Walker Crips Group Annual Report 2015

FY2015 Annual Report · Walker Crips Group

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Annual Report and Accounts 2015

From sharedealing on the London Stock
Exchange in 1914 to a fully listed integrated
investment and wealth management Group today

Walker Crips is proud of its long and rich history of more than a century.
Through acquisitions, the Company can trace its origins as far back as the 18th
century, making it one of the City of London’s oldest independent companies.

The stockbroking firm of Weddle Beck &
Company was formed in June 1914, two
months before the start of World War I.

In 1933 a department was established to deal
with new issues. The shares of a number of
established companies were brought to the
stock exchange for quotation and the firm
acted as official stockbrokers to these firms.

Admitted to the London Stock Exchange
as a fully listed plc.

Acquisition of London York group
providing financial planning and
pension management services.

1914

1923

1933

1966

1996

2001

2005

In the early days of the firm a brisk arbitrage
business was conducted with Paris and there
was a banking business with the joint stock
banks consisting of Barclays, Lloyds, Midland
and National Provincial Banks.

By the 1960s Dudley Weddle considered
it would make sense to amalgamate with
another stockbroking firm of a similar size.

Nothing could be more natural, therefore,
than a merger with Walker, Crips and Company,
as the senior partners of both firms had
been friends for some considerable years.
The amalgamation of the two firms was
effected on 28 November 1966 resulting
in Walker, Crips, Weddle, Beck & Company.

Acquisition of Keith, Bayley, Rogers & Co
stockbroking business.

2015

Acquisition of Barker Poland Asset Management
discretionary & advisory business.

Financial highlights

Consistently delivering on our objectives

n Group revenues increased by 11.1%
to £23.0 million (2014: £20.7 million)

n Gross profit (net revenues) increased by 8.5%

to £15.3 million (2014: £14.1 million)

n Operating profit, before exceptional expenses,
up 14.9% to £0.54 million (2014: £0.47 million)

n Reported pre-tax profit of £0.44 million which
includes Barker Poland Asset Management LLP
(BPAM) acquisition (2014: £2.5 million which
included investment disposal gains of £1.84 million)

n BPAM acquisition, together with branch openings
and expansion, gives the Group a national
footprint with 13 offices nationwide

n Non-broking income as a percentage of total
income increased to 56.3% (2014: 52.7%),
reflecting further reduction in reliance on
transaction-driven commission revenue

n Discretionary and advisory assets under

management increased by 50.3% to £2.0 billion
(2014: £1.33 billion). Together with administered
assets (AUMA), total assets increased by 26.7%
to £3.8 billion (2014: £3.0 billion)

n Proposed final dividend increased by 10.4%
to 1.17 pence per share (2014: 1.06 pence
per share) bringing total dividends for
the year to 1.70 pence per share
(2014: 1.57 pence per share)

Stay up to date at
www.wcgplc.co.uk

Assets under management
and administration (£bn)
£3.8bn

(2014: £3.0bn)

* Excludes SIPP & SSAS

and client cash

Total income (£m)
£23.2m

(2014: £20.9m)

8
3

0
3

0
2

4
1

12* 13* 14 15

2
0
2

7
0
2

9
0
2

8
7
1

2
3
2

11 12 13 14 15

Strategic report
01 Financial highlights

02 Walker Crips at a glance

05 Chairman and Chief Executive statement

08 Strategic report

09 Our objectives and strategy

10 Key performance indicators

11 Principal risks and uncertainties

12 Corporate social responsibility

Corporate governance
13 Introduction to governance

14 Board of Directors

16 Directors’ report

18 Report by the Directors on corporate governance matters

21 Statement of Directors’ responsibilities

22 Remuneration Committee report

33 Audit Committee report

Financial statements
36 Independent auditor’s report

41 Consolidated income statement

42 Consolidated statement of comprehensive income

43 Consolidated statement of financial position

44 Consolidated statement of cash flows

45 Consolidated statement of changes in equity

46 Notes to the accounts

69 Company balance sheet

70 Notes to the Company accounts

76 Notice of Annual General Meeting

83 Form of proxy

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsWalker Crips at a glance

Our clients are at the heart of our business. Each service is tailored to fit
around what clients need to achieve their investment objectives.

We offer a range of services, each of which operates in the UK only. Our aim is to offer
a full set of investment and wealth management services to both new and existing clients.

The Group is currently organised into two operating divisions.

Investment Management

Stockbroking

Structured Investments

Alternative Investments

Revenue

£20.6m

Investment Management

Structured Investments

Stockbroking

Alternative Investments

Alongside Bespoke Discretionary
and Advisory Management we
offer Actively Managed Portfolio
Service (AMPS) which provides
suitable discretionary investment
management in which investment
decisions are made by our
investment committee, the
Investment Senate. AMPS
offers diversified discretionary
modelled portfolios through
“Ready to Invest” (fully
modelled) or “Bespoke”
AMPS (partially tailored).

The Structured Investments
market has presented
opportunities to individual
investors and intermediaries
to access pre-packaged (and
bespoke) investment strategies
that can allow tax-efficient
investments for a variety of
different risk and return profiles.

This is a business that Walker Crips
entered over five years ago
with a prudent and sensible
approach to the arrangement
and administration of structured
investments and plans.

n Bespoke Discretionary
– we make the investment
decisions according to an
agreed tailored mandate.

n Advisory Managed

– we provide clients with
investment advice and
oversight of their own
investment decisions.

n Advisory – we advise clients
as and when they wish to
receive advice and they make
their own investment decisions.

n Execution-only Services

– we receive instructions from
clients to execute transactions.

Our Alternative Investment team
provides innovative services
and products for limited groups
of sophisticated clients with
specific requirements and
eligible investors.

Immigration Investment
Portfolios (IIP) serves high
net worth individuals from
outside the UK.

Walker Crips Group plc
Annual Report and Accounts 2015

Making Investment Rewarding

Our purpose
Our purpose is to serve our stakeholders:

Our core values
n Integrity

n shareholders, by increasing share value and growing dividends;

n Courtesy

n clients, through suitability of advice, fairness, service

n Fairness

and performance;

n colleagues, through appropriate remuneration for loyalty,

fine service and performance.

n Loyalty

n Responsibility

n Diligence

Wealth Management

Holistic Financial Planning

SIPP Administration

Revenue

Pension Services

SSAS & Corporate Trust Services

£2.4m

Wealth Management

Pensions

A truly integrated service with
life stage planning to suit the
needs of our clients.

As an enlightened firm within the
private client industry, Walker Crips
includes a holistic wealth
management service within
its offering.

Since 2005 Walker Crips has
had this capability within its
Wealth Management division
offering genuine whole of market
advice that includes advisory
services on investments,
pensions, protection and
financial planning.

The Company offers holistic
financial planning complemented
by investment management
solutions enabling clients to plan
for their children’s education,
increase their tax efficiency, ensure
they achieve the retirement they
want and prepare for inheritance
tax. Businesses and business
owners also benefit from sound
financial planning to encompass
pension and employee benefit
schemes, corporate protection
and investments. A strategy can
be developed with clients to help
ensure future stability and
financial wellbeing.

As well as pension management,
personal financial planning and
advice, our clients, through our
SIPP and SSAS services run by
Ebor Trustees, have access to a
wide choice of investments and
retirement options. This
provides individuals and
companies with investment
flexibility along with tax and
business efficiencies.

n Self Invested Personal

Pension (SIPP) – designed
for individuals looking to
control their pension
fund investments.

n Small Self Administered
Scheme (SSAS) – designed
for company Directors to
both build a pension fund
for their retirement and also
to help with the running
of their business.

Read more about our services on
our website: www.wcgplc.co.uk

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsWalker Crips at a glance continued

Our locations
– London (Group Head Office)

– Birmingham

– Bristol

– Inverness

– Lake District

– Lincoln

– Northampton

– Norwich

– Romford

– Swansea

– Truro

– Wymondham

– York (Wealth Management Head Office)

Office locations

Head offices

Walker Crips Group plc
Annual Report and Accounts 2015

Chairman and Chief Executive statement

After three years of transformation, acquisition of revenue generators and disposals
of non-core businesses, we are on course to benefit from the resultant increase in revenue.

David Gelber
Chairman

Rodney FitzGerald
Chief Executive Officer

Performance overview
This year’s results build on the momentum of growth in our core businesses
of investment and wealth management, flowing from the Group’s adoption
of a refocused strategy in mid-2012. Operating profit before exceptional
expenses increased, for the second year running, by 14.9% to £0.54 million
(2014: £0.47 million). After net investment revenues and exceptional
costs of £0.33 million, incurred through the acquisition of the investment
management firm Barker Poland Asset Management LLP (BPAM), pre-tax
profits were £0.44 million, compared to £2.5 million in 2014, when
we benefited from investment disposal gains of £1.84 million.

Earnings per share (EPS) for the year were
0.69 pence (2014: 5.5 pence). EPS in 2014
of course, included the effect of the one-off
disposal of our investment in Liontrust
Convertible Loan Stock.

Dividend
In recognition of this year’s sound progress
and the continued confidence in the
Group’s longer term prospects, the Board
is recommending a 10.4% increase in the
final dividend to 1.17 pence per share
(2014: 1.06 pence per share).

Combined with the interim dividend of
0.53 pence per share (2014: 0.51 pence
per share excluding the special dividend),
this makes a total dividend for the year of
1.70 pence per share (2014: 1.57 pence
per share). This increase of 8.3% reflects
the further progress made during the year
driven by the turnaround in operating profit
before exceptionals over the past two years.

The final dividend will be paid on 7 August 2015
to shareholders on the register at the close
of business on 17 July 2015.

We have continued to advance the delivery of
our strategy for growth and have consolidated
the progress we have made over the previous
two years. We now look ahead to continuing
our expansion and business transformation.
A big step was made with the acquisition
of BPAM, the Group’s first corporate acquisition
in ten years, which concluded at the end of
a year in which regional expansion has also
gathered pace. Further growth in numbers
of fee-generating investment managers and
advisers has continued with an additional
14 taken on during the year, bringing our total
number of fee earning personnel to 120.
Along with the opening of a branch in Truro,
we expanded in Birmingham, London and
York, giving us a truly national footprint, with
13 offices nationwide.

At a time when our peers have reported
decreases in commission revenues, we
have shown resilience by stabilising our
own broking income levels at £10.2 million
(2014: £9.9 million) through gathering clients
who come with the increasing number of
investment management personnel deciding
to join us in this exciting phase of expansion.
As well as commission from stockbroking,
the higher level of fees generated from our
rapidly increasing pool of clients’ assets under
management and administration (AUMA)
has, in turn, led to a robust increase in
revenue by 11.1% to £23.0 million from
£20.7 million in the prior year.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsChairman and Chief Executive statement continued

Strategy for growth
Since the disposal of non-core subsidiaries
in 2012 and 2013, our remaining businesses
of investment management and wealth
management have continued to target
higher net worth and affluent clients. The
strategic evolution, from traditional private
client stockbroker to an integrated
investment and wealth management group,
continues to be reinforced by our commitment
to a long established set of values, premium
service, strong culture and integrity in all
we do for clients; and this has continued
to attract new business. We put clients
first, a principle that has underpinned our
longevity, sound reputation and independence,
which are valued by clients. We operate within
a framework of strong corporate governance
and growing financial strength.

Acquisition
After assessing many prospective targets
to identify suitable earnings-enhancing
acquisitions, we completed the purchase
of the membership interests in BPAM
on 6 March 2015. BPAM is based in
London and provides investment and
wealth management services to a loyal
and established base of private clients
on a predominantly discretionary basis.
They hold dear to the same values as we
do and have a culture aimed at clients and
suitable investments. The business fits well
within the Walker Crips business philosophy.
Apart from opportunities for cost synergies,
the addition of capable investment managers
and advisers, and their discretionary fee-based
recurring revenue stream is a key step
in achieving the additional scale needed
to reach one of the Company’s stated
medium-term targets – to take our AUMA
through the threshold of £5 billion.

Operations
As a result of our growing client base, gross
profit increased by 8.5% to £15.3 million.

Administration expenses before exceptional
costs for the period correspondingly increased
by 8.1% and have been largely contained
despite the expected increase in employment
and regulatory costs associated with our
current and proposed revenue generating
initiatives. A lease for additional floor space
at our London headquarters has recently
been entered into in response to the stream
of additional advisers we are welcoming,
and to capitalise on a significant premises
cost saving for our new subsidiary, BPAM.

One of our key performance indicators,
non-broking income expressed as a proportion
of total income, was higher at 56.3%
(2014: 52.7%), further diminishing our reliance
on transaction-driven commission revenue.

Investment Management
The Company’s assets under management
have grown substantially, and are set
to continue to do so, as our pipeline of
potential new recruits and their clients
remains healthy.

Discretionary and advisory assets under
management (AUM) at the year end were
£2.0 billion (31 March 2014: £1.33 billion),
reflecting the strategic emphasis and the
longer term revenue benefits of asset
gathering alongside transactional brokerage.
Commission income from broking remained
stable, whilst investment management
fees increased by 23.8% to £10.4 million
(2014: £8.4 million).

Gross revenues from the investment
management division increased
by 12.6% during the period to £20.6 million
(2014: £18.3 million), another marked
improvement and clear demonstration
that the scope for additional expansion
is a realistic prospect in a very competitive
sector, where the reduction in the quality
of service caused by increase in scale
through mergers and acquisitions is
repeatedly being evidenced amongst
our peers. This has led to disenchantment
amongst the affected advisers of competitors,
who invariably seek stability and reliability
of service for their clients in a more efficient,
technologically competent and successful
organisation such as ours.

After receiving another boost to the
Individual Savings Account (ISA) regime
in the last budget, investors now have
much greater flexibility ensuring that
subscriptions into our ISA stocks and
shares products continued their dramatic
growth by 48% this year (2014: 32%).
Forthcoming additional tax-efficient
transferability allowances will also
encourage inherited funds to remain
under our management.

The Structured Investments division produced
another strong year, as it continued to
strengthen its position with the professional
adviser community. The current year is
also promising, with a backdrop of global
economic growth and the outlook for a
sustained low interest rate environment,
both of which serve to underpin demand
for structured investment products.

In addition, our Alternative Investments
management team delivered substantial
growth in new clients and assets from
the Investor Immigration Programme and
the greater profitability generated by the
Equity Arbitrage desk continues to be
a welcome success.

Walker Crips Group plc
Annual Report and Accounts 2015

Wealth Management
Our innovative Wealth Management
division, run from York, continues to be
driven by focused management and a
competent team of advisers, who provide
a committed, high-quality service to its
widening client base.

In the year to 31 March 2015, our York
operation benefited from the first full year’s
figures of the new Inverness office and
delivered an improved operating profit.
Since the advent of the Retail Distribution
Review and pension freedoms, activity
remains strong, boosted also by continued
auto enrolment activity and a helpful
Spring Budget, which bodes well for a
productive year ahead.

The Pensions division, which is also based
in York, administering SIPP and SSAS
produced a resilient performance with SIPPs
experiencing 8% net growth in funds under
administration, ending the year at £105
million (2014: £97 million). SSAS assets
under our care at the year end amounted to
£200 million (2014: £206 million).

Regulation
Preparations are well under way to meet
the challenges posed by the European
Parliament’s MiFID II initiative. We
continue to fully support and reinforce FCA
guidance on its drive to ensure advice given
to clients by our account executives is
suitable and properly recorded. Our culture
of serving clients in their best interests is
now well established in our DNA.

Statement of financial position
As at 31 March 2015, the Group maintained
a steady level of net assets of £21.0 million
(2014: £21.4 million), including net cash of
£6.5 million (2014: £8.1 million), a decrease
of £1.6 million mainly due to the initial
cash consideration of £1.9 million for the
recent acquisition of BPAM.

Going concern
The Group continues to maintain a robust
financial position. Having conducted detailed
cash flow and working capital forecasts and
appropriate stress-testing on liquidity,
profitability and regulatory capital, taking
account of possible adverse changes in
trading performance, the Board has more
than sufficient grounds to believe the Group
is well placed to manage its business risks
adequately and that it will be able to
operate within the level of its current
financing arrangements and regulatory
capital limits. Accordingly, the Board continues
to adopt the going concern basis for the
preparation of the financial statements.

Directors, account executives and staff
After another year of increasing numbers,
of revenue generators and the absorption
of investment business, through transfers
of clients and their assets, we would like to
thank all our fellow Directors, investment
managers and advisers, and members of
our operations team for their continuing
hard work and diligence in shouldering this
burden. The Walker Crips team remains true
to the core values of your Company, and
their integrity, courtesy, fairness, diligence,
responsibility and loyalty make it an
appealing firm for prospective clients and
professionals to join.

Annual General Meeting
This year’s Annual General Meeting will be
held at the South Place Hotel, 3 South Place,
London EC2M 2AF on 31 July 2015,
at 11:00 a.m.

Outlook
Your Board is committed to continuing
the execution of the Strategic Plan and the
long term value for the Group it is creating.
As the economy recovers, and with political
stability largely assured after the recent
decisive UK general election, we are confident
that the Group is well positioned to continue
making strides, which will ultimately
produce higher dividends and added value
for the benefit of shareholders.

Trading activity in the opening weeks of the
new financial year has started strongly.

Despite increasing competition and significant
demands from regulatory initiatives over
the next 18 months, it is our emphasis on
service and integrity which will drive our
public profile and competitive positioning
to deliver underlying growth in the next
phase of the Group’s development.

D. M. Gelber
Chairman
6 July 2015

R. A. FitzGerald FCA
Chief Executive Officer
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsStrategic report

Taken together with the Statement by the Chairman and Chief Executive this report constitutes
the Strategic Report (as articulated in Chapter 4A of the Companies Act 2006).

Group activities
The two principal activities of the Group are
investment management, which includes
stockbroking, and wealth management.

The Group strategy focuses upon the
growth and enhancement of these
two business streams.

The financial services underlying these
activities are: discretionary and advisory
investment management, fund management,
administration of Individual Savings Accounts,
managing clients’ cash in the course of
conducting investment business, pension
management and advice, structured
investments design and distribution,
corporate trustee services and personal
financial planning.

Provenance and culture
With its long and rich history, today
Walker Crips has a consistently evolving
presence in the financial services industry.
It continues to expand on its established
Investment Management business with
the more recent launch of Structured
Investments, the Investor Immigration
Programme and the Equity Arbitrage desk.

Recent acquisitions of businesses, individuals
and expertise have stabilised earnings and
improved the revenue mix. The firm is
better placed to withstand the fluctuations
of markets and investment activity that
affect the financial services community.

Business model, industry and market
environment
This report looks first in summary at our
business as it is now and then at our strategy
and objectives for the next stage of the
Company’s development.

The UK industry ranges from small firms
with less than £1 billion of assets under
management to large companies with well
over £20 billion. With our corporate
independence and impartiality, we
compete with our peers that aim to direct
their clients into services that suit those firms’
own corporate needs. Larger competitors are
limiting the service that they offer to clients
in order to simplify their offering at the
expense of client choice.

Our business
Walker Crips occupies a special place in the private client investment
industry in the UK. We are a firm of highly skilled people dedicated
to serving the full range of our clients’ wealth management and
investment management needs. The Company is defined
by a strong culture based on traditional values that
have been handed down over generations.

Collegiate and integrated team
We collaborate as a group of capable individuals
to serve clients together.

Personalised approach
We offer a flexible broad range of services in order
to remain free to act for our clients as they would
wish us to act for them (suitably).

Strong culture of integrity
We attach great importance to our values
of which integrity is pre-eminent. We strive
to “do the right thing.”

Impartial advice
We maintain a transparent and impartial service
in order to sustain our Advisory capability and ensure
our Discretionary service are supported by a robust
investment process.

Walker Crips Group plc
Annual Report and Accounts 2015

a m

d t

Working together
to serve our
clients’ needs

ollegiate and inte g r a t e

ent
m
e
g
a
n
a
m

t
n
e
m

e o

f integrity

r
ti

a
l

m
a
n
a
g
e
m
e
nt

n alised approach

r s o

Our objectives and strategy

Our vision
To build on the historical private client business
to create a broad financial services proposition
and generate real shareholder value, by accelerating
growth and profitability.

Our strategy
To achieve profitable growth using a compliant
platform to provide a client-centred service that
offers an attractive and compelling proposition
incorporating a robust investment process.

Our objectives

Focused acquisition of
Investment Management and
Wealth Management teams,
individuals or entities:

Complement or strengthen our existing services in London, York and regions

Attract new clients:
n High Net Worth
n Mass Affluent
n Affluent

To grow total assets

Targeted investment in
resources:

Expand our range of flexible, transparent and impartial services using
our capability in technology to develop:
n Client offering, services, documents, online access and communication
n Compliance controls, tools and oversight
n Efficiency through FOTA (our Finance, Operations, Technology & Administration team)

Maintain cash and liquid assets as the means of executing growth strategy

Increased recurring revenues:

Discretionary Investment Management
n Bespoke portfolios
n Model portfolios

Fee based Advisory Services

Our philosophy
To achieve our strategic objectives by embodying the Company’s culture through:

n the Company’s leadership and direction;

n those who have been with the Company for many years (already imbued with its core values); and

n recent joiners who share the Company’s core values and bring further acumen and experience.

Walker Crips Group plc
Annual Report and Accounts 2015

n alised approach

r s o

Strategic reportCorporate governanceFinancial statementsKey performance indicators

Our progress
The Group’s strategy continues to deliver results and progress. Performance in 2015 is set out below together with
prior year data. The performance indicators below are presented on a basis that is consistent with the previous year.
The Board will continue to monitor these KPIs regularly.

Operating profit before
exceptional items (£m)
£0.54m

4
5
7 0
4
0

(2014: £0.47m)

Target: increase

14 15

New revenue generators
(number)
14

5
1

4
1

Gross profit (£m)
£15.3m

(2014: £14.1m)

Target: increase

3
5
1

1
4
1

14 15

Revenue (£m)
£23.0m

(2014: £20.7m)

Target: increase

0
3
2

7
0
2

14 15

Non-broking income
(proportion, %)
56.3%

7
2
5

3
6
5

Transaction volume
(number)
129,549

9
4
5
9
2
1

3
1
1
6
2
1

(2014: 15)

Target: Attract 5–10 pa

(2014: 52.7%)

Target: increase

(2014: 126,113)

Target: increase

14 15

Growth in total
assets (AUMA) (£bn)
£3.8bn

(2014: £3.0bn)

Target: £4.8bn 2018

8
0 3
3

Discretionary/
Advisory AUM (£bn)
£2.0bn

0
2

(2014: £1.33bn)

3
3
1

Target: increase

Breakdown of total
assets (AUMA) (£bn)
£3.8bn

5
9
5
1

(2014: £3.0bn)

6
5
8

8
3
5

0
5
7
1

5
5
1
1

9
5
8

14 15

Total dividends (per share)
1.70p

(2014: 1.57p)

Target: stable growth

7
5
1

0
7
1

Administration

Advisory

Discretionary

14 15

These key performance indicators are reviewed regularly and amended occasionally
to correspond with the changing mix of the Group’s main business activities.

Walker Crips Group plc
Annual Report and Accounts 2015

Principal risks and uncertainties

Principal risks and uncertainties
Risks to the business are reviewed monthly and monitored by the
Board-appointed Business Risk Panel in conjunction with the internal
process for management of capital risk (ICAAP). They are formally
reviewed by the Board annually. The Group’s risk management
policies and procedures are also discussed in the report by the
Directors on corporate governance matters. Financial risks and their
risk management are explained more fully in Note 25.

Risk increase

Risk decrease

No change in risk

Risk

Credit risk

Counterparty risk

Conduct risk

Liquidity risk

– Bank default and other systemic risk

– Settlement failure

Capital adequacy

Status

Mitigation

Credit risk assessments in respect of banks and custodians are carried
out in conjunction with credit ratings set by external agencies.

The majority of clients conduct low risk smaller trades. All institutional
transactions are cash against delivery. External clearing brokers who
hold clients’ cash as collateral are limited to one and provide client
money protection.

Loans to clients are covered by securities controlled by the Company
with excess value of 30%.

Loss arising from any breach of FCA rules. A strong Board-led
compliance culture and training is augmented by a sound control
framework, experienced well-resourced compliance team and
a commitment to invest in enhanced technology with the aim
of always ensuring a positive client outcome.

Several banks are used to hold both clients’ and firm’s money, with
levels being constantly reviewed.

Experienced management team monitors settlement performance.

Capital adequacy surplus is maintained well in excess of regulatory
requirements. Material surplus cash balances are always carried.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsCorporate social responsibility

Corporate social responsibility
The Social Responsibility and Safety Committee consists of two subsidiary Company Directors and other
senior managers, making recommendations to the Board on social, environmental and community issues.
Whilst recognising that the Group is a financial services organisation whose primary responsibility is to
maximise investment returns to clients in accordance with their contractual relationship and stated risk
profile and investment objectives, there are non-financial considerations which may affect the long-term
value of the subsidiary companies and close attention is paid to minimising their environmental impact.

General policies to improve the environment and staff welfare are:

n secure parking spaces are provided

to employees for bicycles;

n a payroll giving scheme is in operation

allowing staff to donate to their chosen
registered charity direct from their
earnings; and

n a childcare vouchers scheme is provided
allowing staff to benefit from tax savings
on childcare costs, recognising their
work-life balance requirements.

R. A. FitzGerald FCA
Chief Executive Officer
6 July 2015

n staff are encouraged to travel on public
transport through the availability of
interest-free season ticket loans;

n video and telephone conferencing

facilities reduce the necessity of travelling
to attend internal meetings;

n increasing electronic storage of documents
rather than retention of paper versions;

n electronic distribution of reports, contract
notes, etc., to reduce paper consumption;

n recycling of waste wherever possible;

n all portable electronic appliances are

safety tested every two years;

n old fluorescent light tubes are disposed
of in the appropriate manner, as is all
computer and other electrical equipment;

n measures to increase security and staff

safety have been implemented;

n a cycle to work scheme has been
introduced making cycling more
affordable and a healthy commuting
option for staff;

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic report

Corporate governance

Financial statements

Introduction to governance

Dear shareholder,
Good corporate governance is critical to the delivery of value to the
Group’s stakeholders and this section of the report describes how
Walker Crips is governed and managed in the context of the principles
of the UK Corporate Governance Code. The Board is responsible to
shareholders for the overall management and oversight of the Group
and for its long-term success. In particular, the Board is responsible for
agreeing the Group’s strategy, monitoring financial performance,
setting and monitoring the Group’s risk appetite and maintaining
an effective system of internal controls.

The Board of a financial services firm needs to be strong in relevant
expertise and our hands-on Executive Board together with an
experienced and talented senior management team ensures that
it is well placed to oversee the Group’s activities.

The Board has spent some time looking at the roles and responsibilities
of its Committees, to ensure that each is operating efficiently and so
providing an effective framework for the Board to operate within.
The composition of each Committee was reviewed with a view to
ensuring that a broad skill set is maintained so that undue reliance
was not placed on any particular individual.

D. M. Gelber
Chairman
6 July 2015

D. M. Gelber
Chairman

Our hands-on Executive Board
is well placed to oversee the
Group’s activities.

Walker Crips Group plc
Annual Report and Accounts 2015

Board of Directors

Executive Directors

Mark Rushton
Chief Investment Officer
Mr. Mark Rushton graduated
in 1984 with an MA in Law from
Downing College, Cambridge
University. Mark’s most recent
previous role was at BNP
Paribas where he was Head of
Offering for UK Wealth
Management before which he
lead corporate development
at Fortis having previously
held senior roles at Cazenove
Capital Management, UBS and
Mitsubishi UFJ Trust International.

David Hetherton
Wealth Management Director
Mr. David Hetherton serves as
Wealth Management Director
of Walker Crips Group plc. David
began his financial services
career in 1982 as a consultant
with Denison Investments Ltd.
Upon this company’s takeover
by Minet Consultancy Services
in 1990 David was appointed
a Divisional Director and was
instrumental in developing
the business from loss-making
into a profitable entity.
In January 1998, he took up the
post of Group Managing
Director of the London York
Group, which was subsequently
acquired by Walker Crips Group
plc in 2005. Since then, he has
integrated the Wealth
Management and Pension
Product Divisions, bringing
diversity of revenue to the
Group, including the launch
of an in-house SIPP.

Rodney FitzGerald FCA
Chief Executive Officer
Mr. Rodney FitzGerald serves
as Chief Executive Officer of
Walker Crips Group plc. He is
a mathematics graduate of
Leeds University and qualified
as a Chartered Accountant in
1979 with Hays Allan & Co.
After holding senior financial
positions outside the financial
services sector, he joined
independent stockbrokers
T C Coombs & Co. in 1987 and
was appointed to the Board
in 1989. More recently, he was
Finance Director of MeesPierson
ICS Limited, now ABN AMRO
Clearing, before joining Walker
Crips Group as Finance Director
in 1999. He was appointed
Chief Executive Officer in
January 2007.

Sean Lam FCPA (Aust.)
Chartered FCSI
Group Managing Director
Mr. Sean Lam graduated
in 1991 with a Bachelor of
Commerce degree from the
University of Western Australia
majoring in accounting and
finance. He commenced his
career as an internal auditor
with Phillip Securities in
Singapore and progressed to
become the Head of Internal
Audit. In 1995, he was appointed
Head of Operations and in the
same year he attained his
professional qualification as a
CPA. In 1999, Walker Crips Group
appointed Sean to the Board
as Development Director, with
overall responsibility for systems
development and information
technology. In 2004, he was
made Chief Operating Officer,
and in 2007, Group Managing
Director. Sean is a Fellow of
CPA Australia, has sat on its
European Council since 2010
and was President of its
European Region in 2012 and
2013. He is also a Chartered
Fellow of the Chartered
Institute for Securities &
Investment.

Walker Crips Group plc
Annual Report and Accounts 2015

Non-Executive Directors

Martin Wright
Senior independent Director,
Non-Executive
Mr. Martin Wright was appointed
to the Board in July 1996 as
a Non-Executive Director. He
is a Partner of Charles Russell
Speechlys LLP (Solicitors)
where he is a member of the
Partnership Council. Martin is
a member of the Law Society.
He is also a Non-Executive
Director of a number of
private companies.

Robert Elliott FCA. Cert PFS
Non-Executive Director
Mr. Robert Elliott is a retired
Chartered Accountant, having
joined Garbutt & Elliott in 1957,
qualifying in 1963. After being
appointed as Partner in 1964,
he developed specialist skills in
negotiating corporate finance
acquisitions, disposals and
mergers. He co-founded both
G&E Investment Services Ltd
and the London York group of
companies in 1980. In May 2008
he was appointed Chairman
of the Audit Committee.

David Gelber
Chairman
Mr. David Gelber serves as
Non-Executive Independent
Chairman of the Board of
Walker Crips Group plc.
He served as Group Chief
Operating Officer of ICAP plc
from 1994 to 2005 and
previously held the position
of Chief Operating Officer of
HSBC Global Markets. Prior
to joining HSBC he held senior
trading positions at Citibank,
Chemical Bank and J P Morgan.
He currently serves as a
Non-Executive Director of
IPGL Ltd, an investment holding
company, DDCAP Ltd, an
arranger of Islamic compliant
financial transactions, Extoix LLP,
a Frontier Market investment
boutique and Amadeo Air
Four PLC, a closed end fund
investing in aircraft leasing.
His previous directorships
include Globeop Financial
Services and eSeclending LLC
in Boston.

Hua Min Lim
Non-Executive Director
Mr. Hua Min Lim is the Executive
Chairman of PhillipCapital Group
of companies and was also
appointed Chairman of IFS
Capital Limited on 20 May 2003.
He began his career holding
senior positions in the Stock
Exchange of Singapore (SES) and
the Securities Research Institute.
He has served on a number of
Committees and sub-Committees
of the SES. In 1997, he was
appointed Chairman of the
SES Review Committee, which
is responsible for devising a
conceptual framework to make
Singapore’s capital markets
more globalised, competitive
and robust. For this service, he
was awarded the Public Service
Medal (PBM) in 1999 by the
Singapore government. He
served as a Board Member in
the Inland Revenue Authority
Singapore from 2004 to 2010.

Mr Lim holds a Bachelor of
Science degree (honours) in
chemical engineering from the
University of Surrey and obtained
a Master’s degree in Operations
Research and Management
studies from Imperial College,
London University.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsDirectors’ report

for the year ended 31 March 2015

The Directors present their annual report on the affairs
of the Group, together with the financial statements
and Auditor’s Report, for the year ended 31 March 2015.

Results and dividends
Results, distributions and retained profits are as follows:

Retained earnings at 1 April
Profit for the year after taxation
Dividends paid
Long Term Incentive Plan credit to equity

Retained earnings at 31 March

2015
£’000

11,955
257
(958)
—

11,254

2014
£’000

10,430
2,034
(522)
13

11,955

The Directors recommend a final dividend of 1.17 pence per ordinary
share to be paid on 7 August 2015 to ordinary shareholders on the
register on 17 July 2015.

Capital structure
Details of the Company’s share capital are shown in Note 27.
The Company has one class of ordinary share which carries no right
to fixed income. Each share carries the right to one vote at general
meetings of the Company.

There are no specific restrictions on the size of a holding nor on the
transfer of shares, which are both governed by the general provisions
of the Articles of Association and prevailing legislation. The Directors
are not aware of any agreements between holders of the Company’s
shares that may result in restrictions on the transfer of securities
or on voting rights.

Voting rights of shares held by the trustees of the Company’s Share
Incentive Plan (SIP) are not exercised unless the trustee is directed
to vote by the employee SIP participant.

No person has any special rights of control over the Company’s
share capital and all issued shares are fully paid.

With regard to the appointment and replacement of Directors, the
Company is governed by its Articles of Association, the Combined
Code, the Companies Acts and related legislation. The articles
themselves may be amended by special resolution of the shareholders.

Brief biographies of the Directors eligible and standing for election
at the Annual General Meeting are set out on pages 14 and 15.

Ethical responsibility
Our clients specify any ethical preferences that they have when
we construct their investment portfolios or make individual
recommendations. We actively support the professional institutes
and trade associations of which we are members to promote
a strong ethical code of conduct.

Employment policy
It is the Group’s policy to give appropriate consideration to
applications for employment from disabled persons, having proper
regard to their particular aptitudes. For the purposes of training,
career development and promotion, disabled staff, including any
who become disabled in the course of their employment, are
treated on equal terms with other employees.

Health and safety policy
The Board has a policy of adopting procedures, appropriate to its
activities, to monitor, maintain and, where relevant, improve health
and safety standards to safeguard the Group’s staff.

None of the Company’s activities involve any significant health
and safety risks. During the year there were no injuries, illnesses
or dangerous occurrences which needed to be reported under
the Reporting of Injuries, Diseases and Dangerous Occurrences
Regulations 1995.

Eligible employees can benefit from the Group’s permanent health
insurance scheme in the event of long-term illness preventing them
from carrying out their function.

Ordinary and special business
Resolutions will be placed before the Annual General Meeting to
confer authority on the Company to allot equity securities of up
to an aggregate nominal amount of £834,054 and to authorise
and empower the Company to allot equity securities.

The Companies Act 2006 permits a public company to purchase
its own shares in accordance with powers contained in its Articles
of Association and with the authority of a resolution of shareholders.
The Directors believe that the Company should be authorised to
take advantage of these provisions and therefore, pursuant to the
power contained in the Company’s Articles of Association, it is
intended to propose a special resolution at the forthcoming Annual
General Meeting to confer authority on the Company to purchase
up to a maximum in aggregate of 10% of the Ordinary Shares of
6²/³ pence each in the share capital of the Company at a price or
prices which will not be less than 6²/³ pence and not be more than
5% above the average of the middle market quotation derived
from the London Stock Exchange Daily Official List for the ten
business days before the relevant purchase is made.

The authority was given at the last Annual General Meeting of the
Company for a period expiring at the conclusion of the next Annual
General Meeting. It is the Directors’ intention that a resolution for
its renewal will be proposed at each succeeding Annual General
Meeting. The Directors will only make use of the authority when
satisfied that it is in the interest of the Company to do so.
Shareholders should note that any Ordinary Shares purchased by
the Company will either be cancelled and the number of Ordinary
Shares in issue will accordingly be reduced or will be held as
treasury shares.

Walker Crips Group plc
Annual Report and Accounts 2015

Carbon emission reporting

GHG emissions data for the year ended 31 March 2015:

Scope 1 – combustion of fuel
Scope 2 – purchased electricity

Total

Total emissions per employee

2014
tCO²e
9
265

274

1.64

2015
tCO²e

16
248

264

1.43

The Greenhouse Gas Protocol assessment methodology and
UK Government conversion factors for Company reporting have
been applied to calculate the emissions statistics in relation to
material sources of emissions for which the Group is responsible.

The reporting boundary used for collation of the above data
is consistent with that used for consolidation purposes in the
financial statements.

The following sources of emissions are not deemed to
be material for the purposes of preparing this disclosure:

n vehicle use; and

n air conditioning.

They may further note that the total number of warrants and options
to subscribe for equity shares in the Company that are outstanding
as at 31 March 2015 is 611,250 share options (for further information
refer to Note 28 of the financial statements). The proportion
of issued share capital of the Company that this represents as at
31 March 2015 is 1.6%. If the Company used the full authority
to buy back the shares under resolution 12 they would then
represent 2.1% of the issued share capital of the Company.

The disclosures can be found on the following website:
www.wcgplc.co.uk.

Auditor
Each of the persons who is a Director at the date of approval of this
annual report confirms that:

n so far as the Director is aware, there is no relevant audit

information of which the Company’s auditor is unaware; and

Substantial shareholdings
As at 31 March 2015, the following interests, excluding those
of Directors, in excess of 3% of the ordinary share capital of
the Company were held:

n the Director has taken all the steps that he ought to have taken
as a Director in order to make himself aware of any relevant
audit information and to establish that the Company’s
auditor is aware of that information.

Number

Percentage

Oryx International Growth Fund Limited
L. W. S. Lim
L. W. Y. Lim
L. W. J. Lim
M. J. Sunderland

3,250,000
2,512,176
2,512,176
2,512,173
1,421,100

8.7
6.7
6.7
6.7
3.8

This confirmation is given and should be interpreted in accordance
with the provisions of section 418 of the Companies Act 2006.

Deloitte LLP has expressed its willingness to continue in office
as auditor of the Company and a resolution to reappoint them
will be proposed at the forthcoming Annual General Meeting.

By order of the Board

Pillar 3 disclosures
The Basel Capital Accord, issued by the Basel Committee on
Banking Supervision, aims to improve the flexibility and risk
sensitivity of the existing Accord. The Accord consists of three
mutually reinforcing pillars. Pillar 3 recommends requirements
aimed at enhancing market discipline through effective disclosure
of information to market participants.

R. A. FitzGerald FCA
Director
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsReport by the Directors on corporate
governance matters

year ended 31 March 2015

The Company is committed to the Principles of Good
Governance set out in Section 1 of the June 2006 FRC
Combined Code on Corporate Governance by complying
with the Code of Best Practice. Further explanation of how
the principles have been applied is also set out below and,
in connection with Directors’ remuneration, in the
Remuneration Committee Report.

Compliance
With one exception, the Company has been in compliance with
the code provisions set out in the Combined Code on Corporate
Governance issued by the Financial Conduct Authority. The exception
is in regard to the period of appointment within Non-Executive
Directors’ service contracts which are not for fixed periods as
stated in code A7.2.

The Board of Directors
The Board of Directors currently consists of four Executive and four
Non-Executive Directors. The Full Board meets regularly and at
least every alternate month throughout the year.

The Board is provided with appropriate information on a timely
basis to enable it to discharge its duties. It has a formal schedule
of matters reserved to it for decision making, including, inter alia,
developing the future direction of the Group’s business, agreeing

policies and procedures, approving material transactions, business
risk reviews, budgets and borrowings and monitoring the Group’s
progress. Decisions delegated to management are not specifically
listed but limited to £50,000 in value where financial commitments
are necessary in the daily course of business and £100,000 in value
for investment and capital projects. All subsidiary Boards of Directors
include at least one Main Board Executive Director who serves as
the link between operational decision making by both the Board
Directors and management.

The roles of Chairman and Chief Executive, occupied by D. M. Gelber
and R. A. FitzGerald FCA respectively, are separated and the Board
includes Non-Executive Directors, of whom D. M. Gelber, R. A. Elliott
FCA and M. J. Wright are regarded as independent and the
remaining Directors believe they provide an objective viewpoint.

The Board has three established Committees: the Audit
Committee, the Nomination Committee and the Remuneration
Committee, all comprised entirely of Non-Executive Directors.

Non-Executive Directors of the plc Company are also Directors
of the Boards of the main operating subsidiary companies which
conduct regulated investment business.

During the year, the Directors, in their capacity as members
of the Board/appropriate Committee, attended the following
number of meetings:

Number of meetings

D. M. Gelber (Non-Executive Chairman)
R. A. FitzGerald (Chief Executive)
S. K. W. Lam
H. M. Lim
M. J. Wright
R. A. Elliott
D. Hetherton
M. J. W. Rushton

Board

Remuneration
Committee

Audit
Committee

Nomination
Committee

7
7
6
—
7
7
7
7

2
n/a
n/a
2
2
n/a
n/a
n/a

3
n/a
n/a
n/a
3
3
n/a
n/a

1
n/a
n/a
1
1
1
n/a
n/a

The Non-Executive Directors also serve and attend Board meetings as Directors of the main regulated subsidiary companies, thereby
playing an active part in decision-making and control at an operating level.

Walker Crips Group plc
Annual Report and Accounts 2015

The Company’s procedures for “whistleblowing”, whereby colleagues
may confidentially raise concerns about possible improprieties
in matters of financial reporting or other issues, has been reviewed
by the Board and made available to approved persons and staff.

A satisfactory evaluation of the effectiveness of the Board,
its Directors and Committees has been conducted and reviewed.
This entailed an evaluation of the summarised results of a widely
used questionnaire being benchmarked against the published
results of a cross-section of quoted companies.

M. J. Wright, the Senior Independent Director, has served on the
Board for 18 years since the Company’s full listing on the London
Stock Exchange. The firm of solicitors, Charles Russell Speechlys,
of which he is a Partner, provided legal services to the Group during
the year totalling £274,000 (2014: £93,000). The Board values his
continuing contribution, particularly on legal matters, and has also
determined that he is independent and would like him to continue.
He will, therefore, be put forward for re-election to the Board at
each Annual General Meeting henceforth, in accordance with the
recommendations of the Higgs Report.

Nomination Committee
The Committee consists of D. M. Gelber, M. J. Wright, R. A. Elliott
and H. M. Lim. It considers and makes recommendations to the
Board for the appointment of Directors. When considering possible
candidates, the Committee evaluates their skill, knowledge, experience
and in the case of Non-Executives, their independence and other
commitments. The structure of the Board and its collective
experience and skill set are assessed on the appointment or
departure of any Director.

A Nomination Committee meeting was held during the year
to discuss succession planning for the Main Board and key
senior positions at operating subsidiary level.

Audit Committee
During the year, the Audit Committee consisted of M. J. Wright,
D. M. Gelber and R. A. Elliott FCA who is the Committee Chairman.
The Committee’s terms of reference include reviewing the scope
and findings of the external audit, reviewing the plan and findings
of the Internal Audit function, assessing the effectiveness of the
Company’s internal control procedures and the reporting of results.

The Company’s internal and external auditors and the Executive
Directors may attend Committee meetings by invitation. The
Committee has a discussion with the external auditor at least once
a year without Executive Directors being present, to ensure that
there are no unresolved issues of concern. The Audit Committee
met three times during the course of the year and was fully attended.
The auditor disclosed the level of fees received in respect of the
various services provided by their firm in addition to the audit
during the year. They confirmed to the Audit Committee that they
did not believe that the level of non-audit fees had affected their
independence. The Audit Committee’s policy is to use the most
appropriate advisers for non-audit work, taking account of the
need to maintain independence.

In August 2010, the Audit Committee approved the outsourcing
of the Internal Audit function to a leading firm of auditors,
Smith & Williamson, whose experience in the financial services
sector provides the Board with additional assurance that an
adequate control framework is in place.

Remuneration Committee
The Remuneration Committee consists of M. J. Wright, H. M. Lim
and its Chairman, D. M. Gelber. The Committee is responsible
for agreeing the remuneration of the Executive Directors and
other key personnel of the Company. The Full Board is responsible
for agreeing the remuneration of the Non-Executive Directors.
The Chief Executive attends certain parts of meetings of the
Remuneration Committee by invitation. Further details of the
Company’s policies on Directors’ remuneration, service contracts
and share options are given in the Remuneration Committee report.

A staff profit share scheme which enables all employees to share
directly in the future prosperity of the Group has been in operation
for several years. Profit before tax for the current year eligible for
this bonus calculation has fallen below the minimum threshold
and accordingly, an amount of £nil (2014: £nil) has been allocated
to the scheme for the year being reported. An employee Share
Incentive Plan incentivises employees to join with the Company
in making regular joint purchases of shares in the Company to
be held in trust for a minimum of three years. The Share Incentive
Plan replaces the employee share option schemes previously
in operation. Existing share options will remain exercisable
over their life, up to ten years from the date of grant.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsReport by the Directors on corporate governance matters continued

year ended 31 March 2015

Non-Executive Directors
Contrary to the recommendations of the Combined Code,
Non-Executive Directors’ contracts do not cover their appointment
for a specified period, because under the Articles of Association
all Directors are required to retire by rotation and one third of
the Board is required to seek re-election each year. Re-election
is subject to shareholders’ approval. The terms and conditions
of appointment of Non-Executive Directors, as well as the Audit,
Remuneration and Nomination Committees, are available for
inspection by any person at the Company’s registered office
during normal business hours and at the Annual General Meeting.

Executive Directors
Executive Directors have service contracts of varying lengths,
but maximum compensation for loss of office is limited
to twelve months’ salary in all instances.

Directors’ emoluments are disclosed in the Remuneration
Committee Report.

The Management Committee and Business Risk Panel
The Board has appointed a Management Committee to assist
in the day-to-day management of the Group. The Committee
is, inter alia, responsible for developing plans for implementing
the strategy of the Group, advising on the allocation of personnel
and capital resources. The Business Risk Panel ensures that all
new initiatives, projects and products are formally assessed and
evaluated for the degree of risk exposure and regulatory capital
impact to the Group so enabling risk strategies of elimination,
mitigation or avoidance to be formulated.

Internal control
The Board acknowledges its responsibility for the Group’s system
of internal control and has formalised the process for its review
of internal control (including financial, operational and compliance
controls as well as risk management) and defining the scope and
frequency of reports to be received, both by the Board and the
Audit Committee. There is an ongoing process for identifying,
evaluating and managing the significant risks faced by the Company
and Group. This process has been in operation throughout the year
ended 31 March 2015 and up to the date of approval of the annual
report and accounts and is regularly reviewed by the Board and the
Board is satisfied it accords with the Turnbull guidance. Due to the
size of the Company and Group there is a simple organisational
and reporting structure. Financial results and other information
are regularly reported to the Board throughout the year.
Operations are monitored closely.

The Directors have reviewed the effectiveness of the Company’s
system of internal control and consider that the controls and
procedures established are appropriate for the Company and
Group. However, any system of internal control can only provide
reasonable, not absolute, assurance against material misstatement
or loss.

The Group operates under a system of internal financial controls
which have been developed and refined to meet its current and
future needs. These include but are not limited to:

n the organisational structure and the delegation of authorities

to operational management;

n procedures for the review and authorisation of capital investments;

Relations with shareholders
The Board recognises the importance of communications with
shareholders. The Chairman and Chief Executive statement in this
report and accounts includes a detailed review of the business and
future developments.

The Board uses the Annual General Meeting to communicate with
private and institutional investors and welcomes their participation.
The Chairman aims to ensure that all of the Directors are available
at Annual General Meetings to answer questions. The proxy votes
cast on each resolution proposed at general meetings are disclosed
at those meetings.

n budgets and forecasts which are reviewed by the Board;

n the reporting and review of financial results and other

operating information;

n accounting and financial reporting policies to ensure

the consistency, integrity and accuracy of the Group’s
accounting records; and

n financial and operating controls and procedures which are

in place throughout the organisation and monitored through
various means including routine and special reviews by the
internal auditor.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic report

Corporate governance

Financial statements

Statement of Directors’ responsibilities

year ended 31 March 2015

The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and to enable them to
ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for safeguarding the assets
of the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of
the corporate and financial information included on the Company’s
website. Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.

Responsibility statement
We confirm that to the best of our knowledge:

n the Board confirms that the annual report and accounts, taken
as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
performance, strategy and business model of the Company; and

n the Strategic Report includes a fair review of the development

and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face.

By order of the Board

R. A. FitzGerald FCA
Director
6 July 2015

The Directors are responsible for preparing the annual
report and the financial statements in accordance with
applicable law and regulations.

Company law requires the Directors to prepare financial statements
for each financial year. Under that law the Directors are required
to prepare the Group financial statements in accordance with
International Financial Reporting Standards (IFRSs) as adopted
by the European Union and Article 4 of the IAS Regulation and
have elected to prepare the parent company financial statements
in accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable
law). Under company law the Directors must not approve the
accounts unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the profit
or loss of the Company for that period.

In preparing the parent company financial statements,
the Directors are required to:

n select suitable accounting policies and then apply them consistently;

n make judgements and accounting estimates that are reasonable

and prudent;

n state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and

n prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.

In preparing the Group financial statements, International
Accounting Standard 1 requires that Directors:

n properly select and apply accounting policies;

n present information, including accounting policies,

in a manner that provides relevant, reliable, comparable
and understandable information;

n provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand
the impact of particular transactions, other events and conditions
on the entity’s financial position and financial performance; and

n make an assessment of the Company’s ability to continue

as a going concern.

Walker Crips Group plc
Annual Report and Accounts 2015

Remuneration Committee report

year ended 31 March 2015

Remuneration report – introduction
This is the Remuneration Committee report for the year ended 31 March 2015. It sets out the remuneration policy and
remuneration details for both the Executive and Non-Executive Directors of the Company. It has been prepared in
accordance with Schedule 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations
2008 as amended in August 2013 (referred to below as Schedule 8).

The report is split into three main areas:

n the statement by the Chairman of the Remuneration Committee

set out below;

n the Annual Report; and

n the Policy Report.

The Annual Report of Remuneration provides details on remuneration
in the period. The Policy Report was approved by the shareholders
at the 2014 Annual General Meeting for a period of three years and
is therefore not being put to the shareholders at the 2015 AGM.

A resolution to approve the Annual Report on Remuneration will be
put to this year’s Annual General Meeting to be held on 31 July 2015.

The Companies Act 2006 requires the auditors to report to the
shareholders on certain parts of the Directors’ Remuneration
Report and to state whether, in their opinion, those parts of the
report to be audited have been properly prepared in accordance
with Schedule 8. The parts of the Annual Report on Remuneration
that are subject to audit are indicated in that report. The statement
by the chairman of the Remuneration Committee and the Policy
Report are not subject to audit.

Annual statement from the Chairman of the
Remuneration Committee
After the fundamental changes for Walker Crips that followed
the disposal of Walker Crips Asset Managers, this has been
another year of consolidation for the Group, with our focus upon
the implementation of the strategy to create a full service investment
and wealth management group. Our senior management team has
remained stable and basic salaries were increased marginally.
Directors’ bonuses have been paid to certain Directors based on
divisional profitability, as set out below.

Although various existing practices have been codified, no material
remuneration policy changes were made in the year to 31 March 2015.
Now that significant progress has been made in implementing
Group strategy to restore profitability and refocus the Group, the
Remuneration Committee has recently reviewed the Company’s
remuneration arrangements to ensure that it maintains appropriate
measures and processes for annual and long-term incentives.

As a result a new Directors’ Remuneration Policy has been developed
by the Remuneration Committee. The key change to the Directors’
Remuneration Policy approved at the 2014 AGM will be the introduction
of a Long Term Incentive Plan (“LTIP”) for certain members of the
Executive team.

Under the new LTIP the Remuneration Committee intend to provide
certain members of the Executive team with the opportunity to
earn shares subject to the achievement of stretching performance
targets. The Remuneration Committee believes that the LTIP will
ensure that participant’s interests are aligned with shareholders
and pay-out will only occur if the new long-term business strategy
is executed.

Before seeking approval for a new Directors’ Remuneration Policy
and the LTIP, the Remuneration Committee intend to discuss the
proposals with the Company’s largest shareholders. We remain
committed to hearing, and take an active interest in, the views of
our shareholders and we look forward to consulting with our key
shareholders over the coming months.

D. M. Gelber
Remuneration Committee Chairman
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Annual report on remuneration – subject to advisory vote by shareholders at the 2015 AGM
This part of the report has been prepared in accordance with Part 3 of Schedule 8 and Listing Rule 9.8.6. In accordance with the regulations,
the annual remuneration report will be put to an advisory shareholder vote at the 2015 AGM.

Remuneration for the year ended 31 March 2015 (audited information)
The table below sets out the remuneration received by the Directors in relation to performance in the year to 31 March 2015 together
with prior year comparisons. To aid transparency to our shareholders, a single figure for the total remuneration due, or which will become
due, to each Director is disclosed.

Fees/
basic salary
£

166,129
162,872

152,285
150,872

112,448
98,496

153,000
150,000

—
—

40,800
39,193

27,030
25,128

Taxable
benefits
£

Personal
pension
contributions
£

2,634
3,110

1,916
1,931

1,515
1,718

2,691
2,792

—
—

16,613
16,287

27,384
25,057

33,852
46,556

10,710
10,500

—
—

Bonus
£

—
3,000

12,365
4,800

75,189
40,769

—
—

Bonus taken
as pension
contribution
£

Total bonus
£

Long Term
Incentive
Plan
£

Share
incentive
plan
matching
share
contribution
£

—
—

—
2,070

—
—

—
3,000

12,365
6,870

75,189
40,769

—
—

13,500
—

—
—

1,800
1,500

—
—

1,800
1,500

Total
£

187,176
186,769

183,385
182,360

161,980
155,140

256,890
205,561

—
—

42,600
40,693

28,830
26,628

651,692
626,561

8,756
9,551

88,559
98,400

87,554
51,569

—
2,070

87,554
53,639

13,500
—

10,800
9,000

860,861
797,151

Name of Director

Executive
R. A. FitzGerald

S. K. W. Lam

D. Hetherton

M. J. W. Rushton

Non-Executive
H. M. Lim

M. J. Wright

D. M. Gelber

R. A. Elliott

Total

2015
2014

Executives can elect to sacrifice fixed or variable remuneration into a pension scheme of their choice.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsRemuneration Committee report continued

year ended 31 March 2015

Annual bonus for the year ended 31 March 2015
The Group operates a profit sharing pool from which the Executive Directors may receive a discretionary bonus linked to performance.
In addition, the Chief Investment Officer, Mark Rushton, and the Wealth Management Director, David Hetherton, each receive a performance
bonus linked to the profitability of the divisions under their responsibility. All bonuses are paid in cash with no deferred component.

Based on the Group’s results and divisional profitability the Committee has awarded the following annual bonuses payable in cash
to Executive Directors, as indicated in the table below:

Name

Rodney FitzGerald
Sean Lam
Mark Rushton
David Hetherton

Role

Chief Executive
Group Managing Director
Chief Investment Officer
Wealth Management Director

Outstanding share awards
There were no share options outstanding and not vested at 31 March 2015.

Deferred bonus
There are no deferred bonus arrangements in place.

Total
£

—
—
75,189
12,365

Share incentive plan (SIP)
All employees of the Group are eligible to participate in the SIP following six months of service. Employees may use funds from their gross
salary up to a maximum of 10% of their gross salary in regular monthly payments (being not less than £10 and not greater than £150)
to acquire Ordinary Shares in the Company (Partnership Shares). Partnership Shares are acquired monthly. For every Partnership Share
purchased, the employee receives one matching share. All shares to date awarded under this scheme have been purchased in the market
by the Trustees and it is the intention of the Board to continue this policy in the year to March 2016.

Share schemes under which no awards were made in 2015
Awards under the 2006 Share Option Scheme have been historically granted to Directors but the scheme has expired and no awards
are outstanding for future vesting. Awards have not been made under the Scheme since 2006.

Directors’ shareholding and share interests (audited information)
The interests of the Directors and their connected persons in the share capital of the Company are shown in the table below.

Director

R. A. FitzGerald
S. K. W. Lam
M. J. W. Rushton
R. A. Elliott
D. Hetherton
D. M. Gelber
M. J. Wright

Walker Crips Group plc
Annual Report and Accounts 2015

Beneficially
owned at
31 March
2014

Beneficially
owned at
31 March
2015

240,610
168,309
68,182
398,185
675,512
88,084
4,500

275,235
422,996
99,734
455,704
713,544
122,502
16,129

Share Incentive Plan
The Company also operates the Walker Crips Group Plc Share Incentive Plan (“the SIP”). Participants in the SIP are entitled to purchase
up to a prescribed number of new Ordinary Shares in the Company at the end of each month. A total of 642,975 (2014: 507,861)
new Ordinary Shares were issued to the 106 employees who participated in the SIP during the year. At 31 March 2015, 2,329,807
shares were held in the SIP on their behalf. There were no forfeited shares not allocated to any specific employee.

Matching shares awarded to Directors under the Share Incentive Plan are as follows:

Director

R. A. FitzGerald
S. K. W. Lam
M. J. W. Rushton
D. Hetherton
D. M. Gelber
M. J. Wright
R. A. Elliott

31 March
2014

31 March
2015

27,871
26,535
8,866
24,842
26,237
—
24,638

31,389
29,947
12,277
21,515
30,206
—
28,606

Material contracts with Directors
Other related parties include Charles Russell Speechlys, in which M. J. Wright, Non-Executive Director, is a partner. Charles Russell Speechlys
provides certain legal services to the Group on normal commercial terms and the amount paid and expensed during the year was £274,000.

In addition, commission of £2,600 (2014: £2,000) was earned by the Group from Phillip Securities (HK) Limited (a Phillip Brokerage Pte
Limited company, where H. M. Lim is a shareholder) having dealt on standard commercial terms. Additionally, some custody services are
provided by Phillip Securities Pte Ltd (in Singapore where H. M. Lim is a Director) again all on standard commercial terms.

Total pension entitlements
There are no defined benefit company pension schemes in operation. The Company contributes a percentage of the Executive Directors’
basic salaries into personal pension arrangements of their choice. In addition, salary sacrifice may be exercised in favour of additional
pension contributions.

Death-in-service benefits
Executive Directors are eligible for death-in-service benefit cover which is equal to four times the Director’s fixed remuneration.

Payments within the year to past Directors
There have been no disclosable payments made to Directors after they have left office during the year.

Loss of office payments
There were no loss-of-office payments made in the years ended 31 March 2015 and 31 March 2014.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsRemuneration Committee report continued

year ended 31 March 2015

Percentage increase in the remuneration of the Chief Executive

Chief Executive
– salary
– bonus

Average per employee (£)
– salary
– bonus

2014
£

2015
£

Change

162,872
3,000

166,129

2.00%
— (100.0%)

36,429
4,818

34,285
5,723

(5.90)%
18.80%

The table above shows the movement in salary and annual bonus for the Chief Executive between the current and previous financial year
compared to that of the average employee. The Committee has chosen this comparator and it feels that the comparison of basic salary
provides a more appropriate reflection of the earnings of the average worker than the movement in the Group’s total wage bill, which is
distorted by movements in the number of employees. More junior staff receive a base salary and, in some cases, pension contributions.
As such a comparison of the movement in benefits for the Chief Executive and the average employee was not considered to be
meaningful and has not been included.

Performance graph
The graph below shows a comparison between the Company’s total shareholder return (TSR) performance compared with the companies
in the FTSE Small Cap Index. The graph compares the value, at 31 March 2015, of £100 invested in Walker Crips Group plc on 31 March 2010
with the value of £100 invested over the same period in the FTSE Small Cap Index. This Index has been chosen to give a comparison with
the average returns that shareholders could have received by investing in a range of other small UK public companies.

After the sale of our asset management and corporate finance subsidiaries, the Group has gradually expanded and has reshaped the
business model into a more profitable one. The lack of liquidity in the Company’s shares has previously had a disproportionate impact
on the share price but this has been addressed during the year and recent large volumes of trading reflect this.

Total shareholder return compared to FTSE Small Cap Index

d
e
t
s
e
v
n

0
0
1
£
f
o
e
u
a
v
e
v
i
t
a
u
m
u
C

160

140

120

100

2010

2011

2012

2013

2014

2015

Walker Crips Group plc share price

FTSE Small Cap Index

Walker Crips Group plc
Annual Report and Accounts 2015

The table below shows the total remuneration figure for the Chief Executive during each of those financial years. The total remuneration
figure includes the annual bonus which was awarded based on performance in those years. No long-term incentive awards were made
to the highest paid Executive Director during the period.

Year ended 31 March

2011

2012

2013

2014

2015

Total remuneration

£199,592

£174,512

£267,934

£186,769

£187,176

Relative importance of the spend on pay
The table below shows the movement in spend on staff costs versus that in dividends.

Staff costs
Dividends paid*

* Excludes special dividends.

2014
£’000

8,539
522

2015
£’000

8,841
958

Increase

3.54%
8.35%

Remuneration Committee governance
The Remuneration Committee is governed by formal terms of reference agreed by the Board. The terms of reference were reviewed during
the year to ensure they continued to accurately reflect the remit of the Committee. The terms of reference of the Remuneration Committee
can be viewed on the Company’s website. All of the Committee members are independent Non-Executive Directors.

The members of the Committee during the last financial year and their attendance at the meetings of the Committee are shown in the
Report by the Directors on corporate governance matters.

None of the Remuneration Committee members has any personal financial interests (other than as shareholders), conflicts of interest
arising from cross Directorships or day-to-day involvement in running the business. The Remuneration Committee determines the individual
remuneration packages of each Executive Director. The Chief Executive attends meetings by invitation and assists the Committee in
its deliberations, except when issues relating to his own remuneration are discussed. No Directors are involved in deciding their own
remuneration. The Committee can call for external reports and assistance. Independent legal advice may be sought by the Committee
as required.

The Committee reviews the remuneration policy for senior employees below the Board as well as the policy on pay and conditions
of employees throughout the Group. These are considered when determining Executive Directors’ remuneration.

During the period the Committee met twice and a number of issues were considered and discussed, including but not limited to:

n remuneration policy for Executive Directors, including structure and performance criteria for the annual divisional and bonus pool

arrangements and the introduction of new LTIP for the Chief Executive and the Group Managing Director;

n determination of remuneration;

n approval of compensation arrangements;

n determination of annual incentive payable to Executive Directors in respect of the year to 31 March 2015;

n oversight of remuneration arrangements for senior Executives;

n review of the Company’s Pillar 3 remuneration disclosures; and

n review of the Committee’s terms of reference.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsRemuneration Committee report continued

year ended 31 March 2015

External directorships
None of the Executive Directors held external directorships in respect of their services during the current and prior year.

How the remuneration policy will be applied for the year from 1 April 2015 onwards
The base salary review in 2015 resulted in a decision to award an increase of 1.5% to all the salaries of the Executives.

R. A. FitzGerald
S. K. W. Lam*
M. J. W. Rushton
D. Hetherton*

* Excludes salary taken as pension.

Salary as at
31 March
2014

Salary as at
31 March
2015

£162,872
£150,872
£150,000
£98,496

£166,129
£152,285
£153,000
£112,448

Fees for the Chairman and Non-Executive Directors
The Company’s approach to setting Non-Executive Directors’ fees is detailed in the Policy Report. These fees are reviewed periodically
by the Board. A summary of current fees for Non-Executive Directors is as follows:

Chairman
Senior Independent Director
Audit Committee Chairman

Year ended
31 March
2015

£40,800
£26,520
£27,030

D. M. Gelber was appointed as Non-Executive Chairman of the Company by a letter agreement dated 11 May 2007 for a term commencing
on 11 May 2007 of not less than two years and thereafter terminable by either party on at least six months’ notice in writing or otherwise
in accordance with the Company’s Articles of Association. His remuneration is now a fee of £40,800 per annum plus reimbursement
of other specific expenses incurred on behalf of the Company.

M. J. Wright, Senior Independent Director, has a letter of appointment dated 9 July 2000 and accepted on 10 July 2000 for a term of not
less than two years commencing on 9 July 2000 and terminable by either party on not less than three months’ notice in writing or otherwise
in accordance with the Company’s Articles of Association. His fees are now £26,520 plus VAT per annum plus expenses. His fees are payable
to Charles Russell Speechlys quarterly in arrears.

H. M. Lim has no formal service agreement with and receives no remuneration from the Company.

R. A. Elliott, Chairman of the Audit Committee, was appointed as a Non-Executive Director on 11 April 2005 by a letter agreement with a
right for him to resign immediately in accordance with the Company’s Articles of Association. The agreement also provides for Mr Elliott’s
re-election each year at the Company’s Annual General Meeting. His remuneration is now £27,030 per annum plus reimbursement
of other specific expenses incurred on behalf of the Company.

Walker Crips Group plc
Annual Report and Accounts 2015

LTIP for the Chief Investment Officer
The Company has presented details of the LTIP arrangements for the Chief Investment Officer. These were set out in the financial
statements for the year to 31 March 2012. They are summarised briefly in the Policy Report below.

Statement of shareholder voting
At last year’s AGM, the Directors’ Remuneration Report received the following votes from shareholders:

2014 AGM

Votes in favour
Votes cast against
Abstentions

13,732,333
1,757,100
2,500

37.1%
4.7%
—

Policy Report – approved by shareholders at the 2014 AGM

Overview/scope
The Remuneration Committee determines the Group’s policy on remuneration of the Executive Directors and provides an independent
view on the remuneration decisions and recommendations for Executive management within the Group. The Committee’s terms of
reference are available on the Group’s website.

The Committee takes into account the following objectives in determining the Directors’ remuneration policy:

n fundamentally, to support the delivery of Walker Crips Group business objectives and corporate values, by attracting, retaining

and motivating talented Directors and senior Executives of the calibre to manage the business successfully;

n accordingly, to reward and motivate good performance consistent with those objectives; and

n to meet the requirements of the FCA Remuneration Code.

The Committee accordingly is guided by the following key principles. Directors’ remuneration should:

n avoid creating incentives for excessive risk taking, i.e. that exceed tolerated risk levels of Walker Crips Group or its risk appetite; and

n align all incentive plans with achievement of the adopted business strategy.

The Remuneration Committee will ensure that all types of remuneration arrangement operated by Walker Crips Group for Walker Crips
Group Directors and Executive management are regularly reviewed and consistent with the general remuneration culture prevalent
throughout the Group.

How the views of shareholders are taken into account
The Committee will regularly compare the Group’s Directors’ remuneration policy with shareholder guidelines and takes account of the
results of shareholder votes on remuneration. If any material changes to the remuneration policy are contemplated, the Chairman will
consult with major shareholders about these in advance.

Consideration of employment conditions elsewhere in the Group
The Group applies a consistent remuneration philosophy for employees at all levels.

The Committee takes account of the aggregate rate of base salary increase for all employees when determining increases in fixed pay
for Directors.

All employees are eligible for performance-related annual bonus.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsRemuneration Committee report continued

year ended 31 March 2015

Future policy table
The following table summarises the key aspects of the Group’s remuneration policy for Executive Directors:

Element

Purpose and link to short and
long-term strategy

Operation, performance measures and periods, deferral and clawback

Maximum opportunity

Total fixed pay

Provides a level of
fixed remuneration
sufficient and
appropriate to
recruit and retain
necessary talent and
(with the balance of
the remuneration
package) properly to
reward the Executive.

Rather than having separate base salary, pension and benefits
components. Executive Directors receive a total fixed pay sum,
which they can receive all in cash, or may choose to “sacrifice”
part of the cash and instead receive part as a pension contribution
and/or fringe benefits such as a car benefit, private medical
insurance, or long-term illness/disability insurance. Executive
Directors can also benefit from life insurance at a level of four
times annual salary. Individual levels of total fixed pay are
reviewed annually, with any increases normally taking from
April, unless there are exceptional reasons for an increase at
another time of the year. Any increases are generally targeted
at around the general level of salary inflation of the Group, but
may vary from this for exceptional reasons such as a change
in the individual’s role or responsibilities, or a need to bring
an individual’s remuneration to a market competitive level.

Total fixed pay is
benchmarked against
relevant market levels
of aggregate fixed pay
and is targeted to be at
or below the median of
comparable competitors.

Annual
variable pay
(Discretionary)

Rewards annual
Group and personal
performance.

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

Group performance is assessed primarily by reference to audited
profit before tax after adjusting for one off items for which credit
cannot be allocated to a Director.

No maximum has been
set but the Committee
will exercise its discretion
responsibly having
regard to the interests
of shareholders.

Long Term
Incentive Plan
(LTIP)

Agreed as part of
the recruitment of
the CIO. Rewards
achievement of
the long-term
performance
objectives.

Under the terms agreed with him as part of his recruitment, the
Group’s Chief Investment Officer Mark Rushton (MR) was given
the right to participate in a Long Term Incentive Plan (LTIP). The
terms of the LTIP, under which MR holds shares representing 5%
of the growth in the value of certain core businesses of Walker Crips
Stockbrokers Limited, were disclosed in the annual accounts for the
years to 31 March 2012 and thereafter.

Differences in remuneration for Executive Directors compared to other employees
The approach to remuneration for the Executive Directors is generally consistent with that for employees across the Company as a whole.
However, there are some differences which the Committee believes are necessary to reflect the different responsibilities of employees
across the Company, and the need to recruit, retain and motivate employees in a variety of roles.

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

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

Walker Crips Group plc
Annual Report and Accounts 2015

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

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

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

A summary of contractual commitments in Directors’ service contracts is as follows:

Provision

Notice period

Detailed terms

Six months or twelve months in the case of R. A. FitzGerald.

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

Contractual entitlement based upon total fixed pay due in respect of the
unexpired period of contractual notice.

In certain cases of “good leavers”, the Committee may also consider a discretionary
award of annual variable pay, subject to performance, in respect of the portion
of any financial year that the individual has been working with the Company,
although not for the same period of any payment in lieu of notice or “garden leave”.

Change of control

Same terms as above on termination.

Any outstanding share-based entitlements granted to the Executive or other Directors under the Company’s LTIPs or to other Directors
under other share plans will be determined based on the relevant plan rules.

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

Fees policy for the Chairman and other Non-Executive Directors
The following table provides a summary of the key elements of the remuneration for the Board Chairman and other Non-Executive Directors:

Element

Purpose and link to strategy

Operation

Chairman fee

To pay the market competitive
all-inclusive fee that takes account
of the role and responsibilities.

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

Non-Executive Director fees

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

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

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

Non-Executive Directors are engaged under letters of appointment as described above; they do not have contracts of service and are
not entitled to compensation on early termination of their appointment other than by reference to their notice period. M. J. Wright’s
fees for his services as a Director are paid to Charles Russell Speechlys where he is a Partner.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsRemuneration Committee report continued

year ended 31 March 2015

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

Review
Responsibility for the regular review and updating of the Group’s remuneration policy lies with the Chief Executive, subject to sign-off
of any changes by the Remuneration Committee. This will be done at least annually or more frequently where material changes occur.
Walker Crips Group will take into account best practice standards and UK and, where relevant, non-UK regulation and legislation covering:

n applicable employment and equality law;

n FCA Code of Practice;

n tax legislation;

n pensions legislation; and

n all other regulation that arises.

This document summarises the governance and structure of remuneration arrangements at Walker Crips Group plc, is intended to provide
staff and external regulators with information on these arrangements and does not constitute a contractual document. Existing employment
contracts will, as far as legally possible, be amended to align to this remuneration policy and contracts with new hires will be developed to
align to the provisions. Separate operating documents held for select elements of policy are owned and maintained by Walker Crips Group
HR and queries on the remuneration policies contained within this document should be directed to this function.

The terms of reference for the Remuneration Committee are available on the Company’s website or on request.

Approval
This Directors’ Remuneration Report, including both the policy and annual remuneration report, has been approved by the Board of Directors.

Signed on behalf of the Remuneration Committee

D. M. Gelber
Remuneration Committee Chairman
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Audit Committee report

year ended 31 March 2015

Audit Committee Chairman’s statement
There were three formal meetings of the Audit Committee during 2014/15 and a revision of its terms of reference was formally approved
by the Board in May 2014, endorsed at the subsequent Audit Committee meeting, and promulgated on the Group’s Advanced Walker’s
Online System (AWOL) in June 2014. The Committee continued its focus on the Group’s information technology and the Internal Audit
Charter has been adopted.

Committee members
The current members of the Audit Committee are the independent Non-Executive Directors, Robert Elliott (Chairman), David Gelber
and Martin Wright. The composition of the Committee is reviewed by the Board through its Nomination Committee.

Robert Elliott has acted as Chairman of the Audit Committee since 2006. David Gelber and Martin Wright were members of the
Committee throughout the period.

The Board is satisfied that at least one member of the Committee, Robert Elliott, being a Chartered Accountant, has recent and relevant
financial experience and the other members of the Committee are financially literate.

Meetings
The Audit Committee maintains a formal schedule of items that are to be considered at each Committee meeting and within the annual
audit cycle, to ensure that its work is in line with the requirements of the Code and all areas of its remit are addressed. The items to be
reviewed are agreed by the Audit Committee Chairman on behalf of his fellow members. Each member has the right to require reports
on additional matters of interest.

The Chief Executive and Finance Director normally attend Audit Committee meetings. At the Committee’s request, other senior management
are invited to present reports as relevant to enable the Committee to discharge its duties and the internal and external auditors are invited
to and do attend all meetings.

The number of meetings and attendance for the year are on page 18 of the Report by the Directors on corporate governance matters.

Overview of the work undertaken by the Committee during the year
At each of the meetings reports from both the internal auditors and from the external auditor were received and considered.

The annual and interim financial statements were reviewed at the meetings held immediately before their publication.

An Audit Committee Effectiveness Appraisal was carried out in 2015, resulting in a number of proposals to extend the work of the Audit
Committee and to further amend its terms of reference being put forward to be considered by the meeting scheduled for June 2015.

The work of the Committee during the year to 31 March 2015 fell into three main areas:

1. Accounting and financial reporting
The Committee reviewed:

a. the annual and interim financial statements;

b. considered the significant financial reporting policy disclosures and judgements; and

c. considered the continued appropriateness of the preparation of the Annual Financial Statements on a going concern basis.

2. Internal Controls
The Committee reviewed and agreed:

a. the scope of the internal audit work;

b. the regular reports from the internal auditor together with its recommendations and management’s responses to its proposals;

c. the resources and effectiveness of the Internal Audit function; and

d. considered the effectiveness of the Audit Committee itself.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsAudit Committee report continued

year ended 31 March 2015

Overview of the work undertaken by the Committee during the year continued

3. External audit
The Committee reviewed and approved:

a. the audit approach and scope of the work to be carried out;

b. the auditor’s reports on its audit findings; and

c. the auditor’s independence and the extent of any non-audit work carried out.

Financial reporting and significant financial judgements
The Committee has decided that the following areas form the principal risks to misstatement of the annual financial statements.

Goodwill impairment
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable
assets and liabilities of a subsidiary or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost
and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed
in future periods.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units (CGUs) to which goodwill has been allocated are tested for impairment annually,
or more frequently when there is an indication that the unit may be impaired. On disposal of a subsidiary or jointly controlled entity,
the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations
are those regarding the discount rates of 12%, growth rates of 2.5% over a five year period and expected changes to revenues and costs
during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value
of money and the risks specific to the CGUs.

In addition, valuations of comparable businesses listed on public markets are also a useful guide in forming a judgement on the carrying
value of investments and related goodwill. Underlying tangible net worth is also considered when assessing the carrying value of investments.
Under both methods of evaluation there is material headroom below the level needed to make an impairment charge. The carrying amount
of goodwill at the year end which relates to the London York wealth management business acquired in 2005, was £2.9 million (2014: £2.9 million).

Intangible assets – client relationships amortisation
Acquired client relationships and businesses generating revenue from clients and investment managers are capitalised based on the
contractual consideration paid or committed in order to attract the business or on the expected future cash flows to be generated over
the lives of the assets, discounted at an appropriate discount rate. These costs are amortised on a straight-line basis over their expected
useful lives of three to twenty years.

During the year the Group acquired several investment managers and the business of their clients previously managed by competitors.
By assessing the historic rates of client retention, the ages and succession plans of the investment managers who manage the clients
and the contractual incentives of the investment managers, the Directors consider a life of up to 20 years to be both appropriate and
in line with peers. The closure of client accounts during the year remained low and no advisers were lost to competitors as has also been
the case for the last decade. The main cause of client loss continues to be death which is recognised as 3% per year. The Committee
has taken note of these factors and concurs that, with life expectancy now acknowledged to be an average of 81 years, a useful life
of 20 years is considered to be conservative.

Walker Crips Group plc
Annual Report and Accounts 2015

Significant financial judgements
The Committee also reviewed the following significant financial judgements made by management for the year ended 31 March 2015,
including consideration of the external auditor’s view and challenges made by the auditor during their audit, and concluded that the
judgements were reasonable and appropriate:

n acquisition of a subsidiary, Barker Poland Asset Management LLP;

n estimates of provisions in relation to outstanding legal cases, customer complaints or claims; and

n the recoverability of and the provisioning for the closure costs of the Short Term Lending Fund.

After consideration the Committee concluded that the annual report, taken as a whole, is fair balanced and understandable and that
it provides the necessary information for shareholders to assess the Group’s performance, business model and strategy.

Internal audit
In recent years the provision of internal audit activities has been outsourced to Smith & Williamson LLP. This has brought an improved
focus to the reviews carried out by Internal Audit. Smith & Williamson have substantial experience both in financial services and in internal
audit procedures. Their knowledge of our industry best practice is of great assistance to the Group.

The Internal Audit function reports directly to the Audit Committee and its audit plan for each year is approved by the Committee
after being appraised by management.

The Internal Audit reports and its proposals are presented to the Committee. Management’s comments are tabulated and suggested
action is debated and any issues arising are followed through.

External auditor
The Committee reviews specific reports and best practice suggestions presented to the Committee by Deloitte at each meeting.
The Committee discusses and acts upon the external auditor’s comments relating to the Group’s risk profile and on the preparation
of the financial statements. The Committee reports any issues directly to the Main Group Board after each meeting.

A review of the external auditor’s independence is carried out each year and any decision on placement of non-audit work with Deloitte
is carefully monitored. Taxation and due diligence work is outsourced to other professional firms.

The Committee agrees the external auditor’s fees shown in Note 11 to the consolidated financial statements and reviews its engagement
letter. The Chairman and other members of the Committee also hold a meeting with the external auditor, without management being
present, at least once a year.

The Audit Committee has resolved to put the External Audit appointment out for tender when the five year period of the present
Audit Partner is completed in one more year.

Approval
This report in its entirety has been approved by the Committee and the Board of Directors and signed on its behalf by:

R. A. Elliott
Audit Committee Chairman
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsIndependent auditor’s report

to the members of Walker Crips Group plc

Opinion on financial statements of Walker Crips Group plc
In our opinion:
n 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 March 2015

and of the Group’s profit for the year then ended;

n the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as

adopted by the European Union;

n the parent company financial statements have been properly prepared in accordance United Kingdom Generally Accepted Accounting

Practice; and

n the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards, the

Group financial statements, Article 4 of the IAS Regulation.

The financial statements comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the
Consolidated Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes
in Equity, the Parent Company Balance Sheet and the related Notes 1 to 47. The financial reporting framework that has been applied in
the preparation of the Group financial statements is applicable law and IFRSs as adopted by the European Union. The financial reporting
framework that has been applied in the preparation of the parent company financial statements is applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice).

Separate opinion in relation to IFRSs as issued by the IASB
As explained in Note 1 to the financial statements, in addition to complying with its legal obligation to apply IFRSs as adopted
by the European Union, the Group has also applied IFRSs as issued by the International Accounting Standards Board (IASB).

In our opinion the Group financial statements comply with IFRSs as issued by the IASB.

Going concern
As required by the Listing Rules we have reviewed the Directors’ statement on page 7 that the Group is a going concern. We confirm that:

n we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements

is appropriate; and

n we have not identified any material uncertainties that may cast significant doubt on the Group’s ability to continue as a going concern.

However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability
to continue as a going concern.

Walker Crips Group plc
Annual Report and Accounts 2015

Our assessment of risks of material misstatement
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation
of resources in the audit and directing the efforts of the engagement team:

Risk

How the scope of our audit responded to the risk

In considering management’s assumptions regarding their goodwill
impairment assessment, we assessed whether the projections were consistent
with actual historic results achieved and that the business growth rate was
consistent with external data. We benchmarked management’s assumptions
concerning the Group’s cost of capital against published peer Group data.

We agreed management’s accounting analysis to the signed Sale and
Purchase Agreement (“SPA”). In assessing the recognition of the client
portfolio intangible asset, we obtained evidence of BPAM’s assets under
management and benchmarked the quantification of the intangible
to published external data for similar transactions.

In respect of acquisitions in the year, we examined contractual agreements
to assess whether payments represented an intangible.

In considering the adequacy of the impairment assessment performed by the
Group, we obtained and tested the useful economic life of the client lists and
their amortisation by validating historic information concerning the retention
of clients. We also benchmarked useful lives against published peer data.

Carrying value and impairment of goodwill
Goodwill of £4,388,000 (2014: £2,901,000) relates
to the Group’s Wealth Management division and the
acquisition of Barker Poland Asset Management LLP.
The assessment of the carrying value of this goodwill
is a judgemental exercise which requires estimates
concerning the future cash flows, growth rate and
discount rate based on management’s assessment of
the prospects of this division. These risks are explained
further in Note 3 Key Sources of Estimation Uncertainty
and in the disclosures in Note 16.

Accounting for Acquisitions
On 6 March 2015, the Group acquired a wealth
management business, Barker Poland Asset Management
LLP (BPAM) for consideration of £4,270,000. This
transaction is described in Note 33. Judgements are
required concerning the identification and measurement
of the client portfolio intangible asset of £3,150,000
which is based on the fair value of BPAM’s assets
under management.

Recognition and impairment of client
portfolios intangible
Acquired client lists of £6,631,000 (2014: £1,168,000)
are capitalised on the basis of the expected net
discounted future cash flows over the life of the client
list. This requires an assessment of whether acquisition
consideration represents payment for a client list to
be capitalised or payment for ongoing services to be
expensed, the revenue generating potential of these
clients and their retention. Client lists are amortised over
their expected future lives which requires the exercise
of judgement in determining an appropriate period.
These risks are explained further in Note 3 Key Sources of
Estimation Uncertainty and in the disclosures in Note 17.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsIndependent auditor’s report continued

to the members of Walker Crips Group plc

Our assessment of risks of material misstatement continued

Risk

How the scope of our audit responded to the risk

Our work in respect of this provision included agreeing management’s
analysis of claims to relevant correspondence and the complaints register.
We obtained confirmations from the Group’s legal advisers concerning the
adequacy of the provisions and examined the contractual arrangements
for insurance cover.

In order to assess the recoverability of this investment we obtained
management’s assessment of the liquidation of the Fund and the
likelihood of the return of the Group’s investment. We benchmarked
independent valuations for the collateral underlying the investments
and where the investments had been liquidated since the year end
we confirmed cash proceeds.

Adequacy of provisions for client claims
The Group makes provision for client claims based on
management’s assessment of the likelihood of success
of individual cases and taking into account factors such
as the Group’s insurance cover and the progress of any
claims referred to the Financial Ombudsman Service. These
provisions amounted to £224,000 (2014: £257,000)
and are disclosed in Note 26.

Funding of the Short Term Lending Fund
Shortly before the previous year end, the Group invested
£1.3m in the TB Walker Crips Income from Short Term
Lending Fund (the Fund) which at that time had just
been launched. This represented 40% of the fund assets
which is comprised of property loans and a small amount
of cash.

The investment is material and due to the illiquidity of
the fund it is complex to value and may be either slow
or difficult to recover. Subsequent to the year end the
Fund was closed and is in the process of liquidation.
The investment and related risks are explained further
in Note 3 Key Sources of Estimation Uncertainty and
in the disclosures in Note 20.

Last year the valuation of the investment in Euroclear plc was identified as a key risk. Due to greater availability of investor information
concerning this Available-For-Sale Investment, we no longer consider this to be a significant risk.

The description of risks above should be read in conjunction with the significant issues considered by the Audit Committee discussed
on pages 34 to 35.

Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not
to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any
of the risks described above, and we do not express an opinion on these individual matters.

Walker Crips Group plc
Annual Report and Accounts 2015

Our application
of materiality

We define materiality as the magnitude of misstatement in the financial statements that makes it probable
that the economic decisions of a reasonably knowledgeable person would be changed or influenced.
We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group to be £22,000 (2014: £126,000), which is below 5% (2014: 5%)
of pre-tax profit, and below 1% (2014: 1%) of equity.

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of
£450 (2014: £6,300), as well as differences below that threshold that, in our view, warranted reporting on qualitative
grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall
presentation of the financial statements.

An overview of the
scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide
controls, and assessing the risks of material misstatement at the Group level. We focused our Group audit scope
primarily on the audit work at the Group’s three main locations London, Romford and York, which were subject to a
full scope audit. These locations represent the principal business units and account for all of the Group’s net assets,
revenues and profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to
address the risks of material misstatement identified above. Our audit work at the three locations was executed at
levels of materiality which are lower than Group materiality. On 6 March 2015, the Group acquired BPAM. We met
with BPAM’s auditors and reviewed their work. At the Group level we carried out specific procedures in relation to the
intangibles that arose on this acquisition.

Opinion on other
matters prescribed
by the Companies
Act 2006

In our opinion:

n the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance

with the Companies Act 2006; and

n the information given in the Strategic Report and the Directors’ Report for the financial year for which

the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

Adequacy of
explanations received
and accounting
records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

n we have not received all the information and explanations we require for our audit; or

n 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

n the parent company financial statements are not in agreement with the accounting records and returns.

We have nothing to report in respect of these matters.

Directors’
remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors’
remuneration have not been made or the part of the Directors’ Remuneration Report to be audited is not in
agreement with the accounting records and returns. We have nothing to report arising from these matters.

Corporate Governance
Statement

Under the Listing Rules we are also required to review the part of the Corporate Governance Statement relating
to the Company’s compliance with ten provisions of the UK Corporate Governance Code. We have nothing
to report arising from our review.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsIndependent auditor’s report continued

to the members of Walker Crips Group plc

Matters on which we are required to report by exception continued

Our duty to read other
information in the
Annual Report

Under International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion,
information in the annual report is:

n materially inconsistent with the information in the audited financial statements; or

n apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group

Respective
responsibilities of
Directors and auditor

Scope of the audit
of the financial
statements

acquired in the course of performing our audit; or

n otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge
acquired during the audit and the Directors’ statement that they consider the annual report is fair, balanced and
understandable and whether the annual report appropriately discloses those matters that we communicated to the
audit committee which we consider should have been disclosed. We confirm that we have not identified any such
inconsistencies or misleading statements.

As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit
and express an opinion on the financial statements in accordance with applicable law and International Standards
on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical
Standards for Auditors. We also comply with International Standard on Quality Control 1 (UK and Ireland).
Our audit methodology and tools aim to ensure that our quality control procedures are effective, understood
and applied. Our quality controls and systems include our dedicated professional standards review team and
independent partner reviews.

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for the opinions we have formed.

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient
to give reasonable assurance that the financial statements are free from material misstatement, whether caused
by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s
and the parent company’s circumstances and have been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the
financial statements. In addition, we read all the financial and non-financial information in the annual report to
identify material inconsistencies with the audited financial statements and to identify any information that is
apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the
course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies
we consider the implications for our report.

Oliver Grundy FCA
(Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, UK
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Consolidated income statement

year ended 31 March 2015

Continuing operations
Revenue
Commission payable

Gross profit
Share of after tax profits of joint ventures

Administrative expenses – other
Administrative expenses – exceptional item

Total administrative expenses

Operating profit

Analysed as:
Profit before tax and exceptional item
Administrative expenses – exceptional item

Operating profit
Gains on disposal of investments
Loss on disposal of subsidiary undertaking
Investment revenues
Finance costs

Profit before tax
Taxation

Profit for the year attributable to equity holders of the Company

Earnings per share
Basic
Diluted

Notes

2015
£’000

2014
£’000

4
6

8, 20
9
10
10

15
15

22,994
(7,653)

15,341
13

(14,810)
(329)

20,688
(6,584)

14,104
17

(13,651)
—

(15,139)

(13,651)

215

544
(329)

215
—
—
225
(1)

439
(182)

257

0.69
0.68

470

470
—

470
1,836
(13)
240
(4)

2,529
(495)

2,034

5.50
5.39

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements
Consolidated statement of comprehensive income

year ended 31 March 2015

(Loss)/profit on revaluation of available-for-sale investments taken to equity
Deferred tax on profit on available-for-sale investments
Long Term Incentive Plan (LTIP) credit to equity

Net (loss)/profit recognised directly in equity
Profit for the year

Total comprehensive income for the year attributable to equity holders of the Company

Notes

2015
£’000

(88)
28
—

(60)
257

197

2014
£’000

243
(35)
13

221
2,034

2,255

Walker Crips Group plc
Annual Report and Accounts 2015

Consolidated statement of financial position

31 March 2015

Non-current assets
Goodwill
Other intangible assets
Property, plant and equipment
Interest in joint ventures
Available-for-sale investments

Current assets
Trade and other receivables
Trading investments
Cash and cash equivalents

Total assets

Current liabilities
Trade and other payables
Current tax liabilities
Deferred tax liabilities
Bank overdrafts
Shares to be issued

Net current assets
Long term liability – deferred cash consideration
Long term liability – shares to be issued

Net assets

Equity
Share capital
Share premium account
Own shares
Retained earnings
Revaluation reserve
Other reserves

Equity attributable to equity holders of the Company

Notes

16
17
18
19
20

21
20
22

23
24

Group
2015
£’000

4,388
6,631
1,110
28
2,417

14,574

28,332
2,701
6,635

37,668

52,242

Group
2014
£’000

2,901
1,168
872
38
2,404

7,383

46,648
1,670
8,173

56,491

63,874

(27,537)
(239)
(741)
(134)
(298)

(41,801)
(330)
(202)
(70)
—

(28,949)

(42,403)

8,719
(1,930)
(453)

20,910

2,545
1,988
(312)
11,254
767
4,668

20,910

14,088
—
—

21,471

2,515
1,818
(312)
11,955
827
4,668

21,471

The financial statements of Walker Crips Group plc (Company registration no: 01432059) were approved by the Board of Directors and
authorised for issue on 6 July 2015.

Signed on behalf of the Board of Directors

R. A. FitzGerald FCA
Director
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsConsolidated statement of cash flows

year ended 31 March 2015

Note

2015
£’000

2014
£’000

3,806
78
(1)
(337)

3,546

(565)
(1,031)
—
(765)
—
(1,875)
46

(4,190)

—
(958)

(958)

(1,602)
8,103

6,501

6,635
(134)

6,501

(3,074)
229
(4)
—

(2,849)

(542)
(1,036)
5,466
(602)
292
—
42

3,620

6
(522)

(516)

255
7,848

8,103

8,173
(70)

8,103

Operating activities
Cash generated/(used) by operations
Interest received
Interest paid
Tax paid

Net cash generated/(used) by operating activities

Investing activities
Purchase of property, plant and equipment
Net purchase of investments held for trading
Net sale proceeds/cost of available-for-sale investments
Consideration paid on acquisition of businesses
Net proceeds on sale of subsidiary
Consideration paid on acquisition of subsidiary
Dividends received

Net cash (used)/generated by investing activities

Financing activities
Issue of new shares
Dividends paid

Net cash used in financing activities

Net (decrease)/increase in cash and cash equivalents
Net cash and cash equivalents at beginning of year

Net cash and cash equivalents at end of year

Cash and cash equivalents
Bank overdrafts

Walker Crips Group plc
Annual Report and Accounts 2015

Consolidated statement of changes in equity

year ended 31 March 2015

Called up
share capital
£’000

2,470

Share
premium
£’000

1,630

Own
shares held
£’000

Capital
redemption
£’000

Other
£’000

Revaluation
£’000

Retained
earnings
£’000

Total equity
£’000

(312)

111

4,557

619

10,430

19,505

Equity as at 31 March 2013
Revaluation of investment
at fair value
Deferred tax charge to equity
Long Term Incentive Plan
(LTIP) credit to equity
Profit for the year
Dividends paid
Issue of shares on exercise
of options
Issue of shares on acquisition
of intangible asset

Equity as at 31 March 2014
Revaluation of investment
at fair value
Deferred tax charge to equity
Profit for the year
Dividends paid
Issue of shares on acquisition
of subsidiary

—
—

—
—
—

2,515

—
—
—
—

Equity as at 31 March 2015

2,545

—
—

—
—
—

183

1,818

—
—
—
—

170

1,988

—
—

—
—
—

—

—
—

—
—
—

—

—
—

—
—
—

—

243
(35)

—
—
—

—

—
—

13
2,034
(522)

—

243
(35)

13
2,034
(522)

227

(312)

111

4,557

827

11,955

21,471

—
—
—
—

—

—
—
—
—

—

—
—
—
—

—

(312)

111

4,557

(88)
28
—
—

—

767

—
—
257
(958)

(88)
28
257
(958)

—

200

11,254

20,910

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotes to the accounts

year ended 31 March 2015

1. General information
Basis of preparation
The consolidated financial statements have been prepared in accordance with IFRS as adopted by the EU. The Company financial
statements are presented on pages 69 to 75.

The financial statements have been prepared on the historical costs basis, except for certain financial instruments that are measured
at fair value. The principal accounting policies adopted are set out below and, unless otherwise stated, have been applied consistently
to all periods presented in the consolidated financial statements.

Standards not affecting the reported results or the financial position

The following new and revised standards and interpretations have been adopted in the current year. Their adoption has not had
any significant impact on the amounts reported in these financial statements but may impact the accounting for future transactions
and arrangements:

n IFRS 10 ‘Consolidated Financial Statements’;

n IFRS 11 ‘Joint Arrangements’;

n IFRS 12 ‘Disclosure of Interests in Other Entities’;

n IAS 27 ‘Amendments – Equity Method in Separate Financial Statements’;

n IAS 32 ‘Amendments – Offsetting Financial Assets and Financial Liabilities’; and

n IAS 36 ‘Amendments – Recoverable Amount Disclosures for Non-Financial Assets’

New standards and interpretations
A number of new standards and amendments to standards and interpretations are effective for annual periods beginning after 1 April 2015
and have not been applied in preparing these consolidated financial statements. None of these is expected to have a significant effect
on the consolidated financial statements of the Group except for IFRS 9 ‘Financial Instruments’, IFRS 15 ‘Revenue from Contracts with
Customers’ and IFRIC 21 ‘Levies’. The effective dates of IFRS 9 and IFRS 15 are not until 2018 and 2019 respectively, the Group has
therefore decided not to implement these standards early. IFRIC 21 will be implemented in the year to 31 March 2016.

2. Significant accounting policies
Basis of consolidation
The Group financial statements consolidate the financial statements of the Company and entities controlled by the Company (its subsidiaries)
made up to 31 March each year. Control is achieved where the Company has the power to govern the financial and operating policies
of an investee entity so as to obtain benefits from its activities.

All intra-Group transactions, balances, income and expenses are eliminated on consolidation.

Business combinations
The acquisition of subsidiaries is accounted for using the acquisition method. The cost of the acquisition is measured at the aggregate
of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group
in exchange for control of the acquiree, plus any costs directly attributable to the business combination.

Interests in joint ventures
A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint
control; that is when the strategic financial and operating policy decisions relating to the activities require the unanimous consent of the
parties sharing control.

The Group’s share of the assets, liabilities, income and expenses of jointly controlled entities are accounted for in the consolidated
financial statements under the equity method.

Income from the sale or use of the Group’s share of output of jointly controlled assets, and its share of joint venture expenses,
are recognised when it is probable that the economic benefits associated with the transactions will flow to/from the Group and
their amount can be measured accurately.

Walker Crips Group plc
Annual Report and Accounts 2015

2. Significant accounting policies continued
Goodwill
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable
assets and liabilities of a subsidiary or jointly controlled entity at the date of acquisition. Goodwill is initially recognised as an asset at cost
and reviewed for impairment at least annually. Any impairment is recognised immediately in profit or loss and is not subsequently reversed
in future periods.

For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more
frequently when there is an indication that the unit may be impaired. On disposal of a subsidiary or jointly controlled entity, the attributable
amount of goodwill is included in the determination of the profit or loss on disposal.

Intangible assets
(a) Client lists
Acquired client lists and businesses generating revenue from clients and investment managers are capitalised based on the expected
future cash flows to be generated over the lives of the assets, discounted at an appropriate discount rate. These costs are amortised
on a straight line basis over their expected useful lives of three to twenty years.

(b) Unit Trust Management Contracts
Acquired Unit Trust Management Contracts are capitalised as intangible assets based on an estimate of the expected future cash flows
that those contracts will generate over their useful lives of ten years. These costs are amortised on a straight line basis over their expected
useful lives.

At each statement of financial position date, the Group reviews the carrying amounts of its intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset
is estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Shares to be issued
Shares to be issued represent the Company’s best estimate of the Ordinary Shares in the Company which are likely to be issued the
following business combinations or the acquisition of client relationships which involve deferred payments in the Company’s shares.
Where shares are due to be issued within a year, the sum is included in current liabilities.

Revenue recognition
Revenue is measured at fair value of the consideration received or receivable and represents gross commissions, interest receivable
and fees in the course of ordinary investment business, net of discounts, VAT and sales-related taxes. Gross commissions on stockbroking
activities are recognised on those transactions whose bargain date falls within the financial year. Interest is recognised as it accrues in
respect of the financial year. Fees earned from managing client deposits and administering ISAs are accrued evenly over the period to
which they relate. Fees in respect of financial services activities are accrued evenly over the period to which they relate. Dividend income
from investments is recognised when the shareholders’ rights to receive payment have been established.

Operating expenses and other charges are provided for in full up to the statement of financial position date on an accruals basis.

Foreign currencies
The individual financial statements of each Group company are presented in Pounds Sterling, which is the functional currency
of the Company and the presentation currency of the consolidated financial statements.

In preparing the financial statements of the individual companies, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recorded at the rates of exchange prevailing on the dates of the transactions. At each statement of financial
position date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing
on the balance sheet date.

Exchange differences arising on the settlement of monetary items, and on the re-translation of monetary items, are included
in the consolidated income statement for the period.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements2. Significant accounting policies continued
Property, plant and equipment
Fixtures and equipment are stated at historical cost less accumulated depreciation and provision for any impairment. Depreciation is charged
so as to write off the cost or valuation of assets over their estimated useful lives using the straight-line method on the following bases:

Computer hardware

Computer software

Leasehold improvements

33¹/³% per annum on cost
between 20% and 33¹/³% per annum on cost
Over the term of the lease

Furniture and equipment

33¹/³% per annum on cost

The gain or loss on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in income.

Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement
because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never
taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted
by the statement of financial position date.

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet
liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each statement of financial position date and reduced to the extent that
it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period that the liability is settled or the asset is realised.
Deferred tax is charged or credited directly to equity in which case the deferred tax is also dealt with in equity.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets
and liabilities on a net basis.

Financial assets and liabilities
Financial assets and liabilities are recognised on the consolidated statement of financial position when the Group becomes a party
to the contractual provisions of the instrument.

Trade receivables
Trade receivables are predominantly settled within normal market cycles. Trade receivables are recognised initially at fair value and
subsequently at amortised cost using the effective interest method, less any impairment.

Investments
Investments are recognised and derecognised on a trade date basis where a purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at cost,
including transaction costs, or at fair value, depending on the nature of the instrument held.

Investments are classified as either held-for-trading or available-for-sale, and are measured at subsequent reporting dates at fair value.
Where securities are held for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the
period. Depending on the nature of the instrument held, gains and losses arising from changes in fair value of available-for-sale
investments are recognised either in net profit or loss or directly in equity, until the security is disposed of or is determined to be impaired,
at which time the cumulative gain or loss previously recognised in equity is included in the net profit or loss for the period. Impairment
losses recognised in profit or loss for equity investments classified as available-for-sale are not subsequently reversed through profit or loss.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 20152. Significant accounting policies continued
Financial assets and liabilities continued
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity
instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Trade payables
Trade payables are recognised at fair value.

Bank overdrafts
Interest-bearing bank overdrafts are recorded at an amount equal to the proceeds received. Finance charges are accounted for on an
accrual basis in profit or loss using the effective interest rate method and are added to the carrying amount of the instrument to the extent
that they are not settled in the period in which they arise.

Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be
required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the obligation
at the statement of financial position date, and are discounted to present value where the effect is material.

Share-based payments
The Group issues equity-settled share-based payments to certain employees and other personnel. Equity-settled share-based payments
are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant. The fair value determined
at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the
Group’s estimate of shares that will eventually vest and adjusted for the effects of non-market-based vesting conditions.

Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted, based on management’s best
estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.

Pension costs
The Group contributes to defined contribution personal pension schemes for selected employees. The contribution rate is based on annual
salary and the amount is charged to the income statement on an accruals basis.

Leases
Rentals under operating leases are charged on a straight-line basis over the lease term, even if the payments are not made on such
a basis. Benefits received as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term.

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

In addition, Note 25 to the financial statements includes details of risk management objectives, policies and processes for managing its capital.

The Group has healthy financial resources together with a long established, well proven and tested business model. As a consequence,
the Directors believe that the Group is well placed to manage its business risks successfully despite the current difficult climate.

After conducting enquiries, the Directors believe that the Company and the Group have adequate resources to continue in existence
for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements3. Key sources of estimation uncertainty
Impairment of goodwill
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has
been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating
unit and a discount rate of 12% has been adopted in order to calculate present value. The carrying amount of goodwill at the balance
sheet date was £4.4 million (2014: £2.9 million).

Other intangible assets
Acquired client lists are capitalised based on current fair values. During the year the Company acquired several investment managers and
the business of their clients. By assessing the historic rates of client retention, the ages and succession plans of the investment managers
who manage the clients and the contractual incentives of the investment managers, the Directors consider a life of up to twenty years
to be both appropriate and in line with peers.

Valuation of investments in available-for-sale assets
The fair valuation of the Company’s investment in Euroclear plc is based upon the Company’s share of net assets (discounted for market
factors) or the underlying share price and volatility which may be subject to fluctuation from year to year.

During the prior year the Group invested a portion of its cash resources of £1.28 million into a regulated Short Term Lending Fund (Fund),
the first regulated Fund of its kind in the UK, attracting favourable rates of interest. The Fund facilitated lending to specialist lenders in the
residential property construction sector. At 31 March 2015 the fair value of the securities are not considered to have been impaired.
All loans are secured with a charge against the underlying property, and the Loan to Value average is between 65-70%, keeping risks low.
A decision was made in March 2015 to wind down the Fund with all investors expected to receive a full return of sums invested before
September 2015.

4. Revenue
An analysis of the Group’s revenue is as follows:

Stockbroking commission
Fees and other revenue

Investment Management
Wealth Management

Revenue
Net investment revenue

Total income

% of total income

2015
Broking
income
£’000

10,152
—

10,152

43.7

2015
Non-broking
income
£’000

—
10,438

10,438
2,404

12,842
224

13,066

56.3

2015
Total
£’000

10,152
10,438

20,590
2,404

22,994
224

23,218

100.0

2014
Broking
income
£’000

9,904
—

9,904

47.3

2014
Non-broking
income
£’000

—
8,386

8,386
2,398

10,784
236

11,020

52.7

2014
Total
£’000

9,904
8,386

18,290
2,398

20,688
236

20,924

100.0

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 20155. Segmental analysis
For management purposes the Group is currently organised into two operating divisions – Investment Management and Wealth
Management. These divisions, both of which conduct business in the United Kingdom only, are the basis on which the Group
reports its primary segment information.

2015

Revenue
External sales

Result
Segment result
Unallocated corporate expenses

Operating profit
Investment revenues
Finance costs

Profit before tax
Tax

Profit after tax

2015

Other information
Capital additions
Depreciation
Statement of financial position
Assets
Segment assets
Unallocated corporate assets

Consolidated total assets

Liabilities
Segment liabilities
Unallocated corporate liabilities

Consolidated total liabilities

Investment
Management
£’000

Wealth
Management
£’000

Consolidated
year ended
31 March 2015
£’000

20,590

2,404

22,994

931

338

1,269
(1,054)

215
225
(1)

439
(182)

257

Investment
Management
£’000

Wealth
Management
£’000

Consolidated
year ended
31 March 2015
£’000

552
380

13
16

565
396

35,133

1,856

28,614

615

36,989
15,253

52,242

29,229
2,103

31,332

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsInvestment
Management
£’000

Wealth
Management
£’000

Consolidated
year ended
31 March 2014
£’000

18,290

2,398

20,688

1,150

221

1,371
(901)

470
1,836
(13)
240
(4)

2,529
(495)

2,034

Investment
Management
£’000

Wealth
Management
£’000

Consolidated
year ended
31 March 2014
£’000

508
292

34
14

542
306

48,377

1,724

41,348

542

50,101
13,773

63,874

41,890
513

42,403

5. Segmental analysis continued

2014

Revenue
External sales

Result
Segment result
Unallocated corporate expenses

Operating profit
Gains on disposal of investments
Loss on disposal of subsidiary undertaking
Investment revenues
Finance costs

Profit before tax
Tax

Profit after tax

2014

Other information
Capital additions
Depreciation
Statement of financial position
Assets
Segment assets
Unallocated corporate assets

Consolidated total assets

Liabilities
Segment liabilities
Unallocated corporate liabilities

Consolidated total liabilities

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 20156. Commission payable
Commission payable comprises:

To authorised external agents
To approved persons

2015
£’000

39
7,614

7,653

2014
£’000

50
6,534

6,584

7. Administrative expenses – exceptional item
As a result of its materiality the Directors decided to disclose certain amounts separately in order to present results which are not distorted
by significant non-recurring events.

Short Term Lending Fund winding down costs
Costs incurred on acquisitions

2015
£’000

68
261

329

2014
£’000

—
—

—

Towards the end of the year, a decision was made to wind down our Short Term Lending Fund. All investors are expected to receive a full
return of sums invested before September 2015. Administrative costs associated with the wind down have been provided for in this year’s
results. Acquisition costs are largely made up of legal and professional costs being incurred and payable on completion of the acquisition
of BPAM on 6 March 2015.

8. Gains on disposal of investments
Net gains comprise:

Gain on disposal of investment in Liontrust CULS

2015
£’000

—

2014
£’000

1,836

During the period to 31 March 2015, there were no gains or losses on disposal of investments.

During the period to 31 March 2014, conversion and disposal of Liontrust Convertible Unsecured Loan Stock (CULS) with a nominal value
of £3.03 million and the redemption of the remaining holding with a nominal value of £0.07 million yielded a profit of £1,836,000.

Due to their level of materiality and one-off nature, the Board has decided to disclose these items separately.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements9. Loss on disposal of subsidiary undertaking
During the period to 31 March 2015, there were no gains or losses on disposal of subsidiary undertakings.

During the period to 31 March 2014 the Group completed the disposal of its subsidiary, Keith Bayley Rogers & Co Limited, (following FCA approval)
on 31 May 2013, realising a loss of £13,000.

10. Investment revenues and finance costs
Net investment revenue comprises:

Investment revenue
Interest on bank deposits/fixed income securities
Dividends from equity investment

Finance costs
Interest on bank overdrafts

Net investment revenue (Note 4)

11. Profit for the year
Profit for the year on continuing operations has been arrived at after charging:

Depreciation of property, plant and equipment (see Note 18)
Amortisation of intangibles (see Note 17)
Staff costs (see Note 12)
Auditor’s remuneration
Lease payment

A more detailed analysis of auditor’s remuneration is provided below:

Audit services
Fees payable to the Company’s auditor for the audit of the Company’s annual accounts
The audit of the Company’s subsidiaries pursuant to legislation
Non-audit services
FCA client assets reporting
Qualifying intermediary tax assurance reporting
Reported under AAF 01/06

2015
£’000

12
148

12
—
12

184

2015
%

7
79

7
—
7

100

2015
£’000

2014
£’000

179
46

225

(1)

224

2015
£’000

396
233
8,841
184
574

2014
£’000

12
150

11
10
—

183

198
42

240

(4)

236

2014
£’000

306
268
8,539
183
566

2014
%

7
82

6
5
—

100

The Audit Committee Report explains how the auditor’s objectivity and independence is safeguarded when non-audit services are provided
by the auditor.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201512. Staff costs
Particulars of employee costs (including Directors) are as shown below:

Employee costs during the year amounted to:
Wages and salaries
Social security costs
Other costs

2015
£’000

7,368
819
654

8,841

2014
£’000

7,114
791
634

8,539

Staff costs do not include commissions payable mainly to self-employed account executives, as these costs are included in total commissions
payable to approved persons disclosed in Note 6. At the end of the year there were 64 self-employed account executives who were approved
persons of the Group (2014: 59).

The monthly average number of staff employed during the year was:

2015
Number

2014
Number

Executive Directors
Approved persons
Other staff

13. Taxation
The tax charge is based on the profit for the year of continuing operations and comprises:

UK corporation tax at 21% (2014: 23%)
Deferred tax
Overseas tax
Adjustment in respect of prior years

Corporation tax is calculated at 21% (2014: 23%) of the estimated assessable profit for the year.

The charge for the year can be reconciled to the profit per the income statement as follows:

Profit on ordinary activities before tax

Tax on profit on ordinary activities at the standard rate UK corporation tax rate of 21% (2014: 23%)
Effects of:
Small company rate differences
Expenses not deductible for tax purposes
Prior year adjustment
Amortisation of intangible assets
Overseas tax
Non-taxable income
Other

4
51
129

184

2015
£’000

239
(63)
6
—

182

2015
£’000

439

13
63
—
24
6
(14)
(2)

182

4
50
113

167

2014
£’000

330
272
6
(113)

495

2014
£’000

2,529

582

(10)
46
(95)
26
6
(59)
(1)

495

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements14. Dividends
Amounts recognised as distributions to equity holders in the period:

Final dividend for the year ended 31 March 2014 of 1.06 pence (2013: 0.9 pence) per share
Final special dividend for the year ended 31 March 2014 of 1.0 pence (2013: nil) per share
Interim dividend for the year ended 31 March 2015 of 0.53 pence (2014: 0.51 pence) per share

Proposed final dividend for the year ended 31 March 2015 of 1.17 pence (2014: 1.06 pence) per share

Proposed final special dividend for the year ended 31 March 2015 of nil (2014: 1.0 pence) per share

2015
£’000

392
370
196

958

439

—

439

2014
£’000

333
—
189

522

392

370

762

The proposed final dividends are subject to approval by shareholders at the Annual General Meeting and have not been included as liabilities
in these financial statements.

15. Earnings per share
The calculation of basic earnings per share for continuing operations is based on the post-tax profit for the financial year of £257,000
(2014: £2,034,000) and on 37,017,924 (2014: 36,967,116) Ordinary Shares of 6 ²/³ pence, being the weighted average number
of Ordinary Shares in issue during the year.

The effect of options granted would be to reduce the reported earnings per share. The calculation of diluted earnings per share is based
on 37,629,174 (2014: 37,717,319) Ordinary Shares, being the weighted average number of Ordinary Shares in issue during the period
adjusted for the dilutive effect of potential Ordinary Shares.

The calculation of the basic and diluted earnings per share is based on the following data:

Earnings

Earnings for the purpose of basic earnings per share being net profit attributable to equity holders of the parent

Earnings for the purposes of diluted earnings per share

Number of shares

Weighted average number of Ordinary Shares for the purposes of basic earnings per share
Effect of dilutive potential Ordinary Shares:
– Share option schemes

Weighted average number of Ordinary Shares for the purposes of diluted earnings per share

2015
£’000

257

2015

2014
£’000

2,034

2014

37,017,924 36,967,116

611,250

750,203

37,629,174 37,717,319

This produced unadjusted basic earnings per share of 0.69 pence (2014: 5.50 pence) and diluted unadjusted earnings per share of 0.68 pence
(2014: 5.39 pence).

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201516. Goodwill

Cost
At 1 April 2013

At 1 April 2014
Addition: Acquisition of BPAM

At 31 March 2015

At 1 April 2013
Impaired during the year

At 1 April 2014
Impaired during the year

At 31 March 2015

Carrying amount
At 31 March 2015

At 31 March 2014

£’000

5,569

5,569
1,487

7,056

2,668
—

2,668

4,388

2,901

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected to benefit
from that business combination. Before recognition of impairment losses, the carrying amount of goodwill has been allocated as follows:

London York CGU
BPAM CGU

2015
£’000

2,901
1,487

4,388

2014
£’000

2,901
—

2,901

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.

The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations
for the London York CGU those regarding the discount rates of 12%, growth rates of 2.5% and expected changes to revenues and costs
during the period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value
of money and the risks specific to the CGUs.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements17. Other intangible assets

Cost
At 1 April 2013

At 1 April 2014
Additions in the year

At 31 March 2015

Amortisation
At 1 April 2013
Charge for the year

At 1 April 2014
Charge for the year

At 31 March 2015

Carrying amount
At 31 March 2015

At 31 March 2014

Unit trust
management
contracts
£’000

Client lists
£’000

240

240
—

240

192
24

216
24

240

—

2,011

2,198
5,696

7,894

810
244

1,054
209

1,263

6,631

1,144

Total
£’000

2,251

2,438
5,696

8,134

1,002
268

1,270
233

1,503

6,631

1,168

The intangible assets are both amortised over their estimated useful lives. “Unit trust management contracts” are amortised over ten years
and “Client lists” are amortised over three to twenty years.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201518. Property, plant and equipment

Cost
At 1 April 2013
Write down
Additions

At 1 April 2014
Write down
Additions
Acquisition of subsidiary

At 31 March 2015

Accumulated depreciation
At 1 April 2013
Eliminated on write down of assets
Charge for the year

At 1 April 2014
Eliminated on write down of assets
Charge for the year
Acquisition of subsidiary

At 31 March 2015

Carrying amount
At 31 March 2015

At 31 March 2014

19. Interest in joint ventures

Aggregated amounts relating to joint ventures
Total assets
Total liabilities

Net assets

Group’s share of joint venture’s net assets

Group’s share of:
Revenue

Profit for the period

Leasehold
improvements
furniture and
equipment
£’000

Computer
software
£’000

Computer
hardware
£’000

2,058
(1,403)
349

1,004
(49)
365
—

1,320

1,707
(1,403)
156

460
(49)
216
—

627

693

544

2,166
(573)
77

1,670
—
84
—

1,754

1,954
(573)
80

1,461
—
98
—

1,559

195

209

1,728
(1,255)
116

589
—
116
172

877

1,655
(1,255)
70

470
—
82
103

655

222

119

Total
£’000

5,952
(3,231)
542

3,263
(49)
565
172

3,951

5,316
(3,231)
306

2,391
(49)
396
103

2,841

1,110

872

2015
£’000

2014
£’000

67
(11)

92
(16)

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements20. Investments
Available-for-sale investments

Fair value
At 1 April 2013
Additions in the year
Disposals in the year
Movement on revaluation:
Recognised in comprehensive income

At 1 April 2014
Additions in the year
Disposals in the year
Recognised in comprehensive income

At 31 March 2015

Equity
investments
£’000

Convertible
unsecured
loan
stock
£’000

Qualifying
Collective
Investment
scheme
£’000

824
—
—

298

1,122
—
—
(88)

1,034

4,968
—
(4,913)

(55)

—
—
—
—

—

—
1,282
—

—

1,282
101
—
—

1,383

Total
£’000

5,792
1,282
(4,913)

243

2,404
101
—
(88)

2,417

Equity investments comprise the Company’s investment in Euroclear plc. The fair value is based upon the Company’s share of net assets
(discounted for market factors) or the underlying share price and volatility which may be subject to some fluctuation from year to year.
The loss on revaluation of £88,000 is recognised in equity.

Towards the end of the year, a decision was made to wind down the Short Term Lending Fund, a qualifying collective investment scheme.
All loans are secured with a charge against the underlying property and are expected to be repaid in full. The Loan to Value average is
between 65–70%, keeping risks low. The fair value of the investment is based on the market price as at 31 March 2015.

During the prior period to 31 March 2014, conversion and disposal of Liontrust Convertible Unsecured Loan Stock (CULS) with a nominal
value of £3.3 million and the redemption of the remaining holding with a nominal value of £0.07 million, yielded a profit of £1,836,000.
The CULS had a fair value of £4,968,000 at the disposal date.

Trading investments
Fair value

2015
£’000

2014
£’000

2,701

1,670

Trading investments represent investments in equity securities and bonds that present the Group with opportunity for return through
dividend income, interest and trading gains. The fair values of these securities are based on quoted market prices.

The following provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into
Levels 1 to 3 based on the degree to which the fair value is observable:

n Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

The trading investments fall within this category;

n Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for
the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). The Group does not hold financial instruments
in this category; and

n Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that

are not based on observable market data (unobservable inputs). The Group’s available-for-sale investments fall within this category.

The opening fair value of available-for-sale investments which are Level 3 financial assets is reconciled to its closing balance by a fair value
adjustment of £88,000 (2014: £242,720) recognised in comprehensive income.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201521. Other financial assets

Trade and other receivables

Amounts falling due within one year:
Due from clients, brokers and recognised stock exchanges
Loans due from client
Other debtors
Prepayments and accrued income

22. Cash and cash equivalents

Short term cash deposits held at bank, repayable on demand with penalty
Cash deposits held at bank, repayable on demand without penalty

2015
£’000

2014
£’000

21,811
582
1,553
4,386

28,332

2015
£’000

4,710
1,925

6,635

40,737
1,618
951
3,342

46,648

2014
£’000

5,443
2,730

8,173

Cash and cash equivalents does not include deposits of client monies placed by the Group with banks and building societies in segregated
client bank accounts (free money and settlement accounts). All such deposits are designated by the banks and building societies as clients’
funds and are not available to satisfy any liabilities of the Group. The amount of such net deposits which are not included in the consolidated
statement of financial position at 31 March 2015 was £230,200,000 (2014: £178,000,000).

23. Deferred tax liability

At 1 April 2014
(Charge)/Credit to the income statement
Credit to the statement of comprehensive income
Liability arising from acquisition of intangible asset (BPAM)

At 31 March 2015

24. Bank overdrafts

Bank overdrafts

The borrowings are repayable on demand and are all denominated in Sterling.

Revaluation
£’000

Capital
allowances
£’000

(220)
—
28
—

(192)

20
(53)
—
—

(33)

Short-term
timing
differences
and other
£’000

(2)
116
—
(630)

(516)

2015
£’000

134

Total
£’000

(202)
63
28
(630)

(741)

2014
£’000

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements25. Financial instruments and risk profile
Financial risk management
Procedures and controls are in place to identify, assess and ultimately control the financial risks faced by the Group arising from its use of
financial instruments. Steps are taken to mitigate identified risks with established and effective procedures and controls, efficient systems
and the adequate training of staff.

The Group’s risk appetite, along with the procedures and controls mentioned above, are laid out in the Group’s Internal Capital Adequacy
Assessment Process document prepared in accordance with the requirements of the Financial Conduct Authority (FCA).

The overall risk appetite for the Group is considered by management to be low, despite operating in a market place where financial risk
is inherent in the core businesses of investment management and financial services.

The Group considers its financial risks arising from its use of financial instruments to fall into three main categories:

(i) credit risk;

(ii) liquidity risk; and

(iii) market risk.

Financial Risk management is a central part of the organisation’s strategic management which recognises that an effective risk
management programme can increase a business’s chances of success and reduce the possibility of failure. Continual assessment,
monitoring and updating of procedures and benchmarks are all essential parts of the Group’s risk management strategy.

(i) Credit risk
The Group’s credit risk is primarily attributable to its trade receivables or pledged collateral which is the risk that a client, market
counterparty or recognised stock exchange will be unable to pay amounts in full when due. Significant changes in the economy
or a particular sector could result in losses that are different from those that the Group has provided for at the year end date.
The amounts presented in the statement of financial position are net of allowances for doubtful receivables.

The Board is responsible for oversight of the Group’s credit risk. The Group accepts a limited exposure to credit risk but aims to mitigate
and minimise the risk through various methods.

Trade receivables (includes settlement balances)
Settlement risk arises in any situation where a payment of cash or transfer of a security is made in the expectation of a corresponding
delivery of a security or receipt of cash. Settlement balances arise with clients, market counterparties and recognised stock exchanges.

In the vast majority of cases, control of the stock purchased will remain with the Group until client monetary balances are fully settled.
Loans to the estates of deceased clients for the purpose of facilitating payment of inheritance tax liabilities have been made during the
year collateralised by equity securities to a minimum value of 130% of market value. Free deliveries, in the limited circumstances where
they arise are carefully monitored.

Where there is an absence of securities collateral, clients are usually required to hold sufficient funds in their managed deposit account
prior to the trade being conducted. Holding significant amounts of client money helps the Group to manage credit risks arising with
clients. Many of our clients also hold significant amounts of stock and other securities in our Nominee subsidiary company, providing
additional security should a specific transaction fail to be settled and the proceeds of such securities disposed of can be used to settle
all outstanding obligations.

In addition, the client side of settlement balances are normally fully guaranteed by our commission-sharing approved persons
who conduct transactions and manage the relationships with our mutual clients.

Exposures to market counterparties also arise in the settlement of trades or when collateral is placed with them to cover open trading
positions. Market counterparties are usually other FCA regulated firms and are considered creditworthy, some reliance being placed
on the fact that other regulated firms would be required to meet the stringent capital adequacy requirements of the FCA.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201525. Financial instruments and risk profile continued
Financial risk management continued
(i) Credit risk continued
Trade receivables (includes settlement balances) continued
Maximum exposure to credit risk:

Cash
Trade receivables
Loans due from clients

Analysis of trade receivables/loans due from clients:

Neither past due nor impaired
Past due but not impaired

< 30 Days
> 30 Days
> 3 Months

2015
£’000

6,635
21,811
582

29,028

2015
£’000

20,199
1,998
45
151

22,393

2014
£’000

8,173
40,737
1,618

50,528

2014
£’000

40,824
1,337
55
139

42,355

The tables above represents a worst case scenario of credit risk exposure to the Group at 31 March 2015 and 2014 without taking account
of any collateral held which acts as a credit mitigant. The exposures set out above are based on net carrying amounts as reported in the
statement of financial position.

Concentration of credit risk
In addition, daily risk management procedures to actively monitor disproportionately large trades by a customer or market counterparty are
in place. The financial standing, pattern of trading, type and size of security or instrument traded are amongst the factors taken into consideration.

(ii) Liquidity risk
Liquidity risk is the risk that the Group is unable to meet its payment obligations associated with its financial liabilities when they fall due.

Historically, sufficient underlying cash has been prevalent in the business for many years as the Group is normally cash-generative. The risk
of unexpected large cash outflows could arise where large amounts are being settled daily of which only a fraction forms the commission
earned by the Company. This could be due to clients settling late or bad deliveries to the market or CREST, also resulting in a payment
delay from the market side.

The Group’s policy with regard to liquidity risk is to carefully monitor balance sheet structure and borrowing limits, including:

n monitoring of cash positions on a daily basis;

n exercising strict control over the timely settlement of trade debtors; and

n exercising strict control over the timely settlement of market debtors and creditors.

The Group holds its cash and cash equivalents spread across a number of highly rated financial institutions. All cash and cash equivalents
are short term highly liquid investments that are readily convertible to known amounts of cash without penalty.

All the regulated Group subsidiaries are subject to the provisions of FCA Liquidity standards if they are within the scope of the rules
in the FCA Handbook chapter IFPRU 7.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements25. Financial instruments and risk profile continued
Financial risk management continued
(ii) Liquidity risk continued
The tables below analyse the Group’s future cash outflows based on the remaining period to the contractual maturity date.

2015

Bank overdrafts
Trade and other payables

2014

Bank overdrafts
Trade and other payables

Less than
1 year
£’000

134
27,537

27,671

Less than
1 year
£’000

70
41,801

41,871

Total
£’000

134
27,537

27,671

Total
£’000

70
41,801

41,871

(iii) Market risks
These relate to price risk on available-for-sale and trading investments and are described in the Audit Committee Report where significant.

Fair value of financial instruments
The fair values of the Group’s financial assets and liabilities are not materially different from their carrying values.

26. Other financial liabilities
Trade and other payables

Amounts owed to clients, brokers and recognised stock exchanges
Other creditors
Accruals and deferred income

2015
£’000

20,041
4,927
2,569

27,537

2014
£’000

37,115
2,771
1,915

41,801

Trade creditors and accruals comprise amounts outstanding for investment-related transactions, to customers or counterparties,
and ongoing costs. The average credit period taken for purchases in relation to costs is 16 days (2014: 23 days).

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Other creditors
Provisions included in other creditors and accruals are made up as follows:

At start of year
Additions
Utilisation of provision
Unused amounts reversed during the year

At end of year

2015
£’000

257
78
(78)
(33)

224

These provisions relate to outstanding claims and complaints from third parties which, in the opinion of the Board, need providing for after
taking into account the risks and uncertainties surrounding each claim or complaint.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201527. Called up share capital

Called up, allotted and fully paid
38,186,958 (2014: 37,746,187) Ordinary Shares of 6²/³ pence each

2015
£’000

2014
£’000

2,545

2,515

During the year the Company allotted nil Ordinary Shares (2014: 15,000 Ordinary Shares) in connection with the exercise of share
options. The Company received £nil consideration during the year in respect of the exercise of share options (2014: £6,325).

In March 2015, 440,771 new Ordinary Shares were issued and allotted to the former partners of BPAM as part of the agreed
consideration for acquiring 100% membership interests.

The Company holds 750,000 of its own shares, purchased for total cash consideration of £312,000. In line with the principles of IAS 32
these treasury shares have been deducted from equity. No gain or loss has been recognised in the profit and loss account in relation
to these shares.

The Company has granted options to certain Directors, employees and account executives in respect of the following shares:

Ordinary Shares of 6²/³ pence each

611,250

June 2008 to June 2015

Number of
shares
subject to
option

Exercisable period of option

Exercise
price
£

0.780

28. Share-based payments
Share options
The Company has granted market-priced share options to Directors, employees and other approved persons. The vesting period is generally
three years subject to the satisfaction of performance conditions relating to real EPS growth. Further details of the options and performance
conditions are set out in the Directors’ Remuneration Report. The options expire if they remain unexercised after the exercise period has expired.
Furthermore, options are forfeited if the option holder leaves the Company before the options vest. The options are equity settled.

Outstanding at beginning of year
Forfeited/lapsed during the year
Exercised during the year

Outstanding at the end of the year

Exercisable at the end of the year

2015

2014

Weighted
average
exercise
price (in £)

Options

0.72

1,215,750
— (589,500)
(15,000)
—

0.78

611,250

Weighted
average
exercise
price (in £)

0.61
0.44
0.42

0.72

Options

611,250
—
—

611,250

The options outstanding at 31 March 2015 had a weighted average remaining contractual life of 0.2 years (2014: 1.0 years). A complete
listing of all options series outstanding as at 31 March 2015 is included in Note 27.

LTIP
The Company recognised total expenses of £nil (2014: £nil) and £nil (2014: £13,000) related to equity-settled share-based payment
transactions.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements29. Cash generated/(used) from operations

Operating profit for the year
Adjustments for:
Amortisation of intangibles
Share of joint venture income
Adjustment for Long Term Incentive Plan
Depreciation
Decrease/(increase) in debtors
(Decrease)/increase in creditors

Net cash inflow/(outflow)

2015
£’000

215

233
(13)
—
396
18,316
(15,341)

3,806

2014
£’000

470

268
(17)
13
306
(10,535)
6,421

(3,074)

30. Financial commitments
Capital commitments
At the end of the year, there were capital commitments of £nil (2014: £13,000) contracted but not provided for and £104,000 (2014: £nil)
capital commitments authorised but not contracted for.

Lease commitments
The minimum lease payments under non-cancellable operating leases fall due as follows:

Within one year
Within two to five years

2015
£’000

652
1,094

2014
£’000

496
1,254

31. Related parties
Directors, employees, related parties and their spouses have dealt on standard commercial terms with the Group. The commission earned
by the Group through such dealings is as follows:

Commissions received from Directors, employees, approved persons and their spouses

2015
£’000

229

2014
£’000

221

Other related parties include Charles Russell Speechlys of which M J Wright, Non-Executive Director, is a Partner. Charles Russell Speechlys
provides certain legal services to the Group on normal commercial terms and the amount paid and expensed during the year was
£274,000 (2014: £93,000).

In addition, commission of £2,600 (2014: £2,000) was earned by the Group from Phillip Securities (HK) Limited (a Phillip Brokerage Pte
Limited Company, where H. M. Lim is a shareholder) having dealt on standard commercial terms. Additionally, some custody services are
provided by Phillip Securities Pte Ltd (in Singapore where H. M. Lim is a Director), again all on standard commercial terms.

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are accordingly
not disclosed.

Remuneration of the Directors who are the key management personnel of the Group are disclosed fully in the Remuneration Committee Report.

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 201532. Subsidiaries and associates

Group

Trading subsidiaries
Walker Crips Stockbrokers Limited
London York Fund Managers Limited
Walker Crips Wealth Management Limited
Ebor Trustees Limited
Barker Poland Asset Management LLP
Non-trading subsidiaries
Walker Crips Financial Services Limited
G & E Investment Services Limited
Ebor Pensions Management Limited
Investorlink Limited
Walker Cambria Limited
Walker Crips Trustees Limited
W.B. Nominees Limited
WCWB (PEP) Nominees Limited
WCWB (ISA) Nominees Limited
WCWB Nominees Limited
Walker Crips Investment Management Limited
Jointly controlled entities
JWPCreers Wealth Management Limited

Country of
incorporation

Principal activity

Class and percentage
of shares held

United Kingdom Investment management
United Kingdom
Management services
United Kingdom Financial services advice
Pensions management
United Kingdom
United Kingdom Investment management

Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Membership 100%

United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom

Financial services
Holding company
Dormant company
Agency stockbroking
Dormant company
Dormant company
Nominee company
Nominee company
Nominee company
Nominee company
Dormant company

Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%
Ordinary Shares 100%

United Kingdom Financial services advice

Ordinary Shares 50%

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements33. Acquisition of Subsidiary
On 6 March 2015, the Company acquired 100% of the membership interests of Barker Poland Asset Management LLP (‘BPAM’).
BPAM is an investment and wealth management business based in London offering a full discretionary management service.

The acquisition has been accounted for using the acquisition method. The fair value of the identifiable assets and liabilities of BPAM
as at the date of acquisition was:

Fair value
recognised on
acquisition
£’000

Previous
carrying value
£’000

69
3,150
182
262

3,663

69
—
182
262

513

(250)

3,413
(630)
1,487

4,270

2,000
200
2,057
13

4,270

2,057
(182)

1,875

Property, plant and equipment software
Client list
Cash and short-term deposits
Trade and other receivables

Total assets

Trade and other receivables

Total liabilities

Total identifiable net assets at fair value
Deferred tax arising on acquisition of client list
Goodwill arising on acquisition

Total acquisition cost

Analysed as follows:
Fair value of deferred contingent consideration
New shares in Walker Crips Group plc
Cash paid in year
Net Asset Value adjustment paid post year-end

Total acquisition cost

Cash paid in year
Net cash acquired with the subsidiary included in cash flows from investing activities

Net cash outflow during the year from investing activities

Walker Crips Group plc
Annual Report and Accounts 2015

Notes to the accounts continuedyear ended 31 March 2015
Company balance sheet

31 March 2015

Notes

2015
£’000

2014
£’000

Fixed assets
Tangible
Intangible
Investments

Current assets
Debtors
Trading investments
Cash at bank and in hand

Creditors: amounts falling due within one year
Other creditors
Shares to be issued

Net current assets

Total assets less current liabilities

Creditors: amounts falling due after more than one year
Other creditors
Shares to be issued

Net assets

Capital and reserves
Called up share capital
Share premium account
Own shares held
Profit and loss account
Revaluation reserve
Other reserves

Equity shareholders’ funds

40
41

47
47

45
46
45, 46
46
46
46

571
2,365
19,842

22,778

138
1,194
1,042

2,374

(1,189)
(298)

(1,487)
887

392
838
15,299

16,529

128
952
5,828

6,908

(515)
—

(515)
6,393

23,665

22,922

(1,720)
(453)

(2,173)
21,492

2,545
1,988
(312)
11,836
767
4,668

—
—

—
22,922

2,515
1,818
(312)
13,406
827
4,668

22,922

21,492

The financial statements of Walker Crips Group plc (Company registration no: 01432059) were approved by the Board of Directors
and authorised for issue on 6 July 2015.

Signed on behalf of the Board of Directors

R. A. FitzGerald FCA
Director
6 July 2015

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotes to the Company accounts

year ended 31 March 2015

34. Significant accounting policies
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been prepared
under the historical cost convention modified for the revaluation of certain investments and in accordance with applicable United Kingdom
Accounting Standards (United Kingdom Generally Accepted Accounting Practice) and laws.

The principal accounting policies have been summarised below. They have all been applied consistently throughout the year and the
preceding year.

Tangible fixed assets
Fixtures and equipment are stated at historical cost less accumulated depreciation and provision for any impairment. Depreciation is charged
so as to write off the cost or valuation of assets over their estimated useful lives using the straight-line method on the following bases:

Computer hardware

Computer software

Leasehold improvements

33¹/³% per annum on cost
between 20% and 33¹/³% per annum on cost
over the term of the lease

Furniture and equipment

33¹/³% per annum on cost

The gain or loss on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognised in income.

At each statement of financial position date, the Group reviews the carrying amounts of its intangible assets to determine whether there
is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent
from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid or recovered using the tax rates and
laws that have been enacted or substantively enacted by the balance sheet date. Current tax charges arising on the realisation of revaluation
gains recognised in the statement of total recognised gains and losses are also recorded in this statement.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred
at the balance sheet date.

A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence, it can be regarded
as more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be
deducted. Deferred tax is not recognised when fixed assets are revalued unless by the balance sheet date there is a binding agreement to
sell the revalued assets and the gain or loss expected to arise on sale has been recognised in the financial statements. Deferred tax assets
and liabilities are not discounted.

Walker Crips Group plc
Annual Report and Accounts 2015

34. Significant accounting policies continued
Investments – available-for-sale
Investments are recognised and derecognised on a trade date basis where a purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe established by the market concerned and are initially measured at cost including
transaction costs or at fair value depending on the nature of the instrument held.

Investments are classified as available-for-sale, and are measured at subsequent reporting dates at fair value. Where securities are held
for trading purposes, gains and losses arising from changes in fair value are included in net profit or loss for the period. Depending on the
nature of the instrument held, gains and losses arising from changes in fair value of available-for-sale investments are recognised either in
net profit and loss or directly in equity until the security is disposed of or is determined to be impaired, at which time the cumulative gain
or loss previously recognised in equity is included in the net profit or loss for the period. Impairment losses recognised in profit or loss
for equity investments classified as available-for-sale are not subsequently reversed through profit or loss.

Investments in subsidiaries
Investments in subsidiaries are stated at cost less, where appropriate, provisions for impairment.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily
convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.

Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.

Share-based payments
Shares to be issued represent the Company’s best estimate of the Ordinary Shares in the Company which are likely to be issued the
following business combinations or the acquisition of client relationships which involve deferred payments in the Company’s shares.
Where shares are due to be issued within a year, the sum is included in current liabilities.

Fair value is measured by use of a binomial model. The expected life used in the model has been adjusted based on management’s best
estimate for the effects of non-transferability exercise restrictions and behavioural considerations.

For employees and account executives of a subsidiary of the Company, the share-based payment is accounted for as a capital contribution
in the respective subsidiary. The subsidiary will then take a charge to its income statement in respect of the share-based payment.

Leases
Rentals under operating leases are charged on a straight-line basis over the lease term even if the payments are not made on such a basis.
Benefits received as an incentive to enter into an operating lease are also spread on a straight line basis over the lease term to the first
available break clause.

Valuation of available-for-sale investments
The fair valuation of the Company’s available-for-sale investments is based upon either the Company’s share of net assets (discounted
for market factors) or the underlying market price and volatility which may be subject to fluctuation from year to year.

Shares to be issued
The Company had recognised as a liability the sum which has been issued and allotted just after the prior period end to personnel
associated with the Company in order to meet contractual commitments given as part of the recent expansion of its client base.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotes to the Company accounts continued

year ended 31 March 2015

34. Significant accounting policies continued
Financial instruments
The Company has adopted FRS 25: Financial Instruments: Presentation and FRS 26: Financial Instruments: Recognition and Measurement.
Disclosures equivalent to that required under FRS 29 are given in the consolidated Group accounts which are publicly available. The Company
is exempt from the disclosures required by FRS 29 in its own accounts.

Going concern
After conducting enquiries, the Directors believe that the Company has adequate resources to continue in existence for the foreseeable
future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. The Group’s business activities,
together with the factors likely to affect its future development, performance and position are set out in the Strategic Report.

35. Profit for the year
As permitted by section 408 of the Companies Act 2006 the Company has elected not to present its own profit and loss account for the year.
Walker Crips Group plc reported a loss for the financial year of £612,000 (2014: profit of £200,000).

An amount of £12,000 (2014: £12,000) related to the auditor’s remuneration for audit services to the Company.

Leasehold
improvements
furniture and
equipment
£’000

Computer
software
£’000

Computer
hardware
£’000

635
317

952

243
149

392

560

392

847
11

858

847
—

847

—

—
—

—

—
—

—

2015
£’000

17,425
2,417

19,842

Total
£’000

1,482
328

1,810

1,090
149

1,239

571

392

2014
£’000

12,895
2,404

15,299

36. Tangible fixed assets

Cost
At 1 April 2014
Additions

At 31 March 2015

Accumulated depreciation
At 1 April 2014
Charge for the year

At 31 March 2015

Carrying amount
At 31 March 2015

At 31 March 2014

37. Fixed asset investments

Subsidiary undertakings
Available-for-sale investments, at fair value

Walker Crips Group plc
Annual Report and Accounts 2015

37. Fixed asset investments continued
A complete list of subsidiary undertakings can be found in Note 32 to the Group accounts.

Available-for-sale investments consists of two investments. The first one is of 1,809 shares in Euroclear plc. In the year to 31 March 2015
the holding was valued based on the underlying share price and volatility.

The second investment is one of 1.282 million units in the Short Term Lending Fund (STLF) a qualifying collective investment scheme (QCIS).
Further details are disclosed in Note 20.

38. Debtors

Amounts due from subsidiary undertakings
Prepayments and accrued income
Other debtors

39. Deferred tax liability

At 1 April
Deferred tax charge/(credit) to equity
Credit/(charge) to the income statement

At 31 March

Amount due to personnel under recruitment contracts.

40. Creditors

Amounts due on acquisition of subsidiary
Accruals and deferred income
Amounts due to subsidiary undertakings
Deferred tax liability (see Note 39)
Amount due to personnel under recruitment contracts
Current tax liability

41. Shares to be issued

Amount due to personnel under recruitment contracts

2015
£’000

—
87
51

138

2015
£’000

(231)
28
81

(122)

2015
£’000

13
63
71
122
920
—

1,189

2015
£’000

298

2014
£’000

9
102
17

128

2014
£’000

(150)
(35)
(46)

(231)

2014
£’000

—
40
—
231
—
244

515

2014
£’000

—

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotes to the accounts continued

year ended 31 March 2015

42. Fair value disclosures
The fair value of the Company’s financial assets and liabilities is not materially different to their carrying value in the balance sheet.

The fair value of available-for-sale investments, which comprises 1,809 shares in unlisted Euroclear plc and 1.282 million units in the Short
Term Lending Fund (STLF), was determined respectively with consideration of to issuing entity’s market price and volatility and the market
price as at 31 March 2015.

43. Financial commitments
Capital commitments
At the end of the year, there were capital commitments of £nil (2014: £nil) contracted but not provided for and £nil (2014: £nil) capital
commitments authorised but not contracted for.

Lease commitments
The annual commitments under non-cancellable operating leases fall due as follows:

Within one year
Within two to five years

2015
£’000

11
530

2014
£’000

—
375

44. Related party transactions
The Company has taken advantage of the exemption given by paragraph 3 of FRS 8 not to disclose transactions and balances with its
subsidiaries or investees of the Group qualifying as related parties.

45. Called up share capital

Called up, allotted and fully paid
38,186,958 (2014: 37,746,187) Ordinary Shares of 6²/³ pence each

2015
£’000

2014
£’000

2,545

2,515

During the year the Company allotted nil Ordinary Shares (2014: 15,000 Ordinary Shares) in connection with the exercise of share
options. The Company received £nil cash consideration during the year in respect of the exercise of share options (2014: £6,325).

In March 2015, 440,771 new Ordinary Shares were issued and allotted to the former partners of BPAM as part of the agreed
consideration for acquiring 100% of their membership interests.

The Company has granted options to certain employees and account executives in respect of the following shares:

Ordinary Shares of 6²/³ pence each

Number of
shares
subject to
option

Exercisable period of option

611,250

June 2008 to June 2015

Exercise
price
£

0.780

Walker Crips Group plc
Annual Report and Accounts 2015

46. Reconciliation of movements in shareholders’ funds

As at 31 March 2013
Revaluation of investment at fair value
Deferred tax charge to equity
Profit for the year
Dividends paid
Issue of share on exercise of options
Issue of shares on acquisition
of intangible asset

As at 31 March 2014
Revaluation of investment at fair value
Deferred tax charge to equity
Loss for the year
Dividends paid
Issue of shares on acquisition of subsidiary

As at 31 March 2015

Called
up share
capital
£’000

2,470
—
—
—
—
1

2,515
—
—
—
—
30

2,545

Share
premium
£’000

1,630
—
—
—
—
5

183

1,818
—
—
—
—
170

1,988

Own
shares
held
£’000

(312)
—
—
—
—
—

—

(312)
—
—
—
—
—

(312)

Other
£’000

4,668
—
—
—
—
—

—

4,668
—
—
—
—
—

4,668

Revaluation
£’000

619
243
(35)
—
—
—

—

827
(88)
28
—
—
—

767

47. Creditors: amounts falling due after more than one year

Amount due to personnel under recruitment contracts
Shares to be issued to personnel under recruitment contracts

Profit
and loss
account
£’000

13,728
—
—
200
(522)
—

Total
equity
£’000

22,803
243
(35)
200
(522)
6

—

227

13,406
—
—
(612)
(958)
—

22,922
(88)
28
(612)
(958)
200

11,836

21,492

2015
£’000

1,720
453

2,173

2014
£’000

—
—

—

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotice of Annual General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should
take, you are recommended to seek your own financial advice from your stockbroker or other independent adviser authorised under the
Financial Services and Markets Act 2000.

If you have sold or transferred all of your shares in Walker Crips Group Plc, please forward this document, together with the accompanying
documents, as soon as possible either to the purchaser or transferee or to the person who arranged the sale or transfer so they can pass
these documents to the person who now holds the shares.

Notice is hereby given that the Annual General Meeting of Walker Crips Group Plc (“Walker Crips Group” or the “Company”) will be held
at South Place Hotel, 3 South Place, London, EC2M 2AF on 31 July 2015 at 11:00 a.m. for the following purposes:

As ordinary business
To consider and, if thought fit, to pass the following resolutions which will be proposed as ordinary resolutions:

1. To receive and adopt the Directors’ report and audited financial statements for the year ended 31 March 2015.

2. To approve the Directors’ remuneration report (excluding the Directors’ remuneration policy set out at pages 28 to 32 of the Directors’

remuneration report) for the year ended 31 March 2015.

3. To declare a final dividend of 1.17 pence per ordinary share for the year ended 31 March 2015.

4. To re-elect as a Director Mr Mark Rushton.

5. To re-elect as a Director Mr Martin Wright.

6. To re-elect as a Director Mr Robert Elliott.

7. To re-elect as a Director Mr Hua Min Lim.

8. To appoint Deloitte LLP as auditor of the Company until the conclusion of the next meeting at which accounts are laid.

9. To authorise the Directors to set the auditor’s remuneration.

As special business
To consider and, if thought fit, to pass the following resolution which will be proposed as an ordinary resolution:

10. That the authority and power conferred upon the Directors to allot shares or to grant rights to subscribe for or to convert any security
into shares in accordance with Article 12 of the Company’s Articles of Association shall apply until the earlier of the conclusion of the
next Annual General Meeting of the Company or the date falling 15 months from the date of the passing of this resolution and for
that period the Section 551 Amount (as defined in Article 12(B)) shall be £834,054 (equivalent to one third of the Company’s issued
share capital (excluding treasury shares) as at the date of this notice). All previous authorities pursuant to Article 12(B) are revoked,
subject to Article 12(D).

To consider, and if thought fit, pass the following resolutions which will be proposed as special resolutions:

11. That, subject to the passing of Resolution 10, the authority and power conferred upon the Directors to allot equity securities for cash

in accordance with Article 12 of the Company’s Articles of Association shall apply until the earlier of the conclusion of the next Annual
General Meeting of the Company or the date falling 15 months from the date of the passing of this resolution and for that period the
Section 561 Amount (as defined in Article 12(C)) shall be £250,216 (equivalent to 10% of the Company’s issued share capital (excluding
treasury shares) as at the date of this notice). All previous authorities pursuant to Article 12(C) are revoked, subject to Article 12(D).

Walker Crips Group plc
Annual Report and Accounts 2015

As special business continued
12. That the Company be and is hereby granted pursuant to section 701 of the Companies Act 2006 general and unconditional authority

to make market purchases (within the meaning of section 693 of the Companies Act 2006) on the London Stock Exchange of
Ordinary Shares of 6²/³ pence each in the capital of the Company (“Ordinary Shares”) provided that:
a) the maximum aggregate number of Ordinary Shares hereby authorised to be purchased is limited to 10% of the Company’s issued

share capital then in issue;

b) the minimum price which may be paid for any Ordinary Shares is 6²/³ pence per Ordinary Share;
c) the maximum price (exclusive of expenses) which may be paid for any Ordinary Shares is not more than 5% above the average
of the middle market quotations for the Ordinary Shares (as derived from the London Stock Exchange Daily Official List) for the
10 business days before the purchase is made;

d) the authority hereby conferred shall expire at the earlier of the conclusion of the next Annual General Meeting of the Company

or the date falling 15 months from the date of the passing of this resolution; and

e) the Company may make a contract or contracts to purchase Ordinary Shares under the authority hereby conferred prior to the

expiry of such authority which will or may be executed wholly or partly after the expiry of such authority, and may make a purchase
of Ordinary Shares pursuant to any such contract or contracts. This resolution shall confer on the Directors all rights for the Company
to make any such market purchase of the Company’s own shares as are required under the terms of Article 11(B).

13. That the Company be authorised to call a general meeting of the shareholders, other than an Annual General Meeting, on not less

than 14 clear days’ notice.

By order of the Board

David J. Hall DipPFS FMAAT Chartered MCSI
Secretary
6 July 2015

Walker Crips Group Plc
Finsbury Tower, 103–105 Bunhill Row, London EC1Y 8LZ
Reg No. 01432059

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements

Notice of Annual General Meeting continued

Notes on resolutions
The following paragraphs explain, in summary, the Resolutions to be proposed at the Annual General Meeting (the “Meeting”).

Resolution 1: Receipt of the 2015 Report and Accounts
The Directors of the Company must present their report and the annual accounts to the Meeting and shareholders may raise any questions
on the report and accounts under this resolution.

Resolution 2: Approval of the 2015 Directors’ remuneration report
In accordance with section 439 of the Companies Act, shareholders are requested to approve the Directors’ remuneration report (other
than the Directors’ Remuneration Policy set out on pages 28 to 32), which can be found on pages 22 to 27 of the Report and Accounts
for the year ended 31 March 2015. The vote is advisory only and does not affect the actual remuneration paid to an Individual Director.

Following its adoption at the last Annual General Meeting, the Directors’ Cap Remuneration Policy will be put to shareholders at least
every three years or earlier if changes are proposed.

Resolution 3: Final dividend
Shareholders are being asked in Resolution 3 to approve a final dividend of 1.17 pence per ordinary share for the year ended 31 March 2015.
If you approve the recommended final dividend, this will be paid on 7 August 2015 to all ordinary shareholders who were on the register
of members at the close of business on 17 July 2015.

Resolutions 4 to 7: Re-election of Directors
The Company’s Articles of Association require that at each Annual General Meeting, Directors who were in office at the time of the previous
two Annual General Meetings and who have not been elected or re-elected in that period must retire by rotation. A retiring Director is eligible
for re-election. This year, Mr Mark Rushton is retiring in this manner and is seeking re-election.

In addition, Mr Martin Wright and Mr Hua Min Lim are retiring because each of them have been Non-Executive Directors for more than
nine years and Mr Robert Elliott is retiring as it is a condition of his letter of appointment as a Non-Executive Director that he retires
at each Annual General Meeting. Mr Wright, Mr Lim and Mr Elliott are seeking re-election.

The biographies of the Directors eligible and standing for re-election at the Meeting are set out on pages 14 and 15 in the
2015 Report and Accounts.

Resolution 8: Appointment of auditor
The Company is required to appoint its auditor at each general meeting at which accounts are laid before the shareholders and is usually
appointed to hold office from the conclusion of an Annual General Meeting until the conclusion of the next Annual General Meeting.
This resolution, on the Audit Committee’s recommendation, proposes the appointment of Deloitte LLP as auditor of the Company.

Resolution 9: Remuneration of the auditor
The resolution also authorises the Directors, in accordance with standard practice, to set the remuneration of the auditor. In accordance
with its terms of reference, the Audit Committee will approve the terms of engagement and the level of audit fees payable by the
Company to the auditor and recommend them to the Board.

Resolution 10: Renewal of the Directors’ authority to allot shares
Resolution will be proposed before the Meeting to confer authority on the Directors to allot shares or grant rights to subscribe for or to convert
any security into shares of up to an aggregate nominal amount of £834,054 (being one third of the Company’s issued share capital
(excluding treasury shares) as at 6 July 2015). This resolution, which is an ordinary resolution, will replace the authority given to the
Directors at the last Annual General Meeting on 18 July 2014.

750,000 shares are held in treasury as at 6 July 2015 (representing approximately 2% of the Company’s issued share capital (excluding
treasury shares) on that date).

The Directors have no present intention to issue new Ordinary Shares. However, the Directors consider it prudent to maintain the flexibility
to take advantage of business opportunities that this authority provides.

This authority will expire on the next Annual General Meeting of the Company or the date falling 15 months from the date of the passing
of the resolution, whichever is the earlier.

Walker Crips Group plc
Annual Report and Accounts 2015

Resolution 11: Renewal of the Directors’ authority to disapply pre-emption rights
Resolution will be proposed before the Meeting to confer authority on the Directors to allot equity securities for cash up to an aggregate
nominal amount of £250,216 (being 10% of the Company’s issued share capital (excluding treasury shares) as at 6 July 2015)
as if section 561(1) of the Companies Act 2006 did not apply. This resolution, which is a special resolution, will replace the authority
given to the Directors at the last Annual General Meeting on 18 July 2014.

The Directors have no present intention to make use of this authority and will only do so when satisfied that it is in the interest of the Company.

This authority will expire on the next Annual General Meeting of the Company or the date falling 15 months from the date of the passing
of the resolution, whichever is the earlier.

Resolution 12: Authority for the Company to purchase its own shares
The Companies Act 2006 permits a public company to purchase its own shares in accordance with powers contained in its Articles
of Association and with the authority of a resolution of shareholders. The Directors believe that the Company should be authorised to
take advantage of these provisions and therefore, pursuant to the power contained in the Company’s Articles of Association, it is intended
to propose a special resolution at the Meeting to confer authority on the Company to purchase up to a maximum in aggregate of 10%
of the Ordinary Shares of 6²/³ pence each in the share capital of the Company at a price or prices which will not be less than 6²/³ pence
and not be more than 5% above the average of the middle market quotation derived from the London Stock Exchange Daily Official List
for the ten business days before the relevant purchase is made.

The authority was given at the last Annual General Meeting of the Company for a period expiring at the conclusion of the next Annual
General Meeting. It is the Directors’ intention that a resolution for its renewal will be proposed at each succeeding Annual General Meeting.
The Directors will only make use of the authority when satisfied that it is in the interest of the Company to do so. Shareholders should note
that any Ordinary Shares purchased by the Company will either be cancelled and the number of Ordinary Shares in issue will accordingly be
reduced or will be held as treasury shares.

Shareholders may further note that the total number of warrants and options to subscribe for equity shares in the Company that are
outstanding as at 6 July 2015 is nil share options. The proportion of the Company’s issued share capital (excluding treasury shares)
that this represents as at that date is nil%. If the Company used the full authority (both existing and being sought) to buy back the shares
under Resolution 12 and all such shares were cancelled, they would then represent nil% of the Company’s issued share capital (excluding
treasury shares).

This authority will expire on the next Annual General Meeting of the Company or the date falling 15 months from the date of the passing
of the resolution, whichever is the earlier.

Resolution 13: Notice period for general meeting
The notice period for general meetings of the Company is 21 days unless shareholders approve a shorter notice period which cannot
be less than 14 clear days. Annual general meetings will continue to be called on at least 21 clear days’ notice.

Resolution 13, which is a special resolution, will enable the Company to call general meetings (other than Annual General Meetings)
on 14 clear days’ notice. The Directors believe that this is in the best interests of the shareholders and it is intended that this shorter notice
period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting
and is thought to be to the advantage of shareholders as a whole.

The approval will be effective until the Company’s Annual General Meeting in 2016 when it is intended that a similar resolution to renew
the authority will be proposed.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statementsNotice of Annual General Meeting continued

Shareholder notes
The following pages provide more detailed information about your voting rights and how you may exercise them.

Entitlement to attend and vote
1.

Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those members
registered on the Company’s register of members at:

n 6:00 p.m. on 29 July 2015; or

n if this Meeting is adjourned, at 6:00 p.m. on the day two days prior to the adjourned meeting, shall be entitled to attend and vote

at the Meeting.

Appointment of proxies
2.

If you are a member of the Company at the time set out in Note 1 above, you are entitled to appoint a proxy to exercise all or any
of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You
can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of how to appoint the
Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form. If you wish
your proxy to speak on your behalf at the Meeting you will need to appoint your own choice of proxy (not the Chairman) and give
your instructions directly to them.

A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the
resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. Your proxy will vote
(or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

Appointment of proxy using hard copy proxy form
6. The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

n completed and signed;

n sent or delivered to Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands, B63 3DA; and

n received by Neville Registrars Limited no later than 11:00 a.m. on 29 July 2015.

In the case of a member which is a company, the proxy form must be executed under its common seal or signed on its behalf by an
officer of the Company or an attorney for the Company.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or
authority) must be included in with the proxy form.

Walker Crips Group plc
Annual Report and Accounts 2015

Appointment of proxies through CREST
7.

CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may
do so for the Meeting and any adjournment(s) of it by using the procedures described in the CREST Manual (available from
https:// www.euroclear.com/site/public/EUI). CREST Personal Members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s),
who will be able to take the appropriate action on their behalf.

In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST Proxy Instruction)
must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s (EUI) specifications and must contain the information
required for such instructions, as described in the CREST Manual. The message must be transmitted so as to be received by the issuer’s
agent ID (7RA11) by 11:00 a.m. on 29 July 2015. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message
by enquiry to CREST in the manner prescribed by CREST.

CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available
special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the
input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST
personal member or sponsored member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.

Appointment of proxy by joint members
8.

In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted
by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear
in the Company’s register of members in respect of the joint holding (the first-name being the most senior).

Changing proxy instructions
9.

To change your proxy instructions simply submit a new proxy appointment using the methods set out above. Note that the cut off
time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment
received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy
proxy form, please contact Neville Registrars Limited on 0121 585 1131.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of the
proxies will take precedence.

Termination of proxy appointments
10. In order to revoke a proxy instruction you will need to inform the Company by sending a signed hard copy notice clearly stating your

intention to revoke your proxy appointment to Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands, B63 3DA.
In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf
by an officer of the Company or an attorney for the Company. Any power of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The revocation notice
must be received by Neville Registrars Limited no later than 11:00 a.m. on 29 July 2015.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph
directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person. If you have appointed a proxy
and attend the Meeting in person, your proxy appointment will automatically be terminated.

Walker Crips Group plc
Annual Report and Accounts 2015

Strategic reportCorporate governanceFinancial statements

Notice of Annual General Meeting continued

Corporate representatives
11. A corporation which is a member can appoint one or more corporate representatives who may exercise, on its behalf, all its powers

as a member provided that no more than one corporate representative exercises powers over the same share.

Issued shares and total voting rights
12. As at 6 July 2015 (being the latest practicable day prior to the date of this notice), the Company’s issued share capital comprised

38,282,434 Ordinary Shares of 6²/³ pence each. Each ordinary share carries the right to one vote at a general meeting of the Company.
The Company held 750,000 Ordinary Shares in treasury on 6 July 2015 and, therefore, the total number of voting rights in the Company as
at 6 July 2015 is 37,532,434.

Communication
13. You may not use any electronic address provided either in this notice of meeting or any related documents (including the letter with
which this notice of meeting was enclosed and proxy form) to communicate with the Company for any purposes other than those
expressly stated.

Website giving information regarding the Meeting
14. Information regarding the Meeting, including the information required by section 311A of the Companies Act 2006, is available

from www.wcgplc.co.uk.

Questions at the Meeting
15. Under section 319A of the Companies Act 2006, the Company must answer any question you ask relating to the business being

dealt with at the Meeting unless (i) answering the question would interfere unduly with the preparation for the Meeting or involve the
disclosure of confidential information; (ii) the answer has already been given on the Company’s website in the form of an answer to
a question; or (iii) it is undesirable in the interests of the Company or the good order of the Meeting that the question be answered.

Website publication of audit concerns
16. Pursuant to section 527 of the Companies Act 2006, where requested by members meeting the qualification criteria set out in that
section, the Company must publish on its website, a statement setting out any matter that such members propose to raise at the
Meeting relating to either (i) the audit of the Company’s accounts (including the auditor’s report and the conduct of the audit) that
are to be laid before the Meeting or (ii) the circumstances connected with an auditor of the Company ceasing to hold office since the
previous meeting at which the annual account and reports were laid in accordance with section 437 of the Companies Act 2006.

Where the Company is required to publish such a statement on its website:

n it may not require the members making the request to pay any expenses incurred by the Company in complying with the request;

n it must forward the statement to the Company’s auditor no later than the time the statement is made available on the Company’s

website; and

n the statement may be dealt with as part of the business of the Meeting.

Nominated person
17. If you are a person who has been nominated under section 146 of the Companies Act 2006 to enjoy information rights (“Nominated
Person”), you may have a right under an agreement between you and the member of the Company who has nominated you to have
information rights (“Relevant Member”) to be appointed or to have someone else appointed as a proxy for the Meeting. If you either
do not have such a right or if you have such a right but do not wish to exercise it, you may have a right under an agreement between
you and the Relevant Member to give instructions to the Relevant Member as to the exercise of voting rights. Your main point of contact
in terms of your investment in the Company remains the Relevant Member (or, perhaps, your custodian or broker) and you should continue
to contact them (and not the Company) regarding any changes or queries relating to your personal details and your interest in the Company
(including any administrative matters). The only exception to this is where the Company expressly requests a response from you.

Walker Crips Group plc
Annual Report and Accounts 2015

Form of proxy

For use at the Annual General Meeting (the “Meeting”) of Walker Crips Group plc (the “Company”) to be held at the South Place Hotel,
3 South Place, London EC2M 2AF on 31 July 2015 at 11:00 a.m. and at any adjournment thereof.

I/We .................................................................................................................................................................................................................................................................................

(name(s) in full) ...................................................................................................................................................................................................... (BLOCK LETTERS PLEASE)

Of (address) ..................................................................................................................................................................................................................................................................

being (a) holder(s) of shares in the above-named Company HEREBY APPOINT (see Note 3):

or failing him (or in the event that no person is named) the Chairman of the Meeting to act as my/our proxy and to vote for me/us on
my/our behalf at the above mentioned Meeting and any adjournment thereof, and I/we desire this proxy to be used as directed below
or, failing any direction(s) as regards the Resolution(s), the proxy will abstain or vote at his discretion.

For

Against

Vote withheld

Enter the number of shares in relation to which your proxy is authorised to vote
or leave blank to authorise your proxy to act in relation to your full entitlement (see Note 4).

Please also mark this box if you are appointing more than one proxy (see Note 5).

The manner in which the proxy is to vote should be indicated by inserting “X” in the box provided:

1) To receive and adopt the Directors’ report and audited financial statements

2) To approve the Directors’ remuneration report

3) To declare a final dividend of 1.17 pence per ordinary share

4) To re-elect Mark Rushton as a Director

5) To re-elect Martin Wright as a Director

6) To re-elect Robert Elliott as a Director

7) To re-elect Hua Min Lim as a Director

8) To appoint Deloitte LLP as auditor

9) To authorise the Directors to set the remuneration of the auditor

10) To authorise the Directors to allot shares

11) To disapply pre-emption rights*

12) To authorise the Company to make market purchases of its own shares*

13) To authorise the Company to call a general meeting of shareholders on not less than

14 clear days’ notice*

Signed: ................................................................................................................................................................................. Dated: ............................................................................

(for a company see Note 8 to this form of proxy)

* Special resolution

Form of proxy continued

Notes:
1.

As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote
at a general meeting of the Company. You can only appoint a proxy using the procedures set out in these notes.

Appointment of a proxy does not preclude you from attending the meeting and voting in person. If you have appointed a proxy
and attend the meeting in person, your proxy appointment will automatically be terminated.

A proxy does not need to be a member of the Company but must attend the meeting to represent you. To appoint as your proxy
a person other than the Chairman of the meeting, insert their full name in the space above. If you sign and return this proxy form with
no name inserted in the box, the Chairman of the meeting will be deemed to be your proxy. Where you appoint as your proxy someone
other than the Chairman, you are responsible for ensuring that they attend the meeting and are aware of your voting intentions. If you
wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman and give them the
relevant instructions directly.

If the proxy is being appointed in relation to less than your full voting entitlement, please indicate the number of shares in relation
to which they are authorised to act as your proxy. If left blank your proxy will be deemed to be authorised in respect of your full voting
entitlement (or, if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement
for that designated account).

You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may photocopy your
proxy card or contact Neville Registrars Limited on 0121 585 1131 to obtain an extra proxy card. Please indicate the number of shares
in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you).

To direct your proxy how to vote on the resolutions mark the appropriate box with an ‘X’. To abstain from voting on a resolution, select
the relevant “Vote withheld” box. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation
of votes for or against the resolution. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion.
Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

7. To appoint a proxy using this form, the form must be:

n completed and signed;

n sent or delivered to Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands B63 3DA; and

n received by Neville Registrars no later than 11:00 a.m. on 29 July 2015.

In the case of a member which is a company, this proxy form must be executed under its common seal or signed on its behalf
by an officer of the Company or an attorney for the Company.

Any power of attorney or any other authority under which this proxy form is signed (or a duly certified copy of such power or authority)
must be included with the proxy form.

10. CREST members who wish to appoint a proxy or proxies by using the CREST electronic appointment service may do so by using

the procedures described in the CREST Manual. To be valid, the appropriate CREST message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instructions given to a previously appointed proxy, must be transmitted so as to be
received by our agent Neville Registrars Limited, Neville House, Laurel Lane, Halesowen, West Midlands B63 3DA, CREST ID (7RA11)
by 11:00 a.m. on 29 July 2015. See the notes to the notice of meeting for further information on proxy appointment through CREST.

11. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted

by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the
Company’s register of members in respect of the joint holding (the first-named being the most senior).

12. If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies

will take precedence.

13. For details of how to change your proxy instructions or revoke your proxy appointment see the notes to the notice of meeting.

14. You may not use any electronic address provided in this proxy form to communicate with the Company for any purposes other than

those expressly stated.

Officers and professional advisers

Directors
Executive Directors
R. A. FitzGerald FCA – Chief Executive Officer

S. K. W. Lam FCPA (Aust.), Chartered FCSI – Group Managing Director

D. Hetherton – Wealth Management Director

M. J. W. Rushton – Chief Investment Officer

Non-Executive Directors
D. M. Gelber – Chairman

R. A. Elliott FCA, Cert PFS – Audit Committee Chairman

H. M. Lim

M. J. Wright – Senior Independent Director

Secretary
D. J. Hall DipPFS FMAAT Chartered MCSI

Registered office
Finsbury Tower
103–105 Bunhill Row
London EC1Y 8LZ

Bankers
HSBC Bank plc
London

Solicitors
Charles Russell Speechlys LLP
London

Auditor
Deloitte LLP
London

Registrars
Neville Registrars Limited
18 Laurel Lane
Halesowen
West Midlands B63 3DA

Walker Crips Group plc
Finsbury Tower
103–105 Bunhill Row
London EC1Y 8LZ

020 3100 8000
www.wcgplc.co.uk
client.services@wcgplc.co.uk