Annual report and accounts 2023 - Flipbook - Page 128
A.G. BARR p.l.c. Annual Report and Accounts 2023
Directors’ Report continued
Change of control
As disclosed in the Directors’ Remuneration Report, under certain conditions the notice period for R.A. White and J.D. Kemp may increase from one year to two years in the
event of a takeover of or by the Company or a Company reconstruction.
All of the Company’s share incentive plans contain provisions relating to a change of control of the Company. The Company’s banking facilities may, at the discretion of the
lender, be repayable upon a change of control.
Articles of association
The Company’s Articles may only be amended by a special resolution at a general meeting of shareholders. No amendments are proposed to be made to the existing Articles
at the 2023 AGM.
Greenhouse gas emissions
Disclosures regarding greenhouse gas emissions required by the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013 are included in the Strategic
Report on pages 51 to 53. This information is incorporated by reference into this Directors’ Report.
Task Force on Climate-Related Financial Disclosures (“TCFD”)
Disclosures consistent with the TCFD’s recommendations are included in the Strategic Report on pages 44 to 53.
Financial risk management
Information on the exposure of the Group to certain financial risks and on the Group’s objectives and policies for managing each of the Group’s main financial risk areas is
detailed in the financial risk management disclosure in Note 26.
Contracts of significance
There were no contracts of significance as defined by Listing Rule 9.8 in existence during the financial year.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report on pages 1 to 69.
The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the financial review on pages 56 to 61.
After making the appropriate enquiries, the directors have concluded that the Group will be able to meet its financial obligations for the foreseeable future and therefore have
a reasonable expectation that the Company and the Group overall have adequate resources to continue in operational existence for the foreseeable future (being at least one
year following the date of approval of this annual report) and, accordingly, consider it appropriate to adopt the going concern basis in preparing the financial statements.
The Company’s viability statement is set out on page 69 of the Strategic Report.
Directors’ statement as to disclosure of information to auditor
So far as each director is aware, there is no relevant audit information (as defined by the Companies Act 2006) of which the Company’s auditor is unaware. Each director has
taken all steps that ought to be taken by a director to make themselves aware of and to establish that the auditor is aware of any relevant audit information.
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