter into new
business lines effectively, to
expand organically or through
merger/acquisition, or to enhance
the effectiveness of our
operational infrastructure.

Direction of change:

FINANCIAL

These are the risks facing our
business in terms of management
and control of finances and the
effects of external factors such as
availability of credit, foreign
exchange rates, interest-rate
movements and other market
exposures that could affect our
cash flow, capital and liquidity.

Failure to develop a strategy
which can deliver results in
changing external market
conditions or failure to execute
against the agreed Group
strategy within the agreed
risk appetite.

We have:

– A strategic plan approved by the Board.

– A robust governance structure that includes challenge

from our independent Non-Executive Directors.

– A risk appetite that is aligned with our key strategic
aims and principal risks, and monitored on a regular
basis by our formal governance committees.

– A control environment that is regularly reviewed by our

independent Internal Audit function.

These risks have increased over the past year as we may have to take on additional risk in
order to grow the business, particularly if we pursue opportunities for inorganic growth. We
remain confident that we have the proper framework in place to manage this effectively. Brexit
concerns have also caused uncertainty in the market which may impact us in the future.

Default by our banking and
trading counterparties (credit
risk) which could put at risk either
our own or our clients’ cash
deposits or assets.

We have in place:

– A robust financial risk framework which allows us to set

limits for our counterparties.

– Diversity across our trading and banking

counterparties.

– In-depth due diligence on our banking counterparties,
focusing particularly on those holding client money.
We additionally monitor their creditworthiness within
assessed limits on a daily basis.

– Similar due diligence on our trading counterparties. We

review our trading activities regularly to monitor
exposure to our trading counterparties.

– A Financial Risk Committee, tasked with overseeing
this risk, and regular reporting of our position against
appetite.

Direction of change:

These risks are slightly increased due to the uncertainty caused by Brexit. This has the
potential to make our counterparties slightly more volatile in their profitability, and therefore
could negatively impact their credit ratings.

brewin.co.uk 35

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Principal Risks and Uncertainties continued

Risk description

OPERATIONAL

This is the risk of loss resulting
from inadequate or failed internal
processes, people and systems,
or from external events.

Principal risks

Key mitigants

This is a diverse risk as it
comprises many different
operational areas. We have
identified the following as the two
main risks:

– Technology strategy and

change – secure and robust
technology systems are not
maintained, particularly when
seeking to implement change
resulting from our growth
strategy or new regulatory
requirements.

– People – talented individuals
are not attracted or retained,
impacting service to clients and
potentially the level of funds
outflows.

We have:

Technology strategy and change

– A Strategic Projects Committee to oversee business

change, which allows projects to be prioritised
effectively.

– Rigorous overview of project delivery.

– A technology roadmap taking us into 2018.

– Continual investment in our technology.

People

– Competitive remuneration and retention plans.

– Regular succession planning and ongoing reviews of

our development plans through which we seek to build
strength across our employee base.

– Appropriate training programmes.

– Employee engagement surveys to review our

progress and acting positively in areas where we
are able to improve.

CONDUCT

This is the risk that our clients do
not receive fair outcomes at all
stages of our service delivery as a
result of the behaviour of
our employees.

Employees’ actions may result in
poor outcomes for clients.

We have:

– Ensured that we set the right tone from the top and
have culture awareness initiatives within the Group.

– A conduct risk framework which ensures that this risk

receives the focus that it requires.

– A risk based client on-boarding process which ensures
that we understand our clients’ needs and attitudes
to risk.

– Regular reporting of key metrics to provide visibility

of outcomes.

– A performance management process to identify and
address any instances where the best outcomes for
clients are not achieved.

36 Brewin Dolphin Holdings PLC

Risk description

Principal risks

Key mitigants

REGULATORY COMPLIANCE

This is the risk of regulatory
change negatively impacting the
Group or regulatory sanction as
a result of failure to comply.

That we are not compliant with all
existing regulation or are unable
to understand and implement the
wide variety of new regulation and
legislation that is continually
coming into force.

CRIMINALITY

This is the risk of criminal activities
(including fraud, money
laundering and cyber crime) being
perpetrated through whatever
means, whether externally or
internally, by paper, phone or
technology.

Cyber risk has been identified in
particular as we increase our
online presence.

INVESTMENT

This is the risk that we fail to
manage our clients’ assets in line
with the agreed mandate.

That clients suffer poor outcomes
as a result of assets not being
managed within their agreed
mandate.

We have:

– An established Compliance function that oversees

fulfilment of our regulatory requirements and
interactions with our key regulators.

– A Compliance function which works closely with our
Strategic Project Committee to ensure that change
processes include all necessary regulatory
requirements.

– Legal and Compliance functions which review new

regulation and legislation as it is drafted to ensure we
are able to comply when it is implemented. We are also
active in various industry and trade associations to help
influence regulation and legislation, with the aim of
ensuring that it is reasonable and commensurate.

We have:

– A risk framework which includes information security,

data protection and fraud.

– Cyber Essentials certification.

– Strong technology and process controls which reduce

our exposure to criminal activity.

– Regular testing of our business continuity, disaster

recovery and crisis management plans.

We have:

– An Investment Governance Committee which provides
product and service governance, including alignment
with strategy, appetite for risk and client interests
and outcomes.

– A dedicated Research department which sets the

Group’s asset allocation framework.

– A restricted assets policy to identify those assets not

considered to be suitable for clients’ portfolios.

– A risk portfolio tool to monitor whether portfolios are

constructed in accordance with a client’s risk mandate.

– Access to ARC metrics to benchmark the performance

of our Model Portfolio Service against our peers.

Direction of change:

Our risk exposure to operational, conduct, criminality and investment risk has decreased
as we have strengthened our monitoring and oversight activities. We are facing increased
regulatory compliance risk as the number of regulatory changes is increasing and often
have concurrent timelines.

brewin.co.uk 37

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Financial Review

A resilient
performance

“Good growth in our core services,
despite the tough markets.”

Andrew Westenberger
Finance Director

38 Brewin Dolphin Holdings PLC

Results for the year
The Group’s underlying fi nancial performance for the period
ended 30 September 2016 was resilient. Adjusted profi t before
tax (adjusted PBT), from continuing operations, fell by 1.9% to
£61.0 million (2015: £62.2 million) with diluted adjusted earnings
per share (adjusted EPS) of 16.8p per share (2015: 17.1p).

The modest fall in adjusted PBT was a result of the total income
declining by 0.5% to £282.4 million (2015: £283.7 million) whilst
total operating costs remained broadly unchanged at
£221.7 million (2015: £222.0 million).

The adjusted PBT margin declined slightly to 21.6% (2015:
21.9%). Statutory profi t before tax (PBT) was £50.1 million (2015:
£61.0 million), the decline being principally due to the prior year
benefi ting from a material gain from the sale of the Group’s
holding in Euroclear plc and higher exceptional charges in
2016 from business restructuring.

We have received sales proceeds of £14.0 million from the sale
of Stocktrade, which completed in April. We report the impact
of this receipt, the costs of separation and sale-related costs
as discontinued operations.

S
T
R
A
T
E
G
C
R
E
P
O
R
T

G
O
V
E
R
N
A
N
C
E

F
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S

O
T
H
E
R

N
F
O
R
M
A
T
O
N

Continuing operations

Core1 income
Other income
Total income

Fixed staff costs
Other operating costs
Total fi xed operating costs
Adjusted2 profi t before variable staff costs
Variable staff costs
Adjusted2 operating profi t
Net fi nance income and other gains and losses
Adjusted2 profi t before tax
Exceptional items3
Amortisation of client relationships
Profi t before tax
Taxation
Profi t after tax
Earnings per share

Basic earnings per share
Diluted earnings per share
Adjusted4 earnings per share
Basic earnings per share
Diluted earnings per share

For more information see our KPIs on page 30.

2016
£m
263.3
19.1
282.4

(103.5)
(69.5)
(173.0)
109.4
(48.7)
60.7
0.3
61.0
(4.6)
(6.3)
50.1
(11.1)
39.0

14.4p
13.9p

17.7p
16.8p

2015
£m
251.3
32.4
283.7

(104.0)
(69.0)
(173.0)
110.7
(49.0)
61.7
0.5
62.2
8.0
(9.2)
61.0
(12.7)
48.3

17.7p
17.1p

18.0p
17.1p

Change
4.8%
-41.0%
-0.5%

-0.5%
0.7%
0.0%
-1.2%
-0.6%
-1.6%

-1.9%

-17.9%

-1.7%
-1.8%

See page 42 for explanation and reconciliation of adjusted profit before tax to statutory profit before tax.

1 Core income is defi ned as income derived from discretionary investment management, fi nancial planning and execution only.
2 These fi gures have been adjusted to exclude redundancy costs, FSCS levy rebate, onerous contracts, one-off migration costs, amortisation of client relationships and

disposal of available-for-sale investment.

3 Exceptional items include redundancy costs, FSCS levy rebate, onerous contracts, one-off migration costs and disposal of available-for-sale investment.
4 See note 15.

brewin.co.uk 39

Financial Review continued

Funds

£bn

Discretionary

Direct
Intermediaries
MPS
BPS

Total discretionary
Execution only
Core funds
Advisory
Total funds

30 September
2015

Inflows

Outflows

Internal
transfers

Net flows

Growth rate

Investment
performance

30 September
2016

Change

18.8
5.3
0.6
0.1
24.8
3.7
28.5
3.5
32.0

1.0
0.9
0.5
–
2.4
0.3
2.7
–
2.7

(1.2)
(0.3)
–
–
(1.5)
(0.7)
(2.2)
(0.4)
(2.6)

0.2
–
–
–
0.2
0.3
0.5
(0.5)
–

–
0.6
0.5
–
1.1
(0.1)
1.0
(0.9)
0.1

0.0%
11.3%
83.3%
–
4.4%
-2.7%
3.5%
-25.7%
0.3%

2.3
0.6
0.1
–
3.0
(0.1)
2.9
0.4
3.3

21.1
6.5
1.2
0.1
28.9
3.5
32.4
3.0
35.4

12.2%
22.6%
100.0%
0.0%
16.5%
-5.4%
13.7%
-14.3%
10.6%

Indices
FTSE WMA Private Investor Series Balanced Portfolio
FTSE 100

30 September
2015
3,421
6,062

30 September
2016
3,915
6,899

Change
14.4%
13.8%

Total funds grew by 10.6% to £35.4 billion (2015: £32.0 billion).

We continued our focus on growing our discretionary service,
and we had a record total discretionary funds of £28.9 billion at
the end of the period, a 16.5% increase over the previous year
(2015: £24.8 billion). The total growth of £4.1 billion resulted from
strong positive investment returns of £3.0 billion (2015: £0.3 billion
loss) and net inflows of £1.1 billion (2015: £1.1 billion).

As we anticipated, outflows from our discretionary service
remained at an elevated level of £1.5 billion (2015: £1.3 billion).
This was due to the residual effects of the last of the office
restructurings completed at the end of 2015. The elevated rate
of outflows has now reached a peak and we expect it to begin
to decline over the coming 12 months towards more normal
levels. The continued conversion of advisory accounts added
£0.2 billion (2015: £0.3 billion) to our discretionary funds.

Net discretionary inflows equated to an annual growth rate of
4.4%, just below our target of 5% and the prior year’s growth
of 4.6% but was a good achievement in the difficult market
conditions experienced in the first half of the period and
immediately around the UK vote to leave the European Union.

Record gross organic external discretionary inflows of £2.4 billion
(2015: £2.1 billion) were achieved. This includes strong gross
inflows of £1.4 billion (2015: £1.1 billion) from our intermediaries
business including both bespoke and model solutions (MPS and
BPS), an increase of 27%.

We also maintained our direct discretionary inflows of £1.0 billion
(2015: £1.0 billion) as we continued to attract new clients to our
core service. 30% (£0.3 billion) of these direct inflows during the
period were into our integrated wealth service which combines
financial planning advice with investment management. 13%
(2015: 10%) of our direct private client discretionary funds are
now receiving financial planning advice. As part of the growth
initiative for our direct business, we aim to grow this to 30%
over the course of the next five years.

Between September 2015 and September 2016, the FTSE WMA
Private Investor Series Balanced Portfolio Index increased by
14.4%, with a particularly strong rise (10%) in the second half
of the year.

Execution only funds were £3.5 billion (2015: £3.7 billion),
benefiting from positive transfers of £0.3 billion. We no longer
offer execution only services on a standalone basis.

Total advisory funds fell by £0.5 billion during the year (2015:
£1.9 billion), a 14.3% reduction (2015: 35%) resulting from net
outflows of £0.9 billion (2015: £1.7 billion) that were offset by
positive investment returns of £0.4 billion. We anticipated this
decline given the withdrawal of this service to new clients and
our focus on our discretionary service. We successfully retained
£0.5 billion into core funds.

40 Brewin Dolphin Holdings PLC

Fees and commissions

Core fee income now represents 68% of core income. This has
increased steadily from 62% in 2013 and 48% in 2010.

Fees from our core services increased by 4.8% to £179.7 million
(2015: £171.5 million), with commissions from these services
increasing by 3.1% to £66.1 million (2015: £64.1 million). The
split of fees and commissions is shown in the table below:

Core fees
Core commissions

Advisory fees
Advisory commissions

Total fees
Total commissions
Financial planning
Trail income
Interest
Total income

2016
£m
179.7
66.1

10.8
4.9

190.5
71.0
17.5
1.5
1.9
282.4

2015
£m
171.5
64.1

Change
4.8%
3.1%

17.0
7.4

-36.5%
-33.8%

188.5
71.5
15.7
4.5
3.5
283.7

1.1%
-0.7%
11.5%
n/a
n/a
-0.5%

Income
Total income fell by 0.5% to £282.4 million (2015: £283.7 million),
and is analysed as follows:

Discretionary investment
management
Financial planning
Execution only
Core income

Advisory investment
management
Trail income
Interest
Other income

2016
£m

2015
£m

235.4
17.5
10.4
263.3

15.7
1.5
1.9
19.1

225.5
15.7
10.1
251.3

24.4
4.5
3.5
32.4

Change

4.4%
11.5%
3.0%
4.8%

-35.7%
-66.7%
-45.7%
-41.0%

Total income

282.4

283.7

-0.5%

Core income increased by 4.8% to £263.3 million (2015:
£251.3 million), mainly driven by the higher average discretionary
funds level during the year. Core income now represents 93%
(2015: 89%) of our total income.

Financial planning income continued to grow, increasing by
11.5% to £17.5 million (2015: £15.7 million).

Execution only income increased slightly by 3.0% to £10.4 million
(2015: £10.1 million) as higher transactional commissions offset
lower average funds levels.

In line with expectations, other income continued to decline
reflecting the ongoing outflows and transfers from advisory funds,
the loss of trail income which has now ceased completely and the
continued low interest rate environment.

Advisory investment management income fell by 35.7% to
£15.7 million (2015: £24.4 million), in line with a reduction
of funds.

Fees and commissions

Core income

8.4%

29.0%

8.4%

7.4%

25.2%

25.1%

62.6%

66.4%

67.5%

15.0%

11.4%

6.8%

85.0%

88.6%

93.2%

2014

2015

2016

2014

2015

2016

Fees
Commissions
Other

Core
Non-core

brewin.co.uk 41

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Financial Review continued

Income yield

Investment market conditions during the year were mixed, with
periods of elevated volatility and uncertainty in the first half of the
year followed by a market rally in the fourth quarter. This resulted
in lower transactional volumes across all service categories during
the first half of the year, although these recovered in the second
half in line with the strong rally in equity markets. Overall volumes
remained at subdued levels, albeit marginally up on 2015.

Discretionary
Advisory
Execution only
Overall

2016
bps
88
49
29
78

2015
bps
89
57
28
78

Overall income yield for our investment management services
remained in line with 2015 at 78 basis points (bps).

The yield on our core discretionary service declined marginally
to 88bps (2015: 89bps). This was a result of an increasing
proportion of intermediary related investment management
business, which has a lower fee level than our direct
client business.

The yield on our advisory service fell by 8bps to 49bps
(2015: 57bps). This was due to a reduction in transactional
income and an increase in average client size resulting
from the loss of smaller accounts.

Explanation of adjusted profit before tax and
reconciliation to financial statements
We use adjusted PBT and adjusted diluted EPS to measure
and report on the underlying financial performance of the Group.
Together with the adjusted PBT margin (being adjusted PBT
as a percentage of total income), these are useful measures
for investors and analysts. Additionally, we use them as key
performance indicators (KPIs) for various incentive schemes,
including the annual bonuses of Executive Directors and
long term incentive plans.

These adjusted profit measures are calculated based on statutory
PBT, as reported in the financial statements, adjusted to exclude
various items of income or expense. Such adjusted items
are typically infrequent or unusual in nature. They can include
non-recurring items such as a material one-off gain, including the
sale of an available-for-sale asset (like the sale of the Group’s
holding in Euroclear plc during 2015). They can also be one-off
expenses, such as the migration charge suffered this year.
Other adjusted-for-items of income or expense may, like the
redundancy costs and onerous contract charges detailed below,
recur from one period to the next. Although these may recur
over one or more periods, they are the result of material
restructuring decisions and do not represent long-term
expenses of the business.

Additionally, the amortisation expense of acquired client
relationships is an expense which investors and analysts
typically add back when considering PBT or earnings per
share (EPS) ratios.

Reconciliation of adjusted profit before tax to statutory profit before tax

Adjusted profit before tax
Redundancy costs
FSCS levy rebate
One-off migration costs
Profit on disposal of available-for-sale investment
Onerous contracts
Total exceptional items
Amortisation of client relationships
Statutory profit before tax of continuing operations
Statutory profit before tax of discontinuing operations
Statutory profit before tax

2016
£m
61.0
(2.7)
–
(1.6)
–
(0.3)
(4.6)
(6.3)
50.1
14.0
64.1

2015
£m
62.2
(2.4)
1.1
–
9.7
(0.4)
8.0
(9.2)
61.0
(10.4)
50.6

Change
-1.9%

-17.9%

26.7%

42 Brewin Dolphin Holdings PLC

Costs
Total fixed operating costs remained flat at £173.0 million
(2015: £173.0 million) as the effect of salary inflation was offset
by lower average headcount during the year.

Fixed staff costs

Fixed staff costs fell by £0.5 million to £103.5 million (2015:
£104.0 million), driven by lower average staff numbers during
the year due to increased efficiencies within the business.
The total full time headcount fell by 6% to 1,583 as at 30
September 2016 (2015: 1,693). There was also a reduction in
the costs of temporary staff associated with the now completed
implementation and quality assurance phase of the new
enhanced client advice process.

Other operating costs

Other operating costs increased by £0.5 million to £69.5 million
(2015: £69.0 million) primarily as a result of higher market data
costs offset by lower depreciation charges and professional fees.

Variable staff costs

Variable staff costs fell by 0.6% to £48.7 million (2015:
£49.0 million), in line with lower income. This expense relates to
a combination of cash awards and deferred equity linked awards,
the cost of which is spread over the vesting period.

Exceptional items

Net exceptional costs of £4.6 million in 2016 (2015: net gain
of £8.0 million) comprised a number of elements: redundancy
costs of £2.7 million (2015: £2.4 million); one-off migration
costs of £1.6 million (2015: £nil) relating to the migration to
a new third party settlement and custody provider by our
Irish subsidiary; and onerous contract costs of £0.3 million
(2015: £0.4 million).

In 2015, a £9.7 million gain was recorded from the sale of the
Group’s stake in Euroclear plc and £1.1 million was received as
a result of a levy rebate from the Financial Services Compensation
Scheme (FSCS).

Amortisation of client relationships

Amortisation of client relationships decreased to £6.3 million
(2015: £9.2 million). This was a result of previously acquired
client relationships reaching the end of their amortisation periods.

Taxation

The Group’s overall tax rate is a blend of rates which apply
in the jurisdictions in which it operates (United Kingdom and
Republic of Ireland).

The adjusted effective tax rate was 21.5% (2015: 20.8%) and the
statutory effective rate was 22.2% (2015: 20.9%). The effective
tax rate is higher than the UK corporation tax due to the impact
of non-allowable expenses such as client entertainment and
leasehold improvements, as well as movements in deferred
tax rates and overseas subsidiaries taxed at different rates.

See note 12 to the financial statements for a full reconciliation
of the income tax expense.

Pension fund

The deficit on the final salary pension scheme increased from
£2.9 million to £7.0 million; under IAS 19, large annual fluctuations
can occur. The increase in the deficit has been largely driven by
a reduction in the discount rate representing the significant fall in
corporate bond yields increasing liabilities, offset by an increase
in assets which were hedged against falls in gilt yields and cash
contributions to the scheme.

The Group continues to make annual contributions of £3 million
as part of the recovery plan agreed with the trustees of the
Group’s Defined Benefit Pension Scheme (see note 21 to the
financial statements).

Capital resources and regulatory capital
The Group’s financial position remains strong, with net assets
of £242.8 million at 30 September 2016 (2015: £219.2 million).
Tangible net assets (net assets excluding intangibles and
shares to be issued) are £161.8 million (2015: £141.5 million),
representing growth of 14% in 2016.

At 30 September 2016, the Group had regulatory capital
resources of £164.0 million (2015: £145.3 million). See note
32 to the financial statements.

The Group’s primary regulator is the Financial Conduct
Authority (FCA). FCA rules determine the calculation of the
Group’s regulatory capital resources and regulatory capital
requirements. As required under FCA rules, we perform an
Internal Capital Adequacy Assessment Process (ICAAP), which
includes performing a range of stress tests to determine the
appropriate level of regulatory capital that the Group needs
to hold.

The Group’s Pillar III disclosures are published annually on our
website and provide further details about regulatory capital
resources and requirements.

brewin.co.uk 43

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Cash outflow for own share “matching” purchases in the period
comprised £6.7 million (2015: £19.8 million) for the Deferred Profit
Share Plan (DPSP) and Equity Award Plan, to match the awards
made in 2015; all past awards are fully matched. £0.2 million
(2015: £0.2 million) of shares were purchased for the Share
Incentive Plan (see note 33 to the financial statements).

Shares issued for cash of £0.4 million (2015: £1.9 million) is a
result of the issue of shares in relation to Approved Share Options
and Nil Paid Shares (see note 33 to the financial statements) and
is £1.5 million lower than in 2015.

Dividends paid in the period increased by 21.5% to £32.8 million
(2015: £27.0 million).

2016
£m
61.0
(0.3)
60.7
8.4
6.5
75.6
(3.0)
(6.4)
(0.6)
(8.5)
(3.1)
5.8
(6.9)
0.4
53.3
(32.8)
20.5
149.8
0.5
170.8

2015
£m
62.2
(0.5)
61.7
8.9
8.0
78.6
(3.0)
(7.6)
(4.2)
(10.6)
5.2
1.7
(20.0)
1.9
42.0
(27.0)
15.0
135.1
(0.3)
149.8

Financial Review continued

Cash flow and capital expenditure
The Group again generated a good positive cash flow of
£20.5 million in the period (2015: £15.0 million). This has resulted
in the Group’s cash balances increasing to £170.8 million (2015:
£149.8 million).

Adjusted EBITDA was £75.6 million (2015: £78.6 million); the
fall of 4% was largely a result of lower adjusted PBT. £3.0 million
was contributed to the defined benefit pension scheme (2015:
£3.0 million). Capital expenditure, principally relating to software,
fell slightly in the year to £6.4 million (2015: £7.6 million).

A net cash inflow from discontinued operations of £5.8 million
(2015: £1.7 million) arose from the gain on the sale of Stocktrade.
The sale proceeds of £14.0 million were received at the end of
April 2016 once the migration of the business was complete. This
was offset by settlement in the year of a number of contractual
costs relating to the separation of the business previously
provided for.

Adjusted profit before tax
Finance income and costs
Adjusted operating profit (EBIT)
Share-based payments
Depreciation and amortisation
Adjusted EBITDA
Pension funding
Capital expenditure
Working capital
Interest and taxation
Exceptional items
Discontinued operations
Shares purchased and disposed of
Shares issued for cash
Cash flow pre-dividends
Dividends paid
Cash flow
Opening firm’s cash
Exchange and other non-cash movements
Closing firm’s cash

44 Brewin Dolphin Holdings PLC

The stress tests enable the:

– Group to model a variety of external and internal events that

impact the MTP, identifying the potential impact of stress events
on the Group’s income, costs, cash flow and capital; and

– Board to assess the effectiveness of any management actions
that may be taken to mitigate the impact of the stress events.

The reverse stress tests allow the Board to assess scenarios
and circumstances that would render its business model unviable.
This enables the identification of potential business vulnerabilities
and the development of potentially mitigating actions.

Following the assessment of the above, the Board concluded that
the Viability Statement should cover a period of four years. While
the Directors have no reason to believe that the Group will not be
viable over a longer period, this period has been chosen to be
consistent with the remaining life of the current MTP used as
part of the Group’s corporate planning process.

Taking into account the Group’s current position and principal
risks and the Board’s assessment of the Group’s prospects, the
Directors have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities as they fall
due over a period of at least four years.

Andrew Westenberger
Finance Director

29 November 2016

Going concern
The Group’s business activities, performance and position,
together with the factors likely to affect its future development,
are set out in the Chairman’s Statement, Strategic Report and
Board Risk Committee Report.

Note 32 to the financial statements describes: the Group’s
objectives, policies and processes for managing its capital;
its financial risk management objectives; details of its financial
instruments; and its exposure to credit risk and liquidity risk.

The Directors believe that the Group is well placed to manage
its business risks successfully. The Group’s forecasts and
projections, taking account of possible adverse changes in
trading performance, show that the Group has adequate
resources to continue in operational existence for the foreseeable
future. Accordingly, the Directors continue to adopt the going
concern basis for the preparation of the financial statements.
In forming their view, the Directors have considered the Group’s
prospects for a period exceeding 12 months from the date when
the financial statements are approved.

Viability statement
The Directors have assessed the outlook of the Company
over a longer period than the 12 months required by the going
concern statement in accordance with the 2014 UK Corporate
Governance Code.

The assessment is based on the Medium Term Plan (MTP),
the Internal Capital Adequacy Assessment Process (ICAAP)
and the evaluation of the Group’s principal risks and uncertainties,
including those that would threaten its business model, future
performance or solvency.

The Group prepares an MTP as part of its corporate planning
process, which is a financial articulation of the Group’s strategy.
The Group is continually improving the quality of its financial
forecasting model, which is predicated on a detailed year one
budget and higher-level forecasts for future years.

As a matter of good practice and as part of the ICAAP required
by the Financial Conduct Authority (FCA), the Group performs
a range of three stress tests including reverse stress tests.
These assess the Group’s ability to withstand a market-wide
stress, a Group-specific (idiosyncratic) stress and a combined
stress taking into account both market-wide and Group-specific
events. The stress tests are derived through discussions with
senior management, after considering the principal risks and
uncertainties faced by the Group.

brewin.co.uk 45

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Corporate Responsibility

Rising engagement,
driving performance

Our people - helping them be as great as they can
At Brewin Dolphin, we believe that a company can only deliver
sustainable long-term value to its shareholders if it has a skilled,
experienced and engaged workforce. We also believe strongly in
a virtuous circle where performance drives engagement and
engagement drives performance. As a result, the third of these
attributes is the most important to us – engagement is the
foundation on which we build everything else.

That’s why we focused so closely in 2016 on initiatives aimed
directly or indirectly at strengthening the engagement of all our
teams, no matter whether they are client facing or in support
roles, based at our head office or in our branch network.

These initiatives were largely a continuation of work we started in
2015, although several are still very much in their growth phase.
Closely interconnected by their positive impact on engagement
levels, they fall broadly into the categories on which we
expand below.

A rising engagement score
In many ways, 2016 offered a testing market and operational
environment that contributed to the pressure felt by many of our
people during the year. We are embedding some significant
changes to the way we work, and this added more gravity to the
challenges experienced by employees at every level.

Given the nature of the internal and external working environment,
we were pleased by the findings of “Your Future, Your Say”, our
second annual staff survey carried out independently by People
Insight. This showed the headline engagement score of our
workforce move upwards by two percentage points from 76%
in 2015 to 78%, three percentage points ahead of the financial
services industry benchmark of 75%.

78%

Employee engagement score

Although there is still clear room for improvement, we are
generally pleased with this outcome, not least because we were
starting from an already high score. We also found some very
substantial reasons for satisfaction when we looked more deeply
into results beyond the headline score itself, which is based on
just five of the 45 questions asked in the survey.

In total 90% of questions were scored higher than in 2015, and
some of these showed very significant improvements. For
example, the positive response to the statement “I have sufficient
opportunity to get involved in Brewin Dolphin’s Corporate
Responsibility activities” doubled, rising from 34% to 68%.
“Brewin Dolphin demonstrates good support for worthy causes”
received a 21 percentage point increase in endorsement (from
57% to 78%), and support for “I believe the organisation is
committed to equal opportunity and valuing diversity” grew by
14 percentage points to 64%. We can directly correlate many of
the improvements achieved with initiatives we undertook during
the year.

However, while we are very pleased to be moving in the right
direction, we are aware that we are not as yet in the top quartile
for employee engagement among the FTSE 100 companies with
whom we compare ourselves. Our focus is on making more
progress in years to come.

Culture and engagement
Ultimately, all the actions taken by our people are informed by our
culture and have an impact on engagement. These are some of
the initiatives that focused specifically on these areas:

Employees and clients identify our brand values

When seeking to identify the living and breathing values that
differentiate and guide Brewin Dolphin, we invited those people
who are most important and closely involved to undertake the
work. So not only did we invite 120 staff members to participate
in a series of focused workshops, we also sought the opinions of
clients and prospects. This was an approach that removed any

46 Brewin Dolphin Holdings PLC

and greater visibility of senior managers and Board members. The
survey findings demonstrate that people are aware of these efforts
to improve.

Driving diversity
At Brewin Dolphin we appreciate that a diverse workforce allows
us to benefit from a range of views and perspectives helping us
to deliver on our strategy. We have a dedicated Diversity and
Inclusion Committee made up of members from throughout the
organisation which addresses matters relating to gender, race,
age and sexual orientation. We have female representation on
the Executive Committee of 10% (one in ten); this has reduced
from one in six in 2015, due to the expansion of the Executive
Committee discussed on page 25. Across the Group, we have
an employee headcount of 1,583 of which 693 (44%) of our
employees are women. We are aware that there is considerable
room for improvement, particularly in the racial and gender
balance of our workforce, and we have implemented the
following initiatives:

Women @ Brewin

“Women @ Brewin” is a new initiative that enables our female
employees to meet and discuss career issues with high-profile
role models. These include our female Directors (who represent
37% of the Board) as well as people from outside the Group,
such as Professor Heather McGregor, Executive Dean of
Edinburgh Business School and until recently author of the
weekly “Miss Moneypenny” column in the Financial Times.

Gender in recruitment and promotion

Employee engagement through volunteering
Four teams from our London office took part in the
Business in the Community’s Give & Gain day in May 2016.
Teams spent the day at a primary school, two community
centres and a YMCA all within easy reach of our Smithfield
office. Each team set out to improve the physical
environment of their chosen location, with plenty of painting,
weeding, digging and planting going on to help create
cleaner and tidier environments for those who use
the facilities.

risk of artificially creating and enforcing values. Rather, it enabled
us to uncover our values of:

Genuine – heartfelt advice, delivered by people who care.

We are very pleased that more than half (55%) of the senior
client-facing new hires we made during 2016 were female. In
addition, when we opened our new branch in Cambridge we
appointed a female manager to run it.

Expert – skilfully facilitating important decisions.

Ambitious – making more of life’s opportunities.

Building our “Engagement Partner” network

Every office and department now has an official “Engagement
Partner” who oversees an annual action plan of activities that
drive greater commitment, loyalty and satisfaction among our
people. This initiative had a direct impact on meaningful
improvements in engagement during the year.

Streamlining internal communications

The improvement highlighted above in how our people perceive
internal communication is an early result of a carefully conceived
effort to enhance information flows. During 2016, we initiated a
better planned, more joined-up and thoughtful set of processes
supporting communication from the top. These included regular
updates from management, better internal use of social media

Maternity and related initiatives

Our Maternity and New Parent social network, launched
in 2016, encourages and enables support for people balancing
parenthood and the demands of work. We have also introduced
new and better guidance for individuals and managers both
before and following maternity leave. And we have improved
our maternity leave policies, as well as introducing time off
for fostering.

Unconscious bias training

We launched an unconscious bias training programme in
2016, attended by managers across the Group including the
Chief Executive, to help employees across our network recognise
and overcome any bias resulting from their cultural environment,
personal experience and background. As part of a fully revised
approach to diversity when seeking new employees, we also
instructed the recruitment agencies we work with to take
measures to avoid unconscious bias when assessing candidates.

brewin.co.uk 47

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Corporate Responsibility continued

Learning and development
We make every effort to be as good as anybody in our industry in
terms of training, both to enable our people to excel at their jobs
and to reduce the risk of clients not gaining the right outcomes.
We therefore constantly review our performance against the
market place, and adapt our activities to ensure we are a
leader in this area.

Performance management

We understand that reward is an important factor behind
engagement, so we strengthened the alignment between
performance and compensation during the year. This involved
strengthening the performance review for all employees, which
took into account individuals’ behaviours and client outcomes
as well as financial success.

Stewardship
We have established a Stewardship Committee to ensure
that discretionary clients’ interests as holders of securities
are protected and, where appropriate, to ensure proactive
shareholder action is taken in the best interest of its discretionary
clients. We give our clients the first opportunity to vote the shares
for which they are the underlying beneficiary using our online
facility, Vote Your Shares. In the closing days before each AGM,
we vote the balance of each shareholding not voted by clients
and over which we have discretion for the majority of the stocks
held in our nominees. Brewin Dolphin publishes the aggregate
voting record for these companies on our website after each
AGM. For more information on our Stewardship Policy please
see our website brewin.co.uk/corporate-responsibility.

Tax strategy
We take our corporate responsibility seriously with respect to
taxation and aim to be a good corporate citizen by bearing our
fair share of the tax burden while at the same time safeguarding
our reputation and relationships with clients, shareholders and
tax authorities alike. While we are mindful of our obligations to
shareholders to ensure tax efficiency, we use only legitimate tax
reliefs for the purposes for which they were intended and do not
take part in aggressive tax planning or condone tax avoidance as
both would contravene our ethics and conservative culture. A key
driver of our tax strategy is to reduce risk as our appetite for tax
risk is low. We also aim to promote tax awareness among our
staff so that our processes and controls encompass best practice
and keep pace with changing tax legislation and requirements.
Tax governance is embedded in our formal governance structure
to ensure that we are in compliance with tax law in all territories
in which we operate.

Other Corporate Responsibility initiatives

Charitable and community activities

Our charitable and community activities are the sole area of
interest of our Corporate Responsibility Committee. This reports
to the Board twice a year on activities carried out throughout
the Group.

Chaired by a client-facing business professional, the Committee
is deliberately close to the business in the communities where
the majority of our Corporate Responsibility activities take place.
As a locally focused organisation, our Corporate Responsibility
activities enable us to express our culture and values within
communities where our clients live and work.

Performance management and business development

We also continued our successful Aspire mentoring scheme, and
launched a series of management seminars and learning initiatives
to improve in the areas of performance management, motivation
and leadership skills. And, as mentioned in the Chief Executive’s
Review, we invested heavily in the business development
capabilities of our people.

Succession and career planning

Leadership development was an area of particular focus,
and we undertook a full succession planning process in 2016,
including the identification of the high-potential leaders of the
future. In parallel, we invested considerable effort in designing
clear career paths for employees, and were pleased to see the
fruits of this work come through in the results of our employee
engagement survey. Support for the response “I understand
the options available for me to progress my career” rose by
12 percentage points.

Talent

Emerging talent and apprenticeships

We grew our emerging talent programme by 50% during 2016,
with 30 employees – including a high proportion of new graduates
– experiencing the scheme. We also launched a formal business
support apprenticeship programme in our Newcastle-upon-Tyne
office, with the potential to expand into other offices.

Inspire

Shape Your Future with
Aspire Mentoring

Guide

Email: aspirementoring@brewin.co.uk

At any career stage, Mentoring is a great way to access valuable
support and insights from someone who has walked a similar path.

As a Mentee learn new approaches to work that help achieve
personal and career aspirations.

“ I gained so much and

would recommend this
to anyone that wants
to further and improve

themselves.”

“ My Mentor was

so supportive and
approachable, which
made the whole process

a great experience.”

As a Mentor use your knowledge and experience to benefit others
and broaden your network.

“ It is very rewarding to use

one’s own experience to help
colleagues develop careers.
It is very refreshing to see
the world from the other end

to gain so much as

“ I had not expected
a Mentor!”

of the lens.”

Considering Aspire mentoring as a Mentee or Mentor?

To learn more contact aspirementoring@brewin.co.uk or speak to your CDP

48 Brewin Dolphin Holdings PLC

This is aligned with our goal of building long-term relationships
with our clients. As we strengthen our relationships with our
clients, we strengthen our relationship with their communities.

2016 was a very important year for Corporate Responsibility at
Brewin Dolphin. Not only did we carry out a great deal of work on
helping our people across the branch network co-ordinate their
activities for greater impact, we also formalised much of what we
do and put more resource behind several initiatives.

For example, we expanded the role of our Corporate
Responsibility Manager to become a full time role, doubled our
commitment to payroll giving, created a paid-for volunteering
scheme across the Group and launched a dedicated Corporate
Responsibility section on our website. Highlights of the
year include:

– Partnerships: we renewed and expanded our commitment to
the Enabling Enterprise organisation, in which school children
learn enterprise skills and gain insights into the world of work
by visiting our offices. We hosted 12 office visits across our
branches nationwide.

– Volunteering: every employee can now spend a working day

a year volunteering in the community. In the year to 30
September 2016, our people had volunteered for a total of
2,124 hours.

– Matched payroll giving: we doubled our matched payroll giving
limit to £20 a month during 2016 and as a result, we received
a Gold Award from the Charities Aid Foundation.

– Fundraising matching: we offer an employee fundraising

matching scheme and excluding our donations, staff raised
a magnificent £218,000 during the year.

– Small grants: we awarded £31,710 through 42 small grants

to community projects.

– Work experience programme: we ran a number of events in
Birmingham and London to encourage local students to get
a flavour of our working environment.

– The Brewin Dolphin Foundation makes donations to

international disaster appeals and this year donations were
made for events including Hurricane Matthew and the Ecuador
earthquake in line with employee wishes.

We also put a great deal of emphasis on internal communications.
This included the launch of “Making a difference” magazine,
dedicated campaigns supporting the payroll giving and
volunteering initiatives as well introducing a Corporate
Responsibility section on the newly launched Brewin website.
We believe such activities contributed greatly to the dramatically
improved response to the Corporate Responsibility statement in
the 2016 staff engagement survey from 34% to 68%.

As we seek to strengthen relationships with local communities,
we also seek marketing opportunities that wherever possible
deliver a favourable community outcome. We were again very
active on this front in 2016, and we contributed to events

London to Paris Sponsored Bike Ride
On Sunday 22 May 2016, 42 Brewin Dolphin cyclists from
12 offices, led by former England footballer and blood
cancer survivor Geoff Thomas, arrived in Paris to complete
the four day 500km Brewin Dolphin sponsored ride. The
team, part of a 200-strong group that rode to Paris to raise
funds for blood cancer charity Cure Leukaemia, were elated
to have completed the gruelling ride raising £100,000 for
the charity. Brewin Dolphin was awarded the Cure
Leukemia Corporate Partner of the Year 2016 Award.

including the Great Yorkshire Show, the Borders Book Festival,
the Highland Sports Fair, the Cheltenham Cricket Festival and
the Shrewsbury and Taunton Flower shows.

Environmental activities

At Brewin Dolphin, our main environmental impacts are through
largely UK-based travel and the consumption of resources and
emissions at the buildings in our branch network. We do all
we can to reduce any such impacts as much as we can,
through sensible policies and initiatives including Green IT
and recycling programmes. Please see page 99 for our
full environmental statement.

Supplier initiatives

Even though we are largely UK based, we are aware of the risks
associated with a supply chain that crosses borders, potentially
into nations where employee rights do not match our own
standards. We take our responsibilities very seriously in this area
and are taking those actions necessary to understand our supply
chain and carry out any required remedial activities that we identify.

brewin.co.uk 49

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Chairman’s Introduction to Governance
How good governance underpins our ambition

“We recognise the need to lead on
values and conduct in order to
encourage the right behaviours
throughout the Group.”

Dear Shareholders,
This Corporate Governance Report describes how the Group is
governed and managed, and how Brewin Dolphin Holdings PLC
applied the principles of the UK Corporate Governance Code
throughout the year. The Board continues to ensure it upholds the
highest governance standards. We recognise the need to lead on
values and conduct in order to encourage the right behaviours
throughout the Group. We believe that our culture and the quality
of our people are critical to the success of the Group. You can
read more about how we have developed our culture in the Chief
Executive’s Review on pages 22 to 27.

Board changes
At the beginning of 2016 we strengthened the Executive
Committee with the appointment of fi ve senior leaders from
our business. This means our clients' voices are represented
more directly at the Group’s most senior executive governance
committee. As part of this reorganisation, Stephen Ford
resigned from the Board.

Angela Knight, the Senior Independent Director, has served on
the Board for nine years. It has now been agreed that she will
not stand for re-election at the Annual General Meeting (AGM) in
February 2017. She has served the Board and the Company with
great distinction and we are indebted to her. Kath Cates, who
was appointed as an Independent Non-Executive Director in
December 2014 and is Chair of the Board Risk Committee,
will take over as the Senior Independent Director at the AGM.

Highlights from 2015/16
– Reviewed fi nancial KPIs and included new non-fi nancial
metrics of client satisfaction, net promoter score and
employee engagement.

– Full review of key risks as part of internal capital adequacy

assessment process.

– Review of strategy with expanded executive management

team and approval of medium-term plan.

– Extended discussions on different parts of the business at

each meeting.

– Reviewed results of second annual employee

engagement survey.

50 Brewin Dolphin Holdings PLC

Length of tenure

0–2 years

2–6 years

10%

Over 6 years

20%

70%

Board gender diversity

Male

Female

63%

37%

Balance of Executive and Non-Executive Directors

Chairman

Executive

Independent
Non-Executive

12%

25%

63%

Disclosure Committee
During 2016, the new EU Market Abuse Regulation ('MAR') was
implemented to ensure the smooth functioning of the market for
financial securities by curbing behaviours that distort the price of
securities and harm investor confidence. We have formalised the
way in which we meet our obligations under MAR and established
a Disclosure Committee to oversee the implementation of the
governance and procedures associated with the assessment,
control and disclosure of inside information. You can read more
about our Board and Committee structure on page 54.

Simon Miller
Chairman

29 November 2016

Board effectiveness
As part of our three year performance evaluation cycle,
I conducted an internal evaluation process of the Board
during the year through individual meetings with each
Director to obtain their views on what was working well
and what could be improved.

The discussions were wide-ranging, covering how well the
Board operates and approaches its work, the balance of
skills and experience on the Board, the culture and
dynamics of the Board and the effectiveness of Committee
composition. We identified the following areas for focus
next year:

– A review of how the Board and its Committees interact,
to ensure that key issues are discussed appropriately at
full Board meetings following more detailed discussion in
the relevant Committee.

– Succession planning for Non-Executive Directors will

need to reflect the fact that they were all appointed within
a relatively short time frame, with the exception of the
current Senior Independent Director. The Nomination
Committee will develop plans to address this in 2017.

There will be an externally facilitated performance evaluation
in 2017. Read how Executive Directors' remuneration is
linked to performance on pages 86 to 89.

Non-executive engagement
An important part of my role is to ensure that our Non-Executive
Directors offer both support and challenge to the executive
management team. The Non-Executive Directors meet with
the wider executive management team and regularly visit
different offices.

Succession planning
Succession planning is an important element of good
governance, ensuring that we are fully prepared for planned or
sudden departures from key positions throughout the Group.
The Nomination Committee has reviewed the succession plans
for the Board, the Executive Committee and other key roles within
the organisation. This review also provided visibility of the Group’s
talent pipeline and the leadership development programmes in
place to ensure we are maximising the potential of our people.

Remuneration policy
The Remuneration Committee conducted a full review of our
remuneration policy during 2016. You can read more about this
in the Directors’ Remuneration Report on page 74. The Directors'
Remuneration Policy will be put to shareholders for approval at
the forthcoming AGM.

brewin.co.uk 51

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Board of Directors

Simon Miller
Chairman

David Nicol, CA, Chartered FCSI
Chief Executive

Andrew Westenberger, FCA
Finance Director

Angela Knight, CBE
Senior Independent Director

N* R

Simon Miller was appointed
Chairman in March 2013.
He joined the Board in 2005
and became Deputy Chairman
and Senior Independent
Director in 2012. He read law
at Cambridge and was called
to the Bar. He subsequently
worked for Lazard Brothers
and County NatWest. He is
also chairman of Blackrock
North American Income
Trust PLC, JPMorgan Global
Convertibles Income Fund
and a director of Scottish
Friendly Assurance Society.

Andrew Westenberger joined
the Board in January 2013.
He was Group Finance Director
of Evolution Group PLC from
2009 until August 2011 and
a director of its principal
subsidiary, Williams de Broe
Limited. Andrew qualifi ed as
a chartered accountant with
Coopers & Lybrand. From
2000 to 2008, he held various
senior fi nance roles in London
and New York with Barclays
Capital. He is a non-executive
director of the Chartered
Institute of Securities
and Investments.

David Nicol joined the Board as
a Non-Executive Director in
March 2012 and was
subsequently appointed Chief
Executive in March 2013. He
trained and qualifi ed in 1980
as a chartered accountant with
Ernst & Young and spent two
years working for KPMG in
Hong Kong. He joined Morgan
Stanley in 1984, where he
worked for 26 years in a
number of operations and
fi nance roles. He was a director
of Morgan Stanley International
PLC from 2004 to 2010. David
was a non-executive director
of Euroclear plc from 1998 to
2010 and was on the board
of the Chartered Institute of
Securities and Investments
until September 2015. He is
on the Council of the Institute
of Chartered Accountants of
Scotland and is a member of
the appointment committee of
the Hermes Property Unit Trust.

Angela Knight was appointed
as a Non-Executive Director
in July 2007 and as Senior
Independent Director in
February 2014. She worked
in the engineering industry for
many years before becoming
councillor and chief whip on
Sheffi eld City Council from
1987 to 1992. She entered
Parliament in 1992 as MP for
Erewash and was Economic
Secretary to the Treasury
between 1995 and 1997.
She was Chief Executive of
The Association of Private
Client Investment Managers
and Stockbrokers from
September 1997 to December
2006, and Chief Executive of
the British Bankers Association
from April 2007 to July 2012.
She was Chief Executive of
Energy UK until December
2015 and is currently the chair
of the Offi ce of Tax
Simplifi cation. Angela is also a
non-executive director of Tullett
Prebon PLC, Arbuthnot
Latham & Co Limited and
Taylor Wimpey PLC.

52 Brewin Dolphin Holdings PLC

Key to our committees

Member of the Audit Committee

Member of the Board Risk Committee

Member of the Nomination Committee

Member of the Disclosure Committee

Member of the Remuneration
Committee

Denotes Committee Chairman

S
T
R
A
T
E
G
C
R
E
P
O
R
T

G
O
V
E
R
N
A
N
C
E

Ian Dewar, FCA
Non-Executive Director

Paul Wilson
Non-Executive Director

Caroline Taylor
Non-Executive Director

Kath Cates
Non-Executive Director

F
N
A
N
C
A
L
S
T
A
T
E
M
E
N
T
S

A* RK R

RK R* N

RK*

O
T
H
E
R

N
F
O
R
M
A
T
O
N

Ian Dewar was appointed as
a Non-Executive Director in
November 2013. He retired
from KPMG in 2012 after a
32-year career, including 19
years as a partner. During that
time, he performed a wide
variety of roles, both within
KPMG and as a non-executive
trustee in the charity sector.
An accountant by training, his
experience has been in audit,
advisory, client relationship and
practice management roles.
He has spent the last 27 years
working in the fi nancial services
sector. Ian is a non-executive
director of Manchester Building
Society and Arbuthnot Banking
Group PLC.

Paul Wilson was appointed as
a Non-Executive Director in
December 2013. Paul has over
25 years’ experience of the
fi nancial services industry. Until
February 2014, he was an
advisory partner at Bain &
Company, responsible for their
fi nancial services practice. Paul
is the senior independent
director of XL Catlin UK and
chair of the risk and reserving
committee. He is also CEO of
the World Platinum Investment
Council and is a group board
independent director at
Unigestion Holding SA, based
in Geneva. Paul is international
chairman of Action Against
Hunger, a global charity
addressing the problems of
acute malnutrition in children in
35 countries worldwide. He
holds an MBA from Harvard
Business School.

Caroline Taylor was appointed
as a Non-Executive Director in
May 2014 and has
responsibility for the Corporate
Responsibility Committee.
Caroline has over 25 years’
experience in the fi nancial
services sector with a strong
background in investment
management and in-depth
knowledge of all aspects of
investment management
operations, compliance and
legal issues. Caroline was a
director of Goldman Sachs
Asset Management
International from 2005 to
2012 and is currently a
non-executive director of
Ecclesiastical Insurance
Offi ce PLC.

Kath Cates was appointed as
a Non-Executive Director on
18 December 2014 and
became Chair of the Board
Risk Committee on 1
September 2015. Kath has
over 20 years’ experience in
international fi nancial services,
latterly as chief operating
offi cer, wholesale banking for
Standard Chartered Bank.
She is currently a non-
executive director and chair
of the risk committee for RSA
Insurance Group plc and a
non-executive director of
Threadneedle Investment
Services Limited.

brewin.co.uk 53

Corporate Governance Statement
The Board is committed to ensuring the highest standards of corporate
governance which are so critical to creating value

Governance Framework

Board responsibilities

Matters reserved for the Board’s decision

– Collectively responsible for the long-term success

– Group strategy, long-term objectives, annual budgets

of the Group.

and medium-term plans.

– Setting strategy and being accountable to shareholders

– Approval of the annual and interim results.

for delivery of value.

– Monitoring management activity and performance

against targets.

– Providing constructive challenge to management.

For more detail on what the Board has considered
during the year please go to page 56.

– Material acquisitions, disposals and contracts.

– Approval of risk appetite.

– Ensuring that a sound system of internal control and risk

management is maintained.

– Changes relating to the Group’s capital structure.

– Approval of dividend policy.

– Changes to Board composition.

Certain Board responsibilities are delegated to formal Board Committees, which play an important
governance role through the work they carry out.

Audit Committee

Board Risk Committee

Remuneration Committee

– Reviews the Group’s financial
reporting and recommends to
the Board that the Report and
Accounts should be approved.

– Reviews internal financial controls.

– Assesses the independence and
effectiveness of the internal and
external auditors.

– Oversees the Risk Management

– Sets the remuneration policy

Framework of the Group.

for the Group.

– Assists the Board in discharging
its responsibilities for the integrity
of the Group’s internal control and
risk management systems.

– Sets the individual remuneration
of the Executive Directors and
other staff designated as Material
Risk Takers under the FCA’s
Remuneration Code.

Nomination Committee

Executive Committee

Disclosure Committee

– Reviews the composition of

the Board and its Committees.

– Ensures that appropriate

procedures are in place for the
nomination, selection, training
and evaluation of Directors.

– Ensures that there is an effective

framework for succession planning.

– Manages the day-to-day
running of the Group,
including the development
and implementation of strategy,
monitoring the operating and
financial performance and the
prioritisation and allocation
of resources.

– Oversees the implementation of
the governance and procedures
associated with the assessment,
control and disclosure of inside
information in accordance with
the Market Abuse Regulation.

54 Brewin Dolphin Holdings PLC

Board composition and roles
Our Board comprises the Chairman, two Executive Directors and five independent
Non-Executive Directors. Their key responsibilities are:

Chairman
Simon Miller

Chief Executive
David Nicol

Finance Director
Andrew Westenberger

– Provides leadership to the Board, setting
its agenda, style and tone to promote
constructive debate and challenge
between the Executive and Non-
Executive Directors.

– Ensures good information flows from
the Executive to the Board, and from
the Board to its key stakeholders.

– Supports and advises the Chief
Executive, particularly in the
development of strategy.

– Chairs the Nomination Committee and
builds an effective and complementary
Board, regularly considering its
composition and balance, diversity
and succession planning.

– Ensures that the induction and

training programmes for Non-Executive
Directors are implemented and
are effective.

Senior Independent Director
Angela Knight*

– Acts as a point of contact for

shareholders and other stakeholders to
discuss matters of concern that are not
appropriate to address through normal
channels of communication with the
Chairman or Chief Executive.

– Acts as a sounding board for the

Chairman and serves when required as
an intermediary for the other Directors.

– Meets with the Non-Executive

Directors (without the Chairman
present) at least annually and
leads the Board in the ongoing
monitoring and annual evaluation
of the Chairman’s performance.

– Is available to meet with major

shareholders to develop a balanced
understanding of their issues and
concerns and report the outcome
of these meetings to the Board.

– Provides leadership to the Group.

– Supports the Chief Executive in

– Develops strategy proposals for

developing and implementing strategy.

recommendation to the Board and is
accountable for business performance.

– Oversees the financial delivery and

performance of the Group.

– Leads the development of the finance
function to provide insightful financial
analysis that informs key
decision making.

– Leads treasury activities.

– Leads investor relations activities

and communication with investors
alongside the Chief Executive.

– Works with the Chief Executive to

develop budgets and medium-term
plans to support the agreed strategy.

Company Secretary
Louise Meads

– Acts as Secretary to the Board

and Committees.

– Develops Board and Committee

agendas and collates and
distributes papers.

– Advises on corporate governance.

– Ensures compliance with

Board procedures.

– Facilitates induction programmes.

– Organises the Annual General Meeting.

– Makes herself available to all Directors

for advice.

– Maintains a dialogue with the Chairman
on all important matters and strategic
issues facing the Group.

– Ensures that there is an effective
framework of internal controls,
including risk management,
covering all business activities.

– Ensures that the Group has the

capabilities and resources required
to achieve its plans and that robust
management succession and
development plans are in place.

– Ensures that the Board is fully
informed of all key matters.

Independent Non-Executive Directors
Kath Cates, Ian Dewar, Paul Wilson
and Caroline Taylor

– Constructively challenge management
and decisions taken at Board level.

– Constructively challenge and help
develop proposals on strategy.

– Scrutinise the performance of

management in meeting agreed
goals and objectives and monitor
the reporting of their performance.

– Uphold high standards of integrity

and probity, and support the Chairman
and Executive Directors in instilling
appropriate culture, values and
behaviours in the boardroom
and across the Group.

– Make sure they receive high-quality
information sufficiently in advance
of Board meetings and challenge the
adequacy and quality of such information.

* Angela Knight will retire as a Director at the February 2017 AGM and Kath Cates will succeed her as Senior Independent Director. The Board has reviewed Angela Knight’s

independence in light of the length of her tenure and has concluded that she remains independent in every respect.

brewin.co.uk 55

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Corporate Governance Statement continued

Board activity during the year

Strategy

People

Governance and risk

– Our Directors visited various
offices around the country.

– Received reports from the Group
Head of Risk and Compliance.

– Held the March Board meeting in

– Approved principal risks and risk

– Received presentations from
different parts of the business
on strategic opportunities.

– Held strategy review discussions
with the executive management
team in June.

– Received a presentation on the
updated strategy in September
and approved strategy for the
Group.

– Approved updated budget and

medium-term plans in the context
of the agreed strategy.

– Reviewed progress with

implementation of strategy
through regular reports from the
Chief Executive.

For more information on our
strategy see page 28.

Shareholder engagement

– Consulted with shareholders and

proxy voting bodies on the
revised remuneration policy.

the Edinburgh office.

– Discussed results of the annual
employee engagement survey.

– Received presentations from the

Group Human Resources
Director on our people strategy.

For more information see Corporate
Responsibility report on page 46.

Performance monitoring

– Reviewed reports on performance

against plans.

– Reviewed reports on the Group’s

financial position.

– Reviewed the year-end and

interim results.

For more information
see KPIs on page 30.

– Reviewed reports from brokers

Other

on shareholder feedback
following meetings with the Chief
Executive and Finance Director.

– Received presentations from our
broker on the market perception
of Brewin Dolphin.

For more information
see page 58.

– Approved the 2015 Annual

Report and Accounts and the
2016 notice of AGM.

– Approved the 2017 budget
and medium-term plan.

– Approved Q1 and Q3 interim
management statements.

– Approved the Group’s

tax strategy.

– Reviewed the Group’s annual
insurance programme renewal.

– Training.

56 Brewin Dolphin Holdings PLC

appetite statements.

– Deep dive into cyber risk.

– Approved a refreshed policy for

firm and client money
diversification.

– Received formal reports from the
CF10a (the individual responsible
for oversight and the operational
effectiveness of the systems and
controls that are designed to
achieve compliance with the FCA’s
Client Assets Sourcebook rules) on
the governance and operational
oversight of client assets.

– Discussed the results of the Board

performance evaluation.

– Received reports from the Chairs of
the Board Risk, Audit, Nomination
and Remuneration Committees.

For more information see Principal
Risks and Uncertainties on page 33
and Board Committee reports on
pages 60 to 72.

How we spent our time

48% Strategy
21% Governance

and risk

16% Performance

monitoring

6% Shareholder
engagement

5% Other
3% People

Board attendance during the year

Executive Directors
David Nicol
Andrew Westenberger
Stephen Ford**

Non-Executive Directors
Simon Miller (Chairman)***
Angela Knight (SID)
Kath Cates
Ian Dewar
Caroline Taylor
Paul Wilson

Board meetings

Attendance*

Independent
No
No
No

No
Yes
Yes
Yes
Yes
Yes

Nov











Dec











Jan


n/a








Mar


n/a








Jun


n/a








July


n/a








Sept


n/a








100%
100%
100%

100%
100%
100%
100%
100%
100%

* % based on the meetings entitled to attend.
** Stephen Ford attended all meetings until he stepped down from the Board on 7 January 2016.
*** Simon Miller satisfied the independence criteria of the Code on his appointment as Chairman in March 2013.

In addition to the schedule of formal Board meetings, the Board meets informally throughout the year for dinners that give the
Directors additional time together to discuss issues more broadly. The Chairman and Non-Executive Directors meet periodically
without Executive Directors present, and the Senior Independent Director meets with the other Non-Executive Directors without
the Chairman present.

Information flow at Board and
Committee meetings
The Board and its Committees use an electronic
board portal to gain quick and secure access to
meeting papers and other reference materials.
The Directors indicated in their response to the
Board performance evaluation that the quality
of information supplied to them continues to be
of a high standard. They recognise, however,
that Board reporting continues to evolve and
improve. The chart on this page describes
the information flow before and after
Board meetings.

All Board Committees operate on a similar cycle,
planning forward agendas for the year to ensure
that all important issues are addressed as part
of the annual cycle. The chairman of each
Committee agrees every agenda with the
Company Secretary and relevant members
of senior management. Any Committee
member can call for reports on additional
matters of interest.

Chairman agrees
the agenda with
input from the
Chief Executive and
Company Secretary

Status of open
actions is a
standing agenda
item at
each meeting

Agenda and papers
are distributed at
least five days
ahead of
the meeting

Company
Secretary ensures
agreed actions
are completed

Board meetings held
(at least six per year)

brewin.co.uk 57

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Relationship with shareholders
Led by the Chairman, the Board recognises the important and
valuable role that shareholders play in safeguarding the Group’s
governance. The Chairman, Chief Executive and Finance Director
meet regularly with the Group’s major shareholders. Following
these meetings, the Board discusses the feedback received.
We hold analyst and investor meetings and presentations
following the release of our annual and interim results, posting
a webcast of our presentations on our website for those unable
to attend in person. The Group’s broker provides the Board
directly with anonymised investor and analyst feedback
following the results of meetings and presentations.

We hold our Annual General Meeting ('AGM') in London.
We have changed its venue this year following feedback from
shareholders who attended previous AGMs. It will be held in
Haberdashers’ Hall, 18 West Smithfield, London EC1A 9HQ
on 3 February 2017 at 11.30am. You can see details of the
meeting and the resolutions to be proposed in the Notice of
AGM which is available to download from our website
(www.brewin.co.uk/investors).

The AGM gives shareholders, our smaller shareholders in
particular, an opportunity to meet the Board and ask questions,
either formally at the meeting or informally afterwards.

Corporate Governance Statement continued

Development and induction
All new Directors participate in a full induction programme
that takes into account any previous experience they may
already have as directors of a public limited company. The
induction programme for new Directors typically includes
meetings with the Executive Directors and members of the
senior management team covering the Board, the business,
finance, risk and compliance, operations and key change
programmes as well as branch visits.

Brewin Dolphin undertakes training sessions for the entire
Board. All Directors are members of the Deloitte Academy,
which provides a year-round programme of briefings and
update sessions on relevant topics including accounting
and auditing standards, corporate governance and regulation.

The whole Board training programme for the year included
briefings on the EU Market Abuse Regulation, FCA enforcement
actions, the FCA’s Senior Managers’ Certification Regime, cyber
risk, corporate governance updates and detailed briefings from
the business.

Directors’ conflicts of interest
The Board has a policy and effective procedures in place
for managing and, where appropriate, approving conflicts or
potential conflicts of interest. This is a recurring agenda item at
all Board meetings, giving Directors the opportunity to raise any
conflicts of interest they may have or to update the Board on
any changes to previously lodged interests. A Director may
be required to leave a Board meeting while such matters
are discussed.

The Company Secretary holds a register of interests, and a
log of all potential conflicts raised is maintained and updated.
Whenever a Director takes on additional external responsibilities,
the Chairman considers any potential conflicts that may arise
and whether or not the Director continues to have sufficient
time to fulfil his or her duties. If a potential conflict exists, the
Board is empowered to authorise potential conflicts and agree
what measures, if any, are required to mitigate or manage them.

58 Brewin Dolphin Holdings PLC

UK Corporate Governance Code
Compliance statement
We have complied with all principals and provisions of the
2014 Code ('the Code') throughout the financial year ended
30 September 2016. The Corporate Governance Statement
and the cross referenced reports within set out our approach
to applying the Code. A new version of the Code was introduced
in September 2016, and the revised provisions will apply to the
Group for the 2016/17 financial year. The Board will therefore
report on its implementation of those new responsibilities in
next year’s Annual Report.

Internal control and risk management
The Board recognises that its risk management strategy is
essential for achieving good business governance that protects
stakeholders and enhances shareholder value. It also understands
that it is responsible for ensuring that there is an effective system
for identifying, evaluating and managing the significant risks that
the Group faces. The Board has adopted a risk-based approach
to establishing a system of internal control and operates a
“three lines of defence” model to help ensure our framework
for managing internal controls and risks across the Group is
robust and effective. The Board reviews the effectiveness of
this framework periodically, receiving reports on internal control
from the Audit Committee and the Board Risk Committee, and
debating key risks for the Group following more detailed work
by the Board Risk Committee. The Board sets the Group’s risk
appetite statements and reviews operational risk scenarios,
stress testing and reverse stress testing as part of the internal
capital adequacy assessment process.

The Directors confirm that they have carried out a robust
assessment of the principal risks facing the Group, including
those that would threaten its business model, future performance,
solvency or liquidity. The Board considers that the information
it receives enables it to review the effectiveness of the Group’s
internal controls in accordance with the Financial Reporting
Council’s (FRC’s) Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting. Areas
where internal controls can be improved are identified and
appropriate actions agreed as part of our internal control
systems. Management and the Board (with the support of
the Audit Committee) regularly monitor progress towards
completion of these actions. The Board considers that none
of the identified areas for improvement constitutes a significant
failing or weakness.

Read more about our principal risks and risk management
process on pages 33 to 37.

brewin.co.uk 59

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Nomination Committee Report

“We continued to focus on succession
planning and talent development
programmes in 2016 and actively
monitored the succession planning
processes in place across the Group.”

Simon Miller
Chairman of the Nomination Committee

appointed as the Senior Independent Director following the
AGM in February 2017. The Committee also noted that all the
remaining Non-Executive Directors were appointed within a
relatively short time period and that succession planning for the
Board will need to address this issue.

We conducted a review of the remaining Non-Executive Directors,
which included a skills matrix to identify whether there were any
gaps to address in light of Angela Knight’s departure.

Role and responsibilities of the
Nomination Committee
– Reviews the composition of the Board and Board Committees
to ensure that they are properly constituted and balanced in
terms of skills, experience and diversity.

– Conducts succession planning for the Board and ensures that

there are effective plans in place for the wider
management group.

– Formally assesses each Director’s skills and experience, both
to identify any skills gaps that need to be addressed through
Board changes and to assist with succession planning.

– Manages the search process for new Directors, recommending

appointments to the Board.

Chairman’s overview
The Committee continued to focus on succession planning and
talent development programmes in 2016 and actively monitored
the succession planning processes in place across the Group.
We believe these programmes will provide the foundation of a
strong talent pipeline in the years to come. You can read more
about the key achievements in this area in the Chief Executive's
Review. Five new appointments were made to the Executive
Committee during the year and all were sourced internally. The
Board and Executive Committee have already benefited from
their input and perspective on how we can continue to improve
our services, to deliver more value to clients and to drive growth
across the Group.

Stephen Ford stepped down from the Board in January 2016
as part of the reorganisation of our executive management.
This change was considered by the Board as a whole, rather
than by the Nomination Committee in the first instance.

Angela Knight has served as a Director for nine years and has
announced her intention not to stand for re-election at the AGM
in 2017. We recommended to the Board that Kath Cates be

60 Brewin Dolphin Holdings PLC

Committee composition
The Committee comprises the Board Chairman and independent Non-Executive Directors. The Chief Executive is a standing attendee,
except when matters relating to his own appointment are discussed.

Committee members

Simon Miller (Chairman)

Angela Knight

Caroline Taylor

Other Committees

Remuneration

Audit Committee

Remuneration Committee

Paul Wilson

Remuneration Committee (Chairman)

Board Risk Committee

* David Nicol was a member of the Committee until 3 November 2015.

Committee attendance during the year

Standing attendees

Chief Executive*

Group Human Resources Director

Members
Simon Miller
Angela Knight
Caroline Taylor
Paul Wilson

Committee meetings

Attendance

March





June





October





100%
100%
100%
100%

Independence and re-election to the Board
During 2015, we formally considered the continuing appointment
of Angela Knight, the Senior Independent Director, who was
appointed in July 2007. This included considering whether there
was any evidence that her independence had been impaired by
the length of her service on the Board. We concluded that it was
in shareholders’ interests that she remained on the Board and
that there was no evidence to indicate that her independence
had been impaired. All other Non-Executive Directors have
served terms of less than six years and are considered to be
independent. All Directors, with the exception of Angela Knight,
will be standing for re-election at the 2017 AGM. You can find
biographical information on each of our Directors on pages 52
to 53.

Diversity
Brewin Dolphin has established a Diversity and Inclusion
Committee. A number of initiatives were in operation during the
year to encourage wider diversity throughout the Group, including
the “Women @ Brewin” network, which aims to provide guidance
and support to help the development of female talent at all levels
of the organisation. You can read more about this programme on
page 47.

Considering the benefits of diversity on the Board in all aspects,
including gender, is an important part of the search for new Board
candidates. Currently, three of our eight Directors are female
(37%). Whenever possible, we will ensure each time a Director is
recruited that at least one of the shortlisted candidates is female.

As discussed elsewhere in this Annual Report, we made five
internal appointments to the Executive Committee during the year.
It is disappointing that none of these appointments were female
but we expect that the considerable work being implemented
throughout the Group under our leadership development and
diversity programmes will support a more diverse talent pipeline in
the years to come. Following the five new appointments, the
Executive Committee now has 10% female representation.

Succession planning
We continued to develop and monitor succession plans both at
Board and at senior management levels during 2016. The Group
Human Resources Director is a standing attendee at Nomination
Committee meetings. He has presented the Committee with
details of the Group-wide succession planning and development
programmes for senior management. Potential successors
have been identified for senior management positions, and
Non-Executive Directors meet with key individuals as part
of their office visits.

The Committee continues to be satisfied that adequate
succession planning is in place for the Board and senior
executives. This will remain a key focus in 2017.

Simon Miller
Chairman of the Nomination Committee

29 November 2016

brewin.co.uk 61

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Board Risk Committee Report

“The ability to identify, monitor and
manage risks is a key requirement of
all successful businesses.”

Kath Cates
Chairman of the Board Risk Committee

We have focused our “deep dive” reviews on the Group's key risks
such as investment governance, people, internal processes,
IT, information security and the operating model to assess and
challenge controls.

We have also received updates on changes in legislation and the
economic environment, with particular reference to Brexit and its
impact on the business.

Angela Knight stepped down from her role as a member of
the Committee during the year. I would like to thank her for her
significant contribution to the Committee over the past few years.

The Committee has reviewed management information on key
risks to the business. We have also provided oversight to ensure
that the Group’s approved risk appetite remains appropriate and
that risk tolerance is set to the appropriate level.

Chairman’s overview
The ability to identify, monitor and manage risks is a key
requirement of all successful businesses, particularly those
operating in the financial sector. To do this effectively, businesses
need to understand their key risks, their appetite for risk taking
and the mitigating factors they can use to limit downsides.
The Board of Brewin Dolphin has delegated this area to the
Board Risk Committee. The Board does, however, retain ultimate
responsibility for setting the Group’s risk appetite and for ensuring
that our system of internal control and risk management is
adequate and effective.

The Committee will continue during 2017 to examine key risks
which are relevant to the Group’s strategic objectives.

During 2016, the metrics used in management information
reviewed by the Committee were enhanced. This means that
it is now possible for further challenge of the key risks identified
by the Group’s Risk Management Framework, including client
money, conduct risk and investment governance. Key risks have
been mapped against the Group’s strategy at a series of
workshops held during the year.

62 Brewin Dolphin Holdings PLC

Role and responsibilities
The Committee provides oversight of the Risk Management Framework to assist the Board with its responsibilities for ensuring the
integrity of the Group’s internal control and risk management systems. It does this through:

– Overseeing the Group’s risk management infrastructure
relating to all the material risk areas the business faces,
including business and strategic risk, financial risk, operational
risk, conduct risk, regulatory compliance risk, criminality risk
and investment risk.

– Helping the Board establish appropriate levels of risk appetite

and tolerance.

– Overseeing and supporting the Group Risk and Compliance

Director in ensuring there is adequate resource and an
appropriate level of independence.

– Helping the Board manage risks associated with the Group’s
strategy, in particular being vigilant and alert to changes in the
external risk environment.

– Reporting on its proceedings to the Board and, wherever

– Having oversight of how the risk culture is monitored and

relevant, to the Audit Committee.

communicated to the Group.

– Measuring and monitoring the Group’s exposure to material

risks and ensuring appropriate mitigation is in place to
manage them.

– Identifying issues where it considers actions or improvements
are needed and making recommendations on the steps to
be taken.

Committee composition
The Committee is made up of independent Non-Executive Directors. There is always a cross-membership with the Audit
and Remuneration Committees to help ensure that agendas are aligned and key information is appropriately shared across
the Board Committees.

Committee members

Kath Cates (Chairman)

Ian Dewar

Other Committees

Audit Committee

Audit Committee (Chairman)

Standing attendees

Chief Executive

Finance Director

Remuneration Committee

Chief Operating Officer

Paul Wilson

Remuneration Committee (Chairman)

Co-Head of Private Clients

Nomination Committee

Group Risk & Compliance Director

Committee attendance during the year

Members
Kath Cates
Ian Dewar
Paul Wilson
Angela Knight

* Based on the meetings entitled to attend.

Committee meetings

Attendance*

Oct





Nov





Jan





Apr



n/a

July



n/a

100%
100%
100%
100%

brewin.co.uk 63

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Board Risk Committee Report continued

Committee activities during the year

Risk Management and Investment
Governance Frameworks

Regulatory change and
economic environment

– Reviewed regulatory risks and

discussed the specific
management actions identified to
address or mitigate issues that
arose during the year.

– Received regular updates on

regulatory changes and assessed
what implications they have for
the Group.

– Assessed how changes in the
economic environment may
impact the Group.

For more information see our
Market Environment on page 18.

Key risks

– Reviewed and approved the risk

appetite statements and tolerance
for key risks.

– Ensured these remain relevant

and appropriate.

– Monitored emerging risks to

evaluate whether they should be
identified as new key risks.

– Undertook “deep dives” into the

Group’s key risks such as
investment governance, people,
internal processes, IT, information
security and the operating model
to assess and challenge controls.

For more information see our
Principal Risks on page 33.

Reporting

Training

– Received regular reports from the

– Undertook a range of training

Group Risk & Compliance
Director covering:

– regulatory engagement

– risk appetite statement

initiatives in the risk area, including:

– operational risk modelling

– senior managers and the

certification regime

– key operational risk findings

– trends in the ICAAP process

– compliance monitoring activities

– cyber risk

– risk metrics and tolerances

– Market Abuse Regulation.

– regulatory developments

– progress against plans

and resources

– conduct risk.

– Reviewed and challenged
key components of the
Risk Management
Framework, including:

– risk evaluation matrices

– risk appetite

– risk policies

– risk scenarios

– stress testing

– the ICAAP process.

– Monitored the implementation of

the Investment Governance
Framework and challenged its
effectiveness to provide assurance
that client portfolios are managed
in accordance with their individual
investment mandates.

Internal Capital Adequacy
Assessment Process (ICAAP)

– Reviewed, challenged and

approved key components of
the ICAAP:

– risk appetite statements

– operational risk scenarios

– stress testing

– reverse stress testing.

– Held a joint meeting with the Audit

Committee to review and
challenge the ICAAP prior to
recommendation to the Board.

64 Brewin Dolphin Holdings PLC

Performance evaluation
The Committee conducts a performance evaluation every year,
distributing a questionnaire for anonymous completion to all
Committee members and those executives who are regularly
invited to attend the Committee’s meetings. The results are
discussed by the Committee and are used to help form the
following year’s forward-looking agenda.

Risks and uncertainties
The Group’s principal risks are initially assessed and reviewed by
the Risk Management Committee, an executive committee which
implements the Risk Management Framework and monitors risk
performance. The principal risks are subsequently reviewed by
the Board Risk Committee and then proposed to the Board for
approval. You can read about the Group’s principal risks and
uncertainties, together with the key mitigants and controls, on
pages 33 to 37.

How we spent our time

29% Key Risks
18% Risk

Management
and Investment
Governance
Frameworks

18% ICAAP*
14% Training*
12% Reporting
9% Regulatory change

and economic
environment

* Joint sessions with the Audit Committee.

Kath Cates
Chairman of the Board Risk Committee

29 November 2016

brewin.co.uk 65

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Audit Committee Report

“The Audit Committee fulfils a
vital role on behalf of the Board
in monitoring the quality of our
external reporting and audit as
well as assessing the effectiveness
of internal controls.”

Ian Dewar
Chairman of the Audit Committee

Chairman’s overview
The Audit Committee fulfils a vital role on behalf of the Board in
assessing the effectiveness of the Group’s internal controls. The
actions the Committee has taken over the past year have enabled
us to enhance our effectiveness in fulfilling this function.

We are responsible for reviewing reports to the Board on the
Group’s financial reporting, its systems of internal control and the
independence and effectiveness of the internal and external
auditors. We particularly focus on the Group’s annual and
half-year financial statements and the areas of significant
management judgement used in preparing these.

The FRC's Audit Quality Review team selected to review the
audit of the 2015 Brewin Dolphin financial statements as part of
their 2015 annual inspection of audit firms. I received a copy of
the findings of the Audit Quality Review team (AQRT) and met
with members of the team. Following the review, an action plan
was agreed with Deloitte LLP in respect of the 2016 audit and
certain additional procedures were performed and concluded
satisfactorily in respect of the audit of the Company's 2015
financial statements. The Audit Committee is satisfied that the
findings of the review have been appropriately addressed by
Deloitte LLP.

The role of the Group’s internal auditor was subject to a robust
appraisal process during the year, and in January 2016 BDO LLP

was appointed as internal auditor for the Group, replacing
PricewaterhouseCoopers LLP (PwC). The Committee approved
the annual internal audit plan at the start of the year and has
received regular reports on progress made since. We will focus on
developing this relationship further in 2017. I would like to thank
PwC for their contribution to the Committee during their time as
internal auditor over the previous two years.

The Committee also conducted a rigorous review of the
effectiveness of the external auditor, Deloitte LLP. Robert Topley
has replaced Oliver Grundy as our audit partner. We
are conscious both of the Code requirements relating to tender of
external audit, and that we have previously stated that we would
engage in a tender process during the previous partner’s rotation.
Having carried out a careful review, the Committee has concluded
that it is now appropriate to hold a formal external audit tender
during the course of Robert Topley's five-year term. We are
satisfied that the external auditor continues to provide an
effective audit.

In addition to myself, the current members of the Audit
Committee are Kath Cates (Board Risk Committee Chairman),
Angela Knight and Caroline Taylor. As Angela will be retiring at the
Company’s forthcoming AGM, she will also be stepping down as
a member of the Committee. I would like to personally thank her
for her contribution and wish her well for the future.

66 Brewin Dolphin Holdings PLC

Role and responsibilities
The Committee helps the Board meet its responsibilities for the integrity of the Group’s financial reporting, including the effectiveness of
its internal financial control system, and for monitoring the effectiveness and objectivity of the internal and external auditors. It does
this through:

– Monitoring the integrity of the Group’s Annual Report and

Accounts and any formal announcement relating to the Group’s
financial performance. Also reviewing significant financial
reporting judgements that these contain, prior to
recommending them to the Board for approval.

– Reviewing the framework and effectiveness of the Group’s

system of internal financial controls.

– Making recommendations to the Board on the appointment or
reappointment of the external auditor and on the approval of its
remuneration and terms of engagement.

– Reviewing and monitoring the external auditor’s independence

and objectivity, and the effectiveness of the audit process.

– Maintaining and reviewing the policy on engaging the external
auditor to supply non-audit services; this involves taking into
account specific relevant guidance on the matter.

– Monitoring the work of the Group’s Internal Audit function and

reviewing its effectiveness.

– Reviewing the Group’s procedures for handling allegations from

whistleblowers and for detecting fraud.

– Reviewing the adequacy and effectiveness of the Group’s

anti-money laundering (AML) systems and controls.

– Reviewing Group operational risk reports to ensure that risks

which could lead to poor or unfair client outcomes are
adequately addressed and remediated.

Committee composition
The Committee comprises only independent Non-Executive Directors. There is always a cross-membership with the Board Risk
Committee, to help ensure that agendas are aligned and key information is shared appropriately across the Board Committees.

Committee members

Ian Dewar (Chairman)*

Kath Cates

Caroline Taylor

Angela Knight

Other Committees

Remuneration Committee

Board Risk Committee

Standing attendees

Chief Executive

Finance Director

RK*

Board Risk Committee (Chairman)

Group Risk & Compliance Director

Remuneration Committee

Internal auditors

Nomination Committee

External auditors as appropriate

Ian Dewar is the member of the Committee considered to have recent and relevant financial experience as he is a Chartered Accountant and was a partner at KPMG until
2012. Other members of the Committee have extensive experience of the financial services sector.

Committee attendance during the year

Members
Ian Dewar
Kath Cates
Caroline Taylor
Angela Knight

Committee Meetings

Attendance

Oct





Nov





Jan





Apr





July





100%
100%
100%
100%

brewin.co.uk 67

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Audit Committee Report continued

Committee activities during the year

Financial reporting

Internal audit

External auditor

– Assessed the effectiveness of

the internal auditor.

– Appointed a new internal auditor.

– Reviewed and approved the new
internal audit plan for the year.

– Reviewed reports from Internal
Audit, including management
responses to the findings of the
reports and their proposals.

– Reviewed how issues identified
for action, whether arising from
internal audit reports or from
internal control processes,
are identified, progressed and
reported; this ensures there is
an effective framework for the
management of issues within
the Group.

– Reviewed, considered and agreed
the scope and methodology of the
audit work to be undertaken by
the external auditor.

– Agreed the terms of engagement

and fees to be paid to the
external auditor for the audit
of the 30 September 2016
Annual Report and Accounts.

– Assessed the independence and
objectivity of the external auditor.

– Reviewed the policy relating to
non-audit services provided by
the external auditor and approved
non-audit services in accordance
with the policy.

– Received updates in legislative

changes regarding audit
requirements.

– Engaged with the external auditor
and the Financial Reporting Council
regarding the AQRT review of the
2015 audit.

Control environment

– Reviewed year-end reports
providing assurance on the
effectiveness and robustness
of the Group’s system of
internal controls.

Internal Capital Adequacy
Assessment Process (ICAAP)

– Reviewed the ICAAP jointly

with the Board Risk Committee.
After review and challenge of the
ICAAP and its key components,
recommended its approval to
the Board.

– Reviewed the Annual Report and
Accounts, Interim Management
Statements, the Half-Yearly Report
and investor presentations.

– Received a report from

management on the controls
over the preparation of the Annual
Financial Statements, the key
judgements and accounting
policies followed in their preparation.

– Received a report from the external
auditor on the Financial Statements,
including the significant audit risks,
areas of audit focus and the
reasonableness of the significant
management judgements used
in preparing the accounts.

– Reviewed a letter of

recommendation from the
external auditor for improving
the systems of internal financial
control based upon their audit
work for the financial year.

– Reviewed the effectiveness of the
Group’s internal financial controls
and disclosures on this matter
made in the Annual Report
and Accounts.

– Reviewed the Annual Report to

ensure that, taken as a whole, it is
fair, balanced and understandable
and that it provides the necessary
information for shareholders to
assess the Group’s performance,
its business model and strategy
(see more on page 73).

– Reviewed the Group’s going
concern assumption and
Viability Statement.

– Received updates on changes

to legislation regarding
financial reporting.

68 Brewin Dolphin Holdings PLC

Money laundering

Deep dives

Other

– Reviewed the formal report from
the Group’s Money Laundering
Reporting Officer on the operation
and effectiveness of systems
and controls relating to anti-
money laundering (AML) and
the prevention of financial crime.

Technology

– Received a report from the

Head of Information Technology
on progress with the programme
to strengthen the IT Risk
Management Framework
and address themes arising
from internal audit and
operational risk reviews.

– As part of a cycle of deep dives

– Reviewed its terms of reference

in conjunction with the Board Risk
Committee to ensure clarity
of their respective roles and
responsibilities; recommended
revised terms of reference to the
Board for approval.

– Received updates on EU reform
to the tendering process and
attended training held by the
Board Risk Committee and
the Board.

– Reported to the Board on

proceedings at all meetings,
identifying any actions or
improvements needed and
making recommendations on
the steps to be taken.

– Reviewed the Group's

procedures for handling
allegations from whistleblowers
and approved a revised policy.

– Training held with the Board

Risk Committee and at
Board meetings.

we reviewed systems and controls
in relation to client assets and
completeness and accuracy
of revenue recognition.

– Client assets – reviewed reports from
the CF10a (the individual responsible
for oversight and the operational
effectiveness of the systems and
controls that are designed to
achieve compliance with the FCA’s
Client Assets Sourcebook rules),
a reasonable assurance report on
client assets produced by Deloitte,
and guidance around changing
CASS rules.

– Completeness and accuracy of

revenue recognition – a report was
received from management on the
controls operating over valuation
of client funds on which fees are
calculated and the application of
the pricing arrangements agreed
with each client. We concluded
that the controls were sufficient
and operating as intended and
all fees due had been charged
to clients at the appropriate rates
and the revenue recognised by the
Group in its financial statements
was accurate and complete in all
material respects.

How we spent our time

40% Financial
Reporting
21% Internal Audit and
The Control
Environment

12% ICAAP
11% External Auditor
5% Deep dives
4% Money Laundering
4% Technology
3% Other

Performance evaluation
The Committee conducts a performance evaluation every year, distributing a
questionnaire for anonymous completion to all Committee members and those
executives who are regularly invited to attend the Committee’s meetings. The results
are discussed by the Committee and are used to help form the following year’s
forward-looking agenda.

Ian Dewar met regularly during the year with the Board Chairman, Finance Director,
Chief Executive, Head of Internal Audit and the external audit partner to review the
Group’s governance processes and discuss the effectiveness of the internal and
external audit functions.

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Audit Committee Report continued

Key sources of estimation uncertainty related to the financial statements

We reviewed the key sources of estimation uncertainty set out below in relation to the Group Accounts and disclosures (see note 4) for
the year ended 30 September 2016. These issues were discussed with management at various stages during 2015/16 and during the
preparation and conclusion of the Accounts. Having reviewed the presentations and reports from management, we are satisfied that
the Accounts appropriately address the critical judgements and key estimates, in respect of both the amounts reported and the
disclosures made. We discussed these issues with the auditors during the audit planning process and at the conclusion of the
year-end audit. We are satisfied that our conclusions are in line with those drawn by the auditors in relation to these issues.

Issue

Key considerations

Role of the Committee

Conclusion

Goodwill and client
relationships

(see note 4.b.i)

Impairment review of goodwill
and client relationships, including
valuation assumptions used in the
calculation of the fair value of the
relevant cash-generating units.

Determination of the useful
economic life of client relationships,
which establishes the quantum
of the amortisation expense.

We satisfied ourselves on the
valuation assumptions used in the
calculation of the fair value of the
cash-generating units. We also
considered the paper prepared by
management on the average client
tenure and useful economic life
expectations.

We concluded that the assumptions
and judgements used in determining
the carrying value of goodwill and
client relationships were appropriate
and reasonable.

Assumptions
underlying the
calculation of
the defined
benefit pension
scheme liability
(see note 4.b.ii)

Determination of the actuarial
assumptions such as discount
rate, the life expectancy of
scheme members and the
inflation rate used when
calculating the defined benefit
pension scheme liability.

Likelihood of
meeting performance
conditions for the
Long Term Incentive
Plan (see note 4.b.iii)

Determining the likelihood
of meeting the performance
conditions which impact the
quantum of the expense in
the period.

Assumptions
underlying the
estimation of
provisions relating
to onerous leases
(see note 4.b.iv)

Appropriate application of
accounting standards and
underlying recognition principles.

Determining the best estimate
of the likely cash flows and
other assumptions.

We considered management’s
paper which explained the
assumptions used in the
calculation, the resulting impact
on the deficit and the movement
in the deficit during the period.

We concluded that the assumptions
and judgements used in determining
the defined benefit pension scheme
liability were appropriate and
reasonable.

We considered management’s
paper explaining the assumptions
for the likelihood of meeting the
performance conditions.

We concluded that the assumptions
used when calculating the expense
were appropriate and reasonable.

We concluded that the provisions
were appropriate and complete for
obligations that existed at the year
end. We also found that there had
been no new information following
the year end that would result in an
adjustment to the provision.

We reviewed management’s
paper explaining the assumptions
and calculation methodologies
applied in determining provisions.
This included ensuring that the
provision represented present
obligations arising from
past events.

We satisfied ourselves that
the procedures performed by
management to identify the
requirement for provisions were
robust and comprehensive.

70 Brewin Dolphin Holdings PLC

External auditor
The Audit Committee is responsible for developing, implementing and monitoring the Group’s policy on external audit. The policy sets
out the categories of any pre-approved non-audit services which the external auditor is authorised to undertake. It also provides an
approval process for the provision of any other non-audit services. This policy is available to view on the Investor Relations section
of the Group’s website, under the Board Committees subsection.

The Board generally only uses the auditor for audit and related activities. If there is a business case to use the external auditor to
provide non-audit services, prior permission is required from the Committee. In such an instance, the Committee will review the
proposal to ensure that it will not impact the auditor’s objectivity and independence. The majority of tax advisory and similar
work is carried out by another major accountancy firm. An analysis of the auditor’s remuneration is provided in note 9 to the
financial statements.

The Committee assesses the effectiveness of the external auditor on an annual basis, taking account of the following factors:

Factor

Assessment

The role of management

That information provided by management to the external auditor is timely and correct,
that it has proper supporting papers and that accounting systems and internal controls
work effectively.

The audit partner

The audit team

The audit approach

The extent to which the partner demonstrates a strong understanding of the business,
the industry and the challenges faced by the business. The length of time the partner acts
as the lead engagement partner.

The extent to which the audit team understands the business and industry and is properly
resourced and experienced.

That the audit approach is discussed with management, targets the significant issues
early, is communicated properly, is appropriate for the business and industry and includes
an appropriate level of materiality.

The communications and
formal reporting by the auditor

That management and the Committee are kept appropriately informed as the audit
progresses and that the formal report is appropriate and contains all relevant material matters.

The independence and objectivity
of the auditor

That the auditor complies with the Financial Reporting Council’s ethical standards, has the
required degree of objectivity (including their arrangements to identify, report and manage
any conflicts of interest), and that the overall extent of non-audit services provided by the
external auditor does not compromise independence.

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Audit Committee Report continued

External auditor continued

Deloitte have appointed a new audit partner following a review of the effectiveness of the external auditor and a formal interview
process. The Committee is satisfied that Deloitte LLP has conducted an effective audit for the 2015/16 financial year. The Committee
has therefore recommended to the Board that Deloitte be reappointed at the 2017 AGM.

The Committee has considered the Competition and Markets Authority (CMA) and EU requirements for mandatory tendering and
rotation of the audit firm. As previously stated, the Committee had previously intended to initiate a re-tendering process during 2017/18
in line with the previous audit partner's rotation. However, as we have changed the audit partner during the year, we do not believe that
a re-tendering process would be beneficial during 2017/18. The current intention is therefore to re-tender prior to the end of the new
audit partner’s five year term. This will be kept under review and the Committee will use its regular reviews of auditor effectiveness to
assess the most appropriate time for re-tendering during that period.

The Committee has considered the likelihood of the external auditor withdrawing from the market and has noted that there are no
contractual obligations to restrict the choice of replacement external auditor.

The external auditor meets privately with the Committee at least twice a year without senior executive management being present
and regularly with the Audit Committee Chairman.

Internal audit
Towards the end of 2015, the effectiveness of the Group’s internal audit was assessed including a review of alternative providers,
the experience and expertise of the individuals working on the Brewin Dolphin account and the quality of reporting to the Committee.
Following this, BDO was appointed as internal auditor from January 2016 onwards. The Committee approves an internal audit plan at
the start of the financial year and then receives quarterly reports on all internal audits. The plan is reviewed every six months to ensure
it continues to give good coverage of the Group’s key risks. The Committee then critically appraises the internal auditor’s processes to
determine the effectiveness of the audit undertaken.

72 Brewin Dolphin Holdings PLC

Fair, balanced and understandable Report and Accounts
The Committee has performed a review of the Group’s Annual Report and Accounts to ensure that it is fair, balanced and
understandable. What is meant by these terms, and the questions that the Committee considers as part of this review, are
shown below:

Term: Fair

Description:

Questions:

Term: Balanced

– Not exhibiting any bias.

– Is the whole story being presented?

– Reasonable or impartial.

– Have any sensitive material areas been omitted?

– Performed according to the rules.

Description

– Even-handed.

– Taking account of all sides on their

Questions:

– Is there a good level of consistency between the
front and back sections of the Annual Report?

merits without prejudice or
favouritism.

– Does the reader get the same message from

reading the two sections independently?

– Are the key judgements referred to in the

narrative reports and the significant issues
reported in the Audit Committee Report
consistent with the disclosures of key estimates
and uncertainties and critical judgements set
out in the financial statements?

Term: Understandable

Description:

Questions:

– Having a meaning or nature that

– Is there a clear and cohesive framework for

can be understood.

the Annual Report?

– Able to be accepted as normal.

– Is the report written in accessible language?

– Are the messages clearly drawn out?

As well as a focused review as part of the process for producing the Annual Report and Accounts, ensuring that this standard is met
involves a continuous assessment of the financial reporting issues affecting the Group throughout the year.

This report has been prepared in compliance with the CMA Order in relation to mandatory audit tendering and the responsibilities of the
Audit Committee.

Ian Dewar
Chairman of the Audit Committee

29 November 2016

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Directors’ Remuneration Report

“ I am pleased to present the Directors’
Remuneration Report for the year
ended 30 September 2016 on behalf
of the Board. This remuneration
report is split into two sections: the
Directors’ Remuneration Policy and
the Annual Report on Remuneration
which explains how we have applied
our policy during the year.”

Paul Wilson
Chairman of the Remuneration Committee

Remuneration Policy
The Remuneration Committee reviewed the Policy during the
year to consider whether any changes are necessary. We
considered how well the current policy is linked to strategy,
whether alternative structures could be introduced to simplify
arrangements, whether the overall quantum is appropriate, and
how well the interests of management are aligned with those of
shareholders. We consulted with our major shareholders to
understand their views on the current policy, as well as on
potential alternative structures.

Since this review commenced, there have been many
developments in the debate about the future direction of
executive remuneration in the UK, particularly within fi nancial
services. There have been initial contributions to the debate
from many stakeholders, including shareholders and their
representatives, Government, Parliament and research
bodies. We are conscious that there may be further signifi cant
developments in these discussions over coming months and
with an autumn year end, Brewin Dolphin will be one of the fi rst
companies to have its triennial 2017 AGM vote on the Directors’
Remuneration Policy. As such, we have concluded that it may be

2016 Highlights
– Directors' Remuneration Policy being presented without
any material changes to the triennial AGM vote in 2017.

– Executive Directors' base salaries reviewed and revised
during the year to re-position to market levels and to
refl ect that there has been no increase in base salary
since their appointment in 2013.

– Good performance in the context of poor market

environment experienced in the fi rst half of the year
results in an annual bonus payout of 60% of maximum.

In this section
Summary Remuneration Report
Directors’ Remuneration Policy
Annual Report on Remuneration

76
77
83

74 Brewin Dolphin Holdings PLC

premature to introduce any significant changes to the Directors’
Remuneration Policy when it is not yet clear where external views
and market practice on executive pay will settle.

The current Directors’ Remuneration Policy will therefore be
submitted to the 2017 AGM for approval without any material
changes. The existing policy continues to take account of best
practice guidelines and received a vote of 96% in favour when
it was introduced at the 2014 AGM. Key features of the Policy
include the following:

– Executive Directors do not participate in pension benefit or

pension allowance, and there are no significant fringe benefits.

– There is a clear link to business strategy in the performance
metrics we use in both short and long term incentive plans.
Both the bonus and the Long Term Incentive Plan targets
are disclosed.

– A significant proportion of the annual bonus is subject to

compulsory deferral for three years.

– The LTIP is delivered in shares, and there is a post-vesting

holding period of two years.

– Executives are required to build and retain a significant

shareholding in the Company.

– Notice periods are six months.

A more detailed explanation of the Policy is set out on pages
77 to 82.

Review of base salaries
As we indicated in our last report, the Remuneration Committee
undertook a review of Executive Directors’ salaries during the year
as their base pay had not been increased since the appointment
of the current Executive Directors in 2013. In addition, their
pay had been positioned conservatively at that time. Market
benchmarking indicated that base pay had fallen further below
the market median level, particularly considering that the
Executive Directors do not receive a pension or material fringe
benefits in addition to their base salaries. Since appointment,
the Executive Directors have delivered good performance for
shareholders with current market capitalisation of £740m up
40% from 1 January 2013 (£530m). A proposal to increase
the Executive Directors' salary was discussed with our major
shareholders who were supportive of the proposed re-positioning,
which results in salaries remaining at or below median
benchmarking levels. The base salaries of David Nicol and
Andrew Westenberger were therefore increased by 21% and
25% to £425,000 and £375,000 respectively with effect from
1 June 2016.

Pay for performance
A Long Term Incentive Plan (LTIP) was introduced in 2014 with
the aim of further aligning Executive Directors’ incentives with the
long term interests of shareholders. The performance conditions
attached to the initial grant in February 2014 were challenging,
with Earnings per Share (“EPS”) compound annual growth targets
of 8% for threshold performance and 18% for full vesting, and
adjusted operating margin targets of 23% for threshold vesting
and 25% for full vesting (from a starting margin of 18.5% at the
end of September 2013). As a wealth management business, our
key financial targets are significantly impacted by the performance
of the financial markets and the impact of this is difficult to predict
when setting long-term financial targets. The EPS growth and
operating margin over the period September 2013 to September
2016 were below the threshold performance targets set for
the initial LTIP grant, and the vesting level for this award is
therefore 0%.The targets and the results achieved are
shown on page 88.

We have sought to strike the right balance between stretching
but achievable targets, taking into account our current business
plans, and the performance targets that will be applied to the
2016 LTIP award are set out on page 94.

Performance against the short-term financial targets set in
relation to the annual bonus plan for the year to September
2016 was good in the context of the poor market environment
experienced in the first half of the year, resulting in a pay-out of
50% of maximum bonus for this element. Performance against
the non-financial performance criteria in the annual bonus plan
was strong, resulting in a pay-out of 75% of the maximum bonus
for this element. Overall, this results in an annual bonus for the
Executive Directors of 60% of maximum bonus, which is a 10%
reduction in bonus award compared to the previous year. More
detail on the Committee’s assessment of Executive Directors’
performance against their annual bonus targets is set out on
page 86.

Paul Wilson
Chairman of the Remuneration Committee

29 November 2016

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Directors’ Remuneration Report continued

Summary Remuneration Report

Remuneration principles
The Directors’ Remuneration Policy is designed to enable the
recruitment, retention and motivation of talented leaders to
develop and implement our strategy and deliver long-term value
to shareholders. A summary of the main elements of the Policy is:

Fixed pay

Annual bonus

Base salary, life insurance and private
medical insurance
Maximum annual bonus of 150% of
base salaries, assessed against a
balanced scorecard of financial and
non-financial criteria

Long Term Incentive Plan Usually granted annually at a level of

100% of base salary. Vesting
dependent on the achievement of
financial performance criteria.

CEO – TOTAL PAY VS TSR

300

250

200

150

100

Summary of variable remuneration outcomes
for the year ended 30 September 2016

2008

2009

2010

2011

2012

2013

2014

2015 2016

Brewin Dolphin Holdings PLC TSR

Total Remuneration (£’000)

Director
David Nicol
Andrew Westenberger

% of maximum
bonus paid

Bonus paid
60% £337,500
60% £292,500

TSR VS FTSE

The LTIP award granted in February 2014 has lapsed and no
payment will be made.

Single total figure of remuneration
The single figure of remuneration for Executive Directors is set out
below. Full details of the component parts are on page 85.

Executive Director
David Nicol
Andrew Westenberger

Total remuneration
£000s
713
628

Remuneration compared to shareholder return
The graphs on the right show the Chief Executive’s single figure
of remuneration compared to total shareholder return (TSR) over
the eight year period to 30 September 2016, and the Company’s
TSR compared to the FTSE All Share Financial Services Index
over the same period. The current Chief Executive was appointed
in March 2013.

300

250

200

150

100

2008

2009

2010

2011

2012

2013

2014

2015 2016

Brewin Dolphin Holdings PLC TSR

FTSE All Share/Financials TSR

76 Brewin Dolphin Holdings PLC

Directors’ Remuneration Policy

This Directors’ Remuneration Policy (“Policy”) describes the policies, principles and structures that guide the Remuneration
Committee’s decision making process in the area of executive remuneration. If approved at the AGM in February 2017, it will apply
for a period of three years from the date of the 2017 AGM unless a revised Policy is put to shareholders before then.

There are no significant changes from the policy approved by shareholders at the AGM in 2014. One minor amendment has been
made: Executive Directors now benefit from Company funded private medical insurance premiums.

Remuneration principles and objectives
The primary objectives of the Policy are:

– To attract, retain and motivate talented Directors and senior management of the calibre required to manage the business

successfully, whilst seeking to avoid paying more than is necessary to meet this objective.

– To motivate and reward good performance.

– To meet relevant regulatory requirements, including the requirements of the FCA Remuneration Code so far as these apply

to the Group.

The main principles of the Policy are:

– To ensure that total remuneration is set at a level that is market competitive by benchmarking against relevant external comparators,

taking account of size, complexity, and sector, and to ensure that the overall package takes account of market practice.

– To maintain appropriate proportions of fixed and performance related pay, to help to drive performance over the short and longer

term, maintain a flexible cost base, and avoid creating incentives for excessive risk taking.

– To align incentive plans with the business strategy, prudent risk management, and shareholder interests.

– To achieve consistency with the general remuneration philosophy applied to the Group’s employees as a whole.

Summary of remuneration elements for Executive Directors

Element
Fixed pay

Purpose and
link to short and
long-term strategy
Provides a level of
fixed remuneration
sufficient to recruit
and retain necessary
talent, and to permit
a zero variable pay
award should that
be appropriate.

Operation, performance measures and periods, deferral and clawback
Executive Directors receive a base salary and can elect to benefit
from life insurance at a level of six times annual salary and private
medical insurance. Executive Directors can choose to sacrifice salary
into the Group’s defined contribution pension scheme. The Company
does not make any other pension contributions to the Executive
Directors.

Individual levels of Total Fixed Pay are reviewed annually, with
any increases normally effective from 1 January, unless there are
exceptional reasons for an increase at another time of the year. Any
increases are generally targeted at around the general level of salary
inflation in the Group, but may vary from this for exceptional reasons
such as a change in the individual’s role or responsibilities, or a need
to bring an individual’s remuneration to a market competitive level.

Maximum opportunity
Total Fixed Pay is
benchmarked against
relevant market levels of
aggregate fixed pay (i.e.
base salary+pension
contribution+benefits,
paid in the market),
and is targeted to
be not more than
the approximate
median of relevant
comparators.

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Directors’ Remuneration Report continued

Maximum opportunity
The maximum
individual award of
annual variable pay
is currently 150%
of base salary.

The normal maximum
annual award under
the LTIP rules is up to
100% of base salary
(in face value of shares
at grant), but may be up
to 150% in exceptional
circumstances.

Operation, performance measures and periods, deferral and clawback
Executive Directors are considered each year for a discretionary annual
variable pay award, which takes account of both Group and personal
performance. The main weighting is on Group financial performance.

Group performance is assessed primarily by reference to a ‘balanced
scorecard’ of Group financial key performance indicators (‘KPIs’) and
targets, which are set each year by the Remuneration Committee
based on the priorities for the year. The KPIs may include, for example,
profit before tax and net discretionary fund flow. Non-financial KPIs
may also be included in the scorecard, but non-financial performance
has a lower weighting than financial performance. For each KPI, there
is a threshold, target and ‘stretch’ (i.e. excellent) performance level; the
maximum annual variable pay is paid for stretch performance.

Executive Directors can choose to sacrifice part of their bonus into
the Group’s defined contribution pension scheme. The Company will
contribute 13.8% of the amount sacrificed into the employee’s pension,
which is equal to the amount of employer’s national insurance that
would have been due had the amount been paid as salary; this is cost
neutral to the Company.

In common with all other employees of the Group, a significant proportion
of variable pay is compulsorily deferred under the Deferred Profit Share
Plan (‘DPSP’) into Brewin Dolphin Holdings PLC (‘BDH’) Ordinary
Shares or nil-priced options over shares, which vest in one tranche,
normally after three years. The deferral policy for Executive Directors is
shown in the table below:

Portion of variable pay
Portion up to £50,000
Portion between £50,000 and
1 x fixed remuneration
Portion above 1 x fixed remuneration

What fraction is deferred?
None

One-third
Two-thirds

The Remuneration Committee may seek to clawback annual variable
pay in exceptional situations, such as misstatement of performance,
failure of risk management or serious misconduct.
Executive Directors will be eligible to be considered each year for a
conditional award over BDH shares, which will vest in one tranche,
normally no earlier than three years from the date of award. Vesting
will be subject to performance conditions and targets set prior to
each grant by the Committee. These performance conditions will
be related to financial performance (e.g. EPS growth and net
discretionary funds flow) and will be aligned to the business strategy.
For each performance metric used, there will be a threshold level of
performance at which no more than 25% of the portion of the award
relating to that KPI will vest, and a stretch level of performance, at
which 100% of the portion of the award relating to that KPI will vest.

Executive Directors will be required to hold net of tax vested shares
for a period of two years following vesting.

The Committee may seek to clawback LTIP in exceptional situations,
such as misstatement of performance, failure of risk management or
serious misconduct.

Element
Annual
variable pay
(Discretionary)

Purpose and
link to short and
long-term strategy
Rewards annual
Group and personal
performance, and,
through the use of
deferral into shares,
also aligns reward
with longer-term
performance.

Long Term
Incentive
Plan (‘LTIP’)
(Discretionary)

Rewards
achievement
of long-term
performance
objectives.

78 Brewin Dolphin Holdings PLC

Illustrations of the application of remuneration policy

£’000

1,600

1,400

1,200

1,000

800

600

400

200

28.55%

42.83%

23.65%

38.14%

28.50%

42.75%

23.59%

38.05%

100%

38.22%

28.61%

100%

38.37%

28.74%

Minimum

On-target

Chief Executive

Maximum

Minimum

On-target

Maximum

Fixed Pay

Annual Bonus

LTIP

Finance Director

The potential reward opportunities illustrated above were calculated using base salary effective from 1 June 2016. Illustrations are
intended to provide further information to shareholders regarding the pay for performance relationship; however, actual pay delivered
will be influenced by changes in share price and the vesting period of awards. The assumptions below have been made in compiling
the above charts:

Assumptions
Fixed pay

Annual bonus

LTIP

Minimum
Total fixed remuneration
as at 1 June 2016
No annual bonus payable

Zero vesting – threshold
not achieved

Target
Total fixed remuneration
as at 1 June 2016
On-target annual bonus of 100%
of base salary
Share award of 100% of base salary

Maximum
Total fixed remuneration
as at 1 June 2016
Maximum annual bonus of 150% of
base salary
Share award of 100% of base salary

Median vesting (62% of award)

Full vesting (100% of award)

Policy on share ownership
The Remuneration Committee has a policy of encouraging Executive Directors to acquire and retain a significant number of shares in
the Company with the objective of further aligning their long-term interests with those of other shareholders. The Committee determines
the requirement and reviews this periodically. The current limits are set out in the Annual Report on Remuneration.

How the views of shareholders are taken into account
The Remuneration Committee regularly compares the Policy with shareholder guidelines and takes account of the results of
shareholder votes on remuneration. The Remuneration Committee Chairman will consult with major investors ahead of any material
changes to the Policy, and along with the Company Secretary, is available to meet with institutional shareholders to discuss any of the
policy related disclosures or outcomes contained in this Directors' Remuneration Report.

Details of votes cast for and against the resolution to approve last year’s Remuneration Report are provided on page 93.

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Directors’ Remuneration Report continued

Consideration of employment conditions elsewhere in the Group
A consistent remuneration philosophy for employees is applied at all levels and the aggregate rate of base salary increase
for all employees is one of the factors considered when determining increases in fixed pay for Directors.

All employees are eligible for discretionary performance-related annual bonus and the principle of bonus deferral applies to annual
bonuses for employees whose bonuses exceed certain thresholds.

A formal employee consultation on remuneration is not operated; however, employees are able to provide direct feedback on the
Group’s remuneration policies to their managers or the Human Resources department and as part of an annual employee engagement
survey. The Group Human Resources Director is a standing attendee at Remuneration Committee meetings and presents regular
reports on people strategy, including the effectiveness of the Group’s remuneration policies and how they are viewed by employees.

Fixed ratios between the total remuneration levels of different roles in the Group are not applied, as this would prevent us from
recruiting and retaining the necessary talent in a highly competitive employment market.

Benchmarking
The Remuneration Committee takes account of market benchmark data when setting total remuneration packages for Executive
Directors and comparisons are made with other FTSE listed companies of similar size and business profile to the Group. Practices
in the wealth management sector and other related sectors are also considered. Benchmark data are used as a reference point,
alongside other factors such as the individual’s role, experience and performance, rather than as a direct determinant of pay levels.

Differences in remuneration policy for Executive Directors compared to other employees
The approach to remuneration for the Executive Directors is generally consistent with that for employees across the Group as a whole.
However, there are some differences which the Remuneration Committee believes are necessary to reflect the different responsibilities
of employees across the Group, and the need to recruit, retain and motivate employees in a variety of roles. For example, below
Executive Director level, the portion of annual variable pay that is deferred is structured differently and is capped at one-third rather
than the two-thirds deferral that applies to Executive Directors. Awards of market purchased shares are made to selected individuals
from time to time, excluding Executive Directors, which vest subject to continued service, to recognise individuals’ value to the Group
and to create further alignment with shareholders.

External non-executive director positions
Executive Directors are permitted to serve as non-executive directors of other companies, on the grounds that this can help to broaden
the skills and experience of the Director, provided there is no competition with the Group’s business activities and where these duties
do not interfere with the individual’s ability to perform his duties for the Group. The number of external directorships an Executive
Director can hold is limited to two non-executive directorships.

Where an outside appointment is accepted in furtherance of the Group’s business, any fees received are remitted to the Group.
If the appointment is not connected to the Group’s business, the Executive Director is entitled to retain any fees received.

80 Brewin Dolphin Holdings PLC

Approach to remuneration for new Executive Director appointments
The remuneration package for a new Executive Director would be set in accordance with the terms and maximum levels of the Group’s
approved remuneration policy in force at the time of appointment.

The Committee may also offer additional cash and/or share-based elements when it considers these to be in the best interests of the
Group and shareholders, for the purpose of replacing awards or potential foreseeable earnings which are forgone by the individual on
becoming an Executive Director. This includes the use of awards made under 9.4.2 of the Listing Rules. In considering any such
payments the Remuneration Committee would take account of the amount of remuneration forgone and the nature, vesting dates and
any performance requirements attached to the remuneration forgone. Shareholders will be informed of any such payments and the
rationale for these.

For an internal appointment, any deferred pay element awarded in respect of the prior role may be allowed to pay out according to its
terms, adjusted as relevant to take into account the appointment. In addition, ongoing remuneration obligations existing prior to
appointment may be permitted to continue where this is considered to be in the best interests of the Group and shareholders.

For external and internal appointments, the Group may meet certain relocation expenses as appropriate.

Service contracts and loss of office payments
Service contracts normally continue until the Executive Director’s agreed retirement date or such other date as the parties agree. The
service contracts contain provision for early termination.

In summary, the contractual provisions are:

Provision
Notice period
Termination payment in
the event of termination by
the Company without due
notice

Change of control

Detailed terms
Six months
Total Fixed Pay in respect of the unexpired period of contractual notice, in addition to any amounts to
which they are statutorily entitled. In certain cases, the Committee may also consider a discretionary
award of annual variable pay, subject to performance, in respect of the portion of any financial year that
the individual has been working with the Group, although not for the period of any payment in lieu of
notice or ‘garden leave’.
Same terms as above on termination.

The Group has power to enter into settlement agreements with executives and to pay compensation to settle potential legal claims.
Any outstanding share-based entitlements granted to an Executive Director under the Group’s LTIP or other share plans will be
determined based on the relevant plan rules. The default treatment is that any outstanding awards lapse on cessation of employment.
However, in certain prescribed circumstances, such as death, disability, redundancy, retirement or other circumstances at the discretion
of the Committee (taking into account the individual’s performance and the reasons for their departure), ‘good leaver’ status can be
applied. In such cases, the normal practice, unless there are exceptional circumstances, is for any LTIP awards held to be pro-rated for
the period of the performance period that has expired, and the performance conditions would continue to apply. Share awards under
the Deferred Profit Share Plan (‘DPSP’) will vest in full on the original vesting schedule. An Executive Director’s service contract may be
terminated without notice and without any further payment or compensation, except for sums accrued up to the date of termination,
on the occurrence of certain events such as gross misconduct.

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Directors’ Remuneration Report continued

Legacy arrangements
For the avoidance of doubt, the Directors’ Remuneration Policy includes authority for the Group to honour any commitments entered
into with current or former Directors that have been disclosed to shareholders in previous Remuneration Reports. Details of any
payments to former Directors will be set out in the implementation section of this report as they arise.

Policy for the Board Chairman and other Non-Executive Directors
Element
Board Chairman fee To pay a market competitive

Purpose and link to strategy

all-inclusive fee that takes
account of the role and
responsibilities.

Operation
The Board Chairman is paid a single fee for all
his responsibilities. The level of the fee is reviewed
periodically by the Committee, with reference to market
levels in comparably-sized FTSE companies, without
the Chairman being present.

Non-Executive
Director fees

To pay a market competitive
basic fee, and supplements
for significant additional
responsibilities such as
Committee Chairmanships.

The Non-Executives are paid a basic fee. There are
also supplements for Committee Chairmanships
and the Senior Independent Director (‘SID’).

The fee levels are reviewed periodically
by the Chairman and Executive Directors.

Maximum
The current maximum
aggregate fee for
Non-Executive Directors
is £700,000 per annum.
This is subject to
change periodically
though any increase in
aggregate fee would be
subject to approval by
shareholders.
As above.

Non-Executive Directors are engaged under letters of appointment; they do not have contracts of service and are not entitled to
compensation on early termination of their appointment. The Group can reimburse NEDs’ reasonable business expenses
(including tax thereon if applicable).

Compliance with the FCA Remuneration Code
The Remuneration Committee regularly reviews its Remuneration Policy’s compliance with the principles of the Remuneration Code of
the UK financial services regulator, as applicable to the Group. The Remuneration Policy is designed to be consistent with the prudent
management of risk and the sustained, long-term performance of the Group.

Application of the Policy
This Policy is intended to take formal effect from 3 February 2017 (the date of the Company’s AGM).

82 Brewin Dolphin Holdings PLC

Annual Report on Remuneration

This part of the Directors’ Remuneration Report explains how we have implemented our Directors’ Remuneration Policy during the
financial year to 30 September 2016. The policy in place for the year was approved by shareholders at the 2014 AGM. This Annual
Report on Remuneration will be subject to an advisory vote at the 2017 AGM. The financial information in this part of the Directors’
Remuneration Report has been audited where indicated.

Role and responsibilities of the Remuneration Committee
– Determines the remuneration policy for the Executive Directors.

– Approves the remuneration policy for the Group.

– Determines individual total remuneration for the Board Chairman and Executive Directors.

– Approves the individual total remuneration for members of the Executive Committee and any other employees designated as

Code Staff in accordance with the FCA Remuneration (with the exception of the Non-Executive Directors).

– Sets performance criteria for the Executive Directors and assesses their performance against such criteria when determining

the annual bonus payable to each Director.

– Approves the design of all share incentive plans, prior to recommendation to the Board and shareholders if required.

– Consults with the Risk and Compliance department at least annually to identify any concerns regarding the behaviour of any

individual or levels of risk within the business undertaken by them, to be taken into account in determining variable remuneration.

Committee composition
The Committee is made up of independent Non-Executive Directors and the Board Chairman, who was independent upon his
appointment. There is a cross-membership with the Board Risk Committee to help ensure that there is alignment between the Group’s
key risks and its remuneration policy.

Committee members
Paul Wilson (Chairman)

Simon Miller*

Ian Dewar

Caroline Taylor

Other Committees
Nomination Committee

Board Risk Committee

Regular attendees*
Representative of New Bridge Street, the
Committee’s external remuneration adviser

Nomination Committee (Chairman)

Chief Executive

Audit Committee (Chairman)

Group Human Resources Director

Board Risk Committee

Nomination Committee

Audit Committee

Finance Director

* No attendee is present when his own remuneration is being decided.

Committee attendance during the year

Members
Paul Wilson
Simon Miller
Ian Dewar
Caroline Taylor

3rd





Nov

12th

n/a



Committee meetings

Attendance*

Mar

Jun

Sept

25th










100%
100%
100%
100%

* % of meetings entitled to attend. Simon Miller did not attend the meeting on 12 November as the purpose of the meeting was to review the Chairman’s fees.

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Directors’ Remuneration Report continued

Committee activities during the year
Committee meeting date
3 November 2015

Activity
– Reviewed an update on the year-end performance review process for Group employees.

– Reviewed an update on the European Banking Authority remuneration policies consultation.

– Initial discussion of Executive Directors’ performance against non-financial performance criteria.

– Reviewed Executive Directors’ fixed remuneration levels.

12 November 2015

– Received a report from the Group Head of Risk and Compliance.
– Reviewed the Chairman’s fees and approved an increase to £180,000 per annum with effect from

1 January 2016.

25 November 2015

– Reviewed the adjustments made to individuals' variable remuneration in relation to conduct risk during

the year.

– Approved the 2015 grants under the Deferred Profit Share Plan, Long Term Incentive Plan and

the Equity Award Plan.

– Approved individual compensation for Material Risk Takers.

– Agreed the 2015 annual bonuses for the Executive Directors.

– Approved the performance criteria for the Executive Directors’ 2016 annual bonus and the 2015 LTIP award.

– Approved the Pillar 3 disclosures.

– Considered the results of the performance evaluation for the Remuneration Committee.

15 March 2016
22 June 2016

– Approved the Directors’ Remuneration Report.
– Reviewed the Directors’ Remuneration Policy.
– Debated potential changes to the Directors’ Remuneration Policy and agreed the basis for consultation

with shareholders.

– Reviewed the Remuneration Committee’s terms of reference.

– Considered the feedback from the shareholder consultation on changes to the Executive Directors’ fixed

remuneration and approved an increase with effect from 1 June 2016.

29 September 2016

– Received an update on the latest developments in relation to the Investment Association Working Group and

pay regulation.

– Considered feedback from the shareholder consultation on the Directors’ Remuneration Policy.

– Approved the list of employees identified as material risk takers in relation to the FCA Remuneration Code.

84 Brewin Dolphin Holdings PLC

Total remuneration for the financial year to 30 September 2016 (Audited)

£’000
Executive Directors
Stephen Forda

David Nicol

Andrew
Westenberger

2016
2015
2016
2015

2016
2015

Non-Executive Chairman
Simon Miller

2016
2015

Non-Executive Directors
Kath Catesb

Ian Dewar

Angela Knightc

Caroline Taylor

Paul Wilson

Previous Directors
Sir Stephen
Lamport
Michael Williams

Total
Total

2016
2015
2016
2015
2016
2015
2016
2015
2016
2015

2015
2015

2016
2015

Salary &
Fees

Benefits1

Pension2

Annual
Bonus3

Long Term

Incentive4

Compensation
for loss
of office5

Other6

Total

80
300
375
350

325
300

175
160

62
39
60
60
70
72
56
50
60
60

20
63

1,263
1,474

1
3
1
–

3
3

–
–

–
–
–
–
–
–
–
–
–
–

–
1

5
7

–
–
–
–

7
–

–
–

–
–
–
–
–
–
–
–
–
–

–
–

7
–

81
300
337
350

293
300

–
–

–
–
–
–
–
–
–
–
–
–

–
74

711
1,024

–
n/a
–
n/a

n/a
n/a

n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a

n/a
n/a

–
–

162
n/a
n/a
n/a

n/a
n/a

n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a

n/a
n/a

162
–

–
11
n/a
n/a

n/a
n/a

n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a

n/a
n/a

–
11

324
614
713
700

628
603

175
160

62
39
60
60
70
72
56
50
60
60

20
138

2,148
2,516

Note 1: Executives can elect to use part of their total fixed remuneration to fund benefits including Permanent Health Insurance and these amounts are disclosed as part of

the ‘salary and fees’ figure. Benefits relate to death in service insurance and private medical insurance.

Note 2: Executives can elect to sacrifice part of their annual bonus into the Group’s defined contribution pension scheme. Where employees choose to do this, the Company
contributes 13.8% of the sacrificed amount, equal to the employer’s national insurance that would have been due had the amount been paid as salary. Sums
sacrificed from bonus have been shown in the bonus column, with the related employer contribution of 13.8% shown in the pension column.

Note 3: This relates to the payment of the annual bonus for the year ending 30 September 2016. Annual bonus is subject to a mandatory deferral policy as set out on page

78, other than Stephen Ford who received the full amount in cash as set out on page 88.

Note 4: There are no long term incentives vesting to Executive Directors during the relevant period. Awards granted under the Deferred Profit Share Plan are included in the

bonus amount disclosed in the year awarded.

Note 5: Stephen Ford received a payment of £148,404 in relation to his notice period to 6 July 2016 following his departure from the Board on 7 January 2016. He also

received a statutory redundancy payment of £9,737.50 and a contribution towards legal fees of £3,500. Further details of payments made to Stephen Ford can be
found on page 93.

Note 6: Relates to dividend equivalent payments made under the Deferred Profit Share Plan.
Note a: Left the Board on 7 January 2016.
Note b: 2015 comparator figure reflects that Kath Cates served less than the full year to 30 September 2015 as she was appointed on 14 December 2014.
Note c: In addition to the fees set out on page 82 in relation to her Brewin Dolphin Holdings PLC directorship, Angela Knight receives an annual fee of €30,000 in relation to

her acting as Chairman of Tilman Brewin Dolphin Limited (TBD), the Group’s Irish subsidiary. She was appointed to the Board of TBD on 2 April 2016.

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Directors’ Remuneration Report continued

Base salary review (Audited)
The Executive Directors’ salaries were reviewed during 2016 and shareholders were consulted on a proposal to re-position David
Nicol and Andrew Westenberger’s salaries to a competitive level in line with the Directors’ Remuneration Policy. Executive Directors’
base salaries have not been increased since their appointment in 2013 and their pay had been positioned conservatively at that time.
In determining an appropriate level of increase, the Remuneration Committee has taken into account the performance and experience
of the individuals, the market rate for the roles (by reference to other companies of a similar size and complexity) and the impact of the
salary increase on other elements of the remuneration package. The salary increases are also intended to assist with retention, and in
recognition that should new incumbents to executive director roles need to be recruited in the future, a significantly higher salary than
those previously paid would be needed to attract strong candidates. The shareholders consulted on this proposal were supportive and
the base salaries of the Executive Directors were increased as set out below. The increase was effective on 1 June 2016 following the
conclusion of the shareholder consultation as the Committee did not consider it appropriate to apply the increase retrospectively to
1 January 2016.

David Nicol
Andrew Westenberger

Salary as at
30 September
2016
£425,000
£375,000

Salary as at
30 September
2015
£350,000
£300,000

Change
21%
25%

Annual variable pay outcomes for 2016
Annual bonuses for the Executive Directors are determined by the Committee based on an assessment of performance relative to Key
Performance Indicators (‘KPIs’) which are selected to achieve a direct relationship between progress towards the Group’s strategic
goals and the bonuses that are awarded. Stephen Ford received a bonus in respect of the period he worked up to and including
7 January 2016.

Performance against financial criteria

Key Performance Indicator
Profit before tax1

Threshold
25% of total
fixed pay
£54.2m

On-target 100%
of total fixed
pay
£64.3m

Maximum
150% of total
fixed pay
£71.0m

Weighting
20%

Actual for year
ending 30
September
2016
£61.0m

% of maximum
bonus awarded
for this criterion Comment

50% Targets set in

relation to prior
year performance
and budget

Operating margin1

20%

23%

24%

21.6%

45% Targets set in

relation to prior
year performance
and budget

Discretionary fund inflow

20%

2.5%

5.0%

7.5%

4.4%

55% Targets set in

Outcome (straight average)

1 Adjusted for exceptional items.

relation to prior
year performance
and budget

50%

86 Brewin Dolphin Holdings PLC

Performance against non-financial criteria

Criteria (equally weighted)
Strategic Projects
(read more about strategic progress
on pages 28 to 29)

Commentary on performance
Good progress with the implementation of the organic growth strategy;
strong growth in gross inflows (£2.4bn up from £2.1bn in prior year),
with net inflows impacted by effects of prior year restructuring.

% of maximum
bonus awarded
for this criteria
90%

70%

60%

80%

Successful completion of the Stocktrade divestment with net gain
higher than expected through successful management of exit costs.

Successful implementation of strategic enablement projects.
New customer satisfaction survey launched with excellent overall client
service scores (see page 26 for more details).

Client persistency (e.g. retention of funds under management) performance
good, though impacted by prior year restructuring activities.

Successful implementation of ARC (Asset Risk Consultants) across
our Agent portfolios, enabling external validation of our risk-weighted
performance which compares favourably to our peers.
Completion of several projects to strengthen the risk management and
compliance framework including cyber risk, conduct risk, upgrade of
anti-money laundering policy and compliance with the Market
Abuse Regulation.

Work ongoing on key projects to prepare for the impact of new regulatory
issues including MIFID II and the Senior Managers Certification Regime.
Increase in employee engagement score from 76% in the prior year to 78%,
three percentage points ahead of the financial services industry benchmark.

Successful implementation of ‘SuccessFactors’, the new Human Resources
system which has provided great opportunities for line managers to access
data seamlessly for staff with the provision of online reviews, reward data,
recruitment, and learning and development.

Growth training to support adviser business development capability
combined with follow on mentoring and coaching.

Building on Aspire Managers seminar series to include unconscious bias,
handling difficult conversations and achieving effective performance reviews.

Client Service

Risk Management and Compliance

Talent (read more about our people related
achievements on pages 46 to 48)

Outcome (straight average)

Overall outcome

Criteria
Financial
Non-financial
Total

75%

Weighting
60%
40%

% of maximum
bonus awarded
50%
75%
60%

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Directors’ Remuneration Report continued

Bonus outcomes (Audited)

Based on their assessment of performance, the Committee has awarded the following annual bonuses to Executive Directors, with the
split between cash and deferred shares as indicated in the table below:

Name
David Nicol
Andrew Westenberger
Stephen Ford2

Role
Chief Executive
Finance Director
Head of Wealth and Investment Management

Cash
£241,667
£211,667
£81,000

Deferred
Shares1
£95,833
£80,833
–

Total
£337,500
£292,500
£81,000

% of base
salary
90%
90%
102%

1 See deferral table below.
2 Stephen Ford received a bonus in relation to the period worked until his departure from the Board (1 October 2015 to 7 January 2016) which was not subject to deferral

and was based on his performance during the performance year until his departure.

The maximum annual bonus for each individual Executive Director is 150% of base salary.

Annual bonus awards are delivered part in cash and part in deferred shares that vest after three years:

Portion of variable pay
Up to £50,000
Between £50,000 and 1 x fixed remuneration
Above 1 x fixed remuneration

Fraction deferred
None
One-third
Two-thirds

The Committee has the discretion to adjust the final outcome upwards or downwards in the event that an exceptional event outside the
Executive Directors’ control occurs which, in the Committee’s opinion, materially affects the bonus out-turn. There were no such events
during 2016.

Both cash and share elements of the bonus are subject to clawback. Please see the Directors’ Remuneration Policy table for further details.

LTIP outcome in 2016

The Executive Directors received a conditional share award granted under the Long Term Incentive Plan following its approval by
shareholders in February 2014. The performance period for the initial grant was the three years to 30 September 2016 and
performance against the criteria set is shown below:

Criteria
Adjusted EPS CAGR1
Adjusted Operating Margin1

1 Adjusted for exceptional items.

Weighting
50%
50%

Threshold
target
8%
23%

Full vesting
target
18%
25%

Actual for
year ending
30 September
2016
5%
22%

% of award to
vest
0%
0%

88 Brewin Dolphin Holdings PLC

Chief Executive pay for performance comparison
The graph below shows the total shareholder return (TSR) of the Company compared with the index over the eight year period to
30 September 2016. The Remuneration Committee believes that the FTSE All Share – Financial Services Index is the most appropriate
comparator as it is the index that encompasses most of our key competitors. TSR is calculated assuming dividends are re-invested
on receipt.

TSR

300

250

200

150

100

2008

2009

2010

2011

2012

2013

2014

2015

2016

Brewin Dolphin Holdings PLC TSR

FTSE All Share/Financials TSR

The total remuneration figure for the Director undertaking the role of Chief Executive during each of the previous eight financial years
is shown below. The total remuneration figure includes the annual bonus which was awarded based on performance in those years.
Where this bonus was subject to deferral, it is shown in the year in which it was awarded. The annual bonus is shown as a percentage
of the maximum for 2013 to 2016 only as there was no maximum amount for bonus in the preceding years. No long-term incentive
awards vested to the highest paid Executive Director during the period.

Year ending September

Total Remuneration (£’000)
Annual bonus (% max)*
LTIP vesting (% of award)**

2009
589
n/a
n/a

2010
643
n/a
n/a

2011
593
n/a
n/a

2012
557
39
n/a

2013
577
63
n/a

2014
770
80
n/a

2015
702
67
n/a

2016
713
60
0

* The maximum bonus was reduced from 200% of fixed salary to 150% of fixed salary as part of the changes to the policy for Executive Directors’ remuneration approved

by shareholders in 2014.

** The first LTIP award was granted in February 2014, relating to the performance period ended 30 September 2013.

The movement in the salary and annual bonus for the Chief Executive, who is the highest paid Director, between the current
and previous financial year compared to that for the average UK employee is show below. Rather than having separate base salary,
pension and benefit components, Executive Directors and other senior staff receive a total fixed pay sum which they can receive part
as a defined pension contribution and/or benefits such as car benefit or long-term illness/disability insurance. More junior staff receive
a base salary and pension contributions additionally. As such, an analysis of the movement in benefits for the Chief Executive and the
average employee was not considered to be practical or meaningful and has not been included in the below comparison.

Chief Executive (£)
– salary
– bonus
Average per employee (£)
– salary
– bonus

2015

2016

% change

350,000
350,000

375,000
337,500

46,427
27,051

49,347
27,759

7%
-4%

6%
3%

brewin.co.uk 89

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Directors’ Remuneration Report continued

Directors’ share interests (Audited)

Outstanding share options and conditional share awards

The tables below sets out details of Executive Directors’ outstanding share awards (which will vest in future years subject to performance and/
or continued service).

Share options:

David Nicol

Scheme

Grant date

Exercise
price

DPSP 05/12/2013 0.00p
DPSP 04/12/2014 0.00p
DPSP 03/12/2015 0.00p

Total
Andrew Westenberger

DPSP 05/12/2013 0.00p
DPSP 04/12/2014 0.00p
DPSP 03/12/2015 0.00p

Total
Stephen Ford

DPSP 06/12/2012 0.00p
DPSP 05/12/2013 0.00p
DPSP 04/12/2014 0.00p
DPSP 03/12/2015 0.00p

Total

Conditional share awards:

David Nicol

Scheme

Grant date

LTIP
LTIP
LTIP

26/02/2014
04/12/2014
03/12/2015

Total
Andrew Westenberger

LTIP
LTIP
LTIP

26/02/2014
04/12/2014
03/12/2015

Total
Stephen Ford

LTIP
LTIP
LTIP

26/02/2014
04/12/2014
03/12/2015

Total

1 Or date of resignation if earlier.

Number of
shares at
1 October
2015

Granted
during
year

Exercised
during
year

Lapsed
during
year

Number of
shares at

30 September
20161

End of
performance
period

Maturity/

vesting date Exercise period

29,584
50,714

–
–
– 37,174
80,298 37,174

45,065
42,646

–
–
– 30,978
87,711 30,978

108,506
69,398
42,646

–
–
–
– 30,978
220,550 30,978

–
–
–
–

–
–
–
–
–

–
–
–
–

–
–
–
–
–

29,584
50,714
37,174
117,472

45,065
42,646
30,978
118,689

108,506
69,398
42,646
30,978
251,528

Number of
shares as at
1 October
2015

Granted
during
year

Exercised
during
year

Lapsed
during
year

Number of
shares at

30 September
20161

104,916
121,023

–
–
– 130,111
225,939 130,111

89,928
103,734

–
–
– 111,524
193,662 111,524

–
–
–
–

104,916
121,023
130,111
356,050

89,928
103,734
111,524
305,186

89,928
103,734

–
–
– 111,524
193,662 111,524

– 19,282
– 48,838
– 85,882
– 154,002

70,646
54,896
25,642
151,184

n/a 05/12/2016 05/12/2019
n/a 04/02/2017 04/02/2020
n/a 03/12/2018 03/12/2021

n/a 05/12/2016 05/12/2019
n/a 04/12/2017 04/02/2020
n/a 03/12/2018 03/12/2021

n/a 06/12/2015 05/12/2018
n/a 05/12/2016 05/12/2019
n/a 04/02/2017 04/02/2020
n/a 03/12/2018 03/12/2021

End of
performance
period

Vesting date

30/09/2016 26/02/2017
30/09/2017 04/12/2017
30/09/2018 03/12/2018

The share price at 30 September 2016 was £2.638.

90 Brewin Dolphin Holdings PLC

Beneficial Interests

To further align the interests of Executive Directors with shareholders, Executive Directors are required to build up a shareholding
through the retention of shares vesting under the Group’s share incentive plans. As part of the review of the Directors’ Remuneration
Policy during the year, the minimum shareholding requirement was increased to 150% of base salary for the Chief Executive. The
minimum shareholding requirement for other Executive Directors is 100% of base salary. The Executive Directors are expected to
build up this shareholding within five years of their appointment to the Board (January 2013 and March 2013 for Andrew Westenberger
and David Nicol respectively). Shares that count towards these guidelines include shares owned outright by the Executive Director, an
amount equal to net of tax unvested awards granted under the DPSP as they are unfettered by performance criteria, and net of tax
LTIP awards that have vested.

Director
Kath Cates
Ian Dewar
Stephen Ford
Angela Knight
Simon Miller
David Nicol
Caroline Taylor
Andrew Westenberger
Paul Wilson

* Or date of resignation if earlier.

Beneficially
owned at

30 September
2016*
2,500
6,358
114,039
4,790
75,000
83,000
5,000
25,000
8,596

Percentage of
shareholding
target held
n/a
n/a
217%
n/a
n/a
68%
n/a
71%
n/a

As at 30 September 2016

Outstanding
Deferred Profit
Share Plan
awards
–
–
251,528
–
–
117,472
–
118,689
–

Outstanding
Long Term
Incentive Plan
awards
–
–
151,184
–
–
356,050
–
305,186
–

Beneficially
owned at

29 November
2016*
2,500
6,358
114,039
4,790
75,000
83,000
5,000
25,000
8,596

Beneficially
owned at
30 September
2015
2,500
6,358
114,039
4,790
65,000
73,000
2,500
–
8,596

Deferred bonus
The Executive Directors receive part of their annual variable pay under the DPSP as a deferred award in BDH shares, normally in the
form of options with a zero exercise price. These options are subject to service conditions and vest in one tranche three years from the
date of grant.

Share Incentive Plan (‘SIP’)
The Group has a Share Incentive Plan. Employees may use funds from their gross salary up to a maximum of 10% of their gross
salary in regular monthly payments (being not less than £10 and not greater than £150) to acquire Ordinary Shares in the Company
(‘Partnership Shares’). Partnership Shares are acquired monthly. For every Partnership Share purchased, the employee receives one
matching share up to a total value of £20. All shares to date awarded under this scheme have been purchased in the market on a
monthly basis; it is the intention of the Directors to continue this policy in the year to September 2017.

Dilution
By agreement with shareholders, the aggregate number of shares which may be issued at any date of grant, when aggregated with
shares issued or issuable pursuant to options or awards granted in the preceding 10 years under any employee share plan operated by
the Group other than the Senior Employee Matching Plan ('SEMP’), shall not exceed 10% of the issued share capital.

The current cumulative dilution level over the 10-year period to 30 September 2016 is 2.43%. This includes 0.09% issued under the
Senior Employee Matching Plan (under which there are no outstanding awards).

brewin.co.uk 91

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Directors’ Remuneration Report continued

Material contracts with Directors
There were no material contracts between the Group and the Directors. The Directors undertake transactions in stocks and shares in
the ordinary course of the Group’s business for their own account. The transactions are not material to the Group in the context of its
operations. £nil was outstanding in respect of these transactions at 30 September 2016 and 30 September 2015.

Total pension entitlements
Executive Directors may opt to waive part of their aggregate fixed pay amount and receive an equivalent pension contribution instead.
They may also receive part of their annual bonus in the form of pension contribution.

Defined Contribution Scheme
Executive Directors may join the Group Defined Contribution Scheme. Andrew Westenberger and David Nicol have not made contributions to
the scheme and do not receive any benefit from the Company under the scheme.

Defined Benefit Scheme (Audited)
Entry to the Group Defined Benefit Scheme was withdrawn in 2004 for new staff members. Stephen Ford remained an active member
of this scheme as at the date of his departure from the Board on 7 January 2016.

Details of the total pension entitlements at the year-end are as follows:

Stephen Ford

Pension rights at
the end of the
accounting period
£2,731

Normal
retirement age
65

Description of any
additional early retirement
benefits that the Director
could receive in the event
the Director retires early
n/a

Pension related benefits
from the scheme in the
breakdown of the pension
benefits from the ‘single total
figure of remuneration’ table
£320

CPI inflation for the year to 30 September 2016 was –0.1% so an inflation rate increase of 0% was used.

Death-in-service benefits
Executive Directors are eligible for death-in-service benefit cover which is equal to six times their individual fixed remuneration.

Relative importance of the spend on pay (Audited)

Staff costs
Dividends

Average salary and bonus per employee has increased by 6% and 3% respectively (see page 89).

2015
£’000
143,670
32,212

2016
£’000
141,217
35,309

% change
-2%
10%

92 Brewin Dolphin Holdings PLC

Payments made to departing Directors (Audited)
Stephen Ford stepped down from the Board with effect from 7 January 2016. In accordance with Stephen Ford’s service agreement
and with the Company’s Remuneration Policy, the following was agreed:

Notice period

Stephen Ford continued to be paid his salary and enjoy his contractual benefits during his
notice period to 6 July 2016.

Statutory Redundancy Pay

Stephen Ford was paid a Statutory Redundancy Payment of £9,738.

2015/16 variable pay award

Following the end of the notice period, Stephen Ford was paid an award of annual variable
pay for performance in the 2015/2016 financial year in respect of the period worked up to
and including 7 January 2016, in the amount of £81,000.

Benefits

Brewin Dolphin will pay private medical scheme premiums until 31 December 2016.

Deferred Profit Share Plan (‘DPSP’)

In accordance with the rules of the DPSP, awards made under the DPSP will vest on their
original vesting dates as follows:

No. of shares
69,398
42,646
30,978

Vesting date
5 December 2016
4 December 2017
3 December 2018

Long Term Incentive Plan (‘LTIP’)

In accordance with the rules of the LTIP, a pro-rated number of shares (calculated up to 6 July
2016) will vest as follows, conditional upon the LTIP performance criteria being satisfied:

Pro-rated shares
70,646
54,896
25,642

Vesting date
26 February 2017
4 December 2017
3 December 2018

Legal fees

Stephen Ford received a total contribution of £3,500 (exclusive of VAT) towards legal fees
incurred in connection with his departure.

External advisers
The Remuneration Committee is advised by New Bridge Street (‘NBS’), appointed by the Committee. NBS is a member of the
Remuneration Consultants Group and abides by its Code of Conduct which requires its advice to be impartial and objective.
The total fees paid to NBS in respect of its services to the Committee during the year were £51,497.

External directorships
Details of external directorships held by the Executive Directors during the year and any fees that they received in respect of their
services are shown below.

David Nicol

Company
Hermes Property Unit Trust

Position
Member of Appointment Committee

FY2016
£27,500

FY2015
£27,500

Statement of shareholder voting
The Directors’ Remuneration Policy and the Annual Report on Remuneration received the following votes from shareholders:

Votes cast in favour
Votes cast against
Total votes cast
Abstentions

Remuneration
Policy
(2014 AGM)
168,569,707
6,143,183
174,712,890
1,914,199

Annual Report on
Remuneration
(2016 AGM)
96.5% 196,905,498
579,037
197,484,535
24,494

3.5%

%
99.7%
0.3%

brewin.co.uk 93

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Directors’ Remuneration Report continued

How the policy will be applied in 2017 onwards

(i) Fees for the Chairman and Non-Executive Directors

As detailed in the Remuneration Policy, the Group’s approach to setting Non-Executive Directors’ remuneration is with reference to
market levels in comparably sized FTSE companies, levels of responsibility and time commitments. The Chairman’s fee was reviewed
in October 2016 and it was agreed that the current fee remains competitive and will therefore be unchanged for 2016/2017.

The Non-Executive Directors’ fees are reviewed periodically by the Board and were last revised in October 2014. Following a review of
market benchmark data and in recognition of the increasing time commitment and responsibility required from Non-Executive Directors,
particularly in the financial services industry, the Board concluded that the Non-Executive Directors’ fees should be increased.

A summary of fees at the year-end and with effect from 1 January 2017 is:

Chairman
Base fee
Senior Independent Director
Committee Chairman

1 January 2017
£180,000
£60,000
£10,000
£10,000 – £15,000

30 September 2016
£180,000
£50,000
£10,000
£5,000 – £12,000

30 September 2015
£160,000
£50,000
£10,000
£5,000 – £12,000

(ii) Performance targets for the 2016/17 annual bonus, and LTIP awards to be granted in 2017 financial year

For the 2017 financial year, the annual bonus will be based on performance against a balanced scorecard comprising four Key
Performance Areas: profit before tax (20% weighting); adjusted operating profit margin (20% weighting); discretionary funds under
management inflow (20%); and personal performance/non-financial targets (40%). Profit and margin will be adjusted to exclude the
impact of exceptional items.

The LTIP awards granted in the 2017 financial year will be subject to two separate performance conditions, each accounting for
one-half of the award. The performance conditions are as follows:

Performance metric
Adjusted EPS Compound
Annual Growth Rate (‘CAGR’)
Average Annual Discretionary
FUM growth (‘FUM’)

Weighting
(each measured
independently)

Threshold
(25% vesting)

Stretch
(100% vesting)

50%

15%

2.5%

7.5%

Measurement period
CAGR measured over the three financial years 2016/17,
2017/18, and 2018/19, using 2015/16 as the base year.
Average over the three financial years
2016/17, 2017/18 and 2018/19.

These targets have been set with reference to market consensus and internal medium-term plans.

There is also a general underpin: the Committee will assess the overall health of the business and whether prudent risk management
has been applied and may scale back the vesting level if it considers this to be appropriate.

Approval
This Directors’ Remuneration Report, including both the Policy and Annual Remuneration Report, has been approved by the Board
of Directors.

Signed on behalf of the Board of Directors

Paul Wilson
Chairman of the Remuneration Committee

29 November 2016

94 Brewin Dolphin Holdings PLC

Other Statutory Information

Index to principal Directors’ Report and Listing Rule disclosures

Relevant information required to be disclosed in the Directors’ Report and as set out in Listing Rule 9.8.4 R (information to be included
in the Annual Report and Accounts) may be found in the following sections:

Information
Business Review
Principal Risks and Uncertainties
Disclosure information to auditor
Directors in office during the year
Dividend recommendation for the year
Directors’ indemnities
Corporate responsibility
Greenhouse gas emissions
Financial instruments – risk management
objectives and policies
Future developments of the Company
Employment policies and employee
involvement
Structure of share capital, including
restrictions on the transfer of securities,
voting rights and significant shareholders
Rules governing the appointments of
Directors
Powers of Directors
Rules governing changes to the Articles of
Association
Shareholder waiver of dividends

Section in Annual Report
Strategic Report
Strategic Report
Other Statutory Information
Corporate Governance Report
Chairman’s Statement
Other Statutory Information
Strategic Report
Other Statutory Information
Notes to the financial statements

Strategic Report
Strategic Report

Other Statutory Information

Corporate Governance Report

Corporate Governance Report
Other Statutory Information

Pages
22-27, 30-32 and 38-45
33-37
98
57
21
95
46-49
97
148-155

22-27
46

55
96

Note 29 of the financial statements

146

The above information is incorporated by reference and together with the information on pages 95 and 99 forms the Directors’ Report
in accordance with section 415 of the Companies Act 2006.

Strategic Report
The Strategic Report is set out on pages 12 to 49 and was approved by the Board on 29 November 2016. It is signed on behalf of the
Board by David Nicol, Chief Executive.

Cautionary statement
The review of the business and its future development in the Annual Report has been prepared solely to provide additional information
to shareholders to assess the Group’s strategies and the potential for these strategies to succeed. It should not be relied on by any
other party for any other purpose. The review contains forward looking statements which are made by the Directors in good faith based
on information available to them up to the time of the approval of these reports and should be treated with caution due to inherent
uncertainties associated with such statements. The Directors, in preparing the Strategic Report, have complied with s417 of the
Companies Act 2006.

Directors’ indemnities
The Company has made qualifying third party indemnity provisions for the benefit of its Directors during the period and these remain in
force at the date of this report.

brewin.co.uk 95

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Other Statutory Information continued

Share capital
Details of the Company’s authorised and issued share capital, together with details of the movements therein, are set out in note 29 to
the financial statements. This includes the rights and obligations attaching to shares and restrictions on the transfer of shares.

The Company has one class of Ordinary Shares which carry no right to fixed income. There are no specific restrictions on the size of a
holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing
legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on
the transfer of securities or on voting rights.

Employee share plans
Details of employee share schemes are set out in note 33. Shares held by Computershare (Trustees) Limited abstain from voting. Under
the rules of the Group’s Share Incentive Plan (‘BDSIP’), shares are held in trust for participants by Equiniti Share Plan Trustees Limited
(the ‘Trustee’). Voting rights are exercised by the Trustee on receipt of the participant’s instructions; if no such instruction is received by
the Trustee then no vote is registered. No person has any special rights of control over the Company’s share capital and all issued
shares are either fully or nil paid. The Company has over the last three-year period, issued a total of 1.70% of its issued share capital of
Ordinary Shares in relation to the acquisition of businesses and client relationships.

Articles of Association
The Articles of Association may be amended by special resolution of the shareholders.

Substantial shareholdings
As at 30 September 2016, the Company had received notifications in accordance with the FCA’s Disclosures and Transparency Rule
5.1.2 of the following interests of 3% or more in the voting rights of the Company.

Shareholder
Royal London Asset Management
Aberforth Partners
Blackrock Inc.
FIL Limited
FIL Investment International
Aviva plc and its subsidiaries
Henderson Group plc
Legal & General

Date of notification
06/07/2016
18/07/2016
22/07/2014
25/04/2016
06/12/2012
14/12/2015
29/01/2016
28/11/2008

Number of voting rights
16,824,793
14,390,759
Below 5%
14,092,698
12,477,394
10,296,674
9,181,046
8,563,901

% of voting rights
5.95
5.08
Below 5
4.97
4.47
3.64
3.24
3.07

Annual General Meeting
The Annual General Meeting (‘AGM’) will be held at 11.30 am on 3 February 2017 at Haberdashers’ Hall, 18 West Smithfield, London
EC1A 9HQ. The Notice of Meeting will be posted to shareholders in January 2017.

Purchase of own shares
At the AGM on 5 February 2016, shareholders approved a resolution for the Company to make purchases of its own shares to a
maximum of 10% of its issued Ordinary Shares. This resolution remains valid until the conclusion of the next AGM in 2017. As at
29 November 2016 the Directors had not used this authority.

Employees
The average number of persons, including Directors, employed by the Group and their remuneration, are set out in note 7 to the
financial statements. Other information about the Group’s employee engagement, diversity and inclusion policies is set out on pages
46 and 47.

96 Brewin Dolphin Holdings PLC

Greenhouse Gas Emissions (GHG)
The Group recognises its impact on the environment and strives to minimise it. As a financial services provider, our main environmental
focus is on our network of offices and employee travel. This is the third year the Group has reported as a quoted company under the
Companies Act 2006 (Strategic Report and Directors’ Reports) Regulations 2013.

Global GHG emissions for the period ended 30 September 2016

Emissions from:
Combustion of fuel and operation of facilities
Electricity purchased for own use
Fugitive emissions – refrigerant losses
Mobile combustion – business travel from leased assets
Company’s chosen intensity measurement:
Emissions per full time employee

Methodology and additional information

Tonnes of CO2e 2015/16
327
2,030
–
20

Tonnes of CO2e 2014/15
236
2,258
8.80
3.97

1.5

The table on this page reports the Group’s annual GHG emissions from sources which fall within the consolidated financial statements.
Included are most of the emission sources that the Group has responsibility for but some emission sources have been omitted based
on a lack of data and materiality. Details of the emissions which have been omitted are given in the ‘Emission sources not reported’
section below.

The Group has gathered energy use data (natural gas and electricity), refrigerants use as well as business travel mileage and has
applied emission factors from the July 2015 update to the Defra impact profile. This year, we have moved from consumed electricity
to generated electricity emission factors included in the Defra library and this has resulted in some discrepancies between figures in
the current reporting year and the comparison year. We did not undertake any replacements of our Direct Expansion system this year,
hence the refrigerant losses are zero. We have improved the way we collect data for our leased assets and have increased our
accuracy in reporting, differentiating by car size and fuel type. This has resulted in some discrepancy between the current year mobile
combustion figure and the comparison year, but will give us a more accurate basis for monitoring and reporting in future years.

Emission sources not reported

This section of the report details the emission sources that the Group has not reported on and the reasons for their exclusions.
Only a minority of the buildings the Group operates directly makes use of gas and this has been included in emissions from combustion
of fuel. It has not been possible to determine separate heat/steam usage as the Group mostly occupies premises under shared
occupancy and these costs are included in service charges.

Data quality

Our data for electricity as well as gas consumption comes from two main sources:

– consumption bills from suppliers/reports from property agents (exact data); and

– our approximations based on exact data (estimated data).

The Group has used estimated data in some cases due to the lack of complete data for electricity consumption. The section below
details the approach the Group has taken to complete these data gaps:

– Where buildings had incomplete electricity consumption figures for certain months over the current reporting period, a conservative
approach for estimating this data was chosen. The methodology used was to apply a daily consumption figure calculated by using
the month in the dataset with the highest electricity consumption to the months that had missing data.

– In cases where no electricity data was held, the methodology was calculated using the buildings with exact and complete data

to calculate average electricity consumption per square metre for each month in the current reporting period. The monthly average
consumption per square metre was used to estimate the monthly electricity consumption of buildings with no electricity data, based
on individual floor areas.

– In cases where gas consumption data for the current reporting period was unavailable, the previous year’s data was used as

an approximation.

brewin.co.uk 97

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Other Statutory Information continued

Auditor

Each of the persons who is a Director at the date of approval of this Annual Report confirms that:

– so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware; and

– the Director has taken all steps that he/she ought to have taken as a Director in order to make himself/herself aware of any relevant

audit information and to establish that the Company’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

Deloitte LLP has expressed its willingness to continue in office as auditor and a resolution to reappoint them will be proposed at the
forthcoming Annual General Meeting.

Approved for and on behalf of the Board

Louise Meads
Company Secretary
Brewin Dolphin Holdings PLC
Company Number: 2685806

29 November 2016

98 Brewin Dolphin Holdings PLC

Directors’ Responsibilities

The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law
and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors are required
to prepare the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the
European Union and Article 4 of the IAS Regulation and have also chosen to prepare the parent company financial statements under
IFRSs as adopted by the EU. Under Company law the Directors must not approve the accounts unless they are satisfied that they give
a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these
financial statements, International Accounting Standard 1 requires that Directors:

– properly select and apply accounting policies;

– present information, including accounting policies, in a manner that provides relevant, reliable, comparable and

understandable information;

– provide additional disclosures when compliance with the specific requirements in IFRSs are insufficient to enable users to understand

the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance; and

– make an assessment of the Company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that
the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company
and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.

Directors' responsibility statement

We confirm that to the best of our knowledge:

– the financial statements, prepared in accordance with International Financial Reporting Standards as adopted by the European
Union, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings
included in the consolidation taken as a whole;

– the strategic report includes a fair review 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; and

– the Annual Report and Financial Statements, taken as a whole, are fair, balanced and understandable and provide the information

necessary for shareholders to assess the Company’s performance, business model and strategy.

This responsibility statement was approved by the Board of Directors on 29 November 2016 and is signed on its behalf by:

David Nicol
Chief Executive

Andrew Westenberger
Finance Director

brewin.co.uk 99

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Independent Auditor’s Report to the members
of Brewin Dolphin Holdings PLC
Opinion on financial statements of Brewin Dolphin Holdings PLC

In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 30 September

2016 and of the Group’s profit for the year then ended;

– the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs)

as adopted by the European Union;

– the parent Company financial statements have been properly prepared in accordance with IFRSs; and

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the

Group financial statements, Article 4 of the IAS Regulation.

The financial statements comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company
Statements of Changes in Equity and the related notes 1 to 38. The financial reporting framework that has been applied in their
preparation is applicable law and IFRSs as adopted by the European Union.

Going concern and the Directors’ assessment of the principal risks that would threaten
the solvency or liquidity of the Group

As required by the Listing Rules we have reviewed the Directors’ statement regarding the appropriateness of the going concern basis
of accounting contained within note 3 to the financial statements and the Directors’ statement on the longer-term viability of the Group
on page 45.

We have nothing material to add or draw attention to in relation to:

– the Directors’ confirmation on page 59 that they have carried out a robust assessment of the principal risks facing the Group,

including those that would threaten its business model, future performance, solvency or liquidity;

– the disclosures on pages 35-37 that describe those risks and explain how they are being managed or mitigated;

– the Directors’ statement in note 3 to the financial statements about whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them and their identification of any material uncertainties to the Group’s ability to continue
to do so over a period of at least 12 months from the date of approval of the financial statements;

– the Directors’ explanation on page 45 as to how they have assessed the prospects of the Group, over what period they have done
so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that
the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including
any related disclosures drawing attention to any necessary qualifications or assumptions.

We agreed with the Directors’ adoption of the going concern basis of accounting and we did not identify any such material
uncertainties. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the
Group’s ability to continue as a going concern.

Independence

We are required to comply with the Financial Reporting Council’s Ethical Standards for Auditors and we confirm that we are
independent of the Group and we have fulfilled our other ethical responsibilities in accordance with those standards. We also confirm
we have not provided any of the prohibited non-audit services referred to in those standards.

Our assessment of risks of material misstatement

The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation
of resources in the audit and directing the efforts of the engagement team.

100 Brewin Dolphin Holdings PLC

Risk

REVENUE RECOGNITION

How the scope of our audit responded to the risk

As detailed in the summary of significant accounting policies
on page 115, revenue is earned from investment management
fees of £190.5m, commissions of £71.0m and other income
of £20.9m.

Investment management fees account for approximately 67% of
total revenue and are based on a percentage of individual clients’
funds under management. There is a risk that incorrect rates or
fund valuations are used to calculate management fees. The risk
of errors increases where manual amendments are made to
system calculated fees.

We tested the design, implementation and operating effectiveness
of relevant controls relating to investment management fees,
including the associated IT controls.

We selected a sample of quarterly investment management fee
calculations for individual clients and recalculated the system
generated amount. We agreed a sample of the rates used to client
contracts and the value of funds under management to third party
sources. Additionally, we tested a sample of manual fee
amendments to determine their validity in accordance with client
agreements and the Group’s policy.

IMPAIRMENT REVIEW OF INTANGIBLE ASSETS: CLIENT RELATIONSHIPS AND GOODWILL

Historically, the Group expanded through acquisitions leading
to goodwill and client relationships resulting in the recognition
of £71.4m (2015: £77.7m) of capitalised client relationships
and goodwill.

In assessing the intangible assets, we have reviewed the
calculations prepared by management to assess whether they
meet the requirements of IAS 36 “Impairment of Assets” and that
the assumptions and judgements made are appropriate.

As detailed in the summary of significant accounting policies on
page 115, intangible assets are reviewed for impairment at least
annually. This is considered to be a key source of estimation
uncertainty for the Group as described on page 123.

Determining whether these intangible assets are impaired requires
an estimation of the recoverable amount for each of the Group’s
cash-generating units (“CGUs”) and where the carrying amount
exceeds the recoverable amount an impairment should be
recorded. This assessment is driven by estimates of the fair value
of CGUs based on a percentage of funds under management.
The percentages used are inherently judgemental.

To do this, we have challenged the percentages management
have applied to market values of funds under management to
determine fair value, and validated these against percentages
derived from recent public acquisitions of fund management
businesses.

We tested the controls over the production of funds under
management data, designed to ensure its completeness
and accuracy.

We have also recalculated the sensitivity of the valuation of funds
under management which is disclosed in note 17.

ASSUMPTIONS UNDERLYING THE CALCULATION OF THE PENSION SCHEME LIABILITY

The Group has recognised a defined benefit pension deficit of
£7.0m (2015: £2.9m deficit). The deficit comprises assets of
£105.4m and liabilities of £112.4m.

The calculation of the liability is sensitive to changes in underlying
assumptions and is considered to be a key source of estimation
uncertainty for the Group as detailed on page 123.

The key assumptions are the discount rate, inflation rate and
mortality rate where small changes to these assumptions could
result in a material change to the pension liability valuation.

In order to evaluate the appropriateness of the assumptions used
by management, we have used our own actuarial experts to make
direct enquiries of the Group’s actuary and review the key actuarial
assumptions adopted in the IAS 19 (“Employee Benefits”) pension
valuation. In particular we compared the discount rate, inflation
rate and mortality assumptions to our independently determined
benchmarks derived using market and other data.

Last year, our report included three significant risks that have not been included in our report this year relating to estimation for
provisions for sundry claims and associated costs, onerous lease contracts and dilapidations, and the sale of the Stocktrade division.
Provisions for sundry claims and associated costs have reduced in the year and hence we have not reported it as a significant risk
above. The level of judgement required in estimating provisions for onerous lease contracts and dilapidations has reduced in the year
and hence we no longer consider there to be an associated significant risk of material misstatement. With the completion of the sale
of Stocktrade in April 2016, this is no longer considered to be a significant risk of material misstatement.

This year we have included a new significant risk relating to revenue. This reflects the relative amount of audit effort directed to testing
investment management fees. We do not consider the risk of material misstatement to have increased from the prior year.

brewin.co.uk 101

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Independent Auditor’s Report to the members of Brewin Dolphin Holdings PLC continued

Our application of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.

We determined materiality for the Group to be £2.485m (2015: £3.0m), which is 5% of profit before tax from continuing operations and
is consistent with our approach for the 2015 audit.

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £49,700 (2015: £61,000),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and
assessing the risks of material misstatement at the Group level.

The Group consists of the main trading subsidiary, Brewin Dolphin Limited, along with Tilman Brewin Dolphin Limited, and Brewin
Dolphin MP.

As Brewin Dolphin Limited makes up 97.5% of the Group’s revenue and its profit before tax is higher than the Group we have used
Group materiality of £2.485m.

The majority of the operations of the Group are based in the United Kingdom and are audited by Deloitte LLP. The only exception to
this is Tilman Brewin Dolphin Limited, an Irish company, which represents less than 2.5% of revenue and is audited by another Deloitte
member firm.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion:

– the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act

2006; and

– the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are

prepared is consistent with the financial statements.

Matters on which we are required to report by exception

Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:

– we have not received all the information and explanations we require for our audit; or

– adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received

from branches not visited by us; or

– the parent Company financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

102 Brewin Dolphin Holdings PLC

Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’ remuneration have not
been made or the part of the Directors’ Remuneration Report to be audited is not in agreement with the accounting records and
returns. We have nothing to report arising from these matters.

Corporate Governance Statement
Under the Listing Rules we are also required to review part of the Corporate Governance Statement relating to the Company’s
compliance with certain provisions of the UK Corporate Governance Code. We have nothing to report arising from our review.

Our duty to read other information in the Annual Report
Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the Annual
Report is:

– materially inconsistent with the information in the audited financial statements; or

– apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course of

performing our audit; or

– otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the
audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual
Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been
disclosed. We confirm that we have not identified any such inconsistencies or misleading statements.

Respective responsibilities of Directors and auditor

As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). We also comply with
International Standard on Quality Control 1 (UK and Ireland). Our audit methodology and tools aim to ensure that our quality control
procedures are effective, understood and applied. Our quality controls and systems include our dedicated professional standards
review team and independent partner reviews.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state
to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the
opinions we have formed.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable
assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an
assessment of: whether the accounting policies are appropriate to the Group’s and the parent Company’s circumstances and have
been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors;
and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual
Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently
materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we
become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Robert Topley FCA (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom

29 November 2016

brewin.co.uk 103

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Financial Statements

104 Brewin Dolphin Holdings PLC

Contents

Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Company Balance Sheet
Company Statement of Changes in Equity
Consolidated Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
1. General information
2. Application of new and revised International Financial Reporting

Standards (“IFRSs”), and changes in accounting policy

3. Significant accounting policies
4. Critical accounting judgements and key sources of

estimation uncertainty
Income

5.
6. Segmental information
7. Staff costs
8. FSCS levy
9. Profit for the period
10. Finance income and finance costs
11. Other gains and losses
12. Income tax expense
13. Discontinued operations
14. Dividends
15. Earnings per share
16. Intangible assets
17. Impairment
18. Property, plant and equipment
19. Investment in subsidiaries
20. Trade and other receivables
21. Defined benefit pension scheme
22. Net deferred tax asset
23. Investments
24. Cash and cash equivalents
25. Bank overdrafts
26. Trade and other payables
27. Provisions
28. Shares to be issued including premium and other deferred

purchase liabilities

29. Share capital
30. Own shares
31. Other reserves
32. Financial instruments and risk management
33. Share-based payments
34. Operating lease arrangements
35. Contractual commitments
36. Notes to the Cash Flow Statement
37. Post balance sheet events
38. Related party transactions

106
107
108
109
110
111
112
113
114
114
114

115
122

124
124
125
125
125
126
126
127
128
128
129
131
132
133
134
135
137
141
142
143
143
143
144
145

146
147
148
148
156
158
159
159
159
160

brewin.co.uk 105

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Note

2016
£’000

2015
£’000

5
5

7
7
8

10
11
10

15
15

280,484
1,866
282,350

280,196
3,495
283,691

(152,175)
(2,780)
–
(311)
(6,287)
(1,596)
(69,458)
(232,607)

49,743
514
(3)
(192)
50,062
(11,095)
38,967

(152,982)
(2,432)
1,160
(433)
(9,219)
–
(68,975)
(232,881)

50,810
907
9,712
(429)
61,000
(12,729)
48,271

11,395
50,362

(7,233)
41,038

50,362
50,362

41,038
41,038

14.4p
13.9p

17.7p
17.1p

18.6p
17.9p

15.0p
14.5p

Consolidated Income Statement
Period ended 30 September 2016

Continuing operations
Revenue
Other operating income
Income

Staff costs
Redundancy costs
FSCS levy rebate
Onerous contracts
Amortisation of intangible assets - client relationships
One-off migration costs
Other operating costs
Operating expenses

Operating profit
Finance income
Other gains and losses
Finance costs
Profit before tax
Tax
Profit for the period from continuing operations

Discontinued operations
Profit/(loss) for the period from discontinued operations
Profit for the period

Attributable to:
Equity holders of the parent

Earnings per share
From continuing operations
Basic
Diluted

From continuing and discontinued operations
Basic
Diluted

106 Brewin Dolphin Holdings PLC

Consolidated Statement of Comprehensive Income
Period ended 30 September 2016

Profit for the period
Items that will not be reclassified subsequently to profit and loss:
Actuarial (loss)/gain on defined benefit pension scheme
Deferred tax credit/(charge) on actuarial (loss)/gain on defined benefit pension scheme

Items that may be reclassified subsequently to profit and loss:
Reversal of revaluation of available-for-sale investments
Reversal of deferred tax charge on revaluation of available-for-sale investments
Revaluation of available-for-sale investments
Deferred tax credit on revaluation of available-for-sale investments
Exchange differences on translation of foreign operations

Other comprehensive expense for the period net of tax
Total comprehensive income for the period

Attributable to:
Equity holders of the parent

Note

21
22

23
22

2016
£’000
50,362

2015
£’000
41,038

(7,031)
1,109
(5,922)

–
–
(30)
6
559
535
(5,387)
44,975

2,110
(422)
1,688

(9,565)
1,913
–
–
(266)
(7,918)
(6,230)
34,808

44,975
44,975

34,808
34,808

brewin.co.uk 107

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Note

2016
£’000

2015
£’000

16
18
20
22

23
23
20
24

25
26

27
28

21
27

29
29
30

81,053
4,822
307
7,799
93,981

833
1,093
218,118
170,766
390,810
484,791

–
221,945
3,388
3,097
–
228,430
162,380

6,952
6,600
13,552
241,982
242,809

2,830
151,836
(29,294)
(24)
70,553
46,908
242,809

86,989
8,188
442
10,605
106,224

140
945
254,041
149,839
404,965
511,189

16
255,524
2,786
7,267
9,304
274,897
130,068

2,869
14,272
17,141
292,038
219,151

2,793
142,135
(28,153)
–
70,553
31,823
219,151

Consolidated Balance Sheet
As at 30 September 2016

Assets
Non-current assets
Intangible assets
Property, plant and equipment
Other receivables
Net deferred tax asset
Total non-current assets
Current assets
Available-for-sale investments
Trading investments
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets

Liabilities
Current liabilities
Bank overdrafts
Trade and other payables
Current tax liabilities
Provisions
Shares to be issued including premium
Total current liabilities
Net current assets

Non-current liabilities
Defined benefit pension scheme
Provisions
Total non-current liabilities
Total liabilities
Net assets

Equity
Share capital
Share premium account
Own shares
Revaluation reserve
Merger reserve
Profit and loss account
Equity attributable to equity holders of the parent

Approved by the Board of Directors and authorised for issue on 29 November 2016

Signed on its behalf by

David Nicol
Chief Executive

Andrew Westenberger
Finance Director

108 Brewin Dolphin Holdings PLC

Consolidated Statement of Changes in Equity
Period ended 30 September 2016

At 28 September 2014
Profit for the period
Other comprehensive income for the
period

Deferred and current tax on other
comprehensive income
Actuarial gain on defined benefit
pension scheme
Reclassification adjustment for gain
included in profit
Exchange differences on translation
of foreign operations

Total comprehensive (expense)/income
for the period
Dividends
Issue of share capital
Own shares acquired in the period
Own shares disposed of on exercise
of options
Share-based payments
Tax on share-based payments
At 30 September 2015
Profit for the period
Other comprehensive income for the
period

Deferred and current tax on other
comprehensive income
Actuarial loss on defined benefit
pension scheme
Revaluation of available-for-sale
investments
Exchange differences on translation
of foreign operations

Total comprehensive (expense)/income
for the period
Dividends
Issue of share capital
Own shares acquired in the period
Own shares disposed of on exercise
of options
Own shares disposed of
Share-based payments
Tax on share-based payments
At 30 September 2016

Attributable to the equity holders of the parent

Share capital
£’000
2,745
–

Share premium
account
£’000
139,420
–

Own shares
£’000
(16,045)
–

Revaluation
reserve
£’000
7,652
–

Merger
reserve
£’000
61,380
–

Profit
and loss
account
£’000
16,118
41,038

Total
£’000
211,270
41,038

–

–
–
48
–

–

–
–
2,715
–

–
–
–
2,793
–

–
–
–
142,135
–

–

–
–
37
–

–

–
–
9,701
–

–
–
–
–
2,830

–
–
–
–
151,836

–

–
–
–
(19,999)

7,891
–
–
(28,153)
–

–

–
–
–
(7,220)

5,853
226
–
–
(29,294)

1,913

–

(9,565)

–

(7,652)
–
–
–

–
–
–
–
–

–

(30)

–

(24)
–
–
–

–
–
–
–
(24)

–

–
–
9,173
–

–
–
–
70,553
–

–

–
–
–
–

–
–
–
–
70,553

(422)

1,491

2,110

–

(9,565)

(266)

42,460
(26,963)
–
–

(7,891)
8,938
(839)
31,823
50,362

34,808
(26,963)
11,936
(19,999)

–
8,938
(839)
219,151
50,362

1,109

1,115

(7,031)

–

(30)

559

44,999
(32,818)
–
–

(5,853)
84
8,387
286
46,908

44,975
(32,818)
9,738
(7,220)

–
310
8,387
286
242,809

brewin.co.uk 109

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Note

2016
£’000

2015
£’000

19
20

20
24

29
29
30
31
31

191,429
50
191,479

46,151
686
46,837
238,316

194,305
50
194,355

49,306
259
49,565
243,920

12,313
–
–
12,313
34,524

16,363
531
9,304
26,198
23,367

12,313
226,003

26,198
217,722

2,830
151,836
(29,294)
70,838
29,793
226,003

2,793
142,135
(28,153)
70,838
30,109
217,722

Company Balance Sheet
As at 30 September 2016

Assets
Non-current assets
Investment in subsidiaries
Other receivables
Total non-current assets
Current assets
Trade and other receivables
Cash and cash equivalents
Total current assets
Total assets

Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Shares to be issued including premium
Total current liabilities
Net current assets

Total liabilities
Net assets

Equity
Share capital
Share premium account
Own shares
Merger reserve
Profit and loss account
Equity attributable to equity holders

Approved by the Board of Directors and authorised for issue on 29 November 2016

Signed on its behalf by

David Nicol
Chief Executive

Andrew Westenberger
Finance Director

Brewin Dolphin Holdings PLC
Company number: 2685806

110 Brewin Dolphin Holdings PLC

Company Statement of Changes in Equity
Period ended 30 September 2016

At 28 September 2014
Profit for the period
Total comprehensive income for the period
Dividends
Issue of share capital
Own shares acquired in the period
Own shares disposed of on exercise of options
Share-based payments
At 30 September 2015
Profit for the period
Total comprehensive income for the period
Dividends
Issue of share capital
Own shares acquired in the period
Own shares disposed of on exercise of options
Own shares disposed of
Share-based payments
At 30 September 2016

Attributable to the equity holders of the Company

Share capital
£’000
2,745
–
–
–
48
–
–
–
2,793
–
–
–
37
–
–
–
–
2,830

Share premium
account
£’000
139,420
–
–
–
2,715
–
–
–
142,135
–
–
–
9,701
–
–
–
–
151,836

Own shares
£’000
(16,045)
–
–
–
–
(19,999)
7,891
–
(28,153)
–
–
–
–
(7,220)
5,853
226
–
(29,294)

Merger reserve
£’000
61,665
–
–
–
9,173
–
–
–
70,838
–
–
–
–
–
–
–
–
70,838

Profit and loss
account
£’000
21,659
34,366
34,366
(26,963)
–
–
(7,891)
8,938
30,109
29,884
29,884
(32,818)
–
–
(5,853)
84
8,387
29,793

Total
£’000
209,444
34,366
34,366
(26,963)
11,936
(19,999)
–
8,938
217,722
29,884
29,884
(32,818)
9,738
(7,220)
–
310
8,387
226,003

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Consolidated Cash Flow Statement
Period ended 30 September 2016

Net cash inflow from operating activities

Cash flows from investing activities
Purchase of intangible assets – client relationships
Purchase of intangible assets – software
Purchases of property, plant and equipment
Purchase of available-for-sale investments
Proceeds on disposal of discontinued operation
Proceeds on disposal of available-for-sale investments
Net cash from investing activities

Cash flows from financing activities
Dividends paid to equity shareholders
Purchase of own shares
Disposal of own shares
Proceeds on issue of shares
Net cash used in financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the start of period
Effect of foreign exchange rates
Cash and cash equivalents at the end of period

Cash and cash equivalents shown in current assets
Bank overdrafts
Net cash and cash equivalents

For the purposes of the Cash Flow Statement, net cash and cash equivalents include bank overdrafts.

Note
36

2016
£’000
52,033

2015
£’000
57,478

–
(5,238)
(373)
(770)
14,000
47
7,666

(32,818)
(7,220)
310
433
(39,295)

(3)
(5,146)
(2,271)
(140)
–
10,147
2,587

(26,963)
(19,999)
–
1,913
(45,049)

20,404

15,016

149,823
539
170,766

170,766
–
170,766

135,113
(306)
149,823

149,839
(16)
149,823

14
30

24
25

112 Brewin Dolphin Holdings PLC

Company Cash Flow Statement
Period ended 30 September 2016

Net cash inflow from operating activities

Cash flows from financing activities
Dividends paid to equity shareholders
Disposal of own shares
Proceeds on issue of shares
Net cash used in financing activities

Net increase/(decrease) in cash and cash equivalents

Cash and cash equivalents at the start of period
Cash and cash equivalents at the end of period

Note
36

2016
£’000
32,502

2015
£’000
24,685

(32,818)
310
433
(32,075)

(26,963)
–
1,913
(25,050)

427

259
686

(365)

624
259

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements

1. General information
The consolidated financial statements of Brewin Dolphin Holdings PLC (the “Company”) and its subsidiaries (collectively, the “Group”)
for the period ended 30 September 2016 were authorised for issue by the Directors on 29 November 2016.

The Company is incorporated in the United Kingdom under the Companies Act 2006. The nature of the Group’s operations and its
principal activities are set out in the Strategic Report.

The Company is registered in England and Wales. The address of the registered office is 12 Smithfield Street, London EC1A 9BD.

The separate financial statements of the Company are also reported.

The financial statements represent the period from 1 October 2015 to 30 September 2016. The comparatives are for the period from
29 September 2014 to 30 September 2015.

The significant accounting policies have been disclosed below. The policies for the Group and the Company are consistent unless
otherwise stated.

2. Application of new and revised International Financial Reporting Standards

(“IFRSs”), and changes in accounting policy

a. New standards, amendments and interpretations adopted
In the current year, there have been no new standards, amendments or interpretations adopted.

b. Changes in accounting policy
There have been no changes to accounting policy in the period.

c. New standards, amendments and interpretations issued but not effective
The table below sets out changes to accounting standards which will be effective for periods beginning on or after:

IFRS 21
IFRS 41
IFRS 91
IFRS 10, IFRS 12 and IAS 28
IFRS 11
IFRS 141
IFRS 15
IFRS 151
IFRS 161
IAS 1
IAS 71
IAS 121
IAS 16 and IAS 38
IAS 16 and IAS 41
IAS 27
Annual Improvements to IFRS 2012 – 2014 Cycle

Amendments to Classification and Measurement of Share-based Payment Transactions
Amendments to applying IFRS 9 with IFRS 4
Financial Instruments
Amendments to Investment Entities: Applying the Consolidation Exemption
Amendments to Accounting for Acquisitions of Interests in Joint Operations
Regulatory Deferral Accounts
Revenue from Contracts with Customers
Clarifications to Revenue from Contracts with Customers
Leases
Amendments to Disclosure Initiative
Amendments to Disclosure Initiative
Amendments to Recognition of Deferred Tax Assets for Unrealised Losses
Amendments to Clarification of Acceptable Methods of Depreciation and Amortisation
Amendments to Bearer Plants
Amendments to Equity Method in Separate Financial Statements

Effective for
period beginning
on or after
1 Jan 2018
1 Jan 2018
1 Jan 2018
1 Jan 2016
1 Jan 2016
1 Jan 2016
1 Jan 2018
1 Jan 2018
1 Jan 2019
1 Jan 2016
1 Jan 2017
1 Jan 2017
1 Jan 2016
1 Jan 2016
1 Jan 2016
1 Jan 2016

1 These amendments have not yet been endorsed by the EU.

The Directors are reviewing the impact of these new standards, amendments and interpretations but do not intend to adopt the
standards early. It is not expected currently that these will have a material impact except for those mentioned below.

114 Brewin Dolphin Holdings PLC

IFRS 16 – ‘Leases’

In January 2016 the International Accounting Standards Board (IASB) issued IFRS 16 – ‘Leases’. Under IFRS 16 a single lessee
accounting model is introduced that replaces the current model where leases are either recognised as a finance or operating lease.
Under the single lessee model, an asset and corresponding liability will be recognised with movements through the profit and loss
representing depreciation, additions or releases on the liability and unwinding of the discount. IFRS 16 is effective for periods beginning
on or after 1 January 2019 (this standard is yet to be endorsed by the EU) with early adoption being permitted provided IFRS 15 is
being applied. Therefore, it will be first effective for the Group’s accounting period ending 30 September 2020. A full impact analysis is
yet to be completed, the Directors expect IFRS 16 to have a material impact on the assets and the liabilities of the Group when the
operating leases are recognised on the balance sheet (see note 34).

3. Significant accounting policies

a. Statement of compliance
The consolidated financial statements for both the Group and the Company have been prepared in accordance with International
Financial Reporting Standards (“IFRSs”) adopted by the European Union, Article 4 of the EU IAS Regulation and Companies Act 2006.

b. Basis of preparation
The consolidated financial statements are presented in pounds sterling, the functional currency of the Company, rounded to the nearest
thousand pounds (£’000) except where otherwise indicated.

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain financial
instruments. Historical cost is generally based on the fair value of the consideration given in exchange for the assets.

c. Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and
its subsidiaries.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies into line with those
used by the Group.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

In accordance with Section 408 of the Companies Act 2006 Brewin Dolphin Holdings PLC has taken advantage of the legal
dispensation not to present its own Statement of Comprehensive Income or Income Statement. The amount of the profit for the
financial period dealt with in the financial statements of the Company is disclosed in the Company Statement of Changes in Equity and
note 31.

d. Going concern
The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern
basis of accounting in preparing the financial statements. Further detail is contained in the going concern statement and the viability
statement included in the Strategic Report on page 45.

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Notes to the Financial Statements continued

3. Significant accounting policies (continued)

e. Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is
measured at the aggregate of the fair values (at the date of exchange) of assets given, liabilities incurred or assumed, and equity
instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in the Income
Statement as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration
arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of
acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent
consideration classified as an asset or liability are accounted for in accordance with relevant IFRSs. Changes in the fair value of
contingent consideration classified as equity are not recognised.

f. Transaction date accounting
All securities transactions entered into on behalf of clients are recorded in the accounts on the date of the transaction. The underlying
investments are not shown in the financial statements of the Group.

g. Foreign currencies
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each balance sheet date,
monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-
monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the
fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are
translated at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange
rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of
transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

h. Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable and represents commissions, investment
management fees, renewal commissions and other income, excluding VAT, receivable in respect of the period.

Investment management fees and renewal commissions are recognised in the period in which the related service is provided and
commissions are recognised when the transaction is performed.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net
carrying amount.

Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.

Dividends received and receivable are credited to the Income Statement to the extent that they represent a realised profit and loss for
the Company.

i. Other operating income
Interest receivable and payable on client free money balances is netted to calculate the Group’s share of interest receivable and
included under the heading “Other operating income”.

j. Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and bank overdrafts.

116 Brewin Dolphin Holdings PLC

k. Leases
Rentals on operating leases are charged to the Income Statement on a straight-line basis over the lease term. Benefits received and
receivable as an incentive to enter into an operating lease are recognised as a liability. The aggregate benefit of incentives is spread on
a straight-line basis over the lease term.

l. Share-based payments
Equity-settled share-based payments to employees are measured at fair value of the equity instruments at the date of grant. The fair
value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled
share-based transactions are set out in note 33.

Fair value is measured by use of the Black-Scholes option pricing model. The expected life used in the model has been adjusted,
based on management’s best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the
vesting period, based on the Group’s estimate of shares that will eventually vest. At each balance sheet date, the Group revises its
estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The
impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to equity reserves.

m. Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Income
Statement because it excludes items of income or expenses that are taxable or deductible in other years and items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted by the balance
sheet date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised
based on tax laws and rates that have been substantively enacted at the balance sheet date. Deferred tax is charged or credited in the
Income Statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax
is also dealt with in other comprehensive income.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

3. Significant accounting policies (continued)

n. Investments in subsidiaries
In the Company’s financial statements investments in subsidiary undertakings are stated at cost less any provision for impairment.

o. Intangible assets

i) Goodwill

Goodwill is initially measured at cost, being the excess of the sum of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over the net of the
identifiable assets and liabilities at the date of acquisition.

Goodwill is subsequently measured at cost less any accumulated impairment losses. Goodwill which is recognised as an asset is
reviewed for impairment at least annually. Any impairment is recognised immediately in the Income Statement and is not reversed in a
subsequent period (see note 3(v) for the Impairment accounting policy).

When the consideration transferred by the Group is deferred or contingent, this is valued at its acquisition date fair value, and is
included in the consideration transferred in a business combination. Changes in the deferred or contingent consideration, which occur
in the measurement period, are adjusted retrospectively, with corresponding adjustments to goodwill. Subsequent to the measurement
period, the deferred and contingent considerations are revised annually at the balance sheet date and any corresponding adjustments
are posted to the Income Statement. Such deferred or contingent consideration may be settled in shares (see note 3(t) for the Shares
to be issued accounting policy).

ii) Client relationships

Intangible assets classified as “client relationships” are recognised when acquired as part of a business combination or when separate
payments are made to acquire funds by adding teams of investment managers. Client relationships acquired separately are initially
recognised at cost. If acquired as part of a business combination the initial cost of client relationships is the fair value at the acquisition
date. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and any accumulated
impairment losses.

When separate payments are made to acquire funds by adding teams of investment managers, elements of the total consideration
may be deferred or contingent. In such cases the cost of the recognised client relationships includes the Company’s best estimate of
the future consideration likely to be made, discounted to present value using a pre-tax discount rate that reflects current market
assessments of the time value of money, and is revised at each balance sheet date. Such deferred or contingent consideration may be
settled in shares (see note 3(t) for the Shares to be issued accounting policy).

Client relationships are amortised over seven to fifteen years.

iii) Computer software

Computer software which is not an integral part of the related hardware is classified as an intangible asset. Costs of acquiring computer
software are treated as an intangible asset and amortised over three to ten years, dependent upon the assessment of the expected
useful life of the software, on a straight-line basis from the date the software is operating as management intended.

The assessment of the expected useful life of computer software is based on the contractual terms or, where appropriate, past
experience of the life of similar assets.

118 Brewin Dolphin Holdings PLC

p. Property, plant and equipment
Property, plant and equipment is stated at cost less accumulated depreciation and any recognised impairment. Depreciation has been
provided on the basis of equal annual instalments to write off the cost less estimated residual values of tangible fixed assets over their
estimated useful lives as follows:

Computer equipment
Office equipment
Leasehold improvements
Motor vehicles

3 to 4 years
4 to 10 years
to the earlier of the first break clause of the lease or 10 years
5 years

The gain or loss arising on the disposal of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in profit or loss.

q. Fair value measurement
The Group measures financial instruments and certain non-financial assets at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation
technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if
market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value
for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for
share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IAS 17, and
measurements that have some similarities to fair value but are not fair value, such as value in use in IAS 36.

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:

– Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the

measurement date;

– Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either

directly or indirectly; and

– Level 3 inputs are unobservable inputs for the asset or liability.

r. Financial instruments
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of
the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition
or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction
costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised
immediately in profit or loss.

i) Financial assets

Financial assets are classified into the following specified categories:

– financial assets at fair value through profit or loss (“FVTPL”);

– available-for-sale financial assets; and

– loans and receivables.

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

3. Significant accounting policies (continued)

Financial assets at FVTPL

Financial assets are classified as FVTPL where the financial asset is held-for-trading. A financial asset is classified as held-for-trading if it
has been acquired principally for the purpose of selling in the near future.

Financial assets classified as FVTPL are stated at fair value, with any resultant gain or loss on remeasurement recognised in profit or
loss. The net gain or loss recognised in profit or loss incorporates any dividends or interest earned on the financial asset and is included
in the Income Statement. Their value is determined in the manner described in note 3(q).

Available-for-sale financial assets ("AFS")

Certain shares held by the Group are classified as being available-for-sale and are stated at fair value. Fair value is determined in the
manner described in note 3(q). Gains and losses are recognised directly in other comprehensive income and accumulated in the
revaluation reserve with the exception of impairment losses which are recognised directly in profit or loss. Where the investment is
disposed of or is determined to be impaired, the cumulative gain or loss previously recognised in the revaluation reserve is reclassified
to profit or loss.

Dividends on AFS equity instruments are recognised in profit and loss when the Group’s right to receive payment is established.

Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments and are not quoted in an active market are
classified as loans and receivables. Loans and receivables are measured at amortised cost using the effective interest method, less any
impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the recognition
of interest would be immaterial.

Impairment of financial assets

Financial assets, other than those at FVTPL, are assessed for indicators of impairment at each balance sheet date. Financial assets are
impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the
financial asset, the estimated future cash flows of the investment have been affected. The carrying amount of the financial asset is
reduced by the impairment loss directly for all financial assets.

For listed and unlisted equity investments classified as AFS, a significant or prolonged decline in the fair value of the security below its
cost is considered to be objective evidence of the impairment.

When an AFS financial asset is considered to be impaired, cumulative gains or losses previously recognised in other comprehensive
income are reclassified to profit or loss in the period. In subsequent periods if the amount of impaired loss decreases, in respect of AFS
equity securities, impairment losses previously recognised in profit or loss are not reversed through profit or loss. Any increase in fair
value subsequent to an impairment loss is recognised in other comprehensive income.

ii) Financial liabilities and equity

Financial liabilities and equity are classified according to the substance of the contractual arrangements entered into.

Equity instruments

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Financial liabilities at FVTPL

Financial liabilities are classified as either financial liabilities ‘at FVTPL’ or ‘other financial liabilities’. Financial liabilities are classified as
FVTPL where the financial liability is either held for trading or it is designated as at FVTPL.

Financial liabilities at FVTPL are stated at fair value, with any gains or losses arising on remeasurement recognised in profit or loss.
The net gain or loss recognised in profit or loss incorporates any interest paid on the financial liability and is included in the ‘other gains
and losses’ line item in the Income Statement. Fair value is determined in the manner described in note 3(q).

Other financial liabilities, including borrowings, are initially measured at fair value, net of transaction costs. Other financial liabilities are
subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective
yield basis.

120 Brewin Dolphin Holdings PLC

s. Netting of balances
Amounts due to and from counterparties due to settle on balance are shown net where there is a currently enforceable legal right to set
off the recognised amounts and an operational intention to settle net. Amounts due to and from counterparties due to settle against
delivery of stock are shown gross.

t. Shares to be issued including premium
Shares to be issued represent the Company’s best estimate of the amount of ordinary shares in the Company, which are likely to be
issued following business combinations or the acquisition of client relationships which involve deferred payments in the Company’s
shares. The sum payable which will be converted into shares of equivalent value is discounted to present value using a pre-tax discount
rate that reflects current market assessments of the time value of money and is revised annually in the light of actual results. The
resulting interest charge from the unwind of the discount is included within finance costs. Where shares are due to be issued within a
year the sum is included in current liabilities.

u. Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

For defined benefit retirement benefit schemes, the cost of providing benefits is determined using the Projected Unit Method, with
actuarial valuations being carried out at each balance sheet date. Remeasurements comprising actuarial gains and losses and the
return on scheme assets (excluding interest) are recognised immediately in the Balance Sheet with a charge or credit to the Statement
of Other Comprehensive Income in the period in which they occur. Remeasurement recorded in the Statement of Other Comprehensive
Income is not recycled.

Any past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a
straight-line basis over the average period until the benefits become vested.

Net interest is calculated by applying a discount rate to the net defined benefit liability or asset.

The defined benefit pension scheme asset/liability recognised in the Balance Sheet represents the present value of the defined benefit
obligation, as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset resulting from
this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to
the scheme.

v. Impairment of tangible and intangible assets
At each balance sheet date, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any).

Goodwill is tested for impairment at least annually and whenever there is an indication that it may be impaired. Where the asset does
not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating
unit (“CGU”) to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

For the purposes of impairment testing, client relationships and goodwill are allocated to each of the Group’s cash-generating units.
Fair value is established by valuing clients’ funds in each of the cash-generating units at the period end; the percentages of funds being
used depending on values attributed in recent public transactions for the purchase of advisory and discretionary funds. If the carrying
amount relating to any cash-generating unit exceeds the calculated fair value less costs to sell, a value in use is calculated using a
discounted cash flow method. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the
unit pro-rata on the basis of the carrying amount of each asset in the unit.

If the recoverable amount of any asset other than client relationships or goodwill is estimated to be less than its carrying amount, the
carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately,
unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

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STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

3. Significant accounting policies (continued)

w. Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, and it is probable
that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the balance
sheet date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the
time value of money is material).

Where some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable
is recognised as an asset if it is virtually certain that the reimbursement will be received and the amount receivable can be
measured reliably.

Onerous contracts

Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered to
exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the
economic benefits expected to be received under it.

x. Discontinued operations
A discontinued operation is a component of the Group’s business that either has been disposed of or is classified as held for sale.

Components of the Group are classified as held for sale if their carrying amount will be recovered or settled principally through a sale
transaction rather than through continuing use. This condition is regarded as being met only when the sale is highly probable and the
component is available for immediate sale in its present condition.

Components of the Group classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.
No depreciation is charged on businesses classified as held for sale.

y. Employee share ownership trusts
Brewin Dolphin Limited is the sponsoring employer of the Brewin Dolphin Share Incentive Plan Trust and the Brewin Dolphin Holdings
PLC Employee Share Ownership Trust. The assets and liabilities of the trusts are recognised as those of Brewin Dolphin Holdings PLC
and obligations of the trusts are regarded as obligations of Brewin Dolphin Holdings PLC. Shares of Brewin Dolphin Holdings PLC held
by the trusts are treated as own shares held and shown as a deduction in equity.

4. Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in note 3, the Directors are required to make judgements,
estimates and assumptions about the carrying amounts of the assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.

a. Critical judgements in applying the Group’s accounting policies
There have been no critical judgements required in applying the Group’s accounting policies in this period, apart from those involving
estimations which are detailed separately below.

122 Brewin Dolphin Holdings PLC

b. Key sources of estimation uncertainty

i. Goodwill and client relationships

Amortisation of client relationships

The useful economic life over which client relationships are amortised is determined by the expected duration of the client relationships
which are determined with reference to past experience of account closures, in particular the average life of those relationships, and
future expectations. During the period, client relationships were amortised over a 7 to 15 year period.

The amortisation for the period was £6,287,000 (2015: £9,219,000); a reduction in the average amortisation period by one year would
increase the amortisation expense for the period by £2,144,000 (2015: £2,248,000).

Impairment of goodwill and client relationships

Impairment exists when the carrying value of an asset or cash-generating unit (CGU) exceeds its recoverable amount. The recoverable
amount is the higher of its fair value less costs of disposal and its value in use.

For the purposes of impairment testing, the Group values the recoverable amount of goodwill and client relationships at the fair value
less costs of disposal. The calculation of the fair value less costs of disposal is based on the valuation of the funds, which make up the
relevant intangible asset. A percentage is applied to funds (3% for discretionary funds and 1% for advisory funds) to determine the fair
value. These percentages have been based on recent public transactions.

Therefore, the recoverable amount is sensitive to movements in the valuation of funds. The key assumptions used to determine the
recoverable amount for the different CGUs, including a sensitivity analysis, are disclosed and further explained in note 17.

ii. Defined benefit pension scheme

The calculation of the present value of the defined benefit pension scheme is determined by using actuarial valuations. Management
make key assumptions in determining the inputs into the actuarial valuations, which may differ from actual developments in the future.
These assumptions are governed by IAS 19 Employee Benefits (revised 2011), and include the determination of the discount rate, life
expectancies and future salary increases. Due to the complexities in the valuation, the defined benefit pension scheme obligation is
highly sensitive to changes in these assumptions. The detailed assumptions, including a sensitivity analysis, are set out in note 21.

iii. Share-based payments

Long Term Incentive Plan (“LTIP”)

During the period, the Group granted its third award under the LTIP. The scheme includes performance based vesting conditions,
which impacts the amount of benefit paid. The Group has made assumptions on the likelihood of meeting the performance conditions
in determining the expense in the period. The LTIP charge for the period was £337,000 (2015: £669,000).

If all of the performance conditions were assumed to be met, the charge for the period would increase by £1,692,000 (2015:
£1,535,000); an absolute increase of 10% in the vesting assumptions would increase the charge for the period by £300,000 (2015:
£251,000). Further information on the scheme is disclosed in note 33.

iv. Provisions

Onerous leases

The Group recognises a provision for onerous leases of £4,135,000 (2015: £4,069,000). The valuation of an onerous lease is based on
the best estimate of the likely future costs discounted to present value. Where the provision is in relation to premises and it is more likely
than not that the premises will be sublet, an allowance for sublease income has been included in the valuation. If the assumptions
regarding the sublet income are removed, the provision would increase by £6,355,000 (2015: £1,232,000) to £10,490,000 (2015:
£5,301,000). Further information is disclosed in note 27.

brewin.co.uk 123

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

5. Income

Continuing operations
Investment management commission income
Financial planning and trail income
Fees
Revenue
Other operating income
Income from continuing operations

Discontinued operations (note 13)
Commission income
Trail income
Fees
Revenue
Other operating income
Income from discontinued operations

2016
£’000

2015
£’000

70,999
18,952
190,533
280,484
1,866
282,350

71,494
20,173
188,529
280,196
3,495
283,691

2,946
93
310
3,349
30
3,379

7,455
310
1,619
9,384
303
9,687

Income from continuing and discontinued operations

285,729

293,378

6. Segmental information
For management reporting purposes the Group currently has a single operating segment: the Investment Management division. This
forms the reportable segment of the Group for the period. Please refer to the Consolidated Income Statement on page 106 and the
Consolidated Balance Sheet on page 108, for numerical information.

The Group’s operations are carried out in the United Kingdom, Channel Islands and the Republic of Ireland. The operations in the
Channel Islands and the Republic of Ireland are not material and accordingly geographical segmental disclosures are not included. All
segmental income related to external clients.

The accounting policies of the operating segment are the same as those of the Group.

124 Brewin Dolphin Holdings PLC

7. Staff costs

The average monthly number of employees (including Executive Directors) by category was:
Client facing
Discontinued operations
Business support

2016
No.

2015
No.

892
–
851
1,743

930
51
883
1,864

The aggregate remuneration (including Executive
Directors) comprised:
Wages and salaries
Social security costs
Share-based payments
Termination benefits – redundancy costs
Defined contribution scheme and death in service
contributions

Staff costs
Redundancy costs

Continuing
operations

Discontinued
operations

Total

2016
£’000

2015
£’000

2016
£’000

2015
£’000

2016
£’000

2015
£’000

120,085
13,927
8,387
2,780

119,261
13,621
8,938
2,432

9,776
154,955

11,162
155,414

152,175
2,780
154,955

152,982
2,432
155,414

171
14
–
–

18
203

203
–
203

1,729
214
–
–

148
2,091

2,091
–
2,091

120,256
13,941
8,387
2,780

120,990
13,835
8,938
2,432

9,794
155,158

11,310
157,505

152,378
2,780
155,158

155,073
2,432
157,505

The Company does not have any employees (2015: none).

8. FSCS levy
In 2015, the Group received a partial refund of £1,160,000 for the 2011 additional Financial Services Compensation Scheme (‘FSCS’)
levies incurred.

9. Profit for the period
Profit for the period has been arrived at after charging/(crediting):

Net foreign exchange (gains)/losses
Depreciation of property, plant and equipment
(note 18)
Amortisation of intangible assets – client relationships
(note 16)
Amortisation of intangible assets – software (note 16)
Impairment of property, plant and equipment
(note 13 and 18)
Impairment of intangible assets – software (note 13
and 16)
Reversal of impairment of trade receivables (note 20)
Auditor’s remuneration (see analysis below)

Continuing
operations

2016
£’000
(65)

2015
£’000
3

2,773

4,317

6,287
3,741

9,219
2,546

–

–
(58)
534

–

–
(89)
536

Discontinued
operations

2016
£’000
–

732

–
700

335

345
–
–

2015
£’000
–

685

–
169

136

144
–
–

Total

2016
£’000
(65)

2015
£’000
3

3,505

5,002

6,287
4,441

9,219
2,715

335

345
(58)
534

136

144
(89)
536

brewin.co.uk 125

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

9. Profit for the period (continued)
Analysis of Auditor’s remuneration:

Audit services
Fees payable to the Company’s Auditor for the audit of the Company’s annual accounts
Fees payable to the Company’s Auditor and their associates for other services to the Group: the audit of
the Company’s subsidiaries pursuant to legislation
Fees payable to the Company’s Auditor for audit scope changes
Regulatory assurance work
Additional fees for regulatory assurance work

Other services
Assurance services for external parties
AAF 01/06 – controls assurance report
Interim review
Other assurance services

2016
£’000

2015
£’000

245
–
106
–
415

–
69
50
–
534

230
6
87
20
403

3
67
50
13
536

Details of the Group’s policy on the use of the Auditor for non-audit services are set out in the Audit Committee Report on page 71.

10. Finance income and finance costs

Finance income
Interest on bank deposits

Finance costs
Finance cost of deferred consideration
Interest expense on defined benefit pension scheme
Unwind of discounts on provisions
Interest on bank overdrafts

11. Other gains and losses

(Loss)/profit on disposal of available-for-sale investments

Discontinued
operations

2016
£’000

2015
£’000

Continuing
operations

2016
£’000

514
514

–
52
75
65

2015
£’000

907
907

98
244
46
41

–
–

–
–
134
–

192

429

134

–
–

–
–
–
–

–

Total

2016
£’000

514
514

–
52
209
65

2015
£’000

907
907

98
244
46
41

326

429

2016
£’000
(3)

2015
£’000
9,712

In 2015, the Group disposed of its holding in Euroclear Plc for a cash consideration of £10,147,000 and recognised a gain on disposal
of £9,712,000. £9,565,000 of the gain, gross of deferred tax (£1,913,000), was recycled from the revaluation reserve.

126 Brewin Dolphin Holdings PLC

12. Income tax expense

Current tax
United Kingdom:

Continuing
operations

Discontinued
operations

Total

2016
£’000

2015
£’000

2016
£’000

2015
£’000

2016
£’000

2015
£’000

Charge/(credit) for the period
Adjustments in respect of prior periods

8,806
237

11,463
257

1,355
(395)

Overseas:

(Credit)/charge for the period
Adjustments in respect of prior periods

Total current tax

Deferred tax
United Kingdom:

(8)
35
9,070

149
1
11,870

–
–
960

(1,478)
–

–
–
(1,478)

10,161
(158)
–
(8)
35
10,030

9,985
257

149
1
10,392

Charge/(credit) for the period
Adjustments in respect of prior periods

Total deferred tax (see note 22)

2,310
(285)
2,025

1,398
(539)
859

1,675
–
1,675

(138)
(1,537)
(1,675)

3,985
(285)
3,700

1,260
(2,076)
(816)

Tax charged/(credited) to the Income Statement

11,095

12,729

2,635

(3,153)

13,730

9,576

United Kingdom corporation tax is calculated at 20% (2015: 20.5%) of the estimated assessable taxable profit for the period. The
Finance Act 2013 reduced the corporation tax to 20% from 1 April 2015 and Finance Act 2015 maintains that rate until 31 March 2017
(21% applied from 1 April 2014).

Taxation for other jurisdictions is calculated at the relevant prevailing rates in the respective jurisdictions.

The charge for the year can be reconciled to the profit per the Income Statement as follows:

Profit before tax on continuing operations
Tax at the UK corporation tax rate of 20% (2015: 20.5%)
Tax effect of:

Expenses that are not deductible in determining taxable profit
Impact of defined benefit scheme contributions
Leasehold property
Share-based payments
Over provision for tax in previous periods
Lower rates in subsidiaries
Impact of deferred tax rate change

Tax expense for the period
Effective tax rate for the year

2016
£’000
50,062
10,012

521
(99)
251
241
(13)
32
150
11,095
22.2%

2015
£’000
61,000
12,505

1,001
(64)
255
(523)
(281)
(164)
–
12,729
20.9%

There are no material uncertainties within the calculation of corporation tax. The tax provisions are based on tax legislations in the
relevant jurisdictions and have not required any judgements or material estimates.

brewin.co.uk 127

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

13. Discontinued operations
The disposal of Stocktrade (discontinued operation) completed in the period; disposal proceeds of £14,000,000 were received.

The results of the discontinued operation included in the Consolidated Income Statement, were as follows:

Revenue
Expenses
Operating profit
Costs of separation
Profit/(loss) before tax
Attributable tax (expense)/credit
Loss after tax
Profit on disposal of discontinued operations
Attributable tax (expense)/credit
Net profit/(loss) attributable to discontinued operations (attributable to the equity holders of the parent)

Costs of separation consist of the following items:

Impairment
– Intangible – see note 16
– Tangible – see note 18
Onerous contract release/(charge)
Other
Total costs of separation

2016
£’000
3,379
(3,339)
40
(10)
30
(43)
(13)
14,000
(2,592)
11,395

2016
£’000

(345)
(335)
680
(10)
(10)

The discontinued operation contributed the following cash flows included within the Consolidated Cash Flow Statement:

Net cash (outflows)/inflows from operating activities
Net cash flows from investing activities
Net increase in cash and cash equivalents

14. Dividends

Amounts recognised as distributions to equity shareholders in the period:
2014/2015 Final dividend paid 11 March 2016, 8.25p per share (2015: 6.25p per share)
2015/2016 Interim dividend paid 17 June 2016, 3.85p per share (2015: 3.75p per share)

2015
£’000
9,687
(8,413)
1,274
(10,970)
(9,696)
1,478
(8,218)
(690)
1,675
(7,233)

2015
£’000

(144)
(136)
(10,288)
(402)
(10,970)

2015
£’000
1,732
–
1,732

2016
£’000
(8,206)
14,000
5,794

2016
£’000

2015
£’000

22,374
10,444
32,818

16,845
10,118
26,963

Proposed final dividend for the period ended 30 September 2016 of 9.15p (2015: 8.25p) per share based
on shares in issue at 24 November 2016 (24 November 2015)

22,420

22,094

The proposed final dividend for the period ended 30 September 2016 of 9.15p per share is subject to approval by shareholders at the
Annual General Meeting and has not been included as a liability in these financial statements.

Under an arrangement dated 1 April 2011, Computershare Trustees (Jersey) Limited (the ‘Trustee’) holds 11,460,043 Ordinary Shares
representing 4% of the Company’s called up share capital in relation to employee share schemes, has agreed to waive all dividends
due to the Trustee.

128 Brewin Dolphin Holdings PLC

15. Earnings per share
The calculation of the basic and diluted earnings per share is based on the following data:

Number of shares
Basic
Weighted average number of shares in issue in the period
Diluted
Effect of weighted average number of options outstanding for the period
Diluted weighted average number of options and shares for the period
Adjusted1 diluted
Effect of full dilution of employee share options which are contingently issuable or have future
attributable service costs
Adjusted1 diluted weighted average number of options and shares for the period

a) Continuing operations

Earnings attributable to ordinary shareholders
Basic and diluted profit for the period
Disposal of available-for-sale investment
Redundancy costs
FSCS levy rebate
Onerous contracts
Amortisation of intangible assets – client relationships
One-off migration costs

less tax effect of above

Adjusted basic and diluted profit for the period and attributable earnings

Earnings per share
Basic
Diluted

Adjusted2 earnings per share
Basic
Adjusted1 diluted

2016
’000

2015
’000

271,072

272,987

9,984
281,056

10,040
283,027

4,637
285,693

4,727
287,754

2016
£’000

2015
£’000

38,967
3
2,780
–
311
6,287
1,596
(2,042)
47,902

48,271
(9,712)
2,432
(1,160)
433
9,219
–
(248)
49,235

2016

2015

14.4p
13.9p

17.7p
17.1p

2016

2015

17.7p
16.8p

18.0p
17.1p

1 The dilutive shares used for this measure differ from those used for statutory dilutive earnings per share; the future value of service costs attributable to employee share
options is ignored and contingently issuable shares for Long Term Incentive Plan (‘LTIP’) options are assumed to fully vest. The Directors have selected this measure as
it represents the underlying effective dilution by offsetting the impact to the calculation of basic shares of the purchase of shares by Employee Share Ownership Trust
(‘ESOT’) to satisfy options.

2 Excluding disposal of available-for-sale investment, redundancy costs, FSCS levy rebate, onerous contracts, amortisation of client relationships and one-off

migration costs.

brewin.co.uk 129

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

15. Earnings per share (continued)
b) Continuing and discontinued operations

less tax effect of above

Adjusted basic and diluted profit for the period and attributable earnings

Earnings per share
Basic
Diluted

Adjusted2 earnings per share
Basic
Adjusted1 diluted

2016
£’000

2015
£’000

50,362
3
2,780
–
311
6,287
1,596
(2,042)
59,297

41,038
(9,712)
2,432
(1,160)
433
9,219
–
(248)
42,002

2016

2015

18.6p
17.9p

15.0p
14.5p

2016

2015

21.9p
20.8p

15.4p
14.6p

c) Discontinued operations
The denominators used are the same as those detailed above for both basic and diluted earnings from continuing operations.

Earnings per share
Basic
Diluted

Adjusted2 earnings per share
Basic
Adjusted1 diluted

2016

2015

4.2p
4.0p

2016

4.2p
4.0p

(2.7)p
(2.6)p

2015

(2.6)p
(2.5)p

2 Excluding disposal of available-for-sale investment, redundancy costs, FSCS levy rebate, onerous contracts, amortisation of client relationships and one-off

migration costs.

130 Brewin Dolphin Holdings PLC

16. Intangible assets

Cost
At 28 September 2014

Additions
Disposals
Exchange differences
Remeasurement of deferred purchase consideration in respect of acquisitions
in prior periods (note 28)

At 30 September 2015

Additions
Disposals
Exchange differences
At 30 September 2016

Accumulated amortisation and impairment
At 28 September 2014

Amortisation charge for the period
Eliminated on disposal
Exchange differences
Impairment losses for the period (note 13)

At 30 September 2015

Amortisation charge for the period
Eliminated on disposal
Exchange differences
Impairment losses for the period (note 13)

At 30 September 2016

Net book value
At 30 September 2016
At 30 September 2015
At 28 September 2014

Client relationship additions are made up as follows:

Goodwill
£’000

Client
relationships
£’000

Software
costs
£’000

48,637
–
–
–

–
48,637
–
–
–
48,637

–
–
–
–
–
–
–
–
–
–
–

108,046
(103)
–
(8)

6
107,941
(65)
–
26
107,902

69,589
9,219
–
(3)
–
78,805
6,287
–
13
–
85,105

53,655
4,874
(2,704)
–

–
55,825
5,189
(42,808)
–
18,206

46,438
2,715
(2,688)
–
144
46,609
4,441
(42,808)
–
345
8,587

Total
£’000

210,338
4,771
(2,704)
(8)

6
212,403
5,124
(42,808)
26
174,745

116,027
11,934
(2,688)
(3)
144
125,414
10,728
(42,808)
13
345
93,692

48,637
48,637
48,637

22,797
29,136
38,457

9,619
9,216
7,217

81,053
86,989
94,311

Cash paid for businesses or client relationships acquired in previous periods
Shares issued in period
Other additions
Utilisation of provisions for deferred purchase liability and shares to be issued (note 28)
Total additions

2016
£’000
–
9,305
(66)
(9,304)
(65)

2015
£’000
3
10,023
69
(10,198)
(103)

brewin.co.uk 131

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

16. Intangible assets (continued)
The following table splits out the significant client relationship assets:

Carrying amount at period end
Midland investment management team 41
Tilman Brewin Dolphin Limited2
Other investment management teams3

Client
relationships
£’000

558
15,943
6,296
22,797

1 Amortisation period remaining 1 year and 1 month.
2 Amortisation period remaining 9 years 10 months.
3 None of the constituent parts of the goodwill or client relationships relating to the other investment management teams is individually significant in comparison to the total

value of goodwill or client relationships respectively.

17. Impairment

Goodwill and client relationship impairment testing
The table below shows the goodwill allocated to groups of cash-generating units (CGUs):

Carrying amount at period end

Midland Branch 1
Midland Branch 2
Northern Branch 1
South East Branch 1
Other Branches

Groups of
CGUs
No.

Goodwill
£’000

1
1
1
1
14
18

5,149
5,284
6,432
12,800
18,972
48,637

In accordance with IFRS, the Group performs impairment testing for goodwill on an annual basis or more frequently when there are
indications of impairment. For client relationships, impairment testing is performed at each reporting date.

The recoverable amount for each of the CGUs is the fair value less costs of disposal. The fair value is determined by applying
percentages to the funds for each CGU. The percentages applied are a Level 2 input based on recent observable market transactions.
Discretionary funds are valued at 3% and advisory funds are valued at 1% of assets under management.

Sensitivity analysis of the key assumptions

A 10bps absolute change in the value of funds used for the purpose of goodwill impairment testing impacts the valuation of the CGUs
collectively by +/– 3.5% or +/– £24 million movement on the estimated value of funds of £682 million of the CGUs which have goodwill
balances as at 30 September 2016.

132 Brewin Dolphin Holdings PLC

18. Property, plant and equipment

Leasehold
improvements
£’000

Office
equipment
£’000

Motor
vehicles
£’000

Computer
equipment
£’000

Cost
At 28 September 2014 (restated1)

Additions
Exchange differences
Disposals

At 30 September 2015

Additions
Exchange differences
Disposals

At 30 September 2016

Accumulated depreciation and impairment
At 28 September 2014 (restated1)

Charge for the period
Exchange differences
Impairment of assets (note 13)
Eliminated on disposal

At 30 September 2015
Charge for the period
Exchange differences
Impairment of assets (note 13)
Eliminated on disposal
At 30 September 2016

Net book value
At 30 September 2016
At 30 September 2015
At 28 September 2014 (restated1)

1 Amended to reflect fully written down assets.

11,546
1,548
(10)
(81)
13,003
198
31
(42)
13,190

7,134
1,640
(10)
–
(79)
8,685
1,267
30
–
(42)
9,940

3,250
4,318
4,412

12,966
336
(30)
(122)
13,150
138
91
(87)
13,292

10,994
1,117
(25)
–
(98)
11,988
642
78
–
(87)
12,621

671
1,162
1,972

32
–
(2)
–
30
–
5
(35)
–

21
7
(1)
–
–
27
–
5
–
(32)
–

–
3
11

Total
£’000

100,250
2,282
(42)
(32,641)
69,849
463
127
(9,844)
60,595

89,174
5,002
(36)
136
(32,615)
61,661
3,505
113
335
(9,841)
55,773

75,706
398
–
(32,438)
43,666
127
–
(9,680)
34,113

71,025
2,238
–
136
(32,438)
40,961
1,596
–
335
(9,680)
33,212

901
2,705
4,681

4,822
8,188
11,076

brewin.co.uk 133

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

19. Investment in subsidiaries
The following are the Group’s subsidiary undertakings, all of which are owned 100% directly or indirectly by the Group and are included
in the consolidated financial statements:

Class of share capital
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
A Ordinary/B Ordinary
Ordinary
Ordinary
A Ordinary/B Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary/A Shares
Ordinary
Ordinary
Ordinary
Ordinary A Voting/
Ordinary B Voting/
Ordinary C
Ordinary

Nominal Value
£1
£1
£1
£1
£0.01
£1
£1
£1
£1
£1
£1
£1
£1
£0.01
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
£1
€1.50/€0.01
€1
£1
£1
£1

£1

Activity
Dormant Nominee
Dormant Nominee
Client Nominee
Dormant Nominee
Dormant
Dormant Nominee
Dormant Nominee
Dormant

Country of registration
England & Wales
England & Wales
England & Wales
Scotland
Scotland
Scotland
Scotland
England & Wales
Jersey
England & Wales
England & Wales
Jersey

Name of Subsidiary
ABDA Nominees Limited
B.L.Nominees Limited
BDS Nominees Limited
Bell Lawrie Nominees Limited
Bell Lawrie White & Co. Limited
BL PEP Nominees Limited
BLM Nominees Limited
Brewin (1762) Limited
Brewin 1762 Nominees (Channel Islands) Limited Dormant Nominee
Brewin 1762 Nominees Limited
Brewin Broking Limited*
Brewin Dolphin (Channel Islands) Limited
Brewin Dolphin Limited*
Brewin Dolphin MP
Brewin Dolphin Securities Limited
Brewin Nominees (Channel Islands) Limited
Brewin Nominees Limited
Cosmitt Nominees Limited
Erskine Nominees Limited
Four Yards Nominees Limited
Giltspur Nominees Limited
Hill Osborne Nominees Limited
Hilstock PEP (Client) Nominees Limited
Hilstock SCP (Client) Nominees Limited
New Town (Nominees) Limited
North Castle Street (Nominees) Limited
Northgate Nominees Limited
Pilgrim Nominees Limited
Robert White & Co. Limited*
Shareline (Yorkshire) Limited
Smittco Nominees Limited
Stable (Nominees) Limited
Tilman Brewin Dolphin Limited*
Tilman Brewin Dolphin Nominees Limited
Webrich Limited*
WIS ICS Nominees Limited
Wise Nominees Limited

Client Nominee
Dormant
Dormant
Investment Manager England & Wales
Investment Manager England & Wales
England & Wales
Dormant
Jersey
Client Nominee
England & Wales
Client Nominee
England & Wales
Dormant Nominee
Scotland
Dormant Nominee
England & Wales
Client Nominee
England & Wales
Client Nominee
England & Wales
Dormant Nominee
England & Wales
Dormant Nominee
England & Wales
Dormant Nominee
Scotland
Dormant Nominee
Scotland
Client Nominee
England & Wales
Dormant Nominee
England & Wales
Dormant Nominee
Scotland
Dormant
England & Wales
Dormant
England & Wales
Firm Nominee
United Kingdom
Dormant Nominee
Ireland
Investment Manager
Ireland
Client Nominee
England & Wales
Trustee
England & Wales
Dormant Nominee
England & Wales
Dormant Nominee

Wise Speke Financial Services Limited

Dormant

England & Wales

Indicates subsidiaries which are 100% directly owned.

134 Brewin Dolphin Holdings PLC

At start of period
Change in investment in Brewin Dolphin Limited
Investment in Tilman Brewin Dolphin Limited
Capital contribution Brewin Dolphin Limited re share-based payments
At end of period

20. Trade and other receivables

Group

Non-current assets: other receivables
Loans1

Current assets: trade and other receivables
Trade debtors
Loans1
Other debtors
Accrued income
Prepayments

Company

Non-current assets: other receivables
Loans1

Current assets: trade and other receivables
Prepayments
Amounts due from subsidiary undertakings

2016
£’000
194,305
(1)
–
(2,875)
191,429

2015
£’000
201,359
(14)
60
(7,100)
194,305

2016
£’000

307
307

2015
£’000

442
442

157,279
347
2,056
49,846
8,590
218,118

196,290
487
1,487
47,454
8,323
254,041

2016
£’000

2015
£’000

50
50

–
46,151
46,151

14
49,292
49,306

1 All loans are to staff and the Directors believe that the balances are fully recoverable.

Trade debtors relate to either market or client transactions and are considered to be past due once the date for settlement has passed.
The date for settlement is determined when the trade is booked. It is expected that some transactions may become past due in the
normal course of business. Fees owed by clients are considered to be past due when they remain unpaid after 30 days after the
relevant billing date. Trade debtors that are older than 90 days are provided for unless collateral is held. The maximum exposure
to credit risk is the carrying value as above.

brewin.co.uk 135

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

20. Trade and other receivables (continued)

Ageing of past due but not impaired trade debtors

Not past due
Up to 15 days past due
16 to 30 days past due
31 to 45 days past due
More than 45 days past due

Individually impaired trade debtors

Individually impaired trade debtors
Provision for doubtful debts

Trade debtors

Movements in provision for doubtful debts

At start of period
Net release to the Income Statement
Doubtful debts written off
At end of period

No other financial assets of the Group or the Company, other than doubtful debts, are impaired.

2016
£’000
154,590
2,348
43
64
184
157,229

2015
£’000
192,143
2,255
520
125
1,004
196,047

2016
£’000
83
(33)
50

2015
£’000
351
(108)
243

157,279

196,290

2016
£’000
108
(58)
(17)
33

2015
£’000
197
(89)
–
108

136 Brewin Dolphin Holdings PLC

21. Defined benefit pension scheme
The Group operates a registered Defined Contribution Scheme (the Brewin Dolphin Senior Staff Pension Fund) and a registered Defined
Benefit Scheme (the Brewin Dolphin Limited RBS) in the UK which both offer pensions in retirement and death benefits to members.
The disclosures provided are in respect of the Defined Benefit Scheme only (the ‘Scheme’).

Pension benefits are related to the members’ final salary at retirement and their length of service. The pension is payable for life and has
elements increasing in payment in line with inflation up to a maximum of 5% p.a. Since 1 April 2003 the Scheme has been closed to
new members. Members under age 55 at 1 April 2004 ceased to accrue further service in the Scheme from that date. Contributions to
the Scheme for the year beginning 1 October 2016 are expected to be £3.0 million.

The Scheme is an HMRC registered pension scheme and is subject to standard UK pensions and tax law. This means that the
payment of contributions and benefits are subject to the appropriate tax treatments and restrictions and the Scheme is subject to the
Scheme funding requirements outlined in Section 224 of the Pensions Act 2004.

The Scheme was established under trust and is governed by the Scheme’s Trust Deed and Rules. In accordance with UK trust and
pensions law, the Scheme has appointed Trustees. Although the Group bears the financial cost of the Scheme, the responsibility for
the management and governance of the Scheme lies with the Trustees, who have a duty to act in the best interest of members at
all times.

Valuation for funding purposes
The valuation as at 31 December 2014:

Value of scheme assets

Actuarial value of scheme liabilities in respect of

In-service members
Deferred pensioners
Current pensioners and dependants

Value of scheme liabilities
Scheme deficit
Funding level

£’000
81,609

(17,598)
(31,459)
(43,926)
(92,983)
(11,374)
88%

The Scheme is valued for funding purposes at intervals of not more than three years by an independent qualified actuary. The latest
valuation for funding purposes was as at 31 December 2014.

The Group and the Scheme’s Trustees agreed a deficit reduction plan following the 2014 valuation and it was agreed that Brewin
Dolphin Limited would pay contributions of £250,000 per month from 1 January 2015 with a view to eliminate the deficit by
28 February 2019.

The next actuarial valuation of the Scheme is due as at 31 December 2017 and a revised deficit reduction plan will be considered as
part of this exercise. The administration costs of the Scheme, including investment management fees and Scheme levy payments, are
currently paid by Brewin Dolphin Limited as they fall due.

brewin.co.uk 137

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

21. Defined benefit pension scheme (continued)

Summary of amounts recognised in the financial statements under IAS 19
In the consolidated financial statements, the Group accounts for pension costs, other post-retirement benefits and related redundancy
provisions in accordance with IAS 19 – ‘Employee Benefits’. Under the standard, the difference between the market values of Scheme
assets and the present value of Scheme liabilities is reported as a surplus (to the extent a surplus may be seen) or deficit in the Balance
Sheet. The accounting value is different from the result obtained using the funding basis.

The accounts show the Scheme has a smaller deficit than that revealed by the last funding valuation. The main reasons for this are the
difference between the experience of the Scheme over the period from 1 January 2015 to 30 September 2016 and that assumed for
the purposes of the funding valuation as at 31 December 2014, and the differences in the assumptions used to value the liabilities in
the accounting and funding valuations for the Scheme.

In the preparation of the valuations under IAS 19 referred to in this note, the actuary has used the assumptions indicated below, which
the Group has directed for the purposes of accounting and disclosure under IAS 19.

Risks
The main risks to which the Group is exposed in relation to the pension scheme are:

Mortality risk – the assumptions adopted by the Group make allowance for future improvements in life expectancy. However, if life
expectancy improves at a faster rate than assumed, this would result in greater payments from the Scheme and consequently
increases in the Scheme’s liabilities. The Group and the Scheme’s Trustees review the mortality assumption on a regular basis to
minimise this risk.

Investment risk – the Scheme invests its assets in a diversified portfolio of assets. There are risks that the assets underperform relative
to increases in the value of the Scheme’s liabilities increasing the cost to the Group of the benefit provision. There is a risk that the
assets invested in do not sufficiently match the characteristics of the Scheme’s liabilities and so a fall in asset values is not similarly
matched by a fall in the value of the liabilities. While certain assets are chosen that match the characteristics of the Scheme’s liabilities
and membership profile, the Scheme currently invests in a high proportion of equities and assets that are not expected to closely
match the majority of the Scheme’s liabilities. The Scheme’s Trustees review the performance of the assets and structure of the
portfolio on a regular basis to ensure the risks being taken under investment are commensurate with normal Trustee principles
and the ability of the Group to mitigate adverse investment experience.

Price inflation risk – some of the Scheme’s benefits increase in line with price inflation and so if inflation is greater than expected, the
costs of providing these benefits will increase. The Scheme holds government bonds with payments also linked to inflation to assist
in mitigating this risk.

Scheme investment strategy and level of matching
The Scheme’s investment strategy is to invest broadly 82.5% in higher return seeking assets (e.g. equities, high yielding bonds etc.)
and 17.5% in matching assets (e.g. fixed interest gilts and index-linked gilts). The objective is to target an investment return of 2.5% per
annum (net of fees) in excess of a portfolio of gilts that closely matches the behaviour of the Scheme’s funding liabilities. This return
objective will fall over time, as the proportion of matching assets are increased as the scheme matures, to 0.6% per annum (net of fees)
once all the members have retired. The Scheme also has liability matching swaps in place so that, along with the matching assets,
the majority of the movement in the Scheme’s funding liabilities should be matched by similar movements in the assets. This strategy
reflects the Scheme’s liability profile and the Trustees’ and Company’s attitude to risk. The asset allocations as at 30 September 2016
and 30 September 2015 are provided below, disaggregated between assets that are believed to have a quoted market price in an
active market and those that are unquoted.

138 Brewin Dolphin Holdings PLC

None of the assets of the pension schemes are invested in the Group’s own financial instruments and none of the assets are properties
or other assets used by the Group.

A full actuarial valuation of the Scheme was carried out as at 31 December 2014. The pension valuation under IAS 19 as at
30 September 2016 was carried out by a qualified independent actuary. The major assumptions used by the actuary were (in nominal
terms) as follows:

Discount rate
RPI inflation assumption
CPI inflation assumption
Rate of increase in salaries
LPI pension increases

Average assumed life expectancies for members on retirement at age 65:
Retiring today:

Males
Females

Retiring in 20 years time:

Males
Females

The assets in the scheme were:

Equities and property (quoted)
Fixed interest bonds (quoted)
Index linked bonds (quoted)
Liability hedging (quoted)
Currency hedging (quoted)
Alternatives (quoted)
Cash and cash equivalents
Fair value of scheme assets

The actual return on assets over the period was:

Present value of funded obligations
Fair value of scheme assets
Deficit in funded scheme

Present value of unfunded obligations
Unrecognised actuarial gains/(losses)
Adjustment in respect of asset ceiling and minimum funding requirement
Net liability in balance sheet

As at
30 September
2016
2.20%
3.10%
2.10%
3.10%
3.00%

As at
30 September
2015
3.80%
3.20%
2.20%
3.20%
3.10%

88.7 years
88.9 years

88.6 years
89.9 years

90.4 years
91.7 years

89.9 years
91.4 years

2016
£’000
31,444
24,813
13,165
9,364
6
13,401
13,240
105,433

2016
£’000
(112,385)
105,433
(6,952)

–
–
–
(6,952)

2015
£’000
33,146
26,353
8,764
2,326
(645)
9,932
2,035
81,911

2015
£’000
(84,780)
81,911
(2,869)

–
–
–
(2,869)

brewin.co.uk 139

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

21. Defined benefit pension scheme (continued)
Reconciliation of opening and closing balances of the present value of the defined benefit obligation:

Benefit obligation at beginning of period
Service cost
Interest cost
Contributions by scheme participants
Net remeasurement – demographic
Net remeasurement losses – financial
Net remeasurement gains – experience
Benefits paid
Benefit obligation at end of period

Reconciliation of opening and closing balances of the fair value of plan assets:

Fair value of plan assets at beginning of period
Interest income on scheme assets
Return on assets, excluding interest income
Contributions by employers
Contributions by scheme participants
Benefits paid
Fair value of scheme assets at end of period

The amounts recognised in the Income Statement are:

Service cost
Net interest on the net defined benefit liability
Settlements and curtailments
Total expense

Remeasurements of the net defined benefit liability to be shown in Other Comprehensive Income (“OCI”):

Net remeasurement – demographic
Net remeasurement – financial
Net remeasurement – experience
Return on assets, excluding interest income
Changes in the effect of the asset ceiling excluding interest income
Total remeasurement of the net defined benefit liability to be shown in OCI

2016
£’000
84,780
–
3,168
–
358
29,011
(2,105)
(2,827)
112,385

2016
£’000
81,911
3,116
20,233
3,000
–
(2,827)
105,433

2016
£’000
–
52
–
52

2016
£’000
358
29,011
(2,105)
(20,233)
–
7,031

2015
£’000
83,410
–
3,199
–
(721)
2,771
(1,089)
(2,790)
84,780

2015
£’000
75,675
2,955
3,071
3,000
–
(2,790)
81,911

2015
£’000
–
244
–
244

2015
£’000
(721)
2,771
(1,089)
(3,071)
–
(2,110)

140 Brewin Dolphin Holdings PLC

Sensitivity analysis
It should be noted that the methodology and assumptions prescribed for the purposes of IAS 19 mean that the disclosures will be
inherently volatile, varying greatly according to investment market conditions at each accounting date.

A sensitivity analysis of the principal assumptions used to measure the Scheme liabilities is set out below. The duration of the pension
scheme liabilities is in the region of 19 years.

Assumption
Discount rate
Rate of inflation (RPI and CPI)
Assumed life expectancy

Change in assumption
Decrease by 0.25%
Increase by 0.25%
Members live 1 year longer

Impact on scheme liabilities
Increase by £6.3m
Increase by £4.6m
Increase by £5.1m

The sensitivity figures have been calculated using the same method used for the calculation of the disclosed liabilities as at
30 September 2016. There are no material limitations of the method used to calculate the sensitivities relative to the disclosed liabilities.

22. Net deferred tax asset
In addition to the amount debited to the Income Statement, deferred tax relating to the actuarial loss in the defined benefit pension
scheme amounting to £1,109,000 has been credited to other comprehensive income (2015: £422,000 debited to other comprehensive
income relating to the actuarial gain). Deferred tax on share-based payments of £221,000 has been debited to profit and loss reserves
(2015: £839,000 debited to profit and loss reserves).

The following are the major deferred tax assets/(liabilities) recognised by the Group and movements thereon during the current and
prior reporting period:

At 28 September 2014
Credit/(charge) in the period to the Income
Statement
Charge in the period to the Statement
of Comprehensive Income
Credit/(charge) in the period to the Statement
of Changes in Equity
At 30 September 2015
Credit/(charge) in the period to the Income
Statement
Credit in the period to the Statement
of Comprehensive Income
Charge in the period to the Statement
of Changes in Equity
At 30 September 2016

Capital
allowances
£’000
1,890

Revaluation
£’000
(1,913)

Other
short-term
timing
differences
£’000
1,772

Defined
pension
benefit
scheme
£’000
1,547

Share-
based
payments
£’000
6,056

Capital
losses
£’000
–

Intangible
asset
amortisation
£’000
(216)

Total
£’000
9,136

–

136

(551)

(100)

1,537

(251)

817

–

(422)

–

(422)

–
1,936

1,913
–

–
1,908

–
574

(839)
5,117

–
1,537

–
(467)

1,074
10,605

(210)

–

–
1,726

–

–
6

(665)

(501)

396

(1,537)

(1,183)

(3,700)

–

1,109

–

–
1,243

–
1,182

(221)
5,292

–

–
–

–

1,115

–
(1,650)

(221)
7,799

Deferred income taxes are calculated using rates of UK corporation tax expected to be in force at the time assets are realised
as follows:

Before 31 March 2017
Between 1 April 2017 and 31 March 2020
After 1 April 2020

20%
19%
17%

The enacted rate applicable for the period ended 30 September 2015 was 20%.

brewin.co.uk 141

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

23. Investments

Available-for-sale investments

At 28 September 2014

Additions
Disposals

At 30 September 2015

Additions
Net loss from changes in fair value recognised in equity
Disposals

At 30 September 2016

Current assets
Available-for-sale investments
– Equity
– Asset-backed security
Total investments

Unlisted
investments
£’000
10,000
140
(10,000)
140
770
(30)
(47)
833

2016
£’000

2015
£’000

128
705
833

46
94
140

The asset-backed security is a USD fixed rate note, due to mature on 23 September 2019. The available-for-sale investments are held
at fair value. Further information is disclosed in note 32.

Trading investments

At 30 September 2015
At 30 September 2016

Listed
investments
£’000
945
1,093

The trading investments are measured at fair value which is determined directly by reference to published prices in an active market
where available. They are held in an unregulated subsidiary, Brewin Dolphin MP, whose sole objective is to provide seed capital to the
model portfolios managed under an investment mandate by Brewin Dolphin Limited.

142 Brewin Dolphin Holdings PLC

24. Cash and cash equivalents

Group

Cash and cash equivalents

Company

Cash and cash equivalents

2016
£’000
170,766
170,766

2015
£’000
149,839
149,839

2016
£’000
686
686

2015
£’000
259
259

Cash and cash equivalents comprises cash at banks. The carrying amount of these assets is approximately equal to their fair value.

At the balance sheet date there were deposits for clients, not included in the Consolidated Balance Sheet, which were held in
segregated client bank accounts amounting to £1.63 billion (2015: £1.42 billion).

25. Bank overdrafts

Group

Bank overdrafts

Bank overdrafts are unsecured and repayable on demand.

26. Trade and other payables

Group

Trade creditors
Other creditors
Other taxes and social security
Accruals
Deferred income
Deferred purchase consideration (note 28)

Company

Other creditors
Accruals
Deferred income
Amounts payable to subsidiary undertakings

2016
£’000
–
–

2015
£’000
16
16

2016
£’000
154,147
4,529
8,488
54,479
302
–
221,945

2016
£’000
–
22
4,957
7,334
12,313

2015
£’000
187,049
3,988
8,343
54,596
264
1,284
255,524

2015
£’000
15
13
8,999
7,336
16,363

Trade creditors relate to either market or client transactions; the date for settlement is determined when the trade is booked. Other
trade and other payable balances principally comprise amounts outstanding for ongoing costs.

brewin.co.uk 143

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

27. Provisions

At start of period
Additions
Utilisation of provision
Unwinding of discount
Unused amounts reversed during the period
At end of period

Sundry claims
and associated
costs
£’000
2,426
739
(1,484)
–
(659)
1,022

Onerous
contracts
£’000
14,357
614
(9,723)
174
(1,114)
4,308

Social Security
contributions on
share options
£’000
2,501
832
(902)
–
–
2,431

Leasehold
dilapidations
£’000
2,255
282
(462)
35
(174)
1,936

Total
£’000
21,539
2,467
(12,571)
209
(1,947)
9,697

Included in current liabilities
Included in non-current liabilities

1,022
–
1,022

971
3,337
4,308

1,062
1,369
2,431

42
1,894
1,936

3,097
6,600
9,697

The Group recognises a provision for settlements of sundry claims and associated costs. The timing of the settlements is unknown, but
it is expected that they will be resolved within 12 months.

The onerous contracts provision is in respect of both surplus office space and contracts associated with discontinued operations.

The valuation of an onerous contract is based on the best estimate of the likely costs discounted to present value. Where the provision
is in relation to premises and it is more likely than not that the premises will be sublet, an allowance for sublease income has been
included in the valuation.

Provision of £4.1 million (2015: £4.1 million) has been made for surplus office space, which the Group may not be able to sublet in the
short term. The maximum exposure is the current estimated amount that the Group would have to pay to meet the future obligations
under these lease contracts, which is approximately £11.3 million as at 30 September 2016 (2015: £6.9 million), if the assumption
regarding sublets is removed and the time value of money is ignored. The longest lease term covered by the provision has 16.5 years
remaining and accounts for £3.6 million of the provision.

Provision of £0.2 million (2015: £10.3 million) has been made in relation to onerous contracts resulting from discontinued operations.
These costs arise over the term of the contract. The contracts covered by the provision have a maximum remaining term of three
months and the maximum exposure is £0.2 million, if the time value of money is ignored. During the period settlement has been made
in relation to certain contracts.

The Group recognises a provision of £1.9 million (2015: £2.3 million) for leasehold dilapidations. These costs are expected to arise at
the end of the lease. The leases covered by the provision have a maximum remaining term of 16.5 years.

See note 4b.iv for key sources of estimation uncertainty impacting the provisions.

144 Brewin Dolphin Holdings PLC

28. Shares to be issued including premium and other deferred purchase liabilities
The Group in prior years has acquired investment businesses and teams of investment managers, who brought with them funds (the
latter classified as the intangible asset client relationships) on deferred purchase terms, with the deferred payment made in ordinary
shares and the estimated cost of the shares reassessed annually. All deferred consideration payments for acquisitions have now
been settled.

As at 30 September 2016

Reconciliation of movement in total of current liabilities
Balance as at 30 September 2015
Utilised in period
Balance as at 30 September 2016

As at 30 September 2015

Deferred consideration relating to acquisitions
Current liability
Payments relating to 11 cash-generating units

Reconciliation of movement in total of current and non-current liabilities
Balance as at 28 September 2014
Adjustment to prior year acquisitions (see notes 3(t) and 16)
Unwind of discount charged to the Income Statement
Utilised in period
Balance as at 30 September 2015

Shares to be
issued inc.
premium
(Group &
Company)
£’000

Deferred
Purchase
Consideration
(Group only)
£’000

Total
£’000

9,304
(9,304)
–

1,2841
(1,284)
–

10,588
(10,588)
–

Shares to be
issued inc.
premium
(Group &
Company)
£’000

Deferred
Purchase
Consideration
(Group only)
£’000

Total
£’000

9,304
9,304

1,2841
1,284

10,588
10,588

19,280
(1)
93
(10,068)
9,304

1,402
7
5
(130)
1,284

20,682
6
98
(10,198)
10,588

1 Current liability for Deferred Purchase Consideration is included in the Consolidated Balance Sheet within Trade and Other Payables.

brewin.co.uk 145

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

29. Share capital

Authorised:
Ordinary shares of 1p each

Ordinary shares of 1p each
Allotted, issued and fully paid
Allotted, issued and nil paid

2016
No.

2015
No.

2016
£’000

2015
£’000

500,000,000 500,000,000

5,000

283,026,606 279,262,045
36,832
283,026,606 279,298,877

–

2,830
–
2,830

2,793
–
2,793

During the period the following shares were issued:

At 30 September 2015
Settlement of deferred
consideration
Issue of options
Nil paid shares now paid up
Cost of issue of shares
At 30 September 2016

Date

No. of Fully
Paid Shares
279,262,045

No. of Nil
Paid Shares
36,832

Exercise/Issue Price
(pence)

3 December 2015
Various
Various

3,458,926
268,803
36,832
–
283,026,606

–
269p
– 103.5p – 175.25p
108.6p

(36,832)
–
–

The following options have been granted and remain outstanding:

Share
capital
£’000
2,793

35
2
–

2,830

Share
premium
account
£’000
142,135

9,270
399
40
(8)
151,836

Total
£’000
144,928

9,305
401
40
(8)
154,666

Approved share option
Approved share option
Approved share option
Approved share option
Unapproved share option
Approved share option
Deferred Profit Share Plan1
Approved share option
Approved share option
Deferred Profit Share Plan1
Deferred Profit Share Plan1
Deferred Profit Share Plan1
Equity Award Plan1
Long Term Incentive Plan
Deferred Profit Share Plan1
Equity Award Plan1
Long Term Incentive Plan
Equity Award Plan1
Deferred Profit Share Plan1
Equity Award Plan1
Long Term Incentive Plan
Total options outstanding

Exercise
price
145p
175.25p
168p
103.5p
108.6p
165.7p
Nil
148p
131.3p
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil

Grant date
December 2005
November 2006
November 2007
November 2008
December 2008
December 2009
December 2010
December 2010
December 2011
December 2011
December 2012
December 2013
December 2013
February 2014
December 2014
December 2014
December 2014
January 2015
December 2015
December 2015
December 2015

2016
No.
–
128,676
85,726
50,000
–
158,998
208,378
107,307
61,500
563,497
471,383
1,639,527
1,666,635
878,653
2,057,563
2,321,378
1,496,791
28,070
2,226,832
240,901
1,213,519

2015
No.
10,000
156,676
98,976
65,000
27,624
193,714
337,375
280,228
66,250
695,032
2,587,552
1,671,828
1,684,365
897,935
2,091,804
2,386,521
1,667,624
28,070
–
–
–
15,605,334 14,946,574

1 These options do not count towards dilution limits because the shares have been purchased in the market by the Brewin Dolphin Holdings PLC Employee Share

Ownership Trust.

146 Brewin Dolphin Holdings PLC

The rights and obligations attached to the ordinary shares of 1 penny each in the Company are as follows:

– In terms of voting, every member who is present in person or by proxy at a general meeting of the Company shall have one vote

on a show of hands and one vote for every share held on a poll.

– As regards dividends, all shares in issue at the period end rank pari passu for dividends. Shareholders shall be entitled to receive
dividends following declaration by the Company. Dividends are not payable in respect of any nil paid shares that may be held by
the Trustees in Brewin Dolphin Holdings PLC Employee Share Ownership Trust (the ‘Trust’).

– The Trustees of the Brewin Dolphin Holdings PLC Employee Share Ownerships Trust have agreed to waive all dividends due on

the shares held in the Trust, 11,460,043 ordinary shares as at 30 September 2016 (2015: 11,482,546).

– There are no special rights for the ordinary shares in relation to control of the Company.

On a change of control, the following criteria will apply:

– 2004 Approved Share Option Schemes: Options can be exercised within 30 days of control being obtained. The options will lapse

after six months.

– Long Term Incentive Plan: Awards will automatically vest upon change of control and options will become exercisable from the

date of change of control and will remain exercisable for one month, after which the options will lapse.

– Deferred Profit Share Plan: A replacement award could be made over shares in the acquiring company, otherwise the shares will

vest in full and can be exercised within six months of control being obtained.

– Share Incentive Plan: No Matching Shares shall be forfeited as a consequence of a change of control.

– Equity Award Plan: Awards will automatically vest upon change of control and options will become exercisable from the date of

change of control and will remain exercisable for one month, after which the options will lapse.

30. Own shares
The own shares reserve represents the matching shares purchased in the market and held by the Brewin Dolphin Share Incentive Plan
and shares purchased by the Brewin Dolphin Holdings PLC Employee Share Ownership Trust.

Balance at 28 September 2014
Acquired in the period
Own shares disposed of on exercise of options
Balance at 30 September 2015
Acquired in the period
Own shares disposed of on exercise of options
Own shares disposed of
Balance at 30 September 2016

No. of shares
8,651,615
6,915,245
(3,892,933)
11,673,927
2,514,334
(2,456,282)
(108,505)
11,623,474

£’000
16,045
19,999
(7,891)
28,153
7,220
(5,853)
(226)
29,294

brewin.co.uk 147

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

31. Other reserves

Merger reserve

Group

Balance at 30 September 2015
Balance at 30 September 2016

Company

Balance at 30 September 2015
Balance at 30 September 2016

£’000
70,553
70,553

£’000
70,838
70,838

The merger reserve is used where more than 90% of the share capital in a subsidiary is acquired and the consideration includes the
issue of new shares by the Company, thereby attracting merger relief under Section 612 of the Companies Act 2006.

£38.4 million of the merger reserve arose on a placing of the Company’s shares and forms part of the distributable reserves.

Profit and loss reserve

Company

Balance at 30 September 2015
Balance at 30 September 2016

£’000
30,109
29,793

The profit and loss reserve forms part of distributable reserves.

32. Financial instruments and risk management

Overview
This note presents information about the Group’s exposure to each of the financial instrument key risks (market risk, credit risk and
liquidity risk), the Group’s policy and procedures for measuring and managing risk and the Group’s management of capital.

Risk management
The Board of Directors have overall responsibility for establishing and overseeing the Group’s Risk Management Framework and
risk appetite.

The Board have established a clear relationship between the Group’s strategic objectives and the level of capital which the Board is
prepared to place at risk through a Risk Appetite Statement. The Risk Appetite Statement outlines the nature and quantum of risk that
the Board wishes the Group to bear (its ‘risk appetite’) in order to achieve its strategic objectives whilst remaining within all regulatory
constraints and its own defined levels of capital and liquidity. The Board reviews the statement and related qualitative and quantitative
measures on at least an annual basis to ensure the document continues to reflect the Board’s appetite for risk within the context of the
environment in which the Group operates.

The Group’s Board Risk Committee provides oversight of the adequacy of the Group’s Risk Management Framework based on the
risks to which the Group is exposed. It monitors how management comply with the Group’s risk management policies and procedures.
It is assisted in the discharge of this duty by the Group’s Risk & Compliance Department which has responsibility for monitoring the
overall risk environment of the Group. The Board Risk Committee also regularly monitors exposure against the Group’s Risk Appetite.

The Group’s Audit Committee is responsible for overseeing the financial statements and working closely with the Board Risk
Committee, for both review and oversight of internal controls. The Audit Committee is assisted in the discharge of its obligations by
Internal Audit who undertake periodic and ad-hoc reviews on the effectiveness of controls and compliance with risk
management policies.

148 Brewin Dolphin Holdings PLC

The Group’s risk management policies are intended to ensure that risks are identified, evaluated and subject to ongoing monitoring and
mitigation (where appropriate).The risk policies also serve to set the appropriate control framework, the adequacy and effectiveness of
which is also subject to ongoing testing and review. The aim is to promote a robust risk culture with employees across the Group
understanding their role and obligations under the framework.

Capital structure and capital management
The capital structure of the Group and Company consists of issued share capital, reserves and retained earnings as disclosed in the
Consolidated and Company Statement of Changes in Equity.

Capital generated from the business is both reinvested in the business to generate future growth and returned to shareholders,
principally in the form of dividends. Consideration is given to regulatory capital requirements and to ensure the Group is adequately
capitalised to withstand periods of market stress.

There were no changes in the Group’s approach to capital management during the period.

Regulatory capital requirements
The Group conducts an Internal Capital Adequacy Assessment Process (‘ICAAP’), as required by the Financial Conduct Authority
(‘FCA’) to assess the appropriate amount of regulatory capital to be held by the Group. There are two regulated entities in the Group:
Brewin Dolphin Limited (‘BDL’) regulated by the FCA and Tilman Brewin Dolphin Limited regulated by the Central Bank of Ireland. The
Jersey branch of BDL is regulated by the Jersey Financial Services Commission.

The Pillar II capital assessment of the ICAAP is the Board of Directors’ opinion of the level of capital the Group should hold against the
risks to which the Group is exposed. This takes into the account the Group’s Principal Risk Register which is updated on a regular
basis. The ICAAP is kept updated throughout the year to take account of changes to the Group’s Principal Risks and for any material
changes to strategy or business plans. The ICAAP is discussed and approved at a Brewin Dolphin Holdings PLC Board meeting at
least annually.

Regulatory capital adequacy is monitored by management. The Group uses the standardised approach to Credit Risk to calculate
Pillar I requirements. The Group complied with the FCA’s regulatory capital requirements throughout the period.

The regulatory capital resources of the Group were as follows:

Share capital
Share premium account
Own shares
Revaluation reserve
Merger reserve
Profit and loss account

Shares to be issued
Regulatory capital resources before deductions
Deduction – Intangible assets (net of deferred tax liability)
Deduction – Free deliveries
Total regulatory capital resources after deductions

2016
£‘000
2,830
151,836
(29,294)
(24)
70,553
46,908
242,809
–
242,809
(78,746)
(82)
163,981

2015
£‘000
2,793
142,135
(28,153)
–
70,553
31,823
219,151
9,304
228,455
(83,076)
(88)
145,291

Information disclosure under Pillar 3 of the Capital Requirements Directive will be published on the Group’s website before
31 December 2016 at www.brewin.co.uk.

Significant accounting policies
Details of the significant accounting policies, including the criteria for recognition, the basis of measurement and the basis on which
income and expenses are recognised, in respect of each financial asset and financial liability, are disclosed in note 3(r) to the
financial statements.

brewin.co.uk 149

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

32. Financial instruments and risk management (continued)

Categories of financial instruments

Group

Financial assets
Fair value through profit and loss – held for trading
Loans and receivables (including cash and trade receivables)
Available-for-sale investments

Financial liabilities
Shares to be issued including premium
Amortised cost

Company

Financial assets
Loans and receivables (including cash and trade receivables)

Financial liabilities
Shares to be issued including premium
Amortised cost

Carrying value

2016
£’000

2015
£’000

1,093
380,601
833
382,527

945
395,999
140
397,084

–
203,791
203,791

9,304
233,445
242,749

Carrying value

2016
£’000

2015
£’000

46,887
46,887

49,601
49,601

–
7,356
7,356

9,304
7,363
16,667

The carrying value approximates to the fair value of the financial assets and liabilities held.

Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices, will affect the
Group’s income or the value of its holdings of financial instruments. The objective of the Group’s market risk management is to both
control and manage exposure within the Group’s risk appetite whilst accepting the inherent risk of market fluctuations.

The Group undertakes investment management and stockbroking activities on an agency basis on behalf of its clients. The Group
holds financial instruments as principal, but does not trade as principal. All trades are matched in the market (see note 20).

The Group transacts foreign currency deals in order to fulfil our client obligations and any non-sterling costs to our business. Foreign
currency exposure is matched intra-day and at the end of each day.

The total net foreign exchange exposure resulting from income yet to be converted to sterling at the year end was a debtor of
£537,000 (2015: £495,000).

At the period end Tilman Brewin Dolphin Limited (‘TBD’) had net assets of £3.6 million (2015: £3.6 million) denominated in its local
currency (Euros). The Group is exposed to translation risk in respect of the foreign currency value of the net assets of TBD.

The Group does not hold any derivatives (2015: none).

There has been no change to the Group’s exposure to market risks or the manner in which it manages and measures the risk during
the period.

150 Brewin Dolphin Holdings PLC

Equity price risk

The Group is exposed to equity risk arising from both available-for-sale and held-for-trading investments.

Equity price sensitivity analysis

The sensitivity analyses below have been determined based on the exposure to equity price risk at the reporting date.

If equity prices had been 5% higher/lower:

– Pre-tax profit for the period ended 30 September 2016 would have been £52,000 higher/lower (2015: £47,000 higher/lower) due

to changes in the value of held-for-trading investment; and

– Other equity reserves as at 30 September 2016 would increase/decrease by £6,400 (2015: increase/decrease by £2,300) pre-tax

for the Group as a result of the changes in fair value of available-for-sale investments.

The Group’s sensitivity to equity prices has not changed significantly from the prior period.

Interest rate risk

The Group is exposed to interest rate risk in respect of the Group’s cash and in respect of client deposits. The Group holds client
deposits on demand and in 30 day notice accounts (variable interest rates). During the period a 1% increase in base rate would have
increased pre-tax profitability by £1,068,000 (2015: £939,000).

Credit risk
Credit risk refers to the risk that a client or other counterparty will default on its contractual obligations resulting in financial loss to the
Group. The Group’s exposure to credit risk arises principally from the settlement of client and market transactions (‘settlement risk’) and
cash deposited at banks.

Settlement risk

Exposures to settlement risk are spread across a large number of counterparties and clients. A delivery versus payment (‘DVP’)
settlement method is also used for the majority of transactions, ensuring that securities and cash are exchanged within a short period
of time. Consequently, no residual maturity analysis is presented. The Group also holds collateral in the form of cash, as well as equity
and bonds which are quoted on recognised exchanges. This collateral is held, principally, in Group nominee accounts.

Concentration of credit risk

The Group has no significant concentration of credit risk with the exception of cash where the majority is spread across three major
banking groups.

Maximum exposure

The maximum exposure to credit risk at the end of the reporting period is equal to the balance sheet figure.

Credit exposure

Credit exposure in relation to settlement risk is monitored daily. The Group’s exposure to large trades is limited with an average bargain
size in the current period of £15,765 (2015: £11,060); there are additional controls for high value trades.

Impaired assets

The total gross amount of individually impaired assets in relation to trade receivables at the period end was £83,000 (2015: £351,000).
Collateral valued at fair value by the Group in relation to these impaired assets was £50,000 (2015: £243,000).This collateral is stock
held in the clients’ account which per our client terms and conditions can be sold to meet any unpaid liabilities falling due. The net
difference has been provided as a doubtful debt (see note 20). Note 20 details amounts past due but not impaired.

brewin.co.uk 151

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

32. Financial instruments and risk management (continued)

Non-impaired assets

Financial assets that are neither past due nor impaired in respect of trade receivables relate mainly to bonds and equity trades quoted
on a recognised exchange, are matched in the market, and are either traded on a DVP basis or against a client’s portfolio in respect of
which any one trade would normally be a small percentage of the client’s collateral held in the Group nominee. At the period end no
financial assets that would otherwise be past due or impaired had been renegotiated (2015: none).

Loans to employees are repayable over 5 to 10 years (see note 20).

The credit risk on liquid funds, cash and cash equivalents, is limited as deposits are diversified across a panel of major banks. This
ensures that the Group is not excessively exposed to an individual counterparty. The Group’s policy requires cash deposits to be
placed with banks with a minimum short-term credit rating of A-2 (S&P)/P-2 (Moody’s)/F-2 (Fitch), excluding Tilman Brewin Dolphin
Limited. Requirements and limits are reviewed on a regular basis. The Group’s allocation of cash and cash equivalents to S&P rating
grades has been outlined in the below table:

Cash and cash equivalents

A-1+
0.0%

A-1
58.3%

A-2
41.6%

Below A-2
0.1%

The Group maintains a set of Credit Risk policies which are regularly reviewed by the Board. A due diligence review is also performed
on all counterparties on an annual basis, at a minimum. The investment of cash is managed by the Treasury Department.

There has been no material change to the Group’s exposure to credit risk during the period.

Liquidity risk
Liquidity risk refers to the risk that the Group will be unable to meet its financial obligations as they fall due. The Group maintains
adequate cash resources to meet its financial obligations at all times. All client cash deposits are repayable on demand. At
30 September 2016, the Group had access to an unsecured overdraft facility of £10 million (2015: £12 million).

The Group has a Liquidity Policy which is reviewed by the Board regularly. As the Group normally deals with the market on a DVP
basis, liquidity risk is monitored by daily exception reports of unmatched items past settlement date.

There has been no change to the Group’s exposure to liquidity risk or the manner in which it manages and measures the risk during
the period.

The following are the undiscounted cash flows, with the exception of shares to be issued, of financial liabilities based on the earliest
date on which the Group can be required to pay.

152 Brewin Dolphin Holdings PLC

Group

As at 30 September 2016

Financial liabilities
Amortised cost

As at 30 September 2015

Financial liabilities
Shares to be issued including premium
Amortised cost

Company

As at 30 September 2016

Financial liabilities
Amortised cost

As at 30 September 2015

Financial liabilities
Shares to be issued including premium
Amortised cost

Up to
1 month
£’000

1 month to
3 months
£’000

3 months
to 1 year
£’000

1 to 5 years
£’000

Over 5 years
£’000

Total
£’000

164,097
164,097

25,554
25,554

13,078
13,078

1,062
1,062

–
–

203,791
203,791

Up to
1 month
£’000

1 month to
3 months
£’000

3 months
to 1 year
£’000

1 to 5 years
£’000

Over 5 years
£’000

Total
£’000

–
188,833
188,833

9,304
26,876
36,180

–
17,135
17,135

–
601
601

–
–
–

9,304
233,445
242,749

Up to
1 month
£’000

1 month to
3 months
£’000

3 months
to 1 year
£’000

1 to 5 years
£’000

Over 5 years
£’000

Total
£’000

7,356
7,356

–
–

7,356
7,356

Up to
1 month
£’000

1 month to
3 months
£’000

3 months
to 1 year
£’000

1 to 5 years
£’000

Over 5 years
£’000

Total
£’000

–
7,363
7,363

9,304
–
9,304

–
–
–

9,304
7,363
16,667

brewin.co.uk 153

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

32. Financial instruments and risk management (continued)

Fair value measurement recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1 to 3 based on the degree to which the fair value is observable:

– Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets

or liabilities;

– Level 2 fair value measurements are those derived from inputs other than the quoted price included within Level 1 that are

observable for the asset or a liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

– Level 3 fair value measurements are those derived from formal valuation techniques that include inputs for the asset or liability that

are not based on observable market data (unobservable inputs).

Fair value of the Group’s financial assets and liabilities that are measured at fair value on a recurring basis
Some of the Group’s financial assets and liabilities are measured at fair value at the end of each reporting period. The following table
gives information about how the fair values of these financial assets and liabilities are determined.

Level 1
Trading investments

Level 3
Available-for-sale
investments – Equity

Fair value as at
30 September
2016
£’000

Fair value as at
30 September
2015
£’000

Valuation
technique(s) and
key input(s)

Significant
unobservable
input(s)

Relationship
of unobservable
inputs to fair value

1,093

945 Quoted bid prices in an

n/a

active market

128

46 The valuation is based on
published monthly NAVs
where available.

Marketability
discount ranging
between 30-50%

Where not available the valuation
is based on the net assets
reported in the latest audited
accounts less the intangible
assets. A marketability discount
is applied as this investment is
highly illiquid.

As the marketability
discount increases
the valuation
decreases.

Available-for-sale
investments – Asset-backed
securities

705

94 The valuation is based on

the discounted expected cash
flows, which is extracted from
the latest audited accounts.

Marketability
discount ranging
between 30-50%

As the marketability
discount increases
the valuation
decreases.

Shares to be issued
including premium

Deferred purchase
consideration

–

A marketability discount is applied
as this investment is highly illiquid.
9,304 The valuation of the consideration
is based on actual earnings.
The terms are agreed as part
of each acquisition.

1,284 The valuation of the consideration
is based on actual earnings.
The terms are agreed as part
of each acquisition.

n/a

154 Brewin Dolphin Holdings PLC

Sensitivity analysis
A sensitivity analysis of the significant unobservable inputs used in valuing the Level 3 financial instruments is set out below:

Financial asset
Current assets – Available-for-sale investments – Equity Marketability discount
Current assets – Available-for-sale investments –
Asset-backed securities

Marketability discount

Assumption

Fair value hierarchy

As at 30 September 2016

Held for trading
Equities
Available-for-sale financial assets
Equities
Asset-backed securities
Total

As at 30 September 2015

Held for trading
Equities
Available-for-sale financial assets
Equities
Asset-backed securities
Total

Reconciliation of Level 3 fair value measurement of financial assets:

Available-for-sale

Balance at 28 September 2014
Disposal
Addition
Balance at 30 September 2015
Disposal
Net loss from changes in fair value recognised in equity
Addition
Balance at 30 September 2016

Change in assumption
Increase by 5%

Impact on valuation
Decrease by £2,000

Increase by 5%

Decrease by £54,000

Level 1
£’000

Level 2
£’000

Level 3
£’000

Total
£’000

–

1,093

–
–
1,093

–

–
–
–

128
705
833

Level 1
£’000

Level 2
£’000

Level 3
£’000

945

–
–
945

–

–
–
–

–

46
94
140

128
705
1,926

Total
£’000

945

46
94
1,085

Total
£’000
10,000
(10,000)
140
140
(47)
(30)
770
833

The table above only includes financial assets. The only financial liabilities subsequently measured at fair value on level 3 fair value
measurement represent shares to be issued and deferred purchase consideration. No gain or loss for the period relating to this has
been recognised in profit or loss.

brewin.co.uk 155

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

33. Share-based payments

Equity-settled share option schemes
The Group has a number of share incentive plans for the granting of non-transferable options to employees.

The details of the plans are as follows:

Scheme
2004 Approved Share
Option Scheme

The mid market average on the 3
dealing days immediately preceding
date of grant
2002 Senior Employee Matching
Purchase Scheme

The average closing mid market
price on the 3 dealing days
immediately preceding date
of grant

Vesting Period
After the fifth anniversary of the date of grant
provided the performance condition has been
met with an opportunity for retesting after
one further

Matching Option: From the fourth anniversary
of the date of the grant, upon the payments in
full for the Purchased Shares to which the
Matching Option relates and subject to
satisfaction of a performance condition
determined prior to the date of grant

Exercisable
5 to 10 years from date
of grant

Expiry Date
The tenth anniversary
of the date of grant

4 to 7 years from
date of grant

The seventh
anniversary of the
date of the grant

Details of the share options outstanding during the period ended 30 September 2016 are as follows:

2004 Approved Option Scheme
Weighted Average Exercise Price (pence)
2002 Senior Employee Matching Share
Purchase Scheme
Weighted Average Exercise Price (pence)

Outstanding at
the beginning
of the period
870,844
154.5p

Granted
during the
period
–
–

Forfeited
during the
period
(28,250)
137.7p

Exercised
during the
period
(250,387)
152.6p

Expired
during the
period
–
–

Outstanding
at the end of
the period
592,207
156.1p

Exercisable
at the end of
the period
530,707
158.9p

27,624
108.6p

–
–

(9,208)
108.6p

(18,416)
108.6p

–
–

The table above and the one following exclude all options issued prior to November 2002.

Details of the share options outstanding during the period ended 30 September 2015 were as follows:

2004 Approved Option Scheme
Weighted Average Exercise Price (pence)
2002 Senior Employee Matching Share
Purchase Scheme
Weighted Average Exercise Price (pence)

Outstanding at
the beginning of
the period
1,609,839
156.7p

Granted
during the
period
–
–

Forfeited
during the
period
(74,798)
156.3p

Exercised
during the
period
(664,197)
159.7p

Expired
during the
period
–
–

Outstanding
at the end of
the period
870,844
154.5p

Exercisable
at the end of
the period
524,366
160.9p

1,149,007
128.4p

– (1,029,303)
130.7p
–

(92,080)
108.6p

–
–

27,624
108.6p

–
–

The weighted average share price at the date of exercise for share options exercised during the period was 285p (2015: 285p).The
options outstanding at 30 September 2016 had a weighted average exercise price (refer to note 29 for a full breakdown of each option
and the exercise price) of 150p (2015: 78p), and a weighted average remaining contractual life of 0.02 years (2015: 0.94 years). During
the year ended 30 September 2016 there were no options granted.

156 Brewin Dolphin Holdings PLC

The inputs into the Black-Scholes model used for the purposes of determining fair value of options were as follows:

Weighted average share price
Weighted average exercise price
Expected volatility
Expected life (yrs)
Risk free rate
Expected dividend yield

2004
Approved
Option Scheme
147.0p
146.1p
38%
5
3.6%
4.2%

2002 Senior
Employee
Matching Share
Purchase
Scheme
136.0p
135.6p
38%
4
4.6%
3.9%

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous year.

Other equity-settled share-based payment plans

Long Term Incentive Plan (‘LTIP’)

The Long Term Incentive Plan is a conditional arrangement under which contingent share awards can be made to selected senior
management, including the Executive Directors. Details regarding the awards to the Executive Directors are set out in the Remuneration
Report. The award will vest in one tranche, no earlier than three years from the grant date. Vesting will be subject to performance
conditions which are set prior to each grant by the Remuneration Committee. The performance conditions will be related to the
financial performance of the Group.

During 2016, the Group granted 1,355,565 LTIP awards which have an aggregate fair value of £3,080,000 at the date of grant. The
Black-Scholes model is used to fair value the LTIP at the date of grant. The inputs into the Black-Scholes model used for the purposes
of determining fair value were as follows:

Weighted average share price
Weighted average exercise price
Expected volatility
Expected life (yrs)
Risk free rate
Expected dividend yield

Share Incentive Plan (‘SIP’)

Long Term
Incentive
Plan
269.0p
0.0p
26%
3
1.1%
5.6%

The Group has a Share Incentive Plan. Employees may use funds from their gross salary up to a maximum of 10% of their gross salary
in monthly payments (being not less than £10 and not greater than £150) to acquire ordinary shares in the Company (‘Partnership
Shares’). Partnership Shares are acquired monthly with an annual opportunity to top up contributions to the maximum annual limit of
£1,800 (or 10% of salary if lower). For every Partnership Share purchased, the employee receives one matching share up to a total
value of £20 per month. All shares to date awarded under this scheme have been purchased in the market monthly; it is the intention of
the Directors to continue this policy in the year to September 2017.

As at 30 September 2016, 2,130,001 (2015: 2,077,744) ordinary shares in Brewin Dolphin Holdings PLC were held for the SIP. Of the
total number of shares held, 161,832 (2015: 187,677) have been conditionally gifted to employees and 1,598 (2015: 3,704)
remain unallocated.

brewin.co.uk 157

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

33. Share-based payments (continued)

Deferred Profit Share Plan (‘DPSP’)

The DPSP provides for eligible employees to defer part of their annual profit share entitlement into an award over ordinary shares
(an ‘Award’).Current policy is that employees receiving annual profit share in excess of £50,000 are required to defer 33% of any profit
share in excess of this amount for a period of three years. Additional deferral requirements apply to Executive Directors which are set
out in the Directors’ Remuneration Report. Awards are generally in the form of nil cost options to acquire ordinary shares, although
at the discretion of the Committee they may also take the form of a conditional right to receive ordinary shares. Awards in the form
of mandatory deferrals made to the employees who leave the Group at any time prior to vesting lapse unless the employee leaves
as a result of good leaver provisions. It is the intention of the Board to recommend our Trustees to purchase the shares in the market
to satisfy options awarded under this scheme in order to avoid dilution in the year to September 2017.

During 2016, the Group granted 2,250,690 DPSP options which have an aggregate fair value of £6,054,000 at the date of grant.

Equity Award Plan (‘EAP’)

The Equity Award Plan is a discretionary arrangement under which contingent share awards can be made to selected employees within
the Group below Board level, for example to reward exceptional performance on behalf of the Group or in certain circumstances to aid
key staff retention. Awards are generally in the form of conditional share awards, although at the discretion of the Committee they may
also take the form of share options. Awards will normally vest three years after grant subject to continued service provisions. Awards
will only be capable of being satisfied with existing shares sourced via the Company’s employee benefit trust. No newly issued shares
and/or treasury shares can be used under the EAP. Only non-director employees are eligible for selection to participate in the plan.

During 2016, the Group granted 240,901 EAP awards which have an aggregate fair value of £648,000 at the date of grant.

The Group recognised total expenses in the period of £8,387,000 (2015: £8,938,000) related to equity-settled share-based
payment transactions.

34. Operating lease arrangements
The Group recognised operating leases payments as an expense in the year as follows:

Lease payments

2016

2015

Land and
buildings
£’000
5,921
5,921

Hire of
equipment
£’000
247
247

Land and
buildings
£’000
5,901
5,901

Hire of
equipment
£’000
518
518

At the balance sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:

Amounts payable under operating leases:
Within one year
In the second to fifth years inclusive
After five years

2016

2015

Land and
buildings
£’000

Hire of
equipment
£’000

Land and
buildings
£’000

Hire of
equipment
£’000

7,144
25,367
22,377
54,888

223
233
–
466

5,873
22,748
25,530
54,151

243
427
–
670

The Group has significant operating lease arrangements with respect to the premises it occupies. Hire of equipment is in relation to
multifunctional printers. There are a number of property leases currently subject to a rent review; outcomes of the rent review have not
been anticipated and will impact the figures reported above once concluded.

The calculation of the future operating lease commitments has certain assumptions based on whether or not the Group expects to
exercise break options. If these assumptions are removed and it is assumed that the Group will remain in all properties until the lease
end date, the total commitment is £64,142,000.

158 Brewin Dolphin Holdings PLC

35. Contractual commitments
Capital expenditure authorised and contracted for at 30 September 2016 but not provided in the financial statements amounted to £nil
(2015: £475,000).

36. Notes to the Cash Flow Statement

Group

Operating profit from continuing operations
Profit/(loss) from discontinued operations
Adjustments for:

Depreciation of property, plant and equipment
Amortisation of intangible assets – client relationships
Amortisation of intangible assets – software
Impairment of intangible assets and tangible assets
Loss on disposal of property, plant and equipment
Profit on disposal of discontinued operation
Defined benefit pension scheme
Share-based payment expense
Translation adjustments
Interest income
Interest expense

Operating cash flows before movements in working capital
Decrease in payables
Decrease in receivables and trading investments
Cash generated by operating activities

Tax paid

Net cash inflow from operating activities

Company

Operating profit
Operating cash flows before movements in working capital
Decrease in payables
Decrease/(increase) in receivables and trading investments
Cash generated by operating activities

Tax paid

Net cash inflow from operating activities

37. Post balance sheet events
There have been no post-balance sheet events.

2016
£’000
49,743
14,030

3,505
6,287
4,441
680
–
(14,000)
(3,000)
8,387
(8)
514
(65)
70,514
(45,478)
35,910
60,946
(8,913)
52,033

2016
£’000
29,885
29,885
(14)
3,156
33,027
(525)
32,502

2015
£’000
50,810
(10,387)

5,002
9,219
2,715
280
26
–
(3,000)
8,938
41
907
(41)
64,510
(44,349)
48,802
68,963
(11,485)
57,478

2015
£’000
36,314
36,314
(25)
(11,604)
24,685
–
24,685

brewin.co.uk 159

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Notes to the Financial Statements continued

38. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. The
captions in the primary statements of the Company include amounts attributable to subsidiaries. These amounts have been disclosed
in aggregate in the relevant notes to the financial statements and in detail in the following table:

Bell Lawrie White & Co. Limited
Brewin Dolphin Limited
Brewin Broking Limited

Amounts owed
by related parties

Amounts owed
to related parties

2016
£’000
–
46,151
–
46,151

2015
£’000
–
49,292
–
49,292

2016
£’000
2,434
–
4,900
7,334

2015
£’000
2,436
–
4,900
7,336

All amounts owed by related parties are interest free and repayable on demand.

The only effect of related party transactions on the profit and loss of the Company was in respect of dividends. The Company received
dividends of £30m (2015: £35m) from Brewin Dolphin Limited.

The Group companies did not enter into any transactions with related parties who are not members of the Group during the period,
save as disclosed elsewhere in these financial statements.

All amounts outstanding with related parties are unsecured and will be settled in cash. No guarantees have been given or received.

No provisions have been made for doubtful debts in respect of the amounts owed by related parties.

Remuneration of key management personnel
Key management personnel for the Group have been determined to be the Directors and members of the Executive Committee. The
members of the Executive Committee have been considered to be key management personnel since the expansion of the Executive
Committee in January 2016.

Key management personnel are responsible for planning, directing and controlling the activities of the Group. The remuneration paid to
key management personnel is as follows:

Short-term employee benefits
Post-employment benefits
Other long-term benefits
Termination benefits
Share-based payment

2016
£’000
4,877
–
10
162
920
5,969

2015
£’000
2,516
–
–
–
512
3,028

The remuneration of individual Directors is set out in the Directors’ Remuneration Report on page 85 in addition to the
disclosure above.

A number of the Group’s key management personnel and their close family members make use of the services provided by companies
within the Group. Charges for such services are made at various staff rates.

Directors’ transactions
There are no material contracts, loans to Directors or other related party transactions with Directors.

160 Brewin Dolphin Holdings PLC

Five Year Record – continuing operations (unaudited)

Revenue
Other operating income
Income

Staff costs
Other operating costs
Exceptional items

FSCS levy
Redundancy costs
Onerous contracts
Impairment of intangible assets
Licence provision
One-off migration costs
Amortisation of intangible assets – client relationships

Operating expenses

Operating profit
Net finance income and other gains and losses
Profit before tax
Tax
Profit attributable to equity shareholders of the parent
from continuing operations (except 2012-20131)

2016
£’000
280,484
1,866
282,350

2015
£’000
280,196
3,495
283,691

2014
£’000
275,316
5,443
280,759

20131
£’000
271,954
11,724
283,678

20121
£’000
253,112
16,419
269,531

(152,175)
(69,458)

(152,982)
(68,975)

(147,345)
(76,066)

(148,974)
(83,418)

(133,242)
(94,196)

–
(2,780)
(311)
–
–
(1,596)
(6,287)
(232,607)

49,743
319
50,062
(11,095)

1,160
(2,432)
(433)
–
–
–
(9,219)
(232,881)

50,810
10,190
61,000
(12,729)

–
(2,269)
(2,005)
(31,693)
(2,034)
–
(13,592)
(275,004)

5,755
1,003
6,758
(1,362)

(1,107)
(4,795)
(6,232)
–
–
–
(12,520)
(257,046)

26,632
1,768
28,400
(7,257)

(553)
(570)
–
–
–
–
(11,871)
(240,432)

29,099
784
29,883
(8,389)

38,967

48,271

5,396

21,143

21,494

Dividend per share

13.0p

12.0p

9.9p

8.6p

7.15p

Adjusted2 earnings per share
From continuing operations before amortisation of client relationships and exceptional items listed above.

Basic
Adjusted2 diluted

17.7p
16.8p

18.0p
17.1p

17.0p
16.0p

15.7p
14.8p

13.2p
12.5p

1 Discontinued operations have not been separated from these comparative periods.
2 See note 15.

brewin.co.uk 161

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Appendix – calculation of KPIs

Capital sufficiency
8. Capital adequacy ratio is calculated by dividing regulatory
capital resources over the assessment of regulatory capital
requirements (see note 32).

Dividend growth
9. Adjusted1 earnings per share growth rate of -2%

(2015: 7%) shows the decrease in diluted earnings per
share from 17.1p in 2015 to 16.8p in 2016.

10. Dividend growth, the total dividend paid by the Group
in 2016 is 13.0p (2015: 12.0p), a growth rate of 8.3%
(2015: 21%).

Revenue growth
1. Discretionary funds inflows are calculated from the Group’s
client database. The growth of 4.4% (see page 40) net inflows
is derived from the total new client accounts opened, closed
or transferred between services categories during the period.
Net inflows of £1.1 billion over the opening discretionary funds
value of £24.8 billion show an increase of 4%.

2. Discretionary service yield is calculated as total

discretionary commission and fee income over the
average funds for the period. Core discretionary income in
2016 of £235.4 million (2015: £225.5 million) from average
discretionary funds of £26.8 billion (2015: £24.4 billion) results
in a 88 bps (2015: 89 bps) yield.

3. Revenue growth of -1% (2015: 1%) is the movement in total
income from £283.7 million in 2015 to £282.4 million in 2016.

Improved efficiency
4. Adjusted1 PBT margin is calculated by taking the adjusted1
profit before tax of £61.0 million in 2016 (2015: £62.2 million)
over the total income of £282.4 million (2015: £283.7 million)
resulting in an adjusted1 PBT margin of 21.6% (2015: 21.9%).

5. Percentage of managed funds in discretionary service of
91% (2015: 88%) is calculated by using the total discretionary
funds of £28.9 billion (2015: £24.8 billion) over the total
managed/advised funds for the Group of £31.9 billion
(2015: £28.3 billion) (see page 40).

6. Discretionary funds per CF30 of £68 million (2015:

£55 million) is based on the total of discretionary funds
as per point 5 above over the total number of registered
CF30s (Investment Managers and Financial Planners)
for the Group of 427 (2015: 449).

7. Average client portfolio size is calculated by dividing the
total discretionary and advisory funds by the number
of clients.

1 Excluding disposal of available-for-sale investment, redundancy costs, FSCS levy

rebate, onerous contracts, amortisation of client relationships and one-off
migration costs.

162 Brewin Dolphin Holdings PLC

Shareholder Information

Investor information
Visit our website, www.brewin.co.uk for investor information and
Company news. In addition to accessing financial data, you can
view and download Annual and Half Year Reports, analyst
presentations and access the best of our research and
investment views, plus lifestyle news and interviews.

You can also subscribe to an email news alert service to
automatically receive an email when significant announcements
are made.

Shareholding information
Please contact our registrars, Equiniti, directly for all enquiries
about your shareholding. Visit their Investor Centre website
www.shareview.co.uk for online information about your
shareholding (you will need your shareholder reference number
which can be found on your share certificate or dividend tax
voucher), or telephone the registrars direct: 0371 384 2030 or
+ 44 (0) 121 415 7047.

Dividend mandate
Shareholders can arrange to have their dividends paid directly
into their bank or building society account by completing a bank
mandate form. The advantages to using this service are: the
payment is more secure than sending a cheque through the post;
it avoids the inconvenience of paying in a cheque; and there is no

risk of lost, stolen or out-of-date cheques. A mandate form can
be obtained from Equiniti or you will find one on the reverse of the
tax voucher of your last dividend payment.

Electronic communications
Shareholders have previously passed a resolution enabling Brewin
to take advantage of provisions in the Companies Act 2006 that
allow us to supply documents such as the Annual Report and
Accounts to our shareholders via our website www.brewin.co.uk.
This helps to reduce the cost and environmental impact of
producing and distributing printed documents. Shareholders that
wish to continue to receive shareholder documents in hard copy
can request this by writing to the registrar, Equiniti.

All shareholder communications, including the Company’s Annual
Report and Accounts, are made available to shareholders on the
Brewin website and you may opt to receive email notification that
documents and information are available to view and download.
If you would like to sign up for this service, visit Equiniti’s website.
You may change the way you receive communications at any time
by contacting Equiniti.

Annual General Meeting
The 2017 Annual General Meeting of Brewin Dolphin Holdings
PLC will be held in the Haberdashers' Hall, 18 West Smithfield,
London EC9A 1HQ on Friday 3 February 2017 at 11.30 am.

Contacts and advisers

Company Secretary
Louise Meads
12 Smithfield Street
London
EC1A 9BD

+44 (0) 20 7248 4400

Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing, West Sussex
BN99 6DA

+44 (0) 121 415 7047

Director of Marketing
and Communications
Gregory Thorpe
12 Smithfield Street
London
EC1A 9BD

+44 (0) 20 7248 4400

Corporate Lawyer
Travers Smith LLP
10 Snow Hill
London
EC1A 2AL

Registered Office
12 Smithfield Street
London
EC1A 9BD

Company registration
number: 268580

Auditor
Deloitte LLP
Hill House
1 Little New Street
London
EC4A 3TR

Principal Banker
Bank of Scotland
Corporate Specialist & Deposit Services
Pentland House (2nd Floor)
8 Lochside Avenue
Edinburgh
EH12 9DJ

Corporate Broker and Joint
Financial Adviser
Royal Bank of Canada Europe Limited
Thames Court
One Queenhithe
London
EC4V 4DE

Joint Financial Adviser
Rothschild
New Court
St. Swithin’s Lane
London
EC4N 8AL

brewin.co.uk 163

STRATEGIC REPORTGOVERNANCEFINANCIAL STATEMENTSOTHER INFORMATION

Branch Address List

Dublin
Tilman Brewin Dolphin
3 Richview Office Park
Clonskeagh
Dublin 14
Telephone:+353(0) 126 00080
Web: www.tam.ie

Dundee
31–32 City Quay
Camperdown Street
Dundee
DD1 3JA
Telephone: 0138 231 7200

East Anglia
Fraser House
23 Museum Street
Ipswich
Suffolk
IP1 1HN
Telephone: 0147 326 7200

Edinburgh
6th Floor
Atria One
144 Morrison Street
Edinburgh
EH3 8BR
Telephone: 0131 225 2566

Exeter
Vantage Point
Woodwater Park
Pynes Hill
Exeter
Devon
EX2 5FD
Telephone: 0139 244 0450

Glasgow
48 St. Vincent Street
Glasgow
G2 5TS
Telephone: 0141 221 7733

Jersey
2nd Floor
Kingsgate House
55 The Esplanade
St Helier
Jersey
JE2 3QB
Telephone: 0153 470 3000

Leeds
10 Wellington Place
Leeds
LS1 4AN
Telephone: 0113 245 9341

Leicester
Two Colton Square
Leicester
LE1 1QF
Telephone: 0116 242 0700

Lincoln
Olympic House
Doddington Road
Lincoln
LN6 3SE
Telephone: 0152 250 3000

London
12 Smithfield Street
London
EC1A 9BD
Telephone: 0207 246 1000

Manchester
1 The Avenue
Spinningfields Square
Manchester
M3 3AP
Telephone: 0161 839 4222

Marlborough
Woodstock Court
Blenheim Road
Marlborough
Wiltshire
SN8 4AN
Telephone: 0167 251 9600

Newcastle
Time Central
Gallowgate
Newcastle upon Tyne
NE1 4SR
Telephone: 0191 279 7300

Nottingham
1st Floor
Waterfront House
Waterfront Plaza
35 Station Street
Nottingham
NG2 3DQ
Telephone: 0115 852 5580

Oxford
4 King Edward Street
Oxford
OX1 4HS
Telephone: 0186 525 5750

Penrith
1 Mason Court
Gillan Way
Penrith 40 Business Park
Penrith
Cumbria
CA11 9GR
Telephone: 0176 886 1710

Plymouth
Ashleigh Court
Ashleigh Way
Langage Business Park
Plymouth
PL7 5JX
Telephone: 0175 233 4650

Reigate
45 London Road
Reigate
Surrey
RH2 9PY
Telephone: 0173 722 3722

Shrewsbury
Mutual House
Sitka Drive
Shrewsbury Business Park
Shrewsbury
Shropshire
SY2 6LG
Telephone: 0174 339 9000

Aberdeen
23 Rubislaw Terrace
Aberdeen
AB10 1XE
Telephone: 0122 426 7900

Belfast
6th Floor
Waterfront Plaza
8 Laganbank Road
Belfast
BT1 3LY
Telephone: 0289 044 6000

Birmingham
9 Colmore Row
Birmingham
B3 2BJ
Telephone: 0121 710 3500

Bournemouth
Waverley House
115–119 Holdenhurst Road
Bournemouth
BH8 8PW
Telephone: 0120 231 2500

Bristol
The Paragon
Counterslip
Bristol
BS1 6BX
Telephone: 0117 968 9500

Cambridge
Wellington House,
East Road,
Cambridge
CB1 1BH
Telephone: 0203 201 3050

Cardiff
2nd Floor
5 Callaghan Square
Cardiff
CF10 5BT
Telephone: 0292 034 0100

Cheltenham
2nd Floor
St. James’ House
St. James’ Square
Cheltenham
GL50 3PR
Telephone: 0124 257 7677

164 Brewin Dolphin Holdings PLC

Brewin Dolphin Holdings PLC

12 Smithfield Street
London EC1A 9BD
T 020 7248 4400
W brewin.co.uk
E info@brewin.co.uk

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