Ashmore Group PLC
27 September 2011
Notice of Annual General Meeting and Annual Report for the year ended 30 June 2011
Ashmore Group plc issued its Notice of Annual General Meeting (" the Notice") today, 27 September 2011. The Circular containing the Notice contains a summary of the business of the resolutions to be proposed at the meeting which is available on the Company's website.
The Company's Annual General Meeting will be held at 12 noon on Thursday 27 October 2011 at Kingsway Hall Hotel, 66 Great Queen Street, London WC2B 5BX.
Copies of the Company's Notice of Annual General Meeting, together with the Annual Report for the year ended 30 June 2011, have been uploaded to the UK Financial Services Authority National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do
The above documents can also be downloaded from the Company's website at :-
Additional Information :
Included in this announcement is additional information, for the purposes of compliance with the Disclosure and Transparency Rules, which includes the Directors responsibility statement and Risk Statement, all as extracted from the 2011 Annual Report and Accounts dated 12 September 2011.
Statement of Directors' Responsibilities
The Directors are responsible for preparing the Annual Report and the Group and parent company 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 they are required to prepare the Group financial statements in accordance with IFRSs as adopted by the EU and applicable law and have elected to prepare the parent company financial statements on the same basis.
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 parent company and of their profit and loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:
· select suitable accounting policies and then apply them consistently;
· make judgements and estimates that are reasonable and prudent;
· state whether they have been prepared in accordance with IFRSs as adopted by the EU; and
· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company's transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Directors' report, Directors' remuneration report and corporate governance statement that comply with that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Responsibility statement of the Directors in respect of the annual financial report
We confirm that to the best of our knowledge:
· the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view
· of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
· the Directors' report includes a fair review of the development and performance of the business and the position of the issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Risk is inherent in all businesses and is therefore present within the Group's activities. The Group seeks to effectively identify, monitor and manage each of its risks and actively promotes a risk awareness culture throughout the organisation. The ultimate responsibility for risk management rests with the Board. However, from a practical perspective some of this activity is delegated.
The key risks, their mitigants, and their delegated owners are set out on the page below for each of the four risk categories that Ashmore considers most important: strategic and business, investment, operational, and treasury - with reputational risk being a common characteristic across all four categories.
During the year the Group's risk control framework has been enhanced to take account of changing business and market conditions. This included reviews conducted by the Group's Internal Audit function. There has also been specific focus on the further refinement of the Group Risk Matrix, which seeks to identify the key risks to the Group, as well as current mitigants and forward-looking action plans.
Risk management and control
Risk management and control is one element of the Group's overall system of internal controls within its corporate governance framework - incorporating risk, compliance and internal audit. Further details of the Group's internal control environment are described in the corporate governance report on pages 37 to 41 of the Ashmore 2011 Annual Report .
Key risks and mitigants
Description of risk
Strategic and business risk
The risk that the medium and long-term profitability of the Group could be adversely impacted by the failure to identify and implement the correct strategy, and to react appropriately to changes in the business environment.
Ashmore Group plc Board
§ A long-term downturn in the
fundamental and technical dynamics
of emerging markets;
§ Reputational damage to Ashmore impacting marketing and
§ Potential market capacity issues
and increased competition.
§ The Board's long investment management experience;
§ A clearly defined Group strategy, understood throughout the organisation and actively monitored;
§ The diversification of investment capabilities to reduce single event/product exposure;
§ A committee based top down investment methodology
to create a scalable business model;
§ Experienced, centrally managed and globally located distribution team.
The risk of non-performance or manager neglect, including the risk that long-term investment outperformance is not delivered thereby damaging prospects
for winning and retaining clients, and putting average management fee margins under pressure.
Ashmore Group Investment Committees
§ That the investment manager does
not adhere to policies;
§ A downturn in investment performance;
§ Expansion into unsuccessful themes;
§ Insufficient counterparties.
§ Experienced Investment Committees meet weekly ensuring consistent core investment processes are applied;
§ Dedicated emerging markets research and investment focus, with frequent country visits;
§ Strong Compliance and Risk Management oversight of policies, restrictions, limits and other related controls;
§ Formal counterparty reviews held at least quarterly.
Risks in this category are broad in nature and inherent in most businesses and processes. They include the risk that operational flaws result from a lack of resources or planning, error or fraud,
the inability to capitalise on market opportunities, or weaknesses in
systems and controls.
Ashmore Group Risk and Compliance Committee
§ The inability to fairly price assets;
§ Oversight of overseas subsidiaries including the recent acquisition of AshmoreEMM;
§ Compliance with regulatory requirements as well as with respect to the monitoring of investment breaches;
§ Controls around special purpose vehicles;
§ Execution and process management;
§ Business and systems disruption;
§ The risk associated with the integration
of AshmoreEMM particularly migrating the entity onto the Group's core systems;
§ Fraud by an employee or third party service provider.
§ The valuations of the most material assets are outsourced
to independent third parties with the Pricing Methodology Committee (PMC) providing additional oversight of valuations used for hard-to-price assets;
§ An integrated control and management framework
is in place to ensure day-to-day global operations
are managed effectively;
§ A Risk and Compliance Committee meets on a monthly basis to consider the Group's Key Risk Indicators ("KRIs");
§ A disaster recovery procedure exists and is tested regularly;
§ Engagement letters or service level agreements are in place with all significant service providers;
§ The development of a structured AshmoreEMM integration plan with dedicated resources applied to its execution;
§ A New Product Committee approves new product launches.
These are the risks that management does not appropriately mitigate balance sheet risks or exposures which could ultimately impact the financial performance or position of the Group.
Chief Executive Officer and Group Finance Director
§ Group revenues are primarily US dollar-based, whereas results are denominated
§ The Group invests in its own funds from time to time, exposing it to price risk, credit risk and foreign exchange risk;
§ Liquidity management;
§ The Group is exposed to credit risk
and interest rate risk in respect of its
§ Monthly reporting of all balance sheet exposures
to the Executive;
§ A proportion of Group currency exposures are
hedged as a matter of policy;
§ Significant corporate investments are approved
by the Board, and all others by the CEO;
§ Cash flows are forecast and monitored on a regular basis and managed in line with approved policy;
§ The availability of GBP and USD S&P AAA rated liquidity funds managed by experienced cash managers.
Tel : +44 (0) 203 077 6000
27 September 2011