Annual
Report
and Financial Statements
2021 Worldwide world
class protection
Mission Statement
Westminster believes all citizens
of the world have the right to
personal safety and security and
to be free from the threats of
crime and terrorism particularly
when travelling.
The mission of Westminster Group PLC is
therefore to improve security and the quality
of life for people throughout the world,
regardless of race, colour or creed and will
do so by the provision of advanced security
solutions and long-term managed services.
Westminster endeavours to achieve this goal
by acting in a professional and responsible
manner, treating our employees, customers,
suppliers and partners with equal courtesy
and respect at all times.
About us
Westminster Group PLC is a trusted
global brand delivering strategic security
solutions, managed services and best in
class equipment, on Land, at Sea and
in the Air, to keep people safe, secure
assets and maximise prosperity in high
growth and emerging markets around
the world.
Annual report
Contents
Highlights
Company Overview
Strategic Report
Chairman’s Statement
Chief Executive Officer’s Report
Chief Financial Officer’s Report
Risk Management
Stakeholder Engagement
Governance Report
Board of Directors
Corporate Governance Report
Audit Committee Report
Nomination Committee Report
Remuneration Committee Report
Directors’ Report
Statement of Directors’ Responsibilities
Financial Statements
Independent Auditor’s Report
Consolidated Statement of
Comprehensive Income
Consolidated and Company
Statements of Financial Position
Consolidated Statement of Changes in Equity
Company Statement of Changes in Equity
Consolidated Cash Flow Statement
Company Cash Flow Statement
Notes to the Financial Statements
Company Information
02
04
06
08
18
22
28
34
36
48
54
56
60
62
64
68
69
70
72
73
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75
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The years
Highlights
46%
17%
Gross Margin
Increase in Services Revenue
58%
60
Increase in Passengers
Countries Supplied
242
241
Return Customers
Staff Worldwide
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Operational
Post Period End
• Continued to navigate Covid-19 pandemic
• West African airport ahead of expectations and
successfully despite declining market confidence
and delays of Technology Division’s projects.
nearing pre-pandemic revenue levels, with March
2022 being the highest ever March figure.
• Services Division delivered a robust performance.
• Recognised for excellence in International Trade
with a Queen’s Award for Enterprise.
• Supplied products and solutions to 60 (2020: 78)
countries across the world.
• Secured prestigious contract for the Tower of
London.
• Entered strategic partnership with Covid-19
testing company, Certific.
• Secured 20-year managed services contract
for airport security in DRC (subject to delayed
ratification).
• Secured 10-year managed services contract
for port security in West Africa.
• Secured $1.7m airport security contract in
Southeast Africa.
• Kept all our employees safe during Covid-19
and maintained full employment utilising the
UK Government furlough scheme, where
appropriate.
Financial
• Despite continuing material impact from the
effects of Covid-19, achieved revenues of £7.1m
(2020: £9.9m).
• Loss after tax £1.9m (2020: loss of £0.7m).
• Total Equity / Net Assets increased from £7.1m in
2020 to £7.5m in 2021.
• Commenced year debt free and remained so
(other than operating lease debt under IFRS 16).
• Reduction in capital approved and implemented.
• Ghana Port performing to expectations and with
the fourth berth opened late 2021, further growth
is expected.
• Training & Guarding businesses recovering well
and winning new business.
• Product and solution sales showing signs of
significant improvement, with several delayed
projects once again back in discussion.
• Successfully completed Palace of Westminster
project (now in 5 year maintenance programme).
• Westminster Arabia finally established we fully
expect to see KSA provide a material contribution
to our 2022 and future revenues.
• $1.7m airport security contract secured
December 2021 underway and expected to be
completed in the year.
• The logistics, licencing and planning phase of our
new 10 year West African port project secured in
2021 is nearing completion and the operational
phase is expected to begin in H2 2022.
• Closely monitoring US Iranian talks regarding
JCPOA.
“Our vision is to build a global
business with strong brand
recognition delivering advanced
security solutions and long-term
managed services to high growth
and emerging markets around the
world, with a particular focus on long
term recurring revenue^ business
enhancing shareholder value.”
VISION STATEMENT
^ This is an Alternative Performance Measure – refer to Note 2 of the financial statements for further details.
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Westminster Group PLC
Who we are
Westminster Group PLC is a British security and defence
organisation with international offices, agents and partner
companies in over 50 countries. We solve security, safety and
defence problems for governments, military, non-governmental
organisations (NGOs), air and seaports, critical infrastructure
and major organisations and corporations worldwide.
The Group’s principal activity is the design,
supply and on-going support of advanced
technology security solutions, encompassing a
wide range of surveillance, detection, tracking
and interception technologies and the provision
of long-term managed services contracts such
as the management and running of complete
security services and solutions in airports,
ports and other such facilities together with
the provision of manpower, consultancy and
training services.
The Group’s various operating companies
are structured into two vertically integrated
operating divisions, Managed Services and
Technology all focussed on deliver products,
services and solutions to our three key market
sectors: LAND - SEA – AIR.
60 50+
countries in 2021
agents and offices
Divisional Revenue Split (£’000)
Managed Services
(5,081)
Technologies
(1,970)
Geographical Split of Revenue (£’000)
UK & Europe
(2,161)
Africa
(4,296)
Middle East
(122)
Rest of World
(472)
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Westminster
Around the world
Worldwide world class protection
Regional Offices
UK
Westminster Group Plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire OX17 2BS
United Kingdom
KSA
Westminster Arabia
Building No. 482
Al Orouba Road
Olaya Street
Riyadh 11531
Saudi Arabia
France
Euro Ops International
3 rue de Bischwihr
68280 Andolsheim
France
Ghana
Administration Office
Tema Port
Accra
Ghana
Germany
GLIS
Gesellschaft für Luftfahrt- und
Infrastruktur-Sicherheit GmbH
Chiemsestr. 25, D – 83233
Bernau am Chiemsee
Germany
Sierra Leone
60 Wellington Street
Freetown
Sierra Leone
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Strategic report
Chairman’s
Statement
Overview
2021 was a year of great challenges, but also of great
success for Westminster. We saw the signing of two
major managed services contracts in the Democratic
Republic of Congo and West Africa, but also the
frustration of projects right shifting into 2022 and beyond.
Against a difficult year dominated by the uncertainty
caused by the Covid-19 pandemic, I am pleased to
present the Westminster Group PLC Final Results for
the year ended 31 December 2021.
In April 2021, Westminster was recognised for its
excellence in International Trade given its outstanding
growth in overseas sales in the last 3 years. It was
one of just 205 organisations nationally for which Her
Majesty the Queen has approved the Prime Minister’s
recommendation that Westminster be awarded
the prestigious Queen’s Award for Enterprise. The
significance of this prestigious award is recognised
worldwide and is an indication of the growth and
momentum we have achieved with our world-wide
business over the past few years. To have now been
selected for this distinguished award is an honour, not
just for the Company but for all our employees around
the world who have contributed to this success.
Revenue
12,000
10,000
8,000
6,000
0
0
0
’
£
4,000
2,000
0
2015
2016
2017
2018
2019
2020
2021
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Rt. Hon Sir Tony Baldry DL
Chairman
The award was formally presented by the Lord Lieutenant
of Oxfordshire, Sir Tim Stevenson CVO OBE, on behalf
of Her Majesty the Queen, at a ceremony at Westminster
House on Friday, 3 September 2021.
I am proud that the Group is recognised globally for its
specialist security and services expertise, operating
worldwide via an extensive international network of
agents and offices in over 50 countries. Britain has
always been at the forefront of innovation in security
and defence solutions and this Queen’s Award a
ccolade further validates the position Westminster
holds in that marketplace.
The last two years have been dominated by Covid-19,
which was declared a global pandemic in March 2020,
creating a worldwide healthcare crisis with hundreds of
millions of citizens infected and millions tragically losing
their lives. Governments around the world reacted in
various ways with many closing borders, some putting
large parts of their populations on lockdown and
imposing travel restrictions. This has had a profound
impact on the global economy and businesses
across the globe, the like of which has not been
seen in a generation.
We are a business that operates internationally with
staff around the world, and we are heavily involved in
international travel, as such we have been affected by
the impact of the global disruption caused by the
pandemic. During 2021, Covid-19 has had a profound
impact on the global economy with much uncertainty
and many travel restrictions. This did have a negative
impact on the Company, with sales dropping to just
under £7m and losses commensurately increased.
Corporate Conduct
As a company whose shares are traded on the AIM
market of the London Stock Exchange, we recognise
the importance of sound corporate governance
throughout our organisation, giving our shareholders
and other stakeholders including employees, customers,
suppliers and the wider community confidence in our
business. We endeavour to deliver on our corporate
Vision and Mission Statements in an ethical and sensitive
manner irrespective of race, colour or creed. This is not
only a requirement of a well-run public company but
makes good commercial and business sense.
In my capacity as Executive Chairman, I have ultimate
responsibility for ensuring the Board adopts and
implements a recognised corporate governance code in
accordance with our stock market status. Accordingly,
the Board has adopted, and is working to, the Quoted
Companies Alliance (QCA) Corporate Governance Code
2018. The Chief Executive Officer (CEO) has responsibility
for the implementation of governance throughout our
organisation, commensurate with our size of business
and worldwide operations.
The QCA Corporate Governance Code 2018 has ten
key principles and we set out on our website how we
apply those principles to our business, and more
detailed information is provided in these accounts.
We operate worldwide with a focus on emerging markets
and in a sector where discretion, professionalism and
confidentiality are essential. It is vitally important that we
maintain the highest standards of corporate conduct.
The Corporate Governance Report in this annual report
sets out the detailed steps that we undertake to ensure
that our standards, and those of our agents, can stand
any scrutiny by Government or other official bodies.
Corporate and Social Responsibility
As a Group, we take our corporate and social
responsibilities very seriously, particularly as we operate
in emerging markets and in some cases in areas of
poverty and deprivation. As highlighted in the Chief
Executives Report we are building on our environment,
social and governance strategies. I am proud of the
support and assistance we as a business provide in
many of the regions in which we operate, and I would
like to pay tribute to our employees and other individuals
and organisations for their generous support and
contributions to our registered charity, the Westminster
Group Foundation. We work with local partners and
other established charities to provide goods or services
for the relief of poverty or advancement of education or
healthcare making a difference to the lives of the local
communities in which we operate. For more information
or to donate please visit www.wg-foundation.org.
Employees and Board
Our overriding priority however is and has been the
safety and wellbeing of our people around the world
and to continue to provide a valuable service to our
customers. To those ends, we put in place various
precautionary measures, including cost reductions and
are undertaking regular risk assessments for all areas of
our business, and have put in place processes and safe
working practices, with a number of employees working
from home. We also utilised the UK furlough scheme
where appropriate.
In June 2021, Simon Barrell replaced Charles Cattaneo
as a Non-Executive Director and Chairman of the Audit
Committee. Simon’s wealth of experience gained from a
variety of business sectors, in particular working in AIM
quoted companies and serving on boards of growing and
successful companies, is of great value to our business
as we expand and deliver on our significant potential. He
has worked in groups in adjacent sectors who also serve
emerging markets. This gives him an understanding
which will be invaluable to Westminster in the next stage
of its growth.
“I am proud that the Group
is recognised globally
for its specialist security
and services expertise,
operating worldwide.”
After several years’ valuable service, Lady Patricia Lewis
(Patsy Baker) stepped down from her role as Non-
Executive Director as of 1 November 2021. To replace
her, we appointed Major General (Retired) Graham Binns,
CBE, DSO, MC. Graham is a highly decorated retired
British Army officer with over 10 years’ experience as a
senior board level executive in the commercial security
sector. He served as General Officer Commanding 1st
(UK) Armoured Division and then Commandant Joint
Services Command and Staff College, retiring in 2010.
He had previously commanded the 7th Armoured
Brigade (the Desert Rats) during Operation Telic 1 when
the brigade took Basra in southern Iraq. Following his
military career, Graham was recruited as Chief Executive
Officer of Aegis Defence Services Ltd. providing security
services to governments and major corporations
throughout the Middle East and Africa, with revenues
of £300m and a staff of over 3,000. Following the
acquisition of Aegis by GardaWorld, the world’s largest
privately owned security group with 122,000 employees
and a turnover of $3 billion, Graham served for several
years as Senior Managing Director of GardaWorld
International Protective Services, and more recently
as their senior advisor on strategic client relationships.
Both Lady Patricia Lewis and Charles Cattaneo
stepped down in order to spend more time on their
other commitments. I would like to thank them both for
their dedication and hard work over the past few years.
They made a positive contribution to the Group and
were valued board members.
I would finally like to extend my appreciation to our
investors for their continued support and to our strategic
investors who are bringing their expertise to help deliver
value for all.
Rt. Hon Sir Tony Baldry DL
Chairman
28 April 2022
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Strategic report
Chief
Executive
Officer’s
Report
Business Description
The Westminster Group is a global integrated security
services company delivering niche security solutions
and long-term managed services to high growth and
emerging markets around the world, with a particular
focus on long term recurring revenue^ business.
Our target customer base is primarily governments and
governmental agencies, critical infrastructure (such as
airports, ports & harbours, borders and power plants),
and large-scale commercial organisations worldwide.
We deliver our wide range of Land, Sea and Air solutions
and services through a number of operating companies
that are currently structured into two operating divisions,
Services and Technology, both primarily focused on
international business as follows:
Services Division
Focusing on long term (typically 10 – 25 years)
recurring revenue managed services contracts such
as the management and operation of security solutions
in airports, ports and other such facilities, together
with the provision of manpower, consultancy and
training services.
Technology Division
Focussing on providing advanced technology led
security solutions encompassing a wide range of
surveillance, detection, tracking, screening and
interception technologies to governments and
organisations worldwide.
In addition to providing our business with a broad range
of opportunities, these two divisions offer cost effective
dynamics and vertical integration with the Technology
Division providing vital infrastructure and complex
technology solutions and expertise to the Services
Division. This reduces both supplier exposure and
cost and provides us with increasing purchasing
power. Our Services Division provides a long-term
business platform to deliver other cost-effective
incremental services from the Group.
Peter Fowler
Chief Executive Officer
We have a successful track record of delivering a
wide range of solutions to governments and blue-chip
organisations around the world. Our reputation grows
with each new contract delivered - this in turn underpins
our strong brand and provides a platform from which we
can expand our business.
Overview
The defining aspect of 2021 was, of course, the ongoing
global impact of the Covid-19 pandemic, whilst one of the
main highlights of the year was the prestigious Queen’s
Award for Enterprise in recognition of Westminster’s
outstanding contribution to International Trade, which
recognised Westminster’s many achievements,
particularly given the challenges presented by the
global pandemic.
In January 2021, the UK entered its third national
lockdown from the ongoing Covid-19 pandemic, which
lasted until March 2021. Many areas of the world
similarly had ongoing travel restrictions, all of which
“We have a successful
track record of delivering
a wide range of solutions
to governments and blue-
chip organisations around
the world.”
^ This is an Alternative Performance Measure – refer to Note 2 of the financial statements for further details.
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impacted large parts of our business. However, with such
restrictions beginning to ease in Q2 2021, the expectation
was that we would see a recovery in H2 2021 and that
some of our delayed projects would once again begin
to come on stream. Ultimately, this was not to be the
case. With lockdowns and travel restrictions continuing in
many parts of the world, together with a lack of business
confidence causing many companies to defer capital
expenditure etc., exasperated by the Omicron variant
outbreak sweeping the world in the later part of the year,
the events materially impacted parts of our business for
the full year, with resultant reductions in revenues.
However, I am pleased to report that, despite parts of our
business being adversely impacted by lockdowns and
travel restrictions, the strength of our business model,
with multiple revenue streams from multiple sources
around the world, together with our global footprint has
meant that we were better placed than many companies
to deal with the numerous challenges created by the
Covid-19 pandemic and despite the challenges we did
manage to secure a number of notable achievements,
not least of which was the Queen’s Award for Enterprise
in recognition of Westminster’s outstanding contribution
to International Trade.
This prestigious award was formally presented by the
Lord Lieutenant of Oxfordshire, Sir Tim Stevenson CVO
OBE on behalf of Her Majesty the Queen, at an Award
Ceremony and Open Day at Westminster House on
Friday, 3 September 2021. The event proved to be a huge
success and was attended by over 100 guests including
many Ambassadors, High Commissioners, Embassy
staff and Government representatives from countries
around the world, as well as customers, partners, and
shareholders. In presenting the award Sir Tim Stevenson
said, “The Queen’s Award for Enterprise is not an easy
award to achieve, and Westminster’s performance has
been extraordinarily impressive demonstrating impressive
sales growth.”
The significance of this prestigious award is recognised
worldwide and is an indication of the growth and
momentum we have achieved with our world-wide
business over the past few years.
Given the ongoing worldwide impact of the global
Covid-19 pandemic, 2021 has been another challenging
year but a year in which we have still achieved a number
of successes to move our business forward and I am
proud of how our staff have pulled together and how we
have managed to navigate the crisis. We have continued
to keep our people safe, fully employed (utilising the
UK government’s furlough scheme where appropriate)
and maintained our global operations, albeit some on
reduced levels.
Notwithstanding the many challenges, we continued
to deliver important new business and develop new
opportunities, with parts of our business performing well
but with other parts, particularly Technology Division
sales, being materially impacted. The Services Division
increased revenues by 16% to £5.1m (2020: £4.4m),
despite still being impacted by Covid-19 travel and
lockdown restrictions which shows the value of this
division, particularly the long-term managed services,
as recovery gets underway. However, the Technology
Division revenues reduced to £2.0m (2020: £5.6m).
This was largely due to a lack of business confidence
and uncertainty through the Covid-19 pandemic and a
reluctance from many companies to commit to capital
expenditure resulting in a number of expected contract
awards being delayed and the ensuing revenues being
delayed.
We have continued to deliver on business opportunities
and, in 2021, we supplied goods and service to 60
countries around the world, including some notable
contract wins. We have continued to invest in our
worldwide business development programmes in order
to deliver on our growth potential, particularly in our long-
term major managed services projects.
“The Queen’s Award for
Enterprise is not an easy
award to achieve, and
Westminster’s performance
has been extraordinarily
impressive demonstrating
impressive sales growth.”
SIR TIM STEVENSON
Divisional Review
Services Division
Our Services Division has performed well and delivered
some notable achievements in the period.
In our 2020 Annual Report, we stated one of our key
goals for 2021 was to secure at least one more long-term
managed services contract and in that respect, I am
delighted that we have secured two significant new
long-term contract wins.
On 15 June 2021, we signed a 20-year manged services
contract to provide security services to 5 airports in
the Democratic Republic of the Congo (“DRC”), Central
Africa. The contract is subject to a formal ratification
process and whilst this process has taken far longer than
anticipated, largely due to the client’s internal procedures,
the contract is an exciting development for the company.
There is considerable pressure on the airport authority to
conclude this process and we expect this to be finalised
by Q4 this year. Once the process is completed, it will not
only deliver meaningful long-term revenues but means
we will have established an important presence in a new
region of Africa.
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Strategic report
Chief Executive Officer’s Report
In addition, on 16 June 2021, we further announced
that we had signed another long-term managed service
contract to provide port screening services in West
Africa for the next 10+ years. We had been pursuing
and developing this opportunity for several years and it
is another important win for the Company that further
extends our global footprint and profile in the port
screening sector. The majority of preliminary works
required at the port, such as acquisition of the required
land for the port security operations and export licencing
requirements, have now largely been completed and
we anticipate revenues from this long-term project will
commence in H2 2022.
Furthermore, in early July, we announced that we
had been awarded yet another high-profile contract
to supply security services to help protect the historic
Royal Palace and Fortress of the Tower of London.
Security of such a landmark building, which is open
to the public, is paramount and Westminster has been
contracted to provide, inter alia, professional security
services to the pedestrian and vehicular entrances.
These important new contract wins demonstrate our
global reach but, as we have stated on a number of
occasions, that large-scale projects such as these do
take time to develop and negotiate and in securing such
contracts, we equally demonstrate that we have the skills
and resources required to successfully deliver on such
opportunities. Together these new contracts alone will
add, once fully operational, several million pounds to our
annual revenues and together with our other managed
services and recurring revenue contracts, underpin
confidence in our future forecasts and growth.
In addition to these important new contracts, we are
encouraged in the recovery and growth of our existing
operations during the latter part of 2021 as the worst of
the Covid-19 challenges are hopefully put behind us.
Our West African Airport managed services operation
which, like aviation across the world, had been severely
impacted by lockdowns and travel restrictions but
encouragingly has seen a strong bounce back through
2021. In January 2021, we were running at 39% of the
pre-Covid-19 pandemic 2019 levels but, by the end of
the year in December 2021, we were running at around
84% of pre-pandemic levels and I am pleased to say this
trend has continued into 2022 with the first few months
of the year ahead of budget expectations and nearing
pre-pandemic levels.
Our port managed services operations in Ghana have
not been materially affected by Covid-19 and continue
to perform well. The 4th berth became operational in
late 2021 and we expect to see further growth with this
important project.
Both our guarding and training businesses were heavily
impacted by Covid-19 lockdowns and travel restrictions,
but we are encouraged by the recovery we are seeing
in both businesses, and we expect this to continue
into 2022 as travel restrictions around the world
continue to ease.
Our guarding business has already secured important
new business in 2021 that will benefit future years
and we are currently pursuing a number of interesting
new opportunities which could see revenues from this
business increase dramatically.
We are also pleased to see our training business securing
new contracts from governments and organisations
and is now operating ahead of budget. The global
Covid-19 pandemic has demonstrated the importance
of distance and online training and the strategic decision
we took some time ago to invest in building an online
training capability, both in house and through strategic
partnerships, will prove to be very beneficial and we
expect this part of our business to continue to grow.
“We are also pleased to see our
training business securing new
contracts from governments
and organisations and is now
operating ahead of budget.”
As the pandemic impacted parts of our business, we
continued to develop new opportunities and initiatives
such as our partnership with Certific in its Covid-19
testing programme for which Westminster is providing
verification services. This new initiative delivered six
figure revenues in 2021 although, as the requirements
for Covid-19 testing reduce, we anticipate this service
will cease to be material going forward.
Overall, in 2021, the Services Division revenue achieved
around 60% of pre-pandemic revenues and due to the
operational gearing of these projects, most of the 40%
lost revenues would have flowed through to the bottom
line and in turn would have materially improved the
performance for the year.
Technology Division
We continue to experience healthy enquiry levels and
during 2021 have secured orders for our products and
services from 60 countries around the world, although
effects of Covid-19, including travel restrictions, have
caused some delays in delivery.
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“The Queen’s Award for
Enterprise is not an easy
award to achieve, and
Westminster’s performance
has been extraordinarily
impressive demonstrating
impressive sales growth.”
LORD LIEUTENANT OF OXFORDSHIRE,
SIR TIM STEVENSON CVO OBE
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Strategic report
Chief Executive Officer’s Report
The caution on spending by many companies during
2020 continued into 2021 which meant that purchasing
decisions regarding some of our larger technology
project opportunities have been deferred. We are
encouraged however that several of these opportunities
are once again beginning to move forward.
An example of such delayed projects was the
$1.7m airport security contract for two airports in
Southeast Africa, which we announced in December
2021. This contract, which is being funded by the
European Investment Bank, was expected to be
announced in early 2021 after a lengthy international
competitive tender process and involves the upgrading
of security equipment, including new x-ray screening
and metal detection equipment, an advanced CCTV
surveillance system and new control and command
centres at both airports. Had the contract been awarded,
as expected in 2021, it would have been completed that
year, however, it is now expected to be undertaken and
completed in 2022.
“The caution on spending
by many companies during
2020 continued into 2021
which meant that purchasing
decisions regarding some of
our larger technology project
opportunities have been
deferred.”
In the UK, we were pleased to report the Palace of
Westminster contract, however it is another project that
suffered delays due to the Covid-19 pandemic. It was
initially secured in 2020 but could not be started until
later in 2021. The project was successfully completed
in early 2022 and we are already in discussions
regarding extensions to this project.
As previously advised, we have been working on the
establishment of Westminster Arabia in the Kingdom of
Saudi Arabia jointly with our partners Hazar International
and this process, which had been delayed by various
lockdowns and restrictions. I am delighted to report
that this has now been completed and we expect Saudi
Arabia to be an important contributor to future revenues
with some substantial project opportunism already being
discussed and pursued.
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Our German subsidiary, situated to the Southeast of
Munich, is focussed on supplying security technology and
solutions to the European market. Post Brexit the business
is particularly well positioned to serve the Group’s EU
clients. The team has secured a number of important
new clients including US military bases and is developing
substantial business opportunities in the region.
In addition, a key project opportunity for the team is
the 15 year, €24 million per annum contract for airport
security at Tehran International Airport in Iran, which was
signed, with the full support of the British Government,
in 2019 but was put on hold when President Trump
unilaterally withdrew from JCPOA. We are closely
monitoring geo-political events with regards to the US
and Iran regarding the JCPOA agreement. We remain in
close contact with our partners and the UK Government
regarding current talks regarding resumption of the
JCPOA agreement and potential outcomes. Should
circumstances change and US and international
sanctions, including banking, be lifted, there remains
an opportunity for our German office to revisit this
prospect and other opportunities.
Our French business, Euro Ops, which we acquired in
May 2019, continues to be a valuable strategic addition
to the Group. The company provides aviation focussed
services such as humanitarian flights and logistics,
emergency flights, flight operations, charter and storage
management. The company has not only brought new
skills, services and revenues to the Group but provides
greatly improved access to Francophone countries for
the wider Group services, with some interesting project
opportunities being pursued. Our DRC contract was
secured as a direct result of this enhanced access to
Francophone countries and is just one of several such
opportunities in the region we are pursuing.
Summary
On a wider front, despite all the challenges we continued
to face in 2021, we have continued to progress various
existing and new large-scale managed services project
opportunities around the world which can and will
provide step changes in growth when secured. No
two opportunities are the same and each can have
their own idiosyncrasies and challenges. As we have
previously advised, project opportunities of this size
and nature, particularly in emerging markets, are not
only time-consuming and involve complex negotiations
with numerous commercial and political bodies, but
discussions can ebb and flow over many months, with
periods of intense activity which can be followed by long
periods of inactivity. This has been particularly the case
with the added disruption of the Covid-19 pandemic.
It is however precisely because of such challenges
that competition is limited and the opportunities offer
transformational growth opportunities.
Whilst there is never certainty as to timing or outcome
of the many project opportunities we are pursuing, we
are making progress on a number of fronts, and we will
provide market updates on material developments when
appropriate and in line with our regulatory responsibilities.
In summary, despite the ongoing challenges created by
Covid-19, and in some cases because of it, 2021 was a
busy year and whilst our results for the year have been
impacted by lockdowns, travel restrictions and lack of
business confidence around the world, we continued to
make progress on a number of fronts, and it was pleasing
that some of our achievements were recognised by the
Queen’s Award. We continued to deliver on business
opportunities and during the year supplied goods and
services to countries around the world, including some
notable contract wins. We have continued to invest in our
worldwide business development programmes in order
to deliver on our growth potential, particularly in our
long-term major managed services projects. The benefits
from these achievements will begin to be seen in 2022
and beyond and the Board and I remain excited by our
growth prospects.
Strategy
Our vision is to build a global business with strong brand
recognition delivering advanced security solutions and
long-term managed services, on Land, at Sea and in
the Air, primarily to high growth and emerging markets
around the world, with a particular focus on building
multiple revenue streams, many of which involve long
term recurring revenue business, from diverse sources
in varying parts of the world, providing a degree of
resilience to external events and enhancing shareholder
value. The value of this strategy has been demonstrated
during the Covid-19 pandemic where Westminster has
been able to maintain and grow revenues from parts
of the business helping to offset reductions in other
parts, such as its airport security, training and guarding
businesses, all of which were materially impacted by the
Covid-19 pandemic.
The Board considers strategy at each regular Board
Meeting and has at least one ‘off-site’ strategy day each
year to review the Company’s rolling five-year Strategic
Growth Plan and to consider new short-, medium- and
long-term strategies that could be implemented to
achieve our goals and to deal with changing global
and economic issues.
The last two years of the global Covid-19 pandemic have
demonstrated the challenges and impact global events
can have on businesses and our flexible and proactive
approach to strategy has helped us mitigate some of
the adverse impacts on our business. For example, in
2020, we took early action to stock up with and market
“We have continued to
invest in our worldwide
business development
programmes in order to
deliver on our growth
potential, particularly in our
long-term major managed
services projects.”
suitable products and systems, such as fever screening
and sanitisation systems, greatly increasing our sales in
this respect helping to offset other impacted areas of the
business. In 2021, whilst demand for fever screening and
certain other Covid-19 related products diminished, our
strategic alliances in the field of Covid-19 testing systems
also proved a valuable new revenue stream offsetting
reduction elsewhere.
Covid-19 is of course not the first and will not be the last
external challenge for which we need to have strategies
in place to deal with. In 2014, the world experienced
the West African Ebola outbreak which caused huge
problems for the region, and now, in 2022, the Russian
invasion of Ukraine has world-wide implications. I am
confident the strategies we have now and will further put
in place, together with our diverse business model, will
help us not only manage the challenges but seek new
opportunities from them.
Whilst we still believe that the opportunities we have
been developing, primarily in emerging and high growth
markets, are what will deliver exponential growth over
the next few years, these can and do take time to
develop and as we have seen, can be disproportionately
impacted by global, regional and local events.
Accordingly, one of the strategies we are now developing
is to balance some of that risk by building more core
business in the UK and developed world areas. We have
made a good start with prestigious contracts such as
the Tower of London, Palace of Westminster, Scottish
Parliament, HM Prisons, UK Border force, and we will
be looking to materially increase such business through
2022 and beyond.
One initiative we are pursuing regarding building our
UK business relates to the forthcoming new legislation
in the UK, Protect Duty. Protect Duty was born out of
Martyn’s Law, named after Martyn Hett, who at 29 years
was killed in the Manchester Arena terrorist attack in
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Strategic report
Chief Executive Officer’s Report
May 2017. Martyn’s mother, Figen Murry, has been a
tireless campaigner and the force behind Protect Duty,
formally Martyn’s Law legislation that will require many
businesses giving access to the general public, to
formally assess and take measures to address
terrorism risks for the first time.
Protect Duty is set to have a profound and lasting
effect on security provision in the UK – encompassing
Publicly Accessible Locations (PALs) and requiring them
to actively protect visitors and staff. The Home Office
estimates that 650,000 UK businesses could be affected
by Protect Duty, and this offers substantial business
opportunities for Westminster’s extensive portfolio of
products and services. The Westminster Group has
been working on this opportunity for over a year, in
collaboration with a number of stakeholders, including
public figures, magazines, industry experts and the
police, in readiness for the upcoming legislation and
can not only provide support and consultancy to assist
venues understand the requirements but can provide all
the equipment, training and support services required.
As part of our strategy for growth, we will also continue to
improve and enhance our Board and senior management
team and have made a number of key appointments
broadening our range of experience and expertise. If we
are to maximise the substantial growth opportunities we
are developing, particularly with our managed services
operations, it is essential we have the right strategies,
people, processes and systems in place to successfully
deliver such growth.
Given budget constraints for many companies resulting
from the global Covid-19 pandemic, another strategy we
are exploring is with debt funding and leasing providers
to transition large scale projects from a ‘capital’ purchase
to a longer term, 5+ years, revenue model, which
would also include maintenance and training, along
with value-add services such as Big Data acquisition
for applications such as border crossings. Given that
some of these project opportunities can be multi-million
dollars in value, we believe that this model brings added
value which sets us apart from the competition and will
be attractive to many potential clients; indeed, we are
already in discussions with a few government bodies on
this basis. With large scale projects such as these, there
is never certainty of outcome or timing, but we are very
optimistic this initiative will lead to material and additional
long-term revenues.
Whilst we continue to pursue our many organic
growth opportunities, we continue to identify potential
acquisitions and strategic joint ventures (JVs) in key
markets and regions, and we believe that this strategy
will enable the Company to expand its sphere of
operations in a controlled and effective way.
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| WESTMINSTER GROUP PLC
The challenges of the last two years have
impacted our performance against our stated
goals and accordingly, the Board has reset its
key goals for 2022 as:
1.
2.
3.
Improve ratio of enquiries received/
quotations issued by number and
quotations issued/orders received by
value;
Increase product portfolio and sales
achieved;
Increase sales in the UK and other
first world countries;
4. Secure at least one more long-term
managed services contract;
5. Deliver another year of significant
recurring revenue growth;
6. Deliver a material improvement in
revenue and a move to profitability;
7. Deliver a sustained and material
improvement in our share price;
8. Develop a more formal and structured
Environment, Social, and Governance
(ESG) strategy;
9.
Instigate an Investors in People
programme; and
10. Deliver on Market Expectations.
Environment, Social, and Governance (ESG)
Strategy
The Westminster Group takes its corporate and social
responsibilities very seriously and recognises that
sustainability across our various business sectors is
important to us and our future growth, important to our
shareholders and wider stakeholders. In this respect,
one of our key goals for 2022 is to develop our existing
corporate social responsibility and governance activities
into a more formal and focussed ESG strategy.
The various ways in which we currently monitor and
undertake governance, including environmental and
social responsibilities of our business, are laid out in
the Corporate Governance Report on pages 30-39
of this annual report.
Our people are our most valued asset, and we recognise
that a happy and motivated workforce is important. We
are an equal opportunities employer and endeavour to
treat all our staff, equally, fairly and to assist them reach
their maximum potential. We do this by having structured
systems to support staff in their job roles and in providing
training programmes to improve their skills. We hold
regular meetings and appraisals with staff and welcome
input and feedback suggestions.
We provide flexible working arrangements, including
home working where possible. We provide free fruit
and refreshments, allow gym time to help keep our staff
healthy and provide medical support where appropriate.
We organise team building and social events across
our business units (although this has been challenging
over the past 2 years). We are looking to implement an
Investors in People programme.
We take our social responsibilities very seriously
including supporting the communities in which we
operate and, in this respect, have our own registered
charity – the Westminster Group Foundation –
see here www.wg-foundation.org
Equally, we take our environmental responsibilities
seriously and look to minimise our carbon footprint,
for example by use of electric vehicles where possible.
As an international business, travel has always featured
heavily in our business activities. One thing the lockdown
has demonstrated is that some of this travel can be
replaced by remote meetings and conference by systems
such as Microsoft Teams and Zoom, which has now
become commonplace and far more accepted across
the world. Accordingly, as the pandemic subsides, we
intend to focus, where possible, of reducing travel by
continuing with remote meetings. Where international
travel is still necessary, we are investigating carbon
offset programmes. We are also working towards
ISO 14001 Environmental Management (EMS).
Performance Indicators
The Group constantly monitors various key performance
indicators for factors affecting the overall performance. At
Group level, the revenues and gross margin are monitored
to give a constant view of the Group’s operational
performance. A key focus for the Group is in building its
recurring revenue base from contracted income relating
to its managed services projects, our maintenance
and guarding contracts and this is a key metric being
monitored. As employment costs are the single largest
cost base for the Group, the number of employees and
employee costs are also monitored to ensure best use of
resources. Day’s sales outstanding is used to measure
the cash conversion of revenue and identifies debtor aging
issues this has returned to more normal levels following an
unusually low 2020 year end position.
“Our people are our most
valued asset, and we
recognise that a happy and
motivated workforce is
important. We are an equal
opportunities employer and
endeavour to treat all our
staff, equally, fairly and
to assist them reach their
maximum potential.”
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Strategic report
Chief Executive Officer’s Report
The Services Division measures its performance in the
four key areas of its deliverables – passengers served
in its airport operations, vehicles and containers served
in its port and border operations, the number of days
training delivered by our training businesses and the
number of guarding hours delivered by our guarding
businesses.
The Technology Division measures its sales activity by
reference to the number of enquiries received per month
and the number of orders received. The number of
countries and number of return customers are monitored
to give a view on the performance of the division. It
is pleasing that we are seeing higher levels of return
customers even though overall market activity is down
due primarily to the uncertainty caused by the pandemic.
Current Trading & Business Outlook
The outlook for 2022 is looking positive as the worst
impact of the global Covid-19 pandemic recedes and
travel restrictions are lifted in many areas, although we
remain mindful that global outlook remains uncertain,
not least with the Russian invasion of Ukraine.
Building on 2021’s Covid impacted revenues, we are
targeting a number of incremental revenue growth
opportunities and anticipate increases in our various
services, solutions and product sales revenue streams.
We are targeting growth in product sales (£2.5-£3.5m),
solution sales (£3.5m-£4.5m), existing services
(3.5m-£4.5m) and new services (£5.5-£6.5m). These
growth targets are based on the recovery and growth
we are seeing in our various business sectors as
shown below.
We are encouraged to see our West African airport
operations have recovered strongly ahead of
expectations. The recovery we saw in the latter part
of 2021 has continued into 2022 and we start the year
nearing pre-pandemic levels and with March 2022
passengers exceeding pre-pandemic levels, being
the highest March volume ever.
“The outlook for 2022 is
looking positive as the worst
impact of the global Covid-19
pandemic recedes and travel
restrictions are lifted in
many areas.”
Group
Revenue
Gross Margin
Recurring Revenues
Days Sales Outstanding
Number of Employees
Average Employee Cost Per Head
Managed Services
Passengers Served (‘000)
Vehicles/Containers Served (‘000)
Training Hours Delivered
Guarding Hours Delivered
Technology Division
Average Enquiries Per Month
Average Number of Orders Per Month
Number of Countries Supplied
Number of Return Customers
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
2021
£7.1m
46%
£5.4m
57
241
£18,129
2021
77
1,090
1,136
29,677
2021
293
37
60
242
2020
£9.9m
40%
£4.5m
19
239
£16,264
2020
51
1,003
1,520
38,962
2020
356
54
78
70
Our Ghana port security operations continue to generate
healthy revenues and with the fourth berth having come
on stream at the end of 2021 we expect this to continue,
which demonstrates the value of this long-term managed
services contract. In addition, our business in Ghana is
growing and we are now securing other important new
business in the country and are pleased to be the Gold
Sponsors of the Queen’s Platinum Birthday Celebration
in Ghana on 26 April 2022 organised by the British High
Commission, which will be a high-profile event and an
excellent opportunity to expand our profile.
Due to the delays we have encountered with the
DRC ratification process, we now expect revenues will
commence in Q4 2022, although given the momentum
we are seeing elsewhere in the business we do not
anticipate this will have a material impact on market
expectations.
The logistics, licencing and planning phase of our
new 10 year West African port project secured in
2021 is nearing completion and the operational phase
is expected to begin in H2 2022.
Our guarding and training businesses continue to
recover from the impact of lockdowns and travel
restrictions and both businesses are not only delivering
on existing contracts, such as the Tower of London,
but also winning important new business.
We continue to receive a healthy flow of enquiries for our
products and services and are already seeing improved
product sales and in the first quarter of 2022, we have
already supplied goods and services to 31 countries.
Over the past couple of years, we have not seen any
large-scale solution sales due to the economic impact
of Covid-19, however we are now once again seeing
movement in a number of the large-scale opportunities
we have been pursuing and, in this respect, the
$1.7m contract for security solutions at two airports
in Southeast Africa, we secured at the end of 2021,
and which will be fully delivered in 2022 is an
encouraging example.
We are pleased to have successfully completed in
Q1 2022 the installation phase of the Palace of
Westminster contract and for which we are now
providing maintenance services and we are already
in discussions on other matters and extensions.
We are pleased to report that Westminster Arabia is
now finally established and together with our local
partners, Hazar we are working on a number of
exciting project opportunities, and we fully expect
to see Westminster Arabia provide a material
contribution to our 2022 revenues.
We continue to invest in our worldwide business
development programmes in order to deliver on our
growth potential, particularly in our long-term major
managed services projects and our expectation is
that we will secure at least one more long-term
managed services contract in 2022 with the potential
to secure more.
The foregoing, outlining the recovery we are seeing in
existing revenue streams and new contracts, together
with our business model and the opportunities we have
been developing over the years, despite the challenges
and setbacks we have experienced from the global
Covid-19 pandemic, underpin our confidence for
the future growth of our business. Whilst there is still
uncertainty in the world, particularly with evolving global
events, we remain optimistic that we can meet 2022
financial year market expectations.
Peter Fowler
Chief Executive Officer
28 April 2022
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| WESTMINSTER GROUP PLC
|
17
Strategic report
Chief
Financial
Officer’s
Report
Revenue
2021 revenues of approximately £7.1m (2020: £9.9m)
reduced on 2020 levels because we suffered a full year of
Covid-19 pandemic trading (2020 was 9 months) without
the benefit of a surge in fever detection sales, which
happened in 2020. Projects continued to be delayed
awaiting confidence that the world was returning back to
more normal times.
Services revenues increased by 17% to over £5.0m
(2020: £4.4m), despite being impacted by Covid-19
travel and lockdown restrictions. This was partly as
a result of a strong bounce back of our West African
Airport passenger levels during the year. In January
2021, we were running at 39% of the pre-pandemic 2019
passenger numbers but by December 2021, we were
close to 84%. This improvement has continued into 2022,
reaching just over 100% of 2019 in Q1 2022.
Westminster’s Technology Division revenues reduced
to £2.0m (2020: £5.6m). This was largely due to a lack
of business confidence and uncertainty through the
pandemic and a reluctance from many companies to
commit to capital expenditure resulting in a number of
expected contract awards being delayed.
Reconciliation to EBITDA^ from underlying operations
Loss from operations
Depreciation, amortisation and impairment charges
Reported EBITDA
Share based expense
Exceptional items
EBITDA^ from operations
^ This is an Alternative Performance Measure refer to Note 2 for further details.
18
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Mark L W Hughes
Chief Financial Officer
Gross Margin
The higher margin Services Division sales dominated the
Company’s 2021 revenue, increasing the Gross Margin
Percent to 46% (2020: 40%). Another reason for the
increase in the Gross Margin for 2021 was the lack of
large solutions sales which typically operate at a lower
margin level of approximately 15%. Thus, we had a better
margin mix.
Operating Cost Base
Group administrative costs increased to £5.2m (2020:
£4.7m) in total. When the Covid-19 pandemic began,
the Group made redundancies and other cost cuts. In
2021 continuing into 2022, we are “building back better”,
increasing our sales force to be ready to take advantage
of the expected pent-up demand. However, the long lead
time on our sales cycle means that this investment will
2021
£,000
(1,917)
244
(1,673)
-
-
2020
£,000
(744)
225
(519)
-
-
(1,673)
(519)
not fully bear fruit until 2022 and beyond. We
also benefited from more government furlough
support in 2020.
We have taken advantage of the UK Government
furlough scheme, receiving £141,000 in 2021, which
is less than 2020 (£214,000). This has meant that we
were able to keep key staff such as trainers employed
who had no work due to lockdowns and other
restrictions imposed.
Effect of Covid-19
Whilst Westminster has mitigated certain effects of the
Covid-19 pandemic due to its multi revenue stream
business model and early action taken by management
to plan for the crisis, there is no doubt that Covid-19
did have a significant impact on the business and the
performance in 2021.
Operational EBITDA^ from underlying continuing
and discontinued operations
The Group’s loss from operations was £1.9m (2020:
£0.7m). When adjusted for the exceptional and non-
cash items and depreciation and amortisation, as set
out below, the Group recorded an EBITDA^ loss from
underlying continuing and discontinued operations of
£1.67m (2020: £0.52m loss).
Finance Costs
Total finance costs for 2021 were £0.0m (2020: £0.0m),
because the Group has remained debt free other than
the debt imputed from leased assets under IFRS 16.
There was an underlying cash charge of £0.0m
(2020: £0.3m).
Result for the Year
The Group loss before taxation was £1.9m (2020: Loss
before tax of £0.8m) and the loss per share was 0.62p
(2020: Loss per share of 0.45p).
Statement of Financial Position
The Group’s gross assets amounted to £9.3m on 31
December 2021 compared with £9.5m on 31 December
2020. The main movement was a reduction in cash
offsetting a £1.6m increase in working capital and
funding the losses.
The Group’s net current assets amounted to £5.3m on
31 December 2021 (2020: £5.4m) for the same reasons
as the change in total Group assets.
The Group’s trade and other receivables balance as at
31 December 2021 was £3.7m (2020: £2.4m). Average
days sales outstanding at the year-end were 57 (2020:
19). This represents a return to more normal levels of
debtor days.
Cash and cash equivalents were £0.9m at 31 December
2021 compared with £2.1m at 31 December 2020. The
decrease is mainly due to losses and an unfavourable
movement in working capital.
Trade and other payables were £1.8m (2020: £2.3m)
and average creditor days were 43 (2020: 50).
A deferred tax asset of £1.0m (2020: £1.0m) was held
at the year end.
Total equity on 31 December 2021 stood at a surplus
of £7.5m (2020: £7.1m).
Key Performance Indicators
The Key Performance Indicators by which we measure
performance of our business are set out in the Chief
Executive Officer’s Report on page 16.
Convertible Loan Notes (CLN) and Convertible Unsecured Loan Notes (CULN)
Summary of movements in loan
notes at principal value £’000
At 1 January
Fair Value adjustment on Conversion/
Repayment
Conversion
Repaid
At 31 December
2021
CULN
2021
CLN
2021
Total
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2020
2020
2020
CULN
171
19
-
CLN
2,245
Total
2,416
-
19
(213)
(213)
(190)
(2,032)
(2,222)
-
-
-
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
19
Strategic report
Chief Financial Officer’s Report
Equity Issues
Date
Type
Number of Shares
Price per share (p)
Funds Raised £’000
18 June 2021
Equity placing
22 October 2021
Warrant Redemption
43,859,649
127,500
43,987,149
5.7
7
2,500
9
2,509
Summary of Warrants
As at 31 December 2021 the warrants outstanding were:
Number
Holder
Strike Price (p)
Issued
Life (years)
Vesting Criteria
170,455
S P Angel
3,499,222
RiverFort
24,872,500
Various Holders
22.0
5.2
7.0
31 January 2018
21 January 2020
22 December 2020
5
4
2
At grant
6 months after grant: - detachable
At grant: - detachable
127,500 of the 7p warrants issued on 22 December 2020 were exercised in October 2021.
For further details on warrants, refer to Note 21 pages 101-103.
Capital Reduction
At the AGM on 24 June 2021, the Shareholders voted to approve reduction of capital. This was subsequently ratified
by court order in November 2021.
The reduction of capital involved a cancellation of the deferred shares, cancellation of the share premium account,
capitalisation and immediate cancellation thereafter of the share merger reserve account which then enabled the
creation of distributable reserves in order to enhance the Company’s ability to pay dividends and/or to make other
forms of distributions to its shareholders in the future.
Capital Reduction
Deferred Shares Cancelation
Share Premium Cancelation
Merger Reserve Cancelation
Distributable Reserves
£,000
15,991
16,355
300
32,646
^ This is an Alternative Performance Measure refer to Note 2 for further details.
20
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Prior Year Adjustment
The 2021 financial statements include restated balances
for both 2020 and 2019. A prior year adjustment has
been made in respect of the minority interest in a Sierra
Leonean subsidiary, Facilities Operations Management
Limited, which had erroneously been recorded as being
90% owned but investigations have revealed that it
is wholly owned by the group. Note 28 identifies the
changes from the signed financial statements of 2020
and 2019 to the restated balances in these financial
statements.
Cash Flow Statement
During the year, the Group had an operating cash outflow
of £3.3m (2020: outflow £1.9m) which arose from the
loss and an unfavourable working capital movement of
£1.6m (2020: £1.0m) which was primarily an increase in
receivables and investment in the new projects.
During the year, the Group raised £2.51m gross from the
issue of new equity (2020: £6.96m).
Reconciliation from adjusted EBITDA^ to normalised operating cash flow
Adjusted EBITDA^
Net changes in working capital
Movement on tax
Net Cash used in underlying operating activities
2021
£,000
(1,673)
(1,632)
(11)
(3,316)
2020
£,000
(519)
(1,033)
31
(1,521)
Net cash used in underlying operating activities is
presented excluding exceptional items, share options
expense, and depreciation and amortisation.
Events after the Reporting Period
These are fully set out in note 29 on page 111.
Principle risks and uncertainties
The principal risk and uncertainties facing the Group are
outlined on pages 22– 27.
Going Concern
The assessment of Going Concern is summarised in the
Directors’ Report on page 61.
Mark L W Hughes
Chief Financial Officer
28 April 2022
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Strategic report
Risk Management
Risk Management
Westminster, as a specialist security and managed
services group operating in an international environment,
primarily emerging markets, is exposed to a variety of risks
and uncertainties which are monitored and controlled by
the Group’s internal risk management framework.
Overall responsibility for risk management lies with
the Board who ensure that risk awareness is set at an
appropriate level.
To ensure that risk awareness is set at an appropriate
level the Board has delegated responsibility for the risk
identification and assessment to a Risk Committee
comprising of Executive Directors and Senior
Management.
The Risk Committee is responsible for identifying risks,
defining the Group’s risk management strategy and
maintaining the Group’s Risk Register.
The Risk Committee liaises with Divisional Management
to help identify operational and commercial risks and
to ensure Divisional Management undertake agreed
mitigation strategies.
The Risk Committee reports to the Audit Committee
and the Audit Committee is responsible for reviewing
the adequacy and effectiveness of the Group’s risk
management systems and the Risk Register.
The Chairman of the Audit Committee reports to the
Board on risks and risk management.
The Board reviews the Audit Committee reports on a
regular basis and considers whether the Risk Management
Committee has appropriately identified the principal risks
and mitigation strategies to which the Group is exposed.
The Board monitors the Group’s risk management
systems through this consultation and also through the
Group’s divisional monthly management meetings, where
at least two executive Directors are present. The risks and
trends are a focus of each division’s monthly management
meeting, where their performance is also assessed
against budget, forecast and prior year. In addition,
key performance indicators are used to benchmark
operational performance for all operations.
While it is acknowledged that the Group faces a variety
of risks, the Board, through the processes set out above,
has identified the principal risks and uncertainties that
could potentially impact upon the Group’s short to
medium term strategic goals and these are shown
below, together with how we manage or mitigate them:
22
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Risk Management
Responsibilities and
Reporting Structure
The Board
Overall Responsibility for Risk Management
Audit Committee
Reviews the effectiveness of the Group’s Risk
Management System, the Risk Register and
audit arrangements
Risk Management Committee
Identifies risks, defines risk management strategy
and maintains the Group’s Risk Register
Divisional Management
Assist the Risk Management Committee identify
risks and implements mitigation strategies
Risk Management Committee
Committee Membership
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 24 March 2022 and can
be viewed on the Corporate Governance section of the
Company’s website (www.wsg-corporate.com).
The Terms of Reference are reviewed by the Board
annually and amended where appropriate.
The current Risk Management Committee members are:
• Peter Fowler (Group CEO) (Chair)
• Mark Hughes (Group CFO)
• Stuart Fowler (Group COO)
The Committee will be appointed by the Board and
should be a balance of executive directors and senior
management.
• Roger Worrall (Group Company Secretary)
• Joanna Fowler (Head of Services Division)
The purpose of the Risk Management Committee
(the “Committee”) is to perform centralised oversight
and policy setting of risk management activities and
to provide communication to the Audit and Risk
Committee which communicates with the Board of
Directors (the “Board”) of the Westminster Group (the
Company) regarding important risks and related risk
management activities. The Committee’s key areas of
responsibility are:
• Oversight of risk;
• Adherence to internal risk management policies and
procedures;
• Hamish Russell (General Manager Technology
Division)
The Board considers that the committee as a whole
has an appropriate and experienced blend of
commercial, financial and industry expertise to
enable it to fulfil its duties.
The principal risks and uncertainties which could have a
material impact on the Group’s business, performance
or reputation are set out below. The principal risks are
identified by the Risk Management Committee based on
the likelihood of occurrence and the potential impact on
the Group as a whole.
• Compliance with risk-related regulatory requirements;
• External risk assessments in relation to the Company’s
international business; and
In addition to the risks disclosed below, the Risk
Management Committee monitors and manages a wide
range of other risks to which the Group may be exposed.
• Maintenance of the Group’s Risk Register.
The Committee monitors the Group’s risk management
and internal control processes through detailed
discussions with management and executive directors,
the review and approval of the reports and position
papers which focus on the areas of greatest risk to
the Group.
As part of its standing schedule of business, the
committee carried out an annual risk assessment of
the business to formally identify the key risks facing the
Group. Full details of this risk assessment and the key
risks identified are set out in the Risk & Risk Management
section of this Annual Report on pages 22 to 27.
Risk Flags
Likelihood
Impact
Unlikely
Will have an impact but easily
dealt with
Possible
Impact will be moderate but
may cause some difficulties
Expected
Major impact which could
result in a material adverse
effect on the Group and / or
its stakeholders
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Strategic report
Risk Management
Macro-economic Risks
Material Government Action
Likelihood
Impact
Risk
Mitigation Strategy
The Group operates in emerging and frontier markets and
could be exposed to the political, geographic and economic
risks of such territories:
• Arbitrary action by governments or governmental entities
disrupting operations, cancelling contracts, unfair calling
of bonds or other direct interference.
• Changes in governmental policy around environment,
trade, investment or foreign policy could adversely affect
the Groups operations.
• Develop strong relationships with trade bodies and industry
partners.
• Develop and maintain relationship with local embassies.
• Use local advisors and partners where possible.
• Use insurances where possible to provide cover.
• Work to ensure that the Group’s activities are not significantly
concentrated in any one individual customer or territory.
• Develop and maintain links with governments in project
War & Terrorism
Risk
territories.
Mitigation Strategy
Likelihood
Impact
There is an ever-present risk of war or terrorism around the
world which is both an opportunity and risk for the Group:
• Ensure staff are adequately trained for and informed of the risks
surrounding their role in the Group’s operations.
• Terrorist explosives planted in luggage or smuggled
• Adopt additional technologies such as AI to enhance our
through Airport/Port secured by Westminster.
detection capabilities.
• War or Terrorist event anywhere around the world can
have adverse effects on global trade and travel and
which would therefore affect the Groups operations.
• Adopt a code of conduct for staff in relation to their actions
whilst at work and on deployment overseas.
• Use multiple brands in across the business to reduce exposure
to reputational damage.
• Ensure regular risk assessments are undertaken for major
projects and that mitigation actions are in place.
• Maintain an incident response plan for all major projects.
• Source independent reports of project country status.
Physical / Staff Risks
Staff Incident
Risk
Mitigation Strategy
Likelihood
Impact
We operate in often physically challenging locations that
present a range of risk for our staff:
• Adopt policies/code of conduct for staff in relation to their
actions whilst at work and on deployment overseas.
• Medical Emergencies such as Typhoid and Malaria etc.
• Undertake regular health and safety reviews.
• Accidents at work or whilst on assignment in a country.
• Maintain insurance cover including medical evacuation
• Personal Security from the threats of theft,
and other risks.
attack or kidnap etc.
•
Incidents whilst travelling.
• Carry out staff training and provide country briefings prior
to any deployment overseas.
• Keep a log of employee medical requirements.
• Local retained doctor and first aiders.
• Secure compounds/safe assessed hotels/guards.
• Maintain emergency response plans.
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Financial Risks
Material Government Action
Likelihood
Impact
Risk
Mitigation Strategy
As a growing company there are financial risks which must
be carefully managed:
• Lack of available cash flow to undertake or complete
projects.
• Changes in Tax regimes could have a negative effect
on the Groups results.
• A material bad debt could have a significant effect on
the Groups results and cash flows.
• Forex & exchange control risks on international
transactions.
• Regular cash flow management.
• Manage & minimise cash need of projects where possible by
matching supplier and customer payment terms.
• Use direct settlement e.g. IATA or Letters of Credit.
• Undertake regular active debtor management.
• Use milestone payments on projects.
• Closely monitor large debtors, undertake credit checks and
use credit insurance where possible.
• Where possible match purchases and sales in same currency.
• Hedging where appropriate.
Increased Cost of Capital
Risk
Mitigation Strategy
Likelihood
Impact
Some of the larger opportunities which the Group are working
towards have a significant requirement for financing. Should
this financing come with a higher than expected cost this may
adversely affect the financial expectations of these projects.
• Maintain regular dialogue with multiple funding sources, put in
place project finance facility.
• Build reserves to cover potential funding milestones.
Legal & Compliance Risks
Breach of Legislation
Risk
The Group is exposed to regulations and legislation in the
UK and in the countries in which the Group operates or
purchases from. Risks could include:
• Breach of corruption or anti bribery legislation.
• Breach of sanctions or export controls.
• Breach of stock market regulations.
Change in Sanctions
Risk
Some of the countries in which the Group operates could
be affected by sanctions:
Likelihood
Impact
Mitigation Strategy
• Maintain strict policies for all compliance risks and regularly
review policies against best practice.
• Ensure regular staff training is undertaken including ensuring
new staff fully understand anti bribery, sanctions/controls and
stock market requirements.
• Ensure any agent or business partner contractually commit to
obligations regarding compliance and undertake background
checks ahead of their appointment.
• Ensure up-to-date export control policy and check new
products for export controlled content.
• Use software tools where possible to monitor and ensure
compliance with regulations.
• Regular contact with Nomad and close control of price
sensitive information.
Likelihood
Impact
Mitigation Strategy
• Sanctions Policy.
• Maintain sanctions list within CRM system to flag potential
• Change in sanctions status of operational country could
sanctioned enquiries.
prevent the continuation of a project.
• Change in sanctions status in supplier country may
increase project costs and require resourcing.
• Regularly check sanctions for high risk projects.
Corporate Criminal Offence
Likelihood
Impact
Risk
Mitigation Strategy
The Group operates across multiple tax jurisdictions and needs
to ensure its various businesses and all employees operate in
accordance with relevant tax laws. The UK’s 2017 Corporate
Criminal Offence covers two areas:
• The evasion of UK tax; and
• The evasion of foreign tax.
• Operate in compliance with taxation legislation in areas
of operation.
• Seek professional advice where appropriate.
• Monitor and audit the Group’s financial operations and HR.
• Maintain a Corporate Criminal Offence Policy.
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Strategic report
Risk Management
Information Technology Risks
Failure of Major IT Equipment
Likelihood
Impact
Risk
Mitigation Strategy
The Group’s systems and data are subject to security and
availability risks, particularly in some of the territories the
Group operates in:
• Loss of hardware systems and data.
• Loss of phone or email communications.
• Loss of cloud-based software and data.
Implement redundant systems where possible.
•
• Move to web-based systems.
• Ensure regular backups of company data.
• Where possible provide dual internet connectivity options.
• Ensure fail over services are provided where possible.
Cyber Attack
Risk
Mitigation Strategy
Likelihood
Impact
The Group’s profile around the world and sectors within which
it operates heightens the risks of cyber-attack.
•
Implement industry standard protection software for all
Company equipment and websites.
• Cyber-attack to the website reduces selling opportunities
• Provide staff training and updates on the latest potential
and/or damages the Group’s reputation.
threats and vulnerabilities.
• The loss of customer data through a cyber-attack causing
• Where possible segregate project services and data in
reputational damage.
unconnected systems.
• A ransomware or similar attack restricting the Groups
access to Company data hindering the Groups operations.
• Cyber-attack on corporate and financial system.
• Fraud through eCommerce.
• Move to cloud storage and maintain back up data.
• Anti-virus software and email checking software.
• Risk committee to review IT policy against evolving threats.
• Staff training on eCommerce transactions.
Contractual Risks
Major Project Failure
Risk
Mitigation Strategy
Likelihood
Impact
The failure to deliver a project to the required standard
could result in a major incident and significantly damage
the reputation of the Group.
• Recruitment of appropriate qualified and experienced staff.
•
• Contractual liability limited (such as no airside liability taken) and
Internal audits against international standards.
Material Contract Failure
Risk
Failure to deliver a contract in a timely manner, according
to an agreed specification could lead to higher costs,
penalties and reputational damage.
• Material breach of contractual terms.
• Unable to fulfil contractual obligations.
• A contract becomes onerous.
• Employee bribery causes breach of contract.
Major incident within a contract.
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implement adequate insurances.
• Carry out regular risk assessments.
• Contingency plans established for all staff positions.
Likelihood
Impact
Mitigation Strategy
• Ensure employees are aware of contract terms for project on
which they are working.
• Carry out regular monitoring of employee’s progress on projects
with training / mentoring and monitoring as needed.
• Regularly rotate employees where complacency or fatigue may
develop.
• Where possible ensure alternative sources are available for
project requirements.
• Undertake regular credit checks on suppliers.
• Proper review to ensure the Group does not take on a project
where requirements are unachievable.
• Make sure contractual terms are adequate within proposals.
• Maintain good relationships with overseeing stakeholders
• Regular staff anti bribery training.
• Use AI Detection on screening systems where possible.
• Maintain a press plan and emergency response plan.
Business Disruption
Loss of Key Staff
Risk
Mitigation Strategy
Likelihood
Impact
The loss of key personnel or the failure to have an adequate
succession plan could have an impact on the Group’s
overall performance.
• Restrict travel for multiple key staff on a single trip.
• Maintain up to date job descriptions and recruitment plans.
• Ensure competitive remuneration packages.
Hostile Action
Risk
• Cross training between staff.
• Succession planning.
Mitigation Strategy
Likelihood
Impact
The effects of outside hostile interference in contracts and
operations could have a significant effect on the Group.
• Ensure we have good professional advisors and that our
contract information is sound.
Global Events
Risk
Mitigation Strategy
Likelihood
Impact
Business is affected by War, Civil Unrest or Natural Disaster.
• Monitor global situations.
A worldwide business global events such as SARS in
2008, the Ebola crisis in 2014 or the Coronavirus Covid-19
pandemic can have serious consequences for the Group’s
operations and results.
Failure of Infrastructure
Risk
Westminster’s performance is dependent on the availability
and quality of its physical infrastructure, its information
technology.
• Have contingency plans including emergency response team.
• Build the business with multiple revenue streams coming from
multiple customers in multiple regions to help limit impact.
• Maintain cash reserves as buffer to unforeseen events.
• Seek government support where available.
• Maintain regularly updated Risk Assessments.
• Maintain social distancing within offices.
• Use home working as much as possible.
• Use online meetings where possible.
• Undertake risk assessments of all proposed travel.
• Undertake risk/reward analysis of the merits of any travel.
Likelihood
Impact
Mitigation Strategy
•
Implement a disaster recovery plan.
• Maintain disaster recovery insurance.
• Expand use and setup of home working solutions.
• Reduce reliance on paper records.
The effects of outside hostile
interference in contracts and
operations could have a significant
effect on the Group.
ANNUAL REPORT 2021
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Strategic report
Stakeholder Engagement
Section 172 Statement
The Directors are well aware of their duty under section
172 of the Companies Act 2006 to act in the way which
they consider, in good faith, would be most likely to
promote the success of the Company for the benefit
of its members as a whole and, in doing so, to have
regard (amongst other matters) to:
• the likely consequences of any decision in the
long term;
• the interests of the Company’s employees;
• the need to foster the Company’s business
relationships with suppliers, customers and others;
• the impact of the Company’s operations on the
community and the environment;
• the desirability of the Company maintaining a
reputation for high standards of business conduct;
and
• the need to act fairly between members of the
Company.
The Board recognises that the long-term success of the
Westminster Group requires positive interaction with its
stakeholders. Positive engagement with stakeholders
will enable our stakeholders to better understand the
activities, needs and challenges of the business and
enable the Board to better understand and address
relevant stakeholder views which will assist the Board’s
in its decision making and to discharge its duties under
Section 172 of the Companies Act 2006.
In the following section we identify our key stakeholders,
how we engage with them and key activities we have
undertaken during the period in question.
Stakeholders
Our People
Our People are our most valuable asset and are critical to the
delivery of our strategy and the future growth of our business.
We directly employed an average of 241 (2020: 239) people in
2021 and indirectly many more people around the world. We are
fortunate to have a great team of talented and motivated people
in our Group and it is important to retain and develop them and
that we can attract and inspire new people to join us as we grow
our operations worldwide.
How we engage
• Whilst we have reporting structures in place with line country
and divisional management teams, we operate an open-door
policy and employees can speak to senior management or
Board Directors about issues or ideas.
• The Board and senior management engage with employees
through a range of formal and informal channels, including
regular meetings and team briefings, and in certain territories
involving trade unions.
• We have formal induction and appraisal systems in place for
new and existing employees.
• We operate a companywide intranet system with useful
information for our people and we utilise Microsoft Teams for
collaboration amongst our diverse teams and businesses.
• We hold social events in different jurisdictions for our people
in various locations when local rules allow i.e. outside of
lockdown periods.
• The Group CEO provides updates and presentations to
our people on important Company developments.
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• The Group Chairman regularly meets individual employees
when appropriate.
• We encourage our people to have a culture of respect and
integrity and operate a whistle blowing policy.
Key Activity During 2021
• We continued with our employee appraisal system throughout
our business.
• Our employees participated in the ceremony presenting the
Queens Award on 3 September 2021.
• We expanded our workforce with excellent new people in the
UK and overseas.
• We held several employee awards ceremonies virtually in the
year recognising individual achievements.
• We continued to engage directly with employees via video
conference in the pandemic.
• Furloughed underutilised staff on the UK government Job
Retention Scheme.
• Appointed two new Non-Executive Directors to replace
retiring board members.
• Regular Covid-19 risk assessments to keep our staff around
the world safe. Implemented social distancing and safe
working practices throughout the organisation.
Our Strategic Partners
In previous Annual Reports, we have stated that, in addition
to our organic growth, one of the growth strategies we had
instigated was to look at targeted strategic alliances and joint
ventures in key markets and regions, which would enable the
Company to expand its sphere of operations in a controlled and
cost-effective way. Our network of agents around the world also
remain an important part of our global footprint and we need to
ensure our agents are kept informed and motivated.
How we engage
• We identify regions and markets where the added strength
and local knowledge of a strategic partners would enable
us to better penetrate that market.
• We analyse the suitability of such markets including legal
and financial implications of entering into agreements etc.
• We enter into dialogue and if appropriate confidential
commercial and contractual negotiations led by our
CEO and CFO.
• We liaise with our agent network around the world on
new products, services and opportunities.
Our Shareholders
The support of shareholders is vital to the long-term success of
the Group. We are fortunate to have many supportive individual
and strategic investors, however the Board is committed to
expanding its institutional investor base. The Board recognises
that maintaining good communication and having constructive
dialogue with its shareholders, providing them with access to
relevant information, is important although this must be balanced
against the confidential and commercially sensitive nature of what
we do. A list of significant shareholders holding 3% or more of
the Company’s shares is set out on page 58 of this report.
How we engage
• Our investor website (www.wsg-corporate.com) provides
all required regulatory information as well as additional
information shareholders may find helpful including: share
services, information on Board members, advisors and
significant shareholdings, a historical list of the Company’s
announcements, its financial calendar, corporate governance
information, the Company’s publications including historic
Annual Reports and Notices of Annual General Meetings,
together with share price information and interactive charting
facilities to assist shareholders analyse performance.
• We provide Market Announcements on all regulatory matters.
• Our websites provide regular news of non-regulatory activities.
• The Company issues the market with an interim and annual
reports with detailed information on the business. These
reports are also listed on our website.
• The CEO and CFO are available to meet with institutional
and significant shareholders for briefings and presentations
when appropriate.
Key Activity During 2021
• Continued to work with our Saudi Arabian Joint Venture
partner, Hazar, to enable Westminster Arabia to be
authorised to trade.
• Translated Westminster brochures, presentations and other
documents to provide materials in various languages.
• We held regular virtual meetings and dialogues with all our
Strategic Partners.
• Continued a review and re-engagement programme with
our network of agents.
• Formed a strategic partnership with Certific to deliver
Covid testing.
• Signed an MOU on a strategic alliance with Raxa Security
Services Limited (a subsidiary of GMR in India).
• Set up a strategic alliance with Africa Union Financial
Service in the DRC.
• We engage with private investors whenever possible and
investor correspondence is handled by the Company’s IR/
PR advisors, Walbrook. The CEO often responds to individual
correspondence where appropriate.
• During non-Covid-19 pandemic times, all Directors are
required to attend and make themselves available to take
questions from shareholders or address any concerns at
the Annual General Meeting, the date of which is published
on our website.
Key Activity During 2021
• We engaged with investors on topics of strategy, governance,
developments and performance.
• We issued our 2020 Annual Report on 30 April 2021 and
our 2021 Interim Report on 13 August 2021.
• We held our AGM on 24 June 2021 as a hybrid meeting
using the “Investor Meet Company” platform, because
of the Coronavirus pandemic.
• CEO undertook investor focussed interviews with various
broadcast organisations.
• Met virtually with investors and potential investors arranged
by our stockbroker, Arden Partners.
• We raised £2.51m in equity from investors to support the
new contracts.
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Strategic report
Stakeholder Engagement
Capital Providers
Access to capital is of vital importance to the long-term success
of our business, to fund growth and finance our large-scale Build-
Operate-Transfer (BOT) & Build-Maintain-Transfer (BMT) projects
which operate similar to a SaaS model with heavy investment
early in the life of a project but generating predictable, quantifiable
and growing revenues and returns over many years. The Board’s
goal is to have access to a range of capital sources weighted
towards non-dilutive capital such as pure debt, bank finance and
vendor financing, and away from dilutive capital such as equity
and convertible loan notes etc.
How we engage
• Meetings, discussions & presentations to banks and
financial institutions.
Key Activity During 2021
•
In February 2021, Clydesdale Bank PLC trading as
Yorkshire Bank offered the Group an overdraft and other
banking facilities.
• We opened a new banking relationship with Trust Merchant
Bank in the Democratic Republic of Congo to service the
DRC Project.
• We opened a new banking relationship with Ecobank in
Liberia to service the port project.
• We continued to hold a number of exploratory and positive
meetings with various banks and lending institutions ready
for new contracts.
• We continued to explore working with UK Export Finance
• Meetings and discussions with UK Export Finance and
on some of our large-scale project opportunities.
similar organisations.
Our Customers
Customers are central to the success of all businesses. The majority of our customer base, by value,
comprises governments and government agencies, non-governmental organisations (NGOs) and blue-
chip commercial organisations worldwide. Our business is focused on providing innovative and turn-key
solutions that meet our customer requirements efficiently and on time. Understanding the needs of our
customers is crucial to the delivery of reliable and effective products and services, which underpins the
performance and success of our business.
How we engage
Through our sales and business development teams we endeavour to provide our customers with:
• A solutions-driven solution;
• Knowledgeable advice;
• A discrete and confidential service;
• A prompt response to enquiries and queries;
• A quality and regulatory support service;
• A technical service offering with training and maintenance support;
• We interact with our customer base as required and for larger customers and/or where required we
engage at director level;
• Where possible we travel to engage with our customers; and
• We participate in industry forums and events. We also exhibit at selected trade shows which facilitate a
high-level of interaction with a wide range of customers and provide an opportunity for us to brief.
Key Activity During 2021
• Supplied numerous customers in 60 countries worldwide.
• Expanded UK customer base including securing important new customers including the Palace of
Westminster and the Tower of London.
• Expanding new CRM software system.
• We undertook regular internal sales meetings virtually and discuss customer activity, opportunities and
threats, which were reviewed at Board meetings.
• We continued to undertake our regular customer satisfaction feedback exercise following delivery of any
product or service with a high positive response rate.
• There were various overseas visits to customers despite the challenges to travel presented by Covid-19.
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Customers are central to the success of all
businesses. The majority of our customer
base, by value, comprises governments and
government agencies, non-governmental
organisations (NGOs) and blue-chip
commercial organisations worldwide.
ANNUAL REPORT 2021
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Strategic report
Stakeholder Engagement
Our Suppliers
We are a solutions provider not a manufacturer and are product
agnostic. We work with around 140 suppliers and look to choose
the best products that meet our customer requirements for any
given application. Whilst large manufacturers will have their own
outlets and routes to market many smaller manufacturers of
niche and interesting security equipment do not have established
or easy routes to market particularly in emerging markets. Our
extensive web site and market presence is therefore a useful
route to market for some manufacturers and an opportunity
for us. We rely on our suppliers to provide us with products
and services which meet our quality, performance and delivery
requirements, which in turn allows us to fulfil our commitments
to our customers. Effective management of our supply chain
is critical to ensuring the continuity of our business and reliable
operational performance.
• Where appropriate we endeavour to enter into exclusive
supply arrangements for specific products in order to protect
our business development activities without committing to
specific annual spend.
• We have advantageous supply arrangements with a number
of leading suppliers of security equipment.
• We are regularly contacted by manufacturers of security
equipment requesting that we market their products.
Key Activity During 2021
• Appointed new dedicated purchasing team.
• We regularly interacted with our various suppliers.
• We engaged with new suppliers to expand our portfolio.
• Worked with some manufacturers to establish new routes
How we engage
to market.
• Our businesses engage with a broad range of suppliers on
a day-to-day basis, to ensure that our expectations are met
from a quality and delivery perspective, and to ensure that
our suppliers are conducting their business in line with our
own standards.
• Our engineers attended technical training courses with
manufactures both physically and virtually.
Our Communities
Our business, particularly our long-term managed services
operations, operate predominantly in emerging markets and
we recognise that we have an important role to play in the
communities in which we operate.
• We work with local partners and other established charities
to provide goods or services for the relief of poverty and
advancement of education or healthcare making a difference
to the lives of the local communities in which we operate.
How we engage
• We engage with our communities in a wide variety of ways
from charitable giving to general support.
• We operate the Westminster Group Foundation
www.wg-foundation.org.
Key Activity During 2021
• To view the many community support projects we are
undertaking visit www.wg-foundation.org.
^ This is an Alternative Performance Measure refer to Note 2 for further details
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We are a solutions provider not
a manufacturer and are product
agnostic. Therefore, our clients
receive products and services
that meet their exact needs.
Governments and Regulators
We operate in a sector which is sensitive and regulated. Many
of our larger projects and opportunities involve governments
and governmental bodies as well as regulators such as the
International Civil Aviation Organisation (ICAO) or the International
Maritime Organization (IMO) and it is important we understand
the current rules and regulations for all our operations. Some
of the equipment and services we provide may be subject to
export restrictions and may require government approved export
licencing. As a company whose shares are admitted to trading on
AIM, we are subject to various regulations under the AIM Rules
of the London Stock Exchange, the Market Abuse Regulations
of the FCA as well as other regulatory requirements.
How we engage
• We maintain a regular dialogue with government bodies and
regulators in respect to our operations and opportunities in
order to assess opportunities and risks.
• We maintain a dialogue with the UK government and our
various British Embassies and High Commissions in the
countries we are involved in or targeting.
• We monitor international sanctions lists and our customer
relationship management systems are used to identify
customers, countries or projects that may be subject to
sanctions or that require export licences.
• We have a comprehensive anti-bribery policy and
procedure in place which all staff have to commit to.
• We liaise regularly with our Nominated Advisor and
corporate lawyers in relation to our public share
trading requirements.
• The Board reviews compliance activities at each
Board meeting.
Key Activity During 2021
• We applied for and were granted 6 export control
licences during the year (2020: 5 Licenses).
• We liaised virtually and, when possible, in person
with a number of Ambassadors and High Commissioners
from our overseas missions around the world.
• We utilised the UK government “Job retention scheme”
to furlough underutilised staff.
• All Directors and staff undertake an antibribery
webinar annually.
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Westminster Group
Board of Directors
Rt. Hon. Sir Tony Baldry DL
Executive Chairman
Mawuli Ababio
Independent Non-Executive
Deputy Chairman
Peter Fowler
Chief Executive Officer
Sir Tony has had a long a prestigious
Parliamentary career. He was
Personal Aide to Margaret Thatcher
in the 1974 General Election and
subsequently remained in her private
office when she became Leader of
the Opposition.
Sir Tony served as MP for North
Oxfordshire from 1983 to 2015.
He held various ministerial posts
during the 1990s, serving as
Minister of State in the Ministry
of Agriculture, Fisheries and
Food and as Parliamentary Under
Secretary of State in the Foreign
and Commonwealth Office, with
a range of responsibilities including
South Asia, Africa, North America
and the West Indies.
Sir Tony, a practicing barrister, was
awarded the Robert Schumann
Silver Medal for contribution to
European politics in 1975. He
takes a keen interest in foreign
affairs and was a Governor of
the Commonwealth Institute
and a member of the Overseas
Development Institute. Tony was
Chairman of the House of Commons
Select Committee on International
Development in the 2010 Parliament.
Mr John Mawuli Ababio is an
accomplished Corporate Financier/
Investment Banker with over 30
years’ experience in structuring
private equity and project financing
transactions in Africa.
He is currently Vice-Chairman/
Managing Partner of PCM Capital
Advisors a regional private equity
fund with a diversified investment
portfolio in several countries in the
West Africa sub-region.
In 2021, the French National Order
of Merit was presented to Mawuli
in recognition of his distinguished
efforts in the exercise of his duties
in public, civil and private life as well
as the promotion of the learning of
French and French interest in Ghana.
Mawuli has extensive board and
corporate governance experience
having served on several listed
and unlisted boards over the last
20 years, both as an Executive
and Non-Executive Director. He is
bilingual, speaking fluent English
and French.
Peter has over 50 years’ experience
operating within the security
industry, with particular reference
to the electronic protection sector.
Peter started his career in the
security industry in 1970, quickly
progressing into senior management
roles and has a long history of
running successful companies
having built and sold various security
businesses, successfully carried
out acquisitions and disposals and
has held several senior positions in
listed companies prior to leading
Westminster.
Peter joined Westminster as
Managing Director in 1996, carried
out an MBO of the business in
1998 and led the IPO on AIM in
2007. He is widely travelled and
has developed an extensive
network of contacts around the
world, having met numerous senior
governmental and military personnel
in many of the countries in which
Westminster operate.
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Mark Hughes BSc MBA FCA
Chief Financial Officer
Stuart Fowler BEng (Hons)
Chief Operating Officer
Mark is an experienced Group Chief Financial
Officer with over 30 years’ experience in leading
financial organisations, banking and corporate
finance teams worldwide including in high growth
and emerging markets.
Mark is a fellow of the Institute of Chartered
Accountants, holds and MBA from the University
of Warwick and has an honours degree in Banking
and International Finance.
Stuart has many years’ experience of the security
industry and has been particularly involved in many
of the more complex integrated security systems.
Stuart studied computing and business studies at
university obtaining a Bachelor of Engineering Honours
degree in 1996. After university Stuart successfully
implemented several software development projects for
listed companies before joining Westminster in 1998. Since
that time Stuart has been instrumental in the design and
implementation of many larger complex systems installed
by Westminster and is now responsible for the Group’s
operations and technical implementation worldwide.
Simon Barrell
Non-Executive Director
Simon Barrell is a Fellow of the Institute of Chartered
Accountants in England and Wales. Following
qualification, he spent 4 years working in Nairobi
and has since also gained considerable international
experience with a number of organisations.
After 11 years in the profession, Simon moved into
the corporate world and has held various posts as
Finance Director and has experience across multiple
industries working in both the public and private
sectors. He has also held numerous non-executive
positions for a number of public companies and
continues to act as an adviser to listed and non-listed
companies. He is currently a non-executive director
of SRT Marine Systems plc and Grafenia plc.
Major General (Retired) Graham Binns
CBE DSO MC
Non-Executive Director
Graham Binns, is a highly decorated retired British
Army officer with over 10 years’ experience as a
senior board level executive in the commercial
security sector.
Graham served as General Officer Commanding 1st
(UK) Armoured Division and then Commandant Joint
Services Command and Staff College, retiring in 2010.
He had previously commanded the 7th Armoured
Brigade (the “Desert Rats”) during Operation Telic 1
when the brigade took Basra in southern Iraq.
Following his military career, Graham was recruited as
Chief Executive Officer of Aegis Defence Services Ltd.
providing security services to governments and major
corporations throughout the Middle East and Africa,
with revenues of £300m and a staff of over 3,000.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
35
Governance report
Corporate Governance Report
The Directors are committed to delivering high standards
of corporate governance to the Group’s shareholders
and other stakeholders including employees, suppliers
and the wider community. As an AIM company, full
compliance with the UK Corporate Governance Code or
the Quoted Companies Alliance Corporate Governance
Code, is not a formal obligation. The Directors recognise
the importance of sound corporate governance, and the
Group has sought to adopt the recommendations of the
Quoted Companies Alliance Code that are appropriate
to its size and organisation and establish frameworks for
the achievement of this objective. The Board of Directors
operates within the framework described below.
Governance Framework
The Board is responsible for ensuring leadership of
the Group through effective oversight and review and
aims to deliver the long-term sustainable success
of the business. The Board discharges some of its
responsibilities directly in accordance with the formal
schedule of matters reserved for it to approve, and
discharges others through Board committees and the
executive management.
The key responsibilities of the Board, its committees
and the executive management are set out below.
Executive Chairman
Responsible for: leadership of the Board and the Board’s effectiveness; ensuring board composition
and skills meet the needs of the business; and for Board and Committee reviews.
Responsible for: the long-term success of the Group, providing leadership, direction and strategy; promoting
the core values of the business & oversight of financial management; ensuring the business has effective
internal control and risk management systems; and ensuring effective stakeholder engagement.
The Board
Audit Committee
Responsible for oversight of the
Group’s financial and risk reports
and statements and external and
internal audit processes.
See page 48 - 53
(Audit Committee Report)
Nomination
Committee
Responsible for ensuring the
Board and its committees have
appropriate leadershipand
succession planning in place.
See page 54 - 55
(Nomination Committee Report)
Remuneration
Committee
Responsible for the setting of
‘Directors’ and senior leadership
remuneration package policy, to
attract and retain key individuals.
See page 56 - 59
(Remuneration
Committee Report)
Risk Committee
Responsible for the Group’s
risk management and internal
control processes.
See page 22 - 27
(Risk Management Committee)
Operational Board
Responsible for management
and governance of Group’s
divisions and business.
See page 39
(Board Structure)
Disclosure
Committee
Responsible for oversight
of the Group’s disclosure
obligations and MAR.
See pages 43 - 44
(Disclosure Committee)
Chief Executive Officer
Responsible for: leadership and day-to-day management of the business; for developing strategy and new business
opportunities; and ensuring the Board are kept informed of all relevant information.
36
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
The Board is responsible for
ensuring leadership of the Group
through effective oversight and
review and aims to deliver the
long-term sustainable success
of the business.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
37
Governance report
Corporate Governance Report
The Board
The Board sets the Group’s strategic aims and ensures
that necessary resources are in place for the Group
to meet its objectives. All members of the Board
take collective responsibility for the performance of
the Group, the Group’s Corporate Governance and
all decisions are taken in the interests of the Group.
Whilst the Board has delegated the normal operational
management of the Group to the Executive Directors
and other senior management, there are detailed
specific matters subject to decision by the Board of
Directors. These include acquisitions and disposals,
joint ventures and investments, projects of a capital
nature and all significant contracts. The Non-Executive
Directors have a responsibility to challenge constructively
the strategy proposed by the Executive Directors;
to scrutinise and challenge performance; to ensure
appropriate remuneration and that succession planning
arrangements are in place in relation to Executive
Directors and other senior members of the management
team. The senior executives enjoy open access to the
Non-Executive Directors.
The Chairman is responsible for leadership of the Board
and ensuring its effectiveness on all aspects of its role
including Corporate Governance. The Chairman sets
the Board’s agenda and ensures that adequate time is
available for discussion of all agenda items, especially
strategic issues. The Chairman promotes a culture
of openness and debate by facilitating the effective
contribution of Non-Executive Directors and ensuring
constructive relations between Executive and Non-
Executive Directors. The Chairman is also responsible
for ensuring that the Directors receive accurate, timely
and clear information. The Chairman ensures effective
communication with shareholders.
All Directors allocate sufficient time to the Group to
discharge their duties. There is a formal, rigorous and
transparent procedure for the appointment of new
Directors to the Board. The search for Board candidates
is conducted, and appointments made, on merit, against
objective criteria and with due regard for the benefits of
diversity on the Board.
The Board is responsible for ensuring that a sound
system of internal control exists to safeguard
shareholders’ interests and the Group’s assets. It is
responsible for the regular review of the effectiveness
of the systems of internal control. Internal controls are
designed to manage rather than eliminate risk and
therefore even the most effective system cannot provide
assurance that every risk, present and future, has been
addressed. The key features of the system that operated
during the year are described below.
Board Meetings and Attendance
The Board of Directors holds at least six scheduled
meetings a year to review the performance of the Group.
In addition, ad hoc Board meetings are convened to
deal with matters arising between scheduled meetings.
The Board seeks to foster a strong ethical culture
across the Group. There are clearly defined lines of
responsibility and delegation of authority from the
Board to the operating subsidiaries. The Operational
Board meet weekly to review any key or current issues
and hold monthly Operational Board meetings with
Divisional Heads.
Name
Sir Tony Baldry
Mawuli Ababio
Peter Fowler
Mark Hughes
Stuart Fowler
Simon Barrell*
Major General (Rtd) Graham Binns *
Charles Cattaneo#
Lady Patricia Lewis#
Roger Worrall
Board
Meetings
Disclosure
Committee
Audit
Committee
Nomination
Committee
Remuneration
Committee
H
11
11
11
11
11
4
1
7
9
A
9
11
11
11
11
4
1
7
9
11
11
H
-
26
26
26
8
10
4
14
20
26
A
-
19
26
26
8
10
4
14
20
26
H
-
4
-
-
-
2
1
2
-
4
A
-
4
-
-
-
2
1
2
-
4
H
-
4
4
-
-
2
0
1
3
4
A
-
4
4
-
-
2
0
1
3
4
H
-
6
-
-
-
3
1
2
4
6
A
-
6
-
-
-
3
1
2
4
6
Key
H = Maximum number of scheduled meetings held a director could have attended A = Number of meetings actually attended in person or remotely
* = Appointed to the board # = Resigned from the board
38
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Board Structure
The Company operates in complex and challenging
technological and geographical areas and as such has
put in place a board structure that can best provide the
strategic advice and leadership required. The board
structure consists of a PLC Board, an Operational
Board and an International Advisory Board. The current
members of each board may be found on our website
here https://www.wsg-corporate.com/investor-relations/
board-members.
PLC Board
The PLC Board contains a balance of Executive and Non-
Executive Directors, including an Executive Chairman
who is responsible for dealing with the strategic direction
and long-term success of the Company. The Board will
meet every two months or at any other time deemed
necessary for the good management of the business and
at a location agreed between the Board members. The
Non-Executive Directors, Mawuli Ababio, Simon Barrell
and Major General (Rtd) Graham Binns are all considered
independent Directors.
Operations Board
The current Operations Board members are:
• Peter Fowler (Group CEO) (Chair)
• Mark Hughes (Group CFO)
• Stuart Fowler (Group COO)
• Roger Worrall (Group Company Secretary)
• Joanna Fowler (Head of Managed Services Division)
• Hamish Russell (General Manager)
The Operational Board comprises of certain
Executive Directors, Divisional Heads and other senior
management as deemed appropriate and is responsible
for management and governance of Group’s divisions
and business activities. The Operational Board meets
informally weekly or at any other time deemed necessary
for the good management of the business and at a
location agreed between the Board members. The
Operational Board holds a formal minuted meeting
once a month. The Operational Board reports to the
PLC Board.
International Advisory Board
The International Advisory Board assists and advises the
Company and its subsidiaries on various international
issues including governmental and client liaison, cultural,
ethnic and religious sensitivities, compliance with legal
issues, financing and general business development.
For further details see the Group’s corporate website.
Board Composition, Experience and Dynamics
The Company operates in complex and challenging
technological and geographical areas and the Board
is mindful that in order to deal effectively with the
challenges of the business and to maximise its growth
opportunities it has to incorporate a broad range of skills
and diversity. The Board maintains a skills, diversity and
experience matrix which will be periodically reviewed
at Board meetings to evaluate current and future
requirements. The Board and its committees will also
seek external expertise and advice where required.
Board members undertake continuing professional
development as an when appropriate. The composition
of the board with the members skills and experience is
set out on pages 34 to 35.
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A
&
M
Name
Position
Sir Tony Baldry
Chairman
Mawuli Ababio
Peter Fowler
Mark Hughes
Stuart Fowler
Simon Barrell
Major General (Rtd)
Graham Binns
Deputy
Chairman
CEO
CFO
COO
NED
NED
Age
60+
60+
60+
60+
40-50
60+
60+
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ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
39
Governance report
Corporate Governance Report
Board Evaluation
The Board considers evaluation of its performance and
that of its committees and individual Directors to be an
integral part of corporate governance to ensure it has
the necessary skills, experience and abilities to fulfil its
responsibilities. The goal of the Board evaluation process
is to identify and address opportunities for improving the
performance of the Board and to solicit honest, genuine
and constructive feedback.
The Board considers the evaluation process is best
carried out internally at the Company’s current size.
However, the Board will keep this under review and
may consider independent external evaluation reviews
in due course as the Company grows.
The Board will, as a whole or in part as appropriate,
undertake the evaluation process aided by the Chairman,
Deputy Chairman, CEO and independent Non-
Executive Directors or external advisors as necessary.
The Chairman is responsible in ensuring the evaluation
process is ‘fit for purpose’, as well as dealing with matters
raised during the process. The Chairman will keep under
review the frequency, scope and mechanisms for the
evaluation process and amend the process as required.
Where deficiencies are identified these will be addressed
in a constructive manner. Where necessary, individual
Directors will be offered mentoring and training.
If deficiencies are identified within the Board as a
whole, then changes or additions to the Board will
be considered in conjunction with the Nomination
Committee.
The evaluation process will be focused on the
improvement of Board performance, through open
and constructive dialogue and the development and
implementation of action plans. The Board will report
on its evaluation and actions in its Annual Report.
Any recommendations raised in relation to any Board
Committee are acted upon in a formal and structured
manner. No issues were identified for the year ending
31 December 2021.
Succession planning is a vital task for boards and the
management of succession planning represents a key
measure of the effectiveness of the Board and a key
responsibility of both the Nomination Committee and
wider Board.
Internal control
The key procedures which the Directors have
established with a view to providing effective internal
control are as follows:
• Regular Board meetings to consider the schedule
of matters reserved for Directors’ consideration;
• A risk management process;
• An established organisational structure with
clearly defined lines of responsibility and delegation
of authority;
• Appointment of staff of the necessary calibre to fulfil
their allotted responsibilities; Comprehensive budgets,
forecasts and business plans approved by the Board,
reviewed on a regular basis, with performance
monitored against them and explanations obtained
for material variances; and
• An Audit Committee of the Board, comprising
Non-Executive Directors, which considers
significant financial control and risk matters
as appropriate.
The goal of the Board evaluation process is to
identify and address opportunities for improving
the performance of the Board and to solicit
honest, genuine and constructive feedback.
40
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Key Board Activity and Focus in 2021
Leadership
Financial
• Evaluated Board effectiveness.
• Approved 2021 Financial Accounts & Annual Report.
• Reviewed senior management performance.
• Board Diversity & Experience reviewed.
• Approved the half year results.
• Approved the 2022 Budgets.
• Management and Succession Strategy planning reviewed.
• Set up new accounting and banking in the DRC and Liberia
• Appraisals systems in place and functioning.
ready to support new projects.
• Performed a Capital Reduction to improve the balance sheet.
Strategy
People and Culture
• Expanded the ‘One Company, One Vision’ ethos, focussed on
• Appointed two new non-executive directors.
the LAND, SEA & AIR marketing structure.
• Reviewed and approved existing and new company policies
• Expanded website.
throughout the year.
• Continued the strategies around the Convid-19 pandemic in-
cluding new strategic alliances focussing on Covid-19 testing.
• Continued with ‘One Company Vision’,
• Approved staff to be furloughed, due to Covid-19.
• Evolved new marketing strategies.
• Maintained full employment of staff and kept facilities safe and
• Continued to pursue major project opportunities.
secure, including monitoring for Covid.
• Signed MOU on strategic alliance with Raxa Security Services
• Expanded home / hybrid working.
Limited (a subsidiary of GMR in India).
• Expanded UK customer base.
• Commenced work on staff incentive scheme.
Financing
Operations
• Approved capital raises and issue of equity.
• Covid-19 Risk Assessments reviewed monthly basis
• Utilised UK Governments furlough scheme where appropriate.
•
Investigated various alternative project funding solutions.
throughout the year.
• Expanded supplier network and product lines.
• Supplied goods and service to 60 countries around the world.
• Continued to secure strategic alliances.
• Signed new managed services contracts in DRC and Liberia.
• Managed Covid-19 situation with overseas ex-pats staff.
• Covid-19 - Continued social distancing and safe working
practices throughout the organisation.
Shareholders
Governance
• Responded to investor enquiries.
• Held hybrid AGM due to Covid-19 restrictions.
• Held webinar with investors on H1 results, due to Covid-19
pandemic.
• Audit, Disclosure, Remuneration, Nominations and Risk
Committee Terms of Reference reviewed and approved.
• Reviewed the Group’s compliance with adopted QCA
governance code.
• CEO undertook investor focussed interviews with various
broadcast organisations.
• Considered effect of Covid-19 on the Group’s Activities.
• All Directors undertook and passed the Group’s anti-bribery
• Undertook a Shareholder analysis including nominee
webinar.
underlying holders.
• As part of the policy review the following existing or new
policies were reviewed and approved: Fire & Safety, First aid,
Whistleblowing, Phone Call, Anti-Bribery & Corruption, Health
& Safety, Anti-money laundering, Disciplinary, Maternity,
Paternity & Parental Leave, Dress Code, Recruitment and
Induction Policies.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
41
Governance report
Corporate Governance Report
Business Model
Business Description
Our vision is to build a global business with strong brand
recognition delivering niche security solutions and long-
term managed services to high growth and emerging
markets around the world, with a particular focus on
long term recurring revenue^ business.
Our target customer base is primarily governments and
governmental agencies, critical infrastructure (such as
airports, ports and harbours, borders and power plants),
and large-scale commercial organisations worldwide.
Our business has evolved from a traditional UK focused
security business to what can be described today as a
truly international business. Furthermore, our evolution
continues as we expand our operations into new areas
and new territories creating additional opportunities
around the world in the provision of long-term managed
security services and security products.
We deliver our wide range of Land, Sea and Air solutions
and services through a number of operating companies
that are currently structured into two operating divisions;
Services and Technology; both primarily focused on
international business as follows:
Services Division:
Focusing on long term (typically 10 – 25 years)
recurring revenue^ managed services contracts
such as the management and operation of security
solutions in airports, ports and other such facilities,
together with the provision of manpower, consultancy
and training services.
Technology Division:
Focussing on providing advanced technology led
security solutions encompassing a wide range of
surveillance, detection, tracking, screening and
interception technologies to governments and
organisations worldwide.
These two divisions offer cost effective dynamics and
vertical integration with the Technology Division providing
vital infrastructure and complex technology solutions
and expertise to the Services Division. This reduces
both supplier exposure and cost and provides us with
increasing purchasing power. Our Services Division
provides a long-term business platform to deliver other
cost-effective incremental services from the Group.
Together these two divisions provide an opportunity to
deliver long term, recurring revenue^ growth underpinned
by a corporate infrastructure based on core values and
risk mitigation through geographical spread and multiple
revenue streams.
Strategy
In accordance with our vision, we operate world-wide
with a focus on high growth and emerging markets
where our expertise and technological reach can make
a significant difference. Our client base is predominantly
governments and governmental bodies, transportation
organisations, non-governmental organisations (NGOs),
and commercial and multi-national corporations
worldwide.
Operating in emerging markets does present particular
challenges with language and logistics, religious and
cultural considerations and ethics. Doing business with
governments and large corporations, particularly where
large scale nationally important contracts are involved,
can be a time-consuming process and this can be all the
more so in emerging markets where processes can be
slow and bureaucratic due to the nature of governments
and the inherent complexities of doing business in such
markets. However, despite such challenges and in some
cases because of them, emerging markets offer huge
growth opportunities for our Company.
Over the years we have built up an extensive international
network of agents and partners, some of whom have
become strategic investors, who provide business
development assistance to our sales team, in-country
knowledge and logistical support together with arranging
meetings, translations where required and assisting with
client negotiations. This network provides us with a cost
effective, scalable global footprint in our chosen markets.
This network together with the support we receive
from the British Government and in-country diplomatic
missions around the world means Westminster is well
placed and structurally organised to benefit from the
many opportunities we are developing within these
markets.
^ This is an Alternative Performance Measure refer to Note 2 for further details
42
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
We are not a manufacturer and are product agnostic
which enables us to provide the most appropriate
product or solution to address our clients’ needs. We do
however have strong working relationships with a great
many leading and niche product manufacturers around
the world, enabling us to offer a broad and extensive
range of solutions. We continually monitor market and
technology advancements and regularly review our
supplier and manufacturer base.
Charting facilities to assist shareholders analyse
performance.
Results of shareholder meetings and details of votes
cast will be publicly announced through the regulatory
system and displayed on the Company’s website with
suitable explanations of any actions undertaken as a
result of any significant votes against resolutions.
Our corporate strategy is outlined on pages 13-14.
Further information on the Group’s Stakeholder
Engagement can be found on pages 28-33.
Corporate Culture
Market Abuse Regulations
The Board recognises that a corporate culture based
on sound ethical values and behaviours is an asset and
provides competitive advantages. The Group operates
in international markets and is mindful that respect of
individual cultures is critical to corporate success. In
accordance with Westminster Group’s stated mission
it endeavours to conduct its business in an ethical,
professional and responsible manner, treating our
employees, customers, suppliers and partners with
equal courtesy and respect at all times.
We recognise ISO 26000 as a reference document
that provides guidance for integration / implementation
of social responsibility / socially responsible behaviour.
Westminster Group is also independently certified to
and operates an ISO 9001 Quality Assurance programme
and is working towards ISO 14001 – Environmental
Management.
The Group also supports the local communities in
which it operates indirectly through various charities
and organisations and directly through its own
registered charity the Westminster Group Foundation.
Stakeholder Communication
The Board is committed to maintaining good
communication and having constructive dialogue with
all of its stakeholders, including shareholders, providing
them with access to information to enable them to come
to informed decisions about the Company. The Investor
Relations section of the Company’s website provides
all required regulatory information as well as additional
information shareholders may find helpful including:
Share Services, information on Board Members,
Advisors and Significant Shareholdings, a historical
list of the Company’s Announcements, its Financial
Calendar, Corporate Governance information, the
Company’s publications including historic Annual
Reports and Notices of Annual General Meetings,
together with Share Price information and interactive
We are required to comply with Article 18(2) of the
Market Abuse Regulation (EU) No. 596/2014 (“MAR”) with
reference to insider dealing and unlawful disclosure of
inside information. The London Stock Exchange requires
traded companies to maintain insider lists as set out in
the Market Abuse Regulation (“MAR”) that came into
effect on 3 July 2016.
The Board have put in place a MAR compliance process
and this and the Company’s regulatory announcements
are overseen by the Disclosure Committee.
The Company’s MAR Policy may be found on its website
(www.wsg-corporate.com).
Disclosure Committee
The Committee’s Terms of Reference were last approved
by the Board on 24 March 2022 and can be viewed on
the Corporate Governance section of the Company’s
website (www.wsg-corporate.com).
The Terms of Reference are reviewed by the Board
annually and will be amended where appropriate.
The Committee will be appointed by the Board and
should be a balance of executive and non-executive
directors.
It oversees and regulates the Company’s disclosure
obligations and to ensure compliance with Market Abuse
Regulations (MAR) and London Stock Exchange rules.
Meetings shall be held as necessary for the purposes
of approving regulatory announcements at such
other times as shall be necessary or appropriate,
as determined by the Chairman.
The Group Company Secretary, Roger Worrall,
acts as Secretary to the Committee and minutes of
meetings are circulated to all Committee members.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
43
Governance report
Corporate Governance Report
Committee Membership
The current Disclosure Committee members are:
• Mawuli Ababio (Chair)
• Major General (Rtd) Graham Binns (NED)
• Simon Barrell (NED)
• Peter Fowler (Group CEO)
• Mark Hughes (Group CFO)
• Stuart Fowler (Group COO)
Risk management
As an entrepreneurial business operating in emerging
markets there is clearly an elevated risk which is
balanced by potentially greater rewards. The Board is
mindful of and monitors both its corporate risks and
individual project risks. Risks are categorised by both
probability and impact and appropriate measures
identified to monitor and mitigate any potential impact.
Project risks are dealt with on a case-by-case basis
and monitored through the life cycle of the project as
risks change and new risks appear. Project risks and
mitigation will be part of regular project management
meetings. The project manager for any given project
will have responsibility for maintaining the project
risk register.
The Company’s corporate risks, risk monitoring, and risk
management procedures are regularly reviewed by the
Risk Management Committee and the Company’s risk
register updated as necessary. The Company Secretary
will have responsibility for maintaining the corporate
risk register. The Risk Committee Chairman will be
responsible for ensuring the risk register is regularly
reviewed and the Audit Committee Chairman will report
on status and updates at Board meetings. The Company
provides a risk report in its Annual Report each year.
The Board has the primary responsibility for identifying
the major risks facing the Group. The Board has adopted
a schedule of matters which are required to be brought
to it for decision, ensuring that it maintains full and
effective control over appropriate strategic, financial,
organisational and compliance issues. The Board has
identified a number of key areas which are subject to
regular reporting to the Board. The policies include
defined procedures for seeking and obtaining approval
for major transactions and organisational changes.
In addition to risk assessment, the Board believes that
the management structure within the Group facilitates
free and rapid communication across the subsidiaries
and between the Group Board and those subsidiaries
and consequently allows a consistent approach to
managing risks. Certain key functions are centralised,
enabling the Group to address risks to the business
present in those functions quickly and efficiently. The key
risks and mitigation strategies of the business are set out
on pages 24 to 27 of this report.
Corporate responsibility
The Board is very aware of the importance of its
corporate responsibilities, particularly in terms of
ensuring that high standards of behaviour are maintained
wherever the Group is operating. The following principles
and processes have been established for that purpose:
• Only supply goods and services that improve people’s
safety and security – no offensive activities;
• Protecting the health and safety of all employees
is paramount;
• ISO 9001:2008 certified;
• ISO 14001:2004 environmental management
system certification;
• Members of ADS Aerospace, Defence &
Security Association;
• Operate a strict ethical policy with both employees
and agents within the principles of CIS (Common
Industry Standard) produced by the Aerospace
and Defence Organisation of Europe;
• Comply with UK and International Export
Controls criteria – key employees have
attended required courses;
• Providing valuable employment and investment
opportunities in third world areas;
• Promoting environmental solutions – e.g. solar
street lighting, oil leak detection etc;
• Providing speakers at conferences & seminars,
referenced by press & media;
• Supporting and assisting local and international
charities; and
• The Group maintains a stringent anti-bribery policy
and complies with both UK and local statutes.
44
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The Company’s corporate
risks, risk monitoring, and risk
management procedures are
regularly reviewed by the Risk
Management Committee and the
Company’s risk register updated
as necessary.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
45
Governance report
Corporate Governance Report
Anti-bribery and corruption
Financial planning, budgeting and monitoring
The Group operates a planning and budgeting system
with an annual budget approved by the Board. There is
a financial reporting system which compares results with
the budget and the previous year each month to identify
any variances from approved plans. Monthly rolling
cash flow forecasts form part of the reporting system.
The Group remains alert to react to other business
opportunities as they arise.
Capital management policies and procedures
The Group’s capital management objectives are:
• To ensure the Group’s ability to continue as a going
concern; and
• provide an adequate return to shareholders.
The Group has a well-established anti-corruption policy
in place which covers bribery and corruption, gifts
and hospitality, and facilitation payments. This policy
is reviewed by the Board annually and updated as
necessary. All new employees and Directors are required
to undertake and pass the Group’s anti-corruption
webinar and assessment. All employees are required to
retake the anti-corruption webinar test annually. A copy
of the Group’s anti-corruption policies can be found on
the Group’s website at https://www.wg-plc.com/policy.
Human rights
The Group is committed to respecting human rights in
the countries in which we do business. We ensure, as
far as we are able, that there is no slavery or human
trafficking in any part of our supply chain. All suppliers,
agents and sub-contractors are required to adhere to
our ethical standards. A copy of the Group’s compliance
with the Modern Slavery Act 2015 can be found on the
Group’s website at https://www.wg-plc.com/policy.
In support of our Corporate Responsibility we have a
comprehensive range of policies which the Board review
annually and update as necessary. Policies include:
• Quality Policy
• Health & Safety Policy
• Environmental Policy
• Anti-Bribery & Corruption Policy (including
Gifts & Hospitality)
• Anti-Slavery and Human Trafficking Policy
• Company IT & Security Policy
• Money Laundering Policy
• CSR (Corporate Social Responsibility) Policy
• Data Protection Policy
• Equal Opportunities Policy
• Whistle-blower Policy
• Code of Ethics
• Sanctions Policy
• Export Control Policy
• Market Abuse Regulations (MAR) Policy
46
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
The Group monitors capital on the basis of the carrying
amount of equity plus its loans, less cash and cash
equivalents as presented on the face of the statement
of financial position.
The Group sets the amount of capital in proportion to
its overall financing structure, i.e. equity and financial
liabilities. The Group manages the capital structure
and adjusts to it in the light of changes in economic
conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital
structure, the Group may review any dividends paid
to shareholders, return capital to shareholders, issue
new shares, or sell assets to reduce debt.
There is no requirement for the Group to maintain a
strong capital base for each of its UK subsidiaries and
therefore each subsidiary is financed by inter-company
debt from the Company. These policies have not
changed in the year. The Directors believe that they
have been able to meet their objectives in managing
the capital of the Group.
Non-Executive Directors
The Non-Executive Directors are considered by the
Board to be independent in character and judgement
and there are not considered to be any circumstances
that are likely to affect their judgement as Directors of
the Group. Their interests in the share capital of the
Company are not considered to be likely to affect their
judgement as Directors of the Group.
Annual report
The Directors consider the annual report and financial
statements, taken as a whole, is fair, balanced and
understandable and provides the information necessary
for shareholders to assess the Company’s performance,
business model and strategy.
The Group is committed to
respecting human rights in
the countries in which we do
business. We ensure, as far as
we are able, that there is no
slavery or human trafficking in
any part of our supply chain.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
47
Governance report
Audit
Committee
Report
I am pleased, as Chairman of the Audit Committee, to
present its report for the year ended 31 December 2021.
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 24 March 2022 and can
be viewed on the Corporate Governance section of the
Company’s website (www.wsg-corporate.com).
The Terms of Reference are reviewed by the Board
annually and amended where appropriate.
This report details how the Audit Committee has met
its responsibilities over the last twelve months under its
Terms of Reference and under the Quoted Companies
Alliance Corporate Governance Code.
The Audit Committee focused particularly on the
appropriateness of the Group’s financial statements.
The committee has satisfied itself, and has advised
the Board accordingly, that the 2021 Annual Report
and financial statements are fair, balanced and
understandable, and provide the information
necessary for shareholders to assess the Company’s
performance, business model and strategy.
It oversees and reviews the Group’s financial reporting
and internal control processes, its relationship with
external auditors and the conduct of the audit process
together with its process for ensuring compliance with
laws, regulations and corporate governance. The Audit
Committee also oversee and report to the Board on
the Group’s Risk Management requirements.
There is currently no internal audit function as this
would not be cost effective given the size of the
Group, although this is kept under annual review.
Committee Membership
The Audit Committee is composed entirely of
independent Non-Executive Directors but other
individuals such as the Company’s CFO and CEO and
representatives of the finance team may be invited to
attend all or any part of any meeting when deemed
appropriate. The Company’s external auditors are invited
to attend meetings of the Committee on a regular basis.
48
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Audit Committee
Simon Barrell (Chair)
Mawuli Ababio
Major General (Rtd) Graham Binns
The Group Company Secretary, Roger Worrall, acts as
Secretary to the Committee and minutes of meetings
are circulated to all Committee members.
The biographies of current members can be found on
page 34 and 35. The Board considers that the committee
as a whole has an appropriate and experienced blend
of commercial, financial and industry expertise to enable
it to fulfil its duties, and that the committee chairman,
Simon Barrell, has appropriate recent and relevant
financial experience.
Role and Responsibilities
The Board established an Audit Committee to monitor
the integrity of the Company’s financial statements and
the effectiveness of the Group’s internal financial controls.
One of the Audit Committee’s key responsibilities is
to review the Group’s financial risk management and
internal controls systems, including in particular internal
financial controls. During the year, the committee carried
out a robust assessment of the principal financial risks
facing the company and monitored the internal control
system on an on-going basis. The committee also
reviewed the effectiveness of the external audit process
as part of the continuous improvement of financial
reporting and risk management across the Group.
The committee’s role and responsibilities are set out in
the committee’s terms of reference which are available
from the Company. The Terms of Reference are reviewed
annually and amended where appropriate. During the
year the committee worked with executives, the external
auditors and other members of the senior management
team in fulfilling these responsibilities.
Financial Reporting
The committee is responsible for monitoring the integrity
of the Group’s financial statements and reviewing the
financial reporting judgements contained therein. The
financial statements are prepared by a finance team
with the appropriate qualifications and expertise. The
committee confirmed to the Board that the annual report,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group’s position and performance,
business model and strategy.
In respect of the year to 31 December 2021, the
committee reviewed:
• the Group’s Half-year Report for the six months
to 30 June 2021; and
• the Annual Report for the year ended
31 December 2021.
In carrying out these reviews, the committee:
• reviewed the appropriateness of Group accounting
policies including monitoring changes to and
compliance with accounting standards on an
on-going basis;
The committee is
responsible for
monitoring the integrity
of the Group’s financial
statements and
reviewing the financial
reporting judgements
contained therein.
statements made within the Annual Report reflect
the actual position of the Group; and
• considered key areas in which estimates and
judgement had been applied in preparation of the
financial statements including, but not limited to,
a review of fair values on acquisition, the carrying
amount of goodwill, intangible assets and property,
plant and equipment, litigation and warranty
provisions, recoverability of trade receivables,
valuation of inventory, hedge accounting treatments,
treasury matters and tax matters.
The primary areas of judgement considered by the
committee in relation to the Group’s 2021 financial
statements, and how they were addressed by the
committee are set out on page 51.
• discussed with management and the external
auditor the critical accounting policies and
judgements that had been applied;
Each of these areas received particular focus from the
external auditor, who provided detailed analysis and
assessment of the matter in their report to the committee.
• discussed a report from the external auditor
identifying the significant accounting and judgemental
issues that arose in the course of the audit;
• considered the management representation letter
requested by the auditor for any non-standard issues;
• monitored action taken by management as a result of
any recommendations made by the external auditor;
Committee Evaluation
As outlined on pages 36 to 39 within the Corporate
Governance Statement, the performance of the
Board also includes a review of the committees.
Any recommendations raised in relation to the Audit
Committee are acted upon in a formal and structured
manner. No issues were identified for the year ending
31 December 2021.
• discussed with management future accounting
developments which are likely to affect the financial
statements;
• reviewed the budgets and strategic plans of the
Group in order to ensure that all forward-looking
Meetings
The Audit Committee met six times during the year
ended 31 December 2021 to review the 2020 Financial
Statements, the 2021 half-year results, to consider and
accept the External Auditors plan for the 2021 audit.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
49
Governance report
Audit Committee Report
Audit Committee activities 2021
Mar
Apr
Jul
Aug
Sep
Nov
Financial reporting
Review and approve preliminary & half-year results
Consider key audit and accounting issues and judgements Approve going concern
and viability statements
Consider accounting policies and the impact of new accounting standards. Review
management letter from auditors
Review any related party matters and intended disclosures
Review Annual Report and confirm if fair, balanced and understandable
External auditors
Approval of year-end audit plan
Approval of audit engagement letter and audit fees - UK
Approval of audit engagement letter and audit fees - External, Ghana, Sierra Leone
Confirm auditor independence, materiality of fees, and non-audit services
Audit Clearance Meeting
Financial Results
RNS version of 2020 accounts approval
Results release and Financial Statements approval
Draft Financial Report approval
Indicative half year results
Half year results approval for release
Internal audit and risk management controls
Review of internal audit within Westminster
Review of financial, IT and general controls
Monitor Group whistleblowing procedures
Assessment of the principal risks and effectiveness of internal control systems
Governance
Assurances as to corporate governance and Corporate Governance Code
Compliance Accounting standards update
Corporate governance update
Evaluation of external audit functions
Policy on the engagement of external auditors
Review of General Risks
Review of the General Risk Matrix
Review of Coronavirus Risk Assessment
MAR Presentation
Strand Hanson - undertook an AIM Rules refresher presentation
50
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Primary areas of Judgement
Committee activity
Going concern
Goodwill
The financial statements are prepared on a going concern basis. In assessing whether
the going concern assumption is appropriate, the Committee have considered all relevant
available information about the future. As part of its assessment, the Committee reviewed
and considered appropriate management’s profit and cash forecasts, the likely continued
support of the shareholders and the ability to affect costs and revenues. The Committee
reviewed Directors’ stress tests of revenue and utilisation assumptions included in the
Group’s cash projections for a period of at least 12 months from the date of approval of
these financial statements.
The Committee considered the Board’s view that it believed the Group will generate
sufficient working capital and cash flows to continue in operational existence and it will have
the support of lenders and shareholders, if required. The Committee reviewed the Group’s
resources at the date of approving the financial statements, management’s contingency
planning and their projections for future trading, which together give a reasonable
expectation that the Group has adequate resources to continue in operational existence
for the foreseeable future, which for the avoidance of doubt is at least 12 months from the
date of signing the financial statements.
Thus, considering all of the above factors, the Committee agrees with the Director’s
decision to continue to adopt the going concern basis of accounting in the preparing
the financial statements.
The committee considered the annual impairment assessment of goodwill prepared by
management for each Cash Generating Unit using a discounted cash flow analysis based
on the strategic plans approved by the Board, including a sensitivity analysis on key
assumptions. The primary judgement areas were the achievability of the long-term business
plans and the key macroeconomic and business specific assumptions. In considering
the matter, the committee discussed with management the judgements made and the
sensitivities performed. Further detail of the methodology is set out in Notes 2 and 9
to the financial statements.
Management override of
controls
As with any SME we have reviewed the processes and systems in place during the audits
including carrying out a review of board minutes of the Group and other management
minutes in order to document the consideration and approval of all major decisions. We
also reviewed journals processed, management estimates and judgements applied.
Revenue recognition
Deferred tax assets
The committee reviewed the judgements applied by management in determining the
recognition of revenue for the period to 31 December 2021. The Committee was satisfied
that such judgements were appropriate, and any risk had been adequately addressed.
The committee reviewed the judgements applied by management in determining the
recognition of revenue for the period to 31 December 2021, The Committee was satisfied
that considering the expected level of future profits such judgements were appropriate,
and any risk had been adequately addressed.
Subsidiary intercompany
balances
The committee considered the recoverability of intercompany balances at a Company level.
The Committee was satisfied that the amounts were recoverable, and any risk had been
adequately addressed.
External Auditor
The Audit Committee has responsibility for overseeing
the Group’s relationship with the external auditor
including reviewing the quality and effectiveness of
their performance, their external audit plan and process,
their independence from the Group, their appointment
and their audit fee proposals.
The committee continues to monitor the performance
and objectivity of the external auditors and takes this
into consideration when making its recommendations
to the Board on the remuneration, the terms of
engagement and the re-appointment, or otherwise,
of the external auditors.
Prior to commencement of the 2021 year-end audit,
the committee approved the external auditor’s work
plan and resources and agreed with the auditor’s
various key areas of focus, including accounting for
acquisitions, impairments, as well as a particular
focus on certain higher risk jurisdictions.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
51
Governance report
Audit Committee Report
During the year, the committee met with the external
auditor without management being present. This
meeting provided the opportunity for direct dialogue
and feedback between the committee and the auditor,
where they discussed inter alia some of the key audit
management letter points.
The committee received confirmation from the auditor
that they are independent of the Group under the
requirements of the Financial Reporting Council’s Ethical
Standards for Auditors. The auditor also confirmed that
they were not aware of any relationships between the
Group and the firm or between the firm and any persons
in financial reporting oversight roles in the Group that
may affect its independence.
Non-audit services
In order to further ensure independence, the committee
has a policy on the provision of non-audit services by
the external auditor that seeks to ensure that the
services provided by the external auditor are not,
or are not perceived to be, in conflict with auditor
independence. The committee decided in 2020 to
strengthen this independence by asking the Group to
appoint a separate firm in the UK (Ellacotts) as UK tax
advisors. It also continued to monitor independence
by obtaining an account of all relationships between
the external auditor and the Group, and by reviewing
the economic importance of the Group to the external
auditor by monitoring the audit fees as a percentage of
total income generated from the relationship with the
Group, the committee ensured that the independence
of the external audit was not compromised. During 2020
the committee had reviewed and updated its policy on
the engagement of external auditors and the provision of
Audit v Non-Audit Services
non-audit services in order to bring it into full compliance
with the EU audit reform legislation. An analysis of fees
paid to the external auditor, including the non-audit fees,
is set out in Note 5 and detailed below.
Since 2020 the UK and Group audit has been performed
by PKF. The overseas audit is performed by Moore Sierra
Leone (£17,000) and PKF Ghana (£1,000). Other than
interim reviews there are no Non Audit Services.
Internal Audit
The committee reviewed the need for an internal function
and concluded that the given size and profitability of the
Group an internal audit function was not cost effective.
However, the committee is keeping this under review
and at an appropriate moment will look to establish an
internal audit function.
Internal Control
The Audit Committee has been delegated, from the
Board, the responsibility for monitoring the effectiveness
of the Group’s system of internal control.
The Audit Committee monitors the Group’s risk
management and internal control processes through
detailed discussions with, the Risk Committee,
management and Executive Directors, the review
of the and the external audit reports, as part of the
year-end audit, all of which highlight the key areas
of control weakness in the Group. All weaknesses
identified by either internal or external audit are
discussed by the committee with Group management
and an implementation plan for the targeted
improvements to these systems is put in place.
0
0
0
’
£
P
B
G
120
100
80
60
40
20
0
8
14
21
70
12
17
53
18
20
80
19
68
19
68
2017
2018
2019
2020
2021
Other services
Tax
Overseas Audit
UK Audit
52
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
During 2020 the committee
had reviewed and updated
its policy on the engagement
of external auditors and
the provision of non-audit
services in order to bring it
into full compliance with the
EU audit reform legislation.
The Group’s system of risk management and internal
control were in place throughout the accounting period
and remain in place up to the date of approval of this
Annual Report.
The main features of the Group’s internal control and
risk management systems that specifically relate to the
Group’s financial reporting and accounts consolidation
process are set out in the Corporate Governance Report
on page 40.
On behalf of the Board
Simon Barrell
Chairman of the Audit Committee
28 April 2022
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
53
Governance report
Nomination
Committee
Report
As Chairman of the Nomination Committee, I am pleased
to present the report of the committee for the year ended
31 December 2021.
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 24 March 2022 and can
be viewed on the Corporate Governance section of the
Company’s website (www.wsg-corporate.com).
The Terms of Reference are reviewed by the Board
annually and amended where appropriate.
Committee Membership
The Nominations Committee is composed of
independent Non-Executive Directors with the
exception of the Group CEO but other individuals
such as other Board Directors or the HR manager
may be invited to attend all or any part of any meeting
when deemed appropriate.
The Group Company Secretary, Roger Worrall, acts
as Secretary to the Committee and minutes of meetings
are circulated to all Committee members.
The key responsibilities of the Nomination Committee are:
• To under review the structure, size and composition
(including skills, knowledge, experience and diversity)
of the Board as well as the leadership needs of the
Company, both executive and non-executive, with a
view to ensuring the continued ability of the Company
to compete effectively in the marketplace;
• To review the balance of the Board and its
committees, and consider Non-Executive Directors’
independence, whether the balance between non-
executive and executive directors remains appropriate,
and whether the Board has the requisite skills and
experience to oversee delivery of the agreed strategy
for the Group;
Nomination Committee
Major General (Rtd) Graham Binns (Chair)
Mawuli Ababio
Simon Barrell
Peter Fowler
We continue to monitor
the skills, knowledge,
experience and
diversity of the Board
and its committees
and considered it
appropriate for our
size and current
activities.
• Review annually the time required from a Non-
Executive Director. Performance evaluation should be
used to assess whether the non-executive director is
spending enough time to fulfil their duties; and
• Identify any training needs of Executive Directors
and Non-Executive Directors;
• Review the Company’s succession plans and make
recommendations as appropriate.
• Identify and nominate for the approval of the
Board, candidates to fill board vacancies as
and when they arise;
Members of the Committee do not participate in
any discussions relating to their own appointment,
re-appointment or replacement.
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
2021 Activity
During the year the Committee undertook the following activities:
Nominations Committee Activities 2020-21
Feb Mar
Jun
Sep
Oct
Board Evaluation
Directors complete board evaluation survey
Consolidated board evaluation results produced & circulated
Board review of consolidated results
Review of Board skills to deliver agreed strategy
Identify & organise any board member training required
Review Board & its Committees
Review balance Execs & Non-Exec’s on Board & Committees
Review Committee Chairs & Membership
Consider Non-Executive Directors Independence
Consider the amount of time Chairman & Non-Execs require to fulfil their duties
Consider if Chairman Non-Execs are spending enough time to fulfil their duties
Review Succession Plans
Review Board Succession plans
Review Senior Non-Main Board Directors & Senior Managers Succession plans
Board Members – Vacancies (when required)
Identify & Nominate Candidates to the board
GENDER
AGE
Board
Senior
Management
Group Wide
Male 100%
Female 0%
Male 71%
Female 29%
Male 66%
Female 34%
Board
Senior
Management
Group Wide
50+ 86%
30-50 14%
50+ 43%
30-50 57%
50+ 20%
30-50 63%
18-30 17%
At a meeting chaired by Lady Patricia Lewis, it
formally approved the appointment of Simon Barrell
as a non-executive director of the group.
At a meeting chaired by Mawuli Ababio, it formally
approved the appointment of Major General (Rtd)
Graham Binns as a non-executive director of
the group.
We continue to monitor the skills, knowledge,
experience and diversity of the Board and its
committees and considered it appropriate for
our size and current activities. The diversity of
our Board, our senior management and the
Group as a whole are shown in the charts. The skills
matrix for the Board can be found on page 39.
We also continue to have oversight of succession. At our
stage of development, we feel our succession planning
is adequate, but it is an area we are monitoring carefully
and will continue to advise the Board accordingly.
On behalf of the Board
Major General (Rtd) Graham Binns
Chairman of the Nomination Committee
28 April 2022
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
55
Governance report
Remuneration
Committee
Report
As Chairman of the Remuneration Committee, I am
pleased to present the report of the committee for the
year ended 31 December 2021.
The Terms of Reference are reviewed by the Board
annually and amended where appropriate.
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 24 March 2022 and can
be viewed on the Corporate Governance section of the
Company’s website (www.wsg-corporate.com).
As a Company whose shares are admitted to trading
on AIM, the preparation of a Remuneration Committee
report is not an obligation. The Group has, however,
sought to provide information that is appropriate to its
size and organisation.
Committee Membership
The Remuneration Committee is composed entirely
of independent Non-Executive Directors but other
individuals such as the Group’s Chairman and CEO
and may be invited to attend all or any part of any
meeting when deemed appropriate.
The Group Company Secretary, Roger Worrall, acts
as Secretary to the Committee and minutes of meetings
are circulated to all Committee members.
Executive Directors’ Remuneration Policy
The Remuneration Committee is responsible for
establishing a formal and transparent procedure for
developing policy on executive remuneration and to
set the remuneration packages of individual Directors.
This includes agreeing with the Board the framework for
remuneration of the Chief Executive, all other Executive
Directors and such other members of the executive
management of the Company as it is designated to
consider. It is furthermore responsible for determining
the total individual remuneration packages of each
Director, including, where appropriate, bonuses,
incentive payments and share options.
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Remuneration Committee
Mawuli Ababio (Chair)
Simon Barrell
Major General (Rtd) Graham Binns
The Committee’s policy is to provide a remuneration
package which will attract and retain Directors and
management with the ability and experience required
to manage the Group and to provide superior long-term
performance. It is the aim of the Committee to reward
Directors competitively and on the broad principle that
their remuneration should be in line with the remuneration
paid to senior management of comparable companies.
There are four main elements of the remuneration
package for Executive Directors: base salary, share
options, benefits and annual bonus. Notice periods for
Executive Directors are 12 months.
Base salary is reviewed annually and in setting salary
levels the Remuneration Committee considers the
experience and responsibilities of the Executive Directors
and their personal performance during the previous
year. The Committee also takes account of external
market data, as well as the rates of increases for other
employees within the Group.
Share options are granted having regard to an individual’s
seniority within the business and are designed to give
Directors and staff an interest in the increase in the
value of the Group. None have been granted in 2021.
Benefits primarily comprise the provision of company
cars, pension payments, health insurance and
participation in the Group life assurance scheme.
The Committee’s policy is to provide a
remuneration package which will attract and
retain Directors and management with the ability
and experience required to manage the Group
and to provide superior long-term performance.
All Executive Directors and executive management
participate in the Group’s annual bonus scheme,
which is based upon the assessment of individual
performance, subject to the Group achieving profitability
commensurate with its revenues and capital employed.
Exclusions
The terms of reference of the Committee do not
encompass:
• decisions to employ or dismiss Executives which
is a matter for the Board; or
• deliberate on the remuneration of any Non-Executive
Director, which is a matter for the Board; or
• responsibility for nominations to the Board which
is a matter for the Nominations Committee.
This report details how the Remuneration Committee
has fulfilled its responsibilities under its Terms of
Reference and under the QCA Corporate Governance
Code 2018. The report sets out the Company’s
remuneration policy, how the policy will be applied in
2021, gives details of the remuneration outcomes for
2021, and describes the workings of the Remuneration
Committee during the year.
Remuneration Outcomes for 2021 and
Remuneration Policy for 2022
Executive Directors’ remuneration
Executive Directors remuneration is determined by the
Remuneration Committee. Certain Executive Directors
took voluntary salaries reductions in October 2014
as part of the cost reductions during the Ebola crisis
which have not been adjusted since. The Remuneration
Committee has agreed a scheme to recompense the
directors affected in shares for those reductions.
There have been no changes in Executive Directors
salaries and entitlements in 2021. Looking forward the
Committee is aiming to bring the remuneration more
into line with the market and to introduce a Long-Term
Incentive Plan for directors and key staff.
Non-Executive Directors’ remuneration
Non-Executive Directors’ remuneration is determined by
the Board as a whole, each refraining from determining
his own remuneration. The fees paid to Non-Executive
Directors are set at a level intended to attract individuals
with the necessary experience and ability to make a
significant contribution to the Group.
It is anticipated that Non-Executive Directors will spend
an average of 2 days a month undertaking their Role and
Duties. This will include attendance at board meetings,
the AGM, one annual board away day a year and at least
one site visit a year. Due to Covid-19 restrictions the
away day and site visits were not possible in 2021. They
also attend periodic Remuneration and Audit Committee
meetings. They are required to spend time considering
all relevant papers prior to each meeting.
In addition to the above they may be required to devote
additional time to the Company when it is undergoing
a period of particularly increased activity and may be
required to support the Company by attending meetings
with clients and advisors etc. both within the UK and
overseas.
The service contracts of the Non-Executive Directors
specify the following:
Non-Executive Directors
Severance
Notice
Mawuli Ababio
Simon Barrell
Graham Binns
None
None
None
3 months
3 Months
3 months
Contractual fees (pa)
£’000
24
24
24
Non-Executive Directors are allowed to claim reasonable expenses and receive payments for additional days worked
on authorised projects over a contractual 2 days per month.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
57
Governance report
Remuneration Committee Report
Board Balance, Time Commitment and Meetings
The Board contains a balance of Executive and Non-
Executive Directors, including an Executive Chairman
who is responsible for dealing with the strategic direction
and long-term success of the Company. The Board will
meet every two months or at any other time deemed
necessary for the good management of the business
and at a location agreed between the Board members.
The Non-Executive Directors are all considered
independent Directors.
Executive and Non-Executive Directors’
remuneration package and interest in share capital
Details of the Executive and Non-Executive Directors’
remuneration and interest in share capital for the year
ended 31 December 2021 are as follows:
Executive Directors
Sir Anthony Baldry
Peter Fowler
Mark Hughes
Stuart Fowler
Non-Executive Directors
Lady Patricia Lewis#
Charles Cattaneo#
Mawuli Ababio
Simon Barrell *
Graham Binns *
Charles Cattaneo
Total Board Remuneration
Basic
£’000
Benefit in kind
£’000
Group NI
£’000
Total cost of
employment
2021
£’000
Total cost of
employment
2020
£’000
76
157
120
110
463
20
12
63
12
4
24
111
574
-
18
4
-
22
-
-
-
-
-
-
-
22
9
21
14
14
58
1
-
-
1
-
-
2
60
85
196
138
124
543
21
12
63
13
4
24
113
656
82
196
138
124
540
26
24
24
-
-
24
74
614
* = Appointed to the board # = Resigned from the board
There was no recompense for loss of office. No options
were exercised during the year and no cash benefit was
therefore received by the Directors.
The Executive and Non-Executive Directors who held
office during the year had no interests in the shares or
loan stock of the Company or any of its subsidiaries
except that Mawuli Ababio has 10% of our dormant
Ghana company (Westminster International (Ghana)
Limited) and for the following holdings of ordinary
shares in the Company:
1 January 2021
Purchased in Year
31 December 2021
Sir Anthony Baldry
Mawuli Ababio
Peter Fowler and Mrs P J Fowler
Mark Hughes
Stuart Fowler
Simon Barrell
Major General (Rtd) Graham Binns
-
-
6,501,794
116,000
541,618
-
-
7,159,412
176,991
-
100,000
-
-
375,000
-
651,991
176,991
-
6,601,794
116,000
541,618
375,000
-
7,811,403
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
In addition to the interests disclosed above, the
following Executive and Non-Executive Directors
have options to acquire ordinary shares of 10p each
in the Company granted under the 2007 Share Option
Plan. Details are as follows:
Market
Price at
Date of
Grant
01
January
2021
Change
in Year
31
December
2021
Date from which
exercisable
Expiry Date
13p
750,000
25.5p
781,250
13p
1,750,000
10.25p
750,000
25.5p
625,000
13p
750,000
-
-
-
-
-
-
750,000
781,250
01 June 2019#
31 May 2028
10 June 2016*
09 June 2024
1,750,000
01 June 2019#
31 May 2028
750,000 08 November 2019# 07 November 2028
625,000
750,000
10 June 2016*
09 June 2024
01 June 2019#
31 May 2028
Grant
Price
13p
28.5p
13p
13p
28.5p
13p
Sir Anthony Baldry
Peter Fowler
Peter Fowler
Mark Hughes
Stuart Fowler
Stuart Fowler
The market price of the shares at 31 December 2021 was 3.10p and the range during the year was 2.80p to 6.70p.
(*) These options were granted to the Directors at a price
of 28.5p under the 2007 EMI Scheme. Executive Directors
are issued share options under the EMI Scheme and Non-
Executive Directors under an unapproved scheme, which
has the same rules as the EMI Scheme but without the
relevant tax concessions. Save for a change of control in
the Company, Share Options granted to Directors will only
vest if the Company’s share price has reached 60p at any
time and became exercisable from 10 June 2016 expiring
9 June 2024.
(#) These options were granted to the Directors at a
price of 13p under the Company’s 2017 Share Option
Scheme. They can be exercised at any time from the
first anniversary of the date of grant up to the tenth
anniversary of that date. Save for a change of control
in the Company, the Share Options will only vest if the
Company’s share price has reached 26p per Ordinary
Share at any time, being twice the middle market price
on the original date of grant.
RemCo Committee Activities 2021
Independent Review – PWC/Bird & Bird
Independent Review / Advice – Bird & Bird
Advice from Strand Hanson
Remuneration Policy
Consideration of Groups financial situation
Update on remuneration trends generally
Review of overall remuneration policy
Execs & Non-Execs Salary Review
Review Executive salaries for 2021
Review Non - Executive fees for 2021
Review Executive salaries for 2022
Review Non - Executive fees for 2022
Performance Pay & Long-term Incentive Plan Options
Review of proposed performance pay package
Consideration of Long-Term Incentive plan options
Consideration of Deferred Bonus plan options
Approval of LTIP & Deferred Bonus Framework
Approval of LTIP & Deferred Bonus Criteria
Directors Shareholding Review
Directors Shareholding Review
Feb
Apr
Jul
Nov
Dec
On behalf of the Board.
Mawuli Ababio
Chairman of the Remuneration Committee
28 April 2022
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
59
Governance report
Directors’ Report
Risk management objectives and strategy
The Group’s corporate governance objective is to build
a risk management framework across the Group. Local
operations prepare relevant local risk registers which
are then reviewed by a committee of executive Group
management who then in turn report to the Audit
Committee who in turn report to the main Board. Clear
channels of communication exist to ensure that risk
management objectives are communicated across the
company and that risks are reported up to the Board
and relevant management. External auditors are used
where necessary, and the Group will consider the need
to establish an internal audit process as the Group
expands. This may include operational reviews (such as
compliance with aviation security standards) as well as
the traditional financial and compliance aspects.
Results and dividends
The Group’s results for the financial year are set out in
the Consolidated Statement of Comprehensive Income.
The Directors do not recommend the payment of a
dividend (2020: £nil).
Directors’ interests in share capital and share
options
Details of the Directors’ interests in share capital and
share options are contained in the Remuneration
Committee report.
Other significant interests in the Company
At 28 April 2022, those shareholders, other than
Directors, who had disclosed to the Company an interest
of more than 3% of the issued share capital, are set out
as follows.
Name of shareholder
Interest in
shares
Percentage
Spreadex Ltd
19,787,083
5.99%
HSBC Holdings PLC
17,451,858
5.28%
Janus Henderson
12,500,000
3.78%
Premier Miton Group
10,000,000
3.03%
The Directors of Westminster Group PLC (Company
Number: 03967650) present their annual report and
the audited financial statements for the year ended
31 December 2021.
Principal activities
Westminster Group PLC is a specialist security and
services group operating worldwide through an
extensive international network of agents and
contacts in over 50 countries.
Westminster’s principal activity is the design, supply
and ongoing support of advanced technology security
solutions, encompassing a wide range of surveillance,
detection, tracking and interception technologies and the
provision of long-term managed services contracts such
as the management and running of complete security
services and solutions in airports, ports and other
such facilities, together with consultancy and training
services. The majority of its customer base, by value,
comprises governments and government agencies,
non-governmental organisations (NGOs) and blue-chip
commercial organisations.
Review of business, future developments and key
performance indicators
A full review of the business and future development,
incorporating key performance indicators, is set out in
the Chief Executive Officer’s Strategic Report and the
Chief Financial Officer’s statements on pages 8 to 21.
The Directors who held office during the year were as
follows:
Executive Directors
Rt Hon Sir Tony Baldry
Peter Fowler
Stuart Fowler
Mark Hughes
Non-Executive Directors
Lady Patricia Lewis (resigned 1 November 2021)
Charles Cattaneo (resigned 24 June 2021)
Mawuli Ababio
Simon Barrell (appointed 25 June 2021)
Major General (Rtd) Graham Binns
(appointed 1 November 2021)
60
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| WESTMINSTER GROUP PLC
Policy on payments to suppliers
It is a policy of the Group in respect of all suppliers,
where reasonably practical, to agree the terms of
payment with those suppliers when agreeing the terms
of each transaction and to abide by them. The ratio of
amounts owed by the Group to trade creditors at the
year-end represented 43 days (2020: 50 days).
Share price
During 2021 the Company’s share price ranged from
2.80p to 6.70p and the share price at 31 December 2021
was 3.10p (2020: 4.15p).
Directors’ and officers’ liability insurance
The Company, as permitted by sections 234 and 235
of the Companies Act 2006, maintains insurance cover
on behalf of the Directors and Company Secretary
indemnifying them against certain liabilities which may
be incurred by them in relation to the Company.
seen a significant rise in product sales revenues
mitigating reductions elsewhere in the business.
The Directors continue to monitor the situation with
respect to Covid-19 and to update its risk assessments
and contingency planning as necessary.
The Directors have therefore reviewed the Group’s
resources taking into account the continuing, if
diminishing, issues caused by the pandemic at the
date of approving the financial statements, and their
projections for future trading, which give a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the foreseeable
future, which for the avoidance of doubt is at least 12
months from the date of signing the financial statements.
Thus, they continue to adopt the going concern basis of
accounting in the preparing the financial statements.
Auditor
In so far as each of the Directors is aware:
Post balance sheet events
These are detailed in note 29 to the financial statements.
• There is no relevant audit information of which the
Company’s auditor is unaware, and
Going concern
As detailed in note 2 to the financial statements,
the financial statements are prepared on a going
concern basis. In assessing whether the going concern
assumption is appropriate, management have considered
all relevant available information about the future. As
part of its assessment, management have considered
the profit and cash forecasts, the continued support of
the shareholders and Directors and management ability
to affect costs and revenues. Management regularly
forecast results, financial position and cash flows for
the Group.
In 2020, the Directors took timely action implementing
logistical and organisational changes to consolidate the
Group’s resilience to Covid-19, including a reduction
in costs, risk assessments, safe working practices
and various other measures, including utilisation of
governmental support schemes. The Directors also took
action to expand the Group’s range of fever screening
and safety equipment, expanding its supply base and
instigating targeted marketing campaigns which has
• The Directors have taken all steps that they ought to
have taken to make themselves aware of any relevant
audit information and to establish that the auditor is
aware of that information.
The Directors are responsible for the maintenance
and integrity of the corporate and financial information
included on the Group’s website. Legislation in the
United Kingdom governing the preparation and
dissemination of financial statements may differ
from legislation in other jurisdictions.
On behalf of the Board.
Peter Fowler
Director
28 April 2022
Mark L W Hughes
Director
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
61
Governance report
Statement
of Directors’
Responsibilities
Directors’ responsibilities statement
The Directors are responsible for preparing the Strategic
report, the Directors’ report and the financial statements
in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group
and parent Company financial statements for each
financial year. Under that law the Directors have prepared
the Group financial statements in accordance with
International Accounting Standards in conformity with
the requirements of the Companies Act 2006. Under
company law the Directors must not approve the
financial statements unless they are satisfied that they
give a true and fair view of the state of affairs of the
Group and Company and of the profit or loss of the
Group and Company for that period. The Directors
are also required to prepare financial statements in
accordance with the rules of the London Stock
Exchange for companies trading securities on AIM.
In preparing these financial statements, the Directors
are required to:
• Select suitable accounting policies and then apply
them consistently;
• Make judgements and accounting estimates that
are reasonable and prudent;
• State whether applicable IFRS have been followed,
subject to any material departures disclosed and
explained in the financial statements; and
• Prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group will continue in business.
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 the Group and enable them to
ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
Website publication
The Directors are responsible for ensuring that the
Annual Report and financial statements are made
available on a website. Financial statements are
published on the Company’s website in accordance
with legislation in the United Kingdom governing the
preparation and dissemination of financial statements,
which may vary from legislation in other jurisdictions.
The maintenance and integrity of the Company’s
website is the responsibility of the Directors. The
Directors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
On behalf of the Board.
Peter Fowler
Director
28 April 2022
Mark L W Hughes
Director
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
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 the Group.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
63
Financial statements
Independent
Auditor’s Report
to the Members of Westminster Group PLC
Opinion
We have audited the financial statements of Westminster
Group PLC (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 31 December 2021 which
comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and the Company Statements
of Financial Position, the Consolidated Statement of
Changes in Equity, the Company Statement of Changes
in Equity, the Consolidated Cash Flow Statement, the
Company Cash Flow Statement and notes to the financial
statements, including significant accounting policies.
The financial reporting framework that has been applied
in their preparation is applicable law and international
accounting standards in conformity with the requirements
of the Companies Act 2006 and as regards the parent
company financial statements, as applied in accordance
with the provisions of the Companies Act 2006.
In our opinion:
• the financial statements give a true and fair view of
the state of the group’s and of the parent company’s
affairs as at 31 December 2021 and of the group’s
loss for the year then ended;
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the director’s use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the directors’
assessment of the group’s and parent company’s
ability to continue to adopt the going concern basis of
accounting included a review of the group’s forecast
financial information up to 31 December 2024, as well
as obtaining the post year-end management accounts
for review. Refer to the Key Audit Matters section of this
report for further information on how we evaluated the
directors’ assessment of the going concern basis of
accounting and the entity’s ability to continue as a
going concern.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the group’s or parent company’s
ability to continue as a going concern for a period of at
least twelve months from when the financial statements
are authorised for issue.
• the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report..
• the parent company financial statements have been
properly prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the Companies
Act 2006; and
• the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the group and parent company in
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Our application of materiality
The scope of our audit was influenced by our application
of materiality. We determined materiality for the financial
statements as a whole to be £121,000 for the group
financial statements, based on 1.75% of group revenue
(2020 - £140,000 based on 1.5% of group revenue). The
change in the materiality threshold year on year reflects
the knowledge gained from the prior year audit.
We consider the revenue to be the most relevant
determinant of the group’s financial position and
performance used by shareholders. The group continue
to seek new opportunities to expand the business
through the signing of new contracts in their target
regions. The impact of COVID-19 continued to adversely
impact several of the revenue streams in 2021.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £6,050 in addition to other identified
misstatements that warranted reporting on qualitative
grounds for both group and parent company.
Materiality for the financial statements as a whole of the
parent company was set at £120,999 (2020 - £139,999).
Parent company materiality is based on net assets as
the main driver of the parent company is the underlying
performance of the subsidiaries. Materiality is capped at
a level below the Group materiality.
Whilst materiality for the financial statements as a whole
of the group was set at £121,000, each significant
component of the group was audited to an overall
materiality ranging between £5,000 to £120,999 with
performance materiality set at 70% for the group and
all components of the group individually. 70% has
been deemed a suitable threshold as the audit has
been deemed medium risk. We applied the concept of
materiality both in planning and performing the audit,
and in evaluating the effect of misstatement.
Our approach to the audit
In designing our audit we determined materiality, as
above, and assessed the risk of material misstatement
in the financial statements. We addressed the risk of
management override of internal controls, including
evaluating whether there was evidence of bias by the
directors that represents a risk of material misstatement
due to fraud.
A full scope audit was performed on the complete
financial information of the group’s significant operating
component located in Sierra Leone and United Kingdom.
As the group auditor, we were responsible for the
scope and direction of the audit process. The group’s
Sierra Leone operations were audited by a component
auditor. The audit team discussed significant events
occurring during the year and post year-end period with
the component auditor and performed a review of the
component auditor’s working papers, including review of
planning and completion stage group reporting. All other
work was performed by PKF Littlejohn LLP.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period and
include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified,
including those which had the greatest effect on: the
overall audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit
of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate
opinion on these matters.
Key Audit Matter
How our scope addressed this matter
Revenue recognition (See Note 2)
Our work in this area included:
Under ISA (UK) 240 there is a presumption that revenue
recognition is a fraud risk.
The group has several different revenue streams under the main
trading entities Westminster International Limited, Westminster
Aviation Security Services and Keyguard UK Limited.
There is a significant risk regarding the completeness and
accuracy of the revenue given that the point of recognition
for each material revenue stream could be different and should
conform to IFRS 15.
• Documenting our understanding of the internal control
environment in operation for the material income streams
and undertaking a walk-through to ensure that the key
controls within these systems are operating in the period
under audit;
• Understanding and corroborating the revenue recognition
policy for each income stream is in accordance with the
IFRS 15 approach for revenue recognition including a
review of the accounting policy disclosures; and
• Substantive transactional testing of income recognised in
the financial statements, including deferred and accrued
income balances recognised at year end;
• and a review of post year end receipts to ensure
completeness of income recorded in the accounting period.
Going concern (See Note 2)
Our work in this area included:
The impact of COVID-19 continued to present much uncertainty
for the business, particularly on its operations in the aviation and
security industries and ongoing travel restrictions worldwide.
As a result of COVID-19, revenues in both these areas have
reduced in the year.
The group was loss making in both 2019 and 2020 and
experienced cash outflows. Given the reliance on future fund
raising and the successful monetisation of contracts that have
been signed but are yet to be revenue generating, there is a
risk that the group is not a going concern.
• A review of the group’s budgets/forecasts, which were
compared with available post year-end results.
• Agreeing the opening position to management accounts
and bank statements;
• Holding discussions with management to understand the
rationale behind the model;
• Considering the inherent risks to the Group’s business
model;
• Reviewing performance to past budgets to ensure that
there is no evidence that budgetary forecasts are
unrealistic and are not achieved.
• Challenge of management assumptions used in formulating
the cash flow forecasts including growth rates in
established revenue lines and increases in overheads.
• Ensuring appropriate disclosures have been made in
the financial statements surrounding the going concern
position and COVID-19.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
65
Financial statements
Independent Auditor’s Report
to the Members of Westminster Group PLC
Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The directors are
responsible for the other information contained within
the annual report. Our opinion on the group and parent
company financial statements does not cover the other
information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to
read the other information and, in doing so, consider
whether the other information is materially inconsistent
with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to
be materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise
to a material misstatement in the financial statements
themselves. If, based on the work we have performed,
we conclude that there is a material misstatement of this
other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
• 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; and
• the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by
exception
In the light of the knowledge and understanding of the
group and the parent company and their environment
obtained in the course of the audit, we have not identified
material misstatements in the strategic report or the
directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by
the parent company, or returns adequate for our audit
have not been received from branches not visited by
us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Statement of Directors’
Responsibilities, the directors are responsible for
the preparation of the group and parent company
financial statements and for being satisfied that they
give a true and fair view, and for such internal control
as the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the group and parent company financial
statements, the directors are responsible for assessing
the group and the parent company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and
to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
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| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect
of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities,
including fraud is detailed below:
• We obtained an understanding of the group and
parent company and the sector in which they operate
to identify laws and regulations that could reasonably
be expected to have a direct effect on the financial
statements. We obtained our understanding in this
regard through discussions with management and
review of board minutes amongst other procedures.
• We determined the principal laws and regulations
relevant to the group and parent company in this
regard to be those arising from:
o AIM Rules
o Local industry regulations in Sierra Leone and
Ghana
o Local tax and employment law in Sierra Leone
and Ghana
• We designed our audit procedures to ensure the audit
team considered whether there were any indications
of non-compliance by the group and parent company
with those laws and regulations. These procedures
included, but were not limited to:
o Enquires of management
o Review of Board minutes
o Review of legal expenses
o Review of RNS announcements
• As in all of our audits, we addressed the risk of fraud
arising from management override of controls by
performing audit procedures which included, but
were not limited to: the testing of journals; reviewing
accounting estimates for evidence of bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
Because of the inherent limitations of an audit, there is
a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial
statements or non-compliance with regulation. This
risk increases the more that compliance with a law or
regulation is removed from the events and transactions
reflected in the financial statements, as we will be less
likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves
intentional concealment, forgery, collusion, omission
or misrepresentation.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part
of our auditor’s report.
Use of our report
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.
Joseph Archer (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
28 April 2022
15 Westferry Circus
Canary Wharf
London E14 4HD
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
67
Financial statements
Consolidated Statement of
Comprehensive Income
for the year ended 31 December 2021
REVENUE
Cost of sales
GROSS PROFIT
Administrative expenses
(LOSS)/PROFIT FROM OPERATIONS
Analysis of operating loss
Profit from operations
Add back amortisation
Add back depreciation
Add back share-based expense
Add back exceptional items
EBITDA^ (Loss)/Profit from underlying operations
Finance costs
LOSS BEFORE TAXATION
Taxation
Note
3
5
10
11
4
6
2021
Total
£'000
7,051
(3,789)
3,262
(5,179)
(1,917)
(1,917)
78
166
-
-
(1,673)
(3)
(1,920)
(11)
2020
Restated
Total
£'000
9,945
(5,974)
3,971
(4,715)
(744)
(744)
63
162
-
-
(519)
(17)
(761)
31
LOSS AND TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
(1,931)
(730)
LOSS AND TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
OWNERS OF THE PARENT
NON-CONTROLLING
INTEREST
(1,921)
(10)
(577)
(153)
LOSS PROFIT AND TOTAL COMPREHENSIVE INCOME
(1,931)
(730)
EARNINGS PER SHARE
8
(0.62p)
(0.45p)
The accompanying notes form part of these financial statements.
^ This is an Alternative Performance Measure refer to Note 2 for further details
68
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Financial statements
Consolidated and Company Statements
of Financial Position
for the year ended 31 December 2021
Note
9
10
11
13
16
17
18
19
18
20
22
23
23
Goodwill
Other intangible assets
Property, plant and equipment
Investment in subsidiaries
Deferred tax asset
TOTAL NON-CURRENT ASSETS
Inventories
Trade and other receivables
Cash and cash equivalents
TOTAL CURRENT ASSETS
Assets of disposal groups classified as held for sale
Non current receivable
TOTAL ASSETS
Called up share capital
Share premium account
Merger relief reserve
Share based payment reserve
Equity reserve on convertible loan note
Revaluation reserve
Retained earnings:
At 1 January
(Loss)/profit for the year
Other changes in retained earnings
At 31 December
(DEFICIT)/EQUITY ATTRIBUTABLE TO:
OWNERS OF THE COMPANY
NON-CONTROLLING INTEREST
TOTAL (DEFICIT)/EQUITY
Lease liability
Borrowings
TOTAL NON-CURRENT LIABILITIES
Contractual liabilities
Trade and other payables
TOTAL CURRENT LIABILITIES
Lease liability
TOTAL LIABILITIES
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
Restated
Group
2020
Restated
Group
2019
Company
2021
Company
2020
£’000
£’000
£'000
£'000
Group
2021
£'000
614
150
614
187
614
129
1,895
1,901
1,979
-
907
3,629
47
2,525
557
3,129
170
-
-
120
1,133
-
-
-
187
1,088
-
-
1,253
1,275
-
9,830
380
-
9,147
1,716
10,210
10,863
-
-
-
-
12,138
16,278
14,069
300
1,050
-
139
6,928
11,463
14,540
9,577
300
978
423
133
331
-
-
1,043
-
139
-
953
3,612
681
3,661
944
5,286
-
424
9,322
331
-
-
1,043
-
139
-
956
3,658
773
2,438
2,143
5,354
-
484
9,496
16,278
14,069
300
1,050
-
139
(24,409)
(23,830)
(22,688)
(20,957)
(18,468)
(1,921)
32,670
(577)
(1,290)
15
148
(2,389)
32,653
(2,504)
15
6,340
(24,392)
(23,830)
9,307
(20,957)
7,853
(390)
7,463
12
-
12
87
1,760
1,847
-
1,859
9,322
7,444
(385)
7,059
29
-
29
100
2,308
2,408
-
2,437
9,496
2,121
(232)
1,889
-
2,510
2,510
73
2,456
2,529
-
5,039
6,928
10,820
10,879
-
-
10,820
10,879
5
-
5
-
638
638
-
643
11,463
13
-
13
-
1,246
1,246
-
1,259
12,138
The accompanying notes form part of these financial statements. The Company has taken advantage of the exemption
under Section 408 of the Companies Act 2006 from presenting its own profit and loss account. The Company made
a loss of £2,348,000 in 2021, (2020: £2,545,000 restated loss). The Group and Company financial statements were
approved by the Board and authorised for issue on 28 April 2022 and signed on its behalf by:
Peter Fowler
Director
Mark L W Hughes
Director
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
69
Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
Called
up
share
capital
Share
premium
account
Merger
relief
reserve
Share
based
payment
reserve
Revaluation
reserve
Equity
reserve on
convertible
loan note
Retained
earnings
Total
Non-
controlling
interest
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000 £’000
16,278
14,069
300
1,050
139
-
(24,242)
7,594
(535) 7,059
-
-
-
-
-
-
(150)
(150)
150
-
16,278
14,069
300
1,050
139
-
(24,392)
7,444
(385) 7,059
AS AT 1
JANUARY 2021
as previously
stated
Prior year
adjustment
(Note 28)
AS AT 1
JANUARY 2021
Shares issued
for cash
Cost of share
issues
Lapse of share
options
Exercise of
warrants and
share options
Capital
Reduction
44
2,456 -
-
-
-
(179)
-
9
-
-
-
(15,991)
(16,355)
(300)
-
-
(7)
-
-
TRANSACTIONS
WITH OWNERS
(15,947)
(14,069)
(300)
(7)
Total comprehen-
sive expense for
the year
AS AT 31
DECEMBER
2021
-
331
-
-
-
-
-
-
-
-
-
-
-
-
- 2,500
- 2,500
-
-
(179)
-
(179)
-
7
-
-
-
9
-
32,646
-
-
-
-
-
9
-
-
32,653 2,330
- 2,330
-
(1,921)
(1,921)
(5)
,926)
-
1,043
139 -
6,340 7,853
(390) 7,463
70
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2021
Called
up
share
capital
Share
premium
account
Merger
relief
reserve
Share
based
payment
reserve
Equity
reserve on
convertible
loan note
Revaluation
reserve
Retained
earnings
Total
Non-
controlling
interest
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
14,540
9,577
300
978
133
423
(23,697)
2,254
(365)
1,889
-
-
-
-
- -
(133)
(133)
133
-
14,540
9,577
300
978
133
423
(23,830)
2,121
(232)
1,889
1,525
5,225
-
(733)
-
-
-
-
-
-
-
-
-
-
6,750
-
6,750
-
-
-
(733)
-
(733)
87
-
-
-
87
-
87
-
-
-
(15)
-
- 15
-
-
-
213
-
- -
-
-
-
213
-
213
-
-
- -
6 -
-
6
-
6
AS AT 1
JANUARY 2020
as previously
stated
Prior year
adjustment
(Note 28)
AS AT 1
JANUARY 2020
Shares issued
for cash
Cost of share
issues
Share based
payment charge
Lapse of share
Options
Exercise of
warrants and
share options
Revaluation of
freehold property
CLN movement
-
-
- -
-
(423)
-
(423)
-
(423)
TRANSACTIONS
WITH OWNERS
1,738
4,492
-
72
6
(423)
15
5,900 -
5,900
Total comprehen-
sive expense for
the year
AS AT 31
DECEMBER
2020
-
-
- -
- -
(577)
(577)
(153)
(730)
16,278
14,069
300
1,050
139 -
(24,392)
7,444
(385)
7,059
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
71
Financial statements
Company Statement of Changes in Equity
for the year ended 31 December 2021
Called
up
share
capital
Share
premium
account
Merger
relief
reserve
Share
based
payment
reserve
Equity
reserve on
convertible
loan note
Revaluation
reserve
Retained
earnings
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
AS AT 1 JANUARY 2021
16,278
14,069
300
1,050
139
Shares issued for cash
Cost of share issues
Share based payment charge
Lapse of Share Options
Exercise of warrants and share options
44
-
-
-
-
2,456
(179)
-
-
9
Capital Reduction
(15,991)
(16,355)
TRANSACTIONS WITH OWNERS
(15,947)
(14,069)
-
-
-
-
-
(300)
(300)
-
-
-
(7)
-
-
(7)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(20,957) 10,879
-
2,500
-
(179)
-
-
7
-
-
9
32,646
-
-
32,653
2,330
Total comprehensive expense
for the year
-
-
- -
-
-
(2,389)
(2,389)
AS AT 31 DECEMBER 2021
331
-
-
1,043
139
-
9,307 10,820
AS AT 1 JANUARY 2020
14,540
9,577
300
978
133
12
(18,468)
7,072
Shares issued for cash
Cost of share issues
Share based payment charge
Lapse of Share Options
Exercise of warrants and share options
213
Revaluation of freehold property
CLN Movement
Other movements in Equity
-
-
-
1,525
5,225
-
-
-
-
-
-
-
-
-
-
-
(733)
-
-
-
-
-
-
-
-
87
-
-
-
-
-
-
(15)
-
-
-
-
-
-
-
6
-
-
-
-
(12)
-
(12)
-
-
-
-
-
-
-
15
6,750
(733)
87
(15)
213
6
(12)
15
15
6,311
TRANSACTIONS WITH OWNERS
1,738
4,492
-
72 6
Total comprehensive expense
for the year
-
-
-
-
-
-
(2,504)
(2,504)
AS AT 31 DECEMBER 2020
16,278
14,069
300
1,050
139
-
(20,957) 10,879
72
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Financial statements
Consolidated Cash Flow Statement
for the year ended 31 December 2021
(LOSS) / PROFIT AFTER TAX
Taxation
(LOSS) / PROFIT BEFORE TAX
Non-cash adjustments
Net changes in working capital
NET CASH USED IN OPERATING ACTIVITIES
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
Purchase of intangible assets
CASH OUTFLOW FROM INVESTING ACTIVITIES
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues of ordinary shares
Costs of share issues
Repayment of convertible loan note
Reduction in finance lease debt
Finance cost on lease liabilities
CLN and other interest paid
Other loan repayments, including interest
Note
24
24
11
10
2021
Total
£'000
(1,931)
11
(1,920)
244
(1,632)
(3,308)
(160)
(41)
(201)
2,509
(179)
-
(17)
(3)
-
-
2020
Total
£'000
(730)
(31)
(761)
(59)
(1,033)
(1,853)
(111)
(121)
(232)
6,963
(733)
(2,222)
(69)
(5)
(262)
(1)
CASH INFLOW FROM FINANCING ACTIVITIES
2,310
3,671
Net change in cash and cash equivalents
(1,199)
1,586
CASH AND EQUIVALENTS AT BEGINNING OF YEAR
2,143
557
CASH AND EQUIVALENTS AT END OF YEAR
19
944
2,143
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
73
Financial statements
Company Cash Flow Statement
for the year ended 31 December 2021
(LOSS)/PROFIT AFTER TAX
Other Non-cash adjustments
Net changes in working capital
NET CASH (USED IN)/FROM OPERATING ACTIVITIES
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
Purchase of intangible assets
CASH OUTFLOW FROM INVESTING ACTIVITIES
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues of ordinary shares
Costs of share issues
Repayment of convertible loan note
Change in lease debt
Finance cost on lease liabilities
Interest paid
CASH INFLOW FROM FINANCING ACTIVITIES
Net change in cash and cash equivalents
CASH AND EQUIVALENTS AT BEGINNING OF YEAR
Note
Company
2021
Company
2020
24
24
11
10
£'000
(2,389)
140
(1,291)
(3,540)
(111)
(6)
(117)
2,509
(179)
-
(8)
(1)
-
2,321
(1,336)
1,716
£’000
(2,545)
583
(1,811)
(3,773)
(62)
(121)
(183)
6,963
(733)
(190)
(20)
(2)
(374)
5,644
1,688
28
CASH AND EQUIVALENTS AT END OF YEAR
19
380
1,716
The accompanying notes form part of these financial statements.
74
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
1. GENERAL INFORMATION AND NATURE OF
OPERATIONS
Westminster Group PLC (“the Company”) was
incorporated on 7 April 2000 and is domiciled and
incorporated in the United Kingdom and quoted
on AIM. The Group’s financial statements for the
year ended 31 December 2020 consolidate the
individual financial statements of the Company and its
subsidiaries. The Group design, supply and provide
on-going advanced technology solutions and services
to governmental and non-governmental organisations
on a global basis.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of preparation
The Group financial statements have been prepared
and approved by the Directors in accordance with
International Accounting Standards in conformity with
the requirements of the Companies Act 2006. The
Parent Company has elected to prepare its financial
statements in accordance with IFRS. The Company
has taken advantage of the exemption under Section
408 of the Companies Act 2006 from presenting its
own profit and loss account.
The financial information is presented in the Company’s
functional currency, which is British pounds sterling
(‘GBP’) since that is the currency in which the majority
of the Group’s transactions are denominated.
Basis of measurement
The financial statements have been prepared under the
historical cost convention with the exception of certain
items which are measured at fair value as disclosed in
the accounting policies below.
Consolidation
(i) Basis of consolidation
The consolidated financial statements comprise
the financial statements of the Company and its
subsidiaries for the year ended 31 December 2021.
(ii) Subsidiaries
Where the company has control over an investee, it
is classified as a subsidiary. The company controls
an investee if all three of the following elements are
present: power over the investee, exposure to variable
returns from the investee, and the ability of the investor
to use its power to affect those variable returns. Control
is reassessed whenever facts and circumstances
indicate that there may be a change in any of these
elements of control.
De-facto control exists in situations where the company
has the practical ability to direct the relevant activities
of the investee without holding the majority of the
voting rights. In determining whether de-facto control
exists the company considers all relevant facts and
circumstances, including:
• The size of the company’s voting rights relative to
both the size and dispersion of other parties who
hold voting rights;
• Substantive potential voting rights held by the
company and by other parties;
• Other contractual arrangements; and
• Historic patterns in voting attendance.
The consolidated financial statements present the
results of the company and its subsidiaries (“the
Group”) as if they formed a single entity. Intercompany
transactions and balances between group companies
are therefore eliminated in full.
The consolidated financial statements incorporate
the results of business combinations using the
acquisition method. In the statement of financial
position, the acquiree’s identifiable assets, liabilities
and contingent liabilities are initially recognised at
their fair values at the acquisition date. The results of
acquired operations are included in the consolidated
statement of comprehensive income from the date on
which control is obtained. They are deconsolidated
from the date on which control ceases.
(iii) Transactions eliminated on consolidation
Intragroup balances and any unrealised gains
and losses or income and expenses arising from
intragroup transactions are eliminated in preparing
the consolidated financial statements.
(iv) Company financial statements
Investments in subsidiaries are carried at cost less
provision for any impairment. Dividend income is
recognised when the right to receive payment is
established.
Going concern
TThe Group made a loss during the period of
£1,931,000 (2020: £730,000), The cash outflow from
operating activities during the year was £3,308,000
(2020: Outflow £2,023,000), which was partly financed
through raising new equity.
The financial statements are prepared on a going
concern basis. In assessing whether the going concern
assumption is appropriate, management have taken
into account all relevant available information about
the current and future position of the Group, including
new long-term contracts. As part of its assessment,
management have taken into account the profit
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
75
Financial statements
Notes to the Financial Statements
and cash forecasts, the continued support of the
shareholders and the Directors’ and management’s
ability to affect costs and revenues. Management
regularly forecast results, the financial position and
cash flows for the Group.
In 2020, the Directors took timely action implementing
logistical and organisational changes to consolidate the
Group’s resilience to Covid-19, including a reduction
in costs, risk assessments, safe working practices
and various other measures, including utilisation
of governmental support schemes. The Directors
also took action to expand the Group’s range of
fever screening and safety equipment, expanding
its supply base and instigating targeted marketing
campaigns which has seen a significant rise in product
sales revenues mitigating reductions elsewhere in
the business. The Directors continue to monitor the
situation and to update its risk assessments and
contingency planning as necessary.
Further details on measures being taken to address the
challenges and opportunities presented by Covid-19
can be found in the Chief Executive Office’s report on
pages 8 to 17.
The Directors have reviewed the Group’s resources
at the date of approving the financial statements,
and their projections for future trading, which due to
winning incremental new business give a reasonable
expectation that the Group has adequate resources to
continue in operational existence for the foreseeable
future, which for the avoidance of doubt is at least
12 months from the date of signing the financial
statements. Thus, they continue to adopt the going
concern basis of accounting in the preparing the
financial statements.
Business combinations
The consideration transferred by the Group to obtain
control of a subsidiary is calculated as the sum of
the acquisition date fair values of assets transferred,
liabilities incurred, and the equity interests issued by
the Group, which includes the fair value of any asset
or liability arising from a contingent consideration
arrangement. Acquisition costs are expensed as
incurred.
The Group recognises identifiable assets acquired
and liabilities assumed in a business combination
regardless of whether they have been previously
recognised in the acquiree’s financial statements
prior to the acquisition. Assets acquired and liabilities
assumed are generally measured at their acquisition
date fair values.
76
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Foreign currency
Items included in the financial statements of the
Company are measured using the currency of the
primary economic environment in which the entity
operates - ‘the functional currency’. The functional
and presentation currency in these financial
statements is the Great British Pounds (GBP).
Transactions in foreign currencies are translated at
the foreign exchange rate ruling at the date of the
transaction (spot exchange rate). Foreign exchange
gains and losses resulting from the settlement of
such transactions and from the re-measurement
of monetary items at year-end exchange rates are
recognised in profit or loss. Non-monetary items
measured at historical cost are translated using the
exchange rates at the date of the transaction and
not subsequently retranslated.
Foreign exchange gains and losses are recognised
in arriving at profit before interest and taxation
(see Note 5).
Segmental reporting
Operating segments are reported in a manner
consistent with the internal reporting provided to the
chief decision-maker. The chief decision-maker has
been identified as the Executive Board, at which level
strategic decisions are made.
An operating segment is a component of the Group;
• That engages in business activities from which it
may earn revenues and incur expenses,
• Whose operating results are regularly reviewed by
the entity’s chief operating decisions maker to make
decisions about resources to be allocated to the
segment and assess its performance, and
• For which discrete financial information is available.
Revenue
Revenue recognition
Revenue represents income derived from contracts for
the provision of goods and services, over time or at a
point in time, by the Group to customers in exchange
for consideration in the ordinary course of the Group’s
activities.
Performance Obligations
Upon approval by the parties to a contract, the
contract is assessed to identify each promise to
transfer either a distinct good or service or a series
of distinct goods or services that are substantially
the same and have the same pattern of transfer to
the customer. Goods and services are distinct and
accounted for as separate performance obligations
in the contract if the customer can benefit from them
either on their own or together with other resources
that are readily available to the customer and they are
separately identifiable in the contract.
Transaction price
At the start of the contract, the total transaction
price is estimated as the amount of consideration to
which the Group expects to be entitled in exchange
for transferring the promised goods and services
to the customer, excluding sales taxes. Variable
consideration, such as price escalation, is included
based on the expected value or most likely amount
only to the extent that it is highly probable that there
will not be a reversal in the amount of the cumulative
revenue recognised. The transaction price does not
include estimates of consideration resulting from
contract modifications, such as change orders,
until they have been approved by parties to the
contract. The total transaction price is allocated to the
performance obligations identified in the contract in
proportion to their relative stand-alone selling prices.
Given the nature of many of the Group’s products and
services, which are designed and/or manufactured
under contract to customers’ individual specifications,
there are typically no observable stand-alone selling
prices. Instead, stand-alone selling prices are typically
estimated based on expected costs plus contract
margin consistent with the Group’s pricing principles.
Whilst payment terms vary from contract to contract,
an element of the transaction price may be received
in advance of delivery. The Group may therefore
have contract liabilities depending on the contracts
in existence at a period end. The Group’s contracts
are not considered to include significant financing
components on the basis that there is no difference
between the consideration and the cash selling price.
Revenue recognition
Revenue is recognised as performance obligations
are satisfied as control of the goods and services is
transferred to the customer.
For each performance obligation within a contract the
Group determines whether it is satisfied over time or at
a point in time. Performance obligations are satisfied
over time if one of the following criteria is satisfied:
• The customer simultaneously receives and
consumes the benefits provided by the Group’s
performance as it performs;
• The Group’s performance creates or enhances an
asset that the customer controls as the asset is
created or enhanced; or
• The Group’s performance does not create an asset
with an alternative use to the Group and it has
an enforceable right to payment for performance
completed to date.
The Group has determined that most of its contacts
satisfy the overtime criteria, either because the
customer simultaneously receives and consumes the
benefits provided by the Group’s performance as it
performs, or the Group’s performance does not create
an asset with an alternative use to the Group and it
has an enforceable right to payment for performance
completed to date. For each performance obligation
recognised over time, the Group recognises revenue
using an input method, based on costs incurred in the
period. Revenue and attributable margin are calculated
by reference to reliable estimates of transaction
price and total expected costs, after making suitable
allowances or technical and other risks. Revenue
and associated margin are therefore recognised
progressively as costs are incurred, and as risks have
been mitigated or retired. The Group has determined
that this method appropriately depicts the Group’s
performance in transferring control of the goods and
services to the customer.
If the overtime criteria for revenue recognition is not
met, revenue is recognised at the point in time that
control is transferred to the customer which is usually
when legal title passes to the customer and the
business has the right to payment.
When it is expected that total contract costs will
exceed total contract revenue, the expected loss is
recognised immediately as an expense.
Operating expenses
Operating expenses are recognised in profit or loss
upon utilisation of the service or at the date of their
origin. Expenditure for warranties is recognised and
charged against the associated provision when the
related revenue is recognised. Certain items have been
disclosed as operating exceptional due to their size
and nature and their separate disclosure should enable
better understanding of the financial dynamics.
Interest income and expenses
Interest income and expenses are reported on an
accruals basis using the effective interest method.
Goodwill
Goodwill is stated after separate recognition of
identifiable intangible assets. It is calculated as the
excess of the sum of a) fair value of consideration
transferred, b) the recognised amount of any non-
controlling interest in the acquiree and c) acquisition
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Financial statements
Notes to the Financial Statements
date fair value of any existing equity interest in the
acquiree, over the acquisition date fair value of
identifiable net assets. If the fair value of identifiable net
assets exceeds the sum calculated above, the excess
amount (i.e. gain on a bargain purchase) is recognised
in profit or loss immediately. Goodwill is carried at cost
less accumulated impairment losses.
The Group recognises a right-of-use asset
and a corresponding lease liability at the lease
commencement date. The lease liability is initially
measured at the present value of the following
lease payments:
• fixed payments;
Property, plant and equipment
Plant and equipment, office equipment, fixtures
and fittings and motor vehicles are stated at cost
less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost or
valuation of assets to their residual value over their
estimated useful lives, using the straight-line method,
typically at the following rates. Where certain assets
are specific for a long-term contract and the customer
has an obligation to purchase the asset at the end of
the contract they are depreciated in accordance with
the expected disposal/residual value.
Freehold buildings
Plant and equipment
Rate
2%
7% to 25%
Office equipment, fixtures & fittings
20% to 33%
Motor vehicles
20%
• variable payments that are based on index or rate;
• the exercise price of any extension or purchase
option if reasonably certain it can be exercised; and
• penalties for terminating the lease, if relevant.
The lease payments are discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate for
that type of asset.
The right-of-use assets are initially measured based on
initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date,
plus any initial direct costs. The right-of-use assets are
depreciated over the period of the lease term using
the straight-line method. The lease term includes
periods covered by the option to extend, if the Group is
reasonably certain to exercise that option. In addition,
right-of-use assets may during the lease term be
reduced by any impairment losses, if any, or adjusted
for certain remeasurements of the lease liability.
Freehold land is not depreciated.
Impairment on non-financial assets
Leases
All leases that fall under IFRS 16 will be recorded
on the balance sheet as liabilities, at the present
value of the future lease payments, along with an
asset reflecting the right to use the asset over the
lease term. Rentals payable under operating leases
exempt from IFRS 16 are charged to income on a
straight-line basis over the term of the relevant lease.
At inception of a contract, the Group assesses whether
a contract is, or contains, a lease based on whether
the contract conveys the right to control the use of
an identified asset for a period of time in exchange
for consideration.
At each reporting date, the Group reviews the carrying
amounts of its non-current 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).
The recoverable amount is the higher of fair value
less costs to sell and value in use. If the recoverable
amount of an asset is estimated to be less than its
carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. An impairment loss
is recognised as an expense immediately, unless the
relevant asset is carried at a revalued amount, in which
case the impairment loss is treated as a revaluation
decrease. Where an impairment loss subsequently
reverses, the carrying amount of the asset is increased
to the revised estimate of its recoverable amount, but
so that the increased carrying amount does not exceed
the carrying amount that would have been determined
had no impairment loss been recognised for the asset
in prior years.
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FINANCIAL INSTRUMENTS
Financial assets
The Group’s financial assets include cash and cash
equivalents and loans and other receivables. All
financial assets are recognised when the Group
becomes party to the contractual provisions of the
instrument. All financial assets are initially recognised
at fair value, plus transaction costs. They are
subsequently measured at amortised cost using
the effective interest method, less any impairment
losses. Any changes in carrying value are recognised
in the Statement of Comprehensive Income. Interest
and other cash flows resulting from holding financial
assets are recognised in the Statement of Cash Flows
when received, regardless of how the related carrying
amount of financial assets is measured.
The Group recognises a loss allowance for expected
losses on financial assets that are measured at
amortised cost including trade receivables and
contract assets. The amount of expected credit
losses is updated at each reporting date to reflect
changes in credit risk since initial recognition.
Cash and cash equivalents comprise cash at bank
and deposits and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities
unless a legally enforceable right to offset exists.
Financial liabilities
The Group’s financial liabilities comprise trade
and other payables and borrowings. All financial
liabilities are recognised initially at their fair value and
subsequently measured at amortised cost using
the effective interest method. Financial liabilities are
derecognised when they are extinguished, discharged,
cancelled or expire.
Convertible loan notes with an option that leads to
a potentially variable number of shares, have been
accounted for as a host debt with an embedded
derivative. The embedded derivative is accounted for
at fair value through profit and loss at each reporting
date. The host debt is recognised initially at fair value,
and subsequently measured at amortised cost using
the effective interest method.
Convertible loan notes which can be converted to
share capital at the option of the holder, and where
the number of shares to be issued does not vary
with changes in fair value, are considered to be a
compound instrument.
The liability component of a compound instrument is
recognised initially at the fair value of a similar liability
that does not have an equity conversion option.
The equity component is recognised initially at the
difference between the fair value of the compound
instrument and fair value of the liability component.
Any directly attributable transaction costs are allocated
to the liability and equity components.
Financial liabilities and equity instruments issued by
the Group are classified according to the substance
of the contractual arrangements entered into and
the definitions of a financial liability and an equity
instrument. An equity instrument is any contract
that evidences a residual interest in the assets of
the Group after deducting all of its liabilities.
Investments and loans in subsidiaries
Subsidiary fixed asset investments are valued at cost
less provision for impairment. The Group applies the
IFRS 9 simplified approach to measuring expected
credit losses which uses a lifetime expected loss
allowance for all investment and loans in subsidiaries.
Inventories
Inventories are stated at the lower of cost and net
realisable value. Costs of ordinarily interchangeable
items are assigned using the first in, first out cost
formula. Costs principally comprise of materials and
bringing them to their present location. Net realisable
value represents the estimated selling price less all
estimated costs to completion and costs to be
incurred in marketing, selling and distribution.
Taxation
The tax expense represents the sum of the tax
currently payable and deferred tax. Current and
deferred tax are recognised as an expense or income
in profit or loss, except in respect of items dealt with
through equity, in which case the tax is also dealt
with through equity.
The tax currently payable is based on taxable profit
for the year. Taxable profit differs from net profit as
reported in the Statement of Comprehensive Income
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 by
using tax rates that have been enacted or substantively
enacted by the balance sheet date.
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Financial statements
Notes to the Financial Statements
Deferred tax is the tax expected to be payable or
recoverable on material differences between the
carrying amount 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 recognised for all taxable temporary
differences and deferred tax assets are recognised
to the extent that it is probable that taxable profits
will be available against which deductible temporary
differences can be utilised. Such assets and liabilities
are not recognised if the temporary difference arises
from the initial recognition of goodwill or from the initial
recognition (other than in a business combination) of
other assets and liabilities in a transaction which affects
neither the tax profit not the accounting profit.
Cash and cash equivalents
Cash and cash equivalents include cash in hand,
deposits held at call with banks, other short-term highly
liquid investments with original maturities of three
months or less, and bank overdrafts. Bank overdrafts
are shown within borrowings in current liabilities unless
a legally enforceable right to offset exists.
Equity, reserves and dividend payments
Share capital represents the nominal value of shares
that have been issued.
Share premium includes any premiums received on
issue of share capital. Any transaction costs associated
with the issuing of shares are deducted from share
premium, net of any related income tax benefits.
Merger relief reserve includes any premiums on issue
of share capital as part or all of the consideration in a
business combination.
Pensions
The Group operates a defined contribution pension
scheme for employees in the UK and is operating
under auto enrolment. Local labour in Africa benefit
from a termination payment on leaving employment.
The expected value of this is accrued on a monthly
basis.
Share-based compensation (Employee Based
Benefits)
The Group operates an equity-settled share-based
compensation plan. The fair value of the employee
services received in exchange for the grant of options
is recognised as an expense over the vesting period,
based on the Group’s estimate of awards that will
eventually vest, with a corresponding increase in equity
as a share-based payment reserve. For plans that
include market-based vesting conditions, the fair value
at the date of grant reflects these conditions and are
not subsequently revisited.
Fair value is determined using Black-Scholes option
pricing models. Non-market based vesting conditions
are included in assumptions about the number of
options that are expected to vest. At each reporting
date, the number of options that are expected to vest
is estimated. The impact of any revision of original
estimates, if any, is recognised in profit or loss, with
a corresponding adjustment to equity, over the
remaining vesting period.
The proceeds received when vested options are
exercised, net of any directly attributable transaction
costs, are credited to share capital (nominal value)
and share premium.
Share-based payments
The Group has two types of share based payments
The share-based payment reserve represents equity-
other than employee compensation.
Warrants issued for services rendered which are
accounted for in accordance with IFRS 2 recognising
either the cost of the service if it can be reliably
measured or the fair value of the warrant (using
Black-Scholes option pricing models).
Warrants issued as part of Share Issues have been
determined as equity instruments under IAS 32. Since
the fair value of the shares issued at the same time is
equal to the price paid, these warrants, by deduction,
are considered to have been issued at nil value.
settled share-based employee remuneration until such
share options are exercised or lapse. It also includes
the equity settled items such as warrants for services
rendered accounted for in accordance with IFRS 2.
The revaluation reserve within equity comprises gains
and losses due to the revaluation of property, plant
and equipment.
Retained earnings include all current and prior period
retained profits and losses.
Dividend distributions payable to equity shareholders
are included in liabilities when the dividends have
been approved in a general meeting prior to the
reporting date.
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Provisions
Provisions are recognised when the Group has a
present legal or constructive obligation as a result of a
past event which it is probable will result in an outflow
of economic benefits that can be reliably estimated.
SIGNIFICANT MANAGEMENT JUDGEMENTS IN
APPLYING ACCOUNTING POLICIES
The following are significant management judgements
in applying the accounting policies of the Group
that have the most significant effect on the financial
statements.
Items included in the financial statements of each of
the Group’s entities are measured using the currency
of the primary economic environment in which the
entity operates (‘the functional currency’). The Board
has judged that because most of the Groups costs and
a substantial part of its sales are situated in the UK.
Goodwill
Goodwill (note 9) has been tested for impairment by
considering its net present value for the expected
income stream in perpetuity at a discount rate judged
to be 5% based on the normal lending rate we are
offered leases at, which management consider is
a good surrogate for cost of capital. It was also
established that 34% (2020: 20%) is the discount
rate at which no impairment still would be needed.
The income is assumed to be flat and stable for the
purpose of this test. Goodwill which does not show
a net present value higher than its carrying cost will
be impaired.
Deferred tax asset
Deferred tax assets (note 16) are recognised to the
extent that it is probable that taxable profits will
be available against which deductible temporary
differences can be utilised. The Directors have
prepared projections for the next five years based on
the best available evidence and have concluded that
this deferred tax asset will be utilised in the future.
SIGNIFICANT MANAGEMENT ESTIMATES IN
APPLYING ACCOUNTING POLICIES
The following are significant management estimates in
applying the accounting policies of the Group that have
the most significant effect on the financial statements.
Revalued freehold property
The freehold property is stated at fair value. A full
revaluation exercise was carried out in December
2020. The fair value is based on market value, being
the estimated amount for which a property could
be exchanged on the date of valuation between a
willing buyer and a willing seller in an arm’s length
transaction after proper marketing wherein the parties
had each acted knowledgeably, prudently and without
compulsion. The Directors are of the opinion that the
2020 valuation has not moved materially since the
last valuation was performed. The valuation was not
materially different to the value the asset is recorded
at the balance sheet date.
New standards, amendments and interpretations
The following new standards have been adopted:
Income Taxes (Amendments to IAS 12)
This implements a so-called ‘comprehensive balance
sheet method’ of accounting for income taxes which
recognizes both the current tax consequences
of transactions and events and the future tax
consequences of the future recovery or settlement of
the carrying amount of an entity’s assets and liabilities.
Differences between the carrying amount and tax base
of assets and liabilities, and carried forward tax losses
and credits, are recognized, with limited exceptions, as
deferred tax liabilities or deferred tax assets, with the
latter also being subject to a ‘probable profits’ test. The
amendments are effective for annual reporting periods
beginning on or after January 1, 2023, but have been
adopted early.
Standards amendments and interpretations in
issue not yet effective
IAS 1 Presentation of Financial Statements
IAS 1 “Presentation of Financial Statements” sets
out the overall requirements for financial statements,
including how they should be structured, the minimum
requirements for their content and overriding concepts
such as going concern, the accrual basis of accounting
and the current/non-current distinction. The standard
requires a complete set of financial statements to
comprise a statement of financial position, a statement
of profit or loss and other comprehensive income, a
statement of changes in equity and a statement of
cash flows. The amendments are effective for annual
periods beginning on or after January 1, 2023.
IAS 8 Accounting Policies, Changes in
Accounting Estimates and Errors
This standard is applied in selecting and applying
accounting policies, accounting for changes in
estimates and reflecting corrections of prior period
errors. The standard requires compliance with any
specific IFRS applying to a transaction, event or
condition, and provides guidance on developing
accounting policies for other items that result in
relevant and reliable information.
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Financial statements
Notes to the Financial Statements
Changes in accounting policies and corrections
of errors are generally retrospectively accounted
for, whereas changes in accounting estimates are
generally accounted for on a prospective basis.
The amendments are effective for annual periods
beginning on or after January 1, 2023.
IFRS 17 Insurance Contracts
IFRS 17 requires insurance liabilities to be measured
at a current fulfilment value and provides a more
uniform measurement and presentation approach
for all insurance contracts. These requirements are
designed to achieve the goal of a consistent, principle-
based accounting for insurance contracts. IFRS 17
supersedes IFRS 4 Insurance Contracts as of
1 January 2023. This is not applicable to the Group.
Classification of Liabilities as Current or
Non-Current (Amendments to IAS 1)
IFRS 3 “Business Combinations” outlines the
accounting when an acquirer obtains control of
a business (e.g., an acquisition or merger). Such
business combinations are accounted for using the
‘acquisition method’, which generally requires assets
acquired and liabilities assumed to be measured
at their fair values at the acquisition date. The
amendments aim to promote consistency in applying
the requirements by helping companies determine
whether, in the statement of financial position, debt
and other liabilities with an uncertain settlement date
should be classified as current (due or potentially due
to be settled within one year) or non-current. This will
apply for annual reporting periods beginning on or
after 1 January 2023.
Reference to the Conceptual Framework
(Amendments to IFRS 3)
The amendments update an outdated reference to the
Conceptual Framework in IFRS 3 without significantly
changing the requirements in the standard. If endorsed
this will apply for annual reporting periods beginning on
or after 1 January 2022.
Property, Plant and Equipment — Proceeds
before Intended Use (Amendments to IAS 16)
The amendments prohibit deducting from the cost
of an item of property, plant and equipment any
proceeds from selling items produced while bringing
that asset to the location and condition necessary for
it to be capable of operating in the manner intended
by management. Instead, an entity recognises the
proceeds from selling such items, and the cost of
producing those items, in profit or loss. This will apply
for annual reporting periods beginning on or after
1 January 2022.
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83
Financial statements
Notes to the Financial Statements
Onerous Contracts — Cost of Fulfilling a
Contract (Amendments to IAS 37)
The amendments specify that the ‘cost of fulfilling’ a
The Directors also look at recurring revenue as a key
performance indicator. This is revenue arising from
multi-year contracts.
contract comprises the ‘costs that relate directly to the
contract’. Costs that relate directly to a contract can
either be incremental costs of fulfilling that contract
(examples would be direct labour, materials) or an
allocation of other costs that relate directly to fulfilling
contracts (an example would be the allocation of the
depreciation charge for an item of property, plant and
equipment used in fulfilling the contract). If endorsed
this will apply for annual reporting periods beginning on
or after 1 January 2022.
Alternative performance measures (APM)
IIn the reporting of financial information, the Directors
have adopted the APM ‘EBITDA profit from underlying
continuing and discontinued operations (APMs were
previously termed ‘Non-GAAP measures’), which is
not defined or specified under International Financial
Reporting Standards (IFRS).
APMs are used by
the Directors and
management for
performance analysis,
planning, reporting
and incentive setting
purposes.
These measures are not defined by IFRS and therefore
may not be directly comparable with other companies’
APMs, including those in the Group’s industry.
APMs should be considered in addition to, and are
not intended to be a substitute for, or superior to,
IFRS measurements.
Purpose
The Directors believe that this APM assists in
providing additional useful information on the
underlying trends, performance and position of
the Group. This APM is also used to enhance the
comparability of information between reporting
periods and business units, by adjusting for non-
recurring or uncontrollable factors which affect
IFRS measures, to aid the user in understanding
the Group’s performance.
Consequently, APMs are used by the Directors and
management for performance analysis, planning,
reporting and incentive setting purposes and this
remains consistent with the prior year.
The key APM that the Group has focused on is as
follows: EBITDA profit from underlying continuing
and discontinued operations’: This is the headline
measure used by management to measure the Group’s
performance and is based on operating profit before
the impact of financing costs, share based payment
charges, depreciation, amortisation, impairment
charges and exceptional items. Exceptional items
relate to certain costs that derive from events or
transactions that fall within the normal activities of the
Group but which, individually or, if of a similar type,
in aggregate, are excluded by virtue of their size and
nature in order to reflect management’s view of the
performance of the Group.
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3. SEGMENT REPORTING
Operating segments
The Board considers the Group on a Business Unit basis. Reports by Business Unit are used by the chief decision-
makers in the Group. The Business Units operating during the year are the two operating divisions; Services and
Technology. This split of business segments is based on the products and services each offer.
2021
Managed Services
Technology Group and Central
Group Total
Supply of products
Supply and installation contracts
Maintenance and services
Training courses
Revenue
Segmental underlying EBITDA^
Depreciation & amortisation
Segment operating result
Finance cost
Profit/ (loss) before tax
Income tax charge
Profit/(loss) for the financial year
Segment assets
Segment liabilities
Capital expenditure
£'000
-
-
4,981
100
5,081
1,106
(97)
1,009
-
1,009
(11)
998
£’000
1,156
329
395
90
1,970
(365)
(9)
(374)
-
(374)
-
(374)
492
(2,833)
4,785
1,056
83
1,324
378
1
£'000
-
-
-
-
-
(2,414)
(138)
(2,552)
(3)
(2,555)
-
(2,555)
3,213
425
117
£'000
1,156
329
5,376
190
7,051
(1,673)
(244)
(1,917)
(3)
(1,920)
(11)
(1,931)
9,322
1,859
201
2020
Managed Services
Technology Group and Central
Group Total
Supply of products
Supply and installation contracts
Maintenance and services
Training courses
Revenue
Segmental underlying EBITDA^
Exceptional items
Depreciation & amortisation
Segment operating result
Finance cost
Profit/ (loss) before tax
Income tax benefit / (charge)
Profit/(loss) for the financial year
Segment assets
Segment liabilities
Capital expenditure
£'000
-
-
4,259
98
£’000
4,237
1,039
312
-
4,357
5,588
655
-
(136)
519
(1)
518
51
569
781
-
(9)
772
-
772
(2)
770
492
(2,833)
5,255
912
39
1,392
694
10
£'000
-
-
-
-
-
(1,955)
-
(80)
(2,035)
(16)
(2,051)
(18)
(2,069)
2,849
831
134
£'000
4,237
1,039
4,571
98
9,945
(519)
-
(225)
(744)
(17)
(761)
31
(730)
9,496
2,437
183
^ This is an Alternative Performance Measure refer to Note 2 for further details
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85
Financial statements
Notes to the Financial Statements
Geographical areas
The Group’s international business is conducted on a global scale, with agents present in all major continents.
The following table provides an analysis of the Group’s sales by geographical market, irrespective of the origin
of the goods/services.
UK and Europe
Africa
Middle East
Rest of World
Total
2021
£'000
2,161
4,296
122
472
7,051
2020
£'000
2,056
4,172
508
3,209
9,945
Some of the Group’s assets are located outside the United Kingdom where they are being put to operational use on
specific contracts.
Information about major customers
No single customer contributed more than 10% of the Group revenue in 2021.
In 2020 included in revenues arising from the Technology Solutions in the “Rest of World” are revenues of
approximately £1,284,000 for the provision of advanced screening of containers at ports in Asia.
4. FINANCE COSTS
Finance cost on lease liabilities
Interest payable on bank and other borrowings
Interest paid on convertible loan notes (Note 15)
Other movement on convertible loan notes
Total finance benefit/(costs)
Group 2021
Group 2020
£'000
(3)
-
-
-
(3)
£'000
(5)
(1)
(262)
251
(17)
5. LOSS FROM OPERATIONS
The following items have been included in arriving at the loss for the financial year:
Staff costs (see Note 7)
Depreciation of property, plant and equipment (see Note 11)
Amortisation of intangible assets (see Note 10)
Operating lease rentals payable
Short term leases
Foreign exchange loss/(gain)
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Group 2021
Group 2020
£'000
4,369
166
78
89
132
£'000
3,887
162
63
96
(43)
Auditor’s remuneration
Amounts payable in 2021 years relate to PKF in respect of audit and other services. The local Audit in Sierra Leone is
performed by Moore Sierra Leone (both years). The local audit in Ghana is performed by PKF Ghana.
Audit services
Statutory audit of parent and consolidated financial statements
Review of Interim Results
- Statutory audit of subsidiaries of the company pursuant to legislation
Taxation services including research and development tax credits
Total payable to PKF Littlejohn UK
Local audit in Sierra Leone - Moore Sierra Leone
Local audit in Ghana - PKF Ghana
Total fees
6. TAXATION
Group 2021
Group 2020
£'000
£'000
46
2
20
-
68
18
1
87
46
2
20
-
68
18
1
87
Analysis of tax charge/(credit) in year. The Finance
Act 2020 set the Corporation Tax main rate at 19%
for the financial year beginning 1 April 2020. Deferred
taxes at the balance sheet date have been
measured using a 19% tax rate and reflected in
these financial statements.
Current year
UK corporation tax on profits in the year
Potential foreign corporation tax on profits in the year
Deferred Tax (Note 16)
Foreign entity deferred tax
Review of expected utilisation of Losses
Reconciliation of effective tax rate
Loss on ordinary activities before tax
Loss on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 19% (2020: 19%)
Effects of:
Expenses not deductible for tax purposes
Foreign entity deferred tax movement (Note 16)
Unrecognised losses carried forward
Total tax - credit
For further details on Tax refer to Note 16.
Group 2021
Group 2020
£'000
£'000
-
8
3
-
11
-
18
(49)
-
(31)
Group 2021
Group 2020
£'000
(1,920)
(365)
20
3
353
11
£'000
(761)
(145)
(158)
(49)
320
(31)
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
87
Financial statements
Notes to the Financial Statements
7. EMPLOYEE COSTS
Employee costs for the Group during the year:
Group
Wages and salaries
Pension contributions
Social security costs
Share based payments
Job retention support
Net Cost
2021
£'000
4,083
68
359
4,510
-
4,510
(141)
4,369
2020
£'000
3,757
60
284
4,101
-
4,101
(214)
3,887
The Group operates a stakeholder pension scheme.
The Group made pension contributions totalling
£68,000 during the year (2020: £60,000), and
pension contributions totalling £15,000 were
outstanding at the year-end (2020: £13,000).
Other income of £141,000, in relation to the job
retention scheme, is included within wages
and salaries.
Details of the Directors’ remuneration are included in
the Remuneration Committee Report. Key management
within the business are considered to be the Board of
Directors. The total Directors’ remuneration during the
year was £656,000 (2020: £614,000) and the highest
paid director received remuneration totalling £196,000
(2020: £196,000).
Average monthly number of people (including Executive Directors) employed
By function:
Sales
Operations
Administration
Management
2021
2020
10
197
24
10
241
7
198
24
10
239
88
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
8. LOSS PER SHARE
Earnings per share is calculated by dividing the
earnings attributable to ordinary shareholders by
the weighted average number of ordinary shares
outstanding during the year.
assume conversion of all dilutive potential ordinary
shares. Only those outstanding options that have an
exercise price below the average market share price in
the year have been included.
For diluted earnings per share the weighted average
number of ordinary shares in issue is adjusted to
The weighted average number of ordinary shares is
calculated as follows:
Issued ordinary shares
Start of year
Effect of shares issued during the year
Weighted average basic and diluted number of shares for year
2021
£'000
286,528
23,576
310,104
2021
£'000
2020
£'000
145,403
17,245
162,648
2020
£'000
Earnings
(Loss) / Profit and total comprehensive expense total
(1,931)
(730)
For the year ended 31 December 2021 and 2020
the issue of additional shares on exercise of
outstanding share options, convertible loans
and warrants would decrease the basic loss per share
and there is therefore no dilutive effect. Loss per share
was 0.62p (2020 Loss 0.45p).
9. GOODWILL
Group
Gross carrying amount at 1 January
Acquisition in year
Accumulated impairment at 1 January
Impairment charge for the year
Accumulated impairment at 31 December
Carrying amount at 1 January
Carrying amount at 31 December
2021
£'000
1,377
-
1,377
(763)
-
(763)
614
614
2020
£'000
1,377
-
1,377
(763)
-
(763)
614
614
The goodwill balance relates to the acquisition of
Longmoor Security Limited (renamed Westminster
Services Limited), Keyguard U.K Limited and
Euro-Ops SARL.
The Group tests goodwill annually for impairment, or
more frequently if there are indications that goodwill
may be impaired. The recoverable amounts of the
cash-generating unit are determined from value in
use calculations. The key assumptions are discount
rate (5%) future revenues (assumed as flat) derived
from the most recent 2021 financial budgets approved
by management. The projection assumes that the
companies are held in perpetuity. A discount rate of
34% (2020: 20%) would not result in any impairment
based on management’s latest forecast.
No reasonably possible change in any of the estimates
and assumptions used in the impairment test would give
rise to a material impairment.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
89
Financial statements
Notes to the Financial Statements
10. OTHER INTANGIBLE ASSETS
2021
Cost
At 1 January 2021
Additions
Disposals
At 31 December 2021
Accumulated amortisation and impairment
At 1 January 2021
Charge for the year
Disposals
At 31 December 2021
Net book value at 31 December 2021
2020
Cost
At 1 January 2020
Additions
Disposals
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2020
Charge for the year
Disposals
At 31 December 2020
Net book value at 31 December 2020
Group Website and Software
Company Website and Software
£'000
£'000
415
41
(56)
400
228
78
(56)
250
150
404
6
(46)
364
217
73
(46)
244
120
Group Website and Software
Company Website and Software
£'000
£'000
297
121
(3)
415
168
63
(3)
228
187
286
121
(3)
404
158
62
(3)
217
187
90
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
11. PROPERTY, PLANT AND EQUIPMENT
Group 2021
Cost or valuation
At 1 January 2021
Additions
Disposals
Revaluation
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Motor
vehicles
Right
of use
assets
£'000
£'000
£'000
£'000
£'000
1,079
47
-
-
766
1,018
10
(8)
-
45
(5)
-
78
34
(3)
-
At 31 December 2021
1,126
768
1,058
109
Accumulated amortisation and impairment
At 1 January 2021
Charge for the year
Disposals
At 31 December 2021
59
22
-
81
Net book value at 31 December 2021
1,045
519
46
(8)
557
211
451
50
(5)
496
562
75
5
(3)
77
32
164
24
(15)
-
173
100
43
(15)
128
45
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Motor
vehicles
Right
of use
assets
£'000
£'000
£'000
£'000
£'000
Group 2020
Cost or valuation
At 1 January 2020
Additions
Disposals
Revaluation
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2020
Charge for the year
Disposals
At 31 December 2020
1,039
34
-
6
1,079
38
21
-
59
Net book value at 31 December 2020
1,020
Right of use assets (motor vehicles) above have been
created in accordance with IFRS 16. Motor vehicles
are leased for certain employees for lease terms
ranging between 3-5 years with fixed payments.
The Group does not purchase or guarantee the
future value of lease vehicles.
The freehold property was valued professionally
by White Commercial, Chartered Surveyors, as at
31 December 2020, which provided a valuation of
998
164
260
37
-
-
727
40
(1)
-
(17)
-
766
1,018
476
44
(1)
519
247
428
41
(18)
451
567
(86)
-
78
160
1
(86)
75
3
(96)
-
164
107
55
(62)
100
64
£1,020,000. The valuation was made on the basis of
recent market transactions on arm’s length terms and
on an alternative use basis. The Revaluation Reserve
is not available for distribution to shareholders. The
Directors are of the opinion that the valuation has not
moved materially since the last valuation was performed.
The valuation was not materially different to the value
the asset is recorded at the balance sheet date.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
91
Total
£'000
3,105
160
(31)
-
3,234
1,204
166
(31)
1,339
1,895
Total
£'000
3,188
111
(200)
6
3,105
1,209
162
(167)
1,204
1,901
Financial statements
Notes to the Financial Statements
11. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
237
100
1,486
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Right
of use
assets
£'000
£'000
£'000
£'000
1,079
47
-
-
1,126
59
22
-
81
1,045
18
5
-
-
23
16
2
-
18
5
202
35
-
-
76
24
-
-
167
17
-
184
53
45
25
-
70
30
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Right
of use
assets
£'000
£'000
£'000
£'000
1,039
34
-
6
1,079
38
21
-
59
1,020
15
3
-
-
18
15
1
-
16
2
195
25
(18)
-
202
175
10
(18)
167
35
84
-
(8)
-
76
26
19
-
45
31
Total
£'000
1,375
111
-
-
287
66
-
353
1,133
Total
£'000
1,333
62
(26)
6
1,375
254
51
(18)
287
1,088
Company 2021
Cost or valuation
At 1 January 2021
Additions
Disposals
Revaluation
At 31 December 2021
Accumulated amortisation and impairment
At 1 January 2021
Charge for the year
Disposals
At 31 December 2021
Net book value at 31 December 2021
Company 2020
Cost or valuation
At 1 January 2020
Additions
Disposals
Revaluation
At 31 December 2020
Accumulated amortisation and impairment
At 1 January 2020
Charge for the year
Disposals
At 31 December 2020
Net book value at 31 December 2020
92
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
The freehold property was valued professionally
by White Commercial, Chartered Surveyors, as at
31 December 2020, which provided a valuation of
£1,020,000. The valuation was made on the basis of
recent market transactions on arm’s length terms and
on an alternative use basis. The Directors are of the
opinion that the valuation has not moved materially since
the last valuation was performed. The valuation was not
materially different to the value the asset is recorded at
the balance sheet date. The Revaluation Reserve is not
available for distribution to shareholders.
No depreciation has been charged on the freehold
land only building additions have been depreciated.
The difference between the net book value of the total
freehold property if depreciation, at 2%, had been
charged as shown in the financial statements is not
materially different to the value the asset is recorded
at the balance sheet date.
The freehold property is stated at valuation, the
comparable historic cost and depreciation values
are as follows:
Historical cost
Accumulated depreciation
At 1 January
Charge for the year
At 31 December
Net book value as at 31 December
This depreciation is charged on historical cost only.
2021
£'000
803
308
16
324
479
2020
£'000
756
293
15
308
448
12. LEASE COMMITMENTS
The Group accounts for operating leases under
IFRS 16. There are some leases of small value or
less than one-year duration which have been charged
to expenses as incurred, but the aggregate commitment
of these leases is immaterial.
Right to use assets
At 1 January
Additions
Expensed in the year
As at 31 December
Of which
Current lease
Non-current
2021
£'000
67
24
(47)
44
32
12
44
2020
£'000
158
-
(91)
67
38
29
67
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
93
Financial statements
Notes to the Financial Statements
13. INVESTMENT IN SUBSIDIARIES
All loans relate to cash movements between Group
companies and are repayable on demand. Loans
and other intercompany accounts are included in the
Company’s respective current payables or receivables.
This is because they are more in the nature of current
assets and current liabilities than longer term investments.
Company
Cost
At 1 January 2020
Movement in Year
At 31 December
Accumulated impairment
At 1 January 2020
Movement in Year
At 31 December
Investment in subsidiaries
2021
Investments
2020
Investments
£'000
389
-
389
(389)
-
(389)
-
£'000
389
-
389
(389)
-
(389)
-
A sum of £8,643,000 (2020: £7,915,000) has been recognised in receivables; and £219,000 (2020: £735,000) has been
recognised in payables.
94
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| WESTMINSTER GROUP PLC
14. SUBSIDIARY UNDERTAKINGS
The subsidiary undertakings at 31 December 2021 were as follows:
Name
Westminster International
Limited
Country of
incorporation
Principal activity
England
Advanced security technology. (Technology division)
Westminster Security
Limited (formerly Longmoor
Security Limited)
England
Close protection training and provision of security
services. (Managed Services)
Westminster Aviation
Security Services Limited
England
Managed services of airport security under long term
contracts. (Managed Services)
Sovereign Ferries Limited
England
Dormant
Westminster Operating
Limited
England
Special purpose vehicle which exists solely for listing the 2013
CLN on the CISX. Year end 31 October. Only transactions are
intra group.
Keyguard U.K Limited
England
Security and risk management including manned guarding,
mobile patrols, risk management and K9 services.
Longmoor (SL) Limited
Sierra Leone
Security and terminal guarding.
Facilities Operations
Management Limited
Westminster Sierra
Leone Limited*
Sierra Leone
Infrastructure management.
Sierra Leone
Local infrastructure for airport operations.
Westminster Group GMBH Germany
Dormant
GLIS Gesellschaft für
Luftfahrt- und Infrastruktur-
Sicherheit GmbH
Westminster Sicherheit
GMBH
Euro Ops SARL
Westminster Managed
Services Limited#
CTAC Limited
Longmoor Security
Services Limited (formerly
Westminster Aviation
Security Services (ME)
Limited)
Westminster International
(Ghana) Limited
Westminster Aviation
Security Services RDC
SARLU
Germany
Managed Services
Germany
Dormant
France
England
England
England
Managed Services infrastructure
Dormant
Dormant
Dormant
Ghana
Dormant
DRC
Managed services of airport security under long term
contracts. (Managed Services)
Westminster Liberia LLC
Liberia
Managed services of port security under long term contracts.
(Managed Services)
% of nominal ordinary
share capital and
voting rights held
100
100
100
100
100
100
100
100
49
100
85
85
100
100
100
100
90
100
100
Subsidiary company registered addresses:
England
Sierra Leone
Germany
France
Ghana
DRC
Liberia
Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS, United Kingdom.
60 Wellington Street, Freetown, Sierra Leone.
Chiemseestrasse 25, 83233 Bernau am Chiemsee, Germany.
3 Rue de Bischwihr, 68280 Andolsheim. France.
2nd Floor, Emerald House, Gowa Lane, Roman Ridge, Accra.
Cabinet Lohayo Ngola Patrick, Immeuble Mirlandsis. au No34 du Boulevard Sendwe, Kinshasa DRC.
Gbaintor Law Firm, Wroto Town. Sinkor, Airfield, Monrovia, Liberia.
* Consolidated due to de facto control. These results do not have a material effect on the financial statements.
# Westminster Maritime Services Limited was formerly known as Westminster Facilities Management Limited & Westminster Managed Services Limited.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
95
Financial statements
Notes to the Financial Statements
15. FINANCIAL INSTRUMENTS
Categories of financial assets and liabilities
The fair value of carrying amounts presented in the Consolidated and Company statement of financial position relate
to the following categories of assets and liabilities:
Financial assets
Trade and other receivables (note 18)
Cash and cash equivalents (note 19)
Financial liabilities
Borrowings (note 22)
Trade and other payables (note 23)
Group
2021
£'000
Group
2020
£'000
Company
2021
Company
2020
£'000
£'000
3,606
944
4,550
12
1,760
1,772
2,647
2,143
4,790
29
2,308
2,337
9,774
380
10,154
5
638
643
9,059
1,716
10,775
13
1,246
1,259
See note 2 for a description of the accounting policies
for each category of financial instruments. The fair
values are presented in this note and are the same
as the carrying value. A description of the Group’s risk
management and objectives for financial instruments is
given in note 26.
96
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Convertible Loan Notes
The Convertible Loan Notes were either converted or repaid during 2020 with the process being completed
on 31 December 2020.
At 1 January
Amortised finance cost
Interest paid
CULN
£’000
-
-
-
2021
CLN
£’000
-
-
-
Total
£’000
-
-
-
Fair Value adjustment on extension
-
-
-
Repaid in the year
Converted in the year
At 31 December
-
-
-
-
-
-
-
-
-
Analysis of movement in debt at principal value (excluding IFRS impacts), memorandum only.
At 1 January
Fair value adjustment on
conversion/ epayment
Conversion
Repaid
CULN
£’000
2021
CLN
£’000
-
-
-
-
-
-
-
-
Total
£’000
-
-
-
-
At 31 December
-
-
-
2020
CLN
£’000
2,233
265
(253)
-
(2,032)
(213)
-
CULN
£’000
179
20
(9)
-
(190)
-
-
Total
£’000
2,412
285
(262)
-
(2,222)
(213)
-
2020
CLN
£’000
2,245
CULN
£’000
171
Total
£’000
2,416
19
-
19
-
(190)
-
(213)
(2,032)
-
(213)
(2,222)
-
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
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97
Financial statements
Notes to the Financial Statements
16. DEFERRED TAX ASSETS AND LIABILITIES
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 Group’s projections show the expectation of
future profits, hence in 2018 a deferred tax asset was
recognised. Reviews performed since then, including as
at 31 December 2021, confirmed those expectations.
The tax losses against which this deferred tax asset is
being recognised are in the group’s holding company
and its principal UK based subsidiaries. Evidence, both
positive and negative, primarily the Group’s projections
of future profits have been considered. The critical
judgement has been the timing of new contracts.
The deferred tax asset is expected to be used in the
period up to the end of 2023.
The Group believes it has a total potential deferred
tax asset of £3,396,000 (2020: £2,557,000). It has
recognised a deferred tax asset of £953,000 (2020:
£956,000) due to budgeted future profits of the business
beyond 2021. There remains £2,443,000 (2020:
£1,601,000) of unrecognised deferred tax asset.
Deferred tax assets and liabilities have been calculated
using the expected future tax rate of 19% (2020: 19%).
Any changes in the future would affect these amounts
proportionately.
Opening balance as at 1 January
Credit/(debit) to income statement
Deferred tax asset as at 31 December
17. INVENTORIES
Finished goods
2021
£'000
956
(3)
953
2020
£'000
907
49
956
Group 2021
Group 2020
Company 2021
Company 2020
£'000
681
681
£'000
773
773
£'000
-
-
£'000
-
-
The cost of inventories recognised as an expense within cost of sales amounted to £1,313,000 (2020: £2,782,000). No
reversal of previous write-downs was recognised as a reduction of expense in 2021 or 2020.
18. TRADE AND OTHER RECEIVABLES
Amounts falling due within one year:
Trade receivables, gross
Allowance for credit losses
Trade receivables
Amounts recoverable on contracts
Intercompany receivables
Other receivables
Financial assets
Other taxes and social security
Prepayments
Non-financial assets
Trade and other receivables
Non-current Receivable
98
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Group
2021
£'000
Group
2020
£'000
Company
2021
Company
2020
£'000
£'000
1,193
(56)
1,137
136
-
1,909
3,182
437
42
479
3,661
424
759
(52)
707
135
-
1,321
2,163
211
64
275
-
-
-
-
8,643
1,131
9,774
46
10
56
1
(1)
-
-
7,915
1,144
9,059
63
25
88
2,438
9,830
9,147
484
-
-
The average credit period taken on sale of goods in
2021 was 57 days (2020: 19 days). An allowance has
been made for estimated credit losses of £45,000
(2020: £52,000). This allowance has been based on
the knowledge of receivables at the reporting date
together with forecasts of future economic impacts
and their collectability. There are no expected credit
losses on amounts recoverable on contracts.
Expected credit losses on intercompany receivables
assume that repayment of the loan is demanded at
the reporting date. If the subsidiary has sufficient
accessible highly liquid assets to repay the loan if
demanded at the reporting date, the expected credit
loss is likely to be immaterial. If the subsidiary could not
repay the loan if demanded at the reporting date, the
Group consider the expected manner of recovery to
measure expected credit losses. This is a ‘repay over
time’ strategy (that allows the subsidiary time to pay),
non-trading subsidiaries will not be able to repay loans
over time and are therefore deemed to be impaired.
Other receivables include a sum of £1,118,000
(2020: £1,130,000) due from the RiverFort Equity
Placing and Sharing Agreement. It is expected that
it will be recovered from the sale of shares currently
still held by RiverFort. However, refer also note 25 on
Contingent Liabilities.
The following table provides an analysis of trade
receivables at 31 December. The Group believes that
the balances are ultimately recoverable based upon
a review of past payment history and the current
financial status of the customers.
Current
Not more than 3 months
More than 3 months
Allowances for Credit Losses
Opening balance at 1 January
Amounts written off
Amounts provided
Written back (no longer required)
Closing balance at 31 December
2021
£'000
619
379
195
1,193
52
-
37
(33)
56
2020
£'000
463
130
166
759
116
(48)
46
(62)
52
There are no significant expected credit losses from
financial assets that are neither past due nor impaired.
At 31 December 2021 £574,000 (2020: £307,000) of
receivables were denominated in US dollars, £63,000
(2020: Nil) of receivables were denominated in Euros
and £269,000 (2020: £167,000) were denominated
in Ghanaian Cedi. The Directors consider that the
carrying amount of trade and other receivables
approximates to their fair value.
19. CASH AND CASH EQUIVALENTS
Cash at bank and in hand
Bank overdraft
Cash and cash equivalents
Group
2021
£'000
944
-
944
Group
2020
£'000
Company
2021
Company
2020
£'000
2,143
380
-
-
-
2,143
380
1,716
£'000
1,716
All the bank accounts of the Group are set against
each other where a right of offset exists in establishing
the cash position of the Group. The bank overdrafts
do not therefore represent bank borrowings, which is
why they are presented as above for the purposes
of the cash flow statement and the statement of
financial position.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
99
Financial statements
Notes to the Financial Statements
20. CALLED UP SHARE CAPITAL
Group and Company
The total amount of issued and fully paid shares is as follows:
Ordinary Share Capital
2021
2020
At 1 January
Arising on exercise of share options and warrants
Issued under the RiverFort EPSA
Share capital reorganisation to create deferred shares
Other issue for cash
At 31 December
Number
£’000
Number
286,527,511
287
145,402,511
127,500
-
-
43,859,649
330,514,660
2,125,000
14,000,000
-
-
-
-
(15,991)
44
331
125,000,000
286,527,511
125
287
Deferred Share Capital
2021
2020
At 1 January
Number
£’000
Number
161,527,511
15,991
-
Share capital reorganisation to create deferred shares
-
-
161,527,511
Capital Reduction
At 31 December
(161,527,511)
(15,991)
-
-
-
161,527,511
Total Share Capital
2021
2020
£’000
14,540
213
1,400
£’000
-
15,991
-
15,991
£’000
287
15,991
16,278
Number
£’000
Number
330,514,660
331
286,527,511
-
-
161,527,511
330,514,660
331
448,055,022
Shares Issued
Issue price
43,859,649
127,500
Deferred Shares Cancelation
Share Premium Cancelation
Merger Reserve Cancelation
Distributable Reserves
5.7
7
£’000
15,991
16,355
300
32,646
Ordinary Share Capital
Deferred Share Capital
During the year the following equity issues took place:
Date
18 June 2021
22 October 2021
Comment
Equity placing
Warrant Redemption
Capital Reduction
At the AGM on 24 June 2021 the Shareholders voted
to approve reduction of capital. This was subsequently
ratified by court order in November 2021.
The reduction of capital involved a cancellation of the
deferred shares, cancellation of the share premium
account, capitalisation and immediate cancellation
thereafter of the share merger reserve account which
then enabled the creation of distributable reserves
in order to enhance the Company’s ability to pay
dividends and/or to make other forms of distributions
to its shareholders in the future.
100
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| WESTMINSTER GROUP PLC
21. SHARE OPTIONS AND WARRANTS
Options outstanding as at 1 January 2021
Lapsed during the year
Options outstanding as at 31 December 2021
The Company adopted the 2007 Share Option Scheme
on 3 April 2007 that provides for the granting of both
Enterprise Management Incentives and unapproved
share options (Westminster Group Individual Share
Option Agreements). The main terms of the option
scheme are as follows:
• Although no special conditions apply to the options
granted in 2007, the model form agreement allows
the Company to adopt special conditions to tailor an
option for any particular employee.
• The scheme is open to all full-time employees and
Directors except those who have a material interest in
the Company.
• For the purposes of this definition, a material interest is
either beneficial ownership of, or the ability to control
directly, or indirectly, more than 30% of the ordinary
share capital of the Company.
• The Board determines the exercise price of options
before they are granted. It is provided in the scheme
rules that options must be granted at the prevailing
market price in the case of EMI options and must not
be granted at an exercise price that is less than the
nominal value of a share.
• There is a limit that options over unissued shares
granted under the scheme and any discretionary
share option scheme or other option agreement
adopted or entered into by the Company must not
exceed 10% of the issued share capital.
• Options can be exercised on the second anniversary
of the date of grant and may be exercised up to the
10th anniversary of granting. Options will remain
exercisable for a period of 40 days if the participant
is a “good leaver”.
The Company adopted the 2017 Share Option Scheme
on 21 September 2017 that provides for the granting of
both Enterprise Management Incentives and unapproved
share options (Westminster Group Individual Share
Option Agreements). The main terms of the option
scheme are as follows:
Options outstanding
9,577,500
(100,000)
9,477,500
• Although no special conditions apply to the options
granted in 2017, the model form agreement allows
the Company to adopt special conditions to tailor an
option for any particular employee.
• The scheme is open to all full-time employees and
Directors except those who have a material interest in
the Company.
• For the purposes of this definition, a material interest is
either beneficial ownership of, or the ability to control
directly, or indirectly, more than 30% of the ordinary
share capital of the Company.
• The Board determines the exercise price of options
before they are granted. It is provided in the scheme
rules that options must be granted at the prevailing
market price in the case of EMI options and must not
be granted at an exercise price that is less than the
nominal value of a share.
• There is a limit that options over unissued shares
granted under the scheme and any discretionary
share option scheme or other option agreement
adopted or entered into by the Company must not
exceed 10% of the issued share capital.
• Options can be exercised on the second anniversary
of the date of grant and may be exercised up to the
10th anniversary of granting. Options will remain
exercisable for a period of 40 days if the participant is
a “good leaver”.
Options have subsequently been granted on this basis.
These options are valued by the use of the Black-Scholes
model using a volatility of 70%, interest free rate of 0.5%,
dividend of 0% and a life of 5 years.
The Company has the following share options
outstanding to its employees (including those on
good leaver terms). The weighted average exercise
price at the reporting date was 18.1p (2020: 18.1p).
The average life of the unexpired share options
was 5.4 years (2020: 6.4 years).
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
101
Financial statements
Notes to the Financial Statements
Grant date
28 June 2012
01 July 2014
10 December 2014
09 October 2015
01 June 2018
01 November 2018
31 December 2021
31 December 2020
Exercise
price £
Number
outstanding
Average life
outstanding
(years)
0.365
0.510
0.285
0.140
0.130
0.130
225,000
225,000
2,187,500
40,000
6,050,000
750,000
9,477,500
0.5
2.5
2.9
3.8
6.4
6.8
5.4
Number
outstanding
225,000
225,000
2,187,500
40,000
6,150,000
750,000
9,577,500
Average life
outstanding
(years)
1.5
3.5
3.9
4.8
7.4
7.8
6.4
During the year, no employee options were granted
(2020: Nil), none were exercised (2020: none) and
100,000 lapsed (2020: 93,750). The weighted average
price of the options lapsed in the year was 13.0p
(2020: 28.5p). The weighted average exercise price
of exercisable options at the end of 2021 was 18.0p
(2020 18.0p).
The Black-Scholes option-pricing model is used to
determine the fair value of share options at grant date.
The assumptions used to determine the fair values of
share options at grant dates were as follows:
For share options granted post IPO the expected share
price volatility was determined taking account of the
historic daily share price movements. Since 2009,
the standard deviation of the share price over the
past 3 years has been used to calculate volatility.
The average expected term to exercise used in the
models is based on management’s best estimate for
the effects of non-transferability, exercise restrictions
and behavioural conditions, forfeiture and historical
experience. The risk-free rate has been determined
from market yields for government gilts with outstanding
terms equal to the average expected term to exercise for
each relevant grant.
Warrants
The Company has historically issued the following warrants, which are still in force at the balance sheet date:
Date issued
Reason for issue
Number of warrants
Exercise price pence per share
Life in years
31 January 2018
Placing Commission
22 January 2020
RiverFort EPSA
22 December 2020
£5m Share Issue
170,455
3,499,222
24,872,500
22.0
5.2
7.0
5
4
2
The Warrants issued on 31 January 2018 and 22 January
2020 are valued in accordance with IFRS 2 that is for
equity-settled share-based payment transactions, the
Company measures the goods or services received, and
the corresponding increase in equity, directly, at the fair
value of the goods or services received, unless that fair
value cannot be estimated reliably. Warrants are recorded
at fair value at inception and are not remeasured.
The Warrants issued with Share Issues on 22 December
2020 have been determined as equity instruments under
IAS 32. Since the fair value of the shares issued at the
same time is equal to the price paid, these warrants, by
deduction, are considered to have been issued at nil value.
The fair value of £Nil (2020: £88,000) for the issue of
these warrants was recognised in the year.
102
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| WESTMINSTER GROUP PLC
Movement in Warrants
Placing Commission
RiverFort EPSA
£5m Share Issue
Share Issue July 2019
22. LEASE LIABILITIES
Non-current
Non-current lease debt
Total non-current lease liabilities
Non-current lease debt
As at
1/1/21
170,455
3,499,222
25,000,000
9,625,000
38,294,677
Lapsed
Redeemed
As at
31/12/21
-
-
-
(9,625,000)
(9,625,000)
-
-
170,455
3,499,222
(127,500)
24,872,500
-
-
(127,500)
28,542,177
Group
2021
£'000
12
12
Group
2020
£'000
29
29
Company
2021
Company
2020
£'000
£'000
5
5
13
13
As described in Note 12, all leases that fall under IFRS 16 are recorded on the balance sheet as liabilities, at the present
value of the future lease payments, along with an asset reflecting the right to use the asset over the lease term. The
non-current lease debt is the part of that debt which falls due after 12 months.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
103
Financial statements
Notes to the Financial Statements
23. TRADE AND OTHER PAYABLES
Current
Trade payables
Accruals and other creditors
Intercompany payables
Finance lease creditor (IFRS 16)
Financial liabilities
Other taxes and social security payable
Contractual liabilities
Non-financial liabilities
Group
2021
£'000
509
1,219
-
32
Group
2020
£'000
Company
2021
Company
2020
£'000
£'000
688
1,582
-
38
170
226
219
23
638
1,760
2,308
-
87
87
-
100
100
-
-
-
125
366
735
20
1,246
-
-
-
Total current trade and other payables
1,847
2,408
638
1,246
Shown on the balance sheet as:
Contractual liabilities
Trade and other payables
Trade and other payables principally comprise
amounts outstanding for trade purchases and ongoing
costs, as well as payments received in advance on
contracts. The average credit period taken for trade
purchases in 2021 was 43 days (2020: 50 days). The
Directors consider that the carrying value of trade
payables approximates to their fair value.
Contractual liabilities relate to amounts received from
customers at year-end but not yet earned.
87
1,760
1,847
100
2,308
2,408
-
638
638
-
1,246
1,246
At 31 December 2021 £160,000 (2020: £438,000) of
payables were denominated in US dollars, £24,000
(2020: £2,000) were denominated in Euros, £21,000
(2020: £1,000) were denominated in Ghanaian Cedi
and £23,000 (2020: Nil) were denominated in Sierra
Leone Leones.
104
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| WESTMINSTER GROUP PLC
Trade and other payables
principally comprise amounts
outstanding for trade purchases
and ongoing costs, as well as
payments received in advance
on contracts.
ANNUAL REPORT 2021
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
| WESTMINSTER GROUP PLC
|
|
105
105
Financial statements
Notes to the Financial Statements
24. CASH FLOW ADJUSTMENTS AND CHANGES IN WORKING CAPITAL
The following non-cash flow adjustments and adjustments for changes in working capital have been made to loss
before taxation to arrive at operating cash flow:
Group 2021
Group 2020
Continuing
Operations
Discontinued
Operations
Total
Continuing
Operations
Discontinued
Operations
Total
£’000
£’000
£’000
£’000
£’000
£’000
Adjustments:
Depreciation, amortisation and
impairment of non-financial assets
Lease liabilities
Revaluation of fixed assets
Loss on disposal of non-financial assets
Non-cash accounting for CLN & CULN
Conversion of CLN
(Decrease)/increase in Deferred Tax Asset
Share-based payment expenses
Total adjustments
244
(3)
-
-
-
-
3
-
244
-
-
-
-
-
-
-
-
-
244
(3)
-
-
-
-
3
-
244
225
(17)
(6)
33
(119)
(213)
(49)
87
(59)
-
-
-
-
-
-
-
-
-
225
(17)
(6)
33
(119)
(213)
(49)
87
(59)
Group 2021
Group 2020
Continuing
Operations
Discontinued
Operations
Total
Continuing
Operations
Discontinued
Operations
Total
£’000
£’000
£’000
£’000
£’000
£’000
Net changes in working capital:
(Increase)/Decrease in inventories
Decrease in trade and other receivables
Increase in long term receivables
Increase/(decrease) in contract liabilities
Decrease in trade and other payables
Decrease in assets of disposal group
classified as held for sale
Total changes in working capital
92
(1,223)
60
(13)
(548)
-
(1,632)
-
-
-
-
-
-
-
92
(1,223)
60
(13)
(548)
-
(726)
128
(484)
27
(148)
-
(1,632)
(1,203)
-
-
-
-
-
170
170
(726)
128
(484)
27
(148)
170
(1,033)
106
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Adjustments:
Depreciation, amortisation and impairment of non-financial assets
Finance costs
Revaluation of fixed assets
(Profit)/loss on disposal of non-financial assets
Non-cash accounting for CLN
Share-based payment expenses
Other non-cash items
Total adjustments
Net changes in working capital:
Increase in trade and other receivables
Decrease in trade and other payables
Increase in asset held for sale
Total changes in working capital
25. CONTINGENT ASSETS AND CONTINGENT
LIABILITIES
In 2020, the company issued 14m ordinary shares and
received a £1.5m mezzanine loan under the RiverFort
EPSA. At the same time under the EPSA the company
issued 14m shares and booked a sundry debt of
£1.75m. The loan was to be repaid and the sundry debt
settled by selling down the shares. The mezzanine
loan was fully repaid in December 2020. As at the 31
December 2021 there remained shares still to be sold
and a residual sundry debt for those shares. Because
of the low share price, had the remaining shares been
sold at the end of 2020 there would have been a loss
of £985,000 (2020: £936,000) on this debt. However,
the shares do not have to be fully sold at this time; and
there is reason to believe that it will be at a price higher
in the future than the 31 December 2021 price level
which will be enough to recoup the losses.
In February 2021, Clydesdale Bank PLC trading as
Yorkshire Bank offered the Group an overdraft and
other banking facilities. As a condition of these facilities
the Company entered into a multilateral charge and
guarantee in respect of bank overdrafts and other
facilities of all companies within the Group.
Company
2021
Company Restated
2020
£'000
139
1
-
-
-
-
-
140
£'000
113
376
(6)
8
(1)
87
6
583
(683)
(608)
-
(1,291)
(427)
(1,425)
-
(1,852)
26. FINANCIAL RISK MANAGEMENT
The Group is exposed to various risks in relation to
financial assets and liabilities. The main types of risk are
foreign currency risk, interest rate risk, credit risk and
liquidity risk.
The Group’s risk management is closely controlled by the
Board and focuses on actively securing the Group’s short
to medium term cash flows by minimising the exposure
to financial markets. The Group does not actively trade
in financial assets for speculative purposes, nor does
it write options. The most significant financial risks are
currency risk and interest rate risk.
Foreign currency sensitivity
The Group operates internationally and is exposed to
foreign exchange risk arising from various currency
exposures, primarily with respect to the Euro (EUR) and
US dollar (USD) but also the Sierra Leone Leone (SLL)
and Ghanaian Cedi (GHS). The Group’s policy is to
match the currency of the order with the principal
currency of the supply of the equipment. Where it is
not possible to match those foreign currencies, the
Group might consider hedging exchange risk through
a variety of hedging instruments such as forward rate
agreements, although no such transactions have ever
been entered into.
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
107
Financial statements
Notes to the Financial Statements
Short-term
exposure
USD
Short-term
exposure
EUR
Short-term
exposure
SLL
Short-term
exposure
GHS
£'000
£'000
£'000
£'000
574
(160)
414
63
(24)
39
-
(23)
(23)
307
-
-
(438)
(131)
(2)
(2)
-
-
269
(21)
248
167
(1)
166
Credit risk analysis
Credit risk refers to the risk that a counterparty will
default on its contractual obligations resulting in financial
loss to the Group. The Group has adopted a policy of
only dealing with creditworthy counterparties and
where possible working on a “cash with order” basis.
The Group has a credit policy in place and the exposure
to credit risk is monitored on an ongoing basis. Credit
evaluations are performed on all customers requiring
credit over a certain amount. In the case of material
sales transactions, the Group usually demands an initial
deposit from customers and generally seeks to ensure
that the balance of funds is secured by way of a letter
of credit or similar instruments.
None of the Group’s financial assets are secured by
collateral or other credit enhancements. Details of
allowance for credit losses are shown in note 18 of
these financial statements.
The Company has investments in and amounts owing
from subsidiary companies. The amounts owing are held
at fair value. For loans that are repayable on demand,
expected credit losses are based on the assumption
that repayment of the loan is demanded at the reporting
date. If the subsidiary has sufficient accessible highly
liquid assets in order to repay the loan if demanded at
the reporting date, the expected credit loss is likely to
be immaterial. If it does not, then an impairment will
be considered.
Group
31 December 2021
Financial assets
Financial liabilities
Total exposure
31 December 2020
Financial assets
Financial liabilities
Total exposure
If the US dollar were to depreciate by 10% relative to its
year end rate, this would cause a loss of profits in 2021
of £46,000 (2020: £15,000 Gain).
If the Euro were to depreciate by 10% relative to its year
end rate, this would cause a loss of profits in 2021 of
£4,000 (2020: Minimal Gain).
If the Sierra Leonean Leone were to depreciate by 10%
relative to its year end rate, this would cause a gain of
profits in 2021 of £3,000 (2020: Nil).
If the Ghanaian Cedi were to depreciate by 10% relative
to its year end rate, this would cause a loss of profits in
2021 of £28,000 (2020: £18,000 Loss).
Exposures to foreign exchange rates vary during the
year depending on the volume of overseas transactions.
Nonetheless, the analysis above is considered to be
representative of the Group’s exposure to currency risk.
Foreign currency denominated financial assets and
liabilities are immaterial for the Company.
Interest rate sensitivity
There were no material borrowings in 2021. Interest
on the cash holdings of the Group and lease debt
noted in note 22 are both not material and also has
fixed interest rates. Therefore, no calculation of
interest rate sensitivity has been undertaken.
108
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| WESTMINSTER GROUP PLC
Liquidity risk analysis
Ultimate responsibility for liquidity risk management
rests with the Board of Directors, which has established
an appropriate liquidity risk management framework
for the management of the Group’s short, medium
and long-term funding and liquidity management
requirements. The Group manages its liquidity needs
by monitoring scheduled debt repayments for long
term financial liabilities as well as forecast cash flows
due in day-to-day business. Net cash requirements are
compared to borrowing facilities in order to determine
headroom or any shortfalls. This analysis shows
if available borrowing facilities are expected to be
sufficient over the outlook period.
As at 31 December 2021, the Group’s financial
liabilities have contractual maturities (including
interest payments, where applicable) as
summarised below:
2021
2020
Current
(within
6 months
6 to 12
months
Non-Current
(1-5 years)
Current
(within
6 months
6 to 12
months
Non-Current
(1-5 years)
£’000
£’000
£’000
£’000
£’000
£’000
Group
Trade and other payables
Total
Company
1,760
1,760
-
-
-
-
2,308
2,308
Trade and other payables
Total
638
638
-
-
-
-
1,246
1,246
-
-
-
-
-
-
-
-
ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
|
109
Financial statements
Notes to the Financial Statements
27. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, are listed below:
Balance at
31 December
Movement
in Year
Balance at
31 December
Movement
in Year
Balance at
31 December
Westminster International Limited
Westminster Security Limited
(formerly Longmoor Security Limited)
Westminster Aviation Security Services Limited
Sovereign Ferries Limited
Westminster Operating Limited
Keyguard U.K Limited
Longmoor (SL) Limited
Facilities Operations Management Limited
Westminster Sierra Leone Limited*
Westminster Group GMBH
GLIS Gesellschaft für Luftfahrt- und
Infrastruktur-Sicherheit GmbH
Westminster Sicherheit GMBH
Euro Ops SARL
Westminster Managed Services Limited
(formerly Westminster Facilities
Management Limited)
Longmoor Security Services Limited
(formerly Westminster Aviation Security
Services (ME) Limited)
Westminster International (Ghana) Limited
2019
2,329
-
3,979
45
(2,398)
-
-
192
-
795
-
-
1,310
-
-
6,252
2020
(1,483)
10
6
503
2,156
68
-
(6)
(60)
63
(50)
-
104
-
-
2020
846
10
3,985
548
(242)
68
-
186
(60)
858
(50)
-
104
2021
(719)
(10)
777
-
68
264
(24)
1,313
60
330
50
-
83
1,310
(1,331)
-
-
(383)
928
(383)
7,180
383
1,244
2021
127
-
4,762
548
(174)
332
(24)
1,499
-
1,188
-
-
187
(21)
-
-
8,424
The remuneration of the Directors, who are the key
management personnel of the Group, is set out in the
Remuneration Committee report on pages 56 to 59 as
are details of pension contributions for Directors.
In the year to 31 December 2021 fees and expenses
of £ 9,339 (2020: £18,619) plus VAT were accrued to
Cattaneo LLP a Limited Liability Partnership under
the control of Charles Cattaneo. On the 31 December
2021 Cattaneo LLP was owed Nil (2020: £1,600)
including VAT.
In the year to 31 December 2021 fees and expenses
of £ 1,320 (2020: Nil) plus VAT were accrued to
Graham Binns Consulting Limited, a Limited Liability
Partnership under the control of Major General (Rtd)
Graham Binns. On the 31 December 2021 Graham
Binns Consulting Limited was owed £1,584 including
VAT (2020: £Nil).
Certain members of the Fowler family, other than
directors, have been employed by the Group on normal
arms-length terms for between 12 and 24 years. Their
remuneration, in aggregate, for the year ended 31
December 2021 was £183,448 (2020: £182,830).
110
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28. PRIOR YEAR ADJUSTMENT
It has been clarified that Facilities Operations
Management Limited, one of our Sierra Leonean
companies, is actually owned 100% by Westminster,
not 90% as stated in previous financial statements.
The effect of this is as follows:
Signed accounts as at
31 December 2020
Adjustment
Restated as at
31 December 2021
Group statement of financial position (extract)
Brought forward Reserves
Minority Interest
(24,242)
(535)
(150)
150
(24,392)
(385)
Signed accounts as at
31 December 2019
Adjustment
Restated as at
31 December 2020
Group statement of financial position (extract)
Brought forward Reserves
Minority Interest
(23,697)
(365)
(133)
133
(23,830)
(232)
29. EVENTS AFTER THE REPORTING PERIOD
There are no reportable events in the period 31 December 2021 to 28 April 2022.
ANNUAL REPORT 2021
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111
Notes
112
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| WESTMINSTER GROUP PLC
|
113
Westminster Group PLC
Company information
Directors
Executive
Sir Tony Baldry (Chairman)
Peter Fowler
Mark Hughes
Stuart Fowler
Registered office
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS
Nominated &
Financial Adviser
Strand Hanson Limited
26 Mount Row
Mayfair
London
W1K 3SQ
Solicitors
Spratt Endicott Solicitors LLP
Linden House
55 The Green
South Bar Street
Banbury
OX16 9AB
Company Secretary
Non-Executives
Mawuli Ababio (Deputy Chairman) Roger Worrall
Simon Barrell
Major General (Rtd) Graham Binns
Principal bankers
Clydesdale Bank Plc
trading as Yorkshire Bank
94-96 Briggate
Leeds
West Yorkshire
LS1 6NP
Financial public
relations
Walbrook PR
75 King William Street
London
EC4N 7BE
Bird & Bird LLP
12 New Fetter Lane
London
EC4A 1JP
Registrars
Link Asset Services
6th Floor
65 Gresham Street
London
EC2V 7NQ
Stockbroker
Arden Partners plc
125 Old Broad Street
London
EC2N 1AR
Auditor
PKF Littlejohn LLP
15 Westferry Circus
Canary Wharf
London
E14 4HD
Telephone
Email
Westminster Group Plc
+44 (0) 1295 756300
info@wg-plc.com
Westminster International Ltd
+44 (0) 1295 756300
info@wi-ltd.com
Westminster Aviation Security Services Ltd
+44 (0) 1295 756300
info@wass-ltd.com
Keyguard U.K Ltd
+44 (0) 8452 572081
info@keyguarduklimited.co.uk
Longmoor Security Ltd
+44 (0) 1295 756380
info@longmoor-security.com
Euro-Ops
+33 (0) 6 08 07 09 25
ops@euro-ops.net
GLIS Gesellschaft für Luftfahrt -
und Infrastruktur Sicherheit GmbH
+49 8051 93 904 50
info@glis.eu
114
| ANNUAL REPORT 2021
| WESTMINSTER GROUP PLC
Westminster Group plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS
United Kingdom
www.wsg-corporate.com