N A V I G A T I N G
C O M P L E X I T Y
2024 Annual Report
Clarksons’ experts continuously navigate the
complexities of global trade. Shifting geo-political landscapes.
The progression towards decarbonisation. Digital advancements.
Through our market‑leading position and breadth of services,
we work in partnership with our clients to help them understand
emerging challenges and execute opportunities across
an extraordinary ecosystem of markets.
T H I S I S O U R
E V E R Y D A Y
85%
Of global trade
carried on ships
1.5
Tonnes of seaborne trade
per capita in 2024
~2%
Shipping’s share of global
greenhouse gas emissions
STRATEGIC REPORT
Embracing complexity
2
At a glance
10
Chair’s review
12
Chief Executive Officer’s review
14
Financial review
18
Key performance indicators
22
Our business model
24
Our strategy
26
Business review, including:
— Broking
28
— Financial
34
— Support
38
— Research
40
Our impact:
44
— Environment
46
— Social
48
— Governance
58
Our stakeholders
59
Risk management and principal risks
62
Disclosure statements:
— Non-financial and sustainability
information statement
71
— Section 172 statement
72
— Task Force on Climate-related
Financial Disclosures
74
— Environmental performance
78
— Viability statement
80
— Going concern
82
— Diversity
83
CORPORATE GOVERNANCE REPORT
Governance at a glance
84
Chair’s introduction
85
Code compliance
86
Board activity/attendance
87
Our Board
88
Corporate Governance Report
92
Nomination Committee Report
100
Audit and Risk Committee Report
108
Directors’ Remuneration Report
117
Directors’ Report
135
Directors’ Responsibilities Statement
139
Independent Auditors’ Report
140
Forward-looking statements
Certain statements in this Annual Report are forward-looking. Although the Group
believes that the expectations reflected in these forward-looking statements are
reasonable, it can give no assurance that these expectations will prove to have been
correct. Because these statements involve risks and uncertainties, actual results
may differ materially from those expressed or implied by these forward-looking
statements. The Group undertakes no obligation to update any forward-looking
statements whether as a result of new information, future events or otherwise.
Alternative performance measures (‘APMs’)
Clarksons uses APMs as key financial indicators to assess the underlying performance
of the Group. Management considers the APMs used by the Group to better reflect
business performance and provide useful information. Our APMs include underlying
profit before taxation and underlying earnings per share. See pages 215 and 216 for
further information on APMs.
FINANCIAL STATEMENTS
Consolidated income statement
149
Consolidated statement of comprehensive income
150
Consolidated balance sheet
151
Consolidated statement of changes in equity
152
Consolidated cash flow statement
153
Notes to the consolidated financial statements
154
Parent Company balance sheet
196
Parent Company statement of changes in equity
197
Notes to the Parent Company financial statements
198
OTHER INFORMATION
Alternative performance measures
215
Glossary
217
Five-year financial summary
220
44
Our impact
26
Our strategy
88
Our Board
18
Financial review
2
Embracing complexity
1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
C O N T E N T S
The Suez Canal is a
vital shipping corridor.
Disruption in the Red
Sea has led to major
changes in vessel
deployment patterns.
M A N A G I N G
C H A N G E
Disruption events are increasingly changing the course of
international trade, but the flow of resources and goods must
remain resilient. From adverse weather patterns to human
conflicts, regional politics to global pandemics, we help our
clients navigate and overcome complex challenges. We do this
every day, joining up our local presence, deep expertise and
understanding of global events.
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
2
E M B R A C I N G C O M P L E X I T Y
MARKET TREND:
TRADE COMPLEXITY
85%
Global trade volumes
carried on ships1
-67%
Decline in vessel tonnage (GT)
transiting the Suez Canal in 20241
6%
Increase in global seaborne trade
average haul across 2023-241
1 Source: Clarksons Research
Growth
Shipping is truly at the heart
of global trade, crucial and
fundamental to the world’s
supply chains. With economic
development and population
trends comes volume growth,
and with rising geo-political
tensions and extreme weather
events comes ever-increasing
complexity. Last year alone,
seaborne trade volumes grew
300mt to reach 12.6bn tonnes,
over 1.5 tonnes for every person
on the planet. But changes in
trading patterns meant cargo
distances increased by 6% to
6.2 trillion tonne miles, the highest
growth rate for over 10 years.
Disruption
Shipping is at the front line of
global events and of underlying
global macro change. Red
Sea re-routing dramatically
moved our markets in 2024,
adding distance, disruption
and shipping demand in many
key segments. The impacts of
sanctions continued to alter oil
and gas trade flows, with Russian
oil heading further east and
European imports of both oil and
gas pivoting towards longer-haul
suppliers. Drought-induced
disruption at the Panama Canal
has normalised for the moment,
but the global economic cycle,
new trade tariffs and wider
geo-political developments
and tensions will again impact
in 2025. Shipping must manage
this disruption, retaining its
vital resilience to protect global
supply chains.
Trade
Clarksons is uniquely positioned
to help support and guide our
clients through these growing
complexities. We facilitate and
enable trade every second of
every day. Our scale, our global
presence, our cross-market
coverage, our deep expertise
and our data and intelligence-led
understanding of market
dynamics allow us to help
manage risk and opportunity for
our clients. We are the trusted
partner for our industry as
complexity builds in our markets.
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
3
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
At the start of 2024,
the shipping industry
saw a milestone
development in the
extension of the EU
Emissions Trading
System (‘ETS’) to
maritime, placing
a price on carbon
emissions for the
first time.
E M P O W E R I N G
A C T I O N
Striving to reach net zero by 2050
is an ambitious yet essential goal. The green transition
in shipping is moving towards alternative fuels and more efficient
technology, driving an unprecedented fleet renewal programme.
Complex emissions regulation must be understood, as must changes
in the financial landscape. And the energy transition is powering
opportunities in offshore wind. Every day, our clients face the huge
opportunities and challenges that drive their energy transition
strategy. We help empower them to act proactively
and with confidence.
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
4
E M B R A C I N G C O M P L E X I T Y C O N T I N U E D
MARKET TREND:
ENERGY TRANSITION
Green transition
The shipping industry
produces circa 2% of all global
emissions, and while a start on
decarbonisation has been made,
it is only the beginning of what
will be a transition over many
decades. Despite more varied
government support for emissions
regulation as geo-political
priorities have evolved, a complex
global and regional regulatory
framework is being built out and
impacting investment behaviour.
Fleet renewal, including of
alternative-fuelled vessels that
made up 50% of new orders
in 2024, alongside retrofitting
of Energy Saving Technologies
(‘ESTs’) and slow speeding are
strategies being deployed by
shipping companies and cargo
owners. This green transition is
central to Clarksons’ strategy and
we have invested to be able to
lead positive change, building out
our intelligence offering and also
our capacity to provide clients
with advisory and execution
including across key newbuilding
and fleet renewal investments.
Offshore transition
Offshore wind will play a vital role
in the energy transition, building
out from its 0.4% contribution
to global energy supply today.
A dedicated offshore wind
fleet is being developed for
this expansion, supporting the
development and maintenance
of offshore wind farms as this
sector becomes increasingly
international and moves further
from shore. Our investments
around data with Renewables
Intelligence Network, the growth
of our consultancy and offshore
renewables shipbroking teams,
our expertise in finance and our
leading port services team are all
helping empower the accelerated
development of offshore
renewables.
Energy transition
Nearly 40% of all seaborne
trade today involves energy
transportation, crucial to the
global supply chains that ensure
energy security. With the leading
chartering teams globally,
Clarksons enables this energy
trade every day, supporting the
global movement of both oil and
expanding gas volumes. And
we are also investing to support
the development of the fuels
of the future. Alternative fuels
such as ammonia and methanol
will require transportation in
increasing volumes, requiring
newbuilding investment, while
transportation needs for CO2
will also expand, requiring a
new generation of tankers.
~1bn
Tonnes of CO2 equivalent
emitted by shipping in 20241
50%
Vessel tonnage ordered in 2024
that is alternative-fuel capable1
77GW
Offshore wind capacity
online by the end of 20241
1 Source: Clarksons Research
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
5
Technology is central
to our strategy. The
availability of reliable
and trusted data, in a
click, is becoming
increasingly expected.
H A R N E S S I N G
T E C H N O L O G Y
We harness technology to transform our business and how we work.
It’s increasing efficiency, reducing risk and accelerating progress.
It’s digitalising workflows, generating data and creating intelligence.
It’s providing solutions for our clients and the industry.
And it’s combining innovative technology with our trusted
understanding of the shipping industry.
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
6
E M B R A C I N G C O M P L E X I T Y C O N T I N U E D
MARKET TREND:
TECHNOLOGY GROWTH
Opportunity
Rapidly evolving technology is
introducing huge opportunities
across all aspects of the
economy and of society.
And for shipping, there is the
potential to utilise technology
to radically improve efficiency,
to manage regulatory compliance,
to improve transparency and
to reduce emissions.
Trust
But with the opportunities from
new technology, such as AI, there
are also risks. The need to provide
trusted data and intelligence is
more vital than ever. And while
a range of new technology
entrants are also looking to
exploit technology opportunities
within shipping, industry
participants also look to partners
with established critical mass,
domain knowledge and industry
understanding. Shipping must use
innovative technology to digitalise
its workflows but needs trusted
partners that understand, not just
technology, but also the complex
needs of our industry.
Innovation
Technology is central to Clarksons’
strategy. We invest in technology
and data across every single one
of our business lines. Our Broking
business is a long-term investor
in technology, and is today
executing a digital transformation
strategy, digitalising workflows
and providing the tools for
trade that differentiate us from
the competitive landscape. Our
Research division continues to
utilise innovative technology
to generate and deliver its
proprietary data and intelligence.
And our dedicated technology
unit has built a market-leading
intelligent freight platform,
connecting charterers,
brokers and owners to support
streamlined workflows and deliver
the digitalisation of freight and
fixtures. Our platform enables
greater collaboration and stronger
governance across the chartering
ecosystem, while also allowing
users to optimise their freight
and emissions.
4.9m
Vessel port callings tracked
using AIS data in 20241
25,000
Users of Clarksons’ digital
platforms1
25bn
Rows of data managed
by Clarksons Research1
1 Source: Clarksons Research
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
7
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
P R O T E C T I N G
I N T E G R I T Y
Growing geo-political tensions. An increasingly complex
sanctions regime. Compliance, regulation and the threat
of corruption. Tackling this is our everyday. That’s why we’ve
made the deep investments in people, processes and technology
needed to manage and facilitate trade against the backdrop of
a rapidly changing geo-political and sanctions environment.
Conflicts in Ukraine
and the Middle East
are hugely complex,
with an evolving
sanctions regime
and geo‑political
developments
continuing to
impact maritime.
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
8
E M B R A C I N G C O M P L E X I T Y C O N T I N U E D
Governance
Managing risk has always been
critical across the maritime
ecosystem. Now, driven by
growing geo-political tensions,
this risk is enhanced by an
increasingly complex and
fast-moving sanctions and
compliance regime, impacting
all aspects of the shipping
industry like never before.
Since Russia’s invasion of Ukraine,
our industry has faced huge
disruption, from immediate
operational stress to fundamental
changes in trade patterns
surrounding the export of oil,
natural gas and grain from the
region. Sanctions have rapidly
evolved, now impacting over
10% of the global tanker fleet.
And with building geo-political
uncertainty, the landscape will
remain dynamic and fast-moving
in the years ahead. We support
our clients in managing this
disruption through our deep
understanding, global scale and
our integrity in doing business.
Investment
Our investments in legal and
compliance expertise are truly
industry leading. We have built
out a team of experts across
legal, compliance and KYC that
leverages our global scale and
understanding. And combined
with the use of our data and
technology, we have developed
robust and real-time systems that
help us manage and facilitate
trade for our clients in the rapidly
changing geo-political world we
now live in.
Community
Protecting integrity for
Clarksons means much more
than just compliance. It is
about ensuring the maritime
industry as a community
keeps pace with change and
continually professionalises
people and process. We lend
our support to the wider shipping
community by helping to upskill
the next generation of talent
entering the industry. We run
programmes such as summer
internships which aim to improve
the transition between academic
learning environments and
a commercial business role.
Our active involvement in
a range of initiatives and
associations ensures we
continue to protect the integrity
of Clarksons, and indeed the
shipping industry at large.
MARKET TREND:
COMPLIANCE
3%
Of global fleet capacity
currently subject to sanctions
(US/UK/EU/UN)1
250%
Increase in Russian crude oil
exports to India and China
since 20221
12%
Of global crude tanker fleet
capacity currently subject to
sanctions (US/UK/EU/UN)1
1 Source: Clarksons Research
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
9
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
O U R
B U S I N E S S
Clarksons is at the heart of global shipping, helping clients make smarter
decisions at every stage of the shipping lifecycle. Our global presence, depth
of relationships and total service offering are underpinned by research,
enabled by technology and implemented by the best people.
OUR PURPOSE
We empower our clients and
our people to make better
informed decisions using our
market‑leading intelligence;
and in doing so, meet the
demands of the world’s rapidly
evolving maritime, offshore,
trade and energy markets.
OUR VALUES
We always act with integrity
We are honest and straight talking
with no tolerance for hidden agendas
or politics. We act with thoughtfulness
and integrity so our clients know they
can trust us to do the right thing.
We are dedicated to excellence
We work as a team, using our insight
and intelligence to explore innovative
solutions. We strive to exceed clients’
expectations, every time.
We collaborate and challenge
We are committed to collective success
and we are not afraid of challenging the
status quo to achieve it. Across over 60
offices in 25 countries, we work together
to reach the best outcomes.
OUR BEHAVIOURS
Driven
…is the desire and passion to succeed,
deliver excellence and make positive
change: ‘the will to win’.
Resilient
…is the ability to persist and adapt
in difficult situations, bouncing back
from setbacks.
Collaborative
…is working with colleagues to share
information, develop skills, build
Clarksons’ community and deliver
results.
Relationship builder
…is building strong, sustainable
partnerships with colleagues, clients
and stakeholders.
Smart
…is solving problems, providing advice
and making smarter decisions based
on logic, facts, data and a future view.
1 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A T A G L A N C E
OUR DIVISIONS
Broking
Our broking services are
unrivalled – in terms of
the number and calibre of
our brokers, our breadth
of market coverage,
geographical spread, digital
solutions and depth of
intelligence resources.
Financial
From full investment banking
services to project finance
and bespoke asset finance
solutions for the shipping,
offshore and natural
resources markets, we help
our clients arrange funding
for transactions and conclude
deals in a complex ship
finance landscape.
Support
Our teams provide the
highest levels of support
with 24/7 attendance at
strategically located ports in
the UK, mainland Europe and
Egypt, offering a wide range
of services including port
agency, freight forwarding,
helicopter operations,
supplies and tools for
the marine and offshore
industries.
GLOBAL REACH
KEY HIGHLIGHTS
EXPANDING OUR
BROKING EXPERTISE
Our people are our biggest asset,
so we were delighted to make a
number of key hires and internal
promotions during the year,
deepening the breadth of our
services in diverse areas including
Offshore and Renewables in South
Korea, establishing a new Deep Sea
Tanker Projects desk in Brazil and
expanding our Middle East offering
with a new Sale & Purchase desk
in Dubai. We have also developed
our derivatives businesses and our
coverage of commodities markets.
25
Countries in which
Clarksons operates
67
Clarksons offices
2,100+
Employees
DECARBONISING SHIPPING
The maritime industry is uniting
to accelerate action towards more
sustainable ways of shipping.
Through 2024 we have played
a key role in guiding our clients
through this green transition,
whilst continuing to meet the
evolving demands of global
trade and energy markets.
Read more
Keeping section 172 at the forefront
of Board discussions on page 99.
Read more
Executing shipping with greener
outcomes (case study) on page 47.
Where we operate
Research
Clarksons Research is the
market leader in providing
authoritative intelligence
on all aspects of shipping.
Millions of data points are
processed and analysed
every day, used by both
our clients and our internal
teams to underpin their
unique offerings.
1 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
As I reflect on 2024, I am extremely
proud of the way Clarksons has
successfully navigated a landscape
marked by significant political, economic
and environmental change.
Our expert and market-leading global
teams have supported our clients
through these turbulent times, offering
strategic insights to help overcome
challenges and capitalise on emerging
opportunities.
The geo-political landscape has been
particularly fast-moving, with ongoing
global conflicts underscoring the critical
importance of strong governance,
deep knowledge and high-quality
data as we advise our clients on vital
decision-making against a backdrop
of increasingly complex international
sanctions.
RESULTS
This year marks the third consecutive
year that our business has achieved
an underlying profit before tax1 of over
£100m. Revenue increased by 3.4% to
£661.4m, driven by growth across the
business. This outstanding achievement
underscores the importance, and
success, of our strategy to focus
on global expansion, recognising
opportunities, entering new markets,
hiring the best individuals and teams,
and building a business with the scale
and leading market position to deliver
sustained growth.
S U S T A I N A B L E
G R O W T H
We have delivered strong financial performance in a challenging
environment and supported our clients through extensive global change.
1 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C H A I R ’ S R E V I E W
INVESTMENT
PROPOSITION
STRONG GROWTH
We are a consistently profitable
and cash-generative business.
MOMENTUM
We continue to invest to build on
our position as the market leader
across our core sectors.
EXPERIENCE
We provide best-in-class advice and
service to all our clients by having
the best people.
TRACK RECORD
This is our 22nd year of
consecutive dividend increases.
DIVIDEND
We are delighted that, for the 22nd
consecutive year, and in line with our
progressive dividend policy, the Board
is recommending an increased final
dividend of 77p per share, bringing
the total dividend for 2024 to 109p
per share, an increase of 7% compared
to 2023.
PEOPLE
We are now a global group of over 2,100
talented and diverse employees with an
expanded breadth of services and reach.
We are proud of being able to attract
and retain the best talent in the industry.
Our people are unquestionably our
most important asset and the key to our
success, and we thank each and every
member of Clarksons for their unstinting
hard work and dedication.
We know from employee feedback
how The Clarkson Foundation aligns to
the culture of the Group and are proud
to be able to support its aim of making a
meaningful positive impact in the world.
BOARD
In August we welcomed Constantin
Cotzias to the Board as an independent
Non-Executive Director, and member
of the Audit and Risk Committee.
Constantin is European Director at
Bloomberg, where he is Global Head of
External Affairs, the Chair of Bloomberg
Tradebook and a Director of Bloomberg
Multilateral Trading Facility. Constantin
brings a strong understanding of
financial markets, data and technology,
and also experience in growing
data-focused businesses. His experience
will be invaluable as we continue
to grow the business across all of
these areas.
Birger Nergaard stepped down from
the Board in May 2024 following the
Company’s AGM. We thank him for nine
years of valuable and dedicated service
to the Group.
OUTLOOK
2024 has been a year of resilience
and growth for Clarksons. We have
delivered strong financial performance
in a challenging environment and
supported our clients through
extensive global change.
The opportunity before us remains
significant, as commodity demands
combined with energy security and
environmental factors, provide a
complex backdrop for market growth
in the medium term.
However, following a year of extensive
political change, ongoing conflicts in the
Middle East and Russia-Ukraine, adding
further complexities, markets have
slightly softened as economies grapple
with the immediate impacts of this
phase of change.
We are uniquely positioned through
our global and regional expertise,
accompanied by our exceptional data
insights, to respond to any changes that
arise. We will focus all our efforts on
supporting our clients as they evolve
their strategies to meet these changes.
As we look ahead, we continue to hire
and build on our strengths, driving
sustainable growth for our shareholders.
Our robust cash flow and forward order
book affords us agility and enables us
to take swift and decisive decisions
to make investments to support the
business.
Thank you for your continued support.
Laurence Hollingworth
Chair
7 March 2025
1 Classed as an APM. See pages 215 and 216 for
further information on APMs.
1 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2024 was another year of disruption,
complexity and opportunity for global
shipping markets, and I am immensely
proud of, and grateful to, our colleagues
across the world for their unwavering
commitment and exceptional
contributions, which have led
to another record year for Clarksons.
The fundamental supply and demand
dynamics of the industry remained
in fine balance during the year, with
underlying trade volume growth and
disruptions to trade patterns increasing
demand, while the supply side remained
challenged by low orderbooks in certain
sectors and a tight shipbuilding market.
Seaborne trade grew by 2.4% in 2024,
driven by global economic consumption
and rising energy and resource
requirements.
Conversely, despite a 13% increase
in global shipyard output in the year,
the global fleet grew steadily at 3.4%,
weighted towards the containers and
LNG sectors. Prices for newbuild vessels
remained high, reaching peak 2008
levels, following inflationary pressures
at shipyards, firm forward cover and
strong ordering volume.
R E C O R D
P E R F O R M A N C E
Market complexities have continued to provide both
challenges and opportunities for Clarksons.
1 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C H I E F E X E C U T I V E O F F I C E R ’ S R E V I E W
Ongoing conflicts in the Middle East and
Russia-Ukraine continued to underscore
the importance and fragility of global
supply chains. An increasingly complex
and evolving sanctions environment
added to challenges for shipowners and
charterers alike with some 1,300 ships in
the global fleet now sanctioned. These
events led to significant shifts in the
global flows of energy and resources
and the largest increase in tonne miles
in the sector for 15 years. Our position at
the forefront of the industry, bolstered
by our global and regional expertise and
deep market intelligence, has enabled us
to support our clients in managing these
complexities effectively.
The green transition remains a
significant underlying trend as the
industry moves towards alternative
fuels and more efficient technology,
and embarks on an unprecedented
fleet renewal programme to meet 2030
and 2050 emissions targets. Half of
orders by tonnage in 2024 involved
alternative fuel and 7% of the global
fleet is now fitted with green or
alternative fuel technology, a number
which is forecast to rise to 20% by 2030.
Retrofitting has also been a key theme,
with 34% of the fleet now equipped
with energy-saving technology. Our
Green Transition and Research teams
continue to provide clients with the
support, data and intelligence they need
as they respond to the opportunities
and challenges the move towards
decarbonisation provides.
BROKING
The Broking division had a very strong
year, supported by an active sale and
purchase market across newbuilding
and secondhand transactions, and
generally robust conditions across
all other sectors. The forward order
book (‘FOB’) continues to grow, both
for invoicing in 2025 and further out
over the coming years. This FOB gives
us good visibility of baseline future
earnings.
Geo-political disruptions, the
redistribution of energy flows and an
underlying increase in Atlantic to Pacific
commodity trade resulted in significantly
increased tonne miles, supporting rates
and activity in chartering. The offshore
sector also performed well during the
year, with rates reaching record levels
on the back of investor sentiment
following a supply-side rebalancing
and incremental demand gains.
Carbon emissions from the industry
increased slightly due to the increase
in tonne miles. Our Broking and Green
Transition teams continue to advise
clients on fleet renewal programmes and
the latest green technologies to achieve
longer-term environmental targets.
The Broking division continued to
invest in expanding its global footprint
through the hiring of new people and
teams both in the UK and overseas.
Key hires included leaders from both
competitors and principals, increasing
the scope and services we offer our
clients, and extending the products we
cover in both the physical and derivative
markets. The truly global nature of
the business is demonstrated by the
fact that two-thirds of our brokers are
now based outside of the UK, with
representation in every major shipping
geography and sector. We remain
focused on being best in class in every
sector of shipping, servicing clients
with local expertise supported by the
data, technology and insights of a truly
global business.
Segmental profit before taxation
from Broking was £122.6m at a margin
of 23.2% (2023: £121.2m and 23.5%).
FINANCIAL
The Financial division faced a more
challenging year, with reduced investor
risk appetite in certain sectors amid
geo-political uncertainty. Capital markets
activity was also tempered in shipping
equities as companies continued to
focus on debt repayments and returns
to shareholders. Investor sentiment
was more stable across the metals
and minerals and offshore sectors.
Overall, our investment banking team
supported and advised clients on
executing a number of mandates across,
particularly, debt capital markets and M&A.
Debt capital markets performed
particularly well, supported by a record
year of activity in the Nordic high-yield
bond market.
Investor interest in shipping project
finance remained healthy, albeit real
estate market activity has continued
to be challenged.
The division reported a segmental
profit before taxation of £5.2m in 2024
compared with £6.6m in 2023.
SUPPORT
Our Support division had a record
year despite the significant reduction
in transits through the Suez
Canal. The division’s increasingly
diversified offering across the offshore
oil and gas, marine and renewable
energy sectors, and broadening client
base, has enhanced performance during
recent years.
The activities of Gibb Group, specialists
in tools and supplies, and safety and
survival products, were enhanced
further by the acquisition of Trauma
& Resuscitation Services Limited, now
rebranded to Gibb Medical and Rescue,
in early 2024. The company is a leading
provider of enhanced first aid training,
compliance and emergency response
services and has performed beyond
management’s expectations in its first
year of ownership.
The Support division produced a
segmental profit before taxation of
£7.7m and a 11.8% margin in 2024
(2023: £6.4m and 11.3%).
1 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
RESEARCH
As markets become more complex and
the supply of data becomes increasingly
key to decision-making, our leading
Research division plays a progressively
more important role in offering depth
of knowledge and best-in-class insights
across the sector.
We continue to invest in providing
market-leading intelligence which,
combined with our understanding of
the shipping and offshore markets and
digital capabilities, is supporting over
3,500 clients globally. The division
is constantly evolving its products
across geo-political trends, the energy
transition and fleet evolution. 2024 also
saw increasing demand from clients
to embed data within workflows to
support real-time information and
decision-making. The increasing demand
from clients has resulted in recurring
revenue increasing to 90%.
The division increased segmental
profit before taxation by 13% to
£9.5m (2023: £8.4m).
SEA
Our Sea platform continues to move
forward, achieving growth in both
customer base and volumes. Sea Trade
2.0 was released in the second half of
the year, with all clients now successfully
migrated to the new operating platform.
This more flexible technology base
will enable our clients to benefit from
increasingly efficient workflows and
data access to manage their pre-fixture
activities, and will provide the base for
faster and more extensive cross-market
product releases in the future.
1 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C H I E F E X E C U T I V E O F F I C E R ’ S R E V I E W C O N T I N U E D
OUTLOOK
For some years now we have started
each new financial period with an
uncertain geo-political outlook; 2025
has started with more uncertainty than
most due to political change, ongoing
regional conflicts, increased trade
tensions, tariffs and sanctions, inflation
and changing monetary policy across
global economies. As I write this report,
the impact of these uncertainties is
that freight rates and asset values have
broadly fallen, which has meant that the
value of spot business done to date is
less than the same period last year.
Our FOB continues to grow, both
for 2025 and beyond, providing
good visibility of baseline future
earnings. The FOB for invoicing in 2025,
as at the end of 2024, amounted to
US$231m, US$14m higher than at the
beginning of 2024. The invoicing profile
of this FOB, together with the expected
uptick in spot revenues following a slow
start to the year, means that 2025 is
expected to be second-half weighted, as
it has been in most years.
Once the current uncertainty starts
to recede, the markets will, over
time, rebalance, incorporating trade
currently operated by the shadow
fleet, and clients will again be able
to be more strategic in their forward
planning, including a focus on fleet
renewal programmes. We will continue
to invest in our business to ensure we
maintain market-leading positions
across all sectors, that we use value
added technology, and that we have the
best market intelligence and insight to
support and advise our clients.
The strength of our balance sheet,
excellent cash generation and a healthy
FOB going forward many years gives
us confidence to be at the forefront of
opportunities for growth and to consider
opportunities for M&A where accretive
to the business. Clarksons is uniquely
positioned to manage and advise clients
through these more volatile markets.
Andi Case
Chief Executive Officer
7 March 2025
I AM IMMENSELY PROUD OF,
AND GRATEFUL TO, OUR COLLEAGUES
ACROSS THE WORLD FOR THEIR
UNWAVERING COMMITMENT
AND EXCEPTIONAL CONTRIBUTIONS,
WHICH HAVE LED TO ANOTHER
RECORD YEAR FOR CLARKSONS.
Andi Case
Chief Executive Officer
1 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The Group delivered another
outstanding set of results in 2024,
with revenue of £661.4m (2023:
£639.4m) and underlying profit before
taxation1 of £115.3m (2023: £109.2m),
both ahead of the comparative
period. The performance was driven by
a strong underlying operating result of
£101.7m (2023: £100.2m) and finance
income of £14.9m (2023: £10.5m), which
benefited from the supportive interest
rate environment. Underlying basic
earnings per share1 grew 4.3% to 286.9p
(2023: 275.0p).
Reported profit before taxation and
basic earnings per share were £112.1m
(2023: £108.8m) and 277.1p (2023:
275.2p) respectively. Our performance
has enabled the Group to continue
its progressive dividend policy, which
is now in its 22nd consecutive year.
Accordingly, a full year dividend of
109p is recommended as described
in more detail on page 21.
Free cash resources1 increased to £216.3m
(2023: £175.4m); the Group’s diversified
portfolio of businesses continues to
deliver strong cash-generation across
the cycle, which provides support
for investment in the best people,
market intelligence and technology to
support and advise our clients. Where
complementary to strategy, including
establishing new teams, setting up in new
geographies, expanding our coverage
or increasing market presence, the
Group actively pursues strategic and
value-enhancing M&A opportunities.
C O N T I N U I N G
T O D E L I V E R
—
For the third consecutive year, we are reporting profit before tax of over
£100m and will continue our progressive dividend policy into its 22nd year.
1 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
F I N A N C I A L R E V I E W
2024 performance overview
The Broking division had another
successful year, reporting revenue of
£529.3m (2023: £516.8m), representing
growth of 2.4%. Supply and demand
dynamics within the industry remained
highly complex as global GDP growth
and disruptions to trade patterns
increased demand, while the supply
side remained challenged by low
orderbooks in certain sectors and a
tight shipbuilding market. The division
generated a segmental profit of £122.6m
(2023: £121.2m), advising clients
through complexity and enhancing
its market-leading position across all
sectors of shipping.
Geo-political complexity, energy
security and the green transition
remained consistent trends in 2024.
Most sectors were impacted by
disruption to key trade routes, notably
the Suez and Panama canals. Whilst
conditions in Panama eased towards
the end of 2024, traffic through Suez
remained at historically low levels.
This disruption, in addition to the
ongoing redistribution of energy flows
following the Russia-Ukraine conflict,
resulted in one of the largest increases
in tonne miles for 15 years and provided
upward momentum to rates across most
sectors, in particular the dry cargo and
containers sectors. Offshore oil and gas
markets also performed well during the
year, with day rates at record levels.
Newbuild sale and purchase activity
across the industry was particularly
strong in 2024, reaching the third
highest total on record. Healthy
cross-sector demand was supported
by generally robust shipping markets,
a focus on green fleet renewal and
competition for berths at shipyards.
Secondhand activity this year has also
been positive, supported by bulker
sales volumes and strong tanker and
container activity against a backdrop
of firm market conditions.
In the tankers and gases sectors, whilst
market conditions were generally
supportive of rates during the year,
these were below the levels experienced
in 2023. Both sectors experienced
headwinds in the second half of the year
from a slowdown in global demand, cuts
in production and delays to projects
coming online.
The Financial division faced a
challenging economic backdrop in 2024,
including inflation, extended periods of
high interest rates and reduced investor
confidence caused by geo-political
tensions. Against this backdrop and
faced with increased competition,
the division performed well, reporting
revenue of £42.6m (2023: £44.1m) and
segmental profit before taxation of
£5.2m (2023: £6.6m).
Activity and investor sentiment in the
shipping and offshore markets remained
generally positive throughout 2024 and
the investment banking team remained
active, executing several deals as clients
sought to restructure and recapitalise
their balance sheets or issue debt
to support further investment and
growth. Revenue from commissions
on secondary trading was lower than
in 2023, driven mainly by weaker activity
in the equity capital markets. There was,
however, strength in the debt capital
markets, where favourable market
conditions, particularly in the Nordic
high-yield bond market, increased both
revenue and the volumes of transactions
executed.
Within the project finance business,
positive investor sentiment enabled
shipping and offshore activities to
perform well, although real estate
opportunities continue to be impacted
by the prolonged high-interest rate
environment, a volatile bond market
and challenging construction and
rental prices.
The Support division produced a
record performance in 2024, delivering
revenue of £65.0m (2023: £56.6m)
and a segmental profit of £7.7m
(2023: £6.4m). This was despite
challenges in some sectors, including
reduced transits through the Suez Canal
impacting Egyptian agency business,
delays and reduced activity in offshore
energy projects in Northern Europe
and pressure on margins in UK agency
business. The division continues to look
for opportunities to leverage its UK and
Northern European footprint to support
clients, including initiatives such as the
£661.4m
Revenue
2023: £639.4m
£112.1m
Reported profit before taxation
2023: £108.8m
£115.3m
Underlying profit before taxation1
2023: £109.2m
109p
Dividend per share
2023: 102p
1 Classed as an APM. See pages 215 and 216 for
further information on APMs.
1 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
0
20
40
60
80
100
120
2003
18
11
7
16
9
2004
25
2005
32
22
10
2006
36
24
12
2007
40
26
14
2008
42
26
16
2009
43
27
16
2010
47
30
17
2011
50
32
18
2012
51
33
18
2013
56
37
19
2014
60
39
21
2015
62
40
22
2016
65
43
22
2017
73
50
23
2018
75
51
24
2019
78
53
25
2020
25
79
54
57
2021
84
27
64
2022
93
29
72
2023
2024
102
30
32
77
109
agreement with Norway-based Peak
Group to combine expertise in port
agency logistics, expanding its reach
across the expanse of the North Sea.
In addition to core agency activity,
the division continues to focus on
supporting the offshore oil, gas and
renewables sectors through the
provision of specialist tooling, training
and equipment. In February 2024,
this offering was extended further
through the acquisition of Trauma
& Resuscitation Services Limited,
which rebranded to Gibb Medical and
Rescue during the year.
The Research division also produced
another excellent financial performance
generating revenue of £24.5m (2023:
£21.9m) and a segmental profit of
£9.5m (2023: £8.4m). Growth was
achieved from new client penetration,
and a cross-selling of services. Recurring
revenue continues to represent over
90% of the division’s sales, as clients
value the market-leading insights and
intelligence provided by the team.
The division continues to innovate
and invest in providing a consistent
flow of high-quality, market-leading
insights which this year have included
a macro focus on decarbonisation and
geo‑political disruption.
Administrative expenses
The Group incurred underlying
administrative expenses1 of £526.0m
(2023: £508.8m), representing an
increase of 3.4%. The main driver of
the increase year on year was continued
investment in people and teams,
which has enabled us to expand our
product offering across new markets
and geographies and to develop and
train new talent across the business.
Although the Group is focused on
disciplined expense management, it is
not immune from inflationary pressure
and economic decisions affecting the
global economy. The announcement
in the Autumn 2024 Budget that UK
employers’ national insurance will rise by
1.2% is expected to increase the Group’s
remuneration and variable incentive
costs in 2025.
The Group remains committed to
investing across all areas of the business
to ensure it has the best people,
technology and market intelligence to
support and service our clients globally.
Acquisitions
At the beginning of the year, the Group
completed the acquisition of Trauma &
Resuscitation Services Limited (since
rebranded to Gibb Medical and Rescue)
for an initial consideration of £2.0m.
The acquisition extends the Group’s
offering to the oil and gas, marine and
renewable energy sectors by providing
market-leading first aid training,
compliance and emergency response
services. The business performed ahead
of management’s expectations in its
first year of ownership, leveraging the
breadth of the Group’s network to
generate new business opportunities.
In May 2024, the Group completed
an asset purchase agreement with
Independent Shipping Agencies Limited
to acquire selected assets for an initial
consideration of £0.1m. The investment
increases the Support division’s service
offering to the dry cargo sector through
the provision of superintending services.
In September 2024, the Support division
also completed an asset purchase
agreement with Wind Farm Equipment
Limited for an initial consideration
of £0.7m. This transaction further
enhances the capabilities of the tooling
and supplies business in the renewable
energy sector.
Acquisition-related costs of £3.2m
(2023: £2.6m), which include the above
transactions, have been disclosed
separately in the consolidated income
statement, and relate to the amortisation
of intangibles and costs linked to
ongoing employment obligations.
We estimate acquisition-related
costs for 2025 to be £3.0m assuming
no further acquisitions are made.
DIVIDEND PER SHARE (PENCE)
Interim
Final
Deferred 2019 final dividend paid as 2020 interim dividend
2 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
F I N A N C I A L R E V I E W C O N T I N U E D
Dividend
The Board is recommending a final
dividend in respect of 2024 of
77p (2023: 72p) which, subject to
shareholder approval, will be paid on
23 May 2025 to shareholders on the
register at the close of business on
9 May 2025.
Together with the interim dividend in
respect of 2024 of 32p (2023: 30p),
this would give a total dividend of 109p
for 2024, an increase of 7% on 2023
(2023: 102p) and representing the
22nd consecutive year the Group has
increased returns to shareholders. In
reaching its decision, the Board took
into consideration the Group’s 2024
performance, balance sheet strength,
ability to generate cash and forward
order book.
Finance income and costs
The Group reported finance income
of £14.9m (2023: £10.5m), as strong
underlying cash generation from
the business and proactive treasury
management enabled the Group to
capitalise on an extended period of
high interest rates. Central banks’ review
of monetary policy saw interest rates cut
towards the end of 2024, a trend which
is forecast to continue in 2025. Finance
costs were £1.9m (2023: £2.2m) and are
mainly comprised of interest expenses
on lease liabilities.
Taxation
The Group reported an underlying
effective tax rate1 of 22.5% (2023:
21.4%). The Group’s underlying
effective tax rate remains stable and
is reflective of the broad international
operations of the Group. The Group’s
reported effective tax rate was 23.0%
(2023: 21.1%).
Foreign exchange
The Group is exposed to adverse
movements in foreign exchange as
its revenue is mainly denominated in
US dollars whereas operating expenses
are denominated in local currencies
and financial performance is reported
in sterling. The average sterling to
US dollar exchange rate during the
year was US$1.28 (2023: US$1.25),
providing a headwind to this year’s
financial performance.
Free cash resources
The Group ended the year with cash
balances of £431.3m (2023: £398.9m)
and a further £62.0m (2023: £39.9m)
held in short-term deposit accounts and
government bonds, classified as current
investments on the balance sheet.
Net cash and available funds1, being
cash balances after the deduction of
the total cost of accrued bonuses,
at 31 December 2024 were £243.7m
(2023: £201.1m). The Board uses this
figure as a better representation of
the net cash available to the business
since bonuses are typically paid after
the year-end, hence an element of the
year-end cash balance is earmarked
for this purpose. It should be noted
that accrued bonuses include amounts
relating to the current year and amounts
held back from previous years which will
be payable in the future.
A further measure used by the Board
in taking decisions over capital
allocation is free cash resources1,
which deducts monies held by regulated
entities from the net cash and available
funds1 figure. Free cash resources1
at 31 December 2024 were £216.3m
(2023: £175.4m).
In addition to these free cash resources1,
the Group has a strong balance sheet
and has consistently generated an
underlying operating profit and good
cash inflow. Management has stress
tested a range of scenarios from
the base case, modelling different
assumptions with respect to the
Group’s cash resources and, as a
result, continues to adopt the going
concern basis in preparing the financial
statements. See pages 154 and 155
for further details.
Balance sheet
Net assets at 31 December 2024 were
£495.7m (2023: £456.6m). The balance
sheet remains strong, with net current
assets and investments exceeding
non-current liabilities (excluding pension
assets and lease liabilities as accounted
for under IFRS 16 ‘Leases’) by £257.7m
(2023: £206.5m). The Group’s pension
schemes had a combined surplus before
deferred tax of £12.3m (2023: £13.4m).
Forward order book (‘FOB’)
The Group earns some of its
commissions on contracts where the
duration extends beyond the current
year. Where this is the case, amounts
that can be invoiced during the current
financial year are recognised as revenue
accordingly. Those amounts which
are not yet invoiced, and therefore
not recognised as revenue, are held in
the FOB. In challenging markets, such
amounts may be cancelled or deferred
into later periods.
The Directors review the FOB at the
year-end and only publish the FOB
items which will, in their view, be
invoiced in the following 12 months.
At 31 December 2024, this estimate was
US$231m (31 December 2023: US$217m).
Alternative Performance Measures
(‘APMs’)
Clarksons uses APMs as key financial
indicators to assess the underlying
performance of the Group. Management
considers the APMs used by the Group
to better reflect business performance
and provide useful information. Our
APMs include underlying profit before
taxation, underlying earnings per share,
net funds and free cash resources.
See pages 215 and 216 for further
information on APMs.
Jeff Woyda
Chief Financial Officer
& Chief Operating Officer
7 March 2025
1 Classed as an APM. See pages 215 and 216 for
further information on APMs.
2 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
S U S T A I N A B L E
R E T U R N S
Our financial indicators show our progress in delivering against our
strategy to create long-term sustainable value for all stakeholders.
Definition
Revenue in sterling equivalent,
translated at the rate of exchange
prevailing on the date of the
transaction. We have four revenue
segments: Broking, Financial,
Support and Research.
Why it is important for Clarksons
Revenue drives the business,
resulting in cash generation
and rewards to stakeholders.
Performance in 2024
Revenue increased by 3.4%
versus 2023, driven by growth
across the Broking, Research and
Support divisions. A challenging
market backdrop saw revenue
decrease slightly in the
Financial division.
Definition
Profit before taxation, exceptional
items and acquisition-related costs
as shown in the consolidated
income statement.
Why it is important for Clarksons
The Board considers that this
measurement of profitability
provides stakeholders with
information on trends and
performance, before the
effect of exceptional items,
acquisition-related costs and
different tax regimes around
the world.
Performance in 2024
This increased by 5.6% compared
to the previous year following a
strong operating performance
and a supportive interest rate
environment.
1 Classed as an
APM. See pages
215 and 216 for
further information
on APMs.
Whilst we use
non-financial
metrics within
the business,
such as in relation
to employment
matters, we do not
use non-financial
KPIs to measure
the strategic
performance
of the Group.
REVENUE
UNDERLYING
PROFIT BEFORE
TAXATION 1
£661.4m
£115.3m
2024
2023
2022
£661.4m
£639.4m
£603.8m
2024
2023
2022
£115.3m
£109.2m
£100.9m
Read more
Note 3 of the consolidated
financial statements
on pages 166 and 167.
Read more
Financial review
on pages 18 to 21.
2 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
K E Y P E R F O R M A N C E I N D I C A T O R S
Definition
Profit after taxation and
before exceptional items
and acquisition-related costs
attributable to equity holders of
the Parent Company divided by
the weighted average number of
ordinary shares in issue during
the year.
Why it is important for Clarksons
This measure shows how much
money the Group is generating
for its shareholders. It takes into
consideration changes in profit
and the effects of issuance of
new shares but excludes the
impact of exceptional items
and acquisition-related costs.
It is an important variable in
determining our share price.
Performance in 2024
This increased by 4.3% in line
with the growth in underlying
profit before taxation1 and
reduced minority interest.
Definition
The Directors’ best estimate
of commissions to be invoiced
over the following 12 months as
payments fall due.
Why it is important for Clarksons
The FOB gives a degree of forward
visibility of income.
Performance in 2024
The FOB for the next 12 months
has increased by US$14m
compared to the equivalent 2023
position with strong freight rates
across key markets, an increased
focus on period business across
all segments and increased
newbuilding business driven by
the green transition, leading to
more long-term fixtures executed.
UNDERLYING
EARNINGS PER SHARE1
FORWARD ORDER
BOOK (‘FOB’) AT
31 DECEMBER FOR
FOLLOWING YEAR
286.9p
US$231m
2024
2023
2022
286.9p
275.0p
250.3p
2024
2023
2022
US$231m
US$217m
US$216m
Read more
Note 8 of the consolidated
financial statements
on page 172.
Read more
Financial review
on pages 18 to 21.
1 Classed as an
APM. See pages
215 and 216 for
further information
on APMs.
2 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
T
E
C
H
N
O
L
O
G
Y
S
U
P
P
O
R
T
F
I
N
A
N
C
E
B
R
O
K
I
N
G
R
E
S
E
A
R
C
H
SMARTER
DECISIONS
POWERED BY
AUTHORITATIVE
INTELLIGENCE
AND EXPERTISE
OUR COMPETITIVE
STRENGTHS
Leading reputation
Our clients remain loyal to us due to our
end-to-end global offering, unrivalled
service, breadth of knowledge and
industry-leading range of products that
span the maritime and financial markets.
The best people in the business
Our people are our most important
asset, differentiating us from our
competitors. We attract, retain and
develop the best talent in the market,
and our people have a track record of
delivering for our global client base.
Understanding our clients’ needs
We understand the challenges our
clients face in a rapidly evolving world,
drawing on our expertise to provide
them with tailored solutions and services
and the intelligence and tools they need
to make smarter and cleaner decisions.
Authoritative intelligence
Research sits at the heart of everything
we do, enabling us to develop bespoke
solutions for our clients and support
them in making fully informed business
decisions across their freight and
asset-owning strategies.
Robust technology platforms and tools
Our investment in technology
complements the expertise of our
people and provides our clients
with real-time intelligence for
decision-making and innovative
tools for trade.
Green Transition
Through our Green Transition offering,
we are committed to supporting our
stakeholders across the industry as
they move towards a cleaner future
for global trade.
WHAT WE DO
Enabling global trade
As a strategic partner with a global
presence, we help our clients make
smarter decisions at every stage of
the shipping lifecycle.
Everything we do is underpinned
by research, enabled by
technology and implemented
by the best people.
LEADING POSITIVE CHANGE
Decarbonising shipping
Guiding the maritime industry
through the green transition, and
supporting our clients to reduce
their carbon footprint through
sector intelligence, technology and
vessel replacement strategies.
Enabling digital transformation
Investing in our internal tools to
build data-driven solutions for our
clients, and further developing
our Sea proposition to bring
transformative digital solutions
to the freight transaction process.
A N I N T E G R A T E D
O F F E R I N G
At the heart of global shipping.
2 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R B U S I N E S S M O D E L
1
2
3
4
1
2
3
4
BROKING
Our brokers act as intermediaries
between shipping principals in all
major global markets. We help the
principals negotiate the terms of a
voyage, a timecharter hire or a contract
of affreightment. We also help clients
contract newbuildings, buy and sell
secondhand vessels, and arrange the
scrapping of older tonnage. Additionally,
we provide derivative broking services
to enable principals to manage and
mitigate their risks.
How we make money
We earn a broking commission based on
the value of the freight, the hire or the
asset. On our derivative broking services
we earn commission based either on the
underlying contract value or as a fixed
fee per contract.
FINANCIAL
The Financial division provides full
investment banking services, project
finance and bespoke asset finance
solutions to the shipping, offshore and
natural resources markets. We help
clients to manage risk, arrange funding
for transactions and conclude deals in
a complex ship finance landscape.
How we make money
We earn commissions and fees from
these activities.
SUPPORT
The Support division provides the
highest standards of support to the
marine and offshore industries with
24/7 attendance at strategically located
ports. Our services include port agency,
project logistics, freight forwarding,
warehousing, crew travel and industrial
supplies.
How we make money
We earn fixed agency fees and
revenue from the sales of supplies.
RESEARCH
The Research division provides and sells
data, analysis and intelligence covering
every aspect of our markets, including
shipping, trade, offshore and maritime.
We provide clients with access to the
information they need to operate their
businesses more effectively.
How we make money
We earn revenue from digital offerings,
typically recurring, alongside the
provision of specialist services including
data feeds, consultancy, valuations and
market reports.
Read more
Business review on
pages 28 to 43.
THE VALUE WE CREATE
Our clients
Offering a market-leading service at
every step of the shipping lifecycle.
Our people
Providing a great place to work where
everyone can fulfil their potential.
Our communities
Having a positive impact on both the
shipping community and wider society.
Our shareholders
Generating sustainable long-term
value and returns.
SHARE OF REVENUE
SEGMENTAL SPLIT OF UNDERLYING
PROFIT BEFORE TAXATION
2024
£m
1. Broking
529.3
2. Financial
42.6
3. Support
65.0
4. Research
24.5
2024
£m
1. Broking
122.6
2. Financial
5.2
3. Support
7.7
4. Research
9.5
2 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
BREADTH
Expanding our breadth to better
tailor our integrated offer
With an expanding and industry-leading
range of products and services spanning
the maritime, offshore, trade and energy
markets, and more touch points across
the industry than anyone else, we
are uniquely positioned to empower
our clients to make better informed
decisions, whilst enabling smarter,
cleaner global trade.
Achievements
— Launch of a new desk by our Futures
business focused on broking base
and battery metals in both the
futures and physical markets.
— Acquisition of Trauma & Resuscitation
Services Limited, allowing Gibb Group
to strengthen its offering to include
comprehensive training courses on
offshore first aid.
L O N G - T E R M
V A L U E
—
Our strategy is to create long-term sustainable value for
all of our stakeholders. We do this by building on our strong
performance, which allows us to maintain and develop our
position as the global market leader in shipping services.
REACH
Extending our reach to
support clients globally
Our global presence enables us to meet
client needs wherever and whenever
they arise. Through our growing
global office network we share culture,
values, IT systems and high standards
of corporate governance across our
business, as we use our local knowledge
to provide our clients with truly global,
cross-border advice.
Achievements
— Continued strategic expansion into
South America by the establishment
of a Deep Sea Tankers Projects desk
in Rio de Janeiro.
— Expansion of our Middle East
offering by adding a dedicated
Sale & Purchase desk in Dubai.
— Establishment of a strategic
collaboration with Peak Group,
which provides agency services along
the Norwegian coastline, broadening
our port agency service offering.
— Investments into Research headcount
focused on our Asian operations,
with the expansion of our teams
in Shanghai, Singapore and Delhi.
UNDERSTANDING
Stronger understanding
of clients’ needs
With a broad and long-established client
base, we have worked with many of our
clients for generations, building a deep
understanding of their businesses and
providing the services that have helped
them to prosper. We use our leading
technology and authoritative intelligence
to offer unique and tailored solutions
to meet our clients’ needs.
Achievements
— Launch of a new Trade solution by
Sea, with existing clients migrated
to a more modern technology base,
forming a solid foundation for the
Sea platform and offering a seamless
workflow, faster iterations and one
data structure.
— Further expansion of our Sea offering
with the introduction of Compliance
Manager, allowing clients to ensure
compliance with increasingly
complex regulations within the fixture
workflow, and Carbon Exposure,
which empowers clients to manage
voyage carbon emissions and costs
through forecasting and tracking
emissions.
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
2 6
O U R S T R A T E G Y
PEOPLE
Empowering people to
fulfil their potential
We are committed to attracting and
retaining the best people, providing
them with the tools and training that
empower them to fulfil their potential.
Our employees have access to our
leading technology and authoritative
intelligence, enabling them to support
our clients to make smarter and better
informed decisions.
Achievements
— Expansion of our bespoke Leadership
Development Programme with a
virtual offering in our Asia offices.
— Further embedded our competency
and behaviours framework to
support leadership and employee
development, performance
management and promotions based
on consistent criteria.
— 2024 launch of the Trainee Broker
Programme, designed to provide
trainees with experience across
various broking teams to accelerate
their career development and develop
the next generation of brokers.
— Enhancement of our structured
training programme through the
launch of Clarksons Academy Plus,
a platform that features curated
learning pathways for all employees.
— Joined Encompass Equality, a
membership organisation which
supports companies to advance DEI
with a focus on investing in female
retention and progression.
TRUST
Maintaining trust in
shipping intelligence
Globally respected as a provider of
market-leading data and intelligence,
our research and data is widely trusted
across the shipping industry to inform
effective decision-making.
Achievements
— Regular tracking and briefings
around market impacts of Red Sea
disruption, tariffs on car imports, US
East and Gulf Coast port strikes, the
building geo-political complexities
and evolution in US policy around
sanctions, trade tariffs and energy.
— Addition of new data and
functionality to the World Fleet
Register around ports, liner services,
incidents and vessel deployment.
— Further enhancements of
Renewables Intelligence Network,
providing leading data on offshore
renewables, including new data
on cable interconnectors, power
purchase agreements and vessel
sector utilisation alongside a series
of country briefings.
GROWTH
Growing our business
to improve performance
We are a consistently profitable and
cash-generative business that is focused
on creating long-term value for our
shareholders. We continue to invest
to build on our position as the market
leader across our core sectors through
the provision of best-in-class advice
and service to our clients.
Achievements
— Maintained our progressive dividend
policy and increased our dividend for
the 22nd consecutive year.
— Attained a 5.6% increase in underlying
profit before tax1.
— Remained cash-generative and
increased our free cash resources.1
— Continued to invest in new people,
teams and geographies, developing
our existing talent and expanding our
product footprint whilst continuing
to invest in market-leading tools
and intelligence.
1 Classed as an APM. See pages 215 and 216 for
further information on APMs.
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
2 7
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
B R O K I N G
—
Servicing clients with local expertise, supported by the
data, technology and insights of a truly global business.
SHARE OF REVENUE
SEGMENTAL SPLIT OF
UNDERLYING PROFIT
BEFORE TAXATION
EMPLOYEES
FORWARD ORDER
BOOK FOR 2025
US$231m*
As at 31 December 2023
for 2024: US$217m*
* Directors’ best estimate of
deliverable forward order
book (‘FOB’)
£529.3m
2023: £516.8m
£122.6m
2023: £121.2m
1,450
2023: 1,365
2 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W
DRY CARGO
The dry cargo sector supports a range
of important industrial sectors including
construction, energy and agriculture,
moving a record 5.7bn tonnes of cargo
last year. Our dry cargo shipbroking
team have a leading position across
all ship sizes, performing robustly
in 2024 and including strong growth
in longer-term business. Overall, 2024
was a generally positive year for the
bulkcarrier sector, with Clarksons’
weighted earnings averaging over
US$15,000/day, up 21% on 2023
and 18% on the 10-year average. All
sub-segments saw improved earnings
year on year but gains were most
significant in the Capesize sector,
where spot earnings averaged over
US$25,000/day, the second strongest
year since 2010. This was in part driven
by strong trade volumes, which grew by
circa 3.3% to 5.7bn tonnes, led by strong
demand from China. Firm iron ore and
bauxite exports from the Atlantic to
Asia were particularly supportive to the
Capesize sector, while the re-routing
of vessels away from the Red Sea
also added to vessel demand, albeit
to a lesser degree than some other
sectors. The bulkcarrier market ended
the year on a softer note, as the typical
seasonal upswing in demand in the
fourth quarter disappointed; restrictions
on Panama Canal transits (which
provided some disruption upside in the
first half) eased; and steady fleet growth
(circa 3% in the full year) added to
vessel supply. Looking ahead, demand
trends remain reasonable heading
into 2025, although growth rates could
trend lower than 2024. Alongside
another year of steady fleet growth
(circa 3% is expected), earnings overall
could see a softer tone with potential
trade tariffs; the unwinding of Red Sea
re-routing; and developments in the
Chinese economy potentially impacting.
CONTAINERS
The container sector facilitates
the transportation of a wide range
of typically manufactured goods,
including consumer and industrial
goods, foodstuffs, chemicals and other
manufactures. Container shipping
markets experienced high freight and
charter conditions across 2024, and our
container shipbroking team leveraged
its expertise and global breadth to
successfully support clients on asset and
chartering decisions in a volatile market
heavily impacted by geo-political events.
Diversions away from the Red Sea by
major liner companies amid the hostility
in the region generated a significant
increase in vessel demand, amplified by
underlying trade expansion and port
congestion hotspots. As a result, and
despite rapid fleet capacity growth
(more than 10%) and record newbuilding
deliveries, both box freight rates and
timecharter rates hit extremely strong
levels. The SCFI Spot Box Freight
Index stood at 3,734 points in early
July, the highest level outside of the
exceptional 2020-22 COVID-19 era. It
ended the year at 2,460 points after
some erosion post-peak season and
amid ongoing fleet growth, although
still 2.4 times the 2023 average.
Containership charter markets had
an exceptionally strong year as liners
sought ‘extra-loaders’ to cover Red
Sea-related disruption. Clarksons
Containership Timecharter Rate Index hit
182 points in mid-July, up 258% versus
the 2010-19 average, although still lower
than the all-time-high COVID-19 markets,
and ended the year at 178 points (up
165% versus the end of 2023). Looking
ahead, the short-term outlook for the
sector is closely linked to trends in the
Red Sea, with any significant resumption
of transits expected to drive softer
market conditions.
ALL BULKCARRIER SEGMENTS
PERFORMED MORE STRONGLY IN
2024, WITH THE CAPESIZE MARKET
SEEING THE SECOND FIRMEST
YEAR SINCE 2010.
Services:
Dry cargo
Containers
Tankers
Specialised products
Gas
Sale and purchase
Offshore and offshore renewables
Futures
21%
Increase in average
bulkcarrier
earnings in 2024
vs 2023
>10%
Increase in
containership
demand from
Red Sea
re-routing
2 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
SPECIALISED PRODUCTS
The specialised products tanker market
moves a diverse range of liquid cargoes
derived from natural gas, crude oil,
agricultural crops (including biofuels)
and other manufacturing processes. All
are intrinsically linked to end consumer
demand and play a crucial part in global
supply chains for finished goods and
products.
The specialised products tanker market
had a strong year overall, although
trends varied across 2024. The first
half of the year saw freight rates surge
to new record highs, largely on the
back of re-routing around the Cape
of Good Hope which led to longer
voyage distances. However, rates eased
across the second half of the year amid
weaker consumer demand, as well
as softer trends in the adjacent clean
petroleum products market, although
rate levels remained fairly healthy in
a historical context with supply side
growth limited over recent years. In
a complex and evolving market, our
specialised products team navigated
these shifts with confidence and grew
market share. The team has expanded
its regional presence to 13 offices
TANKERS
The tanker sector plays a crucial role
in global energy supply chains, moving
crude oil and refined oil products
to facilitate their eventual use as
transportation fuels, for heating and
electricity generation, and as industrial
feedstocks. 2024 was another strong
year for tanker markets overall, and our
tanker shipbroking team experienced
another very successful year, utilising
its scale and deep expertise to support
clients through the volatile and complex
markets. In general, the second half of
the year was softer than the first for the
tanker shipping market. There remained
variation across sectors, with Suezmaxes
and Aframaxes outperforming VLCCs
over the year, while LR product tankers
fared better than MRs. VLCC earnings
were strong across the first quarter,
before easing seasonally across the
second and third quarters. However,
the typical strong seasonal increase in
the fourth quarter failed to materialise.
OPEC+ production cuts and a decline
in Chinese crude imports impacted
the market. Overall, average VLCC
earnings declined year on year with
our index averaging US$33,502/day,
close to long-term averages. Suezmaxes
and Aframaxes earnings also eased,
softening by 16% and 22% year on year
respectively. However, markets overall
remained historically strong, boosted by
the continued impact of altered trade
flows due to sanctions on Russia.
Products tanker earnings were driven
to high levels in early 2024, primarily
boosted by the re-routing of vessels via
the Cape of Good Hope. This strength
persisted throughout the first half of
the year. However, the third quarter saw
a notable increase in the use of crude
oil tankers to transport clean products
cargoes, while softer refining margins
also impacted markets. In spite of the
softer second half of the year, earnings
for LR2s and LR1s on the benchmark
Middle East – Far East route increased
by 11% and 7% year on year respectively
in 2024. However, average MR earnings
declined by 5% year on year across 2024
and averaged US$16,501/day across the
fourth quarter. Tanker fleet growth was
very low in 2024, falling below 1%, and
while product tanker fleet growth is
expected to pick up in 2025, total crude
tanker fleet growth is set to remain
supportively low.
2024 WAS
ANOTHER STRONG
YEAR FOR TANKER
MARKETS
OVERALL.
13
Global offices
with a specialised
products team
presence
3 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
globally and using our strategic
expertise, analytical insight and broking
experience, is uniquely positioned to
participate in the global chemical tanker
market and support our clients.
GAS
LPG/PCG
The gas shipping markets move liquefied
petroleum and other gases such as
ammonia and ethane, supporting a
wide range of sectors from plastics and
rubber production to industrial and
domestic energy markets.
While VLGC markets softened in 2024,
rates were still relatively healthy for
much of the year. Markets started
strongly in the early weeks of 2024,
following on from record levels in
late 2023 when disruption at the
Panama Canal supported markets.
However, rates began to soften as
Panama disruption eased, while
continued firm fleet growth (VLGC fleet
capacity grew a further 6% in 2024)
and higher terminal fees in the US also
impacted. Overall, spot earnings for a
non-scrubber fitted ‘eco’ VLGC averaged
circa US$42,000/day on the Ras
Tanura-Chiba route, down 54% year on
year but standing in line with long-run
averages. The market started 2025
relatively balanced although there
are a range of uncertainties for the
year ahead.
2024 also proved to be another healthy
year for the petrochemical gas sector,
with timecharter rates generally
continuing to climb as charterers sought
to secure term coverage. Rates for a
22.5k cbm Handysize fully ref. vessel
were up by 10% on 2023 on average,
despite some challenges in European
and Asian petrochemical markets and
a drop in US ethylene exports.
Newbuilding activity was very strong
in 2024 with a record volume of LPG
carrier tonnage ordered, including the
first orders for ‘ULECs’ (specialist ethane
carriers of circa 150,000 cbm).
LNG
The LNG carrier sector transported circa
410mt of liquefied natural gas in 2024
on a fleet of highly specialised vessels.
This sector is critical to both energy
transition and energy security, and is
set for a major phase of expansion in
the coming years following record levels
of investment in LNG vessels and LNG
export capacity.
THE VLGC MARKET
SOFTENED IN 2024 BUT
WAS STILL HEALTHY FOR
MUCH OF THE YEAR.
Spot LNG freight rates dropped
across 2024 as limited trade
volume growth (amid delays in the
commissioning of several LNG export
terminals in North America and West
Africa); strong LNG carrier fleet
expansion (67 units were delivered
in 2024 – an annual record); and a
narrow Atlantic-Pacific arbitrage saw
spot tonnage availability grow, despite
support to tonne-mile trade from
re-routing of vessels away from both the
Suez and Panama canals. Overall, LNG
carrier spot rates for a 160k cbm TFDE
vessel averaged circa US$42,000/day,
down 57% year on year, with rates falling
to record lows during Q4 2024.
Four new export projects with an
aggregate capacity of 30mtpa reached
FID in 2024, and there is more than
60mtpa of capacity that is scheduled
to take FID in 2025. Newbuild vessel
ordering remained firm in 2024, led by
Qatari requirements, and further orders
are expected from new projects and for
fleet renewal through 2025. Our LNG
team continues to provide excellent
support to clients across spot, period,
newbuilding and Sale & Purchase.
3 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
SALE AND PURCHASE
(‘S&P’)
Secondhand
S&P markets remained active in 2024,
with over 2,000 vessels of over 115m
dwt combined and an estimated value
of in excess of US$50bn reported sold
in the full year, down around 9% year
on year in tonnage terms but still firm
by historical standards, with 2024 the
fourth consecutive year with sales
volumes topping 100m dwt.
Activity was supported by near record
bulker sales volumes and strong tanker
and container activity. This was against
a backdrop of firm charter market
conditions that supported buyer
demand, high pricing offering a return
on assets for some sellers and with
some owners using the secondhand
market to progress fleet renewal plans
due to newbuild prices and yard lead
times being elevated. However, volumes
varied through the year, with the first
half seeing particularly firm trends amid
strong sentiment in various shipping
sectors, before activity slowed by
around a quarter in the second half of
the year as sentiment in some segments
became more uncertain. Secondhand
prices were generally very firm, with
our overall Secondhand Price Index
increasing by 22% between the start
of 2024 and the end of August, before
easing back at the end of the year.
Tanker and bulker pricing eased by
around 10-15% between the summer
and year-end, while containership
prices continued to rise. Our S&P team
remained very active, with several key
hires made during the year.
Newbuilding
The newbuilding market was incredibly
active in 2024, with the largest order
intake for 17 years. Contracts totalling
66m CGT and US$204bn were
placed, with appetite strong across
segments. The containership sector
saw particularly firm activity (4.4m
TEU ordered), while there was also a
good flow of gas carrier and tanker
orders. The overall orderbook increased
by 26% across the year and average
lead times lengthened. Chinese builders
consolidated their lead position, taking
two-thirds of orders, and are the only
major producer expanding capacity
(through expansion of existing and
reactivation of dormant facilities).
However, some much smaller players are
looking strategically at their shipbuilding
positions. Newbuilding prices remained
close to record highs, edging up a
further 6% across the year with some
softening in certain segments towards
the year-end. Meanwhile, half of orders
by tonnage in 2024 involved alternative
fuel, with LNG dual fuel dominating.
Our global newbuilding broking team
had an excellent year, benefiting
from its market-leading position and
strong cross-segment demand. We
also remained very active supporting
clients with alternative fuel newbuild
orders, as green fleet renewal and an
increasingly complex and evolving
regulatory backdrop drive investment
decisions. The newbuilding team has
expanded through a number of key
hires across our offices.
OFFSHORE AND
OFFSHORE RENEWABLES
Offshore oil and gas
The offshore oil and gas vessel sector
supports the development, production
and support of offshore oil and
gas fields, with over 13,000 mobile
vessels and rigs playing a vital role
in supporting operations across the
lifecycle of offshore energy projects.
Our offshore broking team remained
very active through 2024, with markets
strengthening further across the first
half of the year, before sentiment and
rate levels eased from all-time highs
towards year-end. Overall, offshore
project investment remained relatively
positive amidst a continued focus
on energy security, with oil projects
in South America and West Africa
accounting for the majority of CAPEX
(in total, an estimated US$81bn). Rig
vessel markets had a mixed 2024,
with space in the backlog and impacts
from some contract suspensions
being weathered well initially, although
dayrates eased across the second half
amid increased unit availability. However,
underlying fleet supply constraints
should remain supportive in the medium
and long term. The OSV sector faced
seasonal pressures in the second half,
following record markets earlier in
>115mdwt
S&P volumes
in 2024, the fourth
consecutive year
with volumes over
100m dwt
50%
Of tonnage
ordered in 2024
was alternative
fuel capable
THE S&P MARKET
REMAINED ACTIVE
IN 2024, WHILE THE
NEWBUILDING
MARKET SAW THE
LARGEST ORDER
INTAKE FOR
17 YEARS.
3 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
the year. Subsea markets had another
strong year, and the backlog of leading
EPC contractors is today at record
highs. Meanwhile, the MOPU sector
made further progress with a number
of awards confirmed.
In the near term, there is some
uncertainty around demand trends and
impacts from heightened geo-political
uncertainty. However, supply constraints
are generally set to remain a key
supportive feature of offshore vessel
markets, with the newbuilding interest
that materialised in 2024 in some
sectors relatively modest in scale.
Offshore renewables
The offshore renewables industry
continues to expand, and going
forward is expected to account for a
growing share of the global energy
mix supported by energy transition
and energy security trends. 2024 was
generally a mixed year for the offshore
wind sector, with installed offshore
wind capacity continuing to expand but
lower year-on-year project sanctioning,
with project economics becoming
increasingly important and political
support being more varied across
geographies.
European wind vessel markets were
strong in 2024, with WTIV availability in
the next few years expected to remain
tight, while C/SOV units were effectively
fully utilised in the summer. Although
challenges remain, the long-term
outlook for the sector remains positive.
Our offshore renewables team continued
to utilise its expertise and network to
support clients through the evolving and
growing market, and actively engaged
in discussions around technical green
solutions and initiatives as focus on the
green transition continues to develop.
FUTURES
Our Futures business is a leading
provider of freight derivative products,
helping shipping companies, banks,
investment houses and other institutions
seeking to manage freight exposure
by increasing or reducing risk. The dry
futures market remains competitive but
our team saw a strong end to 2024 and
have increased market share in some
key sectors. Our tanker FFA team had a
strong year, with disruption and volatility
supporting trading volumes, particularly
in the first half of the year.
THE OFFSHORE
RENEWABLES INDUSTRY
CONTINUES TO EXPAND,
AND WILL ACCOUNT FOR
A GROWING SHARE OF
THE GLOBAL ENERGY
MIX GOING FORWARD.
3 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
F I N A N C I A L
—
Offering a unique combination of deep expertise, shipping investment advisory,
progressive innovation and expert execution in a complex ship finance landscape.
SHARE OF REVENUE
SEGMENTAL SPLIT OF UNDERLYING
PROFIT BEFORE TAXATION
EMPLOYEES
£42.6m
2023: £44.1m
£5.2m
2023: £6.6m
120
2023: 115
3 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
Energy services
The second half of the year began with
a sell-off in oil services stocks, erasing
earlier gains, amid lower oil prices and
investor uncertainty. Capital markets
activity was lower in the second half,
although Brazil’s deepwater market
continued to show strength. Credit
markets remained strong, and M&A
opportunities remained in focus.
Metals and minerals
2024 saw generally more positive and
stable trends in the metals and minerals
sector after a volatile 2023. Clarksons
Securities was actively engaged in
several transactions, particularly within
the strong credit market and M&A
segment in the mining industry.
Renewable energies
Despite some challenges around
investor appetite in the renewables
segment, underlying activity continued
to grow strongly, and investments
generally continued to be made, with
clients valuing assistance in navigating
growth and financing options. Despite
some delays to transaction execution
in certain subsectors, the renewables
coverage team completed various
private M&A and equity transactions
during 2024.
SECURITIES
Clarksons Securities is a sector-focused
investment bank for the shipping,
offshore energy, renewables and
minerals industries, with deep sector
knowledge and global reach driven
by research and relationships. Despite
facing a more challenging economic
backdrop, the division performed well
during the year. Increased activity in the
debt and equity capital markets offset
some of the reduction in activity in M&A
and convertible bonds.
Secondary trading
Activity in the secondary trading
sector fell in the second half of the year
on the back of reduced investor risk
appetite amid volatility and geo-political
uncertainty, as well as the ongoing
strength in the primary credit market.
While total trading volumes for 2024
decreased on 2023, the Clarksons
Securities team was still able to
execute an increased number of blocks.
Shipping
The shipping industry experienced
a generally weak stock performance
in 2024, whilst in terms of capital market
activity, listed shipping companies
remained disciplined and focused on
returning capital to shareholders and
taking advantage of a strengthening
bond market.
Exploration & Production (‘E&P’)
Capital market transactions in the E&P
sector were robust, encompassing
both M&A and debt activities.
Clarksons Securities participated in
several transactions, and there is good
momentum going into 2025.
Debt capital markets
The Nordic high-yield bond market
experienced strong growth in 2024,
marking a record year in terms of
issuance volume and market activity,
and both existing bond issuers and new
entrants capitalised on the favourable
window. Across the year, Clarksons
Securities participated in transactions
across shipping, offshore and
natural resources.
2024 SAW
INCREASED
ACTIVITY IN THE
DEBT AND EQUITY
CAPITAL MARKETS.
Services:
Securities
Project finance
Structured asset finance
3 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
PROJECT FINANCE
Our project finance business is a
leading Nordic player within shipping
and real estate project finance, which
has in recent years offered investment
opportunities in modern fuel (and
carbon) efficient shipping and offshore
assets, with an overall focus on assisting
the shipping and offshore industry in
transitioning to more sustainable and
less carbon-intensive transportation.
Our project finance team recorded
good results in 2024, with healthy
investor interest in both shipping and
offshore projects supporting activity in
the Norwegian market. The attractions
of the Norwegian partnership model
encouraged more shipowners to
participate in the sector, and projects
were concluded across a range of
vessel segments. There remains good
availability of competitive bank finance
for non-recourse projects, and investor
interest remains promising.
STRUCTURED
ASSET FINANCE
Our structured asset finance business
provides clients with both general
advice and support on specific
financing and reporting requirements,
helping industrial clients and cargo
owners to structure bespoke financial
solutions and evaluate the impact of
changing accounting and environmental
regulations on the fulfilment of their
shipping finance requirements.
2024 was a successful year for our
structured asset finance team, with our
expertise helping clients to navigate
the wide range of available financing
choices and weigh up various financial,
legal, accounting, tax and risk transfer
implications. Our position as expert
independent financial advisers with a
first-class execution track record helped
us to develop new capital sources and
products to support our clients in a
fast-changing world.
The ship finance market generally
in 2024 was characterised by owners
lowering leverage and re-financing
existing facilities on lower margins
as they reacted to having more
liquidity on improved earnings. This
was countered slightly by a higher
interest rate environment during the
first half, increased liquidity costs and
upward pressure on margins for some
mainstream traditional shipping banks.
The mortgage-backed debt
market appears as a three-tier
market. The Poseidon Principles
banks offer lower margins than other
sources but access to funding is
usually limited to blue chip borrowers
for green vessels and/or projects.
HEALTHY
INVESTOR
INTEREST IN
SHIPPING AND
OFFSHORE
SUPPORTED
ACTIVITY IN THE
NORWEGIAN
PROJECT FINANCE
MARKET.
3 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
However, savings remain relatively
modest compared to more conventional
financing. Non-Poseidon banks remain a
competitive source of finance with fewer
constraints, although pressure is still
growing to reduce portfolio emissions.
Restrictions on ‘financeable’ assets have
resulted in a growing third group of debt
lenders, represented by credit funds
and providers of private credit facilities,
typically seeking higher margins and
returns but offering cashflow-driven
leverage and with appetite for a wider
range of tonnage (including older
vessels).
Leasing remains the other main
asset-backed finance product
supporting the shipping sector, and
here too a tiered market is apparent.
In the first tier are products offered
by some larger Chinese leasing
companies, and French and Japanese
tax-based products. Generally
attractive terms led to a stable flow
of leasing transactions through 2024.
However, many lessors were focused
on preservation rather than active
growth of portfolios. The market also
continues to be served by some of the
smaller Chinese and European leasing
companies and some credit funds. With
typically higher margins, this sector has
seen some of the largest pre-payments
over recent years, and financier
responses have included retrenching
domestically and diversifying sectors
(eg offshore oil transactions).
Overall, there are plenty of financing
sources currently available for
investments in newbuilding and
secondhand tonnage, with a focus on
optimisation of financing arrangements
rather than securing funds. From a
macro perspective, the credit outlook
in 2025 appears broadly neutral, but
there are a range of risks from Chinese
and European economic trends,
uncertainty around US policy and
geo-political flashpoints.
PRESSURE FROM BANKS
IS GROWING TO REDUCE
PORTFOLIO EMISSIONS.
US$2.1tn
Value of the world fleet
and orderbook
3 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
S U P P O R T
—
Offering a wide range of services to the marine and offshore industries
at a range of strategically located ports in the UK, mainland Europe and Egypt.
SHARE OF REVENUE
SEGMENTAL SPLIT OF UNDERLYING
PROFIT BEFORE TAXATION
EMPLOYEES
£65.0m
2023: £56.6m
£7.7m
2023: £6.4m
441
2023: 383
3 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
VESSEL AGENCY, PROJECT
LOGISTICS AND CUSTOMS
CLEARANCE
Through exceptional port agency and
first-class logistics services, our business
provides a range of solutions for clients
in the marine and energy sectors.
Record profits were achieved in 2024,
supported by project income, strong UK
grain imports, growth in the aggregates
business, oil and gas decommissioning
and offshore windfarm maintenance.
SHORTSEA BROKING
Our specialist shortsea broking team
saw significantly increased revenue
in 2024 despite softer freight rates,
with support from stronger UK grain
imports amid a poor harvest. The client
base and team also continue to grow
and collaboration with the dry cargo
shipbroking team within the Broking
division was enhanced.
GIBB GROUP
Gibb Group, the industry’s leading
provider of PPE and MRO products and
services and an experienced supplier
into the renewable energy sector,
made very good progress during 2024.
This included expanding the business’
offering in several UK and mainland
European locations, opening facilities in
the Far East to service regional offshore
wind activity and continued growth in
recently opened facilities. Performance
by Gibb Medical and Rescue, which was
acquired in early 2024, has exceeded
initial expectations.
EGYPT AGENCY
2024 was a challenging year for our
Egypt agency business, although the
team still delivered solid results. While
the drop in Suez Canal transits due to
vessel attacks in the Red Sea impacted,
increased Egyptian port calls, a new
strategic regional partnership and
increased chartering fixtures provided
some support.
STEVEDORING
Our stevedoring business, highly
experienced in loading and discharging
bulk cargoes, saw impacts in 2024 from
weaker UK grain exports, although
increased rental income from storage
volumes of imported grain helped to
offset the decline.
Services:
Shortsea broking
Gibb Group
Vessel agency, project logistics
and customs clearance
Stevedoring
Egypt agency
3 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
R E S E A R C H
—
Delivering market-leading data and best-in-class insights
across the sector to both our teams and our clients.
SHARE OF REVENUE
SEGMENTAL SPLIT OF UNDERLYING
PROFIT BEFORE TAXATION
EMPLOYEES
£24.5m
2023: £21.9m
£9.5m
2023: £8.4m
157
2023: 141
4 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
Clarksons Research, the data and
analytics arm of Clarksons, are market
leaders in the provision of independent
data and intelligence around shipping,
trade, offshore and the maritime
energy transition.
Millions of data points are processed and
analysed each day to provide trusted
and insightful intelligence to thousands
of organisations across maritime,
supporting decision-making across our
increasingly complex markets.
Research performed encouragingly
over 2024. This continues a long-term
growth trajectory, facilitated by ongoing
investments into our proprietary
database, the delivery of trusted
insights and in the development of
our market-leading digital platform.
Recurring revenue has now reached
90% of sales across a client base
involving over 3,500 companies and
15,000 platform users. Research has
developed excellent client penetration
across all aspects of the maritime
ecosystem, including owners, financiers,
yards, equipment suppliers, government
agencies, energy, cargo, traders,
insurance and developers while also
expanding its position in Asia and
other emerging markets.
Besides its role as a cash-generative and
industry-leading intelligence provider,
Research also continues to support the
Offshore Intelligence Network (‘OIN’)
provides data and analysis of utilisation,
dayrates and market supply and
demand of the offshore oil and gas fleet
including rigs, OSVs, subsea and floating
production. Supported by strong client
appetite as market conditions reached
all-time highs in some segments, sales
also benefited from the roll-out of
regional and country profiles leveraging
newly developed utilisation and
deployment data. Although market
conditions have softened in early 2025,
offshore oil and gas still supplies over
16% of global energy supply.
Renewables Intelligence Network
(‘RIN’) provides comprehensive data,
intelligence and analysis around
every offshore wind farm in the world
and the fleet of vessels that support
development and maintenance of
offshore wind farms. Despite mixed
market conditions in 2025, with project
sanctioning down but vessel dayrates
firm, offshore wind’s contribution to
global energy supply has reached 0.4%
and is expected to play a key long-term
role in global needs for both energy
transition and energy security. New
data on cable interconnectors, Power
Purchase Agreements and vessel sector
utilisation, alongside a series of country
briefings, were added to the offering.
Despite a strong competitive landscape,
sales grew in 2024.
Seanet has been developed in
conjunction with the Clarksons
technology business, Maritech. This
vessel movement system blends satellite,
vessel and land-based AIS data with
the Clarksons Research database of
vessels, ports and berths. Investments
into our underlying AIS data sources,
our processing stack and the expansion
of cloud capacity were made.
Broking, Financial and Support divisions
and the Technology business with
differentiating data, research and profile.
These synergies were successfully
enhanced in 2024.
DIGITAL
Developments across our digital
platform included:
Shipping Intelligence Network
(‘SIN’), our market-leading offering
providing data and analysis tracking
and projecting shipping market supply
and demand, freight, vessel earnings,
asset values and macro-economic
data around trade flows and global
economic developments, experienced
strong sales growth in 2024. This was
supported by well-received intelligence
briefings on the market impacts of Red
Sea disruption, tariffs on car imports,
US East and Gulf Coast port strikes and
the building geo-political complexities
in a seaborne trade matrix that reached
12.6bn tonnes in 2024 and experienced
the fastest growth in distance of trade
for over 10 years. Our intelligence
flow also tracked many of the major
themes in the shipping markets in 2024:
cross-market strength in dayrates, albeit
with a softer tone in some segments
towards year-end; an energy security
and energy transition focus; volume
growth in the ‘gases’; additional
tonne mile demand from geo-political
disruption; active S&P markets; a strong
flow of newbuild orders; and continued
supply side constraints despite some
reactivation of shipyard capacity.
World Fleet Register (‘WFR’) sales
also grew strongly, as client interest
in shipbuilding capacity, alternative
fuels and energy saving technologies
strengthened. Besides providing
granular data on the world fleet, vessel
equipment, companies, shipyards
and ports, the WFR focuses on the
tracking of green technology and
decarbonisation across the shipping
industry, aligning with the broader
Group’s investments around the green
transition. New data and functionality
around ports, liner services, incidents
and vessel deployment were added to
this offering in 2024.
Services:
Digital
Services
4 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
leading research unit. Investments into
our valuation technology offer has
supported our banking and leasing
clients in monitoring of their portfolios
and in meeting the needs of regulators.
Investments into headcount focused on
our Asian operations, with expansion
of our teams in Shanghai, Singapore
and Delhi. Our data analytics, digital
development, market analyst and
business development teams were also
expanded, in part through our highly
effective graduate programme. There
have been investments to fully digitalise
workflows across business development,
account management, renewals,
invoicing and KYC. Research is actively
pursuing investment opportunities.
SERVICES
Our dedicated services team, managing
data contracts and multi-year research
agreements across key corporates
operating in maritime, was very active
in 2024. There was strong demand and
uptake of our API offering, allowing our
powerful data to be embedded within
the workflows of clients, and also of our
modelling of forecasts for trade, fleet
development, shipbuilding capacity and
sector earning potential. Our valuation
offering remains the industry benchmark
for trusted valuations to the ship finance
market, leveraging the expertise of
the world’s largest shipbroker with the
diligence and technology of shipping’s
5,000
Digital platform
users
16%
Contribution of
offshore oil and
gas to global
energy supply
12.6bn
Tones of global
seaborne trade
volumes in 2024
4 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
B U S I N E S S R E V I E W C O N T I N U E D
The client base continued to grow
across our Intelligence, Contracts and
Trade solutions, increasing the benefits
for all participants. The remaining
clients from the Mardocs acquisition
in 2023 migrated to Recap Manager,
providing the tanker industry with
a unified contract management
system. AI-powered features are being
developed, which will act as cognitive
amplifiers throughout the platform,
leaving users to focus on the vital
fixing process.
Meanwhile, our business unit
dedicated to contract management
for commodity transactions (ICP
commodities) made inroads into new
segments and onboarded a major
new grains client, while expanding the
platform’s functionality and gearing for
further expansion.
Our technology arm, Sea, saw continued
progress and growth in its client base
through 2024. Our platform driving
the digitalisation of freight and fixtures
(‘The Intelligent Marketplace For
Fixing Freight’) is enabling charterers,
brokers and owners to benefit from
seamless workflows, access to the
right data at the right time, and
integrated governance, leading to better
optimisation of both dollars and carbon
when fixing freight.
A new Trade solution was launched
in 2024, with existing clients migrated
to a more modern technology base,
forming a solid foundation for the
Sea platform and offering a seamless
workflow, faster iterations and one data
structure. Compliance Manager was
also introduced in 2024, allowing users
to ensure compliance with increasingly
complex regulations within the
fixture workflow.
T E C H N O L O G Y
The Intelligent Marketplace For Fixing Freight.
4 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
B U I L D I N G A M O R E
S U S T A I N A B L E
F U T U R E
1
Managing our
environmental
impact
2
Focusing on our
people and our
communities
3
Maintaining robust
governance
practices
1 ENVIRONMENT
Drive the green transition in
shipping
Support the reduction of carbon
emissions across the maritime
industry through research,
innovation and expertise
Reduce our environmental
footprint
Take action to reduce our resource
consumption and achieve net zero
by 2050
Read more
Environment on
pages 46 and 47.
2 SOCIAL
Support our people to thrive
Build a diverse and inclusive
workplace where we prioritise the
health, wellbeing and development
of our employees
Deliver impact in our communities
Support charities and communities
to deliver impact
Read more
Social on pages
48 to 57.
3 GOVERNANCE
Lead a responsible business
Operate with high standards
and integrity. Maintain trust with
our stakeholders and deliver
sustainable value
Read more
Governance
on page 58.
G
O
V
ER
N
A
N
CE
S
O
CI
AL
4 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R I M P A C T
E
N
VI
R
O
N
M
E
NT
ESG GOVERNANCE
ESG GOVERNANCE STRUCTURE
Our strategy is to create long-term
sustainable value for all our
stakeholders, and we are committed to
enabling smarter, cleaner global trade.
Whilst our critical work in driving the
green transition in shipping is where we
can have the most impact, we continue
to progress initiatives to secure our
own sustainable future. Empowering
our people and communities is central
to our strategy.
Over the year we have continued to
develop our ESG governance. We
launched an ESG Steering Group
with appropriate members to drive
collaboration and progress. Following
the materiality assessment conducted
in 2023, we have advanced our data
maturity and, where possible, we have
set internal targets and action plans for
each material topic. We have clearly
defined responsibilities for our ESG
commitments which are overseen by
the ESG Steering Group and monitored
by the CFO & COO and the Board.
We continue to work with specialist
external agencies that advise
on sustainability and reporting across
all areas of the business. During the
year, Clarksons Port Services and Gibb
Group developed their sustainability
programme with the appointment of
a dedicated sustainability manager.
Both companies have operations and
offer services which have specific
environmental considerations.
We are continuing to evolve our
ESG reporting to recognise market
and regulatory developments. We
are monitoring the developments,
announced in February 2025 regarding
the EU’s Corporate Sustainability
Reporting Directive (‘CSRD’) and
are considering their impact on the
reporting requirements of the Group.
WE HAVE CLEARLY DEFINED
RESPONSIBILITIES FOR OUR ESG
COMMITMENTS WHICH ARE OVERSEEN
BY THE ESG STEERING GROUP AND
MONITORED BY THE CFO & COO
AND THE BOARD.
ESG STEERING GROUP
Chair and executive sponsor: CFO & COO
— Oversees and
drives forward the
implementation of
Clarksons’ internal
ESG strategy
— Ensures that Clarksons
has appropriate policies
to effectively manage
and progress its
ESG strategy
— Proposes ESG targets
and key performance
indicators for
Board approval and
monitors them on an
ongoing basis
— Monitors ESG-related
requests from
stakeholders
BOARD
— Approval of Clarksons’ internal ESG strategy,
including ESG targets and key performance indicators
4 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
WE ARE
UNIQUELY
POSITIONED
TO GUIDE THE
MARITIME
INDUSTRY
THROUGH THIS
UNPRECEDENTED
CHANGE.
CASE STUDY:
Reducing our emissions
Clarksons Port Services made a significant
step this year by transitioning from diesel to
Hydrotreated Vegetable Oil (‘HVO’) across our
heavy vehicle operations at Sentinel in Ipswich.
HVO is a 90% cleaner, more eco-friendly
alternative to diesel, offering substantial
reductions in carbon emissions and contributing
to a greener future.
We proudly received our first batch of HVO in
November 2024. With Sentinel consuming over
75,000 litres of fuel annually, this transition is a
significant step in reducing emissions and driving
us closer to our environmental goals.
ENVIRONMENT
Driving the green transition in shipping
Our purpose as a Company is to enable
smarter, cleaner global trade and to lead
positive change, which is aligned with
our strategy, in particular our strategic
pillars of Breadth, Reach, Understanding,
People and Trust (read more on pages
26 and 27). As an enabler of global
trade, we work closely with our clients to
lead and facilitate positive environmental
change in shipping through our Green
Transition offering. We are uniquely
positioned to guide the maritime industry
through this unprecedented change.
In line with our purpose and strategy,
the Board has set an objective to
work alongside our clients to minimise
emissions from the shipping industry by:
— Raising awareness and understanding
amongst our clients of changes in
IMO and EU regulation.
— Providing our clients with the
data and tools necessary to make
decarbonisation decisions.
— Helping clients to meet their
climate-related goals by working
with them to identify solutions.
The Board assesses whether this
objective has been met through a
number of measures, which include:
— Developments in our Research
division to broaden the intelligence
available to clients.
— Investment in divisional teams
to better support our clients in
their decarbonisation strategies.
— Evolving our technology offering
to provide clients with the tools to
inform cleaner decisions.
The Board noted the progress set
out on the next page against these
measures in 2024.
Reducing our environmental footprint
Every business must play its part in
achieving a more sustainable future.
At Clarksons, we are committed
to reaching net zero by 2050 and
to reducing resource consumption
across our operations. We continue to
implement energy-saving measures
within our offices and sites, such as
efficient lighting and heating, alternative
fuels and identifying sustainable
suppliers. Our sites in Aberdeen,
Great Yarmouth and Belfast now
operate with 100% renewable energy.
We also encourage our employees to
adopt sustainable practices, including
recycling and minimising waste, cycle
to work and electric vehicle schemes.
Over 2024, we have focused on
increasing our GHG emissions data
maturity, particularly within Scope 3,
and analysing our emissions to identify
the areas with the greatest potential for
improvement.
A breakdown of our GHG emissions
in 2024 is to the right. A detailed
overview of our 2024 environmental
performance can be found on pages
78 and 79.
GHG EMISSIONS 2024 (TCO2E)
1
2
3
1. Scope 1
680
2. Scope 2 (market basis) 1,300
3. Scope 31
7,116
1 Select Scope 3 emissions (business
travel, waste, water and paper).
4 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R I M P A C T C O N T I N U E D
MEASURE
UPDATE
Developments in our
Research division to
broaden the intelligence
available to clients.
— Growth of data streams on every vessel
type, supporting clients in selecting the
most environmentally friendly ships.
— Enhanced provision of market-leading data
on alternative-fuelled vessels, Energy Saving
Technologies, vessel speed and CII ratings.
— Release of market impact assessments around
fuelling transition, IMO short-term measures
and the EU ETS.
— Further enhancements of Renewables
Intelligence Network, providing leading data
on offshore renewables generally, including
the fast-growing offshore wind market.
— Development of the Clarksons Research
energy transition model, which supports our
clients in planning for the coming decades
around changes in the energy mix.
— Increasing use of data and intelligence by the
global shipping industry, academic research
and policymakers as a trusted source.
Investment in divisional
teams to better
support our clients in
their decarbonisation
strategies.
— Focused the Gibb Safety and Survival business
in the Support division on meeting the needs of
the industry which supports the construction
and maintenance of offshore wind farms.
— Further development and expansion of the
Green Transition team, launched in 2021.
— Enhancement of expertise within the
newbuilding team to support clients in their
decisions regarding alternative-fuelled vessels,
thereby evolving the tonnage on the water
towards lower-emitting vessels.
— Deal-flow within the Securities business across
renewable and clean technology.
Evolving our technology
offering to provide clients
with the tools to inform
cleaner decisions.
— Introduction of Sea’s Carbon Exposure solution,
which empowers clients to manage voyage
carbon emissions and costs through forecasting
and tracking emissions.
CASE STUDY:
Executing shipping with greener outcomes
The steel industry alone accounts for more than
8% of the world’s CO2 emissions. That’s why our
client, Stegra, the Sweden-based hydrogen and
steel producer, needed an exclusive shipping
partner who could help them achieve cleaner,
more carbon-efficient freight for their new steel
plant in Sweden.
We brought together a multi-disciplined team:
— Our Broking team is providing expertise and
insights across the deep sea and short sea
market to inform Stegra’s freight strategies.
— The Green Transition team is providing
guidance on how best to reduce CO2
emissions from Stegra’s ocean supply chain.
This will include advising on alternative-fuelled
ships, speed-consumption calculations,
and adherence to regulatory and voluntary
carbon-reduction commitments, including the
newly introduced EU ETS and Fuel EU.
— Our Sale & Purchase/Projects desk is providing
visibility on yard availability and newbuilding
pricing. With this insight, Clarksons Securities
is liaising with owners on raising equity and
debt capital which will then be used to finance
the build of fuel-efficient ships, suitable for
Stegra’s requirements.
— The Digital Transformation team is focused
on integrating systems between the broking
team and Stegra to deliver relevant data
that will drive smarter and more sustainable
decision-making.
The result: a stronger, longer-term relationship
with a shared vision and goal across disciplines
that will help Stegra to operate and grow
sustainably. Clarksons is committed to playing
its role in ensuring the shipping industry
can meaningfully contribute towards the
global climate change agenda in ever-more
effective ways.
4 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
We run Employee Voice Forum
meetings which provide employees
with the opportunity to raise and
discuss important topics with each other
and our Employee Engagement Director
(a Non-Executive Director). The forums
rotate geographically to ensure that
we receive a global perspective from
employees at all levels. Other initiatives
include monthly global and divisional
management forums, employee
pulse surveys, and regular internal
communications that feature company
updates and educational content.
Diversity, equity and inclusion (‘DEI’)
We are dedicated to attracting and
retaining a diverse range of talent. We
believe that our strength lies in the
diversity of thought, perspective, and
experience across our teams. Fostering
an inclusive culture and a strong
sense of belonging is a core priority
at Clarksons, and we strive to create
an environment where everyone can
contribute and thrive.
The maritime industry is a sector
that continues to face challenges in
attracting diverse talent, particularly
regarding gender. We continue to
expand our recruitment practices,
policies and campaigns to create a
diverse and inclusive workplace. We
have focused on removing barriers to
potential candidates and growing our
network of diverse talent pools.
This year we were pleased to join
Encompass Equality as one of its founding
members. The membership organisation
supports companies to advance
diversity, equity and inclusion with a
focus on investing in female retention
and progression. Over the next year,
we will be enhancing our DEI employee
training and data practices to improve
insights at all levels of the business.
SOCIAL
Supporting our people to thrive
Clarksons sits at the heart of global
shipping; we deliver world-leading
services that support our clients to
make the best decisions for their
business. Through geo-political
disruption and environmental
challenges, our people keep trade
moving around the world with their
unparalleled expertise.
We invest in our people; we equip them
with the knowledge and resources they
need to navigate these huge market
moments through extensive training
and career development programmes.
Clarksons is a relationship-driven
business, and we are dedicated to
delivering a diverse and engaging
workplace where employees can
thrive and feel valued.
Employee engagement
Central to our success is a deep
commitment to engaging with our
people and understanding what matters
most to them. We foster a culture that
values open, transparent and direct
communication across all levels to
ensure that Clarksons is a great place
to work.
We equip our managers with the
tools and support they need to
engage meaningfully with their teams,
facilitating open and constructive
conversations that address the needs
and aspirations of our people. Regular
feedback and insights are encouraged,
with both informal communication
channels and more structured forums
enabling employees to share their
perspectives and contribute to shaping
the future of our business.
GENDER DIVERSITY
AS AT 31 DECEMBER 2024
SENIOR MANAGERS 1
1
2
1. Female
18
7.7%
2. Male
217
92.3%
1 Employees who have responsibility
for planning, directing or controlling
the activities of the Group, including
all directors of subsidiary companies.
ALL EMPLOYEES
1
2
1. Female
617
28.3%
2. Male
1564
71.7%
NEW JOINERS
1
2
1. Female
138
30.5%
2. Male
315
69.5%
4 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R I M P A C T C O N T I N U E D
CASE STUDY:
Leadership Development Programme
Jae Sung Choi, from Clarksons Korea, completed
the Leadership Development Programme
this year.
“The Leadership Development Programme’s
objective self-assessment framework was
transformative, offering valuable insights into
my leadership approach. Through structured
feedback and reflection exercises, I gained a
deeper understanding of my strengths and
areas for growth, which has been instrumental
in shaping my leadership journey.
“The programme highlighted the importance of
empathetic team management, inspiring me to
initiate company social activities like hiking. These
initiatives have strengthened team bonds and
improved workplace dynamics. This has already
had a positive impact on team engagement and
collaboration.
“The Leadership Development Programme
provides essential tools for self-discovery and
practical leadership skills. It pushed me to think
beyond traditional management approaches
and implement meaningful team-building
initiatives. The experience has been invaluable
in developing a more inclusive and effective
leadership style.”
Recruitment and talent management
Clarksons delivers world-leading
expertise through our dedicated and
innovative people. We continue to
attract and retain the best talent in
the industry. We partner with talent
agencies that share and support our
DEI aspirations, and ensure that we are
increasing the diversity of recruitment
pools. Our early careers initiatives
are having an impact on changing
the gender profile of our broking
workforce. The intakes of our Global
Trainee Broker Programme in 2023
and 2024 were both over 35% female.
We offer exceptional career
opportunities in a fast-paced, innovative
industry, where our employees are
encouraged to grow and challenge
themselves. We provide resources
and support that empower individuals
to develop into future leaders. Key
initiatives include an annual performance
review and bi-annual promotions
process, based on a consistent
competency-based performance
framework.
Clarksons Leadership
Development Programme
Our bespoke Leadership Development
Programme delivers a series of in-depth
training modules to business leaders,
supporting them to develop the skills
that they need to lead successful teams
that continually raise the bar. Modules
include personal leadership style and
communication skills, with participants
receiving detailed feedback from their
teams to reflect upon. This year we
were delighted to expand the training
programme with a virtual offering in our
Asia offices.
Learning and development
The maritime industry is fast-paced
and ever-changing. We create teams
that can quickly and effectively meet
the unique needs of each of our
clients. We foster an environment of
hands-on and integrated learning for our
employees, to give them an unrivalled
understanding of global shipping.
Read more
Learning and
development
opportunities
on page 51.
WE CONTINUE TO
EXPAND OUR
RECRUITMENT
PRACTICES,
POLICIES AND
CAMPAIGNS TO
CREATE A DIVERSE
AND INCLUSIVE
WORKPLACE.
35%
Female intake in
our Global Trainee
Broker Programme
in 2023 and 2024
THE LEADERSHIP
DEVELOPMENT
PROGRAMME PROVIDES
ESSENTIAL TOOLS
FOR SELF-DISCOVERY
AND PRACTICAL
LEADERSHIP SKILLS.
4 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Alongside this experiential and
team-centred learning, we deliver
structured training through the
Clarksons Academy. Our global learning
portal encompasses technical and
industry training, as well as professional
and personal skills. This year we further
developed our training programme by
launching Clarksons Academy Plus, a
platform that features curated learning
pathways with access to thousands of
multilingual videos and modules.
Throughout the year we deliver seminars
and webinars on current affairs, key
topics, regulations and challenges
to ensure our teams can meet the
demands of the global shipping industry.
We have long-term partnerships with
initiatives such as the UK’s Maritime
Masters programme and support
employees to study for membership of
the Institute of Chartered Shipbrokers.
Health, safety and wellbeing
At the core of our operations is the
health, safety and wellbeing of our
people. This year, we have continued our
commitment to supporting employees’
mental and physical health through
a variety of resources. These include
digital therapy services, access to the
Thrive mental health app, and our
comprehensive Employee Assistance
Programme.
Our approach to health and safety is
guided by the Group Health and Safety
Framework, which was approved by the
Board. To ensure effective oversight, the
CFO & COO has been appointed as the
sponsor for health and safety. The Group
Health and Safety Committee plays
a key role in monitoring compliance
with the framework, providing regular
updates, and reporting any concerns to
the Board.
Each site is responsible for managing
its health and safety practices in
alignment with the Group Health and
Safety Framework, whilst adhering
to local regulations and laws. Most of
our locations engage in office-based
activities, which are considered low risk.
However, certain higher-risk activities
within our Support division, such as
port agency operations and freight
forwarding, are managed separately
by a dedicated Health and Safety
Committee, reporting into the Group
Health and Safety Committee.
Launched in 2024
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
5 0
S T R AT E G I C R E P O R T —
O U R I M P A C T C O N T I N U E D
Summer internships and
apprenticeships
Each year we run apprenticeships
and a summer internship to give
the next generation of talent insight
into the maritime industry. This year,
we welcomed interns to a number
of our global offices to learn from
teams across different departments.
22
Participants
in our 2024
Trainee Broker
Programme
7
Locations
welcoming
trainee brokers
L E A R N I N G
A N D D E V E L O P M E N T
O P P O R T U N I T I E S
—
Clarksons is committed to investing in the next generation of talent
and provides numerous opportunities for young people from all
backgrounds to explore a career in the maritime industry.
Dry Cargo Shipping Diploma
Once again Clarksons delivered the
Dry Cargo Shipping Diploma. Now
in its 12th year, this five-day intensive
programme is designed specifically
for aspiring brokers and operators.
This year was our largest group to
date with 30 participants, including
Clarksons’ employees as well as
participants from clients who are
in the early stages of their careers.
Trainee Broker Programme
Launched in 2023, our Trainee Broker
Programme continues to go from
strength to strength. The entry-level
programme provides candidates from
all locations and backgrounds the
opportunity to accelerate their careers
and to gain valuable experience in the
shipbroking industry.
The programme includes
rotational seats across some
of our key shipbroking divisions,
with accelerated development
of technical, organisational, and
professional knowledge and skills.
Upon completion of the one-year
programme, trainees are considered
for a further one-year extension,
which may include a secondment
in one of our overseas offices.
In 2024 we grew our cohort of
trainees to 22 individuals across seven
locations, with 100% of trainees rating
their experience as ‘excellent’.
CASE STUDY:
Trainee Broker Programme
Hear from Eashwar Umaidurai, a trainee
based at our Singapore office:
“The various desks I’ve been on at Clarksons
have been exceptionally supportive, providing
comprehensive training, and invaluable
industry insights. From structured sessions
to real-time guidance on deals, they create an
environment where questions are encouraged,
and growth is a priority. The open and
collaborative culture fosters both professional
development and personal confidence which
are fundamental for a trainee.
“A real highlight was successfully securing my
first fixture, which involved thorough market
analysis, strategic negotiation and aligning
client expectations. This achievement not only
bolstered my confidence but also gave me a
better understanding of the complexities of
the broking industry.
“The programme offers an unmatched
opportunity to immerse yourself in shipping,
combining structured learning with practical
experience. The mentorship, global exposure,
and robust support network make it an ideal
platform to start your career.”
THE PROGRAMME
OFFERS AN UNMATCHED
OPPORTUNITY TO IMMERSE
YOURSELF IN SHIPPING.
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
5 1
Clarksons sponsored the launch
reception of the upcoming 2025 London
International Shipping Week, bringing
together representatives from our global
team with industry authorities and
maritime leaders.
Clarksons Research plays a pivotal
role in advancing maritime education
and research by offering access to
comprehensive data and insights
to over 60 maritime university and
research programmes worldwide. We
also provide data and intelligence to
inter-governmental organisations,
governments, regulators and various
industry and trade bodies, helping frame
debate and policy decisions around the
development of the shipping industry,
including climate change and safety
at sea.
DELIVERING IMPACT
IN OUR COMMUNITIES
Industry partnerships
We deeply value our partnerships with
associations and communities across the
maritime industry. Over 2024 we have
grown our long-term partnerships and
welcomed new ones to our networks.
The Women’s International Shipping &
Trading Association (‘WISTA’) remains
an important partner for Clarksons.
WISTA is an international networking
organisation whose mission is to attract
and support women in the maritime,
trading and logistics sectors. Our female
employees are encouraged to become
members and to attend training and
networking events.
Clarksons is a proud sponsor of
events hosted by Women Together –
a networking community for women
in shipping, commodities and trading.
OVER 2024 WE
HAVE GROWN OUR
LONG-TERM
PARTNERSHIPS
AND WELCOMED
NEW ONES TO OUR
NETWORKS.
Partnering with
WISTA, to attract
and support
women in the
maritime, trading
and logistics
sectors.
Sponsoring
events hosted by
Women Together,
a networking
community
for women
in shipping,
commodities
and trading.
CASE STUDY:
Contributing to the maritime
professional services community
This year, Sandra Rosignoli, our Group General
Counsel and Head of Compliance, was appointed
to the Board of Directors for Maritime London.
As an industry-led body representing the
UK’s maritime professional services, Maritime
London works to ensure that the UK remains
a world-leading location for maritime-related
business and trade.
I AM HONOURED TO BE OFFERED THE
OPPORTUNITY TO CONTRIBUTE TO THE
UK MARITIME PROFESSIONAL SERVICES
COMMUNITY. I HOPE, IN PARTICULAR,
THAT MY VOICE CAN REPRESENT
MARITIME LONDON’S LEGAL AND
SHIPBROKING MEMBERS’ INTERESTS.
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
S T R AT E G I C R E P O R T —
5 2
O U R I M P A C T C O N T I N U E D
Charitable giving and volunteering
Clarksons is a company of passionate
people; we are dedicated to giving back
to our communities and leading positive
change. We are incredibly proud of
how our teams generously offer their
time, energy and funds to support
the critical work of many charitable
organisations. 2024 was no exception,
as our teams poured their enthusiasm
into volunteering and fundraising. Just
some of the many highlights include:
— Our biggest ever Charity Giving
Day, ‘A Day at the Races’, saw 280
team members from 10 of our
global offices take to static bikes
and battle it out across famous
racetracks. The proceeds from the
day were donated to The Clarkson
Foundation.
— Clarksons hosted a career panel
discussion and participated in a
speed networking event to support
young people in reaching their
potential. The events were held in
partnership with the Renaissance
Foundation, an organisation that
supports young carers and patients.
— Our teams came together to donate,
wrap and deliver gift hampers, school
packs, hygiene kits and Christmas
gifts for different causes around
the world.
— Inspiring employees completed
sponsored marathons, mountain treks
and challenges to raise money for
causes close to their hearts.
— Over the year, teams from across the
Group came together to renovate
community spaces, hold beach
clean-ups and support people
affected by natural disasters.
CASE STUDY:
Giving back to our communities
Vicki Oosthuizen from our Cape Town office is one of
Clarksons’ champion volunteers and fundraisers.
“2024 was perhaps the busiest and most rewarding year
for me personally. I was able to take on even more charitable
projects in South Africa and this was due to the amazing
support of my colleagues and The Clarkson Foundation.
“For one of our projects, my team and I renovated a creche
in a local township that supports 70 children from low-income
families. The creche receives very little financial support and
was in need of repair. We repainted the classrooms, built a play
area and provided furniture, toys and equipment. The creche
didn’t have running water so we installed a rainwater tank
and a pump to provide working toilets. Clarksons also kindly
sponsored the installation of a jungle gym – this was a real
winner with the kids!
“This was my big labour of love project, and I still continue to
visit the creche every second week to see how I can support
their needs.”
280
Employees
participated in
our Charity
Giving Day
THIS WAS MY BIG LABOUR
OF LOVE PROJECT, AND I
STILL CONTINUE TO VISIT
THE CRECHE EVERY
SECOND WEEK TO SEE
HOW I CAN SUPPORT
THEIR NEEDS.
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
5 3
I N T R O
F R O M
T H E
C H A I R
The Clarkson Foundation supported 18
charities through its grant programme
during the year. 20% of the total
grant value was directed toward new
charities, supporting them for the
first time, while 80% was allocated to
charities with whom we already have
established relationships. This balance
allows us to expand the number and
diversity of great causes we can support
while deepening connections with
established and trusted partners to help
them achieve greater progress toward
their goals.
New causes we supported in 2024
ranged from smaller, impactful one-time
donations to more significant
investments. Some examples include:
— Ipswich Playbus “Dennis”: A small
but meaningful contribution helped
this mobile play service continue to
run, bringing joy to underprivileged
children in remote areas of Suffolk.
— Strongbones: A larger donation
funded the purchase and installation
of mobility equipment, directly
supporting individuals with serious
bone diseases.
— The Gurkha Welfare Trust:
Supporting veterans, their families
and communities in Nepal, a donation
funded the rebuild of a widow’s home
following a devastating earthquake.
When considering grants, we prioritise
the long-term impact of our donations
and the potential number of people it
will benefit. Now in our fourth year, we
wanted to build on some of the success
that had been achieved in previous years
and demonstrate ongoing commitment
to the causes we are passionate about.
By fostering deeper relationships with
charities we’ve supported before, our
aim is to amplify the impact they can
continue to make. Our relationships with
these charity leaders are built on trust
and proven results, and with regular
updates and conversations with them,
it reaffirms how our support is making
a real difference.
This was evident during the year
when the Trustees collaborated with
five charity leaders to identify new
initiatives and explore how different
fundraising milestones could translate
into meaningful projects. Having
these tangible goals in place inspired
Clarksons’ staff in their fundraising
efforts during Clarksons’ Charity Giving
Day, knowing how their generous
contributions would make a tangible
difference. I’m delighted to share
that across the fundraising from the
Charity Giving Day and the proceeds
from The Clarkson Foundation gala
dinner held the same day, we were
able to donate the sufficient amount
for all five charities to achieve their
identified projects.
Learn more
Scan to learn more about the
Foundation.
Ipswich Playbus
“Dennis” – bringing joy
to underprivileged
children.
Jeff Woyda provides an
update on the Foundation’s
impact during the
gala dinner event.
5 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R I M P A C T C O N T I N U E D
A NEW RELATIONSHIP
SET TO ACHIEVE
AMAZING RESULTS
Beyond repeat financial contributions,
relationship-building has enabled us
to better understand the challenges
charitable organisations face, how
they overcome them, and how the
Foundation can provide further support
in the form of time, volunteering,
expertise and skill swap, or facility usage.
A fantastic example of this can be seen
in our relationship with UK-based youth
homeless charity, Centrepoint. We’re
delighted to announce a £1.25 million
donation to Centrepoint in support of
its Independent Living Programme.
The donation will go towards the
building of a new housing unit for
18 to 24 year olds, designed to help
break the cycle of homelessness.
The journey to get to this point has
not been straightforward with plenty
of planning applications and creative
thinking across a three-year period
to make it a reality. But the close
collaboration, determination and a
shared ambition between The Clarkson
Foundation Trustees and the project
leads at Centrepoint has made it
possible. With planning permission now
approved, we look forward to sharing
more on the development of ‘Clarkson
House’ and the success that it can bring
for the young people who will live there,
in their first step into independent living.
Clarksons was honoured to be a
part of the Centrepoint Awards in
October 2024. The evening was
hosted by charity patron HRH Prince
William, and recognises the incredible
achievements of the young people that
Centrepoint supports. Clarksons was
the proud sponsor of the Independent
Living Award which shines a light on
individuals demonstrating significant
independence despite facing personal
or societal challenges. I had the absolute
pleasure of presenting the award to an
inspiring young man named Andrew
who has thrived in managing his own
life with resilience, demonstrated
self-sufficiency, and served as an
example of determination and capability.
Once Clarkson House is complete,
many more will be able to follow in
the footsteps of Andrew.
We look forward to growing these
relationships further and exploring
new ones in 2025 and beyond.
Jeff Woyda
Chair of The Clarkson Foundation
We were joined by key
charity leaders at the
Foundation’s gala
dinner, including Ken
Cowen from the charity
School of Hard Knocks.
The Centrepoint Awards were hosted at
The British Museum. Jeff Woyda is
pictured on stage to present the
Independent Living Award (sponsored by
the Foundation), alongside charity patron,
HRH Prince William, Lady Kitty Spencer
and event host Claudia Winkleman.
5 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
T H E L O T U S
F L O W E R
Since supporting The Lotus Flower,
we’ve heard about the positive impact
that the charity has had on hundreds
of people across Kurdistan who have
been displaced by conflict. Founder,
Taban Shoresh OBE, identified how
our support could help to complete
a shortfall in an existing women’s
business incubator and mental health
programme, which is providing
livelihood training and financial grants
for women, enabling them to start their
own sustainable business alongside
mental stability, suicide prevention
and traumatisation support.
S P R E A D A S M I L E
Every year, this charity brings joy and
laughter to seriously ill children in NHS
hospitals and hospices around the UK.
Through in-person and virtual visits and
events, Spread a Smile’s entertainers,
magicians, artists, fairies and therapy
dogs enhance the wellbeing of young
patients, and help them and their
families to cope with the pain of serious
illness and hospitalisation. In reaching
our fundraising goals, Spread a Smile
were able to fund 72 further visits,
helping to make over 1,000 children
smile.
Spotlight stories
R E N A I S S A N C E
F O U N D A T I O N
Located close to our London office, the
Renaissance Foundation supports young carers
and patients whose academic attainment could
be limited due to the extra responsibilities
and healthcare obligations they need to fulfil.
This year’s grant-giving will support 15 young
people to complete an employability skills and
mentoring programme which will include career
exploration activities, leadership skill workshops
and work experience placements, ensuring
that they have the essential skills they need to
succeed as they leave formal education.
The Lotus Flower supports women
displaced by conflict to develop new
skills, such as sewing, to help rebuild
confidence and future prospects.
The team from Spread A Smile joined
in the fundraising efforts at Clarksons’
annual Charity Giving Day.
5 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
O U R I M P A C T C O N T I N U E D
D I G
D E E P
Charity leader Ben Skelton and his team
have delivered life-changing impact for
thousands of people in Bomet County,
Kenya by bringing clean running water
to villages and schools. Dig Deep has
proven approaches to installing spring
water systems, providing education on
good hygiene and safety within toilet
facilities at schools and promoting
community engagement to ensure
sustainable success. Our fundraising will
do more of the same – bringing fresh,
clean, running water to a community
and building toilet blocks within the
local school. This basic amenity will help
over 5,000 people and ensure their local
economy can start to grow.
S C H O O L
O F H A R D
K N O C K S
Many young people are at risk of losing
their way in school, at risk of exclusion
or venturing into anti-social behaviour,
for many different reasons. SOHKs is
a social-inclusion charity, using rugby
and mentoring sessions to help young
people make positive changes to their
behaviours, attitudes and mindsets.
We’re delighted to continue our
support for the Bacon’s College girls
programme for the 2024-25 academic
year, which will fund the staffing,
training and qualifications that the
professionals need to support young
people effectively, along with additional
resources for some of the pupils who
may not be able to afford sports kits
or away days.
Teachers and school children at
Kenene Primary School in Bomet
County, Kenya have directly
benefited from the installation
of sanitary water solutions.
The programme at Bacon’s College
is supporting 11 to 16 year girls
across the 2024-25 academic year.
Spread a Smile entertainers
in action at an event
hosted in the summer.
5 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
WE HAVE A DEEPLY
EMBEDDED
CULTURE OF
ETHICS AND
COMPLIANCE AT
CLARKSONS.
See more online
Modern Slavery and
Human Trafficking
Statement at www.
clarksons.com/2024-
modern-slavery
GOVERNANCE
Leading a responsible business
Ethics and Compliance at Clarksons
We conduct our business responsibly
and operate with the highest standards.
With robust governance, we maintain
trust with our stakeholders and deliver
sustainable value. Our principles, policies
and practices are designed to ensure
that we:
— Act honestly, fairly and with integrity
at all times, and that we comply with
all applicable laws.
— Treat our employees, clients,
contractors, suppliers and other
stakeholders fairly and with respect.
— Create a high-quality, equal
opportunity workplace for all our
employees, based on merit and free
from discrimination, bullying and
harassment.
— Respect human rights.
We have a deeply embedded culture
of ethics and compliance at Clarksons.
We have a risk-based compliance
programme which includes risk
assessments across numerous factors
including the location of our operations,
our industry, the regulatory environment,
potential clients and business partners,
transactions with foreign governments,
gifts, travel and entertainment.
Our Compliance Code contains a
suite of policies and procedures that
mitigate legal risks such as sanctions
breaches, bribery and corruption, money
laundering, insider dealing, market abuse
and conflicts of interest. A clear and
accessible whistleblower policy supports
anonymous reporting of misconduct to
an independent external provider. Each
year all employees, officers and Board
members are required to read and
commit to our Compliance Code, and to
complete mandatory bespoke training
to ensure that our policies are integrated
into the organisation. Additional training
is given to employees in relevant
control functions. The Audit and Risk
Committee oversees our compliance
programme.
Sanctions
Clarksons is renowned for its exceptional
sanctions compliance programme. With
the largest KYC team in the industry, we
set the highest standards in sanctions
risk management. Our programme
includes bespoke proprietary tracking
tools and illicit behaviour risk tools. Our
robust approach safeguards both our
operations and, by extension, our clients.
Human rights and modern slavery
We believe that the respect of human
rights is integral to being a responsible
business and we are committed to
treating individuals with respect and
dignity.
Clarksons places value on difference and
believes that diversity of people, skills
and abilities is a strength that helps the
business and the individuals within it to
thrive. Any discrimination based on race,
religion, nationality, gender, age, marital
status, disability, sexual orientation or
political affiliation is prohibited within
the business. We are committed to
providing a workplace free of any form
of harassment or discrimination and
expect our suppliers to do the same.
Our Supplier Charter asks our suppliers
to commit to respecting human rights,
diversity, inclusion and the environment.
Suppliers are required to have effective
systems and controls in place to prevent
modern slavery. Our General Terms
and Conditions also include client
obligations to comply with modern
slavery legislation.
We continue to review the effectiveness
of our current arrangements and,
where necessary, implement additional
safeguards and procedures. In line with
the Modern Slavery Act 2015, we publish
an annual Modern Slavery and Human
Trafficking Statement on our website.
5 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
5 8
S T R AT E G I C R E P O R T —
O U R I M P A C T C O N T I N U E D
OUR CLIENTS
Who they are
We have over 5,000 clients globally
which includes charterers, vessel owners,
trust funds, investors and ship agents.
What they care about
— Integrity
— Quality of service
— Expertise
— Trusted advisor
— Innovation and technology
— Market leadership
— Sustainable products and solutions
— Business conduct
Why they are important to us
As the world’s leading provider of
integrated shipping services, our
market-leading technology and
intelligence set us apart. This allows us
to influence client decisions at every
step of the shipping lifecycle and form
the trusted partnerships with our clients
that continue to drive our business.
How we engage with them
Adopting a bespoke approach is key
to how we engage with our clients.
This includes:
— Client meetings and presentations
— Client forums
— Client feedback and input into
product development
— Social media
— Website
Issues raised during the year
— Decarbonisation of the industry,
including the fuelling transition
(transition in the industry away from
conventional fuels for vessels), energy
transition (impact on trade flows of
changes in energy usage) and growth
of the offshore renewables market
— The digital transformation of the
industry
— Impact of geo-political uncertainty on
trade flows and supply chains
Actions and outcomes
— Continued focus from the Green
Transition team on working
with clients on understanding
evolving regulations and broader
decarbonisation strategies
— Continued investment in and
development of technological
solutions (eg to facilitate
decision-making to support
decarbonisation of the industry,
and to support negotiation and
management of freight transactions)
— Continued development of our
sanctions compliance programme
We have identified the following as
our principal stakeholders:
OUR CLIENTS
OUR PEOPLE
OUR SHAREHOLDERS
OUR COMMUNITIES
C O M M I T T E D
T O E F F E C T I V E
E N G A G E M E N T
—
We recognise the value of building strong relationships
with our stakeholders to gain a better understanding of what
matters to them and how our decisions will impact them.
5 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
S T A K E H O L D E R S
Issues raised during the year
— The green transition
— Strategic client engagement
— Leadership in complex global markets
— The digital transformation of
the industry
— ESG agenda
— CSR priorities
Actions and outcomes
— New training and development
and cross-business collaboration
on key market developments around
digitisation and the green transition
— Funding and supporting charitable
causes that are meaningful to our
people and communities
— Evolution of ways of working and
bringing the Group together: new
channels of communication, new
networks of collaboration and a
consistency of knowledge sharing
— Continued focus on leading in a
complex world, and enhancement
of focus on management and
leadership skills and competencies
— Continued evolution of our ESG
governance and, where possible,
the setting of internal targets and
action plans for each material topic
OUR PEOPLE
Who they are
We have over 2,100 employees across
more than 60 offices in 25 countries.
What they care about
— Client relationships
— Maintaining market position
— Broad experience and leading
the way in industry change
— Culture and values
— Training and development
— Employer brand
— Reward and benefits
— ESG
Why they are important to us
As a trusted advisor to our clients
leveraging market-leading intelligence
enabled by technology, our people are
our biggest asset. We continually strive
to engage, develop and retain them.
How we engage with them
— Leadership and divisional
management forums
— Employee Voice Forum
— Global conferences
— Active management
— Performance management
— Training and development
— Internal communications channel
(Voyage)
— Social media
— Digital platforms
— Social and networking opportunities
— CSR activities
2,100+
Employees
67
Clarksons offices
25
Countries in
which Clarksons
operates
6 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
S T R AT E G I C R E P O R T —
6 0
S T A K E H O L D E R S C O N T I N U E D
OUR COMMUNITIES
Who they are
The shipping community, industry-
related partnerships and the wider
communities in which we operate.
What they care about
— Authoritative data and intelligence
— Sustainability
— Clarksons as a responsible group
— Employment opportunities
— Charities and community causes
Why they are important to us
All participants in the wider shipping
community play an important role
in shaping the industry in which we
operate, as well as being our current,
and potentially, our future clients.
Furthermore, we want to have a positive
and lasting impact on communities,
and fundamentally believe that behaving
in a socially responsible way is the right
thing to do.
How we engage with them
— Publications and our database
— Sharing of expertise and knowledge
through participation in industry
forums and employee directorships
of shipping-related boards
— Industry partnerships
— Volunteering
— Charitable donations
— Social media
Issues raised during the year
Decarbonisation of the industry,
including the fuelling transition
(transition in the industry away from
conventional fuels for vessels), energy
transition (impact on trade flows of
changes in energy usage) and growth
of the offshore renewables market
Actions and outcomes
— Continued support of already
established industry partnerships and
establishment of new partnerships
— Provision of Sea technology modules
to maritime universities at a heavily
reduced price
— Focus on our local communities
through charitable giving and
employee volunteering
— Continued charitable giving by
The Clarkson Foundation
— Continued evolution of our ESG
governance and, where possible,
the setting of internal targets and
action plans for each material topic
OUR SHAREHOLDERS
Who they are
Our shareholders range from small private
investors to large institutional investors.
What they care about
— Operating and financial performance
— Strategy and outlook
— Shareholder value creation
— Dividend policy
— ESG performance
— Remuneration
Why they are important to us
Our shareholders own our business and
provide us with the capital that enables
us to continue to grow the business.
How we engage with them
— One-to-one meetings
— Investor roadshows
— Capital markets days
— Analyst briefings
— Half year and full year results presentations
— Annual Report
— AGM
— Website
Issues raised during the year
— Strategy
— Business performance and prospects
— Sustainability matters
— Diversity
— Executive remuneration
— Succession planning
Actions and outcomes
— Continued strong financial
performance
— Maintenance of the Company’s
progressive dividend policy
— Enhanced understanding of the
Company’s executive remuneration
structures
— Continued evolution of our ESG
governance and, where possible, the
setting of internal targets and action
plans for each material topic
6 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
6 1
Our risk profile continues to evolve
as a result of fast-changing market
conditions and regulations; global
macro-economic and geo-political
uncertainty with associated market
volatility; increasing cyber crime; and
climate change.
This evolving external context also
brings strategic opportunities such as
the green transition and technology, and
data-driven commercial options which
enable us to lead positive change in the
shipping industry and develop the tools
to future-proof our business.
Our risk management framework
ensures that we manage risks against
a risk appetite that seeks to protect
on the downside, while promoting the
necessary entrepreneurism to seize
opportunities which further our strategy
to create value for shareholders and
other stakeholders.
Risk environment
Our business model determines our
inherent internal risk.
As intermediaries, we are bound by the
scope and authority determined by our
General Terms and Conditions, which
are communicated to our clients on
commencement of business.
E F F E C T I V E
R I S K
M A N A G E M E N T
—
Preserving the integrity and reputation of the
Clarksons brand in a fast-changing world.
6 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
R I S K M A N A G E M E N T A N D P R I N C I P A L R I S K S
We do not take principal trading positions,
other than in exceptional circumstances in
the Financial division should there be a failure
of a client to meet its obligations during the
settlement period.
The strength of our balance sheet comes
from cash and other current working capital
balances which grow with our consistently
profitable business. Our profit and cash flows
are not exposed to asset valuations or the
risk of loss or damage to physical assets of
material value integral to our day-to-day
business.
Aside from regulatory capital commitments
in our regulated entities, we are not required
to commit amounts of capital in the conduct
of our day-to-day business. The Group has
no borrowings.
Risk culture
Risk management is an integral part of all
of our activities. Risks are considered in
conjunction with opportunities in all business
decisions. We focus on the principal risks
which could affect our business performance
and therefore the achievement of our
strategic objectives.
Our flat management structure and culture
of open communication across all areas of
the business enables employees to identify,
assess, manage and report current, potential
or emerging risks to senior management
in a timely manner. Employees are actively
encouraged to suggest improvements to
processes and controls.
Risk appetite
Risk appetite reflects the overall level of risk
we are willing to seek or accept in order
to achieve our strategic objectives and is
therefore at the heart of our risk management
processes. Determining the nature and
extent of the risks we are willing to take is
the responsibility of the Board. Our aim is
to manage each of our principal risks and
mitigate them to within their agreed
individual risk appetite levels.
The Board approves the Group’s policies,
procedures and controls. This process
enables, where possible, a reduction in risks
to the tolerance levels set by the Board.
In determining its risk appetite, the Board
recognises that a prudent and robust
approach to risk mitigation must be carefully
balanced with a degree of flexibility so that
appropriate levels of risk are accepted in line
with our strategy, and the entrepreneurial
spirit which has greatly contributed to the
success of the Group is not inhibited.
Control environment
Our internal control system is embedded
into our culture and encompasses the
policies, processes and behaviours that,
taken together:
— facilitate its effective and efficient
operation by enabling us to respond
appropriately to significant risks that
prevent us from achieving our objectives.
This includes the safeguarding of assets
from inappropriate use or from loss or
fraud, and ensuring that liabilities are
identified and managed;
— ensure the appropriate quality of internal
and external reporting. This requires
the maintenance of proper records and
processes that generate a flow of timely,
relevant and reliable information that
enables management to make appropriate
strategic and operational decisions; and
— ensure compliance with applicable laws
and regulations.
Our internal control system is designed
to evaluate and manage, rather than
totally eliminate, risk and can only provide
reasonable, and not absolute, assurance
against material loss or misstatement.
The Group continually seeks to improve
and update existing procedures, to
identify material controls, to introduce new
controls where necessary and to evaluate
emerging risks.
It is clearly communicated to all staff that
they are responsible for ensuring compliance
with Group policies, identifying risks within
their business and ensuring these risks are
controlled and monitored in the appropriate
way. Annual mandatory training reinforces
this approach.
RISK MANAGEMENT
IS AN INTEGRAL
PART OF ALL OF
OUR ACTIVITIES.
Read more
Our strategy on
pages 26 and 27.
Market trends on
pages 2 to 9.
Principal risks on
pages 66 to 70.
Audit and Risk
Committee Report
on pages 108 to 116.
6 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
— Managing risk to protect operations
and deliver strategic opportunities.
— Setting the Group’s strategic objectives and
determining the nature and extent of the
risks it is willing to take (the risk appetite)
in achieving these strategic objectives.
— Establishing risk management policies,
key controls and procedures to ensure that
they continue to be effective and protect
the Group’s stakeholders.
— Maintaining the Group’s system of internal
controls and risk management and reviewing
the effectiveness of these systems annually.
— Overseeing the development of internal
control procedures which provide assurance
that the Group’s material controls are both
designed and operating effectively and are
sufficient to counteract the risks to which
the Group is exposed.
— Undertaking an annual review of the
Group’s internal controls and procedures.
— Reviewing the adequacy and effectiveness
of the Group’s risk management systems
and processes.
— Reviewing internal control observations raised
by the External Auditor as part of the audit
process, and their remediation.
— Considering all internal audit reports,
and overseeing implementation of
associated recommendations.
— Ensuring effective risk identification,
assessment and mitigation is
performed across the business.
— Embedding risk management processes
and internal controls across divisions
and functional areas to mitigate risks
— Ensuring risk awareness and safety
culture is embedded across the business.
THE BOARD
IS RESPONSIBLE FOR:
THE AUDIT AND RISK COMMITTEE
IS RESPONSIBLE FOR:
OPERATIONAL MANAGEMENT
IS RESPONSIBLE FOR:
Top down
Risk oversight and assessment
Bottom up
Assessment at operational level
6 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
R I S K M A N A G E M E N T A N D P R I N C I P A L R I S K S C O N T I N U E D
The Board recognises that it has limited
control over many of the external risks
it faces, including the macro-economic
and geo-political environment and
climate change. It nevertheless reviews
the potential impact of such risks on the
business and actively considers them in
its decision-making. The Board monitors
the principal risks at each Board
meeting.
Every year, through the ongoing
integration of culture and compliance,
supplemented with mandatory training,
we make further progress in embedding
our risk management approach with all
employees. Using our risk management
system, we continue to improve
risk awareness, refine key controls
and enhance procedures to further
mitigate risks.
The Board and senior management
take a forward-looking approach to risk
to ensure early identification, timely
assessment and, where necessary,
mitigation of new and emerging
risks, such that they can be evaluated
alongside known and continuing risks.
Priority for 2025
During the year, ahead of the updated
Provision 29 of the UK Corporate
Governance Code coming into effect
for the year ended 31 December 2026,
a comprehensive review of controls
commenced to identify those controls
which are deemed to be material
and to rationalise the number of risks
and controls. This work will remain a
priority in 2025, alongside our regular
risk management activities. In light
of continually evolving geo-political,
cyber and technological challenges in
particular, we will continue to monitor
the effectiveness of our controls and
take action as needed to both protect
the Group and allow opportunities
to be acted on within a controlled
environment.
Approach and framework
Our approach to assessing our risks, as well as maintaining and strengthening
our risk management and internal control framework, follows these stages:
IDENTIFY AND
DOCUMENT
1 Identify current and emerging risks facing
the Group, including an appraisal of the extent
to which the risk is affected by climate change.
2 Document risks on a centrally managed
risk register.
3 Identify the level of appetite appropriate
for each risk.
EVALUATE
LIKELIHOOD
AND IMPACT
4 Assess the likelihood of occurrence of each
risk over a 36-month period.
5 Evaluate the potential impact of each risk
on the Group using a quantified scale.
ASSESS AGAINST
APPETITE
6 Determine the strength and adequacy
of the controls operating over each risk.
7 Identify and assess the effect of any mitigating
factors on both likelihood and impact.
8 Compare the residual risk against the identified
risk appetite.
9 For each principal risk, identify if the risk
exceeds appetite, and if so the extent.
CONTROL AND
MONITOR
10 Document the plan to deliver enhanced controls
and, where necessary, to bring the risk within
appetite.
11 Consider the level of assurance derived from the
Three Lines of Defence, including internal audit,
and any recommended remedial actions.
12 Monitor all risks, any emerging risks, any changes
to the level of risk appetite and the status of the
plan on a regular basis. Report any significant
changes to the Audit and Risk Committee.
Enhance controls and take other corrective
actions as required.
6 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The backdrop to 2024 has been one of
continued geo-political instability and
increasingly sophisticated cyber crime.
Against this wider context, whilst no
changes were necessary to the principal
risks in 2024, the Board determined that
the risk factor of both macro-economic
and geo-political factors and cyber risk
and data security should be increased.
The risks that follow, whilst not
exhaustive, are those principal risks
which we believe could have the
greatest impact on our business, and
which link to the Group’s strategic
objectives (set out on pages 26 and
27). The Audit and Risk Committee
and the Board review these risks in the
knowledge that currently unknown,
emerging or immaterial risks could
turn out to be significant in the future,
and the Board confirms that a robust
assessment has been performed.
Whilst not a principal risk for the Group
at this time, we consider climate change
to be a thematic risk which potentially
impacts a number of our principal
risks. The Audit and Risk Committee
recognises that the assessment of
the opportunities and the impact on
principal risks arising from climate
change requires consideration of
much longer timescales beyond the
36 months used in the viability analysis
on page 81, and will continue to take a
long-term view of the potential impacts
and mitigants for the Group. In leading
positive change in a fast-changing
world, we continue to assess and
manage areas where climate change
can impact our business and clients, and
seek ways in which we can proactively
support our clients through the
green transition.
WHILST NOT A
PRINCIPAL RISK
FOR THE GROUP
AT THIS TIME,
WE CONSIDER
CLIMATE CHANGE
TO BE A THEMATIC
RISK WHICH
POTENTIALLY
IMPACTS A
NUMBER OF OUR
PRINCIPAL RISKS.
P R I N C I P A L
R I S K S
—
We have maintained our focus on both our principal risks and emerging
risks, and confirm that a robust assessment has been performed.
6 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
R I S K M A N A G E M E N T A N D P R I N C I P A L R I S K S C O N T I N U E D
Risk
Macro-economic and geo-political factors
Changes in the broking industry
Change in risk
factor since 2023
Link to strategic
objective
Understanding | Breadth | Reach | Growth
Understanding | Breadth | Reach | Trust |
Growth
Description
The strength of, and changes in, world trade, global GDP
and other general economic fluctuations impact the
demand for and supply of ships.
Supply/demand imbalances cause fluctuations in freight
rates. If freight rates, volumes or asset prices fall, the
commission that we receive will also fall.
Whilst world seaborne trade increased in 2023, is
estimated to have grown in 2024 and is forecast to
continue to grow in 2025, there were considerable
uncertainties in the geo-political landscape during 2024,
including significantly heightened tensions across the
Middle East and as a consequence of the Russia-Ukraine
conflict.
Clients are becoming increasingly sophisticated and
looking to technology to provide efficiencies, access to
more intelligence for informed decision-making and data
to meet their reporting requirements. Consideration of
environmental factors is also coming to the forefront of
clients’ strategy.
These changing requirements create business
opportunities for the Group as a trusted advisor to our
clients. Failure to consider these changes, both at a
strategic and operational level, could lead to a loss of
market share, loss of revenue and reputational damage.
Controls/
mitigating factors
— We are not dependent on any one country’s
economy as our operations and clients are located in
all major maritime and trade centres globally.
— Our business model is built on the ability to deal with
downturns and remain profitable. As our employee
remuneration is weighted toward profit-related
variable compensation, overheads are responsive to
swings in asset values and freight rates.
— We have the resources and capability available to
open offices in new locations, mitigating the reliance
on regional performance.
— Due to our broad product offering and expertise,
we are well positioned to find new opportunities in
volatile market conditions and can take advantage
of market turnarounds.
— We review the performance of each office and
product line at least monthly.
— Monitor and develop technological applications
to remain best-in-class.
— Monitor competitors’ activities in terms of product
offerings and react accordingly.
— Maintain strong client relationships and continuously
improve our offering based on our clients’ broking
requirements.
— Enhance our service offering to our clients and
future-proof our business through the Sea suite
of sophisticated technological tools.
— Provide our brokers with insights into the near-
and future-term shipping market through our market
research and analysis, positioning them to support
our clients to make smart decisions.
Activities
in 2024
Our results for 2024 show the robustness of our
strategy and business model against volatility in
our markets.
Read more
Market trends
on pages 2 to 9.
— We continued our strategy to be at the forefront
of the digital transformation of our industry by
investing in the Sea suite of tools to ensure that
we anticipate and meet the evolving needs of our
clients.
— We continued to invest in internal tools for trade
to provide our brokers with the best technology
to service our clients.
— We further grew our in-house specialist Green
Transition team to complement our brokers’ offering,
helping clients understand, plan for and comply
with changing environmental requirements.
— We actively worked to take advantage of the
opportunities which arose across all verticals from
the green transition, as a result of the IMO target
set for 2030. This will position the Group to play a
strong role in these fast-changing markets over the
longer term.
— We expanded our research to both meet clients’
needs and to ensure the best market intelligence
for our Broking teams.
Read more
Business review
on pages 28 to 43.
6 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Risk
Adverse movements in foreign exchange
Financial loss arising from failure of a client
to meet its obligations
Change in risk
factor since 2023
Link to strategic
objective
Growth
Understanding | Growth
Description
The Group can be exposed to adverse movements in
foreign exchange as our revenue is mainly denominated
in US dollars and the majority of expenses are
denominated in local currencies, whilst we continue to
report in sterling.
The average exchange rate in 2024 of US$1.28/£1 was
similar to that in 2023 when the average was US$1.25/£1.
There is a risk of a weakening in the US dollar.
Uncertainty in our markets continues to affect the
amount of debt that may be recoverable. Furthermore,
any forward order book values may have to be written
off, thereby impacting future income as well as existing
booked income.
Controls/
mitigating factors
— Hedge currency exposure through forward sales
of US dollar revenues.
— Sell US dollars on the spot market to meet local
currency expenditure requirements.
— Continually assess rates of exchange, non-sterling
balances and asset exposures by currency.
— Maintain good relationships and communication
with our clients.
— Regularly monitor global client debt levels and
cash collections using information from a range
of sources.
— Raise provisions as necessary based on ageing of
balances, disputes or doubts over recoverability.
Activities
in 2024
— We continued to apply our hedging strategy
consistently and, as at 31 December 2024, the Group
had hedges in place for 2025, 2026 and 2027 of
US$120m, US$70m and US$35m respectively.
Read more
Our financial risk
management objectives
and policies in note 27
on pages 190 to 193.
— We continued to provide for doubtful debts
on a conservative basis.
— There were no unexpected losses arising from
a client failure in 2024.
Read more
Our trade receivables
in note 15 on pages 179
and 180.
6 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
R I S K M A N A G E M E N T A N D P R I N C I P A L R I S K S C O N T I N U E D
Risk
Cyber risk and data security
Breaches in rules and regulations
Change in risk
factor since 2023
Link to strategic
objective
Trust
Trust
Description
Financial loss, reputational damage or operational
disruption resulting from a major breach in the
confidentiality, integrity or availability of our IT systems
and data.
A breach could be caused by an insider, an external
party, inadequate physical security, insecure software
development, or inadequate supply chain management.
The market continues to see high volumes of
targeted phishing type emails and ransomware
attacks. The prevalence of zero-day attacks and the
ever-increasing sophistication of social engineering are
further examples of the risks we face.
Breaches of regulations, intentional or unintentional,
could have a significant financial and reputational
impact on the Group. In regulated entities, this could
result in the loss of licences required to operate.
Regulations that could be breached include laws
governing sanctions, bribery and corruption,
market abuse (including insider dealing and market
manipulation), money laundering, facilitation of tax
evasion, data privacy, and health and safety.
Controls/
mitigating factors
— IT controls include regular penetration testing,
monthly network vulnerability scans, market-leading
anti-virus and firewall technologies, email scanning
enhanced authentication and access control
requirements.
— Operational processes include 24/7 cyber threat
monitoring, strict segregation of duties, stringent
procedures for granting and removing access,
frequent disaster recovery testing and regular cyber
awareness training for all employees.
— Investment in compliance, KYC and legal functions.
— Policies and procedures for all areas.
— Regular training including mandatory annual training
in all areas.
— Due diligence performed on clients, vessels and
transactions.
— Various internal controls to identify, block, escalate
and record activity that may be prohibited.
— Regular monitoring and audits of relevant
internal controls.
Activities
in 2024
— We continued to invest significantly in providing
enhanced security policies, appropriate technical and
operational controls, skilled resources and up-to-date
training dedicated to the prevention of cyber crime,
both in an office and remote working environment.
— Enhanced access control technologies and additional
security monitoring, alerting and mitigation
capabilities were implemented to combat the
increased threat.
— Updated global risk assessments across
various areas.
— Increased and upgraded resources in KYC,
sanctions and compliance support.
— Reviewed and amended various policies, created
additional policies and procedures, introduced
various additional internal controls and upgraded
functionality of various internal controls.
— Created additional training.
Read more
Leading a responsible
business on page 58.
6 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Risk
Loss of key personnel – normal course
of business
Loss of key personnel – Board members
Change in risk
factor since 2023
Link to strategic
objective
People
People
Description
As a relationship-driven business, our success depends
on the experience, reputation and performance of
our specialist teams across the Group. Losing key
personnel could impair our coverage of a particular line
of business.
The strength of shipping markets has improved the
financial position of competitors and thus their ability
to poach our staff through enticing financial packages.
At the Annual General Meeting in May 2025,
the Company will seek approval of its Directors’
Remuneration Report (‘DRR’). There is a risk that
shareholders will not appreciate the context of the
existing contractual arrangements for the Executive
Directors (as reflected in the shareholder-approved
Directors’ Remuneration Policy). This could result in
shareholders voting against the binding resolutions
to re-elect individual Non-Executive Directors.
Controls/
mitigating factors
— We offer competitive remuneration, a wide range of
progressive employee benefits, an excellent working
environment and a working culture that is inclusive for all.
— Employment contracts include restrictive covenants,
appropriate notice periods and gardening leave
provisions to prevent the loss of key information.
— Group and divisional organisational and
management structures provide clarity of strategic
direction and goals.
— Global mobility is encouraged and supported
wherever possible.
— We invest in our teams’ personal and professional
development.
— Succession planning and a bi-annual promotions
process encourage long-term retention of key
personnel.
— Cross-divisional and business collaboration is actively
encouraged and key procedures are documented.
— Significant shareholder engagement programme
undertaken.
— Full disclosure in the DRR of the reasons for our
remuneration structure.
— Regular review by the Nomination Committee
of Board and committee membership to ensure
continuity of operation should the risk materialise.
Activities
in 2024
— Continued focus on strategic hires and internal
promotions to expand the pipeline of future leaders.
— Further embedding of our competency and
behaviours framework to support leadership and
employee development, performance management
and promotions based on consistent criteria of
performance requirements.
— Continued to roll out learning resources for employee
development, including our bespoke management
and leadership development programme.
— Continued the Trainee Broker programme to develop
the next generation of brokers.
— Strengthened our employee engagement initiatives
and continued to focus on the Employee Voice
Forum including in global locations.
— Analysis of turnover and absenteeism and exit
interview data to actively address anything of
concern.
Read more
Supporting our people
to thrive on pages 48
to 51.
Employee engagement
on page 96.
— Continuing engagement with major shareholders
to ensure an understanding of the context of the
Directors’ Remuneration Policy and its alignment and
continuing importance to the success of the Group’s
strategy.
Read more
Directors’ Remuneration
Report on pages 117
to 134.
7 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
R I S K M A N A G E M E N T A N D P R I N C I P A L R I S K S C O N T I N U E D
N O N - F I N A N C I A L
A N D S U S T A I N A B I L I T Y
I N F O R M A T I O N
S T A T E M E N T
—
The table below constitutes the Company’s non-financial and sustainability information statement, in compliance
with sections 414CA and 414CB of the Companies Act 2006.
REPORTING REQUIREMENT
KEY POLICIES AND STANDARDS
Environmental matters
Read more
Environment on pages 46 and 47.
Our employees
Global Staff Handbook
Global Diversity and Inclusion Policy
Compliance Code
Global Privacy Statement and Policy
Health and Safety Policy Statement
Whistleblowing Policy
Read more
Supporting our people to thrive on pages 48 to 51.
Leading a responsible business on page 58.
Social matters
Read more
Delivering impact in our communities on pages 52 and 53.
Human rights
Ethics Policy Statement
Modern Slavery and Human Trafficking Statement
Global Privacy Statement and Policy
Read more
Leading a responsible business on page 58.
Anti-corruption and anti-bribery
Anti-Bribery and Corruption Policy
Read more
Leading a responsible business on page 58.
Business model
Read more
Our business model on pages 24 and 25.
Principal risks
Read more
Principal risks on pages 66 to 70.
Non-financial key performance indicators
Read more
Key performance indicators on pages 22 and 23.
Climate-related financial disclosures
Read more
TCFD on pages 74 to 77.
7 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
D I S C L O S U R E S T A T E M E N T S
The likely consequences of any
decision in the long term:
The Directors recognise the need to
take a long-term view in every decision
that they take to ensure the continued
growth of a sustainable business.
Read more
Principal risks on
pages 66 to 70.
Viability statement
on pages 80 and 81.
The interests of the Company’s
employees:
Our people are at the heart of the
Company, and how we engage with
our clients and the products and
services that we provide. As our biggest
differentiating factor, engagement
with our employees is key to our
success. The Board actively engages
with members of the Executive Team
at various points in the year, including
through business presentations at
Board meetings and on site visits. This
enables us to gain valuable insights
into the perspectives of our employees.
In addition, the attendance of our
Employee Engagement Director (Heike
Truol) at meetings of our Employee
Voice Forum provides a further means
of ensuring two-way communication
– Heike shares employee views and
feedback with the Board following each
meeting of the Forum, and updates
the Forum on relevant Board matters.
Heike’s updates help us to take account
of the interests of our employees
when taking decisions. Our Executive
Directors also provide updates on
people matters at each Board meeting.
The need to foster the Company’s
business relationships with suppliers,
customers and others:
Our client base is diverse in terms of
both size and needs, and our brokers’
approach to engaging with our clients
is bespoke to, and driven by, each
client’s needs. The most meaningful
way for the Board to receive feedback
gathered through this engagement
is therefore through updates from
management, including through the
CEO’s regular update to the Board and
business presentations made by senior
management. Trends in the marketplace
and client feedback on products are also
key elements that the Board takes into
account in evolving the Group’s strategy.
As with our clients, our stakeholders in
the shipping community are diverse and
management takes an appropriately
tailored approach to engaging with
them. The Executive Directors and
senior management report back to
the Board on key issues raised by our
stakeholders, and updates are also
provided by the Research division on the
salient trends in the shipping community
that frame our strategy.
S E C T I O N 1 7 2
S T A T E M E N T
—
The Board recognises the value of
building strong relationships with
our stakeholders to gain a better
understanding of what matters to them
and how our decisions will impact them.
This helps to inform our decision-
making, deliver our strategy in a
sustainable way and meet our stated
purpose. We are therefore committed to
effective and regular engagement with
each of the Company’s stakeholders
(as set out on pages 59 to 61).
The Board engages directly with
shareholders and employees, and
receives regular updates from
the Executive Directors on how
management engages with other
stakeholders. Further information can be
found on direct engagement activities
on pages 96 and 97.
Read more
Our business model
on pages 24 and 25.
Our strategy on
pages 26 and 27.
In their discussions during the year
ended 31 December 2024, the
Company’s Directors have acted in
the way that they consider, in good
faith, would be most likely to promote
the success of the Company for the
benefit of its members as a whole
(having regard to stakeholders and
the matters set out in subsections
172(1)(a)-(f) of the Companies
Act 2006). The Board considers
these matters in all its discussions
and decision-making, as set out in the
example on page 99.
7 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
The desirability of the Company
maintaining a reputation for high
standards of business conduct:
As a Board we are acutely aware of
our responsibility for setting the tone
from the top, which ensures that we
maintain our reputation for providing
the highest quality of service for our
clients whilst operating at the highest
level of integrity. We achieve this
through the Company’s clear purpose,
which is embedded through our values
and culture. Our governance framework
enables effective decision-making,
supported by day-to-day policies and
procedures which are communicated
to all. Our delegated authorities matrix
supports the efficient operation of
our business whilst retaining clear
accountabilities.
Read more
Leading a responsible
business on page 58.
Governance framework
on pages 92 and 93.
Purpose, values,
behaviours and culture
on pages 94 and 95.
Audit and Risk
Committee Report
on pages 108 to 116.
The need to act fairly between the
members of the Company:
The Board is conscious of the need to
balance the broad range of interests and
perspectives of our shareholders in our
deliberations, whilst acknowledging that
not every decision that we make will
deliver everyone’s desired outcome.
Board papers for principal Board
decisions include a section on
stakeholder interests and impacts,
which supports us in considering
how our decisions might affect our
shareholders.
Read more
Stakeholder
engagement on
pages 59 to 61.
Voting rights
on page 136.
Whilst we do not consider our suppliers
to be a significant stakeholder in
our business, we are committed to
treating them fairly. In particular, we
recognise the importance of prompt
payment of invoices for our smaller
suppliers. The Board receives regular
updates on supplier payment practices.
Our largest operating subsidiary in the
UK complies with payment practices
reporting, with 95% of all invoices being
paid within 60 days and 84% being paid
within 30 days.
Read more
Our strategy on
pages 26 and 27.
Our stakeholders
on pages 59 to 61.
The impact of the Company’s
operations on the community
and the environment:
The long-term partnerships that our
brokers form with our clients, our
expertise and depth of experience in
our markets and our broad service
offering (enabled by technology and
data) mean that we are uniquely
placed to drive forward change in the
shipping industry. This is embodied
in our short-form purpose – ‘Enabling
global trade. Leading positive change’.
Our Green Transition offering forms the
framework within which we are working
with stakeholders to move towards
the decarbonisation targets set by
the maritime industry.
With regard to our own operations,
whilst we are cognisant that as a largely
office-based organisation our direct
impact on the environment is modest,
we are committed to monitoring and
minimising our carbon footprint in
the nearer term and achieving net
zero by 2050 in line with current UK
government targets.
Read more
Our strategy on
pages 26 and 27.
Our impact on
pages 44 to 58.
TCFD on pages
74 to 77.
THE BOARD
CONSIDERS THE
MATTERS SET OUT
IN SECTION 172
IN ALL ITS
DISCUSSIONS AND
DECISION-MAKING.
7 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Describe management’s role in
assessing and managing climate-
related risks and opportunities
Our CFO & COO takes overall executive
responsibility for ESG matters (including
climate change). Our CEO and the
Executive Team lead the identification
of climate-related opportunities as part
of their responsibility for delivering
the strategy, and identify and manage
climate-related risks within their
relevant areas.
Read more
Risk governance
on page 64.
Governance framework
on pages 92 and 93.
Strategy
Describe the climate-related risks
and opportunities the organisation
has identified over the short, medium,
and long term, and their impact on the
organisation’s business, strategy, and
financial planning
The risks and opportunities for our
business are identified through
existing business planning and risk
management processes. In 2024, we
revisited previously identified risks and
opportunities. We were satisfied that
there were no new emerging risks to be
considered and that the opportunities
identified previously remained the most
relevant.
Read more
Climate scenario
analysis on pages
75 to 77.
Describe the resilience of the
organisation’s strategy, taking into
consideration different climate‑related
scenarios, including a 2°C or lower
scenario
We have undertaken climate scenario
analysis to understand how the
climate-related risks and opportunities
that we face may manifest themselves
under two different temperature
pathways (including one aligned
to the Paris Agreement).
Read more
Climate scenario
analysis on pages
75 to 77.
Risk management
Describe the organisation’s processes
for identifying, assessing and
managing climate-related risks and
how those processes are integrated
into the organisation’s overall
risk management
Our processes for identifying, assessing
and managing the impact of climate
change on our principal risks are
integrated into our existing risk
management processes.
Read more
Our risk management
framework on pages
62 to 65.
T C F D
The Company has reported consistent
with the Taskforce on Climate-related
Financial Disclosures (‘TCFD’)
recommendations during the year ended
31 December 2024, with the exception
of recommendations a) and c) under the
Metrics and Targets pillar, where we have
provided an explanation.
Our approach to the governance and
risk management pillars of TCFD is
integrated into our wider processes, and
our reporting in relation to these areas
is therefore set out within the relevant
sections of the Annual Report.
Governance
Describe the board’s oversight of
climate-related risks and opportunities
The Board has overall responsibility
and accountability for all risks
and opportunities, including all
climate-related matters. The Audit and
Risk Committee monitors the impact of
climate change on our principal risks,
including their materiality, as part of
their ongoing monitoring of actual
and emerging business risks.
Read more
Governance framework
on pages 92 and 93.
7 4
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
Metrics and targets
Disclose the metrics used by the
organisation to assess climate-related
risks and opportunities in line with its
strategy and risk management process
We are continuing to evolve our ESG
reporting to recognise market and
regulatory developments. Increasing our
data maturity across Scope 3 emissions
and other environmental factors will
remain an ESG priority in 2025 and will
subsequently inform our strategy in
setting the necessary targets.
The principal climate-related risk that
we have identified relates to stakeholder
environmental expectations, which the
Board assesses through stakeholder
feedback.
Read more
Our impact on
pages 44 to 47.
Disclose Scope 1, Scope 2, and,
if appropriate, Scope 3 greenhouse
gas emissions, and the related risks
Our Scope 1, 2 and limited Scope 3
emissions are disclosed on pages 78
and 79. Following work commenced
in 2023, we have focused on increasing
our data maturity. We are continuing to
assess all Scope 3 categories in relation
to our largest broking subsidiary, and to
satisfy the Audit and Risk Committee
of the robustness of the Scope 3 data
across these additional categories
before it is disclosed. As an office-based
company, we do not currently identify
our greenhouse gas emissions as a
material risk.
Read more
Environmental
performance on
pages 78 and 79.
Describe the targets used by the
organisation to manage climate-
related risks and opportunities and
performance against targets
We have confirmed our commitment
to achieving net zero by 2050 in line
with current UK government targets.
We are continuing to evolve our ESG
reporting to recognise market and
regulatory developments. Increasing our
data maturity across Scope 3 emissions
and other environmental factors will
remain an ESG priority in 2025 and will
subsequently inform our strategy in
setting the necessary targets.
Evaluating climate risks
and opportunities
Whilst the risks and opportunities
relating to climate change for our
business are identified through existing
business planning and risk management
processes, in 2021 we conducted a
thorough analysis of transition and
physical risks and opportunities that
could affect the shipping industry. As a
result, one risk and two opportunities
were assessed in terms of likelihood
and impact, in line with our risk
management framework. Risks and
opportunities are assessed under short,
medium and long-term timeframes of
0-5, 5-10 and 10+ years respectively.
Climate scenario analysis
Our Research division collects, validates,
analyses and manages data on merchant
shipping and offshore markets. Research
has used this intelligence to develop
regularly updated climate and energy
transition scenarios as it provides an
outlook on the way climate change
will impact business activity specific
to the maritime industry. Using these
internally developed maritime-specific
climate scenarios rather than generic
frameworks enables us to best
understand the impacts of different
climate scenarios on the unique business
environment that shipbroking offers.
These scenarios are aligned to the
science behind global environmental
change highlighted in the latest report
by the Intergovernmental Panel on
Climate Change. As per the TCFD
recommendations, two climate scenarios
were considered, including one (Rapid
Decarbonisation) aligned to the
Paris Agreement:
— The Gradual Transition scenario
tracks to a moderate overshoot of
the Paris Agreement 2°C temperature
increase by 2100. In this scenario,
CO2 emissions peak in the late 2020s
and then gradually decline through
a gradual shift away from fossil fuel
use and robust growth in solar, wind
and other renewable energy sources,
alongside some developments in
carbon capture.
— The Rapid Decarbonisation scenario
is compatible with the goals of the
Paris Agreement, and requires steep
global annual emissions reductions,
sustained for decades, to stay within
a 1.5°C to 2°C temperature increase.
This scenario is characterised by a
rapid decline in fossil fuel use, albeit
with gas playing a role as a transition
fuel, and an exponential growth
of renewable energy production,
developments in carbon capture
and land use changes.
During the year, our Research division
undertook an assessment of changes
in the results of the energy transition
scenarios set out above between 2021
and 2024. This work confirmed that
there had been limited changes in the
results of the energy transition scenarios,
and we were satisfied that there were
no new emerging risks or opportunities
which needed to be factored into our
assessment. The potential impact of
the previously identified one risk and
two opportunities if they were to occur
is outlined on pages 76 and 77, along
with our resilience to these risks and
opportunities. However, these are not
considered to be material to the Group
at this time.
7 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
RISK
Stakeholder environmental
expectations
Timeframe: Short term (0-5 years)
Recognising the importance of
mitigating climate change, our investors,
clients and employees (and in particular
our future ‘Gen Z’ employees) are
increasingly aware of the environmental
credentials of their investee companies,
suppliers and employer respectively. As
a result, investors will expect companies
to proactively align operations with
external environmental frameworks
through emission cuts and/or offsetting.
Whilst we expect this to materialise
in the short term, we are monitoring
investor expectations due to the
changing geo-political environment.
Notwithstanding this, stakeholder
environmental expectations will continue
to develop and grow in the medium
and long term as more transparency
is required across the value chain.
Mitigation:
We are committed to proactively
engaging with our investors and clients
to understand their environmental
expectations. We will collaborate with
our key stakeholders to help them
achieve the shared objective of reducing
their impact on the environment.
Our purpose statement and our Green
Transition offering demonstrate to our
stakeholders our commitment to be
part of the solution through leading
and facilitating positive change in the
shipping industry.
Furthermore, we understand that
transparency surrounding our position
in the climate crisis is crucial. We
are continuing to evolve our ESG
governance and reporting to recognise
market developments, building on our
annual disclosures on GHG emissions
and the recommendations of TCFD.
As a business we are committed
to supporting our stakeholders by
providing the information necessary
to contribute to the level of
transparency required.
OPPORTUNITIES
Offshore wind energy
Timeframe: Medium term (5-10 years)
To meet both global and national climate
targets, including the procurement of
clean energy, renewables are expected
to become an increasingly vital part
of the energy mix. Due to higher and
more consistent wind speeds, offshore
wind farms can create more electricity
than their onshore counterparts, whilst
minimising noise and visual pollution
and land use competition. Offshore
wind energy therefore has the potential
to significantly contribute to the
decarbonisation of the energy mix.
As important players in the financing,
brokering and provision of research
and port services for specialist vessels,
this growing offshore wind energy
market presents us with a significant
opportunity. Although renewable energy
sources are already starting to increase,
we expect this to grow further in the
medium term, within the next 10 years.
There is significant growth in offshore
wind energy capacity and associated
farms and turbines in both the Rapid
Decarbonisation and Gradual Transition
scenarios, with greater growth in the
Rapid Decarbonisation case. However,
the world continues to heavily rely on
non-renewable energy sources, even
though renewable sources have seen an
uptick in recent years. The infrastructure
for facilities such as offshore wind is
still being developed and is unlikely to
overtake consumption of fossil fuels in
the short term (less than five years).
Harnessing this opportunity:
We need to be the way-finder for the
industry, best able to provide research,
advice, strategic guidance, and broking
and financial execution services to
support the development of offshore
wind energy projects. Our renewables
team was established over 20 years ago
for this very purpose and has enabled
us to hold a market leadership position
in offshore wind energy intelligence.
We will continue to adapt our policies,
strategy and targets to maintain this
position, and we will grow and pivot
capacity towards offshore renewables
brokerage, port services, banking
and research.
THE GROWING
OFFSHORE WIND
ENERGY MARKET
PRESENTS US WITH
A SIGNIFICANT
OPPORTUNITY.
9%
Expansion in
installed offshore wind
capacity in 2024
7%
Potential share of
offshore wind in the global
energy mix by 2050,
up from 0.4% in 2024
7 6
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
Trends in offshore wind energy
forecasting do not show a uniform
distribution around the world; certain
areas are likely to grow more strongly,
in part due to their geographical
configuration. As such, identifying
these at an early stage is crucial for
us to consequently build our capacity
in the relevant geographical areas.
Offshore wind energy is a nascent
industry for many areas of the world.
Our broking and advisory teams are
equipped to support these areas
in procuring shipping vessels and
infrastructure from more established
markets, whilst concurrently supporting
them in building a strong supply chain
locally for future projects.
Moreover, and increasingly after 2030,
a share of global annual investment
will be required to replace existing or
retired capacities with more advanced
technologies. Our renewables team
will play a crucial role in developing
the intelligence required to best
support clients in the replacement and
retirement of offshore wind energy
capacities.
As we evidence our expertise in these
areas, we can gain a competitive
advantage over those who do not align
to a low-carbon future, ensuring we do
not lose market share to new entrants to
the market. Through the actions outlined
above, we believe that we are in a strong
position to capture a significant share of
this growing market.
Newbuilding fleet renewal
Timeframe: Medium term (5-10 years)
Despite the present dominance
of oil-powered ships, international
commerce and climate change pacts
and policies are already starting to
impact on the current world fleet and
newbuilding orderbook. Lowering the
carbon emissions associated with the
shipping industry will require new ships
to be built, compatible with clean fuels.
As the green transition evolves, older
assets will need replacing and chartering
strategies will evolve. Further, port
and infrastructure investment will be
required to accommodate renewed fleet
standards. We expect this opportunity
to materialise in the medium term,
within the next 10 years.
Similar to the offshore wind energy
opportunity, whilst the newbuilding
fleet renewal opportunity is already
providing opportunities for our business,
there is potential for this opportunity to
grow significantly in both the Gradual
Transition and Rapid Decarbonisation
scenarios. As policies and regulations
in international maritime are still being
developed, technology is still evolving,
and the vast majority of the existing
fleet is powered by conventional fuel,
it is unlikely that in the next five years
(a short-term horizon) demand for
oil-powered ships will become obsolete.
Harnessing this opportunity:
To support this growing area of the
business, we have invested in our
market-leading teams which provide
research, ship renewal expertise,
advisory services and the execution
and financing of alternate-fuelled
newbuilding of vessels. We are focusing
efforts on building expertise within
newbuilding, sale and purchase, and
our chartering brokerage. We remain
a major tonnage provider to the
key global shipbuilding players. As
intermediaries, we are well informed
on both demand- and supply-driven
expectations, concerns and strategies.
Our aim is to assist and support both
shipowners and commodity interests
towards the transition to a low-carbon
economy. As the industry is becoming
more complex, our unique level of
understanding of the market and
regulatory landscape is ever-more
important to help clients navigate this
fast-changing environment. We remain
well placed to capitalise on this next
phase of shipbuilding fleet renewal.
We are committed to closely monitoring
the development of latest trends,
regulations and technologies which
will affect the need for fleet renewal.
Environmental regulations are not rolled
out uniformly around the world. We
will leverage our position as a global
company to use our experience in
areas where environmental regulations
are most stringent to best prepare
for the transition in other areas.
This opportunity is likely to be most
significant in a scenario where the world
undergoes an extensive transformation
to a low-carbon economy by 2030.
LOWERING
THE CARBON
EMISSIONS
ASSOCIATED WITH
THE SHIPPING
INDUSTRY WILL
REQUIRE NEW
SHIPS TO BE BUILT,
COMPATIBLE WITH
CLEAN FUELS.
36%
Of current fleet tonnage
is aged over 15 years
50%
Vessel tonnage
ordered in 2024 that is
alternative-fuel capable
7 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Our energy efficiency initiatives
We are committed to reducing our
environmental impact and contribution
to climate change through continuous
improvement procedures. We have
continued a programme to replace
fluorescent lighting with energy-efficient
LED lighting in the main London
office, data centre and server rooms.
Furthermore, Clarksons Port Services
has purchased an electric van at its
Great Yarmouth office, and continued
to explore opportunities to decarbonise
the vehicle fleet and port-side fuels,
including the use of biodiesel HVO.
Its Netherlands business has reduced
its emissions by switching from gas
oil to electric trucks, whilst it has also
switched several company vehicles to
hybrid and electric models. There is
continued focus on initiatives already in
place across our global offices to recycle
paper and food waste and print less.
Outlook
We are committed to monitoring and
minimising our carbon footprint in
the nearer term and achieving net
zero by 2050 in line with current UK
government targets.
The Companies Act 2006 requires
Clarkson PLC to disclose annual
UK energy consumption and
Greenhouse Gas (‘GHG’) emissions
from Streamlined Energy and Carbon
Reporting (‘SECR’) regulated sources.
Energy and GHG emissions have been
independently calculated by Envantage
Ltd for the 12-month period ended
31 December 2024.
Reported energy and GHG emissions
data is compliant with SECR
requirements and has been calculated
in accordance with the GHG Protocol
and SECR guidelines. Energy and GHG
emissions are reported from buildings
and transport where operational control
is held – this includes all relevant Scope
1 and 2 emissions sources. Select
Scope 3 emissions sources (business
travel, waste, water, paper) have been
disclosed. The table on the next page
details the SECR-regulated energy and
GHG emission sources from the current
and previous reporting period.
2024 environmental
performance Summary
Following continued growth in
operations, Clarksons’ total GHG
emissions have increased since the
prior year. Overall, on a market basis,
our emissions were 9,095.7 tCO2e,
which is an increase of 6.5% on 2023.
On a location basis, emissions were
9,104.1 tCO2e.
While Scope 1 and 2 emissions and
energy consumption levels reduced
compared to 2023, the continued
growth in business travel has resulted
in an increase in Scope 3 and total
emissions. This has been predominantly
driven by flight emissions, which
contributed to 73.9% of total emissions.
With regard to our carbon emissions
intensity, in 2024, Clarksons averaged
3.9 tCO2e per employee, a decrease
of 7.1% compared to 2023.
2 0 2 4
E N V I R O N M E N T A L
P E R F O R M A N C E
—
7 8
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
Methodology
We are reporting our GHG
emissions and associated energy
use as required by the Companies
(Directors’ Report) and Limited
Liability Partnerships (Energy and
Carbon Report) Regulations 2018
(the ‘2018 Regulations’) for our
global operations.
We have reported the emission
sources over which we have
operational control for our
global estate for the reporting
period 1 January 2024 to
31 December 2024. A sample period
of November 2023 to October 2024
was used to allow time to gather
data and meet the internal deadline
for this Annual Report.
Our GHG emissions were calculated
in accordance with the requirements
of the WRI ‘GHG Protocol Corporate
Standard’ and Defra’s ‘Environmental
Reporting Guidelines: Including
streamlined energy and carbon
reporting guidance’ (March 2019).
We have applied the appropriate
GHG conversion factors from the
UK Department for Energy Security
and Net Zero, the International
Energy Agency, as well as the
EXIOBASE environmentally
extended input-output database
for expenditure conversions.
Global (excluding UK) transport
data for 2023 has been restated
to reflect spend on fuel rather
than usage for some company
vehicle data. This was above the 5%
materiality threshold for Scope 1 and
2, triggering a restatement.
We have included in scope all the
properties where we are directly
responsible for the consumption
of energy, including our tenanted
offices. Our carbon footprint
for the 2024 reporting year was
calculated from activity data for
Scope 1 emission sources and
electricity consumption in Scope 2.
This disclosure builds on the
minimum requirements for
compliance with the 2018
Regulations to include additional
material Scope 3 emissions from
business travel and office operations
(waste, water, paper). Our emissions
are presented on both a location
and market basis. Location-based
reporting applies a country-specific
factor to electricity consumption
whilst market-based reporting takes
account of the specific electricity
tariff/supplier used.
Whilst we have endeavoured to
obtain accurate and complete data
wherever possible, where there were
data gaps, we have used reasonable
estimations such as annualisation
of actual data, use of expenditure
data as a proxy and typical office
consumption benchmarks.
Clarksons’ GHG emissions (tCO2e) and associated energy consumption (MWh) for 2024
UK 2023
(tCO2e)
Global
(excluding
UK) 2023
(tCO2e)
UK 2024
(tCO2e)
Global
(excluding
UK) 2024
(tCO2e)
% change
in total
emissions
(vs 2023)
Scope 1
448.6
355.11
452.7
227.2
-15.4%
Natural gas
138.8
105.0
136.7
112.9
2.4%
Other fuels
228.3
57.4
119.6
17.4
-52.0%
Transport
81.5
192.71
105.0
96.9
-26.4%
Refrigerants
–
–
91.4
–
100%
Scope 2 location-based electricity
638.2
685.4
655.4
577.1
-6.9%
Scope 2 market-based electricity
653.9
685.4
647.1
577.1
-8.6%
Scope 2 heating and cooling
–
86.3
–
75.5
-12.5%
Scope 32
3,475.1
2,840.1
3,959.1
3,157.0
12.7%
Total Scope 1 + 2 + 3 (location-based)
4,561.9
3,966.91
5,067.3
4,036.8
6.7%
Total Scope 1 + 2 + 3 (market-based)
4,577.6
3,966.91
5,058.9
4,036.8
6.5%
Total energy usage (MWh)
5,234
3,9661
4,904
3,478
-8.9%
Total global (including UK) emissions/FTE
4.21
3.9
-7.1%
1 Restated due to a change in methodology for some company vehicle data.
2 Scope 3 emissions from business travel and office operations (waste, water, paper).
7 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Provision 31 of the 2018 UK Corporate
Governance Code requires the Directors
to make a statement in the Annual Report
regarding the viability of the Group.
In carrying out their robust assessment,
the Directors have considered the
resilience of the Group with reference to:
— the risk appetite set by the Board;
— the Group’s principal risks and their
impact on its strategic objectives;
— the effectiveness of mitigating
actions;
— the business model;
— future projected operational
performance;
— financial performance, solvency and
liquidity over the assessment period;
and
— the robustness of the operating
model and longer-term strategy.
The Board conducted this review for the
three-year period to 31 December 2027,
which is appropriate for the following
reasons:
— in Broking, over 70% of the forward
order book is due to be invoiced
within the next three years;
— historical average newbuilding
process from inception to delivery is
two to three years;
— existing hedging activities extend
to 2027;
— pension scheme funding is subject to
triennial valuations; and
— external investment analysts provide
estimates and forecasts for three
years of market expectations for
revenue and profit before taxation.
The Board has identified the principal
risks that could impact the Group. See
pages 66 to 70 for more information
on these risks, together with mitigating
factors and controls. The Board does not
consider that any single event detailed on
the next page would give rise to a viability
event for the Group. Failure to monitor
and take the appropriate mitigating
— Management undertook a reverse
stress test over a period of three
years to determine what it might take
for the Group to encounter financial
difficulties. This test was based on
current levels of overheads, the net
cash and available funds1 position at
31 December 2024, the collection of
debts and the invoicing and collection
of the forward order book. This test
determined that, in the absence of
any mitigating actions which would
be applied in these circumstances,
less than 30% of current levels of new
business would be required to remain
cash positive over a three-year period.
Under the first two scenarios, the Group
is able to generate profits and cash, and
has positive net cash and available funds1.
In the third scenario, expected levels of
new business and/or mitigating actions
by management make it implausible that
such an event could occur.
Given the net cash and available
funds1 of the Group and the forward
order book for all future years, the
probability of a compound series of
events collectively resulting in the Group
becoming unviable is low.
Based on their assessment of the
prospects and viability of the Group and
the outcome of the sensitivity analyses,
the Directors confirm that 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 three-year period ending
31 December 2027. In doing so, it is
recognised that such future assessments
are subject to a level of uncertainty that
increases with time and, therefore, future
outcomes cannot be guaranteed or
predicted with certainty.
The Group’s viability and going concern
status is reviewed regularly by the Audit and
Risk Committee. The viability assessment
is reviewed annually by the Board.
actions could result in a combination
of smaller events or circumstances
accumulating to create conditions in
which the longer-term viability is brought
into question. The compounding of
events will only occur if no action is
taken to mitigate each of the smaller
events which arise; therefore the
probability of such a compound viability
event is considered to be low.
The Group has considerable financial
resources available to it, including a
strong balance sheet. Furthermore,
it has consistently generated an
underlying profit and good cash inflow.
As a result of this, the Directors believe
the Group is well placed to manage
its business risks successfully, despite
the challenging market backdrop and
geo-political tensions.
Management has stress tested a range
of scenarios from the base case, which
incorporates the Board-approved
budget and monthly cashflows to
31 December 2027, modelling different
assumptions with respect to the Group’s
cash resources. Three different scenarios
were considered:
— Management modelled the impact
of a reduction in profitability to
£30m (a level of profit the Group has
exceeded in every year since 2013),
whilst taking no mitigating actions:
the Group remained cash-generative
before dividends.
— Management assessed the
impact of a significant reduction
in world seaborne trade similar
to that experienced in the global
financial crisis in 2008, the
COVID-19 pandemic in 2020
and the Russia-Ukraine conflict
in 2022: seaborne trade recovered
in 2009, 2021 and 2023 along with
the profitability of the Group. Since
1990, no two consecutive years
have seen reductions in world
seaborne trade.
V I A B I L I T Y
S T A T E M E N T
8 0
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
Viability analysis
The analysis below seeks to identify viability events which are considered material and which, if they arose and
were not promptly mitigated, could be sufficiently material as to bring into question the viability of the Group.
RISK
ANALYSIS
Macro-economic and
geo-political factors
Our markets are multi-cyclical and volatile. Our industry has not seen a two‑year
period of volume decline since 1990. The Group is consistently profitable, assisted
by the forward order book. Sustained declines in world trade rarely occur
overnight, so the business will be able to respond with appropriate measures,
as occurred during the COVID-19 pandemic in 2020 and the Russia-Ukraine
conflict in 2022.
Changes in the
broking industry
Broking contributes a considerable proportion to the Group’s results. We closely
monitor technological changes which will impact the industry and are developing
our own applications based on our views of clients’ broking requirements.
Adverse movements
in foreign exchanges
The majority of the Group’s revenue is in US dollars. Over the last three years, the
USD/GBP rate has reached lows of 1.08 and highs of 1.34. The Group has hedges
in place for 2025, 2026 and 2027, reducing the effect of any significant changes in
the exchange rate.
Financial loss arising
from failure of a client
to meet its obligations
The Group benefits from having thousands of clients spread around the world in
a wide range of sectors. The largest client balance, other than amounts arising on
a settlement across the year-end, accounts for 5% of the total outstanding trade
receivables balance at 31 December 2024.
Cyber risk and
data security
We utilise state-of-the-art internal processes and training to prevent any cyber
attack breaching our defences. A successful attack could occur without warning
and could affect the Group’s ability to conduct business for a period of time.
Emails can be quickly rerouted or run on other unaffected parts of our network.
In the event of an attack which causes the loss of the network, it is possible to
reconstruct it using backups. Assuming suitable hardware is available, key services
can be restored within hours and all other services within days. Whilst this might
result in errors, omissions and possible claims, key business decisions can still be
taken using other forms of communication.
Breaches in rules
and regulations
The Group has extensive and adequate tools and procedures to ensure compliance
with rules and regulations. The Group continues to develop and invest in these
tools to improve further the effectiveness of these procedures. It has a highly
experienced, expert Compliance and Legal team.
Loss of key personnel –
normal course of business
No one global divisional team accounted for more than 20% of revenue or 35% of
underlying profit before taxation1 in 2024. No individual generated more than 5%
of new business for the Group in 2024 or 2023.
Loss of key personnel
– Board members
The loss of one or more Non-Executive Director will not have a direct impact on
the trading performance or financial position of the Group.
1 Classed as an APM. See pages 215 and 216 for more information.
8 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The Group has considerable financial resources
available to it, a strong balance sheet and has
consistently generated an underlying profit and
good cash inflow. As a result of this, the Directors
believe that the Group is well placed to manage its
business risks successfully.
Management has stress tested a range of scenarios
from the base case which are disclosed in more
detail on pages 154 and 155. Following this exercise,
management is satisfied that there are no material
uncertainties related to events or conditions that
cast doubt on the Group’s ability to continue as a
going concern.
Accordingly, the Directors have a reasonable
expectation that the Group has sufficient resources
to continue in operation for at least the next
12 months. For this reason, they continue to adopt
the going concern basis in preparing the financial
statements.
The Group’s business activities, strategic objectives,
business performance and financial position,
together with the factors likely to affect its future
development, are set out in the Strategic Report
on pages 2 to 83.
G O I N G
C O N C E R N
8 2
S T R AT E G I C R E P O R T —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I S C L O S U R E S T A T E M E N T S C O N T I N U E D
D I V E R S I T Y
—
In accordance with the Listing Rules, we report on the gender identity and ethnicity of our Board and executive
management. The data below was collected from Directors on a voluntary basis. The data of executive management
was captured via the Company’s internal HR system on a voluntary basis, with 19 different options being provided
under ethnicity.
Gender
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board1
Number in
executive
management2
Percentage
of executive
management
Men
5
63%
3
17
85%
Women
3
37%
1
3
15%
Not specified/prefer not to say
–
–
–
–
–
Ethnicity
Number
of Board
members
Percentage of
the Board
Number
of senior
positions on
the Board1
Number in
executive
management2
Percentage
of executive
management
White British or other White (including minority-
white groups)
7
88%
4
14
70%
Mixed/Multiple Ethnic Groups
1
12%
–
2
10%
Asian/Asian British
–
–
–
–
–
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group, including Arab
–
–
–
1
5%
Not specified/prefer not to say
–
–
–
3
15%
1 Defined as Chair, Senior Independent Director, CEO and CFO & COO.
2 Defined as direct reports of the CEO and the Company Secretary.
The Strategic Report on pages 2 to 83 was approved by the Board and signed on its behalf by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
7 March 2025
8 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
NON-EXECUTIVE DIRECTOR TENURE AS AT 31 DECEMBER 2024
Laurence Hollingworth
4 years 5 months
Martine Bond
3 years 9 months
Constantin Cotzias
0 years 5 months
Sue Harris
4 years 3 months
Dr Tim Miller
6 years 7 months
Heike Truol
4 years 11 months
1
2
3
G O V E R N A N C E
A T A G L A N C E
—
We remain committed to effective corporate governance,
which underpins everything that we do as a Group and
supports the continued delivery of our strategy.
HIGHLIGHTS
ENGAGEMENT ACTIVITY
109p
Full year dividend
1
New Non-Executive
Director appointment
58
Results roadshow meetings
with the CEO and
CFO & COO
14
Shareholders engaged
with by the Chair and/
or the Remuneration
Committee Chair
25%
Female representation
among senior Board
positions (Chair, Senior
Independent Director,
CEO or CFO)
100%
Attendance at
Board meetings
53%
Of employees participating
in share plans/holding shares
23%
Of eligible employees took
up an invitation to join
ShareSave (or the local
equivalent) in 2024
BOARD INDEPENDENCE
1. Non-Executive Chair
1
2. Independent
5
3. Executive
2
8 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T
ON BEHALF OF THE
BOARD, I AM PLEASED TO
PRESENT THE CORPORATE
GOVERNANCE REPORT
FOR 2024.
Laurence Hollingworth
Chair
The Board has remained focused on
ensuring that our corporate governance
framework provides a strong foundation
to deliver on our purpose and our
strategy, generating positive outcomes
for all stakeholders. We have reviewed
the additional requirements of the
updated UK Corporate Governance
Code and are taking the necessary
actions to ensure compliance at the
appropriate time.
Stakeholder engagement
The insights that we gain from
engagement with our stakeholders
provide essential context to our
decision-making. As explained on
page 96, our engagement with our
clients and communities is primarily
through our Executive Directors and
their teams, who report back to us on
these activities.
Heike Truol, our Employee Engagement
Director, has continued to lead
engagement with employees through
our Employee Voice Forum meetings,
which have been held in a number of
global locations this year. Where there
are opportunities to do so, the Board as
a whole is keen to engage directly with
our employees, and this year we were
delighted that our visit to Aberdeen
allowed us to meet employees from two
of our divisions, across three different
offices. We were able to experience
first-hand the breadth and diversity of
the services offered by Clarksons, and
to gain a deeper understanding of the
day-to-day challenges faced by our
workforce.
We have continued to engage
proactively with our shareholders
to discuss a range of topics which
are of mutual interest, particularly
in relation to strategy, market
outlook, governance, remuneration
and sustainability. The Chair of our
Remuneration Committee, Dr Tim
Miller, and I, lead on engaging with
shareholders throughout the year to
ensure our message on the strategic
link between our performance and
remuneration is understood.
Sustainability
Following the materiality assessment
that was undertaken in 2023, an ESG
Steering Group has been established.
This reports regularly to the Board,
which has continued to oversee the
development of our sustainability
framework, pillars and goals.
In line with our purpose to enable
‘smarter, cleaner global trade’, our
business divisions have remained
focused on our Green Transition work
to support the shipping industry in
reducing greenhouse gas emissions.
Our visit to Aberdeen, where the
Offshore Renewables team and our
Port Services businesses support the
development and maintenance of
renewable energy sources in the North
Sea, provided us with valuable insights
as to where we are making a difference.
This area is evolving globally and
remains a key element of our strategy.
As a trusted advisor to our clients, we
are conscious of the impact that we
can have and will continue to invest
accordingly.
Board changes
Non-Executive Director succession
planning was a key area of focus for
the Nomination Committee in 2024.
We announced in March 2024 that
Birger Nergaard would not seek
re-election at the 2024 AGM, having
served nine years as a Non-Executive
Director. I would like to thank Birger
for his invaluable contribution, advice
and service to Clarksons. Following a
rigorous external selection process, we
were pleased to welcome Constantin
Cotzias to the Board as an independent
Non-Executive Director in August 2024.
On his appointment, Constantin joined
the Audit and Risk Committee, whilst
Heike Truol stepped down as a member.
Looking forward
As a Board we will continue to support
and challenge our Executive Directors
and their teams in delivering our
strategy and creating long-term success
for our stakeholders.
Thank you to all our stakeholders for
your continued support this year.
Laurence Hollingworth
Chair
7 March 2025
8 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Statement of compliance with
the UK Corporate Governance
Code (the ‘Code’)
The Company complied with
the principles and provisions of
the Code during the year ended
31 December 2024 with the exception
of the provision noted below where
we have provided an explanation.
The Code is available at www.frc.org.uk
Provision 38 (alignment of pension
contribution rates for executive
directors with those available
to the workforce)
The Executive Directors receive a cash
supplement in lieu of pension. Whilst
not aligned with the contribution rates
for the wider workforce for contractual
reasons, the Company has undertaken
to align this with that available to the
majority of the wider workforce in the
UK (or any other country in which the
executive is based) when any new
Executive Director is recruited.
PREPARING FOR THE NEW
UK CORPORATE GOVERNANCE
CODE (THE ‘2024 CODE’)
— The new 2024 Code was
published in January 2024.
— The majority of the provisions in
the 2024 Code will apply to us
from 1 January 2025.
— The Board and its Committees
have reviewed the 2024 Code to
assess our continuing compliance
and we have already started
to implement initiatives where
needed to address the changes.
BOARD LEADERSHIP AND COMPANY PURPOSE
Governance at a glance
84
Chair’s introduction to Corporate Governance Report
85
Code compliance
86
Our Board
88
Governance framework
92
An effective Board
94
Stakeholder engagement
96
Board visit to Aberdeen
98
Keeping Section 172 at the forefront of Board discussions
99
DIVISION OF RESPONSIBILITIES
The roles of individual Directors
93
COMPOSITION, SUCCESSION
AND EVALUATION
Nomination Committee Report
100
Succession planning
102
Board appointments and induction
103
Election and re-election of Directors
104
Diversity
105
Board and Committee performance reviews
104
AUDIT, RISK AND INTERNAL CONTROL
Audit and Risk Committee Report
108
Financial reporting
111
External audit
112
Internal audit
114
Internal controls and risk management
115
REMUNERATION
Remuneration Committee – at a glance
117
Annual statement – Remuneration Committee Chair
118
Annual Report on Remuneration
121
Appendix: Directors’ Remuneration Policy
132
CODE COMPLIANCE
8 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
HOW THE BOARD SPENT ITS TIME
1
2
3
4
6
5
1. Business performance and operations
Regular updates from the CEO and CFO
& COO, as well as operational items such
as the annual budget and insurance
arrangements.
2. Financial matters
All matters relating to the release of
preliminary and interim results and
trading statements, including the Annual
Report and dividend recommendations.
3. Governance
Various governance matters,
including Director appointments and
reappointments, review of Director
conflicts, the annual review of Board and
Committee effectiveness and approval of
our Notice of Meeting.
4. Risk management
Regular updates on risks and controls.
5. Stakeholder engagement*
Updates on engagement with our
stakeholders, including employee
engagement updates from our Employee
Engagement Director; shareholder
engagement regarding areas such as
remuneration, succession planning and
diversity; and charitable activities.
6. Strategy
Regular updates on strategic matters.
* Agenda items where the topic was
specifically a stakeholder matter.
Stakeholders are taken into account
in all agenda items, but it is difficult
to quantify these considerations and
they are not therefore included in this
category.
1. Business performance
and operations
17%
2. Financial matters
12%
3. Governance
13%
4. Risk management
11%
5. Stakeholder engagement
21%
6. Strategy
26%
BOARD MEETING ATTENDANCE
Meetings
Current Directors
Laurence Hollingworth (Chair)
7/7
Andi Case
7/7
Jeff Woyda
7/7
Martine Bond
7/7
Constantin Cotzias1
2/2
Sue Harris
7/7
Dr Tim Miller
7/7
Heike Truol
7/7
Former Director
Birger Nergaard2
3/3
1 Appointed as a Director with effect from 5 August 2024.
2 Stepped down as a Director with effect from 9 May 2024.
WE REMAIN FOCUSED ON
DELIVERING ON OUR PURPOSE
AND OUR STRATEGY, GENERATING
POSITIVE OUTCOMES FOR ALL
OUR STAKEHOLDERS.
Laurence Hollingworth
Chair
BOARD ACTIVITY/ATTENDANCE
8 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
O U R
B O A R D
—
Our ability to meet our responsibilities is underpinned by the balance of skills,
knowledge and experience on the Board and ensuring that it is appropriate to
continue to challenge management and support the delivery of our strategy.
BOARD SKILLS, KNOWLEDGE AND EXPERIENCE
NUMBER OF NON-EXECUTIVE DIRECTORS (INCLUDING THE CHAIR)
WHO ARE HIGHLY EXPERIENCED IN THAT AREA
AS AT 31 DECEMBER 2024
Committee membership
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Chair
CHANGES IN BOARD MEMBERSHIP
DURING THE YEAR AND TO THE
DATE OF THIS REPORT
— Birger Nergaard resigned as
an Independent Non-Executive
Director on 9 May 2024.
— Heike Truol stepped down as a
member of the Audit and Risk
Committee and was appointed
as a member of the Nomination
Committee on 5 August 2024.
— Constantin Cotzias was
appointed as an Independent
Non-Executive Director and
member of the Audit and Risk
Committee on 5 August 2024.
5
4
1
3
2
3
2
1
Listed company
experience
Strategy
People
and reward
Shipping/sector
experience
Technology
and IT
Global
business
3
Risk
management
Investment
banking
Financial
acumen
8 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
Jeff Woyda
Chief Financial Officer
& Chief Operating Officer
Appointed: November 2006
Key areas of expertise:
Finance, strategy, technology
Skills and expertise:
Jeff brings broad-based experience
across a number of disciplines to the
role of Chief Financial Officer and Chief
Operating Officer. In addition to his
strong background in finance, Jeff has
an impressive track record in managing
and delivering across broking, corporate
finance, IT implementation and software
development, HR and regulatory
compliance. His career has spanned both
publicly listed and private companies, as
well as regulated industries. He is also the
Board Member responsible for ESG matters
and the Chairman of Maritech, the SaaS
provider of the Sea platform.
Career experience:
Before joining Clarksons, Jeff spent 13 years
at the Gerrard Group PLC, where he was a
member of the executive committee and
Chief Operating Officer of GNI. Jeff began
his career with KPMG and is a Fellow of the
Institute of Chartered Accountants. He was
previously Senior Independent Director and
Chair of both the Remuneration and Audit
Committees of Lok’n Store Group plc.
Principal external appointments:
— Chair, The Clarkson Foundation
— Non-Executive Chair and Director,
International Transport Intermediaries
Club Limited
Andi Case
Chief Executive Officer
Appointed: June 2008
Key areas of expertise:
Global business, shipping/sector experience,
strategy
Skills and expertise:
Having worked in shipbroking his
entire career, Andi brings to the Board
extensive knowledge and experience of
global integrated shipping services. He is
recognised in the market as an industry
leader. His detailed knowledge of Clarksons’
operations, combined with his commitment
to drive the strategy, make him well placed
to inspire and lead the Group.
Career experience:
Andi joined Clarksons in 2006 as Managing
Director of the Group’s shipbroking services.
His shipbroking career began with C W
Kellock & Co and later the Eggar Forrester
Group. Prior to Clarksons, he was with
Braemar Seascope for 17 years.
Principal external appointments:
— None
Laurence Hollingworth
Chair
Appointed: July 2020
(and as Chair in March 2022)
Key areas of expertise:
Capital markets, investor relations, strategy
Skills and expertise:
Previously a senior leader in investment
banking, Laurence brings significant capital
markets experience to Clarksons which
positions him well to guide the development
of the financial business and wider strategy.
Laurence has a strong understanding
of broking and the relationship-led
environment in which Clarksons operates,
having been responsible for client
relationship management with some of
JP Morgan’s most high-profile clients.
This experience gave him broad exposure
to different leadership styles and board
dynamics, developing the skillset necessary
to provide oversight and constructive
challenge in the boardroom.
Career experience:
Laurence’s 37-year career in stockbroking
with Cazenove and latterly JP Morgan saw
him hold several senior leadership roles
including Head of UK Investment Banking,
Head of EMEA Industry Coverage and
finally as Vice Chairman for Equity Capital
Markets EMEA.
Principal external appointments:
— Non-Executive Chairman and Chair
of the Nomination Committee,
Molten Ventures plc
— Non-Executive Director, Atom Bank plc
— Non-Executive Chairman,
ABM Communications Limited
8 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Constantin Cotzias
Independent Non-Executive
Director
Appointed: August 2024
Key areas of expertise:
Global business, strategy, technology
Skills and expertise:
Constantin brings a strong understanding of
data and technology, as well as experience
in growing data-focused businesses
globally. He played a critical role in shaping
the strategic development of Bloomberg
Law. Constantin also has extensive financial
markets experience gained across both
legal and commercial roles.
Career experience:
Constantin has spent over 20 years with
Bloomberg, holding a number of different
roles including CEO of Bloomberg’s legal
and regulatory news and research division,
Chief Counsel and, currently, the Global
Head of External Affairs. Constantin sits
on the Mayor of London’s Business Advisory
Board, and previously sat on Prime
Minister May’s Business Advisory Council.
Prior to Bloomberg, Constantin was a
senior mergers and acquisitions lawyer at
Denton Wilde Sapte (presently Dentons).
Constantin is a solicitor of the Supreme
Court of England and Wales.
Principal external appointments:
— European Director, Bloomberg LP
— Global Head of External Affairs,
Bloomberg
— Chair, Bloomberg Tradebook
— Director, Bloomberg Multilateral Trading
Facility
— Board Member, The Mayor of London’s
Business Advisory Board
Committee membership
Audit and Risk Committee
Nomination Committee
Remuneration Committee
Chair
Martine Bond
Independent Non-Executive
Director
Appointed: March 2021
Key areas of expertise:
Global business, strategy, technology
Skills and expertise:
Martine brings a wealth of knowledge in
electronic trading, risk management and
technology solutions. This experience,
together with her track record of innovation,
business growth and client acquisition,
make her ideally placed to contribute to
Clarksons’ strategy to grow its technology
business.
Career experience:
Martine has over 25 years’ experience in the
financial services industry at State Street,
Morgan Stanley, JP Morgan and Goldman
Sachs. She was previously the Executive
Vice President, Head of State Street Global
Markets for Europe, Middle East and Africa
(EMEA) as well as running the electronic
trading solutions within State Street.
Martine has significant board experience
across legal entities in Europe, North
America and Asia. She studied business
management at Queensland University of
Technology in Brisbane, Australia.
Principal external appointments:
— Director, CF Global Trading (UK) Limited
9 0
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
Heike Truol
Independent Non-Executive
Director
Appointed: January 2020
Key areas of expertise:
Global business, shipping/sector experience,
strategy
Skills and expertise:
With a 20-year track record of both
advising large global organisations from
the outside as a management consultant
as well as driving performance from within,
Heike brings significant experience of
strategy development and delivery and
client perspectives.
Heike serves as Clarksons’ Employee
Engagement Director.
Career experience:
Heike has been the Chief Strategy Officer
for ALS Global, a global leader in providing
testing solutions to clients in a wide range
of industries, since November 2023. She
was previously the Chief Commercial
Officer for MineHub Technologies. Prior
to that, she gained 11 years’ experience at
Anglo American where she was Executive
Head, Commercial Services. On joining as
Group Head of Strategy she helped evolve
the strategy function working closely
with the CEO and executive committee.
Heike later helped establish the Marketing
business and had P&L responsibility for
Anglo American’s global shipping activity.
Prior to Anglo American, Heike was a
management consultant and held roles
at Marakon Associates and Deloitte.
Principal external appointments:
— Chief Strategy Officer, ALS Global
Sue Harris
Senior Independent Director
Appointed: October 2020 (and as Senior
Independent Director in September 2022)
Key areas of expertise:
Finance, listed company experience,
risk management
Skills and expertise:
Sue brings significant financial, risk
management and corporate development
experience to her role at Clarksons, gained
across listed companies in financial services
and retail. She has extensive leadership
and boardroom experience, having held
a number of senior executive roles. Sue
is a qualified chartered management
accountant and experienced audit
committee chair.
Career experience:
Sue served as a Non-Executive
Director of The Co-operative Bank
p.l.c, The Co-operative Bank Finance
p.l.c. and The Co-operative Bank
Holdings Limited up until its acquisition
by the Coventry Building Society on
1 January 2025. In addition to Sue’s current
non-executive roles, Sue previously chaired
the Audit and Assurance Council at the
FRC and was a member of the Codes and
Standards Committee. Prior to this, she
held a number of senior executive positions
in finance and corporate development at
FTSE 100 businesses, including as Divisional
Finance Director and Group Audit Director
for Lloyds Banking Group.
Principal external appointments:
— Non-Executive Director and Chair of the
Audit Committee, FNZ (UK) Limited
— Non-Executive Director, Schroder & Co.
Limited, and Chair of the Audit and Risk
Committee of Schroders plc’s Wealth
Management Division
— Independent Director, Barclays Pension
Funds Trustees Limited
Dr Tim Miller
Independent Non-Executive
Director
Appointed: May 2018
Key areas of expertise:
Global business, people and reward,
listed company experience
Skills and expertise:
Tim has over 30 years’ experience working
in large-scale people businesses with
significant international operations. As
well as his extensive experience of HR
and remuneration matters, Tim’s executive
roles also gave him exposure across a
broad remit including compliance, audit,
assurance, financial crime, property and
legal. Tim is an experienced non-executive
director and remuneration committee chair
in listed companies. His role at Clarksons
includes the role of Chair of the Trustees
of the staff pension schemes.
Career experience:
The majority of Tim’s executive career was
within regulated industries, including roles
at Glaxo Wellcome and Standard Chartered,
with global responsibility for a wide variety
of business services. He was previously a
Non-Executive Director and Chair of the
Remuneration Committee at Michael Page
Group plc, Scapa Group plc, and Equiniti
Group plc, and a Non-Executive Director at
Equiniti Financial Services Limited and Otis
Gold Corp.
Principal external appointments:
— None
9 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Executive Team
— Assists the CEO and CFO & COO in running the business and delivering the strategy
— Develops and implements strategy and goals, operational plans, procedures and
budgets, and monitors business performance (including competitive pressures)
— Oversees the assessment and control of risk
Nomination Committee
— Reviews the effectiveness of
the Board, and its structure,
size, composition and
diversity
— Leads succession planning
for the Board and
oversees succession plans
for senior management
Read more
On pages 100 to 107.
Audit and Risk Committee
— Monitors the integrity of
the financial reporting
for the Group and manages
the relationship with
the External Auditor
— Oversees the
effectiveness of the risk
management and internal
control systems
Read more
On pages 108 to 116.
Remuneration Committee
— Sets the remuneration
policy and packages for
the Executive Directors and
other members of the senior
management team, whilst
having regard to pay across
the Group
— Approves the remuneration
of the Chair
Read more
On pages 117 to 134.
We discharge some of our
responsibilities through delegation
to Board Committees. The Board
Committees bring an increased focus
on key areas and explore them more
deeply. The Chair of each Board
Committee reports to the Board on
their activities following meetings.
Any delegation of authorities to
Board Committees is formally
documented in writing through
Terms of Reference, while the Board
maintains a schedule of key matters
which are reserved for the Board’s
decision.
Furthermore, there is a clear division
of responsibilities between the
Chair and the CEO. The execution
of the strategy and the day-to-day
management of the Group and
operational matters are delegated
to the CEO.
The Group’s executive governance
structure maximises the opportunity
for all parts of the business to have
clarity on their goals and successfully
execute on divisional and Group
strategic plans.
BOARD
Key matters reserved for the Board:
— Purpose
— Strategy
— Setting the Group’s culture, standards and values
— Internal controls and risk management
— Financial reporting and viability
— Capital and liquidity
— Board and Committee appointments
— Corporate governance matters
— ESG and stakeholder matters
— Material contracts
GOVERNANCE FRAMEWORK
9 2
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
Individual roles and activities:
Chair
— Leads the Board, facilitating
the contribution of all Directors
and promoting an open and
constructive relationship
between the Executive and
Non-Executive Directors
— Ensures the effectiveness
of the Board
— Oversees the development
of the Group’s purpose,
values and culture
— Promotes high standards
of corporate governance
— Available to shareholders and
fosters dialogue with other
key stakeholders
Chief Executive Officer
— Responsible for the day-to-day
management of the Group
— Develops the strategy and
commercial objectives for
approval by the Board, and
leads management in delivering
them within the risk appetite
approved by the Board
— Promotes the embedding of
the Group’s culture throughout
the organisation
— Leads the relationship with
institutional investors and
other stakeholders
Chief Financial Officer &
Chief Operating Officer
— Manages the Group’s financial
and operational affairs and
supports the CEO in the
management of the Group
— Alongside the CEO, represents
the Group in meetings with
institutional shareholders
and other stakeholders
— Takes responsibility for
overseeing ESG matters
Senior Independent Director
— Acts as a sounding board for the
Chair and leads the evaluation
of his performance
— Serves as a trusted intermediary
for other Non-Executive
Directors
— Available to shareholders,
particularly when their concerns
have not been resolved through
other channels
Independent Non-Executive
Directors
— Contribute to the development
of the strategy and scrutinise
its execution by management
— Provide both objective and
constructive challenge and
support to the development
of Board proposals and the
performance of management
— Monitor management’s progress
against agreed performance
objectives
Employee Engagement Director
— Facilitates two-way
communication between
the Board and the workforce
through a programme of
engagement initiatives
— Enhances the voice of the
workforce by feeding their views
into the Board’s decision-making
process
Conflicts of interest
The Company’s Articles of
Association permit unconflicted
directors to authorise potential
conflicts.
The Board may impose conditions
on the authorisation of a conflict,
for example that the Director
should leave the boardroom when
certain matters are discussed.
Each Director is required to notify
the Chair of any potential conflict
or potential new appointment
or directorship. The Nomination
Committee provides the Board
with guidance on the treatment of
Directors’ conflicts and conducts
an annual review of the Register
of Directors’ Conflicts.
No new conflicts of interest or
related party transactions were
declared during the year.
See more online
The schedule of Matters Reserved for the
Board; the Terms of Reference of the Board
Committees; and the roles of the Chair, CEO,
SID and Employee Engagement Director
are available at www.clarksons.com/home/
investors/corporate-governance
Read more
How we assess the independence of our
Non‑Executive Directors on page 104.
Group Company Secretary
— Acts as point of contact for the Chair and
Non‑Executive Directors, and facilitates the
induction of new Non-Executive Directors
— Facilitates information flows between the Board
and its Committees, and between management
and the Board
— Advises the Board on all corporate governance
matters and ensures good corporate governance
practices throughout the Group
9 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The Board is accountable to
shareholders for the creation of
sustainable value, and to other
stakeholders for the wider impact
that we have. We have overall
responsibility for leading the Group
and are the decision‑making body
for matters which are significant to
the Group as a whole, in particular
strategic and financial matters, and
those which could have a material
reputational impact.
Our ability to meet our
responsibilities is underpinned by
having in place a balanced and
effective Board, and our governance
framework which enables effective
decision-making within a structure
of clear accountabilities. You can
read more about our governance
framework and individual roles and
responsibilities on pages 92 and 93.
The Chair promotes an open and
honest boardroom culture which
ensures that the range of diverse
skills, experience and perspectives
brought collectively by the
Non-Executive Directors can be
utilised effectively. The boardroom is
both supportive and challenging, and
enables the Non-Executive Directors
to bring independent oversight to
strategic debates and contribute
to the continued development of
a sustainable strategy.
In developing the strategy, the
Board takes account of, not only our
obligations to shareholders, but also
the considerable impact that the
Group has on other stakeholders
including our people, clients, the
wider shipping community and
the communities in which we
operate. The Board monitors the
implementation of the strategy
through regular updates at Board
meetings from senior managers
on key initiatives as they progress.
This also enables us to regularly
review whether the strategy remains
appropriate. The need to deliver
the strategy within the Group’s
risk appetite, and ensuring that the
Group has the appropriate resources,
skills and competencies to achieve
the strategy responsibly, are also key
areas of focus.
The effectiveness of the Board is
reviewed at least annually. You can
read more about this year’s Board
and Committee effectiveness review
on page 106.
AN EFFECTIVE BOARD
Purpose, values, behaviours
and culture
Our purpose communicates our
strategic direction to our people,
clients and wider stakeholders, and
underpins everything that we do.
Our values articulate the qualities
that we embody and, to ensure the
continued growth of a sustainable
business, our values must remain
at the core of the way we behave.
Our behaviours set out clearly what
is expected of all of our people to
thrive and perform in our culture and
act in line with our values. This is the
foundation of our culture.
Our values represent our current and
future aspirations for the business:
to ensure we remain dedicated
to excellence and retain our place
as the world-leading strategic
advisor to our clients. We believe
our behaviours accurately reflect
our expectations of our people,
and provide clarity regarding
the commercial and leadership
requirements to deliver our purpose.
Our people are the driving force of
our company, and we are committed
to a diverse and inclusive workplace
where we prioritise their health,
wellbeing and development. Our
greatest strength is the spirit of
progressive and energetic teamwork
and collaboration that underpins
our success. Our people processes
are designed to retain and empower
our employees to drive the business
forward, keep our clients at the
core of our activities and align
our interests with those of our
stakeholders.
The Board has responsibility for
setting and overseeing our culture.
We set the tone from the top and
reinforce this through all of our
actions, including our decisions
and own conduct.
The Board takes the opportunity to engage
with members of senior management
throughout the year, bringing Directors
closer to the culture of the business.
9 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
The key elements of our culture
ELEMENT
OVERVIEW
BOARD AND COMMITTEE OVERSIGHT
Leading by
example
The Board sets the tone from the top.
The Directors, Executive Team and senior
management lead by example through all actions,
reinforced through leadership forums such as our
Global MDs Week and Executive Team meetings.
Performance
metrics
The Board reviews a broad range of performance
metrics that support our culture, including global
turnover by business sector and location, annual
promotions to early-, middle- and senior-level
management positions, employee engagement
outcomes, key remuneration frameworks and
employee equity participation.
The performance metrics support the Board in its
role in monitoring and assessing our culture.
Employee voice
We promote an open and honest environment
in which our people are encouraged to share
their views on a variety of priorities and
topics. Employees are invited to a number of
communication forums throughout the year,
including the Employee Voice Forum, chaired by
our Employee Engagement Director. Employees
may also be invited to present to the Board on
relevant matters.
There are independent whistleblowing processes
in place which allow reporting of wrongdoing on
an anonymous basis.
Themes and discussion points from communication
forums are reported to the Executive Team and
Board, providing key insights. The Board also
recognises the benefit of having direct access
to our people through a number of direct lines
of engagement and broad employee social events.
Whistleblowing reports are investigated
appropriately and reported to the Board.
Policies, pay,
diversity and
inclusion
We pay for performance and seek to ensure
that the financial and non-financial rewards we
give our employees are competitive and support
attraction to the Company, engagement and
retention.
Our people are the driving force of our company,
and we are committed to a diverse and inclusive
workplace where we prioritise their health,
wellbeing and development.
The Remuneration Committee oversees
remuneration policy across the Group and reviews
annually the remuneration trends across the Group.
The Nomination Committee regularly reviews our
Group Diversity and Inclusion Policy and receives
updates on relevant initiatives to promote a
diverse and inclusive workplace. The Remuneration
Committee also reviews annually our Gender Pay
Gap Report.
Risk
management
Our internal controls and risk management
systems are integral to the delivery of our strategy
in a safe and sustainable way. They translate into
our day-to-day risk culture.
The Audit and Risk Committee oversees our
internal controls and risk management systems,
including risk appetite, as well as reviewing internal
audit reports.
The way we
do business
Our Compliance Code is reissued to
employees annually – it sets out the policies and
standards we expect them to uphold to meet our
objective of conducting our business in an ethical,
honest and professional manner wherever we
operate. Employees are also required to complete
annual online training modules on a range of areas
covered by the Compliance Code.
Key policies are reserved for the Board’s approval.
The Audit and Risk Committee receives updates
on compliance with policies and completion of
online training.
Health, safety
and wellbeing
Our priority is to provide a safe and secure
workplace for all, and we have policies and
procedures in place to support this.
Whilst we view the majority of our activities as
low risk, the Board monitors the health and safety
culture through regular reporting.
9 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
STAKEHOLDER
ENGAGEMENT
We are committed to effective
engagement with our stakeholders
and gather feedback and input
from them through a variety of
approaches. The Board engages
directly with our people and
our shareholders. In the case of
engagement with clients and
communities (who we have also
identified as key stakeholders),
management engagement is used to
form proposals at a business level,
with the Board being kept updated
in various ways.
Where relevant, stakeholder
considerations are also set out in
Board papers. You can read more
about our stakeholders on pages 59
to 61, and how we have taken
them into account in meeting our
responsibilities under section 172 of
the Companies Act 2006 on pages
72, 73 and 99.
Our people
Engagement with our employees
is driven through our Employee
Engagement Director and our
Employee Voice Forum (see below).
We also provide opportunities
for our Non-Executive Directors
to meet a broad cross-section
of our people at social and
networking events throughout
the year which provides a further
opportunity for engagement on key
topics. The Non-Executive Directors
also receive regular updates from
the Executive Directors and other
executives on their own engagement
with employees, for example through
site visits, talent activities and town
hall meetings.
Our shareholders
The Board understands that
maintaining strong relationships
and an open dialogue with investors
underpins the long-term success
of the Company. The Chair takes
responsibility for ensuring that
the views of shareholders are
communicated to the Board as
a whole.
The CEO and CFO & COO regularly
update the Board on shareholders’
views, which reflects both their own
direct engagement with investors
and feedback from the Company’s
joint corporate brokers and financial
public relations advisor. The Chair
and Non‑Executive Directors also
share the views and feedback from
shareholders following any meetings
they have attended.
CASE STUDY:
Employee Voice Forum
Our Employee Voice Forum encourages
two-way communication between employees
from various divisions across the business
and our Non-Executive Directors. It is chaired
by Heike Truol, our Employee Engagement
Director. Participating employees are given the
opportunity to raise any issues that they deem
relevant or appropriate. In 2024, topics discussed
included remuneration, ESG, technology and
compliance in shipping markets, being part
of the global group, experience of the early
careers cohort and communication methods and
channels. During the year, the Employee Voice
Forum aimed to ensure a wide divisional input
into Board engagement and Heike held meetings
in Aberdeen, London and Houston. Following
each meeting, Heike provides an overview to the
Board of the topics discussed, which allows the
views of employees to be factored in to future
decision-making.
CASE STUDY:
Global MDs Week
Our annual Global MDs Week brings together
senior management from across our global
group. The event provides employees with
the opportunity to hear directly from the
CEO and CFO & COO regarding the Group’s
strategy and the market context, as well as to
interact with their colleagues and voice their
own views in focused but informal sessions.
Our Non-Executive Directors are invited to join
various sessions and events. This enables them to
hear firsthand the views of our senior employees,
understand how strategic initiatives are
progressing and gain an insight into the Group’s
day-to-day culture.
Heike Truol engages
with employees
during a visit to our
Aberdeen office.
Andi Case engages
with our global
leadership during
Global MDs Week.
9 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
Annual General Meeting
We view the AGM as an opportunity
to engage directly with our
shareholders on the key issues facing
the Group and to respond to any
questions shareholders may have
on the business of the meeting.
At the 2024 AGM, votes were
cast in relation to circa 74% of the
issued share capital. Although
all resolutions were passed by
the required majority, the Board
noted a significant vote against
resolution 2 to approve the Directors’
Remuneration Report, resolution 4
to re-elect Laurence Hollingworth
(Company Chair) as a Director
and resolution 9 to re-elect Dr Tim
Miller (Chair of the Remuneration
Committee) as a Director. Further
detail regarding the actions taken
by the Board in response to this
outcome can be found in the
Directors’ Remuneration Report
on pages 118 to 120.
We are pleased to confirm that this
year’s AGM will be held electronically
by video webcast at 12 noon on
Thursday 1 May 2025. Full details
of the resolutions to be proposed
at the meeting are set out in the
Notice of Meeting. The Chair, as
well as the Chairs of the Board
Committees, will be at the meeting
to answer questions on the business
of the meeting.
INSTITUTIONAL INVESTORS
Who they are
Large institutional investors such
as investment managers and
pension funds
Who engages with them
— The CEO and CFO & COO
are the primary contacts
for current and potential
institutional investors
— The Chair, SID and all
Non‑Executive Directors are
available to attend meetings
if requested by shareholders
Engagement in 2024
— The Chair and/or the
Remuneration Committee
Chair engaged with 14
shareholders during the year
in order to understand their
views on the Company and its
strategy, and to discuss other
governance matters such
as remuneration outcomes,
environmental matters,
succession planning and
diversity
— The CEO and CFO & COO
held over 100 meetings
with potential and current
investors (holding over
39% of the issued share
capital) to discuss strategy
and performance and to
gain an understanding of
shareholders’ views and
concerns
RETAIL SHAREHOLDERS
Who they are
Private investors holding
around 5% of the issued share
capital (excluding employee
shareholders)
Who engages with them
— The Board through
attendance at the AGM
— Our Company Secretariat
team and our registrar
(Computershare) are available
to help retail shareholders
with any queries
Engagement in 2024
— Achieved principally through
our website and the AGM
— Full year and half year
results announcements, the
Annual Report and results
presentations are all available
on our website, as well as
information regarding share
price performance and
governance matters
EMPLOYEE SHAREHOLDERS
Who they are
Employees holding around 11%
of the Company’s issued share
capital, either through direct
interests or through restricted
shares granted under employee
share plans
Who engages with them
— Employee shareholders
(and the workforce as a
whole) are kept informed
by the Executive Directors
and the Group Company
Secretary of publicly available
financial updates and
governance changes such as
new Director appointments
Engagement in 2024
— The Company issues
an annual invitation to
employees in the UK and our
largest overseas locations
to join a ShareSave plan (or
similar local equivalent),
which gives employees the
opportunity to purchase
shares in the Company at a
discounted price
— The Board is extremely
supportive of widening global
participation in ShareSave or
the local equivalent, which
has been offered in seven
overseas countries to date
— Around 63% of our global
employees have been invited
to join ShareSave or the local
equivalent, and over 23% of
eligible employees took up
an invitation to participate
during the year
9 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
As part of its learning and
development programme,
the Board undertook a visit
to Clarksons in Aberdeen in
June 2024.
Clarksons operates a number
of offices and warehouses in
Aberdeen and three were visited
by Board members, where they
received in‑depth reviews of
the current businesses and the
prospects for new products
and services.
At the Clarksons Offshore and
Renewables office, which is part
of our Broking division, the Board
heard more about the projects and
vessels that our specialist broking
teams partner with our clients
to support.
Part of our Support division,
Gibb Group is an industry-leading
supplier of products and services
to the energy sector. We saw
the range of tools, equipment
and services the business
provides across its four specialist
business lines.
From the Clarksons Port Services
(‘CPS’) office at Matthews Quay,
Aberdeen Harbour, the Board took
a walking tour of the port to see at
firsthand some of the vessels CPS
provides services for in the marine
and offshore energy sector. A boat
trip was also taken to the North
Harbour and an offshore windfarm.
Informal employee focus groups
In addition to the Employee Voice
Forum, facilitated by Heike Truol,
our Employee Engagement
Director, a number of informal
employee events were held where
Directors met a cross‑section of
Aberdeen-based employees in
small groups, with no set agenda,
in order that they could hear
directly from employees. As the
energy transition continues to
evolve, the insights provided by
our employees on the ground will
provide crucial context for the
Board’s decisions and where we
can make a difference.
The visit to Aberdeen
provided further
informal opportunities
to meet employees.
The Board sets sail
to an offshore rig in
the North Sea.
The Board onboard
an Offshore Support
Vessel (‘OSV’).
BOARD VISIT TO ABERDEEN
9 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O R P O R A T E G O V E R N A N C E R E P O R T C O N T I N U E D
KEEPING SECTION 172 AT THE
FOREFRONT OF BOARD DISCUSSIONS
Area of focus
As a relationship-driven business,
our ability to maintain our position
as the world’s leading provider of
integrated shipping and offshore
services is driven by our people,
who are our biggest asset. Broking
is our largest division in terms of
our breadth of market coverage
and geographical spread, as well
as the number of brokers. Strategic
broking hiring, complemented by
internal development of talent and
promotions, have therefore always
been a key element of our strategy.
This was a particular area of focus
for the Board in 2024 as we sought
to further expand our Broking
expertise. Over the year, this has
included extending our presence
in Offshore and Renewables in
South Korea, establishing a new
Deep Sea Tanker Projects desk in
Brazil and expanding our offering
in the Middle East with a new Sale
& Purchase desk in Dubai. We have
also developed our derivatives
businesses and our coverage of
commodities markets.
How the Board considered section
172 matters through its discussions
Long-term consequences:
The Board was satisfied that the
expansion of Broking expertise
through key hires and internal
promotions would support in
particular the ‘Enabling global trade’
aspect of the Company’s purpose.
85% of global trade is carried on
ships, and our Broking division
plays a key role in keeping global
trade moving.
In addition, it would support the
following strategic objectives:
BREADTH
Increasing the breadth of
services offered to our clients
by establishing new desks in
key locations.
REACH
Expanding our global reach
through new geographical
locations.
PEOPLE
Broadening our leadership
capability and strengthening
our succession planning for
key roles.
GROWTH
Allowing us to capitalise on
opportunities for revenue
growth in new markets and
segments.
We also reviewed whether
expanding our Broking expertise
would create long-term financial
and sustainable value for the Group’s
stakeholders and were of the view
that it would.
Employees:
A number of strategic hires
were made during the year,
each providing a broad range of
experience that more junior brokers
could learn from and enhancing our
leadership capabilities. Succession
planning for senior management
roles has also been a keen area
of focus for the Board and plans
have been enhanced by the new
hires. The strength of our talent
pipeline, which has been developed
through our competency and
behaviours framework and the
learning opportunities we provide,
has also enabled us to promote from
within, which provides inspiration for
the next generation of talent.
Fostering relations with clients:
The expansion of our expertise
into both new products and new
geographical areas provides benefits
for the Group’s clients, allowing us to
better tailor our integrated offering
and enabling our clients to make
better informed decisions.
Impact on communities and
environment:
The Group is committed to
continuing to invest in the industry’s
green transition, which we see as
making a crucial contribution to the
communities in which we operate,
and which will have a long-term
positive impact on the environment.
Led by key hires over the year,
we are continuing to broaden our
expertise in the services we provide
to the offshore and renewables
industry and to invest in our teams
which advise on the execution
and financing of alternate-fuelled
newbuilding of vessels.
High standards of business
conduct:
A key focus when making new
hires is for management to satisfy
itself that the standards of business
conduct and the culture promoted
within the Group will continue to be
adhered to.
Board engagement
The Board has received regular
updates on both strategic hires and
internal promotions during the year
from the Executive Directors and
HR team, along with deep dives into
how these are aligned with the wider
Group strategy. We are satisfied
that this ongoing investment in our
broking expertise is continuing to
deliver our strategy and generate
value for our stakeholders.
Read more
Our section 172 statement
on pages 72 to 73.
9 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
MEETING ATTENDANCE
Meetings
Current Directors
Laurence Hollingworth (Chair)
5/5
Sue Harris
5/5
Heike Truol
5/5
Former Director
Birger Nergaard1
2/2
1 Stepped down as a Director and member of the Committee with effect from
9 May 2024.
HOW THE NOMINATION COMMITTEE SPENT ITS TIME
1
2
3
4
1. Annual effectiveness review
Review of actions arising from
the 2023 review and agreeing the
approach to the 2024 review.
2. Appointment/reappointment
of Directors
Matters relating to the annual
re-election of Directors,
the appointment of a new
Non-Executive Director and the
reappointment of Directors at the
end of their three-year term.
3. Governance
Various matters including the
annual review of the Nomination
Committee’s effectiveness and
the Nomination Committee
Report in the Annual Report.
4. Succession planning
Review of plans and activities
regarding non-executive,
executive and senior
management succession
planning.
1. Annual effectiveness review
13%
2. Appointment/reappointment
of Directors
33%
3. Governance
33%
4. Succession planning
21%
Read more
The skills and experience of Committee
members, on pages 88 to 91.
The role and responsibilities of the Committee,
on page 92.
The annual review of the Committee’s
effectiveness, on pages 106 to 107.
Click to find out more
The full Terms of Reference for the Committee
at www.clarksons.com/home/investors/
corporate-governance
CONTINUING TO FOCUS ON ALIGNING THE GROUP’S
LEADERSHIP WITH THE SKILLS, EXPERIENCE AND
DIVERSITY TO SUPPORT OUR GROWTH.
Laurence Hollingworth
Chair
AT A GLANCE
1 0 0
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O M I N A T I O N C O M M I T T E E R E P O R T
The Committee has continued to focus
on aligning the leadership of the Group
with the skills, experience and diversity
needed to support our long-term
strategy, growth and delivery.
Succession planning
It was announced in March 2024
that Birger Nergaard would not seek
re-election at the 2024 AGM, having
served nine years as a Non-Executive
Director. In anticipation of this, we
previously confirmed that a search
for a new Non-Executive Director
had been initiated, and Constantin
Cotzias joined the Board as an
independent Non-Executive Director in
August 2024. Constantin brings a strong
understanding of financial markets, data,
technology and experience in growing
data-focused businesses. We believe
that his knowledge and skills will be
invaluable as we continue to grow
the business.
The most recent review of Board and
Committee performance reaffirmed
the Committee’s own view that the
capabilities of the Board provide the
right combination at the current time
to develop and deliver our strategy.
Looking forward, we will continue
to appraise how Board skills and
membership should evolve in response
to changes in our business and our
long-term direction.
The continued development of a talent
pipeline of future leaders is of course
a key element of executive succession
planning, which has remained a priority
this year for the Board as a whole. We
have received regular updates from the
Executive Directors and the Group Head
of HR on both the initiatives in place
to nurture our talent to be our future
leaders, and the key strategic hires made
during the year to complement our
development programmes.
Diversity
The Board strongly believes that
diversity at all levels of the business
results in better business outcomes
and helps us achieve our strategy.
We have continued to assess diversity
across the Board, with particular focus
on the requirements in the Listing
Rules, the FTSE Women Leaders
Review and the Parker Review. We
have met the recommendation for
female representation in key Board
roles and we have one Director from an
ethnic minority background. The Board
currently comprises 37% women (three
of our eight Directors) and we remain
cognisant of the target for 40% female
representation. Whilst the Committee is
committed to ensuring that all aspects
of diversity are reflected among Board
members, our policy continues to be
one of selecting candidates with an
appropriate mix of skills, knowledge
and experience to ensure the continued
success of the business.
We remain equally focused on progress
within our senior leadership population
and have reviewed the initiatives which
are being pursued to enhance diversity
below Board level. Although shipping
has traditionally been a male-dominated
industry, the Our impact section includes
more details of the actions being
taken to foster a diverse and inclusive
workplace for all which, in the longer
term, will give rise to a more diverse
talent pipeline (see pages 48 and 49).
Board and Committee
performance reviews
Finally, I am pleased to report that
this year’s Board and Committee
performance reviews, which were
internally facilitated, concluded that
the Board and its Committees continue
to operate effectively. Some actions
were identified to enhance the Board’s
effectiveness. You can read more about
the process and the conclusions on
pages 106 and 107.
Laurence Hollingworth
Nomination Committee Chair
7 March 2025
Laurence Hollingworth
Chair
I AM PLEASED TO PRESENT
THIS REPORT ON THE
WORK OF THE NOMINATION
COMMITTEE OVER 2024.
1 0 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Non-Executive Directors
The Nomination Committee
reviews succession planning for the
Non‑Executive Directors. Whilst
the tenure of the Directors is an
important factor, the Nomination
Committee is cognisant that this
cannot be reviewed in isolation.
Non-Executive Director succession
planning is therefore considered
within a wider context which
includes the size, structure and
composition of the Board; the
current balance of skills, knowledge,
experience and diversity on
the Board and whether it is
appropriate to continue to challenge
management and support the
delivery of the Group’s strategy;
provisions under the Code regarding
Board Committee composition;
and the benefits of refreshing
the membership of the Board
Committees.
Having reviewed the factors listed
above, and taking account of
feedback from the effectiveness
evaluation of the Board undertaken
in 2024, the Nomination Committee
drew the following conclusions
during the year:
— The tenure of the Directors (which
is set out on page 84) does
not give rise to any immediate
concerns as four of the six
Non-Executive Directors in office
as at the date of this report are in
their second three-year term and
one is in his first three-year term.
— The size of the Board is conducive
to an effective debate, being large
enough to bring a broad and
diverse range of backgrounds,
perspectives and experiences,
but not so large as to be
unwieldy. The structure of the
Board remains appropriate.
— The collective skills and
experience of the Non-Executive
Directors and the Board as a
whole had been strengthened
during the year by the
appointment of Constantin
Cotzias, who had brought to the
Board a strong understanding
of financial markets, data,
technology and experience
in growing data-focused
businesses. The Nomination
Committee was therefore
satisfied that the Board’s skills
and experience remained aligned
with the Group’s operations and
strategy.
— The target for ethnic diversity
set out in the Parker Review and
the recommendation under the
FTSE Women Leaders Review
to have at least one woman in
a senior Board role had been
met. However, the Nomination
Committee remains cognisant
of the benefits of continuing to
enhance Board diversity and
of the target for 40% female
representation by the end
of 2025.
— The Company complies with
all provisions under the Code
in relation to Board Committee
memberships.
In addition to this longer-term view,
the Nomination Committee has also
considered succession planning
across a short-term horizon. It
was satisfied that, in the event
that one of the Board Committee
Chairs was unexpectedly unable
to fulfil their duties, the current
Board composition would allow
contingency cover to be identified
and the Board Committee to
continue to operate effectively
whilst still meeting any specific
Code requirements.
Chair
To ensure that an effective Chair is in
place at all times to lead the Board,
and that the Board would be able
to act quickly when a search for a
new Chair needed to be undertaken
in the future, the Nomination
Committee has established a
framework for Chair succession.
This outlines the process to be
followed, as well as confirming any
arrangements to be implemented at
short notice in the event of the Chair
being temporarily absent.
Executive positions and senior
management
Through the Nomination Committee,
the Board has remained close to
discussions on executive and senior
management succession planning.
A focus on the building-out of teams
in both existing and new jurisdictions
and business lines has been a focus
for 2024. This has complemented
the annual promotions process,
which utilises a framework to
assess, promote and develop our
future leaders on a consistent
basis and secure the pipeline of
key talent for succession to more
senior roles. The opportunity
to develop as senior leaders is
enhanced by the participation of our
people in divisional management
forums, management offsites,
and attendance at our global
strategy-setting meetings at the
start of each year. Our key objective
and focus is to ensure that our
people become our future leaders.
We create an environment in which
our people have broad experience,
collaborate across our business
and participate in the running
of their respective businesses
to gain exposure to leadership
responsibilities. Emergency
succession plans are in place for the
Executive Team and other key senior
management positions.
The Nomination Committee remains
satisfied that this approach is
appropriate to continue to develop
the right skills and capabilities in
the levels below the Board, retain
and develop key talent, and to
mitigate risk.
SUCCESSION PLANNING
1 0 2
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O M I N A T I O N C O M M I T T E E R E P O R T C O N T I N U E D
BOARD APPOINTMENTS
The Nomination Committee
is responsible for making
recommendations to the Board
regarding appointments of new
Directors and membership of Board
Committees, as well as reviewing the
reappointment of Directors at the
end of their three-year terms.
During the year, the Nomination
Committee made recommendations
to the Board to appoint Constantin
Cotzias as a new Non-Executive
Director and member of the
Audit and Risk Committee, and to
reappoint Martine Bond and Dr Tim
Miller for a further three-year term.
Details of the process to appoint
Constantin are set out below.
Constantin’s biography can be
found on page 90.
PROCESS
APPOINTMENT
Board decision to initiate
search process (made on the
recommendation of the Nomination
Committee)
New Non-Executive Director to be appointed in order to deepen
knowledge on the Board of technology solutions, particularly around
the use of data and analytics.
Selection of search firm, taking
account of those firms who are
signatories to the Voluntary Code of
Conduct for Executive Search Firms
Following a selection process involving a number of firms, Russell Reynolds
(who have no other connection with the Company or its Directors) were
engaged.
Search firm provided with objective
criteria to assess potential
candidates against
— Significant and senior experience of a global data-focused business.
— Experience of building, developing and retaining high-performing teams
with a digital growth agenda.
— Commercially astute and entrepreneurial, with a track record of
delivering organic growth.
— Good cultural fit, including a collaborative and consultative approach,
whilst broadening the cognitive and cultural diversity of the Board.
Longlist debated by Nomination
Committee
Considerations:
— Suitability against the job specification.
— Ability to commit sufficient time to the role.
— Any potential conflicts.
Interviews with those shortlisted
and preferred candidate confirmed
Constantin Cotzias nominated as preferred candidate:
— Constantin would bring a strong understanding of financial markets,
data, technology and experience in growing data-focused businesses.
— Particular consideration was given to Constantin’s time commitment in
relation to his executive role at Bloomberg.
— The potential for conflict between Constantin’s executive role and his
directorship at Clarksons was considered, and it was concluded that no
conflicts existed.
Formal recommendation by
Nomination Committee to Board
and Board approval
Approved by the Board with effect from 5 August 2024.
Induction programme agreed
Details of our induction programme can be found below.
Induction
All newly appointed Directors
receive a comprehensive induction
programme which is tailored to their
needs. The Chair and the Group
Company Secretary are responsible
for designing an effective induction
programme, with the objectives of:
— Facilitating the Director’s
understanding of the Group
from both an internal and an
external perspective: its culture,
stakeholders, key businesses and
markets, and operations on the
ground;
— Providing them with any key
insights into Committee-specific
matters, as relevant; and
— Enabling their effective
contribution to the Board as early
as possible.
1 0 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Election and re-election
of Directors
The Code sets out that all Directors
should offer themselves for election
by shareholders at the first AGM
following their appointment,
and for re-election on an annual
basis thereafter. The Nomination
Committee leads the process for
evaluating whether the Board should
recommend the election/re-election
of Directors to shareholders. In
forming a recommendation to
the Board, it takes account of
the contribution to the Group’s
strategy, performance, time
commitment and independence
of each Non-Executive
Director. The appraisals of
the Executive Directors are
also considered by the Board
prior to their re-election being
recommended.
Contribution to strategy
The contribution that each Director
makes to the Group’s strategy is set
out in their biographies on pages 89
to 91.
Director performance reviews
The process by which the
performance of the Directors
is reviewed is set out on
page 106. The reviews concluded
that each of the Directors continues
to perform effectively and to
demonstrate commitment to
their role.
Time commitment
Although the letter of appointment
of each Non-Executive Director
includes an anticipated time
commitment, the letter also states
that Directors are expected to
commit sufficient time to their
directorship to discharge their
obligations to the Company.
The Nomination Committee reviewed
the time that each Non-Executive
Director commits to the Company
and was satisfied that this was
sufficient to discharge their duties
fully and effectively in each case.
The Nomination Committee also
considered the external directorships
and other commitments of each
Director and confirmed that they
did not give rise to any concerns
that each Director was not able
to commit sufficient time to their
directorship at the Company.
Independence
The Nomination Committee
assesses the independence of the
Non-Executive Directors against
the criteria set out in the Code.
This highlights that to be classed
as independent, non-executive
directors should be independent
in character and judgement and
free from any relationships or
circumstances which may affect
that judgement. The Nomination
Committee assesses independence
annually prior to recommending the
election/re-election of the Directors.
However, the Nomination Committee
also revisits its assessment as
and when there are any changes
in circumstances and prior to
recommending any reappointments
for a further term to the Board.
During its annual assessment, the
Nomination Committee satisfied
itself that there had not been any
changes in circumstances which
would impact on the previous
assessment that all Non-Executive
Directors were independent.
Conclusion
The Board approved the Nomination
Committee’s recommendation that
each Director should be proposed
for election/re-election at the 2025
AGM. Further information about the
Directors, which highlights their skills
and areas of expertise, is set out on
pages 89 to 91.
Development
As part of our ongoing development,
the Board receives briefings on legal,
regulatory and governance matters
as they arise. Details of training
sessions held during the year can
be found on page 107.
To improve our understanding and
knowledge of the business, senior
managers make presentations to
the Board on strategic matters
and key industry and business
developments. This also provides us
with an opportunity to engage with
employees who may be considered
as part of succession planning.
During the year, we received
updates on the market outlook, and
deep-dives into key business lines
were presented during the Board’s
visit to Aberdeen (read more on
page 98). To ensure our ongoing
awareness of Group policies and
procedures, we also complete the
online training modules that are
mandatory for employees.
1 0 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O M I N A T I O N C O M M I T T E E R E P O R T C O N T I N U E D
The Board is committed to supporting
the work of the Group to look for new
and innovative ways to ensure a diverse
and inclusive workforce at every level of
the organisation.
Board
We recognise that diversity, in its
broadest sense, is a key driver of an
effective board. We strive to ensure
that we have a diverse board comprised
of individuals with a broad range of
backgrounds, skills, experience, expertise
and perspectives, and which utilises
these qualities in order to generate
effective debate, challenge, problem
solving and decision-making.
We have adopted a Group Diversity and
Inclusion Policy, which also incorporates
our approach to Board diversity. This
confirms that the Board strongly
supports the principle of boardroom
diversity, which includes a number of
aspects including gender, ethnicity,
disability, religion and political views. It
does not include measurable targets for
any aspect of diversity and explains that
all appointments are subject to formal,
rigorous and transparent procedures
and should be made on merit against a
defined job specification and criteria.
As at 31 December 2024, the Board
had met the recommendation under
the Listing Rules and the FTSE Women
Leaders Review to have at least one
woman in a senior Board role (through
the appointment of Sue Harris as SID).
The Nomination Committee remains
cognisant of the target for 40% female
representation on the Board and will
take account of this in future succession
planning, always noting that our
priority remains the identification of the
strongest candidate for the role, based
on clear and objective search criteria.
As at 31 December 2024, one member
of the Board was from a minority ethnic
background, meeting the target set
out in the Listing Rules and the Parker
Review recommendations.
Workforce
Our people are the driving force of our
Company, and we are committed to a
diverse and inclusive workplace where
we prioritise their health, wellbeing and
development. Our senior leaders and
the wider business understand the value
of an inclusive culture, where everyone
has an equal chance to do well, and
where all people can thrive and develop,
helping the business to grow. We can
see this represented in our nationality
statistics – our workforce is made up of
individuals from 60 different countries
across the globe, which creates a vibrant
and energetic environment that truly
celebrates the varied cultures of those
who work for us.
Our DEI focus prioritises practical steps
that deliver tangible results including
recruiting a workforce which represents
people across all identities and
backgrounds by diversifying our pool of
candidates and recruitment channels.
We afford all our employees the same
career opportunities through clarity of
expectation and consistent assessment
and promotion criteria, and ensure our
staff feel part of the wider Clarksons
global community through engagement,
communication and support. We
are improving our understanding of
our workforce through data capture
and analytics. An example of this in
action is the cohorts of the Global
Trainee Broker Programme in 2023
and 2024. The cohort was made up of
multiple nationalities across a number
of offices and was over 35% female.
Further examples of how we are
strengthening our diverse pipeline
include:
— Partnering with Encompass Equality
as one of its founding members
to increase diversity, equity and
inclusion within the Group, with
a focus on female retention and
progression.
— Increasing the coverage and scope
of our demographic data for
current employees to better assess
our diversity and identify areas to
focus on.
— We are establishing a Women at
Clarksons Committee to focus on
employee-led initiatives already
happening in the business.
BOARD AND SENIOR MANAGEMENT DIVERSITY
AS AT 31 DECEMBER 2024
BOARD –
ETHNICITY
BOARD –
GENDER
BOARD –
AGE
EXECUTIVE
COMMITTEE –
GENDER
EXECUTIVE COMMITTEE
AND DIRECT REPORTS
– GENDER
1
2
1
2
1
2
1
2
1
2
1. White
7
2. Mixed/multiple
ethnic group
1
1. Male
5
2. Female
3
1. 50-59
4
2. 60-69
4
1. Male
17
2. Female
3
1. Male
227
2. Female
60
DIVERSITY
1 0 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The Board is cognisant that changes
in strategy, personnel and the
external environment may need
to drive changes in the way that
we operate in order to maximise
our effectiveness. We therefore
recognise the benefits of regularly
evaluating our own effectiveness
and that of our Committees (at least
annually) so that we can take any
actions necessary to ensure that
we continue to perform effectively.
2024 review
The 2024 review was internally
facilitated. The Nomination
Committee led the review.
An overview of the process
is provided to the right.
Outcome
The Board review highlighted
the collaborative dynamics in the
boardroom, emphasising the positive
and constructive atmosphere which
facilitates good dialogue between
both the Non-Executive and the
Executive Directors. As in previous
years, the review also highlighted the
benefit obtained from more informal
Board interaction which facilitates
the discussion of topics in a wider
context. A number of areas were
proposed for deep-dive discussions,
and these are being incorporated
into the 2025 Board programme.
The Board Committees were
confirmed to be operating
effectively, and fulfilling their
Terms of Reference.
Nomination Committee members
highlighted the importance of
maintaining the focus on succession
planning and further enhancing
members’ understanding of
internal talent.
The Audit and Risk Committee noted
the need to remain up to date with
developments around ESG matters
and risks in relation to sanctions,
and agreed that further training
on these areas should be arranged
for 2025. The Audit and Risk
Committee was also cognisant of
the need to maintain its focus on the
work being undertaken to comply
in 2026 with the new provision 29
of the UK Corporate Governance
Code regarding the effectiveness
of material controls.
Members of the Remuneration
Committee signalled the need
to stay abreast of global market
remuneration trends.
Director performance reviews
The performance of the
Non-Executive Directors is reviewed
annually in tandem with the Board
and Committee performance
reviews, and the Nomination
Committee agrees the approach
to be taken.
The performance of the Chair
and the Non-Executive Directors
was considered focusing on the
contribution made by each Director
over the year, how that contribution
was made and their commitment
to the role. The SID met separately
with the Non-Executive Directors
to seek feedback on the Chair’s
performance, and discussed the
output with the Chair.
The performances of the CEO
and the CFO & COO were also
appraised separately, and feedback
was presented to the Remuneration
Committee as part of the annual
remuneration review.
It was concluded that each Director
continued to perform effectively
and to demonstrate commitment
to their role.
Stages of the Board and
Committee performance review
October 2024
Approach and areas of focus
agreed by the Nomination
Committee
November–December 2024
Questionnaires completed
One-to-one meetings between
the SID and other Directors to
consider the performance of
the Chair
January 2025
Output reviewed and discussed
with the Chair, SID and
Committee Chairs
Areas of focus for 2025 agreed
February 2025
Feedback discussed and action
plans approved by the Board
and its Committees
1 0 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O M I N A T I O N C O M M I T T E E R E P O R T C O N T I N U E D
BOARD AND COMMITTEE PERFORMANCE REVIEWS
BOARD
Enhance some of the skills present in the boardroom
Fulfilled through the appointment of Constantin
Cotzias in August 2024.
Read more
Board appointments on page 103.
Continue to provide opportunities for less formal
interaction between Directors
The mid-year Board and Committee meetings were
held in Aberdeen, providing more opportunities for the
Board to interact informally both with each other and
with senior employees.
Read more
Board visit to Aberdeen on page 98.
Business presentation at Board meetings to be
continued
Presentations through the year included the Gibb
Group and Clarksons Offshore and Renewables
businesses.
NOMINATION COMMITTEE
Maintain the focus on succession planning
Continued to be an area of focus.
Read more
Succession planning on page 102.
AUDIT AND RISK COMMITTEE
Training to be undertaken on ESG matters
and risks around cyber security
Training sessions were held during the year, facilitated
by the Group Head of HR and the Chief Security
Officer respectively.
REMUNERATION COMMITTEE
Stay abreast of market developments
regarding remuneration
In-person updates provided by the Remuneration
Committee’s remuneration advisor, as well as the
circulation of relevant market updates.
Training to be undertaken on financial crime
legislation
Training session held during the year.
1 0 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2023 review
The principal actions arising from the 2023 review have all been completed as set out below:
COMPOSITION AND MEETING ATTENDANCE
Meetings
Sue Harris (Chair)1
4/4
Martine Bond
4/4
Con Cotzias2
1/1
Dr Tim Miller
4/4
Heike Truol3
3/3
1 Sue Harris satisfies the requirement for the Committee to have a member with
recent and relevant financial experience given that she is a chartered management
accountant and gained a broad range of experience in senior finance roles during
her career.
2 Appointed as a member with effect from 5 August 2024.
3 Stepped down as a member with effect from 5 August 2024.
Other regular attendees at meetings include:
— CFO & COO and senior management in Finance
— Group Company Secretary
— Lead Audit Partner and Group Audit Director, PwC
AT A GLANCE
RETAINING OUR FOCUS ON
THE INTEGRITY OF OUR
FINANCIAL REPORTING
AND OUR ROBUST RISK
MANAGEMENT SYSTEMS.
Sue Harris
Audit and Risk Committee Chair
HOW THE AUDIT AND RISK COMMITTEE SPENT ITS TIME
1
2
3
4
5
1. Financial reporting
All matters relating to the release of
preliminary and interim results and
trading statements, including key
judgements and estimates, viability
and going concern assessments
and the Annual Report.
2. External audit
Regular updates from the External
Auditor on audit plans, progress
and findings; private sessions with
the External Auditor (without
management present); and the
recommendation to the Board to
reappoint the External Auditor.
3. Internal audit
Regular review of plans and reports
from internal audit outsourced
partners, and the annual review
of their effectiveness.
4. Risk management
and internal controls
Strengthening the internal control
framework and implementation
of the next phase of our new
global financial system, as
well as regular updates on risk
management, cyber security,
compliance (including sanctions)
and litigation.
5. Governance
Various matters including the
annual review of the Audit and
Risk Committee’s effectiveness
and its Terms of Reference.
1. Financial reporting
15%
2. External audit
31%
3. Internal audit
16%
4. Risk management and
internal controls
35%
5. Governance
3%
Read more
The skills and experience of Committee
members, on pages 88 to 91.
The role and responsibilities of the Committee,
on page 92.
The annual review of the Committee’s
effectiveness, on pages 106 to 107.
Click to find out more
The full Terms of Reference for the Committee
at www.clarksons.com/home/investors/
corporate-governance
1 0 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A U D I T A N D R I S K C O M M I T T E E R E P O R T
and understandable and provides
the necessary information to
shareholders to assess the Group’s
position and performance,
business model and strategy.
This is described in more detail
on page 111.
External audit
The Committee has an open
relationship with the External
Auditor, and effective and timely
communication is key to this. We
have had regular private meetings
with the External Auditor during
the year in order to allow both
Committee members and the
Auditor to raise any issues directly.
I have also met regularly with Tim
McAllister, our new external audit
partner at PwC.
Internal audit
Our internal audit programme has
continued to focus on our biggest
risk areas, providing the Committee
with assurance over these and
making recommendations to
enhance the control environment.
Risk management and
internal controls
The Committee has continued
to play a key role in promoting
the maintenance of a robust risk
management framework and
internal control environment.
Management has remained
focused on the implementation
of our new global financial
system which is providing
significant improvements,
efficiency and transparency
in our financial control and
reporting processes. Phase 3 was
completed successfully during
the year, whilst phase 4 went
live in early 2025. The majority
of our global locations are now
using the system. It is already
delivering benefits including
less reliance on manual controls
and enhanced management
information. The Committee
received regular updates on the
implementation throughout the
year and was satisfied that the
approach being taken did not
expose our financial reporting
to any significant risks. We will
gain further assurance over this
during 2025, through an internal
audit review of the implementation
Sue Harris
Audit and Risk Committee Chair
in our largest location in London,
including the extent to which
revised processes and controls
have been embedded.
We have continued to consider
evolving reporting requirements
in this area, particularly the
updated provision 29 of the UK
Corporate Governance Code
which will be effective for the
year ended 31 December 2026.
A comprehensive review of
controls across the Group has
commenced to identify those
controls which are deemed to
be material and to ensure they
are appropriately embedded
within our risk management
framework. The Committee is
satisfied with the approach being
taken and the ongoing work will
remain an area of focus in 2025.
Governance
The Committee’s performance and
effectiveness were reviewed as part
of the internal Board evaluation
undertaken during the year, more
details of which can be found on
page 106. I am pleased to confirm
that the evaluation confirmed
that the Committee is operating
effectively and fulfilling the duties
delegated to it by the Board.
I would like to welcome Constantin
Cotzias who joined as a Committee
member in August 2024, and to
thank Heike Truol who stepped
down as a Committee member
after four years.
The Board remains satisfied
that the Committee as a whole
has experience and technical
competence relevant to the sector
in which we operate, and that the
Committee members have the
appropriate knowledge, skills and
experience to enable effective
challenge and fulfil the duties
delegated to the Committee.
To enhance this further, the
Committee received training on
sustainability reporting during
the year.
Sue Harris
Audit and Risk Committee Chair
7 March 2025
I AM PLEASED TO PRESENT
OUR AUDIT AND RISK
COMMITTEE REPORT
FOR THE YEAR ENDED
31 DECEMBER 2024.
This report provides shareholders
with an update on our key areas of
responsibility: financial reporting,
external audit, internal audit and risk
management and internal controls.
Financial reporting
The Group recognises the importance
of robust and informative financial
reporting to investors, and the
Committee places significant
emphasis on overseeing the quality
and integrity of the Group’s reporting
processes, accounting policies and
practices. The Committee reviewed,
and where necessary challenged, the
significant financial judgements and
estimates made by management in
respect of the 2024 half year and full
year results, supported by input from the
External Auditor (PwC). The Committee
considered the financial and narrative
reporting to ensure consistency of the
half year and full year reports before
recommending them to the Board
for approval.
The Committee also undertook a review
of whether the 2024 Annual Report,
taken as a whole, was fair, balanced
1 0 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
SIGNIFICANT ISSUES CONSIDERED IN RELATION
TO THE 2024 FINANCIAL STATEMENTS
RISK OF IMPAIRMENT
OF TRADE
RECEIVABLES
Area of focus
A number of judgements are
made in the calculation of the
provision for impairment of
trade receivables, primarily the
age of the balance, location
and known financial condition
of certain clients, existence of
any disputes, recent historical
payment patterns and any
other available information
concerning the creditworthiness
of the counterparty.
Audit and Risk Committee
review and conclusion
The Audit and Risk Committee
discussed with management its
analysis, associated judgements,
the related controls and its
conclusions.
The Audit and Risk Committee
is satisfied with management’s
judgements and that the level
of provisioning of £22.0m is
consistent with the analysis.
The Audit and Risk Committee
discussed with the External
Auditor its audit procedures
in relation to the provision and
its findings.
CARRYING VALUE
OF GOODWILL
Area of focus
Determining whether an
impairment charge is required
for goodwill involves significant
judgements about forecast
future performance and cash
flows of cash-generating units
(‘CGUs’), including growth
in revenues and operating
profit margins. It also involves
determining an appropriate
discount rate and long-term
growth rate.
Audit and Risk Committee
review and conclusion
The Audit and Risk Committee
discussed with management
the results of its analysis and
evaluated the appropriateness
of the assumptions used within
its impairment test model. It also
considered appropriate stress
testing of assumptions.
The Audit and Risk Committee
is satisfied with management’s
assumptions and judgement,
and with the conclusions not to
record an impairment in any of
the CGUs and that appropriate
sensitivity disclosures have
been included in the financial
statements.
The Audit and Risk Committee
discussed with the External
Auditor the results of its testing,
including its review of the
appropriateness of the discount
rate and growth assumptions.
CARRYING VALUE
OF INVESTMENTS
(PARENT COMPANY)
Area of focus
Determining whether an
impairment charge is required
in the balance sheet of the
Parent Company in relation to
its investments in subsidiaries
involves significant judgements
about forecast future
performance and cash flows
of the underlying investments,
including growth in revenues
and operating profit margins.
It also involves determining an
appropriate discount rate and
long-term growth rate.
Audit and Risk Committee
review and conclusion
The Audit and Risk Committee
discussed with management
the results of its analysis and
evaluated the appropriateness
of the assumptions used within
its impairment test model.
The Audit and Risk Committee
is satisfied with management’s
assumptions and judgement,
and with the conclusion that
no impairment charge on
the investments is required.
The results of the Audit and
Risk Committee’s review of
management’s testing were
subsequently discussed with
the External Auditor.
1 1 0
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A U D I T A N D R I S K C O M M I T T E E R E P O R T C O N T I N U E D
FINANCIAL REPORTING
In reviewing the Company’s half year
and annual financial statements, the
Audit and Risk Committee considers
the overall requirement that the
financial statements present a ‘true
and fair view’ and takes account of
the following:
— The accounting policies and
procedures applied (see note
2 of the consolidated financial
statements on pages 154 to 165).
— The significant issues set out on
the previous page. These areas
were agreed as part of the audit
planning process and the Audit
and Risk Committee discussed
them in detail with management
and the External Auditor
throughout the year.
— Material accounting assumptions
and estimates made by
management (see page 110).
— Compliance with relevant
accounting standards and other
regulatory financial reporting
requirements including the UK
Corporate Governance Code and
the European Single Electronic
Format (‘ESEF’) regulation.
— The effectiveness and application
of internal financial controls.
— The External Auditor’s view of
management’s judgements (as set
out on pages 141 to 143).
The Company has complied with
ESEF, which requires the Annual
Report to be filed in a ‘tagged’
format. The Finance department
(which undertakes the tagging)
has provided the Audit and Risk
Committee with assurance as to
the process by which this has been
completed. The External Auditor is
not required to audit the tagging.
Fair, balanced and understandable
The Audit and Risk Committee
advises the Board as to whether the
Annual Report, taken as a whole, is
fair, balanced and understandable. In
making its assessment in respect of
the 2024 Annual Report, the Audit
and Risk Committee considered that:
— The CFO & COO and Group
Company Secretary oversaw the
production of the Annual Report,
with input and review provided by
a cross-functional team of senior
management.
— The messaging and tone were
agreed at an early stage, and
communicated to all contributors
to ensure consistency between
the narrative and financial
reporting.
— The framework for the document
was reviewed to ensure that it
would drive a clear, balanced
and understandable report from
a shareholder and stakeholder
perspective.
— An extensive verification process
was undertaken to ensure factual
accuracy.
— The External Auditor undertook
comprehensive reviews of
drafts of the Annual Report
and presented the results of its
audit work to the Audit and Risk
Committee.
— Board members received drafts
of the Annual Report for their
review, challenge and input which
provided an opportunity to
ensure that the key messages in
the report were aligned with the
Company’s position, performance
and strategy, and consistent with
the financial results.
The Audit and Risk Committee
reviewed the final draft of the Annual
Report, and paid particular attention
to information and disclosures in the
report in relation to our key risks,
the financial review, strategy, TCFD
and section 172 reporting. The Audit
and Risk Committee also considered
the Annual Report holistically
and satisfied itself on the
following points:
On the basis of the steps put in
place by management and its own
review and challenge of whether
the information necessary for
shareholders and stakeholders to
assess the Group’s position and
performance, business model
and strategy was appropriately
disclosed, the Audit and Risk
Committee concluded that the 2024
Annual Report is fair, balanced
and understandable and advised
the Board accordingly. The Board
concurred with this view and the
statement confirming it can be
found on page 139.
Is the Annual Report fair?
— Are we reporting on both our successes
and opportunities as well as our
difficulties and challenges?
— Are the key messages in the narrative
highlighted appropriately and reflected
in, and consistent with, the financial
reporting?
Is the Annual Report balanced?
— Is there a good level of consistency
between the narrative reporting in the
front and the financial reporting in the
back of the report?
— Are the statutory and adjusted measures
explained clearly with appropriate
relative prominence?
Is the Annual Report understandable?
— Is there a clear and understandable
framework to the report?
— Do we explain our business model,
strategy and accounting policies simply,
using precise and clear language?
— Is the layout clear with good linkage
throughout in a manner that reflects the
Company’s performance and prospects?
1 1 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Viability statement and
going concern
The Audit and Risk Committee
considered and reviewed three
scenarios, with sensitivities, to
assess the long-term viability of
the Group. Those scenarios reflected
key financial drivers, broad business
and external market factors and
principal risks. In preparing their
analysis, management considered
the compounding impact of certain
drivers of performance. The viability
assessment adopted a three-year
time period, which the Audit
and Risk Committee considered
remained appropriate.
The early part of the viability
assessment was used to support the
adoption of the going concern basis
for the preparation of the financial
statements.
The Audit and Risk Committee
was satisfied that the viability
assessment was robust and that it
could recommend it to the Board.
Furthermore, the Audit and Risk
Committee was also satisfied that
the preparation of the financial
statements on a going concern basis
remained appropriate.
Further information about the
viability and going concern
assessments is set out on
pages 80 to 82.
EXTERNAL AUDIT
The Audit and Risk Committee
manages the relationship with
the External Auditor on behalf of
the Board. This includes assessing
its performance, effectiveness
and independence annually;
recommending its appointment
to the Board; and approving its
remuneration.
Appointment and tender
PwC has been the External Auditor
to the Group since 2009 and was
reappointed as External Auditor
in 2018 (in respect of the 2019
audit cycle) following a competitive
tender process. PwC will be subject
to mandatory rotation in 2029.
Tim McAllister assumed the role of
Lead Audit Partner from the 2024
audit cycle, having shadowed the
previous Lead Audit Partner for
the 2023 audit.
The Company is required to
undertake a mandatory audit
tender process after 10 years and
the decision on precisely when to
undertake such a process will be
taken by the Committee. Having
reviewed this requirement during
the year, the Committee has
concluded that it remains satisfied
with the effectiveness and quality of
PwC’s audit work, their capabilities
and their relationship with the
Group. As a result, it is not currently
anticipated that a tender process
will be conducted before such a
process is required, in respect of
the 31 December 2029 year-end.
Audit planning
The Lead Audit Partner and the
Group Audit Director are invited
to attend all meetings of the Audit
and Risk Committee. At appropriate
points in the audit cycle, PwC
presents reports to the Committee
on its plan and approach for the
full year audit and half year review
(including how audit quality will
be addressed), and the outcome
of their audit work. Prior to these
meetings, PwC engages extensively
with management to ensure that
planning is aligned appropriately
with the key judgement areas
and to challenge management’s
assumptions, judgements and
estimates. The detailed reports that
PwC presents to the Audit and Risk
Committee at the full year and the
half year allow the Audit and Risk
Committee to assess the consistency
of the work undertaken with the
audit plan; and the quality of the
audit, taking note of the level of
professional scepticism employed
and the degree of challenge of
management.
The significant issues considered
in relation to the 2024 financial
statements are set out on
page 110. These areas were agreed
as part of the audit planning
process. The Audit and Risk
Committee has not requested
that the External Auditor review
any further areas falling outside of
the scope agreed at the start of
the audit.
1 1 2
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A U D I T A N D R I S K C O M M I T T E E R E P O R T C O N T I N U E D
REVIEW AREA
CONCLUSIONS
Planning and delivery
— The audit approach, plan and scope
— Delivery and performance against the audit plan
— Considering whether PwC is appropriately
focused on the most significant risk areas, and the
effectiveness of its review processes and partner
oversight
— The audit partner and team were confirmed to be of
a high quality
— A well planned and delivered audit, with work
completed on schedule and management
comfortable that any key findings had been raised
appropriately
— Active engagement on misstatements and
appropriate judgements on materiality
— Demonstrated a strong understanding of our
business, the wider industry in which we operate and
the risks and challenges we face
— Appropriate focus on the areas of greatest financial
reporting risk
— Reporting to the Audit and Risk Committee was
clear, open and thorough
— An appropriate level of challenge during the course
of the audit, with PwC and the Audit and Risk
Committee challenging management’s judgements
and assertions on key accounting judgements
Resources
— The qualifications, experience and expertise of the
audit team
— The availability of the necessary resources
— The audit team’s knowledge of the Company and
the environment in which the Group operates
Communications
— The communication and engagement between
management and PwC, and management’s
responsiveness to requests from PwC for
information
— The content and quality of PwC’s written
reports and contributions to the Audit and Risk
Committee’s discussions
Challenge
— The extent to which PwC demonstrates
professional scepticism and challenges
management
— The confidence of the Audit and Risk Committee
in PwC’s judgements and its transparency with the
Committee
Quality
— PwC’s quality control procedures and how these
support the delivery of a high-quality audit
— The latest FRC Audit Quality Inspection report on
PwC and actions being taken by PwC to address
the findings raised
Following its annual review of effectiveness of the External Auditor, the Audit and Risk Committee reported its
findings to the Board, concluding that PwC remained effective and had delivered a quality audit.
Effectiveness
Alongside ongoing review throughout the year, the Audit and Risk Committee conducts an annual assessment of
the effectiveness of the External Auditor and the external audit process. The views of members of the Audit and Risk
Committee and management are sought and the areas covered include:
1 1 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Independence
The Committee regards the
independence of the External
Auditor as absolutely crucial in
safeguarding the integrity of the
audit process. Processes (as set out
to the right) have been implemented
by both the Group and the External
Auditor to safeguard the latter’s
independence from the Company.
The External Auditor confirmed
that all partners and staff involved
with the audit had complied with
their ethics and independence
procedures during the year. No other
areas of concern were raised during
the year, and the Audit and Risk
Committee remains satisfied that
the independence and objectivity
of PwC have been maintained.
Auditor reappointment
Taking into account the review of
effectiveness and independence of
the External Auditor, the Audit and
Risk Committee recommended to
the Board the reappointment of
PwC. Resolutions reappointing PwC
as External Auditor and authorising
the Directors to set the Auditor’s
remuneration will be proposed at
the 2025 AGM.
Statutory Audit Services Order
The Audit and Risk Committee
confirms its compliance for the
year ended 31 December 2024
with the Competition and Markets
Authority’s Statutory Audit Services
for Large Companies Market
Investigation (Mandatory Use of
Competitive Tender Processes and
Audit Committee Responsibilities)
Order 2014.
INTERNAL AUDIT
Internal audit is one of the principal
elements of the Group’s internal
control system and provides the
Audit and Risk Committee with
independent assurance over, and
insight into, the effectiveness of risk
management systems, governance
processes and business controls.
Recommendations are made to
address any key findings and
improve processes.
Group activities
Grant Thornton was appointed by
the Audit and Risk Committee as
an outsourced partner to provide
internal audit activities in the
wider Group in late 2018 following
a competitive tender process.
Grant Thornton is considered by
the Audit and Risk Committee to
be independent.
A rolling three-year plan, which
is aligned to the principal risks
and focuses on the biggest
risk areas, is in place to ensure
appropriate coverage of key internal
controls. The plan is approved
annually, but remains under review
and subject to change throughout
the year to reflect any changes in
risk profile, strategic and business
objectives, regulatory changes and
the wider external environment.
Progress against the plan is
monitored by the Audit and Risk
Committee through regular updates
on activities and on the status of
actions arising from previous audits.
In 2024, audits were carried out
on Sanctions, Cyber Security, ESG
Approach, Minimum Controls
Framework Testing and Expenses.
No high-risk issues were identified
through the course of the audits
and implementation of audit actions
is being tracked through regular
updates to the Audit and Risk
Committee.
The Committee Chair meets
separately with Grant Thornton
to receive updates on planned
and completed internal audit
activities. The Audit and Risk
Committee meets privately
with Grant Thornton without
management present at least
once every year in order that
Grant Thornton can raise any
issues directly.
PwC’s annual
independence letter
Provides the Audit and Risk
Committee with assurances over
the internal control procedures
PwC has in place to safeguard
its independence and objectivity,
including confirmation that it
operates in accordance with
the ethical standards required
of audit firms, and that all its
partners and staff involved with
the audit do not have any links
to the Group.
Non-Audit Services Policy
Mandates that the External
Auditor and their associated
audit network firms will not be
used for any non-audit services,
other than certain prescribed
exceptions. The exceptions
relate to where services
are required by statute or
regulation; or the local statute
law permits the provision of
such services, and the External
Auditor is best placed to
preserve the quality of the
non-audit service and there are
limited feasible alternatives.
Note 3 on page 167 provides
further information on the fees
paid to the External Auditor
during the year.
Policy on Employment of
Former Employees of the
Statutory Auditor
Requires the External Auditor’s
internal independence team
to be consulted if a Group
company wishes to consider
employing a person who has
been a member of the audit
team within the past 24 months.
The Group has not employed
any member of the audit
team or audit partners during
the year.
1 1 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A U D I T A N D R I S K C O M M I T T E E R E P O R T C O N T I N U E D
The Audit and Risk Committee reviewed
the effectiveness of the internal audit
services provided by Grant Thornton
during the year. This assessment focused
on the purpose, processes, performance
and relationships with Grant
Thornton. The Committee concluded
that Grant Thornton remained effective.
At the time of Grant Thornton’s
engagement, the appointment of an
outsourced partner had been agreed
to be the most effective approach to
supporting internal audit activities,
and the Committee is satisfied that
the current arrangements continue to
provide effective assurance over the
risk and control environment.
Clarksons Securities AS
(‘Securities AS’)
Due to its regulated status, a separate
internal audit arrangement is in place
for our banking and finance operations
headquartered in Norway. During 2024,
KPMG performed this function on an
outsourced basis. The Securities AS
board approves the annual plan and
reviews the results of audits. An update
on activities was provided regularly to
the Audit and Risk Committee. There
were no significant issues identified
during the year.
INTERNAL CONTROLS AND
RISK MANAGEMENT
Together with the Board, the Audit
and Risk Committee is responsible
for reviewing the adequacy and
effectiveness of the Group’s system
of internal control and the risk
management framework.
Internal controls
The Group’s system of internal control
allows the Group to safeguard its assets,
prevent and detect material fraud
and errors, and ensure accuracy and
completeness of its accounting records
which are used to produce reliable
financial information. It is designed to
manage, rather than eliminate, the risk
of failure to achieve business objectives,
and can only provide reasonable and
not absolute assurance against material
misstatement or loss. Key features of
our system of internal control are set
out to the right.
INTERNAL CONTROL FRAMEWORK
Governance Framework
A defined schedule of matters reserved for the Board, which
is reviewed by the Board annually, supported by a governance
framework with defined responsibilities and authorities.
Operating framework
Risk management framework
Delegated
authorities
An organisational
structure with clearly
defined levels of
authority, which are
documented through
a matrix of delegated
authorities.
Risk
identification
and
monitoring
An embedded risk
management process,
underpinned by
associated controls,
which includes
monitoring and
assessing current and
emerging risks and
regular review of the
risk register.
Staff
awareness
Documented policies
and procedures,
which have been
communicated across
the Group.
Risk culture
A flat management
structure and culture of
open communication
encourages employees
to highlight emerging
risks and suggest
improvements to
existing processes and
controls.
Promotion of awareness
of key policies amongst
the workforce through
both internal online
training and an annual
requirement for
employees to confirm
that they have read and
will comply with the
Compliance Code, in
which internal policies
are documented.
Financial
controls
A robust system of
financial reporting and
business planning.
A Minimum Controls
Framework which sets
out the minimum level
of financial controls
that should be
operated throughout
the Group.
IT controls
Applied to
applications,
databases and
operating systems,
to ensure appropriate
access to, and
integrity of data.
A robust back-up
system.
Read more
Risk management
on pages 62 to 65.
ASSURANCE FRAMEWORK
Provides independent assurance over the controls in place.
Internal
audit
An internal audit
plan focused on
key risk areas and
Audit and Risk
Committee oversight
of the outcomes,
including any
actions which have
been satisfactorily
completed and those
which are outstanding.
External
audit
Observations from
the External Auditor
on internal controls
(including financial and
IT controls) as part of
the full year audit and
the half year review.
1 1 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
During the year, the Audit and Risk
Committee oversaw the following
actions to further strengthen our
internal controls:
— The completion of phase 3
and planning for phase 4 of
the implementation of our
new global financial system
which is providing significant
improvements, efficiency and
transparency in our financial
control and reporting processes.
— Ongoing review of the Minimum
Controls Framework, which was
enhanced during the year by the
implementation of improvements
suggested during an internal
audit review.
— In preparation for the new
provision 29 under the UK
Corporate Governance Code
(which will be effective for the
year ended 31 December 2026),
a comprehensive review of
controls was commenced to
identify those controls which are
deemed to be material and to
further rationalise the number of
risks and controls. This work is
ongoing and will remain an area
of focus in 2025.
— Implementation of enhanced
access control technologies and
additional security monitoring to
combat increased cyber risk.
Principal risks
The Audit and Risk Committee
regularly reviews the principal risks
and actions to mitigate them. No
changes were made to our principal
risks during 2024. Discussions during
the year focused in particular on the
heightened geo-political uncertainty
and increased cyber risk. The risk
factors associated with both the
macro-economic and geo-political
factors and cyber risk principal risks
were increased during the year.
Risks from climate change continue
to be at the forefront of our thinking
and our strategy explicitly seeks
to work with our clients to reduce
the impact on the environment of
shipping globally. Risks associated
with climate change also remain
an area of focus for the Group’s
stakeholders, and form part of our
risk management processes.
The Audit and Risk Committee has
maintained its focus on our reporting
against the TCFD recommendations
in 2024. The principal areas of focus
have been continuing to evolve our
sustainability framework (which
will in turn impact on our TCFD
disclosures) and on the approach
to extending the limited Scope 3
emissions on which we already
report. Work has continued to assess
all Scope 3 categories in relation
to our largest broking subsidiary,
and to satisfy the Committee of
the robustness of the Scope 3 data
before it is disclosed. Work to evolve
our ESG reporting in anticipation
of the EU’s Corporate Sustainability
Reporting Directive has also
commenced.
Aligned with disclosures in previous
years, both management and the
Audit and Risk Committee remain of
the view that climate change, whilst
not a principal risk for the Group,
does give rise to a number of risks
and opportunities, and is a thematic
risk which potentially impacts across
a number of our principal risks.
Our disclosures against the TCFD
recommendations can be found on
pages 74 and 75.
Further information on all of our
principal risks, the controls in place
and actions taken during the year
to mitigate them can be found on
pages 66 to 70.
Compliance
The Audit and Risk Committee
receives updates at each meeting
on compliance with current and
evolving regulatory requirements,
best practice and areas of focus by
the compliance team. These reports
provide assurance to the Audit
and Risk Committee in respect of
the appropriateness of controls
relating to compliance with laws
and regulations in all jurisdictions in
which the Group operates. Sanctions
regimes have remained complex
and continued to evolve over the
year, requiring increased compliance
oversight.
In order to support employees’
understanding of the standards of
conduct and ethics expected of
them, the Board has approved a
Compliance Code. This includes a
suite of policies that mitigate ethics
and compliance risks, which all
employees and contractors must
comply with. Annual training is
provided which all employees must
complete. In addition, the Group’s
regulated businesses are subject to
further compliance requirements
which are set out in local compliance
manuals. Embedding of policies
and processes is supported by a
global compliance team, which was
further strengthened during the
year. The Audit and Risk Committee
is satisfied that the team has the
necessary skills and experience to
fulfil its duties.
Further details regarding our
policies and procedures in relation
to anti-bribery and corruption,
anti-money laundering and sanctions
can be found on page 58.
Conclusion
The annual review of risk, controls
and risk management processes
was overseen by the Audit and Risk
Committee. On the recommendation
of the Audit and Risk Committee,
the Board concluded that:
— The Group’s systems of internal
control and risk management
were appropriately designed
and operated effectively during
the year;
— No significant control deficiencies
had been identified during the
year;
— The residual risks fall within the
risk appetite for the Group; and
— Given the comprehensive nature
of the annual formal assessment
of risks and the regular
monitoring throughout the year,
it was satisfied that there were
no significant known emerging
risks which could materially
impact on the achievement of the
Group’s strategic objectives in the
near term.
1 1 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A U D I T A N D R I S K C O M M I T T E E R E P O R T C O N T I N U E D
COMPOSITION AND MEETING ATTENDANCE
Meetings
Current Directors
Dr Tim Miller (Chair)1
3/3
Martine Bond
3/3
Laurence Hollingworth
3/3
Former Director
Birger Nergaard2
1/2
1 Prior to his appointment, Dr Tim Miller had served on a remuneration committee for
at least 12 months, and has previously served on (and chaired) the remuneration
committee of other organisations.
2 Unable to attend one meeting due to illness. The Chair ensured that there was
an opportunity for Birger to provide comments on the business of the meeting
in advance.
Other regular attendees at meetings include:
— CEO and CFO & COO
— Group Head of HR
— Group Company Secretary
— Remuneration Committee advisor
REMUNERATION COMMITTEE – AT A GLANCE
WE HAVE ADOPTED A PROACTIVE APPROACH
TO REACHING OUT TO OUR SHAREHOLDERS.
Dr Tim Miller
Remuneration Committee Chair
HOW THE REMUNERATION COMMITTEE SPENT ITS TIME
1
2
3
4
5
1. Individual remuneration
arrangements
10%
2. Performance-related
incentive schemes
16%
3. Remuneration in the wider Group
35%
4. Strategy (including shareholder
engagement)
25%
5. Governance
14%
1. Individual remuneration
arrangements
Confirmation of remuneration
outcomes in respect of 2023 for
the Executive Directors, including
the non-discretionary bonus
outturn and the assessment of
non-financial objectives for the
CFO & COO.
2. Performance-related incentive
schemes
Including 2023 bonus outturn,
performance measures and
targets for the 2024 performance
year, and parameters and
quantum of awards to be made
under the LTIP in 2024.
3. Remuneration in wider Group
Annual review of workforce
remuneration and gender pay
gap reporting.
4. Strategy (including
shareholder engagement)
Review of the Company’s
remuneration arrangements in
the context of the wider market;
and shareholder engagement
strategy ahead of, and following,
the 2024 AGM.
5. Governance
Various matters including
the annual review of the
Remuneration Committee’s
effectiveness, its Terms of
Reference and the annual
review of the effectiveness of
the Remuneration Committee’s
advisor.
Read more
The skills and experience of Committee members,
on pages 88 to 91.
The role and responsibilities of the Committee,
on page 92.
The annual review of the Committee’s
effectiveness, on pages 106 to 107.
Click to find out more
The full Terms of Reference for the Committee at
www.clarksons.com/home/investors/corporate-
governance
1 1 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T
ALIGNING EXECUTIVE
PAY WITH OUTSTANDING
PERFORMANCE
Wider context
2024 was another highly
successful year for the Company
with underlying profit before
taxation1 of £115.3m (2023:
£109.2m), reported earnings per
share of 277.1p (2023: 275.2p) and
increased free cash resources1 of
£216.3m (2023: £175.4m).
This improved financial position,
strong free cash flow and
forward visibility, provided by an
increased forward order book
of US$231m, gives the Board
continued confidence in our
progressive dividend policy,
increasing the annual dividend
for the 22nd consecutive year to
109p. Company outperformance
is also evidenced through the
continued delivery of superior total
shareholder returns (‘TSR’) with
a 10-year TSR of 177% (compared
with 68% for the FTSE 250) and
approximately 11% over the last
three years (compared with minus
3% for the FTSE 250).
The performance of the business
is the direct result of a clear,
innovative and well-executed
strategy driven by our Executive
Directors and the Board. These
results have been achieved by
focusing on all aspects of the
business, being thought leaders
in the evolution of our industry
and ensuring the Company is
positioned to benefit from market
opportunities whilst at all times
maintaining the highest levels
of client service and regulatory
standards. These results reflect
decisions taken over many years
to invest in people, technology
and data, together with corporate
acquisitions, to broaden our
product, sector and global offer.
We understand that our pay
arrangements have not accorded
with standard FTSE 250 practice
for many years and we were
pleased to see the leading
shareholder bodies update their
guidance in the year to recognise
the need for companies to pay
competitively. At Clarksons,
our pay arrangements are
embedded across the Company
as a whole and, consistent
with all forms of brokerage
businesses, include a substantial
component of annual bonus
linked to individual contribution
to overall profitability (in the form
of actual or quasi-commission
arrangements). The pay of our
Executive Directors reflects these
norms although, importantly,
balanced through the very
significant shareholdings which
our Executive Directors have
built up over many years. In the
view of the Committee, this has
been instrumental in delivering
outstanding shareholder value,
and incentivising and retaining our
highly effective and long-serving
Executive Directors. Those
shareholders who have held our
shares for an extended period
understand the market in which
we operate and the success of the
Directors’ Remuneration Policy
(the ‘Policy’), both in our specific
context and against the delivery
of the strategy. We hope that our
performance and the success of
the business again justifies our
shareholders’ support.
Performance and reward for 2024
Our full year performance bonuses
were, as in previous years, based
on a bonus pool linked to Group
underlying profit before taxation1
targets, which essentially operates
as a profit-sharing arrangement.
At the beginning of 2024, and in
keeping with previously successful
years where bonus thresholds
were increased, the Remuneration
Committee assessed the threshold
levels for 2024 and increased them
by 6%.
Dr Tim Miller
Remuneration Committee Chair
ON BEHALF OF THE
BOARD, I AM PLEASED
TO INTRODUCE THE
DIRECTORS’ REMUNERATION
REPORT FOR THE YEAR
ENDED 31 DECEMBER 2024.
1 Classed as an APM. See pages 215 and 216 for
further information on APMs.
1 1 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
The awards granted to the
Executive Directors under the
Long Term Incentive Plan (‘LTIP’)
on 19 April 2022 were subject to
challenging absolute EPS and
relative TSR performance targets.
In 2024, the performance of the
Group was such that a 87.02%
vesting was achieved.
Our Executive Directors have both
served the Company since 2006,
and this is therefore the 16th year
whereby long-term incentives were
capable of vesting. During their
tenure, shares dependent on EPS
targets have fully vested in only
four years, partially vested in three
years and lapsed completely in nine
years and shares dependent on
TSR targets have fully vested in five
years, partially vested in 10 years
and lapsed completely in one year.
Consequently, on only two occasions
during the tenure of our current
Executive Directors, has the LTIP
vested in full, confirming that the
targets set for the LTIP are stretching
and challenging.
On assessing the outturn, the
Remuneration Committee was
satisfied that this was appropriate.
Policy
Over the last 19 years, the
Company’s approach has led to the
consistent delivery of exceptional
returns for shareholders through
the provision of a clear alignment
between performance and reward.
While our model is highly unusual
in the context of a UK-listed
company, it should be noted that it
is very much the norm in shipping
brokerage businesses and, indeed,
in wider brokerage firms and
many other aspects of financial
services. The principal difference
between our pay model and
more normal arrangements is the
operation of what some consider
to be an uncapped bonus plan (the
plan operates over fixed percentages
of profit, is therefore aligned with
the shareholder experience, and is
capped by reference to those profits
although there is no monetary cap
on what an individual may receive).
We believe that substantially
all brokerage firms offer these
arrangements and it is here that
we compete for talent (rather than
against other FTSE 250 companies
generally). We continue to believe
that this model has served the
Company and its shareholders very
well over many years, being a clear
contributor to the Company growing
to become the clear number one
shipping brokerage firm globally.
When assessing the effectiveness of
these arrangements, it is essential to
note that:
— The Company only has one other
UK-listed competitor (and of
a much smaller scale), with its
principal competitors, against
which it competes for talent,
being privately owned firms.
— Our CEO’s prime role is as the
Company’s leading ‘star’ broker
with direct responsibility for a
significant proportion of the
Company’s revenue (albeit
increasingly in conjunction with
other leading brokers given
his commitment to developing
colleagues).
It would not be practical to employ
a globally recognised star broker
without a market competitive
bonus plan which recognises their
contribution to overall performance.
Other listed companies have
sought to marry broader market
expectations with this commercial
reality through separation of roles,
ie appointing a non-broking CEO
separate from a non-Board head
of brokerage. While this may be
appropriate on future succession,
it should be noted that experience
elsewhere suggests this can
be destructive of shareholder
value through a combination of
duplication of costs (paying for
two separate executives) and, more
importantly, through slowing down
the decision-making processes
in a fast-paced, highly dynamic
marketplace. It also risks the
retention of our other star brokers if
they feel that their long-term career
aspirations of occupying a combined
role cannot be fulfilled in the
listed arena.
Shareholder engagement
The Committee has not been
complacent in simply staying with
long-term contractual commitments
to operate these arrangements for
the incumbents. It recognises the
default to wider market norms but
also welcomes recent updating of
guidelines by the various institutional
shareholder bodies recognising
the need to ensure that each listed
company operates a pay model
which meets its own culture and
commercial needs. For several
years, we have adopted a proactive
approach to reaching out to our
shareholders and engaged with
our leading shareholders at least
annually. In the last three years,
we have engaged with 26 different
shareholders, in some cases on
multiple occasions, representing over
60% of our share capital. We are
grateful to each of them for the time
they have committed to this process.
Even where shareholders have not
supported our position, feedback
has overwhelmingly recognised
the need to honour contractual
commitments and acknowledging
of the link between performance
and reward. We consider that these
meetings remain critical, both to
explain our position but also to have
an open debate regarding potential
alternative approaches. In the main,
particularly when we meet the fund
managers themselves, we find there
is an increasing acknowledgement
that our approach truly enhances
shareholder value and a frustration
when generic voting policies
prevent their full support. We have
also engaged with the main proxy
agencies and met with them over
this extended period.
We have previously committed
to revising the arrangements on
succession while ensuring that the
core principles which underpin our
success are maintained. The Policy
will be subject to its three-yearly
renewal at the 2026 AGM and
we shall maintain our proactive
approach to engagement
throughout 2025 as we prepare
for its renewal.
1 1 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
It is worth reiterating that both Andi
Case and Jeff Woyda have proven
to be exceptional leaders for our
Company, and can be credited
with developing and executing the
strategy which has seen Clarksons
develop into the industry leader that
it is today, operating from over 60
offices across 25 countries, creating
a team which has grown from 600
to over 2,100 people and securing a
leading position in all market sectors.
The way in which remuneration and
contractual commitments have been
handled has been central to the
Company’s success and has served
shareholders well since Andi became
CEO in 2008 and Jeff became CFO
in late 2006 (and also became
COO in 2015). During their tenure at
the helm:
— Clarksons’ share price has
increased from a low point in
December 2008, following the
credit crunch and collapse of
freight rates, of £3.20 to £39.55
(as at the end of the financial
year), a 1,136% increase in absolute
terms, and an outperformance of
the FTSE 250 by 902% over the
same time.
— Ordinary dividends have
increased by 143%, in line with
our commitment to a progressive
dividend policy which has been
unbroken for 22 years.
— £308.6m has been paid in
dividends to shareholders.
Implementation of the Directors’
Remuneration Policy in 2025
The Policy will be implemented
in 2025 for Executive Directors as
follows:
— Salary: There will be no change to
Executive Directors’ salaries. This
means that the CEO’s salary is
unchanged since his appointment
as CEO in 2008, and the CFO
& COO’s remains unchanged
since 2015.
— Annual bonus: Performance
bonuses continue to be linked to
the Group’s underlying adjusted
pre-tax profits for the year. No
bonuses are payable to Executive
Directors below a threshold level
of profit. The CFO & COO’s share
of the pool varies depending upon
the Remuneration Committee’s
assessment of the delivery of his
personal objectives, as explained
in more detail in the main report.
These objectives reflect both his
contribution to business success
and to meeting the Group’s
strategic priorities.
— LTIP: The Executive Directors
will receive LTIP awards
equivalent to 150% of base
salary in 2025. The performance
targets will be, as in prior years,
50% based on EPS in the year
of vesting and 50% based
on relative TSR measured
independently over a three-year
period. The EPS performance
target has been set at a threshold
of 290p to a stretch target of
310p in 2027. The TSR targets
will continue to be measured
relative to the performance of
the constituents of the FTSE
250 Index (excluding investment
trusts). Any vested shares from
the 2025 performance-related
LTIP grant will be subject to a
two-year post-vesting holding
period.
— Share ownership guidelines:
A guideline of two times salary
will continue to apply for
Executive Directors.
Applying a consistent approach to
our pay arrangements over many
years has both provided a clear
incentive for the executives to deliver
for our shareholders over time and
has led to the build-up of significant
shareholdings (approximately 43
times and 14 times salary for the
CEO and CFO & COO respectively),
which is significantly higher than
typical FTSE 250 levels and which,
in turn, reaffirms alignment with
shareholders. This alignment is
further reinforced by the existence of
clawback provisions, four-year bullet
vesting of deferred shares and a
two-year post-vesting holding period
on LTIP awards.
All-employee remuneration matters
The Board remains committed
to giving as many employees as
possible the opportunity to share
in the Group’s success through
all-employee share plans, and I am
delighted that, over the last few
years, we have been able to extend
invitations to participate in our
ShareSave plans (or plans which
operate in a similar way) to around
63% of our employees globally.
We continue to strive to give as
many colleagues as possible the
opportunity to become shareholders
in the Company.
While the Executive Directors
themselves have not received salary
increases since appointment to
their current roles, the Company
continues to recognise the need to
pay other colleagues appropriately
and 85% of the workforce received
bonuses for 2024 with 66% receiving
salary increases.
Conclusion
The remuneration outcomes detailed
in this report rightly reflect the
outstanding and record year of
performance for the business, led by
our Executive Directors. The results
are proof of the successful execution
of the strategy which benefits all
stakeholders and is the driver of
the Policy. We trust that you will
vote in favour of the Directors’
Remuneration Report at the 2025
AGM and we look forward to your
support.
I, together with the Chair of
Clarksons, will be engaging
with major shareholders in the
coming weeks. Should you
wish for a meeting, or have any
questions or comments, please
contact me through the Group
Company Secretary at
company.secretary@clarksons.com
Dr Tim Miller
Remuneration Committee Chair
7 March 2025
1 2 0
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Implementation of the Directors’ Remuneration Policy for 2025
Base salary
No changes have been made to the base salaries of the Executive Directors for 2025, and salaries therefore remain
as set out below:
1 January
2025
£000
1 January
2024
£000
% change
Andi Case
550
550
0%
Jeff Woyda
350
350
0%
Taxable benefits
The taxable benefits received by the Executive Directors in 2024 included a car allowance, private medical insurance
and club memberships. No material changes to taxable benefits are proposed for 2025.
Annual bonus for 2025
The annual bonus opportunity for 2025 will be calculated on the same basis as in previous years and will continue
to be based on a bonus pool derived from Group profit before tax as follows:
— Below a ‘profit floor’ set by the Remuneration Committee: no bonus is triggered; and
— Above the profit floor: an escalating percentage of profits is payable into a bonus pool for progressively higher
profit before tax performance.
As in 2024, the share of the executive bonus pool allocated to the CFO & COO will, in part, be determined by
performance against a series of non-financial, strategic and operational objectives.
The profit floor and thresholds for 2025 have not been disclosed on a prospective basis as these are considered to
be commercially sensitive, although disclosure will be provided retrospectively.
Consistent with the policy applied to the majority of senior employees, 90% of the bonus payable will be paid in cash
with 10% deferred into restricted shares, which vest four years after grant subject to continued employment and
good leaver provisions under the rules of the Long-Term Incentive Plan. The Executive Directors have agreed to this
deferral, although they have no contractual obligation to defer bonuses. Clawback provisions will continue to apply in
circumstances of misstatement or error.
Long-term incentive awards to be granted in 2025
Consistent with past practice, it is envisaged that:
— Executive Directors will receive LTIP awards over shares worth up to 150% of salary in 2025;
— The vesting of 50% of the awards will be determined by the Company’s Earnings Per Share (‘EPS’) for
31 December 2027, as shown in chart (I) on the next page. The EPS for 2024 is shown (blue line) for reference; and
— The vesting of the remaining 50% will be determined by the Company’s Total Shareholder Return (‘TSR’)
performance from 1 January 2025 to 31 December 2027 against the constituents of the FTSE 250 Index (excluding
investment trusts), as shown in chart (II) on the next page. The level of TSR achieved against the FTSE 250 Index
over the last three-year cycle is shown (blue line) for reference.
EPS and relative TSR are considered to be the most appropriate measures of long-term performance for the Group,
in that they ensure executives are incentivised and rewarded for the earnings performance of the Group as well as
returning value to shareholders.
The awards will be subject to clawback provisions and a two-year post-vesting holding period.
ANNUAL REPORT ON REMUNERATION
1 2 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
(I) EPS TARGET RANGE FOR 2025 AWARD
(50% OF AWARD)
(II) TSR TARGET RANGE FOR 2025 AWARD
(50% OF AWARD)
100%
75%
50%
25%
0%
287p
290p
310p
% of EPS award vesting
(50% of award)
EPS target (pence) for FY ended 31 December 2027
for the 2025 award
100%
75%
50%
25%
0%
Median
Upper quartile
1st place
% of TSR award vesting
(50% of award)
TSR ranking at end of three-year performance period
The Remuneration Committee has carefully considered the EPS range for the 2025 award and believes the 290p to
310p range is stretching against market consensus and the actual 2024 EPS delivered.
Fees for the Non-Executive Directors
Fees for the Non-Executive Directors (including the Chair) for 2025 are as set out below. Supplementary fees are
paid in respect of certain additional duties.
2025
£000
2024
£000
% change
Chair
225
210
7%
Non-Executive Director
64
62
4%
Chair of Committee1
19
19
0%
Senior Independent Director1
19
19
0%
Employee Engagement Director1
15
15
0%
Chair of the Trustees of staff pension schemes1
15
15
0%
1 Supplementary fee payable to the Chairs of the Audit and Risk Committee and the Remuneration Committee, the Senior Independent
Director, the Employee Engagement Director and the Chair of the Trustees of staff pension schemes.
2024 EPS
Vesting schedule for 2025 award
Actual result in last three-year TSR cycle
TSR performance range
1 2 2
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Single total figure tables (audited)
The following tables set out the total remuneration paid to the Directors for the years ended 31 December 2024
and 31 December 2023. We consider Clarkson PLC Directors to be the only key management personnel.
Executive Directors
2024
Base salary
£000
Taxable
benefits1
£000
Pension2
£000
Total fixed
remuneration
£000
Performance-
related
bonus3
£000
Long-term
incentives4
£000
Total variable
remuneration
£000
Total
remuneration5
£000
Andi Case
550
17
72
639
11,098
827
11,924
12,564
Jeff Woyda
350
16
46
412
2,870
526
3,396
3,808
Total
900
33
118
1,051
13,968
1,353
15,321
16,372
2023
Base salary
£000
Taxable
benefits1
£000
Pension2
£000
Total fixed
remuneration
£000
Performance-
related bonus
£000
Long-term
incentives6
£000
Total variable
remuneration
£000
Total
remuneration
£000
Andi Case
550
17
72
639
10,412
1,239
11,651
12,291
Jeff Woyda
350
12
46
408
2,693
788
3,481
3,889
Total
900
29
118
1,047
13,105
2,028
15,133
16,180
1 Taxable benefits comprises the gross value of any benefits paid to the Director, whether in cash or in kind, prior to UK income tax being
charged. Further details are provided on page 121. In addition, the following item has been included under taxable benefits:
— Participation by Jeff Woyda in the ShareSave Plan. Where the average share price over Q4 in the year of grant is higher than the option
price, participation is included under taxable benefits. On this basis, participation in the 2024 invitation is included above. Further detail
can be found on page 126.
2 Pension paid as a cash supplement. Further details are included on page 128.
3 Performance-related bonus represents the value of the total bonus, prior to any sums being deferred into shares. See page 124 for further
detail on the 2024 bonus outcome. The bonus reflects the 5.6% increase in underlying profit before taxation. Underlying profit before
taxation is classed as an APM (see pages 215 and 216 for further information).
4 Further detail regarding the vesting outcome is included on page 125.
5 In the year ended 31 December 2024, the aggregate remuneration paid to all Directors who served during the year in respect of
qualifying services (comprising salary/fees, taxable benefits, cash contributions to pension arrangements and performance-related bonus)
was £15.6m.
6 The vesting outcome has been restated based on the actual share price on the date of vesting (15 April 2024, £40.75), having been
estimated in the 2023 Annual Report based on the average share price over the period 1 October 2023 to 31 December 2023.
Non-Executive Directors
Fees1,2,3
£000
Appointment date
(if later than
1 Jan 2023)
Resignation date
(if earlier than
31 Dec 2024)
2024
2023
Current Directors
Martine Bond
62
60
Constantin Cotzias
5 Aug 2024
25
–
Sue Harris
99
97
Laurence Hollingworth
210
210
Dr Tim Miller
95
94
Heike Truol
77
75
Former Director
Birger Nergaard
9 May 2024
21
60
Total
589
596
1 Annual fee for the Chair increased from £185,000 to £210,000 in August 2023 with effect from 1 January 2023.
2 Annual fee for the Non-Executive Directors increased from £57,680 to £61,500 in November 2023 with effect from 1 June 2023.
3 The fees paid to the Non-Executive Directors relate to the period for which they held office.
1 2 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Annual bonus targets (audited)
Consistent with the way in which it operated in prior years, the annual bonus for 2024 was based on the allocation
of the following pool:
Executive Directors: bonus pool
Underlying profit before taxation and bonus (£135.3m)
% of pre-
bonus profit
If profit < £35.64m
0%
If profit > £35.64m then £0m – £71.29m
8%
If profit > £71.29m then £71.29m – £83.11m
12%
If profit > £83.11m then on profits > £83.11m
13%
This formula generated a pool of £14.0m, with the CEO entitled to 79.5% of the pool and the CFO & COO entitled to
17.1% to 20.5% of the pool (dependent on delivery of his personal objectives). The pool operated in exactly the same
way as in prior years. The above percentages reflect the proportion of the pool payable to the Executive Directors
only. For ease, the percentages in the above table have been rounded to the nearest whole number.
The discretionary element of the CFO & COO’s bonus for 2024 was dependent on personal performance against
non-financial objectives set by the CEO and approved by the Remuneration Committee. The objectives set and a
summary of achievements against those objectives are set out below.
Objective
Key achievements
ESG
— Further development of ESG governance through:
— Establishment of the ESG Steering Group, including Terms of Reference and
appropriate membership
— Setting overarching ESG goals, taking account of upcoming reporting
requirements
— Developing an ESG action and implementation plan to identify short-, mid-
and long-term actions
— Actions initiated in preparation for reporting in accordance with mandated
disclosures, eg Corporate Sustainability Reporting Directive
Technology
— Roll-out of Workday Financials to a further 14 locations, substantially increasing
the proportion of accounting entries that do not require manual intervention
— Launch of Trade 2.0 and Sea Contracts 2 within the Sea platform
Group development
— Focus on corporate development initiatives across all divisions
— Integration of Trauma & Resuscitation Services Limited following acquisition
in February 2024
— Focus maintained on succession planning, including hire of CFO, Broking
Risk and compliance
— Group operational resilience frameworks and plan reviewed and enhanced where
necessary
— Upgraded financial crimes risk compliance programmes where appropriate for
each type of financial risk, ensuring each programme is fit for purpose
— AML and market abuse risk assessments completed
— Relationships built with regulators and a network of third-party compliance
support globally
Following consideration of the recommendation from the CEO with regard to the CFO & COO’s performance against
his personal objectives, the Remuneration Committee decided to award the CFO & COO the maximum 20.5% of the
bonus pool.
The bonus is paid 90% in cash and, although they have no contractual obligation, the Directors have agreed that 10%
of the bonus will be deferred into shares, which vest after four years subject to continued employment and good
leaver provisions under the rules of the Long-Term Incentive Plan. Both the cash and share element of the bonus
are subject to clawback where overpayments may be reclaimed in the event of misstatement or error.
1 2 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Long-term incentive award vesting (audited)
Long-term incentives relate to awards granted on 19 April 2022 which vest in April 2025 based on performance
over the three-year period to 31 December 2024. The performance conditions attached to these awards and actual
performance against these conditions are as follows:
Long-term incentive awards: performance outturn
Performance measure
Performance condition
Threshold
target
Stretch target
Actual
% vesting
EPS (out of 50%)
25% of award vesting at
threshold up to 100% of
award vesting at stretch on
straight‑line basis
180p
210p
287p
50
TSR relative to the constituents
of the FTSE 250 Index
(excluding investment trusts)
(out of 50%)
25% of award vesting at
threshold up to 100% of
award vesting at stretch on
straight‑line basis
Median
Upper
quartile
Between
median
and upper
quartile
37.02
Total vesting (out of 100%)
87.02
The awards vested as follows:
Long-term incentive awards: vesting outcome
Executive Directors
Number
of options
granted
Number of
options to
vest
Number of
options to
lapse
Estimated
value of
vested
shares1,2
£000
Andi Case
23,557
20,499
3,058
827
Jeff Woyda
14,991
13,045
1,946
526
1 The estimated value of the vested shares is based on the average share price over the three-month period from 1 October 2024 to
31 December 2024 (£37.50). Cash accrued in respect of dividend equivalents payable on vested shares is also included in the estimated
value. The awards will vest on 19 April 2025. The value of the vested shares will be restated based on the actual share price on the date of
vesting and disclosed in the single figure table in the 2025 Annual Report.
2 The awards were granted on 19 April 2022 based on the average share price over the period 12-14 April 2022 (£35.02). The average share
price over the final three months of the financial year was £37.50, and therefore £50,938 of Andi Case’s vesting amount and £32,415 of
Jeff Woyda’s vesting amount is attributable to share price growth. The value of the dividends as a proportion of the total value of awards
vesting is 7.0% (Andi Case £58,217 and Jeff Woyda £37,048).
1 2 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Scheme interests (audited)
The table below sets out the scheme interests held by the Executive Directors:
Director
Type of
award1
Date of grant
No. of
shares
under award
(01/01/24)
Granted
during
2024
Vested
during
20242
Lapsed
during
2024
Exercised
during
20242
No. of
shares
under award
(31/12/24)
Exercisable
from and/
or vesting
date
Andi Case
Performance
Award
7 May 20
34,190
–
–
–
34,190
–
7 May 23
Deferred
Award
7 May 20
9,952
–
9,952
–
–
–
7 May 24
Performance
Award
13 Apr 21
28,576
–
28,576
–
28,576
–
13 Apr 24
Deferred
Award
13 Apr 21
8,253
–
–
–
–
8,253
13 Apr 25
Performance
Award
19 Apr 22
23,557
–
–
–
–
23,557
19 Apr 25
Deferred
Award
19 Apr 22
13,495
–
–
–
–
13,495
19 Apr 26
Performance
Award
20 Apr 23
26,829
–
–
–
–
26,829
20 Apr 26
Deferred
Award
20 Apr 23
27,305
–
–
–
–
27,305
20 Apr 27
Performance
Award3
19 Apr 24
–
20,496
–
–
–
20,496
19 Apr 27
Deferred
Award4
19 Apr 24
–
25,868
–
–
–
25,868
19 Apr 28
Jeff Woyda Performance
Award
7 May 20
21,757
–
–
–
21,757
–
7 May 23
Deferred
Award
7 May 20
2,573
–
2,573
–
–
–
7 May 24
Performance
Award
13 Apr 21
18,184
–
18,184
–
18,184
–
13 Apr 24
Deferred
Award
13 Apr 21
2,134
–
–
–
–
2,134
13 Apr 25
ShareSave
(option)
1 Oct 21
572
–
–
–
572
–
1 Nov 24
Performance
Award
19 Apr 22
14,991
–
–
–
–
14,991
19 Apr 25
Deferred
Award
19 Apr 22
3,490
–
–
–
–
3,490
19 Apr 26
Performance
Award
20 Apr 23
17,073
–
–
–
–
17,073
20 Apr 26
Deferred
Award
20 Apr 23
7,061
–
–
–
–
7,061
20 Apr 27
Performance
Award3
19 Apr 24
–
13,043
–
–
–
13,043
19 Apr 27
Deferred
Award4
19 Apr 24
–
6,690
–
–
–
6,690
19 Apr 28
ShareSave
(option)5
27 Sep 24
–
606
–
–
–
606
1 Nov 27
1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.
All Performance Awards are subject to performance measures (50% based on relative TSR measured over a three-year performance period
and 50% based on EPS at the end of the performance period).
All Performance Awards have been granted equivalent to 150% of base salary.
Deferred Awards represent a deferral of 10% of bonus and are granted as restricted share awards. Restricted share awards are not subject
to performance conditions. Further restricted share awards will be made to Andi Case and Jeff Woyda in 2025 in respect of the deferral of
10% of their 2024 bonus.
2 Deferred Awards which vested during the year were valued at £501,000 (based on the closing share price on the date of vesting). Gains on
options exercised during the year were valued at £4,187,432 (based on the share price at the time of exercise).
3 Details of the award are set out on page 127.
4 Face values of £1,041,187 (award granted to Andi Case) and £269,273 (award granted to Jeff Woyda) calculated using the share price used
to determine the number of shares under the award (£40.25). This share price was calculated using the average middle market quotation
over the three-day period 16-18 April 2024.
5 Face value of £18,538 calculated using the share price used to determine the number of shares under the award (ie the option price, £30.59). The
option price was calculated using the average middle market quotation over 29 August-2 September 2024, after the application of a 20% discount.
1 2 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Further details of share-based payments during the year are included in note 22 to the consolidated financial
statements.
Long-term incentive awards granted in 2024 (audited)
During 2024 the Executive Directors received LTIP awards over shares worth 150% of salary as set out below:
Long-term incentive awards: grant
Director
Type of award1
Date of
grant
No. of shares
under award
Face value2
Performance
period ends
Vesting date
Andi Case
Performance Award
19 Apr 24
20,496
£824,964
31 Dec 26
19 Apr 27
Jeff Woyda
Performance Award
19 Apr 24
13,043
£524,981
31 Dec 26
19 Apr 27
1 Performance Awards are granted as nil-cost options, which lapse 10 years after the date of grant to the extent not previously exercised.
2 Face value is calculated using the share price used to determine the number of shares under the award (£40.25). This share price was
calculated using the average middle market quotation over the three-day period 16-18 April 2024.
In line with policy, awards will vest three years after the date of grant, to the extent that the performance conditions
(as set out below) are met:
Long-term incentive awards: performance conditions
Performance measure
Performance condition
Threshold target
Stretch target
EPS (out of 50%)
25% of award vesting at threshold up
to 100% of award vesting at stretch on
straight‑line basis
301p
340p
TSR relative to the constituents of the
FTSE 250 Index (excluding investment
trusts) (out of 50%)
25% of award vesting at threshold up
to 100% of award vesting at stretch on
straight‑line basis
Median
Upper
quartile
A post-vesting holding period will apply requiring the shares (net of tax) to be retained for two years.
Directors’ interests in shares (audited)
In order to further align the interests of the Executive Directors with those of shareholders, the Company has
implemented share ownership guidelines which require Executive Directors to build a shareholding equivalent
to 200% of salary. Until this is met they are required to retain 50% of any share award that vests (on a net of tax
basis). The Executive Directors have both met the guideline levels.
The beneficial interests of the Executive Directors (and their connected persons) in the Company’s shares are set
out below:
Executive Directors’ shareholdings
No. of
ordinary
shares
% of salary
required to
be held in
shares
Unvested
LTIPs
(subject to
performance
conditions)
Unvested
LTIPs
(performance
conditions
already
assessed)2
Vested and
unexercised
LTI (no longer
subject to
performance
conditions)
Deferred
bonus
awards1
(subject
to service
conditions)
ShareSave
options (not
subject to
performance
conditions)
2024
31 Dec 24
31 Dec 24
31 Dec 24
31 Dec 24
31 Dec 24
31 Dec 24
31 Dec 24
Andi Case
599,756
200
47,325
23,557
–
74,921
–
Jeff Woyda
127,062
200
30,116
14,991
–
19,375
606
No. of
ordinary
shares
% of salary
required to be
held in shares
Unvested
LTIPs
(subject to
performance
conditions)
Unvested
LTIPs
(performance
conditions
already
assessed)
Vested and
unexercised
LTI (no longer
subject to
performance
conditions)
Deferred
bonus
awards1
(subject
to service
conditions)
ShareSave
options (not
subject to
performance
conditions)
2023
31 Dec 23
31 Dec 23
31 Dec 23
31 Dec 23
31 Dec 23
31 Dec 23
31 Dec 23
Andi Case
561,217
200
50,386
28,576
34,190
59,005
–
Jeff Woyda
103,959
200
32,064
18,184
21,757
15,258
572
1 Deferred bonus awards are granted as restricted share awards.
2 Further details regarding the vesting outcome are included on page 125. Options will lapse (as applicable) on the third anniversary of the
grant date (19 April 2025).
1 2 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The beneficial interests of the Non-Executive Directors (and their connected persons) in the Company’s shares are
set out below:
Non-Executive Directors’ shareholdings
31 December
2024
31 December
2023
Martine Bond
–
–
Constantin Cotzias
1,147
–
Sue Harris
1,724
1,724
Laurence Hollingworth
9,000
9,000
Dr Tim Miller
2,640
2,640
Heike Truol
1,607
1,607
There have not been any further changes in the beneficial interests of the Directors in the share capital of the
Company between 31 December 2024 and the date of this report.
Pensions (audited)
Andi Case and Jeff Woyda receive a cash supplement (up to 15% of base salary) in lieu of pension (net of
employer’s national insurance contributions), which is included in the single figure table on page 123 as pension.
No contributions were paid into Group pension schemes on their behalf.
Payments to past Directors (audited)
No payments were made during the year ended 31 December 2024 to any person who was not a Director of the
Company at the time payment was made, but who had previously been a Director.
Payments for loss of office (audited)
No payments were made in respect of loss of office during the year ended 31 December 2024.
Details of service contracts and letters of appointment
Details of the current Executive Directors’ service contracts are as follows:
Date of contract
Unexpired term
Notice period
Andi Case
23 June 20081
12 months
12 months
Jeff Woyda
3 October 2006
12 months
12 months
1 The effective date of the contract is 17 June 2008.
The service contracts are available for inspection at the Company’s registered office.
Details of the Non-Executive Directors appointment terms are as follows:
Date of initial
appointment
Date current term
commenced
Unexpired term at
31 December 2024
Notice period
Martine Bond
26 March 2021
26 March 2024
33 months
3 months
Constantin Cotzias
5 August 2024
5 August 2024
31 months
3 months
Sue Harris
7 October 2020
7 October 2023
21 months
3 months
Laurence Hollingworth1
23 July 2020
2 March 2022
2 months
3 months
Dr Tim Miller
22 May 2018
22 May 2024
31 months
3 months
Heike Truol
31 January 2020
31 January 2023
13 months
3 months
1 Laurence Hollingworth was initially appointed as a Non-Executive Director on 23 July 2020. He entered into a new letter of appointment on
his appointment as Chair with effect from 2 March 2022. Laurence’s reappointment for a further three-year tem was approved by the Board
in March 2025.
Non-Executive Directors are appointed by letter of appointment for a fixed term not exceeding three years,
renewable on the agreement of both the Company and the Director, and are subject to re-election at each AGM.
Each appointment can be terminated before the end of the three-year period with three months’ notice due.
Fees payable for a new Non-Executive Director appointment will take into account the experience of the individual
and the current fee structure.
1 2 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Performance graph
This graph compares the total shareholder return (that is, share price growth assuming reinvestment of any
dividends) of £100 invested in the Company’s shares and £100 invested in the FTSE 250 Index, which the
Remuneration Committee considers appropriate for comparison purposes given the Company has been a
member of this index over the period.
300
200
100
0
Dec 14
Dec 16
Dec 18
Dec 20
Dec 22
Dec 24
— Clarkson PLC
— FTSE 250
Total remuneration table
The table below shows the total remuneration figure for the CEO for each of the last 10 financial years:
CEO remuneration
2024
2023
2022
2021
2020
2019
2018
2017
2016
2015
Single total figure of
remuneration (£000)
12,564
12,291
10,154
6,648
3,170
3,265
2,758
4,043
3,706
4,958
Vested LTIP (as a %
of maximum)
87.02%
100%
99.53%
100%
18%
30%
0%
30%
15%
70%
Annual change in remuneration of Directors and employees
The table on the next page shows the percentage change in the remuneration of each Director (salary/fees, taxable
benefits and annual bonus) between the 2020, 2021, 2022, 2023 and 2024 financial years, compared to the average
of those components of pay for all employees. The Company has chosen to voluntarily disclose this information as
Clarkson PLC is not an employing company.
1 2 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Relative pay
Salary/fee and taxable
benefits increase/
decrease
% change
Annual bonus
increase/decrease
% change
2023/24
2022/231
2021/22
2020/21
2019/20
2023/24
2022/23
2021/22
2020/21
2019/20
Executive Directors
Andi Case
-0.02%
+0.26%
-0.35%
-0.15%
+0.61%
+6.58%
+24.0%
+77.66%
+98.34%
-0.31%
Jeff Woyda
+1.10%
-0.02%
-0.002%
+0.04%
-0.06%
+6.58%
+24.0%
+77.66%
+98.34%
-0.31%
Non-Executive Directors2
Martine Bond3
+2.66%
+3.86%
0%
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Constantin
Cotzias4
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
Sue Harris5
+1.63%
+18.82%
+8%
0%
N/A
N/A
N/A
N/A
N/A
N/A
Laurence
Hollingworth6
0%
+28.26%
+184%
0%
N/A
N/A
N/A
N/A
N/A
N/A
Dr Tim Miller
+1.70%
+2.44%
0%
0%
0%
N/A
N/A
N/A
N/A
N/A
Heike Truol7
+2.13%
+20.33%
+8%
0%
N/A
N/A
N/A
N/A
N/A
N/A
Employees
Average
employee
+1.2%
+2.3%
+2.4%
+4.17%
+3.83%
+5.8%
-1.8%
+22.4%
+14.10%
+1.97%
1 The fees for the Chair and the Non-Executive Directors increased with effect from 1 January 2023 and 1 June 2023 respectively.
2 Where a Non-Executive Director has been appointed part-way through a financial year, for the purpose of this calculation their annual fee
has been annualised to enable a meaningful year-on-year comparison.
3 Appointed as a Director with effect from 26 March 2021.
4 Appointed as a Director with effect from 5 August 2024.
5 Appointed as a Director with effect from 7 October 2020. Sue was appointed as SID with effect from 11 September 2022 and the increases
in her fee in 2022 and 2023 reflect in part the supplemental fee paid in respect of this role.
6 Appointed as a Director with effect from 23 July 2020. Laurence was appointed as Chair with effect from 2 March 2022 and the increases
in his fee in 2022 and 2023 reflect the fee paid in respect of this role.
7 Appointed as a Director with effect from 31 January 2020. Heike was appointed as Employee Engagement Director with effect from
11 September 2022 and the increases in her fee in 2022 and 2023 reflect in part the supplemental fee paid in respect of this role.
CEO pay ratio
The table below shows the pay ratio information in relation to the total remuneration of the CEO compared to the
pay of the Company’s UK employees for 2024. Over time, disclosure over a rolling 10-year period will be built up.
Financial year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
2024
Option A
281:1
155:1
87:1
2023
Option A
274:1
146:1
84:1
2022
Option A
210:1
121:1
70:1
2021
Option A
131:1
76:1
46:1
2020
Option A
72:1
42:1
25:1
2019
Option A
84:1
49:1
27:1
The Remuneration Committee has selected Option A as the method for calculating the CEO pay ratio. Option A
calculates a single figure for every employee in the year to 31 December 2024 and identifies the employees that
fall at the 25th, 50th and 75th percentiles. This method was chosen as it is considered the most accurate way of
identifying the relevant employees and aligns to how the single figure table is calculated.
The Company has included the following elements of full-time annualised pay in its calculation (determined
as at 31 December 2024): annual basic salary, allowances, bonuses (cash and shares), commission payments,
employer’s pension contributions and P11D benefits. These pay elements were separated into recurring, bonus
and benefit components. The recurring components were scaled relative to the proportion of 2024 worked by
each individual employee. Bonus pay elements have been scaled relative to the full-time equivalent of part-time
employees. The scaled recurring pay elements and bonuses were then added to the benefits value.
This resulted in a single figure for each employee, from which the individuals at the 25th, 50th and 75th percentiles
could be identified.
1 3 0
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
The table below sets out the total pay and benefits for individuals at the 25th, 50th and 75th percentiles, and the salary element
within this.
Financial year
Method
25th percentile pay ratio
Median pay ratio
75th percentile pay ratio
2024
Total pay and benefits
£42,000
£76,000
£135,000
Salary element of total pay
and benefits
£33,000
£65,000
£110,000
The Remuneration Committee believes the median pay ratio for 2024 to be consistent with the reward policies for the
Company’s UK employees taken as a whole. UK-based employees have been selected as the most appropriate comparator
as the CEO is a full-time UK-based employee.
The Company considers it appropriate to have a bias to variable pay as an employee moves up the organisation, so it is
inherent in our pay policy that the Executive Directors should be more exposed to performance (up and down) than others.
This is reflected in the change in the pay ratios.
Relative importance of spend on pay
The following table compares the total remuneration paid in respect of all employees of the Group in 2023 and 2024 and
distributions made to shareholders in the same years:
2024
£m
2023
£m
% change
Dividends
31.5
28.3
11%
Employee remuneration costs, of which:
431.3
416.3
4%
– Executive Directors’ total pay excluding LTIP
15.0
14.1
6%
– Executive Directors’ annual bonus
14.0
13.1
7%
Conflicts of interest
In order to avoid any conflict of interest, remuneration is managed through well-defined processes,
ensuring no individual is involved in the decision-making process related to their own remuneration.
In particular, the remuneration of all Executive Directors is set and approved by the Committee;
and none of the Executive Directors are involved in the determination of their own remuneration
arrangements. The Committee also receives support from external advisors and evaluates the support
provided by those advisors annually to ensure that advice is independent, appropriate and cost
effective. The Committee exercises its own judgement in considering such advice.
External advisor
Following an external selection process, the Remuneration Committee appointed FIT Remuneration
Consultants LLP (‘FIT’) as its advisor in October 2018. FIT provides no other services to the Group, has
no further connection with the Company or individual Directors and is a signatory to the Remuneration
Consultants Group’s Code of Conduct. The Remuneration Committee reviews the effectiveness of its
advisor on an annual basis. It is satisfied that the quality of advice received during the year was sufficient
and that the advice provided by FIT is objective and independent.
The fees paid by the Company to FIT during the financial year for advice to the Remuneration Committee
and in relation to share plans were £27,924 (2023: £54,987). Fees were charged on a time spent basis.
Statement of shareholder voting at AGM
The following votes were received from shareholders at the last AGM at which the relevant resolutions
were proposed:
Date of meeting
In favour
% cast
Against
% cast
Withheld
Remuneration Policy
11 May 2023
12,092,273
56.27
9,395,816
43.73
1,497,061
Remuneration Report
9 May 2024
12,371,552
57.43
9,171,800
42.57
1,335,473
Details of the actions taken by the Board in response to the votes against the resolution in respect of the
Remuneration Report registered at the 2024 AGM are included in the Remuneration Committee Chair’s
statement on pages 118 to 120.
This report was approved by the Board and signed on its behalf by:
Dr Tim Miller
Remuneration Committee Chair
7 March 2025
Read more
Engagement with
employees on
remuneration
on page 96.
1 3 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
We include the main tables from the shareholder-approved Directors’ Remuneration Policy (the ‘Policy’). A full
version of the Policy (which was approved by shareholders on 11 May 2023) can be found in the 2022 Annual Report
(available on our website at www.clarksons.com).
As indicated in previous reports, the Remuneration Committee (the ‘Committee’) recognises that listed company
practice as regards their Executive Directors has changed over the years and that, for any new appointments to the
Board, the Policy will be broadly consistent with current market practice. While there are no current plans to appoint
a new Executive Director, the Committee confirms that any new appointments under the proposed Policy will also be
subject to the following:
— Capping the annual bonus opportunity;
— Deferring a greater proportion of the annual bonus;
— Compensation for fixed pay only on severance;
— No enhancement on a change of control;
— The rate of any employer pension contributions will be aligned with that available to the majority of the wider
workforce in the UK (or any other country in which the executive is based).
For any new Executive Director appointments, the Policy should be read as incorporating such additional
requirements. In addition, the Committee will consider at the time other developments in market practice when
constructing such an offer.
Purpose and link
to strategy
Operation
Maximum opportunity
Performance framework
Base
salary
— To attract and retain
high performing
Executive Directors
who are critical for the
business
— Set at a level to provide
a core reward for the
role and cover essential
living costs
— Normally reviewed
annually
— Paid monthly
— Salaries are determined
taking into account:
— the experience,
responsibility,
effectiveness and
market value of the
executive
— the pay and
conditions in the
workforce
— There is no prescribed
maximum annual
increase. The Committee
is guided by the general
increase for the broader
workforce but on
occasion may recognise
an increase in certain
circumstances, such
as assumed additional
responsibility or an
increase in the scale
or scope of the role
or, in the case of a
new executive, a move
towards the desired rate
over a period of time
where salary was initially
set below the intended
positioning
n/a
Benefits
— To provide a market
standard suite of basic
benefits in kind to
ensure the Executive
Directors’ wellbeing
— Taxable benefits may
include:
— car allowance
— healthcare insurance
— club membership
— Participation in
HMRC-approved (or
equivalent) schemes
— Other benefits may
be payable where
appropriate
— Any reasonable
business-related
expenses (including
tax thereon) may
be reimbursed if
determined to be a
taxable benefit
— A car allowance in
line with market
norm. The value of
other benefits is based
on the cost to the
Company and is not
predetermined
— HMRC (or equivalent)
scheme participation
up to prevailing scheme
limits
n/a
APPENDIX: DIRECTORS’ REMUNERATION POLICY
1 3 2
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
Purpose and link
to strategy
Operation
Maximum opportunity
Performance framework
Annual
bonus
(including
deferred
shares)
— To reward significant
annual profit
performance
— To ensure that
the bonus plan is
competitive with our
peers. As a result, bonus
forms a significant
proportion of the
remuneration package
— To ensure that if
there is a reduction in
profitability, the level
of bonus payable falls
away sharply
— 90% of the bonus
is paid in cash and,
although they have no
contractual obligation,
the Executive Directors
have agreed that 10% of
annual bonus payable
is deferred in shares,
vesting after four years
— Executive Directors
have voting rights and
receive dividends on
deferred shares
— Performance criteria
are reviewed and
recalibrated carefully
each year to ensure
they are linked to
strategic business goals,
take full account of
economic conditions,
and are sufficiently
demanding to control
the total bonus pool and
individual allocations
— Clawback provision
operates for
overpayments due to
misstatement or error
— In line with Clarksons’
peers, the annual
bonus is not subject
to a formal individual
cap. This policy,
which is contractual
for the current Chief
Executive Officer and
Chief Financial Officer
& Chief Operating
Officer, encourages
the maximisation of
profit, and ensures that
Executive Directors
are aligned with all
stakeholders in the
business
— Bonus is determined
by Group performance
measured over one year
on the following basis:
— below a ‘profit floor’
set by the Committee
each year, no bonus is
triggered
— above the floor, an
escalating percentage
of profits is payable
into a bonus pool for
progressively higher
profit before tax
performance
— profit for bonus
calculations may
be adjusted by the
Committee where
appropriate and does
not include business
that has not been
invoiced
— for Executive
Directors with
revenue-generating
broking
responsibilities,
a further key
determinant of the
annual bonus is
the significance of
personally generated
broking revenues
— a proportion of an
individual’s share
of the bonus pool
may be based on
the achievement of
personal objectives
set by the Committee
at the start of
the year
Long-term
incentives
— To incentivise and
reward significant
long-term financial
performance and share
price performance
relative to the stock
market
— To encourage share
ownership and provide
further alignment with
shareholders
— Awards are
performance-related
and are normally
structured as nil cost
options
— Awards are granted
each year following the
publication of annual
results
— Clawback provision
operates for
overpayments due to
misstatement or error
— Annual maximum limit
of 150% of base salary
for awards subject to
long-term performance
targets (200% of base
salary in exceptional
circumstances)
— Dividend equivalents
(in cash or shares)
may accrue between
grant and vesting/
expiry of any holding
period, to the extent
that shares under award
ultimately vest
— Currently, the
awards are subject
to performance
conditions measured
on a combination of
three-year EPS growth
and relative TSR
— The Committee
may introduce new
measures or reweight
the current EPS and
TSR performance
measures so that they
are directly aligned with
the Company’s strategic
objectives for each
performance period
— Normally measured
over a three-year
performance period
— 25% of an award will
vest for achieving
threshold performance,
increasing pro-rata
to full vesting for the
achievement of stretch
performance targets
1 3 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Purpose and link
to strategy
Operation
Maximum opportunity
Performance framework
Pension
— To provide a
market‑competitive
pension arrangement
— Executive Directors
participate in a
Company defined
contribution pension
scheme and/or receive a
cash allowance in lieu of
pension contributions
— Employer contributions
are up to 15% of basic
salary or an equivalent
cash allowance net of
employer’s national
insurance contributions
n/a
Non-
Executive
Directors’
fees
— To attract and
retain high calibre
Non-Executive Directors
through the provision of
market competitive fees
— Reviewed annually
— Paid monthly
— Fees are determined
taking into account:
— the experience,
responsibility,
effectiveness and
time commitments
of the Non-Executive
Directors
— the pay and
conditions in the
workforce
— Additional fees may be
payable in relation to
extra responsibilities
undertaken such
as chairing a Board
Committee and/or a
Senior Independent
Director role or being a
member of a Committee
— Any reasonable
business-related
expenses (including
tax thereon) can
be reimbursed if
determined to be a
taxable benefit
— As for the Executive
Directors, there is no
prescribed maximum
annual increase
— Fee increases are
guided by the general
increase for the broader
workforce but on
occasion may recognise
an increase in certain
circumstances, such
as assumed additional
responsibility or an
increase in the scale
or scope of the role
n/a
Share
ownership
guidelines
— To provide alignment
between the
longer-term interests
of Directors and
shareholders
— Executive Directors
are expected to build
up and maintain
shareholdings in the
Company
— Executives are required
to retain at least half of
the net of tax vested
number of shares
awarded and received
until the guideline has
been achieved
— Chief Executive
Officer: 200% of salary
— Other Executive
Directors: 200%
of salary
n/a
1 3 4
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E M U N E R A T I O N R E P O R T C O N T I N U E D
The Directors present their Report and the audited consolidated financial statements for the year ended
31 December 2024. The Directors’ Report and the Strategic Report (pages 2 to 83) together constitute
the Management Report for the purpose of Rule 4.1.8R of the Disclosure Guidance and Transparency Rules.
Other information relevant to the report, including information required pursuant to the Companies Act 2006
and UK Listing Rule 6.6.1R, is incorporated below by reference.
Detail
Section
Location
Information incorporated by reference
As permitted by
the Companies Act
2006, the disclosures
to the right, which
are included in the
Strategic Report, are
incorporated into the
Directors’ Report by
reference:
An indication of likely future developments in the business of the
Company and its subsidiary undertakings.
Strategic
Report
Pages 14 to 17
and 28 to 43
An indication of the activities of the Company and its subsidiary
undertakings in the field of research and development.
Strategic
Report
Pages 2 to 9,
14 to 17 and
26 to 43
Employment of disabled persons.
Strategic
Report
Page 48
Employee engagement (including participation in share plans).
Strategic
Report
Pages 48, 96,
97 and 120
Engagement with suppliers, customers and others.
Strategic
Report
Pages 59 to 61
The Company is
required to disclose
certain information
under UK Listing Rule
6.6.1R in the Directors’
Report or advise where
such information is set
out. The information
can be found in the
sections of the 2024
Annual Report set out
to the right:
Details of long-term incentive schemes.
Directors’
Remuneration
Report
Pages 121
to 134
Any waiver of emoluments by a Director of the Company or any
subsidiary undertaking.
N/A
Directors
The names and biographical details of the Directors who served on
the Board and Board Committees during the year, including changes
that have occurred during the year and up to the date of this report,
are shown in the Corporate Governance Report and incorporated into
the Directors’ Report by reference.
Corporate
Governance
Report
Pages 88 to 91
Appointment
and retirement
of Directors
The Company’s Articles of Association, the Code, the Companies Act
2006 and related legislation govern the appointment and retirement
of Directors.
In accordance with the Code and the Company’s Articles of
Association, all Directors are subject to election by shareholders at
the first AGM following their appointment, and subject to annual
re‑election thereafter. The 2025 Notice of AGM sets out the reasons
why the Board believes each Director should be re-elected (or elected
in the case of Constantin Cotzias).
Corporate
Governance
Report
Page 104
Directors’ powers
Subject to relevant company law and the Company’s Articles of
Association, the Directors may exercise all powers of the Company.
Further details regarding authorities in relation to the allotment of
shares and the repurchase of shares are set out on the next page.
Directors’ insurance
and indemnities
Directors’ and officers’ liability insurance was maintained by
the Company throughout 2024 and to the date of this report.
Qualifying indemnity provisions are in place for the benefit of
the Non‑Executive Directors.
Directors’ interests
The interests of the Directors and their connected persons in the
Company’s shares are set out in the Directors’ Remuneration Report.
Directors’
Remuneration
Report
Pages 126
to 128
1 3 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
D I R E C T O R S ’ R E P O R T
Detail
Section
Location
Share capital
At 31 December 2024, the Company’s issued share capital consisted
of 30,778,235 ordinary shares of £0.25 each. Further details on the
issued share capital, including any changes during the year, can be
found in the notes to the financial statements.
Note 24 to the
consolidated
financial
statements
Page 188
Rights attaching
to shares
All ordinary shares have equal voting rights, including the right to
one vote at a general meeting, to receive an equal proportion of any
dividends declared and paid, and to an equal amount of any surplus
assets distributed in the event of a winding-up.
There are no restrictions on the transfer of the Company’s ordinary
shares or on the exercise of voting rights attached to them,
other than:
— where the Company has exercised its right to suspend their voting
rights or prohibit their transfer following the omission by their
holders or any person interested in them to provide the Company
with information requested by it in accordance with Part 22 of the
Companies Act 2006;
— where the holder is precluded from exercising voting rights by the
Financial Conduct Authority’s Listing Rules or the City Code on
Takeovers and Mergers; and
— pursuant to the Company’s share dealing rules where the Directors
and designated employees require approval to deal in the
Company’s shares.
The Company is not aware of any further agreements between
shareholders that may result in restrictions on the transfer of
securities and/or voting rights.
Authority to
allot shares
The Company requests authority from shareholders for the Directors
to allot shares on an annual basis, and a similar resolution will be
proposed at the 2025 AGM. At the 2024 AGM, the Directors were
authorised to allot shares up to an aggregate nominal amount of
£2,561,855 or up to £5,123,710 in connection with a rights issue,
and were empowered to allot equity securities for cash on a non-
pre-emptive basis up to an aggregate nominal amount of £768,556.
In line with the Pre-Emption Group’s updated Statement of Principles,
published in November 2022, the Company will request authority
from shareholders at the 2025 AGM to allot equity securities for
cash on a non-pre-emptive basis up to 10% of the issued ordinary
share capital (to be determined at the latest practicable date before
publication of the Notice of Meeting).
Purchase of
own shares
At the 2024 AGM, the Company obtained shareholder approval to
purchase up to 3,074,226 of its own ordinary shares of £0.25 each
(representing 10% of its issued share capital). No shares were
purchased under this authority during the year.
At the 2025 AGM, the Directors will again seek authority to purchase
the Company’s own shares.
Employee share
scheme rights
The Company has established an Employee Benefit Trust (‘EBT’)
for the purpose of facilitating the operation of the Company’s share
plans. The EBT waives any voting rights and dividends that may be
declared in respect of such shares which have not been allocated for
the settlement of awards made under the Company’s share plans.
Employees may direct the EBT as to how to exercise voting rights
over shares in which they have a beneficial interest.
1 3 6
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E P O R T C O N T I N U E D
Detail
Section
Location
Substantial
shareholders
As of 31 December 2024, the Company had been notified under the
Disclosure Guidance and Transparency Rules of the following holdings
of voting rights in its issued share capital:
Shareholder
% of total voting
rights disclosed
Royal London Asset Management Ltd
5.00%
FMR LLC
4.86%
RS Platou Holding AS
4.85%
Invesco Ltd.
3.18%
Between 31 December 2024 and the date of this report, the Company
received notifications from Royal London Asset Management Limited
and RS Platou Holding AS disclosing interests of 4.92% and 3.94%
respectively in the Company’s total voting rights.
Significant
agreements
The service contracts of the CEO and CFO & COO include provisions
regarding a change of control of the Company. Further details are
included in the Directors’ Remuneration Policy (which is available
on the Company’s website in the 2022 Annual Report). There are
no further agreements between any Group company and any of its
employees or any Director of any Group company which provide for
compensation to be paid to an employee or a Director for termination
of employment or for loss of office as a consequence of a takeover of
the Company.
There are no significant agreements to which the Company is a party
that take effect, alter or terminate upon a change of control following
a takeover bid for the Company.
2022 Annual
Report
Page 137
Dividend
The Directors recommend a final dividend of 77p per ordinary share
for the year ended 31 December 2024. Subject to shareholder
approval at the AGM, the final dividend will be paid on 23 May 2025
to shareholders on the register at the close of business on 9 May 2025.
The interim dividend paid during the year was 32p which, together
with the final dividend, will provide a total dividend of 109p per
ordinary share for the year (2023: 102p).
External Auditor
The Board recommends that PricewaterhouseCoopers LLP (‘PwC’)
be reappointed as the Company’s External Auditor with effect from
the 2025 AGM, at which resolutions regarding PwC’s reappointment
and to authorise the Board to set their remuneration will be proposed.
Audit and Risk
Committee
Report
Pages 113
to 114
Articles of
Association
The Company’s Articles of Association were adopted at the 2019
AGM. Any amendments to the Articles of Association can only be
made by a special resolution at a general meeting of shareholders.
Political donations
The Group did not make any political donations or incur any political
expenditure in the UK or the EU during 2025.
Financial
instruments
Our risk management objectives and policies in relation to the use of
financial instruments can be found in the notes to the consolidated
financial statements.
Note 27 to the
consolidated
financial
statements
Pages 190
to 193
Greenhouse gas
emissions, energy
consumption and
energy efficiency
reporting
Details relating to required emissions reporting are set out within
the Disclosure Statements section.
Disclosure
Statements
Pages 78
and 79
Corporate
Governance
statement
The Corporate Governance Report is incorporated by reference into
this Directors’ Report and includes details of our compliance with
the Code and how the Company has applied the main Principles.
The Corporate Governance Report also includes a description
of the Group Diversity and Inclusion Policy, which incorporates
Board diversity.
Corporate
Governance
Report
Pages 88
to 134
1 3 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Detail
Section
Location
Internal control and
risk management
systems
A description of the main features of the Group’s internal control and
risk management systems in relation to the financial reporting process
can be found in the Strategic Report.
Strategic
Report
Pages 62 to 70
Annual General
Meeting
The 2025 AGM will be held electronically by video webcast on
1 May 2025. Details of the resolutions to be proposed are set out
in a separate Notice of Meeting, which will be posted to those
shareholders who receive hard copy documents, and which will
be available on the Group’s website for those who have elected to
receive documents electronically.
Corporate
Governance
Report
Page 97
Events since the
balance sheet date
Since 31 December 2024, there have been no material items to report.
Disclosure of
information to the
Auditor
Each of the Directors who held office at the date of approval of this
Directors’ Report confirms that, so far as each Director is aware, there
is no relevant audit information of which the Company’s Auditor is
unaware; and each Director has taken all steps that ought to have
been taken to make himself/herself aware of any relevant audit
information and to establish that the Company’s Auditor is aware of
that information.
Statutory details for
Clarkson PLC
The Company is a public company limited by shares, incorporated
in the United Kingdom and registered in England and Wales with
registered number 01190238. Its registered office is at Commodity
Quay, St Katharine Docks, London E1W 1BF.
The Company’s shares are listed on the London Stock Exchange
under the ticker CKN, and the Company is a constituent of the FTSE
250. It has no ultimate parent company, and details of the Company’s
substantial shareholders (as notified to the Company under the
Disclosure Guidance and Transparency Rules) are set out on page 137.
Directors’
Report
Page 137
Branches
A number of the Company’s subsidiary undertakings maintain
branches outside of the UK.
Note U to
the Parent
Company
financial
statements
Pages 209
to 214
By order of the Board:
Deborah Abrehart
Group Company Secretary
7 March 2025
1 3 8
C O R P O R AT E G O V E R N A N C E —
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
D I R E C T O R S ’ R E P O R T C O N T I N U E D
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
with applicable law and regulation.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law
the Directors have prepared the
Group and the Parent Company
financial statements in accordance
with UK-adopted international
accounting standards.
Under company law, directors must
not approve the financial statements
unless they are satisfied that they
give a true and fair view of the
state of affairs of the Group and the
Parent Company and of the profit
or loss of the Group for that period.
In preparing the financial statements,
the Directors are required to:
— select suitable accounting policies
and then apply them consistently;
— state whether applicable
UK-adopted international
accounting standards have
been followed, subject to any
material departures disclosed
and explained in the financial
statements;
— make judgements and accounting
estimates that are reasonable and
prudent; and
— prepare the financial statements
on the going concern basis unless
it is inappropriate to presume that
the Group and Parent Company
will continue in business.
The Directors are responsible for
safeguarding the assets of the Group
and Parent Company and hence
for taking reasonable steps for the
prevention and detection of fraud
and other irregularities.
The Directors are also responsible
for keeping adequate accounting
records that are sufficient to show
and explain the Group’s and Parent
Company’s transactions and
disclose with reasonable accuracy
at any time the financial position
of the Group and Parent Company
and enable them to ensure that
the financial statements and the
Directors’ Remuneration Report
comply with the Companies
Act 2006.
The Directors are responsible for
the maintenance and integrity of
the Parent Company’s website.
Legislation in the United Kingdom
governing the preparation and
dissemination of financial statements
may differ from legislation in other
jurisdictions.
Directors’ confirmations
The Directors consider that the
Annual Report, taken as a whole,
is fair, balanced and understandable
and provides the information
necessary for shareholders to assess
the Group’s and Parent Company’s
position and performance, business
model and strategy.
Each of the Directors, whose names
and functions are listed in the
Corporate Governance Report in this
Annual Report, confirm that, to the
best of their knowledge:
— the Group and Parent Company
financial statements, which have
been prepared in accordance
with UK-adopted international
accounting standards, give a
true and fair view of the assets,
liabilities and financial position of
the Group and Parent Company,
and of the profit of the Group;
and
— the Strategic Report includes a
fair review of the development
and performance of the business
and the position of the Group and
Parent Company, together with a
description of the principal risks
and uncertainties that it faces.
In the case of each Director in office
at the date the Directors’ Report
is approved:
— so far as the Director is aware,
there is no relevant audit
information of which the Group’s
and Parent Company’s Auditor
is unaware; and
— they have taken all the steps
that they ought to have taken
as a Director in order to make
themselves aware of any relevant
audit information and to establish
that the Group’s and Parent
Company’s Auditor is aware
of that information.
Laurence Hollingworth
Chair
7 March 2025
1 3 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
D I R E C T O R S ’ R E S P O N S I B I L I T I E S S T A T E M E N T
Opinion
In our opinion:
— Clarkson PLC’s Group financial statements and Parent Company financial statements (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 31 December 2024
and of the Group’s profit and the Group’s cash flows for the year then ended;
— the Group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards as applied in accordance with the provisions of the Companies Act 2006;
— the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework”, and applicable law); and
— the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the 2024 Annual Report (the “Annual Report”), which
comprise: the consolidated and Parent Company balance sheets as at 31 December 2024; the consolidated income
statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the
consolidated and Parent Company statements of changes in equity for the year then ended; and the notes to the
financial statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit and Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the
financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit
of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard
were not provided.
Other than those disclosed in note 3, we have provided no non-audit services to the Parent Company or its
controlled undertakings in the period under audit.
Our audit approach
Overview
Audit scope
— Our audit included full scope audits of eighteen components (two of which are significant due to their relative
size). This gave us coverage of 91% (2023: 87%) of the Group’s underlying absolute profit before taxation and 69%
(2023: 70%) of the Group’s revenue. There were no significant changes to the Group’s operations during the year.
Key audit matters
— Carrying value of goodwill in respect of the Offshore broking and Securities CGUs (Group)
— Risk of impairment of trade receivables (Group)
— Carrying value of investments in subsidiaries (Parent Company)
Materiality
— Overall Group materiality: £5,790,000 (2023: £5,400,000) based on 5% of profit before taxation,
adjusted for exceptional items and acquisition-related costs (‘underlying profit before taxation’).
— Overall Parent Company materiality: £3,854,000 (2023: £3,312,000) based on 1% of total assets.
— Performance materiality: £4,342,500 (2023: £4,050,000) (Group) and £2,890,500 (2023: £2,484,000)
(Parent Company).
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
C O R P O R AT E G O V E R N A N C E —
1 4 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E
M E M B E R S O F C L A R K S O N P L C
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement
in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the
audit of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect
on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team. These matters, and any comments we make on the results of our procedures thereon, were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter
How our audit addressed the key audit matter
Carrying value of goodwill in respect of the Offshore broking and
Securties CGUs (Group)
Refer to Note 2 (Statement of accounting policies) and
Note 14 (Impairment testing of goodwill) of the Group
financial statements.
The goodwill balance is allocated across several cash
generating units (CGUs) and is subject to an annual
impairment test. As in the prior year, the headroom on
the Offshore broking and Securities CGUs is low and as
a result we identified a significant risk of impairment in
these CGUs.
The Offshore broking and Securities CGUs have
allocated goodwill of £44.6m and £11.8m respectively.
Management prepared a value-in-use discounted cash
flows model to estimate the present value of forecast
future cash flows for each CGU, the ‘recoverable
amount’. This was then compared with the carrying
value of the net assets of each CGU (including goodwill)
to determine if there was an impairment.
Determining whether an impairment charge is required
for goodwill involves significant estimates about
forecast future performance and cash flows of the
CGUs. It also involves determining an appropriate
discount rate and long-term growth rate.
Management’s impairment review determined that the
recoverable amounts of these two CGUs was higher
than the carrying value of each of the CGU’s net assets
respectively. As a result, no goodwill impairment charge
has been recognised in the current financial year.
We focused on this matter due to the size of the
balance and the significant judgements and estimation
involved to determine whether the carrying value of
goodwill is supportable.
Our audit procedures for the Offshore broking and
Securities CGUs included:
— We obtained management’s annual impairment
assessment and verified the mathematical accuracy of
the calculations and that the methodology used was
in line with the requirements of IAS 36 ‘Impairment of
Assets’;
— We compared the forecasts used in the impairment
model to the latest Board approved budget and
obtained and evaluated corroborative evidence
supporting the future cash flow forecasts of the CGUs;
— We compared the prior year budget to actual results
in order to assess the historical forecasting accuracy
of the business. We also considered available market
data to challenge the significant assumptions used
by management to determine the future cashflow
forecasts;
— We challenged the reasonableness of the discount
rates by comparing the weighted-average cost of
capital with comparable organisations and consulting
with our own valuation experts;
— We considered the long-term cyclical performance
and verified that this had been appropriately factored
into the long-term forecasts; and
— We challenged the extent to which climate change
considerations had been reflected, as appropriate, in
management’s impairment modelling process.
We found the Directors’ assumptions to be supportable.
We also performed sensitivity analysis on the key
drivers of the cash flow projections including assumed
profits and long-term growth rates. We are satisfied
that management’s assessment is appropriate and
concur that no impairment arises at 31 December 2024.
We evaluated the disclosures made in Note 14
regarding the related assumptions and sensitivities and
concluded these appropriately draw attention to the
significant areas of estimation uncertainty.
1 4 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Key audit matter
How our audit addressed the key audit matter
Risk of impairment of trade receivables (Group)
Refer to Note 2 (Statement of accounting policies) and
Note 15 (Trade and other receivables) of the Group
financial statements.
The Group had trade receivables of £132.6m
(2023: £143.6m) before a loss allowance for expected
credit losses of £22.0m (2023: £21.9m).
Management applies the requirements of IFRS 9
‘Financial Instruments’ to determine the loss allowance
for expected credit losses. The determination as to
whether a trade receivable is recoverable and the
measurement of any expected credit loss involves
judgement. Specific factors which management
considers include the age of the balance, location
and known financial condition of certain customers,
existence of disputes, recent historical payment
patterns and any other available information concerning
the creditworthiness of the counterparty.
Management uses this information to determine
whether a loss allowance for impairment is required,
either for expected credit losses on a specific
transaction or for a customer’s balance overall.
For certain customers, which were provided for at the
time of invoicing, no revenue has been recognised,
because collectability was not considered probable.
We focused on the risk of impairment in trade
receivables because it requires a high level of
management judgement and because of the materiality
of the amounts involved.
Our audit procedures included:
— For specific allowances for expected credit losses,
we selected a sample of items and understood
management’s rationale for an impairment being
required. The impairments relate to customers in
default or administration, where the customer or trade
is sanctioned or there are legal disputes or those
where no net revenue is recognised due to doubt
regarding collectability at the time of invoicing;
— Verifying whether payments had been received since
the year end, reviewing historical payment patterns
and inspecting any correspondence with customers
on expected settlement dates;
— The remaining trade receivables, which were not
specifically impaired, were subject to management’s
calculation of an expected credit loss. We examined
and tested source data and the mathematical
accuracy of management’s supporting calculations;
this included consideration of the amount of the prior
year’s loss allowance that had been utilised for bad
debt write-offs during the year and also the history
of current receivables reaching default or extended
overdue positions; and
— We tested adjustments made by management to
reflect certain market conditions, in terms of both
the Group’s markets and the territories where the
receivables are due.
From the work we performed, we consider the
expected credit losses to be consistent with the
evidence obtained.
C O R P O R AT E G O V E R N A N C E —
1 4 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E
M E M B E R S O F C L A R K S O N P L C C O N T I N U E D
Key audit matter
How our audit addressed the key audit matter
Carrying value of investments in subsidiaries (Parent Company)
Refer to Note A (Statement of accounting policies)
and Note F (Investments in subsidiaries) of the Parent
Company financial statements.
As disclosed in Note F, the Parent Company has
investments of £163.2m in its subsidiaries. There is a risk
that the performance of the subsidiary undertakings is
not sufficient to support their carrying value and the
assets may be impaired.
In assessing for impairment triggers, management
considers if the underlying net assets of an investment
support the carrying amount. Where the carrying
amount exceeds the net asset value of the subsidiary,
an estimation of the value-in-use of the subsidiary
is required. The value-in-use calculation requires
an estimation of future cash flows expected to
arise from the subsidiary, the selection of suitable
discount rates and the estimation of future growth
rates. As determining such assumptions is inherently
judgemental, there is the potential these may differ
in subsequent periods and materially change the
conclusions reached.
Based on management’s assessment, no impairment
or reversal of impairment in respect of the carrying
value of investments in subsidiaries was identified as at
31 December 2024.
We focused on this matter due to the size of the
balance and the significant judgement and estimation
involved to determine whether the carrying value of
investments in subsidiaries is appropriate in the Parent
Company balance sheet.
We obtained management’s impairment of
investment in subsidiaries assessment with supporting
computations and:
— Verified that the inputs to the assessment were
mathematically accurate and, where appropriate, were
consistent with the goodwill impairment assessment
set out in the key audit matter above;
— Compared the investment values against the net
assets of the investments to identify whether the
carrying amounts were supported by the net asset
positions of the subsidiaries. Where the carrying
amounts exceeded the net asset values of the
subsidiaries, our procedures were focused on
management’s value in use calculations including
evaluation of the key assumptions used.
We are satisfied that management’s assessment
is appropriate and that there are no indicators of
impairment or reversal of impairment in respect of the
carrying value of the Parent Company’s investments
in subsidiaries as at 31 December 2024. We evaluated
the disclosures made in Note F and concluded that the
sensitivity disclosures appropriately draw attention to
the significant areas of estimation uncertainty.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on
the financial statements as a whole, taking into account the structure of the Group and the Parent Company,
the accounting processes and controls, and the industry in which they operate.
The financial statements are a consolidation of components, comprising the Group’s operating businesses and
centralised functions. In establishing the overall approach to the Group audit, we determined the type of work that
needed to be performed at the components by us, as the Group engagement team, or by component auditors
of other PwC network firms and other firms operating under our instruction. Where the work was performed
by component auditors, we determined the level of involvement we needed to have in the audit work at those
components to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for
our opinion on the financial statements as a whole. Our audit included full scope audits of eighteen components (two
of which are significant due to their relative size); the remaining sixteen were considered to be non-significant. This
gave us coverage of 91% (2023: 87%) of the Group’s underlying absolute profit before taxation and 69% (2023: 70%)
of the Group’s revenue. The significant components were based in the UK and Norway. Our work included directly
auditing the largest UK component and receiving reporting from our component audit teams. This, together with the
additional procedures performed centrally at the Group level, including testing the consolidation process, gave us the
evidence we needed for our opinion on the financial statements as a whole.
1 4 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
The impact of climate risk on our audit
As part of the audit, we have considered the Group’s risk assessment process in identifying climate-related risks
and their impact on the Group’s business, which was supported by an external sustainability consultant engaged
by management.
The procedures we undertook included obtaining an understanding of how management has considered the
impact of their identified climate-related risks in the underlying assumptions and estimates used within the Group
and Parent Company’s financial statements. We challenged the completeness of management’s climate risk
assessment and specifically considered how climate-related risks might impact the significant assumptions made by
management in determining the future cashflow forecasts used in their assessment of the carrying value of goodwill.
We assessed the estimates and assumptions made by management in preparing the financial statements and did
not identify any material impact as a result of climate risk on the Group’s and Parent Company’s financial statements.
We also considered the consistency of the disclosures in relation to climate risk in the other information within the
Annual Report (including the disclosures in the Task Force on Climate-Related Financial Disclosures (‘TCFD’) section)
with the financial statements and our knowledge obtained from the audit.
Our responsibility over other information is further described in the ‘Reporting on other information’ section of our
report.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and
in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Parent Company
Overall materiality
£5,790,000 (2023: £5,400,000).
£3,854,000 (2023: £3,312,000).
How we determined it
5% of profit before taxation,
adjusted for exceptional items
and acquisition-related costs
('underlying profit before taxation')
1% of total assets
Rationale for benchmark applied
In our view, underlying profit
before taxation represents the
primary measure used by the
shareholders in assessing the
performance of the Group.
The Parent Company does not
have trading activities. Therefore,
total assets has been used as it
represents a generally accepted
auditing benchmark used to
determine materiality in a holding
company.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between £30,100 and £3,854,000. Certain
components were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality
in determining the scope of our audit and the nature and extent of our testing of account balances, classes of
transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2023:
75%) of overall materiality, amounting to £4,342,500 (2023: £4,050,000) for the Group financial statements and
£2,890,500 (2023: £2,484,000) for the Parent Company financial statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements,
risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the
upper end of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during
our audit above £289,500 (Group audit) (2023: £270,000) and £192,700 (Parent Company audit) (2023: £165,600)
as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
C O R P O R AT E G O V E R N A N C E —
1 4 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E
M E M B E R S O F C L A R K S O N P L C C O N T I N U E D
Conclusions relating to going concern
Our evaluation of the Directors’ assessment of the Group’s and the Parent Company’s ability to continue to adopt
the going concern basis of accounting included:
— evaluating management’s base case and downside scenarios, challenging and corroborating key assumptions;
— testing the accuracy of cash flow models used to assess available liquidity during the going concern period;
— ensuring consistency with the key assumptions used in other areas of our audit such as the assessment of
goodwill impairment; and
— reading management’s disclosures in the financial statements and relevant “other information” in the Annual
Report and checking consistency with the financial statements and our knowledge based on our audit.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group’s and the Parent Company’s
ability to continue as a going concern for a period of at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the
Group’s and the Parent Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether
the Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the
relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the financial statements and
our auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial
statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to
the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and,
in doing so, consider whether the other information is materially inconsistent with the financial statements or our
knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material
inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a
material misstatement of the financial statements or a material misstatement of the other information. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by
the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report
and Directors’ Report for the year ended 31 December 2024 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Parent Company and their environment obtained in
the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in
accordance with the Companies Act 2006.
1 4 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Corporate governance statement
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating to the Parent Company’s compliance with the
provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect
to the corporate governance statement as other information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the
corporate governance statement, included within the Corporate Governance Report, is materially consistent with
the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw
attention to in relation to:
— The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
— The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
— The Directors’ statement in 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 and Parent Company’s ability to continue to do so over a period of at least twelve months from the date
of approval of the financial statements;
— The Directors’ explanation as to their assessment of the Group’s and Parent Company’s prospects, the period this
assessment covers and why the period is appropriate; and
— The Directors’ statement as to whether they have a reasonable expectation that the Parent Company will be able
to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any
related disclosures drawing attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Parent Company was
substantially less in scope than an audit and only consisted of making inquiries and considering the Directors’
process supporting their statement; checking that the statement is in alignment with the relevant provisions of the
UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements
and our knowledge and understanding of the Group and Parent Company and their environment obtained in the
course of the audit.
In addition, based on the work undertaken as part of our audit, we have concluded that each of the following
elements of the corporate governance statement is materially consistent with the financial statements and our
knowledge obtained during the audit:
— The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and
understandable, and provides the information necessary for the members to assess the Group’s and Parent
Company’s position, performance, business model and strategy;
— The section of the Annual Report that describes the review of effectiveness of risk management and internal
control systems; and
— The section of the Annual Report describing the work of the Audit and Risk Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the
Parent Company’s compliance with the Code does not properly disclose a departure from a relevant provision of
the Code specified under the Listing Rules for review by the auditors.
C O R P O R AT E G O V E R N A N C E —
1 4 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E
M E M B E R S O F C L A R K S O N P L C C O N T I N U E D
Responsibilities for the financial statements and the audit
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation
of the financial statements in accordance with the applicable framework and for being satisfied that they give a true
and fair view. The Directors are also responsible for such internal control as they determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and
using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent
Company or to cease operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance
with laws and regulations related to international trade regulations and regulatory licence requirements for the
Group’s Securities business, and we considered the extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws and regulations that have a direct impact on the
financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined
that the principal risks were related to the artificial inflation of reported results through the posting of inappropriate
journal entries and management bias in accounting estimates. The Group engagement team shared this risk
assessment with the component auditors so that they could include appropriate audit procedures in response to
such risks in their work. Audit procedures performed by the Group engagement team and/or component auditors
included:
— Inspecting correspondence with regulators and tax authorities.
— Reviewing minutes of meetings of those charged with governance including the Board, Audit and Risk Committee
and Remuneration Committee.
— Discussions with management including consideration of known or suspected instances of non-compliance with
laws and regulations and fraud.
— Evaluating management’s controls designed to prevent and detect irregularities.
— Identifying and testing journals, in particular journal entries posted with unusual account combinations or postings
by unusual users.
— Challenging assumptions and judgements made by management in their critical accounting estimates including
the key audit matters described above.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of
instances of non-compliance with laws and regulations that are not closely related to events and transactions
reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher
than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example,
forgery or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using
data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than
testing complete populations. We will often seek to target particular items for testing based on their size or risk
characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population
from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website
at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
1 4 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Use of this report
This report, including the opinions, has been prepared for and only for the Parent Company’s members as a body
in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report
is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
— we have not obtained 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
— certain disclosures of Directors’ remuneration specified by law are not made; or
— the Parent Company financial statements and the part of the Directors’ Remuneration Report to be audited
are not in agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit and Risk Committee, we were appointed by the members on
9 July 2009 to audit the financial statements for the year ended 31 December 2009 and subsequent financial
periods. The period of total uninterrupted engagement is 16 years, covering the years ended 31 December 2009
to 31 December 2024.
OTHER MATTER
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include
these financial statements in an annual financial report prepared under the structured digital format required by
DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’
report provides no assurance over whether the structured digital format annual financial report has been prepared
in accordance with those requirements.
Timothy McAllister
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
7 March 2025
C O R P O R AT E G O V E R N A N C E —
1 4 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
I N D E P E N D E N T A U D I T O R S ’ R E P O R T T O T H E
M E M B E R S O F C L A R K S O N P L C C O N T I N U E D
Note(s)
2024
2023
Before
acquisition-
related
costs
£m
Acquisition-
related
costs
(note 6)
£m
After
acquisition-
related
costs
£m
Before
exceptional
items and
acquisition-
related
costs
£m
Exceptional
items
(note 5)
£m
Acquisition-
related
costs
(note 6)
£m
After
exceptional
items and
acquisition-
related
costs
£m
Revenue
3, 4
661.4
–
661.4
639.4
–
–
639.4
Cost of sales
3
(33.7)
–
(33.7)
(30.4)
–
–
(30.4)
Trading profit
627.7
–
627.7
609.0
–
–
609.0
Administrative expenses
(526.0)
(3.2)
(529.2)
(508.8)
2.2
(2.6)
(509.2)
Operating profit/(loss)
3, 4
101.7
(3.2)
98.5
100.2
2.2
(2.6)
99.8
Finance income
3
14.9
–
14.9
10.5
–
–
10.5
Finance costs
3
(1.9)
–
(1.9)
(2.2)
–
–
(2.2)
Other finance income –
pensions
3
0.6
–
0.6
0.7
–
–
0.7
Profit/(loss)
before taxation
115.3
(3.2)
112.1
109.2
2.2
(2.6)
108.8
Taxation
7
(26.0)
0.2
(25.8)
(23.4)
0.3
0.1
(23.0)
Profit/(loss)
for the year
89.3
(3.0)
86.3
85.8
2.5
(2.5)
85.8
Attributable to:
Equity holders of
the Parent Company
87.9
(3.0)
84.9
83.8
2.5
(2.5)
83.8
Non-controlling
interests
1.4
–
1.4
2.0
–
–
2.0
Profit/(loss)
for the year
89.3
(3.0)
86.3
85.8
2.5
(2.5)
85.8
Earnings per share
Basic
8
286.9p
277.1p
275.0p
275.2p
Diluted
8
284.9p
275.2p
273.5p
273.6p
Included in the consolidated income statement are net impairment losses on financial assets amounting to £1.3m (2023: £3.9m).
1 4 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
C O N S O L I D A T E D I N C O M E S T A T E M E N T
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R
Note(s)
2024
£m
2023
£m
Profit for the year
86.3
85.8
Other comprehensive loss:
Items that will not be reclassified to profit or loss:
Actuarial loss on employee benefit schemes – net of tax
23
(0.9)
(1.6)
Items that may be reclassified subsequently to profit or loss:
Foreign exchange differences on retranslation of foreign operations
(12.4)
(17.5)
Foreign currency hedges recycled to profit or loss – net of tax
25
0.1
2.1
Foreign currency hedge revaluations – net of tax
25
(4.9)
5.7
Other comprehensive loss
(18.1)
(11.3)
Total comprehensive income for the year
68.2
74.5
Attributable to:
Equity holders of the Parent Company
67.2
72.8
Non-controlling interests
1.0
1.7
Total comprehensive income for the year
68.2
74.5
F I N A N C I A L S TAT E M E N T S —
1 5 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N S O L I D A T E D S T A T E M E N T O F C O M P R E H E N S I V E I N C O M E
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R
Note(s)
2024
£m
2023
£m
Non-current assets
Property, plant and equipment
10
28.5
28.5
Investment properties
11
1.0
1.0
Right-of-use assets
12
32.0
35.9
Intangible assets
13
172.6
182.9
Trade and other receivables
15
1.0
4.4
Investments
16
1.9
1.3
Employee benefits
23
12.4
13.8
Deferred tax assets
7
18.1
16.8
267.5
284.6
Current assets
Inventories
17
4.3
3.3
Trade and other receivables
15
130.5
147.5
Income tax receivable
4.5
1.2
Investments
16
62.2
40.1
Cash and cash equivalents
18
431.3
398.9
632.8
591.0
Current liabilities
Trade and other payables
19
(326.4)
(339.4)
Lease liabilities
20
(10.6)
(10.4)
Income tax payable
(20.7)
(20.9)
Provisions
21
(1.0)
(0.6)
(358.7)
(371.3)
Net current assets
274.1
219.7
Non-current liabilities
Trade and other payables
19
(6.8)
(3.2)
Lease liabilities
20
(27.5)
(32.8)
Provisions
21
(3.6)
(1.9)
Employee benefits
23
(0.1)
(0.4)
Deferred tax liabilities
7
(7.9)
(9.4)
(45.9)
(47.7)
Net assets
495.7
456.6
Capital and reserves
Share capital
24
7.7
7.7
Other reserves
25
89.0
104.9
Retained earnings
395.3
340.0
Equity attributable to shareholders of the Parent Company
492.0
452.6
Non-controlling interests
3.7
4.0
Total equity
495.7
456.6
The financial statements on pages 149 to 195 were approved by the Board on 7 March 2025, and signed on its
behalf by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
Registered number: 1190238
1 5 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
C O N S O L I D A T E D B A L A N C E S H E E T
A S A T 3 1 D E C E M B E R
Note(s)
Attributable to equity holders
of the Parent Company
Non-
controlling
interests
£m
Total equity
£m
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
Balance at 1 January 2024
7.7
104.9
340.0
452.6
4.0
456.6
Profit for the year
–
–
84.9
84.9
1.4
86.3
Other comprehensive loss
–
(16.8)
(0.9)
(17.7)
(0.4)
(18.1)
Total comprehensive (loss)/income
for the year
–
(16.8)
84.0
67.2
1.0
68.2
Transactions with owners:
Share issues
24, 25
–
1.2
–
1.2
–
1.2
Employee share schemes
25
–
(0.3)
(0.3)
(0.6)
–
(0.6)
Tax on other employee benefits
7
–
–
3.1
3.1
–
3.1
Dividend paid
9
–
–
(31.5)
(31.5)
(1.5)
(33.0)
Other movements
–
–
–
–
0.2
0.2
Total transactions with owners
–
0.9
(28.7)
(27.8)
(1.3)
(29.1)
Balance at 31 December 2024
7.7
89.0
395.3
492.0
3.7
495.7
Note(s)
Attributable to equity holders
of the Parent Company
Non-
controlling
interests
£m
Total equity
£m
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total
£m
Balance at 1 January 2023
7.7
114.8
287.2
409.7
3.5
413.2
Profit for the year
–
–
83.8
83.8
2.0
85.8
Other comprehensive loss
–
(9.4)
(1.6)
(11.0)
(0.3)
(11.3)
Total comprehensive (loss)/income
for the year
–
(9.4)
82.2
72.8
1.7
74.5
Transactions with owners:
Share issues
24, 25
–
1.9
–
1.9
–
1.9
Employee share schemes
25
–
(2.4)
(1.1)
(3.5)
–
(3.5)
Tax on other employee benefits
7
–
–
(0.2)
(0.2)
–
(0.2)
Tax on other items in equity
7
–
–
0.1
0.1
–
0.1
Dividend paid
9
–
–
(28.3)
(28.3)
(1.1)
(29.4)
Other movements
–
–
0.1
0.1
(0.1)
–
Total transactions with owners
–
(0.5)
(29.4)
(29.9)
(1.2)
(31.1)
Balance at 31 December 2023
7.7
104.9
340.0
452.6
4.0
456.6
F I N A N C I A L S TAT E M E N T S —
1 5 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N S O L I D A T E D S T A T E M E N T O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R
Note(s)
2024
£m
2023
£m
Cash flows from operating activities
Profit before taxation
112.1
108.8
Adjustments for:
Foreign exchange differences
3
(5.7)
6.8
Depreciation
3, 10, 11, 12
15.0
14.7
Share-based payment expense
22
2.5
1.9
Gain on sale of property, plant and equipment
(0.2)
(3.6)
Gain on sale of investments
(0.4)
–
Amortisation of intangibles
3, 13
5.2
4.8
Difference between pension contributions paid and amount recognised
in the income statement
0.4
0.6
Finance income
3
(14.9)
(10.5)
Finance costs
3
1.9
2.2
Other finance income – pensions
3
(0.6)
(0.7)
Increase in inventories
17
(0.8)
(0.9)
Decrease in trade and other receivables
14.9
2.0
Increase in bonus accrual
32.4
58.7
Decrease in trade and other payables
(22.2)
(7.2)
Increase in provisions
2.3
0.1
Cash generated from operations
141.9
177.7
Income tax paid
(27.2)
(22.4)
Net cash flow from operating activities
114.7
155.3
Cash flows from investing activities
Interest received
14.8
10.3
Purchase of property, plant and equipment
10
(5.7)
(8.0)
Purchase of intangible assets
13
(1.6)
(2.8)
Purchase of investments
(0.9)
(0.3)
Proceeds from sale of investments
0.7
0.3
Proceeds from sale of property, plant and equipment
0.4
3.9
Transfer to current investments (cash on deposit and government bonds)
16
(22.1)
(36.8)
Acquisition of subsidiaries, net of cash acquired
13
(2.5)
(5.3)
Dividends received from investments
3
0.1
0.1
Net cash flow from investing activities
(16.8)
(38.6)
Cash flows from financing activities
Interest paid and other charges
(1.8)
(2.0)
Dividend paid
9
(31.5)
(28.3)
Dividend paid to non-controlling interests
(1.5)
(1.1)
Repayment of borrowings
–
(0.5)
Principal elements of lease payments
(10.9)
(10.5)
Proceeds from shares issued
1.2
1.9
Contributions from non-controlling interests
0.2
–
ESOP shares acquired
(26.4)
(49.5)
Net cash flow from financing activities
(70.7)
(90.0)
Net increase in cash and cash equivalents
27.2
26.7
Cash and cash equivalents at 1 January
398.9
384.4
Net foreign exchange differences
5.2
(12.2)
Cash and cash equivalents at 31 December
18
431.3
398.9
1 5 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
C O N S O L I D A T E D C A S H F L O W S T A T E M E N T
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R
1 Corporate information
The Group and Parent Company financial statements of Clarkson PLC for the year ended 31 December 2024 were
authorised for issue in accordance with a resolution of the Directors on 7 March 2025. Clarkson PLC is a Public
Limited Company, listed on the London Stock Exchange, incorporated in the UK, registered in England and Wales
and domiciled in the UK.
The term ‘Parent Company’ refers to Clarkson PLC and ‘Group’ refers to the Company, its consolidated subsidiaries
and the relevant assets and liabilities of the share purchase trusts.
Copies of the Annual Report will be circulated to all shareholders and will also be available from the registered office
of the Company at Commodity Quay, St Katharine Docks, London E1W 1BF.
2 Statement of accounting policies
2.1 Basis of preparation
The accounting policies which follow set out those policies which have been applied in preparing the financial
statements for the year ended 31 December 2024. Additional accounting policies for the Parent Company are set out
in note A to the Parent Company financial statements.
The financial statements are presented in pounds sterling and all values are rounded to the nearest one hundred
thousand pounds sterling (£0.1m) except when otherwise indicated.
The consolidated income statement is shown in columnar format to assist with understanding the Group’s results by
presenting profit for the year before exceptional items and acquisition-related costs; this is referred to as ‘underlying
profit’. Items which are non-recurring in nature and considered to be material in size are shown as ‘exceptional
items’. The column ‘acquisition-related costs’ includes the amortisation of acquired intangible assets, the costs
of acquiring new businesses and the expensing of the cash and share-based elements of consideration linked to
ongoing employment obligations on acquisitions. These notes form an integral part of the financial statements on
pages 149 to 195.
Except where noted, the accounting policies set out in this note have been applied consistently to all periods
presented in these consolidated financial statements.
Statement of compliance
The consolidated financial statements of the Clarkson PLC Group have been prepared in accordance with
UK-adopted international accounting standards in conformity with the requirements of the Companies Act 2006
as applicable to companies reporting under those standards and the Disclosure Guidance and Transparency Rules
Sourcebook of the United Kingdom’s Financial Conduct Authority.
Going concern
The consolidated financial statements have been prepared on a going concern basis, under the historical cost
convention, as modified by financial assets and financial liabilities (including derivative instruments) at fair value
through profit or loss and fair value through other comprehensive income.
The Group has considerable financial resources available to it, a strong balance sheet and has consistently generated
a profit and good cash inflows. As a result of this, the Directors believe that the Group is well placed to manage its
business risks successfully.
Management has stress tested a range of scenarios, using the Board-approved budget and monthly cash flows to
31 December 2027, modelling different assumptions with respect to the Group’s cash resources. Three different
scenarios were considered:
— Management modelled the impact of a reduction in profitability to £30m (a level of profit the Group has exceeded
in every year since 2013), whilst taking no mitigating actions.
— Management assessed the impact of a significant reduction in world seaborne trade similar to that experienced
in the global financial crisis in 2008, the pandemic in 2020 and the Ukraine conflict in 2022: seaborne trade
recovered in 2009, 2021 and 2023. Since 1990, no two consecutive years have seen reductions in world seaborne
trade.
— Management undertook a reverse stress test over a period of three years to determine what it might take for the
Group to encounter financial difficulties. This test was based on current levels of overheads, the net cash and
available funds* position at 31 December 2024, the collection of debts and the invoicing and collection of the
forward order book.
F I N A N C I A L S TAT E M E N T S —
1 5 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
* Classed as an APM. See pages 215 and 216 for further information.
Under the first two scenarios, the Group is able to generate profits and cash, and has positive net cash and available
funds* available to it. In the third scenario, current net cash and available funds*, together with the collection of debts
and the forward order book, would leave sufficient cash resources to cover at least the next 12 months without any
new business.
Accordingly, the Directors have a reasonable expectation that the Group has sufficient resources to continue
in operation for at least the next 12 months. For this reason, they continue to adopt the going concern basis in
preparing the financial statements.
Basis of consolidation
The Group’s consolidated financial statements incorporate the results and net assets of Clarkson PLC, its subsidiary
undertakings and the relevant assets and liabilities of the share purchase trusts made up to 31 December each year.
Subsidiaries are entities over which the Group has control. The Group controls an entity when the Group is exposed
to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns
through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to
the Group. They are unconsolidated from the date that control ceases.
See note U to the Parent Company financial statements for full details on subsidiaries.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies
used into line with those used by the Group.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. However, for the
purposes of segmental reporting, internal recharges are included within the appropriate segments.
2.2 Changes in accounting policy and disclosures
New and amended standards adopted by the Group
The Group has applied the following amendments for the first time for the annual reporting period commencing
1 January 2024:
— Classification of Liabilities as Current or Non-Current and Non-current liabilities with covenants – Amendments to
IAS 1;
— Lease Liability in Sale and Leaseback – Amendments to IFRS 16; and
— Supplier Finance Arrangements – Amendments to IAS 7 and IFRS 7
The amendments listed above did not have any impact on the amounts recognised in prior periods and are not
expected to significantly affect the current or future periods.
New standards, amendments and interpretations issued but not yet effective for the financial year beginning
1 January 2024 and not early adopted
Certain new accounting standards, amendments to accounting standards, and interpretations have been published
that are not mandatory for 31 December 2024 reporting periods and have not been early adopted by the Group.
These standards, amendments or interpretations are not expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future transactions, however, the way information is presented
in the primary statements may change with the adoption of IFRS 18.
2.3 Critical accounting judgements and estimates
The following are the critical accounting judgements and estimations that the Directors have made in the process of
applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the
consolidated financial statements.
1 5 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2 Statement of accounting policies continued
2.3 Critical accounting judgements and estimates continued
Judgements
Revenue recognition
IFRS 15 ‘Revenue from Contracts with Customers’ requires the Group to assess its revenue streams, including
whether the recognition of revenue should be at a ‘point in time’ or ‘over time’. Where revenue is at a point in
time, a judgement is also required to determine at which point this is. The Group has defined and determined its
performance obligation, which continues to be the successful satisfaction of the negotiated contract between
counterparties and therefore recognises revenue at this point in time. This is a critical judgement, since if the
performance obligation was deemed to be satisfied at an earlier point or over time, the revenue recognition
would differ.
In addition, for certain clients, the Group considers that there is uncertainty at the time of invoicing as to whether the
clients are capable of settling their invoices when due. The Group continues to trade with such clients, as they are
deemed to be key market participants or preferred counterparties for certain transactions. At the point of revenue
recognition, these amounts are invoiced but provisions are made which directly offset against revenue, on the basis
consideration is not certain. See note 2.19 for further details.
Alternative performance measures
The Group excludes adjusting items (exceptional items and acquisition-related costs) from its underlying earnings
measure. The Directors believe that alternative performance measures can provide users of the financial statements
with a better understanding of the Group’s underlying financial performance, if used properly. If improperly used
and presented, these measures could mislead the users of the financial statements by obscuring the real profitability
and financial position of the Group. Directors’ judgement is required as to what items qualify for this classification.
Further details are included on pages 215 and 216.
Recognition of software assets
A judgement is made regarding the decision to capitalise expenditure on the balance sheet relating to the
development of software assets across the Group in accordance with IAS 38 ‘Intangible Assets’. This includes
considering if the future economic benefit from the asset can be readily identified and estimated and will flow to
the relevant entity in the Group. Once capitalised, a further judgement is made to determine the point at which
the software becomes fully operational and thus when the asset will begin to be amortised through the income
statement over its useful economic life.
IFRS 16 ‘Leases’
Key judgements made in calculating the initial measurement include determining the lease term where extension or
termination options exist. In such instances, all facts and circumstances that may create an economic incentive to
exercise an extension option, or not exercise a termination option, have been considered to determine the lease term.
Extension periods (or periods after termination options) are only included in the lease term if the lease is reasonably
certain to be extended (or not terminated), such as for options with renewal dates in the next 12 months.
A judgement is made at the commencement of a lease as to whether elements of the contract are lease components
or non-lease components. If an element does not convey the right to control the use of an identified asset for a
period of time in exchange for consideration then this is treated as a non-lease component. The most significant
non-lease component attributable to the Group is service charges.
Estimation uncertainty
The assumptions and estimates at the end of the current reporting period that have a significant risk of resulting in a
material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out on the
next page.
F I N A N C I A L S TAT E M E N T S —
1 5 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Impairment of trade receivables
Trade receivables are amounts due from clients in the ordinary course of business. Trade receivables are classified
as current assets if collection is due within one year or less (or in the normal operating cycle of the business, if
longer). If not, they are presented as non-current assets. The provision for impairment of receivables represents
management’s best estimate of expected credit losses to arise on trade receivables at the balance sheet date.
Determining the amount of the provision includes analysis of specific clients’ creditworthiness which may be
impaired as indicated by the age of the invoice, the existence of any disputes, recent historical payment patterns
and any known information regarding the client’s financial position. In a limited number of circumstances, where
doubt exists as to the ability to collect payment, a provision is made at the time of invoicing (see Judgements:
Revenue recognition on page 156). For clients where a specific provision is not recognised, management is required
to estimate expected credit losses in accordance with IFRS 9 ‘Financial Instruments’. This estimate takes into account
the Group’s history of bad debt write-offs and extended unpaid invoices for each of its segments and also views
on market conditions both for certain business lines and territories. Determining the amount of a provision for
impairment is inherently challenging and in a given year there is a risk this estimate may materially change in the
following year, either due to successful, unforeseen collections or sudden deterioration or failures of clients. This is
therefore deemed to be a critical accounting estimate. See note 15 for further details.
Impairment testing of goodwill
The Group tests goodwill for impairment on an annual basis. For the 2024 and 2023 reporting periods, the
recoverable amount of the cash-generating units to which assets on the balance sheet have been allocated was
determined based on value-in-use calculations which requires estimation of future cash flows expected to arise
for the cash-generating unit, the selection of suitable discount rates and the estimation of future growth rates. As
determining such assumptions is inherently uncertain and subject to future factors, there is the potential that these
may differ in subsequent periods. See note 14 for further details.
Employee benefits
The determination of the Group’s defined benefit obligation depends on certain assumptions, such as the selection
of the discount rate, inflation rates and mortality rates. These assumptions are considered to be a key source of
estimation uncertainty as relatively small changes in the assumptions used may have a significant effect on the
Group’s financial statements within the next year. See note 23 for further details.
2.4 Property, plant and equipment
Land held for use in the production or supply of goods or services, or for administrative purposes, is stated on the
balance sheet at its historical cost.
Freehold and long leasehold properties, leasehold improvements, office furniture and equipment and motor vehicles
are recorded at cost less accumulated depreciation and any recognised impairment loss. Cost includes the original
purchase price of the asset.
Land is not depreciated. Depreciation on other assets is charged on a straight-line basis over the estimated useful life
(after allowing for estimated residual value, if material) of the asset, and is charged from the time an asset becomes
available for its intended use. Estimated useful lives are as follows:
Freehold and long leasehold properties
10 to 60 years
Leasehold improvements
Over the period of the lease
Office furniture and equipment
2 to 10 years
Motor vehicles
4 to 5 years
Estimates of useful lives and residual scrap values are assessed annually.
At each balance sheet date, the Group reviews the carrying amounts of its property, plant and equipment to
determine whether there is any indication that those assets have suffered an impairment loss.
2.5 Investment properties
Land and buildings held for long-term investment and to earn rental income are classified as investment properties.
Investment properties are stated at cost less accumulated depreciation and any recognised impairment loss.
Depreciation is charged on a straight-line basis over the estimated useful life of the asset, and is charged from the
time an asset becomes available for its intended use. The estimated useful life of investment properties is 60 years.
In addition to historical cost accounting, the Directors have also presented, through additional narrative, the fair value
of the investment properties in note 11.
1 5 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2 Statement of accounting policies continued
2.6 Business combinations and goodwill
Business combinations are accounted for using the acquisition method.
Goodwill is initially measured at cost being the excess of the cost of the business combination over the Group’s share
in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities.
All transaction costs are expensed in the income statement as incurred.
Any contingent consideration to be transferred by the Group is recognised at fair value at the acquisition date.
Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability are
recognised in the income statement. Contingent consideration that is classified as equity is not re‑measured, and its
subsequent settlement is accounted for within equity.
After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of
impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of
the Group’s cash-generating units identified according to operating segment.
2.7 Intangible assets
Separately acquired intangible assets are measured on initial recognition at cost. The cost of intangible assets
acquired in a business combination is the fair value as at the date of acquisition.
Costs incurred on development projects, relating to the introduction or design of new systems or improvement of
the existing systems, are only capitalised as intangible assets if capitalisation criteria under IAS 38 ‘Intangible Assets’
are met; that is, where the related expenditure is separately identifiable, the costs are measurable and management
is satisfied as to the ultimate technical and commercial viability of the project such that it will generate future
economic benefits based on all relevant available information. Capitalised development costs are amortised from the
date the system is fully operational over their expected useful lives (not exceeding five years). Other costs linked to
development projects that do not meet the above criteria such as data population, research expenditure and staff
training costs are recognised within administrative expenses as incurred.
Costs incurred in the provision and implementation of Software as a Service (‘SaaS’) agreements, including
subscriptions, software configuration and customisation, data migration, testing and training are expensed in the
income statement as incurred. To the extent that a SaaS agreement has a separately identifiable intangible asset that
is material, the costs are capitalised until the software application use commences and then amortised over their
expected useful life (not exceeding five years).
Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and any
accumulated impairment losses.
Intangible assets with finite lives are amortised over the useful life and assessed for impairment whenever there is
an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for
an intangible asset with a finite useful life are reviewed at least at each financial year-end. Changes in the expected
useful life or the expected pattern of consumption of future economic benefits embodied in the asset are accounted
for by changing the amortisation period or method, as appropriate, and are treated as changes in accounting
estimates. The amortisation expense on intangible assets with finite lives is recognised in the income statement
within administrative expenses.
Intangible assets are amortised as follows:
Trade name and non-contractual commercial relationships
Up to 15 years
Forward order book on acquisition
Up to 5 years
Development costs
Up to 5 years
F I N A N C I A L S TAT E M E N T S —
1 5 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
2.8 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
such indication exists, or when annual impairment testing for an asset is required, the Group estimates the
asset’s recoverable amount. An asset’s recoverable amount is the higher of its fair value less costs to sell and its
value-in-use and is determined for an individual asset, unless the asset does not generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of an asset exceeds
its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. 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. In determining
fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, or other available fair value indicators.
Impairment losses of continuing operations are recognised in the income statement in those expense categories
consistent with the function of the impaired asset.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication
that previously recognised impairment losses may no longer exist or may have decreased. If such an indication exists,
the Group makes an estimate of the recoverable amount. A previously recognised impairment loss is reversed only if
there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment
loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the asset in prior years.
Goodwill
The Group assesses whether there are any indicators that goodwill is impaired at each reporting date. Goodwill is
tested for impairment annually.
Any impairment of goodwill is determined by assessing the recoverable amount of the cash-generating units to
which the goodwill relates. Where the recoverable amount of the cash-generating units is less than their carrying
amount, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future
periods. The Group performs its annual impairment test of goodwill as at 31 December.
2.9 Investments and other financial assets
Classification
Financial assets within the scope of IFRS 9 ‘Financial Instruments’ are classified as financial assets at fair value
through profit or loss (‘FVPL’), financial assets at fair value through other comprehensive income (‘FVOCI’) and
financial assets at amortised cost.
The Group determines the classification of its financial assets on initial recognition, taking into account the purpose
for which the financial assets were acquired.
Financial assets at fair value through profit or loss (‘FVPL’)
These assets are measured at fair value. Net gains and losses are recognised in profit or loss in finance income or
finance costs. Any interest or dividend income are recognised in profit or loss in finance income or finance costs.
Financial assets at fair value through other comprehensive income (‘FVOCI’)
These assets are measured at fair value. Dividends are recognised when the entity’s right to receive payment is
established, it is probable the economic benefits will flow to the entity, and the amount can be measured reliably.
Dividends are recognised in the income statement unless they clearly represent recovery of a part of the cost of
the investment. Changes in fair value are recognised in other comprehensive income and are never recycled to the
income statement, even if the asset is sold or impaired.
Recognition and measurement
Fair value
The fair value of investments in equity instruments that are actively traded in organised financial markets is
determined by reference to quoted market bid prices at the close of business on the balance sheet date. For
investments where there is no active market, fair value is determined using valuation techniques. Such valuation
techniques include using recent arm’s-length market transactions, reference to the current market value of another
instrument which is substantially the same, discounted cash flow analysis, or other valuation models.
1 5 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2 Statement of accounting policies continued
2.9 Investments and other financial assets continued
Amortised cost
Loans and receivables are measured at amortised cost. This is computed using the effective interest method less any
allowance for impairment. The calculation takes into account any premium or discount on acquisition and includes
transaction costs and fees that are an integral part of the effective interest rate.
Trade and other receivables
Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using
the effective interest method less provision for impairment.
2.10 Impairment of financial assets
The Group assesses at each balance sheet date whether a financial asset or group of financial assets is impaired.
Assets carried at amortised cost
Impairment losses for trade receivables are recognised within revenue to the extent there is uncertainty at the time
of invoicing as to whether the clients are capable of settling their invoices when due. A provision for impairment is
determined with reference to specific analysis of increased credit loss risk for clients and lifetime expected credit
losses applied to all other trade receivables (the simplified approach). The carrying amount of the receivable
is reduced through use of an allowance account. Impaired debts are derecognised when they are assessed as
uncollectible.
2.11 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the first-in, first-out
(‘FIFO’) method and excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary
course of business, less applicable variable selling expenses.
2.12 Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits with an original maturity of between one day
and three months.
2.13 Derivative financial instruments and hedge accounting
The Group uses various derivative financial instruments to reduce exposure to foreign exchange movements.
These can include foreign currency contracts and currency options. All derivative financial instruments are initially
recognised on the balance sheet at their fair value adjusted for transaction costs.
The fair values of financial instrument derivatives are determined by reference to quoted prices in an active market.
The method of recognising the movements in the fair value of the derivative depends on whether the instrument has
been designated as a hedging instrument (determined with reference to IFRS 9 ‘Financial Instruments’) and, if so,
the cash flow being hedged. To qualify for hedge accounting, the terms of the hedge must be clearly documented
at inception and there must be an expectation that the derivative will be highly effective in offsetting changes in the
cash flow of the hedged risk. Hedge effectiveness is tested throughout the life of the hedge and if at any point it is
concluded that the relationship can no longer be expected to remain highly effective in achieving its objective, the
hedge relationship is terminated. The Group designates the hedged risk as movements in the spot rate, with changes
in the forward rate recognised in other comprehensive income.
Gains and losses on financial instrument derivatives which qualify for hedge accounting are recognised according to
the nature of the hedge relationship and the item being hedged.
Cash flow hedges: derivative financial instruments are classified as cash flow hedges when they hedge the Group’s
exposure to changes in cash flows attributable to a particular asset or liability or a highly probable forecast
transaction. Gains or losses on designated cash flow hedges are recognised directly in equity in other comprehensive
income, to the extent that they are determined to be effective. Any remaining portion of the gain or loss is
recognised immediately in the income statement. On recognition of the hedged asset or liability, any gains or losses
that had previously been recognised directly in equity are included in the initial measurement of the fair value of
the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for
hedge accounting, any cumulative gain or loss in equity remains there and is recognised in the income statement
when the forecast transaction is ultimately recognised. When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was reported in equity is immediately transferred to the income statement and
reported in revenue.
Where financial instrument derivatives do not qualify for hedge accounting, changes in the fair market value are
recognised immediately in the income statement.
F I N A N C I A L S TAT E M E N T S —
1 6 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
2.14 Trade and other payables
Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary course
of business. These are classified as current liabilities if payment is due within one year or less (or in the normal
operating cycle of the business if longer). If not, they are presented as non-current liabilities.
Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the
effective interest method.
2.15 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and
a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision
to be reimbursed, for example under an insurance contract, the reimbursement is recognised as a separate asset but
only when the reimbursement is virtually certain. The expense relating to any provision is presented in the income
statement net of any reimbursement. If the effect of the time value of money is material, provisions are discounted
using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is
used, the increase in the provision due to the passage of time is recognised as a finance cost.
2.16 Employee benefits
The Group operates various post-employment schemes, including both defined contribution and defined benefit
pension plans.
Defined contribution plans
For defined contribution plans, the Group pays contributions to publicly or privately administered pension
arrangements on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once
the contributions have been paid. The contributions are recognised as an employee benefit expense when they are
due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future
payments is available.
Defined benefit plans
Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement,
usually dependent on one or more factors such as age, years of service and compensation.
The asset/liability recognised in the balance sheet in respect of defined benefit pension plans is the difference
between the present value of the defined benefit obligation at the end of the reporting period and the fair value of
plan assets. Where the Group does not have an unconditional right to a scheme’s surplus, this asset is not recognised
in the balance sheet. The defined benefit obligation is calculated annually by independent actuaries using the
projected unit credit method. The present value of the defined benefit obligation is determined by discounting the
estimated future cash outflows using interest rates of high-quality corporate bonds that have terms to maturity
approximating to the terms of the related pension obligation.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to equity in other comprehensive income in the period in which they arise.
Past service costs are recognised immediately in administrative expenses.
The net benefit income/expense is calculated by applying the discount rate to the net balance of the defined benefit
obligation and the fair value of plan assets. This income/expense is included in other finance income – pensions in the
income statement.
1 6 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2 Statement of accounting policies continued
2.17 Share-based payment transactions
Employees (including senior executives) of the Group receive remuneration in the form of share-based payment
transactions, whereby consideration is received in the form of equity instruments for services rendered
(equity-settled transactions).
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date on
which they are granted. The fair value of these awards was valued using either a Monte Carlo valuation model or a
Black-Scholes model, depending on the type of award being valued. See note 22 for further details.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over
the period in which the performance and/or service conditions are fulfilled, ending on the date on which the
relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognised
for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately
vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised at
the beginning and end of that period.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon
a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied,
provided that all other performance and/or service conditions are satisfied.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per
share. See note 8 for further details.
The social security contributions payable in connection with the share options are considered an integral part of the
grant itself, and the charge will be treated as a cash-settled transaction.
2.18 Share capital
Ordinary shares are recognised in equity as share capital at their nominal value. The difference between
consideration received and the nominal value is recognised in the share premium account, except when applying the
merger relief provision of the Companies Act 2006.
Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction, net of
tax, from the proceeds.
Company shares held in trust in connection with the Group’s employee share schemes are deducted from
consolidated shareholders’ equity. Purchases, sales and transfers of the Company’s shares are disclosed as changes
in consolidated shareholders’ equity. The assets and liabilities of the trusts are consolidated in full into the Group’s
consolidated financial statements.
2.19 Revenue recognition
Revenue is recognised in accordance with the satisfaction of performance obligations of contracts.
Broking
Shipbroking and offshore revenue consists of commission receivable and is predominantly recognised at a point
in time. The point in time is deemed to be when the underlying parties to the transaction have completed their
respective obligations and successfully fulfilled the contract between them as brokered and overseen by Clarksons.
The transaction price is fixed and determined with reference to the contracted commission rate for the broker.
Broking revenue contracts vary, with certain contracts having a single performance obligation and others, such as
newbuilds, containing multiple performance obligations. In the case of single performance obligation contracts, the
transaction is allocated wholly against that performance obligation. In the case of multiple performance obligation
contracts, the transaction price is allocated with reference to the agreed stages of completion in the underlying
contract. The price for such stages is agreed between the underlying counterparties and Clarksons’ commission is
derived as a percentage of this. The stage of completion is deemed a reasonable proxy for the allocation of the total
consideration transaction price to performance obligations in the contract.
Time charter commission revenue is recognised over time in line with the period of time for which the vessel is being
chartered, which is deemed to be the most faithful representation of the service provided over the period of the
contract. The transaction price is apportioned evenly over the life of the charter per the contract.
Futures broking commissions are recognised when the services have been performed.
F I N A N C I A L S TAT E M E N T S —
1 6 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Financial
Revenue consists of commissions and fees receivable from financial services activities. Fees from investment banking
activities, syndication and other financial solutions are recognised at a point in time, on a success basis, when certain
criteria in applicable agreements have been met. Financial revenue usually involves a single performance obligation
(being successful execution of the relevant financial services activity). The transaction price is allocated wholly to
the point in time when this performance obligation is satisfied. The transaction price usually is determined as a fixed
percentage of the underlying financial services transaction.
Support
Agency income is recognised at a point in time when vessels arrive in port. The transaction price is clearly defined in
the contract as the fee for providing the service and an agreed charge is made for disbursements, if applicable.
Revenue from the sale of goods and services is recognised on the delivery of goods or the provision of services to
the client. The transaction price is clearly defined in the sales order for each product ordered.
Port services income is recognised on the vessel load or discharge completion date and stores rent on an over
time basis. The transaction price is clearly defined in the contract as the fee per tonne of product loaded, stored or
discharged.
Freight forwarding income is recognised on the date of dispatch of goods or services. The transaction price is clearly
defined as per the quote provided to the client for the storage or transportation of goods.
The transaction price is allocated wholly to the performance obligation.
Research
Revenue comprises both fees for one-off projects, which are recognised as and when services are performed,
and sales of shipping publications and other information, which are recognised when the research products are
delivered. Subscriptions to periodicals and other information are recognised over time, which is determined with
reference to the subscription period and therefore the most faithful representation of how the client consumes the
benefit. The transaction price is agreed in the contract and is on a per product basis and either recognised wholly at
a point in time, or in the case of subscriptions, it is spread evenly over the subscription period. The transaction price
is allocated wholly to the performance obligation.
Contract assets/liabilities
Except for Research, which is generally invoiced in advance, invoicing typically aligns with the timing that
performance obligations are satisfied. Payment terms are set out in note 15.
At the year-end, there may be amounts where invoices have not been raised but performance obligations are
deemed satisfied. These are recognised as contract assets and mainly arise in Broking and Financial. In Research,
amounts invoiced ahead of performance obligations being satisfied are included as contract liabilities.
2.20 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The Group considers the executive members of the Company’s Board to be the chief operating
decision maker.
Transactions between operating segments are at arm’s length.
1 6 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
2 Statement of accounting policies continued
2.21 Foreign currencies
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing on the date
of the transaction. At each balance sheet date, monetary assets and liabilities that are denominated in foreign
currencies are retranslated at the rates prevailing on the balance sheet date. Gains and losses arising on retranslation
are included in the income statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the
exchange rates as at the date of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates as at the date when the fair value was determined.
On consolidation, the assets and liabilities of the Group’s overseas operations are translated into pounds sterling
at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average
exchange rates for the period as an approximation of rates prevailing at the date of the transaction. Exchange
differences arising, if any, are recognised in the consolidated statement of comprehensive income and transferred
to the Group’s currency translation reserve. Such translation differences are recognised as income or expense in the
period in which an operation is disposed. Cumulative translation differences were set to zero at the date of transition
to IFRS.
Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and
liabilities of the foreign operation and translated at the closing rate.
2.22 Taxation
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount expected to
be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Current income tax is recognised in the income statement, except on items relating to equity, in which case the
related current income tax is recognised directly in equity.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred income tax liabilities are recognised for all taxable temporary differences, except:
— where the deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
profit nor taxable profit or loss; and
— in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the
reversal of the temporary differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry forward of unused tax
credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences and the carry forward of unused tax credits and unused tax losses can be utilised,
except:
— where the deferred income tax asset relating to the deductible temporary difference arises from the initial
recognition of an asset or liability in a transaction that is not a business combination and, at the time of the
transaction, affects neither the accounting profit nor taxable profit or loss; and
— in respect of deductible temporary differences associated with investments in subsidiaries, deferred income
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the
foreseeable future and taxable profit will be available against which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent
that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income
tax asset to be utilised. In calculating future taxable profits, the forecasts considered were consistent with those used
for the purposes of the Group’s annual goodwill impairment testing and relevant future taxable profits were generally
forecast for a minimum time frame of five years. Unrecognised deferred income tax assets are reassessed at each
balance sheet date and are recognised to the extent that it has become probable that future taxable profit will allow
the deferred tax asset to be recovered.
F I N A N C I A L S TAT E M E N T S —
1 6 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or
substantively enacted at the balance sheet date.
Deferred income tax relating to items recognised directly in equity is recognised in equity and not in profit or loss.
Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to set
off current tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable
entity and the same taxation authority, where there is an intention to settle the balances on a net basis.
2.23 Leases
The Group as lessee
The Group assesses whether a contract is, or contains, a lease, at inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee,
except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets.
For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the
term of the lease.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date, discounted by using the lessee’s incremental borrowing rate, if the rate implicit in the lease cannot be readily
determined. The incremental borrowing rate is based on the rate payable for loans of a similar term and asset value, or
from a series of inputs including government bond yields and adjustments to take into account entity-specific risk profiles.
Lease payments included in the measurement of the lease liability comprise fixed lease payments (including
in-substance fixed payments) less any lease incentives receivable; variable lease payments that depend on an
index or rate; amounts expected to be payable by the lessee under residual value guarantees; the exercise price
of purchase options, if the lessee is reasonably certain to exercise the options; and payments of penalties for
terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.
The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability
(using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.
The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset)
if one of the following occurs:
— The lease term has changed or there is a significant event or change in circumstances resulting in a change in the
assessment of the exercise of a purchase option, in which case the lease liability is remeasured by discounting the
revised lease payments using a revised discount rate.
— The lease payments change due to changes in an index or rate or a change in expected payment under a
guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease
payments using an unchanged discount rate.
— A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case
the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease
payments using a revised discount rate at the effective date of the modification.
Non-lease components are charged to the income statement in line with the services being provided.
The right-of-use assets comprise the initial measurement of the corresponding lease liability less any lease incentives
received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation.
Whenever the Group incurs an obligation for costs to restore the site on which it is located or to restore the
underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and
measured under IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’ with a corresponding entry within
the related right-of-use asset.
Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying
asset and starts at the commencement date of the lease. See note 2.8 for the policy on impairment.
The Group as lessor
The Group enters into lease agreements as a lessor with respect to some of its properties. Leases for which the
Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially
all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are
classified as operating leases.
All of the Group’s leases are classified as operating leases with rental income from these leases recognised on
a straight-line basis over the term of the relevant lease.
1 6 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
3 Revenue and expenses
2024
£m
2023
£m
Revenue
Revenue from contracts with customers
661.2
639.0
Revenue from other sources: rental income
0.2
0.4
661.4
639.4
Revenue is disaggregated further in note 4, which is the level at which it is analysed within the business. Further
information on the timing of transfer of goods and services for revenue streams is included in note 2. Included in
revenue is £10.7m (2023: £9.3m) that was included in the contract liability balance at the beginning of the year.
The forward order book comprises contracts where the Group’s performance obligations are not yet satisfied and
accordingly, no revenue or asset is recognised.
2024
£m
2023
£m
Cost of sales
Agency services
10.8
9.1
Inventories
21.3
19.6
Other
1.6
1.7
33.7
30.4
2024
£m
2023
£m
Finance income
Bank interest income
14.3
9.6
Dividend income
0.1
0.1
Other finance income
0.5
0.8
14.9
10.5
2024
£m
2023
£m
Finance costs
Interest expenses on lease liabilities
1.5
1.7
Other finance costs
0.4
0.5
1.9
2.2
2024
£m
2023
£m
Other finance income – pensions
Net benefit income
0.6
0.7
F I N A N C I A L S TAT E M E N T S —
1 6 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Operating profit
Operating profit from continuing operations is stated after charging/(crediting):
2024
£m
2023
£m
Depreciation
15.0
14.7
Amortisation of intangible assets
5.2
4.8
Net foreign exchange (gains)/losses
(5.7)
6.8
Research and development
11.5
16.2
Short-term lease expense
0.3
0.3
2024
£000
2023
£000
Auditors’ remuneration
Fees payable to the Company’s Auditors for the audit of the Company’s and Group’s
financial statements
438
490
Fees payable to the Company’s Auditors and their associates for other services:
The auditing of financial statements of subsidiaries of the Company
480
478
Audit-related assurance services
121
94
1,039
1,062
Audit-related assurance services consists of £48,000 (2023: £48,000) in relation to the half year review and £73,000
(2023: £46,000) of other audit-related services in relation to required regulatory reporting.
2024
£m
2023
£m
Employee compensation and benefits expense
Wages and salaries
380.7
370.2
Social security costs
36.8
34.2
Share-based payment expense
2.5
1.9
Pension costs – defined contribution plans
11.3
10.0
431.3
416.3
The numbers above include remuneration and pension entitlements for each Director. Details are included in the
Directors’ Remuneration Report in the Directors’ emoluments and compensation table on page 123. The Clarkson
PLC Directors are considered to be the only key management personnel.
The average monthly number of persons employed by the Group during the year, including Executive Directors,
is analysed below:
2024
Number of
employees
2023
Number of
employees
Broking
1,402
1,337
Financial
119
115
Support
432
361
Research
150
133
2,103
1,946
1 6 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
4 Segmental information
The Group considers the executive members of the Company’s Board to be the chief operating decision maker.
The Board receives segmental operating and financial information on a regular basis. The segments are determined
by the class of business the Company provides and are Broking, Financial, Support and Research. This is consistent
with the way the Group manages itself and with the format of the Group’s internal financial reporting.
Clarksons’ Broking division represents services provided to shipowners and charterers relating to the transportation
by sea of a wide range of cargoes. It also represents sale and purchase services provided to buyers and sellers/yards
of maritime assets. Also included is a futures broking operation which arranges principal-to-principal cash-settled
contracts for differences based upon standardised freight contracts.
The Financial division represents full-service investment banking, specialising in the maritime, oil services and natural
resources sectors. Clarksons also provides structured asset finance services and structured projects in the shipping,
offshore and real estate sectors.
Support includes port and agency services representing ship agency services provided throughout the UK and Egypt.
Research services encompass the provision of shipping-related information and publications.
All areas of the business work closely together to provide the best possible service to our clients. Internal recharges
are included within the appropriate segments. Segment revenue represents revenue from external clients.
The Group is not reliant on any major client that contributes more than 10% of Group revenue.
Business segments
Revenue
Results
2024
£m
2023
£m
2024
£m
2023
£m
Broking
529.3
516.8
122.6
121.2
Financial
42.6
44.1
5.2
6.6
Support
65.0
56.6
7.7
6.4
Research
24.5
21.9
9.5
8.4
Segment revenue/profit
661.4
639.4
145.0
142.6
Head office costs
(43.3)
(42.4)
Operating profit before exceptional items
and acquisition-related costs
101.7
100.2
Exceptional items
–
2.2
Acquisition-related costs
(3.2)
(2.6)
Operating profit
98.5
99.8
Finance income
14.9
10.5
Finance costs
(1.9)
(2.2)
Other finance income – pensions
0.6
0.7
Profit before taxation
112.1
108.8
Taxation
(25.8)
(23.0)
Profit for the year
86.3
85.8
Business segments
Assets
Liabilities
2024
£m
2023
£m
2024
£m
2023
£m
Broking
717.9
665.0
287.7
286.6
Financial
65.3
76.1
20.6
26.0
Support
63.9
69.1
26.9
34.1
Research
14.5
10.9
13.5
14.1
Segment assets/liabilities
861.6
821.1
348.7
360.8
Unallocated assets/liabilities
38.7
54.5
55.9
58.2
900.3
875.6
404.6
419.0
F I N A N C I A L S TAT E M E N T S —
1 6 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Unallocated assets predominantly relate to head office cash balances and cash on deposit, the pension scheme
surplus and tax assets. Unallocated liabilities include the pension scheme deficit, tax liabilities and head
office accruals.
Business segments
Non-current asset additions*
Depreciation
Amortisation
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Broking
9.9
11.2
11.4
11.5
4.6
4.5
Financial
0.1
0.5
1.1
1.1
–
–
Support
6.6
11.7
2.1
1.7
0.6
0.3
Research
–
–
0.4
0.4
–
–
16.6
23.4
15.0
14.7
5.2
4.8
* Excludes deferred tax assets and financial assets.
Geographical segments – by origin of invoice
Revenue
2024
£m
2023
£m
Europe, Middle East and Africa*
484.4
464.2
Americas
28.7
33.6
Asia-Pacific
148.3
141.6
661.4
639.4
Geographical segments – by location of assets
Non-current assets**
2024
£m
2023
£m
Europe, Middle East and Africa*
218.8
236.2
Americas
4.8
4.9
Asia-Pacific
13.4
12.9
237.0
254.0
* Includes revenue for the UK of £287.6m (2023: £281.9m) and non-current assets for the UK of £111.2m (2023: £116.0m).
** Non-current assets excludes deferred tax assets and employee benefits.
5 Exceptional items
There were no exceptional items in 2024.
In December 2023, the Group completed the sale of an industrial unit, which resulted in a gain of £3.5m, after
transaction fees and costs. The Group donated £1.3m of the proceeds to The Clarkson Foundation. The net gain
of £2.2m is shown as an exceptional item in 2023.
6 Acquisition-related costs
Included in acquisition-related costs is £0.5m (2023: £0.2m) relating to the amortisation of intangibles acquired
and £1.2m (2023: £0.3m) of charges relating to previous acquisitions.
Also included is £0.3m (2023: £0.3m) relating to the amortisation of intangibles acquired and £1.1m (2023: £1.6m)
of charges relating to current year acquisitions.
Included in administrative expenses is £0.1m (2023: £0.2m) of transaction costs relating to acquisitions in the current
year. See note 13 for further details.
1 6 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
7 Taxation
Tax charged in the consolidated income statement is as follows:
2024
£m
2023
£m
Current tax
Tax on profits for the year
27.5
27.3
Adjustments in respect of prior years
(2.0)
(0.8)
25.5
26.5
Deferred tax
Origination and reversal of temporary differences
0.3
(3.1)
Impact of change in tax rates
–
(0.4)
0.3
(3.5)
Total tax charge in the income statement
25.8
23.0
Tax relating to items (credited)/charged to equity is as follows:
2024
£m
2023
£m
Current tax
Employee benefits
– other employee benefits
(1.1)
(0.3)
(1.1)
(0.3)
Deferred tax
Employee benefits
– on pension benefits
(0.4)
(0.5)
Employee benefits
– other employee benefits
(2.0)
0.5
Foreign currency contracts
(1.4)
2.5
Other temporary differences
–
(0.1)
(3.8)
2.4
Total tax (credit)/charge in the statement of changes in equity
(4.9)
2.1
Reconciliation of tax charge
The tax charge in the consolidated income statement for the year is lower (2023: lower) than the average standard
rate of corporation tax in the UK of 25.0% (2023: 23.5%). The differences are reconciled below:
2024
£m
2023
£m
Profit before taxation
112.1
108.8
Profit at UK average standard rate of corporation tax of 25.0% (2023: 23.5%)
28.0
25.6
Effects of:
Expenses not deductible for tax purposes
2.7
2.4
Non-taxable income
–
(1.2)
Lower tax rates on overseas earnings
(4.9)
(3.3)
Tax losses recognised
–
(0.4)
Adjustments relating to prior year
(2.0)
(1.2)
Adjustments relating to changes in tax rates
–
(0.4)
Other adjustments
2.0
1.5
Total tax charge in the income statement
25.8
23.0
F I N A N C I A L S TAT E M E N T S —
1 7 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Deferred tax
Deferred tax charged/(credited) in the consolidated income statement is as follows:
2024
£m
2023
£m
Employee benefits
– on pension benefits
–
0.1
Employee benefits
– on employee benefits
0.2
(3.0)
In relation to earnings of overseas subsidiaries
0.2
0.3
Other temporary differences
(0.1)
(0.9)
Deferred tax charge/(credit) in the income statement
0.3
(3.5)
Deferred tax included in the balance sheet is as follows:
2024
£m
2023
£m
Deferred tax assets
Employee benefits
– other employee benefits
19.5
17.7
Tax losses
0.1
–
Foreign currency contracts
0.7
–
Other temporary differences
2.2
3.1
Deferred tax assets before offset
22.5
20.8
Offset against deferred tax liabilities
(4.4)
(4.0)
Deferred tax assets in the balance sheet
18.1
16.8
Deferred tax liabilities
Employee benefits
– on pension benefits
(3.1)
(3.5)
In relation to earnings of overseas subsidiaries
(3.4)
(3.1)
Foreign currency contracts
–
(0.8)
Intangible assets
(2.5)
(2.4)
Other temporary differences
(3.3)
(3.6)
Deferred tax liabilities before offset
(12.3)
(13.4)
Offset against deferred tax assets
4.4
4.0
Deferred tax liabilities in the balance sheet
(7.9)
(9.4)
Deferred tax assets and liabilities are offset and reported net where appropriate and permitted within territories.
Included in the above are deferred tax assets of £5.5m (2023: £6.4m) and deferred tax liabilities of £nil (2023: £nil)
which are due within one year. Deferred tax assets are recognised to the extent that the realisation of the related tax
benefit through future taxable profits is probable.
All deferred tax movements arise from the origination and reversal of temporary differences. The Group did not
recognise a deferred tax asset of £2.9m (2023: £2.7m) in respect of unused tax losses of £9.8m (2023: £8.4m),
which predominantly have either no expiry date or an expiry date of 10 years or more.
Deferred taxes at the balance sheet date have been measured using the appropriate and substantively enacted tax
rates and are reflected in these financial statements.
1 7 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
8 Earnings per share
2024
2023
Underlying
£m
Reported
£m
Underlying
£m
Reported
£m
Profit for the year attributable to equity holders
of the Parent Company
87.9
84.9
83.8
83.8
2024
2023
Underlying
Million
Reported
Million
Underlying
Million
Reported
Million
Weighted average number of ordinary shares
(excluding share purchase trusts’ shares) – basic
30.7
30.7
30.5
30.5
Dilutive effect of share options
0.2
0.2
0.2
0.2
Weighted average number of ordinary shares
(excluding share purchase trusts’ shares) – diluted
30.9
30.9
30.7
30.7
2024
2023
Underlying
Pence
Reported
Pence
Underlying
Pence
Reported
Pence
Basic earnings per share
286.9
277.1
275.0
275.2
Diluted earnings per share
284.9
275.2
273.5
273.6
Basic earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity holders
of the Parent Company by the weighted average number of ordinary shares in issue during the year.
Diluted earnings per share amounts are calculated by dividing profit for the year attributable to ordinary equity
holders of the Parent Company by the weighted average number of ordinary shares in issue during the year, plus
the weighted average number of ordinary shares that would be issued on the conversion of all the dilutive potential
ordinary shares into ordinary shares. The calculation of diluted earnings per share does not assume conversion,
exercise, or other issue of potential ordinary shares that would have an anti-dilutive effect on earnings per share.
The share awards relating to Directors, where the performance conditions have not yet been met at the balance
sheet date, are not included in the above numbers. The weighted average number of these shares was 38,218
(2023: 50,196).
There are 65,148 share options in relation to the employee ShareSave scheme that are not included because they
are anti-dilutive at the year-end (2023: 22,901). These options could potentially dilute basic earnings per share in
the future.
9 Dividends
2024
£m
2023
£m
Declared and paid during the year:
Final dividend for 2023 of 72p per share (2022: 64p per share)
21.8
19.3
Interim dividend for 2024 of 32p per share (2023: 30p per share)
9.7
9.0
Dividend paid
31.5
28.3
Proposed for approval at the AGM (not recognised as a liability at 31 December):
Final dividend for 2024 proposed of 77p per share (2023: 72p per share)
23.6
22.1
F I N A N C I A L S TAT E M E N T S —
1 7 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
10 Property, plant and equipment
2024
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Motor
vehicles
£m
Total
£m
Original cost
At 1 January 2024
11.3
21.7
31.4
0.9
65.3
Additions
0.1
1.5
3.8
0.3
5.7
Arising on acquisitions
–
–
0.3
–
0.3
Disposals
(0.3)
(1.1)
(3.4)
(0.2)
(5.0)
Foreign exchange differences
(0.2)
(0.1)
(0.6)
–
(0.9)
At 31 December 2024
10.9
22.0
31.5
1.0
65.4
Accumulated depreciation
At 1 January 2024
1.9
12.1
22.3
0.5
36.8
Charged during the year
0.3
1.5
3.4
0.2
5.4
Disposals
(0.2)
(1.1)
(3.3)
(0.2)
(4.8)
Foreign exchange differences
(0.1)
(0.1)
(0.3)
–
(0.5)
At 31 December 2024
1.9
12.4
22.1
0.5
36.9
Net book value at 31 December 2024
9.0
9.6
9.4
0.5
28.5
2023
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Motor
vehicles
£m
Total
£m
Original cost
At 1 January 2023
10.0
20.6
27.3
1.1
59.0
Additions
1.8
1.6
4.5
0.1
8.0
Arising on acquisitions
–
0.2
0.1
0.1
0.4
Disposals
(0.2)
(0.3)
–
(0.3)
(0.8)
Foreign exchange differences
(0.3)
(0.4)
(0.5)
(0.1)
(1.3)
At 31 December 2023
11.3
21.7
31.4
0.9
65.3
Accumulated depreciation
At 1 January 2023
2.1
11.0
19.6
0.8
33.5
Charged during the year
0.1
1.5
3.1
0.1
4.8
Disposals
(0.1)
(0.2)
–
(0.2)
(0.5)
Foreign exchange differences
(0.2)
(0.2)
(0.4)
(0.2)
(1.0)
At 31 December 2023
1.9
12.1
22.3
0.5
36.8
Net book value at 31 December 2023
9.4
9.6
9.1
0.4
28.5
At 31 December 2024 there was £11.6m relating to fully depreciated property, plant and equipment that is still in use
(2023: £15.2m).
1 7 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
11 Investment properties
2024
£m
2023
£m
Cost
At 1 January and 31 December
2.1
2.1
Accumulated depreciation
At 1 January
1.1
1.1
Charged during the year*
–
–
At 31 December
1.1
1.1
Net book value at 31 December
1.0
1.0
* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.
The fair value of the investment properties at 31 December 2024 was £2.5m (2023: £2.2m). This was based on
valuations from external independent valuers who have the appropriate professional qualifications and recent
experience of valuing properties in the location and of the type being valued.
12 Right-of-use assets
2024
2023
Leasehold
properties
£m
Motor
vehicles
£m
Total
£m
Leasehold
properties
£m
Motor
vehicles
£m
Total
£m
Cost
As at 1 January
73.1
1.6
74.7
70.1
0.7
70.8
Additions
6.2
0.5
6.7
3.5
0.9
4.4
Arising on acquisitions
–
–
–
3.5
–
3.5
Disposals
(2.0)
–
(2.0)
(1.3)
–
(1.3)
Foreign exchange differences
(2.2)
–
(2.2)
(2.7)
–
(2.7)
At 31 December
75.1
2.1
77.2
73.1
1.6
74.7
Accumulated depreciation
As at 1 January
38.3
0.5
38.8
31.4
0.1
31.5
Charged during the year
9.1
0.5
9.6
9.5
0.4
9.9
Disposals
(2.0)
–
(2.0)
(1.3)
–
(1.3)
Foreign exchange differences
(1.3)
0.1
(1.2)
(1.3)
–
(1.3)
At 31 December
44.1
1.1
45.2
38.3
0.5
38.8
Net book value at 31 December
31.0
1.0
32.0
34.8
1.1
35.9
F I N A N C I A L S TAT E M E N T S —
1 7 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
13 Intangible assets
2024
Goodwill
£m
Development
costs
£m
Other
intangible
assets
£m
Total
£m
Cost
At 1 January 2024
276.7
25.3
33.9
335.9
Additions
–
1.5
0.1
1.6
Arising on acquisitions
0.3
–
2.0
2.3
Other (reclassification)
(0.1)
–
0.1
–
Foreign exchange differences
(16.8)
–
(2.7)
(19.5)
At 31 December 2024
260.1
26.8
33.4
320.3
Accumulated amortisation and impairment
At 1 January 2024
112.2
10.4
30.4
153.0
Charged during the year
–
4.5
0.7
5.2
Foreign exchange differences
(8.2)
–
(2.3)
(10.5)
At 31 December 2024
104.0
14.9
28.8
147.7
Net book value at 31 December 2024
156.1
11.9
4.6
172.6
2023
Goodwill
£m
Development
costs
£m
Other
intangible
assets
£m
Total
£m
Cost
At 1 January 2023
291.9
21.3
33.4
346.6
Additions
–
2.8
–
2.8
Arising on acquisitions
1.2
–
3.1
4.3
Other (reclassification)
–
1.2
(1.2)
–
Foreign exchange differences
(16.4)
–
(1.4)
(17.8)
At 31 December 2023
276.7
25.3
33.9
335.9
Accumulated amortisation and impairment
At 1 January 2023
120.3
6.2
31.2
157.7
Charged during the year
–
4.2
0.6
4.8
Foreign exchange differences
(8.1)
–
(1.4)
(9.5)
At 31 December 2023
112.2
10.4
30.4
153.0
Net book value at 31 December 2023
164.5
14.9
3.5
182.9
Development costs are amortised based on their estimated useful life, which will not typically exceed five years,
when ready for use. These costs represent expenditure incurred in relation to the Sea suite of products, see page 43
for further details on Sea.
All intangible assets are held in the currency of the businesses acquired and are subject to foreign exchange
retranslations to the closing rate at each year-end.
In 2024 the Group made acquisitions, which are detailed further in this note, resulting in goodwill of £0.3m and
£2.0m of other intangible assets.
1 7 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
13 Intangible assets continued
Acquisitions – 2024
Trauma & Resuscitation Services
On 5 February 2024, Gibb Group Limited acquired 100% of the share capital of Trauma & Resuscitation Services
Limited. The initial cash consideration was £2.0m, with a further £0.3m paid during the year. An additional maximum
£3.3m is payable contingent on the achievement of post-transaction earnings targets and ongoing employment.
This acquisition will increase Gibb Group’s service offering, extending its strong coverage of the oil & gas, marine, and
renewable energy sectors with the inclusion of the Trauma Resus EURIECA programme, which is recognised as the
global standard for advanced first aid for the offshore wind sector.
Independent Shipping Agencies
On 31 May 2024, Clarkson Port Services Limited entered into an Asset Purchase Agreement with Independent
Shipping Agencies Limited for cash consideration of £0.1m, with a further maximum amount payable of £0.2m
contingent on the achievement of post-transaction earnings targets and ongoing employment.
The goodwill of £0.1m is attributable to the strategic benefits of integrating the workforce acquired.
This acquisition allows Clarksons Port Services to be the sole provider of agency services to a major international
commodity house.
Wind Farm Equipment
On 20 September 2024, Gibb Group Limited entered into an Asset Purchase Agreement with Wind Farm Equipment
Limited. The initial consideration was £0.7m.
The acquisition brings a leading brand in-house to Gibb Group, including its UK hire fleet assets.
The goodwill of £0.2m is attributable to strategic benefits of having alternative products to supply its customers and
the increased ability to generate future cash flows from new customer relationships.
The following table summarises the consideration paid, the provisional fair value of the net assets acquired, and the
liabilities assumed, for each acquisition.
Trauma &
Resuscitation
Services
£m
Independent
Shipping
Agencies
£m
Wind Farm
Equipment
£m
Total
£m
Intangible assets
1.7
–
0.3
2.0
Property, plant and equipment
0.1
–
0.2
0.3
Trade and other receivables
1.3
–
0.1
1.4
Cash and cash equivalents
0.6
–
–
0.6
Total assets
3.7
–
0.6
4.3
Trade and other payables
(0.8)
–
–
(0.8)
Income tax payable
(0.2)
–
–
(0.2)
Deferred tax liabilities
(0.4)
–
(0.1)
(0.5)
Total liabilities
(1.4)
–
(0.1)
(1.5)
Net identifiable assets acquired
2.3
–
0.5
2.8
Goodwill
–
0.1
0.2
0.3
Total consideration paid in cash
2.3
0.1
0.7
3.1
F I N A N C I A L S TAT E M E N T S —
1 7 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The table below details the revenue and net profit after tax contributed to the Group since each respective
acquisition date, together with consolidated pro-forma revenue and reported profit for the year ended
31 December 2024, if the acquisitions had occurred on 1 January 2024.
Trauma &
Resuscitation
Services
£m
Independent
Shipping
Agencies
£m
Wind Farm
Equipment
£m
Revenue contributed since acquisition
4.1
0.2
0.1
Net profit after tax since acquisition
1.0
0.1
–
Consolidated pro-forma revenue
661.8
661.5
661.6
Consolidated pro-forma reported profit for the year
86.4
86.4
86.4
These amounts have been calculated extrapolating the acquirees’ results without the need for adjustments for
differences in accounting policies, including the additional depreciation and amortisation that would have been
charged assuming that the fair value adjustments to intangible assets had applied from 1 January 2024, together
with the consequential tax effects.
This information is not necessarily indicative of the 2024 results of the combined Group had the acquisitions actually
been made at the beginning of the period presented, or indicative of the future consolidated performance given the
nature of the business acquired.
The table below sets out the net cash outflow of the acquisitions:
2024
£m
Outflow of cash to acquire subsidiaries, net of cash acquired
Trauma & Resuscitation cash consideration
2.3
Independent Shipping Agencies cash consideration
0.1
Wind Farm Equipment cash consideration
0.7
3.1
Less: Cash acquired
(0.6)
Net outflow of cash – investing activities
2.5
Transaction costs of £0.1m are included in administrative expenses in the income statement and in operating cash
flows in the cash flow statement.
Acquisitions – 2023
On 6 February 2023, Clarkson Port Services Holdings B.V. acquired 100% of the share capital of DHSS Service B.V.,
DHSS Logistics B.V., DHSS Projects B.V. and DHSS Aviation B.V., located in the Netherlands. Initial cash consideration
was €4.6m (£4.1m), with a further €6.2m payable depending on the achievement of post-transaction earnings
targets and ongoing employment.
On 28 March 2023, Maritech Services Limited acquired 100% of the MarDocs digital platform business. Total
consideration was €1.5m (£1.2m).
On 31 March 2023, Maritech Services Limited acquired 100% of the share capital of Recap Manager Limited for
negligible consideration.
On 31 October 2023, Clarksons Brasil Ltda entered into an Asset Purchase Agreement with a seller group, comprising
Leme Chartering Comercio Maritimo Ltda and four individuals. Initial consideration was US$0.1m (£0.1m), with a
further maximum amount payable of US$0.7m dependent on earn-out targets.
Further information on these acquisitions, including details of the consideration paid, the fair value of the assets
acquired and the liabilities assumed, can be found on pages 180 and 181 of the 2023 Annual Report.
1 7 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
14 Impairment testing of goodwill
Goodwill is allocated to the Group’s cash-generating units (‘CGUs’) identified according to operating division.
The carrying amount of goodwill acquired through business combinations is as follows:
2024
£m
2023
£m
Dry cargo chartering
16.0
16.2
Container chartering
2.0
2.0
Tankers chartering
9.9
10.8
Specialised products chartering
13.0
13.1
Gas chartering
2.8
2.8
Sale and purchase broking
38.8
42.2
Offshore broking
44.6
46.3
Securities
11.8
13.0
Project finance
10.5
11.6
Port and agency services
3.4
3.2
Research services
3.3
3.3
156.1
164.5
The movement in the aggregate carrying value is analysed in more detail in note 13.
Goodwill is allocated to CGUs which are tested for impairment at least annually. The goodwill arising in each CGU is
similar in nature and thus the testing for impairment uses the same approach.
The recoverable amounts of the CGUs are assessed using a value-in-use model. Value-in-use is calculated as the net
present value of the projected risk-adjusted cash flows of the CGU to which the goodwill is allocated.
The key assumptions used for value-in-use calculations are as follows:
— The pre-tax discount rate for the chartering and broking CGUs is 13.1% (2023: 12.3%); port and agency services is
13.0% (2023: 12.4%); research services is 13.2% (2023: 12.1%); and for securities and project finance is 13.2% (2023:
12.5%). As all broking and chartering CGUs have operations that are global in nature and similar risk profiles, the
same discount rate has been used.
— These discount rates are based on the Group’s weighted average cost of capital (‘WACC’) and adjusted for
CGU-specific risk factors. The Group’s WACC is a function of the Group’s cost of equity, derived using a Capital
Asset Pricing Model. The cost of equity includes a number of variables to reflect the inherent risk of the business
being evaluated.
— The cash flow projections are based on financial budgets and strategic plans approved by the Board, extrapolated
over a five-year period. These assume a level of revenue and profits which are based on both past performance
and expectations for future market development and take into account the cyclicality of the business in which
the CGU operates. The effect on cash flows of climate change was considered but assessed to have no material
impact at this time. Cash flows beyond the five-year period are extrapolated in perpetuity using a conservative
growth rate of 1.7% (2023: 1.7%) across all CGUs.
The results of the Directors’ review of goodwill indicate headroom for all CGUs.
The offshore broking and securities CGUs are sensitive to changes in key assumptions and therefore sensitivity
analysis has been carried out using reasonably possible changes to these key assumptions, none of which cause an
impairment. An increase in the discount rate of 1% would decrease value-in-use by £3.6m for offshore broking and
£0.8m for securities. A decrease in total pre-tax cash flows of 5% would decrease value-in-use by £2.9m for offshore
broking and £0.7m for securities. For the other CGUs, there are no reasonably possible changes in key assumptions
that would result in an impairment.
In light of continuing, global macro-economic and geo-political uncertainty, the Board keeps the carrying value of
goodwill under constant review and continually monitors for any potential indicators of impairment.
F I N A N C I A L S TAT E M E N T S —
1 7 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
15 Trade and other receivables
2024
£m
2023
£m
Non-current
Other receivables
1.0
1.7
Foreign currency contracts
–
2.7
1.0
4.4
Current
Trade receivables
110.6
121.7
Other receivables
7.0
11.4
Foreign currency contracts
1.1
0.8
Prepayments
9.0
9.5
Contract assets
2.8
4.1
130.5
147.5
Trade receivables are non-interest bearing and are generally on terms payable within 90 days. As at
31 December 2024, the allowance for impairment of trade receivables was £22.0m (2023: £21.9m). The allowance
is based on experience and ongoing market information about the creditworthiness of specific counterparties and
expected credit losses in respect of the remaining balances.
The Group has unconditional rights to consideration in respect of trade receivables, except for £1.2m (2023: £1.2m)
which relates to amounts invoiced in respect of subscriptions where revenue is recognised over time and the right
to payment is conditional on satisfying this performance obligation. These amounts are deferred as revenue and
included within the contract liability balance. See note 19.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected
loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped
based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment
profiles of invoices over a period of 36 months before 1 January 2024 and the corresponding historical credit losses
experienced within this period. These are then adjusted, if necessary, to reflect current and forward-looking information,
such as the general economic condition of the market in which the counterparty operates.
The following table shows the exposure to credit risk and expected credit losses of trade receivables as at 31 December:
2024
2023
Expected loss
rate
%
Gross
carrying
amount
£m
Loss
allowance
£m
Expected loss
rate
%
Gross
carrying
amount
£m
Loss
allowance
£m
0 – 3 months
3.8
99.0
3.8
3.5
108.5
3.8
3 – 12 months
26.7
21.0
5.6
25.3
22.7
5.7
Over 12 months
100.0
12.6
12.6
100.0
12.4
12.4
132.6
22.0
143.6
21.9
Movements in the loss allowance for trade receivables were as follows:
2024
£m
2023
£m
At 1 January
21.9
19.6
Release of loss allowance
(13.8)
(11.8)
Receivables written off during the year as uncollectible
(0.8)
(0.5)
Increase in loss allowance
14.4
15.7
Foreign exchange differences
0.3
(1.1)
At 31 December
22.0
21.9
Included within the movements in the loss allowance were amounts which were provided at the time of invoicing for
which no revenue has been recognised, because collectibility was not considered probable; see note 2. The other
classes within trade and other receivables do not include any impaired items.
1 7 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
15 Trade and other receivables continued
The carrying amounts of the Group’s trade receivables are denominated in the following currencies:
2024
£m
2023
£m
US dollar
83.8
83.3
Sterling
17.2
24.1
Norwegian krone
2.4
5.5
Other currencies
7.2
8.8
110.6
121.7
16 Investments
2024
£m
2023
£m
Non-current
Financial assets at fair value through profit or loss
1.9
1.3
1.9
1.3
Current
Cash on deposit
62.0
37.8
Government bonds
–
2.1
Financial assets at fair value through profit or loss
0.2
0.2
62.2
40.1
The non-current financial assets at fair value through profit or loss relate to equity and other investments. The Group
held deposits totalling £62.0m (2023: £37.8m) with maturity periods greater than three months and £nil of
government bonds (2023: £2.1m). Current financial assets at fair value through profit or loss relate to convertible
bonds in the Financial segment.
17 Inventories
2024
£m
2023
£m
Finished goods
4.3
3.3
The cost of inventories recognised as an expense and included in cost of sales amounted to £21.3m (2023: £19.6m).
18 Cash and cash equivalents
2024
£m
2023
£m
Cash at bank and in hand
234.5
281.2
Short-term deposits
196.8
117.7
431.3
398.9
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. Short-term deposits are
made for varying periods between one day and three months, depending on the immediate cash requirements of
the Group, and earn interest at the respective short-term deposit rates. The fair value of cash and cash equivalents is
£431.3m (2023: £398.9m).
Included in cash at bank and in hand is £1.5m (2023: £1.6m) of restricted funds relating to employee taxes, security
trading deposits pending settlement and other commitments.
F I N A N C I A L S TAT E M E N T S —
1 8 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
19 Trade and other payables
2024
£m
2023
£m
Current
Trade payables
18.8
34.4
Other payables
7.4
19.6
Other tax and social security
5.1
5.7
Deferred consideration
–
0.4
Foreign currency contracts
1.8
–
Bonus accruals
249.6
237.7
Other accruals
31.2
30.1
Contract liabilities
12.5
11.5
326.4
339.4
Non-current
Other payables
4.7
3.2
Foreign currency contracts
2.1
–
6.8
3.2
Trade payables and other payables are non-interest bearing and are normally settled on demand.
20 Lease liabilities
2024
£m
2023
£m
Current
Lease liabilities
10.6
10.4
Non-current
Lease liabilities
27.5
32.8
A maturity analysis of undiscounted lease liability payments is included within note 27.
Included within lease liabilities are £8.4m (2023: £10.0m) of leases where payments are linked to an index.
The liabilities in relation to these leases are only adjusted as and when the change in rental cash flows takes effect.
21 Provisions
2024
£m
2023
£m
Current
At 1 January
0.6
0.6
Arising during the year
0.6
0.1
Foreign exchange differences
(0.2)
(0.1)
At 31 December
1.0
0.6
Non-current
At 1 January
1.9
1.9
Arising during the year
1.7
–
At 31 December
3.6
1.9
Provisions include £2.2m (2023: 1.5m) for various legal matters and for the dilapidation of various leasehold
premises which will be utilised on cessation of the lease and £2.4m (2023: £0.9m) in relation to provisions for
employee benefits.
1 8 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
22 Share-based payment plans
2024
£m
2023
£m
Expense arising from equity-settled share-based payment transactions
2.5
1.9
The share-based payment plans are described below. There were no cancellations or modifications to any of the
plans during 2024 or 2023.
Share options
Long-term incentive awards
Details of the long-term incentive awards are included in the Directors’ Remuneration Report on page 133. Awards
made to the Directors are given in the Directors’ Remuneration Report on page 126. The fair value of awards that are
not subject to a market-based performance condition were valued using a Black-Scholes model. The fair value of
awards subject to a market-based performance condition were valued using a stochastic model. For awards subject
to a holding period a Chaffe protective put method was used to estimate a discount for the lack of marketability.
ShareSave scheme
The ShareSave scheme (or local equivalent) enables eligible employees to acquire options to purchase ordinary
shares in the Company at a discount. To participate in the scheme, the employees are required to save a set amount
each month, up to a maximum of £500 (or local equivalent) per month, for a period of 24 to 36 months, depending
on their jurisdiction. Under the terms of the scheme, at the end of the savings period the employees are entitled to
purchase shares using their savings at a price of 15% to 20% (depending on jurisdiction) below the market price just
ahead of the invitation date. Employees that remain in service at the end of the savings period and make the required
savings from their monthly salary for the savings period will become entitled to purchase the shares. Employees
who cease their employment, do not save the required amount from their monthly salary, or elect not to exercise
their option to purchase shares will be refunded their full savings. In certain circumstances, employees who cease
their employment may exercise their option to purchase shares. The fair value of these awards was valued using a
Black‑Scholes model.
Movements in the year
The following table illustrates the number of, and movements in, share options during the year:
Outstanding
at 1 January
2024
Granted
in year
Lapsed
in year
Exercised
in year
Outstanding at
31 December
2024
Exercisable at
31 December
2024
Weighted
average
contractual
life
Years
Long-term incentive
awards1
185,157
33,539
–
(102,707)
115,989
–
8.26
2020 ShareSave2
34,201
–
(1,019)
(33,182)
–
–
–
2021 ShareSave3
22,901
–
(2,801)
(13,071)
7,029
7,029
0.33
2022 ShareSave4
201,697
–
(15,674)
(6,753)
179,270
–
1.33
2023 ShareSave5
166,330
780
(12,644)
(189)
154,277
–
2.29
2024 ShareSave6
–
71,488
(1,399)
–
70,089
–
3.21
610,286
105,807
(33,537)
(155,902)
526,654
7,029
The exercise prices for share options outstanding at the year-end were: 1£nil, 2N/A, 3£31.44, 4£22.51, 5£21.62–£23.07,
6£30.59–£31.17.
The weighted average exercise price for each movement in share options is as follows:
Outstanding
at 1 January
2024
£
Granted
in year
£
Lapsed
in year
£
Exercised
in year
£
Outstanding at
31 December
2024
£
Exercisable at
31 December
2024
£
Long-term incentive
awards
–
–
–
–
–
–
ShareSave
22.39
30.55
23.16
22.64
23.73
31.44
Total
15.59
20.87
23.16
7.72
18.50
31.44
The weighted average share price at the date of exercise was £39.77.
F I N A N C I A L S TAT E M E N T S —
1 8 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The following table illustrates the number of, and movements in, share options for the previous year:
Outstanding
at 1 January
2023
Granted
in year
Lapsed
in year
Exercised
in year
Outstanding at
31 December
2023
Exercisable at
31 December
2023
Weighted
average
contractual
life
Years
Long-term incentive
awards1
141,518
43,902
(263)
–
185,157
55,947
7.69
2019 ShareSave2
39,386
–
(1,561)
(37,825)
–
–
–
2020 ShareSave3
104,274
–
(4,663)
(65,410)
34,201
34,201
0.33
2021 ShareSave4
34,089
–
(11,188)
–
22,901
–
1.33
2022 ShareSave5
234,254
–
(32,404)
(153)
201,697
–
2.28
2023 ShareSave6
–
168,443
(2,113)
–
166,330
–
3.30
553,521
212,345
(52,192)
(103,388)
610,286
90,148
The exercise prices for share options outstanding at the year-end were: 1£nil, 2N/A, 3£19.28, 4£31.44, 5£22.05–£22.51,
6£21.62–£23.07.
The weighted average exercise price for each movement in share options are as follows:
Outstanding
at 1 January
2023
£
Granted
in year
£
Lapsed
in year
£
Exercised
in year
£
Outstanding at
31 December
2023
£
Exercisable at
31 December
2023
£
Long-term incentive
awards
–
–
–
–
–
–
ShareSave
22.02
21.65
24.02
18.93
22.39
19.28
Total
16.39
17.17
23.90
18.93
15.59
7.30
The weighted average share price at the date of exercise was £29.08.
Significant inputs
The inputs into the models used to value options granted in the period fell within the following ranges:
2024
2023
Share price at date of grant (£)
36.35–40.35
27.35–30.95
Exercise price (£)
0.00–31.17
0.00–23.07
Expected term (years)
2.0–3.3
2.0–3.3
Risk-free interest rate (%)
3.8–4.4
3.7–4.7
Expected dividend yield (%)
0.0–2.9
0.0–3.4
Expected volatility (%)
27.5–29.9
31.5–32.5
Expected volatility is calculated using historical data, where available, over the period of time commensurate with
the remaining performance period for long-term incentive awards and the expected award term for the ShareSave
scheme, as at the date of grant.
Other employee incentives
During the year, 87,204 shares (2023: nil) at a weighted average price of £39.83 (2023: n/a) were awarded to
employees for future services and are therefore charged to the income statement over the service period. An
expense of £0.4m (2023: £nil) has been recognised in the income statement under administrative expenses in
relation to these awards. In addition, 613,124 shares (2023: 1,454,526 shares) at a weighted average price of £40.22
(2023: £30.70) were awarded to employees in settlement of 2023 (2022) cash bonuses.
The fair value of these shares was determined based on the market price at the date of grant.
1 8 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
23 Employee benefits
The Group operates three final salary defined benefit pension schemes, being the Clarkson PLC scheme, the
Plowrights scheme and the Stewarts scheme, all within the UK. The schemes are all registered as occupational
pension schemes with HMRC and are subject to UK legislation and oversight from the Pensions Regulator. These are
funded by the payment of contributions to separate trusts administered by Trustees who are required to act in the
best interests of the schemes’ beneficiaries. Responsibility for governance of each scheme lies with the respective
board of trustees in accordance with the rules applicable to that scheme. Currently each board of trustees includes
a representative of the relevant principal employer. The schemes’ assets are invested in a range of pooled pension
investment funds managed by professional fund managers.
Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring
company. As a consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme
to new entrants on 31 March 2004. This section was closed to further accrual for all existing members as from
31 March 2006. The Plowrights scheme was closed to further accrual from 1 January 2006. The Stewarts scheme was
closed to further accrual on 1 January 2004.
Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a
recommendation on rates of contribution. UK legislation requires that pension schemes are funded prudently and
must adhere to the statutory funding objective. Triennial valuations for all the schemes have been prepared as
detailed below.
The actuarial valuation of the Clarkson PLC scheme shows a pension surplus on an ongoing basis of £11.5m (105%)
as at 31 March 2022. Following the 2016 valuation, Clarkson PLC and the Trustees agreed to cease funding with effect
from 1 October 2016. Since 1 May 2021 all expenses of the scheme have been met from the surplus assets.
The actuarial valuation of the Plowrights scheme shows a pension surplus on an ongoing basis of £3.0m (108%) as at
31 March 2022. Clarkson PLC and the Trustees agreed to cease funding with effect from 1 December 2019. Since
1 April 2020 all expenses of the scheme have been met from the surplus assets.
The actuarial valuation of the Stewarts scheme showed a pension surplus on an ongoing basis of £0.1m (100%) as
at 1 September 2021. Clarksons Offshore and Renewables Limited will continue to pay contributions of £0.4m per
annum, which will include scheme expenses. The September 2024 valuation report is underway but is yet to be
finalised.
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments
made to the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial
confirmation. On 25 July 2024, the Court of Appeal upheld the June 2023 High Court decision. The Company and
Trustees are reviewing this development and considering any implications for the Schemes. No adjustments have
been made to the Consolidated Financial Statements as at 31 December 2024.
The Group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s
assets underperform this yield, this will create a deficit. The largest two schemes have de-risked by replacing their
equity holdings with less volatile investments.
Changes in bond yields
A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by
an increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Group pension obligations are linked to inflation. The majority of the schemes’ assets are either
unaffected by (fixed-interest bonds) or loosely correlated with (equities) inflation, meaning that an increase
in inflation will also increase the deficit.
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life
expectancy will result in an increase in the schemes’ liabilities.
Other pension arrangements
Overseas pension arrangements have been determined in accordance with local practice and regulations. One such
defined benefit arrangement is in Greece whereby the employer is obligated to pay an indemnity to employees on
retirement.
F I N A N C I A L S TAT E M E N T S —
1 8 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The Group also operates various other defined contribution pension arrangements. Where required, the Group also
makes contributions to these schemes.
The Group incurs no material expenses in the provision of post-retirement benefits other than pensions.
The following information relates to the sum of the three separate UK schemes.
Recognised in the balance sheet
2024
£m
2023
£m
Fair value of schemes’ assets
119.4
131.3
Present value of funded defined benefit obligations
(105.3)
(115.5)
14.1
15.8
Effect of asset ceiling in relation to the Plowrights scheme
(1.8)
(2.4)
Net benefit asset recognised in the balance sheet
12.3
13.4
The net benefit asset disclosed above is the combined total of the three UK schemes. The Clarkson PLC scheme
has a surplus of £12.4m (2023: £13.8m), the Plowrights scheme has a recognised surplus of £nil (2023: £nil), and
the Stewarts scheme has a deficit of £0.1m (2023: £0.4m). As there is no right of set-off between the schemes, the
benefit asset of £12.4m (2023: £13.8m) is disclosed separately on the balance sheet from the benefit liability of £0.1m
(2023: £0.4m).
The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form
of a reduction in future contributions to the defined contribution section of the scheme and, in the event of wind up,
excess surplus is refundable to the Group. There is not considered to be an unconditional right to receive such future
economic benefits in respect of the Plowrights scheme and therefore the surplus of £1.8m (2023: £2.4m) cannot be
recognised.
A deferred tax asset on the benefit liability amounting to £nil (2023: £nil) and a deferred tax liability on the benefit
asset of £3.1m (2023: £3.5m) is shown in note 7.
Recognised in the income statement
2024
£m
2023
£m
Recognised in other finance income – pensions:
Expected return on schemes’ assets
6.1
6.5
Interest cost on benefit obligation and asset ceiling
(5.5)
(5.8)
Recognised in administrative expenses:
Schemes’ administrative expenses
(0.8)
(1.0)
Net benefit charge recognised in the income statement
(0.2)
(0.3)
Recognised in the statement of comprehensive income
2024
£m
2023
£m
Actual return on schemes’ assets
(4.2)
5.5
Less: expected return on schemes’ assets
(6.1)
(6.5)
Actuarial loss on schemes’ assets
(10.3)
(1.0)
Actuarial gain/(loss) on defined benefit obligations
8.3
(3.1)
Actuarial loss recognised in the statement of comprehensive income
(2.0)
(4.1)
Tax credit on actuarial loss
0.6
1.0
Release of asset ceiling in relation to the Plowrights scheme
0.7
1.9
Tax charge on asset ceiling
(0.2)
(0.4)
Net actuarial loss on employee benefit obligations
(0.9)
(1.6)
Cumulative amount of actuarial losses, before tax,
recognised in the statement of comprehensive income
(4.7)
(2.7)
1 8 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
23 Employee benefits continued
Schemes’ assets
%
2024
£m
%
2023
£m
Equities*
1.3
1.6
1.2
1.6
Government bonds*
3.1
3.7
30.8
40.5
Corporate bonds*
51.7
61.7
28.7
37.7
Investment funds*
30.0
35.8
21.9
28.7
Cash and other assets
13.9
16.6
17.4
22.8
100.0
119.4
100.0
131.3
* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the
underlying assets of these funds.
Net defined benefit asset
Changes in the fair value of the net defined benefit asset are as follows:
2024
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2024
(115.5)
131.3
15.8
(2.4)
13.4
Expected return on assets
–
6.1
6.1
–
6.1
Interest costs
(5.4)
–
(5.4)
(0.1)
(5.5)
Employer contributions
–
0.4
0.4
–
0.4
Administrative expenses
–
(0.8)
(0.8)
–
(0.8)
Benefits paid
7.3
(7.3)
–
–
–
Actuarial gain/(loss)
8.3
(10.3)
(2.0)
0.7
(1.3)
At 31 December 2024
(105.3)
119.4
14.1
(1.8)
12.3
2023
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2023
(115.2)
134.7
19.5
(4.1)
15.4
Expected return on assets
–
6.5
6.5
–
6.5
Interest costs
(5.6)
–
(5.6)
(0.2)
(5.8)
Employer contributions
–
0.4
0.4
–
0.4
Administrative expenses
–
(1.0)
(1.0)
–
(1.0)
Benefits paid
8.4
(8.3)
0.1
–
0.1
Actuarial (loss)/gain
(3.1)
(1.0)
(4.1)
1.9
(2.2)
At 31 December 2023
(115.5)
131.3
15.8
(2.4)
13.4
The Group expects, based on the valuations and funding requirements including expenses, to contribute £0.4m to its
defined benefit pension schemes in 2025 (2024: £0.1m).
The principal weighted average valuation assumptions are as follows:
2024
%
2023
%
Rate of increase in pensions in payment
3.2
3.1
Price inflation (RPI)
3.2/3.3
3.1/3.2
Price inflation (CPI)
2.9
2.8
Discount rate for scheme liabilities
5.6
4.8
F I N A N C I A L S TAT E M E N T S —
1 8 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The mortality assumptions used to assess the defined benefit obligations at 31 December 2024 and
31 December 2023 are based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme
with a scheme-specific adjustment of 90% (2023: 90%), S3PA for the Plowrights scheme with a scheme-specific
adjustment of 84% for males and 98% for females (2023: S3PA 84% for males and 98% for females) and for the
Stewarts scheme 100% of S3PA ‘light’ for males and 100% of S3PA for females (2023: 100% of S3PA ‘light’ for males
and 100% of S3PA for females). These tables have been adjusted to allow for anticipated future improvements in life
expectancy using the standard projection model published in 2024 (2023: model published in 2023). Examples of
the assumed future life expectancy are given in the table below:
Additional years
2024
2023
Post-retirement life expectancy on retirement at age 65:
Employees retiring in the year
– male
22.2–22.7
22.2–22.7
– female
23.9–24.7
23.9–24.7
Employees retiring in 20 years’ time
– male
23.5–24.0
23.5–24.0
– female
25.3–26.1
25.3–26.0
Experience adjustments
2024
£m
2023
£m
Experience loss on schemes’ assets
(10.3)
(1.0)
Gain on schemes’ liabilities due to changes in demographic assumptions
0.3
2.9
Gain/(loss) on schemes’ liabilities due to changes in financial assumptions
8.6
(3.7)
Loss on schemes’ liabilities due to experience adjustments
(0.6)
(2.3)
Gain on asset ceiling
0.7
1.9
Actuarial loss
(1.3)
(2.2)
Income tax credit on actuarial loss
0.4
0.6
Actuarial loss – net of tax
(0.9)
(1.6)
Sensitivities
The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial
assumptions. The impact of changes to each assumption is shown in isolation although, in practice, changes to
assumptions may occur at the same time and can either offset or compound the overall impact on the defined
benefit obligation. A change of 0.50% in discount rate (2023: 0.25%) and 0.25% for price inflation (2023: 0.25%) is
deemed appropriate given the movement in assumptions during the current and previous years. The sensitivities
have been calculated using the same methodology as the main calculations. The weighted average duration of the
defined obligation is 12 years.
Change in
assumption
%
2024
Change in
defined
benefit
obligation
%
Change in
assumption
%
2023
Change in
defined
benefit
obligation
%
Discount rate for scheme liabilities
0.50
(5.3)
0.25
(2.9)
(0.50)
5.8
(0.25)
3.1
Price inflation (RPI)
0.25
2.3
0.25
2.4
(0.25)
(2.2)
(0.25)
(2.4)
An increase of one year in the assumed life expectancy for both males and females would increase the benefit
obligation by 3.3% (2023: 3.4%).
1 8 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
24 Share capital
Ordinary shares of 25p each, issued and fully paid:
Number of
shares
2024
£m
Number of
shares
2023
£m
At 1 January
30,725,498
7.7
30,622,110
7.7
Additions
52,737
–
103,388
–
At 31 December
30,778,235
7.7
30,725,498
7.7
During the year, the Company issued 52,737 shares (2023: 103,388 ) in relation to the ShareSave scheme.
The difference between the exercise price (ranging from £19.28-£31.44 (2023: £18.30-£22.51)) and the nominal value
of £0.25 was taken to the share premium account, see note 25.
Shares held by Employee Benefit Trusts
The trustees have waived their right to dividends on the unallocated shares held in the employee share trust.
25 Other reserves
2024
Share
premium
£m
ESOP
reserve
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Hedging
reserve
£m
Merger
reserve
£m
Currency
translation
reserve
£m
Total
£m
At 1 January 2024
38.4
(2.8)
4.1
2.0
2.7
55.7
4.8
104.9
Other comprehensive
loss:
Foreign exchange
differences on
retranslation of
foreign operations
–
–
–
–
–
–
(12.0)
(12.0)
Foreign currency
hedges recycled to
profit or loss – net of
tax
–
–
–
–
0.1
–
–
0.1
Foreign currency
hedge revaluations
– net of tax
–
–
–
–
(4.9)
–
–
(4.9)
Total other
comprehensive loss
–
–
–
–
(4.8)
–
(12.0)
(16.8)
Share issues
1.2
–
–
–
–
–
–
1.2
Employee share
schemes:
Share-based
payments expense
–
–
2.5
–
–
–
–
2.5
Transfer to profit
and loss on vesting
–
3.9
(2.8)
–
–
–
–
1.1
ESOP shares
acquired
–
(26.4)
–
–
–
–
–
(26.4)
Equity-settled
liabilities
–
22.5
–
–
–
–
–
22.5
Total employee share
schemes
–
–
(0.3)
–
–
–
–
(0.3)
At 31 December 2024
39.6
(2.8)
3.8
2.0
(2.1)
55.7
(7.2)
89.0
F I N A N C I A L S TAT E M E N T S —
1 8 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
2023
Share
premium
£m
ESOP
reserve
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Hedging
reserve
£m
Merger
reserve
£m
Currency
translation
reserve
£m
Total
£m
At 1 January 2023
36.5
–
3.7
2.0
(5.1)
55.7
22.0
114.8
Other comprehensive
income/(loss):
Foreign exchange
differences on
retranslation of
foreign operations
–
–
–
–
–
–
(17.2)
(17.2)
Foreign currency
hedges recycled to
profit or loss – net of
tax
–
–
–
–
2.1
–
–
2.1
Foreign currency
hedge revaluations
– net of tax
–
–
–
–
5.7
–
–
5.7
Total other
comprehensive
income/(loss)
–
–
–
–
7.8
–
(17.2)
(9.4)
Share issues
1.9
–
–
–
–
–
–
1.9
Employee share
schemes:
Share-based
payments expense
–
–
1.9
–
–
–
–
1.9
Transfer to profit
and loss on vesting
–
–
(1.5)
–
–
–
–
(1.5)
ESOP shares
acquired
–
(49.5)
–
–
–
–
–
(49.5)
Equity-settled
liabilities
–
46.7
–
–
–
–
–
46.7
Total employee share
schemes
–
(2.8)
0.4
–
–
–
–
(2.4)
At 31 December 2023
38.4
(2.8)
4.1
2.0
2.7
55.7
4.8
104.9
Nature and purpose of other reserves
ESOP reserve
The ESOP reserve in the Group represents 68,981 shares (2023: 96,655 shares) purchased by the Employee Benefit
Trusts to meet obligations under various incentive schemes. The shares are stated at cost. The market value of these
shares at 31 December 2024 was £2.7m (2023: £3.1m). At 31 December 2024 none of these shares were under option
(2023: none). During the year the share purchase trusts acquired 649,155 shares at a weighted average price of
£40.72 (2023: 1,531,668 shares at £32.29); see note 22 for further details of share incentive schemes.
Employee benefits reserve
The employee benefits reserve is used to record the value of equity-settled share-based payments provided to
employees. Details are included in note 22.
Capital redemption reserve
The capital redemption reserve arose on previous share buy-backs by Clarkson PLC.
Hedging reserve
This reserve comprises the effective portion of the fair value of cash flow hedging instruments relating to hedged
transactions that have not yet occurred. Realised hedges are recycled to the statement of comprehensive income.
Movements are net of tax. Further details on hedging are shown in note 27.
Merger reserve
This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as
part of the acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium
is recorded in the financial statements, through the operation of the merger relief provisions of the Companies
Act 2006.
1 8 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
25 Other reserves continued
Currency translation reserve
The currency translation reserve represents the currency translation differences arising from the consolidation
of foreign operations.
26 Financial commitments and contingencies
Contingencies
The Group has given no financial commitments to suppliers (2023: none).
The Group has given no guarantees (2023: none).
From time to time, the Group is engaged in litigation in the ordinary course of business. The Group carries
professional indemnity insurance.
There is currently no litigation that is expected to have a material adverse financial impact on the Group’s
consolidated results or net assets.
The Group also maintained throughout the financial year Directors’ and Officers’ liability insurance in respect
of its Directors.
27 Financial risk management objectives and policies
The Group’s principal financial liabilities comprise trade and other payables and lease liabilities. The Group’s principal
financial assets are trade receivables, investments, cash and cash equivalents and short-term deposits, which arise
directly from its operations.
The Group has not entered into derivative transactions other than the forward currency contracts explained later
in this section. It is, and was throughout 2024 and 2023, the Group’s policy that no trading in derivatives shall be
undertaken for speculative purposes.
The main risks arising from the Group’s financial instruments are credit risk, liquidity risk and foreign exchange
risk. The Board reviews and agrees policies for managing each of these risks which are summarised below.
Credit risk
The Group seeks to trade only with recognised, creditworthy third parties, except in a limited number of
circumstances where a provision is recognised at the time of invoicing. Credit risk arises when debtors fail to pay
their obligations. Receivable balances are monitored on an ongoing basis and any potential bad debts identified
at an early stage. The maximum exposure is the carrying amounts as disclosed in note 15; based on experience
and ongoing market information about the creditworthiness of counterparties, we reasonably expect to collect all
amounts unimpaired. There are no significant concentrations of credit risk within the Group, due to the large number
of clients comprising the Group’s client base.
Trade receivables are written off when there is no reasonable expectation of recovery, such as the commencement
of legal proceedings, financial difficulties of the counterparty, or a significant time period has elapsed since the debt
was due. Impairment losses on trade receivables are presented within administrative expenses. In a limited number
of circumstances, where doubt exists as to the ability to collect payment, a provision is made at the time of invoicing
and included within revenue. Subsequent recoveries of amounts previously written off are credited against the same
line item.
Other financial assets are written off when there is no reasonable expectation of recovery, such as the
commencement of legal proceedings, financial difficulties of the counterparty, or a significant time period has
elapsed since the debt was due.
With respect to credit risk arising from cash and cash equivalents and deposits held as current investments, these are
considered low risk as the financial institutions used are closely monitored by the Group treasury function to ensure
they are held with creditworthy institutions and to ensure there is no over exposure to any one institution.
For all financial assets held, the Group’s exposure to credit risk arises from default of the counterparty, with a
maximum exposure equal to the carrying amount of these instruments.
F I N A N C I A L S TAT E M E N T S —
1 9 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Liquidity risk
The Group seeks to ensure that sufficient liquidity exists in the right locations to meet the Group’s financial
obligations and related funding requirements in a timely manner, including dividends and taxes, and provide funds
for capital expenditure and investment opportunities as they arise. Cash and cash equivalent balances are held with
the primary objective of capital security and availability, with a secondary objective of generating returns. Funding
requirements are monitored by the Group’s finance function with cash flow forecasting performed at both an entity
and Group level. As a normal part of its operations, the Group could face liquidity issues if it experienced a sustained
reduction in profitability, problems in the collection of debts from clients or unplanned expenditure.
The tables below summarise the maturity profile of the Group’s financial liabilities at 31 December based on
contractual undiscounted payments.
31 December 2024
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
5 to 10
years
£m
Total
£m
Trade and other payables
26.2
–
4.7
–
30.9
Gross settled foreign currency contracts:
Outflow
11.5
44.1
83.7
–
139.3
Inflow
(11.2)
(42.6)
(81.6)
–
(135.4)
Lease liabilities
3.1
9.1
27.5
3.9
43.6
29.6
10.6
34.3
3.9
78.4
31 December 2023
Less than
3 months
£m
3 to 12
months
£m
1 to 5
years
£m
5 to 10
years
£m
Total
£m
Trade and other payables
54.0
–
3.2
–
57.2
Deferred consideration
0.4
–
–
–
0.4
Lease liabilities
3.2
8.6
30.8
6.0
48.6
57.6
8.6
34.0
6.0
106.2
The following table shows the total liabilities arising from financing activities.
Lease
liabilities
£m
2024
Total
£m
Interest-
bearing
loans and
borrowings
£m
Lease
liabilities
£m
2023
Total
£m
At 1 January
43.2
43.2
–
47.6
47.6
Arising on acquisitions
–
–
0.5
3.5
4.0
Cash flows – principal
(10.9)
(10.9)
(0.5)
(10.5)
(11.0)
Cash flows – interest
(1.5)
(1.5)
–
(1.7)
(1.7)
Interest charges
1.5
1.5
–
1.7
1.7
Other non-cash movements
6.9
6.9
–
4.1
4.1
Foreign exchange differences
(1.1)
(1.1)
–
(1.5)
(1.5)
At 31 December
38.1
38.1
–
43.2
43.2
Other non-cash movements include the net impact of additions, modifications and terminations relating to leases
during the year.
1 9 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
27 Financial risk management objectives and policies continued
Foreign exchange risk
The Group has transactional currency exposures arising from revenues and expenses in currencies other than
its functional currency, which can significantly impact results and cash flows. The Group’s revenue is mainly
denominated in US dollars and the majority of expenses are denominated in local currencies. The Group also has
balance sheet exposures, either at the local entity level where monetary assets and liabilities are held in currencies
other than the functional currency, or at a Group level on the retranslation of non-sterling balances into the Group’s
functional currency.
Our aim is to manage this risk by reducing the impact of any fluctuations. The Group hedges currency exposure
through forward sales of US dollar revenues. US dollars are also sold on the spot market to meet local currency
expenditure requirements. Rates of exchange, non-sterling balances and asset exposures by currency are continually
assessed.
The Group is most sensitive to changes in the US dollar exchange rates. The sensitivity analysis assumes an
instantaneous 5% change in the US dollar exchange rates from their levels at 31 December 2024, with all other
variables held constant. The following table demonstrates the sensitivity to a reasonably possible change in this rate,
with all other variables held constant, of the Group’s profit before taxation and equity.
Strengthening/
(weakening)
in rate
%
Effect on
profit before
taxation
£m
Effect on
equity
£m
2024
5.0
2.3
(5.1)
(5.0)
(2.1)
4.6
2023
5.0
3.4
(3.3)
(5.0)
(3.1)
3.0
Derivative financial instruments
It is the Group’s policy to cover or hedge a proportion of its future transactional US dollar revenues in the UK and
Norway with foreign currency contracts. The strategy is to protect the Group against a significant weakening of the
US dollar. The Group considers the hedge to be effective if each forward contract is settled with the bank and the
US dollars sold represent collections from previous months’ invoicing. Should the hedging ratio be greater than one
(that is, contracted sales are greater than US dollar revenues) then the hedge is deemed to be ineffective. Where
these are designated and documented as hedging instruments in the context of IFRS 9 and are demonstrated to be
effective, mark-to-market gains and losses are recognised directly in equity (see note 25). These are transferred to
the income statement, within revenue, upon receipt of cash and conversion to sterling of the underlying item being
hedged. All of the contracts settled during the year were effective. There were no contracts deemed ineffective
during the year.
F I N A N C I A L S TAT E M E N T S —
1 9 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The fair value of foreign currency contracts at 31 December are as follows:
Assets
Liabilities
2024
£m
2023
£m
2024
£m
2023
£m
Foreign currency contracts
1.1
3.5
3.9
–
At 31 December, the Group had the following US$/GBP forward contracts for settlement:
2024
2023
US$m
Average rate
US$/£
US$m
Average rate
US$/£
For settlement in 2024
–
–
90.0
1.27
For settlement in 2025
99.0
1.25
65.0
1.23
For settlement in 2026
60.0
1.28
10.0
1.26
For settlement in 2027
30.0
1.29
–
–
At 31 December, the Group had the following US$/NOK forward contracts for settlement:
2024
2023
US$m
Average rate
NOK/US$
US$m
Average rate
NOK/US$
For settlement in 2024
–
–
21.0
10.53
For settlement in 2025
20.7
10.77
10.0
10.48
For settlement in 2026
10.0
10.97
5.0
10.97
For settlement in 2027
5.0
10.90
–
–
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern
in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. Total capital is calculated as equity as shown in the consolidated
balance sheet.
The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return
capital to shareholders or issue new shares.
No changes were made in the objectives, policies or processes during the years ended 31 December 2024 or
31 December 2023. These financial statements are prepared on the going concern basis and the Group continues
to pay dividends.
A number of the Group’s trading entities are subject to regulation by the Norwegian FSA, the FCA in the UK,
the MAS in Singapore, and the CFTC and the NFA, SEC and FINRA in the US. Regulatory capital at an entity level
depends on the jurisdiction in which it is incorporated. In each case, the approach is to hold an appropriate surplus
over the local minimum requirement. Each regulated entity complied with their regulatory capital requirements
throughout the year.
1 9 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
28 Financial instruments
Fair values
IFRS 13 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
— quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1);
— inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly
(that is, as prices) or indirectly (that is, derived from prices) (Level 2); and
— inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs)
(Level 3).
The following table presents the Group’s assets and liabilities that are measured at fair value at 31 December.
Level 1
Level 2
Level 3
2024
£m
2023
£m
2024
£m
2023
£m
2024
£m
2023
£m
Assets
Investments at fair value through
profit or loss (‘FVPL’)
0.3
0.3
1.8
1.2
–
–
Foreign currency contracts
–
–
1.1
3.5
–
–
0.3
0.3
2.9
4.7
–
–
Liabilities
Foreign currency contracts
–
–
3.9
–
–
–
–
–
3.9
–
–
–
FVPL investments are valued based on quoted prices in an active market (Level 1) or based on quoted prices for
similar assets (Level 2); FVOCI investments are categorised as Level 3 as the shares are not listed on an exchange
and there were no recent observable arm’s-length transactions in the shares. The fair value of the foreign currency
contracts are calculated by management based on external valuations received. These valuations are calculated
based on forward exchange rates at the balance sheet date.
Investment properties are not measured at fair value, but the fair value is disclosed in note 11.
The classification of financial assets and financial liabilities at 31 December is as follows:
Financial assets
2024
2023
Hedging
instruments
£m
Fair value
through
profit or
loss
£m
Amortised
cost
£m
Total
£m
Hedging
instruments
£m
Fair value
through
profit or loss
£m
Amortised
cost
£m
Total
£m
Other receivables
–
–
8.0
8.0
–
–
13.1
13.1
Investments
–
2.1
62.0
64.1
–
1.5
39.9
41.4
Trade receivables
–
–
110.6
110.6
–
–
121.7
121.7
Foreign currency
contracts
1.1
–
–
1.1
3.5
–
–
3.5
Cash and cash
equivalents
–
–
431.3
431.3
–
–
398.9
398.9
1.1
2.1
611.9
615.1
3.5
1.5
573.6
578.6
F I N A N C I A L S TAT E M E N T S —
1 9 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Financial liabilities
2024
2023
Hedging
instruments
£m
Amortised
cost
£m
Total
£m
Hedging
instruments
£m
Amortised
cost
£m
Total
£m
Trade payables
–
18.8
18.8
–
34.4
34.4
Other payables
–
12.1
12.1
–
22.8
22.8
Foreign currency contracts
3.9
–
3.9
–
–
–
Deferred consideration
–
–
–
–
0.4
0.4
Lease liabilities
–
38.1
38.1
–
43.2
43.2
3.9
69.0
72.9
–
100.8
100.8
The carrying value of current and non-current financial assets and liabilities is deemed to equate to the fair value at
31 December 2024 and 2023.
Net losses on financial assets at fair value through profit or loss amounted to £0.1m (2023: £0.1m). Net losses on
financial assets at fair value through other comprehensive income were £nil (2023: £nil). Gains/(losses) on trade
receivables (measured at amortised cost) are shown in note 15.
29 Related party transactions
As in 2023, the Group did not enter into any related party transactions during the year, except as noted below.
As mentioned in the biographies in the Board of Directors on page 91, Sue Harris is a Non-Executive Director of
Schroder & Co. Limited and Chair of the Audit and Risk Committee of the Wealth Management Division. Another
Schroder Group company is one of the investment managers of the defined benefit section of the Clarkson PLC
pension scheme. In 2020, Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.
Post employment benefits
See note 23 for details of contributions to the Group’s pension schemes.
Compensation of key management personnel (including Directors)
There were no key management personnel in the Group apart from the Clarkson PLC Directors. Details of their
compensation are set out below.
2024
£m
2023
£m
Short-term employee benefits
15.5
14.6
Post-employment benefits
0.1
0.1
Share-based payments
1.1
1.1
16.7
15.8
Full remuneration details are provided in the Directors’ Remuneration Report on pages 117 to 134.
30 Non-controlling interest
The non-controlling interest relates to 14 entities based in Norway, in the Financial segment, and one entity in the US,
in the Support segment.
The subsidiaries that have a non-controlling interest were not material to the Group.
1 9 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Note
2024
£m
2023
£m
Non-current assets
Property, plant and equipment
C
8.6
9.6
Investment properties
D
0.2
0.3
Right-of-use assets
E
12.1
14.6
Investments in subsidiaries
F
163.2
167.2
Employee benefits
P
12.4
13.8
Deferred tax assets
G
1.5
2.1
198.0
207.6
Current assets
Trade and other receivables
H
173.1
95.2
Income tax receivable
6.6
7.8
Investments
I
–
0.5
Cash and cash equivalents
J
2.3
20.2
182.0
123.7
Current liabilities
Trade and other payables
K
(27.6)
(43.3)
Lease liabilities
L
(3.3)
(3.3)
Provisions
M
(0.6)
–
(31.5)
(46.6)
Net current assets
150.5
77.1
Non-current liabilities
Lease liabilities
L
(12.6)
(15.9)
Provisions
M
(1.1)
(1.1)
(13.7)
(17.0)
Net assets
334.8
267.7
Capital and reserves
Share capital
Q
7.7
7.7
Other reserves
R
101.1
100.2
Retained earnings
226.0
159.8
Total equity
334.8
267.7
The Company’s profit for the year was £98.1m (2023: £36.8m).
The financial statements on pages 196 to 214 were approved by the Board on 7 March 2025, and signed on its behalf
by:
Jeff Woyda
Chief Financial Officer & Chief Operating Officer
Registered number: 1190238
F I N A N C I A L S TAT E M E N T S —
1 9 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
P A R E N T C O M P A N Y B A L A N C E S H E E T
A S A T 3 1 D E C E M B E R
Note
Attributable to equity holders of the Parent Company
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total equity
£m
Balance at 1 January 2024
7.7
100.2
159.8
267.7
Profit for the year
–
–
98.1
98.1
Other comprehensive expense:
Actuarial loss on employee benefit schemes –
net of tax
P
–
–
(1.0)
(1.0)
Total comprehensive income for the year
–
–
97.1
97.1
Transactions with owners:
Share issues
R
–
1.2
–
1.2
Employee share schemes
–
(0.3)
(0.4)
(0.7)
Tax on other employee benefits
–
–
1.0
1.0
Dividend paid
B
–
–
(31.5)
(31.5)
Total transactions with owners
–
0.9
(30.9)
(30.0)
Balance at 31 December 2024
7.7
101.1
226.0
334.8
Note
Attributable to equity holders of the Parent Company
Share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total equity
£m
Balance at 1 January 2023
7.7
97.9
153.4
259.0
Profit for the year
–
–
36.8
36.8
Other comprehensive expense:
Actuarial loss on employee benefit schemes –
net of tax
P
–
–
(1.4)
(1.4)
Total comprehensive income for the year
–
–
35.4
35.4
Transactions with owners:
Share issues
R
–
1.9
–
1.9
Employee share schemes
–
0.4
(1.1)
(0.7)
Tax on other employee benefits
–
–
0.3
0.3
Tax on other items in equity
–
–
0.1
0.1
Dividend paid
B
–
–
(28.3)
(28.3)
Total transactions with owners
–
2.3
(29.0)
(26.7)
Balance at 31 December 2023
7.7
100.2
159.8
267.7
1 9 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
P A R E N T C O M P A N Y S T A T E M E N T O F C H A N G E S I N E Q U I T Y
F O R T H E Y E A R E N D E D 3 1 D E C E M B E R
A Statement of accounting policies
The accounting policies applied in the preparation of the Parent Company financial statements are the same as those
set out in note 2 to the consolidated financial statements, except for the following additional policies. The policies
have been applied consistently to all periods. These notes form an integral part of the Parent Company financial
statements on pages 196 to 214.
Statement of compliance
The financial statements of Clarkson PLC have been prepared on a going concern basis, under the historical cost
convention and in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) and
the Companies Act 2006 as applicable to companies using FRS 101.
FRS 101 sets out a reduced disclosure framework for a ‘qualifying entity’ as defined in the standard which addresses
the financial reporting requirements and disclosure exemptions in the individual financial statements of qualifying
entities that otherwise apply the recognition, measurement and disclosure requirements of UK-adopted international
standards.
As permitted by FRS 101, Clarkson PLC has taken advantage of the disclosure exemptions available under that
standard in relation to business combinations, financial instruments, capital management, presentation of comparative
information in respect of certain assets, presentation of a cash flow statement, standards not yet effective, impairment
of assets and related party transactions. Where required, equivalent disclosures are given in the consolidated
financial statements of Clarkson PLC. There was no financial impact as a result of the transition to FRS 101.
The Parent Company’s functional and presentational currency is pounds sterling.
The Parent Company has elected to take the exemption under section 408 of the Companies Act 2006 not to
present the Parent Company income statement or statement of comprehensive income. The profit for the Parent
Company for the year was £98.1m (2023: £36.8m).
Changes in accounting policy and disclosures
There are no amendments to accounting standards, or IFRIC interpretations that are effective for the year ended
31 December 2024 that have a material impact on the Parent Company’s financial statements.
Critical accounting judgements and estimates
Estimates
Assessing the carrying value of investments in subsidiaries
Determining whether investments in subsidiaries are impaired requires an estimation of the value-in-use of the
subsidiary. The value-in-use calculation requires estimation of future cash flows expected to arise for the subsidiary,
the selection of suitable discount rates and the estimation of future growth rates. As determining such assumptions
is inherently uncertain and subject to future factors, there is the potential these may differ in subsequent periods and
therefore materially change the conclusions reached.
Accounting policies
Investments in subsidiaries
The Parent Company recognises its investments in subsidiaries at cost less provision for impairment. The Parent
Company assesses at each reporting date whether there is an indication that an investment may be impaired.
If any such indication exists, the Parent Company estimates the investment’s recoverable amount. An investment’s
recoverable amount is the higher of its fair value less costs to sell and its value-in-use, and is determined for an
individual investment. Where the carrying amount of an investment exceeds its recoverable amount, the investment
is considered impaired and is written down to its recoverable amount. 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 investment.
An assessment is made at each reporting date as to whether there is any indication that previously recognised
impairment losses may no longer exist or may have decreased. If such indication exists, the Parent Company makes
an estimate of recoverable amount. A previously recognised impairment loss is reversed only if there has been a
change in the estimates used to determine the investment’s recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the investment is increased to its recoverable amount. That
increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no
impairment loss been recognised for the investment in prior years.
Share-based payment transactions
The fair value of the compensation given to subsidiaries in respect of share-based payments is recognised as a
capital contribution over the vesting period, reduced by any payments received from subsidiaries.
F I N A N C I A L S TAT E M E N T S —
1 9 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
B Dividends
2024
£m
2023
£m
Declared and paid during the year:
Final dividend for 2023 of 72p per share (2022: 64p per share)
21.8
19.3
Interim dividend for 2024 of 32p per share (2023: 30p per share)
9.7
9.0
Dividend paid
31.5
28.3
Proposed for approval at the AGM (not recognised as a liability at 31 December):
Final dividend for 2024 proposed of 77p per share (2023: 72p per share)
23.6
22.1
C Property, plant and equipment
2024
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Total
£m
Original cost
At 1 January 2024
1.7
14.4
10.8
26.9
Additions
–
–
1.3
1.3
At 31 December 2024
1.7
14.4
12.1
28.2
Accumulated depreciation
At 1 January 2024
0.5
8.6
8.2
17.3
Charged during the year
0.1
1.0
1.2
2.3
At 31 December 2024
0.6
9.6
9.4
19.6
Net book value at 31 December 2024
1.1
4.8
2.7
8.6
2023
Freehold
and long
leasehold
properties
£m
Leasehold
improvements
£m
Office
furniture and
equipment
£m
Total
£m
Original cost
At 1 January 2023
1.9
14.4
10.2
26.5
Additions
–
–
0.6
0.6
Disposals
(0.2)
–
–
(0.2)
At 31 December 2023
1.7
14.4
10.8
26.9
Accumulated depreciation
At 1 January 2023
0.7
7.6
7.2
15.5
Charged during the year
–
1.0
1.0
2.0
Disposals
(0.2)
–
–
(0.2)
At 31 December 2023
0.5
8.6
8.2
17.3
Net book value at 31 December 2023
1.2
5.8
2.6
9.6
1 9 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
D Investment properties
2024
£m
2023
£m
Cost
At 1 January and 31 December
0.6
0.6
Accumulated depreciation
At 1 January
0.3
0.3
Charged during the year*
0.1
–
At 31 December
0.4
0.3
Net book value at 31 December
0.2
0.3
* Depreciation charged each year is less than £0.1m, occasionally this leads to a £0.1m charge in this table.
The fair value of the investment property at 31 December 2024 was £0.7m (2023: £0.8m). This was based on
a valuation from an external independent valuer who has the appropriate professional qualification and recent
experience of valuing properties in the location and of the type being valued.
E Right-of-use assets
Leasehold
properties
2024
£m
Leasehold
properties
2023
£m
Cost
At 1 January and 31 December
26.5
26.5
Accumulated depreciation
At 1 January
11.9
9.3
Charged during the year
2.5
2.6
At 31 December
14.4
11.9
Net book value at 31 December
12.1
14.6
F Investments in subsidiaries
2024
£m
2023
£m
Cost
At 1 January
167.2
167.2
Capital contributions from subsidiaries
(4.0)
–
At 31 December
163.2
167.2
Capital contributions from subsidiaries represents the effect of share-based payments which are recognised over the
vesting period, less amounts recharged to the subsidiaries.
The investment in Clarksons Norway AS (formerly Clarksons Platou AS) is sensitive to changes in key assumptions
and therefore sensitivity analysis has been carried out using reasonably possible changes to these key assumptions,
none of which cause an impairment. An increase in the discount rate of 1% would decrease value-in-use by £9.3m
and a decrease in pre-tax cash flows of 5% would decrease value-in-use by £6.4m.
F I N A N C I A L S TAT E M E N T S —
2 0 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
G Deferred tax assets
2024
£m
2023
£m
Employee benefits – other employee benefits
4.5
5.1
Other temporary differences
0.6
1.0
Deferred tax assets before offset
5.1
6.1
Offset with deferred tax liabilities
(3.6)
(4.0)
Deferred tax assets in the balance sheet
1.5
2.1
Deferred tax assets and liabilities are offset and reported net where appropriate. See note N.
Included in the above are deferred tax assets of £1.3m (2023: £3.2m) which are expected to be utilised within
one year. Deferred tax assets are recognised to the extent that the realisation of the related tax benefit through
future taxable profits is probable. All deferred tax movements arise from the origination and reversal of temporary
differences.
There were no unrecognised tax losses in the year (2023: none)
H Trade and other receivables
2024
£m
2023
£m
Other receivables
0.4
0.3
Prepayments and accrued income
0.7
1.3
Owed by Group companies
172.0
93.6
173.1
95.2
The Company has no trade receivables (2023: none). All amounts owed by Group companies are payable on demand
with no interest being charged. As at 31 December 2024, the Company calculated the expected credit loss of
amounts owed by Group companies to be immaterial (2023: immaterial). Further details of related party receivables
are included in note T.
I Investments
2024
£m
2023
£m
Cash on deposit
–
0.5
The Company held £nil (2023: £0.5m) in a deposit with a 95-day notice period. This deposit was held with an A-rated
financial institution.
J Cash and cash equivalents
2024
£m
2023
£m
Cash at bank and in hand
2.3
20.2
Cash at bank and in hand earns interest at floating rates based on daily bank deposit rates. The fair value of cash and
cash equivalents is £2.3m (2023: £20.2m).
2 0 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
K Trade and other payables
2024
£m
2023
£m
Other payables
0.1
0.2
Owed to Group companies
2.2
17.0
Bonus accruals
20.6
20.7
Other accruals
4.7
4.1
Deferred income
–
1.3
27.6
43.3
All amounts owed to Group companies are unsecured, interest free, have no fixed date of repayment and are
repayable on demand. Further details of related party payables are included in note T.
L Lease liabilities
2024
£m
2023
£m
Current
Lease liabilities
3.3
3.3
Non-current
Lease liabilities
12.6
15.9
M Provisions
2024
£m
2023
£m
Current
At 1 January
–
–
Arising during the year
0.6
–
At 31 December
0.6
–
Non-current
At 1 January and 31 December
1.1
1.1
Provisions have been recognised for various legal matters and for the dilapidation of various leasehold premises
which will be utilised on cessation of the lease. None of the leases contain extension options and rentals are not
linked to any index.
N Deferred tax liabilities
2024
£m
2023
£m
Employee benefits – on pension benefit asset
3.1
3.5
Other temporary differences
0.5
0.5
Deferred tax liabilities before offset
3.6
4.0
Offset with deferred tax assets
(3.6)
(4.0)
Deferred tax liabilities in the balance sheet
–
–
Deferred tax assets and liabilities are offset and reported net where appropriate, see note G.
None of the deferred tax liabilities are due within one year.
All deferred tax movements arise from the origination and reversal of temporary differences.
F I N A N C I A L S TAT E M E N T S —
2 0 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
O Share-based payment plans
2024
£m
2023
£m
Expense arising from equity-settled, share-based payment transactions
1.1
1.1
For more information on the Parent Company’s share-based payment plans, see note 22 of the consolidated financial
statements.
P Employee benefits
The Company operates two final salary defined benefit pension schemes, being the Clarkson PLC scheme and
the Plowrights scheme, both within the UK. The schemes are both registered as occupational pension schemes
with HMRC and are subject to UK legislation and oversight from the Pensions Regulator. These are funded by the
payment of contributions to separate trusts administered by trustees who are required to act in the best interests of
the schemes’ beneficiaries. Responsibility for governance of each scheme lies with the respective board of trustees
in accordance with the rules applicable to that scheme. Currently each board of trustees includes a representative
of the relevant principal employer. The schemes’ assets are invested in a range of pooled pension investment funds
managed by professional fund managers.
Defined benefit pension arrangements give rise to open-ended commitments and liabilities for the sponsoring
company. As a consequence, the Company closed its original defined benefit section of the Clarkson PLC scheme
to new entrants on 31 March 2004. This section was closed to further accrual for all existing members as from
31 March 2006. The Plowrights scheme was closed to further accrual from 1 January 2006.
Every three years, a pension scheme must obtain from an actuary a report containing a valuation and a
recommendation on rates of contribution. UK legislation requires that pension schemes are funded prudently
and must adhere to the statutory funding objective. Triennial valuations for both schemes have been prepared as
detailed below.
The actuarial valuation of the Clarkson PLC scheme shows a pension surplus on an ongoing basis of £11.5m (105%)
as at 31 March 2022. Following the 2016 valuation, Clarkson PLC and the Trustees had agreed to cease funding with
effect from 1 October 2016. Since 1 May 2021 all expenses of the scheme have been met from the surplus assets.
The actuarial valuation of the Plowrights scheme shows a pension surplus on an ongoing basis of £3.0m (108%) as
at 31 March 2022. Clarkson PLC and the Trustees agreed to cease funding with effect from 1 December 2019. Since
1 April 2020 all expenses of the scheme have been met from the surplus assets.
In June 2023, in the case of Virgin Media vs NTL Pension Trustees II Limited, the High Court judged that amendments
made to the Virgin Media scheme were invalid because they were not accompanied by the correct actuarial
confirmation. On 25 July 2024, the Court of Appeal upheld the June 2023 High Court decision. The Company and
Trustees are reviewing this development and considering any implications for the Schemes. No adjustments have
been made to the Parent Company Financial Statements as at 31 December 2024.
The Company is exposed to a number of risks, the most significant of which are detailed as follows:
Asset volatility
The schemes’ liabilities are calculated using a discount rate set with reference to corporate bond yields; if a scheme’s
assets underperform this yield, this will create a deficit. The two schemes have de-risked by replacing their equity
holdings with less volatile investments.
Changes in bond yields
A decrease in corporate bond yields will increase a scheme’s liabilities, although this will be partially offset by an
increase in the value of the schemes’ bond holdings.
Inflation risk
Some of the Company pension obligations are linked to inflation. The majority of the schemes’ assets are either
unaffected by (fixed-interest bonds) or loosely correlated with (equities) inflation, meaning that an increase in
inflation will also increase the deficit.
2 0 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
P Employee benefits continued
Life expectancy
The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life
expectancy will result in an increase in the schemes’ liabilities.
Other pension arrangements
The Company operates a defined contribution pension scheme. Where required, the Company also makes
contributions to this scheme.
The Company incurs no material expenses in the provision of post-retirement benefits other than pensions.
The following information relates to the sum of the two separate schemes.
The following tables summarise amounts recognised in the balance sheet and the components of net benefit charge
recognised in the income statement:
Recognised in the balance sheet
2024
£m
2023
£m
Fair value of schemes’ assets
109.4
120.6
Present value of funded defined benefit obligations
(95.2)
(104.4)
14.2
16.2
Effect of asset ceiling in relation to the Plowrights scheme
(1.8)
(2.4)
Net benefit asset recognised in the balance sheet
12.4
13.8
The net benefit asset disclosed above is the combined total of the two schemes. The Clarkson PLC scheme has a
surplus of £12.4m (2023: £13.8m) and the Plowrights scheme has a recognised surplus of £nil (2023: £nil).
The surplus in the Clarkson PLC scheme is recognised, as there are future economic benefits available in the form of
a reduction in future contributions to the defined contribution section of the scheme and, in the event of wind up,
excess surplus is refundable to the Company. There is not considered to be an unconditional right to receive such
future economic benefits in respect of the Plowrights scheme and therefore the surplus of £1.8m (2023: £2.4m)
cannot be recognised.
A deferred tax liability on the benefit asset of £3.1m (2023: £3.5m) is shown in note N.
F I N A N C I A L S TAT E M E N T S —
2 0 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Recognised in the income statement
2024
£m
2023
£m
Recognised in other finance income – pensions:
Expected return on schemes’ assets
5.6
6.0
Interest cost on benefit obligation and asset ceiling
(5.0)
(5.2)
Recognised in administrative expenses:
Schemes’ administrative expenses
(0.7)
(1.0)
Net benefit charge recognised in the income statement
(0.1)
(0.2)
Recognised in the statement of comprehensive income
2024
£m
2023
£m
Actual return on schemes’ assets
(3.8)
5.1
Less: expected return on schemes’ assets
(5.6)
(6.0)
Actuarial loss on schemes’ assets
(9.4)
(0.9)
Actuarial gain/(loss) on defined benefit obligations
7.4
(2.8)
Actuarial loss recognised in the statement of comprehensive income
(2.0)
(3.7)
Tax credit on actuarial loss
0.5
0.8
Effect of asset ceiling in relation to the Plowrights scheme
0.7
1.9
Tax charge on asset ceiling
(0.2)
(0.4)
Net actuarial loss on employee benefit obligations
(1.0)
(1.4)
Cumulative amount of actuarial losses, before tax, recognised
in the statement of comprehensive income
(6.7)
(4.7)
Schemes’ assets
%
2024
£m
%
2023
£m
Government bonds*
–
–
30.1
36.3
Corporate bonds*
53.7
58.8
28.4
34.3
Investment funds*
31.3
34.2
22.6
27.2
Cash and other assets
15.0
16.4
18.9
22.8
100.0
109.4
100.0
120.6
* The schemes’ assets are invested in pooled investment vehicles which are unquoted. The allocation in the table above considers the
underlying assets of these funds.
2 0 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
P Employee benefits continued
Net defined benefit asset
Changes in the fair value of the net defined benefit asset are as follows:
2024
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2024
(104.4)
120.6
16.2
(2.4)
13.8
Expected return on assets
–
5.6
5.6
–
5.6
Interest costs
(4.9)
–
(4.9)
(0.1)
(5.0)
Administrative expenses
–
(0.7)
(0.7)
–
(0.7)
Benefits paid
6.7
(6.7)
–
–
–
Actuarial gain/(loss)
7.4
(9.4)
(2.0)
0.7
(1.3)
At 31 December 2024
(95.2)
109.4
14.2
(1.8)
12.4
2023
Present value
of obligation
£m
Fair value of
plan assets
£m
Total
£m
Impact of
asset ceiling
£m
Total
£m
At 1 January 2023
(104.5)
124.4
19.9
(4.1)
15.8
Expected return on assets
–
6.0
6.0
–
6.0
Interest costs
(5.0)
–
(5.0)
(0.2)
(5.2)
Administrative expenses
–
(1.0)
(1.0)
–
(1.0)
Benefits paid
7.9
(7.9)
–
–
–
Actuarial (loss)/gain
(2.8)
(0.9)
(3.7)
1.9
(1.8)
At 31 December 2023
(104.4)
120.6
16.2
(2.4)
13.8
Based on the valuations and funding requirements including expenses, the Company does not expect to contribute
to its defined benefit pension schemes in 2025 (2024: £nil).
The principal valuation assumptions are as follows:
2024
%
2023
%
Rate of increase in pensions in payment
3.2
2.9
Price inflation (RPI)
3.2/3.3
3.1/3.2
Price inflation (CPI)
2.9
2.8
Discount rate for schemes’ liabilities
5.6
4.8
The mortality assumptions used to assess the defined benefit obligations at 31 December 2024 and
31 December 2023 are based on the ‘SAPS’ standard mortality tables, being S3PA for the Clarkson PLC scheme with
a scheme-specific adjustment of 90% (2023: 90%) and S3PA for the Plowrights scheme with a scheme-specific
adjustment of 84% for males and 98% for females (2023: S3PA 84% for males and 98% for females). These tables
have been adjusted to allow for anticipated future improvements in life expectancy using the standard projection
model published in 2024 (2023: model published in 2023). Examples of the assumed future life expectancy are given
in the table below:
Additional years
2024
2023
Post-retirement life expectancy on retirement at age 65:
Employees retiring in the year
– male
22.2–22.7
22.2–22.7
– female
24.1–24.7
24.0–24.7
Employees retiring in 20 years’ time
– male
23.5–24.0
23.5–24.0
– female
25.5–26.1
25.4–26.0
F I N A N C I A L S TAT E M E N T S —
2 0 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Experience adjustments
2024
£m
2023
£m
Experience loss on schemes’ assets
(9.4)
(0.9)
Gain on schemes’ liabilities due to changes in demographic assumptions
0.2
2.9
Gain/(loss) on schemes’ liabilities due to changes in financial assumptions
7.8
(3.4)
Loss on schemes’ liabilities due to experience adjustments
(0.6)
(2.3)
Gain on asset ceiling
0.7
1.9
Actuarial loss
(1.3)
(1.8)
Income tax credit on actuarial loss
0.3
0.4
Actuarial loss – net of tax
(1.0)
(1.4)
Sensitivities
The table below shows the sensitivity of the defined benefit obligation to changes to the most significant actuarial
assumptions. The impact of changes to each assumption is shown in isolation although, in practice, changes to
assumptions may occur at the same time and can either offset or compound the overall impact on the defined
benefit obligation. A change of 0.50% in discount rate (2023: 0.25%) and 0.25% for price inflation (2023: 0.25%) is
deemed appropriate given the movement in assumptions during the current and previous years. The sensitivities
have been calculated using the same methodology as the main calculations. The weighted average duration of the
defined obligation is 12 years.
2024
2023
Change in
assumption
%
Change in
defined
benefit
obligation
%
Change in
assumption
%
Change in
defined
benefit
obligation
%
Discount rate for scheme liabilities
0.50
(5.3)
0.25
(2.9)
(0.50)
5.8
(0.25)
3.1
Price inflation (RPI)
0.25
2.5
0.25
2.7
(0.25)
(2.4)
(0.25)
(2.6)
An increase of one year in the assumed life expectancy for both males and females would increase the defined
benefit obligation by 3.3% (2023: 3.4%).
Q Share capital
Ordinary shares of 25p each, issued and fully paid:
Number of
shares
2024
£m
Number of
shares
2023
£m
At 1 January
30,725,498
7.7
30,622,110
7.7
Additions
52,737
–
103,388
–
At 31 December
30,778,235
7.7
30,725,498
7.7
During the year, the Company issued 52,737 shares (2023: 103,388) in relation to the ShareSave scheme.
The difference between the exercise price, ranging from £19.28–£31.44 (2023: £18.30–£22.51), and the nominal value
of £0.25 was taken to the share premium account, see note R.
2 0 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
R Other reserves
2024
Share
premium
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2024
38.4
4.1
2.0
55.7
100.2
Share issues
1.2
–
–
–
1.2
Employee share schemes:
Share-based payments expense
–
2.5
–
–
2.5
Transfer to profit and loss on vesting
–
(2.8)
–
–
(2.8)
Total employee share schemes
–
(0.3)
–
–
(0.3)
At 31 December 2024
39.6
3.8
2.0
55.7
101.1
2023
Share
premium
£m
Employee
benefits
reserve
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
At 1 January 2023
36.5
3.7
2.0
55.7
97.9
Share issues
1.9
–
–
–
1.9
Employee share schemes:
Share-based payments expense
–
1.9
–
–
1.9
Transfer to profit and loss on vesting
–
(1.5)
–
–
(1.5)
Total employee share schemes
–
0.4
–
–
0.4
At 31 December 2023
38.4
4.1
2.0
55.7
100.2
Nature and purpose of other reserves
Employee benefits reserve
The employee benefits reserve is used to record the value of equity-settled share-based payments provided to
employees.
Capital redemption reserve
The capital redemption reserve arose on previous share buy-backs by the Company.
Merger reserve
This comprises the premium on the share placing in November 2014 and the shares issued in February 2015 as
part of the acquisition of Clarksons Norway AS (formerly Clarksons Platou AS/RS Platou ASA). No share premium
is recorded in the financial statements, through the operation of the merger relief provisions of the Companies
Act 2006.
S Financial commitments and contingencies
Contingencies
The Company has given no financial commitments to suppliers (2023: none).
The Company has given no guarantees (2023: none).
From time to time the Company may be engaged in litigation in the ordinary course of business. The Company
carries professional indemnity insurance. There are currently no liabilities expected to have a material adverse
financial impact on the Company’s results or net assets.
The Company maintained throughout the year Directors’ and Officers’ liability insurance in respect of itself and
its Directors.
F I N A N C I A L S TAT E M E N T S —
2 0 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
T Related party transactions
During the year, the Company entered into transactions, in the ordinary course of business, with related parties.
As mentioned in the biographies in the Board of Directors on page 91, Sue Harris is a Non-Executive Director of
Schroder & Co. Limited and Chair of the Audit and Risk Committee of the Wealth Management Division. Another
Schroder Group company is one of the investment managers of the defined benefit section of the Clarkson PLC
pension scheme. In 2020, Jeff Woyda was appointed to the Board of Trustees of The Clarkson Foundation.
Details of the Clarkson PLC Directors’ compensation are set out in note 29 to the consolidated financial statements.
U Subsidiaries
The Parent Company had the following subsidiaries at 31 December 2024. Unless otherwise stated, all shares in
subsidiary companies are ordinary share capital.
Subsidiaries held
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
AUSTRALIA
Level 9, 16 St Georges Terrace, Perth WA 6000, Australia
Clarkson Australia Holdings Pty Ltd
100
Holding company
Clarksons Australia Pty Limited
100
Shipbroking
BRAZIL
Avenida Rio Branco, 89–1601, Centro, Rio de Janeiro,
20040–004, Brazil
Clarksons Brasil Ltda.
100
Shipbroking
CANADA
44 Chipman Hill, Suite 1000, Saint John NB E2L 2A9, Canada
Clarksons Securities Canada Inc.
100
Investment banking,
trading in financial
instruments and
financial services
CHINA
Room 111 Building 3 No.170, Huo Shan Road, Hongkou District,
Shanghai, 200082, China
Clarksons Shipbroking (Shanghai) Co., Limited
100
Shipbroking
Room 202, No.6262, Aozhou Rd, Tianjin Pilot Free Trade Zone,
(Dongjiang Comprehensive Free Trade Zone),
(No.10722, Dongjiang Business Secretary Free Trade Zone),
Tian Jin Shi, 300456, China
Clarksons Shipping Services (Tianjin) Co., Ltd
100
Ship agency and
port services
3209–14, Sun Hung Kai Centre, 30 Harbour Road,
Wanchai, Hong Kong
Clarksons Hong Kong Limited1
100
Shipbroking
DENMARK
Philip Heymans Alle 29, 2., 2900, Hellerup, Denmark
Clarksons Denmark ApS
100
Shipbroking
1 Has a branch in China.
2 0 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
EGYPT
City Stars, Capital F2, G03, Nasr City, Cairo, Egypt
Clarkson Shipping Agency S.A.E.
100
Shipping and maritime
agency services
GERMANY
Johannisbollwerk 20, 5. Fl, 20459, Hamburg, Germany
Clarksons Deutschland GmbH
100
Shipbroking
INDIA
507–508 The Address, 1 Golf Course Road, Sector 56, Gurgaon,
122011, India
Clarkson Shipping Services India Private Limited
100
Shipbroking
ITALY
Via San Vincenzo 2, 16145, Genova, Italy
Clarksons Platou (Italia) Srl in liquidazione
100
Shipbroking
JAPAN
Otemachi Financial City South Tower, 15th Floor,
1-9-7 Otemachi, Chiyoda-ku, Tokyo, 100-0004, Japan
Clarksons Japan K.K.
100
Shipbroking
REPUBLIC OF KOREA
#602, 6F Shin-A, 50, Seosomun-ro 11-gil, Jung-gu, Seoul, 04515,
Republic of Korea
Clarksons Korea Limited
100
Shipbroking
MARSHALL ISLANDS
Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, MH 96960, Marshall Islands
Clarkson Hellas Ltd.2
100
Shipbroking
MOROCCO
8, Rue Ali Abderrazzak, 3è étage, Casablanca, 20000, Morocco
Clarkson Morocco S.A.R.L.
100
Shipbroking
NETHERLANDS
Scheepmakersweg 5, 1786PD, Den Helder, Netherlands
Clarkson Port Services B.V.
100
Ship agency, port
services and cargo
handling
Gibb Group (Netherlands) B.V.
100
Supply of MRO, PPE
and safety equipment
Westerlaan 11, 3016 CK, Rotterdam, Netherlands
Clarkson Port Services Holdings B.V.
100
Holding company
Clarksons Netherlands B.V.
100
Shipbroking
NEW ZEALAND
42 French Pass Road, Cambridge, RD4 3496, New Zealand
Clarksons New Zealand Limited
100
Shipbroking
U Subsidiaries continued
2 Has a branch in Greece.
F I N A N C I A L S TAT E M E N T S —
2 1 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
NORWAY
Munkedamsveien 62C, 0270 Oslo, Norway
Clarksons Business Management AS
50.01
Shipping and offshore
project syndication
Clarksons Eiendomsinvest 10 AS
80
Investment activities
Clarksons Norway AS
100
Shipbroking
Clarksons Project Development AS
50.013
Real estate project
management
Clarksons Project Finance AS
1004
Shipping and offshore
project syndication
Clarksons Project Finance Shipping AS
50.01
Shipping and offshore
project syndication
Clarksons Property Management AS
77.7
Property-related services
Clarksons Real Estate Investment Management AS
50.015
Real estate investment
activities
Clarksons Securities AS
100
Investment banking,
trading in financial
instruments and financial
services
Manfin Consult AS
50.10
Shipping and offshore
project syndication
Norwegian Marine Services AS
50.01
Shipping and offshore
project syndication
RS Platou AS
100
Dormant
RS Platou Economic Research AS
100
Dormant
RS Platou Offshore AS
100
Dormant
RS Platou Shipbrokers AS
100
Dormant
Philip Pedersens vei 20, Lysaker, 1366, Norway
VAXA Drift AS
100
Property investment and
related activities
VAXA Group AS
50.1
Holding company
VAXA Økonomi AS
50.1
Accounting and financial
advisory services
VAXA Property AS
100
Property management
services
POLAND
ul. Wojskowa 6, 60–792, Poznań, Poland
Sea by Maritech Poland Spółka Z.O.O.
100
Digital products and
services for the shipping
industry
3 A Ordinary shares, holding all of the voting rights.
4 Preference Shares, holding 50.1% of the voting rights.
5 A Ordinary shares, holding all of the voting rights.
2 1 1
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
SINGAPORE
1 Harbourfront Avenue, #14–07, Keppel Bay Tower, 098632, Singapore
Clarksons Singapore Pte. Limited
100
Shipbroking
8 Cross Street #21–05, Manulife Tower, Singapore, 048424, Singapore
Sea by Maritech Singapore Pte. Ltd.
100
Marketing, sales and
support of online
contract management
platform
SOUTH AFRICA
23 Halifax Street, Bryanston, Johannesburg, 2191, South Africa
Afromar Properties (Pty) Limited
100
Non-trading
Clarksons South Africa (Pty) Ltd
100
Shipbroking
SPAIN
Paseo del Pintor Rosales, 38, 28008, Madrid, Spain
Clarksons Martankers, S.L.U.
100
Shipbroking
SWEDEN
Dragarbrunnsgatan 55, 753 20, Uppsala, Sweden
Clarksons Sweden AB
100
Shipbroking
Vasagatan 28, 111 20, Stockholm, Sweden
Sea by Maritech Sweden AB
100
Sale and support
of digital products
and services for the
shipping industry
SWITZERLAND
Rue du Prince 9, 1204, Genève, Switzerland
Clarksons Switzerland SA6
100
Shipbroking
TAIWAN
2F, No. 526, Dachang Street, Nantun District,
Taichung City, 408, Taiwan (Province of China)
Gibb Group Co Ltd
100
Supply of MRO, PPE
and safety equipment
UNITED ARAB EMIRATES
Unit No: B3–14–01 A, Gold Tower (AU), Plot No: JLT-PH1-I3A,
Jumeirah Lakes Towers, Dubai, United Arab Emirates
Clarksons DMCC
100
Shipbroking
UNITED KINGDOM
Commodity Quay, St Katharine Docks, London, E1W 1BF,
United Kingdom
Calypso Shipping Investments Limited
100
Dormant
Clarkson Capital Limited
100
Holding company
Clarkson Dry Cargo Limited
100
Dormant
Clarkson Holdings Limited
100
Holding company
Clarkson IQ Limited
100
Dormant
U Subsidiaries continued
6 Has a branch in Italy.
F I N A N C I A L S TAT E M E N T S —
2 1 2
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
Clarkson Overseas Shipbroking Limited
100
Holding company
Clarkson Port Services Limited
100
Ship agency and port
services
Clarkson Property Holdings Limited
100
Non-trading
Clarkson Research Holdings Limited
100
Holding company
Clarkson Research Services Limited
100
Shipping data and
intelligence insights
Clarkson Sale and Purchase Limited
100
Dormant
Clarkson Shipbrokers Limited
100
Dormant
Clarkson Shipbroking Group Limited
100
Holding company
Clarkson Shipping Investments Limited
100
Dormant
Clarkson Tankers Limited
100
Dormant
Clarkson Valuations Limited
100
Valuation services to
shipping and offshore
sectors
Clarksons Offshore and Renewables Limited
100
Shipbroking
Clarksons Platou Futures Limited7
100
Brokerage of
shipping-related
derivative financial
instruments
Clarksons Property UK Limited
100
Property holding
company
Clarksons Structured Asset Finance Limited
100
Advice on finance
structuring for
shipping-related projects
Coastal Shipping Limited
100
Dormant
Genchem Holdings Limited
100
Holding company
H. Clarkson & Company Limited
100
Shipbroking
Halcyon Shipping Limited
100
Dormant
J.O. Plowright & Co. (Holdings) Limited
100
Dormant
LevelSeas Limited
100
Dormant
LNG Shipping Solutions Limited
100
Shipbroking
Marinet (Ship Agencies) Limited
100
Dormant
Maritech Development Limited
100
Development of digital
products for the
shipping industry
Maritech Holdings Limited
100
Holding company
Maritech Limited
100
Digital products and
services for the shipping
industry
Maritech Services Limited
100
Sale of digital products
and services to the
shipping industry
7 Has branches in Singapore, Switzerland and the United Arab Emirates.
2 1 3
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Company by Country and Registered Office Address
Proportion of
shares held
directly by the
Parent Company
(%)
Proportion of
shares held by
the Group or its
nominees
(%)
Principal activity
Recap Manager Limited
100
Sale of digital products
and services to the
tanker shipping industry
Seafix Limited
100
Sale of digital products
and services to the
shipping industry
Shipvalue.net Limited
100
Dormant
Small & Co. (Shipping) Limited
100
Dormant
Trauma & Resuscitation Services Limited
100
Medical and rescue
solutions
Tern Place, Denmore Road, Bridge of Don, Aberdeen,
Scotland, AB23 8JX, United Kingdom
Enship Limited
100
Dormant
Gibb Group Ltd
100
Supply of MRO, PPE
and safety equipment
27–45 Lincoln Building Ground Floor, Great Victoria Street,
Belfast, Northern Ireland, BT2 7SL, United Kingdom
Michael F. Ewings (Shipping) Limited
100
Dormant
Waterfront Services Limited
100
Dormant
UNITED STATES
251 Little Falls Drive, Wilmington, New Castle County DE 19808,
United States
Clarksons USA Inc.
100
Holding company
Gibb Group Medical and Rescue, Inc.
100
Medical and rescue
solutions
Universal Registered Agents, Inc., 300 Creek View Road,
Suite 209, Newark 19711, United States
Clarkson Port Services Holdings LLC
1008
Dormant
Gibb Group LLC
608
Supply of MRO, PPE
and safety equipment
1230 6th Avenue, #1603, New York NY 10022, United States
Clarksons Securities Inc.
100
Investment banking,
trading in financial
instruments and
financial services
1333 West Loop South, Suite 1100, Houston TX 77027, United States
Clarkson Shipping Services Acquisition (USA), LLC
100
Dormant
211 East 7th Street, Suite 620, Austin TX 78701, United States
Clarksons Shipping Services USA, LLC
100
Shipbroking
U Subsidiaries continued
8 Membership interest.
F I N A N C I A L S TAT E M E N T S —
2 1 4
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
N O T E S T O T H E P A R E N T C O M P A N Y F I N A N C I A L S T A T E M E N T S
C O N T I N U E D
The Directors believe that alternative performance measures can provide users of the financial statements with
a better understanding of the Group’s underlying financial performance, if used properly. Directors’ judgement is
required as to what items qualify for this classification.
Adjusting items
The Group excludes adjusting items from its underlying earnings metrics with the aim of removing the impact of
one-offs which may distort period-on-period comparisons.
The term ‘underlying’ excludes the impact of exceptional items and acquisition-related costs, which are shown
separately on the face of the income statement. Management separates these items due to their nature and size and
believes this provides further useful information, in addition to statutory measures, to assist readers of the Annual
Report to understand the results for the year.
Underlying profit before taxation
Reconciliation of reported profit before taxation to underlying profit before taxation for the year.
2024
£m
2023
£m
Reported profit before taxation
112.1
108.8
Less exceptional items
–
(2.2)
Add back acquisition-related costs
3.2
2.6
Underlying profit before taxation
115.3
109.2
Underlying effective tax rate
Reconciliation of reported effective tax rate to underlying effective tax rate.
2024
%
2023
%
Reported effective tax rate
23.0
21.1
Adjustment relating to exceptional items
–
0.7
Adjustment relating to acquisition-related costs
(0.5)
(0.4)
Underlying effective tax rate
22.5
21.4
Underlying profit for the year attributable to equity holders of the Parent Company
Reconciliation of reported profit attributable to equity holders of the Parent Company to underlying profit
attributable to equity holders of the Parent Company.
2024
£m
2023
£m
Reported profit attributable to equity holders of the Parent Company
84.9
83.8
Less exceptional items
–
(2.5)
Add back acquisition-related costs
3.0
2.5
Underlying profit attributable to equity holders of the Parent Company
87.9
83.8
Underlying basic earnings per share
Reconciliation of reported basic earnings per share to underlying basic earnings per share.
2024
Pence
2023
Pence
Reported basic earnings per share
277.1
275.2
Less exceptional items
–
(8.4)
Add back acquisition-related costs
9.8
8.2
Underlying basic earnings per share
286.9
275.0
2 1 5
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
A L T E R N A T I V E P E R F O R M A N C E M E A S U R E S
Underlying administrative expenses
Reconciliation of reported administrative expenses to underlying administrative expenses for the year.
2024
£m
2023
£m
Reported administrative expenses
529.2
509.2
Add back exceptional items
–
2.2
Less acquisition-related costs
(3.2)
(2.6)
Underlying administrative expenses
526.0
508.8
Operational metrics
The Group monitors its cash and liquidity position by adjusting gross balances to reflect the payment of obligations
to staff and restricted monies held by regulated entities.
Net cash and available funds
The Board uses net cash and available funds as a better representation of the net cash available to the business,
since bonuses are typically paid after the year-end, hence an element of the year-end cash balance is earmarked for
this purpose. It should be noted that accrued bonuses include amounts relating to the current year and amounts held
back from previous years which will be payable in the future.
Reconciliation of reported cash and cash equivalents to net cash and available funds reported.
2024
£m
2023
£m
Cash and cash equivalents as reported
431.3
398.9
Add cash on deposit and government bonds included within current investments
62.0
39.9
Less amounts reserved for bonuses included within current trade and other payables
(249.6)
(237.7)
Net cash and available funds
243.7
201.1
Free cash resources
Free cash resources is a further measure used by the Board in taking decisions over capital allocation. It deducts
monies held by regulated entities from the net cash and available funds figure.
Reconciliation of reported cash and cash equivalents to reported free cash resources.
2024
£m
2023
£m
Cash and cash equivalents as reported
431.3
398.9
Add cash on deposit and government bonds included within current investments
62.0
39.9
Less amounts reserved for bonuses included within current trade and other payables
(249.6)
(237.7)
Less net cash and available funds held in regulated entities
(27.4)
(25.7)
Free cash resources
216.3
175.4
O T H E R I N F O R M AT I O N —
2 1 6
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
A L T E R N A T I V E P E R F O R M A N C E M E A S U R E S C O N T I N U E D
Aframax
A tanker size range defined by Clarksons
as between 85,000-124,999 dwt.
AI
Artificial Intelligence.
AIS
Automatic Identification System. A
system used in the maritime industry to
identify, locate and track vessels.
API
Application Programming Interface.
A data delivery mechanism.
Board
The Board of Directors of Clarkson PLC.
Bulk cargo
Unpackaged cargoes such as coal,
ore and grain.
Bunkers
A ship’s fuel.
Capesize
(cape)
Bulk ship size range defined by Clarksons
as 100,000 dwt or larger.
Cbm
Cubic metres. Used as a measurement
of cargo capacity for ships such as
gas carriers.
CEO
Chief Executive Officer, Andi Case.
CFO & COO
Chief Financial Officer & Chief Operating
Officer, Jeff Woyda.
Cgt
Compensated gross tonnage. This unit
of measurement was developed for
measuring the level of shipbuilding
output and is calculated by applying
a conversion factor, which reflects the
amount of work required to build a ship,
to a vessel’s gross registered tonnage.
CII
Carbon Intensity Indicator. An IMO vessel
operational efficiency measure which
came into force from 2023.
Chair
Laurence Hollingworth.
Charterer
Cargo owner or another person/company
that hires a ship.
Charter party
Transport contract between shipowner
and shipper of goods.
CGU
Cash-Generating Unit. An accounting
concept used by the International
Financial Reporting Standards to
determine asset impairment.
Clean
products
Oil products derived from refining crude
oil, including gasoline, naphtha, kerosene
and diesel. Excludes ‘heavier’ oil products
such as fuel oil which are categorised as
‘dirty products’
CoA
Contract of Affreightment. A freight
agreement between a ship owner/
operator and a cargo interest/charterer
to move a defined amount of cargo on
pre-defined routes over a period of time,
for a pre-agreed rate.
Code
The UK Corporate Governance Code
(July 2018).
Company
Clarkson PLC as a standalone entity,
registered in England and Wales under
company number 1190238.
Containership
A cargo ship specifically equipped
with cell guides for the carriage of
containerised cargo.
COVID-19
A global pandemic caused by the
SARS-CoV-2 virus, first identified in
late 2019.
CO2
Carbon dioxide.
CPP
Clean Petroleum Products. Refined oil
products including gasoline, gas oil,
jet fuel, kerosene and naptha.
CPS
Clarksons Port Services, a business within
Clarksons’ Support division.
Crude oil
Unrefined oil.
CSOV
Construction Service Operation Vessels.
Vessels designed for wind farm support
operations, providing accommodation,
workshops and equipment enabling
access to offshore wind installations.
CSR
Corporate Social Responsibility.
DEI
Diversity, equity and inclusion.
Disclosure
Guidance and
Transparency
Rules
Regulations which apply to most
larger companies on the London Stock
Exchange, which implement a number
of EU Directives on transparency,
market abuse, accounting and
audit. The Disclosure Guidance and
Transparency Rules are supplementary
to the Listing Rules.
DHSS
A group of companies (DHSS Aviation
B.V., DHSS Logistics B.V., DHSS Projects
B.V. and DHSS Service B.V.) acquired by
the Group on 6 February 2023. DHSS was
subsequently reorganised and renamed
Clarkson Port Services B.V.
Dry (market)
Generic term for the bulk market.
Dry cargo
carrier
A ship carrying general cargoes or
sometimes bulk cargo.
Dwt
Deadweight tonne. A measure expressed
in metric tonnes (1,000 kg) or long
tonnes (1,016 kg) of a ship’s carrying
capacity, including cargo, bunkers, fresh
water, crew and provisions.
EBT
Employee Benefit Trust. A trust
established by the Company for the
purpose of facilitating the operation
of the Company’s share plans.
ECM
Equity Capital Markets.
E&P
Exploration and Production.
EPC
Engineering, procurement
and construction.
EPS
Earnings per share.
ESEF
The European Single Electronic
Format. The electronic reporting format
in which issuers on EU regulated markets
must prepare their annual financial
reports.
2 1 7
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
G L O S S A R Y
ESTs
Energy Saving Technologies.
ESG
Environmental, Social and Governance.
ETS
The EU Emissions Trading System.
A greenhouse gas emissions trading
system extended to shipping from the
start of 2024.
Executive
Directors
Andi Case (CEO) and Jeff Woyda
(CFO & COO).
External audit An independent opinion of the Group
and Company’s financial statements by
an external firm. PricewaterhouseCoopers
LLP is the Group’s current External
Auditor.
Fair value
Fair value is defined as an amount at
which an asset could be exchanged
between knowledgeable and willing
parties in an arm’s-length transaction.
FFA
Forward Freight Agreement. A cash
contract for differences requiring no
physical delivery based on freight rates
on standardised trade routes and for
standardised vessel types.
FID
Refers to the Financial Investment
Decision for an investment project.
Financial
Conduct
Authority
(‘FCA’)
The FCA regulates the financial services
industry in the UK.
Financial
Reporting
Council
(‘FRC’)
The FRC regulates auditors,
accountants and actuaries, and sets
the UK’s Corporate Governance and
Stewardship Codes.
FOB
Forward order book. Estimated
commissions collectable over the
duration of the contract as principal
payments fall due. The forward order
book is not discounted.
Freight rate
The agreed charge for the carriage of
cargo expressed per tonne of cargo
(also Worldscale in the tanker market),
or as a lump sum.
FTSE 250
The share index consisting of the 101st
to 350th largest companies listed on
the London Stock Exchange main market.
Clarkson PLC has been a member of
the FTSE 250 since 2015.
FVOCI
Fair value through other comprehensive
income. A classification category for
financial assets under IFRS 9.
FVPL
Fair value through profit or loss.
A classification category for
financial assets under IFRS 9.
GHG
Greenhouse gas.
Group
Clarkson PLC and its subsidiary
undertakings.
GT
Gross Tonnage. A standardised measure
of a ship’s internal volume as defined by
the IMO.
GW
Gigawatts. A unit of power or power
capacity equivalent to 1 billion watts.
IFRS
International Financial Reporting
Standards. A set of international
accounting standards stating how
particular types of transactions and other
events should be reported in financial
statements.
IEA
International Energy Agency. An agency
which works with countries around the
world to shape energy policies.
IMO
International Maritime Organization.
A United Nations agency devoted
to shipping.
KPIs
Key performance indicators.
KYC
Know Your Customer/Client. Procedures
designed to identify who a company
does business with to ensure compliance
with relevant laws and regulations.
LCO2
Liquefied Carbon Dioxide (CO2).
The liquid form of carbon dioxide,
formed via pressurisation (and often
refrigeration) of gaseous carbon dioxide.
LCO2 carriers are vessels designed to
carry such cargoes.
LGC
Large Gas Carrier. Vessel defined by
Clarksons as 45,000-64,999 cbm.
Listing Rules
Set of regulations overseen by the
Financial Conduct Authority, which apply
to any company listed on the London
Stock Exchange.
Liquidity risk
The risk of the Group being unable to
meet its cash and collateral obligations
without incurring large losses.
LNG
Liquefied Natural Gas.
LPG
Liquefied Petroleum Gas.
LR1
Long Range 1. Coated products tanker,
defined by Clarksons as 55,000-84,999
dwt.
LR2
Long Range 2. Coated products tanker,
defined by Clarksons as 85,000-124,999
dwt.
LSE
London Stock Exchange. The stock
exchange in the City of London on
which Clarkson PLC’s shares are listed.
M&A
Mergers and Acquisitions.
MPP
Multi Purpose. A diverse fleet of vessels
which are typically capable of carrying
both containerised and bulk cargoes;
many also have ‘heavy lift’ capability in
order to transport large project cargoes.
MR
Medium Range. A product tanker of
around 45,000-55,000 dwt.
O T H E R I N F O R M AT I O N —
2 1 8
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
G L O S S A R Y C O N T I N U E D
MRO
Maintenance, repair and operating
products, which includes consumables,
industrial equipment and plant upkeep
supplies.
MT
Metric tonne (see tonne). A measure
equivalent to 1,000 kg.
Non-
Executive
Director
A Director of the Board, not part of the
executive management of the Company,
who is free from any business or other
relationship that could materially conflict
with their ability to exercise independent
judgement.
O&M
Operations & Maintenance.
OPEC
Organization of the Petroleum Exporting
Countries.
OSV
Offshore Support Vessels. Includes
Anchor Handling Tug Supplys (‘AHTSs’)
and Platform Supply Vessels (‘PSVs’).
Ships engaged in providing support to
offshore rigs and oil platforms.
Parent
Company
Clarkson PLC as a standalone entity,
registered in England and Wales under
company number 1190238.
PCG
PetroChemical Gas.
PPE
Personal protective equipment.
Products
tanker
Tanker that carries refined oil products.
ROV
Remotely Operated Vehicle.
S&P
Sale and Purchase, a business within
Clarksons’ Broking division
SaaS
Software as a Service.
SAPS
Self-administered pension scheme.
Used in this Annual Report in the context
of mortality tables published by the UK’s
Continuous Mortality Investigation.
SBP
Share-based payments.
SCFI
Shanghai Containerised Freight Index.
An index produced by the Shanghai
Shipping Exchange reflecting movements
in spot container freight rates from
Shanghai to a selection of destinations
around the world.
SECR
Streamlined Energy and Carbon
Reporting. Mandatory reporting for
large businesses in the UK regarding
their energy and carbon emissions.
SID
Senior Independent Director, Sue Harris.
Shipbroker
A person/company that, on behalf of a
shipowner/shipper, negotiates a deal for
the transportation of cargo at an agreed
price. Shipbrokers also act on behalf of
shipping companies in negotiating the
purchasing and selling of ships, both
secondhand tonnage and newbuilding
contracts.
Spot market
Short-term contracts for voyage,
trip or short-term time charters, normally
no longer than three months in duration.
Suezmax
A tanker size range defined by Clarksons
as 125,000-199,999 dwt.
TCFD
Task Force on Climate-related Financial
Disclosures. A framework which
provides consistency in reporting of
climate‑related financial information.
TEU
20-foot Equivalent Units. The unit of
measurement of a standard 20-foot long
container.
TEU-miles
TEU trade volumes moved, multiplied
by distance travelled in miles; used in
order to give a better estimate of vessel
demand on given trade route(s).
TCE
Time Charter Equivalent. Gross freight
income less voyage costs (bunker, port
and canal charges), usually expressed
in US dollar per day.
TFDE
Tri Fuel Diesel Electric. A propulsion
system used mainly in LNG carriers,
where the vessel is capable of using
both boil-off gas and conventional fuels
to generate electricity in order to power
electric motors which drive the ship’s
propellers.
Time charter
An arrangement whereby a shipowner
places a crewed ship at a charterer’s
disposal for a certain period. Freight
is customarily paid periodically in
advance. The charterer also pays for
bunker, port and canal charges.
Tonne
Metric tonne of 1,000 kg or 2,204 lbs.
Trauma &
Resuscitation
Services
Limited
(‘TRS’)
Gibb Group Ltd (a wholly owned
Group subsidiary) acquired TRS on 5
February 2024. The business has since
been rebranded as Gibb Medical and
Rescue.
TSR
Total Shareholder Return.
ULEC
Ultra Large Ethane Carrier. A specialist
vessel designed for the carriage of
liquefied ethane, with a capacity of
around 150,000 cbm.
VLAC
Very Large Ammonia Carrier. A VLGC
optimised for the carriage of ammonia
cargoes as well as LPG.
VLCC
Very Large Crude Carrier.
Tanker over 200,000 dwt.
VLGC
Very Large Gas Carrier. Vessel defined
by Clarksons as 65,000 cbm or larger.
Wet (market)
Generic term for the tanker market.
2 1 9
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
C O N T E N T S
S T R AT E G I C
R E P O R T
C O R P O R AT E
G O V E R N A N C E
F I N A N C I A L
S TAT E M E N T S
O T H E R
I N F O R M AT I O N
Income statement
2024*
£m
2023*
£m
2022*
£m
2021*
£m
2020*
£m
Revenue
661.4
639.4
603.8
443.3
358.2
Cost of sales
(33.7)
(30.4)
(21.8)
(16.5)
(13.3)
Trading profit
627.7
609.0
582.0
426.8
344.9
Administrative expenses
(526.0)
(508.8)
(481.2)
(355.7)
(298.5)
Operating profit
101.7
100.2
100.8
71.1
46.4
Profit before taxation
115.3
109.2
100.9
69.4
44.7
Taxation
(26.0)
(23.4)
(20.6)
(14.7)
(9.5)
Profit for the year
89.3
85.8
80.3
54.7
35.2
* Before exceptional items and acquisition-related costs.
Cash flow
2024
£m
2023
£m
2022
£m
Restated
2021
£m
2020
£m
Net cash inflow from operating activities
114.7
155.3
178.9
125.1
65.9
Balance sheet
2024
£m
2023
£m
2022
£m
2021
£m
2020
£m
Non-current assets
267.5
284.6
288.9
290.3
290.1
Inventories
4.3
3.3
2.4
1.5
1.3
Trade and other receivables
(including income tax receivable)
135.0
148.7
153.1
118.4
76.8
Current asset investments
62.2
40.1
3.5
10.3
31.1
Cash and cash equivalents
431.3
398.9
384.4
261.6
173.4
Current liabilities
(358.7)
(371.3)
(366.2)
(257.3)
(177.4)
Non-current liabilities
(45.9)
(47.7)
(52.9)
(63.2)
(66.9)
Net assets
495.7
456.6
413.2
361.6
328.4
Statistics
2024
Pence
2023
Pence
2022
Pence
2021
Pence
2020
Pence
Earnings per share – basic*
286.9
275.0
250.3
165.6
106.0
Dividend per share
109.0
102.0
93.0
84.0
79.0
* Before exceptional items and acquisition-related costs.
Changes to IFRS have not been retrospectively adjusted.
O T H E R I N F O R M AT I O N —
2 2 0
C L A R K S O N P L C — 2 0 2 4 A N N U A L R E P O R T
F I V E - Y E A R F I N A N C I A L S U M M A R Y
CBP029633
Printed by Park Communications.
The material used in this Report is from
100% recycled material. The paper mill
and printer are both registered with the
Forestry Stewardship Council (FSC)®
and additionally have the Environmental
Management System ISO 14001.
It is recyclable and bio-degradable.
It has been printed using 100% offshore
wind electricity sourced from UK wind.