and Financial Statements
Annual
Report
2022
Worldwide world
class protection
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.
Mission Statement
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.
The mission of the group 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.
Annual report
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 1
Highlights
Company Overview
Strategic Report
Chairman’s Statement
Chief Executive Officer’s Report
Chief Financial Officer’s Report
Risk Management
Stakeholder Engagement
Environmental, Social and Governance (ESG)
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
General Information
Index
2-3
4-5
6-7
8-17
18-21
22-27
28-33
34-35
36-37
38-49
50-55
56-57
58-61
62-63
64-65
66-71
72
73
74
75
76
77
78-115
118
2 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
54%
57%
370
35%
60
256
Gross Margin
Increase in Passengers
Return Customers
Increase in Revenue
Countries Supplied
Staff Worldwide
The years
Highlights
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 3
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 3
•
A strong recovery in airport operations
exceeding pre-pandemic levels by year end.
•
Training business delivered record levels of
revenues.
•
A strong recovery in our guarding business
with a near doubling of revenues and return to
profitability.
•
Supplied products and solutions to 60
countries across the world.
•
Secured £300,000 contract to protect a West
African Parliament building.
•
Under Martyn’s Law (amended Protect Duty)
forthcoming legislation, secured two important
new mass screening contracts, an iconic
building in London and a theatre and exhibition
complex in Northern England.
•
Secured a $300,000 3-year contract to provide
aviation support services to the UN in Mali.
•
$1.7m airport security contract in Southeast
Africa confirmed and underway.
•
Westminster Arabia achieved HCIS certification
required to for government regulated contracts.
Financial
•
35% increase in revenues to £9.5m (2021:
£7.1m).
•
65% increase in Technology Division revenues
to £3.2m (2021: £2.0m).
•
23% increase in Services Division revenues to
£6.3m (2021: £5.1m).
•
99% decrease in loss after tax to an effective
break-even position £0.0 (2021: loss of £1.9m).
Operational
Post Period End
•
Q1 2023 trading ahead of internal budget.
•
Commenced 2023 with £1.8m of work in hand.
•
Commenced 2023 with more than £5m
of annual recurring revenue from existing
contracts.
•
West African airport operations currently
running at record levels and new terminal
opened April 2023.
•
Training & Guarding businesses performing
well.
•
Land issue resolved and construction works
due to commence on West African container
port project.
^ This is an Alternative Performance Measure – refer to Note 2 of the financial statements for further details.
VISION STATEMENT
“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.”
4 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 delivering products,
services and solutions to our three key market
sectors: LAND - SEA – AIR.
Managed Services
(6,273)
Technologies
(3,255)
UK & Europe
(2,520)
Africa
(6,704)
Middle East
(68)
Rest of World
(236)
Divisional Revenue Split (£’000)
Geographical Split of Revenue (£’000)
60 50+
countries in 2022
agents and offices
Who we are
Westminster 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.
Westminster Group PLC
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 5
Regional Offices
UK
Westminster Group Plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire OX17 2BS
United Kingdom
France
Euro Ops International
3 rue de Bischwihr
68280 Andolsheim
France
Germany
GLIS
Gesellschaft für Luftfahrt- und
Infrastruktur-Sicherheit GmbH
Chiemsestr. 25, D – 83233
Bernau am Chiemsee
Germany
KSA
Westminster Arabia
Building No. 482
Al Orouba Road
Olaya Street
Riyadh 11531
Saudi Arabia
Ghana
10th Estate Rd,
Kanda,
Accra
Ghana
Sierra Leone
60 Wellington Street
Freetown
Sierra Leone
Westminster
Around the world
Worldwide world class protection
6 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Overview
Following the challenges of the previous two years due
to the global pandemic associated lockdowns and travel
restrictions, we entered 2022 with optimism. We could
see that the impact of the pandemic was coming to an
end and business confidence was returning.
Sadly, the Russian invasion of Ukraine and the global
economic turmoil that followed has created a number of
new challenges, although also some opportunities.
Stock markets, particularly with small cap companies,
have been impacted, access to capital has become more
challenging, rising prices, inflation and global uncertainty
all make for a more challenging business environment.
Governments and corporations are reviewing budgets
and spending plans, postponing capital expenditure
and creating delays in some order placements, as
we experienced with a delayed multi-million dollar
Technology project we were verbally awarded in early
2022 and was anticipated to be completed that year.
Due to the country’s currency issues causing budget
constraints the project was delayed and will hopefully go
forward in 2023.
Against that backdrop and despite the delayed
Technology project mentioned above we still achieved
a 35% increase in our revenues to £9.5m (2021: £7.1m)
and a 99% reduction in losses to an effective break even
position £0.0 (2021: loss of £1.9m) , with many areas of
the business trading at new highs.
There were other disappointments in the year, such
as the continued delay in the ratification of our DRC
contract, which is covered in the CEO report, however
there were a number of successes and achievements.
Of these I was particularly proud that Westminster was
chosen to provide the security screening solution for
our late Queen Elizabeth II’s lying in state. This was
a complex project for which Westminster had been
identified and selected some time ago and we had been
planning and rehearsing for the event for some time. I
was impressed by the speed and professionalism with
which we undertook the assignment and I wish to pay
tribute to all our staff involved in that sad but prestigious
event.
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.
Rt. Hon Sir Tony Baldry DL
Chairman
Strategic report
Chairman’s
Statement
£’000
12,000
10,000
8,000
6,000
4,000
2,000
0
2016
2015
2017
2019
2020
2021
2022
2018
Revenue
In my capacity as 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 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 CEO
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. We
have put in place processes and safe working practices,
with a number of employees working from home.
“I was particularly proud
that Westminster was
chosen to provide the
security screening solution
for our late Queen Elizabeth
II’s lying in state.”
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 7
We have not made any changes to the Board this year.
I do however congratulate Lorraine Hellend on her
promotion to Head of Sales as of 1 January 2023.
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
31 May 2023
8 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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.
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
2022 has been a year of both challenges and
achievements.
Challenges from the tail end of the global pandemic and
associated travel restrictions, the challenges from the
impact of the Russian invasion of Ukraine in February
2022, the resulting global economic turmoil and financial
uncertainty, has resulted in governments and businesses
reviewing their spending plans with the inevitable knock-
on delays on contract awards.
Peter Fowler
Chief Executive Officer
Strategic report
Chief
Executive
Officer’s
Report
“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.
I am pleased to report that, despite the challenges,
we still delivered a 35% increase in revenues to £9.5m
(2021: £7.1m). This was however, circa £4.6m short of
full year expectations, set at the beginning of the year
which, as reported in our 1 November 2022 update,
was predominantly due the slippage of a multimillion-
pound Technology project, verbally awarded in 2022 but
delayed due to the country’s budget constraints as a
result of the economic downturn and now expects to be
formally awarded and largely delivered in 2023. Despite
this however we still achieved an effective break-even
position with a 99% improvement in losses to £0.0m
(2021: loss £1.9m), demonstrating the recovery underway
from the previous years’ challenges
I am also pleased to report that all areas of our business
delivered growth in the year. Our Technology Division
delivered a 65% increase in revenues to £3.2m (2021:
£2.0m) showing strong recovery from the pandemic
challenges, whilst our Services Division delivered a 23%
increase in revenues to £6.3m (2021: £5.1m) underpinning
our growing recurring revenue businesses.
In terms of achievements, not only did we significantly
increase year on year revenues, but we secured and
delivered some notable and important accomplishments
during the year such as providing an extensive screening
solution for the late Queen Elizabeth II’s funeral event
in September 2022, which was a great honour. We
secured important new contracts in the year, significantly
increased our returning customers demonstrating brand
loyalty, we continued to develop our pipeline of new
large-scale opportunities including some exciting, long-
term prospects and we continued to progress existing
projects such as DRC and our West African Port project
as detailed in our Divisional Review below.
Divisional Review
Services Division
Our Services Division and the growing recurring revenue
base we are building is a key element to our future
growth and I am pleased to report therefore that the
Division has performed well with a 23% increase in
turnover to £6.3m for the period which is at a record level
despite our airport business having not fully recovered
from the impact of Covid on the travel industry.
Our West African airport operations, which, like aviation
across the world, had been severely impacted by
lockdowns and travel restrictions during the Covid
pandemic of the previous years, experienced a strong
recovery from around 84% of pre-pandemic passenger
numbers at the start of the year to achieving record
monthly numbers by the end of the year and this trend
has continued into 2023 which augers well for the future.
In addition, Summa Airports, who took over the running
of Freetown International Airport in early 2023 completed
the construction of an impressive new terminal which
opened in April 2023, further increasing passenger
experience and capacity. Westminster’s contract with
the government for the airport security remains in force
and Westminster will, under separate contract with
Summa, provide the aviation security services at the
new terminal for at least the duration of Westminster’s
existing contract with the government, although this
may be extended. Under its contract with Summa,
Westminster will no longer be responsible for the cost of
new or replacement security equipment and has reduced
its fee accordingly whilst SUMMA will be responsible for
the cost of all required equipment and the collection of
the security fees from airlines and will remit the funds
based on passenger numbers in the preceding month
directly to Westminster’s designated bank account on
a monthly basis, thereby reducing Westminster’s costs
and accelerating receipts. These changes, which do not
affect economics of the project, are beneficial and we
look forward to continuing growth from this project.
Both our guarding and training businesses were heavily
impacted during the global pandemic over the previous
couple of years and I am pleased to report both have
rebounded strongly in 2022.
Our training business has not only recovered to
pre-pandemic levels but delivered record levels of
revenues, securing new contracts from governments
and organisations including a sizeable long-term
contract for one of the UK’s largest airports. The global
pandemic demonstrated the importance of distance and
online training and, we believe, 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.
Our guarding business equally produced a remarkable
recovery, not only securing important new business in
the year but also a near doubling of revenues over the
previous year.
As previously announced, we expected to secure one
more long-term, large-scale managed services contract
in 2022 and were close to achieving that. By year end
“I am pleased to report that,
despite the challenges, we
still delivered a 35%
increase in revenues, with all
areas of our business
delivering growth in the
year.”
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 9
10 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
awards. A case in point being the multi-million USD
Technology project we were verbally awarded in 2022
and expected to be formally confirmed and completed
by the end of the year but due to the economic situation
and currency issues within the country concerned, the
project keeps being delayed. This project is still a high
priority for the client, and we have been informed by them
that they expect to move forward in 2023. We also saw
similar slippage with other large capital-intensive potential
projects.
Notwithstanding the above the Division did still achieve
a 65% increase in revenues to £3.2m (2021: £2.0m) and
delivered some important successes.
In September 2022 we were honoured to have provided
the extensive screening requirements at the late Queen
Elizabeth II’s lying in state. Westminster had been
selected for this task some time ago and had been
storing the required equipment and undertaking secret
rehearsals with the police and authorities over the years
in preparation. Within hours of the announcement of
the Queen’s passing we had mobilised and began
preparations for deployment. It was a complex operation
involving the deployment of a number of screening
lanes and a Westminster team to be on duty at the
event 24 hours a day for the duration. I am proud to say
the everything ran smoothly, and credit is due to the
exceptional service provided by our dedicated team. The
fact we were chosen for this high profile, high security
event is evidence of the reputation and professionalism
associated with Westminster.
In January 2022 we announced that the $1.7m airport
security contract for two airports in South-East Africa,
provisionally awarded in 2021, had been formally issued.
The contract, funded by the European Investment Bank,
involved the upgrading of security equipment, including
new x-ray screening & metal detection equipment, an
advanced CCTV surveillance system and new control
and command centres at both airports. Westminster
is providing a full turnkey solution including the design,
supply and installation of the systems and will be
Strategic report
Chief Executive Officer’s Report
“We saw a strong recovery from
the Covid pandemic, with our
Technology Division delivering a
65% increase in revenues and our
Services Division delivering a 23%
increase in revenues.”
we were at the final stages of negotiating a sizeable long
term airport security project in West Africa. However, it
is always difficult to accurately predict timing for such
projects, which are complex and can involve various
bodies in bureaucratic processes, but we still expect
that contract to be secured and delivering a material
contribution to revenues in 2023.
Frustratingly, the long overdue ratification process of
our DRC contract, signed in June 2021, has still not
been completed. This matter has taken far longer than
anticipated, largely due to the Governments’ internal
procedures. However, an important step in the process
was completed towards the end of 2022. We know that
not only is the delay in finalising this matter a frustration
for us and our shareholders but has become a significant
issue for the government who recognise the importance
of the project and the urgent need to improve the
security of the country’s airports. I would like to pay
tribute not only to the tireless pursuit of this project by our
staff involved but also the tremendous support we have
received from the British Ambassador and Embassy staff
in Kinshasa.
As previously reported, we have been waiting for our
client to resolve the land issues for the construction of
the new container port storage and inspection complex
in West Africa, for which Westminster have been
contracted to provide the screening operations under a
10-year managed services agreement, signed in June
2021. I am pleased to report that the land issue has now
been resolved and construction of the port is due to
commence this year.
We announced in November 2022 that the relationship
with our local partners, Scanport, regarding our Ghana
port project had become increasingly strained and that
we were looking to resolve matters through mediation
to include accelerated receipt in recompense for early
termination, which would free up resources for new
large-scale projects expected in 2023.
The matter is still in process. We have not included
any revenues from this project in our 2023 internal
projections although we anticipate reaching a settlement
in the year. We will update the market on these various
developments when appropriate.
Technology Division
We continue to experience healthy enquiry levels and
during 2022 secured orders for our products and services
from 60 countries (2021: 60) around the world.
The global economic turmoil and financial uncertainty
created by the Russian invasion of Ukraine has resulted
in governments and businesses reviewing their spending
plans with the inevitable knock-on delays on contract
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 11
“Within hours of the
announcement of the
Queen’s passing we had
mobilised and deployed
the extensive screening
requirements at the late
Queen Elizabeth II’s lying
in state.”
12 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Strategic report
Chief Executive Officer’s Report
delayed in 2022 it is now expected to become law in 2023.
However, many organisations are proactively making
arrangements to be compliant ahead of the legislation and
in this respect, I am pleased that Westminster secured
important new contracts. During 2022 we secured
a contract to provide a ‘Mass Screening’ solution for
an iconic building in London, and a similar contract,
also for ‘Mass Screening’ to an important theatre and
exhibition complex in the north of England. We are also in
discussions with a number of important venues and sites
in the UK for effective and large-scale security solutions
ahead of the expected legislation. For more information on
Martyn’s Law see here https://www.wg-plc.com/protect-
duty# or to see the latest news and video from Figen
Murray see here https://www.wg-plc.com/news/figen-
murray-obe-martyns-law-amended-protect-duty
Our various high profile security projects, such as
the Palace of Westminster and the Tower of London,
are performing well and we are discussing expanded
operations.
In September 2022 Westminster Arabia was, after a long
process, finally officially certified by the Saudi Arabian
High Commission for Industrial Security (HCIS) for the
supply, installation and maintenance of security devices.
This certification is important and is required to bid for
government regulated and/or funded endeavours (such as
Giga Projects, critical infrastructure, transport etc.) and for
the supply of products & services to Government affiliated
companies. Few (if any) Saudi companies which are formed
through joint ventures with foreign entities have achieved
this status and the award of the licence is an important step
forward for our business. Westminster Arabia remains an
important component in our growth strategy.
Our German subsidiary, GLIS, 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 continues to secure a
number of important new clients including US military
bases and is developing substantial business opportunities
in the region. Through GLIS, we continue to monitor the
Joint Comprehensive Plan of Action JCPOA talks and
are maintaining discussions with stakeholders (including
the UK and German governments) however, despite the
optimism of an EU brokered deal in September 2022,
the fallout from the Ukraine war and other issues have
meant a deal in the short term is unlikely. However, should
circumstances change and the US and international
sanctions, including banking, be lifted, there remains an
opportunity for our German office to revisit the substantial
opportunities previously created.
Our French business, Euro Ops, continues to be a valuable
strategic addition to the Group. The company provides
aviation focussed services such as humanitarian flights
establishing an engineering presence in-country for future
maintenance and support services. This project is well
underway and will be completed in 2023. The client is
extremely pleased with Westminster’s performance and
has expressed interest in a long-term managed services
programme once the project has been completed.
Other important new contracts secured in the period
include a £300,000 contract to supply and install an
advanced people and baggage screening solution within
a West African parliament building. This project was
successfully delivered in the year, and we are now in
discussions on a much larger project to upgrade security
at that parliament. We also supplied a wide range of
technology-based security products and solutions to
clients around the world.
In 2022 we reported on the initiative we have been
pursuing regarding the forthcoming new legislation in
the UK, Martyn’s Law (amended Protect Duty). Martyn’s
Law is named after Martyn Hett, who at 29 years was
killed in the Manchester Arena terrorist attack in May
"The forthcoming Martyn’s
Law Legislation offers
substantial business
opportunities for Westminster
and have already secured
important new contracts for
Mass Screening at key UK
venues."
2017. Martyn’s mother, Figen Murray, has been a tireless
campaigner and the force behind 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. Martyn’s Law
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 with appropriate levels of security. The
Home Office estimates that 650,000 UK businesses could
be affected by Martyn’s Law, and this offers substantial
business opportunities for Westminster’s extensive
portfolio of products and services.
Westminster has been supporting Figen and working on
this opportunity for some time, and like many government
related issues, the enactment of this legislation was
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 currently being pursued.
One example a $300,000 3-year contract, awarded in May
2022, to provide aviation support services and logistics for
Swiftair and the UN in Mali.
Summary
On a wider front, despite the challenges 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 should they be 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. 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, however due
to the nature of the projects and the numerous bodies
involved it is notoriously difficult to forecast timing of any
contract award. I know this can be frustrating at times
but the upside of securing such contracts with long-term,
high margin recurring revenues is worth the efforts. We
obviously cannot provide regular updates or details on
contract negotiations, but we will provide market updates
on material developments when appropriate and in line
with our regulatory responsibilities.
In summary, despite the various challenges and in some
cases because of them, 2022 was a busy year and whilst
our results for the year were impacted largely by one
multi-million USD Technology contract, delayed through
budget constraints, our business has recovered strongly
from the Covid impact, with some revenue streams now
trading at record levels. We have continued to develop
and deliver on business opportunities and during the
year supplied goods and services to numerous countries
around the world, including some notable achievements.
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. We believe the benefits
from these achievements will begin to be seen in 2023
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 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.
As part of our strategy for growth, we will also continue
to improve and enhance our Board and senior
management team 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.
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
“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.”
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 13
14 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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Chief Executive Officer’s Report
business in the UK and developed world areas. We have
made a good start with important contracts such as
the Tower of London, Palace of Westminster, Scottish
Parliament, HM Prisons, and the UK Border force, and
we will be looking to materially increase such business
through 2023 and beyond, not least by developing and
delivering on opportunities created by the forthcoming
Martyn’s Law legislation, with two important mass
screening contracts already delivered in relation to this
strategy
Given budget constraints for many companies resulting
from the global economic situation 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. 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
optimistic this initiative will lead to material and additional
long-term revenues.
We are also looking to expand our global footprint
through the development of our agent network and
through 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 cost-effective way.
Our risk strategies are developed from our Risk
Committee who hold regular meetings and report to the
Audit Committee. Mitigation and risk strategies are then
developed to address potential risks, as we successfully
did during the Covid pandemic. Covid 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 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.
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 2023 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 32-41 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
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.
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 recent pandemic
lockdowns have 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, 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, maintenance and guarding
contracts, and this is a key metric being monitored.
Employment is the single largest cost base for the Group,
the costs are strictly monitored to ensure best use of
resources. Days Sales Outstanding is used to measure
the cash conversion of revenue and identifies debtor
aging issues this is low this year which is good but 2021
represents more normal levels.
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 served and number of return customers
are monitored to give a view on the performance of
the division. It is pleasing to see higher levels of return
customers, demonstrating brand loyalty. The material
increases in passengers served, training hours and
guarding hours delivered are all indicators of the strong
recovery from different parts of our business in 2022.
Current Trading & Business Outlook
We have commenced 2023 on a positive note with Q1
trading ahead of budget and, whilst remaining mindful
of the global uncertainty which could yet have adverse
impacts on trading, we expect 2023 to be a record year.
We commenced 2023 with £1.8m of work in hand which
is a good start to the year, and we are experiencing
increasing levels of enquiries from around the world for
our products and services. Our business development
teams are working on a number of exciting opportunities,
and already we are seeing new contracts coming to
fruition.
As mentioned in the Divisional Review above we believe
the forthcoming Martyn’s Law legislation which is due
to become law in 2023 and which The Home Office
estimates will affect circa 650,000 UK businesses, is a
significant opportunity for our business and we look to
build on the work we have done preparing for this and
the successful contracts secured in 2022 and fully expect
to secure further important new contracts in 2023.
Our West African airport operations have continued
the growth we saw in 2022 and are currently running at
record levels.
Our guarding and training businesses performed well in
“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.”
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 15
16 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Strategic report
Chief Executive Officer’s Report
2022 and we expect that to continue in 2023.
We traditionally secured one or two large-scale multi-
million USD Technology solution sales projects each year
although this has proved more challenging over the past
couple of years due to customer spending constraints.
However, we do have several potential projects in the
pipeline, including the postponed project from 2022,
which we expect to materialise in 2023.
We are focussed on building our recurring revenue
base of contracted income, particularly from long term
contracts, which is and will continue to be a key growing
strength of our business. In this respect we commenced
2023 with over £5m of annual recurring revenues which
we expect materially increase through new contracts
during the year.
As mentioned in the Divisional Review there are
developments regarding the long overdue ratification
of our DRC contract and we are hopeful this prolonged
process will be finally concluded and the programme will
move forward this year.
We are also encouraged that the land issue regarding
our West African port project has been finalised and
that construction on the new container storage and
inspection area can commence.
As previously mentioned, we have not included any
revenues from the Ghana port operation in our 2023
internal projections although we anticipate reaching a
settlement during the year.
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. We believe that we will
secure at least one, possibly two, long-term managed
services contract in 2023, each producing a multi-million
dollar step change in revenues.
The foregoing, outlining the recovery and growth we
“Building on our 2022
revenues, we believe a
record year of revenues
and profitability are in
sight for 2023.”
Group
2022
2021
Revenue
£9.5m
£7.1m
Gross Margin
54%
46%
Recurring Revenues
£5.6m
£5.4m
Days Sales Outstanding
30
57
Number of Employees
256
241
Average Employee Cost Per Head
£17,016
£18,129
Managed Services
2022
2021
Passengers Served (‘000)
124
77
Vehicles/Containers Served (‘000)
958
1,090
Training Hours Delivered
5,906
1,136
Guarding Hours Delivered
38,508
29,677
Technology Division
2022
2021
Average Enquiries Per Month
168
293
Average Number of Orders Per Month
44
37
Number of Countries Supplied
60
60
Number of Return Customers
370
242
are seeing in our various businesses, together with our
business model and the opportunities we have been
developing over the years which, despite the challenges
and setbacks we have experienced in recent years,
underpin our confidence for the future growth of our
business. Building on our 2022 results, we believe a
record year of revenues and profitability are in sight for
2023. The key to achieve this, of course, is to secure new
contracts with enough time to recognise revenues in the
year and we are working hard to deliver that
Peter Fowler
Chief Executive Officer
31 May 2023
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 17
18 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Revenue
2022 revenues of approximately £9.5m (2021: £7.1m)
are up 35% with all areas showing increases despite
the Ukrainian war and general turmoil in the world.
However, large projects continued to be delayed awaiting
confidence that the world was returning back to more
normal times.
Services revenues increased by 23% to £6.3m (2021:
£5.1m). This was because of the continuing strength of
our West African Airport passenger levels during the year,
combined with Guarding revenues up 35% and training
hours over 5 times the number in 2021 as the world
needs to train to recover from staff lost in the pandemic.
Westminster’s Technology Division revenues were up
65% to £3.2m (2021: £2.0m). 2021 did not have any
large solutions sales whereas in 2022 the market was
returning albeit a number of expected contract awards
were delayed.
Gross Margin
Despite an increase in Technology Solution sales
(typically at 15% to 20%), which would normally bring
down the average margin; better Technology margins
and the increase in higher margin Services Division sales
was enough to improve the Gross Margin Percent to 54%
(2021: 46%).
Operating Cost Base
Group administrative costs increased by 7% to £5.5m
(2021: £5.2m) in total. A little over one third of the
increase was because in 2021 we had £141,000 of
support under the Covid furlough scheme whereas there
was none in 2022. Approximately another third is the full
year effect of growth initiatives started in 2021. The rest
is because of the general inflationary background despite
strenuous efforts to control costs.
Effect of Covid-19
Whilst Westminster has mitigated certain effects of the
Mark L W Hughes
Chief Financial Officer
Strategic report
Chief
Financial
Officer’s
Report
Reconciliation to EBITDA^ from underlying operations
2022
2021
£,000
£,000
Loss from operations
(325)
(1,917)
Depreciation, amortisation and impairment charges
252
244
Reported EBITDA
(73)
(1,673)
Share based expense
-
-
Exceptional items
-
-
EBITDA^ from operations
(73)
(1,673)
^ This is an Alternative Performance Measure refer to Note 2 for further details.
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. This has continued into 2022 as
the prevailing economic situation has not fully returned to
pre-covid levels in our sectors.
Operational EBITDA^ from underlying continuing
and discontinued operations
The Group’s loss from operations was £0.3m (2021:
£1.9m). When adjusted for the exceptional and non-cash
items and depreciation and amortisation, as set out on
the table on page 18, the Group recorded an EBITDA^
loss from underlying continuing and discontinued
operations of £0.1m (2021: £1.7m loss).
Finance Costs
Total finance costs for 2022 £0.0m (2021: £0.0m),
because the Group has very low debts. There was an
underlying cash charge of £0.0m (2021: £0.0m).
Earnings Result for the Year
The Group loss before taxation was £0.4m (2021:
£1.9m). The Group loss after tax was £0.0m (2021: £1.9m
loss) and the loss per share was 0.00p (2021: 0.62p).
Statement of Financial Position
The Group’s gross assets amounted to £10.0m on 31
December 2022 compared with £9.3m on 31 December
2021. The main movement was a reduction in cash
offsetting a £0.6m decrease in working capital and
funding the losses.
The Group’s current assets amounted to £5.6m on 31
December 2022 (2021: £5.3m) for the same reasons as
the change in total Group assets.
The Group’s trade and other receivables balance as at 31
December 2022 was £4.8m (2021: £3.7m). Average days
sales outstanding at the year-end were 30 (2021: 57).
This was improved by the large solution sale close to the
year end.
Cash and cash equivalents were £0.3m at 31 December
2022 compared with £0.9m at 31 December 2021. The
decrease is mainly due to losses and movement in
working capital.
Trade and other payables were £2.6m (2021: £1.8m) and
average creditor days were 51 (2021: 43).
A deferred tax asset of £1.3m (2021: £1.0m) was held
at the year end the movement related to the increase in
expected tax rate.
Total equity on 31 December 2022 stood at a surplus of
£7.4m (2021: £7.5m).
Again, the large solution sale close to the year-end has
distorted the figures.
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.
ANNUAL REPORT 202 | WESTMINSTER GROUP PLC | 19
“Revenue up 35%
turning a loss in 2021
to a break-even result.”
20 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Strategic report
Chief Financial Officer’s Report
Summary of Warrants
As at 31 December 2022 the warrants outstanding were:
The S P Angel warrants have now lapsed.
For further details on warrants, refer to Note 21 pages 106-107.
Cash Flow Statement
During the year, the Group had an operating cash
outflow of £0.7m (2021: outflow £3.3m) which arose
from the loss and an adverse working capital movement
of £0.6m (2021: £1.6m adverse) which was a decrease
in receivables, investment in the new projects and an
increase in payables.
Net cash used in underlying operating activities is
presented excluding exceptional items, share options
expense, and depreciation and amortisation.
Principal risks and uncertainties
The principal risk and uncertainties facing the Group are
outlined on pages 24– 27.
Going Concern
The assessment of Going Concern is summarised in the
Directors’ Report on page 63.
Events after the Reporting Period
These are fully set out in note 28 on page 115.
Mark L W Hughes
Chief Financial Officer
31 May 2023
^ This is an Alternative Performance Measure refer to Note 2 for further details.
Number
Holder
Strike Price (p)
Issued
Life (years)
Vesting Criteria
170,455
S P Angel
22.0
31 January 2018
5
At grant
3,499,222
RiverFort
5.2
21 January 2020
4
6 months after grant: - detachable
Reconciliation from adjusted EBITDA^ to normalised operating cash flow
2022
2021
£,000
£,000
Adjusted EBITDA^
(73)
(1,673)
Loss on asset disposal
(4)
-
Net changes in working capital
(569)
(1,632)
Movement on tax
354
(11)
Net Cash used in underlying operating activities
(292)
(3,316)
Equity Isuues
There were no equity issues in 2022 (2021: Funds raised £2.51m)
During the year, the Group raised nothing from the
issue of new equity (2021: £2.51m gross).
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 21
22 | ANNUAL REPORT 2022 | 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
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:
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 23
Risk Management Committee
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 23 March 2023 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 Committee will be appointed by the Board and
should be a balance of executive directors and senior
management.
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;
•
Compliance with risk-related regulatory
requirements;
•
External risk assessments in relation to the group’s
international business; and
•
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 20 to 24.
Committee Membership
The current Risk Management Committee members are:
• Peter Fowler (Group CEO) (Chair)
• Mark Hughes (Group CFO)
• Stuart Fowler (Group COO)
• Roger Worrall (Group Company Secretary)
• Joanna Fowler (Head of Services Division)
• 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.
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.
Likelihood
Unlikely
Possible
Expected
Impact
Will have an impact but easily
dealt with
Impact will be moderate but
may cause some difficulties
Major impact which could
result in a material adverse
effect on the Group and / or
its stakeholders
Risk Flags
24 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Strategic report
Risk Management
Macro-economic Risks
Material Government Action
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 Group’s operations.
• Develop and maintain 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
territories.
War & Terrorism
Risk
Mitigation Strategy
There is an ever-present risk of war or terrorism around the
world which is both an opportunity and risk for the Group:
• Terrorist explosives planted in luggage or smuggled
through Airport/Port secured by Westminster.
• War or Terrorist event anywhere around the world can have
adverse effects on global trade and travel which would
affect the Group’s operations.
• Ensure staff are adequately trained for and informed of the risks
surrounding their role in the Group’s operations.
• Undertake Overt & Covert Testing Including Threat Image Projec-
tion on X-Ray Scanners
• Adopt additional technologies such as Artificial Intelligence to
enhance our detection capabilities.
• 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 pro-
jects and that mitigation actions are in place.
• Use wardens in countries with permanent Ex Pat staff
• Maintain an incident response plan for all major projects.
• Source independent reports of project country status.
Likelihood
Impact
Likelihood
Impact
Physical / Staff Risks
Staff Incident
Risk
Mitigation Strategy
We operate in often physically challenging locations that
present a range of risk for our staff:
• Medical Emergencies such as Typhoid and Malaria etc.
• Accidents at work or whilst on assignment in a country.
• Personal Security from the threats of theft,
attack or kidnap etc.
• Incidents whilst travelling.
• Adopt policies/code of conduct for staff in relation to their
actions whilst at work and on deployment overseas.
• Undertake regular health and safety reviews.
• Maintain insurance cover including medical evacuation
and other risks.
• Carry out staff training and provide country briefings prior
to any deployment overseas.
• Keep a log of employee medical requirements.
• Locally retained doctor and first aiders.
• Secure compounds/safe assessed hotels/guards.
• Maintain emergency response plans.
Likelihood
Impact
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 25
Legal & Compliance Risks
Breach of Legislation/Regulations
Risk
Mitigation Strategy
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.
• 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 requirements, 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 our Nominated Advisor and close control of
price sensitive information.
Change in Sanctions
Risk
Mitigation Strategy
Some of the countries in which the Group operates could
be affected by sanctions:
• Change in sanctions status of operational country could
prevent the continuation of a project.
• Change in sanctions status in supplier country may
increase project costs and require resourcing or suppliers’
ability to deliver.
• Monitor world events for potential changes in sanctioned status.
• Maintain Sanctions Policy.
• Maintain sanctions list within CRM system to flag potential sanc-
tioned enquiries.
• Regularly check sanctions for high-risk projects.
• Ensure multiple suppliers for key products
Corporate Criminal Offence
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 Human
Resources..
• Maintain a Corporate Criminal Offence Policy.
Financial Risks
Material Government Action
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 Group’s results.
• A material bad debt could have a significant effect on
the Group’s results and cash flows.
• Forex & exchange control risks on international
transactions.
• Availability of Funding in a Crisis
• 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.
• Build up a cash reserve to cover potential crisis issue.
• Review use of credit insurance.
Increased Cost of Capital
Risk
Mitigation Strategy
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.
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
26 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Strategic report
Risk Management
Information Technology Risks
Failure of Major IT Equipment
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
The Group’s profile around the world and sectors within which
it operates heightens the risks of cyber-attack.
• Cyber-attack to the website reduces selling opportunities
and/or damages the Group’s reputation.
• The loss of customer data through a cyber-attack causing
reputational damage.
• A ransomware or similar attack restricting the Group’s
access to Company data hindering the Group’s operations.
• Cyber-attack on corporate and financial system.
• Fraud through eCommerce.
• Implement industry standard protection software for all
Company equipment and websites.
• Provide staff training and updates on the latest potential
threats and vulnerabilities.
• Where possible segregate project services and data in
unconnected systems.
• Move to cloud storage and maintain back up data.
• Anti-virus software and email checking software.
• Ensure confidential data.
• Staff training on eCommerce transactions.
Contractual Risks
Major Project Failure
Risk
Mitigation Strategy
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.
• Internal audits against international standards.
• Contractual liability limited (such as no airside liability taken) and
implement adequate insurances.
• Carry out regular risk assessments.
• Contingency plans established for all staff positions.
Material Contract Failure
Risk
Mitigation Strategy
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.
• 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.
Major incident within a contract.
• Use AI Detection on screening systems where possible.
• Maintain a press plan and emergency response plan.
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 27
The effects of outside hostile
interference in contracts and
operations could have a significant
effect on the Group.
Business Disruption
Loss of Key Staff
Risk
Mitigation Strategy
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.
• Cross training between staff.
• Succession planning.
Hostile Action
Risk
Mitigation Strategy
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
Business is affected by War, Civil Unrest or Natural Disaster.
• Monitor global situations.
• Have contingency plans including emergency response team.
Worldwide business global events such as SARS in
2008, the Ebola crisis in 2014 or the Coronavirus Covid-19
pandemic in 2020 can have serious consequences for the
Group’s operations and results.
• 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.
Failure of Infrastructure
Risk
Mitigation Strategy
Westminster’s performance is dependent on the availability
and quality of its physical infrastructure, its information
technology.
• Implement a disaster recovery plan.
• Maintain disaster recovery insurance.
• Expand use and setup of home working solutions.
• Reduce reliance on paper records.
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
Likelihood
Impact
28 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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;
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 256 (2021: 241) people in
2022 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 so
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.
•
The Group Chairman and other board members meet
individual employees when appropriate.
•
We encourage our people to have a culture of respect and
integrity and operate a whistle blowing policy.
Key Activities During 2022
• We continued with our employee appraisal system throughout
our business.
• 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 with employees directly and via
video conference.
• We continued to train our people as appropriate for their role.
•
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 29
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 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.
Key Activities During 2022
• Worked closely with Figen Murray OBE, on Martyn’s Law, her
son died in the Manchester Arena attack.
• Marketing Martyn’s Law related security products and
services, the Home Office estimates 650,000 business in the
UK will need to comply with the new legislation.
• Deployed Mass People Security Screening systems at two
Iconic locations in the UK.
• Two Airports $1.7m project in Southeast Africa, installations
commenced and nearly completed.
• Palace of Westminster assisted screening of 350,000 persons
and their hand carried items at the late HM Queen’s laying in
state.
• Our Westminster Arabia entity now has the relevant licences
to trade in security related projects.
• Negotiated and won a prestigious contract for a West African
Parliament,
• We held regular virtual meetings and dialogues with all our
Strategic Partners.
• Continued a review and re-engagement programme with our
network of agents.
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, having constructive
dialogue with its shareholders and 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 Group’s shares is set out on page 62 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 Group issues the market with an interim and annual
report 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.
•
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.
•
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 Activities During 2022
• We engaged with investors on topics of strategy, governance,
developments, and performance.
• We issued our 2021 Annual Report on 29 April 2022 and our
2022 Interim Report on 18 August 2022.
• We held our AGM on 28 June 2022.
• CEO undertook investor focussed interviews with various
broadcast organisations.
• Executives et either in person or virtually with investors and
potential investors arranged by our stockbroker.
30 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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.
• Meetings and discussions with UK Export Finance and similar
organisations.
Key Activities During 2022
• 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 on
some of our large-scale project opportunities.
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 them.
Key Activities During 2022
• Supplied numerous customers in 60 countries worldwide.
• Continued to expand customer base including important new customers.
• Continued to enhance the CRM software system.
• Continued to undertake 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 and customer visits to our UK HQ.
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 2022 | WESTMINSTER GROUP PLC | 31
32 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
^ This is an Alternative Performance Measure refer to Note 2 for further details
Strategic report
Stakeholder Engagement
Our Suppliers
We are a solutions provider not a manufacturer and are product
agnostic. We work with around 160 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 website 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.
How we engage
• 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.
• 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 Activities During 2022
• We regularly interacted with our various suppliers.
• We engaged with new suppliers to expand our portfolio.
• Suppliers have carried out product training to our sales staff.
• Worked with some manufacturers to establish new routes to
market.
• 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.
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
• 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.
Key Activities During 2022
• To view the many community support projects we are
undertaking visit www.wg-foundation.org.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 33
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 with 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 Activities During 2022
• We applied for and were granted 2 export control licences
during the year (2021: 6 Licenses).
• We liaised virtually and, when possible, in person with a
number of Ambassadors and High Commissioners from our
overseas missions around the world.
• All Directors and staff undertake an anti-bribery webinar
annually.
We are a solutions provider not
a manufacturer and are product
agnostic. Therefore, our clients
receive products and services
that meet their exact needs.
34 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
Environmental, Social and Governance (ESG)
Westminster corporate strategy with regard to ESG, is
to continue to meet environmental, economic, social,
corporate governance goals. This will involve continuous
measures to reduce energy use, waste, pollution and
natural resources conservation: whilst employing a
diverse and inclusive work force and meeting corporate
governance requirements.
Westminster is aware that investors and fund providers
are aligning their portfolios with EGS related companies
that have a positive effect on society and the environment
and intend to fulfil their obligations regarding ESG
Environment
Westminster supplies products and carries out projects
throughout the world, these are planned and carried out
with due regard to safeguarding the local environment.
Westminster is working to embed environmental
sustainability throughout our operations to drive
efficiencies and responsible resource use, including
reducing energy, water, and resource consumption as
well as greenhouse gas emissions.
The Company is also independently certified and
operates an ISO 9001 Quality Assurance programme
and is working towards ISO 14001 – Environmental
Management. This involves the following:
•
Work closely with our supply chain to reduce waste
content
•
Recycle packaging material
•
Recycle equipment and parts where possible
•
Use renewable energy sources such as solar panels
where possible
•
Provide a safe working environment for our
employees and contractors
•
Do not use any harmful chemicals or pollutants
The Company has the following Environmental related
Policies that are reviewed each year by the board:
•
Environment Policy,
•
Smoking Policy,
•
Fire Safety Policy
Social
Westminster carries out projects throughout the world,
where we actively engage with our local partners,
communities, and other established charities to provide
goods and / 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. Many of these companies’ projects are in
emerging markets that presents challenges with language
and logistics, religious, and cultural considerations.
Some of this charitable work is carried out via the
Westminster Group Foundation www.wg-foundation.org
The Group continued growth and long-term success is
reliant on its relations with its stakeholders, both internal
(employees and shareholders) and external (customers,
suppliers, agents, business partners and advisors etc).
Employees are a key factor in delivering successful growth
and as such the Company fosters an open and friendly
dialogue with its workforce. The Company endeavours to
keep its workforce informed on the Company’s progress
and holds regular meetings both formal and informal via
social events
Westminster remuneration policy is designed to encourage
employees to deliver our strategy and create stakeholder
value, and to motivate and retain them.
Westminster recognises ISO 26000 as a reference
document that provides guidance for integration
/ implementation of social responsibility / socially
responsible behaviour. In accordance with the principles of
ISO 26000 we will endeavour to:
•
Be accountable for our actions and activities.
•
Be transparent about our activities and decisions
that affect society, the economy, and the
environment.
•
Operate in an ethical manner in all our business
operations.
•
Be mindful of and respect our stakeholder interests,
both internal stakeholders (employees and
shareholders) and external (customers, suppliers,
agents, business partners and advisors etc.);
•
Respect the rule of law wherever we operate.
•
Respect international norms of behaviour wherever we
operate.
•
Respect human rights in whatever we do and wherever
we operate.
•
We recognise that Social Responsibility is a process
that will develop and evolve with practice and time
and one in which all our employees have a role to
play.
The Company has the following Social related policies
that are reviewed each year by the board: -
Health & Safety, First Aid including Health & Wellbeing,
Anti Bribery & Corruption Policy, Anti-Slavery and Human
Trafficking Policy, Corporate Social Responsibility Policy,
Equal Opportunities Policy, Whistle-blower Policy, Code
of Ethics, Grievance Procedure, Maternity Leave & Pay
Policy, Paternity Leave & Pay Policy, Adoption Leave &
Pay Policy, Parental Leave Policy, Drugs & Alcohol Policy,
Social Media Policy.
Governance
Westminster as a listed company traded on the AIM
market of the London Stock Exchange, recognise the
importance of sound corporate governance throughout
the organisation giving shareholders and other
stakeholders including employees, customers, suppliers
and the wider community confidence in our business.
The company complies with the requirements of Rule 26
of the AIM Rules for Companies ‘Company information
disclosure’ https://www.wsg-corporate.com/investor-
relations/rule-26/
Westminster Board have committed to the adoption of,
and working to, the Quoted Companies Alliance (QCA)
Corporate Governance Code 2018. The companies
follows governance practices such as Participation, Rule
of Law, Transparency, Responsiveness, Consensus
Oriented, Equity and Inclusiveness, Effectiveness and
Efficiency, and Accountability.
The Company operates in complex and challenging
technological and geographical areas and as such has
in place a board structure that can best provide the
strategic advice and leadership required. The board
structure consists of a PLC Board, Operational Board
and an International Advisory Board.
There is 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 Directors retire
by rotation every three years either standing down or
standing for re-election at the company’s Annual General
Meeting.
The Board 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 considered
independent directors.
“We recognise that
Social Responsibility
is a process that will
develop and evolve
with practice and time
and one in which all
our employees have a
role to play.”
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 35
36 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Westminster Group
Board of Directors
Rt. Hon. Sir Tony Baldry DL
Executive Chairman
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.
Mark Hughes BSc MBA FCA
Chief Financial 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.
Peter Fowler
Chief Executive Officer
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.
Stuart Fowler BEng (Hons)
Chief Operating Officer
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.
Mawuli Ababio
Independent Non-Executive Deputy Chairman
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.
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.
Major General (Retired) Graham Binns
CBE DSO MC
Independent 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.
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 37
38 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
The Board
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.
Audit Committee
Responsible for oversight of the
Group’s financial and risk reports
and statements and external and
internal audit processes.
See page 50-55
(Audit Committee Report)
Risk Committee
Responsible for the Group’s risk
management and internal control
processes.
See page 23
(Risk Management Committee)
Operational Board
Responsible for management
and governance of Group’s
divisions and business.
See page 41
(Board Structure)
Disclosure
Committee
Responsible for oversight of the
Group’s disclosure obligations
and MAR.
See page 45-46
(Disclosure Committee)
Nomination
Committee
Responsible for ensuring the
Board and its committees have
appropriate leadershipand
succession planning in place.
See page 56-57
(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 58-61
Remuneration Report)
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.
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.
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
operate 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.
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 2022 | WESTMINSTER GROUP PLC | 39
40 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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
Corporate Governance Report
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
Board
Meetings
Disclosure
Committee
Audit
Committee
Nomination
Committee
Remuneration
Committee
H
A
H
A
H
A
H
A
H
A
Sir Tony Baldry
8
8
-
-
-
-
-
-
-
-
Mawuli Ababio
8
7
13
13
5
4
2
2
3
3
Peter Fowler
8
8
13
13
-
3
2
2
-
-
Mark Hughes
8
8
13
13
-
4
-
-
-
-
Stuart Fowler
8
8
13
13
-
-
-
-
-
-
Simon Barrell
8
8
13
13
5
5
2
2
3
3
Major General (Rtd) Graham Binns
8
8
13
13
5
5
2
2
3
3
Roger Worrall Company Secretary
8
8
13
13
5
5
2
2
3
3
Key
H = Maximum number of scheduled meetings held a director could have attended A = Number of meetings actually attended in person or remotely
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 41
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 Commercial Director &
Company Secretary)
•
Joanna Fowler (Head of Managed Services Division)
•
Hamish Russell (Commercial & General Manager)
•
Lorraine Hellend (Head of Sales)
•
Mark Austin (Financial Controller)
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 Dynamic
The Company operates in complex, 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 and when appropriate. The composition
of the board with the members’ skills and experience is
set out on pages 36-37.
Name
Position
Age
Gender
Varied Board Experience
Business Development
International Experience
Governance
Financial Management
Capital Markets
Public Market
Public Relations
Legal & Contractual
Security Sector
Technical
M&A
Sir Tony Baldry
Chairman
60+
M
Mawuli Ababio
Deputy
Chairman
60+
M
Peter Fowler
CEO
60+
M
Mark Hughes
CFO
60+
M
Stuart Fowler
COO
40-50
M
Simon Barrell
NED
60+
M
Major General (Rtd)
Graham Binns
NED
60+
M
Roger Worrall
Company
Secretary
60+
M
42 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 ended 31
December 2022.
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.
Corporate Governance Report
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 43
Key Board Activity and Focus in 2022
Leadership
Financial
• Evaluated Board effectiveness.
• Reviewed senior management performance.
• Board Diversity & Experience reviewed.
• Management and Succession Strategy planning reviewed.
• Appraisals systems in place and functioning.
• Approved 2021 Financial Accounts & Annual Report.
• Approved the 2022 half year results.
• Approved the 2023 Budgets.
• Continued to enhance the CRM system.
• Continued to enhance reporting from the Microsoft Business
Central ERP system
Strategy
People and Culture
• Expanded the ‘One Company, One Vision’ ethos, focussed on
the LAND, SEA & AIR marketing structure.
• Expanded website.
• Evolved new marketing strategies.
• Continued to pursue major project opportunities.
• Expanded UK customer base.
• Reviewed and approved existing and new company policies
throughout the year.
• Continued with ‘One Company Vision’,
• Maintained full employment of staff and kept facilities safe and
secure, including monitoring for Covid.
• Continued home / hybrid working.
• Continued work on staff incentive scheme.
Financing
Operations
• Investigated various alternative project funding solutions.
• Expanded supplier network and product lines.
• Supplied goods and services to 60 countries (2021: 60)
around the world.
• Continued to secure strategic alliances.
• Progressed new managed services contracts in DRC and
Liberia.
• Progressed new managed services contract in West Africa.
• Progressed new technology contract in the Middle East.
Shareholders
Governance
• Responded to investor enquiries.
• Held an AGM.
• CEO undertook investor focussed interviews with various
broadcast organisations.
• Undertook a Shareholder analysis including nominee
underlying holders.
• Audit, Disclosure, Remuneration, Nominations and Risk
Committee Terms of Reference reviewed and approved.
• Reviewed the Group’s compliance with adopted QCA
governance code.
• All Directors undertook and passed the Group’s anti-bribery
webinar.
• As part of the policy review the following existing or new
policies were reviewed and approved: Environmental, Anti-
Bribery & Corruption, Anti-Slavery & Human Trafficking,
Quality, Social Media, Anti-Slavery & Corruption, Company
Mobile Phone, Company Vehicle, Corporate Social Policy,
Fire Safety, Sanctions, Export Control, Data Protection,
Data Retention, Employee Privacy Notice, Group Travel
Management policies.
44 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
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:
Focusing 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
Corporate Governance Report
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. 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
Business Model
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.
Our corporate strategy is outlined on pages 13-14.
Corporate Culture
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 Regulatory 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.
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.
Further information on the Group’s Stakeholder
Engagement can be found on pages 26-33.
Market Abuse Regulations
We are required to comply with Article 18(2) of the Market
Abuse Regulation (EU) No. 596/2014 which is part of
UK Law by virtue of the European Union (Withdrawal)
Act 2018 (as amended) (“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 MAR that came into effect
on 3 July 2016.
The Board has 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 23 March 2023 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
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 2022 | WESTMINSTER GROUP PLC | 45
46 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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.
Corporate Governance Report
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 20 to 23 of this report.
Corporate responsibility
TThe 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 Aerospace, Defence & Security
Association (ADS);
• Operate a strict ethical policy with both employees
and agents within the principles of Common Industry
Standard (CIS) 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.
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 2022 | WESTMINSTER GROUP PLC | 47
48 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
Anti-bribery and corruption
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
Corporate Governance Report
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 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, being 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
All 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 that 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 2022 | WESTMINSTER GROUP PLC | 49
50 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
I am pleased, as Chairman of the Audit Committee, to
present its report for the year ended 31 December 2022.
The Committee’s Terms of Reference were last reviewed
and approved by the Board on 23 March 2023 and can
be viewed on the Corporate Governance section of the
Company’s website (https://www.wsg-corporate.com/
investor-relations/corporate-governance/)
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 2022 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.
The Audit Committee 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. It also oversees and reports 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 Group’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.
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
pages 30-31. 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 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
Simon Barrell (Chair)
Mawuli Ababio
Major General (Rtd) Graham Binns
Governance report
Audit
Committee
Report
Audit Committee
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 2022, the
committee reviewed:
• the Group’s Half-year Report for the six months to 30
June 2022; and
• the Annual Report for the year ended 31 December
2022.
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;
• discussed with management and the external auditor
the critical accounting policies and judgements that
had been applied;
• 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;
• 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 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 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 2022 financial
statements, and how they were addressed by the
committee are set out on page 42.
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.
Committee Evaluation
As outlined on page 35 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 ended 31 December 2022.
Meetings
The Audit Committee met six times during the year
ended 31 December 2022 to review the 2021 Financial
Statements, the 2022 half-year results, to consider and
accept the External Auditors plan for the 2022 audit.
The committee is
responsible for
monitoring the integrity
of the Group’s financial
statements and
reviewing the financial
reporting judgements
contained therein.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 51
52 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
Audit Committee Report
Audit Committee activities 2022
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
AIM Rules Refresher Presentation
Strand Hanson - undertook an AIM Rules refresher presentation
Primary areas of Judgement
Committee activity
Going concern
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.
Goodwill
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 10 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
The committee reviewed the judgements applied by management in determining the
recognition of revenue for the period to 31 December 2022. The Committee was satisfied
that such judgements were appropriate, and any risk had been adequately addressed.
Deferred tax assets
The committee reviewed the judgements applied by management in determining the
recognition of deferred tax for the period to 31 December 2022, The Committee was
satisfied that considering the expected level of future profits such judgements were
appropriate, and any risk had been adequately addressed.
Recoverability of Debtors
The committee considered the recoverability of material debit balances with third parties.
The committee was satisfied that the amounts were recoverable, 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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 53
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 2022 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 impairments, as well as a
particular focus on certain higher risk jurisdictions.
54 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 2021 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 2022 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. 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 Littlejohn LLP. The overseas audit is performed
by Moore Sierra Leone (£19,000).
Other than interim reviews there are no Non Audit
Services.
Internal Audit
The committee reviewed the need for an internal function
and concluded that given the 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, review of 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.
GBP £’000
0
20
40
60
80
100
120
2020
68
19
2021
2022
68
19
84
19
2018
53
17
12
2019
80
20
18
Other services
Tax
Overseas Audit
UK Audit
2017
70
21
14
8
Audit v Non-Audit Services
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 55
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 42.
On behalf of the Board
Simon Barrell
Chairman of the Audit Committee
31 May 2023
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.
56 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
As Chairman of the Nomination Committee, I am pleased
to present the report of the committee for the year ended
31 December 2022.
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 (https://www.wsg-corporate.com/
investor-relations/corporate-governance/).
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 annually 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;
• Identify any training needs of Executive Directors
and Non-Executive Directors;
• Identify and nominate for the approval of the
Board, candidates to fill board vacancies as
and when they arise;
• 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
• Review the Company’s succession plans and make
recommendations as appropriate.
Members of the Committee do not participate in
any discussions relating to their own appointment,
re-appointment or replacement.
Major General (Rtd) Graham Binns (Chair)
Mawuli Ababio
Simon Barrell
Peter Fowler
Governance report
Nomination
Committee
Report
Nomination Committee
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.
GENDER
AGE
Female 0%
30-50 14%
Male 100%
50+ 86%
Board
Board
Group Wide
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 41.
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
31 May 2023
Senior
Management
Senior
Management
Group Wide
Nominations Committee Activities 2021-22
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
2022 Activity
During the year the Committee performed the activities summarised below::
30-50 66%
50+ 15%
18-30 19%
Female 32%
Male 68%
Female 29%
Male 71%
30-50 57%
50+ 43%
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 57
58 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
As Chairman of the Remuneration Committee, I am
pleased to present the report of the committee for the
year ended 31 December 2022.
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 23 March 2023 and can
be viewed on the Corporate Governance section of the
Company’s website. (https://www.wsg-corporate.com/
investor-relations/corporate-governance/)
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 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.
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 2022.
Mawuli Ababio (Chair)
Simon Barrell
Major General (Rtd) Graham Binns
Governance report
Remuneration
Committee
Report
Remuneration Committee
Benefits primarily comprise the provision of company
cars, or car allowance, pension payments, health
insurance and participation in the Group life assurance
scheme.
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 2023, gives details of
the remuneration outcomes for 2022, and describes the
workings of the Remuneration Committee during the
year.
Remuneration Outcomes for 2022 and
Remuneration Policy for 2023
Executive Directors’ remuneration
Executive Directors’ remuneration is determined by the
Remuneration Committee.
There have been no changes in Executive Director’s
salary and entitlements since 2014. Looking forward the
Committee is aiming to bring the remuneration more
in line with the market and to introduce a Long-Term
Incentive Plan for the 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. They also attend periodic Audit,
Disclosure, Nominations and Remuneration 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
Contractual fees (pa)
£’000
Mawuli Ababio
None
3 months
24
Simon Barrell
None
3 Months
24
Graham Binns
None
3 months
24
Non-Executive Directors are allowed to claim reasonable expenses and receive payments for additional days worked
on authorised projects over the contractual 2 days per month.
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 59
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.
60 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
Remuneration Committee Report
Board Balance, Time Commitment and Meetings
The Board contains an almost equal 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
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
Basic
£’000
Benefit in kind
£’000
Group NI
£’000
Total cost of
employment
2022
£’000
Total cost of
employment
2021
£’000
Executive Directors
Sir Anthony Baldry
76
-
11
87
85
Peter Fowler
162
18
26
206
196
Mark Hughes
120
-
18
138
138
Stuart Fowler
110
-
16
126
124
468
18
71
557
543
Non-Executive Directors
Mawuli Ababio
24
-
-
24
24
Simon Barrell
24
-
3
27
13
Graham Binns
24
-
3
27
4
Lady Patricia Lewis
-
-
-
-
21
Charles Cattaneo
-
-
-
-
12
72
-
6
78
113
Total Board Remuneration
540
18
77
635
656
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 2022 are as follows:
1 January 2022
Purchased in Year
31 December 2022
Sir Anthony Baldry
176,991
-
176,991
Mawuli Ababio
-
-
-
Peter Fowler and Mrs P J Fowler
6,501,794
1,474,417
8,076,211
Mark Hughes
116,000
1,237,500
1,353,500
Stuart Fowler
541,618
-
541,618
Simon Barrell
375,000
-
375,000
Major General (Rtd) Graham Binns
-
434,782
434,782
7,811,403
3,146,699
10,958,102
loan stock of the Company or any of its subsidiaries
except for the following holdings of ordinary shares in the
Company:
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 61
In addition to the interests disclosed above, the following
Executive and Non-Executive Directors had options to
acquire ordinary shares of 10p each in the Company
granted under the 2007 Share Option Plan and the 2017
Share Option Scheme. These changed after the year
end, see also Subsequent Events note 28 page 115.
The market price of the shares at 31 December 2022 was 1.80p and the range during the year was 0.93p to 3.86p.
(*) 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.
Grant
Price
Market
Price at
Date of
Grant
01
January
2022
Change
in Year
31
December
2022
Date from which
exercisable
Expiry Date
Sir Anthony Baldry
13p
13p
750,000
-
750,000
01 June 2019#
31 May 2028
Peter Fowler
28.5p
25.5p
781,250
-
781,250
10 June 2016*
09 June 2024
Peter Fowler
13p
13p
1,750,000
-
1,750,000
01 June 2019#
31 May 2028
Mark Hughes
13p
10.25p
750,000
-
750,000
08 November 2019#
07 November 2028
Stuart Fowler
28.5p
25.5p
625,000
-
625,000
10 June 2016*
09 June 2024
Stuart Fowler
13p
13p
750,000
-
750,000
01 June 2019#
31 May 2028
(#) 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.
On behalf of the Board.
Mawuli Ababio
Chairman of the Remuneration Committee
31 May 2023
RemCo Committee Activities 2022
Feb
Apr
Jul
Nov
Dec
Independent Review – PWC/Bird & Bird
Independent Review / Advice – Bird & Bird
Advice from Strand Hanson
Remuneration Policy
Consideration of Group’s 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
62 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Governance report
Directors’ Report
The Directors of Westminster Group PLC (Company
Number: 03967650) present their annual report and
the audited financial statements for the year ended 31
December 2022.
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 statement on pages 18 to 20.
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
Mawuli Ababio
Simon Barrell
Major General (Rtd) Graham Binns
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 (2021: £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 31 May 2023, 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
20,277,047
6.13%
Janus Henderson
12,500,000
3.78%
Premier Miton Group
10,000,000
3.03%
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 51 days (2021: 43 days).
Share price
During 2022 the Group’s share price ranged from 0.93p
to 3.86p and the share price at 31 December 2022 was
1.80p (2021: 3.10p).
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.
Post balance sheet events
These are detailed in note 28 to the financial statements.
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 Director’s and management’s ability
to affect costs and revenues. Management regularly
forecast results, financial position and cash flows for the
Group.
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 preparing the financial statements.
Auditor
In so far as each of the Directors is aware:
• There is no relevant audit information of which the
Company’s auditor is unaware, and
• 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
31 May 2023
Mark L W Hughes
Director
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 63
64 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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
UK-Adopted 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 UK-adopted IAS 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
31 May 2023
Mark L W Hughes
Director
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 | 65
66 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Independent
Auditor’s Report
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 2022 which
comprise the Consolidated Statement of Comprehensive
Income, the Consolidated and Parent Company
Statements of Financial Position, the Consolidated and
Parent Company Statements of Changes in Equity, the
Consolidated and Parent Company Statements of Cash
Flows 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 UK-adopted international accounting
standards 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 2022 and of the group’s
loss for the year then ended;
• the group financial statements have been properly
prepared in accordance with UK-adopted international
accounting standards;
• 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.
to the Members of Westminster Group PLC
Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. 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 2025, 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.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.
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 £143,000 for the group
financial statements, based on 1.5% of group revenue
(2021: £121,000 based on 1.75% of group revenue). The
change in materiality threshold year on year reflects the
knowledge gained from prior year audits.
We consider 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.
We agreed to report to the Audit Committee any
corrected or uncorrected identified misstatements
exceeding £7,150 (2021: £6,050) in addition to other
identified misstatements that warranted reporting on
qualitative grounds for both group and parent company.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 67
Materiality for the financial statements of the parent
company was set at £142,999 (2021: £120,999). 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 Group materiality.
Whilst materiality for the financial statements of the group
was set at £143,000, each significant component of
the group was audited to an overall materiality ranging
between £3,000 to £142,999 (2021: £5,000 to £120,999)
with performance materiality set at 70% (2021: 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 misstatements.
Our approach to the audit
In designing our audit we determined materiality, as
above, and assessed the risk of material misstatement
in the financial statement. 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
components located in Sierra Leone and United Kingdom.
As the group auditor, we were responsible for the
scope of direction of the audit process. The group’s
Sierra Leone operation was 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.
68 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Key Audit Matter
How our scope addressed this matter
Revenue recognition (See Note 2)
Under ISA (UK) 240 there is a rebuttable presumption that revenue
recognition is a fraud risk.
The Group has several different revenue streams under the main
trading entities, Westminster International (WI), Westminster Aviation
Security Services (WASS) and Keyguard UK Limited.
There is a risk regarding the completeness and accuracy of revenue.
In addition to the procedures required by ISA (UK) 240, our
work in this area included:
• Updating our understanding of the information system and
related controls relevant to each material income stream.
And undertaking walkthrough testing to ensure that the key
controls within these systems have been operating in the
period under audit.
• Substantive transactional testing of income recognised in
the financial statements, including deferred and accrued
income balances recognised at the year-end;
• A review of post-year end receipts to ensure completeness
of income recorded in the accounting period;
Westminster International Ghana accrued income :
• A review of the agreement signed with Scanport Limited to
confirm the percentage of the overall revenues due from the
contract earned by Westminster;
• A review of the accrued income calculations including
comparisons of the daily and monthly Scanport Limited
counts compared to those counted by Westminster staff;
and
• A comparison of the accrued income to the expected final
settlement of outstanding debts by Scanport Limited.
We note that the quantum of income is heavily dependent
on the judgements and estimates made by management
in note 2. Based on the procedures performed, we are
satisfied that the balances are not materially misstated.
Going concern (See Note 2)
When preparing financial statements, those charged with
governance should satisfy themselves as to whether the going
concern basis is appropriate.
ISA (UK) 570 “Going concern” specifically requires the auditor
to conclude on: whether a material uncertainty related to going
concern exists; the appropriateness of the directors use of the going
concern assumption in the preparation of the financial statements;
and the appropriateness of any relevant disclosures in the financial
statements.
We therefore require the directors to make their assessment of
going concern at their meeting prior to the preparation of the
financial statements which must cover a period of at least 12
months from the date the financial statements will be approved. In
making this assessment they will need to consider budgets, cash
flow forecasts and projections.
It is a requirement of International Financial Reporting
Standards that, in determining that the going concern basis is
appropriate, the directors must consider a period of at least 12
months from the date of approval of the financial statements.
In order for us to satisfy the requirements of ISA (UK) 570 in our
audit we reviewed the details of management’s assessment.
We evaluated this assessment and considered its
appropriateness in light of our understanding of the Group and
the work we are required to perform under ISA (UK) 570.
Procedures we performed included:
• Considering the timing as to when new revenue streams will
be cash generating and challenge management thereon.
• Reviewing and challenging management’s sensitivity
analysis embedded within the Going concern model.
Management’s sensitivities revolved around the production
of a cash flow model with a worst case scenario in relation
to income and expenses.
Based on the procedures performed, we consider
management’s use of the going concern assumption to be
reasonable and the related disclosures appropriate.
Financial statements
Independent Auditor’s Report
to the Members of Westminster Group PLC
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 69
Key Audit Matter
How our scope addressed this matter
Recoverability of trade debtors (Westminster Aviation
Security Services Limited, Westminster International UK
Ghana Port income, Sovereign Ferries and Riverfort debt)
The Group has a number of debtor balances that remain
outstanding at the year end and due to their nature could represent
potential bad debts.
Westminster Aviation Security Services Limited – The company has
a contract for airport security with Freetown Airport Lungi Sierra
Leone FNA. The client has reports that some of the airlines have
not made any payments hence a risk of recoverability of this debtor
balance.
Westminster International Ghana port income – The company had a
contract with Scanport Limited to provide security services at a port
in Ghana. There has been a dispute and no payments have been
received since February 2022 hence a risk of recoverability of this
accrued income balance.
Sovereign Ferries – The company sold the “Queen Sierra” ferry to
a Greek company on extended terms. Given the collapse in travel
between Greek islands during the pandemic, the company is having
to continue to support the buyer giving them a payment holiday.
There is risk of recoverability of this debtor balance.
RiverFort Debt (note 25) - In early 2020, Westminster Group
obtained a loan under the RiverFort EPSA. At the same time, under
EPSA, the company issued 14m shares to RiverFort and booked a
sundry debtor of £1.75m which was to be settled by selling down
the shares. As at 31 December 2022 these shares remained unsold
due to the low share price of Westminster Group. No reduction in
fair value has previously been recognised as Westminster Group
have the right to dictate the date of sale and anticipate there would
be higher price in the future therefore mitigating the loss.
Our work in this area included:
Westminster Aviation Security Services Limited
•
Performing recoverability testing on the trade debtors
to check for payments received post year end;
•
Performing a review of the reasons for non-payment
by discussing with the management and considering
whether explanations were in accordance with our
findings;
•
Reviewing bad debt provisions to ensure these are
sufficient;
Westminster International Ghana port income
•
Obtaining correspondence between the two parties on
this arrangement and any changes noted in this regard;
•
Liaising with the Group’s representative who is
locally engaged on this case to gain clarification on
the potential outcome and the recoverability of this
contracted income;
•
Challenged management on the recoverability of this
balance and potential impairment, if any;
Sovereign Ferries
•
Discussing with Westminster Group on the expected
payment dates of this balance and their assessment of
impairment;
•
Obtained corroboration on the key assumptions made
by management in their impairment review of the debt;
•
Obtaining evidence of payments from the buyer and
intention to adhere to the payment plan agreed by both
parties.
RiverFort Debt
•
Obtaining management workings regarding the
potential losses and review these for accuracy.
•
Obtaining any correspondence between the two
parties on this arrangement and any changes noted in
this regard.
•
Reviewing the Directors’ assessment of the
recoverability of the debt including the factors which
could affect the future share price. Challenging the
assumptions within the document and confirming the
analysis of available data.
•
Challenging the directors on their determination of
whether a loss shouldbe recognised in the current year.
We note that debtor balances are dependenton the
judgements and estimates made by management in
note 2. Based on the procedures performed, we are
satisfied that the balances are not materially misstated.
70 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 directors’ responsibilities
statement, 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
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.
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 71
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
o
Companies Act 2006
o
IFRS
o
GDPR
o
Bribery Act 2010
• 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
Enquiries 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.
Timothy Harris (Senior Statutory Auditor)
For and on behalf of PKF Littlejohn LLP
Statutory Auditor
31 May 2023
15 Westferry Circus
Canary Wharf
London E14 4HD
72 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Consolidated Statement of
Comprehensive Income
Note
2022
Total
2021
Total
£'000
£'000
REVENUE
3
9,528
7,051
Cost of sales
(4,393)
(3,789)
GROSS PROFIT
5,135
3,262
Administrative expenses
(5,460)
(5,179)
(LOSS) FROM OPERATIONS
5
(325)
(1,917)
Analysis of operating loss
Profit from operations
(325)
(1,917)
Add back amortisation
10
56
78
Add back depreciation
11
196
166
EBITDA^ (Loss)/Profit from underlying operations
(73)
(1,673)
Finance costs
4
(40)
(3)
LOSS BEFORE TAXATION
(365)
(1,920)
Taxation
6
354
(11)
LOSS AND TOTAL COMPREHENSIVE EXPENSE FOR THE YEAR
(11)
(1,931)
LOSS AND TOTAL COMPREHENSIVE INCOME ATTRIBUTABLE TO:
OWNERS OF THE PARENT
121
(1,921)
NON-CONTROLLING
INTEREST
(132)
(10)
LOSS PROFIT AND TOTAL COMPREHENSIVE INCOME
(11)
(1,931)
LOSS PER SHARE
8
(0.00p)
(0.62p)
The accompanying notes form part of these financial statements.
for the year ended 31 December 2022
^ This is an Alternative Performance Measure refer to Note 2 for further details
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 73
Financial statements
Consolidated and Company Statements
of Financial Position
for the year ended 31 December 2022
Note
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Goodwill
9
615
614
-
-
Other intangible assets
10
106
150
84
120
Property, plant and equipment
11
1,825
1,895
1,087
1,133
Investment in subsidiaries
13
-
-
-
-
Deferred tax asset
16
1,308
953
-
-
TOTAL NON-CURRENT ASSETS
3,854
3,612
1,171
1,253
Inventories
17
485
681
-
-
Trade and other receivables
18
4,808
3,661
10,683
9,830
Cash and cash equivalents
19
289
944
(59)
380
TOTAL CURRENT ASSETS
5,582
5,286
10,624
10,210
Non current receivable
18
593
424
-
-
TOTAL ASSETS
10,029
9,322
11,795
11,463
Called up share capital
20
331
331
331
331
Share based payment reserve
964
1,043
964
1,043
Revaluation reserve
139
139
139
139
Retained earnings:
At 1 January
6,340
(24,409)
9,307
(20,957)
(Loss)/profit for the year
(121)
(1,921)
(23)
(2,389)
Other changes in retained earnings
42
32,670
78
32,653
At 31 December
6,503
6,340
9,362
9,307
(DEFICIT)/EQUITY ATTRIBUTABLE TO:
OWNERS OF THE COMPANY
7,937
7,853
10,796
10,820
NON-CONTROLLING INTEREST
(522)
(390)
-
-
TOTAL (DEFICIT)/EQUITY
7,415
7,463
10,796
10,820
Borrowings
22
27
12
-
5
TOTAL NON-CURRENT LIABILITIES
27
12
-
5
Contractual liabilities
23
80
87
-
-
Trade and other payables
23
2,507
1,760
999
638
TOTAL CURRENT LIABILITIES
2,587
1,847
999
638
Liabilities of disposal group classified as held for sale
-
-
-
-
TOTAL LIABILITIES
2,614
1,859
999
643
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
10,029
9,322
11,795
11,463
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 £24,000 in 2022, (2021: £2,348,000 loss). The Group and Company financial statements were approved by the
Board and authorised for issue on 31 May 2023 and signed on its behalf by:
Peter Fowler
Mark L W Hughes
Director
Director
74 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Consolidated Statement of Changes in Equity
for the year ended 31 December 2022
Called
up
share
capital
Share
premium
account
Merger
relief
reserve
Share
based
payment
reserve
Revaluation
reserve
Retained
earnings
Total
Non-
controlling
interest
Total
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
AS AT 31 DECEMBER 2022
331
-
-
1,043
139
6,340
7,853
(390)
7,463
Lapse of share options
-
-
-
(79)
- 79
-
-
-
Other movements in equity
-
-
-
-
-
(37)
(37)
-
(37)
TRANSACTIONS WITH OWNERS
-
-
-
(79)
-
42
(37)
-
(37)
Total comprehensive expense for
the year
-
-
-
-
-
121
121
(132)
(11)
AS AT 31 DECEMBER 2022
331
-
-
964
139
6,503
7,937
(522)
7,415
AS AT 1 JANUARY 2021 as
previously stated
16,278
14,069
300
1,050
139
(24,242)
7,594
(535)
7,059
Prior year adjustment
-
-
-
- -
(150)
(150)
150
-
AS AT 1 JANUARY 2021
16,278
14,069
300
1,050
139
(24,392)
7,444
(385)
7,059
Shares issued for cash
44
2,456 -
-
-
-
2,500 -
2,500
Cost of share issues
-
(179)
-
-
-
-
(179)
-
(179)
Lapse of share options
-
-
-
(7)
-
7
-
-
-
Exercise of warrants and
share options
-
9
-
-
-
-
9
-
9
Capital
Reduction
(15,991)
(16,355)
(300)
-
-
32,646
-
-
-
TRANSACTIONS WITH OWNERS
(15,947)
(14,069)
(300)
(7)
-
32,653
2,330
-
2,330
Total comprehensive expense for
the year
-
-
-
-
-
(1,921) (1,921)
(5)
(1,926)
AS AT 31 DECEMBER 2021
331
-
-
1,043
139
6,340
7,853
(390)
7,463
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 75
Financial statements
Company Statement of Changes in Equity
for the year ended 31 December 2022
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
£’000
£’000
£’000
£’000
£’000
£’000
£’000
£’000
AS AT 1 JANUARY
2022
331
-
-
1,043
139
-
9,307
10,820
Lapse of share
options
-
-
-
(79)
-
-
79
-
TRANSACTIONS
WITH OWNERS
-
-
-
(79)
-
-
(79)
-
Total comprehensive
expense for the year
-
-
-
-
-
-
(24)
(24)
AS AT 31
DECEMBER
2021
331
-
-
964
139
-
9,362
10,796
AS AT 1 JANUARY
2021
16,278
14,069
300
1,050
139
-
(20,957)
10,879
Shares issued
for cash
44
2,456
-
-
-
-
-
2,500
Cost of share issues
-
(179)
-
-
-
-
-
(179)
Lapse of share
options
-
-
-
(7)
-
-
7
-
Exercise of
warrants and
share options
-
9
-
-
-
-
-
9
Capital
Reduction
(15,991)
(16,355)
(300)
-
-
-
32,646
-
TRANSACTIONS
WITH OWNERS
(15,947)
(14,069)
(300)
(7)
-
-
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
76 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Consolidated Cash Flow Statement
for the year ended 31 December 2022
Note
2022
Total
2021
Total
£'000
£'000
(LOSS) AFTER TAX
(11)
(1,931)
Taxation
(354)
11
(LOSS) BEFORE TAX
(365)
(1,920)
Non-cash adjustments
24
252
244
Net changes in working capital
24
(569)
(1,632)
NET CASH USED IN OPERATING ACTIVITIES
(682)
(3,308)
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
11
(111)
(160)
Purchase of intangible assets
10
(12)
(41)
CASH OUTFLOW FROM INVESTING ACTIVITIES
(123)
(201)
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues of ordinary shares
-
2,509
Costs of share issues
-
(179)
Reduction in finance lease debt
15
(17)
Finance cost on lease liabilities
(40)
(3)
CLN and other interest paid
185
-
Other loan repayments, including interest
(10)
-
CASH INFLOW FROM FINANCING ACTIVITIES
(150)
2,310
Net change in cash and cash equivalents
(655)
(1,199)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR
944
2,143
CASH AND EQUIVALENTS AT END OF YEAR
19
289
944
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 77
Financial statements
Company Cash Flow Statement
for the year ended 31 December 2022
Note
Company
2022
Company
2021
£'000
£’000
(LOSS)/PROFIT AFTER TAX
(23)
(2,389)
Other Non-cash adjustments
24
121
140
Net changes in working capital
24
(493)
(1,291)
NET CASH (USED IN)/FROM OPERATING ACTIVITIES
(395)
(3,540)
INVESTING ACTIVITIES:
Purchase of property, plant and equipment
11
(26)
(111)
Purchase of intangible assets
10
(13)
(6)
CASH OUTFLOW FROM INVESTING ACTIVITIES
(39)
(117)
CASHFLOWS FROM FINANCING ACTIVITIES:
Gross proceeds from the issues of ordinary shares
-
2,509
Costs of share issues
-
(179)
Change in lease debt
(5)
(8)
Finance cost on lease liabilities
-
(1)
CASH INFLOW FROM FINANCING ACTIVITIES
(5)
2,321
Net change in cash and cash equivalents
(439)
(1,336)
CASH AND EQUIVALENTS AT BEGINNING OF YEAR
380
1,716
CASH AND EQUIVALENTS AT END OF YEAR
19
(59)
380
The accompanying notes form part of these financial statements.
78 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 78
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 79
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 2022 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
UK-adopted IAS. The Parent Company has elected
to prepare its financial statements in accordance with
UK-adopted IAS. 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 2022.
(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
The Group made a loss during the period of £0.0m
(2021: £1.9m), The cash outflow from operating
activities during the year was £0.7m (2021: £3.3m).
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
and cash forecasts, the continued support of the
shareholders and the Directors’ and management’s
ability to affect costs and revenues. Management
80 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
regularly forecast results, the financial position and
cash flows for the Group.
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 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.
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
decision 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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 81
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
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.
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
82 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
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.
Rate
Freehold buildings
2%
Plant and equipment
7% to 25%
Office equipment, fixtures & fittings
20% to 33%
Motor vehicles
20%
Freehold land is not depreciated.
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.
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;
• 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.
Impairment on non-financial assets
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.
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 83
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.
The RiverFort sundry debtor is classified at fair value
through profit or loss and is re-measured to fair value
at the end of each reporting period. Gains and losses
arising from re-measurement are taken to profit or loss,
as are transaction costs incurred.
Management review at each reporting date the
significant observable inputs and valuation adjustments
with respect to the fair value measurement of the
RiverFort debtor. The value of the Group’s shares
is observable in an active market as quoted prices
are available hence valuation is within level 1 of
the fair value hierarchy under IFRS 13, Fair value
measurement. There were no changes in either the
inputs or the valuation technique in the year.
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.
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
84 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
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.
The share-based payment reserve represents equity-
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.
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
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.
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 Group’s costs and a
substantial part of its sales are situated in the UK.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 85
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 20% (2021: 34%) 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.
Subsidiary intercompany balances
Intercompany balances are stated at full value if the
subsidiary is continuing to trade and a reasonable
projection indicates that the subsidiary will be able to
repay the balance at some time in the future, Dormant
subsidiaries owing money to the group are therefore
fully impaired. The Group will support subsidiaries to
meet their obligations as and when they fall due.
Debtors and Accrued Income
The collectability of debtor balances, which include
amounts due from various projects including Ghana,
have been reviewed in depth by management and
the collectability of each debt has been considered
carefully. The outcome of these reviews, as well as
a more general exercise, is that the carrying value
of the debtors is stated at the amount owed less a
realistic provision for those debtors considered to be
uncollectable or needing impairment. The collectability
of the debt in relation to Ghana revolves around
agreement with the counterparty over the quantum
and the payment terms due under the contract for
services rendered and early termination. Management
have taken a prudent approach to ensure the carrying
value of the amount owed is collectable. The accrued
income has been estimated based solely on the
volume of containers passing through the screening
systems. Management believe the final income figure
could be in excess of the amount disclosed in the
financial statements.
Sundry Debtors
The collectability of sundry debtor balances has been
reviewed and considered by the executive team.
The carrying value of the sundry debtor in particular
RiverFort has been tested and it is considered to be
fairly stated although there is potential for a contingent
liability as disclosed in Note 25.
The judgements involved in determining the appropriate
classification of the receivable being a financial asset
held at fair value through profit or loss include the
asset not being held for trading investment in an equity
instrument that is designated at fair value through
other comprehensive income at initial recognition. The
contractual terms of the sundry debt does not give
rise on specified dates to cash flows that are solely
payments of principal and interest on the principal
amount outstanding. The RiverFort sundry debtor
balance is therefore measured at fair value and any
gains and losses recognised in the profit and loss as
they arise.
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 as
appropriate and where required the prior year’s figures
have been restated.
Onerous Contracts — Cost of Fulfilling a
Contract (Amendments to IAS 37)
The amendments specify that the ‘cost of fulfilling’ a
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). This applied
for annual reporting periods beginning on or after 1
January 2022.
86 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
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. This
applied for annual reporting periods beginning on or
after 1 January 2022.
Amendment to IFRS 9 Financial Instruments
The amendment clarifies which fees an entity includes
when it applies the ‘10 per cent’ test in paragraph
B3.3.6 of IFRS 9 in assessing whether to derecognise
a financial liability. An entity includes only fees paid
or received between the entity (the borrower) and the
lender, including fees paid or received by either the
entity or the lender on the other’s behalf. This applied
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.
New standards, amendments and interpretations
adopted early
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.
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
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 87
88 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
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..
Deferred Tax Related to Assets and Liabilities
Arising from a Single Transaction – Amendments
to IAS 12
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 2023.
Property, Plant and Equipment — Proceeds
before Intended Use (Amendments to IAS 16)
Targeted amendments to IAS 12 Income Taxes
clarify how companies should account for deferred
tax on certain transactions – e.g. leases and
decommissioning provisions.
The amendments narrow the scope of the initial
recognition exemption (IRE) so that it does not apply
to transactions that give rise to equal and offsetting
temporary differences. As a result, companies will
need to recognise a deferred tax asset and a deferred
tax liability for temporary differences arising on
initial recognition of a lease and a decommissioning
provision. This will apply for annual reporting periods
beginning on or after 1 January 2023.
Alternative performance measures (APM)
In 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).
The Directors also look at recurring revenue as a key
performance indicator. This is revenue arising from
multi-year contracts.
These measures are not defined by UK-adopted IAS
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, UK-
adopted IAS measurements.
Purpose
The Directors believe that the EBITA 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
UK-adopted IAS 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.
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. –
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 89
2022
Managed Services
Technology
Group and Central
Group Total
£'000
£’000
£'000
£'000
Supply of products
-
1,815
-
1,815
Supply and installation contracts
-
1,080
-
1,080
Maintenance and services
5,854
338
-
6,192
Training courses
419
22
-
441
Revenue
6,273
3,255
-
9,528
Segmental underlying EBITDA^
2,398
81
(2,552)
(73)
Depreciation & amortisation
(108)
(22)
(122)
(252)
Segment operating result
2,290
59
(2,674)
(325)
Finance cost
-
-
(40)
(40)
Profit/ (loss) before tax
2,290
59
(2,714)
(365)
Income tax benefit / (charge)
40
-
314
354
Profit/(loss) for the financial year
2,330
59
(2,400)
(11)
492
(2,833)
Segment assets
4,886
2,543
2,600
10,029
Segment liabilities
878
1,388
348
2,614
Capital expenditure
113
1
39
153
^ This is an Alternative Performance Measure refer to Note 2 for further details
2021
Managed Services
Technology
Group and Central
Group Total
£'000
£’000
£'000
£'000
Supply of products
-
1,156
-
1,156
Supply and installation contracts
-
329
-
329
Maintenance and services
4,981
395
-
5,376
Training courses
100
90
-
190
Revenue
5,081
1,970
-
7,051
Segmental underlying EBITDA
1,106
(365)
(2,414)
(1,673)
Depreciation & amortisation
(97)
(9)
(138)
(244)
Segment operating result
1,009
(374)
(2,552)
(1,917)
Finance cost
-
-
(3)
(3)
Profit/ (loss) before tax
1,009
(374)
(2,555)
(1,920)
Income tax benefit/ (charge)
(11)
-
-
(11)
Profit/(loss) for the financial year
998
(374)
(2,555)
(1,931)
492
(2,833)
Segment assets
4,785
1,324
3,213
9,322
Segment liabilities
1,056
378
425
1,859
Capital expenditure
83
1
117
201
90 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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.
2022
2021
£'000
£'000
UK and Europe
2,520
2,161
Africa
6,704
4,296
Middle East
68
122
Rest of World
236
472
Total
9,528
7,051
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 2022.
4. FINANCE COSTS
Group 2022
Group 2021
£'000
£'000
Finance cost on lease liabilities
(6)
(3)
Interest payable on bank and other borrowings
(34)
-
Total finance costs
(40)
(3)
5. LOSS FROM OPERATIONS
The following items have been included in arriving at the loss for the financial year:
Group 2022
Group 2021
£'000
£'000
Staff costs (see Note 8)
4,356
4,369
Depreciation of property, plant and equipment
196
166
Amortisation of intangible assets
56
78
Operating lease rentals payable
Short term leases
158
89
Foreign exchange loss/ (gain)
344
132
Auditor’s remuneration
Amounts payable in 2022 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 was performed by PKF Ghana in 2021 only.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 91
Group 2022
Group 2021
£'000
£'000
Current year
UK corporation tax on profits in the year
-
-
Potential foreign corporation tax on profits in the year
-
8
Deferred Tax (Note 16)
Foreign entity deferred tax
(40)
3
Review of expected utilisation of Losses
(314)
-
(354)
11
Group 2022
Group 2021
£'000
£'000
Reconciliation of effective tax rate
Loss on ordinary activities before tax
365
(1,920)
Loss on ordinary activities multiplied by the standard rate of
corporation tax in the UK of 19% (2020: 19%)
(69)
(365)
Effects of:
Expenses not deductible for tax purposes
94
20
Deferred tax movement (Note 16)
(355)
3
Release of losses
(24)
-
Unrecognised losses carried forward
-
353
Total tax - credit
(354)
11
Audit services
Group 2022
Group 2021
£'000
£'000
Statutory audit of parent and consolidated financial statements
62
46
Review of Interim Results
2
2
- Statutory audit of subsidiaries of the company pursuant to legislation
20
20
Taxation services including research and development tax credits
-
-
Total payable to PKF Littlejohn UK
84
68
Local audit in Sierra Leone - Moore Sierra Leone
19
18
Local audit in Ghana - PKF Ghana
-
1
Total fees
103
87
6. TAXATION
Analysis of tax charge / (credit) in year.
The Finance Act 2020 set the Corporation Tax main
rate at 25% 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.
For further details on Tax refer to Note 16.
92 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
7. EMPLOYEE COSTS
Employee costs for the Group during the year:
Group
2022
2021
£’000
£'000
Wages and salaries
3,822
4,083
Pension contributions
73
68
Social security costs
461
359
4,356
4,510
Share based payments
-
-
4,356
4,510
Job retention support
-
(141)
Net Cost
4,356
4,369
Average monthly number of people (including Executive Directors) employed
2022
2021
By function:
Sales
8
10
Operations
212
197
Administration
24
24
Management
12
10
256
241
The Group operates a stakeholder pension scheme.
The Group made pension contributions totalling
£73,000 during the year (2021: £68,000), and pension
contributions totalling £83,000 were outstanding at the
year-end (2021: £15,000).
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 £635,000 (2021: £656,000) and the highest paid
director received remuneration totalling £206,000 (2021:
£196,000).
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 93
2022
2021
£'000
£'000
Issued ordinary shares
Start of year
330,515
286,528
Effect of shares issued during the year
-
23,576
Weighted average basic and diluted number of shares for year
330,515
310,104
2022
2021
£'000
£'000
Earnings
(Loss) / Profit and total comprehensive expense total
(11)
(1,931)
For the year ended 31 December 2022 and 2021 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 0.00p (2021 Loss
0.62p).
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.
For diluted earnings per share the weighted average
number of ordinary shares in issue is adjusted to
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.
The weighted average number of ordinary shares is
calculated as follows:
Group
2022
2021
£'000
£'000
Gross carrying amount at 1 January
1,377
1,377
Exchange rate movement
1
-
Gross carrying amount at 31 December
1,378
1,377
Accumulated impairment at 1 January
(763)
(763)
Impairment charge for the year
-
-
Accumulated impairment at 31 December
(763)
(763)
Carrying amount at 1 January
614
614
Carrying amount at 31 December
615
614
9. GOODWILL
The goodwill balance relates to the acquisition of
Longmoor Security Limited, Keyguard U.K Limited
and Euro-Ops SARL. The movement is because of
an exchange rate movement on Euro Ops where the
goodwill is in Euros.
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 2022 financial budgets approved by management.
The projection assumes that the companies are held in
perpetuity. A discount rate of 20% (2021: 34%) 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.
94 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
2022
Group Website and Software
Company Website and Software
£'000
£'000
Cost
At 1 January 2022
400
364
Additions
12
13
At 31 December 2022
412
377
Accumulated amortisation and impairment
At 1 January 2022
250
244
Charge for the year
56
49
At 31 December 2022
306
293
Net book value at 31 December 2020
106
84
2021
Group Website and Software
Company Website and Software
£'000
£'000
Cost
At 1 January 2021
415
404
Additions
41
6
Disposals
(56)
(46)
At 31 December 2021
400
364
Accumulated amortisation and impairment
At 1 January 2021
228
217
Charge for the year
78
73
Disposals
(56)
(46)
At 31 December 2021
250
244
Net book value at 31 December 2021
150
120
10. OTHER INTANGIBLE ASSETS
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 95
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 £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.
Group 2021
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Motor
vehicles
Right
of use
assets
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost or valuation
At 1 January 2021
1,079
766
1,018
78
164
3,105
Additions
47
10
45
34
24
160
Disposals
-
(8)
(5)
(3)
(15)
(31)
Revaluation
-
-
-
-
-
-
At 31 December 2021
1,126
768
1,058
109
173
3,234
Accumulated amortisation and impairment
At 1 January 2021
59
519
451
75
100
1,204
Charge for the year
22
46
50
5
43
166
Disposals
-
(8)
(5)
(3)
(15)
(31)
At 31 December 2021
81
557
496
77
128
1,339
Net book value at 31 December 2021
1,045
211
562
32
45
1,895
Group 2022
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Motor
vehicles
Right of
use assets
Total
£'000
£'000
£'000
£'000
£'000
£'000
Cost or valuation
At 1 January 2022
1,126
768
1,058
109
173
3,234
Additions
5
15
20
- 101
114
Disposals
-
-
-
(37)
(109)
(145)
At 31 December 2022
1,131
783
1,078
72
165
3,229
Accumulated amortisation and impairment
At 1 January 2022
81
557
496
77
128
1,339
Charge for the year
24
49
59
11
53
196
Disposals
-
-
-
(38)
(93)
(131)
At 31 December 2022
105
606
555
50
88
1,404
Net book value at 31 December 2022
1,026
177
523
22
77
1,825
11. PROPERTY, PLANT AND EQUIPMENT
96 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
Company 2021
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Right
of use
assets
Total
£'000
£'000
£'000
£'000
£'000
Cost or valuation
At 1 January 2021
1,079
18
202
76
1,375
Additions
47
5
35
24
111
Disposals
-
-
-
-
-
Revaluation
-
-
-
-
-
At 31 December 2021
1,126
23
237
100
1,486
Accumulated amortisation and impairment
At 1 January 2021
59
16
167
45
287
Charge for the year
22
2
17
25
66
Disposals
-
-
-
-
-
At 31 December 2021
81
18
184
70
353
Net book value at 31 December 2021
1,045
5
53
30
1,133
Company 2022
Freehold
property
Plant and
equipment
Office
equipment,
fixtures
and fittings
Right
of use
assets
Total
£'000
£'000
£'000
£'000
£'000
Cost or valuation
At 1 January 2022
1,126
23
237
100
1,486
Additions
4
-
22
-
26
Disposals
-
-
-
(76)
(76)
At 31 December 2022
1,030
23
259
24
1,436
Accumulated amortisation and impairment
At 1 January 2022
81
18
184
70
353
Charge for the year
24
1
23
24
72
Disposals
-
-
-
(76)
(76)
At 31 December 2022
105
19
207
18
349
Net book value at 31 December 2022
1,025
4
52
6
1,087
11. PROPERTY, PLANT AND EQUIPMENT (CONTINUED)
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 97
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:
2022
2021
£'000
£'000
Historical cost
808
803
Accumulated depreciation
At 1 January
324
308
Charge for the year
16
16
At 31 December
340
324
Net book value as at 31 December
468
479
Right to use assets
2022
2021
£'000
£'000
At 1 January
106
67
Additions
30
70
Expensed in the year
(47)
(31)
As at 31 December
89
106
Of which
Current lease
62
42
Non-current
27
64
89
106
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.
This depreciation is charged on historical cost only.
98 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
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.
A sum of £9,244,000 (2021: £8,463,000) has been recognised in receivables as intercompany; and £630,000 (2021:
£219,000) has been recognised in payables as intercompany.
Company
2022
Investments
2021
Investments
Cost
£'000
£'000
At 1 January
389
389
Movement in Year
-
-
At 31 December
389
389
Accumulated impairment
At 1 January
(389)
(389)
Movement in Year
-
-
At 31 December
(389)
(389)
Investment in subsidiaries
-
-
13. INVESTMENT IN SUBSIDIARIES
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 99
14. SUBSIDIARY UNDERTAKINGS
The subsidiary undertakings at 31 December 2021 were as follows:
Name
Country of
incorporation
Principal activity
% of nominal ordinary
share capital and
voting rights held
Westminster International
Limited
England
Advanced security technology. (Technology division)
100
Westminster Security
Limited (formerly Longmoor
Security Limited)
England
Close protection training and provision of security
services. (Managed Services)
100
Westminster Aviation
Security Services Limited
England
Managed services of airport security under long term
contracts. (Managed Services)
100
Sovereign Ferries Limited
England
Dormant
100
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.
100
Keyguard U.K Limited
England
Security and risk management including manned guarding,
mobile patrols, risk management and K9 services.
100
Longmoor (SL) Limited
Sierra Leone
Security and terminal guarding.
100
Facilities Operations
Management Limited
Sierra Leone
Infrastructure management.
100
Westminster Sierra
Leone Limited*
Sierra Leone
Local infrastructure for airport operations.
49
Westminster Group GMBH
Germany
Dormant
100
GLIS Gesellschaft für
Luftfahrt- und Infrastruktur-
Sicherheit GmbH
Germany
Managed Services
85
Westminster Sicherheit
GMBH
Germany
Dormant
85
Euro Ops SARL
France
Managed Services infrastructure
100
Westminster Maritime Ser-
vices Limited#
England
Dormant
100
CTAC Limited
England
Dormant
100
Longmoor Security
Services Limited (formerly
Westminster Aviation
Security Services (ME)
Limited)
England
Dormant
100
Westminster Aviation
Security Services RDC
SARLU
DRC
Managed services of airport security under long term
contracts. (Managed Services)
100
Westminster Liberia LLC
Liberia
Managed services of port security under long term contracts.
(Managed Services)
100
Subsidiary company registered addresses:
England
Westminster House, Blacklocks Hill, Banbury, Oxfordshire, OX17 2BS, United Kingdom.
Sierra Leone
60 Wellington Street, Freetown, Sierra Leone.
Germany
Chiemseestrasse 25, 83233 Bernau am Chiemsee, Germany.
France
17 Route de Sundhoffen, 68280 Andolsheim. France.
DRC
Cabinet Lohayo Ngola Patrick, Immeuble Mirlandsis. au No34 du Boulevard Sendwe, Kinshasa DRC.
Liberia
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.
100 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Financial assets
Trade and other receivables (note 18)
5,354
3,606
10,672
9,774
Cash and cash equivalents (note 19)
289
944
(59)
380
5,643
4,550
10,613
10,154
Financial liabilities
Borrowings (note 22)
27
12
-
5
Trade and other payables (note 23)
2,507
1,760
999
638
2,534
1,772
999
643
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:
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 101
SOMETHING HERE
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 | WESTMINSTER GROUP PLC | 101
102 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 2022, 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
2022
2021
£'000
£'000
Opening balance as at 1 January
953
956
Credit/(debit) to income statement
355
(3)
Deferred tax asset as at 31 December
1,308
953
The cost of inventories recognised as an expense within cost of sales amounted to £2,153,000 (2021: £1,313,000). No
reversal of previous write-downs was recognised as a reduction of expense in 2022 or 2021.
Group 2022
Group 2021
Company 2022
Company 2021
£'000
£'000
£'000
£'000
Finished goods
485
681
-
-
485
681
-
-
17. INVENTORIES
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Amounts falling due within one year:
Trade receivables, gross
1,827
1,193
-
-
Allowance for credit losses
(26)
(56)
-
-
Trade receivables
1,801
1,137
-
-
Amounts recoverable on contracts
750
136
-
-
Intercompany receivables
-
-
9,244
8,643
Other receivables
2,211
1,909
1,428
1,131
Financial assets
4,762
3,182
10,672
9,774
Other taxes and social security
15
437
-
46
Prepayments
31
42
11
10
Non-financial assets
46
479
11
56
Trade and other receivables
4,808
3,661
10,683
9,830
Non-current Receivable
593
424
-
-
18. TRADE AND OTHER RECEIVABLES
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 £4,047,000 (2021: £3,396,000). It has recognised
a deferred tax asset of £1,308,000 (2021: £953,000) due
to budgeted future profits of the business beyond 2022
and the expected tax rate. There remains £2,739,000
(2021: £2,443,000) of unrecognised deferred tax asset.
Deferred tax assets and liabilities have been calculated
using the expected future tax rate of 25% (2021: 19%).
Any changes in the future would affect these amounts
proportionately.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 103
The average credit period taken on sale of goods in
2022 was 30 days (2021: 57 days). An allowance has
been made for estimated credit losses of £26,000
(2021: £56,000). 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
There are no significant expected credit losses from
financial assets that are neither past due nor impaired.
At 31 December 2022 £1,313,000 (2021: £574,000) of
receivables were denominated in US dollars, £11,000
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
2022
2021
£'000
£'000
Current
410
619
Not more than 3 months
1,166
379
More than 3 months
251
195
1,827
1,193
Allowances for Credit Losses
Opening balance at 1 January
56
52
Amounts written off
(37)
-
Amounts provided
17
37
Currency movement
1
-
Written back (no longer required)
(11)
(33)
Closing balance at 31 December
26
56
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Cash at bank and in hand
289
944
(59)
380
Bank overdraft
-
-
-
-
Cash and cash equivalents
289
944
(59)
380
19. CASH AND CASH EQUIVALENTS
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 (2021:
£1,118,000) 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. Refer to 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.
(2021: £63,000) of receivables were denominated
in Euros and £ 71,000 (2021: £269,000) were
denominated in Ghanaian Cedi. The Directors consider
that the carrying amount of trade and other receivables
approximates to their fair value.
why they are presented as above for the purposes of
the cash flow statement and the statement of financial
position.
104 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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
2022
2021
Number
£’000
Number
£’000
At 1 January
330,514,660
331
286,527,511
287
Arising on exercise of share options and warrants
-
-
127,500
-
Other issue for cash
-
-
43,859,649
44
At 31 December
330,514,660
331
330,514,660
331
Total Share Capital
2022
2021
Number
£’000
Number
£’000
Ordinary Share Capital
330,514,660
331
330,514,660
331
Deferred Share Capital
-
-
-
-
330,514,660
331
330,514,660
331
Deferred Share Capital
2022
2021
Number
£’000
Number
£’000
At 1 January
-
-
161,527,511
15,991
Capital Reduction
-
-
(161,527,511)
(15,991)
At 31 December
-
-
-
-
There were no equity issues in the year.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 105
Options outstanding
Options outstanding as at 1 January 2022
9,477,500
Lapsed during the year
(785,000)
Options outstanding as at 31 December 2022
8,692,500
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:
• 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 17.6p (2021: 18.0p). The average life
of the unexpired share options was 4.5 years (2021: 5.4
years).
21. SHARE OPTIONS AND WARRANTS
106 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
During the year, no employee options were granted
(2021: Nil), none were exercised (2021: none) and
785,000 lapsed (2021: 100,000). The weighted average
price of the options lapsed in the year was 23.4p
(2021: 13.0p). The weighted average exercise price of
exercisable options at the end of 2022 was 17.6p (2021
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
The Warrants issued on 31 January 2018 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.
Warrants
The Company has historically issued the following warrants, which are still in force at the balance sheet date:
31 December 2022
31 December 2021
Grant date
Exercise
price £
Number
outstanding
Average life
outstanding
(years)
Number
outstanding
Average life
outstanding
(years)
28 June 2012
0.365
-
-
225,000
0.5
01 July 2014
0.510
150,000
1.5
225,000
2.5
10 December 2014
0.285
2,187,500
1.9
2,187,500
2.9
09 October 2015
0.140
40,000
2.8
40,000
3.8
01 June 2018
0.130
5,565,000
5.4
6,050,000
6.4
01 November 2018
0.130
750,000
5.8
750,000
6.8
8,692,500
4.5
9,477,500
5.4
Date issued
Reason for issue
Number of warrants
Exercise price pence per share
Life in years
31 January 2018
Placing Commission
170,455
22.0
5
22 January 2020
RiverFort EPSA
3,499,222
5.2
4
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 (2021: Nil) for the issue of these
warrants was recognised in the year.
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 107
Movement in Warrants
Non-current lease debt
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.
As at
1/1/22
Lapsed
Redeemed
As at
31/12/22
Placing Commission
170,455
-
-
170,455
RiverFort EPSA
3,499,222
-
-
3,499,222
Share Issue July 2019
24,872,500
(24,872,500)
-
-
28,542,177
(24,872,500)
-
3,669,677
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Non-current
Non-current lease debt
27
12
-
5
Total non-current lease liabilities
27
12
-
5
22. LEASE LIABILITIES
108 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
Group
2022
Group
2021
Company
2022
Company
2021
£'000
£'000
£'000
£'000
Current
Trade payables
556
509
104
170
Accruals and other creditors
1,757
1,219
260
226
Intercompany payables
-
-
630
219
Other loans
132
-
-
-
Finance lease creditor (IFRS 16)
62
32
5
23
Financial liabilities
2,507
1,760
999
638
Other taxes and social security payable
-
-
-
-
Contractual liabilities
80
87
-
-
Non-financial liabilities
80
87
-
-
Total current trade and other payables
2,587
1,847
999
638
Shown on the balance sheet as:
Contractual liabilities
80
87
-
-
Trade and other payables
2,507
1,760
999
638
2,587
1,847
999
638
23. 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 2022 was 51 days (2021: 43 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.
At 31 December 2022 £194,000 (2021: £160,000) of
payables were denominated in US dollars, £85,000
(2021: £24,000) were denominated in Euros, £4,000
(2021: £21,000) were denominated in Ghanaian Cedi
and £39,000 (2021: £23,000) were denominated in
Sierra Leone Leones.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 109
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 | WESTMINSTER GROUP PLC | 109
110 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
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 2022
Group 2021
Total
Total
£’000
£’000
Adjustments:
Depreciation, amortisation and
impairment of non-financial assets
252
244
Finiancial cost
40
(3)
(Profit) / loss on disposal of non-financial assets
(30)
Movement in right to use assets
(4)
Non-cash finance cost
(6)
Increase in Deferred Tax Asset
-
3
Total adjustments
252
244
Group 2022
Group 2021
Total
Total
£’000
£’000
Net changes in working capital:
Decrease in inventories
196
92
Increase in trade and other receivables
(1,147)
(1,223)
(Increase)/decrease in long term receivable
(169)
60
Decrease in contract liabilities
(7)
(13)
Decrease in trade and other payables
558
(548)
Total changes in working capital
(569)
(1,632)
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 111
25. CONTINGENT ASSETS AND CONTINGENT
LIABILITIES
In 2020, the company received a £1.5m mezzanine
loan under the RiverFort EPSA. At the same time under
the EPSA the company issued 14m shares at 12.5p to
RiverFort and booked a sundry debt of £1.75m. The
loan was to be repaid and the sundry debt settled by
RiverFort selling down the shares, with share sales
taking place throughout 2020 at an average price of 9
pence per share. The balance of the mezzanine loan
was however fully repaid in cash by the Company in
December 2020. Following repayment of the loan the
remaining shares owned by RiverFort were held to
Westminster’s order. As at the 31 December 2022
there remained 4,300,696 shares still to be sold and a
residual sundry debt relating to those shares. Had the
shares been sold at the end of 2022 there would have
been a book loss of £1,041,000 (2021: £985,000) on
this debt. However, the shares are still held and there
is no reason or expectation they will be sold until the
Company’s share price is favourable. Management
expects the future prospects set out in the “Current
Trading & Business Outlook” section of the Chief
Executive Officers report to create a share price that
would be sufficient to allow the Company to release
the shares for sale creating revenue and eradicating
the sundry debt. In order to recover the debt, the share
price at sale would need to be 26p.
In February 2022, Clydesdale Bank PLC trading as
Yorkshire Bank offered the Group an overdraft and
Company
2022
Company Restated
2021
£'000
£'000
Adjustments:
Depreciation, amortisation and impairment of non-financial assets
121
139
Finance costs
-
1
Total adjustments
121
140
Net changes in working capital:
Increase in trade and other receivables
(853)
(683)
Increase/(decrease) in trade and other payables
360
(608)
Total changes in working capital
(493)
(1,291)
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.
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 New Leone
(SLE) 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.
112 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
If the US dollar were to depreciate by 10% relative to its
year end rate, this would cause a loss of profits in 2022 of
£124,000 (2021: £46,000 Loss).
If the Euro were to depreciate by 10% relative to its year
end rate, this would cause gain of profits in 2022 of
£8,000 (2021: £4,000 Loss).
If the Sierra Leonean Leone were to depreciate by 10%
relative to its year end rate, this would cause a gain of
profits in 2022 of £4,000 (2021: £3,000 Gain).
If the Ghanaian Cedi were to depreciate by 10% relative
to its year end rate, this would cause a loss of profits in
2022 of £7,000 (2021: £28,000 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 2022. 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.
Group
Short-term
exposure
USD
Short-term
exposure
EUR
Short-term
exposure
SLL
Short-term
exposure
GHS
£'000
£'000
£'000
£'000
31 December 2022
Financial assets
1,313
11
-
71
Financial liabilities
(194)
(85)
(39)
(4)
Total exposure
1,119
(74)
(39)
67
31 December 2021
Financial assets
574
63
-
269
Financial liabilities
(160)
(24)
(23)
(21)
Total exposure
414
39
(23)
248
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”.
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.
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 113
2022
2021
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
2,587
-
-
1,760
-
-
Total
2,587
-
-
1,760
-
-
Company
Trade and other payables
999
-
-
638
-
-
Total
999
-
-
638
-
-
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 2022, the Group’s financial
liabilities have contractual maturities (including interest
payments, whereapplicable) as summarised below:
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
114 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Financial statements
Notes to the Financial Statements
The remuneration of the Directors, who are the key
management personnel of the Group, is set out in the
Remuneration Committee report on pages 59-61 as
are details of pension contributions for Directors.
In the year to 31 December 2022 fees and expenses
of £2,640 (2021: £1,320) 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 2022 Graham
Binns Consulting Limited was owed £nil (2021: £1,584
including VAT).
Certain members of the Fowler family, other than
directors, have been employed by the Group on
normal arms-length terms for between 13 and 25
years. Their remuneration, in aggregate, for the year
ended 31 December 2022 was £176,718 (2021:
£183,448).
27. RELATED PARTY TRANSACTIONS
Balances and transactions between the Company and its subsidiaries, which are related parties, are listed below:
Balance at
31 December
2020
Movement
in Year
2021
Balance at
31 December
2021
Movement
in Year
2022
Balance at
31 December
2022
Westminster International Limited
2,329
(2,202)
127
(713)
(586)
Westminster Security Limited
(formerly Longmoor Security Limited)
-
-
-
(62)
62
Westminster Aviation Security Services Limited
3,979
783
4,762
(1,432)
3,330
Sovereign Ferries Limited
45
503
548
(2)
546
Westminster Operating Limited
(2,398)
2,224
(174)
2,075
1,901
Keyguard U.K Limited
-
332
332
(10)
322
Longmoor (SL) Limited
-
(24)
(24)
2
(22)
Facilities Operations Management Limited
192
1,307
1,499
24
1,523
Westminster Sierra Leone Limited*
-
-
-
-
-
Westminster Group GMBH
795
393
1,188
133
1,321
GLIS Gesellschaft für Luftfahrt- und
Infrastruktur-Sicherheit GmbH
-
-
-
-
-
Westminster Sicherheit GMBH
-
-
-
-
-
Euro Ops SARL
187
187
51
238
Westminster Maritime Services Limited
1,310
(1,331)
(21)
-
(21)
Longmoor Security Services Limited
(formerly Westminster Aviation Security
Services (ME) Limited)
-
-
-
-
-
Westminster International (Ghana) Limited
-
-
-
-
-
6,252
2,172
8,424
190
8,614
In July 2022 Westminster International (Ghana) Limited
(WIG), was sold for £1 to Mawuli Ababio. WIG was
surplus to requirements and had never actually traded
because the operations are dealt with direct to the UK.
However, having a company, which is wholly Ghanaian
owned, as a subcontractor to facilitate certain aspects
of the operations in Ghana gave potential logistical
benefits. In the year to 31 December 2022 fees and
expenses of £ nil (2021: £ Nil) plus VAT were accrued
to Westminster International (Ghana) Limited, a Limited
Liability Company under the control of Mawuli Ababio.
On the 31 December 2022 Westminster International
(Ghana) Limited was owed £ nil (2021: £ Nil).
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 115
On 13 January 2023 the Company granted a total
of 16,700,000 share options over ordinary shares of
0.1p each in the Company with an exercise price of
1.95p pence per Ordinary Share under the Company’s
2017 Share Option Scheme. The options ordinarily
become exercisable on the second anniversary of
grant, subject to satisfaction of the vesting conditions
and the grantee’s continued service with the Company
and will be exercisable at any point up until the tenth
anniversary of the date of grant. Vesting is also subject
28. PRIOR YEAR ADJUSTMENT
to the Company’s share price being at 5p or above at
close of business on any five consecutive trading days
after the date of grant.
The Share Options have been granted to Directors of
the Company as follows:
Name
Position
Type of option award
No. od share
options
awarded
Exerise
Price
Date of vesting
Sir Tony Baldry
Chairman
Unapproved
1,500,000
1.95p
13 January 2025
Peter Fowler
CEO
EMI – Tax approved
3,500,000
1.95p
13 January 2025
Mark Hughes
CFO
EMI – Tax approved
1,500,000
1.95p
13 January 2025
Stuart Fowler
COO
EMI – Tax approved
1,500,000
1.95p
13 January 2025
Mawuli Ababio
Non-executive director
Unapproved
250,000
1.95p
13 January 2025
Simon Barrell
Non-executive director
Unapproved
250,000
1.95p
13 January 2025
Graham Binns
Non-executive director
Unapproved
250,000
1.95p
13 January 2025
Sir Tony Baldry, Peter Fowler, Mark Hughes, Stuart Fowler and Roger Worrall have by mutual consent with the
Company waived their rights to all outstanding option awards granted in 2014 and 2018 totalling 6,781,250 options
(see page 53 for details of options disavowed by the individuals), and these share options are now treated as lapsed.
116 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Notes
ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC | 117
Notes
118 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Notes
ANNUAL REPORT 2021 | WESTMINSTER GROUP PLC | 119
120 | ANNUAL REPORT 2022 | WESTMINSTER GROUP PLC
Directors
Company Secretary
Executive
Non-Executives
Sir Tony Baldry (Chairman)
Mawuli Ababio (Deputy Chairman)
Roger Worrall
Peter Fowler
Simon Barrell
Mark Hughes
Major General (Rtd) Graham Binns
Stuart Fowler
Registered office
Principal bankers
Registrars
Westminster House
Clydesdale Bank Plc
Link Asset Services
Blacklocks Hill
trading as Yorkshire Bank
6th Floor
Banbury
94-96 Briggate
65 Gresham Street
Oxfordshire
Leeds
London
OX17 2BS
West Yorkshire
EC2V 7NQ
LS1 6NP
Nominated &
Financial public
Stockbroker
Financial Adviser
relations
Strand Hanson Limited
Walbrook PR
Zeus Capital Limited
26 Mount Row
75 King William Street
125 Old Broad Street
Mayfair
London
London
London
EC4N 7BE
EC2N 1AR
W1K 3SQ
Solicitors
Auditor
Spratt Endicott Solicitors LLP
Bird & Bird LLP
PKF Littlejohn LLP
Linden House
12 New Fetter Lane
15 Westferry Circus
55 The Green
London
Canary Wharf
South Bar Street
EC4A 1JP
London
Banbury
E14 4HD
OX16 9AB
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
Westminster Group PLC
Company information
Westminster Group plc
Westminster House
Blacklocks Hill
Banbury
Oxfordshire
OX17 2BS
United Kingdom
www.wsg-corporate.com